New Hampshire nonprofit board requirements

What the Voluntary Corporations and Associations requires of a New Hampshire nonprofit board: how many directors you need, how long they serve, what counts as a quorum, and what has to be filed. Every fact below is cited to the statute.

The short answer

A New Hampshire nonprofit needs at least 5 directors.

RSA 292:6-a, I says that "in the interest of encouraging diversity of discussion, connection with the public, and public confidence, the board of directors of a charitable nonprofit corporation shall have at least 5 voting members, who are not of the same immediate family or related by blood or marriage." Five is the floor for a charity, and the five seats have to be filled by people who are genuinely unrelated. The section does not apply to a nonprofit corporation that already existed on August 10, 1996 (which had one year to comply), to an organization qualified as a private foundation under the Internal Revenue Code, or to religious organizations, churches, integrated auxiliaries, conventions, or associations of churches, and the director of charitable trusts may waive the requirement on application. A voluntary corporation formed under chapter 292 that is not charitable has no stated director minimum. Separately, RSA 292:1 requires 5 or more persons of lawful age to sign the articles of agreement, which is a rule about who incorporates, not about who sits on the board afterward.

What the statute requires

Governing statute
Voluntary Corporations and Associations, N.H. Rev. Stat. Ann. chapter 292
Minimum directors
5. RSA 292:6-a, I says that "in the interest of encouraging diversity of discussion, connection with the public, and public confidence, the board of directors of a charitable nonprofit corporation shall have at least 5 voting members, who are not of the same immediate family or related by blood or marriage." Five is the floor for a charity, and the five seats have to be filled by people who are genuinely unrelated. The section does not apply to a nonprofit corporation that already existed on August 10, 1996 (which had one year to comply), to an organization qualified as a private foundation under the Internal Revenue Code, or to religious organizations, churches, integrated auxiliaries, conventions, or associations of churches, and the director of charitable trusts may waive the requirement on application. A voluntary corporation formed under chapter 292 that is not charitable has no stated director minimum. Separately, RSA 292:1 requires 5 or more persons of lawful age to sign the articles of agreement, which is a rule about who incorporates, not about who sits on the board afterward.
Term length
Not specified by statute.
Term limits
Not specified by statute.
Quorum
Not specified by statute.
Annual meeting
Not specified by statute.
Conflict of interest
New Hampshire puts this in the charitable trust law rather than in the corporation chapter. RSA 7:19-a governs a pecuniary benefit transaction, meaning a transaction with a charitable trust in which a director, officer, or trustee has a financial interest, direct or indirect, "exceeding $500 in value for any officer, director, or trustee, on an annual aggregate basis." The transaction has to be approved in advance by "affirmative votes from at least a 2/3 majority of all the disinterested members of the governing board," after full disclosure and without the interested person voting. If the transaction is worth "$5,000 or more," the organization also has to publish notice in a newspaper of general circulation and give written notice to the director of charitable trusts before consummating it. Every charitable trust also has to adopt policies on pecuniary benefit transactions and conflicts of interest. RSA 292:6-a, II adds a structural rule: no employee of a charitable nonprofit corporation may hold the position of chairperson or presiding officer of the board.
Removing a director
Not specified by statute.
Recurring state filing
RSA 292:25 requires a written return to the Secretary of State once every five years, not once a year. The return is signed by the president or another officer, carries a $25 fee, and gives the corporation's principal address along with the names and addresses of all officers and directors. Separately, a charitable organization registers with the Attorney General's director of charitable trusts under RSA 7:28 and then files a periodic written report, under oath, "not later than 4 months and 15 days following the close of the first calendar or fiscal year" in which it holds assets for charitable purposes, and annually after that. The report fee is $75. An organization with "$500,000 or more" in revenue submits its latest financial statement, and one with "$2,000,000 or more" submits its latest audited financial statement.

What's particular to New Hampshire

New Hampshire is one of the very few states that tells a charity how many people have to sit on its board and who they may not be. Five voting members is the floor, and they may not be of the same immediate family or related by blood or marriage. A three-person founding board of a married couple and a sibling does not satisfy RSA 292:6-a. The same section bars any employee of the corporation from serving as chairperson or presiding officer, so a paid executive director cannot chair the board even if the bylaws allow it.

Outside that one section, chapter 292 is remarkably quiet about how a board runs. The words quorum, term of office, and annual meeting do not appear anywhere in the chapter, and the chapter supplies no procedure for removing a director. Your bylaws are the only source of those rules, and RSA 292:6 says the initial bylaws are adopted by a 2/3 majority of the signers of the articles of agreement. Chapter 292 also does not borrow governance rules from the Business Corporation Act. Its only cross references to RSA 293-A concern corporate names and foreign nonprofit registration.

There is no New Hampshire annual report. Under RSA 292:25 a voluntary corporation files a return with the Secretary of State every five years, with a $25 fee, listing its principal address and all officers and directors. A charity's yearly obligation runs to a different office entirely: the Attorney General's Charitable Trusts Unit under RSA 7:28, due 4 months and 15 days after the close of the fiscal year with a $75 fee.

The conflict of interest rule that matters here is RSA 7:19-a, and it has teeth most states do not. Approval takes two thirds of all the disinterested board members, not a simple majority, and if the transaction is $5,000 or more the charity has to publish notice in a newspaper and notify the director of charitable trusts before it goes through. The statute also requires every charitable trust to adopt written policies on pecuniary benefit transactions and conflicts of interest, so the policy itself is a legal requirement in New Hampshire rather than a best practice.

This is a summary, not legal advice.

We cite the statute so you can read it yourself, and we last checked these on September 2, 2026. Statutes change, courts interpret them, and your own bylaws may impose stricter rules than the state does. Before you rely on any of this for a decision that matters, have a lawyer licensed in New Hampshire review it.

Knowing the rule is the easy part.

Staying compliant means knowing whose term ends in March, whether you'll still have quorum after it does, and who hasn't signed this year's conflict of interest form. Board Manager tracks all three and tells you before they become a problem.

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Sources

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