HB1267 (2020) Detail

Relative to the liability of directors and officers of New Hampshire nonprofit corporations.


HB 1267 - AS INTRODUCED

 

 

2020 SESSION

20-2663

11/05

 

HOUSE BILL 1267

 

AN ACT relative to the liability of directors and officers of New Hampshire nonprofit corporations.

 

SPONSORS: Rep. Ebel, Merr. 5; Rep. M. Smith, Straf. 6; Rep. Martin, Hills. 23; Rep. McBeath, Rock. 26; Rep. Mangipudi, Hills. 35; Sen. Watters, Dist 4

 

COMMITTEE: Commerce and Consumer Affairs

 

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ANALYSIS

 

This bill modifies the limitation on liability of directors and officers of New Hampshire nonprofit corporations.

 

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Explanation: Matter added to current law appears in bold italics.

Matter removed from current law appears [in brackets and struckthrough.]

Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.

20-2663

11/05

STATE OF NEW HAMPSHIRE

 

In the Year of Our Lord Two Thousand Twenty

 

AN ACT relative to the liability of directors and officers of New Hampshire nonprofit corporations.

 

Be it Enacted by the Senate and House of Representatives in General Court convened:

 

1  Voluntary Corporations and Associations; Articles of Agreement.  Amend RSA 292:2, V-a to read as follows:

V-a.[(a)  The articles of agreement may contain a provision eliminating or limiting the personal liability of a director, an officer, or both, to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, an officer, or both, except with respect to:

(1)  Any breach of the director's or officer's duty of loyalty to the corporation or its shareholders.

(2)  Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law.

(3)  Any transaction from which the director, officer, or both, derived an improper personal benefit.

(b)  This paragraph shall not be construed to eliminate or limit the liability of a director, an officer, or both, for any act or omission occurring before January 1, 1992.] (a) The articles of agreement may contain a provision specifying that a director, an officer, or both, shall have liability to the corporation or its shareholders for money damages for breach of fiduciary duty as a director, an officer, or both.  Except as so provided in the articles of agreement, a director, an officer, or both, shall have no liability to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director or an officer, except liability for:

(1)  The amount of a financial benefit received by a director or an officer to which the director or officer is not entitled.

(2)  An intentional infliction of harm on the corporation or its shareholders.

(3)  An intentional violation of criminal law.

(b)  For purposes of this paragraph, "liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

(c)  This paragraph shall not be construed to eliminate or limit the liability of a director, an officer, or both, for any act or omission occurring before January 1, 2021.  Such an act or omission shall be subject to the provisions of RSA 292:2 as in effect at the time of the occurrence of the act or omission.

2  Effective Date.  This act shall take effect January 1, 2021.

Links

HB1267 at GenCourtMobile
HB1267 Discussion

Action Dates

Date Body Type
Jan. 22, 2020 House Hearing
Feb. 4, 2020 House Exec Session
March 3, 2020 House Exec Session

Bill Text Revisions

HB1267 Revision: 6928 Date: Dec. 2, 2019, 1:35 p.m.

Docket

Date Status
Jan. 8, 2020 Introduced 01/08/2020 and referred to Commerce and Consumer Affairs HJ 1 P. 15
Jan. 22, 2020 Public Hearing: 01/22/2020 10:30 am LOB 302
Jan. 31, 2020 Subcommittee Work Session: 01/31/2020 09:30 am LOB 302
Feb. 4, 2020 Executive Session: 02/04/2020 10:00 am LOB 302
Feb. 21, 2020 Subcommittee Work Session: 02/21/2020 10:00 am LOB 302
March 3, 2020 Executive Session: 03/03/2020 10:30 am LOB 302
March 11, 2020 Committee Report: Refer for Interim Study for 03/11/2020 (Vote 18-0; CC) HC 10 P. 5
Committee Report: Refer for Interim Study (Vote 18-0; CC)
March 11, 2020 Refer for Interim Study: MA VV 03/11/2020