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Section 564-F:1-102 – Scope.

    564-F:1-102 Scope. – This chapter applies to foundations and foreign foundations. Source. 2017, 257:47, eff. Oct. 1, 2017.

Section 564-F:1-103 – Reservation of Power to Amend or Repeal.

    564-F:1-103 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 persons subject to this chapter are governed by the amendment or repeal. Source. 2017, 257:47, eff. Oct. 1, 2017.

Section 564-F:10-1001 – Board of Directors.

    564-F:10-1001 Board of Directors. – (a) A foundation shall have a board of directors. (b) Unless the governing documents provide otherwise, the board of directors shall have general responsibility for managing the foundation’s affairs and the authority to exercise the foundation’s powers. Source. 2017, 257:47, eff. Oct. 1, 2017.

Section 564-F:10-1002 – Qualifications.

    564-F:10-1002 Qualifications. – (a) The governing documents may prescribe qualifications for directors. (b) Unless the governing documents provide otherwise, a director may be: (1) An individual or an entity; and (2) A resident of any jurisdiction and need not be a resident of this state. Source. 2017, 257:47, eff. Oct. 1, 2017.

Section 564-F:10-1003 – Number.

    564-F:10-1003 Number. – (a) A foundation shall have at least one director. (b) Subject to subsection (a), the number of directors may be increased or decreased: (1) In accordance with the provisions of the governing documents governing the method for increasing or decreasing the number of directors; or (2) By an amendment of the […]

Section 564-F:10-1004 – Classes.

    564-F:10-1004 Classes. – (a) A foundation may have one or more classes of directors. (b) Each class of directors shall have the duties and powers assigned to that class under the governing documents. Source. 2017, 257:47, eff. Oct. 1, 2017.

Section 564-F:10-1005 – Appointment and Term.

    564-F:10-1005 Appointment and Term. – (a) The initial directors shall be appointed by: (1) The organizers; or (2) The founder. (b) After the appointment of the initial directors, any additional or successor director shall be appointed: (1) In accordance with the provisions of the governing documents governing the appointment of directors; or (2) If […]

Section 564-F:10-1006 – Resignation.

    564-F:10-1006 Resignation. – (a) A director may resign at any time by delivering written notice of the resignation to: (1) The other directors; and (2) The persons who have the power to appoint a successor director. (b) A resignation is effective upon the delivery of the notice of resignation, unless that notice specifies a […]

Section 564-F:10-1007 – Removal.

    564-F:10-1007 Removal. – (a) A director may be removed in accordance with the governing documents. (b) The court may remove a director if: (1) The director has committed a serious breach of duty; (2) Lack of cooperation among the directors substantially impairs the management of the foundation’s affairs; (3) Because of unfitness, unwillingness, or […]

Section 564-F:10-1008 – Committees.

    564-F:10-1008 Committees. – (a) Unless the governing documents provide otherwise, the directors may: (1) Establish one or more committees; (2) Appoint one or more directors as members of a committee; (3) Remove one or more members of a committee; and (4) Terminate any committee. (b) To the extent specified by the directors or in […]

Section 564-F:10-1009 – Delegation.

    564-F:10-1009 Delegation. – (a) Unless the governing documents provide otherwise, the directors may delegate to any one or more persons any duty or power that prudent directors of comparable skills and having the same power or duty could properly delegate under the circumstances. (b) The directors may delegate a duty or power to a […]

Section 564-F:10-1010 – Voting.

    564-F:10-1010 Voting. – (a) Unless the governing documents provides otherwise, each director shall have one vote on each matter on which the directors may vote. (b) Unless the governing documents provide otherwise, each matter on which the directors may vote shall be decided by vote of a majority of the directors. Source. 2017, 257:47, […]

Section 564-F:10-1011 – Meetings.

    564-F:10-1011 Meetings. – (a) The governing documents may set forth provisions relating to: (1) Notice of the time, place, or purpose of any meeting at which any matter is to be voted on by any directors or class of directors; (2) Waiver of any notice of a meeting; (3) Action by vote without a […]

Section 564-F:10-1012 – Actions by Consent.

    564-F:10-1012 Actions by Consent. – Unless the governing documents provide otherwise, the directors may take any vote without a meeting and without prior notice if the vote is recorded in a writing setting forth the action so taken and is signed by all of the directors. Source. 2017, 257:47, eff. Oct. 1, 2017.

Section 564-F:11-1101 – Duty to Manage the Foundation in Good Faith.

    564-F:11-1101 Duty to Manage the Foundation in Good Faith. – A director has a duty to manage the foundation and its property in good faith, in accordance with the terms of the governing documents, and in accordance with this chapter. Source. 2017, 257:47, eff. Oct. 1, 2017.

Section 564-F:11-1102 – Duty of Loyalty.

    564-F:11-1102 Duty of Loyalty. – (a) Unless the governing documents provide otherwise, a director has a duty to manage the foundation and its property solely in the interests of the foundation’s purposes and the beneficiaries’ interests. (b) A transaction not concerning the foundation or its property in which a director engages in the director’s […]

Section 564-F:11-1103 – Duty of Impartiality.

    564-F:11-1103 Duty of Impartiality. – Unless the governing documents provide otherwise, if a foundation has two or more beneficiaries, then a director has a duty to act impartially in managing the foundation, its affairs, and its property, giving due regard to the foundation’s purposes and the beneficiaries’ interests. Source. 2017, 257:47, eff. Oct. 1, […]

Section 564-F:11-1104 – Duty of Prudent Management.

    564-F:11-1104 Duty of Prudent Management. – (a) Unless the governing documents provide otherwise, a director has a duty to manage the foundation, its affairs, and its property as a prudent person would manage the foundation, its affairs, and its property. (b) In satisfying the standard under subsection (a), a director shall: (1) Exercise reasonable […]

Section 564-F:11-1105 – Duty to Control and Protect Foundation Property.

    564-F:11-1105 Duty to Control and Protect Foundation Property. – (a) Unless the governing documents provide otherwise, a director has a duty to take reasonable steps to control and protect the foundation’s property. (b) Under subsection (a), a director’s duty includes: (1) Enforcing the claims of the foundation; (2) Defending claims against the foundation; and […]