reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:1 - Corporations Included.

296:1 Corporations Included. –
The rights, powers and duties set forth in this chapter shall be incident to all corporations having for their object a dividend of profits, hereinafter incorporated, or whose charters are by law subject to be altered, amended or repealed, excepting savings banks, building and loan associations and corporations organized under or adopting the provisions of RSA 294, and their officers and members shall be governed by its provisions.
Source.
RS 146:1. CS 147:1. GS 134:1. GL 148:1. PS 149:1. PL 227:1. RL 276:1.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:2 - Time Limit for Organization.

296:2 Time Limit for Organization. –
Every such corporation shall be organized within 3 years from the passage of its act of incorporation; otherwise the act shall become void.
Source.
1846, 321:7. CS 147:35. GS 134:2. GL 148:2. PS 149:2. PL 227:2. RL 276:2.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:3 - Directors; President.

296:3 Directors;  President. –
The directors, to be chosen annually by the stockholders, shall not be less than 3, unless otherwise authorized by the charter, and one of them at least shall be an actual resident of this state, if the corporation has any stockholders residing in the state. They shall hold office for one year and until others are chosen and qualified in their stead, and one of them shall be chosen president by the corporation or by the directors, as the charter or bylaws may prescribe.
Source.
RS 141:3. CS 149:3. GS 134:4. 1874, 25:1. GL 147:3; 148:4. PS 149:4. PL 227:3. RL 276:3.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:4 - Amount; Par Value.

296:4 Amount;  Par Value. –
If the amount of the capital stock of a corporation is not fixed by its charter it shall be fixed and limited by the corporation at its first meeting, and also the number and par value of the shares thereof; but the par value of the shares shall in no case be fixed below $25.
Source.
RS 141:7. CS 149:7. GS 134:5. GL 148:5. PS 149:5. PL 227:4. RL 276:4.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:5 - Vote to Issue.

296:5 Vote to Issue. –
Any corporation now existing, or which may hereafter be established under the laws of this state, which has a capital stock and has among its objects a division of profits among its stockholders, may vote to issue shares of its capital stock to an amount not less than 50 percent of the total amount lawfully fixed and limited.
Source.
1915, 80:1. PL 227:5. RL 276:5.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:6 - Payment; Certificate.

296:6 Payment;  Certificate. –
If any such corporation shall so vote, it shall thereupon cause to be filed in the office of the clerk of the town in which its principal place of business is located, and in the office of the secretary of state, a certified copy of the vote and a certificate under oath, signed by its treasurer and a majority of its directors, stating the total amount of capital stock which the corporation is authorized to issue, the total amount which it has voted to issue and that the whole amount of capital stock which the corporation has so voted to issue has been paid in in cash or property at a fair valuation.
Source.
1915, 80:1. PL 227:6. RL 276:6.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:7 - Increase, Etc., of Stock.

296:7 Increase, Etc., of Stock. –
The corporation, at any meeting called for the purpose, may increase or reduce its capital stock and the number of shares into which it is divided, within the limits authorized by law.
Source.
RS 141:9. CS 149:9. GS 134:6. GL 148:6. PS 149:6. PL 227:7. RL 276:7.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:8 - Change of Par Value.

296:8 Change of Par Value. –
Such corporation, by unanimous vote of all the shares represented at any meeting called for the purpose, or by the written consent of all the stockholders filed with the clerk, may increase or diminish the number of its shares, and thereby increase or diminish the par value thereof; but the capital stock shall not be increased or diminished thereby, and the par value of the shares shall not be fixed below $25.
Source.
1855, 1668:1. GS 134:7. GL 148:7. PS 149:7. 1898, 67:9. PL 227:8. RL 276:8.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:9 - Classes.

296:9 Classes. –
A corporation may divide its capital stock into different classes of shares, giving such preferences in relation to dividends to any class as it sees fit; but the duties and liabilities of its stockholders to creditors of the corporation and to the state shall not be affected thereby.
Source.
PS 149:8. PL 227:9. RL 276:9.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:10 - Sale Price.

296:10 Sale Price. –
No corporation shall sell or dispose of any of the shares of its capital stock at a price less than the par value thereof, except in sales of shares at auction for non-payment of assessments.
Source.
1849, 860:1. CS 147:20. GS 134:8. GL 148:8. PS 149:9. PL 227:10. RL 276:10.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:11 - Certificates.

296:11 Certificates. –
Every stockholder shall be entitled to a certificate or certificates signed by the treasurer or cashier and such other officers of the corporation as the bylaws may prescribe, stating his ownership of the shares belonging to him; but no certificate shall be issued until the par value of the shares mentioned in it has been fully paid to the corporation.
Source.
RS 141:8. CS 149:8. 1866, 4224:9. GS 134:9. GL 148:9. PS 149:10. PL 227:11. RL 276:11.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:12 - Stockholder's Residence.

296:12 Stockholder's Residence. –
Every stockholder of a corporation shall inform the treasurer, cashier or other officer authorized to issue stock certificates, of the place of his residence, and of every change therein, forthwith after the change is made.
Source.
PS 149:11. PL 227:12. RL 276:12.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:13 - Stock Record.

296:13 Stock Record. –
The treasurer, cashier or other officer authorized to issue stock certificates of a corporation, shall keep in his office, in books provided for the purpose, a true record of the names and residences of all stockholders of the corporation, of all changes in their residences of which he is informed, of the number of shares owned by each stockholder, of all transfers of shares and of every certificate issued by him; and shall keep on file all old certificates, transfers and deeds of shares delivered to him.
Source.
1860, 2353:1. GS 57:9; 134:10, 14. GL 62:9; 148:10, 14. PS 149:12. PL 227:13. RL 276:13.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:14 - Restraint of Sale.

296:14 Restraint of Sale. –
No corporation shall make any bylaw to restrain the free sale of shares of its stock; every such bylaw shall be void.
Source.
1849, 860:2. CS 147:21. GS 134:13. GL 148:13. PS 149:15. PL 227:14. RL 276:14.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:15 - Authority.

296:15 Authority. –
Any corporation now existing, or which may hereafter be established under the laws of this state, which has a capital stock and has among its objects a division of profits among its stockholders, may capitalize its undivided surplus profits by issuing to its stockholders certificates of stock representing their respective shares of the whole, or such part thereof as the corporation may determine, of any surplus profits belonging to the corporation and represented by cash or property.
Source.
1915, 82:1. PL 227:15. RL 276:15.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:16 - Conditions.

296:16 Conditions. –
For this surplus the corporation may increase its capital stock within the limits provided by law; but no stock representing undivided surplus profits shall be authorized to be issued at less than par, nor until a certified copy of the vote authorizing the same, and a certificate as hereinafter provided, shall have been recorded in the office of the clerk of the town in which its principal place of business is located and in the office of the secretary of state.
Source.
1915, 82:1. PL 227:16. RL 276:16.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:17 - Certificate.

296:17 Certificate. –
The certificate aforesaid shall be under oath and signed by the treasurer and a majority of the directors, and shall state the number of shares and the par value thereof issued to represent surplus profits, and that said stock represents cash or property at a fair valuation owned by the corporation.
Source.
1915, 82:1. PL 227:17. RL 276:17.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:18 - Exceptions.

296:18 Exceptions. –
The provisions of this subdivision shall not apply to railroad corporations and public utilities subject to the jurisdiction of the public service commission.
Source.
1915, 82:2. PL 227:18. RL 276:18.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:19 - Levying.

296:19 Levying. –
A corporation at its first meeting, or at a meeting called for the purpose, may make assessments upon the shares of its stock, not exceeding in the whole the amount at which the shares were originally limited; or such assessments may be made by the directors of the corporation; and the sums assessed shall be paid to the treasurer, within the times limited by the corporation or by the directors.
Source.
RS 141:11. CS 149:11. GS 134:15. GL 148:15. PS 149:16. PL 227:19. RL 276:19.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:20 - Neglect to Pay.

296:20 Neglect to Pay. –
If an owner of shares, being present, either in person or by proxy, at the meeting when any assessment is voted, or being notified thereof by the treasurer or cashier by letter, shall neglect to pay the sum so assessed on his shares for 30 days after the time appointed for the payment thereof, the treasurer or cashier may sell at auction a sufficient number of his shares to pay all assessments then due from him, with necessary charges.
Source.
RS 141:12. CS 149:12. GS 134:16. GL 148:16. PS 149:17. PL 227:20. RL 276:20.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:21 - Notice; Sale.

296:21 Notice;  Sale. –
The treasurer or cashier shall give notice of the time and place appointed for such sale, and of the sum due on each share, by publishing such notice in some newspaper printed in the vicinity where the corporation is established; and a deed of the shares made by the treasurer or cashier, in accordance with such sale, shall entitle the purchaser to a certificate therefor.
Source.
RS 141:13. CS 149:13. GS 134:17. GL 148:17. PS 149:18. PL 227:21. RL 276:21.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:22 - One Vote per Share.

296:22 One Vote per Share. –
Every stockholder in a corporation, except those whose charters or articles of agreement otherwise provide, may give one vote at any meeting thereof for every share of stock owned by such stockholder.
Source.
1846, 321:5. CS 147:14. GS 134:18. GL 148:18. PS 149:19. 1909, 3:1. 1919, 21:1. PL 227:22. RL 276:22.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:23 - Oath.

296:23 Oath. –
No person claiming to be a stockholder in his own right shall vote as such until he shall make oath, if required by any stockholder at such meeting, before a justice of the peace, that he is the absolute and bona fide owner of the shares claimed by him.
Source.
RS 140:42. CS 148:53. GS 134:19. GL 148:19. PS 149:20. PL 227:23. RL 276:23.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:24 - Unpaid Assessments.

296:24 Unpaid Assessments. –
No person shall vote on any shares until all assessments which have been ordered and have become due and payable thereon have been fully paid.
Source.
1849, 860:4. CS 147:16. GS 134:23. GL 148:23. PS 149:24. PL 227:24. RL 276:24.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:25 - By Representative, Etc.

296:25 By Representative, Etc. –
A person holding stock in a corporation as executor, administrator, guardian or trustee, and a person who has pledged his stock as collateral security, may vote thereon as a stockholder, upon producing, if his right is contested, evidence of his title satisfactory to the presiding officer.
Source.
RS 146:21. CS 147:19. 1856, 1839:2. GS 134:20. GL 148:20. PS 149:21. PL 227:25. RL 276:25.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:26 - Proxies.

296:26 Proxies. –
Any person, being authorized by a writing under the hand of one or more stockholders entitled to vote at any meeting of stockholders, such writing being filed with the clerk or cashier, may vote as proxy in the right of such stockholder or stockholders.
Source.
1846, 321:5. CS 147:14. GS 134:21. GL 148:21. PS 149:22. 1901, 68:1. 1919, 20:1. PL 227:26. RL 276:26.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:27 - Limitation.

296:27 Limitation. –
No proxy shall confer the right to vote at more than one meeting, which shall be named therein.
Source.
1849, 860:3. CS 147:15. GS 134:22. GL 148:22. PS 149:23. PL 227:27. RL 276:27.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:28 - Penalty.

296:28 Penalty. –
If any person shall fraudulently vote upon any share of which he is not the bona fide and absolute owner, except in the cases before provided for, or shall fraudulently procure or receive the transfer of a share for the purpose of voting thereon, he shall be guilty of a misdemeanor if a natural person, or guilty of a felony if any other person.
Source.
RS 146:21. CS 147:19. GS 134:25. GL 148:25. PS 149:26. PL 227:29. 1931, 86:2. RL 276:28. RSA 296:28. 1973, 528:190, eff. Oct. 31, 1973 at 11:59 p.m.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:29 - Inclusions.

296:29 Inclusions. –
The officers and stockholders of corporations whose object is a dividend of profits, except banks, building and loan associations, and corporations organized under or adopting the provisions of RSA 294, shall be individually liable for the debts and contracts of the corporation, in the cases and to the extent specified in this chapter, and not otherwise.
Source.
1846, 321:2. CS 147:1. GS 135:1. GL 149:1. PS 150:1. PL 228:1. RL 277:1.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:30 - Stock Not Paid in.

296:30 Stock Not Paid in. –
Every stockholder, except stockholders in railroads, and as provided in RSA 369:16, shall be liable for all debts and contracts of the corporation until the whole amount of the capital fixed and limited by the corporation, or in the event that the corporation has voted to issue stock to an amount less than the whole amount of its authorized capital, the amount which the corporation has voted to issue, shall have been paid in, and a certificate thereof has been filed and recorded as provided in RSA 296:37, and not afterward, except in the cases specified in RSA 294:104.
Source.
1846, 321:2. CS 147:1. 1856, 1852. GS 135:8. 1869, 39:1. GL 149:8. 1889, 63:1. PS 150:8. 1915, 80:1. PL 228:2. RL 277:2.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:31 - Payment for Stock.

296:31 Payment for Stock. –
No note or obligation given by a stockholder, whether secured by pledge or otherwise, shall be considered as payment for any part of the capital stock.
Source.
1846, 321:2. CS 147:1. GS 135:9. GL 149:9. PS 150:9. PL 228:4. RL 277:4.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:32 - Railroads.

296:32 Railroads. –
Stockholders in railroads shall be liable only to the amount of the par value of their stock therein and not otherwise.
Source.
1869, 39:1. GL 149:8. 1889, 63:1. PS 150:8. 1915, 80:1. PL 228:3. RL 277:3.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:33 - Lists of Stockholders to be Filed.

296:33 Lists of Stockholders to be Filed. –
The treasurer of every railroad corporation and the clerk of every other dividend paying corporation, except banks, until its capital stock is fully paid in and a certificate thereof filed and recorded, shall annually, on or before March first, cause to be filed and recorded, in the office of the clerk of the town or city in which the corporation has its principal place of business a list of the names and places of residence of all its stockholders certified under oath.
Source.
1846, 322:1. CS 147:8. 1860, 2353:4. GS 135:16. GL 149:16. PS 150:10. 1911, 159:1. PL 228:5. RL 277:5.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:34 - Penalty, Neglect.

296:34 Penalty, Neglect. –
If any such treasurer or clerk shall neglect to make such return he shall be guilty of a violation.
Source.
1846, 322:4. CS 147:11. 1860, 2353:4. GS 135:18. GL 149:18. PS 150:12. 1911, 159:1. PL 228:6. RL 177:6. RSA 296:34. 1973, 531:99, eff. Oct. 31, 1973 at 11:59 p.m.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:35 - Penalty, Wilful Fault.

296:35 Penalty, Wilful Fault. –
If any treasurer or clerk of the corporation shall wilfully omit or refuse to return the list, or to deliver to any stockholder such certificate, with intent to delay or defraud any stockholder or creditor of the corporation, he shall be guilty of a class B felony.
Source.
1846, 322:5. CS 147:12. 1860, 2353:4. GS 135:19. GL 149:19. PS 150:13. PL 228:8. RL 277:8. RSA 296:35. 1973, 528:191, eff. Oct. 31, 1973 at 11:59 p.m.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:36 - Effect of Return.

296:36 Effect of Return. –
Any person whose name shall be returned on the list shall be deemed a stockholder in the corporation until he shall cause to be filed and recorded by the town clerk a certificate of the transfer of all his stock, the time of such transfer and the names and places of residence of the persons to whom he sold, signed by the treasurer or clerk of the corporation, which certificate shall be made and delivered to him by such treasurer or clerk upon request, at any time after the transfers are delivered to him for record.
Source.
1846, 322:2. CS 147:9. 1860, 2353:4. GS 135:17. GL 149:17. PS 150:11. PL 228:7. RL 277:7.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:37 - Certificate That Stock is Fully Paid.

296:37 Certificate That Stock is Fully Paid. –
The directors and treasurer of every corporation, whose object is a dividend of profits, within 30 days after the whole amount of the capital stock fixed and limited by the corporation shall have been paid in, shall make and subscribe a certificate, under oath, of that fact and cause it to be recorded in the office of the clerk of the city or town where the corporation has its principal place of business.
Source.
RS 141:15-17. CS 149:15-17. GS 135:20. GL 149:20. PS 150:14. PL 228:9. RL 277:9.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:38 - Liability for Failure to File.

296:38 Liability for Failure to File. –
If they neglect so to do they shall be liable for all the debts of the corporation contracted after the expiration of said 30 days and before such certificate shall be so made and recorded.
Source.
RS 141:15-17. CS 149:15-17. GS 135:20. GL 149:20. PS 150:14. PL 228:10. RL 277:10.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:39 - Place of Filing.

296:39 Place of Filing. –
If any such corporation has no place of business in this state all certificates and other papers required by law to be filed or recorded in the town clerk's office shall be so filed or recorded in the office of the secretary of state.
Source.
CS 147:13. GS 135:10. GL 149:10. 1889, 14:1. PS 150:15. PL 228:11. RL 277:11.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:40 - False Certificates, Etc.

296:40 False Certificates, Etc. –
If any certificate, return or notice made or given in pursuance of the provisions of this subdivision shall be false in any material representation, all the officers who signed the same, knowing it to be so or without due inquiry, shall be individually liable for all the debts of the corporation contracted while they were in office.
Source.
1846, 321:1. CS 147:1, 7. GS 135:14. GL 149:14. PS 150:19. PL 228:12. RL 277:12.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:41 - Executors, Etc.

296:41 Executors, Etc. –
No person holding stock as executor, administrator, guardian or trustee, and no person holding stock as collateral security, shall be thereby personally subject to any liabilities as a stockholder; but the person pledging the stock shall be so liable, and the estate and funds in the hands of such executor, administrator, guardian or trustee shall be liable to the same extent as a holder thereof in his own right would be liable.
Source.
RS 146:22. CS 147:2. GS 135:13. GL 149:13. PS 150:20. PL 228:13. RL 277:13.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:42 - Contribution.

296:42 Contribution. –
Any stockholder who has voluntarily paid a debt or liability of a corporation, after demand for payment thereof, which he was legally holden to pay, may have contribution by a bill in equity against the other stockholders for such sum as he ought equitably to recover; but no director, officer or stockholder who advised or consented to any act in violation of the provisions of this subdivision shall recover against any stockholder who did not advise or consent thereto.
Source.
RS 146:5. 1843, 37:4. CS 147:6. 1857, 1962. GS 135:15. GL 149:15. PS 150:21. PL 228:14. RL 277:14.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 296 - Dividend-Paying Corporations › Section 296:43 - Recovery From Corporation.

296:43 Recovery From Corporation. –
Any officer of a corporation, who shall have paid a debt or liability of the corporation for which he is made liable by the provisions of this subdivision, may recover the amount so paid in a bill against the corporation; but he shall have no claim against the stockholders individually therefor.
Source.
RS 141:30. CS 149:30. GS 135:21. GL 149:21. PS 150:22. PL 228:15. RL 277:15.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 299 - Corporate Mortgages and Reorganization After Foreclosure › Section 299:1 - Franchises.

299:1 Franchises. –
A corporation which may lawfully mortgage its property may also include its franchises in such mortgage.
Source.
1905, 61:1. PL 230:1. RL 279:1.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 299 - Corporate Mortgages and Reorganization After Foreclosure › Section 299:2 - After-Acquired Property.

299:2 After-Acquired Property. –
Except as otherwise provided, corporate mortgage security for bonded or other indebtedness may include after-acquired property of the following classes: Real estate, franchises, fixtures, machinery and rolling stock.
Source.
1901, 66:1. 1905, 111:1. PL 230:2. RSA 299:2. 1959, 247:2, eff. July 1, 1961.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 299 - Corporate Mortgages and Reorganization After Foreclosure › Section 299:3 - Effect.

299:3 Effect. –
Such mortgage of after-acquired property shall not affect any builders' or other lien.
Source.
1901, 66:1. 1905, 111:1. PL 230:3. RL 279:3.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 299 - Corporate Mortgages and Reorganization After Foreclosure › Section 299:4 - Foreclosure Sales; Franchises.

299:4 Foreclosure Sales;  Franchises. –
The foreclosure of a mortgage of any corporation organized under the laws of this state shall inure to the benefit of the holders of bonds, coupons and other claims secured thereby, and whenever the franchises of the corporation are included in the mortgage with power of sale and foreclosure is made by decree of court, and the property, rights and franchises are sold thereunder, the purchasers of the property, rights and franchises of such corporation, their successors and assigns, shall be a corporation as of the date of foreclosure for all purposes, and they are vested with all the rights, powers, privileges, duties and liabilities of the original corporation under its charter or the general law.
Source.
1895, 52:1. PL 230:4. RL 279:4.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 299 - Corporate Mortgages and Reorganization After Foreclosure › Section 299:5 - Conveyance by Trustee.

299:5 Conveyance by Trustee. –
The trustee under such mortgage may, by auction sale, convey to said purchaser or to said new corporation all the right, title and interest under the mortgage and by virtue of the foreclosure thereof, and thereupon said trustees shall be discharged.
Source.
1895, 52:1. PL 230:5. RL 279:5.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 299 - Corporate Mortgages and Reorganization After Foreclosure › Section 299:6 - First Meeting.

299:6 First Meeting. –
The new corporation may call its first meeting in the manner provided for calling the first meeting of the original corporation, or any such purchaser may call the same by publication in some newspaper published in the city of Concord.
Source.
1895, 52:2. PL 230:6. RL 279:6.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 299 - Corporate Mortgages and Reorganization After Foreclosure › Section 299:7 - Powers.

299:7 Powers. –
It may use the old corporate name, or adopt a new one, by which it shall thereafter be known; may issue capital stock, as the directors may determine, in an amount not exceeding the purchase price at the foreclosure sale; shall file a certificate with the secretary of state, signed by its treasurer and a majority of its directors, setting forth the sale under foreclosure proceedings, the amount of capital as fixed at the first meeting and the corporate name adopted.
Source.
1895, 52:2. PL 230:7. RL 279:7.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:1 - Definitions.

301:1 Definitions. –
Terms used in this chapter have the following meaning:
I. Agricultural products includes horticultural, viticultural, forestry, dairy, live stock, poultry, bee, and any farm products.
II. Member includes actual members of associations without capital stock and holders of common stock in associations organized with capital stock.
III. Association means any corporation organized under this chapter.
IV. Person includes individuals, firms, partnerships, corporations, and associations.
V. Associations organized hereunder shall be deemed nonprofit.
Source.
1925, 33:1. PL 224:1. RL 273:1.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:2 - Incorporators.

301:2 Incorporators. –
Five or more persons, a majority of whom are residents of this state, engaged in the production of agricultural products, may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this chapter.
Source.
1925, 33:2. PL 224:2. RL 273:2.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:4 - Organization Certificate.

301:4 Organization Certificate. –
Before commencing business, the president, treasurer, and a majority of the directors shall prepare and file a certificate of organization, setting forth:
I. The name of the association.
II. The purposes for which it is formed.
III. The place where its principal business will be transacted.
IV. The number, names, and addresses of the directors thereof, and their term of office.
V. The name and residence of the clerk.
VI. If organized without capital stock, the voting privileges of members if otherwise than one vote to each member, whether the property rights and interests of the members are equal, and, if unequal, the general rules applicable to all members by which the property rights and interests, respectively, of each member shall be determined and fixed, and provision for the admission of new members who shall be entitled to share in the property of the association in accordance with such general rules. This provision or paragraph of the certificate of organization shall not be altered, amended, or replaced except by the written consent or vote representing
3/4 of the members.
VII. If organized with capital stock, the amount of such stock, the number of shares into which it is divided, and whether such stock be with or without nominal or par value; if such stock be with nominal or par value, the par value thereof and if such stock be without nominal or par value, every share of such stock shall be equal to every other such share except as may be provided in the vote authorizing the issue thereof; the voting privileges of stockholders, if otherwise than one vote to each stockholder, and the consideration for which capital stock is issued in accordance with the provisions of RSA 293-A.
VIII. The capital stock may be divided into preferred and one or more classes of common stock. If so divided, the certificate of organization shall contain a statement of the number of shares of stock to which preference is granted, the number of shares of stock to which no preference is granted, and the nature and definite extent of the preference and privileges granted to each.
IX. The certificate shall be subscribed by the president and a majority of the directors and sworn to by them; and shall, after being approved by the attorney general or assistant attorney general, be filed with the secretary of state. A certified copy shall also be filed with the commissioner of agriculture, markets, and food.
X. When so filed the said certificate of organization, or a certified copy thereof, shall be received in the courts of the state as prima facie evidence of the facts contained therein and of the due incorporation of such association.
Source.
1925, 33:6; 142:3. PL 224:4. 1931, 10:1, 2. 1939, 93:1. RL 273:4. RSA 301:4. 1995, 130:5. 2004, 248:21, eff. July 1, 2004.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:5 - Amendments to Certificate.

301:5 Amendments to Certificate. –
An association may amend its certificate of organization by the affirmative vote of
2/3 of the members voting thereon at any regular meeting, or at a special meeting called for that purpose, or if the association permits its members to vote on the basis of patronage, by the affirmative vote of a majority of the members and of
2/3 of the patronage, voting thereon. A written or printed notice of the proposed amendment and of the time and place of holding such meetings shall be delivered to each member, or mailed to his last known address as shown by the books of the association, at least 30 days prior to any such meetings. No amendment affecting the preferential rights of any outstanding stock shall be adopted until the written consent of the holders of
2/3 of the outstanding preference shares has been obtained. Amendments to the certificate of organization, when so adopted, shall be filed in accordance with the provisions of the preceding section.
Source.
1925, 33:7. PL 224:5. RL 273:5. 1945, 150:1, eff. May 9, 1945.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:6 - Fees for Filing.

301:6 Fees for Filing. –
For filing a certificate of organization, an association shall pay $25 to the secretary of state; and for filing an amendment thereto, $25.
Source.
1925, 33:30. PL 224:6. RL 273:6. 1949, 265:2. 2004, 248:22, eff. July 1, 2004.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:7 - Qualifications.

301:7 Qualifications. –
Under the terms and conditions prescribed in its bylaws, an association may admit as members, or issue common stock to, only cooperative marketing associations or persons engaged in the production of the agricultural products to be handled by or through the association, including the lessees and tenants of land used therefor and any lessors and landlords who receive any part of the agricultural products produced on the leased premises or of the sale price of such products as rent, or persons engaged in the production of agricultural products who purchase or hire from such association supplies, machinery or equipment for use in connection with the production or marketing of agricultural products.
Source.
1925, 33:5. PL 224:7. 1933, 73:2. RL 273:7.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:8 - Associations.

301:8 Associations. –
An association organized hereunder may become a member or stockholder of any other association or associations so organized.
Source.
1925, 33:5. PL 224:8. RL 273:8.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:9 - Representation.

301:9 Representation. –
If a member of a nonstock association be other than a natural person, such member may be represented by any individual, associate, officer, manager or member thereof, duly authorized in writing.
Source.
1925, 33:5. PL 224:9. RL 273:9.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:10 - Adoption.

301:10 Adoption. –
Each association shall, within 30 days after its organization, adopt for its government and management, a code of bylaws, not inconsistent with the powers granted hereby. A majority vote of the members or stockholders, or their written assent, is necessary to adopt such bylaws.
Source.
1925, 33:8. PL 224:10. RL 273:10.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:11 - Subject Matter.

301:11 Subject Matter. –
Each association may provide in its bylaws for any or all of the following matters:
I. The time, place and manner of calling and conducting its meetings.
II. The number of stockholders or members constituting a quorum.
III. The right of members or stockholders to vote by representation or by mail or by both; and the conditions, manner, form, and effect of such votes.
IV. The number of directors constituting a quorum.
V. The qualifications, compensation, duties and term of office of directors and officers; the time of their election and the mode and manner of giving notice thereof.
VI. Reasonable penalties for violations of the bylaws.
VII. The amount of entrance, organization and membership fees, if any; the manner of collecting the same; and the purposes for which they may be used.
VIII. The amount which each member or stockholder shall be required to pay annually or from time to time, if at all, to carry on the business of the association; the charges, if any, to be paid by each member or stockholder for services rendered by the association to him and the time of payment and manner of collection; and the marketing contract between the association and its members or stockholders, which every member or stockholder may be required to sign.
IX. The number and qualification of members or stockholders of the association and the conditions precedent to membership or ownership of common stock; the method, time and manner of permitting members to withdraw or the holders of common stock to transfer their stock; the manner of assignment and transfer of the interest of members and of the shares of common stock; the conditions upon which and time when a membership shall cease; the automatic suspension of the rights of a member when he ceases to be eligible to membership; the manner and effect of the expulsion of a member; the manner of determining the value of a member's interest and provision for its purchase by the association upon the death or withdrawal of a member or stockholder, or upon the expulsion of a member or forfeiture of his membership, or, at the option of the association, the purchase at a price fixed by conclusive appraisal by a board of appraisers. But in no case shall it be provided that the value or price of the stock shall be determined by any board on which the association shall have any greater voice than the member or his representative.
Source.
1925, 33:8; 142:1. PL 224:11. RL 273:11.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:12 - Regular.

301:12 Regular. –
In its bylaws each association shall provide for one or more regular meetings annually.
Source.
1925, 33:9. PL 224:12. RL 273:12.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:13 - Special.

301:13 Special. –
The board of directors shall have the right to call a special meeting at any time; and they shall call one upon the petition of not less than 10 percent of the members or stockholders, stating the specific business to be brought before the association.
Source.
1925, 33:9. PL 224:13. RL 273:13.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:14 - Notice.

301:14 Notice. –
Notice of each meeting, together with a statement of the purposes thereof, shall be mailed to each member at least 10 days prior to the meeting; provided, that the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation, published at the principal place of business of the association.
Source.
1925, 33:9. PL 224:14. RL 273:14.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:15 - Number; Qualifications.

301:15 Number;  Qualifications. –
The business of the association shall be managed by a board of not less than 5 directors, elected by the members or stockholders from their own number.
Source.
1925, 33:10. PL 224:15. RL 273:15.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:16 - Election.

301:16 Election. –
The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts, either directly or by district delegates elected by the members in that district, and in such case the bylaws shall specify the number of directors to be elected by each district, and the manner and method of reapportioning the directors and of redistricting the territory covered by the association.
Source.
1925, 33:10. PL 224:16. RL 273:16.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:17 - Primaries.

301:17 Primaries. –
The bylaws may provide that primary elections shall be held in each district, to elect the directors apportioned to such districts, and that the result of all such primary elections may be ratified by the next regular meeting of the association or may be deemed the act of the association.
Source.
1925, 33:10. PL 224:17. RL 273:17.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:18 - Nonmember Directors.

301:18 Nonmember Directors. –
The bylaws may provide that one or more directors may be appointed by any public official or commission or by the other directors selected by the members or their delegates. Such directors shall represent primarily the interest of the general public in such associations and need not be members or stockholders of the association, but shall have the same powers and rights as other directors. Such directors shall not number more than
1/5 of the entire board.
Source.
1925, 33:10. PL 224:18. RL 273:18.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:19 - Vacancies.

301:19 Vacancies. –
When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the bylaws provide for an election of directors by districts, and in such a case the board of directors shall immediately call a special meeting of the members, or stockholders, to fill the vacancy, in the district where it exists.
Source.
1925, 33:10. PL 224:19. RL 273:19.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:20 - Directors' Contracts.

301:20 Directors' Contracts. –
No director, during the term of his office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded each member or holder of common stock of the association or others, or upon terms differing from those generally current in that district.
Source.
1925, 33:10. PL 224:20. RL 273:20.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 301 - Cooperative Marketing and Rural Electrification Associations › Section 301:21 - Executive Committee.

301:21 Executive Committee. –
The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of that board.
Source.
1925, 33:10. PL 224:21. RL 273:21.