New Hampshire Revised Statutes 293-A:10.03 – Amendment by Board of Directors and Shareholders
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If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:
(a) The proposed amendment must be adopted by the board of directors.
(b) Except as provided in N.H. Rev. Stat. § 293-A:10.05, N.H. Rev. Stat. § 293-A:10.07, and N.H. Rev. Stat. § 293-A:10.08, after adopting the proposed amendment the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also submit to the shareholders a recommendation that the shareholders approve the amendment, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (ii) N.H. Rev. Stat. § 293-A:8.26 applies. If (i) or (ii) applies, the board must describe to the shareholders with reasonable specificity the basis for so proceeding.
(c) The board of directors may condition its recommendation of the amendment to the shareholders on any basis.
(d) If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the proposed amendment.
(e) Unless the articles of incorporation, or the board of directors acting pursuant to subsection (c), require a greater vote or a greater number of shares to be present, approval of the amendment shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the amendment exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in N.H. Rev. Stat. § 291-A:10.04(c), the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the amendment by that voting group exists.
(a) The proposed amendment must be adopted by the board of directors.
Terms Used In New Hampshire Revised Statutes 293-A:10.03
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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.
- 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
- Quorum: The number of legislators that must be present to do business.
- state: when applied to different parts of the United States, may extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall include said district and territories. See New Hampshire Revised Statutes 21:4
(b) Except as provided in N.H. Rev. Stat. § 293-A:10.05, N.H. Rev. Stat. § 293-A:10.07, and N.H. Rev. Stat. § 293-A:10.08, after adopting the proposed amendment the board of directors must submit the amendment to the shareholders for their approval. The board of directors must also submit to the shareholders a recommendation that the shareholders approve the amendment, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (ii) N.H. Rev. Stat. § 293-A:8.26 applies. If (i) or (ii) applies, the board must describe to the shareholders with reasonable specificity the basis for so proceeding.
(c) The board of directors may condition its recommendation of the amendment to the shareholders on any basis.
(d) If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy of the proposed amendment.
(e) Unless the articles of incorporation, or the board of directors acting pursuant to subsection (c), require a greater vote or a greater number of shares to be present, approval of the amendment shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast on the amendment exists, and, if any class or series of shares is entitled to vote as a separate group on the amendment, except as provided in N.H. Rev. Stat. § 291-A:10.04(c), the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the amendment by that voting group exists.