Nonprofit Director Conflict Transaction Approval Rules in Nevada

Short answer Nevada § 82.226 protects a director or officer transaction against voidability solely for the stated interest, presence, or counted-vote reasons when one of four circumstances applies: informed good-faith board action without interested directors' votes, informed good-faith member action, the person's lack of knowledge of the shared interest at board consideration, or fairness at authorization or approval. Interested members' votes must be counted in the member route.

State

Nevada

Statute checked

October 2, 2026

Sources

1 statute

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At a glance

Governing act and covered transactions	Nevada nonprofit corporation chapter; director/officer contracts and transactions with overlapping corporation, firm, association (§ 82.226(1))
Interest and related-person trigger	Director/officer counterparty or overlapping director/officer position or financial interest (§ 82.226(1))
Disclosure and knowledge	Common directorship, office, or financial interest disclosed/known and noted in board minutes; members know it for member route (§ 82.226(1)(a)-(b))
Board or committee approval	Good-faith board/committee authorization, approval, or ratification by sufficient vote without interested votes (§ 82.226(1)(a), (2))
Member approval and vote	Members, if any, approve/ratify in good faith by sufficient vote; interested director/officer votes must count (§ 82.226(1)(b))
Fairness route and time	Fair to corporation when authorized or approved is independent condition (§ 82.226(1)(d))
Interested participation and quorum	Interested directors count for board/committee quorum; disinterested majority may act if interested votes excluded (§ 82.226(1), (2))
Burden, effect, and separate authorization	No voidability solely for stated interest/presence/vote grounds if condition met; vote must still be sufficient for purpose (§ 82.226(1)(a)-(b))
Special coverage and later changes	Unaware-interest route at board consideration; board may set director compensation unless documents vary (§ 82.226(1)(c), (3))

Requirements one by one

Covered transactions and effect

Section 82.226(1) reaches transactions between the corporation and a director or officer, or another corporation, firm, or association where a director or officer holds office or has a financial interest. A qualifying transaction is not void or voidable solely because of that connection, interested presence at the board or committee meeting, or counted interested-director votes.

Board and member routes

Under § 82.226(1)(a), the shared position or financial interest must be disclosed or known to the board or committee and noted in the minutes. The board or committee must authorize, approve, or ratify in good faith by a vote sufficient for the purpose without interested directors' votes. Under subsection (1)(b), informed members, if any, may approve or ratify in good faith by a sufficient vote; interested director or officer votes must be counted in that member vote.

Lack of knowledge or fairness

Section 82.226(1)(c) also protects a transaction if the common directorship or financial interest was not disclosed or known to the director or officer when brought before the corporation's board for action. Under subsection (1)(d), fairness to the corporation when the transaction was authorized or approved is another independent route.

What trips people up

Interested directors may count toward board or committee quorum under § 82.226(2). When their votes are excluded, a majority of disinterested directors may authorize, approve, or ratify. Subsection (3) separately permits the board to fix director compensation for services in any capacity unless the articles or bylaws provide otherwise.

Common questions

Must the board record the disclosure?

For the board approval route, yes. Section 82.226(1)(a) requires the shared position or financial interest to be disclosed or known and noted in the minutes.

Can interested members vote under the member route?

Yes. Section 82.226(1)(b) says the votes of common or interested directors or officers must be counted in any such member vote.

Statutes and sources

Nev. Rev. Stat. § 82.226(1)-(3): covered transactions, four conditions, quorum, and director compensation. Current official chapter, accessed 2026-10-02.

Source links

Every statute quoted above, linked, with the date we checked it.

Nev. Rev. Stat. § 82.226(1)-(3) · accessed 2026-10-02

This page gives general legal information about interested-director transactions in an ordinary domestic nonprofit corporation. It is not legal advice. The statute and governing documents may require separate authorization, and whether an interest, disclosure, vote, or transaction is fair depends on facts. Confirm current official law and seek qualified advice for a particular transaction.

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