§ 21-263 — Voting entitlement of shares

(MBCA 7.21) (a) Except as
provided in subsections (b) and (d) of this section or unless the articles
of incorporation provide otherwise, each outstanding share, regardless of
class, is entitled to one vote on each matter voted on at a shareholders'
meeting. Only shares are entitled to vote.
(b) Absent special circumstances,
the shares of a corporation are not entitled to vote if they are owned, directly
or indirectly, by a second corporation, domestic or foreign, and the first
corporation owns, directly or indirectly, a majority of the shares entitled
to vote for directors of the second corporation.
(c) Subsection (b) of this section
does not limit the power of a corporation to vote any shares, including its
own shares, held by it in a fiduciary capacity.
(d) Redeemable shares are not entitled
to vote after notice of redemption is mailed to the holders and a sum sufficient
to redeem the shares has been deposited with a bank, trust company, or other
financial institution under an irrevocable obligation to pay the holders the
redemption price on surrender of the shares.

Legislative History

Source: Laws 2014, LB749, § 63.