reglab/housing_qa huggingface dataset:
NM Stat § 53-8-13 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-13 - Meetings of members.

A. Meetings of members shall be held at such place, either within or without New Mexico as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in New Mexico. B. An annual meeting of the members shall be held at such time as may be provided in the bylaws. If the annual meeting is not held within any thirteen-month period, the district court may, on the application of any member, order a meeting to be held. However, failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation. C. Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting. History: 1953 Comp., § 51-14-55, enacted by Laws 1975, ch. 217, § 13. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 948 to 962; 18B Am. Jur. 2d Corporations §§ 1365 to 1367, 1436. 18 C.J.S. Corporations §§ 362 to 396.
NM Stat § 53-8-14 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-14 - Notice of members' meetings; waiver.

A. Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. B. Attendance at any meeting by a member shall constitute a waiver of notice of the meeting, except where a member attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. History: 1953 Comp., § 51-14-56, enacted by Laws 1975, ch. 217, § 14. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 963 to 985; 18B Am. Jur. 2d Corporations §§ 1368 to 1370, 1436. 18 C.J.S. Corporations §§ 365 to 367.
NM Stat § 53-8-15 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-15 - Voting.

A. The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members. B. A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail. C. The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his vote and to give one candidate a number of votes equal to his vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of candidates. D. If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power. History: 1953 Comp., § 51-14-57, enacted by Laws 1975, ch. 217, § 15. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 1004, 1006; 18B Am. Jur. 2d Corporations § 1379. 18 C.J.S. Corporations §§ 375 to 394.
NM Stat § 53-8-16 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-16 - Quorum.

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by the Nonprofit Corporation Act, the articles of incorporation or the bylaws. History: 1953 Comp., § 51-14-58, enacted by Laws 1975, ch. 217, § 16. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 993 to 998; 18B Am. Jur. 2d Corporations § 1372. 18 C.J.S. Corporations § 370.
NM Stat § 53-8-17 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-17 - Board of directors.

The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of New Mexico or members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors. History: 1953 Comp., § 51-14-59, enacted by Laws 1975, ch. 217, § 17. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2259 to 2271. 19 C.J.S. Corporations § 434 et seq.
NM Stat § 53-8-18 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-18 - Number and election of directors.

A. The number of directors of a corporation shall be not less than three. Subject to that limitation, the number of directors shall be fixed by, or determined in the manner provided in, the articles of incorporation or the bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. If the number of directors is not fixed by, or determined in a manner provided in, the articles of incorporation or the bylaws, the number shall be the same as that stated in the articles of incorporation. B. The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year. C. Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he is elected or appointed and until his successor is elected or appointed and qualified. D. A director may be removed from office pursuant to any procedure provided in the articles of incorporation or the bylaws. History: 1953 Comp., § 51-14-60, enacted by Laws 1975, ch. 217, § 18; 2001, ch. 200, § 37; 2003, ch. 318, § 10. ANNOTATIONSThe 2003 amendment, effective July 1, 2003, deleted "except that the number of the first board of directors shall be fixed by the articles of incorporation" preceding "The number of" in Subsection A. The 2001 amendment, effective July 1, 2001, in Subsection A, inserted "or determined in the manner provided in, the articles of incorporation" in the second sentence, inserted "or in the manner provided in, the articles of incorporation or" in the third sentence, in the fifth sentence, substituted "If" for "In the absence of a bylaw fixing" and inserted "is not fixed by, or determined in a manner provided in, the articles of incorporation or the bylaws". Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations § 1341. 19 C.J.S. Corporations §§ 434 to 442.
NM Stat § 53-8-18.1 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-18.1 - Repealed.

ANNOTATIONSRepeals. — Laws 1993, ch. 318, § 6 repealed former 53-8-18.1 NMSA 1978, as enacted by Laws 1991, ch. 170, § 6, requiring any person elected or appointed to a board of directors to file an affidavit with the corporation stating that he consents to be a member of the board of directors, effective June 18, 1993. For provisions of former section, see the 1992 NMSA 1978 on NMOneSource.com.
NM Stat § 53-8-19 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-19 - Vacancy.

A. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner, in which case such provision shall control. B. A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office. C. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors. History: 1953 Comp., § 51-14-61, enacted by Laws 1975, ch. 217, § 19.
NM Stat § 53-8-20 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-20 - Quorum of directors.

A. A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the Nonprofit Corporation Act, the articles of incorporation or the bylaws. B. A quorum, once attained at a meeting, shall be deemed to continue until adjournment, notwithstanding the voluntary withdrawal of enough directors to leave less than a quorum. History: 1953 Comp., § 51-14-62, enacted by Laws 1975, ch. 217, § 20. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1470 to 1474. 19 C.J.S. Corporations § 438.
NM Stat § 53-8-21 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-21 - Committees.

If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors. The committees, to the extent provided in the resolution, in the articles of incorporation or in the bylaws of the corporation, shall have and exercise all the authority of the board of directors, except that no committee shall have the authority of the board of directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any committee or any director or officer of the corporation; amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by the committee. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or him by law. History: 1953 Comp., § 51-14-63, enacted by Laws 1975, ch. 217, § 21. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1508 to 1518. 19 C.J.S. Corporations §§ 473, 474.
NM Stat § 53-8-22 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-22 - Directors' meetings.

Meetings of the board of directors, regular or special, may be held either within or without New Mexico and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting unless required by the bylaws. Except as otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. History: 1953 Comp., § 51-14-64, enacted by Laws 1975, ch. 217, § 22; 1983, ch. 304, § 10. ANNOTATIONSThe 1983 amendment, effective June 17, 1983, added "unless required by the bylaws" at the end of the third sentence and added the last sentence. Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations § 1475. 19 C.J.S. Corporations §§ 462 to 467.
NM Stat § 53-8-23 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-23 - Officers.

A. Every corporation organized under the Nonprofit Corporation Act shall have officers, with titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws, and as many officers as may be necessary to enable the corporation to sign instruments required under the Nonprofit Corporation Act. One of the officers shall have the duty to record the proceedings of the meetings of the members and directors in a book to be kept for that purpose. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person. B. The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors. C. The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws. History: 1953 Comp., § 51-14-65, enacted by Laws 1975, ch. 217, § 23; 1989, ch. 294, § 2. ANNOTATIONSThe 1989 amendment, effective January 1, 1990, in Subsection A, substituted the present first two sentences for the former first sentence, which read "The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the article of incorporation or the bylaws", and deleted "except the offices of president and secretary" from the end of the last sentence. Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations § 1341. 19 C.J.S. Corporations §§ 433 to 553.
NM Stat § 53-8-24 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-24 - Removal of officers.

Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever, in their judgment, the best interest of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights. History: 1953 Comp., § 51-14-66, enacted by Laws 1975, ch. 217, § 24. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations § 1341. 19 C.J.S. Corporations §§ 454 to 457.
NM Stat § 53-8-25 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-25 - Liability.

The directors, officers, employees and members of the corporation shall not be personally liable for the corporation's obligations. History: 1953 Comp., § 51-14-67, enacted by Laws 1975, ch. 217, § 25. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1684 to 1720. Personal liability of member of voluntary association not organized for personal profit on contract with third person, 7 A.L.R. 222, 41 A.L.R. 754.
NM Stat § 53-8-25.1 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-25.1 - Duties of directors.

A director shall perform his duties as a director including his duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director believes to be in or not opposed to the best interests of the corporation and with such care as an ordinarily prudent person would use under similar circumstances in a like position. In performing such duties, a director shall be entitled to rely on factual information, opinions, reports or statements including financial statements and other financial data in each case prepared or presented by: A. one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; B. counsel, public accountants or other persons as to matters which the director reasonably believes to be within such persons' professional or expert competence; or C. a committee of the board upon which the director does not serve, duly designated in accordance with a provision of the articles of incorporation or the bylaws as to matters within its designated authority, which committee the director reasonably believes to merit confidence, but the director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. History: 1978 Comp., § 53-8-25.1, enacted by Laws 1987, ch. 238, § 5.
NM Stat § 53-8-25.2 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-25.2 - Liability of directors.

No director of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director unless: A. the director has breached or failed to perform the duties of the director's office in compliance with Section 53-8-25.1 NMSA 1978; and B. the breach or failure to perform constitutes willful misconduct or recklessness. The provisions of this section shall, however, only eliminate the liability of a director for action taken as a director or any failure to take action as a director at meetings of the board of directors or of a committee of the board of directors or by virtue of action of the directors without a meeting pursuant to Section 53-8-97 NMSA 1978, on or after the date when the provisions of this section become effective. History: 1978 Comp., § 53-8-25.2, enacted by Laws 1987, ch. 238, § 6. ANNOTATIONSCompiler's notes. — The phrase "the date when the provisions of this section become effective", in the last sentence, refers to April 9, 1987, the effective date of Laws 1987, Chapter 238.
NM Stat § 53-8-25.3 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-25.3 - Nonprofit corporations; boards of directors; liability; immunity.

A. Except as otherwise provided in this section, no member of a board of directors of a nonprofit corporation as defined in the Nonprofit Corporation Act shall be held personally liable for any damages resulting from: (1) any negligent act or omission of an employee of that nonprofit corporation; (2) any negligent act or omission of another director of that nonprofit corporation; or (3) any action taken as a director or any failure to take any action as a director unless: (a) the director has breached or failed to perform the duties of the director's office; and (b) the breach or failure to perform constitutes willful misconduct or recklessness. B. The immunity provided in Subsection A of this section shall not extend to acts or omissions of directors of nonprofit corporations that constitute willful misconduct or recklessness personal to the director. The immunity is limited to actions taken as a director at meetings of the board of directors or a committee of the board of directors or by action of the directors without a meeting pursuant to Section 53-8-97 NMSA 1978. C. A nonprofit corporation shall not transfer assets in order to avoid claims against corporate assets resulting from a judgment against the corporation. If a director votes to do so, the immunity provided by this section shall have no force or effect as to that director. History: Laws 1987, ch. 237, § 1. ANNOTATIONSCross references. — For liability of directors of nonprofit corporations, see 53-8-25.2 NMSA 1978.
NM Stat § 53-8-27 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-27 - Books and records.

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors. Each corporation shall keep at its registered office or principal office in New Mexico a record of the names and addresses of its members entitled to vote. All books and records of a corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. History: 1953 Comp., § 51-14-69, enacted by Laws 1975, ch. 217, § 27. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations § 744. Right of member of nonprofit association or corporation to possession, inspection, or use of membership list, 37 A.L.R.4th 1206. 18 C.J.S. Corporations §§ 110, 332 to 338.