Chapter 21 — CORPORATIONS AND OTHER COMPANIES
1,159 sections in this chapter.
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…
Neb. Rev. Stat. § 21-1982 Call and notice of meeting.
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(a) Unless the articles, bylaws, or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws, or subsection (c) of this section provide otherwise, special meetings of the board must be preceded by …
Neb. Rev. Stat. § 21-1983 Waiver of notice.
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(a) A director may at any time waive any notice required by the Nebraska Nonprofit Corporation Act, the articles, or bylaws. Except as provided in subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minu…
Neb. Rev. Stat. § 21-1984 Quorum; voting.
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(a) Except as otherwise provided in the Nebraska Nonprofit Corporation Act, the articles, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum o…
Neb. Rev. Stat. § 21-1985 Committees of the board.
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(a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors who serve at the pleasure of the board. (b) The creat…
Neb. Rev. Stat. § 21-1986 General standards for directors.
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(a) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner he or she r…
Neb. Rev. Stat. § 21-1987 Director; conflict of interest.
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(a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction was fai…
Neb. Rev. Stat. § 21-1988 Loans to or guaranties for directors and officers.
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(a) A corporation may not lend money to or guaranty the obligation of a director or officer of the corporation. (b) The fact that a loan or guaranty is made in violation of this section does not affect the borrower's liability on the loan.
Neb. Rev. Stat. § 21-1989 Liability for unlawful distributions.
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(a) Unless a director complies with the applicable standards of conduct described in section 21-1986, a director who votes for or assents to a distribution made in violation of the Nebraska Nonprofit Corporation Act is personally liable to the corporation for the amount of the di…
Neb. Rev. Stat. § 21-1990 Required officers.
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(a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board. (b) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes o…
Neb. Rev. Stat. § 21-1991 Duties and authority of officers.
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Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and aut…
Neb. Rev. Stat. § 21-1992 Standards of conduct for officers.
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(a) An officer with discretionary authority shall discharge his or her duties under that authority: (1) In good faith; (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) In a manner the officer reasonably believes…
Neb. Rev. Stat. § 21-1993 Resignation and removal of officers.
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(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future e…
Neb. Rev. Stat. § 21-1994 Contract rights of officers.
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(a) The appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Neb. Rev. Stat. § 21-1995 Officers' authority to execute documents.
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Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the si…
Neb. Rev. Stat. § 21-1996 Terms, defined.
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For purposes of sections 21-1996 to 21-19,104: (1) Corporation includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction; (2) Director means an individual …
Neb. Rev. Stat. § 21-1997 Authority to indemnify.
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(a) Except as provided in subsection (d) of this section a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual: (1) Conducted himself or herself in good fai…
Neb. Rev. Stat. § 21-1998 Mandatory indemnification.
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Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she is or was a director of the corporation against re…
Neb. Rev. Stat. § 21-1999 Advance for expenses.
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(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) The director furnishes the corporation a written affirmation of his or her good faith belief that he …
Neb. Rev. Stat. § 21-2 Committees.
Repealed. Laws 2014, LB749, § 298; Laws 2015, LB157, § 10.
Repealed. Laws 2014, LB749, § 298; Laws 2015, LB157, § 10.
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[Repealed or reserved.]
Repealed. Laws 2014, LB749, § 298; Laws 2015, LB157, § 10.
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[Repealed or reserved.]
Repealed. Laws 2014, LB749, § 298; Laws 2015, LB157, § 10.
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[Repealed or reserved.]