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986 sections in this chapter.
Neb. Rev. Stat. § 21-1936 Resignation of registered agent.
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(a) A registered agent may resign as the registered agent by signing and delivering to the Secretary of State the original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued. (b) A…
Neb. Rev. Stat. § 21-1937 Service on corporation.
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(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. (b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corpo…
Neb. Rev. Stat. § 21-1938 Admission of members.
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(a) The articles or bylaws may establish criteria or procedures for admission of members. (b) No person shall be admitted as a member without his or her consent.
Neb. Rev. Stat. § 21-1939 Consideration.
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Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.
Neb. Rev. Stat. § 21-194 Uniformity of application and construction.
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(RULLCA 1101) In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
Neb. Rev. Stat. § 21-1940 No requirement of members.
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A corporation is not required to have members.
Neb. Rev. Stat. § 21-1941 Differences in rights and obligations.
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All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with re…
Neb. Rev. Stat. § 21-1942 Transfers.
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(a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom. (b) No member of a public benefit or religious corporation may transfer a membership or any right arising theref…
Neb. Rev. Stat. § 21-1943 Member's liability to third parties.
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A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.
Neb. Rev. Stat. § 21-1944 Member's liability for dues, assessments, and fees.
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A member may become liable to the corporation for dues, assessments, or fees. However, an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability.
Neb. Rev. Stat. § 21-1945 Creditor's action against member.
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(a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such pr…
Neb. Rev. Stat. § 21-1946 Resignation.
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(a) A member may resign at any time. (b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.
Neb. Rev. Stat. § 21-1947 Termination, expulsion, and suspension.
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(a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith. (b) A pr…
Neb. Rev. Stat. § 21-1948 Purchase of memberships.
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(a) A public benefit or religious corporation may not purchase any of its memberships or any right arising therefrom. (b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditio…
Neb. Rev. Stat. § 21-1949 Derivative suits.
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(a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by: (i) Any member or members having five percent or more of the voting power or by fifty members, whichever is less; or (ii) any director. (b) In any such proceed…
Neb. Rev. Stat. § 21-195 Relation to Electronic Signatures in Global and National Commerce Act.
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(RULLCA 1102) The Nebraska Uniform Limited Liability Company Act modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede section 101(c) of that act, 15 U.S.C. 7001(c),…
Neb. Rev. Stat. § 21-1950 Delegates.
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(a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (b) The articles or bylaws may set forth provisions relating to: (1) The characteristics, qualifications, rights, limitations, and obligations of delegates includ…
Neb. Rev. Stat. § 21-1951 Annual and regular meetings.
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(a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws. (c) Annual and re…
Neb. Rev. Stat. § 21-1952 Special meeting.
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(a) A corporation with members shall hold a special meeting of members: (1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (2) Except as provided in the articles or bylaws of a religious corporation if the holders of at least five …
Neb. Rev. Stat. § 21-1953 Court-ordered meeting.
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(a) The district court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may summarily order a meeting to be held: (1) On application of any member or other person entitled to participate in an annual or regular mee…
Neb. Rev. Stat. § 21-1954 Action by written consent.
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(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by the Nebraska Nonprofit Corporation Act to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent of th…
Neb. Rev. Stat. § 21-1955 Notice of meeting.
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(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and …
Neb. Rev. Stat. § 21-1956 Waiver of notice.
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(a) A member may waive any notice required by the Nebraska Nonprofit Corporation Act, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation…
Neb. Rev. Stat. § 21-1957 Record date; determining members entitled to notice and vote.
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(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a rec…
Neb. Rev. Stat. § 21-1958 Action by written ballot.
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(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter. (b) A written…
Neb. Rev. Stat. § 21-1959 Members' list for meeting.
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(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting.…
Neb. Rev. Stat. § 21-196 Effect on certain actions, proceedings, and rights.
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(RULLCA 1103) The Nebraska Uniform Limited Liability Company Act does not affect an action commenced, proceeding brought, or right accrued before January 1, 2011.
Neb. Rev. Stat. § 21-1960 Voting entitlement generally.
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(a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. (b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to v…
Neb. Rev. Stat. § 21-1961 Quorum requirements.
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(a) Unless the Nebraska Nonprofit Corporation Act, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to de…
Neb. Rev. Stat. § 21-1962 Voting requirements.
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(a) Unless the Nebraska Nonprofit Corporation Act, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) i…
Neb. Rev. Stat. § 21-1963 Proxies.
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(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney in fact. (b) An appointment of a proxy is effective when received by the secre…
Neb. Rev. Stat. § 21-1964 Cumulative voting for directors.
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(a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribut…
Neb. Rev. Stat. § 21-1965 Other methods of electing directors.
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A corporation may provide in its articles or bylaws for the election of directors by members or delegates (1) on the basis of chapter or other organizational unit, (2) by region or other geographic unit, (3) by preferential voting, or (4) by any other reasonable method.
Neb. Rev. Stat. § 21-1966 Corporation's acceptance of votes.
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(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member. (b) If the nam…
Neb. Rev. Stat. § 21-1967 Voting agreements.
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(a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to ten years. For public benefit corporations such agreements must have a reasonable purpose not inconsistent with …
Neb. Rev. Stat. § 21-1968 Requirement for and duties of board of directors.
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(a) Each corporation must have a board of directors. (b) Except as provided in the Nebraska Nonprofit Corporation Act or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the dire…
Neb. Rev. Stat. § 21-1969 Qualifications of directors.
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All directors must be individuals. The articles or bylaws may prescribe other qualifications for directors.
Neb. Rev. Stat. § 21-197 Application to existing relationships.
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(RULLCA 1104) (a) Before January 1, 2013, the Nebraska Uniform Limited Liability Company Act governs only: (1) a limited liability company formed on or after January 1, 2011; and (2) except as otherwise provided in subsection (c) of this section, a limited liability company forme…
Neb. Rev. Stat. § 21-1970 Number of directors.
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(a) A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. (b) The number of directors may be increased or decreased (but to no fewer than three) from time to time by amendment to or in the …
Neb. Rev. Stat. § 21-1971 Election, designation, and appointment of directors.
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(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election or provide that some of…
Neb. Rev. Stat. § 21-1972 Terms of directors generally.
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(a) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one year. Directors m…
Neb. Rev. Stat. § 21-1973 Staggered terms for directors.
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The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
Neb. Rev. Stat. § 21-1974 Resignation of directors.
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(a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer, or to the president or secretary. (b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation …
Neb. Rev. Stat. § 21-1975 Removal of directors elected by members or directors.
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(a) The members may remove one or more directors elected by them without cause. (b) If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, …
Neb. Rev. Stat. § 21-1976 Removal of designated or appointed directors.
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(a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation. (b)(1) An appointed director may be removed without cause by the person appointing the director except as otherwise provided in the articles or bylaws; (2) The…
Neb. Rev. Stat. § 21-1977 Removal of directors by judicial proceeding.
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(a) The district court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten p…
Neb. Rev. Stat. § 21-1978 Vacancy on board.
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(a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The members, if any, may fill the va…
Neb. Rev. Stat. § 21-1979 Compensation of directors.
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Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors.
Neb. Rev. Stat. § 21-1980 Regular and special meetings.
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(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings. (b) A board of directors may hold regular or special meetings in or out of this state. (c) Unless the articles or byla…
Neb. Rev. Stat. § 21-1981 Action without meeting.
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(a) Unless the articles or bylaws provide otherwise, action required or permitted by the Nebraska Nonprofit Corporation Act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced…