§ 21-1914 — Terms, defined

For
purposes of the Nebraska Nonprofit Corporation Act, unless the context otherwise
requires:
(1) Approved by (or approval by) the members means approved or ratified
by the affirmative vote of a majority of the votes represented and voting
at a duly held meeting at which a quorum is present (which affirmative votes
also constitute a majority of the required quorum) or by a written ballot,
or written consent in conformity with the act or by the affirmative vote,
written ballot, or written consent of such greater proportion, including the
votes of all the members of any class, unit, or grouping as may be provided
in the articles, bylaws, or the act for any specified member action;
(2) Articles of incorporation or articles include amended and restated
articles of incorporation and articles of merger;
(3) Board or board of directors means the board of directors except
that no person or group of persons are the board of directors because of powers
delegated to that person or group pursuant to section 21-1968 ;
(4) Bylaws means the code or codes of rules (other than the articles)
adopted pursuant to the act for the regulation or management of the affairs
of the corporation irrespective of the name or names by which such rules are
designated;
(5) Class means a group of memberships which have the same rights with
respect to voting, dissolution, redemption, and transfer. For purposes of
this section, rights shall be considered the same if they are determined by
a formula applied uniformly;
(6) Corporation means a public benefit, a mutual benefit, or a religious
corporation;
(7) Delegate means a person elected or appointed to vote in a representative
assembly for the election of a director or directors or on other matters;
(8) Deliver includes mail;
(9) Director means an individual, designated in the articles or bylaws
or elected by the incorporators, and his or her successor and an individual
elected or appointed by any other name or title to act as a member of the
board;
(10) Distribution means the payment of a dividend or any part of the
income or profit of a corporation to its members, directors, or officers;
(11) Domestic corporation means a corporation;
(12) Effective date of notice has the same meaning as in section 21-1915 ;
(13) Electronic transmission
or electronically transmitted means any process of communication not directly
involving the physical transfer of paper that is suitable for the retention,
retrieval, and reproduction of information by the recipient;
(14) Employee does not include
an officer or director who is not otherwise employed by the corporation;
(15) Entity includes corporation
and foreign corporation; business corporation and foreign business corporation;
profit and nonprofit unincorporated association; corporation sole; business
trust, estate, partnership, limited liability company, registered limited
liability partnership, trust, and two or more persons having a joint or common
economic interest; state or the United States; and foreign government;
(16) File, filed, or filing
means filed in the office of the Secretary of State;
(17) Foreign corporation means
a corporation organized under a law other than the law of this state which
would be a nonprofit corporation if formed under the laws of this state;
(18) Governmental subdivision
includes authority, county, district, and municipality;
(19) Individual includes the
estate of an incompetent individual;
(20) Member means (without
regard to what a person is called in the articles or bylaws) any person or
persons who on more than one occasion, pursuant to a provision of a corporation's
articles or bylaws, have the right to vote for the election of a director
or directors. The definition of member does not apply to a corporation created
for the collection of assessments under federally mandated programs if the
articles of such corporation provide that the corporation shall not have members.
A person is not a member by virtue of any of the following:
(i) Any rights such person has as a delegate;
(ii) Any rights such person has to designate a director or directors;
or
(iii) Any rights such person has as a director;
(21) Membership means the
rights and obligations a member or members have pursuant to a corporation's
articles, bylaws, and the act;
(22) Mutual benefit corporation
means a domestic corporation which is formed as a mutual benefit corporation
pursuant to sections 21-1920 to 21-1926 or is required to be a mutual benefit
corporation pursuant to section 21-19,177 ;
(23) Notice has the same meaning
as in section 21-1915 ;
(24) Person includes any individual
or entity;
(25) Principal office means
the office (in or out of this state) so designated in the biennial report
filed pursuant to section 21-19,172 where the principal offices of a domestic
or foreign corporation is located;
(26) Proceeding includes civil,
criminal, administrative, and investigatory actions;
(27) Public benefit corporation
means a domestic corporation which is formed as a public benefit corporation
pursuant to sections 21-1920 to 21-1926 or is required to be a public benefit
corporation pursuant to section 21-19,177 ;
(28) Record date means the
date established under sections 21-1938 to 21-1950 or 21-1951 to 21-1967 on
which a corporation determines the identity of its members for the purposes
of the act;
(29) Religious corporation
means a domestic corporation which is formed as a religious corporation pursuant
to sections 21-1920 to 21-1926 or is required to be a religious corporation
pursuant to section 21-19,177 ;
(30) Secretary means the corporate
officer to whom the board of directors has delegated responsibility under
subsection (b) of section 21-1990 for custody of the minutes of the directors'
and members' meetings and for authenticating the records of the corporation;
(31) State, when referring
to a part of the United States, includes a state and commonwealth (and their
agencies and governmental subdivisions) and a territory and insular possession
(and their agencies and governmental subdivisions) of the United States;
(32) United States includes
district, authority, bureau, commission, department, and any other agency
of the United States;
(33) Vote includes authorization
by written ballot and written consent; and
(34) Voting power means the
total number of votes entitled to be cast for the election of directors at
the time the determination of voting power is made, excluding a vote which
is contingent upon the happening of a condition or event that has not occurred
at the time. Where a class is entitled to vote as a class for directors, the
determination of voting power of the class shall be based on the percentage
of the number of directors the class is entitled to elect out of the total
number of authorized directors.

Legislative History

Source: Laws 1996, LB 681, § 14; Laws 1997, LB 285, § 1; Laws 2012, LB890, § 1.