Nonprofit Corporation Board Action Without a Meeting in New Hampshire
At a glance
| Governing law and documents | RSA ch. 292; management bylaws allowed if consistent with law/articles (§ 292:6) |
|---|---|
| Covered actions and limits | No general board-consent route specified; § 292:7 lists changes requiring majority board vote at duly called meeting |
| Required consent threshold | No general statutory consent signer threshold; § 292:7 instead specifies majority board vote for listed changes |
| Notice and objection | No general consent notice or objection procedure stated in the cited Chapter 292 board provisions |
| Committee action | No general committee-consent procedure stated in the cited Chapter 292 board provisions; consult governing documents under § 292:6 |
| Form, signature, and electronic method | No general board-consent form, signature, or electronic method specified in the cited provisions |
| Delivery and records | No general board-consent delivery or record rule specified; § 292:7 requires certified board-vote recording for listed changes |
| Effective time and revocation | No general board-consent effective-time or revocation rule specified in the cited provisions |
| Legal effect and exceptions | No general statutory meeting-vote equivalence for board consent; § 292:7 expressly requires a meeting for listed changes |
Board procedure under Chapter 292
Section 292:6 permits management bylaws that are consistent with state law and the articles of agreement. It does not set a board written-consent method or a number of directors whose signatures would act for the board. The corporation's articles and bylaws therefore need to be read for ordinary governance procedure.
Section 292:7 gives a more specific rule for its listed changes: a majority vote of the board or trustees at a meeting duly called for that purpose, followed by recording a certified copy of the vote with the secretary of state and the relevant town or city clerk. Its list includes name changes, mergers under the section, and articles amendments or restatements. A signed paper circulated among directors is not the meeting specified by this provision.
What trips people up
The broad bylaw authority in § 292:6 does not erase § 292:7's express meeting instruction for the changes it names. For other actions, check the corporation's own governance documents rather than assuming a statutory all-director consent method or meeting-vote effect.
Common questions
Does Chapter 292 set a default unanimous-consent threshold?
The board provisions reviewed here do not state one. Section 292:6 addresses bylaws and § 292:7 states a meeting vote for the listed changes; neither prescribes a general signer count for ordinary board action without a meeting.
Can a circulated consent replace the vote specified in § 292:7?
That section calls for a majority board vote at a duly called meeting and a recorded certified copy of the vote. A circulated writing alone does not satisfy that stated meeting step.
Statutes and sources
- N.H. Rev. Stat. § 292:6 — management bylaw authority; accessed October 1, 2026.
- N.H. Rev. Stat. § 292:7 — meeting vote and recording for listed changes; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does New Hampshire law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current New Hampshire law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace