2023 New Hampshire Revised Statutes › Title XXXI - Trade and Commerce › Chapter 356-B - Condominium Act › Section 356-B:40 - Members of the Board of Directors and Officers.

356-B:40 Members of the Board of Directors and Officers. –
I. Except as provided in the declaration, the bylaws, paragraph II, or other provisions of this chapter, the board of directors acts on behalf of the association. In the performance of their duties, officers and members of the board of directors appointed by the declarant shall exercise the degree of care and loyalty to the association required of a trustee. Officers and members of the board of directors not appointed by the declarant shall exercise the degree of care and loyalty to the association required of an officer or director of a corporation organized under RSA 292, and are subject to the conflict of interest rules governing directors and officers under RSA 292. The standards of care and loyalty described in this paragraph apply regardless of the form in which the association is organized.
II. The board of directors shall not:
(a) Amend the declaration except as otherwise provided in this chapter.
(b) Amend the bylaws.
(c) Terminate the unit owners' association.
(d) Elect members of the board of directors but may fill vacancies in its membership for the unexpired portion of any term or, if earlier, until the next regularly scheduled election of executive board members.
(e) Determine the qualifications, powers, and duties, or terms of office of members of the board of directors.
II-a. An officer shall not directly receive any salary or compensation from the association for the performance of duties as an officer or board member and shall not in any other way benefit financially from service to the association.
II-b. If annually approved by a
2/3 majority of the voting interests present at a properly called meeting of the association, the association may waive the requirements of paragraph II-a.
III. The board of directors shall adopt budgets as provided in RSA 356-B:40-c.
IV. Subject to the provisions of paragraph V, the declaration may provide for a period of declarant control of the association, during which a declarant, or persons designated by the declarant, may appoint and remove the officers and members of the board of directors. A declarant may voluntarily surrender the right to appoint and remove officers and members of the board of directors before the period ends. In that event, the declarant may require during the remainder of the period that specified actions of the association or board of directors, as described in a recorded instrument executed by the declarant, be approved by the declarant before they become effective. Regardless of the period provided in the declaration, and except as provided in RSA 356-B:36, a period of declarant control terminates no later than the earliest of:
(a) Sixty days after conveyance of 60 percent of the units that may be created to unit owners other than a declarant;
(b) Two years after all declarants have ceased to offer units for sale in the ordinary course of business;
(c) Two years after any right to add new units was last exercised; or
(d) The date the declarant, after giving notice in a record to unit owners, records an instrument voluntarily surrendering all rights to control activities of the association.
V. Not later than 60 days after conveyance of
1/4 of the units that may be created to unit owners other than a declarant, at least one member and not less than 25 percent of the members of the board of directors shall be elected by unit owners other than the declarant. Not later than 60 days after conveyance of
1/2 of the units that may be created to unit owners other than a declarant, not less than
1/2 of the members of the board of directors shall be elected by unit owners other than the declarant.
VI. Not later than the termination of any period of declarant control, the unit owners shall elect a board of directors with at least 3 members, a majority of whom shall be unit owners. Unless the declaration provides for the election of officers by the unit owners, the board of directors shall elect the officers. The members of the board of directors and officers shall take office upon election or appointment.
VII. If the condominium instruments provide that any officer or officers must be unit owners, then any such officer who disposes of all of his or her units in fee or for a term or terms of more than one year shall be deemed disqualified from continuing in office unless the condominium instruments otherwise provide, or unless the officer acquires or contracts to acquire another unit in the condominium under terms giving the officer a right of occupancy thereto effective on or before the termination of the right of occupancy under such disposition or dispositions.
VIII. If the condominium instruments provide that any officer or officers must be unit owners, then notwithstanding the provisions of RSA 356-B:12, I, the term "unit owner" in such context shall, unless the condominium instruments otherwise provide, be deemed to include, without limitation, any director, officer, partner in, or trustee of any person which is, either alone or in conjunction with another person or persons, a unit owner. Any officer who would not be eligible to serve as such were he or she not director, officer, partner in, or trustee of such a person shall be deemed disqualified from continuing in office if the officer ceases to have any such affiliation with that person, or if that person would itself have been deemed to have disqualified itself from continuing in such office under paragraph I were it a natural person holding such office.
IX. Any officer is a suitable person to receive service of process in any proceeding against the association.
X. For the purpose of receipt of notification by a municipality of a local land use board hearing, the officers shall be responsible for serving as agents of the unit owners' association.
Source.
1977, 468:1. 1986, 33:1, eff. June 28, 1986. 2016, 311:2, eff. Aug. 1, 2016.