New Hampshire law, specifically RSA 292, governs the formation and operation of nonprofit corporations. When a nonprofit corporation in New Hampshire wishes to amend its articles of incorporation, it must follow a specific procedural pathway. This typically involves a resolution passed by the board of directors, and in some cases, approval by the members if the bylaws or articles require it. The amended articles must then be filed with the New Hampshire Secretary of State. RSA 292:10 outlines the process for amending articles of incorporation. It states that amendments can be made by a vote of the directors or, if the corporation has members, by a vote of the members as prescribed by the bylaws or articles. The filing of the amended articles with the Secretary of State is the final step that makes the amendments legally effective. Therefore, the correct procedure involves board approval and filing with the state, with potential member approval depending on internal governance documents.

New Hampshire law, specifically RSA 292:10, outlines the requirements for the dissolution of a nonprofit corporation. Dissolution can be initiated by the corporation itself or by a court order. For a voluntary dissolution, the process typically involves a resolution adopted by the board of directors and then by the members, if the corporation has members. Following the adoption of the dissolution resolution, the corporation must file a Certificate of Dissolution with the New Hampshire Secretary of State. Before filing, the corporation must cease its activities except those necessary to wind up its affairs. This winding up process includes paying or making provision for the payment of all known debts and liabilities, collecting and disposing of assets, and distributing any remaining assets in accordance with the corporation’s articles of agreement or bylaws, or as otherwise provided by law. Specifically, for public benefit or religious corporations, any remaining assets must be distributed for charitable purposes, as defined by the New Hampshire Revised Statutes Annotated (RSA) Chapter 292. The law aims to ensure that a dissolved nonprofit does not retain assets that were dedicated to public or charitable purposes.

In New Hampshire, a nonprofit corporation’s ability to merge with another entity is governed by specific statutory provisions. RSA 292-B:10 outlines the procedure for mergers and consolidations. For a nonprofit corporation to merge, the board of directors must adopt a plan of merger, which must then be approved by the members, if the corporation has members, or by the governing body if it does not have members. The plan must detail the terms and conditions of the merger, including how the surviving or new entity will be formed and how assets and liabilities will be transferred. A critical aspect is that the plan must be adopted by a vote of at least two-thirds of the directors present at a meeting where a quorum is established, and if the nonprofit has members, it must be approved by at least two-thirds of the members voting at a meeting where a quorum is present, or by a greater percentage if specified in the articles of agreement or bylaws. The question asks about the minimum director approval needed for a merger plan. While member approval is often required, the initial step of board approval is paramount. The New Hampshire statutes, specifically RSA 292-B:10, generally require a majority of the directors present at a meeting where a quorum exists to adopt a plan of merger, unless the articles or bylaws stipulate a higher threshold. Therefore, a majority vote of directors present at a quorum meeting is the baseline requirement for the board’s adoption of a merger plan.

New Hampshire law, specifically RSA 7:26, outlines the process for the dissolution of nonprofit corporations. When a nonprofit corporation in New Hampshire dissolves, its assets must be distributed in accordance with its articles of incorporation, bylaws, or a plan of dissolution. If these documents do not specify a recipient, or if the specified recipient is unable to accept the assets, RSA 7:26 mandates that the assets be distributed to another domestic nonprofit corporation, or to a foreign nonprofit corporation authorized to transact business in New Hampshire, that is organized and operated primarily for charitable or public purposes similar to those of the dissolving corporation. This ensures that the remaining assets continue to serve a public benefit. The Attorney General of New Hampshire has oversight of charitable trusts and may be involved in approving the distribution plan to ensure compliance with this statutory requirement and the original charitable intent of the dissolving entity. The question tests the understanding of this specific statutory directive for asset distribution upon dissolution, emphasizing the preference for similar charitable purposes and the role of the Attorney General in overseeing such distributions.

The New Hampshire Revised Statutes Annotated (RSA) chapter 292 governs nonprofit corporations. Specifically, RSA 292:13 outlines the requirements for annual reports. This statute mandates that each nonprofit corporation shall file an annual report with the Secretary of State. The purpose of this report is to provide updated information about the corporation’s status, directors, and registered agent, ensuring transparency and accountability to the public and the state. Failure to file this report can lead to administrative dissolution of the corporation. The filing fee is a nominal amount, set by statute, to cover the administrative costs of processing the report. The statute does not require a separate financial audit to be submitted with the annual report, although good governance practices may dictate internal financial reviews. The report is due annually on the anniversary date of the corporation’s formation or such other date as designated by the Secretary of State. The content of the annual report is prescribed by the Secretary of State’s office and typically includes the names and addresses of the current directors and officers, the name and address of the registered agent, and a brief statement of the corporation’s activities.

The New Hampshire Nonprofit Corporation Act, specifically RSA 292-B, outlines the requirements for the dissolution of nonprofit corporations. When a nonprofit corporation in New Hampshire intends to dissolve, it must follow a specific procedure to ensure its assets are distributed appropriately and its legal existence is properly terminated. This process generally involves a resolution by the board of directors, followed by approval from the members, if applicable. Once the dissolution is authorized, the corporation must cease its activities, collect its assets, and settle its liabilities. A crucial aspect of this final stage is the distribution of remaining assets. RSA 292-B:16 mandates that after all debts and liabilities are paid or adequately provided for, any remaining assets must be distributed to one or more domestic or foreign corporations or organizations that are qualified to receive tax-deductible contributions under federal law, or to any other person or entity as provided in the corporation’s articles of agreement or bylaws, provided such distribution is consistent with the corporation’s purpose. This ensures that the assets of a dissolved nonprofit continue to serve charitable or public purposes, aligning with the original intent of its formation. Therefore, the distribution of remaining assets to a qualified 501(c)(3) organization is a legally mandated step in the dissolution process under New Hampshire law, assuming the articles of agreement do not specify an alternative permissible recipient.

New Hampshire’s Revised Statutes Annotated (RSA) Chapter 292 governs nonprofit corporations. Specifically, RSA 292-A addresses the dissolution of nonprofit corporations. Upon dissolution, a nonprofit corporation must follow a specific process to wind up its affairs. This process involves ceasing to conduct its business except as necessary for winding up, notifying creditors, collecting assets, paying liabilities, and distributing any remaining assets. The distribution of assets is crucial and must be made in accordance with the corporation’s articles of incorporation or bylaws. If the governing documents do not specify a recipient for the remaining assets, RSA 292-A:11 mandates that such assets must be distributed to one or more domestic or foreign corporations or foundations that are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or to a governmental entity for a public purpose. This ensures that the assets continue to serve charitable or public purposes, aligning with the original intent of a nonprofit organization. The process is overseen by the directors or trustees, or by a court if necessary. The question tests the understanding of the statutory mandate for asset distribution when the organizational documents are silent on the matter, highlighting the priority given to 501(c)(3) organizations or public purposes in New Hampshire.

In New Hampshire, when a nonprofit corporation’s articles of incorporation do not specify a dissolution procedure, or if the specified procedure cannot be followed, the New Hampshire Revised Statutes Annotated (RSA) Chapter 292-B, specifically RSA 292-B:10, governs the distribution of assets. This statute mandates that after paying all debts and liabilities, any remaining assets shall be distributed to one or more organizations that are themselves organized and operated exclusively for charitable, religious, educational, scientific, or public purposes, as determined by the court. This ensures that the assets continue to serve public benefit purposes, aligning with the original intent of a nonprofit entity. The process involves court supervision to ensure fairness and adherence to legal requirements. The statute does not permit distribution to members, directors, officers, or any private individuals, as this would violate the fundamental principles of nonprofit law and potentially constitute private inurement.

The New Hampshire Nonprofit Corporation Act, specifically RSA 292-B, outlines the procedures for the dissolution of a nonprofit corporation. When a nonprofit corporation decides to dissolve, it must follow a specific process to ensure its affairs are properly wound up. This process generally involves adopting a resolution of dissolution, filing a certificate of dissolution with the Secretary of State, and then distributing assets. According to RSA 292-B:13, after all debts and liabilities have been paid or adequately provided for, remaining assets must be distributed to one or more qualified organizations. These organizations must be described in Section 501(c)(3) of the Internal Revenue Code or be a governmental unit for exclusively public purposes. This ensures that the assets of a dissolved nonprofit are used for charitable or public benefit purposes, aligning with the original intent of its tax-exempt status. The question focuses on the distribution of assets after dissolution, a critical step in winding up a nonprofit’s affairs in New Hampshire. The correct distribution is to organizations that are tax-exempt under IRC Section 501(c)(3) or to governmental units for public purposes. Other distributions, such as to members, even if they are also 501(c)(3) organizations, or to a successor organization that is not specifically a 501(c)(3) or governmental unit, would not comply with the statutory requirements for asset distribution upon dissolution.

The scenario describes a situation where a New Hampshire nonprofit organization, “Coastal Conservation Alliance,” has received a significant donation designated for a specific project: restoring a salt marsh ecosystem. The donor has explicitly stipulated that the funds must be used solely for this purpose and cannot be diverted to the organization’s general operating expenses or other programs. This type of donation is known as a restricted contribution. New Hampshire law, consistent with broader nonprofit governance principles, distinguishes between unrestricted and restricted funds. Restricted contributions, as defined by statutes such as RSA 292-B:3, require the nonprofit to adhere to the donor’s specified purpose. Failure to do so can lead to legal repercussions, including potential lawsuits from the donor or beneficiaries, and damage to the organization’s reputation and ability to attract future funding. The question hinges on how such a restricted contribution impacts the organization’s financial management and legal obligations. The organization must maintain separate accounting for these funds and ensure all expenditures align with the donor’s intent. This ensures accountability and transparency in the use of charitable assets, upholding the trust placed in the nonprofit by its supporters and the public. The core legal principle is that the donor’s intent, when clearly articulated and legally binding, must be honored by the recipient organization.

No calculation is required for this question. The scenario presented involves a New Hampshire nonprofit corporation, “Granite State Guardians,” which has a governing board with specific terms. The question probes the understanding of New Hampshire’s statutory framework concerning the removal of a director from a nonprofit corporation. Under New Hampshire Revised Statutes Annotated (RSA) Chapter 292-B, specifically concerning nonprofit corporations, the process for removing a director is generally governed by the corporation’s bylaws, provided they do not conflict with state law. If the bylaws are silent or insufficient, RSA 292-B:10 outlines procedures for director removal, which typically require a vote of the members or, in certain circumstances, a vote by the board itself, often with specific notice requirements and grounds for removal. The scenario implies a situation where a director might be acting in a manner detrimental to the organization, necessitating consideration of removal procedures. The key is to identify the statutory basis and procedural requirements under New Hampshire law for such an action, which would involve proper notice and a vote as prescribed by either the bylaws or state statute. The question tests the understanding of the interplay between corporate governance documents and state law in director removal.

No calculation is required for this question. The New Hampshire Revised Statutes Annotated (RSA) Chapter 292 governs nonprofit corporations. Specifically, RSA 292-B outlines the requirements for dissolution. For a nonprofit corporation that has not issued any shares or has no members entitled to vote on dissolution, the dissolution must be authorized by a vote of two-thirds of the directors then in office. This is a fundamental procedural requirement for winding up the affairs of such an organization in New Hampshire. The process ensures that the decision to dissolve is made by those entrusted with the organization’s governance, absent member participation, and adheres to the statutory majority required for significant corporate actions. Understanding this specific procedural threshold is crucial for proper corporate governance and dissolution under New Hampshire law.

The New Hampshire Nonprofit Corporation Act, specifically RSA 292-A, outlines the requirements for a nonprofit corporation to dissolve voluntarily. For a nonprofit corporation, a plan of dissolution must be adopted by the board of directors. Following board approval, this plan must then be submitted to the members for approval. The minimum voting threshold for member approval of a voluntary dissolution is typically two-thirds of the votes cast by members entitled to vote on the matter, assuming the corporation’s bylaws do not specify a higher quorum or voting percentage. If the bylaws are silent on the specific threshold for dissolution, the default statutory requirement applies. Therefore, a resolution to dissolve a New Hampshire nonprofit corporation, absent specific provisions in its articles of agreement or bylaws to the contrary, requires approval by two-thirds of the votes cast by members entitled to vote.

The question revolves around the application of New Hampshire’s laws governing nonprofit corporations, specifically concerning the dissolution process and the distribution of assets. New Hampshire law, as codified in RSA 292-B:11, outlines the procedures for winding up a nonprofit corporation. Upon dissolution, after all debts and liabilities have been paid or adequately provided for, any remaining assets must be distributed for one or more exempt purposes. This means assets cannot be distributed to members, directors, officers, or any private individuals. Instead, they must be given to another organization that qualifies as a tax-exempt entity under federal or state law, or to a governmental agency for a public purpose. The scenario describes a nonprofit organization in New Hampshire that has ceased operations and has remaining funds after settling all its obligations. The key legal principle here is that these residual assets must be dedicated to furthering charitable or public objectives, aligning with the fundamental purpose of nonprofit status. Distributing these funds to the organization’s founders or to a for-profit entity would violate the core tenets of nonprofit law and the specific provisions for asset distribution upon dissolution in New Hampshire. Therefore, the most legally sound and compliant action is to transfer the remaining assets to another qualified nonprofit organization.

The scenario describes a nonprofit organization in New Hampshire that has received a significant donation designated for a specific program. The organization’s board of directors wishes to reallocate these funds to a different, more pressing program. Under New Hampshire law, specifically concerning the governance and financial management of nonprofit corporations, the treatment of restricted donations is a critical aspect. New Hampshire Revised Statutes Annotated (RSA) Chapter 292-A governs nonprofit corporations. While the specific details of donor intent and fund reallocation can be complex and may involve legal interpretation and potential court action if the donor’s intent is clearly expressed and binding, generally, a donor’s restriction on the use of a gift must be honored. If the donor’s designation was a condition of the gift, the organization cannot unilaterally change its use without potentially breaching fiduciary duties or violating the terms of the gift. In such situations, the organization’s options typically involve seeking the donor’s consent for the reallocation, petitioning a court for permission to modify the restriction, or, in some limited circumstances, arguing that the restriction has become impossible or impractical to fulfill. The most direct and legally sound approach, assuming the donor is identifiable and accessible, is to obtain their explicit consent. Without donor consent or a court order, unilaterally reallocating restricted funds would be improper. The question tests the understanding of donor-imposed restrictions and the legal obligations of a New Hampshire nonprofit to adhere to them. The correct course of action involves respecting the donor’s intent unless legally excused or modified.

The scenario describes a nonprofit organization in New Hampshire that has received a substantial bequest from a donor. The question revolves around the proper legal framework for handling such a gift under New Hampshire law. Specifically, it tests understanding of how significant financial contributions are managed and reported to ensure compliance with state regulations for nonprofit entities. New Hampshire law, particularly concerning the administration of charitable trusts and the governance of nonprofit corporations, mandates specific procedures for accepting and managing major gifts. These procedures are designed to protect the charitable assets, ensure accountability to the public and regulatory bodies, and uphold the donor’s intent. The relevant statutes and case law in New Hampshire would dictate the necessity of board approval for significant gifts, potential reporting requirements to the Attorney General’s office, and the establishment of appropriate internal controls for asset management. Failure to adhere to these protocols can lead to legal repercussions, including penalties or even the loss of tax-exempt status. Therefore, the most appropriate action for the nonprofit’s board of directors, upon receiving such a significant bequest, is to formally review and approve its acceptance, ensuring it aligns with the organization’s mission and governing documents, and to initiate the necessary internal processes for its administration.

The New Hampshire Nonprofit Corporation Act, specifically RSA 292-B, governs the formation and operation of nonprofit corporations in the state. One critical aspect of this act pertains to the requirements for amending the articles of incorporation. For a nonprofit corporation organized under RSA 292-B, an amendment to the articles of incorporation requires approval by the board of directors and then by the members, if the articles of incorporation provide for members. If the articles of incorporation do not provide for members, or if the amendment affects the rights of members in a way that requires member approval under the articles or bylaws, then member approval is necessary. The specific threshold for member approval, if required, is typically a majority vote of the members present and voting at a meeting where a quorum is present, or by written consent, unless the articles or bylaws specify a higher threshold. However, the question asks about an amendment that *does not* affect the rights of members. In such cases, the New Hampshire Nonprofit Corporation Act allows for amendments to be adopted solely by the board of directors, provided the articles of incorporation do not require member approval for such amendments. This is a common point of distinction in nonprofit governance, where amendments impacting the fundamental structure or purpose of the organization often require member input, while operational or administrative changes might be handled by the board alone. Therefore, if the amendment to the articles of incorporation does not alter the rights of the members, and the articles of incorporation do not mandate member approval for such specific changes, the board of directors can approve the amendment without member consent.

In New Hampshire, a nonprofit corporation’s ability to merge with another entity is governed by specific statutory provisions. RSA 292-B:12 outlines the procedures and requirements for such mergers. A merger typically requires approval from the board of directors and, in most cases, a vote of the members or shareholders. The statute specifies the minimum voting threshold for member approval, which is generally two-thirds of the votes cast by members entitled to vote on the matter, unless the articles of incorporation or bylaws prescribe a higher percentage. The process involves adopting a plan of merger, which details the terms and conditions of the combination, including the surviving entity, the treatment of outstanding memberships or shares, and any amendments to the articles of incorporation. Following approval, the plan, along with other required documents, must be filed with the New Hampshire Secretary of State. The question hinges on understanding the statutory requirement for member approval in a merger scenario, specifically when the articles of incorporation are silent on the matter. In such instances, the default statutory provision applies. Therefore, a two-thirds majority of the votes cast by members entitled to vote is the minimum required for the merger to be effective.

New Hampshire law, specifically RSA 292-B, governs the formation and operation of nonprofit corporations. A key aspect of this chapter is the procedure for a nonprofit corporation to dissolve voluntarily. The process requires a resolution to be adopted by the board of directors, followed by a vote of the members or shareholders, if applicable. For corporations with members, the dissolution must be approved by at least two-thirds of the members present and voting at a meeting, provided a quorum is present. If there are no members, or if the articles of incorporation or bylaws do not specify a member voting requirement, the board of directors can approve the dissolution by a majority vote. Following the member or board approval, articles of dissolution must be filed with the New Hampshire Secretary of State. This filing formally signifies the intent to dissolve and initiates the winding-up process, which includes settling debts and distributing assets according to the corporation’s articles of incorporation or New Hampshire law. The law emphasizes that assets remaining after the satisfaction of all liabilities must be distributed to one or more domestic or foreign corporations or entities qualifying as exempt organizations under federal law or New Hampshire law, or to the members if the articles permit and the distribution is otherwise lawful.

The New Hampshire Nonprofit Corporation Act, specifically RSA 292-B:10, outlines the procedures for a nonprofit corporation to merge with another entity. When a domestic nonprofit corporation proposes to merge with a foreign nonprofit corporation, the merger must be authorized in accordance with the laws of both New Hampshire and the foreign jurisdiction. RSA 292-B:10(III) states that if the surviving entity is a foreign nonprofit corporation, the merger must be effective under the laws of the foreign jurisdiction. Furthermore, RSA 292-B:10(IV) specifies that the plan of merger must be approved by the board of directors of the New Hampshire nonprofit corporation and then submitted to the members for approval, unless the articles of incorporation or bylaws permit action by the board alone. A majority vote of the members present at a meeting where a quorum is present is typically required for member approval, unless the articles or bylaws specify a different voting threshold. The filing of the certificate of merger with the New Hampshire Secretary of State is the final step to make the merger legally effective in New Hampshire, provided all other statutory requirements have been met. The question tests the understanding of the specific requirements for mergers involving foreign nonprofit corporations under New Hampshire law, emphasizing the need for compliance with both jurisdictions’ laws and the proper internal approval processes.

The New Hampshire Nonprofit Corporation Act, specifically RSA 292-B, outlines the requirements for the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with its articles of incorporation, bylaws, or a plan of dissolution. If these documents do not specify the distribution of assets, or if they are silent on the matter, the assets must be distributed to one or more domestic or foreign corporations or other organizations engaged in activities substantially similar to those of the dissolving corporation. This principle ensures that the charitable or public benefit purpose for which the nonprofit was established continues to be served. Failure to adhere to these distribution requirements can lead to legal challenges and potential reversion of assets to the state. The process of dissolution involves filing a certificate of dissolution with the New Hampshire Secretary of State and winding up the corporation’s affairs. The distribution of assets is a crucial final step in this process.

In New Hampshire, a nonprofit corporation’s ability to dissolve voluntarily and distribute its assets is governed by specific statutory provisions. RSA 292-B:12 outlines the procedure for dissolution. For a nonprofit corporation, after all debts and liabilities have been paid or adequately provided for, the remaining assets must be distributed for one or more exempt purposes. This is a fundamental principle of nonprofit law, ensuring that assets dedicated to public benefit are not diverted to private individuals. The statute mandates that the distribution be made to entities that are themselves exempt under Section 501(c)(3) of the Internal Revenue Code, or to a governmental unit for a public purpose. This prevents the dissolution of a charitable organization from resulting in a private windfall. Therefore, if the founding documents of the “Granite State Historical Society” do not specify a particular recipient for its remaining assets upon dissolution, the board of directors must identify a qualified recipient that aligns with the society’s historical preservation mission and is recognized as a 501(c)(3) organization or a governmental entity for a public purpose. This ensures continuity of charitable purpose.

No calculation is required for this question. The New Hampshire Nonprofit Corporation Act, specifically RSA 292-C, governs the dissolution of nonprofit corporations. When a nonprofit corporation in New Hampshire is dissolved, its assets must be distributed for charitable purposes. RSA 292-C:53 outlines the procedures for distribution of assets upon dissolution. It mandates that any remaining assets, after paying or making provision for debts and obligations, shall be distributed to one or more domestic or foreign corporations or other organizations engaged in activities substantially similar to those of the dissolving corporation, or to any other organization or organizations designated by the court, for one or more charitable purposes. This ensures that the charitable intent behind the original incorporation is continued. Failure to adhere to this provision could result in a breach of fiduciary duty by the directors and potential legal challenges regarding the disposition of assets. The core principle is that assets acquired for charitable purposes cannot be distributed for private benefit.

New Hampshire law, specifically RSA 7:22, outlines the procedures for a nonprofit corporation to sell, lease, or otherwise dispose of substantially all of its assets. This statute requires that such a disposition be authorized by a vote of two-thirds of the members entitled to vote thereon at a meeting of the members, or if there are no members or no provision for members, by a vote of two-thirds of the directors. Furthermore, the statute mandates that written notice of the proposed action, including a description of the transaction, must be given to all members or directors, as applicable, at least twenty days prior to the meeting at which the vote will be taken. This provision is designed to ensure transparency and provide adequate time for stakeholders to review and consider significant corporate actions that could impact the organization’s mission and operations. The statute also requires that a certificate setting forth the action taken be filed with the Secretary of State, along with any other required documentation. This filing serves as public notice of the asset disposition.

The scenario involves a New Hampshire nonprofit organization, “Granite State Guardians,” which received a significant donation designated for a specific program. The question tests the understanding of New Hampshire’s specific statutory requirements for handling restricted donations, particularly concerning the application of doctrine of cy-pres. New Hampshire law, as codified in statutes such as RSA 292-B (Uniform Prudent Management of Institutional Funds Act, adopted with modifications), governs how nonprofit organizations manage and expend funds, especially those with donor restrictions. When a donor’s specific purpose becomes impossible or impracticable to fulfill, the doctrine of cy-pres allows a court to redirect the funds to a purpose as near as possible to the original intent. In New Hampshire, the Attorney General’s office plays a crucial role in overseeing charitable assets and often must approve significant deviations from donor intent. The decision to use the funds for a different but related program without seeking judicial or Attorney General approval would be a violation of the organization’s fiduciary duties and potentially state law, especially if the original purpose is truly impossible. The question requires discerning the correct procedural step for a nonprofit facing such a situation under New Hampshire law. The most appropriate action, to ensure compliance and maintain the organization’s integrity, is to petition the New Hampshire Superior Court for guidance and approval to modify the restriction, or to seek consent from the New Hampshire Attorney General’s office if applicable statutes permit such administrative approval for specific circumstances. The latter is often a precursor or alternative to judicial action depending on the nature and scale of the restriction and the proposed modification. However, direct reallocation without any formal process is not permitted.

The question asks about the threshold for requiring a formal audit for a New Hampshire nonprofit organization based on its gross receipts. New Hampshire law, specifically RSA 7:19-b, outlines the requirements for financial reporting and audits for charitable trusts and nonprofit corporations. For organizations that receive contributions, the statute specifies thresholds for different levels of scrutiny. If gross receipts from contributions, as defined by federal tax law, exceed \$500,000, the organization must have its financial statements audited by an independent certified public accountant. This audit must be conducted in accordance with generally accepted auditing standards. If gross receipts from contributions are between \$250,000 and \$500,000, a financial review by an independent certified public accountant is generally sufficient. Below \$250,000, typically a financial statement prepared by the organization or a compilation report by a CPA is acceptable, though specific circumstances and the nature of the organization can influence this. The threshold for a mandatory audit, as per the statute, is \$500,000 in gross receipts from contributions.

The New Hampshire Nonprofit Corporation Act, specifically RSA 292-B:11, outlines the requirements for a nonprofit corporation to dissolve voluntarily. A key aspect of this process involves the distribution of assets upon dissolution. RSA 292-B:11, subsection V, states that after all liabilities and obligations have been paid or adequately provided for, any remaining assets shall be distributed to one or more domestic or foreign corporations or not-for-profit corporations that are qualified under section 501(c)(3) of the Internal Revenue Code, or to the extent permitted by law, to any other person or persons as the court shall direct. This provision ensures that the assets of a dissolved nonprofit are not distributed to its members, directors, or officers, but rather are used for charitable or public purposes consistent with the organization’s original mission. The question tests the understanding of this specific statutory directive regarding asset distribution in voluntary dissolution under New Hampshire law, emphasizing the requirement for assets to be dedicated to a qualifying charitable entity or as directed by a court, rather than reverting to private individuals associated with the corporation.

The question pertains to the dissolution of a nonprofit corporation in New Hampshire and the proper distribution of assets. Under New Hampshire law, specifically RSA 292:10, upon dissolution, after paying or making provision for all liabilities, any remaining assets of a nonprofit corporation must be distributed for one or more exempt purposes. This typically means distributing them to another organization that is exempt under Section 501(c)(3) of the Internal Revenue Code, or for other charitable, educational, religious, or scientific purposes. The specific wording in the statute is key: “all remaining assets shall be distributed to one or more domestic or foreign corporations or trusts, or governmental entities, that are organized and operated exclusively for charitable, educational, religious, or scientific purposes.” Therefore, retaining assets for the personal benefit of directors or members, or distributing them to a for-profit entity, would violate this provision. The question tests the understanding of the statutory mandate for asset distribution post-dissolution, emphasizing the charitable or public benefit purpose.

New Hampshire law, specifically RSA 292-B, governs the formation and operation of nonprofit corporations. When a nonprofit corporation in New Hampshire wishes to amend its articles of incorporation, it must follow a specific procedural pathway. This pathway generally involves a resolution passed by the board of directors, and in certain circumstances, a vote by the members if the articles or bylaws require it. The amended articles must then be filed with the New Hampshire Secretary of State. The question centers on the specific timing and method of effectuating amendments that alter the corporation’s name or purpose. According to RSA 292-B:11, amendments that change the name or the purpose for which the corporation was organized require a vote of the members if the corporation has members, or a two-thirds vote of the entire board of directors if the corporation has no members. This filing is a critical step in making the amendment legally binding and public record. The requirement for a member vote or a supermajority board vote for fundamental changes like name or purpose is a safeguard to ensure broad organizational consensus on such significant alterations, reflecting the democratic principles often inherent in nonprofit governance.

The New Hampshire Nonprofit Corporation Act, specifically RSA 292-B, outlines the requirements for the dissolution of a nonprofit corporation. When a nonprofit corporation intends to dissolve voluntarily, the process generally involves several key steps. First, a resolution to dissolve must be adopted by the board of directors. Following board approval, this resolution typically requires approval by the members of the corporation. The specific voting threshold for member approval is usually stipulated in the corporation’s bylaws or articles of incorporation, but the Act provides default provisions if the governing documents are silent. After the necessary approvals are obtained, the corporation must file a Certificate of Dissolution with the New Hampshire Secretary of State. Prior to or concurrently with filing the Certificate of Dissolution, the corporation must undertake winding up its affairs. This winding up process includes ceasing to conduct its business except as necessary for winding up, collecting its assets, paying or making provision for the payment of all its liabilities, and distributing any remaining assets in accordance with the provisions of RSA 292-B:11. This statute mandates that after all liabilities are paid or provided for, any remaining assets must be distributed to one or more domestic or foreign corporations or other organizations engaged in activities substantially similar to those of the dissolving corporation, or for other lawful purposes, as specified in the corporation’s articles of incorporation or bylaws. If the articles of incorporation or bylaws do not specify a recipient, the assets must be distributed to one or more organizations described in RSA 292-B:11, subsection 2, paragraph b. The question asks about the primary legal obligation of the board of directors regarding remaining assets after liabilities are settled. This directly relates to the distribution requirements outlined in the dissolution statutes. The Act requires that these assets be distributed to organizations that are qualified to receive them, aligning with the nonprofit’s mission or for other lawful purposes, as dictated by its governing documents or statutory defaults.