Chapter 295: General Powers of Corporations

The provisions of this chapter do not apply to public municipal corporations, such as towns and cities. They do not apply to corporations organized under or adopting the provisions of RSA 294 and 301, excepting the provisions of RSA 295:10 and 11, and also RSA 297.

The rights, powers and duties set forth in this chapter are incident to all corporations legally constituted not excepted in RSA 295:1, subject to any limitations or restrictions imposed by their charters or articles of association or the laws under which they were organized.

Every such corporation may admit associates and members, and for just cause remove them; may elect all necessary officers, define their duties and fix their compensation; may have a common seal, and change the same at pleasure; may sue and be sued, appear, prosecute and defend in the corporate name to final judgment and execution, and appoint agents and attorneys for that purpose; and shall have perpetual succession, unless incorporated or formed for a limited term or dissolved as provided by law.

Any 3 of the 5 grantees first named in the charter of a corporation (unless otherwise provided therein), or any 3 of the first 5 signers of the articles of agreement by which a corporation is formed, may call the first meeting of the members or stockholders by giving to each in hand, or leaving at the abode of each, or by sending through the mails, postpaid, to the post office address of each, a notice of the time and place of the meeting, 7 days at least before the day of meeting. Such meeting may be held without previous notice if all the members or stockholders voluntarily assemble together for the purpose, or it may be so held at a time and place to which they have all agreed in writing.

Such corporations may adopt bylaws, not repugnant to the laws of this state, to provide for the election, removal and retiring of members; to fix the times and places of holding meetings and the manner of calling and conducting them; to regulate the number of officers, the manner of choosing them, their tenure of office and their powers and duties; and to promote the objects of the corporation; and they may alter and amend such bylaws.

They may make contracts necessary and proper for the transaction of their authorized business, and no other. They shall be capable of binding themselves as sureties or guarantors for others, to the extent that such suretyship or guarantee may be necessary and proper for the transaction of their authorized business or serves to further their corporate purposes.

They may purchase, hold and convey real and personal estate necessary and proper for the due transaction of their authorized business, not exceeding the amount authorized by their charter or by statute, and no other.

Every such corporation may incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations and refund the same and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income.

Every such corporation may make or enter into lease agreements, either as lessee or lessor, to carry out any of its corporate purposes.

They may take mortgages or pledges or make attachments of any property to secure the payment of debts due to them, and may perfect a title thereto by proper legal proceedings; but they shall sell or dispose of any property so obtained, which they are not authorized to hold, within 5 years after the title is perfected.

A corporation, at any legal meeting, may alter the time of holding its annual meeting.

Officers of private corporations, when required to furnish copies or certificates or to examine records, shall be entitled to the same fees as registers of deeds.

The legislature may at any time alter, amend or repeal the charter of any corporation, or the law under which it was established, or may modify or amend any of its franchises, duties or liabilities; but the remedy against the corporation, its members or officers, for any liability previously incurred, shall not be impaired thereby.