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Free Nevada Corporate Bylaws Template

Corporate bylaws are the internal rules your Nevada corporation runs on, and directors hold more power over them here than in almost any other state. Answer a few simple questions and Document Genius builds a customizable set in minutes.

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What Are Corporate Bylaws in Nevada?

Corporate bylaws are the internal rules a Nevada corporation adopts to govern itself. NRS 78.120, headed board of directors and general powers, is where the authority over them sits.

Placement tells you something. Nevada corporate bylaws count as an aspect of board power rather than as a separate subject, and subsection 2 reads accordingly.

Nevada Requirements for Corporate Bylaws

Subsection 2 of NRS 78.120 carries three sentences, and each one widens director authority a little further.

Directors Make the Bylaws

Subject to any bylaws the stockholders have adopted, the directors may make the bylaws of the corporation. That is the starting position rather than an option granted by the articles.

Directors Can Reach Stockholder Bylaws

Here is the sentence that sets Nevada apart. Unless otherwise prohibited by a bylaw adopted by the stockholders, the directors may adopt, amend, or repeal any bylaw, including any bylaw adopted by the stockholders.

Read that carefully. A stockholder-adopted bylaw is not automatically safe from the board; stockholders have to say expressly that it is.

The Articles Can Make It Exclusive

The third sentence goes further still. The articles of incorporation may grant the authority to adopt, amend, or repeal bylaws exclusively to the directors, shutting stockholders out of the process altogether.

Can Nevada Directors Change a Stockholder Bylaw?

Yes, unless the stockholders blocked it. NRS 78.120(2) lets directors adopt, amend, or repeal any bylaw, and says in terms that this includes bylaws the stockholders themselves adopted.

Protection here is opt-in and belongs to the stockholders. A bylaw adopted by stockholders that says nothing about board authority remains within the board’s reach.

Drafting practice follows from that. Where stockholders want a provision to hold, the bylaw itself needs language prohibiting the directors from touching it.

Granting exclusive bylaw authority to directors takes a provision in the articles of incorporation, not the bylaws. Because the articles are filed with the state and harder to change, treat that as a formation-stage decision rather than something to revisit casually.

How to Adopt Corporate Bylaws in Nevada

Adopting Nevada corporate bylaws is a board matter, and nothing is filed with the state.

  1. File your articles of incorporation, deciding whether to grant directors exclusive bylaw authority.
  2. Seat the board, since NRS 78.120(2) points at the directors.
  3. Draft the bylaws, from meeting rules through to stock handling.
  4. Flag any provision stockholders want protected, and write the prohibition into that bylaw.
  5. Adopt by board action and minute the vote with its date.
  6. Keep the signed copy in your corporate records, replacing it after each amendment.