Are bylaws required in Nebraska?
Yes, Nebraska corporations are explicitly obligated to adopt bylaws.[1]
Nebraska Corporate Laws
- Corporate Tax: Nebraska places a tax on a corporation’s income but divides this into tiers by income.[2]
- January 1, 2024 – January 1, 2025 – 5.58% on first $100,000 of taxable income
All taxable income over $100,000 – 5.84%
January 1, 2025 – January 1, 2026 – 5.20 percent on all taxable income
- January 1, 2024 – January 1, 2025 – 5.58% on first $100,000 of taxable income
- Board: A corporation institutes a board of directors because all corporate powers, actions, and decisions are only exerted “under the authority of” the board.[3]
- Number – The bylaws dictate the number of directors on the board so long as it is “no fewer than three.”[4]
- Qualifications – Only “individuals” may be directors, while other requirements are left to the bylaws.[5]
- Terms – A director typically serves for a one-year term unless the bylaws dictate otherwise; however, terms “may not exceed five years.”[6]
- Staggered Terms – Corporations divide their directors into multiple groups to space out their elections; however, these election terms “need not be uniform.”[7]
- Fiduciary Duty – Directors must disclose (to other directors, committee members, etc.) material needed for their corporate duties; however, there are exceptions when such disclosure violates the law, a contract, or a “professional ethics rule.”[8]
- Officers: The bylaws or the board of directors determine the corporation’s offices and officers, but one must be charged with “preparing the minutes” for shareholder and director meetings.[9]
- Meetings: A regular meeting is one whose “time and place” has been established by the board or bylaws, while others are special meetings.[10]
- Quorum: By default, 10% of the votes entitled to be cast” make up a quorum on a matter; however, this is subject to the articles, the bylaws, or the Nebraska Nonprofit Corporation Act.[11]
- Emergency Bylaws: Corporations develop bylaws “effective only in an emergency” to continue operations in challenging circumstances (e.g., flooding).[12]