2013 Nebraska Revised Statutes
Chapter 21 - CORPORATIONS AND OTHER COMPANIES
21-20,195 - Conversion; action on plan.

21-20,195. Conversion; action on plan.

(1) The plan of conversion shall be adopted by the domestic corporation's board of directors.

(2) After adopting the plan of conversion, the domestic corporation's board of directors shall submit the plan to the domestic corporation's shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination.

(3) The domestic corporation shall notify each shareholder of the domestic corporation, whether or not entitled to vote, of the meeting of shareholders at which the plan is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion and shall contain or be accompanied by a copy or summary of the plan of conversion. The notice shall include or be accompanied by a copy of the organizational documents as they will be in effect immediately after the conversion.

(4) The domestic corporation's board of directors may condition its submission of the plan of conversion to the domestic corporation's shareholders on any basis.

(5) Unless the articles of incorporation, the bylaws, or the board of directors of the domestic corporation require a greater vote or a greater number of votes to be present, the plan of conversion shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group. Separate voting by voting groups shall be required on a plan of conversion if the plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under section 21-20,119.

(6) If any provision of the articles of incorporation, the bylaws, or an agreement of the domestic corporation to which any of the directors or shareholders of the domestic corporation are parties, adopted or entered into before July 19, 2012, applies to a merger of the corporation and the document does not refer to a conversion of the corporation, the provision shall be deemed to apply to a conversion of the corporation until such provision is subsequently amended.

(7) If, as a result of the conversion, one or more shareholders of the domestic corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the execution, by each such shareholder of the domestic corporation, of a separate written consent to become so subject to such owner liability.

(8) After a conversion is authorized, and at any time before a filing is made under section 21-20,196, a domestic corporation that is being converted may amend its plan of conversion or abandon the planned conversion as follows:

(a) As provided in the plan of conversion; or

(b) Except as prohibited by the plan of conversion, by the same consent as was required to approve the plan of conversion.

Source

Laws 2012, LB1018, § 6.