reglab/housing_qa huggingface dataset:
NM Stat § 53-8-98 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-98 - Unauthorized assumption of corporate powers.

All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof. History: 1953 Comp., § 51-14-137, enacted by Laws 1975, ch. 217, § 95.
NM Stat § 53-8-99 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-99 - Effect of repeal of prior acts.

The repeal of a prior act by the Nonprofit Corporation Act shall not affect any right accrued or established, or any liability or penalty incurred, under the provisions of such act, prior to the repeal thereof. History: 1953 Comp., § 51-14-138, enacted by Laws 1975, ch. 217, § 97. ANNOTATIONSApplicability to prior repeals. — This section by its terms applies only to the repeal of any prior act by the 1975 Nonprofit Corporation Act. The 1975 act did not repeal any provision relating to survival of remedies against dissolved corporations. Quintana v. Los Alamos Med. Ctr., Inc., 1994-NMCA-162, 119 N.M. 312, 889 P.2d 1234.
NM Stat § 53-10-3 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 10 - Unincorporated Associations|Section 53-10-3 - [Mortgage or sale of property; method of conveyance.]

The property, real, personal or leasehold interest therein of any such club or association may be mortgaged or sold at such time and upon such terms as the then members of such club or association may determine by vote as its rules or by-laws [bylaws] may prescribe; and any deed signed by the president or secretary, or such other officer or officers designated by resolution of the members of any such club or association adopted at any regular or special meeting called for that purpose, shall be deemed sufficient in law to convey the fee simple title, or any title, to any property held or possessed by any such club or association free and clear of any interest, claim or title of any of the individual members thereof, their heirs, executors and administrators, as tenants in common or otherwise. History: Laws 1937, ch. 186, § 3; 1941 Comp., § 52-103; 1953 Comp., § 51-18-3. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Compiler's notes. — For property in name of local chapters, see notes to 53-10-2 NMSA 1978.
NM Stat § 53-10-4 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 10 - Unincorporated Associations|Section 53-10-4 - [Rules and regulations; subjects; effect.]

The members of any such association or club formed under this act [53-10-1 to 53-10-8 NMSA 1978] may prescribe from time to time, rules and regulations for the government of said club or association as the majority of its members from time to time may determine, may prescribe what fees and dues shall be payable, and the time when the same shall be paid as a condition for membership, or the continuance thereof by any member, and may provide in such rules that upon default in payment of such dues, or the violation of any of its other rules or regulations, a member's membership may be determined; which rules and regulations shall be deemed a contract between the member affected thereby and the balance of the members composing such association. History: Laws 1937, ch. 186, § 4; 1941 Comp., § 52-104; 1953 Comp., § 51-18-4. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Am. Jur. 2d, A.L.R. and C.J.S. references. — Suspension or expulsion from social club or similar society and the remedies therefor, 20 A.L.R.2d 344. Suspension or expulsion from professional association and the remedies therefor, 20 A.L.R.2d 531.
NM Stat § 53-10-5 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 10 - Unincorporated Associations|Section 53-10-5 - [Right to sue and be sued; actions against members.]

Such club or association may sue or be sued in its name without the individual members thereof being made parties to such suit, and may sue any member as a defendant in any matter arising out of his membership in said club or association or the termination thereof, and may recover judgment if necessary, for any dues or obligations due and owing by such member to the club or association, whether such member has ceased to become [be] such or not. History: Laws 1937, ch. 186, § 5; 1941 Comp., § 52-105; 1953 Comp., § 51-18-5. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Individual liability of member. — Driver of truck was individually liable for injuries to woman struck by falling beam as truck was negligently moved in closing of refreshment stand operated exclusively by the ladies auxiliary. Weese v. Stoddard, 1956-NMSC-117, 63 N.M. 20, 312 P.2d 545. The members of an unincorporated association are liable for the torts committed by the association's agent acting within the scope of his employment. Weese v. Stoddard, 1956-NMSC-117, 63 N.M. 20, 312 P.2d 545. Plaintiffs lacked the legal capacity to sue. — Where parties to a well sharing and easement agreement brought suit against defendant for past due water well expenses, but failed to satisfy the requirements of 53-10-1 NMSA 1978 by filing the statutory documents to form an unincorporated association, plaintiffs were unavailing of the rights conferred by 53-10-1 NMSA 1978, including the right to sue granted by this section, and therefore the district court erred in entering judgment in favor of plaintiffs. Blue Canyon Well Ass'n v. Jevne, 2018-NMCA-004. Am. Jur. 2d, A.L.R. and C.J.S. references. — 59 Am. Jur. 2d Parties §§ 19 to 23, 27, 30, 31. Liability to one struck by golf ball, 53 A.L.R.4th 282. Association of persons as proper representative of class under Rule 23 of Federal Rules of Civil Procedure governing maintenance of class actions, 63 A.L.R. Fed. 361.
NM Stat § 53-10-6 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 10 - Unincorporated Associations|Section 53-10-6 - Suits against or by unincorporated associations; recovery of judgments.

A. An unincorporated association may sue or be sued in its common name for the purpose of enforcing for or against it any substantive right. Suit may be brought against an unincorporated association by any individual member of the association, and the unincorporated association may sue its individual associates. B. Any money judgment obtained against an unincorporated association shall bind only the joint or common property of the association. C. In any action against an unincorporated association process may be served by delivering a copy of the summons and of the complaint or other pleading to an officer of the association or other head officer or agent in charge of its principal office in this state or by serving process in the manner now provided for service of process against corporations. History: 1953 Comp., § 51-18-5.1, enacted by Laws 1959, ch. 68, § 1. ANNOTATIONSClass action allegations not necessary. — This section provides that unincorporated associations may be sued in their own name and the union defendants are sued as unincorporated labor organizations. Being sued in their own name, no allegations of a class action were necessary to make them defendants in this action. Gonzales v. Oil, Chem. & Atomic Workers Int'l Union, 1966-NMSC-211, 77 N.M. 61, 419 P.2d 257. No substantive right against association. — Near the close of rodeo sponsored by an American Legion post, woman was injured by beam falling from truck when it was being moved by special servant at request of member of auxiliary. The driver of the truck was a special servant at the time of the accident, controlled by and acting under the direction of the auxiliary, an unincorporated association. He was assigned specifically by his post to do only the heavy work; other tasks were to be performed by the auxiliary. The stand was the exclusive project of the ladies who received all of the benefits. Legion post was not liable for the accident. Weese v. Stoddard, 1956-NMSC-117, 63 N.M. 20, 312 P.2d 545. Am. Jur. 2d, A.L.R. and C.J.S. references. — 6 Am. Jur. 2d Associations and Clubs § 52. Recovery by member from unincorporated association for injuries inflicted by tort of fellow member, 14 A.L.R.2d 473. Liability to one struck by golf ball, 53 A.L.R.4th 282. Association of persons as proper representative of class under Rule 23 of Federal Rules of Civil Procedure governing maintenance of class actions, 63 A.L.R. Fed. 361. 7 C.J.S. Associations § 16.
NM Stat § 53-10-7 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 10 - Unincorporated Associations|Section 53-10-7 - [Maximum term of existence; dissolution; distribution of proceeds of property.]

Any association or club formed under the provisions of this act [53-10-1 to 53-10-8 NMSA 1978] may exist for such period of time not exceeding twenty years as may be fixed in the statement required to be filed by Section 1 [53-10-1 NMSA 1978] of this act; and upon the dissolution or winding up of any such club or association prior to the termination of its existence or otherwise, the property real and personal then possessed by said club, or any real estate the title to which is then standing in its name shall in law be deemed to be held by the said club or association for the use and benefit of the members at the time of such dissolution, and upon a sale or disposition, the proceeds shall be distributed among the members of such club or association at the time of such dissolution. History: Laws 1937, ch. 186, § 6; 1941 Comp., § 52-106; 1953 Comp., § 51-18-6. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Am. Jur. 2d, A.L.R. and C.J.S. references. — 6 Am. Jur. 2d Associations and Clubs §§ 61, 62. Right to assets of voluntarily dissolved lodge or club, 70 A.L.R.4th 897. 7 C.J.S. Associations § 9.
NM Stat § 53-10-8 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 10 - Unincorporated Associations|Section 53-10-8 - [Construction of act.]

This act [53-10-1 to 53-10-8 NMSA 1978] shall not be construed to repeal or modify any of the present laws of this state relative to corporations formed or [for] any purpose, but the same shall be construed as supplementary thereto. History: Laws 1937, ch. 186, § 7; 1941 Comp., § 52-107; 1953 Comp., § 51-18-7. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law.
NM Stat § 53-11-3 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-3 - Purposes.

Corporations may be organized under the Business Corporation Act for any lawful purpose or purposes, except banking, insurance, credit unions, savings and loan associations, railroads and waterworks organized under the Laws of 1887, Chapter 12. History: 1953 Comp., § 51-24-3, enacted by Laws 1967, ch. 81, § 3. ANNOTATIONSCompiler's notes. — Laws 1887, ch. 12, referred to in this section, is compiled as 62-2-1 to 62-2-15, 62-2-17 to 62-2-19, 62-2-21 and 62-2-22 NMSA 1978. This section is derived from Section 3 of the ABA Model Business Corporation Act. Statute not for incorporation of savings bank. — If the purpose, or one of the purposes, of incorporating is to operate a savings bank, this statute is not available. First Thrift & Loan Ass'n v. State ex rel. Robinson, 1956-NMSC-099, 62 N.M. 61, 304 P.2d 582 (decided under 51-2-6, 1953 Comp., now repealed). No banking business under general corporation laws. — A corporation cannot organize under the general corporation laws and thereafter conduct a banking business whether or not said corporation has two departments. First Thrift & Loan Ass'n v. State ex rel. Robinson, 1956-NMSC-099, 62 N.M. 61, 304 P.2d 582 (decided under 51-2-6, 1953 Comp., now repealed). Law reviews. — For survey, "Article VII of the New Probate Code: In Pursuit of Uniform Trust Administration," see 6 N.M.L. Rev. 213 (1976). Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 192 to 198, 204. 18 C.J.S. Corporations § 28.
NM Stat § 53-11-6 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-6 - Defense of ultra vires.

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation is invalid because the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted: A. in a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained; B. in a proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through shareholders in a representative suit, against the incumbent or former officers or directors of the corporation; or C. in a proceeding by the attorney general, as provided in the Business Corporation Act, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from the transaction of unauthorized business. History: 1953 Comp., § 51-24-6, enacted by Laws 1967, ch. 81, § 6. ANNOTATIONSCompiler's notes. — This section is derived from Section 7 of the ABA Model Business Corporation Act. Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 2009 to 2033. 19 C.J.S. Corporations §§ 573 to 579.
NM Stat § 53-11-9 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-9 - Registered name.

A. Any foreign corporation not authorized to transact business in this state may register its corporate name under the Business Corporation Act if its corporate name is not the same as, or confusingly similar to, the name of any domestic corporation existing under the laws of this state, or the name of any foreign corporation authorized to transact business in this state, or any corporate name reserved or registered under the Business Corporation Act. B. Registration shall be made by: (1) filing with the commission [secretary of state]: (a) an application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and (b) a certificate setting forth that the corporation is in good standing under the laws of the state or territory in which it is organized, executed by the secretary of state of the state or territory or by the official who may have custody of the records pertaining to corporations; and (2) paying to the commission [secretary of state] a registration fee in the amount of one dollar ($1.00) for each month, or fraction thereof, between the date of filing the application and December 31 of the calendar year in which the application is filed. C. Registration shall be effective until the close of the calendar year in which the application for registration is filed. History: 1953 Comp., § 51-24-9, enacted by Laws 1967, ch. 81, § 9. 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. Compiler's notes. — This section is derived from Section 10 of the ABA Model Business Corporation Act. Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 289 to 293. Right to protection of corporate name as between domestic corporation and foreign corporation not qualified to do business in state, 26 A.L.R.3d 994.
NM Stat § 53-11-10 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-10 - Renewal of registered name.

A corporation which has in effect a registration of its corporate name, may renew the registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying a fee of ten dollars ($10.00). A renewal application may be filed between October 1 and December 31 each year, and shall extend the registration for the following calendar year. History: 1953 Comp., § 51-24-10, enacted by Laws 1967, ch. 81, § 10. ANNOTATIONSCompiler's notes. — This section is derived from Section 11 of the ABA Model Business Corporation Act.
NM Stat § 53-11-11 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-11 - Registered office and registered agent.

Each corporation shall have and continuously maintain in this state: A. a registered office which may be, but need not be, the same as its place of business; and B. a registered agent, which agent may be either an individual resident in this state whose business office is identical with the registered office, or a domestic corporation, or a foreign corporation authorized to transact business in this state, having a business office identical with the registered office. History: 1953 Comp., § 51-24-11, enacted by Laws 1967, ch. 81, § 11. ANNOTATIONSCompiler's notes. — This section is derived from Section 12 of the ABA Model Business Corporation Act. Am. Jur. 2d, A.L.R. and C.J.S. references. — Propriety and effect of corporation's appearance pro se through agent who is not attorney, 8 A.L.R.5th 653.
NM Stat § 53-11-14 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-14 - Service of process on corporation.

The registered agent appointed by a corporation shall be an agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. Nothing in this section limits or affects the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law. History: 1953 Comp., § 51-24-13, enacted by Laws 1967, ch. 81, § 13. ANNOTATIONSCompiler's notes. — This section is derived from Section 14 of the ABA Model Business Corporation Act. Cross references. — For service of process on secretary of state, see 38-1-5 NMSA 1978. Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2192, 2194. What suits at domicile of corporation involving corporate stock, or rights and obligations incident thereto, are in rem, jurisdiction of which may rest on constructive service of process against nonresident, 145 A.L.R. 1393. Setting aside default judgment for failure of statutory agent on whom process was served to notify defendant, 20 A.L.R.2d 1179. Service in absence of express statutory direction on dissolved domestic corporation, 75 A.L.R.2d 1399. 19 C.J.S. Corporations §§ 721 to 735.
NM Stat § 53-11-15.1 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-15.1 - Shares held for account.

If the articles of incorporation or the bylaws so provide, the board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth: A. the classification of shareholder who may certify; B. the purpose or purposes for which the certification may be made; C. the form of certification and information to be contained therein; D. if the certification is with respect to a record date or closing of the stock transfer books within which the certification must be received by the corporation; and E. such other provisions with respect to the procedure as are deemed necessary or desirable. Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification. History: 1978 Comp., § 53-11-15.1, enacted by Laws 1983, ch. 304, § 27.
NM Stat § 53-11-18 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-18 - Issuance of shares.

A. Subject to any restrictions in the articles of incorporation, shares may be issued for such consideration as shall be authorized by the board of directors establishing a price (in money or other consideration) or a minimum price or general formula or method by which the price will be determined. B. Upon authorization by the board of directors, the corporation may issue its own shares in exchange for or in conversion of its outstanding shares, or distribute its own shares, pro rata to its shareholders or the shareholders of one or more classes or series, to effectuate stock dividends or splits, and any such transaction shall not require consideration; provided, that no such issuance of shares of any class or series shall be made to the holders of shares of any other class or series unless it is either expressly provided for in the articles of incorporation, or is authorized by an affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class or series in which the distribution is to be made. History: 1953 Comp., § 51-24-17, enacted by Laws 1967, ch. 81, § 17; 1975, ch. 64, § 7; 1983, ch. 304, § 29. ANNOTATIONSCompiler's notes. — This section is derived from Section 18 of the ABA Model Business Corporation Act. The 1983 amendment, effective June 17, 1983, rewrote this section to the extent that a detailed comparison would be impracticable. Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporations Act," see 6 N.M.L. Rev. 57 (1975). For article, "1983 Amendments to the New Mexico Business Corporation Act and Related Statutes," see 14 N.M.L. Rev. 371 (1984). Annual Survey of New Mexico Corporate Law, see 17 N.M.L. Rev. 253 (1987). Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations § 494. Corporate stock without par value, 19 A.L.R. 131, 36 A.L.R. 791, 45 A.L.R. 1501, 65 A.L.R. 1347. 18 C.J.S. Corporations §§ 129 to 143.