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RSA 293-A:8.42 · Standards of Conduct for Officers

Title: XXVII: CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS
Chapter: 293-A · NEW HAMPSHIRE BUSINESS CORPORATION ACT
Status: current
Official source linked: Yes

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293-A:8.42 Standards of Conduct for Officers. –

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(a)

An officer, when performing in such capacity, has the duty to act:

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(1)

in good faith;

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(2)

with the care that a person in a like position would reasonably exercise under similar circumstances; and

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(3)

in a manner the officer reasonably believes to be in the best interests of the corporation.

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(b)

The duty of an officer includes the obligation:

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(1)

to inform the superior officer to whom, or the board of directors or the committee thereof to which, the officer reports of information about the affairs of the corporation known to the officer, within the scope of the officer's functions, and known to the officer to be material to such superior officer, board, or committee; and

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(2)

to inform his or her superior officer, or another appropriate person within the corporation, or the board of directors, or a committee thereof, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.

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(c)

In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on:

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(1)

the performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or

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(2)

information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence.

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(d)

An officer shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in such instance on applicable law. Source. 2013, 142:1, eff. Jan. 1, 2014.

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Source note

Source. 2013, 142:1, eff. Jan. 1, 2014.

Source history

2013, 142:1, eff. Jan. 1, 2014

Related materials

Bill relationships

2026 HB1629 amend · effective 2027-07-01
nce with RSA 77-A:18 [and RSA 77-E:12]. 19 Corporations, Associations, and Proprietors of Common Lands; Dissolution; Reinstatement Following Administrative Dissolution. Amend RSA 293-A.14.22, (a)(4) to read as follows: (4) contain a certificate from the department of revenue administration in accordance with RSA 77-A:18, III[, and RSA 77-E:12, III,] if such application is received by the secretary
2026 HB1629-FN amend · effective 2027-07-01
nce with RSA 77-A:18 [and RSA 77-E:12]. 19 Corporations, Associations, and Proprietors of Common Lands; Dissolution; Reinstatement Following Administrative Dissolution. Amend RSA 293-A.14.22, (a)(4) to read as follows: (4) contain a certificate from the department of revenue administration in accordance with RSA 77-A:18, III[, and RSA 77-E:12, III,] if such application is received by the secretary
2026 HB186 reference
A 126-X:8, XX, convert to either a domestic corporation organized under RSA 293-A or a limited liability company organized under to RSA 304-C, and may merge with a domestic business corporation organized under RSA 293-A or a limited liability company organized under RSA 304-C. 32 New Subparagraph; New Hampshire Business Corporation Act; Domestication and Conversion; Entity Conversion Authorized. ?Amend RSA 293-A:9.50 by inser
2026 HB186-FN-A amend
es; Definitions; Alternative Treatment Center. ? Amend RSA 126-X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates,
2026 HB54 reference
A 126-X:8, XX, convert to either a domestic corporation organized under RSA 293-A or a limited liability company organized under to RSA 304-C, and may merge with a domestic business corporation organized under RSA 293-A or a limited liability company organized under RSA 304-C. 6 New SubParagraph; New Hampshire Business Corporation Act; Domestication and Conversion; Entity Conversion Authorized. ?Amend RSA 293-A:9.50 by insert
2026 HB54-FN amend
ses; Definitions; Alternative Treatment Center. ? Amend RSA 126-X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates,
2026 SB479 amend
ses; Definitions; Alternative Treatment Center. ? Amend RSA 126-X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates,
2026 SB479-FN amend
ses; Definitions; Alternative Treatment Center. ? Amend RSA 126-X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 and that acquires, possesses, cultivates,
2026 SB651 amend
; Definition of Alternative Treatment Center. Amend RSA 126-X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 that acquires, possesses, cultivates, manu
2026 SB651-FN-A amend
; Definition of Alternative Treatment Center. Amend RSA 126-X:1, I to read as follows: I. "Alternative treatment center" means a domestic business corporation organized under RSA 293-A, a domestic limited liability company organized under RSA 304-C, or a not-for-profit [entity] voluntary corporation organized under RSA 292 that is registered under RSA 126-X:7 that acquires, possesses, cultivates, manu