Nonprofit Corporation Director Removal and Vacancy Requirements in New Hampshire

At a glance

Requirements one by one

Read the articles and management bylaws

RSA chapter 292 authorizes bylaws to regulate and manage a voluntary corporation's affairs, subject to state law and its articles of agreement (§ 292:6). An ordinary nonprofit should check those documents for its director-removal vote, resignation process, vacancy filler, and successor term.

A voluntary corporation may have no members or one or more classes. Members have voting rights only as the articles or bylaws specifically provide, and each voting member and individual board member is limited to one vote. If there are no members, the board approves an action that otherwise would require members when the chapter supplies no specific no-member procedure (§ 292:6-b). Check the actual elector rights before treating a membership label as a director-removal vote.

Check charitable-board and reporting conditions

A charitable nonprofit ordinarily must have at least five voting board members who are not of the same immediate family or related by blood or marriage, and an employee cannot chair or preside over the board. Section 292:6-a states exceptions for private foundations and listed religious organizations and permits an approved waiver from the director of charitable trusts. The provision sets board composition; it does not itself supply a removal vote (§ 292:6-a).

Every five years, a Chapter 292 corporation must renew its charter with a written return giving the names and addresses of all officers and directors or its governing board (§ 292:25(I)). This is the express reporting event relevant to director information in the chapter.

What trips people up

The memberless default in § 292:6-b(II) applies only to an action that would otherwise require member approval and lacks a specific no-member rule. It does not create a standalone board vote threshold for removing a director. Likewise, § 292:6-a's charitable-board qualifications do not state that a seat automatically becomes vacant when a director ceases to qualify.

Common questions

Does every member have a director-removal vote? No. Voting rights exist only when the articles or bylaws specifically provide them (§ 292:6-b(III)).

Where should the board check a replacement's term? Check the corporation's articles and management bylaws; § 292:6 authorizes management bylaws. The five-year return in § 292:25(I) is a separate reporting duty.

Statutes and sources

The complete current RSA chapter 292 was accessed October 2, 2026. Verbatim excerpts and the official chapter link appear in the source entries above.