New Hampshire Revised Statutes 293-A:1.43 – Qualified Director
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(a) A “qualified director” is a director who, at the time action is to be taken under:
(1) N.H. Rev. Stat. § 293-A:7.44, does not have (i) a material interest in the outcome of the proceeding, or (ii) a material relationship with a person who has such an interest;
(2) N.H. Rev. Stat. § 293-A:8.53 or N.H. Rev. Stat. § 293-A:8.55, (i) is not a party to the proceeding, (ii) is not a director as to whom a transaction is a director’s conflicting interest transaction or who sought a disclaimer of the corporation‘s interest in a business opportunity under N.H. Rev. Stat. § 293-A:8.70, which transaction or disclaimer is challenged in the proceeding, and (iii) does not have a material relationship with a director described in either clause (i) or clause (ii) of this subsection (a)(2);
(3) N.H. Rev. Stat. § 293-A:8.62, is not a director (i) as to whom the transaction is a director’s conflicting interest transaction, or (ii) who has a material relationship with another director as to whom the transaction is a director’s conflicting interest transaction; or
(4) N.H. Rev. Stat. § 293-A:8.70, would be a qualified director under subsection (a)(3) if the business opportunity were a director’s conflicting interest transaction.
(b) For purposes of this section:
(1) “material relationship” familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken; and
(2) “material interest” means an actual or potential benefit or detriment (other than one which would devolve on the corporation or the shareholders generally) that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.
(c) The presence of one or more of the following circumstances shall not automatically prevent a director from being a qualified director:
(1) nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others;
(2) service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director; or
(3) with respect to action to be taken under N.H. Rev. Stat. § 293-A:7.44, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.
(1) N.H. Rev. Stat. § 293-A:7.44, does not have (i) a material interest in the outcome of the proceeding, or (ii) a material relationship with a person who has such an interest;
Terms Used In New Hampshire Revised Statutes 293-A:1.43
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- following: when used by way of reference to any section of these laws, shall mean the section next preceding or following that in which such reference is made, unless some other is expressly designated. See New Hampshire Revised Statutes 21:13
- person: may extend and be applied to bodies corporate and politic as well as to individuals. See New Hampshire Revised Statutes 21:9
(2) N.H. Rev. Stat. § 293-A:8.53 or N.H. Rev. Stat. § 293-A:8.55, (i) is not a party to the proceeding, (ii) is not a director as to whom a transaction is a director’s conflicting interest transaction or who sought a disclaimer of the corporation‘s interest in a business opportunity under N.H. Rev. Stat. § 293-A:8.70, which transaction or disclaimer is challenged in the proceeding, and (iii) does not have a material relationship with a director described in either clause (i) or clause (ii) of this subsection (a)(2);
(3) N.H. Rev. Stat. § 293-A:8.62, is not a director (i) as to whom the transaction is a director’s conflicting interest transaction, or (ii) who has a material relationship with another director as to whom the transaction is a director’s conflicting interest transaction; or
(4) N.H. Rev. Stat. § 293-A:8.70, would be a qualified director under subsection (a)(3) if the business opportunity were a director’s conflicting interest transaction.
(b) For purposes of this section:
(1) “material relationship” familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken; and
(2) “material interest” means an actual or potential benefit or detriment (other than one which would devolve on the corporation or the shareholders generally) that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.
(c) The presence of one or more of the following circumstances shall not automatically prevent a director from being a qualified director:
(1) nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter (or by any person that has a material relationship with that director), acting alone or participating with others;
(2) service as a director of another corporation of which a director who is not a qualified director with respect to the matter (or any individual who has a material relationship with that director), is or was also a director; or
(3) with respect to action to be taken under N.H. Rev. Stat. § 293-A:7.44, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.