Chapter 21 — CORPORATIONS AND OTHER COMPANIES
1,159 sections in this chapter.
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 Complaint.
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…