Corporate Bylaws - New Hampshire

BYLAWS OF [____________________], a New Hampshire corporation

A for-profit corporation organized under the New Hampshire Business Corporation Act, RSA 293-A (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of New Hampshire, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. Pursuant to RSA 293-A:5.01, the corporation shall continuously maintain a registered office and a registered agent in New Hampshire. The registered agent is [____________________], whose registered office address is [____________________]. The corporation may change its registered office or registered agent from time to time by delivering the appropriate statement of change to the New Hampshire Secretary of State as provided in RSA 293-A:5.02.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to RSA 293-A:7.01, the corporation shall hold an annual meeting of shareholders at a time stated in or fixed in accordance with these Bylaws, for the election of directors and the transaction of such other business as may properly come before the meeting. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. The failure to hold an annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.2 Special Meetings. Pursuant to RSA 293-A:7.02, special meetings of shareholders may be called by the Board, by the person(s) authorized by the Articles or these Bylaws, or upon the demand of the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting (or such other proportion as the Articles may provide, consistent with the Act). Only business within the purpose(s) described in the meeting notice may be conducted at a special meeting.

Section 2.3 Place of Meetings; Remote Participation. Meetings of shareholders may be held at any place, within or without the State of New Hampshire, designated by the Board. If no place is designated, meetings shall be held at the corporation's principal office. Pursuant to RSA 293-A:7.09, unless the Articles or these Bylaws provide otherwise, the Board may determine that any annual or special meeting be held solely or partially by means of remote communication, and a shareholder participating by an authorized means of remote communication is deemed present in person and may vote at the meeting, subject to the verification and participation safeguards required by that section.

Section 2.4 Notice of Meetings. Pursuant to RSA 293-A:7.05, the corporation shall give notice to shareholders of the date, time, and place (if any) of each annual and special meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Notice of a special meeting must include a description of the purpose(s) for which the meeting is called. Notice of an annual meeting need not state its purpose unless otherwise required by the Act or the Articles. The corporation is required to give notice only to shareholders entitled to vote unless the Act or the Articles require otherwise.

Section 2.5 Waiver of Notice. Pursuant to RSA 293-A:7.06, a shareholder may waive any notice required by the Act, the Articles, or these Bylaws, whether before or after the date and time stated in the notice, by a signed written waiver delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholder's attendance at a meeting waives objection to lack of, or defective, notice unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business, or, as to a particular matter, objects when it is presented.

Section 2.6 Record Date. Pursuant to RSA 293-A:7.07, the Board may fix in advance a record date for determining shareholders entitled to notice of and to vote at a meeting, to take action by written consent, to receive a distribution, or for any other purpose. A record date may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

Section 2.7 Shareholders' List. Pursuant to RSA 293-A:7.20, after fixing a record date for a meeting the corporation shall prepare a list of shareholders entitled to be given notice of the meeting, available for inspection as provided in that section.

Section 2.8 Quorum. Pursuant to RSA 293-A:7.25, shares entitled to vote as a separate voting group may take action on a matter only if a quorum of those shares exists. Unless the Act or the Articles provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is or must be set.

Section 2.9 Voting. Pursuant to RSA 293-A:7.21, except as otherwise provided by the Act or the Articles, each outstanding share is entitled to one (1) vote on each matter voted on at a shareholders' meeting. If a quorum exists, action on a matter (other than the election of directors) is approved by a voting group if the votes cast favoring the action exceed the votes cast opposing the action, unless the Act or the Articles require a greater number of affirmative votes (RSA 293-A:7.25). The election of directors is governed by RSA 293-A:7.28 (plurality voting unless the Articles provide for cumulative voting or otherwise).

Section 2.10 Proxies. Pursuant to RSA 293-A:7.22, a shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by electronic transmission. An appointment is effective when received by the Secretary or other officer or agent authorized to tabulate votes and is valid for eleven (11) months unless a different period is provided. An appointment is revocable unless it is conspicuously stated to be irrevocable and is coupled with an interest.

Section 2.11 Greater Quorum or Voting Requirements. Pursuant to RSA 293-A:7.27, the Articles may provide for a greater quorum or voting requirement for shareholders than is otherwise provided by the Act.

Section 2.12 Action by Written Consent. Pursuant to RSA 293-A:7.04, action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action, evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all such shareholders and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

Section 2.13 Adjournment. Any shareholders' meeting may be adjourned. Unless these Bylaws require otherwise, no notice of the adjourned meeting need be given if the new date, time, and place (if any) are announced at the meeting before adjournment, except that notice of an adjourned meeting must be given if a new record date is or must be fixed under RSA 293-A:7.07.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to RSA 293-A:8.01, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction and subject to the oversight of, the Board, subject to any limitation set forth in the Articles or in a shareholders' agreement authorized by the Act.

Section 3.2 Number and Qualifications. Pursuant to RSA 293-A:8.03 and 8.02, the Board shall consist of one (1) or more directors, with the number specified as [____] director(s), or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws. Directors need not be residents of New Hampshire or shareholders of the corporation unless the Articles or these Bylaws so require.

Section 3.3 Election and Term. Pursuant to RSA 293-A:8.03 and 8.05, directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under RSA 293-A:8.06. Each director holds office until the next annual meeting and until the director's successor is elected and qualifies, subject to earlier resignation, removal, or death.

Section 3.4 Resignation. Pursuant to RSA 293-A:8.07, a director may resign at any time by delivering written notice to the Board, its chairperson, or the corporation. A resignation is effective when the notice is delivered unless it specifies a later effective time.

Section 3.5 Removal. Pursuant to RSA 293-A:8.08, the shareholders may remove one or more directors with or without cause, unless the Articles provide that directors may be removed only for cause. A director may be removed only at a meeting called for that purpose, and the meeting notice must state that the purpose (or one of the purposes) is removal of the director.

Section 3.6 Vacancies. Pursuant to RSA 293-A:8.10, unless the Articles provide otherwise, a vacancy on the Board (including one resulting from an increase in the number of directors) may be filled by the shareholders, by the Board, or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of all directors remaining in office.

Section 3.7 Regular Meetings. The Board may hold regular meetings, within or without the State of New Hampshire, at such times and places as it may determine. Regular meetings may be held without notice of the date, time, place, or purpose if these Bylaws so provide.

Section 3.8 Special Meetings. Special meetings of the Board may be called by [the Chairperson of the Board / the President / any two (2) directors]. Special meetings may be held within or without the State of New Hampshire.

Section 3.9 Notice of Special Meetings. Pursuant to RSA 293-A:8.22, unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2)] days' notice of the date, time, and place of the meeting, but the notice need not describe the purpose. Notice may be waived as provided in RSA 293-A:8.23; a director's attendance at or participation in a meeting waives any required notice unless, at the beginning of the meeting or promptly upon arrival, the director objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.10 Quorum and Voting. Pursuant to RSA 293-A:8.24, unless a greater number is required by the Articles or these Bylaws, a quorum of the Board consists of a majority of the number of directors fixed (or, for a variable-range board, in office immediately before the meeting begins). The Articles or these Bylaws may authorize a quorum of no fewer than one-third (1/3) of that number. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board unless the Articles or these Bylaws require the vote of a greater number.

Section 3.11 Telephonic and Electronic Meetings. Pursuant to RSA 293-A:8.20, unless the Articles or these Bylaws provide otherwise, the Board may permit any director to participate in a meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by such means is deemed present in person at the meeting.

Section 3.12 Action Without Meeting. Pursuant to RSA 293-A:8.21, unless these Bylaws require that the action be taken at a meeting, any action required or permitted to be taken at a Board meeting may be taken without a meeting if each director signs a consent (in writing or by electronic transmission) describing the action and delivers it to the corporation. Action is effective when the last director signs or delivers the consent, unless the consent specifies a different effective date, and has the same effect as action taken at a meeting.

Section 3.13 Compensation. Pursuant to RSA 293-A:8.11, the Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties.

Section 3.14 Standards of Conduct. Pursuant to RSA 293-A:8.30, each member of the Board, when discharging the duties of a director, shall act in good faith and in a manner the director reasonably believes to be in the best interests of the corporation, becoming informed and devoting attention with the care that a person in a like position would reasonably believe appropriate under similar circumstances, and is entitled to rely on information, opinions, reports, and statements to the extent permitted by that section.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to RSA 293-A:8.25, unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees and appoint one or more directors to serve on them. The creation of a committee and appointment of members must be approved by the greater of (a) a majority of all directors in office when the action is taken or (b) the number of directors required by the Articles or these Bylaws to take action under RSA 293-A:8.24.

Section 4.2 Authority of Committees. To the extent specified by the Board or these Bylaws, each committee may exercise the authority of the Board, except that a committee may not (a) authorize or approve distributions (except according to a formula or method prescribed by the Board); (b) approve or propose to shareholders action that the Act requires be approved by shareholders; (c) fill vacancies on the Board or any committee; or (d) adopt, amend, or repeal these Bylaws, all as provided in RSA 293-A:8.25.

Section 4.3 Committee Procedures. The provisions of the Act governing Board meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to RSA 293-A:8.40, the corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws. The officers may include a President, a Secretary, a Treasurer, a Chairperson of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary. One of the officers shall be responsible for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. The same individual may simultaneously hold more than one office.

Section 5.2 Appointment and Term. Officers are appointed by the Board (or by a duly appointed officer to the extent authorized by the Board or these Bylaws). Each officer holds office until a successor is appointed or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to RSA 293-A:8.43, an officer may resign at any time by delivering notice to the corporation; the resignation is effective when the notice is delivered unless it specifies a later effective time. The Board may remove any officer at any time with or without cause. The appointment of an officer does not itself create contract rights.

Section 5.4 President. The President is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The President shall preside at meetings of shareholders and of the Board in the absence of a Chairperson of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The Secretary shall: (a) prepare and maintain minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting; (b) authenticate records of the corporation; (c) give all notices required by the Act, the Articles, or these Bylaws; (d) maintain the share transfer records and the list of shareholders; and (e) perform such other duties as the Board or the President may assign.

Section 5.6 Treasurer. The Treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of, and be responsible for, the funds and securities of the corporation; (b) keep accurate books and records of account; (c) deposit corporate funds in depositories selected by the Board; and (d) perform such other duties as the Board or the President may assign.

Section 5.7 Duties and Standards of Conduct. Pursuant to RSA 293-A:8.41 and 8.42, each officer has the authority and shall perform the duties set forth in these Bylaws or prescribed by the Board or by another officer authorized by the Board, and shall discharge those duties in good faith, with the care that a person in a like position would reasonably exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the corporation.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Board may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, as permitted by RSA 293-A:6.21. Shares may be certificated or uncertificated as determined by the Board.

Section 6.2 Share Certificates. Pursuant to RSA 293-A:6.25, if shares are certificated, each certificate shall state on its face the name of the corporation and that it is organized under the laws of New Hampshire, the name of the person to whom issued, and the number and class (and series, if any) of shares the certificate represents. Each certificate shall be signed (manually or in facsimile) by two officers designated in these Bylaws or by the Board and may bear the corporate seal.

Section 6.3 Uncertificated Shares. Pursuant to RSA 293-A:6.26, the Board may authorize the issuance of some or all shares without certificates. Within a reasonable time after issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required on a certificate.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any transfer restrictions noted on the certificate or in the corporate records.

Section 6.5 Transfer Restrictions. Pursuant to RSA 293-A:6.27, the corporation may impose restrictions on the transfer or registration of transfer of shares. A restriction is valid and enforceable against the holder or a transferee only if it is authorized by that section and its existence is noted conspicuously on the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Authority to Indemnify Directors. Pursuant to RSA 293-A:8.51, the corporation may indemnify an individual who is a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) the individual acted in good faith; (b) the individual reasonably believed (i) in the case of conduct in an official capacity, that the conduct was in the best interests of the corporation, and (ii) in all other cases, that the conduct was at least not opposed to the best interests of the corporation; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe the conduct was unlawful. A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the plan participants and beneficiaries satisfies clause (b)(ii). The termination of a proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, determine that the director did not meet the relevant standard of conduct.

Section 7.2 Limitations on Indemnification. As provided in RSA 293-A:8.51, the corporation may not indemnify a director under that section: (a) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director met the relevant standard of conduct; or (b) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled.

Section 7.3 Mandatory Indemnification. Pursuant to RSA 293-A:8.52, the corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because the director is or was a director, against reasonable expenses incurred in connection with the proceeding.

Section 7.4 Advance for Expenses to Directors. Pursuant to RSA 293-A:8.53, the corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding if the director delivers to the corporation: (a) a written affirmation of the director's good-faith belief that the director has met the relevant standard of conduct described in RSA 293-A:8.51 or that the proceeding involves conduct for which liability has been eliminated under a provision of the Articles authorized by the Act; and (b) a written undertaking, executed personally or on the director's behalf, to repay any funds advanced if the director is not entitled to mandatory indemnification under RSA 293-A:8.52 and it is ultimately determined that the director did not meet the relevant standard of conduct. The undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

Section 7.5 Court-Ordered Indemnification. Pursuant to RSA 293-A:8.54, a director who is a party to a proceeding because the director is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction.

Section 7.6 Determination and Authorization. Pursuant to RSA 293-A:8.55, a determination that indemnification of a director is permissible because the director met the relevant standard of conduct, and any authorization of indemnification and evaluation of the reasonableness of expenses, shall be made by the disinterested directors, by a committee of disinterested directors, by special legal counsel, or by the shareholders (excluding shares owned by or voted under the control of a director who is not disinterested).

Section 7.7 Indemnification of Officers. Pursuant to RSA 293-A:8.56, an officer of the corporation is entitled to mandatory indemnification and to apply for court-ordered indemnification to the same extent as a director, and the corporation may indemnify and advance expenses to an officer to the same extent as to a director and, for an officer who is not a director, to such further extent as may be provided by the Articles, these Bylaws, a resolution of the Board, or contract, subject to the limitations stated in that section.

Section 7.8 Insurance. Pursuant to RSA 293-A:8.57, the corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the corporation against liability asserted against or incurred by the person in that capacity, whether or not the corporation would have the power to indemnify the person against the same liability under the Act.

Section 7.9 Variation; Non-Exclusivity; Continuation. Pursuant to RSA 293-A:8.58 and 8.59, the corporation may, by a provision in the Articles or these Bylaws or in a resolution or contract approved by the Board or shareholders, obligate itself in advance to provide indemnification or to advance expenses to the fullest extent permitted by law. The rights provided by this Article are in addition to and not exclusive of any other rights to which a person may be entitled, continue as to a person who has ceased to serve in the capacity that gave rise to the right, and inure to the benefit of the person's heirs and personal representatives, consistent with the Act.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. Pursuant to RSA 293-A:6.40, the Board may authorize, and the corporation may make, distributions to its shareholders (including dividends) at such times and in such amounts as the Board determines, subject to any restriction in the Articles and to the limitations of that section.

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in RSA 293-A:6.40.

Section 8.3 Record Date for Distributions. If the Board does not fix a record date for determining shareholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the corporation's shares), the record date is the date the Board authorizes the distribution, as provided in RSA 293-A:6.40.

Section 8.4 Directors' Liability for Unlawful Distributions. Pursuant to RSA 293-A:8.33, a director who votes for or assents to a distribution in violation of the Act or the Articles is personally liable to the corporation for the amount of the distribution that exceeds what could have been lawfully distributed, subject to the defenses and contribution rights provided in that section.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to RSA 293-A:16.01, the corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or Board without a meeting, and a record of all actions taken by a committee in place of the Board. The corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders in alphabetical order by class of shares. The corporation shall keep a copy of the records described in RSA 293-A:16.01 at its principal office.

Section 9.2 Shareholder Inspection Rights. A shareholder is entitled to inspect and copy corporate records in accordance with, and subject to the conditions and procedures of, RSA 293-A:16.02 and 16.03, including, for certain records, the requirement of a written demand made in good faith and for a proper purpose, describing with reasonable particularity the purpose and the records desired, where the records are directly connected with the stated purpose.

Section 9.3 Annual Report. The corporation shall deliver to the New Hampshire Secretary of State the annual report required by RSA 293-A:16.22 and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. Pursuant to RSA 293-A:3.02, the corporation may, but need not, have a corporate seal in such form as the Board may determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into paper form within a reasonable time, consistent with RSA 293-A:16.01.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment by Board. Pursuant to RSA 293-A:10.20, the Board may amend or repeal these Bylaws unless (a) the Articles or the Act reserve that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or reinstate that bylaw.

Section 11.2 Amendment by Shareholders. Pursuant to RSA 293-A:10.20, the shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board.

Section 11.3 Bylaw Increasing Quorum or Voting Requirement. A bylaw that increases a quorum or voting requirement for shareholders or for the Board may be adopted, amended, or repealed only in the manner provided in RSA 293-A:10.21 (shareholder quorum/voting bylaws) and RSA 293-A:10.22 (director quorum/voting bylaws), as applicable.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. Pursuant to RSA 293-A:2.07, unless the Articles provide otherwise, the Board may adopt bylaws to be effective only in an emergency, subject to amendment or repeal by the shareholders. An emergency exists for this purpose if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. The emergency bylaws may make provisions necessary for managing the corporation during the emergency, including procedures for calling a meeting of the Board, quorum requirements, and the designation of additional or substitute directors.

Section 12.2 Emergency Powers. Pursuant to RSA 293-A:3.03, in anticipation of or during an emergency the Board may modify lines of succession and relocate the principal office or designate alternative offices. During an emergency, unless emergency bylaws provide otherwise, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means, and one or more officers present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Section 12.3 Effect; Liability. All provisions of these regular Bylaws consistent with the emergency bylaws remain effective during the emergency, and the emergency bylaws are not effective after the emergency ends. Corporate action taken in good faith in accordance with the emergency bylaws or emergency powers binds the corporation and may not be used to impose liability on any director, officer, employee, or agent.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a New Hampshire corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the Board of Directors] pursuant to RSA 293-A:2.05 and 2.06 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• New Hampshire Business Corporation Act, RSA 293-A — https://www.gencourt.state.nh.us/rsa/html/NHTOC/NHTOC-XXVII-293-A.htm
• RSA 293-A:2.05 (organization of corporation); RSA 293-A:2.06 (bylaws); RSA 293-A:2.07 (emergency bylaws)
• RSA 293-A:3.02 (general powers; corporate seal); RSA 293-A:3.03 (emergency powers)
• RSA 293-A:5.01, 5.02 (registered office and registered agent; change)
• RSA 293-A:7.01 (annual meeting); 7.02 (special meeting); 7.04 (action without meeting); 7.05 (notice); 7.06 (waiver of notice); 7.07 (record date); 7.09 (remote participation)
• RSA 293-A:7.20 (shareholders' list); 7.21 (voting entitlement); 7.22 (proxies); 7.25 (quorum and voting); 7.27 (greater quorum or voting requirements); 7.28 (voting for directors; cumulative voting)
• RSA 293-A:8.01 (functions of board); 8.02 (qualifications); 8.03 (number and election); 8.05 (terms); 8.06 (staggered terms); 8.07 (resignation); 8.08 (removal); 8.10 (vacancies); 8.11 (compensation)
• RSA 293-A:8.20 (meetings; remote participation); 8.21 (action without meeting); 8.22 (notice); 8.23 (waiver of notice); 8.24 (quorum and voting); 8.25 (committees)
• RSA 293-A:8.30 (general standards for directors); 8.33 (directors' liability for unlawful distributions)
• RSA 293-A:8.40 (required officers); 8.41 (duties of officers); 8.42 (standards of conduct for officers); 8.43 (resignation and removal of officers)
• RSA 293-A:8.50 to 8.59 (indemnification): 8.51 (authority to indemnify); 8.52 (mandatory indemnification); 8.53 (advance for expenses); 8.54 (court-ordered indemnification); 8.55 (determination and authorization); 8.56 (officers); 8.57 (insurance); 8.58/8.59 (application and variation; non-exclusivity)
• RSA 293-A:6.21 (issuance of shares); 6.25 (form and content of certificates); 6.26 (shares without certificates); 6.27 (restriction on transfer); 6.40 (distributions to shareholders)
• RSA 293-A:10.20 to 10.22 (amendment of bylaws; bylaws increasing quorum or voting requirements)
• RSA 293-A:16.01 to 16.03 (corporate records; inspection); 16.22 (annual report)
• New Hampshire Secretary of State, Corporations Division — https://www.sos.nh.gov/corporations-0/forms-and-fees/domestic-and-foreign-corporation