Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Nebraska

At a glance

Requirements one by one

Meeting type, caller, and notice

Section 21-1980(a) calls a meeting regular when its time and place are fixed by the board or bylaws; other board meetings are special. Under § 21-1982(d), the presiding officer, president, or 20 percent of directors then in office may call and give notice unless the articles or bylaws provide otherwise. Regular meetings may proceed without notice by default. A special meeting ordinarily needs at least two days' notice to each director of its date, time, and place, not its purpose.

Waiver and remote participation

Section 21-1983(a) requires a nonattendance waiver to be signed in writing and filed with the minutes or corporate records. Attendance also waives notice unless the director objects on arrival, or before a vote on an improperly noticed matter, and does not then vote for or assent to the challenged action. Section 21-1980(c) treats a director as present when all participants can hear each other simultaneously, unless the articles or bylaws restrict remote participation.

Quorum and the vote

Section 21-1984(a) uses directors in office immediately before the meeting for the ordinary majority quorum. A governing document may vary the default, but cannot go below the greater of one-third of sitting directors or two directors. Quorum must exist when the vote is taken; a majority of those present then acts unless a greater vote is required. The board rule speaks of directors present and supplies no proxy voting procedure.

What trips people up

In a corporation without members, § 21-1982(c) requires at least seven days' written notice to each director before a vote to remove a director or approve a matter that would have required member approval in a corporation with members, unless notice is waived under § 21-1983. That specific notice applies to the stated matter even at a special meeting.

Common questions

Can the board set a recurring meeting schedule itself? Yes. Under § 21-1980(a), a meeting whose time and place are fixed by either the board or the bylaws is a regular meeting.

Can emergency bylaws change the usual meeting procedure? Section 21-1926 allows directors, unless the articles provide otherwise, to adopt temporary emergency bylaws covering how to call a board meeting or its quorum. Its emergency condition is a catastrophic event preventing a quorum from readily assembling.

Statutes and sources

• Neb. Rev. Stat. § 21-1926, current official text accessed September 30, 2026.
• Neb. Rev. Stat. § 21-1980, current official text accessed September 30, 2026.
• Neb. Rev. Stat. § 21-1982, current official text accessed September 30, 2026.
• Neb. Rev. Stat. § 21-1983, current official text accessed September 30, 2026.
• Neb. Rev. Stat. § 21-1984, current official text accessed September 30, 2026.