{"id": "SB308", "year": 1992, "term": "1991-1992", "title": "revising the business corporation act.", "narrative": "It was introduced on January 8, 1992 and referred to the Senate Judiciary committee. The committee held a public hearing on January 21, 1992. The committee recommended that the Senate make no recommendation. On March 5, 1992 the Senate voted to pass it with changes on a voice vote. It crossed to the House on March 5, 1992 and was referred to the House Judiciary committee. The committee held a public hearing on April 2, 1992. The majority of the committee recommended that the House pass it with changes unanimously, 14\u20130. On April 22, 1992 the House voted to pass it with changes on a voice vote. On April 23, 1992 the Senate voted to reject the other chamber's changes on a voice vote. On April 23, 1992 the House adopted \u201cAccede to Request for Committee of Conference\u201d on a voice vote. A committee of conference met on April 28, 1992 to try to settle the differences between the two chambers' versions of the bill. On May 6, 1992 the House adopted \u201cConference Committee Report\u201d on a voice vote. On May 6, 1992 the Senate adopted \u201cConference Committee Report\u201d on a voice vote. The bill was enrolled on May 7, 1992 \u2014 the final check of the text before it goes to the governor. The governor signed it on May 14, 1992, making it Chapter 255 of the session laws. It took effect on January 1, 1993.", "stages": [{"label": "Senate Committee (Judiciary)", "hand": "S:committee", "text": "It was introduced on January 8, 1992 and referred to the Senate Judiciary committee. The committee held a public hearing on January 21, 1992. The committee recommended that the Senate make no recommendation.", "notes": []}, {"label": "On the Senate Floor", "hand": "S:floor", "text": "On March 5, 1992 the Senate voted to pass it with changes on a voice vote.", "notes": []}, {"label": "House Committee (Judiciary)", "hand": "H:committee", "text": "It crossed to the House on March 5, 1992 and was referred to the House Judiciary committee. The committee held a public hearing on April 2, 1992. The majority of the committee recommended that the House pass it with changes unanimously, 14\u20130.", "notes": []}, {"label": "On the House Floor", "hand": "H:floor", "text": "On April 22, 1992 the House voted to pass it with changes on a voice vote.", "notes": []}, {"label": "On the Senate Floor", "hand": "S:floor", "text": "On April 23, 1992 the Senate voted to reject the other chamber's changes on a voice vote.", "notes": []}, {"label": "On the House Floor", "hand": "H:floor", "text": "On April 23, 1992 the House adopted \u201cAccede to Request for Committee of Conference\u201d on a voice vote.", "notes": []}, {"label": "Committee of Conference", "hand": "C:conference", "text": "A committee of conference met on April 28, 1992 to try to settle the differences between the two chambers' versions of the bill.", "notes": []}, {"label": "On the House Floor", "hand": "H:floor", "text": "On May 6, 1992 the House adopted \u201cConference Committee Report\u201d on a voice vote.", "notes": []}, {"label": "On the Senate Floor", "hand": "S:floor", "text": "On May 6, 1992 the Senate adopted \u201cConference Committee Report\u201d on a voice vote.", "notes": []}, {"label": "With the Governor", "hand": "G:governor", "text": "The bill was enrolled on May 7, 1992 \u2014 the final check of the text before it goes to the governor. The governor signed it on May 14, 1992, making it Chapter 255 of the session laws. It took effect on January 1, 1993.", "notes": []}], "notes": [], "vote_note": "", "events": [{"date": "1992-01-08", "text": "INTRODUCED AND REF TO JUDICIARY", "routine": false, "cite": "SJ 1"}, {"date": "1992-01-16", "text": "==CANCELLED==HEARING JAN16 01:00 RM103,LOB FOR: JUDICIARY", "routine": false, "row_note": "A cancellation. The history does not tell a meeting the docket called off.", "called_off": true}, {"date": "1992-01-21", "text": "RESCHEDULED HEARING JAN21 01:00 RM103,LOB FOR: JUDICIARY", "routine": false}, {"date": "1992-03-04", "text": "COMM REPORT WITHOUT RECOMMENDATION MAR05", "routine": false}, {"date": "1992-03-05", "text": "SEN RUSSMAN MOVED OTP, MA VV; SEN RUSSMAN FL AM, AA VV; PASSED WITH AM VV; SJ9,P198-254 + 265", "routine": false, "cite": "SJ 9"}, {"date": "1992-03-05", "text": "INTRODUCED AND REF TO JUDICIARY; HJ58,P1521", "routine": false, "cite": "HJ 58"}, {"date": "1992-03-09", "text": "IN SEAT POCKET ON 03/10/92 DUE ON 04/16/92", "routine": false}, {"date": "1992-04-02", "text": "HEARING APR02 10:00 RM208,LOB FOR: JUDICIARY", "routine": false}, {"date": "1992-04-16", "text": "MAJ REPORT OTP/AM FOR APR22 (VOTE 14-0)", "routine": false}, {"date": "1992-04-22", "text": "COMM AM, AA VV; PASSED WITH AM VV; HJ77,P2006-2055 + 2056", "routine": false, "cite": "HJ 77"}, {"date": "1992-04-23", "text": "SEN NONC WITH HOUSE AM REQ CONF COMM, SEN PODLES MA VV; SJ20,P571", "routine": false, "cite": "SJ 20"}, {"date": "1992-04-23", "text": "<PRES APPTS SENS: PODLES, HOLLINGWORTH & COLANTUONO>", "routine": false}, {"date": "1992-04-23", "text": "HOUSE ACCEDED TO REQ FOR CONF COMM, REP LOWN MA VV; HJ79,P2074", "routine": false, "cite": "HJ 79"}, {"date": "1992-04-23", "text": "<SPKR APPTS REPS: N. FORD, MOORE, LOCKWOOD & BURLING>", "routine": false}, {"date": "1992-04-28", "text": "CONF COMM MEETING APR28 01:00 RM103,LOB", "routine": false}, {"date": "1992-04-30", "text": "CONF COMM REPORT (H AM) FILED", "routine": false}, {"date": "1992-05-06", "text": "CONF COMM REPORT ADOPTED VV; HJ82,P2109", "routine": false, "cite": "HJ 82"}, {"date": "1992-05-06", "text": "CONF COMM REPORT ADOPTED VV; SJ21,P641", "routine": false, "cite": "SJ 21"}, {"date": "1992-05-07", "text": "ENROLLED; SJ22,P719", "routine": false, "cite": "SJ 22", "plain": "Enrolled: the final text checked before it goes to the Governor"}, {"date": "1992-05-07", "text": "ENROLLED; HJ87,P2200", "routine": false, "cite": "HJ 87", "plain": "Enrolled: the final text checked before it goes to the Governor"}, {"date": "1992-05-14", "text": "SIGNED BY GOVERNOR 05/14/92 EFF: 01/01/93 CHAP.0255", "routine": false}], "next_step": "Signed into law", "archived": {"docket": true, "sponsors": true, "reports": false, "votes": false, "video": false, "hearings": true, "committee": true}, "status_source": "General Court docket", "chapter": "255", "journey": {"steps": [{"date": "1992-03-05", "body": "S", "act": "passed", "mark": "p", "text": "Passed with an amendment on a voice vote"}, {"date": "1992-04-22", "body": "H", "act": "passed", "mark": "p", "text": "Passed with an amendment on a voice vote"}, {"date": "1992-04-23", "body": "S", "act": "nonconcurred", "mark": "h", "text": "Refused the House's amendment and asked for a committee of conference on a voice vote"}, {"date": "1992-05-06", "body": "H", "act": "conf_adopted", "mark": "p", "text": "Adopted the conference report on a voice vote"}, {"date": "1992-05-06", "body": "S", "act": "conf_adopted", "mark": "p", "text": "Adopted the conference report on a voice vote"}, {"date": "1992-05-14", "body": "G", "act": "signed", "mark": "p", "text": "Signed"}, {"date": "", "body": "L", "act": "law", "text": "Chapter 255, in effect Jan 1, 1993", "mark": "p"}], "rail": [{"stop": "Introduced", "mark": "p", "date": "1992-01-08", "say": "Introduced"}, {"stop": "Senate", "mark": "p", "date": "1992-03-05", "say": "Passed with an amendment on a voice vote"}, {"stop": "House", "mark": "p", "date": "1992-04-22", "say": "Passed with an amendment on a voice vote"}, {"stop": "Governor", "mark": "p", "date": "1992-05-14", "say": "Signed"}, {"stop": "Law", "mark": "p", "date": "1993-01-01", "say": "Chapter 255, in effect Jan 1, 1993"}]}, "text_url": "", "facts": {"gen_status": "SIGNED BY GOVERNOR", "house_status": "CONFERENCE REPORT ADOPTED", "senate_status": "CONFERENCE REPORT ADOPTED"}, "sponsors": [{"member_id": "", "name": "W. King", "party": "", "chamber": "S", "county": "", "district": "2", "label": "Sen. W. King (SD2)", "sequence": 0, "prime": true, "source": "bill text", "prime_inferred": true, "as_printed": "Sen. W. King of Dist. 2", "display_plain": "Sen. W. King", "display": "Sen. W. King", "display_full": "Sen. W. King (SD2)", "district_label": "SD2", "sort": "king, w.", "slug": ""}, {"member_id": "", "name": "Shaheen", "party": "", "chamber": "S", "county": "", "district": "21", "label": "Sen. Shaheen (SD21)", "sequence": 1, "prime": false, "source": "bill text", "prime_inferred": true, "as_printed": "Sen. Shaheen of Dist. 21", "display_plain": "Sen. Shaheen", "display": "Sen. Shaheen", "display_full": "Sen. Shaheen (SD21)", "district_label": "SD21", "sort": "shaheen", "slug": ""}, {"member_id": "", "name": "Fraser", "party": "", "chamber": "S", "county": "", "district": "4", "label": "Sen. Fraser (SD4)", "sequence": 2, "prime": false, "source": "bill text", "prime_inferred": true, "as_printed": "Sen. Fraser of Dist. 4", "display_plain": "Sen. Fraser", "display": "Sen. Fraser", "display_full": "Sen. Fraser (SD4)", "district_label": "SD4", "sort": "fraser", "slug": ""}, {"member_id": "", "name": "Currier", "party": "", "chamber": "S", "county": "", "district": "7", "label": "Sen. Currier (SD7)", "sequence": 3, "prime": false, "source": "bill text", "prime_inferred": true, "as_printed": "Sen. Currier of Dist. 7", "display_plain": "Sen. Currier", "display": "Sen. Currier", "display_full": "Sen. Currier (SD7)", "district_label": "SD7", "sort": "currier", "slug": ""}, {"member_id": "", "name": "Jasper", "party": "", "chamber": "H", "county": "Hillsborough", "district": "19", "label": "Rep. Jasper (Hills 19)", "sequence": 4, "prime": false, "source": "bill text", "prime_inferred": true, "as_printed": "Rep. Jasper of Hillsborough Dist. 19", "display_plain": "Rep. Jasper", "display": "Rep. Jasper", "display_full": "Rep. Jasper (Hills 19)", "district_label": "Hills 19", "sort": "jasper", "slug": ""}, {"member_id": "", "name": "Jacobson", "party": "", "chamber": "H", "county": "Merrimack", "district": "2", "label": "Rep. Jacobson (Merr 2)", "sequence": 5, "prime": false, "source": "bill text", "prime_inferred": true, "as_printed": "Rep. Jacobson of Merrimack Dist. 2", "display_plain": "Rep. Jacobson", "display": "Rep. Jacobson", "display_full": "Rep. Jacobson (Merr 2)", "district_label": "Merr 2", "sort": "jacobson", "slug": ""}, {"member_id": "", "name": "Mercer", "party": "", "chamber": "H", "county": "Hillsborough", "district": "23", "label": "Rep. Mercer (Hills 23)", "sequence": 6, "prime": false, "source": "bill text", "prime_inferred": true, "as_printed": "Rep. Mercer of Hillsborough Dist. 23", "display_plain": "Rep. Mercer", "display": "Rep. Mercer", "display_full": "Rep. Mercer (Hills 23)", "district_label": "Hills 23", "sort": "mercer", "slug": ""}], "rollcalls": [{"date": "1992-03-05", "body": "S", "question": "Ought to Pass with Amendment", "mover": "", "yeas": null, "nays": null, "passed": true, "vote_kind": "VV", "vote_kind_label": "voice vote", "threshold_note": null, "tally": {}, "members": [], "amendment": null, "mk": "otpa", "mf": {}}, {"date": "1992-04-22", "body": "H", "question": "Ought to Pass with Amendment", "mover": "", "yeas": null, "nays": null, "passed": true, "vote_kind": "VV", "vote_kind_label": "voice vote", "threshold_note": null, "tally": {}, "members": [], "amendment": null, "mk": "otpa", "mf": {}}, {"date": "1992-04-23", "body": "S", "question": "Nonconcur and Request Committee of Conference", "mover": "", "yeas": null, "nays": null, "passed": true, "vote_kind": "VV", "vote_kind_label": "voice vote", "threshold_note": null, "tally": {}, "members": [], "amendment": null, "mk": "nonconcur_conference", "mf": {}, "mrec": "Nonconcur and Request Committee of Conference"}, {"date": "1992-04-23", "body": "H", "question": "Accede to Request for Committee of Conference", "mover": "", "yeas": null, "nays": null, "passed": true, "vote_kind": "VV", "vote_kind_label": "voice vote", "threshold_note": null, "tally": {}, "members": [], "amendment": null, "mk": "accede", "mf": {}, "mrec": "Accede to Request for Committee of Conference"}, {"date": "1992-05-06", "body": "H", "question": "Conference Committee Report", "mover": "", "yeas": null, "nays": null, "passed": true, "vote_kind": "VV", "vote_kind_label": "voice vote", "threshold_note": null, "tally": {}, "members": [], "amendment": null, "mk": "conference_report", "mf": {}, "mrec": "Conference Committee Report"}, {"date": "1992-05-06", "body": "S", "question": "Conference Committee Report", "mover": "", "yeas": null, "nays": null, "passed": true, "vote_kind": "VV", "vote_kind_label": "voice vote", "threshold_note": null, "tally": {}, "members": [], "amendment": null, "mk": "conference_report", "mf": {}, "mrec": "Conference Committee Report"}], "stations": [{"when": "1992-01-21", "time": "13:00", "what": "hearing", "committee": "Judiciary", "body": "S", "venue": "RM103,LOB", "video_id": "", "watch": null, "predicted": "", "start": null, "state": "prestream", "tolerance": null, "short": false, "end": null, "end_stated": false, "end_from": null, "candidate": null, "start_stated": false, "said_how": null, "end_stated_cluster": false}, {"when": "1992-04-02", "time": "10:00", "what": "hearing", "committee": "Judiciary", "body": "H", "venue": "RM208,LOB", "video_id": "", "watch": null, "predicted": "", "start": null, "state": "prestream", "tolerance": null, "short": false, "end": null, "end_stated": false, "end_from": null, "candidate": null, "start_stated": false, "said_how": null, "end_stated_cluster": false}, {"when": "1992-04-28", "time": "13:00", "what": "committee of conference", "committee": null, "venue": "RM103,LOB", "video_id": "", "watch": null, "predicted": null, "start": null, "debate_end": null, "window_start": null, "motions": [], "tallies": [], "state": "prestream", "candidate": null}], "reports": [], "docket_reports": [{"date": "1992-03-04", "dated": "recorded", "body": "S", "committee": "Judiciary", "side": "", "recommendation": "WITHOUT RECOMMENDATION", "vote_yeas": null, "vote_nays": null, "amendment": "", "new_title": false, "cite": "", "cite_url": ""}, {"date": "1992-04-16", "dated": "recorded", "body": "H", "committee": "Judiciary", "side": "Majority", "recommendation": "OUGHT TO PASS WITH AMENDMENT", "vote_yeas": 14, "vote_nays": 0, "amendment": "", "new_title": false, "cite": "", "cite_url": ""}], "report_actions": [], "veto_message": null, "bill_note": null, "subject": "Business and Industry", "subject_source": "granite record", "house_committee": "Judiciary", "senate_committee": "Judiciary", "lsr": "1992-2646", "docket_url": "https://gc.nh.gov/bill_status/legacy/bs2016/bill_docket.aspx?lsr=2646&sy=1992&txtsessionyear=1992&txtbillnumber=sb308&sortoption=billnumber", "documents": [{"label": "Bill status page", "url": "https://gc.nh.gov/bill_status/legacy/bs2016/Bill_status.aspx?lsr=2646&sy=1992&txtsessionyear=1992&txtbillnumber=sb308&sortoption=billnumber", "kind": "status"}, {"label": "Docket", "url": "https://gc.nh.gov/bill_status/legacy/bs2016/bill_docket.aspx?lsr=2646&sy=1992&txtsessionyear=1992&txtbillnumber=sb308&sortoption=billnumber", "kind": "docket"}], "amendments": [], "billtext": {"version": "", "title": "", "analysis": "This bill reorganizes and revises the New Hampshire Business Corporation Act.\n\nThe bill breaks up the act into several subdivisions, including:\n\nI. Incorporation.\n\nII. Purposes and powers of corporations.\n\nIII. Corporate names.\n\nIV. Office and agents.\n\nV. Shares and distributions.\n\nVI. Shareholders.\n\nVII. Directors and officers.\n\nVIII. Amendment of articles of incorporation and bylaws.\n\nIX. Merger and share exchange.\n\nX. Sale of assets.\n\nXI. Dissentors' rights.\n\nXII. Dissolution.\n\nXIII. Foreign corporations.\n\nXIV. Records and reports.", "body": "4214L & 4288L\n\n08\n\nSENATE BILL - FINAL VERSION\n\nSB 308\n\nnine hundred and ninety-two\n\nrevising the business corporation act.\n\nBe it Enacted by the Senate and House of Represen-\n\ntatives in General Court convened:\n\n1 Business Corporation Act. RSA 293-A is repealed and reenacted to read as follows:\n\nCHAPTER 293-A\n\nNEW HAMPSHIRE BUSINESS CORPORATION ACT\n\nGeneral Provisions\n\nA. Short Title and Reservation of Power\n\n293-A:1.01 Short Title. This chapter shall be known and may be cited as the \"New Hampshire Business Corporation Act.\"\n\n293-A:1.02 Reservation of Power to Amend or Repeal. The general court has power to amend or repeal all or part of this chapter at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment or repeal.\n\nB. Filing Documents\n\n293-A:1.20 Filing Requirements.\n\n(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state.\n\n(b) All required documents shall be filed in the office of the secretary of state.\n\n(c) The document shall contain the information required by this chapter. It may contain other information as well.\n\n(d) The document shall be typewritten or printed.\n\n(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.\n\n(f) The document shall be executed:\n\n(1) by the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers; or\n\n(2) if directors have not been selected or the corporation has not been formed, by an incorporator; or\n\n(3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.\n\n(g) The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain:\n\n(1) The corporate seal.\n\n(2) An attestation by the secretary or an assistant secretary.\n\n(3) An acknowledgment, verification, or proof.\n\n(h) If the secretary of state has prescribed a mandatory form for the document under RSA 293-A:1.21, the document shall be in or on the prescribed form.\n\n(i) The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by one exact or conformed copy, except as provided in RSA 293-A:5.03 and 293-A:15.09, the correct filing fee, and any franchise tax, license fee, or penalty required by this chapter or other law. Annual reports delivered for filing pursuant to RSA 293-A:16.22 need not be accompanied by an exact or conformed copy.\n\n293-A:1.21 Forms.\n\n(a) The secretary of state may prescribe and furnish on request forms for:\n\n(1) An application for a certificate of existence.\n\n(2) A foreign corporation's application for a certificate of authority to transact business in this state.\n\n(3) A foreign corporation's application for a certificate of withdrawal.\n\n(4) The annual report.\n\nIf the secretary of state so requires, use of these forms is mandatory.\n\n(b) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter but their use is not mandatory.\n\n293-A:1.22 Filing, Service, Copying, and Special Fees.\n\n(a) The secretary of state shall collect the following fees for:\n\n(1) Articles of incorporation $35\n\n(2) Amendment of articles of incorporation $35\n\n(3) Restatement of articles of incorporation with\n\namendment of articles $35\n\n(4) Articles of merger or share exchange $35\n\n(5) Articles of dissolution $35\n\n(6) Articles of revocation of dissolution $35\n\n(7) Application for reinstatement following\n\nadministrative dissolution $135\n\n(8) Application for certificate of authority $35\n\n(9) Application for amended certificate of\n\nauthority $35\n\n(10) Application for certificate of withdrawal $35\n\n(11) Articles of correction $35\n\n(12) Late filing $50\n\n(b) The secretary of state shall collect the following fees for:\n\n(1) Application for use of indistinguishable name $15\n\n(2) Application for reserved name $15\n\n(3) Notice of transfer of reserved name $15\n\n(4) Application for registered name $25\n\n(5) Application for renewal of registered name $25\n\n(6) Statement of change of registered\n\nagent or registered office, or both $15\n\n(7) Agent's statement of resignation No fee\n\n(8) Certificate of judicial dissolution No fee\n\n(9) Certificate of revocation of authority to\n\ntransact business No fee\n\n(10) Annual report $100\n\n(11) Application for certificate of existence or\n\nauthorization $ 5\n\n(12) Application for certificate of existence or\n\nauthorization in long form $10\n\n(13) Any other document required or permitted to\n\nbe filed by this chapter $15\n\n(c) The secretary of state shall collect a fee of $25 each time process is served on him under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if he prevails in the proceeding.\n\n(d) The secretary of state shall collect the following fees for copying and certifying the copy of any filed document relating to a domestic or foreign corporation:\n\n(1) $1 a page for copying; and\n\n(2) $5 for the certificate.\n\n(e) The secretary of state may collect fees for certain services, including but not limited to:\n\n(1) Expedited service or filing requests.\n\n(2) Direct access to corporations data.\n\n(3) Computer tapes.\n\n(4) Microfiche.\n\n(5) Customized lists and reports.\n\n(6) Corporate information via telephone-based systems or facsimile machine.\n\n(7) Other information services.\n\n(f) The secretary of state may establish and collect such fees for the special services listed in subsection (e) as determined from time to time by the secretary of state.\n\n293-A:1.23 Effective Time and Date of Document.\n\n(a) Except as provided in subsection (b) and RSA 293-A:1.24(c), a\n\ndocument accepted for filing is effective:\n\n(1) At the close of business on the date it is filed, as evidenced by the secretary of state's date endorsement of the original document; or\n\n(2) At the time specified in the document as its effective time on the date it is filed.\n\n(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.\n\n293-A:1.24 Correcting Filed Document.\n\n(a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document (1) contains an incorrect statement or (2) was defectively executed, attested, sealed, verified, or acknowledged.\n\n(b) A document is corrected:\n\n(1) By preparing articles of correction that\n\n(i) Describe the document (including its filing date) or attach a copy of it to the articles,\n\n(ii) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective,\n\n(iii) Correct the incorrect statement or defective execution; and\n\n(2) By delivering the articles to the secretary of state for\n\nfiling.\n\n(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.\n\n293-A:1.25 Filing Duty of Secretary of State.\n\n(a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of RSA 293-A:1.20, the secretary of state shall file it.\n\n(b) The secretary of state files a document by stamping or otherwise endorsing \"Filed\", together with his name and official title and the date of receipt, on both the original and the document copy. After filing a document, except as provided in RSA 293-A:5.03 and RSA 293-A:15.10, the secretary of state shall deliver the document copy to the domestic or foreign corporation or its representative.\n\n(c) If the secretary of state refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within 30 days after the document was delivered, together with a brief, written explanation of the reason for his refusal.\n\n(d) The secretary of state's duty to file documents under this section is administrative. His filing or refusing to file a document does not:\n\n(1) Affect the validity or invalidity of the document in whole or part;\n\n(2) Relate to the correctness or incorrectness of information contained in the document;\n\n(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.\n\n(e) The secretary of state and those acting on his behalf shall incur no liability, either personally or on behalf of the state of New Hampshire, as a result of defects or inconsistencies in the documents recorded by them under RSA 292, 293, 293-A and 296 or as a result of negligent acts or omissions in the handling and recording of those documents.\n\n293-A:1.26 Appeal From Secretary of State's Refusal to File Document.\n\n(a) If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the superior court of the county where the corporation's registered office is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his refusal to file.\n\n(b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.\n\n(c) The court's final decision may be appealed as in other civil proceedings.\n\n293-A:1.27 Evidentiary Effect of Copy of Filed Document. A certificate attached or affixed to a copy of a document filed by the secretary of state, bearing his signature and the seal of this state (both of which may be in facsimile) is conclusive evidence that the original document is on file with the secretary of state.\n\n293-A:1.28 Certificate of Existence.\n\n(a) Anyone may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) A certificate of existence or authorization sets forth:\n\n(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state.\n\n(2) That:\n\n(i) The domestic corporation is duly incorporated under the law of this state, and the date of its incorporation; or\n\n(ii) The foreign corporation is authorized to transaction business in this state.\n\n(3) That all fees, taxes, and penalties owed to this state have been paid, if:\n\n(i) Payment is reflected in the records of the secretary of state; and\n\n(ii) Nonpayment affects the existence or authorization of the domestic or foreign corporation.\n\n(4) That its most recent annual report has been delivered to the secretary of state, if required.\n\n(5) That articles of dissolution have not been filed.\n\n(6) Other facts of record in the office of the secretary of state that may be requested by the applicant.\n\n(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this\n\nstate.\n\n293-A:1.29 Penalty for Signing False Document.\n\n(a) A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing.\n\n(b) An offense under this section is a misdemeanor.\n\nC. Secretary of State\n\n293-A:1.30 Powers. The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter.\n\n293-A:1.31 License Fees Payable by Domestic Corporations.\n\n(a) The secretary of state shall charge and collect from each domestic corporation license fees, based upon the number of shares which it will have authority to issue or the increase in the number of shares which it will have the authority to issue, at the time of:\n\n(1) Filing articles of incorporation;\n\n(2) Filing articles of amendment increasing the number of authorized shares; and\n\n(3) Filing articles of merger or consolidation increasing the number of authorized shares which the surviving or new corporation, if a domestic corporation, will have the authority to issue above the aggregate number of shares which the constituent domestic corporations and constituent foreign corporations authorized to transact business in this state had authority to issue.\n\n(b) The license fees shall be as follows:\n\n(1) When the authorized shares do not exceed 10, $0.\n\n(2) When the authorized shares do not exceed 15,000, $75.\n\n(3) When the authorized shares exceed 15,000 but do not exceed 50,000, $100.\n\n(4) When the authorized shares exceed 50,000 but do not exceed 150,000, $300.\n\n(5) When the authorized shares exceed 150,000 but do not exceed 250,000, $400.\n\n(6) When the authorized shares exceed 250,000 but do not exceed 500,000, $800.\n\n(7) When the authorized shares exceed 500,000 but do not exceed 1,000,000, $1,500.\n\n(8) For each additional 100,000 shares above 1,000,000, $100.\n\n(c) The license fees payable on an increase in the number of authorized shares shall be such sum as, when added to the fees paid at the time of the original authorization and prior increase, if any, will make the total fees accord with the schedule under this section, provided, however, that the minimum fee shall be $30.\n\n293-A:1.32 License Fees Payable for Foreign Corporations. The secretary of state shall charge and collect from each foreign corporation a license fee of $200 at the time of filing an application for a certificate of authority to transact business in this state.\n\n293-A:1.33 Maintenance Fees Payable by Domestic Corporations.\n\n(a) For the privilege of continuing its corporate franchise, every domestic corporation shall pay annually to the secretary of state, at the time of filing its annual report, a franchise fee, also to be known as a maintenance fee, equal to the license fee paid upon filing its original articles of incorporation plus an amount equal to any additional license fees for increases in its authorized shares, if any. In case the\n\nauthorized shares are reduced, the annual franchise fee shall be equal to the amount which would have been required for the original license fee of a corporation with shares at the amount as reduced. In no case, however, shall the annual franchise fee be more than $2,000 or less than $100; and it shall not be required of any corporation which on April 1 of any year shall not have been incorporated more than 6 months.\n\n(b) Notwithstanding the provisions of RSA 293-A:1.22 and RSA 293-A:1.33(a), any corporation with 10 or fewer authorized shares as of the last day of the preceeding calendar year shall not be assessed an annual franchise fee.\n\n293-A:1.34 Maintenance Fees Payable by Foreign Corporations. For the privilege of continuing to exercise its authority to transact business in this state, every foreign corporation authorized to transact business in this state shall pay annually to the secretary of state, at the time of making its annual return, a franchise fee, also to be known as a maintenance fee, of $300. In no case, however, shall the annual franchise fee be required of any such corporation which on April 1 of any year shall not have been registered to transact business in the state for 6 months.\n\n293-A:1.35 Assessment and Collection of Annual Fees. It shall be the duty of the secretary of state to collect all annual franchise fees and penalties imposed by, or assessed in accordance with, this chapter.\n\n293-A:1.36 Penalties Imposed. Each corporation, domestic or foreign, that fails or refuses to file its annual report or to pay all associated fees related thereto, or both, for any year by April 15 shall be subject to an additional fee as set out in RSA 293-A:1.22(a)(12).\n\n293-A:1.37 Administration.\n\n(a) The secretary of state shall collect all fees required under this chapter and shall pay them to the state treasurer to be deposited in the general fund as unrestricted revenue, except as provided in subsections (b) and (c).\n\n(b) The state treasurer shall pay the expenses of administering this chapter out of any money in the treasury not otherwise appropriated until the fees collected pursuant to RSA 293-A:1.22(a) have been received by him. Thereafter he shall pay the expenses of administering this chapter out of the fees collected under RSA 293-A:1.22(a) and shall reimburse the treasury for previous expenses paid by him. The governor is authorized to draw his warrant for the sums authorized by this section out of any money in the treasury not otherwise appropriated.\n\n(c) Fees collected by the secretary of state pursuant to RSA 293-A:1.22(e) shall be deposited in the same manner as fees collected pursuant to RSA 293-A:1.22(a) and shall be available to the secretary of state to administer the provisions of this chapter in the same manner as provided in subsection (b) of this section.\n\n293-A:1.38 Interrogatories by Secretary of State; Penalties.\n\n(a) The secretary of state may propound to any corporation, domestic or foreign, subject to the provisions of this chapter, and to any officer or director of the corporation, interrogatories as may be reasonably necessary and proper to enable him to ascertain whether the corporation has complied with all the provisions of this chapter applicable to the corporation. Interrogatories shall be answered within 30 days after the mailing, or within such additional time as shall be fixed by the secretary of state. The answers to the interrogatories shall be full and complete\n\nand shall be made in writing and under oath. If the interrogatories are directed to an individual they shall be answered by him, and if directed to a corporation they shall be answered by its president, vice president, secretary or assistant secretary. The secretary of state shall not need to record any document to which the interrogatories relate until the interrogatories are answered as provided in this section, and then not if the answers to the interrogatories disclose that the document is not in conformity with the provisions of this chapter. The secretary of state shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers to interrogatories which disclose a violation of any of the provisions of this chapter.\n\n(b) The attorney general may petition the superior court of the county in which the individual to whom interrogatories are directed resides, or in which the corporation has its registered office, or of Hillsborough county if the individual or corporation does not reside in or maintain a registered office in this state to seek enforcement of the interrogatories. To the extent that they are not in conflict with this section, all rules of the superior court relating to interrogatories shall be applicable to the interrogatories propounded by the secretary of state pursuant to this section.\n\n(c) Interrogatories propounded by the secretary of state and the answers to the interrogatories shall not be open to public inspection nor shall the secretary of state disclose any facts or information obtained from the answers except insofar as his official duty may require it to be made public or in the event the interrogatories or their answers are\n\nrequired for evidence if any criminal proceedings or in any other action by the state.\n\n(d) Each officer and director of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded to him by the secretary of state in accordance with the provisions of this chapter, or who signs any articles, statement, report, application or other document filed with the secretary of state which is known to the officer or director to be false in any material respect, shall be guilty of a misdemeanor.\n\nD. Definitions\n\n293-A:1.40 Definitions. In this chapter:\n\n(1) \"Articles of incorporation\" include amended and restated articles of incorporation and articles of merger.\n\n(2) \"Authorized shares\" means the shares of all classes a domestic or foreign corporation is authorized to issue.\n\n(3) \"Conspicuous\" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.\n\n(4) \"Corporation\" or \"domestic corporation\" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter.\n\n(5) \"Deliver\" includes mail.\n\n(6) \"Distribution\" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of\n\nits shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.\n\n(7) \"Effective date of notice\" is defined in RSA 293-A:1.41.\n\n(8) \"Employee\" includes an officer but not a director. A director may accept duties that make him also an employee.\n\n(9) \"Entity\" includes corporation and foreign corporation; not-for-profit corporation; profit and not-for-profit unincorporated association; business trust, estate, partnership, trust, and 2 or more persons having a joint or common economic interest; and state, United States, and foreign government.\n\n(10) \"Foreign corporation\" means a corporation for profit incorporated under a law other than the law of this state.\n\n(11) \"Governmental subdivision\" includes agency, county, district, and municipality.\n\n(12) \"Includes\" denotes a partial definition.\n\n(13) \"Individual\" includes the estate of an incompetent or deceased individual.\n\n(14) \"Means\" denotes an exhaustive definition.\n\n(15) \"Notice\" is defined in RSA 293-A:1.41.\n\n(16) \"Person\" includes individual and entity.\n\n(17) \"Principal office\" means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located.\n\n(18) \"Proceeding\" includes civil suit and criminal, administrative, and investigatory action.\n\n(19) \"Record date\" means the date on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.\n\n(20) \"Secretary\" means the corporate officer to whom the board of directors has delegated responsibility under RSA 293-A:8.40(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.\n\n(21) \"Shareholder\" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.\n\n(22) \"Shares\" means the units into which the proprietary interests in a corporation are divided.\n\n(23) \"State\", when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.\n\n(24) \"Subscriber\" means a person who subscribes for shares in a corporation, whether before or after incorporation.\n\n(25) \"United States\" includes district, authority, bureau, commission, department, and any other agency of the United States.\n\n(26) \"Voting group\" means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a\n\nmeeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.\n\n293-A:1.41 Notice.\n\n(a) Notice under this chapter shall be in writing, unless oral notice is reasonable under the circumstances.\n\n(b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.\n\n(c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders.\n\n(d) Written notice to a domestic or foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.\n\n(e) Except as provided in subsection (c), written notice, if in a comprehensible form, is effective at the earliest of the following:\n\n(1) When received.\n\n(2) Five days after its deposit in the United States mail, as\n\nevidenced by the postmark, if mailed postpaid and correctly addressed.\n\n(3) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.\n\n(f) Oral notice is effective when communicated if communicated in a comprehensible manner.\n\n(g) If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this chapter, those requirements govern.\n\n293-A:1.42 Number of Shareholders. For the purposes of this chapter:\n\n(a) The following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:\n\n(1) Three or fewer co-owners.\n\n(2) A corporation, partnership, trust, estate, or other entity.\n\n(3) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.\n\n(b) Shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.\n\nIncorporation\n\n293-A:2.01 Incorporators. One or more persons may act as the incorporator or incorporators and incorporate a corporation by delivering articles of incorporation and the certification required by RSA 421-B:13, I-a(b) to the secretary of state for filing.\n\n293-A:2.02 Articles of Incorporation.\n\n(a) The articles of incorporation shall set forth:\n\n(1) A corporate name for the corporation that satisfies the requirements of RSA 293-A:4.01.\n\n(2) The number of shares the corporation is authorized to issue.\n\n(3) The street address of the corporation's initial registered office and the name of its initial registered agent at that office.\n\n(4) The name and address of each incorporator.\n\n(b) The articles of incorporation may set forth:\n\n(1) The names and addresses of the individuals who are to serve as the initial directors.\n\n(2) Provisions not inconsistent with law regarding:\n\n(i) The purposes for which the corporation is organized.\n\n(ii) Managing the business and regulating the powers of the corporation, its board of directors, and shareholders.\n\n(iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders.\n\n(iv) A par value for authorized shares or classes of shares.\n\n(v) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions.\n\n(3) Any provision that under this chapter is required or permitted to be set forth in the bylaws.\n\n(4) A provision eliminating or limiting the liability of a director, an officer, or both, to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:\n\n(A) The amount of a financial benefit received by a director to which he is not entitled;\n\n(B) An intentional infliction of harm on the corporation or the shareholders;\n\n(C) A violation of RSA 293-A:8.33; or\n\n(D) An intentional violation of criminal law.\n\n(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.\n\n293-A:2.03 Incorporation.\n\n(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.\n\n(b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.\n\n293-A:2.04 Liability for Preincorporation Transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.\n\n293-A:2.05 Organization of Corporation.\n\n(a) After incorporation:\n\n(1) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting.\n\n(2) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:\n\n(i) To elect directors and complete the organization of the corporation; or\n\n(ii) To elect a board of directors who shall complete the organization of the corporation.\n\n(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.\n\n(c) An organizational meeting may be held in or out of this state.\n\n293-A:2.06 Bylaws.\n\n(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.\n\n(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.\n\n293-A:2.07 Emergency Bylaws.\n\n(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provision necessary for managing the corporation during the emergency, including:\n\n(1) Procedures for calling a meeting of the board of directors.\n\n(2) Quorum requirements for the meeting.\n\n(3) Designation of additional or substitute directors.\n\n(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.\n\n(c) Corporate action taken in good faith in accordance with the emergency bylaws:\n\n(1) Binds the corporation.\n\n(2) May not be used to impose liability on a corporate director, officer, employee, or agent.\n\n(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.\n\nPurposes and Powers of Corporations\n\n293-A:3.01 Purposes.\n\n(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.\n\n(b) Notwithstanding the provisions of subsection (a), a corporation may not be organized under this chapter for the purpose of carrying on the business of banking, the construction and maintenance of railroads, the business of making contracts for the payment of money at a fixed date or upon the happening of some contingency, or the business of a trust, surety, indemnity or safe deposit company; provided, however, that if the commissioner of the department of transportation enters an order finding that it shall be in the public good and subject to such terms and conditions as he may prescribe in the public interest, a corporation may be\n\nformed pursuant to the provisions of this chapter to acquire, maintain and operate any existing line or railroad or street railway within this state.\n\n293-A:3.02 General Powers. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power:\n\n(1) To sue and be sued, complain and defend in its corporate name.\n\n(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.\n\n(3) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation.\n\n(4) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located.\n\n(5) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property.\n\n(6) To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in or with shares or other interests in, or obligations of, any other entity.\n\n(7) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the\n\ncorporation), and secure any of its obligation by mortgage or pledge of any of its property, franchises, or income.\n\n(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment.\n\n(9) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity.\n\n(10) To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this state.\n\n(11) To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit.\n\n(12) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents.\n\n(13) To make donations for the public welfare or for charitable, scientific, or educational purposes.\n\n(14) To transact any lawful business that will aid governmental policy.\n\n(15) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.\n\n293-A:3.03 Emergency Powers.\n\n(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:\n\n(1) Modify lines of succession to accommodate the incapacity of\n\nany director, officer, employee, or agent.\n\n(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.\n\n(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:\n\n(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio.\n\n(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.\n\n(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:\n\n(1) Binds the corporation; and\n\n(2) May not be used to impose liability on a corporate director, officer, employee, or agent.\n\n(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.\n\n293-A:3.04 Ultra Vires. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid because the corporation was without capacity or power to do the act or to make or receive the conveyance or transfer, but the lack of capacity or power may be asserted:\n\n(a) In a proceeding by a shareholder against a corporation to enjoin\n\nthe doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is being, or is to be, performed or made under a contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the corporation or to other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract. Anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.\n\n(b) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against the incumbent or former directors or officers of the corporation.\n\n(c) In a proceeding by the attorney general, as provided in this chapter to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from the transaction of unauthorized business.\n\nName\n\n293-A:4.01 Corporate Name.\n\n(a) A corporate name shall:\n\n(1) Contain the word \"corporation,\" \"incorporated,\" or \"limited\" or the abbreviation \"corp.,\" \"inc.,\" or \"ltd.\", or words or abbreviations of like import in another language.\n\n(2) Not contain language stating or implying that the corporation is organized for a purpose other than that permitted by RSA 293-A:3.01 and its articles of incorporation.\n\n(b) Except as authorized by subsection (c) and (d), a corporate name shall not be the same as, or deceptively similar to, the name of any domestic corporation existing under the laws of this state or any foreign corporation authorized to transact business in this state, or a name the exclusive right to which is, at the time, reserved in the manner provided in this chapter, or the name of a corporation which has in effect a registration of its corporate name as provided in this chapter, or the name of an agency or instrumentality of the United States or this state or a subdivision thereof, or the name of a proprietorship, partnership, New Hampshire investment trust, voluntary association, limited partnership or an association registered as a trade name in this state, or the name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the respective political organization.\n\n(c) A corporation may apply to the secretary of state for authorization to use a name that is the same as, or deceptively similar to, one or more of the names described in subsection (b). The secretary of state shall authorize use of the name applied for if:\n\n(1) The corporation consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is not the same as, or deceptively similar to, the name of the applying corporation; or\n\n(2) The applicant delivers to the secretary of state a certified\n\ncopy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.\n\n(d) A corporation may use the name (including the fictitious name) of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation:\n\n(1) has merged with the other corporation;\n\n(2) has been formed by reorganization of the other corporation; or\n\n(3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.\n\n(e) This chapter does not control the use of fictitious names.\n\n293-A:4.02 Reserved Name.\n\n(a) The exclusive right to the use of a corporate name may be reserved by:\n\n(1) Any person intending to organize a corporation under this chapter;\n\n(2) Any domestic corporation intending to change its name;\n\n(3) Any foreign corporation intending to make application for a certificate of authority to transact business in this state;\n\n(4) Any foreign corporation authorized to transact business in this state and intending to change its name; or\n\n(5) Any person intending to organize a foreign corporation and intending to have the corporation make application for a certificate of authority to transact business in this state.\n\n(b) The reservation shall be made by filing with the secretary of\n\nstate an application to reserve a specified corporate name, executed by the applicant. If the secretary of state finds that the name is available for corporate use, he shall reserve the name for the exclusive use of the applicant for a period of 120 days.\n\n(c) The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person or corporation by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.\n\n293-A:4.03 Registered Name.\n\n(a) Any corporation organized and existing under the laws of any state or territory of the United States may register its corporate name under this chapter, provided its corporate name is not the same as, or deceptively similar to, the name of any domestic corporation existing under the laws of this state, or the name of any foreign corporation authorized to transact business in this state, or any corporate name reserved or registered under this chapter, or the name of an agency or instrumentality of the United States or this state or a subdivision thereof, or the name of a proprietorship, partnership or an association registered as a trade name in this state.\n\n(b) Registration shall be made by:\n\n(1) Filing with the secretary of state\n\n(i) An application for registration executed by the corporation by an officer of the corporation, setting forth the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is\n\ncarrying on or doing business, and a brief statement of the business in which it is engaged; and\n\n(ii) A certificate setting forth that the corporation is in good standing under the laws of the state or territory in which it is organized, executed by the secretary of state of the state or territory or by any other official who has custody of the records pertaining to corporations; and\n\n(2) Paying to the secretary of state the permitted registration fee.\n\n(c) Registration shall be effective until the close of the calendar year in which the application for registration is filed.\n\n293-A:4.04 Renewal of Registered Name.\n\n(a) A corporation which has in effect a registration of its corporate name may renew the registration from year to year by:\n\n(1) Annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration; and\n\n(2) By paying the prescribed fee.\n\n(b) A renewal application may be filed between October 1 and December 31 of each year, and shall extend the registration for the following calendar year.\n\nOffice and Agent\n\n293-A:5.01 Registered Office and Registered Agent. Each corporation shall continuously maintain in this state:\n\n(1) A registered office that may be the same as any of its places of\n\nbusiness.\n\n(2) A registered agent, who may be:\n\n(i) An individual who resides in this state and whose business office is identical with the registered office;\n\n(ii) A domestic corporation or not-for-profit domestic corporation whose business office is identical with the registered office; or\n\n(iii) A foreign corporation or not-for-profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.\n\n293-A:5.02 Change of Registered Office or Registered Agent.\n\n(a) A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:\n\n(1) The name of the corporation.\n\n(2) The street address of its current registered office.\n\n(3) If the current registered office is to be changed, the street address of the new registered office.\n\n(4) The name of its current registered office.\n\n(5) If the current registered agent is to be changed, the name of the new registered agent.\n\n(6) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.\n\n(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any\n\ncorporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.\n\n293-A:5.03 Resignation of Registered Agent.\n\n(a) A registered agent may resign his agency appointment by signing and delivering to the secretary of state for filing the signed original and one exact or conformed copy of a statement of resignation. The statement may include a statement that the registered office is also discontinued.\n\n(b) After filing the statement the secretary of state shall mail the copy to the corporation at its principal office.\n\n(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.\n\n293-A:5.04 Service on Corporation.\n\n(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.\n\n(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection at the earliest of:\n\n(1) The date the corporation receives the mail;\n\n(2) The date shown on the return receipt, if signed on behalf of\n\nthe corporation; or\n\n(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.\n\n(c) This section does not prescribe the only means, or necessarily the required means, of serving a corporation.\n\nA. Shares and Distributions Shares\n\n293-A:6.01 Authorized Shares.\n\n(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by RSA 293-A:6.02.\n\n(b) The articles of incorporation must authorize:\n\n(1) One or more classes of shares that together have unlimited voting rights; and\n\n(2) One or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.\n\n(c) The articles of incorporation may authorize one or more classes of shares that:\n\n(1) Have special, conditional, or limited voting rights, or no\n\nright to vote, except to the extent prohibited by this chapter.\n\n(2) Are redeemable or convertible as specified in the articles of incorporation:\n\n(i) At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event.\n\n(ii) For cash, indebtedness, securities, or other property.\n\n(iii) In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.\n\n(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative.\n\n(4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.\n\n(d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.\n\n293-A:6.02 Terms of Class or Series Determined by Board of Directors.\n\n(a) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights, within the limits set forth in RSA 293-A:6.01, of:\n\n(1) Any class of shares before the issuance of any shares of that class; or\n\n(2) One or more series within a class before the issuance of any shares of that series.\n\n(b) Each series of a class must be given a distinguishing\n\ndesignation.\n\n(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.\n\n(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the secretary of state for filing articles of amendment, which are effective without shareholder action, that set forth:\n\n(1) The name of the corporation;\n\n(2) The text of the amendment determining the terms of the class or series of shares.\n\n(3) The date it was adopted.\n\n(4) A statement that the amendment was duly adopted by the board of directors.\n\n293-A:6.03 Issued and Outstanding Shares.\n\n(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.\n\n(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) and to RSA 293-A:6.40.\n\n(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the\n\ncorporation upon dissolution must be outstanding.\n\n293-A:6.04 Fractional Shares.\n\n(a) A corporation may:\n\n(1) Issue fractions of a share or pay in money the value of fractions of a share.\n\n(2) Arrange for disposition of fractional shares by the shareholders.\n\n(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.\n\n(b) Each certificate representing scrip must be conspicuously labeled \"scrip\" and must contain the information required by RSA 293-A:6.25(b).\n\n(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.\n\n(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:\n\n(1) That the scrip will become void if not exchanged for full shares before a specified date.\n\n(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.\n\nB. Issuance of Shares\n\n293-A:6.20 Subscription for Shares Before Incorporation.\n\n(a) A subscription for shares entered into before incorporation is irrevocable for 6 months, unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.\n\n(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.\n\n(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.\n\n(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than 20 days after the corporation sends written demand for payment to the subscriber.\n\n(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to RSA 293-A:6.21.\n\n293-A:6.21 Issuance of Shares.\n\n(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.\n\n(b) The board of directors may authorize shares to be issued for\n\nconsideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.\n\n(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.\n\n(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.\n\n(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are preformed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.\n\n293-A:6.22 Liability of Shareholders.\n\n(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued under RSA 293-A:6.21 or specified in the subscription agreement under RSA\n\n293-A:6.20.\n\n(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.\n\n293-A:6.23 Share Dividends.\n\n(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.\n\n(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:\n\n(1) The articles of incorporation so authorize.\n\n(2) A majority of the votes entitled to be cast by the class or series to be issued approve the issue.\n\n(3) There are no outstanding shares of the class or series to be issued.\n\n(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.\n\n293-A:6.24 Share Options. A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued.\n\n293-A:6.25 Form and Content of Certificates.\n\n(a) Shares may, but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.\n\n(b) At a minimum each share certificate must state on its face:\n\n(1) The name of the issuing corporation and that it is organized under the law of this state.\n\n(2) The name of the person to whom issued.\n\n(3) The number and class of shares and the designation of the series, if any, the certificate represents.\n\n(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the board of directors to determine variations for future series, must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.\n\n(d) Each share certificate:\n\n(1) Must be signed, either manually or in facsimile, by 2 officers designated in the bylaws or by the board of directors; and\n\n(2) May bear the corporate seal or its facsimile.\n\n(e) If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.\n\n293-A:6.26 Shares Without Certificates.\n\n(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares or any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates, until they are surrendered to the corporation.\n\n(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by RSA 293-A:6.25(b) and (c), and, if applicable, RSA 293-A:6.27.\n\n293-A:6.27 Restriction on Transfer of Shares and Other Securities.\n\n(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted, unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.\n\n(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by RSA 293-A:6.26(b). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.\n\n(c) A restriction on the transfer or registration of transfer of shares is authorized:\n\n(1) To maintain the corporation's status when it is dependent on the number or identify of its shareholders.\n\n(2) To preserve exemptions under federal or state securities law.\n\n(3) For any other reasonable purpose.\n\n(d) A restriction on the transfer or registration of transfer of shares may:\n\n(1) Obligate the shareholder first to offer the corporation or other persons separately, consecutively, or simultaneously an opportunity to acquire the restricted shares.\n\n(2) Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares.\n\n(3) Require the corporation, the holders of any class of its shares, or any other person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable.\n\n(4) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.\n\n(e) For purposes of this section, \"shares\" includes a security convertible into or carrying a right to subscribe for or acquire shares.\n\n293-A:6.28 Expense of Issue. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.\n\nC. Subsequent Acquisition of Shares by Shareholders and Corporation\n\n293-A:6.30 Shareholder's Preemptive Rights.\n\n(a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the\n\narticles of incorporation so provide.\n\n(b) A statement included in the articles of incorporation that \"the corporation elects to have preemptive rights\", or words of similar import, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:\n\n(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.\n\n(2) A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.\n\n(3) There is no preemptive right with respect to:\n\n(i) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates.\n\n(ii) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates.\n\n(iii) Shares authorized in articles of incorporation that are issued within 6 months from the effective date of incorporation.\n\n(iv) Shares sold otherwise than for money.\n\n(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.\n\n(5) Holders of shares of any class with general voting rights,\n\nbut without preferential rights to distributions or assets, have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets, unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.\n\n(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.\n\n(c) For purposes of this section, \"shares\" includes a security convertible into or carrying a right to subscribe for or acquire shares.\n\n293-A:6.31 Corporation's Acquisition of its Own Shares.\n\n(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.\n\n(b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.\n\n(c) The board of directors may adopt articles of amendment under this section without shareholder action and deliver them to the secretary of state for filing. The articles must set forth:\n\n(1) The name of the corporation.\n\n(2) The reduction in the number of authorized shares, itemized by class and series.\n\n(3) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.\n\nD. Distributions\n\n293-A:6.40 Distributions to Shareholders.\n\n(a) A board of directors may authorize, and the corporation may make, distributions to its shareholders, subject to restriction by the articles of incorporation and the limitation in subsection (c).\n\n(b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption, or other acquisition of the corporation's shares, it is the date the board of directors authorizes the distribution.\n\n(c) No distribution may be made if, after giving it effect:\n\n(1) The corporation would not be able to pay its debts as they become due in the usual course of business.\n\n(2) The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.\n\n(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.\n\n(e) Except as provided in subsection (g), the effect of a\n\ndistribution under subsection (c) is measured:\n\n(1) In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of:\n\n(i) The date money or other property is transferred or debt incurred by the corporation; or\n\n(ii) The date the shareholder ceases to be a shareholder with respect to the acquired shares.\n\n(2) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed.\n\n(3) In all other cases, as of:\n\n(i) The date the distribution is authorized if the payment occurs within 120 days after the date of authorization; or\n\n(ii) The date the payment is made if it occurs more than 120 days after the date of authorization.\n\n(f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.\n\n(g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.\n\nShareholders\n\nA. Meetings\n\n293-A:7.01 Annual Meeting.\n\n(a) A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.\n\n(b) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.\n\n(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.\n\n293-A:7.02 Special Meeting.\n\n(a) A corporation shall hold a special meeting of shareholders:\n\n(1) on call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or\n\n(2) if the holders of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.\n\n(b) If not otherwise fixed under RSA 293-A:7.03 or RSA 293-A:7.07, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.\n\n(c) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no\n\nplace is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.\n\n(d) Only business within the purpose or purposes described in the meeting notice required by RSA 293-A:7.05(c), may be conducted at a special shareholders' meeting.\n\n293-A:7.03 Court-Ordered Meeting.\n\n(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 summarily order a meeting to be held:\n\n(1) on application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or\n\n(2) on application of a shareholder who signed a demand for a special meeting valid under RSA 293-A:7.02, if:\n\n(i) notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's secretary; or\n\n(ii) the special meeting was not held in accordance with the notice.\n\n(b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the\n\npurpose or purposes of the meeting.\n\n293-A:7.04 Action Without Meeting.\n\nI.(a) Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.\n\n(b) If not otherwise determined under RSA 293-A:7.03 or RSA 293-A:7.07, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under RSA 293-A:7.04, I(a).\n\n(c) A consent signed under RSA 293-A:7.04, I has the effect of a meeting vote and may be described as such in any document.\n\n(d) If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least 10 days before the action is taken. The notice must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.\n\nII. The articles of incorporation may allow action without meeting under the following as an alternative to RSA 293-A:7.04, I:\n\n(a) Unless otherwise provided in the articles of incorporation, any\n\naction required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting without prior notice and without a vote, if the action is taken by all the number of shareholders having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the number of shareholders necessary to take such action, indicating the date of signature of each shareholder, and delivered by hand or by certified or registered mail, return receipt requested, to the corporation for inclusion in the minutes or filing with the corporate records. No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent, it is delivered in the manner required by this paragraph to the corporation. The date of the corporate action shall be the date of delivery to the corporation as required by this paragraph.\n\n(b) If not otherwise fixed under RSA 293-A:7.03 or RSA 293-A:7.07, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a).\n\n(c) A consent signed under RSA 293-A:7.04, II has the effect of a meeting vote and may be described as such in any document.\n\n(d) The corporation must give the shareholders who did not consent in writing prompt written notice of the action. The notice must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting\n\nat which the proposed action would have been submitted to the shareholders for action, including when appropriate, the dissenters' notice required by RSA 293-A:13.22. The dissenters' notice must be sent no later than 10 days after the corporate action was taken.\n\n293-A:7.05 Notice of Meeting.\n\n(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.\n\n(b) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.\n\n(c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.\n\n(d) If not otherwise fixed under RSA 293-A:7.03 or RSA 293-A:7.07, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.\n\n(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under RSA 293-A:7.07, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.\n\n293-A:7.06 Waiver of Notice.\n\n(a) A shareholder 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. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.\n\n(b) A shareholder's attendance at a meeting:\n\n(1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and\n\n(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.\n\n293-A:7.07 Record Date.\n\n(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.\n\n(b) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.\n\n(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if\n\nthe meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.\n\n(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.\n\nB. Voting\n\n293-A:7.20 Shareholders' List for Meeting.\n\n(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder.\n\n(b) The shareholders' list must be available for inspection by any shareholder, beginning 2 business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, his agent, or attorney is entitled on written demand to inspect and, subject to the requirements of RSA 293-A:16.02(c), to copy the list, during regular business hours and at his expense, during the period it is available for inspection.\n\n(c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, his agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.\n\n(d) If the corporation refuses to allow a shareholder, his agent, or attorney to inspect the shareholders' list before or at the meeting, or\n\ncopy the list as permitted by subsection (b), the superior court of the county where a corporation's principal office, or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.\n\n(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.\n\n293-A:7.21 Voting Entitlement of Shares.\n\n(a) Except as provided in subsections (b) and (c), or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.\n\n(b) Absent special circumstances, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.\n\n(c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.\n\n(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.\n\n293-A:7.22 Proxies.\n\n(a) A shareholder may vote his shares in person or by proxy.\n\n(b) A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney-in-fact.\n\n(c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months, unless a longer period is expressly provided in the appointment form.\n\n(d) An appointment of a proxy is revocable by the shareholder, unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:\n\n(1) a pledgee;\n\n(2) a person who purchased or agreed to purchase the shares;\n\n(3) a creditor of the corporation who extended it credit under terms requiring the appointment;\n\n(4) an employee of the corporation whose employment contract requires the appointment; or\n\n(5) a party to a voting agreement created under RSA 293-A:7.31.\n\n(e) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.\n\n(f) An appointment made irrevocable under subsection (d) is revoked\n\nwhen the interest with which it is coupled is extinguished.\n\n(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.\n\n(h) Subject to RSA 293-A:7.24 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.\n\n293-A:7.23 Shares Held by Nominees.\n\n(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.\n\n(b) the procedure may set forth:\n\n(1) the types of nominees to which it applies;\n\n(2) the rights or privileges that the corporation recognizes in a beneficial owner;\n\n(3) the manner in which the procedure is selected by the nominee;\n\n(4) the information that must be provided when the procedure is selected;\n\n(5) the period for which selection of the procedure is effective; and\n\n(6) other aspects of the rights and duties created.\n\n293-A:7.24 Corporation's Acceptance of Votes.\n\n(a) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.\n\n(b) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:\n\n(1) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;\n\n(2) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;\n\n(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;\n\n(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or\n\n(5) two or more persons are the shareholder as cotenants or\n\nfiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.\n\n(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.\n\n(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.\n\n(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.\n\n293-A:7.25 Quorum and Voting Requirements for Voting Groups.\n\n(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.\n\n(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.\n\n(c) If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this chapter require a greater number of affirmative votes.\n\n(d) An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsections (a) or (c) is governed by RSA 293-A:7.27.\n\n(e) The election of directors is governed by RSA 293-A:7.28.\n\n293-A:7.26 Action by Single and Multiple Voting Groups.\n\n(a) If the articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in RSA 293-A:7.25.\n\n(b) If the articles of incorporation or this chapter provide for voting by 2 or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in RSA 293-A:7.25. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.\n\n293-A:7.27 Greater Quorum or Voting Requirements.\n\n(a) The articles of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this chapter.\n\n(b) An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups\n\nrequired to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.\n\n293-A:7.28 Voting for Directors; Cumulative Voting.\n\n(a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.\n\n(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.\n\n(c) A statement included in the articles of incorporation that \"all or a designated voting group of shareholders are entitled to cumulate their votes for directors,\" or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among 2 or more candidates.\n\n(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:\n\n(1) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or\n\n(2) a shareholder who has the right to cumulate his votes gives notice to the corporation not less than 48 hours before the time set for the meeting of his intent to cumulate his votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.\n\nC. Voting Trusts and Agreements\n\n293-A:7.30 Voting Trusts.\n\n(a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.\n\n(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than 10 years after its effective date, unless extended under subsection (c).\n\n(c) All or some of the parties to a voting trust may extend it for additional terms of not more than 10 years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. An extension is valid for 10 years from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.\n\n293-A:7.31 Voting Agreements.\n\n(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the\n\nprovisions of RSA 293-A:7.30.\n\n(b) A voting agreement created under this section is specifically enforceable.\n\n293-A:7.32 Shareholder Agreements.\n\n(a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it:\n\n(1) eliminates the board of directors or restricts the discretion or powers of the board of directors;\n\n(2) governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in RSA 293-A:6.40;\n\n(3) establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;\n\n(4) governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies;\n\n(5) establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer or employee of the corporation or among any of them;\n\n(6) transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any\n\nissue about which there exists a deadlock among directors or shareholders;\n\n(7) requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency; or\n\n(8) otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors and the corporation, or among any of them, and is not contrary to public policy.\n\n(b) An agreement authorized by this section shall be;\n\n(1) Set forth: (A) in the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement; or (B) in a written agreement that is signed by all persons who are shareholders at the time of the agreement and is made known to the corporation.\n\n(2) Subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise; and\n\n(3) Valid for 10 years, unless the agreement provides otherwise.\n\n(c) The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement as required by RSA 293-A:6.26(b). If at the time of the agreement the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate or information statement shall not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who,\n\nat the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this subsection and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or prior to the time of purchase of the shares. An action to enforce the right of rescission authorized by this subsection must be commenced within the earlier of 90 days after discovery of the existence of the agreement or 2 years after the time of purchase of the shares.\n\n(d) An agreement authorized by this section shall cease to be effective when shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.\n\n(e) An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.\n\n(f) The existence or performance of an agreement authorized by this\n\nsection shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.\n\n(g) Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made.\n\nD. Derivative Proceedings\n\n293-A:7.40 Definitions. For the purposes of this subdivision:\n\n(1) \"Derivative proceeding\" means a civil suit in the right of a domestic corporation or, to the extent provided in RSA 293-A:7.47, in the right of a foreign corporation.\n\n(2) \"Shareholder\" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf.\n\n293-A:7.41 Standing. A shareholder may not commence or maintain a derivative proceeding unless the shareholder:\n\n(1) was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time; and\n\n(2) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.\n\n293-A:7.42 Demand. No shareholder may commence a derivative proceeding until:\n\n(1) a written demand has been made upon the corporation to take suitable action; and\n\n(2) ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.\n\n293-A:7.43 Stay of Proceedings. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.\n\n293-A:7.44 Dismissal.\n\n(a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsections (b) or (f) 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.\n\n(b) Unless a panel is appointed pursuant to subsection (f), the determination in subsection (a) shall be made by:\n\n(1) a majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum; or\n\n(2) a majority vote of a committee consisting of 2 or more independent directors appointed by majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constituted a quorum.\n\n(c) None of the following shall by itself cause a director to be considered not independent for purposes of this section:\n\n(1) the nomination or election of the director by persons who are\n\ndefendants in the derivative proceeding or against whom action is demanded;\n\n(2) the naming of the director as a defendant in the derivative proceeding or as a person against whom action is demanded; or\n\n(3) the approval by the director of the act being challenged in the derivative proceeding or demand if the act resulted in no personal benefit to the director.\n\n(d) 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:\n\n(1) that a majority of the board of directors did not consist of independent directors at the time the determination was made; or\n\n(2) that the requirements of subsection (a) have not been met.\n\n(e) If a majority of the board of directors does not consist of independent directors at the time the determination is made, the corporation shall have the burden of proving that the requirements of subsection (a) have been met. If a majority of the board of directors consists of independent directors at the time the determination is made, the plaintiff shall have the burden of proving that the requirements of subsection (a) have not been met.\n\n(f) The court may appoint a panel of one or more independent persons upon motion by the corporation 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.\n\n293-A:7.45 Discontinuance or Settlement. A derivative proceeding may not be discontinued or settled without the court's approval. If the court\n\ndetermines 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.\n\n293-A:7.46 Payment of Expenses. On termination of the derivative proceeding the court may:\n\n(1) order the corporation to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;\n\n(2) order the plaintiff to pay any defendant's reasonable 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\n\n(3) order a party to pay an opposing party's reasonable 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 to cause unnecessary delay or needless increase in the cost of litigation.\n\n293-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,\n\n293-A:7.45 and 293-A:7.46.\n\nDirectors and Officers\n\nA. Board of Directors\n\n293-A:8.01 Requirement for and Duties of Board of Directors.\n\n(a) Except as provided in RSA 293-A:7.32, each corporation shall have a board of directors.\n\n(b) All corporate powers must be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction 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.\n\n(c) A corporation having 50 or fewer shareholders may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some or all of the duties of a board of directors.\n\n293-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.\n\n293-A:8.03 Number and Election of Directors.\n\n(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.\n\n(b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by 30 percent or less the number of directors last approved by the shareholders, but only the\n\nshareholders may increase or decrease by more than 30 percent the number of directors last approved by the shareholders.\n\n(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.\n\n(d) 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.\n\n293-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.\n\n293-A:8.05 Terms of Directors Generally.\n\n(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.\n\n(b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under RSA 293-A:8.06.\n\n(c) A decrease in the number of directors does not shorten an incumbent director's term.\n\n(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.\n\n(e) Despite the expiration of a director's term, he continues to serve until his successor is elected and qualified or until there is a decrease in the number of directors.\n\n293-A:8.06 Staggered Terms for Directors. If there are 9 or more directors, the articles of incorporation may provide for staggering their terms 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. 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.\n\n293-A:8.07 Resignation of Directors.\n\n(a) A director may resign at any time by delivering written notice to the board of directors, its chairman, or to the corporation.\n\n(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.\n\n293-A:8.08 Removal of Directors by Shareholders.\n\n(a) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors\n\nmay be removed only for cause.\n\n(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 him.\n\n(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.\n\n(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.\n\n293-A:8.09 Removal of Directors by Judicial Proceeding.\n\n(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 either by the corporation or by its shareholders subject to the provisions of RSA 293-A:7.40 through RSA 293-A:7.47, holding at least 10 percent of the outstanding shares of any class if the court finds that:\n\n(1) The director engaged in fraudulent or illegal conduct with respect to the corporation; and\n\n(2) Removal is in the best interest of the corporation.\n\n(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.\n\n(c) If shareholders commence a proceeding under subsection (a), they\n\nshall make the corporation a party defendant.\n\n293-A:8.10 Vacancy on Board.\n\n(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:\n\n(1) The shareholders may fill the vacancy.\n\n(2) The board of directors may fill the vacancy.\n\n(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.\n\n(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.\n\n(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.\n\n293-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.\n\nB. Meetings and Action of the Board\n\n293-A:8.20 Meetings and Action of the Board.\n\n(a) The board of directors may hold regular or special meetings in or out of this state.\n\ndirectors may hold regular or special meetings in or out of this state.\n\non or bylaws provide otherwise, the board of directors may fix the compensation of directors.\n\ncurs, but the new director may not take office until the vacancy occurs.\n\nct to the provisions of RSA 293-A:7.40 through RSA 293-A:7.47, holding at least 10 percent of the outstanding shares of any class if the court finds that:\n\nshareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual sh", "in_text": [], "chars": 114693}, "nver": 0, "namd": 0, "rsa": {"RSA 293-A": "/laws/293-a", "RSA 293-A:1.21": "/laws/293-a#s1.21", "RSA 293-A:5.03": "/laws/293-a#s5.03", "RSA 293-A:16.22": "/laws/293-a", "RSA 293-A:1.24": "/laws/293-a#s1.24", "RSA 293-A:1.20": "/laws/293-a#s1.20", "RSA 293-A:15.10": "/laws/293-a#s15.10", "RSA 292": "/laws/292", "RSA 293-A:1.22": "/laws/293-a#s1.22", "RSA 293-A:1.33": "/laws/293-a#s1.31", "RSA 293-A:1.41": "/laws/293-a#s1.41", "RSA 293-A:8.40": "/laws/293-a#s8.40", "RSA 421-B:13": "/laws/421-b", "RSA 293-A:4.01": "/laws/293-a#s4.01", "RSA 293-A:8.33": "/laws/293-a#s8.33", "RSA 293-A:3.01": "/laws/293-a#s3.01", "RSA 652:11": "/laws/652#s11", "RSA 293-A:6.02": "/laws/293-a#s6.02", "RSA 293-A:6.01": "/laws/293-a#s6.01", "RSA 293-A:6.40": "/laws/293-a#s6.40", "RSA 293-A:6.25": "/laws/293-a#s6.25", "RSA 293-A:6.21": "/laws/293-a#s6.21", "RSA\n\n293-A:6.20": "/laws/293-a#s6.20", "RSA 293-A:6.27": "/laws/293-a#s6.27", "RSA 293-A:6.26": "/laws/293-a#s6.26", "RSA 293-A:7.03": "/laws/293-a#s7.03", "RSA 293-A:7.07": "/laws/293-a#s7.07", "RSA 293-A:7.05": "/laws/293-a#s7.05", "RSA 293-A:7.02": "/laws/293-a#s7.02", "RSA 293-A:7.04": "/laws/293-a#s7.04", "RSA 293-A:13.22": "/laws/293-a#s13.22", "RSA 293-A:16.02": "/laws/293-a#s16.02", "RSA 293-A:7.31": "/laws/293-a#s7.31", "RSA 293-A:7.24": "/laws/293-a#s7.24", "RSA 293-A:7.27": "/laws/293-a#s7.27", "RSA 293-A:7.28": "/laws/293-a#s7.28", "RSA 293-A:7.25": "/laws/293-a#s7.25", "RSA 293-A:7.30": "/laws/293-a#s7.30", "RSA 293-A:7.47": "/laws/293-a#s7.47", "RSA 293-A:7.43": "/laws/293-a#s7.43", "RSA 293-A:7.32": "/laws/293-a#s7.32", "RSA 293-A:8.06": "/laws/293-a#s8.06", "RSA 293-A:7.40": "/laws/293-a#s7.40", "RSA 293-A:8.07": "/laws/293-a#s8.07"}, "amends": {"RSA 293-A": "/laws/293-a"}, "changed": ["77-A:18", "292:5-b", "301-A:4", "304-B:49", "401:6", "401:7", "401:12", "401:15"]}