Corporate Board Meeting and Written-Consent Requirements in Nevada

At a glance

Requirements one by one

The board and governing documents divide procedural control

NRS §§ 78.115-.120 require at least one adult natural-person director and place the corporation's affairs under board control, subject to Chapter 78 and the articles. The articles or bylaws may fix the board size or establish a variable number.

NRS § 78.310 permits meetings in or outside Nevada as the articles or bylaws direct. Unless those documents say otherwise, the entire board, any two directors, or the president may call annual and special board meetings. Chapter 78 supplies no general emergency-meeting or adjournment procedure.

Notice mechanics largely come from the governing documents

Chapter 78 states no general notice period, required purpose, or delivery method for an ordinary board meeting. NRS § 78.375 makes a signed written waiver before or after the stated notice time equivalent to the required notice.

NRS § 78.325 separately validates an irregularly called or noticed meeting when everyone entitled to vote gives written consent on the record, gives oral consent entered in the minutes, or participates without objection. If quorum was present, everyone entitled to vote may later sign a writing ratifying the proceedings.

Remote participation has identity and real-time-access conditions

Under NRS § 78.315(3)-(4), the corporation must take reasonable measures to verify each remote participant's identity and permit participation and voting, including communication and substantially concurrent reading or hearing of the proceedings. Qualifying participation counts as presence in person.

Quorum and approval turn on voting power

NRS § 78.315(1) defaults to a majority of directors then in office for quorum. Articles or bylaws may set a greater or lesser proportion without an express statutory floor. With quorum, directors holding a majority of the voting power present act for the board. NRS § 78.330(3) lets the articles assign unequal voting power and converts statutory director proportions accordingly.

Chapter 78 states no general presumed-assent or dissent-preservation procedure. For an interested transaction, NRS § 78.140 permits interested directors to count toward quorum and permits a disinterested majority to act when interested votes are excluded.

Written action is generally unanimous, with narrow abstentions

NRS § 78.315(2) allows board or committee action before or after the event when all members sign a written consent. A common or interested director may abstain in writing only through the statute's disclosure and good-faith unanimous- approval route. A director who is party to a proceeding has a separate written- abstention route tied to the statutory indemnification determination.

Sections 719.220 and 719.240 recognize an electronic record and signature when the parties agreed to transact electronically. Section 78.315 does not add a general delivery, revocation, effective-time, later-notice, or retention rule. Its 2025 amendment also permits the board to approve a document in final form or in a preliminary form the directors consider appropriate when Title 7 expressly requires board approval.

Committees can include nondirectors

Under NRS § 78.125, the board may designate committees with the board powers stated in the bylaws or resolution. Each committee needs at least one director, but other natural persons may serve unless the articles or bylaws say otherwise. The board may name director alternates, and qualifying bylaws may allow unanimous appointment of a director substitute at the meeting.

NRS § 78.315 applies remote-meeting and written-consent routes to committees. Chapter 78 states no general committee-meeting quorum or voting formula and no general list of nondelegable matters, so the delegation instrument and the transaction-specific statute still matter.

What trips people up

The default quorum is based on directors then in office, not the maximum of a variable range. Ordinary approval is measured by voting power, which the articles may weight. An irregular-meeting cure under NRS § 78.325 is distinct from action without a meeting under NRS § 78.315.

Common questions

May one director call a special board meeting?

Not under the statutory default. The entire board, any two directors, or the president may call, but the articles or bylaws can provide another rule.

Does every director have to sign a no-meeting consent?

Generally yes. The only statutory exceptions here are qualifying written abstentions for an interested director or a director who is party to a proceeding.

Must a Nevada board keep minutes and consents?

Good governance and other applicable duties may call for records, but Chapter 78 states no general retention mandate for ordinary board minutes or no-meeting consents. It does refer to minute or record entries when curing an irregular meeting under NRS § 78.325.

Statutes and sources

• NRS §§ 78.115-.125 — board size, authority, and committees.
• NRS § 78.140 — interested-director quorum and approval treatment.
• NRS §§ 78.310-.315 — callers, location, quorum, voting, consent, remote participation, and document form.
• NRS §§ 78.325-.330 — irregular-meeting cure and weighted director votes.
• NRS § 78.375 — signed written notice waiver.
• NRS §§ 719.220, 719.240 — agreed electronic records and signatures.

The official Nevada Legislature pages and verbatim operative text are preserved above. All sources were accessed August 16, 2026.