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.
Advertisement
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).
CONCORD, N.H. – New Hampshire lawmakers have moved to reject a Republican-backed proposal to launch an impeachment inquiry into the lone Democrat on the state’s five-member Executive Council.
On Friday, a key committee of lawmakers delivered a unanimous 17-0 vote against an impeachment inquiry into Executive Councilor Karen Liot Hill of Lebanon, N.H.
The vote on House Resolution 41 followed an abbreviated public hearing, after the bill’s sponsor withdrew his support for the proposal and instead asked lawmakers on the committee to recommend killing it.
The push for Liot Hill’s impeachment was led by Representative Joe Sweeney, a Salem Republican and the deputy majority leader in the New Hampshire House.
Advertisement
At issue were several emails Liot Hill had sent from her official account to help a partisan law firm identify voters impacted by a new state law. The law tightened voter ID requirements for absentee ballots.
Get N.H. Morning Report
A weekday newsletter delivering the N.H. news you need to know right to your inbox.
Sweeney had previously called Liot Hill’s correspondence “political lawfare run out of a taxpayer-funded inbox.” In December, a review by the New Hampshire Attorney General’s Office found that Liot Hill’s conduct was not illegal and did not constitute a misuse of office, clearing the complaint against her.
Reached by the Globe on Friday, Sweeney, who was not present at the public hearing, said in a statement he preferred to let voters decide whether Liot Hill should continue to serve in the upcoming November election.
Advertisement
“After reviewing the matter and hearing the discussion, I believe the appropriate course is to move forward and allow the voters and the political process to do their work,” he said.
“The purpose of filing the resolution was to ensure that the constitutional questions raised were addressed seriously and transparently,” he said, noting that he stands by the process and the decision to recommend killing the resolution.
In an interview, Liot Hill said she was pleased with the unanimous vote from the House Judiciary Committee.
“The committee vote, I think, sends the message that there was no merit to this,” she said.
The proposal now heads to the full House of Representatives, which has the power to approve the committee’s recommendation to reject it.
Advertisement
Amanda Gokee can be reached at amanda.gokee@globe.com. Follow her @amanda_gokee.
A woman has been arrested in connection with the death of her baby whose body was found in a pond in Manchester, New Hampshire last year. Hepay Juma, 26, of Manchester, is now charged with reckless second-degree murder.
The New Hampshire Attorney General said Juma was arrested for “causing the death of Baby Jane “Grace” Doe, her child, under circumstances manifesting an extreme indifference to the value of human life.”
On March 27, 2025, the baby’s body was found floating in the water at Pine Island Park in Manchester. The baby’s death was treated as suspicious following an autopsy.
Advertisement
Investigators have not released any information about how they made the arrest or how the baby died.
Hepay Juma, 26, of Manchester, NH, is charged in connection with the death of her baby.
Manchester, NH police
At the time, Manchester Police Chief Peter Marr said the baby’s death was “extremely tragic.”
Advertisement
Police asked the public for help after the baby’s body was discovered. They wanted to know if anyone saw someone discarding anything in the water in the previous 14 days, or if anyone knew a pregnant woman who gave birth during that time who needed medical help.
A funeral was held for baby Grace Doe last May, and the public was invited to pay their respects. “The way she was discarded is heartbreaking, and it is important that we give her a proper farewell,” Chief Marr said last year.
The baby was named Grace by police “to celebrate the kindness extended to her by those who refuse to let her life go unrecognized.”
Juma is scheduled to be arraigned on Friday in Manchester District Court.
