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2018 New Hampshire Revised Statutes
Title XXVII - Corporations, Associations, and Proprietors of Common Lands
Chapter 292 - Voluntary Corporations and Associations
Section 292:2 - Articles of Agreement.
Universal Citation: NH Rev Stat § 292:2 (2018)
292:2 Articles of Agreement. –
The articles of agreement shall contain the following:
I. The name of the corporation.
II. The object for which the corporation is established.
II-a. The provisions for establishing criteria and procedures for membership and participation in the corporation.
III. The provisions for disposition of the corporate assets in the event of dissolution of the corporation, including the prioritization of rights of shareholders and members to corporate assets.
IV. The address at which the business of the corporation is to be carried on.
V. The amount of capital stock, if any, or the number of shares or membership certificates, if any, and provisions for retirement, reacquisition and redemption of those shares or certificates.
V-a. (a) The articles of agreement may contain a provision eliminating or limiting the personal liability of a director, an officer, or both, to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, an officer, or both, except with respect to:
(1) Any breach of the director's or officer's duty of loyalty to the corporation or its shareholders.
(2) Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law.
(3) Any transaction from which the director, officer, or both, derived an improper personal benefit.
(b) This paragraph shall not be construed to eliminate or limit the liability of a director, an officer, or both, for any act or omission occurring before January 1, 1992.
VI. The signature and post office address of each of the persons associating together to form the corporation.
The articles of agreement shall contain the following:
I. The name of the corporation.
II. The object for which the corporation is established.
II-a. The provisions for establishing criteria and procedures for membership and participation in the corporation.
III. The provisions for disposition of the corporate assets in the event of dissolution of the corporation, including the prioritization of rights of shareholders and members to corporate assets.
IV. The address at which the business of the corporation is to be carried on.
V. The amount of capital stock, if any, or the number of shares or membership certificates, if any, and provisions for retirement, reacquisition and redemption of those shares or certificates.
V-a. (a) The articles of agreement may contain a provision eliminating or limiting the personal liability of a director, an officer, or both, to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, an officer, or both, except with respect to:
(1) Any breach of the director's or officer's duty of loyalty to the corporation or its shareholders.
(2) Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law.
(3) Any transaction from which the director, officer, or both, derived an improper personal benefit.
(b) This paragraph shall not be construed to eliminate or limit the liability of a director, an officer, or both, for any act or omission occurring before January 1, 1992.
VI. The signature and post office address of each of the persons associating together to form the corporation.
Source. RS 145:2. CS 152:2. 1866, 4224:2. GS 137:2; 138:2. GL 151:2; 152:2. PS 147:2. PL 223:2. RL 272:2. RSA 292:2. 1971, 73:1. 1991, 261:4. 2010, 105:1, eff. July 25, 2010.
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