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

Bedford man barred from conducting any securities business in New Hampshire

Published

7 hours ago

March 3, 2026

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Bedford man barred from conducting any securities business in New Hampshire

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New Hampshire

New Hampshire employment law in 2026 – NH Business Review

Published

19 hours ago

March 2, 2026

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New Hampshire employment law in 2026 – NH Business Review

What employers are getting wrong, and how to fix it before it becomes a claim

New Hampshire’s employment law landscape heading into 2026 may not be dramatically different from last year, but the real risks lie in implementation missteps. From the initial setting of wages, to calculating and distributing wages, employers will likely find a specific statute and/or labor regulation governing the transaction. Failure to follow these detailed wage and hour laws can result in significant back wages and other penalties being imposed by the state or federal Department of Labor following an audit. Fortunately, however, this area of employment law is relatively easy to master, once you are familiar with the basics.

Notice compliance

One of the most common pitfalls for employers in New Hampshire is misunderstanding the wage and hour notice requirements under RSA 275 and the related New Hampshire Department of Labor Administrative Rules.

At the time of hire, employers must notify employees in writing of their rate of pay and the day and place of payment. This notice is traditionally delivered to employees by way of an offer letter or some sort of “New Hire Rate of Pay” form. (A sample form is available from the New Hampshire Department of Labor website.) What surprises most employers, however, is that Lab. 803.03(f)(6) also requires employers to request and obtain their employees’ signatures on this written notification of wages, and employers must keep a copy of the signed written notification of wages on file. Further, employers must notify employees in writing during the course of employment of any changes to wages or day of pay prior to such changes taking effect, and the employer must obtain the employee’s signature on this subsequent notification as well. (See RSA 275:49; Lab. 803.03.)

Employers are further required to notify employees in writing, or through a posted notice maintained in a place accessible to employees, of:

• employment practices and policies with regard to vacation pay, sick leave and other fringe benefits.

• deductions made from the employee’s payroll check, for each period such deductions are made.

• information regarding the deductions allowed from wage payments under state law. (RSA 275:49; Lab. 803.03.)

Policies regarding vacation and sick leave should inform employees whether or not the employer will “cash out” unused time at year end or at the end of employment, and if so, under what terms. Again, if any changes are made to vacation pay, sick leave and other fringe benefits during the course of employment (all of which are considered “wages” under New Hampshire law), employers must request and obtain their employees’ signatures on the written notification of the change, and must keep a copy of the signed form on file. (Lab. 803.03.) Importantly, notification by way of pay stub alone is not sufficient, and, these requirements apply to both increases and decreases in pay.

Two-hour minimum (reporting pay)

Another frequently overlooked obligation is New Hampshire’s two-hour minimum reporting pay requirement. Under RSA 275:43-a, non-exempt employees who report to work but are sent home early must generally be paid for at least two hours. Weather-related closures, client cancellations or operational slowdown days can trigger this rule. Employers should also note that the New Hampshire Department of Labor currently applies this law to remote-based employees. Consequently, employees who “report to work” at an employer’s request from a home office may likewise have a right to two hours of pay, depending on the circumstances.

Salaried vs. hourly employees

Misclassification of employees as exempt from overtime remains a significant source of compliance exposure. The position’s job duties — not the titles or label such as “salaried” — determine whether an employee qualifies for an overtime exemption.

Employers, particularly in nonprofits, health care and small businesses, unintentionally misapply exempt classifications to roles such as administrative staff, office managers, executive assistants, program coordinators or hybrid jobs that involve significant non-exempt tasks. Over time, as organizational needs evolve and employees take on broader responsibilities, job duties can drift outside of an exemption’s scope.

Best practice is to periodically review job descriptions and actual job duties to ensure continued compliance with exemption criteria, particularly following any significant restructuring or job redesigns.

Peg O’Brien is chair of McLane Middleton’s Employment Law Practice Group. She can be reached at margaret.o’brien@mclane.com.

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New Hampshire

New photo released in unsolved 1997 homicide of a N.H. woman

Published

1 day ago

March 2, 2026

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New photo released in unsolved 1997 homicide of a N.H. woman

Local News

“Our family wants to know what happened, who did this and why,” said the family of the victim.

A new photo has been released of the victim in a nearly 30-year-long unsolved murder case, in the hope of finding any new potential witnesses in the cold case, New Hampshire officials said.

“Our family wants to know what happened, who did this and why,” the family of Rosalie Miller said in a press release. “We miss her and want to give her peace.”

Miller was last seen on December 8, 1996 at her apartment in Manchester. At the time of her disappearance, Miller had plans on meeting friends in the Auburn, New Hampshire area, officials said.

Her body was found on January 20, 1997 in a partially wooded spot on a residential lot along the Londonderry Turnpike in Auburn, officials said in the release.

The autopsy report declared Miller’s death a homicide by asphyxiation due to ligature strangulation, N.H. officials wrote.

As part of a new effort to garner public help with the case, an “uncirculated” photo of Miller, 36, is being distributed “in hopes it may jog the memory of someone who saw or spoke with her in the winter of 1996,” Attorney General John M. Formella and New Hampshire State Police Colonel Mark B. Hall announced on behalf of the New Hampshire Cold Case Unit in a joint press release.

Investigators are especially hoping to talk to anyone who was in contact with Miller in December of 1996 or anyone “who may have seen her in the vicinity of the Londonderry Turnpike in Auburn during that time,” officials said in the release.

The newly released photo of Rosalie Miller, 36, who was strangled to death nearly 30 years ago. – Attorney General John M. Formella and New Hampshire State Police Colonel Mark B. Hall

“We are releasing this new photograph today because we believe someone out there has information, perhaps a detail they thought was insignificant at the time, that could be the key to solving this case and bringing justice for Rosalie and those who loved her,” Senior Assistant Attorney General R. Christopher Knowles, New Hampshire Cold Case Unit Chief said in the release.

The New Hampshire Cold Case Unit encourages anyone with any amount of information to contact the group at [email protected] or (603) 271-2663.