CORPORATIONS, ASSOCIATIONS, AND PROPRIETORS OF COMMON LANDS
COOPERATIVE MARKETING AND RURAL ELECTRIFICATION ASSOCIATIONS
Terms used in this chapter have the following meaning:
I. Agricultural products includes horticultural, viticultural, forestry, dairy, live stock, poultry, bee, and any farm products.
II. Member includes actual members of associations without capital stock and holders of common stock in associations organized with capital stock.
III. Association means any corporation organized under this chapter.
IV. Person includes individuals, firms, partnerships, corporations, and associations.
V. Associations organized hereunder shall be deemed nonprofit.
Source. 1925, 33:1. PL 224:1. RL 273:1.
Five or more persons, a majority of whom are residents of this state, engaged in the production of agricultural products, may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this chapter.
Source. 1925, 33:2. PL 224:2. RL 273:2.
Each association incorporated hereunder shall have the following powers:
I. To engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization of any agricultural products or the manufacturing or marketing of the by-products thereof, any activity in connection with the purchase, hiring or use by its members of supplies, machinery, or equipment, in financing any of the before mentioned activities. No association, however, shall handle agricultural products of non-members to an extent greater in value than the products of its own members which it handles. Nor shall such an association engaged in the purchase, hiring, or use by its members of supplies, machinery, or equipment do such business with nonmembers during any fiscal year in an amount greater in value than it does business with members.
II. To have perpetual succession in its corporate name unless incorporated or formed for a limited term, or dissolved as provided by law.
III. To borrow money without limitation as to amount of incorporate indebtedness or liability.
IV. To make advance payments and advances to members.
V. To act as the agent or representative of any member or members in any of the above mentioned activities.
VI. To purchase or otherwise acquire, to exercise all rights of ownership or control in and to sell, transfer, or pledge, or guarantee the payment of dividends or interest on, or the retirement or redemption of, shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the warehousing, handling, or marketing of any of the products handled by the association.
VII. To establish reserves and to invest the funds thereof in bonds or in such other property as may be provided in the bylaws.
VIII. To buy, hold, and exercise all privileges of ownership over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the association, or business incidental thereto.
IX. To establish, secure, own, and develop patents, trademarks, trade names, and copyrights.
X. To engage in rural electrification as limited and defined by RSA 301:53.
XI. To do everything necessary, suitable, or proper for the accomplishment of any of the purposes or the attainment of any of the objects herein enumerated, or conducive to or expedient for the interest or benefit of the association, and to contract accordingly; to exercise and possess all powers, rights, and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged, and, in addition, any other rights, powers, and privileges granted by the laws of this state to corporations organized under the general laws of this state, except such as are inconsistent with the express provisions of this chapter; and to do any such thing anywhere.
Source. 1925, 33:4. PL 224:3. 1933, 73:1. RL 273:3.
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. 2004, 248:21, eff. July 1, 2004.
301:5 Amendments to Certificate.
An association may amend its certificate of organization by the affirmative vote of 2/3 of the members voting thereon at any regular meeting, or at a special meeting called for that purpose, or if the association permits its members to vote on the basis of patronage, by the affirmative vote of a majority of the members and of 2/3 of the patronage, voting thereon. A written or printed notice of the proposed amendment and of the time and place of holding such meetings shall be delivered to each member, or mailed to his last known address as shown by the books of the association, at least 30 days prior to any such meetings. No amendment affecting the preferential rights of any outstanding stock shall be adopted until the written consent of the holders of 2/3 of the outstanding preference shares has been obtained. Amendments to the certificate of organization, when so adopted, shall be filed in accordance with the provisions of the preceding section.
Source. 1925, 33:7. PL 224:5. RL 273:5. 1945, 150:1, eff. May 9, 1945.
301:6 Fees for Filing.
For filing a certificate of organization, an association shall pay $25 to the secretary of state; and for filing an amendment thereto, $25.
Source. 1925, 33:30. PL 224:6. RL 273:6. 1949, 265:2. 2004, 248:22, eff. July 1, 2004.
Under the terms and conditions prescribed in its bylaws, an association may admit as members, or issue common stock to, only cooperative marketing associations or persons engaged in the production of the agricultural products to be handled by or through the association, including the lessees and tenants of land used therefor and any lessors and landlords who receive any part of the agricultural products produced on the leased premises or of the sale price of such products as rent, or persons engaged in the production of agricultural products who purchase or hire from such association supplies, machinery or equipment for use in connection with the production or marketing of agricultural products.
Source. 1925, 33:5. PL 224:7. 1933, 73:2. RL 273:7.
An association organized hereunder may become a member or stockholder of any other association or associations so organized.
Source. 1925, 33:5. PL 224:8. RL 273:8.
If a member of a nonstock association be other than a natural person, such member may be represented by any individual, associate, officer, manager or member thereof, duly authorized in writing.
Source. 1925, 33:5. PL 224:9. RL 273:9.
Each association shall, within 30 days after its organization, adopt for its government and management, a code of bylaws, not inconsistent with the powers granted hereby. A majority vote of the members or stockholders, or their written assent, is necessary to adopt such bylaws.
Source. 1925, 33:8. PL 224:10. RL 273:10.
301:11 Subject Matter.
Each association may provide in its bylaws for any or all of the following matters:
I. The time, place and manner of calling and conducting its meetings.
II. The number of stockholders or members constituting a quorum.
III. The right of members or stockholders to vote by representation or by mail or by both; and the conditions, manner, form, and effect of such votes.
IV. The number of directors constituting a quorum.
V. The qualifications, compensation, duties and term of office of directors and officers; the time of their election and the mode and manner of giving notice thereof.
VI. Reasonable penalties for violations of the bylaws.
VII. The amount of entrance, organization and membership fees, if any; the manner of collecting the same; and the purposes for which they may be used.
VIII. The amount which each member or stockholder shall be required to pay annually or from time to time, if at all, to carry on the business of the association; the charges, if any, to be paid by each member or stockholder for services rendered by the association to him and the time of payment and manner of collection; and the marketing contract between the association and its members or stockholders, which every member or stockholder may be required to sign.
IX. The number and qualification of members or stockholders of the association and the conditions precedent to membership or ownership of common stock; the method, time and manner of permitting members to withdraw or the holders of common stock to transfer their stock; the manner of assignment and transfer of the interest of members and of the shares of common stock; the conditions upon which and time when a membership shall cease; the automatic suspension of the rights of a member when he ceases to be eligible to membership; the manner and effect of the expulsion of a member; the manner of determining the value of a member's interest and provision for its purchase by the association upon the death or withdrawal of a member or stockholder, or upon the expulsion of a member or forfeiture of his membership, or, at the option of the association, the purchase at a price fixed by conclusive appraisal by a board of appraisers. But in no case shall it be provided that the value or price of the stock shall be determined by any board on which the association shall have any greater voice than the member or his representative.
Source. 1925, 33:8; 142:1. PL 224:11. RL 273:11.
In its bylaws each association shall provide for one or more regular meetings annually.
Source. 1925, 33:9. PL 224:12. RL 273:12.
The board of directors shall have the right to call a special meeting at any time; and they shall call one upon the petition of not less than 10 percent of the members or stockholders, stating the specific business to be brought before the association.
Source. 1925, 33:9. PL 224:13. RL 273:13.
Notice of each meeting, together with a statement of the purposes thereof, shall be mailed to each member at least 10 days prior to the meeting; provided, that the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation, published at the principal place of business of the association.
Source. 1925, 33:9. PL 224:14. RL 273:14.
301:15 Number; Qualifications.
The business of the association shall be managed by a board of not less than 5 directors, elected by the members or stockholders from their own number.
Source. 1925, 33:10. PL 224:15. RL 273:15.
The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts, either directly or by district delegates elected by the members in that district, and in such case the bylaws shall specify the number of directors to be elected by each district, and the manner and method of reapportioning the directors and of redistricting the territory covered by the association.
Source. 1925, 33:10. PL 224:16. RL 273:16.
The bylaws may provide that primary elections shall be held in each district, to elect the directors apportioned to such districts, and that the result of all such primary elections may be ratified by the next regular meeting of the association or may be deemed the act of the association.
Source. 1925, 33:10. PL 224:17. RL 273:17.
301:18 Nonmember Directors.
The bylaws may provide that one or more directors may be appointed by any public official or commission or by the other directors selected by the members or their delegates. Such directors shall represent primarily the interest of the general public in such associations and need not be members or stockholders of the association, but shall have the same powers and rights as other directors. Such directors shall not number more than 1/5 of the entire board.
Source. 1925, 33:10. PL 224:18. RL 273:18.
When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, unless the bylaws provide for an election of directors by districts, and in such a case the board of directors shall immediately call a special meeting of the members, or stockholders, to fill the vacancy, in the district where it exists.
Source. 1925, 33:10. PL 224:19. RL 273:19.
301:20 Directors' Contracts.
No director, during the term of his office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded each member or holder of common stock of the association or others, or upon terms differing from those generally current in that district.
Source. 1925, 33:10. PL 224:20. RL 273:20.
301:21 Executive Committee.
The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of that board.
Source. 1925, 33:10. PL 224:21. RL 273:21.
301:22 Election; Powers.
The directors shall elect from their number a president and one or more vice-presidents. They shall also elect a secretary, who shall be the clerk of the corporation, and a treasurer, who need not be directors or members of the association; and they may combine the 2 latter offices and designate the combined office as that of secretary-treasurer, or unite both functions and titles in one person. The treasurer may be a bank or any depository, and as such, shall not be considered as an officer, but as a function, of the board of directors, and in such case, the secretary shall perform the usual accounting duties of the treasurer, except that the funds shall be deposited only as and where authorized by the board of directors.
Source. 1925, 33:11. PL 224:22. RL 273:22.
Each officer, employee and agent handling funds or negotiable instruments or property of or for any association shall give to the association a bond, satisfactory to the board of directors, for the faithful performance of his duties and obligations.
Source. 1925, 33:12. PL 224:23. RL 273:23.
An association may provide a fair remuneration for the time actually spent by its officers and directors in its service and for the service of the members of its executive committee. The bylaws may provide that no director or officer shall occupy any position in the association, on regular salary or substantially full time pay.
Source. 1925, 33:10. PL 224:24. RL 273:24.
Membership and Stock Certificates, Etc.
When a member of an association established without capital stock has paid his membership fee in full, he shall receive a certificate of membership.
Source. 1925, 33:13. PL 224:25. RL 273:25.
No association shall issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note; but such retention as security shall not affect the member's right to vote. Until such notes are paid in full, the corresponding stock, to the extent of unpaid balances, shall be carried on the books of the association and upon all financial statements made by the association as "capital stock issued for notes," and the notes shall be carried on such books and statements as "notes given for capital stock."
Source. 1925, 33:13; 142:2. PL 224:26. RL 273:26.
301:27 Individual Liability.
No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory note given in payment therefor.
Source. 1925, 33:13. PL 224:27. RL 273:27.
Unless otherwise provided in the certificate of organization, no member or stockholder shall be entitled to more than one vote, regardless of the number of shares of stock owned by him.
Source. 1925, 33:13. PL 224:28. 1931, 10:3. RL 273:28.
301:29 Preferred Stock.
Any association organized with stock may issue preferred stock, with or without the right to vote. Such stock may be sold to any person, member, or nonmember, and may be redeemable or retirable by the association on such terms and conditions as may be provided in the certificate of organization and printed on the face of the stock certificate.
Source. 1925, 33:13. PL 224:29. RL 273:29.
301:30 Transfer of Voting Stock.
The bylaws shall prohibit the transfer of stock of the association entitled to voting rights, other than preferred stock, to persons not qualified to be members of the association and such restrictions shall be printed upon every certificate of stock subject thereto.
Source. 1925, 33:13. PL 224:30. 1929, 66:1. 1933, 73:3. RL 273:30.
An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over 10 years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association, or any facilities to be created by the association. If they contract a sale to the association, it shall be conclusively held that title to the products passes to the association upon delivery except for legally recorded chattel mortgages given for value and prior to the first day of July in any season on such products or commodities whether such mortgages are given before or after the making of such contract of sale. The contract may provide, among other things, that the association may sell or re-sell the products delivered by its members, with or without taking title thereto; and pay over to its members the re-sale price, after deducting all necessary selling, overhead and other costs and expenses, including interest or dividends on stock, not exceeding 8 percent per annum, and reserves for retiring the stock, if any; and other proper reserves; and for any other deductions.
Source. 1925, 33:14. PL 224:31. RL 273:31.
301:32 Damages, Etc.
The bylaws or the marketing contract may fix, as liquidated damages, a specific sum to be paid by a member or stockholder to the association upon the breach by him of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member shall pay all costs, premiums for bonds, expenses and fees, in case any action is brought upon the contract by the association; and any such provisions shall be valid and enforceable in the courts of this state; and such clauses providing for liquidated damages shall be enforceable as such and shall not be regarded as penalties.
Source. 1925, 33:15. PL 224:32. RL 273:32.
301:33 Equitable Remedies.
In the event of any such breach or threatened breach of such marketing contract by a member, the superior court may restrain by injunction further breach of the contract and may decree specific performance thereof. Pending the termination of such an action and upon filing a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the said court may grant a temporary restraining order against the member.
Source. 1925, 33:15. PL 224:33. RL 273:33.
301:34 Landowners' Liability.
In any action upon such marketing agreement, it shall be conclusively presumed that a landowner, landlord or lessor is able to control the delivery of products produced on his land by tenants or others, whose tenancy, possession or work on such land, or the terms of whose tenancy, possession or labor thereon, were created or changed after execution by the landowner, landlord, or lessor, of such a marketing agreement; and in such action, the foregoing remedies for nondelivery or breach shall lie and be enforceable against such landowner, landlord or lessor.
Source. 1925, 33:15. PL 224:34. RL 273:34.
301:35 Payment in Stock.
Whenever an association with preferred capital stock, shall purchase the stock or any property, or interest, it may discharge the obligation so incurred, wholly or in part, by exchanging for the acquired interest shares of its preferred capital stock to an amount which at par value would equal the fair market value of the stock or interest so purchased, as determined by the board of directors. In that case the transfer to the association of the stock or interest purchased shall be equivalent to payment in cash for the shares of stock issued.
Source. 1925, 33:16. PL 224:35. RL 273:35.
301:36 Stock Ownership.
An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations, with or without capital stock, and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, marketing, or selling the agricultural products handled by the association, or by-products thereof.
Source. 1925, 33:20. PL 224:36. RL 273:36.
301:37 Warehousing Contracts.
If such corporations are warehousing corporations, they may issue legal warehouse receipts of the association against the commodities delivered, and such legal warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented thereby. In case such warehouse is licensed, or licensed and bonded, under the laws of this or any other state or the United States, its warehouse receipt delivered to the association on commodities of the association or its members, or delivered by the association or its members, shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association.
Source. 1925, 33:20. PL 224:37. RL 273:37.
301:38 Between Associations.
An association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements, contracts and arrangements with any other cooperative corporation, association or associations, formed in this or in any other state, for the cooperative and more economical carrying on of its business or any part thereof. Any 2 or more associations may, by agreement, unite in employing and using or may separately employ and use the same personnel, methods, means and agencies for carrying on and conducting their respective businesses.
Source. 1925, 33:21. PL 224:38. RL 273:38.
301:39 Commissioner of Agriculture, Markets, and Food, Duties and Powers.
The commissioner of agriculture, markets, and food may by general or specific order prescribe such comprehensive systems of accounting for such associations as will provide information for rendering adequate reports and may require any such association to render reports, in form indicated by him, which shall state the nature and volume of business, resources, liabilities, profits, losses, and any other facts bearing upon the financial condition of the association. The commissioner may investigate the management of any such association and may make the facts, relating to said management, available to the members or stockholders of the association. He may give assistance in the organization, or reorganization, of cooperative associations and may, by general or specific order, require any such association doing business in this state or in the process of organization to file with the department a report of its promotion and organization expenses. He may require any such association to file with the department a certified copy of its bylaws and a certified copy of any marketing contract or agreement between the association and its members or patrons.
Source. 1927, 34:1-4. RL 273:40. 1945, 73:1. RSA 301:39. 1995, 130:5, eff. July 23, 1995.
301:40 Annual Reports.
Each association formed under this chapter shall prepare and submit to its annual meeting an annual report containing the name of the association, its principal place of business; a general statement of its business operations during the fiscal year, showing the amount of capital stock paid for and the number of stockholders, if a stock association, or the number of members and amount of membership fees received, if a nonstock association; the total expenses of operation; the amount of its assets and indebtedness or liabilities.
Source. 1925, 33:17. PL 224:39. RL 273:39.
301:41 Forfeiture of Charter for Default.
If any such association shall neglect or refuse to render to the commissioner of agriculture, markets, and food any report required by him under the provisions of RSA 301:39, the charter of such association shall be liable to forfeiture, and it shall be the duty of the commissioner of agriculture, markets, and food to enforce such forfeiture by appropriate proceedings.
Source. 1945, 73:2. RSA 301:41. 1995, 130:5, eff. July 23, 1995.
The commissioner of agriculture, markets, and food may forbear or discontinue such proceedings at any time, upon being satisfied that the delinquency was not willful and upon the rendering by the association of such reports as he may deem necessary.
Source. 1945, 73:2. 1995, 130:5, eff. July 23, 1995.
301:43 Use of Cooperative as Name.
No person, firm, corporation or association, hereafter organized or hereafter undertaking to do business in this state, as a farmers' marketing association for the sale of farm products, shall be entitled to use the word "cooperative" as part of its corporate or other business name or title, unless it has complied with the provisions of this chapter.
Source. 1925, 33:19. PL 224:40. RL 273:41.
301:43-a Use of Name Regulated.
I. A cooperative name shall not contain language stating or implying that the association is organized for a purpose other than that permitted by RSA 301:3 and its certificate of organization.
II. Except as authorized by paragraphs III and IV, a cooperative name, based upon the records of the secretary of state, shall be distinguishable from, and not the same as:
(a) The name of an entity incorporated, authorized, formed, or registered to do business in this state under RSA 292, RSA 293-A, RSA 293-B, RSA 294-A, RSA 301, RSA 301-A, RSA 304-A, RSA 304-B, RSA 304-C, RSA 305-A, RSA 349, or RSA 564-F.
(b) A name reserved under RSA 293-A, RSA 293-B, RSA 304-A, RSA 304-B, RSA 304-C, or RSA 564-F.
(c) The fictitious name of another foreign corporation authorized to transact business in this state.
(d) The name of an agency or instrumentality of the United States or this state or a subdivision thereof, including names reserved pursuant to RSA 53-E.
(e) The name of any political party recognized under RSA 652:11, unless written consent is obtained from the authorized representative of the political organization.
(f) The name "farmers' market" unless the entity meets the definition of "farmers' market" established in RSA 21:34-a, V.
II-a. Except as authorized by paragraphs III and IV, a cooperative name, based upon the records of the secretary of state, is not distinguishable upon the record if the only distinguishing factor to the cooperative name is:
(a) An article.
(b) Plural forms of the same word.
(c) Phonetic spelling of the same name or word.
(d) An abbreviation in place of a complete spelling of the name.
(e) A suffix or prefix added to a word or any other deviation from or derivative of the same word, excluding antonyms and opposites.
(f) A change in a word or name indicating entity status.
(g) The addition of a numeric designation, unless consent is granted by the current name holder.
(h) Differences in punctuation or special characters, unless it changes the clear meaning of the word.
(i) Differences in whether letters or numbers immediately follow each other or are separated by one or more spaces.
(j) An Arabic numeral representing a number, a Roman numeral representing the same number, or a word representing the same number appearing in the same position within otherwise identical names.
III. A cooperative may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, one or more of the names described in paragraph II, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if:
(a) The holder or holders of the name as described in paragraph II gives written consent to use the name that is not distinguishable from the name of the applying cooperative; or if the name is the same, one or more words are added to the name to make the new name distinguishable from the other name; or
(b) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, the name of the applying cooperative; or
(c) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
IV. A cooperative may use the name, including the fictitious name, of another domestic or foreign entity that is used in this state if the other entity is incorporated, authorized, formed, or registered to transact business in this state and the proposed user cooperative:
(a) Has merged with the other entity;
(b) Has been formed by reorganization of the other entity; or
(c) Has acquired all or substantially all of the assets, including the name, of the other entity.
V. This chapter does not control the use of fictitious names.
VI. Nothing in this section would prohibit the owner or owners of a trade name registered under RSA 349 to form a domestic cooperative under the same name as the trade name.
Source. 1999, 293:4. 2004, 248:23. 2009, 293:5. 2015, 188:9, 10, eff. Jan. 1, 2016. 2017, 257:55, eff. Oct. 1, 2017. 2018, 221:5, eff. Jan. 1, 2019. 2019, 316:14, eff. Oct. 1, 2019.
301:44 Foreign Associations.
Any corporation or association organized under generally similar laws of another state shall be allowed to carry on any proper activities, operations and functions in this state upon compliance with the general regulations applicable to foreign corporations desiring to do business in this state, and all contracts which could be made by any association incorporated hereunder, made by or with such association shall be legal and valid and enforceable in this state with all of the remedies set forth in this chapter.
Source. 1925, 33:22. PL 224:41. RL 273:42.
301:45 Adoption of Provisions.
Any corporation or association, organized under previously existing statutes, may, by a majority vote of its directors be brought under the provisions of this chapter by limiting its membership and adopting the other restrictions as provided herein. It shall make out in duplicate a statement signed and sworn to by a majority of its directors to the effect that the corporation or association has, by a majority vote of the directors, decided to accept the benefits and be bound by the provisions of this chapter and has authorized all changes accordingly. Articles of incorporation shall be filed as required in RSA 301:4, except that they shall be signed by the members of the then board of directors. The filing fee shall be the same as for filing an amendment to the certificate of organization.
Source. 1925, 33:23. PL 224:42. RL 273:43.
301:46 Existing Contracts.
When any association shall be hereafter incorporated hereunder, all contracts heretofore made, by or on behalf of the same, in anticipation of such incorporation; whether such contracts be made by or in the name of some corporation organized elsewhere or otherwise, shall have the same validity as if made after the passage hereof.
Source. 1925, 33:23. PL 224:43. RL 273:44.
301:47 Interference With Contracts, Etc.
Any person or any corporation whose officers or employees knowingly induce or attempt to induce any member or stockholder of an association organized hereunder, or organized under similar statutes of other states, with similar restrictions and rights and operating in this state under due authority, to breach his marketing contract with the association, or who maliciously and knowingly spreads false reports about the finances or management or activity thereof, shall be guilty of a misdemeanor if a natural person, or guilty of a felony if any other person. Any person shall be liable to the association aggrieved in a civil suit in the penal sum of $500 for each such offense.
Source. 1925, 33:24. PL 224:44. RL 273:45. RSA 301:47. 1973, 529:64, eff. Oct. 31, 1973 at 11:59 p.m.
301:48 Interference by Warehousemen.
Any person, firm or corporation conducting a warehouse within this state who solicits or persuades or knowingly permits any member of any association organized hereunder to breach his marketing contract with the association by accepting or receiving such member's products for sale or for auction or for display for sale, contrary to the terms of any marketing agreement of which said person or any member of the said firm or any active officer or manager of the said corporation has knowledge or notice, shall be liable to the association aggrieved in a civil suit in the penal sum of $500 for each such offense; and such association may apply to the superior court for an injunction against such warehouseman to prevent further breaches and a multiplicity of actions thereon. In addition said warehouseman shall pay to the association a reasonable attorney's fee and all costs involved in any such litigation or proceeding at law.
Source. 1925, 33:25. PL 224:45. RL 273:46.
301:49 Contracts Legal.
No association organized hereunder and complying with the terms hereof shall be deemed to be a conspiracy or a combination in restraint of trade or an illegal monopoly or an attempt to lessen competition or to fix prices arbitrarily; and the marketing contracts and agreements between the association and its members and any agreements authorized in this chapter shall not be deemed illegal as such or in unlawful restraint of trade or as part of a conspiracy or combination to accomplish an improper or illegal purpose.
Source. 1925, 33:26. PL 224:46. RL 273:47.
301:50 Annual Fee.
Each association organized hereunder shall pay an annual fee of $25 only, in lieu of all franchise, license, or corporation taxes, or taxes or charges upon reserves held by it for members.
Source. 1925, 33:29; 142:5. PL 224:47. RL 273:48. 2004, 248:24, eff. July 1, 2004.
301:51 Provisions Applicable.
The appropriate provisions of this title and all powers and rights thereunder shall apply to the associations organized hereunder, except where such provisions are in conflict with or inconsistent with the express provisions hereof. But provisions which are in conflict herewith shall not apply to the associations herein provided for.
Source. 1925, 33:28. PL 224:48. RL 273:49.
Any officer or director who shall subscribe or make oath to any certificate provided for in RSA 301:4 and 5, which shall contain any false statement, known by such person to be false; or who shall do any act relative to the issue of capital stock which is not permitted by RSA 301:25-30, inclusive, or who shall make or publish any financial statement which he knows does not comply with the provisions of said sections, shall be guilty of a class B felony, and shall also be individually liable to any stockholder of the association or other person for damage caused by reason thereof.
Source. 1925, 142:4. PL 224:50. RL 273:51. RSA 301:52. 1973, 528:192, eff. Oct. 31, 1973 at 11:59 p.m.
Associations for Rural Electrification
An association incorporated under the provisions of this section shall have the following powers:
I. To generate, manufacture, purchase, acquire, accumulate, and transmit electric energy, and to distribute, sell, supply and dispose of electric energy to its members, to governmental agencies and political subdivisions, and to other persons, but no person shall become a member unless such person shall agree to use electric energy furnished by the cooperative when such electric energy shall be available through its facilities, and membership shall cease if such person shall fail or refuse to use electric energy made available by the cooperative or if electric energy shall not be made available by the cooperative within a specified time after such person shall have become a member; provided, however, that such service shall be rendered only to persons residing on premises not receiving central station service on June 16, 1939, and to such other persons as the public service commission may find upon petition and after notice and hearing, that it is in the public interest that such association should render such service; and provided, further, that the provisions of RSA 301:7 with respect to qualifications of members shall not apply to members of a cooperative association organized under this paragraph.
II. To make loans to persons to whom electric energy is or will be supplied by the cooperative for the purpose of, and otherwise assist such persons in, wiring their premises and installing therein electric and plumbing fixtures, appliances, apparatus, and equipment of any and all kinds and character, and in connection therewith, to purchase, acquire, lease, sell, distribute, install, and repair such electric and plumbing fixtures, appliances, apparatus, and equipment, and to accept or otherwise acquire, and to sell, assign, transfer, endorse, pledge, hypothecate, and otherwise dispose of notes, bonds, and other evidences of indebtedness, and any and all types of security therefor.
III. To construct, purchase, take, receive, lease as lessee, or otherwise acquire, and to own, hold, use, equip, maintain, and operate, and to sell, assign, transfer, convey, exchange, lease as lessor, mortgage, pledge, or otherwise dispose of or encumber, electric transmission and distribution lines or systems, electric generating plants, lands, buildings, structures, dams, plants and equipment, and any and all kinds and classes of real or personal property whatsoever, which shall be deemed necessary, convenient, or appropriate to accomplish the purpose for which the cooperative is organized.
IV. To purchase or otherwise acquire, and to own, hold, use and exercise and to sell, assign, transfer, convey, mortgage, pledge, hypothecate, or otherwise dispose of or encumber, franchises, rights, privileges, licenses, rights of way, and easements.
V. To borrow money and otherwise contract indebtedness, and to issue notes, bonds, and other evidences of indebtedness therefor, and to secure the payment thereof by mortgage, pledge, deed of trust, or any other encumbrance upon any or all of its then owned or after-acquired real or personal property, assets, franchises, revenues, or income.
VI. To construct, maintain and operate electric transmission and distribution lines along, upon, under and across all public thoroughfares, including without limitation, all roads, highways, streets, alleys, bridges, and causeways, and upon, under, and across all publicly owned lands, subject, however, to the requirements in respect to the use of such thoroughfares and lands that are imposed by the respective authorities having jurisdiction thereof upon corporations constructing or operating electric transmission and distribution lines or systems.
VII. To exercise the power of eminent domain in the manner provided in RSA 371 for the exercise of that power by corporations constructing or operating electric transmission and distribution lines or systems.
VIII. To do and perform any and all other acts and things, and to have and exercise any and all other powers which may be necessary, convenient or appropriate to accomplish the purpose for which the cooperative is organized.
Source. 1939, 212:1. RL 273:52. RSA 301:53. 1967, 99:1, eff. July 8, 1967.
301:54 Application of Laws.
Cooperative associations organized under RSA 301:53 shall have all of the powers and privileges of cooperatives organized under any other provisions of this chapter.
Source. 1939, 212:1. RL 273:53.
Cooperative associations organized under RSA 301:53 shall be subject to the provisions of RSA 301:7 and RSA 301:12 to 18 inclusive, provided, however, that if any such association shall file annually with the public utilities commission, a certified copy of the annual report required to be filed by it with any agency or department of the United States of America pursuant to any mortgage or deed of trust executed by it, such association shall be deemed to have complied fully with all the requirements of this section.
Source. 1939, 212:1. RL 273:54.
301:56 Service, Right to.
Any person not receiving central station service who shall apply for membership in a cooperative association organized under this subdivision and shall offer to comply with all reasonable terms and conditions in connection therewith shall be entitled to be admitted to membership therein and to be served thereby and, if such application shall be denied, such person may petition the public utilities commission which shall have power, if it finds after a hearing that such denial was unreasonable, to order such association to admit such person to membership and to serve such person upon such reasonable terms and conditions as the commission shall prescribe.
Source. 1939, 212:1. RL 273:55.
301:57 Jurisdiction of Public Utilities Commission.
I. A rural electric cooperative which has had a certificate of regulation on file with the public utilities commission for a period of not less than 5 consecutive years, or which has not at any previous time had a certificate of deregulation on file with the public utilities commission, may elect to become exempt from regulation by the commission and be removed from the definition of "public utility" as provided in RSA 362:2. Any election shall be approved by an affirmative vote of at least 60 percent of those members voting by mail ballot, initiated by petition of not less than 100 members of the cooperative and returnable to a regular meeting of the membership. The first election shall be made no sooner than 120 days after the effective date of this paragraph. Subsequent elections may be held not less than one year after the most recent previous election conducted under this paragraph. The election shall be conducted pursuant to the requirements of the cooperative's bylaws. Within 10 days following the regular meeting of the membership to which the results of the election are returned, the cooperative shall, if the vote is in the affirmative, file a certificate of deregulation with the public utilities commission, and, if the vote is in the negative, file a certificate of regulation with the public utilities commission.
II. A rural electric cooperative which has had a certificate of deregulation on file with the public utilities commission for a period of not less than 5 consecutive years may elect to become subject to regulation by the public utilities commission, and become a "public utility" as provided in RSA 362:2. The election shall be approved by an affirmative vote of at least 60 percent of those members voting by mail ballot initiated by petition of not less than 100 members of the cooperative and returnable to a regular meeting of the membership. The election shall be conducted pursuant to the requirements of the cooperative's bylaws and may be held no sooner than one year after the most recent previous election conducted under this paragraph. Within 10 days following the regular meeting of the membership to which the results of the election are returned, the cooperative shall, if the vote is in the affirmative, file a certificate of regulation with the public utilities commission, and, if the vote is in the negative, file a certificate of deregulation with the public utilities commission.
III. Every rural electric cooperative shall maintain on file with the public utilities commission either a certificate of regulation or a certificate of deregulation. Certificates of regulation and deregulation shall be certified by a duly authorized representative of the rural electric cooperative and shall contain the full text of the ballot question voted upon as provided in paragraph I or II, a certification of the vote results, and a certification that the ballot was initiated by a petition meeting the requirements set forth in paragraphs I-II. Certificates of regulation and deregulation shall remain on file with the public utilities commission unless and until replaced by a certificate of regulation or deregulation resulting from a subsequent election.
Source. RL 273:56. 1951, 203:8. 1997, 229:2, eff. Aug. 17, 1998.
301:58 Validity of Public Utilities Commission Orders.
I. The filing of a certificate of deregulation with the public utilities commission by a rural electric cooperative shall cause the commission to terminate the involvement of the cooperative in any proceeding to the extent that such involvement is no longer under the jurisdiction of the commission.
II. Orders of the commission concerning rural electric cooperatives, issued prior to the effective date of this section or at times when a certificate of regulation is on file shall not be rendered invalid by the filing of a certificate of deregulation, provided, however, that such orders shall not be enforceable as against the cooperative while a certificate of deregulation is on file with the commission. Nothing in this section shall affect the validity or enforceability of orders of the commission concerning service territory, franchise boundaries, or any other matter over which the commission retains authority over a cooperative for which a certificate of deregulation is on file with the public utilities commission.
Source. 1997, 229:3, eff. Aug. 17, 1998.
301:59 PURPA Jurisdiction.
The public utilities commission shall retain jurisdiction over rural electric cooperatives, regardless of whether or not a certificate of regulation or deregulation is on file, for purpose of implementing and enforcing provisions of the Public Utilities Regulatory Policy Act of 1978, and any successor laws amending, replacing, or repealing the act, and regulations of the Federal Energy Regulatory Commission implementing the act.
Source. 1997, 229:3, eff. Aug. 17, 1998.
301:60 Consent to Jurisdiction.
Notwithstanding any other provision of law, any rural electric cooperative, without regard to whether a certificate of regulation or deregulation is on file with the public utilities commission, may voluntarily consent to jurisdiction by the commission for the purpose of participating in or initiating proceedings before the commission. The cooperative's voluntary consent shall be nonrevocable and shall be in writing, signed by a duly authorized representative of the cooperative. The consent may be limited to specific issues or requests for relief. Any voluntary consent under this section shall be strictly limited in scope to the issues or proceedings identified in the written consent, and shall not be construed as a more general consent to jurisdiction.
Source. 1997, 229:3, eff. Aug. 17, 1998.
301:61 Member Access to Records and Meetings.
A rural electric cooperative which has filed a certificate of deregulation with the public utilities commission shall provide its members with open access to the cooperative's membership meetings, board meetings, and business records to the same extent that citizens of New Hampshire are entitled to access to public records as provided in RSA 91-A. The cooperative shall provide notice of all regular board meetings in its newsletters or as part of the monthly billing statement.
Source. 1997, 229:3, eff. Aug. 17, 1998.
301:62 Financial Responsibility.
A rural electric cooperative which has filed a certificate of deregulation with the public utilities commission shall not, without prior authorization of the commission, after consent to jurisdiction pursuant to RSA 301:60, notice, and hearing, charge, through its stranded cost recovery charge, delivery services rates, or any other rate or surcharge, any member who does not purchase generation services provided by or acquired through such rural electric cooperative, for any costs of generation services incurred by such rural electric cooperative after retail competition is certified to exist pursuant to RSA 38:36, except for electric power consumed directly by the rural electric cooperative. Nothing in this paragraph shall prevent any member or members from entering contracts of any duration with such rural electric cooperative for the purchase of generation services and being bound by their terms, including damages for termination.
Source. 2001, 29:3, eff. May 22, 2001.
301:63 Special Contracts.
The commission shall not order changes in the total rates or impose stranded cost, system benefits, or other restructuring charges under RSA 374-F if the result would be to cause changes in the total rates charged to, or the accounting for revenue received from customers taking service from a rural electric cooperative under special contracts approved pursuant to RSA 378:18 for the duration of those special contracts in effect as of May 1, 2000.
Source. 2001, 86:5, eff. June 19, 2001.