Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Nevada

At a glance

Requirements one by one

Authority and content

NRS § 82.201 gives the board control of corporate affairs, subject to Chapter 82 and the articles. Directors may make bylaws unless the articles provide otherwise, and their authority is subject to bylaws adopted by members. Section 82.121(f) permits rules for management, property, memberships, business, and meetings that are consistent with federal and Nevada law. Articles can allocate governance powers under § 82.091.

Board and member action

The articles name the first directors (§ 82.086). Section 82.271 ordinarily requires a majority of directors for a quorum and treats a majority of those present as the board's act. It permits action without a meeting on written consent of a majority of directors, subject to a different required proportion or governing-document restriction. A committee may not amend, alter, or repeal bylaws (§ 82.206).

A corporation can have no members (§ 82.231). Where members have the relevant vote, § 82.276 generally permits action by written consent of holders of at least a majority of voting power, subject to higher applicable thresholds and the articles or bylaws. Section 82.326 also provides a written-ballot route with quorum and approval safeguards. Articles or bylaws may grant delegates some or all member authority (§ 82.261).

Member protection and notice

A bylaw amendment increasing the quorum for action by members or delegates requires member approval under § 82.291. A member meeting notice must state its purpose, time, and place and normally reach each voting member 10 to 60 days before the meeting (§ 82.336).

Records

Section 82.181(1) requires an officer-certified copy of bylaws and amendments at the principal office or with the corporation's identified custodian of records.

What trips people up

The five-day inspection demand in § 82.181(3) specifically names the members' ledger. It should not be read as a stand-alone individual right to inspect bylaws. Also, the committee restriction in § 82.206 applies even when the board otherwise has broad bylaw authority.

Common questions

Can the board use written consent? Yes, § 82.271(2) permits it on signatures of a majority of directors unless restricted, with a different proportion if one is required for that action.

Can members act without a meeting? Section 82.276 generally allows written consent by members holding at least a majority of voting power. Section 82.326 supplies a written-ballot procedure with its own quorum and approval conditions.

Where should the bylaws be stored? Section 82.181(1) allows the principal office or an identified custodian of records.

Statutes and sources

• NRS § 82.081: “One or more natural persons may associate to establish a corporation no part of the income or profit of which is distributable to its members, directors or officers, except as otherwise provided in this chapter, for the transaction of any lawful business, or to promote or conduct any legitimate object or purpose, pursuant and subject to the requirements of this chapter, by signing and filing in the Office of the Secretary of State articles of incorporation.” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.086: “The names and mailing or street addresses, residence or business, of the first board of directors or trustees, together with any desired provisions relative to the right to change the number of directors.” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.091: “Any provision, not contrary to the laws of this State, for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting or regulating the powers of the corporation or the rights, powers or duties of the directors, members, if any, or delegates, if any, or any class of members, delegates, or directors, or the holders of bonds or other obligations of the corporation.” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.121: “Make bylaws not inconsistent with the Constitution or laws of the United States, or of this State, for the management, regulation and government of its affairs and property, the transfer of its memberships, if any, the transaction of its business, and the calling and holding of meetings of its members, if any, or delegates, if any.” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.181: “A corporation shall keep a copy of the following records at its principal office or with its custodian of records whose name and street address are available at the corporation s registered office: (a) A copy, certified by the Secretary of State, of its articles and all amendments thereto; (b) A copy, certified by an officer of the corporation, of its bylaws and all amendments thereto;” “A director or any person who has been a member of record of a corporation for at least 6 months, or at least 5 percent of the members of the corporation, upon at least 5 days written demand, is entitled to inspect in person or by agent or attorney, during usual business hours, the members ledger or duplicate ledger and to make copies therefrom” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.201: “Subject only to such limitations as may be provided by this chapter, or the articles, the board of directors or trustees has full control over the affairs of the corporation. 2. Unless otherwise provided in the articles and subject to the bylaws adopted by the members, if any, directors may make the bylaws of the corporation.” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.206: “No such committee may: (a) Amend, alter or repeal the bylaws;” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.231: “A corporation may have one or more classes of members or may have no members. In the absence of a provision in its articles or bylaws providing for members, a corporation has no members.” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.261: “corporation may provide in its articles or bylaws for delegates having some or all the authority of members.” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.271: “Unless the articles or the bylaws provide for a different proportion, a majority of the board of directors or delegates of the corporation, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business at their respective meetings, and the act of a majority of the directors or delegates present at a meeting at which a quorum is present is the act of the board of directors or delegates. 2. Unless otherwise restricted by the articles or bylaws, any action required or permitted to be taken at any meeting of the board of directors or the delegates or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of the board of directors or the delegates or of such committee. If the vote of a different proportion of the directors or delegates is required for an action, then the different proportion of written consents is required.” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.276: “Unless otherwise provided in the articles or bylaws, any action which may be taken by the vote of members at a meeting may be taken without a meeting if authorized by the written consent of members holding at least a majority of the voting power, except that: (a) If any greater proportion of voting power is required for such an action at a meeting, then the greater proportion of written consents is required; and (b) This general provision for action by written consent does not supersede any specific provision for action by written consent contained in this chapter. 2. In no instance where action is authorized by written consent need a meeting of members be called or notice given.” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.291: “Unless otherwise provided in the articles or bylaws, a quorum for a meeting of members is 10 percent of the voting power of the members entitled to vote and a quorum for a meeting of delegates is a majority of the voting power of the delegates. An amendment to the bylaws to increase the quorum required for any action by the members or delegates must be approved by the members.” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.326: “Except as otherwise provided in subsection 5 and unless prohibited or limited by the articles or bylaws, an action that may be taken at a regular or special meeting of members, including the election of directors, may be taken without a meeting if the corporation mails or delivers a written ballot to every member entitled to vote on the matter. 2. A written ballot must: (a) Set forth each proposed action or candidate; and (b) Provide an opportunity to vote for or against each proposed action. 3. Approval by written ballot under this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.” Official Nevada Revised Statutes (accessed 2026-09-30).
• NRS § 82.336: “Whenever under the provisions of this chapter delegates or members are required or authorized to take any action at a meeting, the notice of the meeting must be in writing and signed by the president or the chair of the board or a vice president, or the secretary, or an assistant secretary, or by such other person or persons as the bylaws may prescribe or permit or the directors designate. 3. The notice must state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without this State, where it is to be held. 4. A copy of the notice must be delivered personally, mailed postage prepaid or given as provided in subsection 9 to each delegate or member, as the case may be, entitled to vote at the meeting not less than 10 nor more than 60 days before such meeting.” Official Nevada Revised Statutes (accessed 2026-09-30).