reglab/housing_qa huggingface dataset:
NE Code § 21-405 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-405 - Existing business corporation; amend articles of incorporation; statement required; other entities; procedure.

21-405.  Existing business corporation; amend articles of incorporation; statement required; other entities; procedure.(1) An existing business corporation may become a benefit corporation under the Nebraska Benefit Corporation Act by amending its articles of incorporation so that they contain, in addition to the requirements of section 21-220, a statement that the corporation is a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.(2) An entity that is not a benefit corporation may become a benefit corporation pursuant to subsection (1) of this section if the entity is (a) a party to a merger or conversion or (b) an exchanging entity in a share exchange, and the surviving, new, or resulting entity in the merger, conversion, or share exchange is to be a benefit corporation. In order to be effective, a plan of merger, conversion, or share exchange subject to this subsection must be adopted by at least the minimum status vote.Source  Laws 2014, LB751, § 5;  Laws 2015, LB35, § 4.
NE Code § 21-406 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-406 - Benefit corporation; terminate status; procedure.

21-406.  Benefit corporation; terminate status; procedure.(1) A benefit corporation may terminate its status as such and cease to be subject to the Nebraska Benefit Corporation Act by amending its articles of incorporation to delete the provision required by section 21-404 or 21-405 to be stated in the articles of a benefit corporation. In order to be effective, the amendment must be adopted by at least the minimum status vote.(2) If a plan of merger, conversion, or share exchange would have the effect of terminating the status of a business corporation as a benefit corporation, the plan must be adopted by at least the minimum status vote in order to be effective. Any sale, lease, exchange, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and regular course of business, is not effective unless the transaction is approved by at least the minimum status vote.Source Laws 2014, LB751, § 6.
NE Code § 21-407 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-407 - General public benefit; specific public benefit.

21-407.  General public benefit; specific public benefit.(1) A benefit corporation shall have a purpose of creating general public benefit. This purpose is in addition to its purpose under section 21-226.(2) The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create in addition to its purposes under section 21-226 and subsection (1) of this section. The identification of a specific public benefit under this subsection does not limit the purpose of a benefit corporation to create general public benefit under subsection (1) of this section.(3) The creation of general public benefit and specific public benefit under subsections (1) and (2) of this section is in the best interests of the benefit corporation.(4) A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. In order to be effective, the amendment must be adopted by at least the minimum status vote.Source  Laws 2014, LB751, § 7;  Laws 2015, LB35, § 5.
NE Code § 21-409 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-409 - Board of directors; benefit director; annual benefit report; contents; liability.

21-409.  Board of directors; benefit director; annual benefit report; contents; liability.(1) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director, who:(a) Shall be designated the benefit director; and(b) Shall have, in addition to the powers, duties, rights, and immunities of the other directors of the benefit corporation, the powers, duties, rights, and immunities provided in this section.(2) The benefit director shall be elected and may be removed in the manner provided by the Nebraska Model Business Corporation Act. The benefit director shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The articles of incorporation or bylaws of a benefit corporation may prescribe additional qualifications of the benefit director not inconsistent with this subsection.(3) The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to shareholders required by section 21-413, the opinion of the benefit director on all of the following:(a) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the benefit report;(b) Whether the directors and officers complied with subsection (1) of section 21-408 and subsection (1) of section 21-410, respectively; and(c) If, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to act or comply in the manner described in subdivisions (3)(a) and (b) of this subsection, a description of the ways in which the benefit corporation or its directors or officers failed to act or comply.(4) The action or inaction of an individual in the capacity of a benefit director constitutes for all purposes an action or inaction of that individual in the capacity of a director of the benefit corporation.(5) Regardless of whether the articles of incorporation or bylaws of a benefit corporation include a provision eliminating or limiting the personal liability of directors authorized by section 21-220, a benefit director is not personally liable for an act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, willful misconduct, or a knowing violation of law.Source  Laws 2014, LB751, § 9;  Laws 2015, LB35, § 7.  Cross References  Nebraska Model Business Corporation Act, see section 21-201.
NE Code § 21-410 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-410 - Officer; consider interests and factors; liability; duties.

21-410.  Officer; consider interests and factors; liability; duties.(1) Each officer of a benefit corporation shall consider the interests and factors described in subsection (1) of section 21-408 in the manner provided in that subsection if:(a) The officer has discretion to act with respect to a matter; and(b) It reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of general public benefit or a specific public benefit identified in the articles of incorporation of the benefit corporation.(2) The consideration of interests and factors in the manner described in subsection (1) of this section does not constitute a violation of section 21-2,107.(3) Except as provided in the articles of incorporation or bylaws, an officer is not personally liable for monetary damages for:(a) An action or inaction as an officer in the course of performing the duties of an officer under subsection (1) of this section if the officer performed the duties of the position in compliance with section 21-2,107 and this section; or(b) Failure of the benefit corporation to pursue or create general public benefit or specific public benefit.(4) An officer does not have a duty to a person that is a beneficiary of the general public benefit purpose or a specific public benefit purpose of a benefit corporation arising from the status of the person as a beneficiary.(5) An officer who makes a business judgment in good faith fulfills the duty under this section if the officer:(a) Is not interested in the subject of the business judgment;(b) Is informed with respect to the subject of the business judgment to the extent the officer reasonably believes to be appropriate under the circumstances; and(c) Rationally believes that the business judgment is in the best interests of the benefit corporation.Source  Laws 2014, LB751, § 10;  Laws 2015, LB35, § 8.
NE Code § 21-411 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-411 - Benefit officer; powers and duties.

21-411.  Benefit officer; powers and duties.(1) A benefit corporation may have an officer designated the benefit officer.(2) A benefit officer shall have:(a) The powers and duties relating to the purpose of the corporation to create general public benefit or specific public benefit provided:(i) By the bylaws; or(ii) Absent controlling provisions in the bylaws, by resolutions or orders of the board of directors; and(b) The duty to prepare the annual benefit report required by section 21-413.Source Laws 2014, LB751, § 11.
NE Code § 21-412 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-412 - Limitation on actions and claims; liability; benefit enforcement proceeding; when authorized.

21-412.  Limitation on actions and claims; liability; benefit enforcement proceeding; when authorized.(1)(a) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to:(i) Failure to pursue or create general public benefit or a specific public benefit set forth in its articles of incorporation; or(ii) Violation of an obligation, duty, or standard of conduct under the Nebraska Benefit Corporation Act.(b) A benefit corporation is not liable for monetary damages under the act for any failure of the benefit corporation to pursue or create general public benefit or a specific public benefit.(2) A benefit enforcement proceeding may be commenced or maintained only:(a) Directly by the benefit corporation; or(b) Derivatively in accordance with the Nebraska Model Business Corporation Act by:(i) A person or group of persons that owned beneficially or of record at least two percent of the total number of shares of a class or series outstanding at the time of the act or omission complained of;(ii) A director;(iii) A person or group of persons that owned beneficially or of record five percent or more of the outstanding equity interests in an entity of which the benefit corporation is a subsidiary at the time of the act or omission complained of; or(iv) Other persons as specified in the articles of incorporation or bylaws of the benefit corporation.(3) For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.Source  Laws 2014, LB751, § 12;  Laws 2015, LB35, § 9.  Cross References  Nebraska Model Business Corporation Act, see section 21-201.
NE Code § 21-413 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-413 - Annual benefit report; contents.

21-413.  Annual benefit report; contents.(1) A benefit corporation shall prepare an annual benefit report including all of the following:(a) A narrative description of:(i) The ways in which the benefit corporation pursued general public benefit during the year and the extent to which general public benefit was created;(ii) Both:(A) The ways in which the benefit corporation pursued a specific public benefit that the articles of incorporation state it is the purpose of the benefit corporation to create; and(B) The extent to which that specific public benefit was created;(iii) Any circumstances that have hindered the creation by the benefit corporation of general public benefit or specific public benefit; and(iv) The process and rationale for selecting or changing the third-party standard used to prepare the benefit report;(b) An assessment of the overall social and environmental performance of the benefit corporation against a third-party standard:(i) Applied consistently with any application of that standard in prior benefit reports; or(ii) Accompanied by an explanation of the reasons for:(A) Any inconsistent application; or(B) The change to that standard from the one used in the immediately prior benefit report;(c) The name of the benefit director and the benefit officer, if any, and the address to which correspondence to each of them may be directed;(d) The compensation paid by the benefit corporation during the year to each director in the capacity of a director;(e) The statement of the benefit director described in subsection (3) of section 21-409; and(f) A statement of any connection between the organization that established the third-party standard, or its directors, officers, or any holder of five percent or more of the governance interests in the organization, and the benefit corporation or its directors, officers, or any holder of five percent or more of the outstanding shares of the benefit corporation, including any financial or governance relationship which might materially affect the credibility of the use of the third-party standard.(2) If, during the year covered by a benefit report, a benefit director resigned from or refused to stand for reelection to the position of benefit director, or was removed from the position of benefit director, and the benefit director furnished the benefit corporation with any written correspondence concerning the circumstances surrounding the resignation, refusal, or removal, the benefit report shall include that correspondence as an exhibit.(3) Neither the benefit report nor the assessment of the performance of the benefit corporation in the benefit report required by subdivision (1)(b) of this section needs to be audited or certified by a third-party standards provider.Source Laws 2014, LB751, § 13.
NE Code § 21-414 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-414 - Annual benefit report; distribution; posting; Secretary of State; filing; fee.

21-414.  Annual benefit report; distribution; posting; Secretary of State; filing; fee.(1) A benefit corporation shall send its annual benefit report to each shareholder:(a) Within one hundred twenty days following the end of the fiscal year of the benefit corporation; or(b) At the same time that the benefit corporation delivers any other annual report to its shareholders.(2) A benefit corporation shall post all of its benefit reports on the public portion of its Internet website, if any, except that the compensation paid to directors and financial or proprietary information included in the benefit reports may be omitted from the benefit reports as posted.(3) If a benefit corporation does not have an Internet website, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy, except that the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the copy of the benefit report provided.(4)(a) Concurrently with the delivery of the benefit report to shareholders under subsection (1) of this section, the benefit corporation shall deliver a copy of the benefit report to the Secretary of State for filing, except that the compensation paid to directors and financial or proprietary information included in the benefit report may be omitted from the benefit report as delivered to the Secretary of State.(b) The Secretary of State shall charge a fee in the amount prescribed in subdivision (a)(12) of section 21-205 for filing a benefit report. The Secretary of State shall collect the fees imposed in this section and remit the fees to the State Treasurer. The State Treasurer shall credit sixty percent of the fees to the General Fund and forty percent of the fees to the Secretary of State Cash Fund.Source  Laws 2014, LB751, § 14;  Laws 2015, LB35, § 10;  Laws 2015, LB279, § 8;  Laws 2020, LB910, § 6.   Operative Date: July 1, 2021
NE Code § 21-501 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-501 - Short title.

21-501.  Short title.Sections 21-501 to 21-542 shall be known and may be cited as the Nebraska Uniform Protected Series Act.Source Laws 2018, LB1121, § 2.
NE Code § 21-502 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-502 - Definitions.

21-502.  Definitions.In the Nebraska Uniform Protected Series Act:(1) Asset means property:(A) in which a series limited liability company or protected series has rights; or(B) as to which the company or protected series has the power to transfer rights.(2) Associated asset means an asset that meets the requirements of section 21-515.(3) Associated member means a member that meets the requirements of section 21-516.(4) Foreign protected series means an arrangement, configuration, or other structure established by a foreign limited liability company which has attributes comparable to a protected series established under the act. The term applies whether or not the law under which the foreign company is organized refers to protected series.(5) Foreign series limited liability company means a foreign limited liability company that has at least one foreign protected series.(6) Nonassociated asset means:(A) an asset of a series limited liability company which is not an associated asset of the company; or(B) an asset of a protected series of the company which is not an associated asset of the protected series.(7) Person includes a protected series.(8) Protected series, except in the phrase foreign protected series, means a protected series established under section 21-509.(9) Protected-series manager means a person under whose authority the powers of a protected series are exercised and under whose direction the activities and affairs of the protected series are managed under the operating agreement, the Nebraska Uniform Protected Series Act, and the Nebraska Uniform Limited Liability Company Act.(10) Protected-series transferable interest means a right to receive a distribution from a protected series.(11) Protected-series transferee means a person to which all or part of a protected-series transferable interest of a protected series of a series limited liability company has been transferred, other than the company. The term includes a person that owns a protected-series transferable interest as a result of ceasing to be an associated member of a protected series.(12) Series limited liability company, except in the phrase foreign series limited liability company, means a limited liability company that has at least one protected series.Source Laws 2018, LB1121, § 3.
NE Code § 21-503 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-503 - Nature of protected series.

21-503.  Nature of protected series.A protected series of a series limited liability company is a person distinct from:(1) the company, subject to subsection (c) of section 21-504, subdivision (1) of section 21-524, and subsection (d) of section 21-525;(2) another protected series of the company;(3) a member of the company, whether or not the member is an associated member of the protected series;(4) a protected-series transferee of a protected series of the company; and(5) a transferee of a transferable interest of the company.Source Laws 2018, LB1121, § 4.
NE Code § 21-504 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-504 - Powers and duration of protected series.

21-504.  Powers and duration of protected series.(a) A protected series of a series limited liability company has the capacity to sue and be sued in its own name.(b) Except as otherwise provided in subsections (c) and (d) of this section, a protected series of a series limited liability company has the same powers and purposes as the company.(c) A protected series of a series limited liability company ceases to exist not later than when the company completes its winding up.(d) A protected series of a series limited liability company may not:(1) be a member of the company;(2) establish a protected series;(3) render a professional service; or(4) except as permitted by law of this state other than the Nebraska Uniform Protected Series Act, have a purpose or power that the law of this state other than the Nebraska Uniform Protected Series Act prohibits a limited liability company from doing or having.Source  Laws 2018, LB1121, § 5;  Laws 2021, LB253, § 2.   Operative Date: July 1, 2021
NE Code § 21-506 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-506 - Relation of operating agreement, this act, and Nebraska Uniform Limited Liability Company Act.

21-506.  Relation of operating agreement, this act, and Nebraska Uniform Limited Liability Company Act.(a) Except as otherwise provided in this section and subject to sections 21-507 and 21-508, the operating agreement of a series limited liability company governs:(1) the internal affairs of a protected series, including:(A) relations among any associated members of the protected series;(B) relations among the protected series and:(i) any associated member;(ii) the protected-series manager; or(iii) any protected-series transferee;(C) relations between any associated member and:(i) the protected-series manager; or(ii) any protected-series transferee;(D) the rights and duties of a protected-series manager;(E) governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and(F) procedures and conditions for becoming an associated member or protected-series transferee;(2) relations among the protected series, the company, and any other protected series of the company;(3) relations between:(A) the protected series, its protected-series manager, any associated member of the protected series, or any protected-series transferee of the protected series; and(B) a person in the person’s capacity as:(i) a member of the company which is not an associated member of the protected series;(ii) a protected-series transferee or protected-series manager of another protected series; or(iii) a transferee of the company.(b) If the Nebraska Uniform Limited Liability Company Act restricts the power of an operating agreement to affect a matter, the restriction applies to a matter under the Nebraska Uniform Protected Series Act in accordance with section 21-508.(c) If law of this state other than the Nebraska Uniform Protected Series Act imposes a prohibition, limitation, requirement, condition, obligation, liability, or other restriction on a limited liability company, a member, manager, or other agent of the company, or a transferee of the company, except as otherwise provided in law of this state other than the Nebraska Uniform Protected Series Act, the restriction applies in accordance with section 21-508.(d) Except as otherwise provided in section 21-507, if the operating agreement of a series limited liability company does not provide for a matter described in subsection (a) of this section in a manner permitted by the Nebraska Uniform Protected Series Act, the matter is determined in accordance with the following rules:(1) To the extent the Nebraska Uniform Protected Series Act addresses the matter, the Nebraska Uniform Protected Series Act governs.(2) To the extent the Nebraska Uniform Protected Series Act does not address the matter, the Nebraska Uniform Limited Liability Company Act governs the matter in accordance with section 21-508.Source Laws 2018, LB1121, § 7.