21-267. Quorum and voting requirements for voting groups.

255 words·~1 min read·/ne/chapter-21/21-267

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(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.