reglab/housing_qa huggingface dataset:
NE Code § 21-19,113 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,113 - Amendment to bylaws by directors.

21-19,113.  Amendment to bylaws by directors.If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's bylaws subject to any approval required pursuant to section 21-19,116. The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with subsection (c) of section 21-1982. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.Source  Laws 1996, LB 681, § 113.
NE Code § 21-19,114 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,114 - Amendment to bylaws by directors and members.

21-19,114.  Amendment to bylaws by directors and members.(a) Unless the Nebraska Nonprofit Corporation Act, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting class, an amendment to a corporation's bylaws to be adopted must be approved:(1)(i) By the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of the directors, or the method or way in which directors are elected or selected;(ii) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 21-19,116; or(2) If the articles authorize:(i)(A) By the board if the amendment does not relate to the number of directors, the composition of the board, the term of office of the directors, or the method or way in which directors are elected or selected; or(B) By the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and(ii) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 21-19,116.(b) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.(c) If the board initiates an amendment to the bylaws or board approval is required or authorized by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 21-1955. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.(e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.Source   Laws 1996, LB 681, § 114;  Laws 1999, LB 422, § 1.
NE Code § 21-19,115 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,115 - Class voting by members on amendments.

21-19,115.  Class voting by members on amendments.(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:(1) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class;(2) Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;(3) Increase or decrease the number of memberships authorized for that class;(4) Increase the number of memberships authorized for another class;(5) Effect an exchange, reclassification, or termination of all or part of the memberships of that class; or(6) Authorize a new class of memberships.(c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.(d) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment; and(e) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.(f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.Source  Laws 1996, LB 681, § 115.
NE Code § 21-19,116 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,116 - Approval by third persons.

21-19,116.  Approval by third persons.The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of such person or persons.Source  Laws 1996, LB 681, § 116.
NE Code § 21-19,117 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,117 - Amendment terminating members or redeeming or canceling memberships.

21-19,117.  Amendment terminating members or redeeming or canceling memberships.(a) Any amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships must meet the requirements of the Nebraska Nonprofit Corporation Act and this section.(b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.(c) After adopting a resolution proposing such an amendment, the notice to members proposing such amendment shall include one statement of up to five hundred words opposing the proposed amendment if such statement is submitted by any five members or members having three percent or more of the voting power, whichever is less, not later than twenty days after the board has voted to submit such amendment to the members for their approval. In public benefit corporations the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations the production and mailing costs shall be paid by the corporation.(d) Any such amendment shall be approved by the members by two-thirds of the votes cast by each class.(e) The provisions of section 21-1947 shall not apply to any amendment meeting the requirements of the act and this section.Source  Laws 1996, LB 681, § 117.
NE Code § 21-19,118 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,118 - Approval of plan of merger.

21-19,118.  Approval of plan of merger.(a) Subject to the limitations set forth in section 21-19,119, one or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in section 21-19,120.(b) The plan of merger must set forth:(1) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;(2) The terms and conditions of the planned merger;(3) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and(4) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations, or securities of the surviving or any other corporation or into cash or other property in whole or in part.(c) The plan of merger may set forth:(1) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and(2) Other provisions relating to the planned merger.Source  Laws 1996, LB 681, § 118.
NE Code § 21-19,121 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,121 - Articles of merger.

21-19,121.  Articles of merger.After a plan of merger is approved by the board of directors, and if required by section 21-19,119 or 21-19,120, by the district court or the members and any other persons, the surviving corporation shall deliver to the Secretary of State articles of merger setting forth:(1) The plan of merger;(2) If approval by the members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;(3) If approval by members was required:(i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and(ii) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;(4) If approval of the plan by some person or persons other than the members or the board is required pursuant to subdivision (a)(3) of section 21-19,120, a statement that the approval was obtained; and(5) If prior approval of the district court is required pursuant to section 21-19,119, a certified copy of the order of the district court.Source   Laws 1996, LB 681, § 121;   Laws 1997, LB 121, § 2.
NE Code § 21-19,122 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,122 - Effect of merger.

21-19,122.  Effect of merger.When a merger takes effect:(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;(2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger;(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger;(4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and(5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.Source  Laws 1996, LB 681, § 122.
NE Code § 21-19,123 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,123 - Merger with foreign corporation.

21-19,123.  Merger with foreign corporation.(a) Except as provided in section 21-19,119, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:(1) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;(2) The foreign corporation complies with section 21-19,121 if it is the surviving corporation of the merger; and(3) Each domestic nonprofit corporation complies with the provisions of sections 21-19,118 to 21-19,120 and, if it is the surviving corporation of the merger, with section 21-19,121.(b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to agree that it may be served with process within or without this state in any proceeding in the courts of this state brought against it.Source  Laws 1996, LB 681, § 123.
NE Code § 21-19,124 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,124 - Bequests, devises, and gifts.

21-19,124.  Bequests, devises, and gifts.Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.Source  Laws 1996, LB 681, § 124.
NE Code § 21-19,125 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,125 - Sale of assets in regular course of activities and mortgage of assets.

21-19,125.  Sale of assets in regular course of activities and mortgage of assets.(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors:(1) Sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or(2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.(b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) of this section is not required.Source  Laws 1996, LB 681, § 125.
NE Code § 21-19,127 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,127 - Prohibited distributions.

21-19,127.  Prohibited distributions.Except as authorized by section 21-19,128, a corporation shall not make any distributions.Source  Laws 1996, LB 681, § 127.
NE Code § 21-19,128 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,128 - Authorized distributions.

21-19,128.  Authorized distributions.(a) A mutual benefit corporation may purchase its memberships if after the purchase is completed:(1) The corporation would be able to pay its debts as they become due in the usual course of its activities; and(2) The corporation's total assets would at least equal the sum of its total liabilities.(b) Corporations may make distributions upon dissolution in conformity with sections 21-19,129 to 21-19,145.Source  Laws 1996, LB 681, § 128.
NE Code § 21-19,129 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,129 - Dissolution by incorporators or directors; notice of dissolution; plan.

21-19,129.  Dissolution by incorporators or directors; notice of dissolution; plan.(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution.(b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with subsection (c) of section 21-1982. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.(c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.Source  Laws 1996, LB 681, § 129.
NE Code § 21-19,130 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,130 - Dissolution by directors, members, and third persons; plan.

21-19,130.  Dissolution by directors, members, and third persons; plan.(a) Unless the Nebraska Nonprofit Corporation Act, the articles, or bylaws or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved:(1) By the board;(2) By the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; and(3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 21-19,116 for an amendment to the articles or bylaws.(b) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with subsection (c) of section 21-1982. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.(c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution, on receipt of a higher percentage of affirmative votes or on any other basis.(d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 21-1955. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.(e) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.(f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.Source  Laws 1996, LB 681, § 130.
NE Code § 21-19,131 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,131 - Notice to the Attorney General.

21-19,131.  Notice to the Attorney General.(a) A public benefit or religious corporation shall give the Attorney General written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the Secretary of State. The notice shall include a copy or summary of the plan of dissolution.(b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required by subsection (a) of this section to the Attorney General or until the Attorney General has consented in writing to the dissolution or indicated in writing that he or she will take no action with respect to the transfer or conveyance, whichever is earlier.(c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the Attorney General a list showing those (other than creditors) to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person (other than creditors) who received assets and indicate what assets each received.Source  Laws 1996, LB 681, § 131.
NE Code § 21-19,132 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,132 - Articles of dissolution.

21-19,132.  Articles of dissolution.(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth:(1) The name of the corporation;(2) The date dissolution was authorized;(3) A statement that dissolution was approved by a sufficient vote of the board;(4) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;(5) If approval by members was required:(i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and(ii) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class;(6) If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required pursuant to subdivision (a)(3) of section 21-19,130, a statement that the approval was obtained; and(7) If the corporation is a public benefit or religious corporation, that the notice to the Attorney General required by subsection (a) of section 21-19,131 has been given.(b) A corporation is dissolved upon the effective date of its articles of dissolution.Source  Laws 1996, LB 681, § 132.
NE Code § 21-19,133 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,133 - Revocation of dissolution.

21-19,133.  Revocation of dissolution.(a) A corporation may revoke its dissolution within one hundred twenty days after its effective date.(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:(1) The name of the corporation;(2) The effective date of the dissolution that was revoked;(3) The date that the revocation of dissolution was authorized;(4) If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;(5) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and(6) If member or third person action was required to revoke the dissolution, the information required by subdivisions (a)(5) and (6) of section 21-19,132.(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.Source  Laws 1996, LB 681, § 133.