reglab/statecodes huggingface dataset:
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2970 - Standards of conduct and liability.

21-2970.
Standards of conduct and liability.
(1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner he or she reasonably believes to be in the best interests of the limited cooperative association.
(2) In discharging his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the limited cooperative association whom the director reasonably believes to be reliable and competent in the matters presented;
(b) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
(c) A committee of the board of directors of which he or she is not a member, if the director reasonably believes the committee merits confidence.
(3) A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) A director shall not be liable for any action taken as a director or any failure to take any action if he or she performed the duties of his or her office in compliance with this section.
Source
Laws 2007, LB368, § 70;
Laws 2008, LB706, § 1.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2971 - Conflict of interest.

21-2971.
Conflict of interest.
Except as otherwise provided in section 21-2970, the Nebraska Model Business Corporation Act governs conflicts of interests between a director or member of a committee of the board of directors and the limited cooperative association.
Source
Laws 2007, LB368, § 71;
Laws 2014, LB749, § 275.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2972 - Right of director to information.

21-2972.
Right of director to information.
A director may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the limited cooperative association reasonably related to the performance of the director's duties as director but not for any other purpose or in any manner that would violate any duty to the limited cooperative association.
Source
Laws 2007, LB368, § 72.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2973 - Other considerations of directors.

21-2973.
Other considerations of directors.
Unless otherwise provided in the articles of organization or bylaws, a director, in determining the best interests of the limited cooperative association, may consider the interests of employees, customers, and suppliers of the limited cooperative association and of the communities in which the limited cooperative association operates and the long-term and short-term interests of the limited cooperative association and its members.
Source
Laws 2007, LB368, § 73.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2974 - Appointment and authority of officers.

21-2974.
Appointment and authority of officers.
(1) A limited cooperative association has the offices provided in its articles of organization or bylaws or established by the board of directors consistent with the articles of organization or bylaws.
(2) The articles of organization or bylaws or the board of directors shall designate one of the officers for preparing all records required by section 21-2910 for the authentication of records.
(3) Officers have the authority and shall perform the duties as the articles of organization or bylaws prescribe or as the board of directors determines is consistent with the articles of organization or bylaws.
(4) The election or appointment of an officer does not of itself create a contract with the officer.
(5) Unless otherwise provided in the articles of organization or bylaws an individual may simultaneously hold more than one office in the limited cooperative association.
Source
Laws 2007, LB368, § 74.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2975 - Resignation and removal of officers.

21-2975.
Resignation and removal of officers.
(1) The board of directors may remove an officer at any time with or without cause.
(2) An officer may resign at any time in a record giving notice to the limited cooperative association. The resignation is effective when the notice is given unless the notice specifies a later time.
Source
Laws 2007, LB368, § 75.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2976 - Indemnification.

21-2976.
Indemnification.
Indemnification of any individual who has incurred liability, is a party, or is threatened to be made a party because of the performance of duties to, or activity on behalf of, the limited cooperative association is governed by the Nebraska Model Business Corporation Act.
Source
Laws 2007, LB368, § 76;
Laws 2014, LB749, § 276.
Cross References
Nebraska Model Business Corporation Act, see section 21-201.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2977 - Members' contributions.

21-2977.
Members' contributions.
The articles of organization or bylaws may establish the amount, manner, or method of determining any member contribution requirements for members or may authorize the board of directors to establish the manner and terms of any contributions for members.
Source
Laws 2007, LB368, § 77.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2978 - Forms of contribution and valuation.

21-2978.
Forms of contribution and valuation.
(1) Unless otherwise provided in the articles of organization or bylaws, the contributions of a member may consist of tangible or intangible property or other benefit to the limited cooperative association, including money, services performed or to be performed, promissory notes, other agreements to contribute cash or property, and contracts to be performed.
(2) The receipt and acceptance of contributions and the valuation of contributions shall be reflected in the limited cooperative association's required records pursuant to section 21-2910.
(3) Unless otherwise provided in the articles of organization or bylaws, the board of directors shall value the contributions received or to be received. The determination by the board of directors on valuation is conclusive for purposes of determining whether the member's contribution obligation has been fully met.
Source
Laws 2007, LB368, § 78;
Laws 2008, LB848, § 19.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2979 - Contribution agreements.

21-2979.
Contribution agreements.
(1) A contribution agreement entered into before formation of the limited cooperative association is irrevocable for six months unless:
(a) Otherwise provided by the agreement; or
(b) All parties to the agreement consent to the revocation.
(2) Upon default by a party to a contribution agreement entered into before formation, the limited cooperative association, once formed, may:
(a) Collect the amount owed as any other debt; or
(b) Unless otherwise provided in the agreement, rescind the agreement if the debt remains unpaid more than twenty days after the limited cooperative association demands payment from the party in a record.
Source
Laws 2007, LB368, § 79.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2980 - Allocation of profits and losses.

21-2980.
Allocation of profits and losses.
(1) Subject to subsection (2) of this section, the articles of organization or bylaws shall provide for the allocation of net proceeds, savings, margins, profits, and losses between classes or groups of members.
(2)(a) Unless the articles of organization or bylaws otherwise provide, patron members shall be allocated at least fifty percent of the net proceeds, savings, margins, profits, and losses in any fiscal year. The articles of organization or bylaws shall not reduce the percentage allocated to patron members to less than fifteen percent of the net proceeds.
(b) For purposes of this subsection, the following rules apply:
(i) Amounts paid or due on contracts for the delivery to the association by patron members of products, goods, or services are not considered amounts allocated to patron members; and
(ii) Amounts paid, due, or allocated to investor members as a stated, fixed return on equity are not considered amounts allocated to investor members.
(3) Unless otherwise provided in the articles of organization or bylaws, in order to determine the amount of net proceeds, savings, margins, and profits, the board of directors may set aside a portion of the revenue, whether or not allocated to members, after accounting for other expenses, for purposes of:
(a) Creating or accumulating a capital reserve; and
(b) Creating or accumulating reserves for specific purposes, including expansion and replacement of capital assets and other necessary business purposes.
(4) Subject to subsection (5) of this section and the articles of organization or bylaws, the board of directors shall allocate the amount remaining after the allocations under subsections (1) through (3) of this section:
(a) To patron members annually in accordance with the ratio of each member's patronage during the period to total patronage of all patron members during the period; and
(b) To investor members, if any, in accordance with the ratio of each investor member's limited contribution to the total initial contribution of all investor members.
(5) For purposes of allocation of net proceeds, savings, margins, profits, and losses to patron members, the articles of organization or bylaws may establish allocation units based on function, division, district, department, allocation units, pooling arrangements, members' contributions, or other methods.
Source
Laws 2007, LB368, § 80;
Laws 2008, LB848, § 20.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2981 - Distributions.

21-2981.
Distributions.
(1) Unless otherwise provided by the articles of organization or bylaws and subject to subsection (2) of this section, the board of directors may authorize, and the limited cooperative association may make, distributions to members.
(2) Unless otherwise provided by the articles of organization or bylaws, distributions to members may be made in the form of cash, capital credits, allocated patronage equities, revolving fund certificates, the limited cooperative association's own securities or other securities, or in any other manner.
Source
Laws 2007, LB368, § 81.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2981.01 - Distributions to members; redemption or repurchase authorized; how treated.

21-2981.01.
Distributions to members; redemption or repurchase authorized; how treated.
Property distributed under subsection (2) of section 21-2981, other than cash, may be redeemed or repurchased as provided in the articles of organization or bylaws but no redemption or repurchase may be made without full and final authorization by the board of directors, which may be withheld for any reason in the board's sole discretion. The redemption or repurchase will be treated as a distribution under section 21-2981.
Source
Laws 2008, LB848, § 21.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2981.02 - Limit on distributions.

21-2981.02.
Limit on distributions.
(1) A limited cooperative association shall not make a distribution if, after the distribution:
(a) The limited cooperative association would not be able to pay its debts as they become due in the ordinary course of the association's activities; or
(b) The limited cooperative association's assets would be less than the sum of its total liabilities.
(2) A limited cooperative association may base a determination that a distribution is not prohibited under subsection (1) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other methods that are reasonable in the circumstances.
(3) Except as otherwise provided in subsection (4) of this section, the effect of a distribution allowed under subsection (2) of this section is measured:
(a) In the case of distribution by purchase, redemption, or other acquisition of financial rights in the limited cooperative association, as of the date money or other property is transferred or debt is incurred by the association; and
(b) In all other cases, as of the date:
(i) The distribution is authorized, if the payment occurs within one hundred twenty days after that date; or
(ii) The payment is made, if payment occurs more than one hundred twenty days after the distribution is authorized.
(4) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
(5) For purposes of this section, distribution does not include reasonable amounts paid to a member in the ordinary course of business as payment or compensation for commodities, goods, past or present services, or reasonable payments made in the ordinary course of business under a bona fide retirement or other benefits program.
Source
Laws 2008, LB848, § 22.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2981.03 - Prohibited distribution; director liability; member or holder of financial rights liability; actions authorized; statute of limitation.

21-2981.03.
Prohibited distribution; director liability; member or holder of financial rights liability; actions authorized; statute of limitation.
(1) A director who consents to a distribution made in violation of section 21-2981 is personally liable to the limited cooperative association for the amount of the distribution which exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution the director failed to comply with section 21-2970 or 21-2971.
(2) A member or holder of financial rights which received a distribution knowing that the distribution to the member or holder was made in violation of section 21-2981.02 is personally liable to the limited cooperative association but only to the extent that the distribution received by the member or holder exceeded the amount that could have been properly paid under section 21-2981.02.
(3) A director against whom an action is commenced under subsection (1) of this section may:
(a) Implead in the action any other director that is liable under subsection (1) of this section and compel contribution from the person; and
(b) Implead in the action any person that is liable under subsection (2) of this section and compel contribution from the person in the amount the person received as described in such subsection.
(4) An action under this section is barred if it is not commenced within two years after the distribution.
Source
Laws 2008, LB848, § 23.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2982 - Member's dissociation; power of estate of member.

21-2982.
Member's dissociation; power of estate of member.
(1) A member does not have a right to withdraw as a member of a limited cooperative association but has the power to withdraw.
(2) Unless otherwise provided by the articles of organization or bylaws, a member is dissociated from a limited cooperative association upon the occurrence of any of the following events:
(a) The limited cooperative association's having notice in a record of the person's express will to withdraw as a member or to withdraw on a later date specified by the person;
(b) An event provided in the articles of organization or bylaws as causing the person's dissociation as a member;
(c) The person's expulsion as a member pursuant to the articles of organization or bylaws;
(d) The person's expulsion as a member by the board of directors if:
(i) It is unlawful to carry on the limited cooperative association's activities with the person as a member;
(ii) Subject to section 21-2947, there has been a transfer of all of the person's financial rights in the limited cooperative association;
(iii) The person is a corporation or association whether or not organized under the Nebraska Limited Cooperative Association Act; and:
(A) The limited cooperative association notifies the person that it will be expelled as a member because it has filed a statement of intent to dissolve or articles of dissolution, it has been administratively or judicially dissolved, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its organization; and
(B) Within ninety days after the person receives the notification described in subdivision (2)(d)(iii)(A) of this section, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or
(iv) The person is a limited liability company, association, whether or not organized under the act, or partnership that has been dissolved and whose business is being wound up;
(e) In the case of a person who is an individual, the person's death;
(f) In the case of a person that is a trust, distribution of the trust's entire financial rights in the limited cooperative association, but not merely by the substitution of a successor trustee;
(g) In the case of a person that is an estate, distribution of the estate's entire financial interest in the limited cooperative association, but not merely by the substitution of a successor personal representative;
(h) Termination of a member that is not an individual, partnership, limited liability company, limited cooperative association, whether or not organized under the act, corporation, trust, or estate; or
(i) The limited cooperative association's participation in a merger or consolidation, if, under the plan of merger or consolidation as approved under section 21-29,122, the person ceases to be a member.
Source
Laws 2007, LB368, § 82;
Laws 2008, LB848, § 24.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2983 - Effect of dissociation as member.

21-2983.
Effect of dissociation as member.
(1) Upon a person's dissociation as a member:
(a) A person dissociated pursuant to section 21-2982 does not have further rights as a member; and
(b) Subject to sections 21-2947 and 21-2948, any financial rights owned by the person in the person's capacity as a member immediately before dissociation are owned by the person as a transferee who is not admitted as a member after dissociation.
(2) A person's dissociation as a member does not of itself discharge the person from any obligation to the limited cooperative association which the person incurred while a member.
Source
Laws 2007, LB368, § 83.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2984 - Dissolution.

21-2984.
Dissolution.
Except as otherwise provided in sections 21-2986 and 21-2987, a limited cooperative association is dissolved and its activities shall be wound up only upon the occurrence of any of the following:
(1) The happening of an event or the coming of a time specified in the articles of organization;
(2) The action of the organizers, board of directors, or members under sections 21-2986 and 21-2987;
(3) The passage of ninety days after the dissociation of a member, resulting in the limited cooperative association having less than two members, unless before the end of the period the limited cooperative association admits at least one member in accordance with its articles of organization or bylaws; or
(4) The filing of a declaration by the Secretary of State under section 21-2994.
Source
Laws 2007, LB368, § 84.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2985 - Judicial dissolution.

21-2985.
Judicial dissolution.
A district court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable:
(1) In a proceeding by the Attorney General, if it is established that:
(a) The limited cooperative association obtained its articles of organization through fraud; or
(b) The limited cooperative association has continued to exceed or abuse the authority conferred upon it by law;
(2) In a proceeding by a member, if it is established that:
(a) The directors are deadlocked in the management of the limited cooperative association's affairs, the members are unable to break the deadlock, and irreparable injury to the limited cooperative association is occurring or is threatened because of the deadlock;
(b) The directors or those in control of the limited cooperative association have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
(c) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual members' meetings, to elect successors to directors whose terms have expired; or
(d) The assets of the limited cooperative association are being misapplied or wasted; or
(3) In a proceeding by the limited cooperative association to have its voluntary dissolution continued under judicial supervision.
Source
Laws 2007, LB368, § 85.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2986 - Voluntary dissolution before commencement of activity.

21-2986.
Voluntary dissolution before commencement of activity.
A majority of the organizers or initial directors of a limited cooperative association that has not yet begun activity or the conduct of its affairs may dissolve the limited cooperative association.
Source
Laws 2007, LB368, § 86.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2987 - Voluntary dissolution by the board and members.

21-2987.
Voluntary dissolution by the board and members.
In order to voluntarily dissolve:
(1) A resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater vote is required by the articles of organization or bylaws;
(2) The board of directors shall mail or otherwise transmit or deliver in a record to each member:
(a) The resolution required by subdivision (1) of this section;
(b) A recommendation that the members vote in favor of the resolution, unless the board determines because of conflict of interest or other special circumstances it should not make such a recommendation;
(c) If the board makes no recommendation, the basis of that decision; and
(d) A notice of the meeting in the same manner as a special members' meeting;
(3) Subject to section 21-2939, the resolution to dissolve shall be approved by at least a two-thirds vote of patron members voting at the meeting and at least two-thirds vote of investor members voting at the meeting; and
(4) Unless otherwise provided in the resolution, the limited cooperative association is dissolved upon approval under subdivision (3) of this section.
Source
Laws 2007, LB368, § 87.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2988 - Articles of dissolution.

21-2988.
Articles of dissolution.
(1) A limited cooperative association that has dissolved or is about to dissolve shall deliver to the Secretary of State for filing articles of dissolution that state:
(a) The name of the limited cooperative association;
(b) The date that the limited cooperative association dissolved or when it will dissolve; and
(c) Any other information it deems relevant.
(2) A person has notice of a limited cooperative association's dissolution the later of ninety days after the filing of the statement or the effective date under subdivision (1)(b) of this section.
Source
Laws 2007, LB368, § 88.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2989 - Winding up of activities.

21-2989.
Winding up of activities.
(1) A limited cooperative association continues after dissolution only for purposes of winding up its activities.
(2) In winding up its activities, the limited cooperative association shall:
(a) Discharge its liabilities, settle and close its activities, and marshal and distribute its assets; and
(b) File articles of dissolution indicating it is winding up, preserve the limited cooperative association or its property as a going concern for a reasonable time, prosecute and defend actions and proceedings, transfer limited cooperative association property, settle disputes by mediation or arbitration, and perform other necessary acts.
(3) On the application of the limited cooperative association, any member, or a holder of financial rights the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited cooperative association's activities, if:
(a) After a reasonable time, the limited cooperative association has not executed winding up under subsection (2) of this section; or
(b) The applicant establishes other good cause.
Source
Laws 2007, LB368, § 89.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2990 - Distribution of assets in winding up limited cooperative association.

21-2990.
Distribution of assets in winding up limited cooperative association.
(1) In winding up a limited cooperative association's business, unless otherwise stated in the articles of organization or bylaws, the assets of the limited cooperative association shall be applied to discharge its obligations to creditors, including members who are creditors. Any remaining assets shall be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (2) of this section.
(2) Each member is entitled to a distribution from the limited cooperative association of any remaining assets in the proportion of the member's financial interests to the total financial interests of members of the limited cooperative association after all other obligations are satisfied.
Source
Laws 2007, LB368, § 90.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2991 - Known claims against dissolved limited cooperative association.

21-2991.
Known claims against dissolved limited cooperative association.
(1) A dissolved limited cooperative association may dispose of the known claims against it by following the procedure described in subsection (2) of this section.
(2) A dissolved limited cooperative association may notify its known claimants of the dissolution in a record. The notice shall:
(a) Specify the information required to be included in a claim;
(b) Provide a mailing address to which the claim is to be sent;
(c) State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and
(d) State that the claim will be barred if not received by the deadline.
(3) A claim against a dissolved limited cooperative association is barred if the requirements of subsection (2) of this section are met and:
(a) The limited cooperative association has not been notified in a record of the claim; or
(b) In the case of a claim that is timely received but rejected by the dissolved limited cooperative association, the claimant does not commence an action to enforce the claim against the limited cooperative association within ninety days after the receipt of the notice of the rejection, if the notice of rejection states that the claim will be barred unless brought against the limited cooperative association within ninety days after receipt of the notice of rejection.
(4) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that is contingent on that date.
Source
Laws 2007, LB368, § 91.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2992 - Other claims against dissolved limited cooperative association.

21-2992.
Other claims against dissolved limited cooperative association.
(1) A dissolved limited cooperative association shall publish notice of its dissolution and may request persons having claims against the limited cooperative association to present them in accordance with the notice.
(2) The notice shall:
(a) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited cooperative association's principal office is located or, if it has none in this state, in the county in which the limited cooperative association's designated office is or was last located;
(b) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and
(c) State that a claim against the limited cooperative association is barred unless an action to enforce the claim is commenced within three years after publication of the notice.
(3) If a dissolved limited cooperative association publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred, unless the claimant commences an action to enforce the claim against the dissolved limited cooperative association within three years after the publication date of the notice:
(a) A claimant that did not receive notice in a record under section 21-2991;
(b) A claimant whose claim was timely sent to the dissolved limited cooperative association but not acted on; and
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4) A claim not barred under this section may be enforced:
(a) Against the dissolved limited cooperative association, to the extent of its undistributed assets; or
(b) If the assets have been distributed in liquidation, against a member or transferee of financial rights to the extent of that person's proportionate share of the claim or the limited cooperative association's assets distributed to the member or transferee in liquidation, whichever is less, but a person's total liability for all claims under this subsection does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited cooperative association.
Source
Laws 2007, LB368, § 92;
Laws 2008, LB848, § 25.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2993 - Court proceeding.

21-2993.
Court proceeding.
(1) A dissolved limited cooperative association that has published a notice under section 21-2991 or 21-2992 may file an application with the district court where the dissolved limited cooperative association's principal office is located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved limited cooperative association or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved limited cooperative association, are reasonably estimated to arise after the effective date of dissolution.
(2) Notice of the proceeding shall be given by the dissolved limited cooperative association to each known claimant holding a contingent claim within ten days after the filing of the application of the limited cooperative association.
(3) The court may appoint a receiver to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such receiver, including all reasonable expert witness fees, shall be paid by the dissolved limited cooperative association.
(4) Provision by the dissolved limited cooperative association for security in the amount and the form ordered by the court under section 21-2992 shall satisfy the dissolved limited cooperative association's obligations with respect to claims that are contingent, have not been made known to the dissolved limited cooperative association, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a member who received a distribution.
Source
Laws 2007, LB368, § 93.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2994 - Administrative dissolution.

21-2994.
Administrative dissolution.
(1) The Secretary of State may dissolve a limited cooperative association administratively if the limited cooperative association does not, within sixty days after the due date:
(a) Pay any fee, tax, or penalty due to the Secretary of State under the Nebraska Limited Cooperative Association Act or other law;
(b) Deliver its biennial report to the Secretary of State;
(c) Have a registered agent or registered office in this state; or
(d) Notify the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued.
(2) If the Secretary of State determines that a ground exists for administratively dissolving a limited cooperative association, the Secretary of State shall file a record of the determination and serve the limited cooperative association with a copy of the filed record.
(3) If, within sixty days after service of the copy, the limited cooperative association does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each uncorrected ground determined by the Secretary of State does not exist, the Secretary of State shall administratively dissolve the limited cooperative association by preparing, signing, and filing a declaration of dissolution that states the grounds for dissolution. The Secretary of State shall serve the limited cooperative association with a copy of the filed declaration.
(4) A limited cooperative association administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under sections 21-2989 and 21-2990 and to notify claimants under sections 21-2991 and 21-2992.
(5) The administrative dissolution of a limited cooperative association does not terminate the authority of its agent for service of process.
Source
Laws 2007, LB368, § 94.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2996 - Denial of reinstatement; appeal.

21-2996.
Denial of reinstatement; appeal.
(1) If the Secretary of State denies a limited cooperative association's application for reinstatement following administrative dissolution, the Secretary of State shall prepare, sign, and file a notice that explains the reason or reasons for denial and serve the limited cooperative association with a copy of the notice.
(2) Within thirty days after service of the notice of denial, the limited cooperative association may appeal the denial of reinstatement by petitioning the district court to set aside the dissolution. The petition shall be served on the Secretary of State and contain a copy of the Secretary of State's declaration of dissolution, the limited cooperative association's application for reinstatement, and the Secretary of State's notice of denial.
(3) The court may summarily order the Secretary of State to reinstate the dissolved limited cooperative association or may take other action the court considers appropriate.
Source
Laws 2007, LB368, § 96.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2997 - Direct action by member.

21-2997.
Direct action by member.
(1) Subject to subsection (2) of this section, a member may maintain a direct action against the limited cooperative association, an officer, or a director to enforce the rights and otherwise protect the interests of the member, including rights and interests under the articles of organization or bylaws.
(2) A member maintaining a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited cooperative association.
Source
Laws 2007, LB368, § 97.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2998 - Derivative action.

21-2998.
Derivative action.
A member may maintain a derivative action to enforce a right of a limited cooperative association if the member adequately represents the interests of the limited cooperative association and if:
(1) The member first makes a demand on the limited cooperative association, requesting that it bring an action to enforce the right, and the limited cooperative association does not bring the action within a reasonable time; and
(2) Ninety days have expired after the date the demand was made unless the member has earlier been notified that the demand has been rejected by the limited cooperative association or unless irreparable injury to the limited cooperative association would result by waiting for the expiration of the time.
Source
Laws 2007, LB368, § 98.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-2999 - Proper plaintiff.

21-2999.
Proper plaintiff.
A derivative action may be maintained only by a person that is a member at the time the action is commenced and:
(1) That was a member when the conduct giving rise to the action occurred; or
(2) Whose status as a member devolved upon the person by operation of law from a person that was a member at the time of the conduct.
Source
Laws 2007, LB368, § 99.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-29,100 - Complaint.

21-29,100.
Complaint.
In a derivative action, the complaint shall state with particularity:
(1) The date and content of the plaintiff's demand and the limited cooperative association's response to the demand; and
(2) If ninety days have not expired under subdivision (2) of section 21-2998, that irreparable injury to the limited cooperative association would result by waiting for the expiration of the time.
Source
Laws 2007, LB368, § 100.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-29,101 - Proceeds and expenses.

21-29,101.
Proceeds and expenses.
(1) Except as otherwise provided in subsection (2) of this section:
(a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited cooperative association and not to the derivative plaintiff; and
(b) If the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited cooperative association.
(2) If a derivative action is successful, in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited cooperative association.
Source
Laws 2007, LB368, § 101.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-29,102 - Governing law.

21-29,102.
Governing law.
(1) The laws of the state or other jurisdiction under which a foreign limited cooperative association is organized govern relations among the members of the foreign limited cooperative association and between the members and the foreign limited cooperative association.
(2) A foreign limited cooperative association shall not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited cooperative association is organized and the laws of this state.
(3) A certificate of authority does not authorize a foreign limited cooperative association to engage in any activity or exercise any power that a limited cooperative association cannot engage in or exercise in this state.
Source
Laws 2007, LB368, § 102.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-29,103 - Application for certificate of authority.

21-29,103.
Application for certificate of authority.
(1) A foreign limited cooperative association may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application shall state:
(a) The name of the foreign limited cooperative association and, if the name does not comply with section 21-2908, an alternative name adopted pursuant to section 21-29,106;
(b) The name of the state or other jurisdiction under whose law the foreign limited cooperative association is organized;
(c) The street and mailing addresses of the foreign limited cooperative association's designated office and, if the laws of the jurisdiction under which the foreign limited cooperative association is organized require the foreign limited cooperative association to maintain an office in that jurisdiction, the street and mailing addresses of the required office;
(d) The name and street and mailing addresses of the foreign limited cooperative association's agent for service of process in this state; and
(e) The name and street and mailing addresses of each of the foreign limited cooperative association's current directors and officers.
(2) A foreign limited cooperative association shall deliver with the completed application a certificate of good standing or existence or a similar record signed by the Secretary of State or other official having custody of the foreign limited cooperative association's publicly filed records in the state or other jurisdiction under whose law the foreign limited cooperative association is organized.
Source
Laws 2007, LB368, § 103.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-29,104 - Activities not constituting transacting business.

21-29,104.
Activities not constituting transacting business.
(1) Activities of a foreign limited cooperative association which do not constitute transacting business in this state within the meaning of this section include:
(a) Maintaining, defending, and settling an action or proceeding;
(b) Holding meetings of its members or carrying on any other activity concerning its internal affairs;
(c) Maintaining accounts in financial institutions;
(d) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited cooperative association's own securities or maintaining trustees or depositories with respect to those securities;
(e) Selling through independent contractors;
(f) Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(g) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(h) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts and holding, protecting, and maintaining property so acquired;
(i) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; and
(j) Transacting business in interstate commerce.
(2) For purposes of this section, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1) of this section, constitutes transacting business in this state.
(3) This section does not apply in determining the contacts or activities that may subject a foreign limited cooperative association to service of process, taxation, or regulation under any other law of this state.
Source
Laws 2007, LB368, § 104.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-29,105 - Filing of certificate of authority.

21-29,105.
Filing of certificate of authority.
Unless the Secretary of State determines that an application for a certificate of authority does not comply with the filing requirements of the Nebraska Limited Cooperative Association Act, the Secretary of State, upon payment of all filing fees, shall file the application, prepare, sign, and file a certificate of authority to transact business in this state, and send a copy of the filed certificate, together with a receipt for the fees, to the foreign limited cooperative association or its representative.
Source
Laws 2007, LB368, § 105.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-29,106 - Noncomplying name of foreign cooperative.

21-29,106.
Noncomplying name of foreign cooperative.
(1) A foreign limited cooperative association whose name does not comply with section 21-2908 shall not obtain a certificate of authority until it adopts, for purposes of transacting business in this state, an alternative name that complies with such section. A foreign limited cooperative association that adopts an alternative name under this subsection and then obtains a certificate of authority with the name need not comply with sections 21-2907 and 21-2908. After obtaining a certificate of authority with an alternative name, a foreign limited cooperative association shall transact business in this state under the name unless the foreign limited cooperative association is authorized under sections 21-2907 and 21-2908 to transact business in this state under another name.
(2) If a foreign limited cooperative association authorized to transact business in this state changes its name to one that does not comply with sections 21-2907 and 21-2908, it shall not thereafter transact business in this state until it complies with subsection (1) of this section and obtains an amended certificate of authority.
Source
Laws 2007, LB368, § 106.
2023 Nebraska Revised Statutes › Chapter 21 - Corporations and Other Companies › 21-29,107 - Revocation of certificate of authority.

21-29,107.
Revocation of certificate of authority.
(1) A certificate of authority of a foreign limited cooperative association to transact business in this state may be revoked by the Secretary of State in the manner provided in subsections (2) and (3) of this section if the foreign limited cooperative association does not:
(a) Pay, within sixty days after the due date, any fee, tax, or penalty due to the Secretary of State under the Nebraska Limited Cooperative Association Act or other law;
(b) Deliver, within sixty days after the due date, its biennial report required under section 21-2994;
(c) Appoint and maintain an agent for service of process as required by section 21-29,103; or
(d) Deliver for filing a statement of a change under section 21-2914 within thirty days after a change has occurred in the name or address of the agent.
(2) To revoke a certificate of authority, the Secretary of State shall prepare, sign, and file a certificate of revocation and send a copy to the foreign limited cooperative association's registered agent for service of process in this state, or if the foreign limited cooperative association does not appoint and maintain an agent for service of process in this state, to the foreign limited cooperative association's designated office. The notice shall state:
(a) The revocation's effective date, which shall be at least sixty days after the date the Secretary of State sends the copy; and
(b) The foreign limited cooperative association's noncompliance with subsection (1) of this section which is the reason for the revocation.
(3) The authority of the foreign limited cooperative association to transact business in this state ceases on the effective date of the certificate of revocation unless before that date the foreign limited cooperative association cures each failure to comply with subsection (1) of this section stated in the notice. If the foreign limited cooperative association cures the failures, the Secretary of State shall so indicate on the filed notice.
Source
Laws 2007, LB368, § 107.