§ 21-224 — Bylaws

(MBCA 2.06) (a) The incorporators or board
of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation
may contain any provision that is not inconsistent with law or the articles
of incorporation.
(c)
The bylaws may contain one or both of the following provisions:
(1) A requirement that if
the corporation solicits proxies or consents with respect to an election of
directors, the corporation include in its proxy statement and any form of
its proxy or consent, to the extent and subject to such procedures or conditions
as are provided in the bylaws, one or more individuals nominated by a shareholder
in addition to individuals nominated by the board of directors; and
(2) A requirement that the
corporation reimburse the expenses incurred by a shareholder in soliciting
proxies or consents in connection with an election of directors, to the extent
and subject to such procedures and conditions as are provided in the bylaws,
except that no bylaw so adopted shall apply to elections for which any record
date precedes its adoption.
(d)
Notwithstanding subdivision (b)(2) of section 21-2,159 , the shareholders in
amending, repealing, or adopting a bylaw described in subsection (c) of this
section may not limit the authority of the board of directors to amend or
repeal any condition or procedure set forth in or to add any procedure or
condition to such a bylaw in order to provide for a reasonable, practicable,
and orderly process.

Legislative History

Source: Laws 2014, LB749, § 24.