MHHS · Business Corporations Act
Part 9 — Directors and Officers
106 Election and appointment of directors
incorporators shall send to the Registrar a notice of directors in the
form required by the Registrar.
(2) Each director named in the notice referred to in subsection (1)
holds office from the issue of the certificate of incorporation until
the first meeting of shareholders.
(3) Subject to subsection (9)(a) and section 107, shareholders of a
corporation shall, by ordinary resolution at the first meeting of
shareholders and at each succeeding annual meeting at which an
election of directors is required, elect directors to hold office for a
term expiring not later than the close of the next annual meeting of
shareholders following the election.
(4) If the articles so provide, the directors may, between annual
general meetings, appoint one or more additional directors of the
corporation to serve until the next annual general meeting, but the
number of additional directors shall not at any time exceed 1/3 of
the number of directors who held office at the expiration of the last
annual meeting of the corporation.
(5) It is not necessary that all directors elected at a meeting of
shareholders hold office for the same term.
RSA 2000
(6) A director not elected for an expressly stated term ceases to
hold office at the close of the first annual meeting of shareholders
following the director's election.
(7) Notwithstanding subsections (2), (3) and (6), if directors are
not elected at a meeting of shareholders, the incumbent directors
continue in office until their successors are elected.
(8) If a meeting of shareholders fails to elect the number or the
minimum number of directors required by the articles by reason of
the disqualification or death of any candidate, the directors elected
at that meeting may exercise all the powers of the directors if the
number of directors so elected constitutes a quorum.
(9) The articles or a unanimous shareholder agreement may
provide for the election or appointment of a director or directors
(a) for terms expiring not later than the close of the 3rd annual
meeting of shareholders following the election, and
(b) by creditors or employees of the corporation or by a class or
classes of those creditors or employees.
RSA 2000 cB-9 s106;2021 c18 s19