§ 21-299 — Quorum and voting

(MBCA 8.24) (a) Unless the articles of
incorporation or bylaws require a greater number or unless otherwise specifically
provided in the Nebraska Model Business Corporation Act, a quorum of a board
of directors consists of:
(1) A majority of the
fixed number of directors if the corporation has a fixed board size; or
(2) A majority of the
number of directors prescribed, or if no number is prescribed the number in
office immediately before the meeting begins, if the corporation has a variable-range
size board.
(b)
The articles of incorporation or bylaws may authorize a quorum of a board
of directors to consist of no fewer than one-third of the fixed or prescribed
number of directors determined under subsection (a) of this section.
(c) If a quorum is present
when a vote is taken, the affirmative vote of a majority of directors present
is the act of the board of directors unless the articles of incorporation
or bylaws require the vote of a greater number of directors.
(d) A director who is
present at a meeting of the board of directors or a committee of the board
of directors when corporate action is taken is deemed to have assented to
the action taken unless: (1) The director objects at the beginning of the
meeting, or promptly upon arrival, to holding it or transacting business at
the meeting; (2) the dissent or abstention from the action taken is entered
in the minutes of the meeting; or (3) the director delivers written notice
of the director's dissent or abstention to the presiding officer of the meeting
before its adjournment or to the corporation immediately after adjournment
of the meeting. The right of dissent or abstention is not available to a director
who votes in favor of the action taken.

Legislative History

Source: Laws 2014, LB749, § 99.