Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in New Hampshire
At a glance
| Governing law and documents | RSA ch. 292 voluntary corporation; bylaws may govern management consistently with law and articles (§ 292:6). |
|---|---|
| Meeting type, caller, and place | Bylaw management rules govern ordinary meeting procedure; articles changes require a duly called board meeting (§§ 292:6, :7). |
| Regular meeting notice | Consult governing documents under the bylaw-management provision (§ 292:6); § 292:7 specifies a duly called meeting for articles changes. |
| Special meeting notice | Consult governing documents under the bylaw-management provision (§ 292:6); § 292:7's articles-change meeting must be duly called. |
| Notice waiver and objection | Consult governing documents for board notice procedure under the management-bylaw authority (§ 292:6). |
| Remote attendance | Consult governing documents for meeting format under the management-bylaw authority (§ 292:6). |
| Quorum and minimum | Consult governing documents for meeting quorum under § 292:6; a charitable board's five-voting-director minimum concerns board size (§ 292:6-a). |
| Director proxy | Each individual director has no more than one vote despite contrary articles/bylaws; consult governing documents for voting procedure (§§ 292:6, :6-b(IV)). |
| Vote and assent | Specified articles changes take a board majority vote at a duly called meeting; each individual director has at most one vote (§§ 292:7, :6-b(IV)). |
Board procedure under Chapter 292
Section 292:6 permits bylaws to regulate the corporation's management and affairs so long as they remain consistent with state law and the articles of agreement. Chapter 292 gives no general timetable or numerical quorum for an ordinary board meeting. Its express meeting instruction in § 292:7 requires a duly called board meeting and a majority board vote for the listed articles changes. Directors preparing an ordinary meeting therefore need to read the corporation's own articles and bylaws for its caller, notice, waiver, attendance, and quorum procedures.
Section 292:6-b(IV) limits each individual board member to one vote, even if the articles or bylaws say otherwise. This is an affirmative voting limit; the quoted provision does not establish a general director-proxy process or state that a proxy counts toward board quorum.
What trips people up
The at-least-five-voting-director rule in § 292:6-a applies to a charitable nonprofit's board composition, subject to its listed exclusions and possible waiver by the director of charitable trusts. It is not a five-person meeting-quorum formula. Section 292:7's majority vote is tied to the listed articles changes; it should not be carried across to every board decision.
Common questions
May a voluntary corporation have no members? Yes. Section 292:6-b(I) permits that structure and treats the corporation as memberless when its articles and bylaws contain no membership provision.
Does a charitable nonprofit's board have to include five unrelated voting directors? Section 292:6-a sets that board-composition rule, but it excludes specified organizations and permits the director of charitable trusts to approve a waiver.
Statutes and sources
- N.H. Rev. Stat. § 292:6, current official text accessed September 30, 2026.
- N.H. Rev. Stat. § 292:6-a, current official text accessed September 30, 2026.
- N.H. Rev. Stat. § 292:6-b, current official text accessed September 30, 2026.
- N.H. Rev. Stat. § 292:7, current official text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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