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986 sections in this chapter.
Neb. Rev. Stat. § 21-2507 False or fraudulent registration; liability.
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Any person who for himself or herself or on behalf of any other person files or registers any name in the office of the Secretary of State under the Name Protection Act by knowingly making any false or fraudulent representation or declaration, verbally or in writing, or by any ot…
Neb. Rev. Stat. § 21-2508 Wrongful use of registered name; liability; action to enjoin; other remedies.
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Any person shall be liable in a civil action by the owner of a registered name for a wrongful use of such name, and any owner of a name registered under the Name Protection Act may enjoin the wrongful use of the registered name. Any court of competent jurisdiction may grant an in…
Neb. Rev. Stat. § 21-251 Corporation's acquisition of its own shares.
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(MBCA 6.31) (a) A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquire…
Neb. Rev. Stat. § 21-252 Distributions to shareholders.
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(MBCA 6.40) (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section. (b) If the board of directors does not fix the record da…
Neb. Rev. Stat. § 21-253 Annual meeting.
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(MBCA 7.01) (a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by section 21-256, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (b) Annual shareholders' meetings m…
Neb. Rev. Stat. § 21-254 Special meeting.
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(MBCA 7.02) (a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or (2) If shareholders holding at least ten percent of all the votes entitled…
Neb. Rev. Stat. § 21-255 Court-ordered meeting.
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(MBCA 7.03) (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 shareholder of the corporation, if an annual meeting was not h…
Neb. Rev. Stat. § 21-256 Action without meeting.
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(MBCA 7.04) (a) Action required or permitted by the Nebraska Model Business Corporation Act to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or …
Neb. Rev. Stat. § 21-257 Notice of meeting.
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(MBCA 7.05) (a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the meeting date. If the board of directors has authorized participation by means of remote comm…
Neb. Rev. Stat. § 21-258 Waiver of notice.
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(MBCA 7.06) (a) A shareholder may waive any notice required by the Nebraska Model Business Corporation Act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the…
Neb. Rev. Stat. § 21-259 Record date.
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(MBCA 7.07) (a) The bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If th…
Neb. Rev. Stat. § 21-260 Conduct of the meeting.
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(MBCA 7.08) (a) At each meeting of shareholders, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence of such provision, by the board. (b) The chairperson, unless the articles of incorporation or bylaws provide otherwise, sh…
Neb. Rev. Stat. § 21-261 Remote participation in annual and special meetings.
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(MBCA 7.09) (a) Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. Participation by means of remote communication shall be…
Neb. Rev. Stat. § 21-262 Shareholders' list for meeting.
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(MBCA 7.20) (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. If the board of directors fixes a different record date under subsection (e) of s…
Neb. Rev. Stat. § 21-263 Voting entitlement of shares.
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(MBCA 7.21) (a) Except as provided in subsections (b) and (d) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitl…
Neb. Rev. Stat. § 21-264 Proxies.
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(MBCA 7.22) (a) A shareholder may vote the shareholder's shares in person or by proxy. (b) A shareholder, or the shareholder's agent or attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmissi…
Neb. Rev. Stat. § 21-265 Shares held by intermediaries and nominees.
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(MBCA 7.23) (a) A corporation's board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation a …
Neb. Rev. Stat. § 21-266 Corporation's acceptance of votes.
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(MBCA 7.24) (a) If the name signed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the ac…
Neb. Rev. Stat. § 21-267 Quorum and voting requirements for voting groups.
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(MBCA 7.25) (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation provide otherwise, a majority of the votes entitled to be cast on …
Neb. Rev. Stat. § 21-268 Action by single and multiple voting groups.
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(MBCA 7.26) (a) If the articles of incorporation or the Nebraska Model Business Corporation Act provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 21-267. (b) If the articles of incor…
Neb. Rev. Stat. § 21-269 Greater quorum or voting requirements.
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(MBCA 7.27) (a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by the Nebraska Model Business Corporation Act. (b) An amendment to the articles of incorporation that add…
Neb. Rev. Stat. § 21-270 Voting for directors; cumulative voting.
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(MBCA 7.28) (a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (b) In all elections for directors, every shareholder entit…
Neb. Rev. Stat. § 21-2701 Terms, defined.
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As used in sections 21-2701 to 21-2703, unless the context otherwise requires: (1) Private corporation shall mean a corporation organized under Chapter 21, with a purpose of establishing, operating and maintaining a foreign trade zone; (2) Public corporation shall mean this state…
Neb. Rev. Stat. § 21-2702 Foreign trade zones; establishment, operation, and maintenance.
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Any private corporation or public corporation shall have the power to apply to the proper authorities of the United States for a grant of the privilege of establishing, operating and maintaining foreign trade zones and foreign trade subzones under the provisions of the Act of Con…
Neb. Rev. Stat. § 21-2703 Foreign trade zones; select and describe locations.
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Any private corporation or public corporation may select and describe the location of the foreign trade zones or foreign trade subzones for which an application is made, and make such rules and regulations concerning the establishment, operation and maintenance of the foreign tra…
Neb. Rev. Stat. § 21-271 Inspectors of election.
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(MBCA 7.29) (a) A public corporation shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders in connection with determining voting results. Each inspector shall certify in writing that the inspector will faithfully execute the duti…
Neb. Rev. Stat. § 21-271.01 Judicial review of corporate elections, shareholder votes, and other corporate governance disputes.
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(MBCA 7.29A) (a) Upon application of or in a proceeding commenced by a person specified in subsection (b) of this section, the district court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may determine: (1) The …
Neb. Rev. Stat. § 21-272 Voting trusts.
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(MBCA 7.30) (a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their…
Neb. Rev. Stat. § 21-273 Voting agreements.
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(MBCA 7.31) (a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 21-272. (b) A voting agreement created unde…
Neb. Rev. Stat. § 21-274 Shareholder agreements.
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(MBCA 7.32) (a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of the Nebraska Model Business Corporation Act in that it:…
Neb. Rev. Stat. § 21-275 Subpart definitions.
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(MBCA 7.40) In sections 21-275 to 21-282: (1) Derivative proceeding means a civil suit in the right of a domestic corporation or, to the extent provided in section 21-282, in the right of a foreign corporation. (2) Shareholder means a record shareholder, a beneficial shareholder,…
Neb. Rev. Stat. § 21-276 Standing.
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(MBCA 7.41) A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1) Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareho…
Neb. Rev. Stat. § 21-277 Demand.
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(MBCA 7.42) (a) No shareholder may commence a derivative proceeding until: (1) A written demand has been made upon the corporation to take suitable action; and (2) Ninety days have expired from the date delivery of the demand was made unless the shareholder has earlier been notif…
Neb. Rev. Stat. § 21-278 Stay of proceedings.
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(MBCA 7.43) If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
Neb. Rev. Stat. § 21-279 Dismissal.
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(MBCA 7.44) (a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection (b) or (e) of this section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, t…
Neb. Rev. Stat. § 21-280 Discontinuance or settlement.
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(MBCA 7.45) A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the cour…
Neb. Rev. Stat. § 21-2801 Religious association; ceases to exist; vesting of property.
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Whenever any religious association organized as follows: (1) Unincorporated church, parish, congregation, or association which may or may not recognize some superior church authority, (2) The single church, parish, or congregation which is incorporated as an entity and is legally…
Neb. Rev. Stat. § 21-2802 Religious association; vesting of property; application; notice; transfer of property.
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Upon the application to the district court for the county where such religious association was located, as provided in section 21-2801, by any officer, director, or trustee of the body in which such property is to vest as aforesaid, the court shall appoint a time for hearing the …
Neb. Rev. Stat. § 21-2803 Religious association; affiliated with other association; withdrawal; use of name.
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Whenever any religious association, as defined in subdivision (1) or (2) of section 21-2801, shall have been affiliated with a conference, missionary society, state convention, or other body which is incorporated as the statewide cooperative agency of affiliated religious associa…
Neb. Rev. Stat. § 21-281 Payment of expenses.
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(MBCA 7.46) On termination of the derivative proceeding the court may: (1) Order the corporation to pay the plaintiff's reasonable expenses, including attorney's fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporat…
Neb. Rev. Stat. § 21-282 Applicability to foreign corporations.
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(MBCA 7.47) In any derivative proceeding in the right of a foreign corporation, the matters covered by sections 21-275 to 21-282 shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 21-278, 21-280, and 21-281.
Neb. Rev. Stat. § 21-283 Shareholder action to appoint custodian or receiver.
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(MBCA 7.48) (a) The court may appoint one or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder when it is established that: (1) The directors are deadlocked in the management of the corpo…
Neb. Rev. Stat. § 21-284 Requirement for and functions of board of directors.
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(MBCA 8.01) (a) Except as provided in section 21-274, each corporation must have a board of directors. (b) All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be mana…
Neb. Rev. Stat. § 21-285 Qualifications of directors.
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(MBCA 8.02) (a) The articles of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and must be lawful. (b) A requirement that is based on a past, current, or prospective…
Neb. Rev. Stat. § 21-286 Number and election of directors.
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(MBCA 8.03) (a) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. (b) The number of directors may be increased or decreased from time to time by amendment to, or in the m…
Neb. Rev. Stat. § 21-287 Election of directors by certain classes of shareholders.
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(MBCA 8.04) If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class, or classes, of shares entitled to e…
Neb. Rev. Stat. § 21-288 Terms of directors generally.
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(MBCA 8.05) (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (b) The terms of all other directors expire at the next or, if their terms are staggered in accordance with section 21-289, at the applica…
Neb. Rev. Stat. § 21-289 Staggered terms for directors.
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(MBCA 8.06) The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be practicable. In that event, the terms o…
Neb. Rev. Stat. § 21-29,100 Complaint.
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In a derivative action, the complaint shall state with particularity: (1) The date and content of the plaintiff's demand and the limited cooperative association's response to the demand; and (2) If ninety days have not expired under subdivision (2) of section 21-2998, that irrepa…
Neb. Rev. Stat. § 21-29,101 Proceeds and expenses.
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(1) Except as otherwise provided in subsection (2) of this section: (a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited cooperative association and not to the derivative plaintiff; and (b) If the derivat…