reglab/housing_qa huggingface dataset:
NE Code § 21-1957 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1957 - Record date; determining members entitled to notice and vote.

21-1957.  Record date; determining members entitled to notice and vote.(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.(b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.(c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.(d) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members occurs.(e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy days after the record date for determining members entitled to notice of the original meeting.(f) If the district court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.Source  Laws 1996, LB 681, § 57.
NE Code § 21-1958 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1958 - Action by written ballot.

21-1958.  Action by written ballot.(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.(b) A written ballot shall:(1) Set forth each proposed action; and(2) Provide an opportunity to vote for or against each proposed action.(c) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.(d) All solicitations for votes by written ballot shall:(1) Indicate the number of responses needed to meet the quorum requirements;(2) State the percentage of approvals necessary to approve each matter other than election of directors; and(3) Specify the time by which a ballot must be received by the corporation in order to be counted.(e) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.Source  Laws 1996, LB 681, § 58.
NE Code § 21-1959 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1959 - Members' list for meeting.

21-1959.  Members' list for meeting.(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but who are not entitled to notice of the meeting. This list shall be prepared on the same basis as and be part of the list of members.(b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of subsection (c) of section 21-19,166 and section 21-19,169, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.(c) The corporation shall make the list of members available at the meeting, and any member, a member's agent, or a member's attorney is entitled to inspect the list at any time during the meeting or upon adjournment.(d) If the corporation refuses to allow a member, a member's agent, or a member's attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b) of this section), the district court of the county where a corporation's principal office (or if none in this state, its registered office) is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.(e) Unless a written demand to inspect and copy a membership list has been made under subsection (b) of this section prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting.(f) The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record.Source  Laws 1996, LB 681, § 59.
NE Code § 21-1960 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1960 - Voting entitlement generally.

21-1960.  Voting entitlement generally.(a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members.(b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect:(1) If only one votes, such act binds all; and(2) If more than one votes, the vote shall be divided on a pro rata basis.Source  Laws 1996, LB 681, § 60.
NE Code § 21-1961 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1961 - Quorum requirements.

21-1961.  Quorum requirements.(a) Unless the Nebraska Nonprofit Corporation Act, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.(b) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.(c) A bylaw amendment to increase the quorum required for any member action must be approved by the members.(d) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.Source  Laws 1996, LB 681, § 61.
NE Code § 21-1962 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1962 - Voting requirements.

21-1962.  Voting requirements.(a) Unless the Nebraska Nonprofit Corporation Act, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members.(b) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.Source  Laws 1996, LB 681, § 62.
NE Code § 21-1963 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1963 - Proxies.

21-1963.  Proxies.(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney in fact.(b) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form. No proxy shall be valid for more than three years from its date of execution.(c) An appointment of a proxy is revocable by the member.(d) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.(e) Appointment of a proxy is revoked by the person appointing the proxy:(1) Attending any meeting and voting in person; or(2) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.(f) Subject to section 21-1966 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.Source  Laws 1996, LB 681, § 63.
NE Code § 21-1964 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1964 - Cumulative voting for directors.

21-1964.  Cumulative voting for directors.(a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.(b) Cumulative voting is not authorized at a particular meeting unless:(1) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or(2) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.(c) A director elected by cumulative voting may be removed by the members without cause if the requirements of section 21-1975 are met unless the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.(d) Members may not cumulatively vote if the directors and members are identical.Source  Laws 1996, LB 681, § 64. Cross References  Cumulative voting for directors, see Article XII, section 1, Constitution of Nebraska.
NE Code § 21-1965 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1965 - Other methods of electing directors.

21-1965.  Other methods of electing directors.A corporation may provide in its articles or bylaws for the election of directors by members or delegates (1) on the basis of chapter or other organizational unit, (2) by region or other geographic unit, (3) by preferential voting, or (4) by any other reasonable method.Source  Laws 1996, LB 681, § 65. Cross References  Cumulative voting for directors, see Article XII, section 1, Constitution of Nebraska.
NE Code § 21-1966 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1966 - Corporation's acceptance of votes.

21-1966.  Corporation's acceptance of votes.(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;(2) The name signed purports to be that of an attorney in fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment;(3) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders; and(4) In the case of a mutual benefit corporation:(i) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; or(ii) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.Source  Laws 1996, LB 681, § 66.
NE Code § 21-1967 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1967 - Voting agreements.

21-1967.  Voting agreements.(a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to ten years. For public benefit corporations such agreements must have a reasonable purpose not inconsistent with the corporation's public or charitable purposes.(b) A voting agreement created under this section is specifically enforceable.Source  Laws 1996, LB 681, § 67.
NE Code § 21-1968 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1968 - Requirement for and duties of board of directors.

21-1968.  Requirement for and duties of board of directors.(a) Each corporation must have a board of directors.(b) Except as provided in the Nebraska Nonprofit Corporation Act or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.(c) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.Source  Laws 1996, LB 681, § 68.
NE Code § 21-1969 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1969 - Qualifications of directors.

21-1969.  Qualifications of directors.All directors must be individuals. The articles or bylaws may prescribe other qualifications for directors.Source  Laws 1996, LB 681, § 69.
NE Code § 21-1970 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1970 - Number of directors.

21-1970.  Number of directors.(a) A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws.(b) The number of directors may be increased or decreased (but to no fewer than three) from time to time by amendment to or in the manner prescribed in the articles or bylaws.Source  Laws 1996, LB 681, § 70.
NE Code § 21-1971 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1971 - Election, designation, and appointment of directors.

21-1971.  Election, designation, and appointment of directors.(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election or provide that some of the directors are appointed by some other person or designated.(b) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board.Source  Laws 1996, LB 681, § 71.
NE Code § 21-1972 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1972 - Terms of directors generally.

21-1972.  Terms of directors generally.(a) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one year. Directors may be elected for successive terms.(b) A decrease in the number of directors or term of office does not shorten an incumbent director's term.(c) Except as provided in the articles or bylaws:(1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and(2) The term of a director filling any other vacancy expires at the end of the unexpired term that such director is filling.(d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors.Source  Laws 1996, LB 681, § 72.
NE Code § 21-1973 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1973 - Staggered terms for directors.

21-1973.  Staggered terms for directors.The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.Source  Laws 1996, LB 681, § 73.
NE Code § 21-1974 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1974 - Resignation of directors.

21-1974.  Resignation of directors.(a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer, or to the president or secretary.(b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.Source  Laws 1996, LB 681, § 74.
NE Code § 21-1975 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1975 - Removal of directors elected by members or directors.

21-1975.  Removal of directors elected by members or directors.(a) The members may remove one or more directors elected by them without cause.(b) If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.(c) Except as provided in subsection (i) of this section, a director may be removed under subsection (a) or (b) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.(d) If cumulative voting is authorized, a director may not be removed if the number of votes (or if the director was elected by a class, chapter, unit, or grouping of members, the number of votes of that class, chapter, unit, or grouping) sufficient to elect the director under cumulative voting is voted against the director's removal.(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.(f) In computing whether a director is protected from removal under subsections (b) through (d) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.(g) An entire board of directors may be removed under subsections (a) through (e) of this section.(h) A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws. A director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.(i) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.(j) The articles or bylaws of a religious corporation may:(1) Limit the application of this section; and(2) Set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members or the board.Source  Laws 1996, LB 681, § 75.