Can a nonprofit board vote by email in Nevada?

By signed written consent, and in Nevada a majority of the board is enough unless the articles or bylaws restrict it. The statute doesn't say whether an email reply counts as signed.

This is general information, not legal advice. Check your bylaws, and ask counsel whether a particular vote counts for your board.

What Nevada law says

NRS 82.271(2) says, "Unless otherwise restricted by the articles or bylaws," board action "may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of the board of directors." It adds, "If the vote of a different proportion of the directors or delegates is required for an action, then the different proportion of written consents is required."

Subsection 3 lets directors take part in a meeting by videoconference, teleconference or other technology, unless the articles or bylaws restrict it, and counts that as being present in person.

What that means for an email vote

• A majority of the whole board has to sign, not a majority of those who reply.
• If your bylaws require a larger vote for the action, you need that proportion of signatures.
• Signatures can come before or after the action.
• Ask counsel whether an emailed yes counts as a signed consent for your board, or have each director sign a PDF.

What your bylaws can change

The articles or bylaws can restrict written consent, including by requiring every director. Read yours before relying on the statute's majority.

Running the vote

Send one motion, in full, to every director. Set a closing time, and keep every reply with the minutes. Our guide to email votes has the steps, and the guide to unanimous written consent has a sample you can copy.

How Karma Compass handles this

Karma Compass won't draft a vote until someone on your board records what your bylaws say about voting outside a meeting, with the passage cited. Each director then votes from a link in their own email, and every vote is saved with who cast it and when. Voting is part of the Free plan.

See how board votes by email work in Karma Compass

Source

• Nevada Revised Statutes chapter 82: NRS 82.271 on written consent by a majority of the board and on attending meetings by electronic means. Read 12 November 2026.