Nonprofit Corporation Director Election and Term Rules in New Hampshire
At a glance
| Governing act and board route | RSA chapter 292 voluntary corporations; articles and management bylaws govern board affairs (§§ 292:2, 292:6) |
|---|---|
| Initial directors and first selection | Articles contain membership criteria; signers adopt initial bylaws by two-thirds action; check those documents for first-director selection (§§ 292:2, 292:6) |
| Who chooses successor directors | Management bylaws may regulate selection, subject to articles and law; member voting exists only as articles/bylaws grant it (§§ 292:6, 292:6-b(III)) |
| Member and class election rights | Articles may establish or authorize bylaws to establish multiple member classes; members have no vote unless documents specifically grant one; each voting member has at most one vote (§ 292:6-b(I), (III)–(IV)) |
| Director term and maximum | Check articles and management bylaws for director term; § 292:6's general management authority states no numeric term (§ 292:6) |
| Staggered terms | Check articles and management bylaws for director grouping; § 292:6 provides general management authority without a class-term formula (§ 292:6) |
| Term after filling a vacancy | Check articles and management bylaws for replacement term; § 292:6 provides general management authority (§ 292:6) |
| Holdover after term expires | Check governing documents for holdover; § 292:6 provides general management authority without a successor-qualified clause (§ 292:6) |
Requirements one by one
Follow the governing documents
The articles of agreement must describe criteria and procedures for membership and participation (§ 292:2). The signers of the articles adopt the initial bylaws by a two-thirds action. The bylaws may regulate and manage corporate affairs subject to state law and the articles (§ 292:6). Read those documents to determine first-director selection, later elections or appointments, and tenure.
A voluntary corporation may have no members or multiple classes. Members have no voting rights unless the articles or bylaws specifically give them those rights, and each voting member and individual board member has at most one vote (§ 292:6-b). In a memberless corporation, the board approves an action that would otherwise require members when the chapter gives no specific memberless procedure; that conditional rule does not itself name a director-selection method.
What trips people up
Membership alone does not carry a director-election vote. Section 292:6-b makes voting rights document-dependent; check the relevant class provisions before deciding who may choose directors.
Common questions
Does the chapter set a fixed director term or five-year limit? The management-bylaw provision in § 292:6 gives no such number. Check the articles and bylaws for the corporation's actual term.
What happens to a required member approval if the corporation has no members? Section 292:6-b(II) gives that approval to the board when the chapter lacks a specific procedure for a corporation without members. Check the governing documents for director selection.
Statutes and sources
The complete official RSA chapter 292 was accessed October 3, 2026. The quoted provisions and official source link appear above.
Source links
Every statute quoted above, linked, with the date we checked it.
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