reglab/housing_qa huggingface dataset:
NE Code § 21-1976 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1976 - Removal of designated or appointed directors.

21-1976.  Removal of designated or appointed directors.(a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.(b)(1) An appointed director may be removed without cause by the person appointing the director except as otherwise provided in the articles or bylaws;(2) The person removing the appointed director shall do so by giving written notice of the removal to the appointed director and either the presiding officer of the board or the corporation's president or secretary; and(3) A removal of an appointed director is effective when the notice is effective unless the notice specifies a future effective date.Source  Laws 1996, LB 681, § 76.
NE Code § 21-1977 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1977 - Removal of directors by judicial proceeding.

21-1977.  Removal of directors by judicial proceeding.(a) The district court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent of the voting power of any class, or the Attorney General in the case of a public benefit corporation, if it finds that (1)(i) the director engaged in fraudulent or dishonest conduct, (ii) the director engaged in a gross abuse of authority or discretion, with respect to the corporation, or (iii) a final judgment has been entered finding that the director has violated a duty set forth in sections 21-1986 to 21-1989 and (2) removal is in the best interest of the corporation.(b) The district court may bar the removed director from serving on the board for a period prescribed by the court.(c) If members or the Attorney General commence a proceeding under subsection (a) of this section the corporation shall be made a party defendant.(d) If a public benefit corporation or its members commence a proceeding under subsection (a) of this section, they shall give the Attorney General written notice of the proceeding.(e) The articles or bylaws of a religious corporation may limit or prohibit the application of this section.Source  Laws 1996, LB 681, § 77. Annotations Effective notice to the Attorney General is an essential prerequisite to proceeding in any action involving a public benefit corporation for which such notice is required. Hitchcock Foundation v. Kountze, 272 Neb. 251, 720 N.W.2d 31 (2006).
NE Code § 21-1978 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1978 - Vacancy on board.

21-1978.  Vacancy on board.(a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:(1) The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;(2) The board of directors may fill the vacancy; or(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.(b) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.(c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.(d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection (b) of section 21-1974 or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.Source  Laws 1996, LB 681, § 78.
NE Code § 21-1979 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1979 - Compensation of directors.

21-1979.  Compensation of directors.Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors.Source  Laws 1996, LB 681, § 79.
NE Code § 21-1980 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1980 - Regular and special meetings.

21-1980.  Regular and special meetings.(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.(b) A board of directors may hold regular or special meetings in or out of this state.(c) Unless the articles or bylaws provide otherwise, members of the board of directors may participate in a regular or special meeting of the board or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.Source  Laws 1996, LB 681, § 80.
NE Code § 21-1981 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1981 - Action without meeting.

21-1981.  Action without meeting.(a) Unless the articles or bylaws provide otherwise, action required or permitted by the Nebraska Nonprofit Corporation Act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.Source  Laws 1996, LB 681, § 81.
NE Code § 21-1982 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1982 - Call and notice of meeting.

21-1982.  Call and notice of meeting.(a) Unless the articles, bylaws, or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice.(b) Unless the articles, bylaws, or subsection (c) of this section provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting.(c) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members shall not be valid unless each director is given at least seven days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 21-1983.(d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or twenty percent of the directors then in office may call and give notice of a meeting of the board.Source  Laws 1996, LB 681, § 82.
NE Code § 21-1983 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1983 - Waiver of notice.

21-1983.  Waiver of notice.(a) A director may at any time waive any notice required by the Nebraska Nonprofit Corporation Act, the articles, or bylaws. Except as provided in subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.(b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the act, the articles, or bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action.Source  Laws 1996, LB 681, § 83.
NE Code § 21-1984 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1984 - Quorum; voting.

21-1984.  Quorum; voting.(a) Except as otherwise provided in the Nebraska Nonprofit Corporation Act, the articles, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors.(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless the act, the articles, or bylaws require the vote of a greater number of directors.Source  Laws 1996, LB 681, § 84.
NE Code § 21-1985 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1985 - Committees of the board.

21-1985.  Committees of the board.(a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors who serve at the pleasure of the board.(b) The creation of a committee and appointment of members to it must be approved by the greater of:(1) A majority of all the directors in office when the action is taken; or(2) The number of directors required by the articles or bylaws to take action under section 21-1984.(c) Sections 21-1980 to 21-1984, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, shall apply to committees of the board and their members. Unless the articles or bylaws provide otherwise, members of a committee may participate in a meeting of the committee or conduct the meeting through the use of any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present at the meeting.(d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under section 21-1968.(e) A committee of the board may not:(1) Authorize distributions;(2) Approve or recommend to members the dissolution, the merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;(3) Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or(4) Adopt, amend, or repeal the articles or bylaws.(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 21-1986.Source  Laws 1996, LB 681, § 85.
NE Code § 21-1986 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1986 - General standards for directors.

21-1986.  General standards for directors.(a) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:(1) In good faith;(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(3) In a manner he or she reasonably believes to be in the best interests of the corporation.(b) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;(2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence;(3) A committee of the board of which the director is not a member as to matters within its jurisdiction if the director reasonably believes the committee merits confidence; or(4) In the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.(c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.(d) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section.(e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.Source  Laws 1996, LB 681, § 86.
NE Code § 21-1988 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1988 - Loans to or guaranties for directors and officers.

21-1988.  Loans to or guaranties for directors and officers.(a) A corporation may not lend money to or guaranty the obligation of a director or officer of the corporation.(b) The fact that a loan or guaranty is made in violation of this section does not affect the borrower's liability on the loan.Source  Laws 1996, LB 681, § 88.
NE Code § 21-1989 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1989 - Liability for unlawful distributions.

21-1989.  Liability for unlawful distributions.(a) Unless a director complies with the applicable standards of conduct described in section 21-1986, a director who votes for or assents to a distribution made in violation of the Nebraska Nonprofit Corporation Act is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating the act.(b) A director held liable for an unlawful distribution under subsection (a) of this section is entitled to contribution:(1) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in section 21-1986; and(2) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of the act.Source  Laws 1996, LB 681, § 89.
NE Code § 21-1990 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1990 - Required officers.

21-1990.  Required officers.(a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board.(b) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.(c) The same individual may simultaneously hold more than one office in a corporation.Source  Laws 1996, LB 681, § 90.
NE Code § 21-1991 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1991 - Duties and authority of officers.

21-1991.  Duties and authority of officers.Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.Source  Laws 1996, LB 681, § 91.
NE Code § 21-1992 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1992 - Standards of conduct for officers.

21-1992.  Standards of conduct for officers.(a) An officer with discretionary authority shall discharge his or her duties under that authority:(1) In good faith;(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(3) In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.(b) In discharging his or her duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:(1) One or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented;(2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or(3) In the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.(c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.(d) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section.Source  Laws 1996, LB 681, § 92.
NE Code § 21-1993 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1993 - Resignation and removal of officers.

21-1993.  Resignation and removal of officers.(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.(b) A board may remove any officer at any time with or without cause.Source  Laws 1996, LB 681, § 93.
NE Code § 21-1994 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1994 - Contract rights of officers.

21-1994.  Contract rights of officers.(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 1996, LB 681, § 94.
NE Code § 21-1995 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1995 - Officers' authority to execute documents.

21-1995.  Officers' authority to execute documents.Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two officers in Category 1 or by one officer in Category 1 and one officer in Category 2. Category 1 and Category 2 are defined as:Category 1 - The presiding officer of the board and the president; andCategory 2 - A vice president, the secretary, treasurer and executive director.Source  Laws 1996, LB 681, § 95.
NE Code § 21-1996 (2021)
2021 Nebraska Revised Statutes|Chapter 21 - Corporations and Other Companies|21-1996 - Terms, defined.

21-1996.  Terms, defined.For purposes of sections 21-1996 to 21-19,104:(1) Corporation includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction;(2) Director means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. Director includes, unless the context requires otherwise, the estate or personal representative of a director;(3) Expenses include counsel fees;(4) 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 actually incurred with respect to a proceeding;(5) 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 individual other than a director, as contemplated in section 21-19,102, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. Official capacity does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise;(6) Party includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding; and(7) Proceeding means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.Source  Laws 1996, LB 681, § 96.