2013 Nebraska Revised Statutes
Chapter 21 - CORPORATIONS AND OTHER COMPANIES
21-2087 - Vacancy on board of directors.

21-2087. Vacancy on board of directors.

(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(a) The shareholders may fill the vacancy;

(b) The board of directors may fill the vacancy; or

(c) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(2) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group shall be entitled to vote to fill the vacancy if it is filled by the shareholders.

(3) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection (2) of section 21-2084 or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

Source

Laws 1995, LB 109, § 87.