reglab/housing_qa huggingface dataset:
NE Code § 21-286 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-286 - Number and election of directors.

21-286.  Number and election of directors.(MBCA 8.03) (a) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.(b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.(c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 21-289.(d) If a corporation is registered as an investment company under the federal Investment Company Act of 1940, as amended, 15 U.S.C. 80a-l et seq., and, pursuant to section 21-220, has included in its articles of incorporation a provision limiting or eliminating the requirement to hold an annual meeting of the shareholders, the initial directors shall be elected at the first meeting of the shareholders after such provision limiting or eliminating such meeting is included in the articles of incorporation, and thereafter the election of directors by shareholders is not required unless required by such federal act or the rules and regulations under such act or otherwise required by the Nebraska Model Business Corporation Act.Source Laws 2014, LB749, § 86.
NE Code § 21-287 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-287 - Election of directors by certain classes of shareholders.

21-287.  Election of directors by certain classes of shareholders.(MBCA 8.04) If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class, or classes, of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.Source Laws 2014, LB749, § 87.
NE Code § 21-288 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-288 - Terms of directors generally.

21-288.  Terms of directors generally.(MBCA 8.05) (a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.(b) The terms of all other directors expire at the next or, if their terms are staggered in accordance with section 21-289, at the applicable second or third annual shareholders' meeting following their election, except to the extent a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.(c) A decrease in the number of directors does not shorten an incumbent director's term.(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.(e) Except to the extent otherwise provided in the articles of incorporation, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or there is a decrease in the number of directors.Source Laws 2014, LB749, § 88.
NE Code § 21-289 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-289 - Staggered terms for directors.

21-289.  Staggered terms for directors.(MBCA 8.06) The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.Source Laws 2014, LB749, § 89.
NE Code § 21-290 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-290 - Resignation of directors.

21-290.  Resignation of directors.(MBCA 8.07) (a) A director may resign at any time by delivering a written resignation to the board of directors or its chairperson or to the secretary of the corporation.(b) A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.Source Laws 2014, LB749, § 90.
NE Code § 21-291 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-291 - Removal of directors by shareholders.

21-291.  Removal of directors by shareholders.(MBCA 8.08) (a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.(c) A director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against removal.(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.Source Laws 2014, LB749, § 91.
NE Code § 21-292 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-292 - Removal of directors by judicial proceeding.

21-292.  Removal of directors by judicial proceeding.(MBCA 8.09) (a) The district court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that (1) the director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation and (2) considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.(b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of sections 21-275 to 21-282, except subdivision (1) of section 21-276.(c) The court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court.(d) Nothing in this section limits the equitable powers of the court to order other relief.Source Laws 2014, LB749, § 92.
NE Code § 21-293 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-293 - Vacancy on board.

21-293.  Vacancy on board.(MBCA 8.10) (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:(1) The shareholders may fill the vacancy;(2) The board of directors may fill the vacancy; or(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection (b) of section 21-290 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.Source Laws 2014, LB749, § 93.
NE Code § 21-294 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-294 - Compensation of directors.

21-294.  Compensation of directors.(MBCA 8.11) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.Source Laws 2014, LB749, § 94.
NE Code § 21-295 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-295 - Meetings.

21-295.  Meetings.(MBCA 8.20) (a) The board of directors may hold regular or special meetings in or out of this state.(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.Source Laws 2014, LB749, § 95.
NE Code § 21-296 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-296 - Action without meeting.

21-296.  Action without meeting.(MBCA 8.21) (a) Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by the Nebraska Model Business Corporation Act to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.(b) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by all the directors.(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.Source Laws 2014, LB749, § 96.
NE Code § 21-297 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-297 - Notice of meeting.

21-297.  Notice of meeting.(MBCA 8.22) (a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.Source Laws 2014, LB749, § 97.
NE Code § 21-298 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-298 - Waiver of notice.

21-298.  Waiver of notice.(MBCA 8.23) (a) A director may waive any notice required by the Nebraska Model Business Corporation Act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.Source Laws 2014, LB749, § 98.
NE Code § 21-299 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-299 - Quorum and voting.

21-299.  Quorum and voting.(MBCA 8.24) (a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in the Nebraska Model Business Corporation Act, a quorum of a board of directors consists of:(1) A majority of the fixed number of directors if the corporation has a fixed board size; or(2) A majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a) of this section.(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) The director objects at the beginning of the meeting, or promptly upon arrival, to holding it or transacting business at the meeting; (2) the dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.Source Laws 2014, LB749, § 99.
NE Code § 21-2,100 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,100 - Committees.

21-2,100.  Committees.(MBCA 8.25) (a) Unless the Nebraska Model Business Corporation Act or the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee.(b) Unless the Nebraska Model Business Corporation Act otherwise provides, the creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under section 21-299.(c) Sections 21-295 to 21-299 apply both to committees of the board and to their members.(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under section 21-284.(e) A committee may not, however:(1) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;(2) Approve or propose to shareholders action that the Nebraska Model Business Corporation Act requires be approved by shareholders;(3) Fill vacancies on the board of directors or, subject to subsection (g) of this section, on any of its committees; or(4) Adopt, amend, or repeal bylaws.(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 21-2,102.(g) The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.Source Laws 2014, LB749, § 100.
NE Code § 21-2,101 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,101 - Submission of matters for shareholder vote.

21-2,101.  Submission of matters for shareholder vote.(MBCA 8.26) A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.Source Laws 2014, LB749, § 101.
NE Code § 21-2,102 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,102 - Standards of conduct for directors.

21-2,102.  Standards of conduct for directors.(MBCA 8.30) (a)(1) Each member of the board of directors, when discharging the duties of a director, shall act (i) in good faith and (ii) in a manner the director reasonably believes to be in the best interests of the corporation.(2) A director may, but need not, in considering the best interests of the corporation, consider, among other things, the effects of any action on employees, suppliers, creditors, and customers of the corporation and communities in which offices or other facilities of the corporation are located.(b) The members of the board of directors or a committee of the board, when becoming informed in connection with their decisionmaking function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.(c) In discharging board or committee duties, a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decisionmaking or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.(d) In discharging board or committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in subdivision (f)(1) or (f)(3) of this section to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.(e) In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (f) of this section.(f) A director is entitled to rely, in accordance with subsection (d) or (e) of this section, on:(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;(2) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence; or(3) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.Source Laws 2014, LB749, § 102.
NE Code § 21-2,104 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,104 - Directors' liability for unlawful distributions.

21-2,104.  Directors' liability for unlawful distributions.(MBCA 8.33) (a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to subsection (a) of section 21-252 or subsection (a) of section 21-2,192 is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating subsection (a) of section 21-252 or subsection (a) of section 21-2,192 if the party asserting liability establishes that when taking the action the director did not comply with section 21-2,102.(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to:(1) Contribution from every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and(2) Recoupment from each shareholder of the pro rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of subsection (a) of section 21-252 or subsection (a) of section 21-2,192.(c) A proceeding to enforce:(1) The liability of a director under subsection (a) of this section is barred unless it is commenced within two years after the date (i) on which the effect of the distribution was measured under subsection (e) or (g) of section 21-252, (ii) as of which the violation of subsection (a) of section 21-252 occurred as the consequence of disregard of a restriction in the articles of incorporation, or (iii) on which the distribution of assets to shareholders under subsection (a) of section 21-2,192 was made; or(2) Contribution or recoupment under subsection (b) of this section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.Source Laws 2014, LB749, § 104.
NE Code § 21-2,105 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,105 - Officers.

21-2,105.  Officers.(MBCA 8.40) (a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.(b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the bylaws or the board of directors.(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation required to be kept under subsections (a) and (e) of section 21-2,221.(d) The same individual may simultaneously hold more than one office in a corporation.Source Laws 2014, LB749, § 105.
NE Code § 21-2,106 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,106 - Functions of officers.

21-2,106.  Functions of officers.(MBCA 8.41) Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.Source Laws 2014, LB749, § 106.