reglab/statecodes huggingface dataset:
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:7.44 - Dismissal.

293-A:7.44 Dismissal. –
(a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in RSA 293-A:7.44(b) or RSA 293-A:7.44(e) has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation.
(b) Unless a panel is appointed pursuant to RSA 293-A:7.44(e), the determination in RSA 293-A:7.44(a) shall be made by:
(1) a majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or
(2) a majority vote of a committee consisting of 2 or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.
(c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either (1) that a majority of the board of directors did not consist of qualified directors at the time the determination was made or (2) that the requirements of subsection (a) have not been met.
(d) If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) have not been met; if not, the corporation shall have the burden of proving that the requirements of subsection (a) have been met.
(e) Upon motion by the corporation, the court may appoint a panel of one or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) have not been met.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:7.45 - Discontinuance or Settlement.

293-A:7.45 Discontinuance or Settlement. –
A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:7.46 - Payment of Expenses.

293-A:7.46 Payment of Expenses. –
On termination of the derivative proceeding the court may:
(1) order the corporation to pay the plaintiff's expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;
(2) order the plaintiff to pay any defendant's expenses, including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or
(3) order a party to pay an opposing party's expenses, including counsel fees, incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:7.47 - Applicability to Foreign Corporations.

293-A:7.47 Applicability to Foreign Corporations. –
In any derivative proceeding in the right of a foreign corporation, the matters covered by this subdivision shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for RSA 293-A:7.43, RSA 293-A:7.45, and RSA 293-A:7.46.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:7.48 - Shareholder Action to Appoint Custodian or Receiver.

293-A:7.48 Shareholder Action to Appoint Custodian or Receiver. –
(a) The superior court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may appoint one or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that:
(1) the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or
(2) the directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.
(b) The court:
(1) may issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;
(2) shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and
(3) has jurisdiction over the corporation and all of its property, wherever located.
(c) The court may appoint an individual or domestic or foreign corporation (authorized to transact business in this state) as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.
(d) The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers:
(1) a custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and
(2) a receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and (ii) may sue and defend in the receiver's own name as receiver in all courts of this state.
(e) The court during a custodianship may redesignate the custodian a receiver, and during a receivership, may redesignate the receiver a custodian if doing so is in the best interests of the corporation.
(f) The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.01 - Requirement for and Functions of Board of Directors.

293-A:8.01 Requirement for and Functions of Board of Directors. –
(a) Except as provided in RSA 293-A:7.32, each corporation must have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under RSA 293-A:7.32.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.02 - Qualifications of Directors.

293-A:8.02 Qualifications of Directors. –
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.03 - Number and Election of Directors.

293-A:8.03 Number and Election of Directors. –
(a) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
(b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.
(c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under RSA 293-A:8.06.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.04 - Election of Directors by Certain Classes of Shareholders.

293-A:8.04 Election of Directors by Certain Classes of Shareholders. –
If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class (or classes) of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.05 - Terms of Directors Generally.

293-A:8.05 Terms of Directors Generally. –
(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with RSA 293-A:8.06, at the applicable second or third, annual shareholders' meeting following their election, except to the extent (i) provided in RSA 293-A:10.22 if a bylaw electing to be governed by that section is in effect; or (ii) a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.
(c) A decrease in the number of directors does not shorten an incumbent director's term.
(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.
(e) Except to the extent otherwise provided in the articles of incorporation or under RSA 293-A:10.22, if a bylaw electing to be governed by that section is in effect, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or there is a decrease in the number of directors.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.06 - Staggered Terms for Directors.

293-A:8.06 Staggered Terms for Directors. –
The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into 2 or 3 groups, with each group containing
1/2 or
1/3 of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of 2 years or 3 years, as the case may be, to succeed those whose terms expire.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.07 - Resignation of Directors.

293-A:8.07 Resignation of Directors. –
(a) A director may resign at any time by delivering a written resignation to the board of directors, or its chair, or to the secretary of the corporation.
(b) A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.08 - Removal of Directors by Shareholders.

293-A:8.08 Removal of Directors by Shareholders. –
(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.
(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove exceeds the number of votes cast not to remove the director.
(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.09 - Removal of Directors by Judicial Proceeding.

293-A:8.09 Removal of Directors by Judicial Proceeding. –
(a) The superior court of the county where a corporation's principal office (or, if none in this state, its registered office) is located may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that: (1) the director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and (2) considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.
(b) A shareholder proceeding on behalf of the corporation under subsection (a) shall comply with all of the requirements of RSA 293-A:7.40 through RSA 293-A:7.47, except RSA 293-A:7.41(1).
(c) The court, in addition to removing the director, may bar the director from reelection for a period prescribed by the court.
(d) Nothing in this section limits the equitable powers of the court to order other relief.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.10 - Vacancy on Board.

293-A:8.10 Vacancy on Board. –
(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1) the shareholders may fill the vacancy;
(2) the board of directors may fill the vacancy; or
(3) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.
(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under RSA 293-A:8.07(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.11 - Compensation of Directors.

293-A:8.11 Compensation of Directors. –
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.20 - Meetings.

293-A:8.20 Meetings. –
(a) The board of directors may hold regular or special meetings in or out of this state.
(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors 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 in a meeting by this means is deemed to be present in person at the meeting.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.21 - Action Without Meeting.

293-A:8.21 Action Without Meeting. –
(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by unanimous consent of all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.22 - Notice of Meeting.

293-A:8.22 Notice of Meeting. –
(a) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least 2 days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.23 - Waiver of Notice.

293-A:8.23 Waiver of Notice. –
(a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.24 - Quorum and Voting.

293-A:8.24 Quorum and Voting. –
(a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this chapter, a quorum of a board of directors consists of:
(1) a majority of the fixed number of directors if the corporation has a fixed board size; or
(2) a majority of the number of directors prescribed or, if no number is prescribed, the number in office immediately before the meeting begins if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than
1/3 of the fixed or prescribed number of directors determined under subsection (a).
(c) 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 of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.
(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) the director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; (2) the dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.25 - Committees.

293-A:8.25 Committees. –
(a) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, a board of directors may create one or more committees and appoint one or more members of the board of directors to serve on any such committee.
(b) Unless this chapter otherwise provides, the creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken, or (2) the number of directors required by the articles of incorporation or bylaws to take action under RSA 293-A:8.24.
(c) RSA 293-A:8.20 through RSA 293-A:8.24 apply both to committees of the board and to their members.
(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the powers of the board of directors under RSA 293-A:8.01.
(e) A committee may not, however:
(1) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;
(2) approve or propose to shareholders action that this chapter requires be approved by shareholders;
(3) fill vacancies on the board of directors or, subject to subsection (g), on any of its committees; or
(4) adopt, amend, or repeal bylaws.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in RSA 293-A:8.30.
(g) The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.26 - Submission of Matters for Shareholder Vote.

293-A:8.26 Submission of Matters for Shareholder Vote. –
A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.30 - Standards of Conduct for Directors.

293-A:8.30 Standards of Conduct for Directors. –
(a) Each member of the board of directors, when discharging the duties of a director, shall act: (1) in good faith, and (2) in a manner the director reasonably believes to be in the best interests of the corporation.
(b) The members of the board of directors or a committee of the board, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
(c) In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.
(d) In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in subsection (f)(1) or subsection (f)(3) to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.
(e) In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (f).
(f) A director is entitled to rely, in accordance with subsection (d) or (e), on:
(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;
(2) legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence; or
(3) a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.33 - Directors' Liability for Unlawful Distributions.

293-A:8.33 Directors' Liability for Unlawful Distributions. –
(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to RSA 293-A:6.40(a) or RSA 293-A:14.09(a) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating RSA 293-A:6.40(a) or RSA 293-A:14.09(a) if the party asserting liability establishes that when taking the action the director did not comply with RSA 293-A:8.30.
(b) A director held liable under subsection (a) for an unlawful distribution is entitled to:
(1) contribution from every other director who could be held liable under subsection (a) for the unlawful distribution; and
(2) recoupment from each shareholder of the pro-rata portion of the amount of the unlawful distribution the shareholder accepted, knowing the distribution was made in violation of RSA 293-A:6.40(a) or RSA 293-A:14.09(a).
(c) A proceeding to enforce:
(1) the liability of a director under subsection (a) is barred unless it is commenced within 2 years after the date: (i) on which the effect of the distribution was measured under RSA 293-A:6.40(e) or (g); (ii) as of which the violation of RSA 293-A:6.40(a) occurred as the consequence of disregard of a restriction in the articles of incorporation; or (iii) on which the distribution of assets to shareholders under RSA 293-A:14.09(a) was made; or
(2) contribution or recoupment under subsection (b) is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a).
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.40 - Officers.

293-A:8.40 Officers. –
(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
(c) The bylaws or the board of directors shall assign to one of the officers responsibility for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation required to be kept under RSA 293-A:16.01(a) and RSA 293-A:16.01(e).
(d) The same individual may simultaneously hold more than one office in a corporation.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.41 - Functions of Officers.

293-A:8.41 Functions of Officers. –
Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.42 - Standards of Conduct for Officers.

293-A:8.42 Standards of Conduct for Officers. –
(a) An officer, when performing in such capacity, has the duty to act:
(1) in good faith;
(2) with the care that a person in a like position would reasonably exercise under similar circumstances; and
(3) in a manner the officer reasonably believes to be in the best interests of the corporation.
(b) The duty of an officer includes the obligation:
(1) to inform the superior officer to whom, or the board of directors or the committee thereof to which, the officer reports of information about the affairs of the corporation known to the officer, within the scope of the officer's functions, and known to the officer to be material to such superior officer, board, or committee; and
(2) to inform his or her superior officer, or another appropriate person within the corporation, or the board of directors, or a committee thereof, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.
(c) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on:
(1) the performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or
(2) information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence.
(d) An officer shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.43 - Resignation and Removal of Officers.

293-A:8.43 Resignation and Removal of Officers. –
(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, the board or the appointing officer may fill the pending vacancy before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.
(b) An officer may be removed at any time with or without cause by: (i) the board of directors; (ii) the officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or (iii) any other officer if authorized by the bylaws or the board of directors.
(c) In this section, "appointing officer" means the officer (including any successor to that officer) who appointed the officer resigning or being removed.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.44 - Contract Rights of Officers.

293-A:8.44 Contract Rights of Officers. –
(a) The appointment of an officer does not itself create contract rights.
(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.50 - Subdivision Definitions.

293-A:8.50 Subdivision Definitions. –
(a) In this subdivision:
(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger.
(2) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
(3) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred with respect to a proceeding.
(4) "Official capacity" means: (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an officer, as contemplated in RSA 293-A:8.56, the office in a corporation held by the officer. "Official capacity" does not include service for any other domestic or foreign corporation or any partnership, joint venture, trust, employee benefit plan, or other entity.
(5) "Party" means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, and whether formal or informal.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.51 - Permissible Indemnification.

293-A:8.51 Permissible Indemnification. –
(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:
(1)(i) the director conducted himself or herself in good faith; and
(ii) reasonably believed:
(A) in the case of conduct in an official capacity, that his or her conduct was in the best interests of the corporation; and
(B) in all other cases, that the director's conduct was at least not opposed to the best interests of the corporation; and
(C) in the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful; or
(b) the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation (as authorized by RSA 293-A:2.02(b)(5)).
(c) 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 participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of RSA 293-A:8.51(a)(1)(ii)(B).
(d) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
(e) Unless ordered by a court under RSA 293-A:8.54(a)(3), a corporation may not indemnify a director:
(1) in connection with a proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a); or
(2) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which he or she was not entitled, whether or not involving action in the director's official capacity.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.52 - Mandatory Indemnification.

293-A:8.52 Mandatory Indemnification. –
A 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 he or she was a director of the corporation against expenses incurred by the director in connection with the proceeding.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.53 - Advance for Expenses.

293-A:8.53 Advance for Expenses. –
(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a member of the board of directors if the director delivers to the corporation:
(1) a signed written affirmation of the director's good faith belief that the relevant standard of conduct described in RSA 293-A:8.51 has been met by the director or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by RSA 293-A:2.02(b)(4); and
(2) a signed written undertaking of the director to repay any funds advanced if the director is not entitled to mandatory indemnification under RSA 293-A:8.52 and it is ultimately determined under RSA 293-A:8.54 or RSA 293-A:8.55 that the director has not met the relevant standard of conduct described in RSA 293-A:8.51.
(b) The undertaking required by subsection (a)(2) 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.
(c) Authorizations under this section shall be made:
(1) by the board of directors:
(i) if there are 2 or more qualified directors, by a majority vote of all the qualified directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of 2 or more qualified directors appointed by such a vote; or
(ii) if there are fewer than 2 qualified directors, by the vote necessary for action by the board in accordance with RSA 293-A:8.24(c), in which authorization directors who are not qualified directors may participate; or
(2) by the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.54 - Court-Ordered Indemnification and Advance for Expenses.

293-A:8.54 Court-Ordered Indemnification and Advance for Expenses. –
(a) A director who is a party to a proceeding because he or she 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. After receipt of an application and after giving any notice it considers necessary, the court shall:
(1) order indemnification if the court determines that the director is entitled to mandatory indemnification under RSA 293-A:8.52;
(2) order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by RSA 293-A:8.58(a); or
(3) order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:
(i) to indemnify the director; or
(ii) to advance expenses to the director, even if he or she has not met the relevant standard of conduct set forth in RSA 293-A:8.51(a), failed to comply with RSA 293-A:8.53, or was adjudged liable in a proceeding referred to in RSA 293-A:8.51(e)(1) or (e)(2), but if the director was adjudged so liable indemnification shall be limited to expenses incurred in connection with the proceeding.
(b) If the court determines that the director is entitled to indemnification under subsection (a)(1) or to indemnification or advance for expenses under subsection (a)(2), it shall also order the corporation to pay the director's expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3), it may also order the corporation to pay the director's expenses to obtain court-ordered indemnification or advance for expenses.
Source.
2013, 142:1, eff. Jan. 1, 2014.
2023 New Hampshire Revised Statutes › Title XXVII - Corporations, Associations, and Proprietors of Common Lands › Chapter 293-A - New Hampshire Business Corporation Act › Section 293-A:8.55 - Determination and Authorization of Indemnification.

293-A:8.55 Determination and Authorization of Indemnification. –
(a) A corporation may not indemnify a director under RSA 293-A:8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in RSA 293-A:8.51.
(b) The determination shall be made:
(1) if there are 2 or more qualified directors, by the board of directors by a majority vote of all the qualified directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of 2 or more qualified directors appointed by such a vote;
(2) by special legal counsel:
(i) selected in the manner prescribed in subdivision (1); or
(ii) if there are fewer than 2 qualified directors, selected by the board of directors, (in which selection directors who are not qualified directors may participate); or
(3) by the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.
(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible except that if there are fewer than 2 qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection (b)(2)(ii).
Source.
2013, 142:1, eff. Jan. 1, 2014.