reglab/housing_qa huggingface dataset:
NE Code § 21-2,107 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,107 - Standards of conduct for officers.

21-2,107.  Standards of conduct for officers.(MBCA 8.42) (a) An officer, when performing in such capacity, has the duty to act:(1) In good faith;(2) With the care that a person in a like position would reasonably exercise under similar circumstances; and(3) In a manner the officer reasonably believes to be in the best interests of the corporation.(b) The duty of an officer includes the obligation:(1) To inform the superior officer to whom, or the board of directors or the committee thereof to which, the officer reports of information about the affairs of the corporation known to the officer, within the scope of the officer's functions, and known to the officer to be material to such superior officer, board, or committee; and(2) To inform his or her superior officer, or another appropriate person within the corporation, or the board of directors, or a committee thereof, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.(c) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on:(1) The performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or(2) Information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence.(d) An officer shall not be liable to the corporation or its shareholders for any decision to take or not to take action or any failure to take any action as an officer if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law, including those principles of section 21-2,103 that have relevance.Source Laws 2014, LB749, § 107.
NE Code § 21-2,108 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,108 - Resignation and removal of officers.

21-2,108.  Resignation and removal of officers.(MBCA 8.43) (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.(b) An officer may be removed at any time with or without cause by (1) the board of directors, (2) the officer who appointed such officer, unless the bylaws or the board of directors provide otherwise, or (3) any other officer if authorized by the bylaws or the board of directors.(c) In this section, appointing officer means the officer, including any successor to that officer, who appointed the officer resigning or being removed.Source Laws 2014, LB749, § 108.
NE Code § 21-2,109 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,109 - Contract rights of officers.

21-2,109.  Contract rights of officers.(MBCA 8.44) (a) The appointment of an officer does not itself create contract rights.(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.Source Laws 2014, LB749, § 109.
NE Code § 21-2,110 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,110 - Subpart definitions.

21-2,110.  Subpart definitions.(MBCA 8.50) In sections 21-2,110 to 21-2,119:(1) Corporation includes any domestic or foreign predecessor entity of a corporation in a merger.(2) Director or officer means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, member of a limited liability company, partner, trustee, employee, or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. Director or officer includes, unless the context requires otherwise, the estate or personal representative of a director or officer.(3) Liability means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.(4) Official capacity means (i) when used with respect to a director, the office of director in a corporation and (ii) when used with respect to an officer, as contemplated in section 21-2,116, the office in a corporation held by the officer. Official capacity does not include service for any other domestic or foreign corporation or any limited liability company, partnership, joint venture, trust, employee benefit plan, or other entity.(5) Party means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.(6) Proceeding means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.Source  Laws 2014, LB749, § 110;  Laws 2016, LB794, § 8.
NE Code § 21-2,111 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,111 - Permissible indemnification.

21-2,111.  Permissible indemnification.(MBCA 8.51) (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:(1)(i) The director conducted himself or herself in good faith; and(ii) Reasonably believed:(A) In the case of conduct in an official capacity, that his or her conduct was in the best interests of the corporation; and(B) In all other cases, that the director's conduct was at least not opposed to the best interests of the corporation; and(iii) In the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful; or(2) The director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation, as authorized by subdivision (b)(5) of section 21-220.(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subdivision (a)(1)(ii)(B) of this section.(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.(d) Unless ordered by a court under subdivision (a)(3) of section 21-2,114, a corporation may not indemnify a director:(1) In connection with a proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a) of this section; or(2) In connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which he or she was not entitled, whether or not involving action in the director's official capacity.Source Laws 2014, LB749, § 111.
NE Code § 21-2,112 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,112 - Mandatory indemnification.

21-2,112.  Mandatory indemnification.(MBCA 8.52) 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 was a director of the corporation against expenses incurred by the director in connection with the proceeding.Source Laws 2014, LB749, § 112.
NE Code § 21-2,113 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,113 - Advance for expenses.

21-2,113.  Advance for expenses.(MBCA 8.53) (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors if the director delivers to the corporation a signed written undertaking of the director to repay any funds advanced (1) if the director is not entitled to mandatory indemnification under section 21-2,112 and (2) it is ultimately determined under section 21-2,114 or 21-2,115 that the director is not entitled to indemnification.(b) The undertaking required by subdivision (a) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.(c) Authorizations under this section shall be made:(1) By the board of directors:(i) If there are two or more qualified directors, by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee consisting solely of two or more qualified directors appointed by such a vote; or(ii) If there are fewer than two qualified directors, by the vote necessary for action by the board in accordance with subsection (c) of section 21-299, in which authorization directors who are not qualified directors may participate; or(2) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.Source  Laws 2014, LB749, § 113;  Laws 2017, LB35, § 16.
NE Code § 21-2,114 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,114 - Court-ordered indemnification and advance for expenses.

21-2,114.  Court-ordered indemnification and advance for expenses.(MBCA 8.54) (a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:(1) Order indemnification if the court determines that the director is entitled to mandatory indemnification under section 21-2,112;(2) Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by subsection (a) of section 21-2,118; or(3) Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:(i) To indemnify the director; or(ii) To advance expenses to the director, even if, in the case of subdivision (a)(3)(i) or (ii) of this section he or she has not met the relevant standard of conduct set forth in subsection (a) of section 21-2,111, failed to comply with section 21-2,113, or was adjudged liable in a proceeding referred to in subdivision (d)(1) or (2) of section 21-2,111, but if the director was adjudged so liable indemnification shall be limited to expenses incurred in connection with the proceeding.(b) If the court determines that the director is entitled to indemnification under subdivision (a)(1) of this section or to indemnification or advance for expenses under subdivision (a)(2) of this section, it shall also order the corporation to pay the director's expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subdivision (a)(3) of this section, it may also order the corporation to pay the director's expenses to obtain court-ordered indemnification or advance for expenses.Source  Laws 2014, LB749, § 114;  Laws 2017, LB35, § 17.  Annotations  Because this section provides that a director may apply for indemnification for attorney fees "to the court conducting the proceeding" and because "proceeding" includes an appeal, this section provides that a director may apply to an appellate court for indemnification related to an appeal that took place in the appellate court. Gerber v. P & L Finance Co., 301 Neb. 463, 919 N.W.2d 116 (2018). "Proceeding," as used in this section, includes appeals, and therefore, this section applies to indemnification for attorney fees incurred in an appeal. Gerber v. P & L Finance Co., 301 Neb. 463, 919 N.W.2d 116 (2018).
NE Code § 21-2,115 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,115 - Determination and authorization of indemnification.

21-2,115.  Determination and authorization of indemnification.(MBCA 8.55) (a) A corporation may not indemnify a director under section 21-2,111 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in section 21-2,111.(b) The determination shall be made:(1) If there are two or more qualified directors, by the board of directors by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote;(2) By special legal counsel:(i) Selected in the manner prescribed in subdivision (1) of this subsection; or(ii) If there are fewer than two qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate; or(3) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subdivision (b)(2)(ii) of this section.Source Laws 2014, LB749, § 115.
NE Code § 21-2,116 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,116 - Indemnification of officers.

21-2,116.  Indemnification of officers.(MBCA 8.56) (a) A corporation may indemnify and advance expenses under sections 21-2,110 to 21-2,119 to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation:(1) To the same extent as a director; and(2) If he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors, or contract except for:(i) Liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or(ii) Liability arising out of conduct that constitutes:(A) Receipt by the officer of a financial benefit to which he or she is not entitled;(B) An intentional infliction of harm on the corporation or the shareholders; or(C) An intentional violation of criminal law.(b) The provisions of subdivision (a)(2) of this section shall apply to an officer who is also a director if the basis on which he or she is made a party to the proceeding is an act or omission solely as an officer.(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under section 21-2,112 and may apply to a court under section 21-2,114 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under such provisions.Source Laws 2014, LB749, § 116.
NE Code § 21-2,117 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,117 - Insurance.

21-2,117.  Insurance.(MBCA 8.57) A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, member, partner, trustee, employee, or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from his or her status as a director or officer, whether or not the corporation would have power to indemnify or advance expenses to the individual against the same liability under sections 21-2,110 to 21-2,119.Source  Laws 2014, LB749, § 117;  Laws 2016, LB794, § 9.
NE Code § 21-2,118 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,118 - Variation by corporate action; application of subchapter.

21-2,118.  Variation by corporate action; application of subchapter.(MBCA 8.58) (a) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 21-2,111 or advance funds to pay for or reimburse expenses in accordance with section 21-2,113. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (c) of section 21-2,113 and in subsection (c) of section 21-2,115. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 21-2,113 to the fullest extent permitted by law, unless the provision specifically provides otherwise.(b) A right of indemnification or to advances for expenses created by sections 21-2,110 to 21-2,119 or under subsection (a) of this section and in effect at the time of an act or omission shall not be eliminated or impaired with respect to such act or omission by an amendment of the articles of incorporation or bylaws or a resolution of the directors or shareholders, adopted after the occurrence of such act or omission, unless, in the case of a right created under subsection (a) of this section, the provision creating such right and in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.(c) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party existing at the time the merger takes effect shall be governed by subdivision (a)(4) of section 21-2,167.(d) Subject to subsection (b) of this section, a corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to sections 21-2,110 to 21-2,119.(e) Sections 21-2,110 to 21-2,119 do not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with appearing as a witness in a proceeding at a time when he or she is not a party.(f) Sections 21-2,110 to 21-2,119 do not limit a corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee or agent.Source Laws 2014, LB749, § 118.
NE Code § 21-2,119 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,119 - Exclusivity of subpart.

21-2,119.  Exclusivity of subpart.(MBCA 8.59) A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by sections 21-2,110 to 21-2,119.Source Laws 2014, LB749, § 119.
NE Code § 21-2,121 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,121 - Judicial action.

21-2,121.  Judicial action.(MBCA 8.61) (a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation on the ground that the director has an interest respecting the transaction if it is not a director's conflicting interest transaction.(b) A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation on the ground that the director has an interest respecting the transaction if:(1) Directors' action respecting the transaction was taken in compliance with section 21-2,122 at any time;(2) Shareholders' action respecting the transaction was taken in compliance with section 21-2,123 at any time; or(3) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.Source Laws 2014, LB749, § 121.