New Hampshire

The duties of board members serving NH Charities

Published

2 years ago

January 4, 2024

The duties of board members serving NH Charities

Jason Gregoire
| Portsmouth Herald

New Hampshire is home to thousands of charitable organizations that provide essential services and resources to those in need such as food, shelter, healthcare, and education. Although many support charities by serving on their boards of directors, not all are aware of the legal duties that apply to their board service. The Charitable Trusts Unit of the NH Office of the Attorney General’s Guidebook for New Hampshire Charitable Organizations (5th ed. 2022) (the “Guidebook”) explains these legal duties in detail and is essential reading for new and experienced board members. This article summarizes the three primary legal duties of charitable board members as described in the Guidebook.

Duty of Care: The duty of care requires board members to be active and well-informed in order to make decisions that are in the best interests of the organization. To satisfy this duty, among other things, board members must attend board and committee meetings; read board materials, agendas, minutes, and documents; engage in board discussions and votes; and make decisions based on their independent judgment. In addition, board members must engage in the budget process to ensure that the organization is operating in a fiscally-responsible manner in compliance with state and federal law, and the charity’s internal policies and procedures. Suffice it to say, appearing at board meetings without having read the agenda or understanding the issues to be addressed does not satisfy the duty of care.

Duty of Loyalty: The duty of loyalty requires board members to always act in the best financial interests of the charity and to avoid conflicts of interest that may result in personal financial gain unless pecuniary benefit rules are followed. In other words, a board member should not enrich themselves at the expense of the charity they serve. Each charity should have a conflict-of-interest policy and associated conflicts questionnaire that requires new and existing board members to disclose any existing or potential, direct or indirect, conflicts of interest and to actively monitor and disclose future conflicts.

If the charity is contemplating entering into a transaction in which a board member has a financial interest (e.g., charity contracts with a company owned by the board member), the board member should recuse themselves from the board discussion and voting processes and the charity should disclose the transaction to the Charitable Trusts Unit and the public in accordance with RSA 7:19-a, New Hampshire’s pecuniary benefit transaction law. The dollar amount of the transaction governs the charity’s reporting obligations and voting procedures. Because the pecuniary benefit law will be triggered based on “direct and indirect” financial interests of board members, those serving on a board should carefully review their organization’s conflict of interest policy and timely disclose conflicts to avoid violating the duty of loyalty.

Duty of Obedience: The duty of obedience requires board members to ensure that the charity fulfills its mission, complies with all applicable laws and reporting obligations, and honors donor restrictions on donated funds. Board members should scrutinize uses of funds that do not support the mission or purpose of the organization as stated in its foundational documents (e.g., Articles of Agreement). Board members should also educate themselves on the laws and reporting obligations applicable to their organization and monitor compliance (e.g., IRS Form 990 filing, NH nonprofit report filing). Ultimately, if laws are violated or mandatory reports are not filed, the board—not the organization’s executive director—will be required to answer to legal authorities. Ask questions, educate yourself, and speak up if you see something wrong.

Service on a charitable board can be a rich and rewarding experience. Before joining a board, honestly assess whether you have the time necessary to fulfill the important duties described above. If not, do not join the board and support the organization in other ways like donations, volunteering, or service on a board committee. If you join the board, comply with these legal duties as explained fully in the Guidebook, which can be accessed at https://www.doj.nh.gov/charitable-trusts/documents/guidebook-non-profit-organizations.pdf. The Charitable Trusts Unit, the NH Center for Non-Profits, Guidestar, BoardSource, and other organizations have free online resources covering these and other charitable and non-profit governance topics for those looking to become better informed, more effective board members.

Jason Gregoire serves as Chair of the Healthcare Group at SheehanPhinney. He assists physicians, dentists, optometrists, and other health care practitioners in employment and professional practice transitions including negotiating employment contracts, shareholder buy-ins, and practice sales and acquisitions. He has represented physician practices in sales to hospital systems and dental practices in sales to Dental Service Organizations (DSOs).

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New Hampshire

Former president of NH-based charity sentenced after stealing $350K

Published

3 hours ago

March 1, 2026

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Former president of NH-based charity sentenced after stealing 0K

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New Hampshire

Mass. man struck by car, seriously injured on I-93 in Londonderry, NH

Published

15 hours ago

March 1, 2026

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Mass. man struck by car, seriously injured on I-93 in Londonderry, NH

A Massachusetts man was flown to the hospital after he was struck by a car when he stepped out of his vehicle in the breakdown lane of Interstate 93 in Londonderry, New Hampshire, on Saturday morning.

State police say 40-year-old Felix Matos Medina, of Lawrence, had stopped on the right side of I-93 south at Exit 5 just before 11 a.m. to investigate a possible mechanical issue. He was struck shortly after he stepped out of his vehicle by a Chevrolet Malibu and sustained serious injuries.

Medina was taken by medical helicopter to Lahey Hospital and Medical Center in Burlington, Mass., police said. There was no immediate update on his condition.

I-93 southbound was closed near Exit 5 for about 30 minutes to facilitate the medical helicopter’s landing. One lane remained closed for several hours to accommodate crash reconstruction and on-scene investigation.

The driver who struck Medina, identified as David Jodoin, stopped at the scene and is cooperating with investigators, according to police. No charges have been filed at this time, but all aspects of the crash remain under investigation at this time.

Anyone with information that may assist the investigation is asked to contact Trooper Evan Puopolo at 603-451-9784.

State police are also reminding all New Hampshire drivers that Sherrill’s Law requires motorists approaching a stopped vehicle displaying warning signals to slow down and give plenty of space. Drivers are also required to move out of partially or wholly blocked lanes when it’s safe to do so.

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New Hampshire

Downtown Shooting | How Much Income Makes Someone ‘Rich’ | Sex Sale Gone Bad On Facebook? Nearby News NH

Published

1 day ago

February 28, 2026

Press Room

Downtown Shooting | How Much Income Makes Someone ‘Rich’ | Sex Sale Gone Bad On Facebook? Nearby News NH

CONCORD, NH — Here are the Top 10 most popular stories and posts from around New Hampshire Patch sites last week.

Concord Police Investigating The Death Of A Young Child In The City’s South End Neighborhood: Update: Dakin Street was closed to traffic for several hours during an investigation of a child found dead at a duplex on Friday morning.
Facebook Marketplace Cleaning Services Hire Or Sex Sale Gone Bad Leads To Stabbing In Manchester: Court docs: Frank Miller of Manchester and Kendra Gokey, a homeless woman, were arrested on first-degree assault and other charges Sunday.
Man Shot During Dispute On South State Street In Downtown Concord: Video: Breaking: A man was shot in the leg Saturday during a dispute; cops have South State Street from Thompson to Concord closed to traffic.
Fast Food Chain Closing Locations | Queen City Killing | Meth Distributor Pleads Guilty | More: Nearby News: Also: Best sandwich shop in NH; untimely death; crashes; knife attack indictments; firefighter injured in explosion released from hospital.
After The Snow Sunday And Monday, More Is Coming To New Hampshire, Forecasters Say: After the storm that is expected to bring 8 to 12 inches of snow to the state, more snowstorm fronts are expected to arrive this week.
6 To 15 Inches Of Snow Heading To The Granite State Sunday Night; Wind Gusts Up To 45 mph: Forecasters: Heavy, blinding snow is expected in central and southern New Hampshire, as well as the Seacoast, from Sunday night to Monday morning.
National Fast Food Chain To Close Hundreds Of Restaurants; New Hampshire Locations May Be Impacted: The chain that closed hundreds of locations in 2024 expects to shutter approximately 360 nationwide during the first half of 2026.
Police Arrest Man On Felony Charges After South State Street Shooting In Downtown Concord: Follow-Up: David Anziani faces first-degree and second-degree assault, reckless conduct, and felonious firearm charges after a shooting on Saturday.
Hollis Teen Faces Assault Charge, Accused Of An ‘Unprovoked’ Attack In Downtown Nashua In November: Connor Cook was arrested in late December after being accused of punching another man in the face on Main Street and then fleeing the scene.
How Much Income Is Needed To Be Considered ‘Rich’ In New Hampshire?: A new analysis details the annual household income required to be considered among the top 10 percent of earners in the Granite State.

Here are some other posts readers may have missed:

Child Death Investigation | Queen City Tax Cap Fight | Fun Things To Do This Weekend | More: PM Patch NH

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