§ 21-267 — Quorum and voting requirements for voting groups

(MBCA
7.25) (a) Shares entitled to vote as a separate voting group may take action
on a matter at a meeting only if a quorum of those shares exists with respect
to that matter. Unless the articles of incorporation provide otherwise, a
majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.
(b) Once a share is represented
for any purpose at a meeting, it is deemed present for quorum purposes for
the remainder of the meeting and for any adjournment of that meeting unless
a new record date is or must be set for that adjourned meeting.
(c) If a quorum exists,
action on a matter, other than the election of directors, by a voting group
is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the articles of incorporation
require a greater number of affirmative votes.
(d) An amendment of articles of incorporation
adding, changing, or deleting a quorum or voting requirement for a voting
group greater than specified in subsection (a) or (c) of this section is governed
by section 21-269 .
(e)
The election of directors is governed by section 21-270 .
(f) Whenever a provision
of the Nebraska Model Business Corporation Act provides for voting of classes
or series as separate voting groups, the rules provided in subsection (c)
of section 21-2,153 for amendments of articles of incorporation apply to that
provision.

Legislative History

Source: Laws 2014, LB749, § 67.