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986 sections in this chapter.
Neb. Rev. Stat. § 21-29,102 Governing law.
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(1) The laws of the state or other jurisdiction under which a foreign limited cooperative association is organized govern relations among the members of the foreign limited cooperative association and between the members and the foreign limited cooperative association. (2) A fore…
Neb. Rev. Stat. § 21-29,103 Application for certificate of authority.
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(1) A foreign limited cooperative association may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application shall state: (a) The name of the foreign limited cooperative association an…
Neb. Rev. Stat. § 21-29,104 Activities not constituting transacting business.
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(1) Activities of a foreign limited cooperative association which do not constitute transacting business in this state within the meaning of this section include: (a) Maintaining, defending, and settling an action or proceeding; (b) Holding meetings of its members or carrying on …
Neb. Rev. Stat. § 21-29,105 Filing of certificate of authority.
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Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of the Nebraska Limited Cooperative Association Act, the Secretary of State, upon payment of all filing fees, shall file the application, prepa…
Neb. Rev. Stat. § 21-29,106 Noncomplying name of foreign cooperative.
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(1) A foreign limited cooperative association whose name does not comply with section 21-2908 shall not obtain a certificate of authority until it adopts, for purposes of transacting business in this state, an alternative name that complies with such section. A foreign limited co…
Neb. Rev. Stat. § 21-29,107 Revocation of certificate of authority.
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(1) A certificate of authority of a foreign limited cooperative association to transact business in this state may be revoked by the Secretary of State in the manner provided in subsections (2) and (3) of this section if the foreign limited cooperative association does not: (a) P…
Neb. Rev. Stat. § 21-29,108 Cancellation of certificate of authority; effect of failure to have certificate.
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(1) To cancel its certificate of authority to transact business in this state, a foreign limited cooperative association shall deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 21-291…
Neb. Rev. Stat. § 21-29,109 Action by Attorney General.
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The Attorney General may maintain an action to restrain a foreign limited cooperative association from transacting business in this state in violation of the Nebraska Limited Cooperative Association Act.
Neb. Rev. Stat. § 21-29,110 Authority to amend articles of organization or bylaws; rights of member.
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(1) A limited cooperative association may amend its articles of organization or bylaws. (2) Unless the articles of organization or bylaws provide otherwise, a member of a limited cooperative association does not have vested property rights resulting from any provision in the arti…
Neb. Rev. Stat. § 21-29,111 Notice and action on amendment of articles of organization or bylaws.
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To amend its articles of organization or bylaws: (1) A proposed amendment shall be approved by a majority vote of the board of directors unless a greater vote is required by the articles of organization or bylaws; and (2) The board of directors shall mail or otherwise transmit or…
Neb. Rev. Stat. § 21-29,112 Change to amendment of articles of organization or bylaws at meeting.
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(1) No substantive change to the proposed amendment of the articles of organization or bylaws shall be made at the members' meeting at which the vote occurs. (2) Subject to subsection (1) of this section, any amendment of the amendment need not be separately voted upon by the boa…
Neb. Rev. Stat. § 21-29,113 Approval of amendment.
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(1) An amendment to the articles of organization shall be approved by at least a two-thirds vote of members voting at the meeting. (2) An amendment to the bylaws shall be approved by at least a majority vote of members voting at the meeting and by at least a majority of investor …
Neb. Rev. Stat. § 21-29,114 Vote affecting group, class, or district of members.
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Members shall vote as a separate group, if a proposed amendment affects the group, class, or district of members in: (1) The equity capital structure of the limited cooperative association, including the rights of the limited cooperative association's members to share in profits …
Neb. Rev. Stat. § 21-29,115 Emergency bylaws; procedure for adoption.
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(1) Unless the articles of organization provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency described in subsection (4) of this section. The emergency bylaws may be amended or repealed by the members and may make all provisions necessar…
Neb. Rev. Stat. § 21-29,116 Amendment or restatement of articles of organization.
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(1) To amend or restate its articles of organization, a limited cooperative association shall deliver to the Secretary of State for filing an amendment or restatement of the articles of organization stating: (a) The name of the limited cooperative association; (b) The date of fil…
Neb. Rev. Stat. § 21-29,117 Merger and consolidation; terms, defined.
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For purposes of sections 21-29,117 to 21-29,127: (1) Constituent limited cooperative association means a limited cooperative association that is a party to a merger or consolidation; (2) Constituent organization means an organization, other than a limited cooperative association,…
Neb. Rev. Stat. § 21-29,122 Merger or consolidation.
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(1) Any one or more limited cooperative associations may merge or consolidate with or into any one or more limited cooperative associations, limited liability companies, general partnerships, limited partnerships, cooperatives, or corporations, and any one or more limited liabili…
Neb. Rev. Stat. § 21-29,123 Notice and action on plan of merger or consolidation by constituent limited cooperative association.
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(1) Unless otherwise provided in the articles of organization or bylaws, the plan of merger or consolidation shall be approved by a majority vote of the board of directors. (2) The board of directors shall mail or otherwise transmit or deliver in a record to each member: (a) The …
Neb. Rev. Stat. § 21-29,124 Approval or abandonment of merger or consolidation by members of constituent limited cooperative association.
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(1) Unless the articles of organization or bylaws provide for a greater quorum and subject to section 21-2939, a plan of merger or consolidation shall be approved by at least a two-thirds vote of patron members voting under section 21-2939 and by at least a two-thirds vote of inv…
Neb. Rev. Stat. § 21-29,125 Merger or consolidation with subsidiary.
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(1) Unless the articles of organization or bylaws of the limited cooperative association or articles of organization or bylaws of the other organization otherwise provide, a limited cooperative association that owns at least ninety percent of each class of the voting power of a s…
Neb. Rev. Stat. § 21-29,126 Filings required for merger or consolidation; effective date.
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(1) After each constituent organization has approved a merger or consolidation, articles of merger or consolidation shall be signed on behalf of each other preexisting constituent organization by an authorized representative. (2) The articles of merger or consolidation shall incl…
Neb. Rev. Stat. § 21-29,127 Effect of merger or consolidation.
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When a merger or consolidation becomes effective: (1) The surviving organization continues or comes into existence; (2) Each constituent organization that merges or consolidates into the surviving organization ceases to exist as a separate entity; (3) All property owned by each c…
Neb. Rev. Stat. § 21-29,129 Disposition of assets.
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Member approval by at least two-thirds of the patron members voting under section 21-2939 and by at least a two-thirds vote of the investor members, if voting, under section 21-2942, is required for a limited cooperative association to sell, lease, exchange, or otherwise dispose …
Neb. Rev. Stat. § 21-29,130 Notice and action on disposition of assets.
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To dispose of assets subject to section 21-29,129: (1) The proposed disposition shall be approved by a majority vote of the board of directors unless a greater vote is required by the articles of organization or bylaws; and (2) The board of directors shall mail or otherwise trans…
Neb. Rev. Stat. § 21-29,131 Vote on disposition of assets.
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Disposition of assets subject to section 21-29,129 shall be consented to by: (1) At least two-thirds vote of patron members voting under section 21-2939; and (2) At least a two-thirds vote of investor members, if any, under section 21-2942.
Neb. Rev. Stat. § 21-29,132 Exemption from Securities Act of Nebraska.
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Member interests offered or sold by a limited cooperative association are exempt from the Securities Act of Nebraska to the extent interests offered or sold by other types of organizations are exempt under subdivision (15) of section 8-1111.
Neb. Rev. Stat. § 21-29,133 Immunities, rights, and privileges.
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Limited cooperative associations have the same immunities, rights, and privileges provided other types of associations formed under other laws of this state and shall be exempt from those laws to the same extent, but only to the same extent, as those entities organized under the …
Neb. Rev. Stat. § 21-29,134 Secretary of State; powers.
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The Secretary of State shall have all powers reasonably necessary to perform the duties required of him or her under the Nebraska Limited Cooperative Association Act.
Neb. Rev. Stat. § 21-290 Resignation of directors.
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(MBCA 8.07) (a) A director may resign at any time by delivering a written resignation to the board of directors or its chairperson or to the secretary of the corporation. (b) A resignation is effective when the resignation is delivered unless the resignation specifies a later eff…
Neb. Rev. Stat. § 21-2901 Act, how cited.
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Sections 21-2901 to 21-29,134 shall be known and may be cited as the Nebraska Limited Cooperative Association Act.
Neb. Rev. Stat. § 21-2902 Legislative power to amend or repeal.
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The Legislature shall have the power to amend or repeal all or part of the Nebraska Limited Cooperative Association Act at any time and all domestic and foreign limited cooperative associations subject to the act shall be governed by the amendment or repeal.
Neb. Rev. Stat. § 21-2903 Terms, defined.
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For purposes of the Nebraska Limited Cooperative Association Act, unless the context otherwise requires: (1) Articles of organization includes initial, amended, and restated articles of organization. In the case of a foreign limited cooperative association, the term includes all …
Neb. Rev. Stat. § 21-2904 Nature of limited cooperative association.
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(1) A limited cooperative association is an entity distinct from its members. (2) A limited cooperative association may be organized under the Nebraska Limited Cooperative Association Act for any lawful purpose, regardless of whether or not for profit, except for the purpose of b…
Neb. Rev. Stat. § 21-2905 Powers.
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(1) Except as otherwise provided in the Nebraska Limited Cooperative Association Act, a limited cooperative association has the power to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to mainta…
Neb. Rev. Stat. § 21-2906 Name.
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(1) The name of a limited cooperative association must contain the words "limited cooperative association" or their abbreviation. (2) The name of a limited cooperative association shall not be the same as or deceptively similar to: (a) The name of any entity organized or authoriz…
Neb. Rev. Stat. § 21-2907 Reservation of name.
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(1) A person may reserve the exclusive use of the name of a limited cooperative association, including a fictitious name for a foreign limited cooperative association whose name is unavailable, by delivering an application to the Secretary of State for filing. The application sha…
Neb. Rev. Stat. § 21-2908 Foreign limited cooperative association; name.
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(1) A foreign limited cooperative association may register its name pursuant to section 21-2907 if the name is not the same as or deceptively similar to names that are unavailable under section 21-2906. (2) A foreign limited cooperative association may register its name, or its n…
Neb. Rev. Stat. § 21-2909 Use of terms or abbreviation.
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The use of the terms "cooperative or nonstock cooperative" or an abbreviation of the terms under the Nebraska Limited Cooperative Association Act is not a violation of the provisions restricting the use of the terms under the Nonstock Cooperative Marketing Act or sections 21-1301…
Neb. Rev. Stat. § 21-291 Removal of directors by shareholders.
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(MBCA 8.08) (a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (b) If a director is elected by a voting group of shareholders, only the shareholders of that voting …
Neb. Rev. Stat. § 21-2910 Required information.
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A limited cooperative association shall maintain in a record at its principal office the following information: (1) A current list showing the full name and last-known street address, mailing address, and term of office of each director and officer; (2) A copy of the initial arti…
Neb. Rev. Stat. § 21-2911 Business transactions of member with limited cooperative association.
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A member may lend money to and transact other business with the limited cooperative association and has the same rights and obligations with respect to the loan or other transaction as a person that is not a member subject to the articles of organization or bylaws or a specific c…
Neb. Rev. Stat. § 21-2912 Dual capacity.
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A person may be both a patron member and an investor member. A person that is both a patron member and an investor member has the rights, powers, duties, and obligations provided by the Nebraska Limited Cooperative Association Act and the articles of organization or bylaws in eac…
Neb. Rev. Stat. § 21-2913 Designated office and agent for service of process.
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(1) A limited cooperative association and a foreign limited cooperative association shall designate and continuously maintain in this state: (a) An office, which need not be a place of its activity in this state; and (b) An agent for service of process. (2) An agent for service o…
Neb. Rev. Stat. § 21-2914 Change of designated office or agent for service of process.
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(1) In order to change its registered office, its agent for service of process, or the address of its agent for service of process, a limited cooperative association or a foreign limited cooperative association shall deliver to the Secretary of State for filing a statement of cha…
Neb. Rev. Stat. § 21-2915 Resignation of agent for service of process.
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(1) To resign as an agent for service of process of a limited cooperative association or a foreign limited cooperative association, the agent shall deliver to the Secretary of State for filing a statement of resignation containing the name of the limited cooperative association o…
Neb. Rev. Stat. § 21-2916 Service of process.
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(1) An agent for service of process appointed by a limited cooperative association or a foreign limited cooperative association is an agent of the limited cooperative association or foreign limited cooperative association for service of any process, notice, or demand required or …
Neb. Rev. Stat. § 21-2917 Signing of records to be delivered for filing to the Secretary of State.
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Records delivered to the Secretary of State for filing pursuant to the Nebraska Limited Cooperative Association Act shall be signed in the following manner: (1) The initial articles of organization shall be signed by at least one organizer; (2) A notice of cancellation under sect…
Neb. Rev. Stat. § 21-2918 Signing and filing of records pursuant to judicial order.
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(1) If a person required by the Nebraska Limited Cooperative Association Act to sign or deliver a record to the Secretary of State for filing does not do so, any other aggrieved person may petition the district court of Lancaster County to order: (a) The person to sign the record…
Neb. Rev. Stat. § 21-2919 Delivery to and filing of records by Secretary of State; effective time and date.
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(1) A record authorized to be delivered to the Secretary of State for filing under the Nebraska Limited Cooperative Association Act shall be captioned to describe the record's purpose and be delivered to the Secretary of State in a medium authorized by the Secretary of State. Unl…
Neb. Rev. Stat. § 21-292 Removal of directors by judicial proceeding.
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(MBCA 8.09) (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 a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court …