Revision: Dec. 2, 2019, 1:35 p.m.
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
-----------------------------------------------------------------
ANALYSIS
This bill modifies the limitation on liability of directors and officers of New Hampshire nonprofit corporations.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.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.