reglab/statecodes huggingface dataset:
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1930 - Ultra vires.

21-1930.
Ultra vires.
(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act when a third party has not acquired rights. The proceeding may be brought by the Attorney General, a director, or by a member or members in a derivative proceeding.
(c) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director, the corporation (directly, derivatively, or through a receiver, a trustee, or other legal representative), or in the case of a public benefit corporation, by the Attorney General.
Source
Laws 1996, LB 681, § 30.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1931 - Corporate name.

21-1931.
Corporate name.
(a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 21-1927 and its articles of incorporation.
(b) Except as authorized by subsections (c) and (d) of this section, a corporate name shall not be the same as or deceptively similar to, upon the records of the Secretary of State, any of the names referenced in subdivisions (b)(1) through (5) of this section:
(1) The corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state;
(2) A corporate name reserved or registered under section 21-231, 21-232, 21-1932, or 21-1933;
(3) The fictitious name of a foreign business or nonprofit corporation authorized to transact business in this state because its real name is unavailable;
(4) A trade name registered in this state pursuant to sections 87-208 to 87-219.01; and
(5) Any other business entity name registered or filed with the Secretary of State pursuant to Nebraska law.
(c) A corporation may apply to the Secretary of State for authorization to use a name that is deceptively similar to, upon the Secretary of State's records, one or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if:
(1) The other corporation or business entity consents to the use in writing; or
(2) The applicant delivers to the Secretary of State a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(d) A corporation may use the name (including the fictitious name) of another domestic or foreign business or nonprofit corporation or business entity that is used in this state if the other corporation or business entity is incorporated or authorized to do business in this state and the proposed user corporation:
(1) Has merged with the other corporation or business entity;
(2) Has been formed by reorganization of the other corporation or business entity; or
(3) Has acquired all or substantially all of the assets, including the name, of the other corporation or business entity.
(e) The Nebraska Nonprofit Corporation Act does not control the use of fictitious names.
Source
Laws 1996, LB 681, § 31;
Laws 1997, LB 44, § 2;
Laws 1997, LB 453, § 1;
Laws 2003, LB 464, § 1;
Laws 2011, LB462, § 1;
Laws 2014, LB749, § 263.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1932 - Reserved name.

21-1932.
Reserved name.
(a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing. Upon finding that the corporate name applied for is available, the Secretary of State shall reserve the name for the applicant's exclusive use for a nonrenewable one-hundred-twenty-day period.
(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee.
Source
Laws 1996, LB 681, § 32.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1933 - Registered name.

21-1933.
Registered name.
(a) A foreign corporation may register its corporate name, or its corporate name with any change required by section 21-19,151, if the name is not the same as or deceptively similar to, upon the records of the Secretary of State:
(1) The corporate name of a nonprofit or business corporation incorporated or authorized to do business in this state;
(2) A corporate name reserved under section 21-231 or 21-1932 or registered under this section; and
(3) Any other business entity name registered or filed with the Secretary of State pursuant to Nebraska law.
(b) A foreign corporation registers its corporate name, or its corporate name with any change required by section 21-19,151, by delivering to the Secretary of State an application:
(1) Setting forth its corporate name, or its corporate name with any change required by section 21-19,151, the state or country and date of its incorporation, and a brief description of the nature of the activities in which it is engaged; and
(2) Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation. Such certificate or document shall not bear a date of more than sixty days prior to the date the application is filed in this state.
(c) The corporate name is registered for the applicant's exclusive use upon the effective date of the application.
(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year.
(e) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation or other business entity thereafter incorporated under the Nebraska Nonprofit Corporation Act or authorized to transact business in this state or by another foreign corporation or business entity thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation or business entity qualifies or consents to the qualification of another foreign corporation or business entity under the registered name.
Source
Laws 1996, LB 681, § 33;
Laws 1997, LB 44, § 3;
Laws 2003, LB 464, § 2;
Laws 2014, LB749, § 264.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1934 - Registered office; registered agent.

21-1934.
Registered office; registered agent.
Each corporation must continuously maintain in this state:
(1) A registered office with the same street address as that of the registered agent. A post office box number may be provided in addition to the street address of the registered agent; and
(2) A registered agent, who may be:
(i) An individual who resides in this state and whose office is identical with the registered office;
(ii) A domestic business or nonprofit corporation whose office is identical with the registered office; or
(iii) A foreign business or nonprofit corporation authorized to transact business in this state whose office is identical with the registered office.
Source
Laws 1996, LB 681, § 34;
Laws 2008, LB379, § 8.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1935 - Change of registered office or registered agent.

21-1935.
Change of registered office or registered agent.
(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:
(1) The name of the corporation;
(2) The street address of its current registered office;
(3) If the current registered office is to be changed, the street address of the new registered office;
(4) The name and street address of its current registered agent. A post office box number may be provided in addition to the street address;
(5) If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent (either on the statement or attached to it) to the appointment; and
(6) That after the change or changes are made, the addresses of its registered office and the office of its registered agent will be identical.
(b) If the street address or post office box number of a registered agent's office is changed, the registered agent may change the street address, or, if one exists, the post office box number, of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
Source
Laws 1996, LB 681, § 35;
Laws 2008, LB379, § 9.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1936 - Resignation of registered agent.

21-1936.
Resignation of registered agent.
(a) A registered agent may resign as the registered agent by signing and delivering to the Secretary of State the original and two exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.
(b) After filing the statement the Secretary of State shall mail one copy to the registered office (if not discontinued) and the other copy to the corporation at its principal office as shown in the most recent biennial report filed pursuant to section 21-19,172.
(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
Source
Laws 1996, LB 681, § 36.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1937 - Service on corporation.

21-1937.
Service on corporation.
(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office shown in the most recent biennial report filed pursuant to section 21-19,172. Service is perfected under this subsection on the earliest of:
(1) The date the corporation receives the mail;
(2) The date shown on the return receipt, if signed on behalf of the corporation; or
(3) Five days after its deposit in the United States mail, if mailed and correctly addressed with first-class postage affixed.
(c) This section does not prescribe the only means, or necessarily the required means, of serving a corporation.
Source
Laws 1996, LB 681, § 37.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1941 - Differences in rights and obligations.

21-1941.
Differences in rights and obligations.
All members shall have the same rights and obligations with respect to voting, dissolution, redemption, and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws.
Source
Laws 1996, LB 681, § 41.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1942 - Transfers.

21-1942.
Transfers.
(a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom.
(b) No member of a public benefit or religious corporation may transfer a membership or any right arising therefrom.
(c) When transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
Source
Laws 1996, LB 681, § 42.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1944 - Member's liability for dues, assessments, and fees.

21-1944.
Member's liability for dues, assessments, and fees.
A member may become liable to the corporation for dues, assessments, or fees. However, an article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability.
Source
Laws 1996, LB 681, § 44.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1945 - Creditor's action against member.

21-1945.
Creditor's action against member.
(a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.
(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.
Source
Laws 1996, LB 681, § 45.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1946 - Resignation.

21-1946.
Resignation.
(a) A member may resign at any time.
(b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.
Source
Laws 1996, LB 681, § 46.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1947 - Termination, expulsion, and suspension.

21-1947.
Termination, expulsion, and suspension.
(a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith.
(b) A procedure is fair and reasonable when either:
(1) The articles or bylaws set forth a procedure that provides:
(i) Not less than fifteen days' prior written notice of the expulsion, suspension, or termination and the reasons therefor; and
(ii) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, suspension, or termination not take place; or
(2) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
(c) Any written notice given by mail must be given by first-class or certified mail sent to the last-known address of the member shown on the corporation's records.
(d) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination.
(e) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.
Source
Laws 1996, LB 681, § 47.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1948 - Purchase of memberships.

21-1948.
Purchase of memberships.
(a) A public benefit or religious corporation may not purchase any of its memberships or any right arising therefrom.
(b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles or bylaws, but no payment shall be made in violation of sections 21-19,127 and 21-19,128.
Source
Laws 1996, LB 681, § 48.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1949 - Derivative suits.

21-1949.
Derivative suits.
(a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by: (i) Any member or members having five percent or more of the voting power or by fifty members, whichever is less; or (ii) any director.
(b) In any such proceeding, each complainant shall be a member or director at the time of bringing the proceeding.
(c) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the district court may stay the proceeding until the investigation is completed.
(d) On termination of the proceeding the district court may require the complainants to pay any defendant's reasonable expenses (including counsel fees) incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.
(e) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise, or settlement of an action or claim, the district court may award the complainants reasonable expenses (including counsel fees).
(f) The complainants shall notify the Attorney General within ten days after commencing any proceeding under this section if the proceeding involves a public benefit corporation or assets held in charitable trust by a mutual benefit corporation.
Source
Laws 1996, LB 681, § 49.
Annotations
Notice to the Attorney General as an interested party is an essential prerequisite to proceeding in an action involving a public benefit corporation, but once the notice is given, failure to provide such notice within 10 days of the filing of the original complaint does not constitute a jurisdictional defect foreclosing further action. Gilbert & Martha Hitchcock Found. v. Kountze, 275 Neb. 978, 751 N.W.2d 129 (2008).
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).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1950 - Delegates.

21-1950.
Delegates.
(a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.
(b) The articles or bylaws may set forth provisions relating to:
(1) The characteristics, qualifications, rights, limitations, and obligations of delegates including their selection and removal;
(2) Calling, noticing, holding, and conducting meetings of delegates; and
(3) Carrying on corporate activities during and between meetings of delegates.
Source
Laws 1996, LB 681, § 50.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1951 - Annual and regular meetings.

21-1951.
Annual and regular meetings.
(a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
(b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
(c) Annual and regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office. Unless the articles or bylaws provide otherwise, members may participate in an annual or regular meeting of the members 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) At the annual meeting:
(1) The president and chief financial officer shall report on the activities and financial condition of the corporation; and
(2) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of section 21-1955 and subsection (b) of section 21-1962.
(e) At regular meetings the members shall consider and act upon such matters as may be raised consistent with (i) the notice requirements of section 21-1955 and (ii) subsection (b) of section 21-1962.
(f) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Source
Laws 1996, LB 681, § 51.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1952 - Special meeting.

21-1952.
Special meeting.
(a) A corporation with members shall hold a special meeting of members:
(1) On call of its board or the person or persons authorized to do so by the articles or bylaws; or
(2) Except as provided in the articles or bylaws of a religious corporation if the holders of at least five percent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
(b) The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent requirement of subsection (a) of this section has been met.
(c) If a notice for a special meeting demanded under subdivision (a)(2) of this section is not given pursuant to section 21-1955 within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of the requirements of subsection (d) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice pursuant to section 21-1955.
(d) Special meetings of members may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. Unless the articles or bylaws provide otherwise, members may participate in a special meeting of the members 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.
(e) Only those matters that are within the purpose or purposes described in the meeting notice required by section 21-1955 may be conducted at a special meeting of members.
Source
Laws 1996, LB 681, § 52.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1953 - Court-ordered meeting.

21-1953.
Court-ordered meeting.
(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 summarily order a meeting to be held:
(1) On application of any member or other person entitled to participate in an annual or regular meeting, and in the case of a public benefit corporation, the Attorney General, if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or
(2) On application of any member or other person entitled to participate in a regular meeting, and in the case of a public benefit corporation, the Attorney General, if a regular meeting is not held within forty days after the date it was required to be held; or
(3) On application of a member who signed a demand for a special meeting valid under section 21-1952, a person or persons entitled to call a special meeting, and, in the case of a public benefit corporation, the Attorney General, if:
(i) Notice of the special meeting was not given within thirty days after the date the demand was delivered to a corporate officer; or
(ii) The special meeting was not held in accordance with the notice.
(b) The district court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the votes represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(c) If the district court orders a meeting, it may also order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.
Source
Laws 1996, LB 681, § 53.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1954 - Action by written consent.

21-1954.
Action by written consent.
(a) Unless limited or prohibited by the articles or bylaws, action required or permitted by the Nebraska Nonprofit Corporation Act to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) If not otherwise determined under section 21-1953 or 21-1957, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the Secretary of State.
(d) Written notice of member approval pursuant to this section shall be given to all members who have not signed the written consent. If written notice is required, member approval pursuant to this section shall be effective ten days after such written notice is given.
Source
Laws 1996, LB 681, § 54.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1955 - Notice of meeting.

21-1955.
Notice of meeting.
(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.
(b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. Notice of matters referred to in subdivision (c)(2) of this section, however, must be given as provided in subsection (c) of this section.
(c) Notice is fair and reasonable if:
(1) The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten (or if notice is mailed by other than first-class or registered mail, thirty) nor more than sixty days before the meeting date;
(2) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under section 21-1987, 21-19,102, 21-19,107, 21-19,114, 21-19,121, 21-19,126, 21-19,129, or 21-19,130; and
(3) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(d) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 21-1957, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.
(e) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) Requested in writing to do so by a person entitled to call a special meeting; and (2) the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.
Source
Laws 1996, LB 681, § 55.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1956 - Waiver of notice.

21-1956.
Waiver of notice.
(a) A member may waive any notice required by the Nebraska Nonprofit Corporation Act, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A member's attendance at a meeting:
(1) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;
(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Source
Laws 1996, LB 681, § 56.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1957 - Record date; determining members entitled to notice and vote.

21-1957.
Record date; determining members entitled to notice and vote.
(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.
(b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later, are entitled to exercise such rights.
(d) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members occurs.
(e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy days after the record date for determining members entitled to notice of the original meeting.
(f) If the district court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
Source
Laws 1996, LB 681, § 57.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1958 - Action by written ballot.

21-1958.
Action by written ballot.
(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
(b) A written ballot shall:
(1) Set forth each proposed action; and
(2) Provide an opportunity to vote for or against each proposed action.
(c) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(d) All solicitations for votes by written ballot shall:
(1) Indicate the number of responses needed to meet the quorum requirements;
(2) State the percentage of approvals necessary to approve each matter other than election of directors; and
(3) Specify the time by which a ballot must be received by the corporation in order to be counted.
(e) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.
Source
Laws 1996, LB 681, § 58.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1959 - Members' list for meeting.

21-1959.
Members' list for meeting.
(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but who are not entitled to notice of the meeting. This list shall be prepared on the same basis as and be part of the list of members.
(b) The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of subsection (c) of section 21-19,166 and section 21-19,169, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.
(c) The corporation shall make the list of members available at the meeting, and any member, a member's agent, or a member's attorney is entitled to inspect the list at any time during the meeting or upon adjournment.
(d) If the corporation refuses to allow a member, a member's agent, or a member's attorney to inspect the list of members before or at the meeting (or copy the list as permitted by subsection (b) of this section), the district court of the county where a corporation's principal office (or if none in this state, its registered office) is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs (including reasonable counsel fees) incurred to obtain the order.
(e) Unless a written demand to inspect and copy a membership list has been made under subsection (b) of this section prior to the membership meeting and a corporation improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting.
(f) The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy any corporate record.
Source
Laws 1996, LB 681, § 59.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1960 - Voting entitlement generally.

21-1960.
Voting entitlement generally.
(a) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members.
(b) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting shall have the following effect:
(1) If only one votes, such act binds all; and
(2) If more than one votes, the vote shall be divided on a pro rata basis.
Source
Laws 1996, LB 681, § 60.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1961 - Quorum requirements.

21-1961.
Quorum requirements.
(a) Unless the Nebraska Nonprofit Corporation Act, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.
(b) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.
(c) A bylaw amendment to increase the quorum required for any member action must be approved by the members.
(d) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.
Source
Laws 1996, LB 681, § 61.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1962 - Voting requirements.

21-1962.
Voting requirements.
(a) Unless the Nebraska Nonprofit Corporation Act, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting (which affirmative votes also constitute a majority of the required quorum) is the act of the members.
(b) A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.
Source
Laws 1996, LB 681, § 62.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1963 - Proxies.

21-1963.
Proxies.
(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney in fact.
(b) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form. No proxy shall be valid for more than three years from its date of execution.
(c) An appointment of a proxy is revocable by the member.
(d) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(e) Appointment of a proxy is revoked by the person appointing the proxy:
(1) Attending any meeting and voting in person; or
(2) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
(f) Subject to section 21-1966 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
Source
Laws 1996, LB 681, § 63.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1964 - Cumulative voting for directors.

21-1964.
Cumulative voting for directors.
(a) If the articles or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among two or more candidates.
(b) Cumulative voting is not authorized at a particular meeting unless:
(1) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or
(2) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.
(c) A director elected by cumulative voting may be removed by the members without cause if the requirements of section 21-1975 are met unless the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.
(d) Members may not cumulatively vote if the directors and members are identical.
Source
Laws 1996, LB 681, § 64.
Cross References
Cumulative voting for directors, see Article XII, section 1, Constitution of Nebraska.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1965 - Other methods of electing directors.

21-1965.
Other methods of electing directors.
A corporation may provide in its articles or bylaws for the election of directors by members or delegates (1) on the basis of chapter or other organizational unit, (2) by region or other geographic unit, (3) by preferential voting, or (4) by any other reasonable method.
Source
Laws 1996, LB 681, § 65.
Cross References
Cumulative voting for directors, see Article XII, section 1, Constitution of Nebraska.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1966 - Corporation's acceptance of votes.

21-1966.
Corporation's acceptance of votes.
(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(1) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) The name signed purports to be that of an attorney in fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment;
(3) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders; and
(4) In the case of a mutual benefit corporation:
(i) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; or
(ii) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment.
(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
Source
Laws 1996, LB 681, § 66.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1967 - Voting agreements.

21-1967.
Voting agreements.
(a) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Such agreements may be valid for a period of up to ten years. For public benefit corporations such agreements must have a reasonable purpose not inconsistent with the corporation's public or charitable purposes.
(b) A voting agreement created under this section is specifically enforceable.
Source
Laws 1996, LB 681, § 67.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1968 - Requirement for and duties of board of directors.

21-1968.
Requirement for and duties of board of directors.
(a) Each corporation must have a board of directors.
(b) Except as provided in the Nebraska Nonprofit Corporation Act or subsection (c) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.
(c) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
Source
Laws 1996, LB 681, § 68.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1970 - Number of directors.

21-1970.
Number of directors.
(a) A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws.
(b) The number of directors may be increased or decreased (but to no fewer than three) from time to time by amendment to or in the manner prescribed in the articles or bylaws.
Source
Laws 1996, LB 681, § 70.