reglab/housing_qa huggingface dataset:
NE Code § 21-2,136 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,136 - Surrender of charter upon foreign nonprofit conversion.

21-2,136.  Surrender of charter upon foreign nonprofit conversion.(MBCA 9.33) (a) Whenever a domestic business corporation has adopted and approved, in the manner required by sections 21-2,133 to 21-2,138, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:(1) The name of the corporation;(2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation;(3) A statement that the foreign nonprofit conversion was duly approved by the shareholders in the manner required by the Nebraska Model Business Corporation Act and the articles of incorporation; and(4) The corporation's new jurisdiction of incorporation.(b) The articles of charter surrender shall be delivered by the corporation to the Secretary of State for filing. The articles of charter surrender shall take effect on the effective time provided in section 21-206.Source Laws 2014, LB749, § 136.
NE Code § 21-2,138 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,138 - Abandonment of a nonprofit conversion.

21-2,138.  Abandonment of a nonprofit conversion.(MBCA 9.35) (a) Unless otherwise provided in a plan of nonprofit conversion of a domestic business corporation, after the plan has been adopted and approved as required by sections 21-2,133 to 21-2,138, and at any time before the nonprofit conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.(b) If a nonprofit conversion is abandoned under subsection (a) of this section after articles of nonprofit conversion or articles of charter surrender have been filed with the Secretary of State but before the nonprofit conversion has become effective, a statement that the nonprofit conversion has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, shall be delivered to the Secretary of State for filing prior to the effective date of the nonprofit conversion. The statement shall take effect upon filing and the nonprofit conversion shall be deemed abandoned and shall not become effective.Source Laws 2014, LB749, § 138.
NE Code § 21-2,139 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,139 - Foreign nonprofit domestication and conversion.

21-2,139.  Foreign nonprofit domestication and conversion.(MBCA 9.40) A foreign nonprofit corporation may become a domestic business corporation if the domestication and conversion is permitted by the organic law of the foreign nonprofit corporation.Source Laws 2014, LB749, § 139.
NE Code § 21-2,140 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,140 - Articles of domestication and conversion.

21-2,140.  Articles of domestication and conversion.(MBCA 9.41) (a) After the conversion of a foreign nonprofit corporation to a domestic business corporation has been authorized as required by the laws of the foreign jurisdiction, articles of domestication and conversion shall be signed by any officer or other duly authorized representative. The articles shall set forth:(1) The name of the corporation immediately before the filing of the articles of domestication and conversion and, if that name is unavailable for use in this state or the corporation desires to change its name in connection with the domestication and conversion, a name that satisfies the requirements of section 21-230;(2) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and conversion and the date the corporation was incorporated in that jurisdiction; and(3) A statement that the domestication and conversion of the corporation in this state was duly authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication and conversion in this state.(b) The articles of domestication and conversion shall either contain all of the provisions that subsection (a) of section 21-220 requires to be set forth in articles of incorporation and any other desired provisions that subsection (b) of section 21-220 permits to be included in articles of incorporation or shall have attached articles of incorporation. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted.(c) The articles of domestication and conversion shall be delivered to the Secretary of State for filing and shall take effect at the effective time provided in section 21-206. Within ten business days after the articles of domestication and conversion take effect, a foreign nonprofit corporation converting into a domestic business corporation shall send written notice of domestication and conversion to the last-known address of any holder of a security interest in collateral of such foreign nonprofit corporation.(d) If the foreign nonprofit corporation is authorized to transact business in this state under the foreign qualification provision of the Nebraska Nonprofit Corporation Act, its certificate of authority shall be canceled automatically on the effective date of its domestication and conversion.Source  Laws 2014, LB749, § 140;  Laws 2017, LB99, § 4.  Cross References  Nebraska Nonprofit Corporation Act, see section 21-1901.
NE Code § 21-2,141 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,141 - Effect of foreign nonprofit domestication and conversion.

21-2,141.  Effect of foreign nonprofit domestication and conversion.(MBCA 9.42) (a) When a domestication and conversion of a foreign nonprofit corporation to a domestic business corporation becomes effective:(1) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;(2) The liabilities of the corporation remain the liabilities of the corporation;(3) An action or proceeding pending against the corporation continues against the corporation as if the domestication and conversion had not occurred;(4) The articles of domestication and conversion, or the articles of incorporation attached to the articles of domestication and conversion, constitute the articles of incorporation of the corporation;(5) Shares, other securities, obligations, rights to acquire shares or other securities of the corporation, or cash or other property shall be issued or paid as provided pursuant to the laws of the foreign jurisdiction so long as at least one share is outstanding immediately after the effective time; and(6) The corporation is deemed to:(i) Be a domestic corporation for all purposes;(ii) Be the same corporation without interruption as the foreign nonprofit corporation; and(iii) Have been incorporated on the date the foreign nonprofit corporation was originally incorporated.(b) The owner liability of a member of a foreign nonprofit corporation that domesticates and converts to a domestic business corporation shall be as follows:(1) The domestication and conversion does not discharge any owner liability under the laws of the foreign jurisdiction to the extent any such owner liability arose before the effective time of the articles of domestication and conversion;(2) The member shall not have owner liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication and conversion;(3) The provisions of the laws of the foreign jurisdiction shall continue to apply to the collection or discharge of any owner liability preserved by subdivision (1) of this subsection as if the domestication and conversion had not occurred; and(4) The member shall have whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any owner liability preserved by subdivision (1) of this subsection as if the domestication and conversion had not occurred.(c) A member of a foreign nonprofit corporation who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication and conversion in this state shall have owner liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of domestication and conversion.Source Laws 2014, LB749, § 141.
NE Code § 21-2,142 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,142 - Abandonment of a foreign nonprofit domestication and conversion.

21-2,142.  Abandonment of a foreign nonprofit domestication and conversion.(MBCA 9.43) If the domestication and conversion of a foreign nonprofit corporation to a domestic business corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed with the Secretary of State, a statement that the domestication and conversion has been abandoned, signed by an officer or other duly authorized representative, shall be delivered to the Secretary of State for filing. The statement shall take effect upon filing and the domestication and conversion shall be deemed abandoned and shall not become effective.Source Laws 2014, LB749, § 142.
NE Code § 21-2,144 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,144 - Plan of entity conversion.

21-2,144.  Plan of entity conversion.(MBCA 9.51) (a) A plan of entity conversion must include:(1) A statement of the type of other entity the surviving entity will be and, if it will be a foreign other entity, its jurisdiction of organization;(2) The terms and conditions of the conversion;(3) The manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and(4) The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the surviving entity.(b) The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the shareholders the plan may not be amended to change:(1) The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities, or interests, cash, or other property to be received under the plan by the shareholders;(2) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to section 21-2,154; or(3) Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.(c) Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with subsection (k) of section 21-203.Source Laws 2014, LB749, § 144.
NE Code § 21-2,145 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,145 - Action on a plan of entity conversion.

21-2,145.  Action on a plan of entity conversion.(MBCA 9.52) In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity:(1) The plan of entity conversion must be adopted by the board of directors.(2) After adopting the plan of entity conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation or (ii) section 21-2,101 applies. If subdivision (2)(i) or (ii) of this section applies, the board must transmit to the shareholders the basis for so proceeding.(3) The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis.(4) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the organic documents as they will be in effect immediately after the entity conversion.(5) Unless the articles of incorporation, or the board of directors acting pursuant to subdivision (3) of this section, requires a greater vote or a greater number of votes to be present, approval of the plan of entity conversion requires the approval of each class or series of shares of the corporation voting as a separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the conversion by that voting group exists.(6) If any provision of the articles of incorporation, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted or entered into before January 1, 2017, applies to a merger of the corporation, other than a provision that limits or eliminates voting or appraisal rights, and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended.(7) If as a result of the conversion one or more shareholders of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the signing, by each such shareholder, of a separate written consent to become subject to such owner liability.Source  Laws 2014, LB749, § 145;  Laws 2015, LB157, § 7.
NE Code § 21-2,147 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,147 - Surrender of charter upon conversion.

21-2,147.  Surrender of charter upon conversion.(MBCA 9.54) (a) Whenever a domestic business corporation has adopted and approved, in the manner required by sections 21-2,143 to 21-2,149, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be signed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:(1) The name of the corporation;(2) A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity;(3) A statement that the conversion was duly approved by the shareholders in the manner required by the Nebraska Model Business Corporation Act and the articles of incorporation;(4) The jurisdiction under the laws of which the surviving entity will be organized; and(5) If the surviving entity will be a nonfiling entity, the address of its executive office immediately after the conversion.(b) The articles of charter surrender shall be delivered by the corporation to the Secretary of State for filing. The articles of charter surrender shall take effect on the effective time provided in section 21-206.Source Laws 2014, LB749, § 147.
NE Code § 21-2,149 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,149 - Abandonment of an entity conversion.

21-2,149.  Abandonment of an entity conversion.(MBCA 9.56) (a) Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by sections 21-2,143 to 21-2,149 and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.(b) If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the Secretary of State but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, signed by an officer or other duly authorized representative, shall be delivered to the Secretary of State for filing prior to the effective date of the entity conversion. Upon filing, the statement shall take effect and the entity conversion shall be deemed abandoned and shall not become effective.Source Laws 2014, LB749, § 149.
NE Code § 21-2,150 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,150 - Authority to amend.

21-2,150.  Authority to amend.(MBCA 10.01) (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.Source Laws 2014, LB749, § 150.
NE Code § 21-2,151 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,151 - Amendment before issuance of shares.

21-2,151.  Amendment before issuance of shares.(MBCA 10.02) If a corporation has not yet issued shares, its board of directors or its incorporators if it has no board of directors may adopt one or more amendments to the corporation's articles of incorporation.Source Laws 2014, LB749, § 151.
NE Code § 21-2,152 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,152 - Amendment by board of directors and shareholders.

21-2,152.  Amendment by board of directors and shareholders.(MBCA 10.03) If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:(1) The proposed amendment must be adopted by the board of directors.(2) Except as provided in sections 21-2,154, 21-2,156, and 21-2,157, after adopting the proposed amendment the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation or (ii) section 21-2,101 applies. If subdivision (2)(i) or (ii) of this section applies, the board must transmit to the shareholders the basis for so proceeding.(3) The board of directors may condition its submission of the amendment to the shareholders on any basis.(4) If the amendment is required to be approved by the shareholders and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the amendment.(5) Unless the articles of incorporation, or the board of directors acting pursuant to subdivision (3) of this section, requires a greater vote or a greater number of shares to be present, approval of the amendment requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the amendment exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in subsection (c) of section 21-2,153, the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the amendment by that voting group exists.Source Laws 2014, LB749, § 152.
NE Code § 21-2,153 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-2,153 - Voting on amendments by voting groups.

21-2,153.  Voting on amendments by voting groups.(MBCA 10.04) (a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by the Nebraska Model Business Corporation Act, on a proposed amendment to the articles of incorporation if the amendment would:(1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;(2) Effect an exchange or reclassification or create the right of exchange of all or part of the shares of another class into shares of the class;(3) Change the rights, preferences, or limitations of all or part of the shares of the class;(4) Change the shares of all or part of the class into a different number of shares of the same class;(5) Create a new class of shares having rights or preferences with respect to distributions that are prior or superior to the shares of the class;(6) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class;(7) Limit or deny an existing preemptive right of all or part of the shares of the class; or(8) Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.(c) If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment unless otherwise provided in the articles of incorporation or required by the board of directors.(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.Source Laws 2014, LB749, § 153.