reglab/housing_qa huggingface dataset:
NE Code § 21-29,104 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,104 - Activities not constituting transacting business.

21-29,104.  Activities not constituting transacting business.(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 any other activity concerning its internal affairs;(c) Maintaining accounts in financial institutions;(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited cooperative association's own securities or maintaining trustees or depositories with respect to those securities;(e) Selling through independent contractors;(f) Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;(g) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;(h) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, and maintaining property so acquired;(i) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; and(j) Transacting business in interstate commerce.(2) For purposes of this section, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1) of this section, constitutes transacting business in this state.(3) This section does not apply in determining the contacts or activities that may subject a foreign limited cooperative association to service of process, taxation, or regulation under any other law of this state.Source Laws 2007, LB368, § 104.
NE Code § 21-29,105 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,105 - Filing of certificate of authority.

21-29,105.  Filing of certificate of authority.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, prepare, sign, and file a certificate of authority to transact business in this state, and send a copy of the filed certificate, together with a receipt for the fees, to the foreign limited cooperative association or its representative.Source Laws 2007, LB368, § 105.
NE Code § 21-29,106 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,106 - Noncomplying name of foreign cooperative.

21-29,106.  Noncomplying name of foreign cooperative.(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 cooperative association that adopts an alternative name under this subsection and then obtains a certificate of authority with the name need not comply with sections 21-2907 and 21-2908. After obtaining a certificate of authority with an alternative name, a foreign limited cooperative association shall transact business in this state under the name unless the foreign limited cooperative association is authorized under sections 21-2907 and 21-2908 to transact business in this state under another name.(2) If a foreign limited cooperative association authorized to transact business in this state changes its name to one that does not comply with sections 21-2907 and 21-2908, it shall not thereafter transact business in this state until it complies with subsection (1) of this section and obtains an amended certificate of authority.Source Laws 2007, LB368, § 106.
NE Code § 21-29,107 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,107 - Revocation of certificate of authority.

21-29,107.  Revocation of certificate of authority.(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) Pay, within sixty days after the due date, any fee, tax, or penalty due to the Secretary of State under the Nebraska Limited Cooperative Association Act or other law;(b) Deliver, within sixty days after the due date, its biennial report required under section 21-2994;(c) Appoint and maintain an agent for service of process as required by section 21-29,103; or(d) Deliver for filing a statement of a change under section 21-2914 within thirty days after a change has occurred in the name or address of the agent.(2) To revoke a certificate of authority, the Secretary of State shall prepare, sign, and file a certificate of revocation and send a copy to the foreign limited cooperative association's registered agent for service of process in this state, or if the foreign limited cooperative association does not appoint and maintain an agent for service of process in this state, to the foreign limited cooperative association's designated office. The notice shall state:(a) The revocation's effective date, which shall be at least sixty days after the date the Secretary of State sends the copy; and(b) The foreign limited cooperative association's noncompliance with subsection (1) of this section which is the reason for the revocation.(3) The authority of the foreign limited cooperative association to transact business in this state ceases on the effective date of the certificate of revocation unless before that date the foreign limited cooperative association cures each failure to comply with subsection (1) of this section stated in the notice. If the foreign limited cooperative association cures the failures, the Secretary of State shall so indicate on the filed notice.Source Laws 2007, LB368, § 107.
NE Code § 21-29,108 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,108 - Cancellation of certificate of authority; effect of failure to have certificate.

21-29,108.  Cancellation of certificate of authority; effect of failure to have certificate.(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 21-2919.(2) A foreign limited cooperative association transacting business in this state shall not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.(3) The failure of a foreign limited cooperative association to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited cooperative association or prevent the foreign limited cooperative association from defending an action or proceeding in this state.(4) A member of a foreign limited cooperative association is not liable for the obligations of the foreign limited cooperative association solely by reason of the foreign limited cooperative association's having transacted business in this state without a certificate of authority.(5) If a foreign limited cooperative association transacts business in this state without a certificate of authority or cancels its certificate of authority, it may be served in accordance with section 21-2916 for rights of action arising out of the transaction of business in this state.Source Laws 2007, LB368, § 108.
NE Code § 21-29,109 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,109 - Action by Attorney General.

21-29,109.  Action by Attorney General.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.Source Laws 2007, LB368, § 109.
NE Code § 21-29,110 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,110 - Authority to amend articles of organization or bylaws; rights of member.

21-29,110.  Authority to amend articles of organization or bylaws; rights of member.(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 articles of organization or bylaws, including provisions relating to management, control, capital structure, distribution, entitlement, purpose, or duration of the limited cooperative association.Source  Laws 2007, LB368, § 110;  Laws 2008, LB848, § 26.
NE Code § 21-29,111 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,111 - Notice and action on amendment of articles of organization or bylaws.

21-29,111.  Notice and action on amendment of articles of organization or bylaws.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 deliver in a record to each member:(a) The proposed amendment;(b) A recommendation that the members approve the amendment unless the board determines because of conflict of interest or other special circumstances it should not make such a recommendation;(c) If the board makes no recommendation, the basis of that decision;(d) Any condition of its submission of the amendment to the members; and(e) Notice of the meeting in the same manner as a special members' meeting.Source Laws 2007, LB368, § 111.
NE Code § 21-29,112 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,112 - Change to amendment of articles of organization or bylaws at meeting.

21-29,112.  Change to amendment of articles of organization or bylaws at meeting.(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 board of directors.(3) The vote to adopt an amendment to the amendment is the same as that required to pass the proposed amendment.Source Laws 2007, LB368, § 112.
NE Code § 21-29,113 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,113 - Approval of amendment.

21-29,113.  Approval of amendment.(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 members voting at the meeting.Source Laws 2007, LB368, § 113.
NE Code § 21-29,114 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,114 - Vote affecting group, class, or district of members.

21-29,114.  Vote affecting group, class, or district of members.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 or distributions, and the relative rights, preferences, and restrictions granted to or imposed upon one or more districts, classes, or voting groups of similarly situated members;(2) The transferability of members' interests;(3) The manner or method of allocation of profits or losses among members;(4) The quorum for a meeting and rights of voting and governance not including the modification of district boundaries which may, unless otherwise provided in the articles of organization or operating agreement, be determined by the board of directors; or(5) The terms for admission of new members.Source Laws 2007, LB368, § 114.
NE Code § 21-29,115 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,115 - Emergency bylaws; procedure for adoption.

21-29,115.  Emergency bylaws; procedure for adoption.(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 necessary for managing the limited cooperative association during the emergency, including:(a) Procedures for calling a meeting of the board of directors;(b) Quorum requirements for the meeting; and(c) Designation of additional or substitute directors.(2) The regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.(3) Action taken by the limited cooperative association in good faith in accordance with the emergency bylaws:(a) Binds the limited cooperative association; and(b) May not be used to impose liability on a director, officer, employee, or agent of the limited cooperative association.(4) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of a catastrophic event.Source Laws 2007, LB368, § 115.
NE Code § 21-29,116 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,116 - Amendment or restatement of articles of organization.

21-29,116.  Amendment or restatement of articles of organization.(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 filing of its initial articles of organization; and(c) The changes the amendment makes to the articles of organization as most recently amended or restated.(2) A limited cooperative association shall promptly deliver to the Secretary of State for filing an amendment to the articles of organization to reflect the appointment of a person to wind up the limited cooperative association's activities under sections 21-2989 and 21-2990.(3) An organizer that knows that any information in filed articles of organization was false when the articles were filed or has become false due to changed circumstances shall promptly:(a) Cause the articles to be amended; and(b) Deliver to the Secretary of State an amendment for filing.(4) Articles of organization may be amended at any time for any other proper purpose as determined by the limited cooperative association.(5) Restated articles of organization shall be delivered to the Secretary of State for filing in the same manner as an amendment.(6) Subject to section 21-2919, an amendment or restated article is effective when filed by the Secretary of State.Source Laws 2007, LB368, § 116.
NE Code § 21-29,117 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,117 - Merger and consolidation; terms, defined.

21-29,117.  Merger and consolidation; terms, defined.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, that is a party to a merger or consolidation;(3) Governing statute of an organization means the statute that governs the organization's internal affairs;(4) Organization means a limited cooperative association, limited cooperative association governed by a law other than the Nebraska Limited Cooperative Association Act, a general partnership, a limited liability partnership, a limited partnership, a limited liability company, a business trust, a corporation, a cooperative, or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit;(5) Personal liability means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:(a) By the organization's governing statute solely by reason of co-owning, having an interest in, or being a member of the organization; or(b) By the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or for specified debts, liabilities, and other obligations of the organization solely by reason of co-owning, having an interest in, or being a member of the organization; and(6) Surviving organization means an organization into which one or more other organizations are merged or consolidated. A surviving organization may exist before the merger or consolidation or be created by the merger or consolidation.Source  Laws 2007, LB368, § 117;  Laws 2008, LB848, § 27.
NE Code § 21-29,122 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,122 - Merger or consolidation.

21-29,122.  Merger or consolidation.(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 liability companies, general partnerships, limited partnerships, cooperatives, or corporations may merge or consolidate with or into any one or more limited cooperative associations.(2) A plan of merger or consolidation shall be in a record and shall include:(a) The name and form of each constituent organization;(b) The name and form of the surviving organization and, if the surviving organization is to be created by the merger or consolidation, a statement to that effect;(c) The terms and conditions of the merger or consolidation, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;(d) If the surviving organization is to be created by the merger or consolidation, the surviving organization's organizational documents;(e) If the surviving organization is not to be created by the merger or consolidation, any amendments to be made by the merger or consolidation to the surviving organization's organizational documents; and(f) If a member of a constituent limited cooperative association will have personal liability with respect to a surviving organization, the identity by descriptive class or other reasonable manner of the member.Source  Laws 2007, LB368, § 122;  Laws 2008, LB848, § 28.
NE Code § 21-29,123 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,123 - Notice and action on plan of merger or consolidation by constituent limited cooperative association.

21-29,123.  Notice and action on plan of merger or consolidation by constituent limited cooperative association.(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 plan of merger or consolidation;(b) A recommendation that the members approve the plan of merger or consolidation unless the board makes a determination because of conflicts of interest or other special circumstances that it should not make such a recommendation;(c) If the board makes no recommendation, the basis for that decision;(d) Any condition of its submission of the plan of merger or consolidation to the members; and(e) Notice of the meeting in the same manner as a special members' meeting.Source  Laws 2007, LB368, § 123;  Laws 2008, LB848, § 29.
NE Code § 21-29,124 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,124 - Approval or abandonment of merger or consolidation by members of constituent limited cooperative association.

21-29,124.  Approval or abandonment of merger or consolidation by members of constituent limited cooperative association.(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 investor members, if any, voting under section 21-2942.(2) Subject to any contractual rights, after a merger or consolidation is approved, and at any time before a filing is made under section 21-29,126, a constituent limited cooperative association may amend the plan of merger or consolidation or abandon the planned merger or consolidation:(a) As provided in the plan; and(b) Except as prohibited by the plan, with the same consent as was required to approve the plan.Source  Laws 2007, LB368, § 124;  Laws 2008, LB848, § 30.
NE Code § 21-29,125 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-29,125 - Merger or consolidation with subsidiary.

21-29,125.  Merger or consolidation with subsidiary.(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 subsidiary organization may merge or consolidate the subsidiary into itself or into another subsidiary.(2) The limited cooperative association owning at least ninety percent of the subsidiary organization before the merger or consolidation shall notify each other owner of the subsidiary, if any, of the merger within ten days after the effective date of the merger or consolidation.Source  Laws 2007, LB368, § 125;  Laws 2008, LB848, § 31.