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

Such mortgage of after-acquired property shall not affect any builders' or other lien.

The foreclosure of a mortgage of any corporation organized under the laws of this state shall inure to the benefit of the holders of bonds, coupons and other claims secured thereby, and whenever the franchises of the corporation are included in the mortgage with power of sale and…

The trustee under such mortgage may, by auction sale, convey to said purchaser or to said new corporation all the right, title and interest under the mortgage and by virtue of the foreclosure thereof, and thereupon said trustees shall be discharged.

The new corporation may call its first meeting in the manner provided for calling the first meeting of the original corporation, or any such purchaser may call the same by publication in some newspaper published in the city of Concord.

It may use the old corporate name, or adopt a new one, by which it shall thereafter be known; may issue capital stock, as the directors may determine, in an amount not exceeding the purchase price at the foreclosure sale; shall file a certificate with the secretary of state, sign…

This act may be cited as the "New Hampshire Decentralized Autonomous Organization Act" (the "Act").

In this chapter: I. "Association" means any corporation formed under this chapter on a nonprofit basis. II. "Capital" means, when an association is formed without capital stock, the total consideration for which the entire number of memberships in an association is issued. III. "…

Terms used in this chapter have the following meaning: I. Agricultural products includes horticultural, viticultural, forestry, dairy, live stock, poultry, bee, and any farm products. II. Member includes actual members of associations without capital stock and holders of common s…

Bylaws shall be adopted or repealed by at least a majority vote of the members. Bylaws shall be amended by at least a majority vote of members present at a regular meeting of the association or by at least a majority vote of members casting votes if the bylaws permit voting by ab…

Each association shall, within 30 days after its organization, adopt for its government and management, a code of bylaws, not inconsistent with the powers granted hereby. A majority vote of the members or stockholders, or their written assent, is necessary to adopt such bylaws.

I. Unless the bylaws provide otherwise, every New Hampshire DAO shall have the power to do all things necessary or convenient to carry out its activities, business, and internal affairs, including the capacity to sue and be sued in its own name, and the power to acquire, own, hol…

The bylaws may include: I. The method and terms of admission to membership and the disposal of members' interests on cessation of membership for any reason, including the amount of entrance, organization, and membership fees, and the purposes for which they may be used. II. The t…

Each association may provide in its bylaws for any or all of the following matters: I. The time, place and manner of calling and conducting its meetings. II. The number of stockholders or members constituting a quorum. III. The right of members or stockholders to vote by represen…

I. Except as provided in paragraph II: (a) The debts, obligations, and liabilities of a New Hampshire DAO, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the New Hampshire DAO. (b) No participant, administrator, or lega…

In its bylaws each association shall provide for one or more regular meetings annually.

I. Membership shall be available on a voluntary basis to all persons who can utilize the services of the association and who are willing to accept membership responsibilities. Membership shall be available without any social, political, racial, or religious discrimination, and wi…

I. In order to register as a New Hampshire DAO under this act, one or more authorized persons, acting in the capacity of administrator or legal representative, shall deliver a notice of intent to register as a New Hampshire DAO to the secretary of state for filing. II. The notice…

I. The name of each New Hampshire DAO as set forth in its notice of organization shall end with the words "decentralized autonomous organization" or the abbreviation "D.A.O." "DAO" or any other similar abbreviation. II. Except as authorized by paragraph IV, V, or VI, a DAO name, …

The board of directors shall have the right to call a special meeting at any time; and they shall call one upon the petition of not less than 10 percent of the members or stockholders, stating the specific business to be brought before the association.

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…

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…

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. The registry administrator shall maintain a registry of New Hampshire DAOs that have satisfied the listing requirements set forth in RSA 301-B:15. The registry shall be referred to as the New Hampshire DAO registry. II. With respect to each New Hampshire DAO listed in the New …

I. In order to be eligible for listing on the registry as a New Hampshire DAO that is subject to requirements and benefits of this chapter, the DAO must satisfy each of the following listing requirements as of the date of the initial application, and at all times after the date o…

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 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 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…

I. Every New Hampshire DAO shall have bylaws that set forth the purposes, powers, and rules and procedures for the internal organization, governance, capital requirements and other procedures of the New Hampshire DAO. II. The bylaws shall accurately reflect the rules, terms, inst…

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…

I. The bylaws shall specify rules for determining which persons are participants in the New Hampshire DAO. II. The bylaws shall specify rules establishing the governance rights of participants, exercisable pursuant to tokens or otherwise. III. If the bylaws provide for meetings o…

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

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 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…

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 …

I. A New Hampshire DAO is not required to appoint administrators, including a board of directors or a trustee. A New Hampshire DAO may specify in its bylaws rules for appointing and removing administrators and establishing the powers, rights, privileges, immunities, duties, and l…

I. A New Hampshire DAO may authorize one or more legal representatives to undertake tasks that cannot be achieved on-chain, including the New Hampshire legal representative as required by RSA 301-B:9. The scope of authority delegated to legal representatives shall be set forth in…

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…

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.

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.

The general court finds that the state's economy and its citizens will benefit from, and the development of business and investment in New Hampshire will be facilitated by, making available a unique legal entity form that can provide a framework that enhances the capacity of dece…

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…

Developers, participants, administrators or legal representatives of a DAO shall not be imputed to have fiduciary duties towards each other or third parties solely on the basis of their role, unless the person acting in such a role explicitly holds itself out as a fiduciary, or t…

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…

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.