Business Corporation Board Committee Creation and Delegation in Nevada
At a glance
| Law and committee scope | NRS 78.120 and 78.125 govern Chapter 78 business corporations and board-designated committees. |
|---|---|
| Creation and approval | Board designates unless articles provide otherwise; NRS 78.125 specifies no special creation-vote threshold. Resolution(s) or bylaws define powers. |
| Membership and appointment | At least one director per committee; board may appoint additional natural-person non-directors unless articles/bylaws provide otherwise (NRS 78.125(2)). |
| Alternates and changes | Board may name director alternates; bylaws may let eligible present members unanimously choose a director substitute for an absent/disqualified member if no board alternate (NRS 78.125(3)). |
| Delegated authority | Resolution(s) or bylaws set extent of board powers; board retains control subject to chapter/articles (NRS 78.120(1), .125(1)). |
| Actions reserved elsewhere | NRS 78.125 has no category-by-category exclusions; chapter/articles limit board power, and stockholder-adopted bylaws constrain board bylaw power (NRS 78.120). |
| Subcommittees | NRS 78.125 authorizes board-designated committees and alternates; it gives no express committee-created subcommittee or redelegation route. |
| Procedure and oversight | NRS 78.125(3) permits unanimous temporary substitution even without a quorum; it states no committee quorum, vote, or minutes default. Board control remains under NRS 78.120(1). |
Requirements one by one
Creation and membership
Under NRS 78.125(1), the board may designate a committee unless the articles of incorporation provide otherwise. The section gives no special creation-vote threshold. Every committee must include at least one director. Unless the articles or bylaws say otherwise, the board may also appoint natural persons who are not directors (NRS 78.125(2)).
Delegation and control
The board's resolution or resolutions or the bylaws specify the extent of a committee's board powers under NRS 78.125(1). NRS 78.120(1) gives the board full control of corporate affairs subject to the chapter and articles. The committee section contains no separate list barring distributions, share issuance, merger work, or bylaw changes; delegated power still cannot exceed the board's lawful authority. Under NRS 78.120(2), stockholder-adopted bylaws can constrain directors' bylaw-making power.
Alternates and temporary substitutes
NRS 78.125(3) allows the board to designate one or more director alternates for a member absent or disqualified from a meeting. If the board has not appointed alternates, the bylaws may allow present nondisqualified committee members, even without a quorum, to unanimously appoint another director to act at that meeting in the absent or disqualified member's place.
What trips people up
The temporary-substitute route depends on a bylaw provision and the absence of a board-appointed alternate; it does not address a continuing committee vacancy. NRS 78.125 does not supply a separate committee quorum, vote, or minutes rule, or an express power to create a subcommittee. The board's resolution and bylaws therefore matter when setting procedure and delegated scope.
Common questions
Can someone who is not a director serve on a board committee?
Yes, if the board appoints that person and the articles or bylaws do not provide otherwise. NRS 78.125(2) still requires at least one director on every committee and requires any non-director appointee to be a natural person.
Does naming an alternate itself give that director a permanent seat?
NRS 78.125(3) describes an alternate replacing an absent or disqualified member at a committee meeting. It does not make that temporary role a permanent appointment.
Statutes and sources
- NRS 78.120 — Nevada Legislature. Accessed 2026-09-26.
- NRS 78.125 — Nevada Legislature. Accessed 2026-09-26.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Nevada law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Nevada law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace