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986 sections in this chapter.
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. § 21-2,100 Committees.
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(MBCA 8.25) (a) Unless the Nebraska Model Business Corporation Act or the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee. (b) Un…
Neb. Rev. Stat. § 21-2,101 Submission of matters for shareholder vote.
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(MBCA 8.26) A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.
Neb. Rev. Stat. § 21-2,102 Standards of conduct for directors.
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(MBCA 8.30) (a)(1) Each member of the board of directors, when discharging the duties of a director, shall act (i) in good faith and (ii) in a manner the director reasonably believes to be in the best interests of the corporation. (2) A director may, but need not, in considering …
Neb. Rev. Stat. § 21-2,103 Standards of liability for directors.
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(MBCA 8.31) (a) A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as a director unless the party asserting liability in a proceeding establishes that: (1) No defense interposed …
Neb. Rev. Stat. § 21-2,104 Directors' liability for unlawful distributions.
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(MBCA 8.33) (a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to subsection (a) of section 21-252 or subsection (a) of section 21-2,192 is personally liable to the corporation for the amount of the distribution that ex…
Neb. Rev. Stat. § 21-2,105 Officers.
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(MBCA 8.40) (a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officer…
Neb. Rev. Stat. § 21-2,106 Functions of officers.
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(MBCA 8.41) Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the …
Neb. Rev. Stat. § 21-2,107 Standards of conduct for officers.
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(MBCA 8.42) (a) An officer, when performing in such capacity, has the duty to act: (1) In good faith; (2) With the care that a person in a like position would reasonably exercise under similar circumstances; and (3) In a manner the officer reasonably believes to be in the best in…
Neb. Rev. Stat. § 21-2,108 Resignation and removal of officers.
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(MBCA 8.43) (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointin…
Neb. Rev. Stat. § 21-2,109 Contract rights of officers.
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(MBCA 8.44) (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…
Neb. Rev. Stat. § 21-2,110 Subpart definitions.
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(MBCA 8.50) In sections 21-2,110 to 21-2,119: (1) Corporation includes any domestic or foreign predecessor entity of a corporation in a merger. (2) Director or officer means an individual who is or was a director or officer, respectively, of a corporation or who, while a director…
Neb. Rev. Stat. § 21-2,111 Permissible indemnification.
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(MBCA 8.51) (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (1)(i) The director conducted himself or herself in good fa…
Neb. Rev. Stat. § 21-2,112 Mandatory indemnification.
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(MBCA 8.52) 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 was a director of the corporation against expenses incurred by the director in connecti…
Neb. Rev. Stat. § 21-2,113 Advance for expenses.
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(MBCA 8.53) (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors i…
Neb. Rev. Stat. § 21-2,114 Court-ordered indemnification and advance for expenses.
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(MBCA 8.54) (a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after givin…
Neb. Rev. Stat. § 21-2,115 Determination and authorization of indemnification.
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(MBCA 8.55) (a) A corporation may not indemnify a director under section 21-2,111 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in section…
Neb. Rev. Stat. § 21-2,116 Indemnification of officers.
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(MBCA 8.56) (a) A corporation may indemnify and advance expenses under sections 21-2,110 to 21-2,119 to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation: (1) To the same extent as a director; and (2) If he or she is a…
Neb. Rev. Stat. § 21-2,117 Insurance.
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(MBCA 8.57) A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, member, partner, trustee, …
Neb. Rev. Stat. § 21-2,118 Variation by corporate action; application of subchapter.
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(MBCA 8.58) (a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indem…
Neb. Rev. Stat. § 21-2,119 Exclusivity of subpart.
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(MBCA 8.59) A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by sections 21-2,110 to 21-2,119.
Neb. Rev. Stat. § 21-2,120 Subpart definitions.
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(MBCA 8.60) In sections 21-2,120 to 21-2,123: (1) Director's conflicting interest transaction means a transaction effected or proposed to be effected by the corporation or by an entity controlled by the corporation: (i) To which, at the relevant time, the director is a party; (ii…
Neb. Rev. Stat. § 21-2,121 Judicial action.
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(MBCA 8.61) (a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proc…
Neb. Rev. Stat. § 21-2,122 Directors' action.
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(MBCA 8.62) (a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of subdivision (b)(1) of section 21-2,121 if the transaction has been authorized by the affirmative vote of a majority, but no fewer than two, of the qualified dir…
Neb. Rev. Stat. § 21-2,123 Shareholders' action.
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(MBCA 8.63) (a) Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of subdivision (b)(2) of section 21-2,121 if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after (1) notic…
Neb. Rev. Stat. § 21-2,124 Business opportunities.
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(MBCA 8.70) (a) If a director or officer pursues or takes advantage of a business opportunity, directly, or indirectly through or on behalf of another person, that action may not be the subject of equitable relief or give rise to an award of damages or other sanctions against the…
Neb. Rev. Stat. § 21-2,125 Excluded transactions.
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(MBCA 9.01) Sections 21-2,125 to 21-2,149 may not be used to effect a transaction that converts an insurance company organized on the mutual principle to one organized on a stock-share basis.
Neb. Rev. Stat. § 21-2,126 Required approvals.
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(MBCA 9.02) (a) If a domestic or foreign business corporation or eligible entity may not be a party to a merger without the approval of the Attorney General, the Department of Banking and Finance, the Department of Insurance, or the Public Service Commission, the corporation or e…
Neb. Rev. Stat. § 21-2,127 Domestication.
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(MBCA 9.20) (a) A foreign business corporation may become a domestic business corporation only if the domestication is permitted by the organic law of the foreign corporation. (b) A domestic business corporation may become a foreign business corporation if the domestication is pe…
Neb. Rev. Stat. § 21-2,128 Action on a plan of domestication.
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(MBCA 9.21) In the case of a domestication of a domestic business corporation in a foreign jurisdiction: (1) The plan of domestication must be adopted by the board of directors. (2) After adopting the plan of domestication, the board of directors must submit the plan to the share…
Neb. Rev. Stat. § 21-2,129 Articles of domestication.
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(MBCA 9.22) (a) After the domestication of a foreign business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication shall be signed by any officer or other duly authorized representative. The articles shall set forth: (1) T…
Neb. Rev. Stat. § 21-2,130 Surrender of charter upon domestication.
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(MBCA 9.23) (a) Whenever a domestic business corporation has adopted and approved, in the manner required by sections 21-2,127 to 21-2,132, a plan of domestication providing for the corporation to be domesticated in a foreign jurisdiction, articles of charter surrender shall be s…
Neb. Rev. Stat. § 21-2,131 Effect of domestication.
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(MBCA 9.24) (a) When a domestication becomes effective: (1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment; (2) The liabilities of the corporation remain the liabilities of t…