Chapter 21 — CORPORATIONS AND OTHER COMPANIES
1,159 sections in this chapter.
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 …
Neb. Rev. Stat. § 21-2920 Correcting filed record.
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(1) A limited cooperative association or foreign limited cooperative association may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited cooperative association or foreign limited cooperative association t…
Neb. Rev. Stat. § 21-2921 Liability for false information in filed record.
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If a record delivered to the Secretary of State for filing under the Nebraska Limited Cooperative Association Act and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from a pers…
Neb. Rev. Stat. § 21-2922 Certificate of good standing or authorization.
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(1) The Secretary of State, upon application and payment of the required fee, shall furnish a certificate of good standing for a limited cooperative association if the records filed in the office of the Secretary of State show that the Secretary of State has filed articles of org…
Neb. Rev. Stat. § 21-2923 Biennial report.
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(1) A limited cooperative association or a foreign limited cooperative association authorized to transact business in this state shall deliver to the Secretary of State for filing a biennial report that states: (a) The name of the limited cooperative association or foreign limite…
Neb. Rev. Stat. § 21-2924 Filing fees.
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The filing fees for records filed under the Nebraska Limited Cooperative Association Act with the Secretary of State are governed by section 33-101. The fees for filings under the act shall be paid to the Secretary of State, and the Secretary of State shall remit the fees to the …
Neb. Rev. Stat. § 21-2925 Organizers.
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A limited cooperative association may be organized by one or more organizers who need not be members.
Neb. Rev. Stat. § 21-2926 Formation of limited cooperative association; articles of organization.
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(1) To form a limited cooperative association, articles of organization shall be delivered to the Secretary of State for filing. The articles shall state: (a) The name of the limited cooperative association; (b) The purposes for which the limited cooperative association was forme…
Neb. Rev. Stat. § 21-2927 Organization of limited cooperative association.
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After the effective date of the articles of organization: (1) If initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to appoint officers, adopt initial bylaws, and carry on any other business brought before the m…
Neb. Rev. Stat. § 21-2928 Bylaws.
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(1) The bylaws shall be in a record and, if not stated in the articles of organization, include: (a) A statement of the capital structure of the limited cooperative association, including a statement of the classes and relative rights, preferences, and restrictions granted to or …
Neb. Rev. Stat. § 21-2929 Members.
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In order to commence business, a limited cooperative association shall have two or more patron members, except that a limited cooperative association may have only one member if the member is an entity organized under the Nebraska Limited Cooperative Association Act, the Nonstock…
Neb. Rev. Stat. § 21-293 Vacancy on board.
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(MBCA 8.10) (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) The shareholders may fill the vacancy; (2) The board of directors may fill the vacan…
Neb. Rev. Stat. § 21-2930 Becoming a member.
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A person becomes a member: (1) As provided in the articles of organization and bylaws; (2) As the result of merger or consolidation under section 21-29,122; or (3) With the consent of all the members.
Neb. Rev. Stat. § 21-2931 No right or power as member to bind limited cooperative association.
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A member does not have the right or power as a member to act for or bind the limited cooperative association.
Neb. Rev. Stat. § 21-2932 No liability as member for limited cooperative association obligations.
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Unless otherwise provided by the articles of organization, an obligation of a limited cooperative association, whether arising in contract, tort, or otherwise, is not the obligation of a member. A member is not personally liable, by way of contribution or otherwise, for an obliga…
Neb. Rev. Stat. § 21-2933 Right of member and former member to information.
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(1) On ten days' demand, made in a record received by the limited cooperative association, a member may inspect and copy required information under subdivisions (1) through (7) of section 21-2910 during regular business hours in the limited cooperative association's principal off…
Neb. Rev. Stat. § 21-2934 Annual members' meetings.
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(1) The members of the limited cooperative association shall meet annually as provided in the articles of organization or bylaws or at the direction of the board of directors not inconsistent with the articles of organization or bylaws. (2) Annual members' meetings may be held in…
Neb. Rev. Stat. § 21-2935 Special members' meetings.
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(1) Special members' meetings shall be called: (a) As provided in the articles of organization or bylaws; (b) By a majority vote of the board of directors; (c) By demand in a record signed by members holding at least twenty percent of the votes of any class or group entitled to b…
Neb. Rev. Stat. § 21-2936 Notice of members' meetings.
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(1) The limited cooperative association shall notify each member of the time, date, and place of any annual or special members' meeting not less than ten nor more than fifty days before the meeting. (2) Unless the articles of organization or bylaws otherwise provide, notice of an…
Neb. Rev. Stat. § 21-2937 Waiver of members' meeting notice.
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(1) A member may waive notice of any meeting of the members either before, during, or after the meeting. (2) A member's participation in a meeting is waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon arrival…
Neb. Rev. Stat. § 21-2938 Quorum.
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Unless the articles of organization or bylaws provide otherwise, ten percent, but not less than five nor more than fifty of the members, need to be present at an annual or special members' meeting to constitute a quorum.
Neb. Rev. Stat. § 21-2939 Voting by patron members; voting by investor members.
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(1) Each patron member has one vote, but the articles of organization or bylaws may provide additional voting power to members on the basis of patronage under section 21-2941 and may provide for voting by district, group, or class under section 21-2956. (2) If the articles of org…
Neb. Rev. Stat. § 21-294 Compensation of directors.
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(MBCA 8.11) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Neb. Rev. Stat. § 21-2940 Action without a meeting.
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(1) Unless otherwise provided by the articles of organization or bylaws, any action that may be taken by the members may be taken without a meeting if each member entitled to vote on such action consents to the action in a record. (2) Consent may be withdrawn by a member in a rec…
Neb. Rev. Stat. § 21-2941 Determination of voting power of patron member.
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The articles of organization or bylaws may provide additional voting power be allocated for each patron member for: (1) Actual, estimated, or potential patronage or any combination thereof; (2) Equity allocated or held by a patron member in the limited cooperative association; or…
Neb. Rev. Stat. § 21-2942 Voting by investor members.
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If the articles of organization or bylaws provide for investor members, each investor member has one vote except as otherwise provided by the articles of organization or bylaws.
Neb. Rev. Stat. § 21-2943 Manner of voting.
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(1) Proxy voting by members is prohibited. (2) Delegate voting based upon geographical district, group, or class is not voting by proxy under this section. (3) The articles of organization or bylaws may provide for member voting by secret ballot delivered by mail or other means. …
Neb. Rev. Stat. § 21-2944 Districts and delegates; classes of members.
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(1) The articles of organization or bylaws may provide: (a) For the formation of districts and the conduct of members' meetings by districts and that elections of directors may be held at district meetings; or (b) That districts may elect district delegates to represent and vote …
Neb. Rev. Stat. § 21-2945 Member interest.
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A member's interest: (1) Consists of: (a) Governance rights; (b) financial rights; and (c) the right or obligation, if any, to do business with the limited cooperative association; (2) Is personal property; and (3) May be in certificated or uncertificated form.
Neb. Rev. Stat. § 21-2946 Patron and investor member interests.
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(1) Subject to subsection (2) of this section, member interests shall be patron member interests. (2) The articles of organization or bylaws may establish investor member interests.
Neb. Rev. Stat. § 21-2947 Transferability of member interest.
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(1) Unless otherwise provided in the articles of organization or bylaws and subject to subsection (2) of this section, member interests are not transferable. The terms of the restriction on transferability shall be set forth in the limited cooperative association articles of orga…
Neb. Rev. Stat. § 21-2948 Security interest.
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(1) An investor member or transferee may grant a security interest in financial rights in a limited cooperative association, but not in the governance rights in such association. (2) A patron member shall not grant a security interest in financial rights or governance rights in a…
Neb. Rev. Stat. § 21-2949 Marketing contract, defined; authority.
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In this section and sections 21-2950 to 21-2952, marketing contract means a contract between a limited cooperative association and another person that need not be a patron member: (1) Requiring the other person to sell, or deliver for sale or marketing on the person's behalf, a s…
Neb. Rev. Stat. § 21-295 Meetings.
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(MBCA 8.20) (a) The board of directors may hold regular or special meetings in or out of this state. (b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or …
Neb. Rev. Stat. § 21-2950 Marketing contract.
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(1) If a marketing contract provides for the sale of products, commodities, or goods to a limited cooperative association, the sale transfers title absolutely, except for security interests properly perfected, to the association upon delivery or at any other specific time express…
Neb. Rev. Stat. § 21-2951 Duration of marketing contract; termination.
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The initial duration of a marketing contract may not exceed ten years, but the contract may be made self-renewing for additional periods not exceeding five years each. Unless the contract provides for another manner or time for termination, either party may terminate the contract…
Neb. Rev. Stat. § 21-2952 Remedies for breach or anticipating repudiation of contract.
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(1) A marketing contract may liquidate damages to be paid to a limited cooperative association for a breach or anticipatory repudiation of the marketing contract but only at an amount or at a formula that is reasonable in light of the actual or then anticipated harm caused by the…
Neb. Rev. Stat. § 21-2953 Existence and powers of board of directors.
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(1) A limited cooperative association shall have a board of directors consisting of three or more directors as set forth in the articles of organization or bylaws unless the number of members is less than three. If there are fewer than three members, the number of directors shall…
Neb. Rev. Stat. § 21-2954 No liability as director for limited cooperative association's obligations.
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An obligation of a limited cooperative association, whether arising in contract, tort, or otherwise, is not the obligation of a director. A director is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited cooperative…
Neb. Rev. Stat. § 21-2955 Qualifications of directors and composition of board.
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(1) A director shall be an individual or individual representative of a member that is not an individual. (2) The articles of organization or bylaws may provide for qualification of directors subject to this section. (3) Except as otherwise provided in the articles of organizatio…
Neb. Rev. Stat. § 21-2956 Election of directors.
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(1) At least fifty percent of the board of directors of a limited cooperative association shall be elected exclusively by patron members. (2) Subject to the provisions of subsection (1) of this section, the articles of organization or bylaws may provide for the election of all or…
Neb. Rev. Stat. § 21-2957 Term of director.
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(1) A director's term expires at the annual members' meeting following the director's election unless otherwise provided in the articles of organization or bylaws. The term of a director shall not exceed three years. (2) Unless otherwise provided in the articles of organization o…
Neb. Rev. Stat. § 21-2958 Resignation of director.
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(1) A director may resign at any time by giving notice in a record to the limited cooperative association. (2) A resignation is effective when notice is received by the limited cooperative association unless the notice states a later effective date.
Neb. Rev. Stat. § 21-2959 Removal of director.
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Unless the articles of organization or bylaws otherwise provide, the following rules apply: (1) Members may remove a director with or without cause; (2) A member or members holding at least twenty-five percent of the total voting power entitled to be voted in the election of the …
Neb. Rev. Stat. § 21-296 Action without meeting.
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(MBCA 8.21) (a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by the Nebraska Model Business Corporation Act to be taken by the board of directors may be taken wi…
Neb. Rev. Stat. § 21-2960 Suspension of director by board.
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(1) The board of directors may suspend a director, if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the limited cooperative association and the director is engaged in: (a) …
Neb. Rev. Stat. § 21-2961 Vacancy on board.
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(1) Unless the articles of organization or bylaws otherwise provide, a vacancy on the board of directors shall be filled: (a) By majority vote of the remaining directors until the next annual members' meeting or special members' meeting held for that purpose; and (b) For the unex…
Neb. Rev. Stat. § 21-2962 Compensation of directors.
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Unless the articles of organization or bylaws otherwise provide, the board of directors may fix the remuneration of directors and nondirector committee members.