Corporate Shareholder Meeting, Proxy, and Written-Consent Requirements in Nevada

At a glance

Requirements one by one

Nevada does not give ordinary holders a percentage-demand route

NRS §§ 78.310, 78.330, 78.340, and 78.345 divide meeting control and the missed- election remedy. Unless the articles or bylaws say otherwise, the board, any two directors, or the president may call annual and special stockholder meetings. The bylaws control an in-state or out-of-state location, subject to any place stated in the articles.

Directors are elected by plurality at the annual meeting unless consent or a properly called special election substitutes, and the board sets the annual date, time, and place unless the bylaws say otherwise. Missing the designated election day does not dissolve the corporation; incumbents continue until successors are elected.

If 18 months pass after the last required director election, holders of at least 15% of voting power may petition for a court-ordered election. Chapter 78 does not give ordinary private-company stockholders a general percentage right to demand a special meeting or a failure-to-call remedy. The separate control- share and custodian meeting statutes do not supply a routine demand right.

Meeting notice uses a 10-to-60-day window

NRS §§ 78.370 and 78.375 require written notice 10 to 60 days before the meeting. It states date, time, remote means, and physical place unless the meeting is remote-only. An annual notice ordinarily need not state a purpose; another meeting notice must state its purposes.

Delivery may be personal, prepaid mail, or a method allowed by NRS § 75.150. That section permits a dated electronic transmission with recipient consent or other statutory authorization. A written or electronic revocation ends consent, as do two known consecutive delivery failures; inadvertent failure to recognize the latter does not invalidate the meeting.

A signed written waiver before or after the stated time is equivalent to notice. NRS § 78.325 also validates an irregularly called meeting when everyone entitled to vote consents in the record, gives oral consent entered in the minutes, or deliberates without objection. Announced adjournments ordinarily need no new notice; a new record date for an adjourned or postponed meeting does.

Record dates and the annual stock ledger are different records

NRS § 78.350 ordinarily lets the board set a meeting record date 10 to 60 days before the meeting. The articles may prescribe a longer-than-60-day or shorter- than-10-day period. A board date cannot precede its resolution. Without a fixed date, the record date is close of business the day before first notice or, after waiver, the day before the meeting.

The determination carries through adjournment or postponement unless the board sets a new date, and a new date is mandatory when the meeting moves more than 60 days beyond the original meeting date.

Nevada has no meeting-specific shareholder-list provision in the surveyed sections. NRS § 78.105 instead requires an annually revised alphabetical stock ledger at the principal office or records custodian. Inspection is narrower than a meeting-list right: the requester must be a six-month record holder or a 5% holder/authorized person, give five days' written demand and an affidavit, and comply with the statute's purpose limits. An in-state access failure opens a ten-business-day registered-agent copy route.

Remote participation requires identity and concurrent access

NRS § 78.320(4)-(6) permits stockholders and other corporation-authorized attendees to participate by electronic, video, telephone, or other technology unless the articles or bylaws restrict it. The corporation must reasonably verify identity and provide stockholders a substantially concurrent opportunity to communicate, read or hear proceedings, participate, and vote.

A compliant participant is present in person. The meeting may be remote-only, and no other communication method is required unless the board prescribes one.

Nevada proxies default to six months and cap at seven years

NRS § 78.355 permits a proxy for meeting votes, written consent, or written dissent. A signed writing, its complete electronic transmission, a copy, or another reliable complete reproduction may serve as the authorization.

The proxy defaults to six months. A stated term may extend it, but never beyond seven years from creation. Filing or transmitting a revocation or later-dated proxy to the secretary or vote counter revokes it. For a meeting, the holder may also attend and vote personally.

Irrevocability requires the writing to say so and an interest sufficient in law, such as the listed pledgee, purchaser, creditor, employee-contract, or voting-agreement interests. Extinguishment ordinarily ends the proxy, although the corporation may honor it until receiving notice.

Quorum counts proxy power even when the proxy cannot vote the matter

NRS § 78.320 defaults quorum to a majority of voting power present in person or by proxy. For quorum, proxy voting power counts even if the proxy lacks authority to vote on a particular matter. The articles, bylaws, or Chapter 78 may set different proportions, and the general provision states no floor.

Ordinary non-election action passes when votes for exceed votes against. A represented share remains present through the meeting and adjournment unless a new record date applies. Directors default to plurality under § 78.330.

Cumulative voting exists only if the articles authorize it. NRS § 78.360 then requires holder notice 48 hours before a meeting noticed at least 10 days in advance, or 24 hours otherwise, plus an announcement at the meeting and a warning in the meeting notice or accompanying proxy material.

Written consent defaults to meeting-equivalent majority action

NRS § 78.320(2)-(3) permits action without a meeting by signed written consent before or after the action from holders of at least a majority of voting power, unless the articles or bylaws provide otherwise. When a different voting proportion would apply at a meeting, that proportion also governs consent. No meeting call or notice is required.

Under NRS § 78.350(6)-(7), the board may set the consent record date from the resolution date through 10 days afterward. Without a board-set date, the first delivered consent controls when no prior board action is required, and the board-resolution date controls when prior board action is required.

The cited general consent sections state no collection period, required delivery office, revocation method, effective-time formula, later notice, or specific consent-retention duty. Those silences should not be filled with Model Act rules from another state, and transaction-specific board, class, appraisal, filing, or disclosure provisions remain separate.

Statutes and sources

• NRS chapter 78, §§ 78.010-.015, .105, .310, .320, .325, .330, .340-.345, .350, .355, .360, and .370-.375. Governs record holders, meeting callers, elections and court relief, notice, record dates, remote participation, proxies, quorum, voting, consent, and the stock ledger. Official current Chapter 78 (accessed August 22, 2026).
• NRS § 75.150. Governs physical and electronic notice delivery. Official current Chapter 75 (accessed August 22, 2026).