reglab/statecodes huggingface dataset:
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2915 - Resignation of agent for service of process.

21-2915.
Resignation of agent for service of process.
(1) To resign as an agent for service of process of a limited cooperative association or a foreign limited cooperative association, the agent shall deliver to the Secretary of State for filing a statement of resignation containing the name of the limited cooperative association or foreign limited cooperative association.
(2) After receiving a statement of resignation, the Secretary of State shall file it and mail a copy to the principal office of the limited cooperative association or foreign limited cooperative association and another copy to the principal office if the address of the principal office appears in the records of the Secretary of State and is different from the address of the registered office.
(3) An agency for service of process terminates thirty days after the Secretary of State files the statement of resignation.
Source
Laws 2007, LB368, § 15.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2916 - Service of process.

21-2916.
Service of process.
(1) An agent for service of process appointed by a limited cooperative association or a foreign limited cooperative association is an agent of the limited cooperative association or foreign limited cooperative association for service of any process, notice, or demand required or permitted by law to be served upon the limited cooperative association or foreign limited cooperative association.
(2)(a) If a limited cooperative association or a foreign limited cooperative association has no agent for service of process or the agent cannot with reasonable diligence be served the limited cooperative association may be served by registered or certified mail, return receipt requested, addressed to the limited cooperative association at its principal office. Service shall be perfected under this subsection at the earliest of:
(i) The date the limited cooperative association receives the mail;
(ii) The date shown on the return receipt, if signed on behalf of the limited cooperative association; or
(iii) Five days after its deposit in the United States mail as evidenced by the postmark, if mailed postage prepaid and correctly addressed.
(b) This subsection shall not limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a limited cooperative association in any other manner now or hereafter permitted by law.
Source
Laws 2007, LB368, § 16.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2917 - Signing of records to be delivered for filing to the Secretary of State.

21-2917.
Signing of records to be delivered for filing to the Secretary of State.
Records delivered to the Secretary of State for filing pursuant to the Nebraska Limited Cooperative Association Act shall be signed in the following manner:
(1) The initial articles of organization shall be signed by at least one organizer;
(2) A notice of cancellation under section 21-29,108 shall be signed by each organizer that signed the initial articles of organization;
(3) Except as otherwise provided in this subsection, a record signed on behalf of an existing limited cooperative association shall be signed by an officer or authorized representative; and
(4) A record filed on behalf of a dissolved limited cooperative association by a person winding up the activities under section 21-2989 or a person appointed under such section to wind up those activities.
Source
Laws 2007, LB368, § 17.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2918 - Signing and filing of records pursuant to judicial order.

21-2918.
Signing and filing of records pursuant to judicial order.
(1) If a person required by the Nebraska Limited Cooperative Association Act to sign or deliver a record to the Secretary of State for filing does not do so, any other aggrieved person may petition the district court of Lancaster County to order:
(a) The person to sign the record and the person to deliver the record to the Secretary of State for filing; or
(b) The Secretary of State to file the record unsigned.
(2) If an aggrieved person under subsection (1) of this section is not the limited cooperative association or foreign limited cooperative association to which the record pertains, the aggrieved person shall make the limited cooperative association or foreign limited cooperative association a party to the action. An aggrieved person under subsection (1) of this section may seek any or all of the remedies provided in such subsection in the same action.
(3) A record filed unsigned pursuant to this section is effective without being signed.
Source
Laws 2007, LB368, § 18.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2919 - Delivery to and filing of records by Secretary of State; effective time and date.

21-2919.
Delivery to and filing of records by Secretary of State; effective time and date.
(1) A record authorized to be delivered to the Secretary of State for filing under the Nebraska Limited Cooperative Association Act shall be captioned to describe the record's purpose and be delivered to the Secretary of State in a medium authorized by the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of the act and if all filing fees have been paid the Secretary of State shall file the record and send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.
(2) Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record.
(3) Except as otherwise provided in the act, a record delivered to the Secretary of State for filing under the act may specify an effective time and a delayed effective date. Except as otherwise provided in the act, a record filed by the Secretary of State is effective:
(a) If the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the Secretary of State's endorsement of the date and time on the record;
(b) If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;
(c) If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:
(i) The specified date; or
(ii) The ninetieth day after the record is filed; or
(d) If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:
(i) The specified date; or
(ii) Ninety days after the record is filed.
Source
Laws 2007, LB368, § 19.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2920 - Correcting filed record.

21-2920.
Correcting filed record.
(1) A limited cooperative association or foreign limited cooperative association may deliver to the Secretary of State for filing a statement of correction to correct a record previously delivered by the limited cooperative association or foreign limited cooperative association to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed.
(2) A statement of correction shall not state a delayed effective date and shall:
(a) Describe the record to be corrected, including its filing date, or contain an attached copy of the record as filed;
(b) Specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and
(c) Correct the incorrect information or defective signature.
(3) When filed by the Secretary of State, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed as to persons relying on the uncorrected record and adversely affected by the correction prior to its correction.
Source
Laws 2007, LB368, § 20.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2921 - Liability for false information in filed record.

21-2921.
Liability for false information in filed record.
If a record delivered to the Secretary of State for filing under the Nebraska Limited Cooperative Association Act and filed by the Secretary of State contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to sign it on the person's behalf and knew the information to be false at the time the record was signed.
Source
Laws 2007, LB368, § 21.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2922 - Certificate of good standing or authorization.

21-2922.
Certificate of good standing or authorization.
(1) The Secretary of State, upon application and payment of the required fee, shall furnish a certificate of good standing for a limited cooperative association if the records filed in the office of the Secretary of State show that the Secretary of State has filed articles of organization, the limited cooperative association is in good standing, and there has not been filed articles of dissolution.
(2) The Secretary of State, upon application and payment of the required fee, shall furnish a certificate of authorization for a foreign limited cooperative association if the records filed in the office of the Secretary of State show that the Secretary of State has filed a certificate of authority, has not revoked the certificate of authority, and has not filed a notice of cancellation pursuant to section 21-29,108.
(3) Subject to any qualification stated in the certificate, a certificate of good standing or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited cooperative association or foreign limited cooperative association is in good standing or is authorized to transact business in this state.
Source
Laws 2007, LB368, § 22;
Laws 2008, LB848, § 4.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2923 - Biennial report.

21-2923.
Biennial report.
(1) A limited cooperative association or a foreign limited cooperative association authorized to transact business in this state shall deliver to the Secretary of State for filing a biennial report that states:
(a) The name of the limited cooperative association or foreign limited cooperative association;
(b) The street and mailing addresses of the limited cooperative association's or foreign limited cooperative association's designated office and the name and street and mailing addresses of its agent for service of process in this state;
(c) In the case of a limited cooperative association, the street and mailing addresses of its principal office if different from its designated office; and
(d) In the case of a foreign limited cooperative association, the state or other jurisdiction under whose law the foreign limited cooperative association is formed and any alternative name adopted under section 21-29,106.
(2) Information in the biennial report must be current as of the date the biennial report is delivered to the Secretary of State.
(3) Commencing on January 1, 2009, a biennial report shall be filed between January 1 and April 1 of each odd-numbered year following the year in which a limited cooperative association files articles of organization or a foreign limited cooperative association becomes authorized to transact business in this state.
(4) If a biennial report does not contain the information required in subsection (1) of this section, the Secretary of State shall promptly notify the reporting limited cooperative association or foreign limited cooperative association and return the report for correction. If the report is corrected to contain the information required in subsection (1) of this section and delivered to the Secretary of State within thirty days after the effective date of the notice, it is timely delivered.
(5) If a filed biennial report contains an address of a designated office or the name or address of an agent for service of process which differs from the information shown in the records of the Secretary of State immediately before the filing, the differing information in the biennial report is considered a statement of change under section 21-2914.
(6) If a limited cooperative association fails to file a biennial report under this section, the Secretary of State may proceed under section 21-2994 to administratively dissolve the limited cooperative association.
(7) If a foreign limited cooperative association fails to file a biennial report under this section, the Secretary of State may proceed under section 21-29,107 to revoke the certificate of authority of the foreign limited cooperative association.
(8) A correction or an amendment to the biennial report may be delivered to the Secretary of State for filing at any time.
Source
Laws 2007, LB368, § 23;
Laws 2014, LB774, § 4.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2924 - Filing fees.

21-2924.
Filing fees.
The filing fees for records filed under the Nebraska Limited Cooperative Association Act with the Secretary of State are governed by section 33-101. The fees for filings under the act shall be paid to the Secretary of State, and the Secretary of State shall 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 2007, LB368, § 24;
Laws 2020, LB910, § 9.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2926 - Formation of limited cooperative association; articles of organization.

21-2926.
Formation of limited cooperative association; articles of organization.
(1) To form a limited cooperative association, articles of organization shall be delivered to the Secretary of State for filing. The articles shall state:
(a) The name of the limited cooperative association;
(b) The purposes for which the limited cooperative association was formed;
(c) The street and mailing addresses of the initial registered office and the name, street, and mailing addresses of the registered agent for service of process;
(d) The name and the street and mailing addresses of each organizer;
(e) The term for which the limited cooperative association is to exist, if other than perpetual;
(f) The number and terms of directors or the method in which the number and terms shall be determined; and
(g) Any additional information required by the Secretary of State.
(2) Articles of organization may contain any other matters deemed relevant by the organizer or organizers.
(3) Unless the articles of organization state a delayed effective date, a limited cooperative association is formed when the Secretary of State receives for filing the articles of organization. If the articles state a delayed effective date, a limited cooperative association is not formed if, before the articles take effect, one or more organizers sign and deliver to the Secretary of State for filing a notice of cancellation.
Source
Laws 2007, LB368, § 26.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2927 - Organization of limited cooperative association.

21-2927.
Organization of limited cooperative association.
After the effective date of the articles of organization:
(1) If initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to appoint officers, adopt initial bylaws, and carry on any other business brought before the meeting; and
(2) If initial directors are not named in the articles of organization, the organizers shall designate the initial directors and call a meeting of them to adopt initial bylaws or carry on any other business necessary and proper to complete the organization of the limited cooperative association.
Source
Laws 2007, LB368, § 27.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2928 - Bylaws.

21-2928.
Bylaws.
(1) The bylaws shall be in a record and, if not stated in the articles of organization, include:
(a) A statement of the capital structure of the limited cooperative association, including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each group, class, or other type of member interest, the rights to share in profits or distributions of the limited cooperative association, and the method to admit members;
(b) A statement designating the voting and governance rights, including which members have voting power and any limitations or restrictions on the voting power under sections 21-2939 and 21-2942;
(c) A statement that member interests held by a member are transferable only with the approval of the board of directors or as otherwise provided in the articles of organization or bylaws; and
(d) If investor members are authorized, a statement concerning how profits and losses are apportioned and how distributions are made as between patron members and investor members.
(2) The bylaws of the limited cooperative association may contain any provision for managing and regulating the affairs of the limited cooperative association which is not inconsistent with the articles of organization.
Source
Laws 2007, LB368, § 28.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2929 - Members.

21-2929.
Members.
In order to commence business, a limited cooperative association shall have two or more patron members, except that a limited cooperative association may have only one member if the member is an entity organized under the Nebraska Limited Cooperative Association Act, the Nonstock Cooperative Marketing Act, or sections 21-1301 to 21-1339.
Source
Laws 2007, LB368, § 29;
Laws 2008, LB848, § 5.
Cross References
Cooperative corporations, see section 21-1301 et seq.
Cooperative farm land companies, see section 21-1333 et seq.
Nonstock Cooperative Marketing Act, see section 21-1401.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2930 - Becoming a member.

21-2930.
Becoming a member.
A person becomes a member:
(1) As provided in the articles of organization and bylaws;
(2) As the result of merger or consolidation under section 21-29,122; or
(3) With the consent of all the members.
Source
Laws 2007, LB368, § 30;
Laws 2008, LB848, § 6.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2932 - No liability as member for limited cooperative association obligations.

21-2932.
No liability as member for limited cooperative association obligations.
Unless otherwise provided by the articles of organization, an obligation of a limited cooperative association, whether arising in contract, tort, or otherwise, is not the obligation of a member. A member is not personally liable, by way of contribution or otherwise, for an obligation of the limited cooperative association solely by reason of being a member.
Source
Laws 2007, LB368, § 32.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2934 - Annual members' meetings.

21-2934.
Annual members' meetings.
(1) The members of the limited cooperative association shall meet annually as provided in the articles of organization or bylaws or at the direction of the board of directors not inconsistent with the articles of organization or bylaws.
(2) Annual members' meetings may be held in or out of this state at the place stated in the articles of organization or bylaws or by the board of directors in accordance with the articles of organization or bylaws.
(3) The board of directors shall report or cause to be reported at the annual members' meeting the business and financial condition as of the close of the most recent fiscal year.
(4) Unless otherwise provided by the articles of organization or bylaws, the board of directors shall designate the presiding officer of the annual members' meeting.
Source
Laws 2007, LB368, § 34.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2935 - Special members' meetings.

21-2935.
Special members' meetings.
(1) Special members' meetings shall be called:
(a) As provided in the articles of organization or bylaws;
(b) By a majority vote of the board of directors;
(c) By demand in a record signed by members holding at least twenty percent of the votes of any class or group entitled to be cast on the matter that is the purpose of the meeting; or
(d) By demand in a record signed by members holding at least twenty percent of all votes entitled to be cast on the matter that is the purpose of the meeting.
(2) Any voting member may withdraw its demand under this section before the receipt by the limited cooperative association of demands sufficient to require a special members' meeting.
(3) A special members' meeting may be held in or out of this state at the place stated in the articles of organization or bylaws or by the board of directors in accordance with the articles of organization or bylaws.
(4) Only affairs within the purpose or purposes stated pursuant to subsection (2) of section 21-2965 may be conducted at a special members' meeting.
(5) Unless otherwise provided by the articles of organization or bylaws, the presiding officer of the meeting shall be designated by the board of directors.
Source
Laws 2007, LB368, § 35;
Laws 2008, LB848, § 7.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2936 - Notice of members' meetings.

21-2936.
Notice of members' meetings.
(1) The limited cooperative association shall notify each member of the time, date, and place of any annual or special members' meeting not less than ten nor more than fifty days before the meeting.
(2) Unless the articles of organization or bylaws otherwise provide, notice of an annual members' meeting need not include a description of the purpose or purposes of the meeting.
(3) Notice of a special members' meeting shall include a description of the purpose or purposes of the meeting as contained in the demand under section 21-2935 or as voted upon by the board of directors under such section.
Source
Laws 2007, LB368, § 36.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2937 - Waiver of members' meeting notice.

21-2937.
Waiver of members' meeting notice.
(1) A member may waive notice of any meeting of the members either before, during, or after the meeting.
(2) A member's participation in a meeting is waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon arrival at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Source
Laws 2007, LB368, § 37.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2938 - Quorum.

21-2938.
Quorum.
Unless the articles of organization or bylaws provide otherwise, ten percent, but not less than five nor more than fifty of the members, need to be present at an annual or special members' meeting to constitute a quorum.
Source
Laws 2007, LB368, § 38.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2939 - Voting by patron members; voting by investor members.

21-2939.
Voting by patron members; voting by investor members.
(1) Each patron member has one vote, but the articles of organization or bylaws may provide additional voting power to members on the basis of patronage under section 21-2941 and may provide for voting by district, group, or class under section 21-2956.
(2) If the articles of organization provide for investor members, each investor member has one vote, unless the articles of organization or bylaws otherwise provide. The articles of organization or bylaws may provide for the allocation of investor member voting power by class, classes, or any combination of classes.
(3) If a limited cooperative association has both patron and investor members:
(a) The aggregate voting power of all patron members shall not be less than fifty-one percent of the entire voting power entitled to vote, but the articles of organization or bylaws may reduce the collective voting power of patron members to not less than fifteen percent of the entire voting power entitled to vote; and
(b) The entire aggregate voting power of patron members shall be voted as determined by the majority vote of patron members voting at the members' meeting.
Source
Laws 2007, LB368, § 39;
Laws 2008, LB848, § 8.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2940 - Action without a meeting.

21-2940.
Action without a meeting.
(1) Unless otherwise provided by the articles of organization or bylaws, any action that may be taken by the members may be taken without a meeting if each member entitled to vote on such action consents to the action in a record.
(2) Consent may be withdrawn by a member in a record at any time before the limited cooperative association receives a consent from each member entitled to vote.
(3) The consent record of any action may specify the effective date or time of the action.
Source
Laws 2007, LB368, § 40.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2941 - Determination of voting power of patron member.

21-2941.
Determination of voting power of patron member.
The articles of organization or bylaws may provide additional voting power be allocated for each patron member for:
(1) Actual, estimated, or potential patronage or any combination thereof;
(2) Equity allocated or held by a patron member in the limited cooperative association; or
(3) Any combination of subdivisions (1) and (2) of this section.
Source
Laws 2007, LB368, § 41.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2943 - Manner of voting.

21-2943.
Manner of voting.
(1) Proxy voting by members is prohibited.
(2) Delegate voting based upon geographical district, group, or class is not voting by proxy under this section.
(3) The articles of organization or bylaws may provide for member voting by secret ballot delivered by mail or other means.
(4) The articles of organization or bylaws may provide for members to attend meetings or conduct members' meetings through the use of any means of communication, if all members attending the meeting can simultaneously communicate with each other during the meeting.
Source
Laws 2007, LB368, § 43.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2944 - Districts and delegates; classes of members.

21-2944.
Districts and delegates; classes of members.
(1) The articles of organization or bylaws may provide:
(a) For the formation of districts and the conduct of members' meetings by districts and that elections of directors may be held at district meetings; or
(b) That districts may elect district delegates to represent and vote for the district in annual and special meetings of members.
(2) A delegate selected under subdivision (1)(b) of this section has one vote subject to subsection (3) of this section.
(3) The articles of organization or bylaws may provide additional voting power be allocated to each district, group, or class or delegate for the aggregate of the number of patron members in each district, group, or class as provided under section 21-2941.
Source
Laws 2007, LB368, § 44.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2945 - Member interest.

21-2945.
Member interest.
A member's interest:
(1) Consists of: (a) Governance rights; (b) financial rights; and (c) the right or obligation, if any, to do business with the limited cooperative association;
(2) Is personal property; and
(3) May be in certificated or uncertificated form.
Source
Laws 2007, LB368, § 45;
Laws 2008, LB848, § 9.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2946 - Patron and investor member interests.

21-2946.
Patron and investor member interests.
(1) Subject to subsection (2) of this section, member interests shall be patron member interests.
(2) The articles of organization or bylaws may establish investor member interests.
Source
Laws 2007, LB368, § 46.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2947 - Transferability of member interest.

21-2947.
Transferability of member interest.
(1) Unless otherwise provided in the articles of organization or bylaws and subject to subsection (2) of this section, member interests are not transferable. The terms of the restriction on transferability shall be set forth in the limited cooperative association articles of organization or bylaws, the member records of the limited cooperative association, and shall be conspicuously noted on any certificates evidencing a member's interest.
(2) A member may transfer its financial rights in the limited cooperative association unless the transfer is restricted or prohibited by the articles of organization or bylaws.
(3) The transferee of a member's financial rights has, to the extent transferred, the right to share in the allocation of surplus, profits, or losses and to receive the distributions to the member transferring the interest.
(4) The transferee does not become a member upon transfer of a member's financial rights unless it is admitted as a member by the limited cooperative association.
(5) A limited cooperative association need not give effect to a transfer under this section until the limited cooperative association has notice of the transfer.
(6) A transfer of a member's financial rights in violation of a restriction or prohibition on transfer contained in the articles of organization or bylaws is void.
Source
Laws 2007, LB368, § 47.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2948 - Security interest.

21-2948.
Security interest.
(1) An investor member or transferee may grant a security interest in financial rights in a limited cooperative association, but not in the governance rights in such association.
(2) A patron member shall not grant a security interest in financial rights or governance rights in a limited cooperative association.
(3) The granting of a security interest in financial rights is not considered a transfer for purposes of section 21-2947. Upon foreclosure of a security interest in financial rights a person obtaining the financial rights shall only obtain financial rights subject to the security interest and shall not obtain any governance rights or other rights with respect to the limited cooperative association.
(4) The limitation of this section to financial rights shall not apply in the case of a member interest that is not subject to a restriction or prohibition on transfer under the articles of organization or bylaws.
Source
Laws 2007, LB368, § 48.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2949 - Marketing contract, defined; authority.

21-2949.
Marketing contract, defined; authority.
In this section and sections 21-2950 to 21-2952, marketing contract means a contract between a limited cooperative association and another person that need not be a patron member:
(1) Requiring the other person to sell, or deliver for sale or marketing on the person's behalf, a specified part of the person's products, commodities, or goods exclusively to or through the limited cooperative association or any facilities furnished by the association; or
(2) Authorizing the limited cooperative association to act for the person in any manner with respect to the products, commodities, or goods.
Source
Laws 2007, LB368, § 49;
Laws 2008, LB848, § 10.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2950 - Marketing contract.

21-2950.
Marketing contract.
(1) If a marketing contract provides for the sale of products, commodities, or goods to a limited cooperative association, the sale transfers title absolutely, except for security interests properly perfected, to the association upon delivery or at any other specific time expressly provided by the contract.
(2) A marketing contract may:
(a) Authorize a limited cooperative association to create an enforceable security interest in the products, commodities, or goods delivered; and
(b) Allow the limited cooperative association to sell the products, commodities, or goods delivered and pay the sales price on a pooled or other basis after deducting selling costs, processing costs, overhead, expenses, and other charges.
Source
Laws 2007, LB368, § 50;
Laws 2008, LB848, § 11.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2951 - Duration of marketing contract; termination.

21-2951.
Duration of marketing contract; termination.
The initial duration of a marketing contract may not exceed ten years, but the contract may be made self-renewing for additional periods not exceeding five years each. Unless the contract provides for another manner or time for termination, either party may terminate the contract by giving notice in a record at least ninety days before the end of the current term.
Source
Laws 2007, LB368, § 51;
Laws 2008, LB848, § 12.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2952 - Remedies for breach or anticipating repudiation of contract.

21-2952.
Remedies for breach or anticipating repudiation of contract.
(1) A marketing contract may liquidate damages to be paid to a limited cooperative association for a breach or anticipatory repudiation of the marketing contract but only at an amount or at a formula that is reasonable in light of the actual or then anticipated harm caused by the breach or to be caused by the anticipatory repudiation. The provision may be enforced as liquidated damages and is not to be considered a penalty.
(2) If there is a breach or anticipatory repudiation of a marketing contract, the limited cooperative association may seek an injunction to prevent the further breach or an anticipatory repudiation of the contract and the specific performance of the contract.
(3) In the case of a marketing contract between a limited cooperative association and a patron member, the articles of organization or bylaws may also provide additional remedies for the remedies under subsections (1) and (2) of this section.
(4) Nothing in this section shall restrict a limited cooperative association from seeking any other remedy at law or equity in the enforcement of a marketing contract.
Source
Laws 2007, LB368, § 52;
Laws 2008, LB848, § 13.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2953 - Existence and powers of board of directors.

21-2953.
Existence and powers of board of directors.
(1) A limited cooperative association shall have a board of directors consisting of three or more directors as set forth in the articles of organization or bylaws unless the number of members is less than three. If there are fewer than three members, the number of directors shall not be less than the number of members in the limited cooperative association.
(2) The affairs of the limited cooperative association shall be managed by, or under the direction of, the board of directors. The board of directors may adopt policies and procedures that are not in conflict with the articles of organization, the bylaws, and the Nebraska Limited Cooperative Association Act.
(3) A director does not have agency authority on behalf of the limited cooperative association solely by being a director.
Source
Laws 2007, LB368, § 53;
Laws 2008, LB848, § 14.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2954 - No liability as director for limited cooperative association's obligations.

21-2954.
No liability as director for limited cooperative association's obligations.
An obligation of a limited cooperative association, whether arising in contract, tort, or otherwise, is not the obligation of a director. A director is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited cooperative association solely by reason of being a director.
Source
Laws 2007, LB368, § 54.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2955 - Qualifications of directors and composition of board.

21-2955.
Qualifications of directors and composition of board.
(1) A director shall be an individual or individual representative of a member that is not an individual.
(2) The articles of organization or bylaws may provide for qualification of directors subject to this section.
(3) Except as otherwise provided in the articles of organization or bylaws and subject to subsections (4) and (5) of this section, each director shall be a member of the limited cooperative association or a designee of a member that is not an individual.
(4) Unless otherwise provided in the articles of organization or bylaws, a director may be an officer or employee of the limited cooperative association.
(5) If the limited cooperative association is permitted to have nonmember directors by its articles of organization or bylaws, the number of nonmember directors shall not exceed:
(a) One director, if there are two, three, or four directors; and
(b) One-fifth of the total number of directors, if there are five or more directors.
Source
Laws 2007, LB368, § 55;
Laws 2008, LB848, § 15.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2956 - Election of directors.

21-2956.
Election of directors.
(1) At least fifty percent of the board of directors of a limited cooperative association shall be elected exclusively by patron members.
(2) Subject to the provisions of subsection (1) of this section, the articles of organization or bylaws may provide for the election of all or a specified number of directors by the holders of one or more groups of classes of members' interests.
(3) Subject to the provisions of subsection (1) of this section, the articles of organization or bylaws may provide for the nomination or election of directors by geographic district directly or by district delegates.
(4) Cumulative voting is prohibited unless otherwise provided in the articles of organization or bylaws.
(5) Except as otherwise provided by the articles of organization, bylaws, or section 21-2961, member directors shall be elected at an annual members' meeting.
(6) Nonmember directors shall be elected in the same manner as member directors unless the articles of organization or bylaws provide for a different method of selection.
Source
Laws 2007, LB368, § 56;
Laws 2008, LB848, § 16.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2957 - Term of director.

21-2957.
Term of director.
(1) A director's term expires at the annual members' meeting following the director's election unless otherwise provided in the articles of organization or bylaws. The term of a director shall not exceed three years.
(2) Unless otherwise provided in the articles of organization or bylaws, a director may be reelected for subsequent terms.
(3) A director continues to serve as director until a successor director is elected and qualified or until the director is removed, resigns, or dies.
Source
Laws 2007, LB368, § 57.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2958 - Resignation of director.

21-2958.
Resignation of director.
(1) A director may resign at any time by giving notice in a record to the limited cooperative association.
(2) A resignation is effective when notice is received by the limited cooperative association unless the notice states a later effective date.
Source
Laws 2007, LB368, § 58.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2959 - Removal of director.

21-2959.
Removal of director.
Unless the articles of organization or bylaws otherwise provide, the following rules apply:
(1) Members may remove a director with or without cause;
(2) A member or members holding at least twenty-five percent of the total voting power entitled to be voted in the election of the director may demand removal of a director by a signed petition submitted to the officer of the limited cooperative association charged with keeping its records;
(3) Upon receipt of a petition for removal of a director, an officer or the board of directors shall:
(a) Call a special members' meeting to be held within ninety days after receipt of the petition by the association; and
(b) Mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal notice of the meeting which complies with section 21-2936;
(4) A director against whom a petition has been submitted shall be informed in a record of the petition within a reasonable time before the members' meeting at which the members consider the petition; and
(5) A director is removed if the votes in favor of removal are equal to or greater than the votes required to elect the director.
Source
Laws 2007, LB368, § 59;
Laws 2008, LB848, § 17.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2960 - Suspension of director by board.

21-2960.
Suspension of director by board.
(1) The board of directors may suspend a director, if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the limited cooperative association and the director is engaged in:
(a) Fraudulent conduct with respect to the limited cooperative association or its members;
(b) Gross abuse of the position of the director;
(c) Intentional infliction of harm on the limited cooperative association; or
(d) Any other behavior, act, or omission as provided by the articles of organization or bylaws.
(2) A suspension under subsection (1) of this section is effective for thirty days unless the board of directors calls and gives notice of a special members' meeting for removal of the director before the end of the thirty-day period in which case the suspension is effective until adjournment of the special meeting or the director is removed.
(3) After suspension, a director may be removed pursuant to section 21-2959.
Source
Laws 2007, LB368, § 60;
Laws 2008, LB848, § 18.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2961 - Vacancy on board.

21-2961.
Vacancy on board.
(1) Unless the articles of organization or bylaws otherwise provide, a vacancy on the board of directors shall be filled:
(a) By majority vote of the remaining directors until the next annual members' meeting or special members' meeting held for that purpose; and
(b) For the unexpired term by members at the next annual members' meeting or special members' meeting called for that purpose.
(2) If the vacating director was elected by a group or class of members or by group, class, or district:
(a) The appointed director shall be of that group, class, or district; and
(b) The election of the director for the unexpired term shall be conducted in the same manner as would the election for that position without a vacancy.
Source
Laws 2007, LB368, § 61.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2963 - Meetings.

21-2963.
Meetings.
(1) The board of directors shall meet at least annually and may hold meetings in or outside this state.
(2) Unless otherwise provided in the articles of organization or bylaws, the board of directors may permit directors to attend board meetings or conduct board meetings through the use of any means of communication, if all directors attending the meeting can communicate with each other during the meeting.
Source
Laws 2007, LB368, § 63.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2964 - Action without meeting.

21-2964.
Action without meeting.
(1) Unless prohibited by the articles of organization or bylaws, any action that may be taken by the board of directors may be taken without a meeting if each director consents to action in a record.
(2) Consent under subsection (1) of this section may be withdrawn by a director in a record at any time before the limited cooperative association receives a record of consent from each director.
(3) The record of consent for any action may specify the effective date or time of the action.
Source
Laws 2007, LB368, § 64.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2965 - Meetings and notice.

21-2965.
Meetings and notice.
(1) Unless otherwise provided by the articles of organization or bylaws, the board of directors may establish a time and place for regular board meetings and notice of the time, place, or purpose of those meetings is not required.
(2) Unless otherwise provided by the articles of organization or bylaws, special meetings of the board of directors shall be preceded by at least three days' notice of the time, date, and place of the meeting. The notice shall contain a statement of the purpose of the special meeting and the meeting shall be limited to the matters contained in the statement.
Source
Laws 2007, LB368, § 65.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2966 - Waiver of notice of meeting.

21-2966.
Waiver of notice of meeting.
(1) Unless otherwise provided in the articles of organization or bylaws, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.
(2) Unless otherwise provided in the articles of organization or bylaws, a director's participation in a meeting is waiver of notice of that meeting, unless the director objects to the meeting at the beginning of the meeting or promptly upon the director's arrival at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Source
Laws 2007, LB368, § 66.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2967 - Quorum.

21-2967.
Quorum.
(1) Unless otherwise provided in the articles of organization or bylaws, a majority of the fixed number of directors on the board of directors constitutes a quorum for the management of the affairs of the limited cooperative association.
(2) If a quorum is in attendance at the beginning of the meeting, any action taken by the board of directors present is valid even if the withdrawal of directors originally present results in the number of directors being less than the number required for a quorum.
Source
Laws 2007, LB368, § 67.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2969 - Committees.

21-2969.
Committees.
(1) Unless otherwise provided by the articles of organization or bylaws, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.
(2) Unless otherwise provided by the articles of organization or bylaws, an individual appointed to serve on a committee need not be a director or member of the limited cooperative association. An individual serving on a committee has the same rights, duties, and obligations as a director serving on a committee.
(3) Unless otherwise provided by the articles of organization or bylaws, each committee may exercise the powers as delegated by the board of directors except that no committee may:
(a) Approve allocations or distributions except according to a formula or method prescribed by the board of directors;
(b) Approve or propose to members action requiring approval of members; or
(c) Fill vacancies on the board of directors or any of its committees.
Source
Laws 2007, LB368, § 69.