Nebraska commonly permits corporations,
and nonprofits to conduct remote and virtual meetings. Remote meetings
contingent on an association’s articles of incorporation, charter, or bylaws.
The Nebraska Nonprofit Corporation Act governs nonprofit corporations about
corporate structure and procedure. If an association is organized as a
nonprofit, as is the case with most Nebraska associations, it will be governed
by the Nonprofit Corporations Act. Contact your association’s attorney to see
what your community’s options are for virtual meetings based upon your
governing documents.
2018 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.
Universal
Citation: NE Code §
21-1980 (2018)
Nebraska
Revised Statutes Chapter 21. Corporations and Other Companies § 21-1926.
Emergency bylaws and powers
(a)
Unless the articles provide otherwise the directors of a corporation may adopt,
amend, or repeal bylaws to be effective only in an emergency defined in
subsection (d) of this section. The emergency bylaws, which are subject to
amendment or repeal by the members, may provide special procedures necessary
for managing the corporation during the emergency, including:
(1) How
to call a meeting of the board;
(2)
Quorum requirements for the meeting; and
(3)
Designation of additional or substitute directors.
(b) All
provisions of the regular bylaws consistent with the emergency bylaws remain
effective during the emergency. The emergency bylaws are not effective after
the emergency ends.
(c)
Corporate action taken in good faith in accordance with the emergency bylaws:
(1) Binds
the corporation; and
(2) May
not be used to impose liability on a corporate director, officer, employee, or
agent.
(d) An
emergency exists for purposes of this section if a quorum of the corporation's
directors cannot readily be assembled because of some catastrophic event.
Nebraska
Revised Statutes Chapter 21. Corporations and Other Companies § 21-1929.
Emergency powers
(a) In
anticipation of or during an emergency defined in subsection (d) of this section,
the board of directors of a corporation may:
(1)
Modify lines of succession to accommodate the incapacity of any director,
officer, employee, or agent; and
(2)
Relocate the principal office, designate alternative principal offices or
regional offices, or authorize the officer to do so.
(b)
During an emergency defined in subsection (d) of this section, unless emergency
bylaws provide otherwise:
(1)
Notice of a meeting of the board of directors need be given only to those
directors it is practicable to reach and may be given in any practicable
manner, including by publication and radio; and
(2) One
or more officers of the corporation present at a meeting of the board of
directors may be deemed to be directors for the meeting, in order of rank and
within the same rank in order of seniority, as necessary to achieve a quorum.
(c)
Corporate action taken in good faith during an emergency under this section to
further the ordinary affairs of the corporation:
(1) Binds
the corporation; and
(2) May
not be used to impose liability on a corporate director, officer, employee, or
agent.
(d) An
emergency exists for purposes of this section if a quorum of the corporation's
directors cannot readily be assembled because of some catastrophic event.