Nonprofit Corporation Director Removal and Vacancy Requirements in Nevada

At a glance

Requirements one by one

Match the removal vote to the seat

Nevada Chapter 82 allows articles or bylaws to create director classes, elections by member or delegate classes or geographic areas, and directors chosen by named persons or public officials (NRS 82.196, 82.286(2)). A member vote to remove a director needs at least a majority of the voting power entitled to elect that director, or of members who elect delegates who elect the director. The documents may require a higher percentage. A corporation with cumulative voting cannot remove the director unless the removal votes would have prevented the original election (NRS 82.296(1)). This is a fraction of the entitled voting power, not merely of votes cast at a meeting.

If no members elect directors or director-electing delegates, removal requires a majority of directors entitled to vote for that director (NRS 82.296(2)). Unless the documents provide otherwise, a public official or other specified appointer may remove an appointed director with or without cause by written notice delivered to the chair or president (NRS 82.296(3)).

Choose a meeting or permitted written action

Member action may generally be taken by written consent of the required voting power; a higher meeting threshold carries over to consent. A written ballot is also available if the documents permit it and the ballot rules are met (NRS 82.276, 82.326). A special member or delegate meeting notice states its purpose and is usually delivered 10–60 days in advance (NRS 82.336(3)–(4)). Board action may be taken by written consent of a majority, or a different required proportion, unless the documents restrict it (NRS 82.271(2)).

Fill the seat and report directors

An appointer may fill the vacancy created by removing that appointee. Other vacancies, including added seats, can be filled by a majority of remaining directors even below quorum, unless the articles or bylaws choose another method (NRS 82.296(3)–(4)). A director may give the board notice of a future-effective resignation; the board can fill the vacancy in advance for service beginning when the resignation takes effect, and that successor serves the remaining term (NRS 82.296(5)).

Chapter 82 subjects a nonprofit to the annual list statute. The list reports all directors and their addresses and is due annually by the last day of the incorporation anniversary month unless an alternative date applies. A separate resignation filing has a fee when the resignation is absent from the annual or amended list (NRS 82.193(3), 78.150(1)–(2), (6)).

What trips people up

Nevada's member-removal threshold counts all voting power entitled to elect the seat. A turnout majority may fall short. The default vacancy rule reaches new board seats, but the articles or bylaws may change it (NRS 82.296(1), (4)).

Common questions

Can a member vote remove an appointed director? Check who is entitled to elect that seat. The statute gives a specified appointer its own written-notice removal route, while the member threshold is tied to members entitled to elect the director (NRS 82.296(1), (3)).

Can a court resolve a board deadlock? A director or one-third of members may seek a provisional director if the statutory deadlock and threatened-injury conditions are met. The provisional director can later be removed by court order, one-third of members, or a majority of other directors (NRS 82.311).

Statutes and sources

Nevada's official NRS chapters 82 and 78 were accessed October 2, 2026. Verbatim excerpts appear in the source entries above.

• NRS Chapter 82.
• NRS Chapter 78.