Section 301:4 Organization Certificate.
Before commencing business, the president, treasurer, and a majority of the directors shall prepare and file a certificate of organization, setting forth:
I. The name of the association.
II. The purposes for which it is formed.
III. The place where its principal business will be transacted.
IV. The number, names, and addresses of the directors thereof, and their term of office.
V. The name and residence of the clerk.
VI. If organized without capital stock, the voting privileges of members if otherwise than one vote to each member, whether the property rights and interests of the members are equal, and, if unequal, the general rules applicable to all members by which the property rights and interests, respectively, of each member shall be determined and fixed, and provision for the admission of new members who shall be entitled to share in the property of the association in accordance with such general rules. This provision or paragraph of the certificate of organization shall not be altered, amended, or replaced except by the written consent or vote representing 3/4 of the members.
VII. If organized with capital stock, the amount of such stock, the number of shares into which it is divided, and whether such stock be with or without nominal or par value; if such stock be with nominal or par value, the par value thereof and if such stock be without nominal or par value, every share of such stock shall be equal to every other such share except as may be provided in the vote authorizing the issue thereof; the voting privileges of stockholders, if otherwise than one vote to each stockholder, and the consideration for which capital stock is issued in accordance with the provisions of RSA 293-A.
VIII. The capital stock may be divided into preferred and one or more classes of common stock. If so divided, the certificate of organization shall contain a statement of the number of shares of stock to which preference is granted, the number of shares of stock to which no preference is granted, and the nature and definite extent of the preference and privileges granted to each.
IX. The certificate shall be subscribed by the president and a majority of the directors and sworn to by them; and shall, after being approved by the attorney general or assistant attorney general, be filed with the secretary of state. A certified copy shall also be filed with the commissioner of agriculture, markets, and food.
X. When so filed the said certificate of organization, or a certified copy thereof, shall be received in the courts of the state as prima facie evidence of the facts contained therein and of the due incorporation of such association.
Source. 1925, 33:6; 142:3. PL 224:4. 1931, 10:1, 2. 1939, 93:1. RL 273:4. RSA 301:4. 1995, 130:5, eff. July 23, 1995. 2004, 248:21, eff. July 1, 2004.