Corporate Director Election and Cumulative-Voting Requirements in Nevada
At a glance
| Governing law, entity, election, and scope | Nevada Private Corporations law, NRS chapter 78; ordinary domestic private corporation with one or more natural-person directors at least 18 years old, subject to articles and bylaws (NRS §§ 78.115, 78.320, 78.330, 78.360) |
|---|---|
| Annual, special, delayed, and court-ordered election route | Annual meeting or permitted written consent; if not elected there, election may occur at a purpose-called special meeting; absent contrary articles or bylaws, full board, any two directors, or president calls meetings; 15% voting-power holders may seek court election after 18 months (NRS §§ 78.310, 78.320, 78.330, 78.345) |
| Nomination, eligibility, advance notice, and ballot | Director must be natural person at least 18 and need not own stock unless articles require it; Chapter 78 states no general ordinary-company nomination, candidate-consent, advance-notice, ballot, or write-in rule (NRS § 78.115) |
| Share voting, classes, series, and voting groups | One vote per record share unless articles or designation certificate varies class/series voting power; articles or bylaws may classify directors for election by one or more authorized classes or series (NRS §§ 78.330(2), 78.350(1)) |
| Plurality, majority, votes-cast, and vote-against standard | Plurality of votes cast by default; articles or bylaws may require more. Written-consent election defaults to majority voting power unless documents or the meeting rule require another proportion; no statutory vote-against regime (NRS §§ 78.320(2), 78.330(1)) |
| Cumulative-voting default, notice, and allocation | Articles opt-in; shares multiply by seats and votes may be concentrated or distributed; requesting holder gives president/secretary written notice 48 hours before meeting when meeting notice was at least 10 days ahead, otherwise 24 hours, followed by announcement before voting (NRS § 78.360) |
| Classified board, staggered term, and holdover | Articles or bylaws may classify term duration, but at least one-fourth of directors must be elected annually; no fixed two/three-class formula; director holds over until successor elected and qualified, resignation, or removal unless documents vary (NRS §§ 78.330, 78.340) |
| Tie, failed election, vacancy, and court relief | No express ordinary tie-breaker; plurality and holdover govern. Missed election does not dissolve corporation; special meeting remains available, and after 18 months 15% voting-power holders may petition district court for election (NRS §§ 78.330, 78.340, 78.345) |
| Public proxy, contest, removal, fiduciary, and transaction boundaries | Chapter 78's ordinary standard is not a complete public proxy or contested- election regime; federal proxy, beneficial-owner, broker, removal, ordinary vacancy, fiduciary, control, and transaction-specific issues remain outside scope (NRS §§ 78.330, 78.360) |
Requirements one by one
Election may move from consent to annual or special meeting
NRS §§ 78.115 and 78.310 require a board of one or more natural persons at least 18 and identify the default meeting callers. Unless the articles or bylaws provide otherwise, the full board, any two directors, or the president may call annual and special stockholder meetings.
NRS §§ 78.320 and 78.330 permit directors to be elected by written consent, which defaults to signatures holding at least a majority of voting power. If directors are not elected by consent or at the annual meeting, a special meeting called and held for that purpose supplies the next ordinary route.
Nevada makes classification flexible but preserves an annual slice
NRS §§ 78.320 and 78.330 default meeting elections to plurality and allow the articles or bylaws to require more. Those documents may also classify directors by term duration or by election through authorized classes or series, but at least one-fourth of the board must be elected annually.
NRS § 78.350(1) starts each record share at one vote and permits the articles or a class or series designation certificate to vary voting power. Chapter 78 does not add a general private-company nomination, candidate-consent, advance-notice, ballot, or write-in process to the natural-person and age rules.
Cumulative voting carries a two-stage notice procedure
NRS § 78.360 makes cumulative voting articles-dependent. An eligible holder multiplies shares by the number of directors to be elected, then may concentrate the product on one candidate or distribute it.
Exercise requires more than the articles clause. A requesting stockholder must give written notice to the president or secretary at least 48 hours before the meeting when meeting notice was delivered at least ten days ahead; otherwise the shareholder deadline is 24 hours. The calling notice or accompanying proxy material must explain that requirement, and the delivery must be announced before voting begins.
Holdover bridges an unsuccessful election
NRS §§ 78.340 and 78.345 say a missed regular election does not dissolve the corporation and the incumbent directors continue until successors are elected. If 18 months pass after the last required election, holders with at least 15% of voting power may petition the district court in the principal-office county, or registered-office county when no Nevada principal office exists, to order the election.
What trips people up
The cumulative-voting notice deadline changes with the timing of the meeting notice. It is 48 hours only when the meeting notice was delivered at least ten days before the meeting; otherwise it contracts to 24 hours. The meeting or proxy materials must disclose this trigger, and an announcement is still required before the election starts.
Classification under NRS §§ 78.320 and 78.330 is not limited to a Model Act two- or three-group schedule. Nevada lets the articles or bylaws define term duration while insisting that at least one-fourth of directors be elected each year.
Common questions
Must a Nevada director own stock?
No, unless the articles require it. NRS §§ 78.115 and 78.310 instead impose the natural-person and minimum-age rules and leave stock ownership optional.
Can the bylaws require more than plurality?
Yes. NRS §§ 78.320 and 78.330 expressly preserve an articles or bylaws rule requiring more than the default plurality of votes cast.
Does Nevada give ordinary stockholders a percentage-demanded special meeting?
Chapter 78 does not supply that general route. NRS §§ 78.115 and 78.310 instead name the full board, any two directors, or the president as default callers, subject to the articles and bylaws.
Statutes and sources
- NRS §§ 78.115 and 78.310 — board qualifications and meeting callers. Official current chapter: https://www.leg.state.nv.us/nrs/nrs-078.html (accessed August 24, 2026).
- NRS §§ 78.320 and 78.330 — written consent, annual and special election, plurality, classification, class/series election, and holdover. Official current chapter: https://www.leg.state.nv.us/nrs/nrs-078.html (accessed August 24, 2026).
- NRS §§ 78.340 and 78.345 — failed election, continued service, and court-ordered election. Official current chapter: https://www.leg.state.nv.us/nrs/nrs-078.html (accessed August 24, 2026).
- NRS § 78.350(1) — one vote per record share and class/series variation. Official current chapter: https://www.leg.state.nv.us/nrs/nrs-078.html (accessed August 24, 2026).
- NRS § 78.360 — cumulative-voting authorization, allocation, notice, disclosure, and announcement. Official current chapter: https://www.leg.state.nv.us/nrs/nrs-078.html (accessed August 24, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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