Chapter 21 — CORPORATIONS AND OTHER COMPANIES
1,159 sections in this chapter.
Neb. Rev. Stat. § 21-2963 Meetings.
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(1) The board of directors shall meet at least annually and may hold meetings in or outside this state. (2) Unless otherwise provided in the articles of organization or bylaws, the board of directors may permit directors to attend board meetings or conduct board meetings through …
Neb. Rev. Stat. § 21-2964 Action without meeting.
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(1) Unless prohibited by the articles of organization or bylaws, any action that may be taken by the board of directors may be taken without a meeting if each director consents to action in a record. (2) Consent under subsection (1) of this section may be withdrawn by a director …
Neb. Rev. Stat. § 21-2965 Meetings and notice.
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(1) Unless otherwise provided by the articles of organization or bylaws, the board of directors may establish a time and place for regular board meetings and notice of the time, place, or purpose of those meetings is not required. (2) Unless otherwise provided by the articles of …
Neb. Rev. Stat. § 21-2966 Waiver of notice of meeting.
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(1) Unless otherwise provided in the articles of organization or bylaws, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting. (2) Unless otherwise provided in the articles of organization or bylaws, a di…
Neb. Rev. Stat. § 21-2967 Quorum.
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(1) Unless otherwise provided in the articles of organization or bylaws, a majority of the fixed number of directors on the board of directors constitutes a quorum for the management of the affairs of the limited cooperative association. (2) If a quorum is in attendance at the be…
Neb. Rev. Stat. § 21-2968 Voting.
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Each director has one vote for purposes of decisions made by the board of directors.
Neb. Rev. Stat. § 21-2969 Committees.
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(1) Unless otherwise provided by the articles of organization or bylaws, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee. (2) Unless otherwise provided by the articles of organization or bylaws, an individual appo…
Neb. Rev. Stat. § 21-297 Notice of meeting.
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(MBCA 8.22) (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. (b) Unless the articles of incorporation or bylaws provide for a longer or …
Neb. Rev. Stat. § 21-2970 Standards of conduct and liability.
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(1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner he or she r…
Neb. Rev. Stat. § 21-2971 Conflict of interest.
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Except as otherwise provided in section 21-2970, the Nebraska Model Business Corporation Act governs conflicts of interests between a director or member of a committee of the board of directors and the limited cooperative association.
Neb. Rev. Stat. § 21-2972 Right of director to information.
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A director may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the limited cooperative association reasonably related to the performance of…
Neb. Rev. Stat. § 21-2973 Other considerations of directors.
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Unless otherwise provided in the articles of organization or bylaws, a director, in determining the best interests of the limited cooperative association, may consider the interests of employees, customers, and suppliers of the limited cooperative association and of the communiti…
Neb. Rev. Stat. § 21-2974 Appointment and authority of officers.
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(1) A limited cooperative association has the offices provided in its articles of organization or bylaws or established by the board of directors consistent with the articles of organization or bylaws. (2) The articles of organization or bylaws or the board of directors shall des…
Neb. Rev. Stat. § 21-2975 Resignation and removal of officers.
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(1) The board of directors may remove an officer at any time with or without cause. (2) An officer may resign at any time in a record giving notice to the limited cooperative association. The resignation is effective when the notice is given unless the notice specifies a later ti…
Neb. Rev. Stat. § 21-2976 Indemnification.
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Indemnification of any individual who has incurred liability, is a party, or is threatened to be made a party because of the performance of duties to, or activity on behalf of, the limited cooperative association is governed by the Nebraska Model Business Corporation Act.
Neb. Rev. Stat. § 21-2977 Members' contributions.
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The articles of organization or bylaws may establish the amount, manner, or method of determining any member contribution requirements for members or may authorize the board of directors to establish the manner and terms of any contributions for members.
Neb. Rev. Stat. § 21-2978 Forms of contribution and valuation.
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(1) Unless otherwise provided in the articles of organization or bylaws, the contributions of a member may consist of tangible or intangible property or other benefit to the limited cooperative association, including money, services performed or to be performed, promissory notes,…
Neb. Rev. Stat. § 21-2979 Contribution agreements.
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(1) A contribution agreement entered into before formation of the limited cooperative association is irrevocable for six months unless: (a) Otherwise provided by the agreement; or (b) All parties to the agreement consent to the revocation. (2) Upon default by a party to a contrib…
Neb. Rev. Stat. § 21-298 Waiver of notice.
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(MBCA 8.23) (a) A director 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. Except as provided by subsection (b) of this section, the waiver must be in wr…
Neb. Rev. Stat. § 21-2980 Allocation of profits and losses.
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(1) Subject to subsection (2) of this section, the articles of organization or bylaws shall provide for the allocation of net proceeds, savings, margins, profits, and losses between classes or groups of members. (2)(a) Unless the articles of organization or bylaws otherwise provi…
Neb. Rev. Stat. § 21-2981 Distributions.
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(1) Unless otherwise provided by the articles of organization or bylaws and subject to subsection (2) of this section, the board of directors may authorize, and the limited cooperative association may make, distributions to members. (2) Unless otherwise provided by the articles o…
Neb. Rev. Stat. § 21-2981.01 Distributions to members; redemption or repurchase authorized; how treated.
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Property distributed under subsection (2) of section 21-2981, other than cash, may be redeemed or repurchased as provided in the articles of organization or bylaws but no redemption or repurchase may be made without full and final authorization by the board of directors, which ma…
Neb. Rev. Stat. § 21-2981.02 Limit on distributions.
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(1) A limited cooperative association shall not make a distribution if, after the distribution: (a) The limited cooperative association would not be able to pay its debts as they become due in the ordinary course of the association's activities; or (b) The limited cooperative ass…
Neb. Rev. Stat. § 21-2981.03 Prohibited distribution; director liability; member or holder of financial rights liability; actions authorized; statute of limitation.
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(1) A director who consents to a distribution made in violation of section 21-2981 is personally liable to the limited cooperative association for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established t…
Neb. Rev. Stat. § 21-2982 Member's dissociation; power of estate of member.
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(1) A member does not have a right to withdraw as a member of a limited cooperative association but has the power to withdraw. (2) Unless otherwise provided by the articles of organization or bylaws, a member is dissociated from a limited cooperative association upon the occurren…
Neb. Rev. Stat. § 21-2983 Effect of dissociation as member.
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(1) Upon a person's dissociation as a member: (a) A person dissociated pursuant to section 21-2982 does not have further rights as a member; and (b) Subject to sections 21-2947 and 21-2948, any financial rights owned by the person in the person's capacity as a member immediately …
Neb. Rev. Stat. § 21-2984 Dissolution.
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Except as otherwise provided in sections 21-2986 and 21-2987, a limited cooperative association is dissolved and its activities shall be wound up only upon the occurrence of any of the following: (1) The happening of an event or the coming of a time specified in the articles of o…
Neb. Rev. Stat. § 21-2985 Judicial dissolution.
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A district court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable: (1) In a proceeding by the Attorney General, if it is established that: (a) The limited cooperative association obtained its articles of …
Neb. Rev. Stat. § 21-2986 Voluntary dissolution before commencement of activity.
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A majority of the organizers or initial directors of a limited cooperative association that has not yet begun activity or the conduct of its affairs may dissolve the limited cooperative association.
Neb. Rev. Stat. § 21-2987 Voluntary dissolution by the board and members.
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In order to voluntarily dissolve: (1) A resolution to dissolve 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; (2) The board of directors shall mail or otherwise transmit or deliver in a r…
Neb. Rev. Stat. § 21-2988 Articles of dissolution.
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(1) A limited cooperative association that has dissolved or is about to dissolve shall deliver to the Secretary of State for filing articles of dissolution that state: (a) The name of the limited cooperative association; (b) The date that the limited cooperative association disso…
Neb. Rev. Stat. § 21-2989 Winding up of activities.
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(1) A limited cooperative association continues after dissolution only for purposes of winding up its activities. (2) In winding up its activities, the limited cooperative association shall: (a) Discharge its liabilities, settle and close its activities, and marshal and distribut…
Neb. Rev. Stat. § 21-299 Quorum and voting.
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(MBCA 8.24) (a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in the Nebraska Model Business Corporation Act, a quorum of a board of directors consists of: (1) A majority of the fixed number of directors if the c…
Neb. Rev. Stat. § 21-2990 Distribution of assets in winding up limited cooperative association.
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(1) In winding up a limited cooperative association's business, unless otherwise stated in the articles of organization or bylaws, the assets of the limited cooperative association shall be applied to discharge its obligations to creditors, including members who are creditors. An…
Neb. Rev. Stat. § 21-2991 Known claims against dissolved limited cooperative association.
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(1) A dissolved limited cooperative association may dispose of the known claims against it by following the procedure described in subsection (2) of this section. (2) A dissolved limited cooperative association may notify its known claimants of the dissolution in a record. The no…
Neb. Rev. Stat. § 21-2992 Other claims against dissolved limited cooperative association.
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(1) A dissolved limited cooperative association shall publish notice of its dissolution and may request persons having claims against the limited cooperative association to present them in accordance with the notice. (2) The notice shall: (a) Be published at least once in a newsp…
Neb. Rev. Stat. § 21-2993 Court proceeding.
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(1) A dissolved limited cooperative association that has published a notice under section 21-2991 or 21-2992 may file an application with the district court where the dissolved limited cooperative association's principal office is located for a determination of the amount and for…
Neb. Rev. Stat. § 21-2994 Administrative dissolution.
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(1) The Secretary of State may dissolve a limited cooperative association administratively if the limited cooperative association does not, within sixty days after the due date: (a) Pay any fee, tax, or penalty due to the Secretary of State under the Nebraska Limited Cooperative …
Neb. Rev. Stat. § 21-2995 Reinstatement following administrative dissolution.
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(1) A limited cooperative association that has been administratively dissolved may apply to the Secretary of State for reinstatement within five years after the effective date of its administrative dissolution. The application shall be delivered to the Secretary of State for fili…
Neb. Rev. Stat. § 21-2996 Denial of reinstatement; appeal.
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(1) If the Secretary of State denies a limited cooperative association's application for reinstatement following administrative dissolution, the Secretary of State shall prepare, sign, and file a notice that explains the reason or reasons for denial and serve the limited cooperat…
Neb. Rev. Stat. § 21-2997 Direct action by member.
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(1) Subject to subsection (2) of this section, a member may maintain a direct action against the limited cooperative association, an officer, or a director to enforce the rights and otherwise protect the interests of the member, including rights and interests under the articles o…
Neb. Rev. Stat. § 21-2998 Derivative action.
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A member may maintain a derivative action to enforce a right of a limited cooperative association if the member adequately represents the interests of the limited cooperative association and if: (1) The member first makes a demand on the limited cooperative association, requestin…
Neb. Rev. Stat. § 21-2999 Proper plaintiff.
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A derivative action may be maintained only by a person that is a member at the time the action is commenced and: (1) That was a member when the conduct giving rise to the action occurred; or (2) Whose status as a member devolved upon the person by operation of law from a person t…
Neb. Rev. Stat. § 21-301 Domestic corporations; biennial report and occupation tax; procedure.
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(1) Each domestic corporation subject to the Nebraska Model Business Corporation Act shall deliver a biennial report to the Secretary of State, as of January 1 of each even-numbered year, in such form as the Secretary of State may prescribe. The report shall be signed by one of t…
Neb. Rev. Stat. § 21-302 Domestic corporations; biennial report; contents.
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The biennial report required under section 21-301 from a domestic corporation shall show: (1) The exact corporate name of the corporation; (2) The street address of the corporation's registered office and the name of its current registered agent at that office in this state. A po…
Neb. Rev. Stat. § 21-303 Corporations; occupation tax; amount; stock without par value, determination of amount.
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(1) Upon the delivery of the biennial report required under section 21-301 to the Secretary of State, it shall be the duty of every corporation for profit, registered in the office of the Secretary of State on January 1, whether incorporated under the laws of this state or incorp…
Neb. Rev. Stat. § 21-304 Foreign corporations; biennial report and occupation tax; procedure.
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(1) Each foreign corporation subject to the Nebraska Model Business Corporation Act, doing business in this state, owning or using a part or all of its capital or plant in this state, and subject to compliance with all other provisions of law shall, in addition to all other state…
Neb. Rev. Stat. § 21-305 Foreign corporations; biennial report; contents.
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The biennial report required under section 21-304 from a foreign corporation shall show: (1) The exact corporate name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) The street address of the foreign corporation's registered…
Neb. Rev. Stat. § 21-306 Foreign corporations; occupation tax; investigation by Secretary of State for collection purposes.
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Upon the delivery of the biennial report required under section 21-304 to the Secretary of State, it shall be the duty of every foreign corporation doing business in this state to pay to the Secretary of State an occupation tax each even-numbered calendar year beginning January 1…
Repealed. Laws 1969, c. 124, § 11.
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[Repealed or reserved.]