CONSUMERS' COOPERATIVE ASSOCIATIONS

RSA tit. XXVII, ch. 301-A

in effect

RSA 301-A:1 Definitions.

301-A:1. Definitions. In this chapter: I. "Association" means any corporation formed under this chapter on a nonprofit basis. II. "Capital" means, when an association is formed without capital stock, the total consideration for which the entire number of memberships in an association is issued. III. "Member" means any ultimate consumer which has made full payment of the membership fee or minimum membership capital. IV. "Membership" means membership in an association formed without shares or capital stock as well as membership in a share association or association organized with capital stock. V. "Net savings" means the total income of an association minus the costs of operation. VI. "Par value", when used in connection with an association without capital stock, means the consideration for which membership is issued in an association. VII. "Stockholder" means, in addition to any other definitions used in RSA 292 and 293-A, members in associations formed without capital stock; provided, however, that no association formed under this chapter shall be permitted to issue stock without par value. VIII. "Ultimate consumer" means a natural person, family, household, or an association, organization, corporation, partnership, sole proprietorship, or other entity, whether organized on a nonprofit or for-profit basis, that uses the goods, services, or facilities provided by an association primarily for purposes other than for resale. IX. "Cooperative basis", as applied to any incorporated or unincorporated group, means: (a) That each member has one and only one vote, except as may be altered in the certificate of organization or bylaws in order to provide for voting by member organizations. (b) That in associations formed with capital stock, the maximum rate of dividends paid on share capital shall not exceed 10 percent per year or such percentage per year as may be approved under the bylaws of the National Consumer Cooperative Bank under 12 U.S.C. section 3001 and 12 U.S.C. section 3015(a)(2), whichever is lower. (c) That the net savings, after inclusion of the return on capital, are allocated to member patrons or to all patrons in proportion to their patronage of one or more departments within the association; provided, that said net savings may be retained by the association for the actual or potential expansion of services or for the reduction of charges to patrons or for other purposes not inconsistent with the association's nonprofit nature. (d) That voting by proxy is prohibited. Source. 1983, 462:1. 1997, 229:4, 5, eff. Aug. 17, 1998.

RSA 301-A:2 Incorporation Under General Law.

301-A:2. Incorporation Under General Law. I. Five or more persons, a majority of whom are residents of this state, may form a nonprofit cooperative association with or without capital stock under the provisions of this chapter. II. An association may be incorporated on a cooperative, nonprofit basis for the purpose of acquiring, producing, building, operating, manufacturing, furnishing, exchanging, or distributing any type or types of property, commodities, goods, or services primarily for the benefit of its members who are ultimate consumers. III. For purposes of a tenants' association voting to purchase a manufactured housing park, no household shall be charged a tenants' association joining fee of more than $5 to vote either by absentee or in person on the proposed purchase. Source. 1983, 462:1, eff. July 1, 1983. 2022, 124:2, eff. July 26, 2022.

RSA 301-A:3 Application of General Corporation Law.

301-A:3. Application of General Corporation Law. The provisions of RSA 292 and 293-A shall apply to associations formed under this chapter, except those powers inconsistent with this chapter. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:4 Powers of Association.

301-A:4. Powers of Association. Each association shall have the following powers in addition to those granted under RSA 293-A:3.02: I. To continue as a corporation for the time specified in its certificate. II. To have a corporate seal and to alter the same at pleasure. III. To sue and to be sued in its corporate name. IV. To make bylaws for the government and regulation of its affairs not inconsistent with the laws of this state. V. To acquire, own, hold, sell, lease, pledge, mortgage or otherwise dispose of any property incident to its purposes and activities. VI. To entirely own or control and exercise all the rights of membership in other cooperative associations chartered to make goods, services or facilities directly or indirectly available to its owners or voting stockholders on a nonprofit basis. VII. To make mutual aid agreements with other associations formed on a cooperative and nonprofit basis, including the power to borrow money, contract debts, and make contracts. VIII. To conduct its affairs within or without the state of New Hampshire. IX. To exercise all powers not inconsistent with this chapter which may be necessary, convenient, or expedient for the accomplishment of its purposes and, to that end, the foregoing enumeration of powers shall not be deemed exclusive. Source. 1983, 462:1. 1992, 255:4, eff. Jan. 1, 1993.

RSA 301-A:5 Organization Certificate.

301-A:5. Organization Certificate. Before a cooperative association may begin its activities, the president, treasurer, and a majority of the directors shall prepare, subscribe to, and file with the secretary of state a certificate of organization containing: I. A statement as to the purpose or purposes for which the association is formed. II. The name of the association which shall include the word "cooperative". III. The term of existence of the association which may be perpetual. IV. The location and address of the principal office of the association. V. The names and addresses of the incorporators of the association. VI. The names and addresses of the directors who shall manage the affairs of the association for the first year, unless sooner changed by the members. VII. A statement of whether the association is organized with or without shares, and the number of subscribed for shares or memberships. VIII. If organized with shares, a statement of the amount of authorized capital, the number and types of shares and the par value thereof which may be placed at any figure, and the rights, preferences, and restrictions of each type of share. IX. The minimum number or value of shares which must be owned in order to qualify for membership; if organized without shares, a statement of whether the property rights of members shall be equal or unequal, and if unequal, the rule by which their rights shall be determined. X. The maximum amount or percentage of capital which may be owned or controlled by any member; including a statement of whether or not each member shall be limited to a single share, and whether such single shares shall be of various par values. XI. The method by which any surplus, upon dissolution of the association, shall be distributed, in conformity with the requirements of RSA 301-A:33. XII. The articles may also contain any other provisions not inconsistent with law or with this chapter, for the conduct of the association's affairs. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:6 Certificate.

301-A:6. Certificate. The secretary of state shall sign and affix the seal of the state to the certificate of organization. The certificate of organization shall then be returned to the association. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:7 Existence of Association.

301-A:7. Existence of Association. The existence of every association formed under this chapter shall begin once the certificate of organization is filed with the secretary of state, and payment of the fee is made as provided under RSA 301-A:9. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:8 Amendment of Certificate.

301-A:8. Amendment of Certificate. I. Amendments to the certificate of organization may be proposed by a 2/3 vote of the board of directors or by petition of 10 percent of the association's members. Notice of the meeting to consider the proposed amendment shall be sent by the secretary at least 30 days prior to such meeting to each member at his last known address, accompanied by the full text of the proposal and by that part of the certificate to be amended. Such amendment may be adopted by 2/3 of the members voting. II. If the amendment is to alter the preferences of outstanding shares of any type or to authorize the issuance of shares having superior preferences to outstanding shares of any type, a vote of 2/3 of the members owning such outstanding shares to be affected shall also be required for adoption. III. A vote of 2/3 of the entire membership shall be required when an amendment is proposed to alter the rule by which members' property rights in a nonshare association are determined. IV. The amount of capital and the number and par value of shares may be diminished or increased by amendment of the certificate; provided, that capital shall not be diminished below the amount of paid capital existing at the time of amendment. V. When an amendment is adopted by the members and verified by the president and secretary, it shall be subscribed to by the president, treasurer, and a majority of the directors and filed with the secretary of state. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:9 Filing Fee.

301-A:9. Filing Fee. An association shall pay a fee of $25 to the secretary of state for filing a certificate of organization, and a fee of $25 for filing an amendment to its certificate. Source. 1983, 462:1. 2004, 248:25, eff. July 1, 2004.

RSA 301-A:10 Adoption of Bylaws.

301-A:10. Adoption of Bylaws. Bylaws shall be adopted or repealed by at least a majority vote of the members. Bylaws shall be amended by at least a majority vote of members present at a regular meeting of the association or by at least a majority vote of members casting votes if the bylaws permit voting by absentee ballot, unless the bylaws require at least a majority vote of all members. The majority vote required to amend the bylaws, if greater than a simple majority, shall be specified in either the certificate of organization or the bylaws. Source. 1983, 462:1. 2001, 197:1, eff. Sept. 3, 2001.

RSA 301-A:11 Contents of Bylaws.

301-A:11. Contents of Bylaws. The bylaws may include: I. The method and terms of admission to membership and the disposal of members' interests on cessation of membership for any reason, including the amount of entrance, organization, and membership fees, and the purposes for which they may be used. II. The time, place, and manner of calling and conducting meetings. III. The number of members necessary to constitute a quorum. IV. The number, qualifications, powers, duties, term of office, and manner, time, and vote for election, of directors and officers; and the division or classification, if any, of directors to provide for rotating or overlapping terms. V. The compensation, if any, of the directors, and the number of directors necessary to constitute a quorum. VI. The method of distributing the net savings. VII. A requirement that patronage refunds to nonmembers be credited toward membership in a nonshare association or toward the purchase of a minimum number of shares in a share association. VIII. Any other provisions incident to the purposes and activities of the association. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:12 Membership Qualifications.

301-A:12. Membership Qualifications. I. Membership shall be available on a voluntary basis to all persons who can utilize the services of the association and who are willing to accept membership responsibilities. Membership shall be available without any social, political, racial, or religious discrimination, and without any discrimination based upon age, sex, disability, or marital status. II. An association may set membership criteria based upon geographical boundaries, membership in or affiliation with another organization, or other criteria not inconsistent with paragraph I. Patronage may also be restricted to the members of a cooperative association. Source. 1983, 462:1. 1990, 140:2, XI, eff. June 18, 1990.

RSA 301-A:13 Payment of Capital; Prerequisite to Membership.

301-A:13. Payment of Capital; Prerequisite to Membership. Any natural person or association, or incorporated or unincorporated group, organized on a cooperative basis, or any nonprofit group, shall be deemed a member upon the full payment of the membership fee or minimum membership capital stated in the bylaws as necessary to qualify for membership. Upon payment in full, each member shall be entitled to a certificate for the amount of his paid share or membership capital. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:14 Issuance of Membership Certificates.

301-A:14. Issuance of Membership Certificates. I. No certificate for share or membership capital shall be issued until its par value is paid for in full. Each certificate issued by an association shall have printed upon it a full or condensed statement of the requirements of RSA 301-A:16 and 26. II. Any natural person eligible for membership and legally obligated to purchase a share or shares or membership in an association shall be deemed a subscriber. The certificate or bylaws may determine what voting rights or other membership rights shall be granted to subscribers. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:15 Transfer of Shares and Withdrawal From Membership.

301-A:15. Transfer of Shares and Withdrawal From Membership. I. If a member desires to withdraw from the association or dispose of any or all of his holdings, the directors shall have the power to purchase such holdings by paying him the par value or book value, whichever is lower, of any or all of the holdings offered. The directors shall then reissue or cancel the holdings. A vote of the majority of the members voting at a regular or special meeting may order the directors to exercise this power to purchase. II. If the association fails, within 60 days of the original offer, to purchase all or any part of the holdings offered, the member may dispose of the unpurchased interest elsewhere, subject to the approval of the transferee by a majority vote of the directors. Any would-be transferee not approved by the directors may appeal to the members at their first regular or special meeting thereafter, and the action of the meeting shall be final. If such transferee is not approved, the directors shall exercise their power to purchase if and when such purchase can be made without jeopardizing the solvency of the association. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:16 Recall of Share and Membership Certificates.

301-A:16. Recall of Share and Membership Certificates. The bylaws may give the directors the power to use the reserve funds to recall, at par value, the holdings of any member in excess of the amount requisite for membership. The bylaws may also provide that if any member has failed to patronize the association during a period of time specified in the bylaws, the directors may use the reserve funds to recall all his holdings and thereupon he shall cease to be a member of the association. When so recalled, such certificates of share or membership capital shall be either reissued or cancelled. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:17 Impairment of Solvency.

301-A:17. Impairment of Solvency. No purchase or recall shall be made by the directors if it will impair the solvency of the association. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:18 Attachment of Share and Membership Certificates.

301-A:18. Attachment of Share and Membership Certificates. The holdings of any member of an association to the extent of a minimum amount necessary for membership, but not to exceed $100, shall be exempt from attachment, execution, or garnishment for the debts of the owner. If any holdings in excess of this amount are subjected to such liability, the directors of the association may either admit the purchaser thereof to membership or may purchase such holdings from him at par value. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:19 Liability of Members.

301-A:19. Liability of Members. Members shall not be jointly or severally liable for association debts; nor shall a subscriber be liable except to the extent of the unpaid amount on his membership fee or capital stock subscribed by him. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:20 Expulsion of Members.

301-A:20. Expulsion of Members. Any member whose activity in the association is contrary to basic consumer cooperation principles or who endangers effective operation of the association may be expelled by the board of directors. Written notice of the charges against him and reasonable opportunity for a hearing shall be provided prior to any such expulsion. His shares shall be repurchased at par value or book value, whichever is lower, if and when there are sufficient reserve funds. He shall have the right of appeal at the next membership meeting and an opportunity to be heard in his own defense, either in person or by counsel. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:21 Regular Meetings.

301-A:21. Regular Meetings. The bylaws of each association shall provide for regular meetings of members to be held at least once a year. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:22 Special Meetings.

301-A:22. Special Meetings. Special meetings may be called at any time by a majority vote of the directors or by written petition of at least 1/10 of the membership. It shall be the duty of the secretary to call such meetings to take place within 30 days after such demand. Regular or special meetings may be held within or without this state. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:23 Notice of Meetings.

301-A:23. Notice of Meetings. The secretary shall give notice of the time and place of meetings, together with a statement of the meeting agenda, to each member at his last known address not less than 10 days prior to the meeting. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:24 Voting.

301-A:24. Voting. Each member of an association shall have only one vote. Voting power shall be distributed on the basis of one vote per natural person or member. The certificate of organization may prescribe the voting rights of member associations in another consumer cooperative; provided, that voting by such member associations shall be based strictly on a one-member-one-vote rule regardless of the number of shares held by such associations. The bylaws of the association may provide methods by which members are allowed to vote by absentee ballot on the election of officers and other matters submitted to a vote of the members. Source. 1983, 462:1. 2001, 197:7, eff. Sept. 3, 2001.

RSA 301-A:25 Proxy Voting.

301-A:25. Proxy Voting. No member shall be permitted to vote by proxy. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:26 Restriction on Dividends.

301-A:26. Restriction on Dividends. The maximum rate of dividends paid on share capital shall not exceed 10 percent per year, or such other percentage per year as may be approved under the bylaws of the National Consumer Cooperative Bank, upon the paid capital. Dividends shall be non-cumulative. The net savings of the operation of the association, including the distribution of stock dividends, shall be distributed in a way that prevents one member, sub-group of members, organizers, incorporators, or management from becoming the principal beneficiary of or gaining disproportionately from such economic results. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:27 Application of Franchise, License, and Corporation Taxes.

301-A:27. Application of Franchise, License, and Corporation Taxes. For taxation purposes, each association formed under this chapter shall pay to the secretary of state an annual fee of $25 in lieu of all franchise, license, or corporation taxes, or taxes upon reserves held by the association for its members. Source. 1983, 462:1. 2006, 316:5, eff. July 1, 2006.

RSA 301-A:28 Distribution of Net Savings.

301-A:28. Distribution of Net Savings. Net savings shall be allocated or distributed to all members or patrons in proportion to their transactions, patronage, sales, or labor within one or more divisions or departments of the association; provided, that the net savings of an association may be retained to expand its services or to reduce charges to the members or patrons. At least once a year the members or the directors, or both, as the certificate of organization or bylaws may provide, shall apportion the net savings of the association in the following order: I. At least 10 percent shall be placed in a reserve fund until the general reserve exceeds 30 percent of both the paid in and subscribed capital. Such fund may be used in the general conduct of the business. The amounts apportioned to the reserve fund may be allocated on the books of the association on a patronage basis. The books and records of the association shall afford an alternative means for doing so, in order that upon dissolution or earlier, if deemed advisable, such reserves may be returned to the patrons who have contributed the same, subject to the limitations of RSA 301-A:33. II. Noncumulative dividends may be paid on share capital at a rate not to exceed the 10 percent ceiling permitted in RSA 301-A:26. Dividends shall be paid only out of the surplus of the aggregate of the assets over the aggregate of the liabilities, including in the latter the amount of the capital stock, after deducting from such aggregate of the assets the amount by which such aggregate was increased by unrealized appreciation in value or revaluation of fixed assets. III. Five percent of the remaining net savings may be allocated for an education reserve. IV. The remainder shall be allocated at the same uniform rate to all patrons of the association in proportion to their individual patronage; provided that: (a) In the case of a member patron, his proportionate amount of savings returns shall be distributed to him unless he agrees that the association should credit the amount to his account toward the purchase of an additional share or shares, or additional membership capital; (b) In the case of a subscriber patron, his proportionate amount of savings returns may, as the articles or bylaws provide, be distributed to him or credited to his account until the amount of capital subscribed for has been fully paid; (c) In the case of a nonmember patron, his proportionate amount of savings returns shall be set aside in a nonmember savings return reserve for such patrons and shall be allocated to individual nonmember patrons only upon request and presentation of evidence of the amount of their patronage. Any savings return so allocated shall be credited to such patron toward payment of the minimum amount of share or membership capital necessary for membership. When a sum equal to this amount has accumulated at any time within a period of time specified in the bylaws, such patron shall be deemed and become a member of the association if he so agrees or requests, and complies with any provisions in the bylaws for admission to membership. The certificates of shares or membership to which he is entitled shall then be issued to him; (d) If within any periods of time specified in the articles or bylaws: (1) any subscriber has not accumulated and paid in the amount of capital subscribed for; or (2) any nonmember patron has not accumulated in his or her individual account the sum necessary for membership; or (3) any nonmember patron has accumulated the sum necessary for membership but neither requests nor agrees to become a member, or fails to comply with the provisions of the bylaws, if any, for admission to membership, then the amounts so accumulated or paid in and any part of the general fund for nonmember patrons which has not been allocated to individual nonmember patrons shall go to the reserve fund. Thereafter, no member or other patron shall have any rights in said paid-in capital or accumulated savings returns as such; (e) An association may defer payment of net savings which would otherwise be distributed to a member or patron when the total amount that would be distributed to the member or patron is de minimis. The amount of the deferred payment shall be added to the next net savings apportioned to the member or patron. For purposes of this section, "de minimis" means any amount less than 10 times the cost of a first-class United States postage stamp. V. Provided further, that nothing in this section shall prevent an association under this chapter which is engaged in rendering services from disposing of the net savings from the rendering of such services in such manner as to lower the fees charged for services or otherwise to further the common benefit of the members. Nothing in this section shall prevent an association from adopting a system whereby the payment of savings returns which would otherwise be distributed shall be deferred for a fixed period of months or years; nor from adopting a system whereby the savings returns distributed shall be partly in cash and partly in shares, such shares to be retired at a fixed future date, in the order of their serial number or date of issue. Source. 1983, 462:1. 2001, 197:2, 3 eff. Sept. 3, 2001.

RSA 301-A:28-a Abandonment of Interest.

301-A:28-a. Abandonment of Interest. If net savings or dividends have not been claimed by a member or patron for 5 years, the member or patron has not corresponded with the association in writing within 5 years, and the current address of the member or patron is unknown, the association shall make a good faith effort to locate the member or patron. Such good faith effort shall include, at a minimum, a first class letter mailed to the member or patron's last known mailing address, and notice published in a newspaper of general circulation in the community of the association's primary activity. If the association does not receive a response from the member or patron within 90 days of its location efforts, all net savings, dividends, and membership interests attributable to the member or patron shall be presumed to be abandoned, and the net savings and dividends shall be placed in the reserve fund and the membership interest shall revert to the association. Source. 2001, 197:4, eff. Sept. 3, 2001.

RSA 301-A:29 Bonding of Officers and Employees.

301-A:29. Bonding of Officers and Employees. Each officer, employee, and agent handling funds or securities amounting to $1,000 or more in any one year shall be covered by adequate bond to be approved as to form and amount by the board of directors. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:30 Annual Audit or Review.

301-A:30. Annual Audit or Review. Every association shall cause its books to be audited or reviewed at the end of each year by qualified independent accountants who shall not be officers or directors. Where the annual business of the association amounts to less than $1,000,000, the audit may be made by a committee consisting of 3 members elected at the annual membership meeting. Where the annual business of the association amounts to between $1,000,000 and $2,000,000, the association shall cause its books to be audited or reviewed. Where the annual business of the association amounts to more than $2,000,000, the association shall cause its books to be audited. A full report of the audit shall be submitted to the annual meeting of the association. The report shall include a statement of the amount of business transacted with members, the amount of business transacted with nonmembers, the balance sheet, and the income and expenses of the association. Source. 1983, 462:1. 1990, 77:1, eff. June 9, 1990. 2025, 243:1, eff. Sept. 13, 2025.

RSA 301-A:31 Annual Report.

301-A:31. Annual Report. I. Every association organized under this chapter shall prepare and submit to its annual meeting, and shall deliver to the secretary of state, a report of its condition, signed under the penalties of perjury by the president or treasurer. Such report shall be made on or before April 1 of each year; provided, however, that any association which has received its certificate of organization at any time between December 1 of the preceding year and April 1 shall not be required to file an annual report during that year. The annual report shall be made on forms prescribed and furnished by the secretary of state on request, and the information in the report shall be given as of the preceding January 1. II. The report shall state the name and principal address of the association; the names and addresses of the officers and directors; a general statement of its business operations during the fiscal year; the amount of paid-in capital and number of shareholders, if a share association; the total number of members, including the number admitted or withdrawn during the year, if a nonshare association; and the total receipts, expenditures, assets, and liabilities of the association. The report shall be available for inspection by any member during normal working hours. III. The secretary of state shall biennially notify every association which has failed to file its annual report for 2 consecutive years of such delinquency and shall notify the corporation by mail that its charter shall be forfeited. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:32 Revocation of Certificate of Organization.

301-A:32. Revocation of Certificate of Organization. I. The certificate of organization of a foreign cooperative association may be revoked by the secretary of state if an association fails to file its annual report by the date required under RSA 301-A:31, or if such association fails to pay any fees when they become due and payable. II. No certificate of organization shall be revoked under paragraph I by the secretary of state unless: (a) The secretary of state gives the association not less than 60 days notice of the revocation by mail addressed to its principal office; and (b) The association fails, prior to revocation, to file the annual report or to pay the fees or penalties. III. Upon the revocation of a certificate of organization, the secretary of state shall mail to the association's principal office the notice of the revocation. Source. 1983, 462:1. 2004, 248:26. 2006, 316:6, eff. July 1, 2006.

RSA 301-A:32-a Grounds for Administrative Dissolution.

301-A:32-a. Grounds for Administrative Dissolution. The secretary of state may administratively dissolve a domestic association under RSA 301-A:32-b if: I. The association for 2 consecutive years does not pay within 60 days after they are due any franchise fees or penalties imposed by this chapter or other law; or II. The association for 2 consecutive years does not deliver its annual report to the secretary of state within 60 days after it is due. Source. 2006, 316:7, eff. July 1, 2006.

RSA 301-A:32-b Procedure for Administrative Dissolution.

301-A:32-b. Procedure for Administrative Dissolution. The secretary of state shall administratively dissolve the association by mailing a notice of dissolution to the association at its principal address as listed in the records of the secretary of state. Such notice shall recite the grounds for dissolution and effective date, together with an application for reinstatement. The secretary of state shall not permit any other individual, corporation, or other business entity to assume the same name or a similar name, of an association administratively dissolved under this section, or any trade name registered by such association pursuant to RSA 349, for a period of 120 days following the notice of administrative dissolution without the written consent of such association. Source. 2006, 316:7, eff. July 1, 2006.

RSA 301-A:33 Dissolution.

301-A:33. Dissolution. The provisions of RSA 292 and 293-A for the dissolution of nonprofit and business corporations shall apply to associations formed under this chapter; provided, however, that the secretary of state shall charge and collect a fee of $25 for filing articles of dissolution and issuing a certificate of dissolution. In the event of dissolution of the association, the assets, after payment of the association's debts and expenses, shall be distributed in the following manner: I. The par value or book value, whichever is lower, of the membership certificates or shares shall be returned to the members. Amounts paid on subscriptions shall be returned to subscribers. The amounts allocated in distribution of net savings under RSA 301-A:28 shall be returned to those members entitled to them. II. Any surplus remaining after the distributions in paragraph I may be distributed as a contribution to any cooperative association or other nonprofit association to which contributions are deductible from income tax under current internal revenue service regulations. Source. 1983, 462:1. 2004, 248:27, eff. July 1, 2004.

RSA 301-A:34 Use of Term "Cooperative".

301-A:34. Use of Term "Cooperative". Only persons, firms, corporations, associations, and foreign corporations operating on a cooperative basis and authorized to do business in New Hampshire, and which comply with the provisions of this chapter, shall be entitled to use the term "cooperative." Provided, that any person, firm, or corporation using the word "cooperative" as part of its business name prior to July 1, 1983, shall not be subject to the provisions of this section. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:35 Interference With Contracts.

301-A:35. Interference With Contracts. Any person or any corporation whose officers or employees knowingly induce or attempt to induce any member or stockholder of an association formed under this chapter or of a foreign cooperative association to breach his marketing contract with the association shall be guilty of a misdemeanor if a natural person or guilty of a felony if other than a natural person. Such person shall be liable to the association in a civil suit in the penal sum of $500 for each offense. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:36 Adoption of Chapter by Existing Cooperative Groups.

301-A:36. Adoption of Chapter by Existing Cooperative Groups. Any group or association operating on a cooperative basis as defined in RSA 301-A:1, IX, and incorporated under another law of the state of New Hampshire or any unincorporated group operating on such basis in the state of New Hampshire may, by a majority vote of the members voting, elect to secure the benefits of and be bound by RSA 301-A. The certificate of organization shall be filed as required by RSA 301-A:5. The filing fee shall be $5. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:37 Foreign Corporations and Associations.

301-A:37. Foreign Corporations and Associations. A foreign corporation or association operating on a cooperative basis and complying with laws similar to RSA 301-A of the state in which it is organized shall be entitled to do business in the state of New Hampshire as a foreign cooperative corporation or association, if it is authorized to do business in this state under RSA 293-A. Source. 1983, 462:1, eff. July 1, 1983.

RSA 301-A:38 Merger.

301-A:38. Merger. If otherwise lawful, any 2 or more associations may merge or consolidate under this chapter or under the law of the state where the surviving or new association will exist. Before an association may merge or consolidate with any other association, a written plan of merger or consolidation shall be prepared by the board of directors or by a committee selected by the board or the members of the association. In case of consolidation, the plan shall also contain the certificate of organization of the new association. The members, or such stockholders as are entitled to vote thereon, shall approve the plan in the manner provided in RSA 301-A:8 for amendments to the certificate; and the plan, as approved, shall be filed with the office of the secretary of state. The secretary of state shall charge and collect a fee of $25 for the filing of the plan with his or her office. Source. 1983, 462:1. 2004, 248:28, eff. July 1, 2004.

RSA 301-A:39 Applicable Laws.

301-A:39. Applicable Laws. The applicable provisions, powers, and rights of RSA 293-A shall apply to associations organized under this chapter to the extent they are not in conflict or inconsistent with any part of this chapter. Provisions which are in conflict shall be inapplicable to such associations. Source. 1983, 462:1, eff. July 1, 1983.

Source: New Hampshire General Court (gc.nh.gov)URL: https://gc.nh.gov/rsa/html/NHTOC/NHTOC-XXVII-301-A.htmFetched: 10/20/2026