New Hampshire Revised Statutes 420-A:6 – Liability of Directors, Officers, and Trustees
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I. A health service corporation may indemnify any person who serves as director, officer, or trustee of such corporation by contract or by including an indemnity provision in its articles of agreement or bylaws substantially in accordance with N.H. Rev. Stat. § 293-A:8.50 through N.H. Rev. Stat. § 293-A:8.58. Indemnity may be offered for any and all damages occurring on or after January 1, 1991.
II. A health service corporation may amend its articles of agreement to contain a provision eliminating or limiting the personal liability of a director, officer, or trustee to such corporation and its members and subscribers for monetary damages for breach of fiduciary duty as a director, an officer, or both, except with respect to:
(a) Any breach of the director’s, officer’s or trustee’s duty of loyalty to the corporation and its members and subscribers.
(b) Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law.
(c) Actions for which a director, officer, or trustee derived an improper personal benefit.
III. Paragraph II shall not be construed to eliminate or limit the liability of a director, an officer, a trustee or any combination thereof, for any act or omission occurring prior to July 13, 1991.
II. A health service corporation may amend its articles of agreement to contain a provision eliminating or limiting the personal liability of a director, officer, or trustee to such corporation and its members and subscribers for monetary damages for breach of fiduciary duty as a director, an officer, or both, except with respect to:
Terms Used In New Hampshire Revised Statutes 420-A:6
- Contract: A legal written agreement that becomes binding when signed.
- 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.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Fiduciary: A trustee, executor, or administrator.
- person: may extend and be applied to bodies corporate and politic as well as to individuals. See New Hampshire Revised Statutes 21:9
- Trustee: A person or institution holding and administering property in trust.
(a) Any breach of the director’s, officer’s or trustee’s duty of loyalty to the corporation and its members and subscribers.
(b) Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law.
(c) Actions for which a director, officer, or trustee derived an improper personal benefit.
III. Paragraph II shall not be construed to eliminate or limit the liability of a director, an officer, a trustee or any combination thereof, for any act or omission occurring prior to July 13, 1991.