Nonprofit Corporation Articles Amendment Approval and Filing in Nevada

At a glance

Requirements one by one

Approve the amendment

Under § 82.351, the corporation may change its purposes, powers, name, or other lawful articles terms. § 82.356(1)(a) directs the board to adopt a resolution specifying and approving the proposal. If members may vote on an articles amendment, the board calls a member meeting. Under § 82.356(1)(b), approval takes a majority of a quorum of member voting power, subject to a higher articles or class requirement. § 82.291 supplies a default member quorum of 10% of voting power unless the articles or bylaws provide otherwise.

Account for class and outside approvals

Under § 82.356(3), a change to a class preference or other relative right requires an additional majority-of-quorum vote of each affected class, even where its voting power is otherwise restricted. An articles-designated public official or other person must approve as well (§ 82.356(1)(a)).

Use the applicable no-member and nonmeeting route

Before the first directors' meeting, and with no members other than incorporators, § 82.346(1) permits a majority of incorporators to sign and file a certificate stating both conditions. After that stage, § 82.356(1)(c) allows board approval without a member vote when no members are entitled to vote on amendments. The general written-consent rule in § 82.276(1) requires at least a majority of all member voting power, or a greater vote required at a meeting. § 82.326 permits a written ballot with its own delivery, quorum, and approval safeguards.

File the certificate

Under § 82.356(1)(c)-(d), an officer signs and files with the Secretary of State a certificate containing the amendment or amended articles, the vote of directors and members, and required outside approvals. § 82.531(1) sets the amendment filing fee at $50. § 82.356(2) makes the certificate effective on filing or at a stated later time within 90 days; a delayed date without a time means 12:01 a.m. Pacific. If an amendment is included in restated articles, § 82.371(1) requires the applicable amendment approvals and a form identifying the altered provisions.

What trips people up

The member meeting threshold is a majority of a quorum of voting power, whereas written consent under § 82.276(1) starts at a majority of all voting power. The articles may increase the required vote under § 82.356(4).

Common questions

Can an affected class vote if it ordinarily has no vote?

Yes. For the rights change described in § 82.356(3), the affected class vote applies regardless of voting restrictions.

Can an amended restatement replace the separate certificate?

§ 82.371(1) allows amendment and restatement in one certificate, but requires the amendment approvals and the Secretary of State's form identifying changed provisions.

Statutes and sources

The source entries above quote the official Nevada Revised Statutes, chapter 82.