reglab/housing_qa huggingface dataset:
NE Code § 21-1997 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1997 - Authority to indemnify.

21-1997.  Authority to indemnify.(a) Except as provided in subsection (d) of this section a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual:(1) Conducted himself or herself in good faith; and(2) Reasonably believed:(i) In the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests; and(ii) In all other cases, that his or her conduct was at least not opposed to its best interests; and(3) In the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the best interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subdivision (a)(2)(ii) of this section.(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.(d) A corporation may not indemnify a director under this section:(1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or(2) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.Source  Laws 1996, LB 681, § 97.
NE Code § 21-1998 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1998 - Mandatory indemnification.

21-1998.  Mandatory indemnification.Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding.Source  Laws 1996, LB 681, § 98.
NE Code § 21-1999 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1999 - Advance for expenses.

21-1999.  Advance for expenses.(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:(1) The director furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in section 21-1997;(2) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under sections 21-1996 to 21-19,104.(b) The undertaking required by subdivision (a)(2) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 21-19,101.Source  Laws 1996, LB 681, § 99.
NE Code § 21-19,100 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,100 - Court-ordered indemnification.

21-19,100.  Court-ordered indemnification.Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the district court, after giving any notice it considers necessary, may order indemnification in the amount it considers proper if it determines:(1) The director is entitled to mandatory indemnification under section 21-1998, in which case the district court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in subsection (a) of section 21-1997 or was adjudged liable as described in subsection (d) of section 21-1997, but if the director was adjudged so liable indemnification is limited to reasonable expenses incurred.Source  Laws 1996, LB 681, § 100.
NE Code § 21-19,101 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,101 - Determination and authorization of indemnification.

21-19,101.  Determination and authorization of indemnification.(a) A corporation may not indemnify a director under section 21-1997 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 21-1997.(b) The determination shall be made:(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;(2) If a quorum cannot be obtained under subdivision (1) of this section by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding;(3) By special legal counsel:(i) Selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2) of this subsection; or(ii) If a quorum of the board cannot be obtained under subdivision (1) of this subsection and a committee cannot be designated under subdivision (2) of this subsection, selected by majority vote of the full board (in which selection directors who are parties may participate); or(4) By the members of a mutual benefit corporation, but directors who are at the time parties to the proceeding may not vote on the determination.(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) of this section to select counsel.(d) A director of a public benefit corporation may not be indemnified until twenty days after the effective date of written notice to the Attorney General of the proposed indemnification.Source  Laws 1996, LB 681, § 101.
NE Code § 21-19,102 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,102 - Indemnification of officers, employees, and agents.

21-19,102.  Indemnification of officers, employees, and agents.Unless limited by a corporation's articles of incorporation:(1) An officer of a corporation who is not a director is entitled to mandatory indemnification under section 21-1998, and is entitled to apply for court-ordered indemnification under section 21-19,100 in each case, to the same extent as a director;(2) The corporation may indemnify and advance expenses under sections 21-1996 to 21-19,104 to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and(3) A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.Source  Laws 1996, LB 681, § 102.
NE Code § 21-19,103 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,103 - Insurance.

21-19,103.  Insurance.A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 21-1997 or 21-1998.Source  Laws 1996, LB 681, § 103.
NE Code § 21-19,104 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,104 - Applicability of sections.

21-19,104.  Applicability of sections.(a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with the provisions of sections 21-1996 to 21-19,104. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.(b) Sections 21-1996 to 21-19,104 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.Source  Laws 1996, LB 681, § 104.
NE Code § 21-19,105 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,105 - Authority to amend.

21-19,105.  Authority to amend.A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.Source  Laws 1996, LB 681, § 105.
NE Code § 21-19,106 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,106 - Amendment of articles of incorporation by directors.

21-19,106.  Amendment of articles of incorporation by directors.(a) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval:(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;(2) To delete the names and addresses of the initial directors;(3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;(4) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution to the name; or(5) To make any other change expressly permitted by the Nebraska Nonprofit Corporation Act to be made by director action.(b) 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 articles subject to any approval required pursuant to section 21-19,116. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. 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 articles 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, § 106.
NE Code § 21-19,107 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,107 - Amendment of articles of incorporation by directors and members.

21-19,107.  Amendment of articles of incorporation 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 by class, an amendment to a corporation's articles to be adopted must be approved:(1) 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 directors, or the method or way in which directors are elected or selected;(2) Except as provided in subsection (a) of section 21-19,106, by the members 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.(b) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.(c) If the board initiates an amendment to the articles or board approval is required by subsection (a) of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or 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 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, § 107.
NE Code § 21-19,108 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,108 - Class voting by members on amendments.

21-19,108.  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 articles 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 articles 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 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 articles 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 articles of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.(e) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, 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 of a public benefit or mutual benefit corporation 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, § 108.
NE Code § 21-19,109 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,109 - Articles of amendment.

21-19,109.  Articles of amendment.A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth:(1) The name of the corporation;(2) The text of each amendment adopted;(3) The date of each amendment's adoption;(4) If approval of members was not required, a statement to that effect and a statement that the amendment 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 the amendment, and number of votes of each class indisputably voting on the amendment; and(ii) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; and(6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 21-19,116, a statement that the approval was obtained.Source  Laws 1996, LB 681, § 109.
NE Code § 21-19,110 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,110 - Restated articles of incorporation.

21-19,110.  Restated articles of incorporation.(a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in section 21-19,107.(c) If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval.(d) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of 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 restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.(e) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.(f) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under section 21-19,107.(g) If the restatement includes an amendment requiring approval pursuant to section 21-19,116, the board must submit the restatement for such approval.(h) A corporation restating its articles shall deliver to the Secretary of State articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:(1) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or(2) If the restatement contains an amendment to the articles requiring approval by the members, the information required by section 21-19,109; and(3) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to section 21-19,116, a statement that such approval was obtained.(i) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.(j) The Secretary of State may certify restated articles of incorporation as the articles of incorporation currently in effect without including the certificate information required by subsection (h) of this section.Source  Laws 1996, LB 681, § 110.
NE Code § 21-19,111 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,111 - Amendment pursuant to judicial reorganization.

21-19,111.  Amendment pursuant to judicial reorganization.(a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to section 21-19,116 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by section 21-1921.(b) The individual or individuals designated by the court shall deliver to the Secretary of State articles of amendment setting forth:(1) The name of the corporation;(2) The text of each amendment approved by the court;(3) The date of the court's order or decree approving the articles of amendment;(4) The title of the reorganization proceeding in which the order or decree was entered; and(5) A statement that the court had jurisdiction of the proceeding under federal statute.(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.Source  Laws 1996, LB 681, § 111.
NE Code § 21-19,112 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-19,112 - Effect of amendment and restatement.

21-19,112.  Effect of amendment and restatement.An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation, or any property held by it by virtue of any trust upon which such property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.Source  Laws 1996, LB 681, § 112.