Nevada Revised Statutes

Nev. Rev. Stat. § 78.120 (2026)

Board of directors: General powers

✓ current as of July 2026
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NRS 78.120  Board of directors: General powers.

      1.  Subject only to such limitations as may be provided by this chapter, or the articles of incorporation of the corporation, the board of directors has full control over the affairs of the corporation.

      2.  Except as otherwise provided in this subsection and subject to the bylaws, if any, adopted by the stockholders, the directors may make the bylaws of the corporation. Unless otherwise prohibited by any bylaw adopted by the stockholders, the directors may adopt, amend or repeal any bylaw, including any bylaw adopted by the stockholders. The articles of incorporation may grant the authority to adopt, amend or repeal bylaws exclusively to the directors.

      3.  The selection of a period for the achievement of corporate goals is the responsibility of the directors.

      [Part 31:177:1925; NCL § 1630]—(NRS A 1991, 1217; 2003, 3083; 2005, 2176)

     

Notes of Decisions
Cited in 4 cases, 1985–2020 · leading case: Shoen v. SAC Holding Corp., 137 P.3d 1171 (Nev. 2006).
Shoen v. SAC Holding Corp., 137 P.3d 1171 (Nev. 2006). “In dismissing both the amended and proposed consolidated complaints, the court effectively recognized that, since Paul’s counsel had con *632 ceded that the demand futility analysis was identical under both complaints, if demand futility had not been sufficiently alleged, there…”
JLL Consultants, Inc. v. Gothner (In re AgFeed USA, LLC), 546 B.R. 318 (Bankr. D. Del. 2016). “3d 1171, 1178 (2006) (citing NRS 78.120(1)); Berman v. Riverside Casino Corporation, 247 F.”
Horwitz v. Sw. Forest Indus., Inc., 604 F. Supp. 1130 (D. Nev. 1985). “Nevada statute, NRS 78.120(1) provides that, with certain limitations not pertinent here, the board of directors shall have full control over the affairs of the corporation.”
Meridian OHC Partners, LP v. Davis (D. Haw. 2020). “” Nev. Rev. Stat. § 78.120 (1). The management of such affairs includes the decision to take legal action on the corporation’s behalf.”
— Nev. Rev. Stat. § 78.120(1) — 3 cases
Shoen v. SAC Holding Corp., 137 P.3d 1171 (Nev. 2006). “In dismissing both the amended and proposed consolidated complaints, the court effectively recognized that, since Paul’s counsel had con *632 ceded that the demand futility analysis was identical under both complaints, if demand futility had not been sufficiently alleged, there…”
JLL Consultants, Inc. v. Gothner (In re AgFeed USA, LLC), 546 B.R. 318 (Bankr. D. Del. 2016). “3d 1171, 1178 (2006) (citing NRS 78.120(1)); Berman v. Riverside Casino Corporation, 247 F.”
Horwitz v. Sw. Forest Indus., Inc., 604 F. Supp. 1130 (D. Nev. 1985). “Nevada statute, NRS 78.120(1) provides that, with certain limitations not pertinent here, the board of directors shall have full control over the affairs of the corporation.”
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