New Hampshire Revised Statutes 301:4 – Organization Certificate
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Before commencing business, the president, treasurer, and a majority of the directors shall prepare and file a certificate of organization, setting forth:
I. The name of the association.
II. The purposes for which it is formed.
III. The place where its principal business will be transacted.
IV. The number, names, and addresses of the directors thereof, and their term of office.
V. The name and residence of the clerk.
VI. If organized without capital stock, the voting privileges of members if otherwise than one vote to each member, whether the property rights and interests of the members are equal, and, if unequal, the general rules applicable to all members by which the property rights and interests, respectively, of each member shall be determined and fixed, and provision for the admission of new members who shall be entitled to share in the property of the association in accordance with such general rules. This provision or paragraph of the certificate of organization shall not be altered, amended, or replaced except by the written consent or vote representing
3/4 of the members.
VII. If organized with capital stock, the amount of such stock, the number of shares into which it is divided, and whether such stock be with or without nominal or par value; if such stock be with nominal or par value, the par value thereof and if such stock be without nominal or par value, every share of such stock shall be equal to every other such share except as may be provided in the vote authorizing the issue thereof; the voting privileges of stockholders, if otherwise than one vote to each stockholder, and the consideration for which capital stock is issued in accordance with the provisions of RSA 293-A.
VIII. The capital stock may be divided into preferred and one or more classes of common stock. If so divided, the certificate of organization shall contain a statement of the number of shares of stock to which preference is granted, the number of shares of stock to which no preference is granted, and the nature and definite extent of the preference and privileges granted to each.
IX. The certificate shall be subscribed by the president and a majority of the directors and sworn to by them; and shall, after being approved by the attorney general or assistant attorney general, be filed with the secretary of state. A certified copy shall also be filed with the commissioner of agriculture, markets, and food.
X. When so filed the said certificate of organization, or a certified copy thereof, shall be received in the courts of the state as prima facie evidence of the facts contained therein and of the due incorporation of such association.
I. The name of the association.
Terms Used In New Hampshire Revised Statutes 301:4
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- 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
- sworn: when applied to public officers required by the constitution to take oaths therein prescribed, shall refer to those oaths; when applied to other officers it shall mean sworn to the faithful discharge of the duties of their offices before a justice of the peace, or other person authorized to administer official oaths in such cases. See New Hampshire Revised Statutes 21:25
II. The purposes for which it is formed.
III. The place where its principal business will be transacted.
IV. The number, names, and addresses of the directors thereof, and their term of office.
V. The name and residence of the clerk.
VI. If organized without capital stock, the voting privileges of members if otherwise than one vote to each member, whether the property rights and interests of the members are equal, and, if unequal, the general rules applicable to all members by which the property rights and interests, respectively, of each member shall be determined and fixed, and provision for the admission of new members who shall be entitled to share in the property of the association in accordance with such general rules. This provision or paragraph of the certificate of organization shall not be altered, amended, or replaced except by the written consent or vote representing
3/4 of the members.
VII. If organized with capital stock, the amount of such stock, the number of shares into which it is divided, and whether such stock be with or without nominal or par value; if such stock be with nominal or par value, the par value thereof and if such stock be without nominal or par value, every share of such stock shall be equal to every other such share except as may be provided in the vote authorizing the issue thereof; the voting privileges of stockholders, if otherwise than one vote to each stockholder, and the consideration for which capital stock is issued in accordance with the provisions of RSA 293-A.
VIII. The capital stock may be divided into preferred and one or more classes of common stock. If so divided, the certificate of organization shall contain a statement of the number of shares of stock to which preference is granted, the number of shares of stock to which no preference is granted, and the nature and definite extent of the preference and privileges granted to each.
IX. The certificate shall be subscribed by the president and a majority of the directors and sworn to by them; and shall, after being approved by the attorney general or assistant attorney general, be filed with the secretary of state. A certified copy shall also be filed with the commissioner of agriculture, markets, and food.
X. When so filed the said certificate of organization, or a certified copy thereof, shall be received in the courts of the state as prima facie evidence of the facts contained therein and of the due incorporation of such association.