§ 81.080 — Bylaws: Adoption; amendment; effectiveness

1. Each corporation incorporated under NRS 81.010 to 81.160 , inclusive, must, within 1 month after filing articles of incorporation, adopt a code of bylaws for its government and management not inconsistent with the provisions of NRS 81.010 to 81.160 , inclusive. A majority vote of the members or directors, or the written assent of such members or directors representing a majority of the votes, is necessary to adopt such bylaws.
2. The power to make additional bylaws and to alter the bylaws:
(a) If the bylaws were adopted by the members under the provisions of subsection 1, must remain in the members, but any corporation may, in its articles of incorporation, original or amended, or by resolution adopted by a majority vote, or by written consent of two-thirds of the members, confer that power upon the directors. Bylaws made by the directors under power so conferred may be altered by the directors or by the members.
(b) If the bylaws were adopted by the directors under the provisions of subsection 1, must remain in the directors, but any corporation may, in its articles of incorporation, original or amended, or by resolution adopted by a majority vote of the directors, or by written consent of two-thirds of the directors, confer that power upon the members. Bylaws made by the members under power so conferred may be altered by the directors or by the members.
3. The written consent of the owners of two-thirds of the stock or of two-thirds of the members shall suffice to adopt bylaws in addition to those adopted under the provisions of subsection 1, and to amend or repeal any bylaw.
4. All bylaws in force must be copied legibly in a book called the Book of Bylaws, kept at all times for inspection in the principal office. Until so copied, they shall not be effective or in force.

Legislative History

[Part 4:236:1921; 1933, 264 ; 1941, 329 ; 1931 NCL § 1578] + [Part 21:88:1903]—(NRS A 2013, 773 )