Free New Hampshire Corporate Bylaws Template

Corporate bylaws are the internal rules a New Hampshire corporation adopts to govern itself. RSA 293-A:2.06 covers adoption and contents, as part of the New Hampshire Business Corporation Act.

Amendment is a longer story. New Hampshire corporate bylaws are governed on that side by three separate sections rather than one, which is worth knowing before you try to change anything.

One section covers adoption. Three more cover what happens afterwards.

Adoption and Contents

Subsection (a) requires the incorporators or the board of directors to adopt initial bylaws. Subsection (b) permits any provision that is not inconsistent with law or the articles of incorporation.

Two Optional Proxy Bylaws

Subsection (c) allows a bylaw requiring the corporation to include shareholder-nominated individuals in its proxy statement and proxy form, and a bylaw requiring reimbursement of a shareholder’s proxy solicitation expenses. Neither applies to an election whose record date precedes its adoption.

The Carve-Out From Shareholder Entrenchment

Subsection (d) points at RSA 293-A:10.20(b)(2), the provision shareholders would otherwise use to bar the board from a bylaw they adopted. Shareholders may not use it to limit the board’s authority over the conditions and procedures attached to a subsection (c) bylaw.

Where the Rest of the Rules Sit

Three sections carry amendment. RSA 293-A:10.20 is headed amendment by board of directors or shareholders, 10.21 covers a bylaw increasing a quorum or voting requirement for directors, and 10.22 covers bylaw provisions relating to the election of directors.

It depends on what the bylaw does, which is the point of splitting the rules across three sections.

Ordinary changes run through RSA 293-A:10.20. A bylaw that raises a quorum or voting threshold for directors has its own section at 10.21, and bylaws about how directors get elected have theirs at 10.22.

Check the subject before assuming the general rule applies. A change that looks routine can fall under one of the two specialised sections, each of which sets its own conditions.

Adopting New Hampshire corporate bylaws is internal, with no filing involved.

1. File your articles of incorporation to get the corporation started.
2. Pick the adopting group, since subsection (a) accepts the incorporators or the board.
3. Draft the bylaws, addressing meetings, quorum, directors, officers, and shares.
4. Note which future changes would fall under 10.21 or 10.22 rather than the general rule.
5. Adopt and minute the vote, recording the group that acted and the date.
6. Keep the signed set filed internally and reissue it after each amendment.