State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-2093

21-2093. Quorum and voting.(1) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in the Business Corporation Act, a quorum of a board of directors shall consist of:(a) A majority of the fixed number of directors if the corporation has a fixed board size; or(b) 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 board size.(2) 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 (1) of this section.(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present shall be the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.(4) 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 shall be deemed to have assented to the action taken unless (a) he or she objects at the beginning of the meeting or promptly upon his or her arrival to holding it or transacting business at the meeting, (b) his or her dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) he or she delivers written notice of his or her 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 shall not be available to a director who votes in favor of the action taken. SourceLaws 1995, LB 109, § 93.