Attachment C; By-Laws
before the Board. Where the transaction involving a Director or Officer exceeds five
hundred dollars and no cents ($500.00) but is less than five-thousand dollars and no
cents ($5,000.00) in a fiscal year, a two-thirds (2/3) vote of disinterested Directors
approving the transaction is required. Where the transaction involved exceeds a value
of five thousand dollars and no cents ($5,000.00) in a fiscal year, then a two-thirds
(2/3) vote of disinterested Directors approving the transaction after publication of a
legal notice in a newspaper of general circulation in the community in which the
principal office of CPCNH is located (or if there is no such office, then in a newspaper of
general circulation throughout the state), and after written notice to the Office of the
Attorney General, Director of Charitable Trusts. Neither the interested Director nor any
other Director who had a pecuniary benefit transaction with CPCNH in the same fiscal
year shall be present for or participate either in the discussion or the actual vote
concerning the transaction and the minutes shall reflect the fact as well as the disclosure
of the Director's interest and the vote. Every new member of the Board will be advised
of this policy upon entering the duties of his and her office, and shall sign a statement
acknowledging, understanding and agreement to this policy. CPCNH shall keep a log
of the pecuniary benefit transactions occurring between it and Board Members.
Section 12.2 Other Statutory Requirements
The Board will comply with all applicable requirements of New Hampshire
laws dealing with pecuniary benefit transactions (NH RSA 7:19-a, II and 292:6-a) and
all such laws are incorporated in full into and made a part of this policy statement.
These requirements include, but are not limited to, (1) the absolute prohibition of
any loans to any Director or Officer of CPCNH; and (2) prohibition of any sale or
lease (for a term greater than five (5) years) or conveyance of real estate to or from a
Director or Officer, without the prior approval of the probate court. These
requirements extend to both direct and indirect financial interests.
ARTICLE XIII
INDEMNIFICATION AND INSURANCE
Section 13.1 Indemnification
Each Member (including its governing body), Member representative, Director,
Officer, committee member, employee, assignee, or agent of CPCNH, (and their
respective heirs, executors and administrators), shall be indemnified and held harmless
by CPCNH against any and all claims, demands, losses, costs, penalties, expenses
(including attorneys’ fees), judgments, damages and liabilities reasonably incurred by,
or imposed upon them in connection with any action, suit or proceeding to which they
may be made a party or with which they shall be threatened, by reason of their being,
or having been, a Member, Member representative, Director, Officer, committee
member, employee, assignee, or agent of CPCNH (whether or not they continues to be
a Member, Member representative, Director, Officer, committee member, employee,
assignee, or agent of CPCNH at the time such action, suit or proceeding is brought or
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