CPCNH JPA — Initial By-Laws (pp. 30-32)
Art. 10 - Financial Report & Audits p. 30
- Annual independent financial report by CPA
required — provide to each Director & Member
Art. 11 — Dissolution & Liquidation p. 30
- Require unanimous consent of all Members
- Responsible winding-up required
- All remaining proceeds & assets to Members
Art. 12 — Conflict of Interest pp. 30-31
12.1 Duty to Disclose & Voting Requirements
12.2 Compliance with pecuniary benefit transactions
Statutes in NH law.
Art. 13 — Indemnification & Insurance p.31
- Broad Indemnification; exceptions consistent with
Articles of Agreement (e.g., breach of duty, bad faith,
intentional misconduct, improper personal benefit
13.2 Insurance required
¢ By-Laws crafted for compliance with NH law
regarding charitable trusts if deemed a
charitable entity by NH Attorney General.
Rather than charity status under IRS Code
§ 501(c)3, CPCNH is structured to qualify for
tax exemption under § 501(c)4 as a “social
welfare” organization that is created to carry
out governmental and utility type functions as
an affiliate of governmental entities that is
controlled exclusively by them and and is
accountable to them.
CPCNH expected to seek a private ruling letter
from IRS that it is exempt from taxation per IRS
Code §115 as a governmental instrumentality.
As such the By-Laws are drafted to require full
compliance with RSA 91-A. -
