Nevada nonprofit board requirements

What the statute requires

Governing statute

Nevada Revised Statutes chapter 82, Nonprofit Corporations, Nev. Rev. Stat. sections 82.006 to 82.546

Minimum directors

1. Section 82.196 requires every corporation to be managed by a board of directors or trustees and to have at least one director or trustee. Every director must be at least eighteen years old. The articles or bylaws may fix a set number of directors or a variable range with a minimum and maximum, and may say how the number is changed. Unless the articles say otherwise, directors need not be members, and the articles or bylaws may provide that some or all directors are chosen by named persons or by public officials. Nevada sets no higher floor for charitable corporations or for corporations for public benefit, so a single director satisfies chapter 82.

Term length

Chapter 82 sets no default term length and no maximum. Section 82.286(1) provides that if a corporation has members entitled to vote for directors, the directors are chosen at the annual meeting of the members or delegates on a date, time, and in the manner provided in the bylaws, by a plurality of the votes cast, and that if they are not elected then they may be elected at a special meeting called for that purpose. Section 82.286(2) lets the articles or bylaws classify directors as to their respective terms of office, elect them by class or by geographic district, and elect them annually by ballot instead of at a meeting. Section 82.301 provides that if directors are not elected on the designated day the corporation is not dissolved and every director continues to hold office and discharge a director's duties until a successor is elected.

Term limits

Not specified by statute.

Quorum

Section 82.271(1) makes a majority of the board a quorum at a duly assembled meeting unless the articles or bylaws provide for a different proportion, and the act of a majority of the directors present at a meeting where a quorum is present is the act of the board. Nevada names no floor, so the articles or bylaws may set the proportion higher or lower. Section 82.271(2) allows action without a meeting by written consent signed by a majority of the board, or by the larger proportion if a larger proportion would be needed for that action at a meeting, unless the articles or bylaws restrict it. Section 82.271(3) treats participation by electronic communication, videoconference, or teleconference as presence in person.

Annual meeting

Chapter 82 never commands a corporation to hold an annual meeting. Section 82.286(1) assumes one for a corporation whose members elect directors, saying the directors must be chosen at the annual meeting of members or delegates on a date fixed by the bylaws. Section 82.306 backs that up: if a corporation fails to elect directors within eighteen months after the last required election, members holding ten percent of the voting power, or fifty members, whichever is fewer, may petition the district court to order an election. A Nevada nonprofit with no voting members has no statutory meeting duty at all, and chapter 82 sets no minimum number of board meetings.

Conflict of interest

Section 82.226(1) provides that a contract or transaction between the corporation and one or more of its directors or officers, or an entity in which they are directors, officers, or financially interested, is not void or voidable solely for that reason, or because the interested director was present or the interested votes were counted, if any one of four circumstances exists. The four are that the interest is disclosed or known to the board or committee and noted in the minutes and the board approves it in good faith by a sufficient vote without counting the interested votes; or the interest is disclosed or known to the members and they approve it in good faith by a sufficient vote, in which case the interested directors' member votes do count; or the director or officer did not know of the interest when the matter came before the board; or the transaction is fair to the corporation when authorized. Section 82.226(2) lets interested directors count toward quorum. Section 82.226(3) lets the board fix director compensation unless the articles or bylaws say otherwise. Nevada requires no written conflict of interest policy.

Removing a director

Section 82.296(1) lets members representing at least a majority of the voting power entitled to vote for the director in question remove that director, with two qualifications: where directors are elected by cumulative voting, removal requires the votes that would have prevented the director's election, and the articles or bylaws may require a larger percentage. Section 82.296(2) provides that if there are no members entitled to vote for directors, a director may be removed by a majority vote of the directors entitled to vote for that director. Section 82.296(3) lets a director appointed by a public official or other person named in the articles or bylaws be removed with or without cause by written notice from the appointer to the chair or president, and the appointer may fill the vacancy. Otherwise, section 82.296(4) lets a majority of the remaining directors fill vacancies even if they are fewer than a quorum. Section 82.311 separately lets any director, or one third of the members, ask the district court to appoint an impartial provisional director when the board is deadlocked and the corporation is threatened with irreparable injury.

Recurring state filing

Nevada calls it a list, not an annual report. Section 82.193(3) subjects nonprofit corporations to sections 78.150 to 78.185 with nonprofit specific amounts: fifty dollars to file a list, a fifty dollar default penalty, and one hundred dollars to reinstate. Section 78.150(1) requires an initial list at the time the articles are filed, and section 78.150(2) requires an annual list on or before the last day of the month in which the anniversary of incorporation falls. Section 78.150(1) requires the names and titles of the president, secretary, and treasurer or their equivalents and of all the directors, an address for each one, and the signature of an officer certifying the list is true, complete, and accurate. Section 78.150(3) requires a declaration under penalty of perjury, including a statement that no officer or director was listed with the fraudulent intent of concealing who actually exercises that authority.

What's particular to Nevada

Sources

• Nevada Revised Statutes chapter 82, Nonprofit Corporations, Nev. Rev. Stat. sections 82.006 to 82.546 ↗
• Nev. Rev. Stat. chapter 82, Nonprofit Corporations, full chapter text ↗
• Nev. Rev. Stat. chapter 78, Private Corporations, including section 78.150 annual list ↗
• Nev. Rev. Stat. chapter 76, State Business Licenses ↗
• Nevada Legislature, Nevada Revised Statutes index ↗