Corporate Bylaws - Nebraska

BYLAWS OF [____________________], a Nebraska corporation

A for-profit corporation organized under the Nebraska Model Business Corporation Act, Neb. Rev. Stat. § 21-201 et seq. (the "Act" or "NMBCA").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of Nebraska, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. The corporation shall continuously maintain a registered agent and registered office in Nebraska as required by the Act. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered agent or registered office from time to time by filing the appropriate statement of change with the Nebraska Secretary of State.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. The corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to Neb. Rev. Stat. § 21-254, special meetings of shareholders may be called by the Board, by the person(s) authorized by the Articles or these Bylaws, or upon the demand of the holders of shares representing at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting. The Articles may set a different threshold (higher or lower than ten percent), provided that the threshold may not exceed twenty-five percent (25%) of the votes entitled to be cast. Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held at any place, within or without the State of Nebraska, designated by the Board. If no place is designated, meetings shall be held at the corporation's principal office. Unless the Articles or these Bylaws provide otherwise, the Board may permit shareholders to participate in a meeting by any means of remote communication if the corporation has implemented reasonable measures to verify that each participating person is a shareholder and to provide each such shareholder a reasonable opportunity to participate and to vote. A shareholder so participating is deemed present in person at the meeting. Notice of a meeting at which remote participation will be available must so state.

Section 2.4 Notice of Meetings. Pursuant to Neb. Rev. Stat. § 21-257, the corporation shall give notice to shareholders of the date, time, and place (if any) of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of a special meeting must include a description of the purpose(s) for which the meeting is called. Notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Articles. The corporation is required to give notice only to shareholders entitled to vote unless the Act or the Articles require otherwise. Notice by electronic transmission is effective only as authorized by the Act and with the consent of the recipient.

Section 2.5 Waiver of Notice. A shareholder may waive any notice required by the Act, the Articles, or these Bylaws, whether before or after the date and time stated in the notice, by a signed written waiver (or by electronic transmission) delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business, or to consideration of a particular matter not within the purpose stated in the notice.

Section 2.6 Record Date. The Board may fix in advance a record date for determining shareholders entitled to notice of and to vote at a meeting, to take action by written consent, to receive a distribution, or for any other purpose, in accordance with Neb. Rev. Stat. § 21-259. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders. If not otherwise fixed, the record date is determined as provided in the Act.

Section 2.7 Shareholders' List. After fixing a record date for a meeting, the corporation shall prepare a list of shareholders entitled to be given notice of the meeting, available for inspection as provided in Neb. Rev. Stat. § 21-262.

Section 2.8 Quorum. Pursuant to Neb. Rev. Stat. § 21-267, shares entitled to vote as a separate voting group may take action on a matter only if a quorum of those shares exists. Unless the Act or the Articles provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum. 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 any adjournment, unless a new record date is or must be set.

Section 2.9 Voting. Except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting. If a quorum exists, action on a matter (other than the election of directors) is approved by a voting group if the votes cast favoring the action exceed the votes cast opposing the action, unless the Act or the Articles require a greater number of affirmative votes, as provided in Neb. Rev. Stat. § 21-267. Directors are elected by a plurality of the votes cast by the shares entitled to vote unless otherwise provided in the Articles.

Section 2.10 Proxies. A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by electronic transmission, in accordance with the Act. An appointment is effective when received by the Secretary or other officer or agent authorized to tabulate votes and is valid for eleven (11) months unless a different period is provided. An appointment is revocable unless it is conspicuously stated to be irrevocable and is coupled with an interest.

Section 2.11 Greater Quorum or Voting Requirements. The Articles may provide for a greater quorum or voting requirement for shareholders than is provided by the Act, subject to Neb. Rev. Stat. § 21-269.

Section 2.12 Action by Written Consent. Pursuant to Neb. Rev. Stat. § 21-256, action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all such shareholders and delivered to the corporation for inclusion in the minutes or filing with the corporate records. In addition, the Articles may provide that such action may be taken by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take the action at a meeting at which all shares entitled to vote were present and voted; provided that the use of written consent to elect directors must be unanimous. No written consent is effective to take the corporate action referred to unless, within sixty (60) days of the earliest dated consent delivered to the corporation, written consents signed by a sufficient number of shareholders to take the action have been delivered to the corporation. A consent may be revoked by a writing delivered to the corporation before unrevoked consents sufficient to take the action are delivered.

Section 2.13 Adjournment. Any shareholders' meeting may be adjourned. Unless these Bylaws require otherwise, no notice of the adjourned meeting need be given if the new date, time, and place (if any) are announced at the meeting before adjournment, except that notice of an adjourned meeting must be given if a new record date is or must be fixed under Neb. Rev. Stat. § 21-259.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction and subject to the oversight of, the Board, subject to any limitation set forth in the Articles or in a shareholders' agreement authorized by the Act.

Section 3.2 Number and Qualifications. Pursuant to Neb. Rev. Stat. § 21-286, the Board shall consist of one (1) or more directors, with the number specified as [____] director(s), or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws. Directors need not be residents of Nebraska or shareholders of the corporation unless the Articles or these Bylaws so require.

Section 3.3 Election and Term. Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under Neb. Rev. Stat. § 21-289. Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death, as provided in Neb. Rev. Stat. § 21-288.

Section 3.4 Resignation. A director may resign at any time by delivering written notice (or notice by electronic transmission) to the Board, its chairperson, or the corporation. A resignation is effective when the notice is delivered unless it specifies a later effective time.

Section 3.5 Removal. Pursuant to Neb. Rev. Stat. § 21-291, the shareholders may remove one or more directors with or without cause, unless the Articles provide that directors may be removed only for cause. A director may be removed only at a meeting called for that purpose, and the meeting notice must state that the purpose (or one of the purposes) is removal of the director.

Section 3.6 Vacancies. Unless the Articles provide otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all directors remaining in office.

Section 3.7 Regular Meetings. The Board may hold regular meetings, within or without the State of Nebraska, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose if these Bylaws so provide.

Section 3.8 Special Meetings. Special meetings of the Board may be called by [the Chairperson of the Board / the President / any two (2) directors]. Special meetings may be held within or without the State of Nebraska.

Section 3.9 Notice of Special Meetings. Pursuant to Neb. Rev. Stat. § 21-297, unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but the notice need not describe the purpose. Notice may be waived by a signed writing or electronic transmission, and a director's attendance at or participation in a meeting waives any required notice unless, at the beginning of the meeting or promptly upon arrival, the director objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.10 Quorum and Voting. Pursuant to Neb. Rev. Stat. § 21-299, unless a greater number is required by the Articles or these Bylaws, a quorum of the Board consists of a majority of the number of directors fixed (or, for a variable-range board, in office immediately before the meeting begins). The Articles or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of that number. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Articles or these Bylaws require the vote of a greater number.

Section 3.11 Telephonic and Electronic Meetings. Unless the Articles or these Bylaws provide otherwise, the Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by such means is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Unless these Bylaws require that the action be taken at a meeting, any action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more consents in writing (or by electronic transmission) describing the action, signed by each director, and included in the minutes or filed with the corporate records. Such action is effective when the last director signs or delivers the consent, unless the consent specifies a different effective date.

Section 3.13 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties, as authorized by the Act.

Section 3.14 Standards of Conduct. Pursuant to Neb. Rev. Stat. § 21-2,102, each member of the Board, when discharging the duties of a director, shall act in good faith and in a manner the director reasonably believes to be in the best interests of the corporation, becoming informed in connection with the director's decision-making function or devoting attention to the director's oversight function with the care that a person in a like position would reasonably believe appropriate under similar circumstances. A director is entitled to rely on the performance by, and on information, opinions, reports, or statements provided by, officers, employees, legal counsel, public accountants, committees, and other persons to the extent permitted by the Act.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to Neb. Rev. Stat. § 21-2,100, the Board may create one or more committees and appoint one or more directors to serve on them. The creation of a committee and appointment of members to it must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under Neb. Rev. Stat. § 21-299.

Section 4.2 Authority of Committees. To the extent specified by the Board or these Bylaws, each committee may exercise the powers of the Board. A committee may not, however: (a) authorize or approve distributions, except according to a formula or method prescribed by the Board; (b) approve or propose to shareholders action that the Act requires be approved by shareholders; (c) fill vacancies on the Board or, subject to the Act, on any committee; or (d) adopt, amend, or repeal these Bylaws, all as provided in Neb. Rev. Stat. § 21-2,100.

Section 4.3 Committee Procedures. The provisions of the Act governing Board meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to Neb. Rev. Stat. § 21-2,105, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The officers may include a President, a Secretary, a Treasurer, a Chairperson of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. One of the officers shall be responsible for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly appointed officer to the extent authorized by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. An officer may resign at any time by delivering notice to the corporation; the resignation is effective when the notice is delivered unless it specifies a later effective time. The Board may remove any officer at any time with or without cause. The appointment of an officer does not itself create contract rights.

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chairperson of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; (d) maintain the share transfer records and the list of shareholders; and (e) perform such other duties as the Board or the President may assign.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Authority. Each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board or by another officer authorized by the Board. Each officer shall discharge the officer's duties consistent with the standards of conduct for officers under the Act.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by the Act. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. If shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of Nebraska, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents. Each certificate shall be signed (either manually or in facsimile) by two officers designated in these Bylaws or by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. Pursuant to Neb. Rev. Stat. § 21-247, the Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required on a certificate.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by the Act. A restriction is valid and enforceable against the holder or a transferee only if it is authorized by the Act and its existence is noted conspicuously on the front or back of the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Authority to Indemnify Directors. To the extent authorized by Neb. Rev. Stat. § 21-2,111, the corporation shall indemnify an individual who is a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the individual acted in good faith; (b) the individual reasonably believed (i) in the case of conduct in an official capacity, that the conduct was in the best interests of the corporation, and (ii) in all other cases, that the conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the conduct was unlawful. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the plan participants and beneficiaries is conduct that satisfies the requirement of clause (b)(ii). The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, determine that the director did not meet the relevant standard of conduct.

Section 7.2 Limitations on Indemnification. As provided in Neb. Rev. Stat. § 21-2,111, the corporation may not indemnify a director under that section: (a) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director met the relevant standard of conduct; or (b) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled. Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred.

Section 7.3 Mandatory Indemnification. Pursuant to Neb. Rev. Stat. § 21-2,112, the corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director, against reasonable expenses incurred in connection with the proceeding.

Section 7.4 Advance for Expenses to Directors. Pursuant to Neb. Rev. Stat. § 21-2,113, the corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding if the director delivers to the corporation: (a) a written affirmation of the director's good-faith belief that the director has met the relevant standard of conduct described in Neb. Rev. Stat. § 21-2,111 or that the proceeding involves conduct for which liability has been eliminated under a provision of the Articles authorized by the Act; and (b) a written undertaking, executed personally or on the director's behalf, to repay any funds advanced if the director is not entitled to mandatory indemnification under Neb. Rev. Stat. § 21-2,112 and it is ultimately determined that the director did not meet the relevant standard of conduct. The undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

Section 7.5 Determination and Authorization. A determination that indemnification of a director is permissible because the director met the relevant standard of conduct, and any authorization of indemnification and evaluation as to reasonableness of expenses, shall be made in the manner specified in Neb. Rev. Stat. § 21-2,115, including by the disinterested directors, by a committee of disinterested directors, by special legal counsel, or by the shareholders (excluding shares owned by or voted under the control of a director who is not disinterested).

Section 7.6 Court-Ordered Indemnification. A director who is a party to a proceeding because the director is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction, in accordance with Neb. Rev. Stat. § 21-2,114.

Section 7.7 Indemnification of Officers. Pursuant to Neb. Rev. Stat. § 21-2,116, the corporation may indemnify and advance expenses to an officer of the corporation to the same extent as a director and, if the officer is not a director, to such further extent as may be provided by the Articles, these Bylaws, a resolution of the Board, or contract, except for (a) liability in connection with a proceeding by or in the right of the corporation other than for reasonable expenses, or (b) liability arising out of conduct constituting receipt of a financial benefit to which the officer is not entitled, an intentional infliction of harm on the corporation or the shareholders, or an intentional violation of criminal law. An officer who is not a director is entitled to mandatory indemnification under Neb. Rev. Stat. § 21-2,112 and may apply for court-ordered indemnification under Neb. Rev. Stat. § 21-2,114, to the same extent as a director.

Section 7.8 Insurance. The corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the corporation against liability asserted against or incurred by the person in that capacity, whether or not the corporation would have the power to indemnify the person against the same liability under the Act, in accordance with Neb. Rev. Stat. § 21-2,117.

Section 7.9 Variation; Non-Exclusivity; Continuation. Pursuant to Neb. Rev. Stat. § 21-2,118, the corporation may, by a provision in the Articles or these Bylaws or in a resolution or contract approved by the Board or shareholders, obligate itself in advance to provide indemnification or to advance expenses to the fullest extent permitted by law. The rights provided by this Article are in addition to and not exclusive of any other rights to which a person may be entitled, continue as to a person who has ceased to serve in the capacity that gave rise to the right, and inure to the benefit of the person's heirs and personal representatives, consistent with the Act.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. Pursuant to Neb. Rev. Stat. § 21-252, the Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of that section.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in Neb. Rev. Stat. § 21-252.

Section 8.3 Record Date for Distributions. If the Board does not fix a record date for determining shareholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the corporation's shares), the record date is the date the Board authorizes the distribution, as provided in Neb. Rev. Stat. § 21-252.

Section 8.4 Directors' Liability for Unlawful Distributions. A director who votes for or assents to a distribution in violation of the Act or the Articles is personally liable to the corporation for the amount of the distribution that exceeds what could have been lawfully distributed, to the extent and subject to the defenses provided in Neb. Rev. Stat. § 21-2,104.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to Neb. Rev. Stat. § 21-2,221, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee in place of the Board. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares.

Section 9.2 Records to Be Kept Available. The corporation shall keep a copy of the records the Act requires to be maintained (including the Articles, these Bylaws, certain resolutions, minutes of and consents by shareholders, communications to shareholders, a list of current directors and officers, and the most recent biennial report) at its principal office.

Section 9.3 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, the Act, including, for certain records, the requirement of a written demand made in good faith and for a proper purpose, describing with reasonable particularity the purpose and the records desired, where the records are directly connected with the stated purpose.

Section 9.4 Biennial Report. The corporation shall deliver to the Nebraska Secretary of State the biennial report required by the Act and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into paper form within a reasonable time, consistent with the Act.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to Neb. Rev. Stat. § 21-224, the Board may amend or repeal these Bylaws unless (a) the Articles or the Act reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or reinstate that bylaw.

Section 11.2 Amendment by Shareholders. The shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.3 Bylaw Increasing Quorum or Voting Requirement. A bylaw that increases a quorum or voting requirement for the Board may be adopted, amended, or repealed only in the manner provided in Neb. Rev. Stat. § 21-2,160, and a bylaw that increases a quorum or voting requirement for shareholders is subject to Neb. Rev. Stat. § 21-269.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Unless the Articles provide otherwise, the Board may adopt bylaws to be effective only in an emergency, subject to amendment or repeal by the shareholders. An emergency exists for this purpose if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. The emergency bylaws may make provisions necessary for managing the corporation during the emergency, including (a) procedures for calling a meeting of the Board, (b) quorum requirements for the meeting, and (c) the designation of additional or substitute directors.

Section 12.2 Emergency Powers. In anticipation of or during an emergency, the Board may modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent, and may relocate the principal office, designate alternative principal or regional offices, or authorize the officers to do so. During an emergency, unless emergency bylaws provide otherwise, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means, and one or more officers present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Section 12.3 Effect; Liability. All provisions of these regular Bylaws consistent with the emergency bylaws remain effective during the emergency, and the emergency bylaws are not effective after the emergency ends. Corporate action taken in good faith in accordance with the emergency bylaws or emergency powers binds the corporation and may not be used to impose liability on any director, officer, employee, or agent.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Nebraska corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to Neb. Rev. Stat. § 21-224 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Nebraska Model Business Corporation Act, Neb. Rev. Stat. § 21-201 et seq. (effective January 1, 2017) — https://nebraskalegislature.gov/laws/browse-chapters.php?chapter=21
• Neb. Rev. Stat. § 21-224 (bylaws)
• Neb. Rev. Stat. § 21-254 (special meeting; 10% default demand threshold, max 25%); § 21-257 (notice of meeting); § 21-259 (record date); § 21-262 (shareholders' list)
• Neb. Rev. Stat. § 21-256 (shareholder action without meeting; unanimous default, less-than-unanimous if authorized by Articles; director election by consent must be unanimous)
• Neb. Rev. Stat. § 21-267 (shareholder quorum and voting); § 21-269 (greater quorum or voting requirements)
• Neb. Rev. Stat. §§ 21-286 to 21-292 (board number; terms; staggered terms; removal of directors)
• Neb. Rev. Stat. § 21-297 (notice of board meetings); § 21-299 (board quorum and voting)
• Neb. Rev. Stat. § 21-2,100 (committees of the board)
• Neb. Rev. Stat. § 21-2,102 (standards of conduct for directors); § 21-2,104 (directors' liability for unlawful distributions); § 21-2,105 (officers)
• Neb. Rev. Stat. §§ 21-2,110 to 21-2,119 (indemnification): § 21-2,111 (authority to indemnify; MBCA 8.51); § 21-2,112 (mandatory indemnification; MBCA 8.52); § 21-2,113 (advance for expenses; MBCA 8.53); § 21-2,114 (court-ordered indemnification; MBCA 8.54); § 21-2,115 (determination and authorization; MBCA 8.55); § 21-2,116 (indemnification of officers; MBCA 8.56); § 21-2,117 (insurance; MBCA 8.57); § 21-2,118 (variation by corporate action; MBCA 8.58)
• Neb. Rev. Stat. § 21-247 (shares without certificates); § 21-252 (distributions to shareholders; MBCA 6.40)
• Neb. Rev. Stat. § 21-2,160 (bylaw increasing director quorum or voting requirement); § 21-2,221 (corporate records)
• Nebraska Secretary of State, Business Services — Select Corporation Statutes: https://sos.nebraska.gov/business-services/select-corporation-statutes