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

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…

I. Except as provided in paragraph II, and subject to such standards and restrictions, if any, as are set forth in its bylaws, a New Hampshire DAO may, and shall have the power to, indemnify any participant or administrator or other person made a party to a proceeding or threaten…

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 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.

The attorney general may apply to the superior court for a decree of deregistration of a New Hampshire DAO, and the superior court may issue such a decree, in any of the following circumstances: I. The New Hampshire DAO has procured or maintained its registration through fraud. I…

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 …

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, …

No member shall be permitted to vote by proxy.

In the event of a hard fork in the underlying permissionless blockchain: I. By default, the New Hampshire DAO retains its legal personality and limited liability, and the legal representative remains the legal representative of the majority chain, and any off-chain assets shall b…

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

I. In the event that there is not a contentious fork and a New Hampshire DAO's smart contract is restructured through modification, upgrade or migration, it shall retain its legal personality and limited liability only to the extent that: (a) The new code of the New Hampshire DAO…

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…

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 …

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.

In the case of a failure event: I. Legal personality and limited liability shall be maintained to the extent necessary to protect New Hampshire DAO participants, administrators, and legal representatives from personal liability. II. A failure event may trigger liability on the pe…

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…

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.

The New Hampshire DAO shall be governed by: I. The bylaws; II. The provisions of this chapter; and III. The provisions of RSA 304-C shall apply to New Hampshire DAOs except to the extent that any such provision is inconsistent with any provision of this chapter.

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…

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 …

For avoidance of any doubt, a New Hampshire DAO shall be subject to all other applicable laws of the state of New Hampshire, including laws regulating securities activities, banking and financial activities, taxation, and all other provisions of law.

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.

It is the policy of this act to give maximum effect to the principle of freedom of contract and to the enforceability of transactions executed pursuant to smart contracts that establish and maintain decentralized autonomous organizations according with a policy principle of 'inte…

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…

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…

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.

All provisions of this act may be altered from time to time or repealed, and all rights of New Hampshire DAOs, participants, administrators, and legal representatives are subject to this reservation.

The secretary of state shall issue a request for proposals for the development and administration of the New Hampshire DAO registry as described in RSA 301-B:14. The request for proposals shall have such terms as the secretary of state shall deem necessary and appropriate to carr…

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…

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…

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…

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…

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…

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…

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…

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…

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…

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…

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…

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 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…