New Hampshire Proposed Amendment to Bylaws Regarding Director and Officer Indemnification: Overview: In accordance with the changing landscape of corporate governance and the need for enhanced protections, the state of New Hampshire has proposed an amendment to existing bylaws regarding the indemnification of directors and officers of corporations registered within the state. This proposed amendment aims to provide broader indemnification rights for directors and officers, ensuring greater security and reducing potential liabilities. The following sections outline the key provisions of the amendment, along with its copy for reference. Keywords: New Hampshire, proposed amendment, bylaws, director, officer indemnification, indemnification rights, corporate governance, liabilities Types of Proposed Amendments: 1. Expansion of Indemnification Protections: The proposed amendment seeks to expand the indemnification protections for directors and officers by incorporating comprehensive language into the existing bylaws. It aims to encompass a broader range of potential legal actions and circumstances that directors and officers may face in the course of their duties. This expansion intends to provide enhanced safeguards and reassurances to those individuals serving in these positions. 2. Modification of Existing Indemnification Language: Another type of proposed amendment includes modifying the existing indemnification language found in the bylaws to align with the evolving legal landscape and best practices. This modification ensures that the provision adequately captures the rights and protections required by directors and officers, addressing any potential gaps in the current bylaws. 3. Inclusion of Mandatory Indemnification: Under this type of proposed amendment, mandatory indemnification provisions for directors and officers would be introduced into the bylaws. This change aims to make indemnification rights obligatory, ensuring that directors and officers receive proper protection during legal proceedings arising from their corporate duties. Copy of Proposed Amendment: [The proposed amendment text will depend on the specific language and provisions outlined by the state of New Hampshire. Here, we provide a fictitious example for illustrative purposes only.] "Section X: Director and Officer Indemnification: 1. The corporation, to the fullest extent permitted by applicable law, shall indemnify any director or officer, if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. 2. Indemnification may include, but is not limited to, expenses (including attorney fees), judgments, fines, settlements, and any other costs incurred in connection with legal actions or proceedings, including those initiated by the corporation or in which directors or officers are parties merely by reason of their position with the corporation. 3. The rights to indemnification provided herein shall not be exclusive of any other rights to which directors and officers may be entitled under any statute, bylaw, agreement, vote of shareholders, or otherwise." (Note: This is a fictional example and does not represent an actual New Hampshire proposed amendment.) By implementing such amendments, New Hampshire aims to enhance the legal protections available to directors and officers serving in the state, reinforcing the confidence of individuals in leadership positions within corporations and promoting effective governance.
New Hampshire Proposed amendment to Bylaws regarding director and officer indemnification with copy of amendment
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The voting requirements for membership approval of bylaw amendments and restatements are normally found in an association's bylaws. In the event the bylaws fail to include an amendment provision, they may be amended by a majority of those members voting once a quorum has been established. (Corp. Code § 7150(b).)
One of the best and easiest ways to remove a director is to allow term limits to expire and not reappoint them. This is one of the reasons some boards limit the number of terms a person can serve. Term limits keep boards refreshed. Letting loose an unproductive board member is a natural way to improve the board.
The board of directors for a nonprofit organization can be changed through a vote by the members or through a change in the bylaws. If the bylaws do not specify how board members can be removed or replaced, then the members can vote to change the board.
The most common policy for member organizations is to call a meeting of members and notify the board member in writing that they will be voted upon during said meeting. From there, bylaws can require the majority of (or sometimes more) members to vote to remove the board member.
To fire a toxic board member, follow these five steps: Check with others first. Make sure other leaders at your organization agree that the board member you are concerned with is a true detriment. ... Record their poor behavior. ... Recruit allies. ... Be honest and up-front. ... Acknowledge any contributions.