reglab/housing_qa huggingface dataset:
NM Stat § 53-8-28 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-28 - Shares of stock and dividends prohibited; exemption from franchise tax.

A. A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income, profit or assets of a corporation shall be distributed to its members, directors or officers. A corporation may pay compensation in a reasonable amount to its members, directors or officers for services rendered and may confer benefits upon its members in conformity with its purposes and upon dissolution or final liquidation may make distributions as permitted by the Nonprofit Corporation Act. B. A corporation incorporated under the Nonprofit Corporation Act shall not be subject to or required to pay a franchise tax unless the corporation receives unrelated business income, as that term is defined in the Internal Revenue Code of 1986, as amended. History: 1953 Comp., § 51-14-70, enacted by Laws 1975, ch. 217, § 28; 1977, ch. 178, § 5; 1989, ch. 111, § 3. ANNOTATIONSCross references. — For the federal Internal Revenue Code of 1986, see U.S.C. § 1 et seq. The 1989 amendment, effective June 16, 1989, added all of the language of Subsection B following "tax". Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations § 484.
NM Stat § 53-8-29 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-29 - Loans to directors and officers.

Any director or officer who assents to or participates in the making of any loan to a director or officer shall be personally liable to the corporation for the amount of the loan until the repayment thereof. History: 1953 Comp., § 51-14-71, enacted by Laws 1975, ch. 217, § 29. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 18A C.J.S. Corporations § 913.
NM Stat § 53-8-30 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-30 - Incorporators.

One or more persons, including profit and nonprofit corporations, may incorporate a corporation by signing and delivering articles of incorporation in duplicate to the corporation commission [secretary of state]. History: 1953 Comp., § 51-14-72, enacted by Laws 1975, ch. 217, § 30. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations § 150. 18 C.J.S. Corporations § 25 et seq.
NM Stat § 53-8-31 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-31 - Articles of incorporation.

A. The articles of incorporation shall set forth: (1) the name of the corporation; (2) the period of duration, which may be perpetual; (3) the purpose for which the corporation is organized; (4) any provisions not inconsistent with law that the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation; (5) the address of its initial registered office and the name of its initial registered agent at such address; (6) the names and addresses of the persons who have consented to serve as the initial directors; and (7) the name and address of each incorporator. B. It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in the Nonprofit Corporation Act. C. Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling. History: 1953 Comp., § 51-14-73, enacted by Laws 1975, ch. 217, § 31; 1978 Comp., § 53-8-31; Laws 1991, ch. 170, § 5; 1993, ch. 318, § 2; 2003, ch. 318, § 11. ANNOTATIONSThe 2003 amendment, effective July 1, 2003, deleted "the number of directors constituting the initial board of directors and" at the beginning of Paragraph A(6); substituted "is not" for "shall not be" near the beginning of Subsection B. The 1993 amendment, effective June 18, 1993, in Subsection A, deleted "or purposes" after "purpose" in Paragraph (3) and substituted "have consented to serve as the initial directors" for "are to serve as the initial directors and include a statement that an affidavit signed by each director stating that he consents to being a director is on file with the corporation" in Paragraph (6). The 1991 amendment, effective January 1, 1992, in Subsection A, added "and include a statement that an affidavit signed by each director stating that he consents to being a director is on file with the corporation" at the end of Paragraph (6). Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 199 to 216. 18 C.J.S. Corporations § 25 et seq.
NM Stat § 53-8-33 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-33 - Effect of incorporation.

Unless the corporation commission [secretary of state] disapproves pursuant to Subsection A of Section 53-8-91 NMSA 1978, upon delivery of the articles of incorporation to the corporation commission [secretary of state], the corporate existence shall begin, and the certificate of incorporation shall be conclusive evidence that all conditions precedent, required to be performed by the incorporators, have been complied with and that the corporation has been incorporated under the Nonprofit Corporation Act, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation. History: 1953 Comp., § 51-14-75, enacted by Laws 1975, ch. 217, § 33; 1983, ch. 304, § 11. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. The 1983 amendment, effective June 17, 1983, deleted "issuance of certificate of" preceding "incorporation" in the catchline and substituted "Unless the corporation commission . . . to the corporation commission," for "Upon the issuance of the certificate of incorporation" at the beginning of the section. Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Corporations § 67. 18 C.J.S. Corporations §§ 45 to 61.
NM Stat § 53-8-34 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-34 - Organization meetings.

A. An organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without New Mexico, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The incorporators calling the meeting shall give at least three days' notice thereof by mail to each director so named. The notice shall state the time and place of the meeting. The notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the corporation, with postage thereon prepaid. B. A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days' notice, for the purposes stated in the notice of the meeting. History: 1953 Comp., § 51-14-76, enacted by Laws 1975, ch. 217, § 34.
NM Stat § 53-8-35 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-35 - Right to amend articles of incorporation.

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under the Nonprofit Corporation Act. History: 1953 Comp., § 51-14-77, enacted by Laws 1975, ch. 217, § 35. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Corporations § 79. Power of state to amend charter of a private incorporated charity, 62 A.L.R. 573. 18 C.J.S. Corporations §§ 54 to 61.
NM Stat § 53-8-36 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-36 - Procedure to amend articles of incorporation.

A. Amendments to the articles of incorporation shall be made in the following manner: (1) if there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment, or a summary of the changes to be effected thereby, shall be given to each member entitled to vote at the meeting within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast; or (2) if there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. B. Any number of amendments may be submitted and voted upon at any one meeting. History: 1953 Comp., § 51-14-78, enacted by Laws 1975, ch. 217, § 36.
NM Stat § 53-8-37 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-37 - Articles of amendment.

The articles of amendment shall be executed by the corporation by two authorized officers of the corporation and shall set forth:A. the name of the corporation and, if different, include any name under which it proposes to transact business in New Mexico;B. the amendment so adopted;C. if there are members entitled to vote thereon:(1) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting and that the amendment received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or(2) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; andD. if there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted and a statement of the fact that the amendment received the vote of a majority of the directors in office. History: 1953 Comp., § 51-14-79, enacted by Laws 1975, ch. 217, § 37; 2003, ch. 318, § 13; 2021, ch. 68, § 2. ANNOTATIONSThe 2021 amendment, effective July 1, 2021, required corporate articles of amendment to include any name under which the corporation proposes to transact business in New Mexico if different than the corporate name; and in Subsection A, after "corporation", added "and, if different, include any name under which it proposes to transact business in New Mexico".The 2003 amendment, effective July 1, 2003, in the introductory paragraph, deleted "in duplicate" following "shall be executed" and substituted "two authorized officers of the corporation" for "its president or a vice president and by its secretary or an assistant secretary" following "the corporation by".
NM Stat § 53-8-40 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-40 - Procedure for merger.

A. Any two or more domestic corporations may merge into one corporation pursuant to a plan of merger approved in the manner provided in the Nonprofit Corporation Act. B. Each corporation shall adopt a plan of merger setting forth: (1) the names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation; (2) the terms and conditions of the proposed merger; (3) a statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger; and (4) such other provisions with respect to the proposed merger as are deemed necessary or desirable. History: 1953 Comp., § 51-14-82, enacted by Laws 1975, ch. 217, § 40. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations § 2503.
NM Stat § 53-8-41 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-41 - Procedure for consolidation.

A. Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in the Nonprofit Corporation Act. B. Each corporation shall adopt a plan of consolidation setting forth: (1) the names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation; (2) the terms and conditions of the proposed consolidation; (3) with respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under the Nonprofit Corporation Act; and (4) such other provisions with respect to the proposed consolidation as are deemed necessary or desirable. History: 1953 Comp., § 51-14-83, enacted by Laws 1975, ch. 217, § 41. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations § 2503. 19 C.J.S. Corporations §§ 792 to 810.
NM Stat § 53-8-42 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-42 - Adoption of merger or consolidation.

A. A plan of merger or consolidation shall be adopted in the following manner: (1) if the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of the corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at the meeting within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes which members present at each such meeting or represented by proxy are entitled to cast; or (2) if any merging or consolidating corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office. B. After adoption, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. History: 1953 Comp., § 51-14-84, enacted by Laws 1975, ch. 217, § 42.
NM Stat § 53-8-45 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-45 - Merger or consolidation of domestic and foreign corporations.

A. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each foreign corporation is organized: (1) each domestic corporation shall comply with the provisions of the Nonprofit Corporation Act with respect to the merger or consolidation, of domestic corporations, and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized; and (2) if the surviving or new corporation is to be governed by the laws of any state other than New Mexico it shall comply with the provisions of the Nonprofit Corporation Act with respect to foreign corporations if it is to conduct affairs in New Mexico, and in every case it shall file with the corporation commission [secretary of state] of New Mexico: (a) an agreement that it may be served with process in New Mexico in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation; and (b) an irrevocable appointment of the secretary of state of New Mexico as its agent to accept service of process in any such proceeding. B. The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of New Mexico. If the surviving or new corporation is to be governed by laws of any state other than New Mexico, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except in so far as the laws of the other state provide otherwise. C. After approval by the members or, if there are no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. History: 1953 Comp., § 51-14-87, enacted by Laws 1975, ch. 217, § 45. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978.
NM Stat § 53-8-46 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-46 - Sale, lease, exchange or mortgage of assets.

A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner: A. if there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by the Nonprofit Corporation Act for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. After such authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members; or B. if there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office. History: 1953 Comp., § 51-14-88, enacted by Laws 1975, ch. 217, § 46.
NM Stat § 53-8-47 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-47 - Voluntary dissolution.

A. A corporation may dissolve and wind up its affairs in the following manner: (1) if there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast; or (2) if there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office. B. Upon the adoption of such resolution by the members, or by the board of directors if there are no members or no members entitled to vote thereon, the corporation shall cease to conduct its affairs except in so far as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in the Nonprofit Corporation Act. History: 1953 Comp., § 51-14-89, enacted by Laws 1975, ch. 217, § 47. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations § 2733. 19 C.J.S. Corporations §§ 811 to 882.