Title XXVII, Corporations, Associations, and Proprietors of Common Lands

Notice of each meeting, together with a statement of the purposes thereof, shall be mailed to each member at least 10 days prior to the meeting; provided, that the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation, publi…

The business of the association shall be managed by a board of not less than 5 directors, elected by the members or stockholders from their own number.

The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts, either directly or by district delegates elected by the members in that district, and in such case t…

The bylaws may provide that primary elections shall be held in each district, to elect the directors apportioned to such districts, and that the result of all such primary elections may be ratified by the next regular meeting of the association or may be deemed the act of the ass…

The bylaws may provide that one or more directors may be appointed by any public official or commission or by the other directors selected by the members or their delegates. Such directors shall represent primarily the interest of the general public in such associations and need …

When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the bylaws provide for an election of directors by districts, and in such a case the board of directors shall i…

Five or more persons, a majority of whom are residents of this state, engaged in the production of agricultural products, may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this chapter.

No director, during the term of his office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded each member or holder of common stock of the association or others, or upon terms differing from those generally cu…

The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of that board.

The directors shall elect from their number a president and one or more vice-presidents. They shall also elect a secretary, who shall be the clerk of the corporation, and a treasurer, who need not be directors or members of the association; and they may combine the 2 latter offic…

Each officer, employee and agent handling funds or negotiable instruments or property of or for any association shall give to the association a bond, satisfactory to the board of directors, for the faithful performance of his duties and obligations.

An association may provide a fair remuneration for the time actually spent by its officers and directors in its service and for the service of the members of its executive committee. The bylaws may provide that no director or officer shall occupy any position in the association, …

When a member of an association established without capital stock has paid his membership fee in full, he shall receive a certificate of membership.

No association shall issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note; but such retention as se…

No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory note given in payment therefor.

Unless otherwise provided in the certificate of organization, no member or stockholder shall be entitled to more than one vote, regardless of the number of shares of stock owned by him.

Any association organized with stock may issue preferred stock, with or without the right to vote. Such stock may be sold to any person, member, or nonmember, and may be redeemable or retirable by the association on such terms and conditions as may be provided in the certificate …

Each association incorporated hereunder shall have the following powers: I. To engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization of any agricult…

The bylaws shall prohibit the transfer of stock of the association entitled to voting rights, other than preferred stock, to persons not qualified to be members of the association and such restrictions shall be printed upon every certificate of stock subject thereto.

An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over 10 years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association, or any f…

The bylaws or the marketing contract may fix, as liquidated damages, a specific sum to be paid by a member or stockholder to the association upon the breach by him of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may furthe…

In the event of any such breach or threatened breach of such marketing contract by a member, the superior court may restrain by injunction further breach of the contract and may decree specific performance thereof. Pending the termination of such an action and upon filing a verif…

In any action upon such marketing agreement, it shall be conclusively presumed that a landowner, landlord or lessor is able to control the delivery of products produced on his land by tenants or others, whose tenancy, possession or work on such land, or the terms of whose tenancy…

Whenever an association with preferred capital stock, shall purchase the stock or any property, or interest, it may discharge the obligation so incurred, wholly or in part, by exchanging for the acquired interest shares of its preferred capital stock to an amount which at par val…

An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations, with or without capital stock, and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utili…

If such corporations are warehousing corporations, they may issue legal warehouse receipts of the association against the commodities delivered, and such legal warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commod…

An association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements, contracts and arrangements with any other cooperative corporation, association or associ…

The commissioner of agriculture, markets, and food may by general or specific order prescribe such comprehensive systems of accounting for such associations as will provide information for rendering adequate reports and may require any such association to render reports, in form …

Before commencing business, the president, treasurer, and a majority of the directors shall prepare and file a certificate of organization, setting forth: I. The name of the association. II. The purposes for which it is formed. III. The place where its principal business will be …

Each association formed under this chapter shall prepare and submit to its annual meeting an annual report containing the name of the association, its principal place of business; a general statement of its business operations during the fiscal year, showing the amount of capital…

If any such association shall neglect or refuse to render to the commissioner of agriculture, markets, and food any report required by him under the provisions of RSA 301:39, the charter of such association shall be liable to forfeiture, and it shall be the duty of the commission…

The commissioner of agriculture, markets, and food may forbear or discontinue such proceedings at any time, upon being satisfied that the delinquency was not willful and upon the rendering by the association of such reports as he may deem necessary.

No person, firm, corporation or association, hereafter organized or hereafter undertaking to do business in this state, as a farmers' marketing association for the sale of farm products, shall be entitled to use the word "cooperative" as part of its corporate or other business na…

I. A cooperative name shall not contain language stating or implying that the association is organized for a purpose other than that permitted by RSA 301:3 and its certificate of organization. II. Except as authorized by paragraphs III and IV, a cooperative name, based upon the r…

Any corporation or association organized under generally similar laws of another state shall be allowed to carry on any proper activities, operations and functions in this state upon compliance with the general regulations applicable to foreign corporations desiring to do busines…

Any corporation or association, organized under previously existing statutes, may, by a majority vote of its directors be brought under the provisions of this chapter by limiting its membership and adopting the other restrictions as provided herein. It shall make out in duplicate…

When any association shall be hereafter incorporated hereunder, all contracts heretofore made, by or on behalf of the same, in anticipation of such incorporation; whether such contracts be made by or in the name of some corporation organized elsewhere or otherwise, shall have the…

Any person or any corporation whose officers or employees knowingly induce or attempt to induce any member or stockholder of an association organized hereunder, or organized under similar statutes of other states, with similar restrictions and rights and operating in this state u…

Any person, firm or corporation conducting a warehouse within this state who solicits or persuades or knowingly permits any member of any association organized hereunder to breach his marketing contract with the association by accepting or receiving such member's products for sal…

No association organized hereunder and complying with the terms hereof shall be deemed to be a conspiracy or a combination in restraint of trade or an illegal monopoly or an attempt to lessen competition or to fix prices arbitrarily; and the marketing contracts and agreements bet…

An association may amend its certificate of organization by the affirmative vote of 2/3 of the members voting thereon at any regular meeting, or at a special meeting called for that purpose, or if the association permits its members to vote on the basis of patronage, by the affir…

Each association organized hereunder shall pay an annual fee of $25 only, in lieu of all franchise, license, or corporation taxes, or taxes or charges upon reserves held by it for members.

The appropriate provisions of this title and all powers and rights thereunder shall apply to the associations organized hereunder, except where such provisions are in conflict with or inconsistent with the express provisions hereof. But provisions which are in conflict herewith s…

Any officer or director who shall subscribe or make oath to any certificate provided for in RSA 301:4 and 5, which shall contain any false statement, known by such person to be false; or who shall do any act relative to the issue of capital stock which is not permitted by RSA 301…

An association incorporated under the provisions of this section shall have the following powers: I. To generate, manufacture, purchase, acquire, accumulate, and transmit electric energy, and to distribute, sell, supply and dispose of electric energy to its members, to government…