1. If the first meeting of the directors has not taken place and if there are no members, a majority of the incorporators of a corporation may amend the original articles by signing and proving in the manner required for original articles, and filing with the Secretary of State a certificate amending, modifying, changing or altering the original articles, in whole or in part. The certificate must state that: (a) The signers thereof are a majority of the original incorporators of the corporation; and (b) As of the date of the certification, no meeting of the directors has taken place and the corporation has no members other than the incorporators. 2. A certificate filed pursuant to this section is effective at the time of the filing of the certificate with the Secretary of State or upon a later date and time as specified in the certificate, which date must not be more than 90 days after the date on which the certificate is filed. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a.m. in the Pacific time zone on the specified later date. 3. This section does not permit the insertion of any matter not in conformity with this chapter. 4. The Secretary of State shall charge the fee allowed by law for filing the amended certificate of incorporation.
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