reglab/statecodes huggingface dataset:
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1971 - Election, designation, and appointment of directors.

21-1971.
Election, designation, and appointment of directors.
(a) If the corporation has members, all the directors (except the initial directors) shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election or provide that some of the directors are appointed by some other person or designated.
(b) If the corporation does not have members, all the directors (except the initial directors) shall be elected, appointed, or designated as provided in the articles or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board.
Source
Laws 1996, LB 681, § 71.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1972 - Terms of directors generally.

21-1972.
Terms of directors generally.
(a) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five years. In the absence of any term specified in the articles or bylaws, the term of each director shall be one year. Directors may be elected for successive terms.
(b) A decrease in the number of directors or term of office does not shorten an incumbent director's term.
(c) Except as provided in the articles or bylaws:
(1) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(2) The term of a director filling any other vacancy expires at the end of the unexpired term that such director is filling.
(d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors.
Source
Laws 1996, LB 681, § 72.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1973 - Staggered terms for directors.

21-1973.
Staggered terms for directors.
The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
Source
Laws 1996, LB 681, § 73.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1974 - Resignation of directors.

21-1974.
Resignation of directors.
(a) A director may resign at any time by delivering written notice to the board of directors, its presiding officer, or to the president or secretary.
(b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
Source
Laws 1996, LB 681, § 74.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1975 - Removal of directors elected by members or directors.

21-1975.
Removal of directors elected by members or directors.
(a) The members may remove one or more directors elected by them without cause.
(b) If a director is elected by a class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.
(c) Except as provided in subsection (i) of this section, a director may be removed under subsection (a) or (b) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.
(d) If cumulative voting is authorized, a director may not be removed if the number of votes (or if the director was elected by a class, chapter, unit, or grouping of members, the number of votes of that class, chapter, unit, or grouping) sufficient to elect the director under cumulative voting is voted against the director's removal.
(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director. The meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
(f) In computing whether a director is protected from removal under subsections (b) through (d) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.
(g) An entire board of directors may be removed under subsections (a) through (e) of this section.
(h) A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws. A director elected by the board to fill the vacancy of a director elected by the members may be removed without cause by the members, but not the board.
(i) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if a majority of the directors then in office vote for the removal.
(j) The articles or bylaws of a religious corporation may:
(1) Limit the application of this section; and
(2) Set forth the vote and procedures by which the board or any person may remove with or without cause a director elected by the members or the board.
Source
Laws 1996, LB 681, § 75.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1976 - Removal of designated or appointed directors.

21-1976.
Removal of designated or appointed directors.
(a) A designated director may be removed by an amendment to the articles or bylaws deleting or changing the designation.
(b)(1) An appointed director may be removed without cause by the person appointing the director except as otherwise provided in the articles or bylaws;
(2) The person removing the appointed director shall do so by giving written notice of the removal to the appointed director and either the presiding officer of the board or the corporation's president or secretary; and
(3) A removal of an appointed director is effective when the notice is effective unless the notice specifies a future effective date.
Source
Laws 1996, LB 681, § 76.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1977 - Removal of directors by judicial proceeding.

21-1977.
Removal of directors by judicial proceeding.
(a) The district court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may remove any director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent of the voting power of any class, or the Attorney General in the case of a public benefit corporation, if it finds that (1)(i) the director engaged in fraudulent or dishonest conduct, (ii) the director engaged in a gross abuse of authority or discretion, with respect to the corporation, or (iii) a final judgment has been entered finding that the director has violated a duty set forth in sections 21-1986 to 21-1989 and (2) removal is in the best interest of the corporation.
(b) The district court may bar the removed director from serving on the board for a period prescribed by the court.
(c) If members or the Attorney General commence a proceeding under subsection (a) of this section the corporation shall be made a party defendant.
(d) If a public benefit corporation or its members commence a proceeding under subsection (a) of this section, they shall give the Attorney General written notice of the proceeding.
(e) The articles or bylaws of a religious corporation may limit or prohibit the application of this section.
Source
Laws 1996, LB 681, § 77.
Annotations
Effective notice to the Attorney General is an essential prerequisite to proceeding in any action involving a public benefit corporation for which such notice is required. Hitchcock Foundation v. Kountze, 272 Neb. 251, 720 N.W.2d 31 (2006).
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1978 - Vacancy on board.

21-1978.
Vacancy on board.
(a) Unless the articles or bylaws provide otherwise, and except as provided in subsections (b) and (c) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1) The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;
(2) The board of directors may fill the vacancy; or
(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.
(c) If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the vacancy may not be filled by the board.
(d) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection (b) of section 21-1974 or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Source
Laws 1996, LB 681, § 78.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1980 - Regular and special meetings.

21-1980.
Regular and special meetings.
(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(b) A board of directors may hold regular or special meetings in or out of this state.
(c) Unless the articles or bylaws provide otherwise, members of the board of directors may participate in a regular or special meeting of the board or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Source
Laws 1996, LB 681, § 80.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1981 - Action without meeting.

21-1981.
Action without meeting.
(a) Unless the articles or bylaws provide otherwise, action required or permitted by the Nebraska Nonprofit Corporation Act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Source
Laws 1996, LB 681, § 81.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1982 - Call and notice of meeting.

21-1982.
Call and notice of meeting.
(a) Unless the articles, bylaws, or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice.
(b) Unless the articles, bylaws, or subsection (c) of this section provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting.
(c) In corporations without members, any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members shall not be valid unless each director is given at least seven days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to section 21-1983.
(d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or twenty percent of the directors then in office may call and give notice of a meeting of the board.
Source
Laws 1996, LB 681, § 82.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1983 - Waiver of notice.

21-1983.
Waiver of notice.
(a) A director may at any time waive any notice required by the Nebraska Nonprofit Corporation Act, the articles, or bylaws. Except as provided in subsection (b) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the act, the articles, or bylaws, objects to lack of notice and does not thereafter vote for or assent to the objected to action.
Source
Laws 1996, LB 681, § 83.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1984 - Quorum; voting.

21-1984.
Quorum; voting.
(a) Except as otherwise provided in the Nebraska Nonprofit Corporation Act, the articles, or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors.
(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless the act, the articles, or bylaws require the vote of a greater number of directors.
Source
Laws 1996, LB 681, § 84.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1985 - Committees of the board.

21-1985.
Committees of the board.
(a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. Each committee shall have two or more directors who serve at the pleasure of the board.
(b) The creation of a committee and appointment of members to it must be approved by the greater of:
(1) A majority of all the directors in office when the action is taken; or
(2) The number of directors required by the articles or bylaws to take action under section 21-1984.
(c) Sections 21-1980 to 21-1984, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, shall apply to committees of the board and their members. Unless the articles or bylaws provide otherwise, members of a committee may participate in a meeting of the committee or conduct the meeting through the use of any means of communication by which all members participating may simultaneously hear each other during the meeting. A member participating in a meeting by this means is deemed to be present at the meeting.
(d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under section 21-1968.
(e) A committee of the board may not:
(1) Authorize distributions;
(2) Approve or recommend to members the dissolution, the merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;
(3) Elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or
(4) Adopt, amend, or repeal the articles or bylaws.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 21-1986.
Source
Laws 1996, LB 681, § 85.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1986 - General standards for directors.

21-1986.
General standards for directors.
(a) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner he or she reasonably believes to be in the best interests of the corporation.
(b) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence;
(3) A committee of the board of which the director is not a member as to matters within its jurisdiction if the director reasonably believes the committee merits confidence; or
(4) In the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.
(c) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.
(d) A director is not liable to the corporation, any member, or any other person for any action taken or not taken as a director, if the director acted in compliance with this section.
(e) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.
Source
Laws 1996, LB 681, § 86.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1988 - Loans to or guaranties for directors and officers.

21-1988.
Loans to or guaranties for directors and officers.
(a) A corporation may not lend money to or guaranty the obligation of a director or officer of the corporation.
(b) The fact that a loan or guaranty is made in violation of this section does not affect the borrower's liability on the loan.
Source
Laws 1996, LB 681, § 88.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1989 - Liability for unlawful distributions.

21-1989.
Liability for unlawful distributions.
(a) Unless a director complies with the applicable standards of conduct described in section 21-1986, a director who votes for or assents to a distribution made in violation of the Nebraska Nonprofit Corporation Act is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating the act.
(b) A director held liable for an unlawful distribution under subsection (a) of this section is entitled to contribution:
(1) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in section 21-1986; and
(2) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of the act.
Source
Laws 1996, LB 681, § 89.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1990 - Required officers.

21-1990.
Required officers.
(a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board.
(b) The bylaws or the board shall delegate to one of the officers responsibility for preparing minutes of the directors' and members' meetings and for authenticating records of the corporation.
(c) The same individual may simultaneously hold more than one office in a corporation.
Source
Laws 1996, LB 681, § 90.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1991 - Duties and authority of officers.

21-1991.
Duties and authority of officers.
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
Source
Laws 1996, LB 681, § 91.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1992 - Standards of conduct for officers.

21-1992.
Standards of conduct for officers.
(a) An officer with discretionary authority shall discharge his or her duties under that authority:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner the officer reasonably believes to be in the best interests of the corporation and its members, if any.
(b) In discharging his or her duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence; or
(3) In the case of religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.
(c) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.
(d) An officer is not liable to the corporation, any member, or other person for any action taken or not taken as an officer, if the officer acted in compliance with this section.
Source
Laws 1996, LB 681, § 92.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1993 - Resignation and removal of officers.

21-1993.
Resignation and removal of officers.
(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
(b) A board may remove any officer at any time with or without cause.
Source
Laws 1996, LB 681, § 93.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1994 - Contract rights of officers.

21-1994.
Contract rights of officers.
(a) The appointment of an officer does not itself create contract rights.
(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Source
Laws 1996, LB 681, § 94.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1995 - Officers' authority to execute documents.

21-1995.
Officers' authority to execute documents.
Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two officers in Category 1 or by one officer in Category 1 and one officer in Category 2. Category 1 and Category 2 are defined as:
Category 1 - The presiding officer of the board and the president; and
Category 2 - A vice president, the secretary, treasurer and executive director.
Source
Laws 1996, LB 681, § 95.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1996 - Terms, defined.

21-1996.
Terms, defined.
For purposes of sections 21-1996 to 21-19,104:
(1) Corporation includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction;
(2) Director means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. Director includes, unless the context requires otherwise, the estate or personal representative of a director;
(3) Expenses include counsel fees;
(4) Liability means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses actually incurred with respect to a proceeding;
(5) Official capacity means: (i) When used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an individual other than a director, as contemplated in section 21-19,102, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. Official capacity does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise;
(6) Party includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding; and
(7) Proceeding means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.
Source
Laws 1996, LB 681, § 96.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1997 - Authority to indemnify.

21-1997.
Authority to indemnify.
(a) Except as provided in subsection (d) of this section a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual:
(1) Conducted himself or herself in good faith; and
(2) Reasonably believed:
(i) In the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests; and
(ii) In all other cases, that his or her conduct was at least not opposed to its best interests; and
(3) In the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the best interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements of subdivision (a)(2)(ii) of this section.
(c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under this section:
(1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(2) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
Source
Laws 1996, LB 681, § 97.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1998 - Mandatory indemnification.

21-1998.
Mandatory indemnification.
Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding.
Source
Laws 1996, LB 681, § 98.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-1999 - Advance for expenses.

21-1999.
Advance for expenses.
(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(1) The director furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in section 21-1997;
(2) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and
(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under sections 21-1996 to 21-19,104.
(b) The undertaking required by subdivision (a)(2) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section shall be made in the manner specified in section 21-19,101.
Source
Laws 1996, LB 681, § 99.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,100 - Court-ordered indemnification.

21-19,100.
Court-ordered indemnification.
Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the district court, after giving any notice it considers necessary, may order indemnification in the amount it considers proper if it determines:
(1) The director is entitled to mandatory indemnification under section 21-1998, in which case the district court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or
(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in subsection (a) of section 21-1997 or was adjudged liable as described in subsection (d) of section 21-1997, but if the director was adjudged so liable indemnification is limited to reasonable expenses incurred.
Source
Laws 1996, LB 681, § 100.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,101 - Determination and authorization of indemnification.

21-19,101.
Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under section 21-1997 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 21-1997.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (1) of this subsection by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding;
(3) By special legal counsel:
(i) Selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2) of this subsection; or
(ii) If a quorum of the board cannot be obtained under subdivision (1) of this subsection and a committee cannot be designated under subdivision (2) of this subsection, selected by majority vote of the full board (in which selection directors who are parties may participate); or
(4) By the members of a mutual benefit corporation, but directors who are at the time parties to the proceeding may not vote on the determination.
(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (b)(3) of this section to select counsel.
(d) A director of a public benefit corporation may not be indemnified until twenty days after the effective date of written notice to the Attorney General of the proposed indemnification.
Source
Laws 1996, LB 681, § 101.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,102 - Indemnification of officers, employees, and agents.

21-19,102.
Indemnification of officers, employees, and agents.
Unless limited by a corporation's articles of incorporation:
(1) An officer of a corporation who is not a director is entitled to mandatory indemnification under section 21-1998, and is entitled to apply for court-ordered indemnification under section 21-19,100 in each case, to the same extent as a director;
(2) The corporation may indemnify and advance expenses under sections 21-1996 to 21-19,104 to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and
(3) A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
Source
Laws 1996, LB 681, § 102.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,103 - Insurance.

21-19,103.
Insurance.
A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 21-1997 or 21-1998.
Source
Laws 1996, LB 681, § 103.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,104 - Applicability of sections.

21-19,104.
Applicability of sections.
(a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with the provisions of sections 21-1996 to 21-19,104. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.
(b) Sections 21-1996 to 21-19,104 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
Source
Laws 1996, LB 681, § 104.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,105 - Authority to amend.

21-19,105.
Authority to amend.
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.
Source
Laws 1996, LB 681, § 105.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,106 - Amendment of articles of incorporation by directors.

21-19,106.
Amendment of articles of incorporation by directors.
(a) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval:
(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) To delete the names and addresses of the initial directors;
(3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(4) To change the corporate name by substituting the word "corporation," "incorporated," "company," "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution to the name; or
(5) To make any other change expressly permitted by the Nebraska Nonprofit Corporation Act to be made by director action.
(b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's articles subject to any approval required pursuant to section 21-19,116. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with subsection (c) of section 21-1982. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.
Source
Laws 1996, LB 681, § 106.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,107 - Amendment of articles of incorporation by directors and members.

21-19,107.
Amendment of articles of incorporation by directors and members.
(a) Unless the Nebraska Nonprofit Corporation Act, the articles, bylaws, the members (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's articles to be adopted must be approved:
(1) By the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;
(2) Except as provided in subsection (a) of section 21-19,106, by the members by two-thirds of the votes cast or a majority of the voting power, whichever is less; and
(3) In writing by any person or persons whose approval is required by a provision of the articles authorized by section 21-19,116.
(b) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.
(c) If the board initiates an amendment to the articles or board approval is required by subsection (a) of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.
(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 21-1955. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
Source
Laws 1996, LB 681, § 107.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,108 - Class voting by members on amendments.

21-19,108.
Class voting by members on amendments.
(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.
(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:
(1) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than such amendment would affect another class;
(2) Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;
(3) Increase or decrease the number of memberships authorized for that class;
(4) Increase the number of memberships authorized for another class;
(5) Effect an exchange, reclassification, or termination of the memberships of that class; or
(6) Authorize a new class of memberships.
(c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.
(d) If a class is to be divided into two or more classes as a result of an amendment to the articles of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.
(e) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
(f) A class of members of a public benefit or mutual benefit corporation is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
Source
Laws 1996, LB 681, § 108.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-19,109 - Articles of amendment.

21-19,109.
Articles of amendment.
A corporation amending its articles shall deliver to the Secretary of State articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) The date of each amendment's adoption;
(4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;
(5) If approval by members was required:
(i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and
(ii) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; and
(6) If approval of the amendment by some person or persons other than the members, the board, or the incorporators is required pursuant to section 21-19,116, a statement that the approval was obtained.
Source
Laws 1996, LB 681, § 109.