reglab/housing_qa huggingface dataset:
NE Code § 21-265 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-265 - Shares held by intermediaries and nominees.

21-265.  Shares held by intermediaries and nominees.(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 beneficial ownership certificate. The extent, terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent such person is treated under such procedure as having rights or privileges that the record shareholder otherwise would have, the record shareholder shall not have those rights or privileges.(b) The procedure shall specify:(1) The types of intermediaries or nominees to which it applies;(2) The rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed;(3) The manner in which the procedure is selected, which shall include that the beneficial ownership certificate be signed or assented to by or on behalf of the record shareholder and the person or persons on whose behalf the shares are held;(4) The information that must be provided when the procedure is selected;(5) The period for which selection of the procedure is effective;(6) Requirements for notice to the corporation with respect to the arrangement; and(7) The form and contents of the beneficial ownership certificate.(c) The procedure may specify any other aspects of the rights and duties created by the filing of a beneficial ownership certificate.Source  Laws 2014, LB749, § 65;  Laws 2017, LB35, § 8.
NE Code § 21-267 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-267 - Quorum and voting requirements for voting groups.

21-267.  Quorum and voting requirements for voting groups.(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 the matter by the voting group constitutes a quorum of that voting group for action on that matter.(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.(c) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation require a greater number of affirmative votes.(d) An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) of this section is governed by section 21-269.(e) The election of directors is governed by section 21-270.(f) Whenever a provision of the Nebraska Model Business Corporation Act provides for voting of classes or series as separate voting groups, the rules provided in subsection (c) of section 21-2,153 for amendments of articles of incorporation apply to that provision.Source Laws 2014, LB749, § 67.
NE Code § 21-268 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-268 - Action by single and multiple voting groups.

21-268.  Action by single and multiple voting groups.(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 incorporation or the act provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in section 21-267. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.Source Laws 2014, LB749, § 68.
NE Code § 21-269 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-269 - Greater quorum or voting requirements.

21-269.  Greater quorum or voting requirements.(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 adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.Source Laws 2014, LB749, § 69.
NE Code § 21-270 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-270 - Voting for directors; cumulative voting.

21-270.  Voting for directors; cumulative voting.(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 entitled to vote at such elections shall have the right to vote in person or by proxy for the number of shares owned by him or her, for as many persons as there are directors to be elected or to cumulate such shares and give one candidate as many votes as the number of directors multiplied by the number of his or her shares shall equal, or to distribute them upon the same principle among as many candidates as he or she thinks fit, and such directors shall not be elected in any other manner.Source Laws 2014, LB749, § 70.
NE Code § 21-271 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-271 - Inspectors of election.

21-271.  Inspectors of election.(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 duties of inspector with strict impartiality and according to the best of the inspector's ability. An inspector may be an officer or employee of the corporation. The inspectors may appoint or retain other persons to assist the inspectors in the performance of the duties of inspector under subsection (b) of this section, and may rely on information provided by such persons and other persons, including those appointed to count votes, unless the inspectors believe reliance is unwarranted.(b) The inspectors shall:(1) Ascertain the number of shares outstanding and the voting power of each;(2) Determine the shares represented at a meeting;(3) Determine the validity of proxy appointments and ballots;(4) Count the votes; and(5) Make a written report of the results.(c) In performing their duties, the inspectors may examine (1) the proxy appointment forms and any other information provided in accordance with subsection (b) of section 21-264, (2) any envelope or related writing submitted with those appointment forms, (3) any ballots, (4) any evidence or other information specified in section 21-266, and (5) the relevant books and records of the corporation relating to its shareholders and their entitlement to vote, including any securities position list provided by a depository clearing agency.(d) The inspectors also may consider other information that they believe is relevant and reliable for the purpose of performing any of the duties assigned to them pursuant to subsection (b) of this section, including for the purpose of evaluating inconsistent, incomplete, or erroneous information and reconciling information submitted on behalf of banks, brokers, their nominees, or similar persons that indicates more votes being cast than a proxy is authorized by the record shareholder to cast or more votes being cast than the record shareholder is entitled to cast. If the inspectors consider other information allowed by this subsection, they shall, in their report under subsection (b) of this section, specify the information considered by them, including the purpose or purposes for which the information was considered, the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors' belief that such information is relevant and reliable.(e) Determinations of law by the inspectors of election are subject to de novo review by a court in a proceeding under section 21-271.01 or other judicial proceeding.Source  Laws 2014, LB749, § 71;  Laws 2017, LB35, § 10.
NE Code § 21-272 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-272 - Voting trusts.

21-272.  Voting trusts.(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 shares to the trustee. When a voting trust agreement is signed, the trustee must prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name.(c) Limits, if any, on the duration of a voting trust shall be as set forth in the voting trust. A voting trust that became effective when the business corporation statutes repealed by Laws 2014, LB749, provided a ten-year limit on its duration remains governed by the provisions of such statutes then in effect, unless the voting trust is amended to provide otherwise by unanimous agreement of the parties to the voting trust.Source Laws 2014, LB749, § 72.
NE Code § 21-273 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-273 - Voting agreements.

21-273.  Voting agreements.(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 under this section is specifically enforceable.Source Laws 2014, LB749, § 73.
NE Code § 21-275 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-275 - Subpart definitions.

21-275.  Subpart definitions.(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, and an unrestricted voting trust beneficial owner.Source  Laws 2014, LB749, § 75;  Laws 2017, LB35, § 12.
NE Code § 21-276 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-276 - Standing.

21-276.  Standing.(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 shareholder at that time; and(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.Source Laws 2014, LB749, § 76.
NE Code § 21-277 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-277 - Demand.

21-277.  Demand.(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 notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.(b) Venue for a proceeding under this section lies in the district court of the county where the corporation's principal office, or, if none in this state, its registered office, is located.Source Laws 2014, LB749, § 77.
NE Code § 21-278 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-278 - Stay of proceedings.

21-278.  Stay of proceedings.(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.Source Laws 2014, LB749, § 78.
NE Code § 21-279 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-279 - Dismissal.

21-279.  Dismissal.(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, that the maintenance of the derivative proceeding is not in the best interests of the corporation.(b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by:(1) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or(2) A majority vote of a committee consisting of two or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.(c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either (1) that a majority of the board of directors did not consist of qualified directors at the time the determination was made or (2) that the requirements of subsection (a) of this section have not been met.(d) If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met, and if not, the corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met.(e) Upon motion by the corporation, the court may appoint a panel of one or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.Source Laws 2014, LB749, § 79.
NE Code § 21-280 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-280 - Discontinuance or settlement.

21-280.  Discontinuance or settlement.(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 court shall direct that notice be given to the shareholders affected.Source Laws 2014, LB749, § 80.
NE Code § 21-281 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-281 - Payment of expenses.

21-281.  Payment of expenses.(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 corporation;(2) Order the plaintiff to pay any defendant's reasonable expenses, including attorney's fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or(3) Order a party to pay an opposing party's reasonable expenses, including attorney's fees, incurred because of the filing of a pleading, motion, or other paper, if it finds that the pleading, motion, or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.Source Laws 2014, LB749, § 81.
NE Code § 21-282 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-282 - Applicability to foreign corporations.

21-282.  Applicability to foreign corporations.(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.Source Laws 2014, LB749, § 82.
NE Code § 21-283 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-283 - Shareholder action to appoint custodian or receiver.

21-283.  Shareholder action to appoint custodian or receiver.(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 corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or(2) The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.(b) The court:(1) May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;(2) Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and(3) Has jurisdiction over the corporation and all of its property, wherever located.(c) The court may appoint an individual or domestic or foreign corporation, authorized to transact business in this state, as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.(d) The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers:(1) A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and(2) A receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court and (ii) may sue and defend in the receiver's own name as receiver in all courts of this state.(e) The court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.(f) The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.(g) In this section, shareholder means a record shareholder, a beneficial shareholder, and an unrestricted voting trust beneficial owner.Source  Laws 2014, LB749, § 83;  Laws 2017, LB35, § 13.
NE Code § 21-284 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-284 - Requirement for and functions of board of directors.

21-284.  Requirement for and functions of board of directors.(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 managed by or under the direction and subject to the oversight of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under section 21-274.(c) In the case of a public corporation, the board's oversight responsibilities include attention to:(1) Business performance and plans;(2) Major risks to which the corporation is or may be exposed;(3) The performance and compensation of senior officers;(4) Policies and practices to foster the corporation's compliance with law and ethical conduct;(5) Preparation of the corporation's financial statements;(6) The effectiveness of the corporation's internal controls;(7) Arrangements for providing adequate and timely information to directors; and(8) The composition of the board and its committees, taking into account the important role of independent directors.Source Laws 2014, LB749, § 84.
NE Code § 21-285 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-285 - Qualifications of directors.

21-285.  Qualifications of directors.(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 action, or expression of an opinion, by a nominee or director that could limit the ability of a nominee or director to discharge his or her duties as a director is not a permissible qualification under this section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.(c) A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.(d) A qualification for nomination for director prescribed before a person's nomination shall apply to such person at the time of nomination. A qualification for nomination for director prescribed after a person's nomination shall not apply to such person with respect to such nomination.(e) A qualification for director prescribed before the start of a director's term may apply only at the time an individual becomes a director or may apply during a director's term. A qualification prescribed during a director's term shall not apply to that director before the end of that term.Source  Laws 2014, LB749, § 85;  Laws 2017, LB35, § 14.