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The duties of board members serving NH Charities

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The duties of board members serving NH Charities


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.

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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

NH Republicans push to allow guns on college campuses

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NH Republicans push to allow guns on college campuses


CONCORD — The recent fatal shooting at Brown University shows that banning guns on campus makes students more vulnerable to violence, state Rep. Sam Farrington, a University of New Hampshire senior, told reporters Dec. 17 in promoting legislation to end such bans.

Farrington, R-Rochester, and other House Republicans, also said in the Statehouse news conference that the shooting that killed 15 people at a Hanukkah celebration in Sydney, Australia on Sunday, illustrates that Australia’s restrictive gun laws don’t protect the public.

Rep. Joe Sweeney, R-Salem, the deputy House majority leader, said gun control restrictions leave people “unable to defend themselves, their families, their peers.”

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Farrington said violence similar to what occurred at Brown University in Rhode Island, which left two dead and nine injured, could occur in New Hampshire, where universities also prohibit guns on campus.

“UNH, Plymouth State, Keene State, the list goes on, they all have one thing in common — these are public universities that are infringing on the Second Amendment rights of college students right here in New Hampshire,” said Farrington.

“They claim to be gun free zones. Well if we know anything about gun-free zones, looking at Australia and Brown, we know that they are not violence free zones. They are only defenseless zones where victims are left hopeless, without any hope of defending themselves.”

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He is the prime sponsor of House Bill 1793, which the Legislature will consider next year. It would prohibit public colleges and universities from regulating the possession or carrying of firearms and non-lethal weapons on campus.

Under the bill, if a college or university that received federal funds instituted such a ban, they could be sued.

Democrat speaks against legislation

State Rep. Nicholas Germana, D-Keene, a history professor at Keene State College, said Thursday he wouldn’t feel any safer if people coming on campus were packing firearms.

Any police response to an active shooter on a college campus would be fraught if armed bystanders became involved and crossfire broke out, he said.

“All the sudden police come on that campus and it’s a shootout at the OK Corral,” Germana said. “How do police know who the good guy is and who the bad guy is?”

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He said the tragedy in Australia last weekend is an anomaly that doesn’t alter the fact that gun violence rates in that country decreased after strict firearm regulations were passed almost 30 years ago and remain much lower than U.S. rates.

“We can look around the world to see examples of this where the number of guns in the population at large corresponds to gun violence,” Germana said. “It’s clear that when Republicans say in this country that gun control measures do not decrease gun violence, it is demonstrably false.”

The University System of New Hampshire said in the fiscal note of House Bill 1793 that the measure could cost it as much as $500,000 because insurance premiums and liability claims would increase, more security measures would be required, firearm storage systems would be needed, expected lawsuits would create attorney fees and the ability to attract students and faculty would decrease.

These articles are being shared by partners in the Granite State News Collaborative. Don’t just read this. Share it with one person who doesn’t usually follow local news — that’s how we make an impact. For more information, visit collaborativenh.org.



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NH attorney general clears top Democratic official of ‘electioneering’ charge

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NH attorney general clears top Democratic official of ‘electioneering’ charge


The New Hampshire Attorney General’s office has concluded that Executive Councilor Karen Liot Hill did nothing wrong when she used her government email to assist a law firm that was suing the state over its voter ID law.

Assistant Attorney General Brendan O’Donnell wrote that Liot Hill’s use of her state email to assist a national Democratic law firm find plaintiffs didn’t amount to “electioneering” under state law.

The state Republican party alleged in August that Liot Hill — the only Democrat on the five-member Executive Council — misused her position by involving herself in a lawsuit against the state.

From the start, Liot Hill called that claim baseless, and the Attorney General’s office said Liot Hill’s conduct didn’t warrant sanction.

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“This Office cannot conclude that the e-mails constituted a misuse of position or otherwise violated the executive branch ethics code. This matter is closed,” the office wrote.

In a statement Friday, Liot Hill, from Lebanon, welcomed the conclusion of the case.

“The AG’s findings underscore the partisan nature of the ongoing attacks against me: I am being impeached not for wrong-doing, but for being a Democrat,” she said.

The lawsuit challenging New Hampshire’s voter ID recently failed in state court. But this issue may not yet be over: A top House Republican has filed a bill to explore Liot Hill’s impeachment next year.

As the lone Democrat on the Executive Council, Liot Hill is her party’s ranking member in the State House. That profile has made Liot Hill, who spent two decades in local politics before winning election to the council last year, a regular target for Republicans, who argue that her approach to the job, which she says honors the state’s volunteer spirit, has crossed ethical lines.

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The New Hampshire Republican Party did not immediately respond to a request for comment to the Attorney General report Friday afternoon.





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New Hampshire

Who makes the best Chinese food in New Hampshire?

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Who makes the best Chinese food in New Hampshire?


This week, we’re in the mood for tasty Chinese food. But where can you find the best Chinese food in New Hampshire? Which restaurant is your go-to place when you’ve got a craving? No national chains, please! Click the link to vote — votes in the comments will not be counted.



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