Directors' resolutions under Nevada NRS Chapter 78
How a Nevada corporation's board passes resolutions, by meeting or under NRS § 78.315 unanimous written consent, with the 15%-threshold inspection rule under § 78.105.
| § 78.315 | Directors' meetings; action without meeting |
|---|---|
| § 78.140 | Conflict-of-interest transactions |
| § 78.105 | Stockholder inspection rights |
- NRS § 78.315 permits action by directors without a meeting if every director consents in writing
- Nevada's distinctive 15% threshold for stockholder inspection rights (§ 78.105)
- Conflict-of-interest transactions governed by § 78.140
- Telephone and electronic meetings permitted
- Nevada has historically positioned itself as a director-friendly jurisdiction
NRS § 78.315 unanimous written consent
Nevada permits action by directors without a meeting, provided every director entitled to vote signs the consent. The mechanism is standard and tracks Delaware § 141(f). Every director must sign; one missing signature invalidates the consent.
Conflict-of-interest under § 78.140
Nevada's § 78.140 follows the Model Act pattern for interested-director transactions: disclosure plus majority disinterested director approval, shareholder ratification, or fairness. Nevada gives somewhat more weight to the directors' business judgment than Delaware.
Distinctive Nevada features
Nevada has positioned itself as director-friendly. Notable: (a) the 15% stockholder threshold for inspection rights (§ 78.105), much higher than Delaware's 'any record holder' standard; (b) NRS § 78.138 codifies the business judgment rule explicitly; (c) the indemnification provisions are unusually permissive.
Octelligence captures every directors' resolution against the corporation it governs, with full signature record and unalterable timestamp. Filed automatically to the minute book.
See Digital Corporate RecordsTemplates per jurisdiction, electronic signature, complete activity log, every resolution tied to its underlying transaction.