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

Any natural person or association, or incorporated or unincorporated group, organized on a cooperative basis, or any nonprofit group, shall be deemed a member upon the full payment of the membership fee or minimum membership capital stated in the bylaws as necessary to qualify fo…

I. No certificate for share or membership capital shall be issued until its par value is paid for in full. Each certificate issued by an association shall have printed upon it a full or condensed statement of the requirements of RSA 301-A:16 and 26. II. Any natural person eligibl…

I. If a member desires to withdraw from the association or dispose of any or all of his holdings, the directors shall have the power to purchase such holdings by paying him the par value or book value, whichever is lower, of any or all of the holdings offered. The directors shall…

The bylaws may give the directors the power to use the reserve funds to recall, at par value, the holdings of any member in excess of the amount requisite for membership. The bylaws may also provide that if any member has failed to patronize the association during a period of tim…

No purchase or recall shall be made by the directors if it will impair the solvency of the association.

The holdings of any member of an association to the extent of a minimum amount necessary for membership, but not to exceed $100, shall be exempt from attachment, execution, or garnishment for the debts of the owner. If any holdings in excess of this amount are subjected to such l…

Members shall not be jointly or severally liable for association debts; nor shall a subscriber be liable except to the extent of the unpaid amount on his membership fee or capital stock subscribed by him.

I. Five or more persons, a majority of whom are residents of this state, may form a nonprofit cooperative association with or without capital stock under the provisions of this chapter. II. An association may be incorporated on a cooperative, nonprofit basis for the purpose of ac…

Any member whose activity in the association is contrary to basic consumer cooperation principles or who endangers effective operation of the association may be expelled by the board of directors. Written notice of the charges against him and reasonable opportunity for a hearing …

The bylaws of each association shall provide for regular meetings of members to be held at least once a year.

Special meetings may be called at any time by a majority vote of the directors or by written petition of at least 1/10 of the membership. It shall be the duty of the secretary to call such meetings to take place within 30 days after such demand. Regular or special meetings may be…

The secretary shall give notice of the time and place of meetings, together with a statement of the meeting agenda, to each member at his last known address not less than 10 days prior to the meeting.

Each member of an association shall have only one vote. Voting power shall be distributed on the basis of one vote per natural person or member. The certificate of organization may prescribe the voting rights of member associations in another consumer cooperative; provided, that …

No member shall be permitted to vote by proxy.

The maximum rate of dividends paid on share capital shall not exceed 10 percent per year, or such other percentage per year as may be approved under the bylaws of the National Consumer Cooperative Bank, upon the paid capital. Dividends shall be non-cumulative. The net savings of …

For taxation purposes, each association formed under this chapter shall pay to the secretary of state an annual fee of $25 in lieu of all franchise, license, or corporation taxes, or taxes upon reserves held by the association for its members.

Net savings shall be allocated or distributed to all members or patrons in proportion to their transactions, patronage, sales, or labor within one or more divisions or departments of the association; provided, that the net savings of an association may be retained to expand its s…

If net savings or dividends have not been claimed by a member or patron for 5 years, the member or patron has not corresponded with the association in writing within 5 years, and the current address of the member or patron is unknown, the association shall make a good faith effor…

Each officer, employee, and agent handling funds or securities amounting to $1,000 or more in any one year shall be covered by adequate bond to be approved as to form and amount by the board of directors.

The provisions of RSA 292 and 293-A shall apply to associations formed under this chapter, except those powers inconsistent with this chapter.

Every association shall cause its books to be audited or reviewed at the end of each year by qualified independent accountants who shall not be officers or directors. Where the annual business of the association amounts to less than $1,000,000, the audit may be made by a committe…

I. Every association organized under this chapter shall prepare and submit to its annual meeting, and shall deliver to the secretary of state, a report of its condition, signed under the penalties of perjury by the president or treasurer. Such report shall be made on or before Ap…

I. The certificate of organization of a foreign cooperative association may be revoked by the secretary of state if an association fails to file its annual report by the date required under RSA 301-A:31, or if such association fails to pay any fees when they become due and payabl…

The secretary of state may administratively dissolve a domestic association under RSA 301-A:32-b if: I. The association for 2 consecutive years does not pay within 60 days after they are due any franchise fees or penalties imposed by this chapter or other law; or II. The associat…

The secretary of state shall administratively dissolve the association by mailing a notice of dissolution to the association at its principal address as listed in the records of the secretary of state. Such notice shall recite the grounds for dissolution and effective date, toget…

The provisions of RSA 292 and 293-A for the dissolution of nonprofit and business corporations shall apply to associations formed under this chapter; provided, however, that the secretary of state shall charge and collect a fee of $25 for filing articles of dissolution and issuin…

Only persons, firms, corporations, associations, and foreign corporations operating on a cooperative basis and authorized to do business in New Hampshire, and which comply with the provisions of this chapter, shall be entitled to use the term "cooperative." Provided, that any per…

Any person or any corporation whose officers or employees knowingly induce or attempt to induce any member or stockholder of an association formed under this chapter or of a foreign cooperative association to breach his marketing contract with the association shall be guilty of a…

Any group or association operating on a cooperative basis as defined in RSA 301-A:1, IX, and incorporated under another law of the state of New Hampshire or any unincorporated group operating on such basis in the state of New Hampshire may, by a majority vote of the members votin…

A foreign corporation or association operating on a cooperative basis and complying with laws similar to RSA 301-A of the state in which it is organized shall be entitled to do business in the state of New Hampshire as a foreign cooperative corporation or association, if it is au…

If otherwise lawful, any 2 or more associations may merge or consolidate under this chapter or under the law of the state where the surviving or new association will exist. Before an association may merge or consolidate with any other association, a written plan of merger or cons…

The applicable provisions, powers, and rights of RSA 293-A shall apply to associations organized under this chapter to the extent they are not in conflict or inconsistent with any part of this chapter. Provisions which are in conflict shall be inapplicable to such associations.

Each association shall have the following powers in addition to those granted under RSA 293-A:3.02: I. To continue as a corporation for the time specified in its certificate. II. To have a corporate seal and to alter the same at pleasure. III. To sue and to be sued in its corpora…

Before a cooperative association may begin its activities, the president, treasurer, and a majority of the directors shall prepare, subscribe to, and file with the secretary of state a certificate of organization containing: I. A statement as to the purpose or purposes for which …

The secretary of state shall sign and affix the seal of the state to the certificate of organization. The certificate of organization shall then be returned to the association.

The existence of every association formed under this chapter shall begin once the certificate of organization is filed with the secretary of state, and payment of the fee is made as provided under RSA 301-A:9.

I. Amendments to the certificate of organization may be proposed by a 2/3 vote of the board of directors or by petition of 10 percent of the association's members. Notice of the meeting to consider the proposed amendment shall be sent by the secretary at least 30 days prior to su…

An association shall pay a fee of $25 to the secretary of state for filing a certificate of organization, and a fee of $25 for filing an amendment to its certificate.