293-A:1.41 Notices and Other Communications. – (a) Notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English. (b) A notice or other communication may be […]
293-A:1.42 Number of Shareholders. – (a) For purposes of this chapter, the following identified as a shareholder in a corporation’s current record of shareholders constitutes one shareholder: (1) three or fewer co-owners; (2) a corporation, partnership, trust, estate, or other entity; (3) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, […]
293-A:1.43 Qualified Director. – (a) A " qualified director " is a director who, at the time action is to be taken under: (1) RSA 293-A:7.44, does not have (i) a material interest in the outcome of the proceeding, or (ii) a material relationship with a person who has such an interest; (2) RSA […]
293-A:1.44 Householding. – (a) A corporation has delivered written notice or any other report or statement under this chapter, the articles of incorporation or the bylaws to all shareholders who share a common address if: (1) The corporation delivers one copy of the notice, report, or statement to the common address; (2) The corporation […]
293-A:10.01 Authority to Amend. – (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in […]
293-A:10.02 Amendment Before Issuance of Shares. – If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation’s articles of incorporation. Source. 2013, 142:1, eff. Jan. 1, 2014.
293-A:10.03 Amendment by Board of Directors and Shareholders. – If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner: (a) The proposed amendment must be adopted by the board of directors. (b) Except as provided in RSA 293-A:10.05, RSA 293-A:10.07, and RSA 293-A:10.08, after […]
293-A:10.04 Voting on Amendments by Voting Groups. – (a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this chapter) on a proposed amendment to the articles […]
293-A:10.05 Amendment by Board of Directors. – (a) Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments to the corporation’s articles of incorporation without shareholder approval: (1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; […]
293-A:10.06 Articles of Amendment. – (a) After an amendment to the articles of incorporation has been adopted and approved in the manner required by this chapter and by the articles of incorporation, the corporation shall deliver to the secretary of state, for filing, articles of amendment, which shall set forth: (1) the name of […]
293-A:10.07 Restated Articles of Incorporation. – (a) A corporation’s board of directors may restate its articles of incorporation at any time, with or without shareholder approval, to consolidate all properly approved amendments into a single document. (b) If the restated articles include one or more new amendments that require shareholder approval, the amendments must […]
293-A:10.08 Amendment Pursuant to Reorganization. – (a) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States. (b) The individual or […]
293-A:10.09 Effect of Amendment. – An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation’s name […]
293-A:10.20 Amendment by Board of Directors or Shareholders. – (a) A corporation’s shareholders may amend or repeal the corporation’s bylaws. (b) A corporation’s board of directors may amend or repeal the corporation’s bylaws, unless: (1) the articles of incorporation, RSA 293-A:10.21 or, if applicable, RSA 293-A:10.22 reserve that power exclusively to the shareholders in […]
293-A:10.21 Bylaw Increasing Quorum or Voting Requirement for Directors. – (a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed: (1) if originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; (2) if adopted by the board of directors, […]
293-A:10.22 Bylaw Provisions Relating to the Election of Directors. – (a) Unless the articles of incorporation (i) specifically prohibit the adoption of a bylaw pursuant to this section, (ii) alter the vote specified in RSA 293-A:7.28(a), or (iii) provide for cumulative voting, a public corporation may elect in its bylaws to be governed in […]
293-A:11.01 Definitions. – As used in this subdivision: (a) " Merger " means a business combination pursuant to RSA 293-A:11.02. (b) " Party to a merger " or " party to a share exchange " means any domestic or foreign corporation or eligible entity that will: (1) merge under a plan of merger; (2) […]
293-A:11.02 Merger. – (a) One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or 2 or more foreign business corporations or domestic or foreign eligible entities may merge into a new domestic business corporation to be created […]
293-A:11.03 Share Exchange. – (a) Through a share exchange: (1) a domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign eligible […]
293-A:11.04 Action on a Plan of Merger or Share Exchange. – In the case of a domestic corporation that is a party to a merger or share exchange: (a) The plan of merger or share exchange must be adopted by the board of directors. (b) Except as provided in subsection (g) and in RSA […]
