reglab/housing_qa huggingface dataset:
NM Stat § 53-11-37 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-37 - Classification of directors.

When the board of directors consists of two or more members, in lieu of electing the whole number of directors annually, the articles of incorporation may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after the classification, the number of directors equal to the number of the class whose term expires at the time of the meeting shall be elected to hold office until the second succeeding annual meeting, if there are two classes, or until the third succeeding annual meeting, if there are three classes. No classification of directors shall be effective prior to the first annual meeting of shareholders. History: 1953 Comp., § 51-24-36, enacted by Laws 1967, ch. 81, § 36; 2001, ch. 200, § 49. ANNOTATIONSCompiler's notes. — This section is derived from Section 37 of the ABA Model Business Corporation Act. The 2001 amendment, effective July 1, 2001, substituted "When the board of directors consists of two members" for "When the board of directors consists of nine members". Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1397, 1398.
NM Stat § 53-11-38 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-38 - Vacancies.

Any vacancy occurring in the board 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. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. 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 by the shareholders. History: 1953 Comp., § 51-24-37, enacted by Laws 1967, ch. 81, § 37; 1975, ch. 64, § 18. ANNOTATIONSCompiler's notes. — This section is derived from Section 38 of the ABA Model Business Corporation Act. Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975). Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1400, 1401. Provision authorizing directors to fill vacancies in directorships as applicable to newly created directorships, 6 A.L.R.2d 174. 19 C.J.S. Corporations § 435.
NM Stat § 53-11-39 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-39 - Removal of directors.

A. At a meeting of shareholders called expressly for that purpose, directors may be removed in the manner provided in this section. Except as provided in Subsection D of this section, a director or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. B. In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part. C. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of this section apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole. D. Unless the articles of incorporation provide otherwise, in the case of a corporation whose board is classified as provided in Section 53-11-37 NMSA 1978, shareholders may remove directors only for cause. History: 1953 Comp., § 51-24-38, enacted by Laws 1967, ch. 81, § 38; 1975, ch. 64, § 19; 2001, ch. 200, § 50. ANNOTATIONSCompiler's notes. — This section is derived from Section 39 of the ABA Model Business Corporation Act. The 2001 amendment, effective July 1, 2001, inserted "Except as provided in Subsection D of this section," in the second sentence of Subsection A; and added Subsection D. Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975). Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1427 to 1444. Directors' power to remove officers or fellow directors, 63 A.L.R. 776. Removal by court of director or officer of private corporation, 124 A.L.R. 364. 19 C.J.S. Corporations §§ 454 to 457.
NM Stat § 53-11-40 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-40 - Quorum of directors.

A majority of the number of directors as fixed pursuant to Section 53-11-36 NMSA 1978 shall constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. 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. 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 articles of incorporation or the bylaws. History: 1953 Comp., § 51-24-39, enacted by Laws 1967, ch. 81, § 39; 1975, ch. 64, § 20. ANNOTATIONSCompiler's notes. — This section is derived from Section 40 of the ABA Model Business Corporation Act. Am. 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 § 53-11-42 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-42 - Place and notice of directors' meetings; committee meetings.

Meetings of the board of directors, regular or special, or any committee designated thereby, may be held either within or without this state. Regular meetings of the board of directors or any committee designated thereby may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors or any committee designated thereby shall be held upon the notice prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where 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 or any committee designated thereby 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., § 51-24-41, enacted by Laws 1967, ch. 81, § 41; 1975, ch. 64, § 21. ANNOTATIONSCompiler's notes. — This section is derived from Section 43 of the ABA Model Business Corporation Act. Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975). Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1446 to 1450, 1464 to 1466, 1475. Informality of meeting of directors as affecting action taken thereat, 64 A.L.R. 712. Admissibility of oral evidence as to proceedings at meetings of stockholders or directors, 66 A.L.R. 1328, 48 A.L.R.2d 1259. 19 C.J.S. Corporations §§ 463, 474.
NM Stat § 53-11-43 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-43 - Action by directors without a meeting.

Unless otherwise provided by the articles of incorporation or bylaws, any action required by the Business Corporation Act to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. The consent shall have the same effect as a unanimous vote. History: 1953 Comp., § 51-24-42, enacted by Laws 1967, ch. 81, § 42. ANNOTATIONSCompiler's notes. — This section is derived from Section 44 of the ABA Model Business Corporation Act.
NM Stat § 53-11-45 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-45 - Repealed.

ANNOTATIONSRepeals. — Laws 1983, ch. 304, § 73, repealed 53-11-45 NMSA 1978, as enacted by Laws 1967, ch. 81, § 44, relating to distributions from capital surplus, effective June 17, 1983.
NM Stat § 53-11-49 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-49 - Removal of officers.

Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create contract rights. History: 1953 Comp., § 51-24-47, enacted by Laws 1967, ch. 81, § 47. ANNOTATIONSCompiler's notes. — This section is derived from Section 51 of the ABA Model Business Corporation Act. Resolution held not to be removal. — A resolution suspending a newspaper executive during the period of litigation between him and the newspaper corporation was not a removal within the meaning of this section. McKinney v. Gannett Co., 660 F. Supp. 984 (D.N.M. 1981), appeal dismissed, 694 F.2d 1240 (10th Cir. 1982). Subsequent ratification not curing breach. — Subsequent ratification by the board of directors of its removal of an officer in breach of an employment agreement could not cure the breach. McKinney v. Gannett Co., 660 F. Supp. 984 (D.N.M. 1981), appeal dismissed, 694 F.2d 1240 (10th Cir. 1982). Contract rights of person not removed. — The underlying policy of this section giving precedence to contract rights implied that a former newspaper owner who sued a successor newspaper corporation for breach of his contract with the corporation could maintain his contract rights, even though it was another officer who was removed without the former owner's permission. McKinney v. Gannett Co., 660 F. Supp. 984 (D.N.M. 1981), appeal dismissed, 694 F.2d 1240 (10th Cir. 1982). Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1427 to 1444. Directors' power to remove officers or fellow directors, 63 A.L.R. 776. Construction, application and effect of statute empowering removal of officer, agent or employee at pleasure, 111 A.L.R. 894. Removal by court of director or officer of private corporation, 124 A.L.R. 364. Bylaw authorizing removal of officer at any time as affecting contract of employment for specified period, 145 A.L.R. 312. "Golden parachute" defense to hostile corporate takeover, 66 A.L.R.4th 138. 19 C.J.S. Corporations §§ 454 to 457.
NM Stat § 53-11-51 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-51 - Shares held for account.

A. 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: (1) the types or groups of shareholders who may certify; (2) the purpose or purposes for which the certification may be made; (3) the form of certification and information to be contained therein; (4) the deadline, if any, within which the certification must be received by the corporation; and (5) such other provisions with respect to the procedure as are deemed necessary or desirable. B. 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: 1953 Comp., § 51-24-49, enacted by Laws 1975, ch. 64, § 26.
NM Stat § 53-12-1 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 12 - Business Corporations; Formation of Corporations|Section 53-12-1 - Incorporators.

One or more persons or a domestic or foreign corporation may act as incorporator of a corporation by signing and delivering an original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, to the commission [secretary of state] of articles of incorporation for the corporation. History: 1953 Comp., § 51-25-1, enacted by Laws 1967, ch. 81, § 49; 2003, ch. 318, § 34. 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 53 of the ABA Model Business Corporation Act. The 2003 amendment, effective July 1, 2003, deleted "or incorporators" following "act as incorporator" and substituted "an original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original" for "in duplicate" following "signing an delivering". Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 189, 190. Liability of attorney for improper or ineffective incorporation of client, 40 A.L.R.4th 535. 18 C.J.S. Corporations § 25 et seq.
NM Stat § 53-12-4 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 12 - Business Corporations; Formation of Corporations|Section 53-12-4 - Effect of incorporation.

Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, upon delivery of the articles of incorporation to the 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 Business Corporation Act, except as against this state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation. History: 1953 Comp., § 51-25-4, enacted by Laws 1967, ch. 81, § 52; 1983, ch. 304, § 44. 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 56 of the ABA Model Business Corporation Act. Cross references. — For definition of "commission," see 53-11-2L NMSA 1978. The 1983 amendment, effective June 17, 1983, deleted "issuance of certificate of" preceding "incorporation" in the catchline and substituted "Unless the commission . . . to the commission," for "Upon the issuance of the certificate of incorporation," at the beginning of the section. Statutory conditions to be met after incorporation are conditions subsequent. — Statutory conditions to the right to engage in business, to be performed after the corporation has been formed, are conditions subsequent, and while noncompliance therewith may give the state a right to proceed to forfeit the franchise, such noncompliance in the absence of such proceeding does not in anywise affect the legal existence of the corporation. Scott Graphics, Inc. v. Mahaney, 1976-NMCA-038, 89 N.M. 208, 549 P.2d 623, cert. denied, 89 N.M. 322, 551 P.2d 1369. Law reviews. — 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. — 18 Am. Jur. 2d Corporations § 67. 18 C.J.S. Corporations §§ 45 to 61.
NM Stat § 53-12-5 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 12 - Business Corporations; Formation of Corporations|Section 53-12-5 - Organization meeting of directors.

After the issuance of the certificate of incorporation, an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the directors named in the articles of incorporation, for the purpose of adopting bylaws, electing officers and the transaction of other business as may come before the meeting. The directors calling the meeting shall give at least three days' notice thereof by mail to each director so named, stating the time and place of the meeting. History: 1953 Comp., § 51-25-6, enacted by Laws 1967, ch. 81, § 54; 1975, ch. 64, § 28. ANNOTATIONSCompiler's notes. — This section is derived from Section 57 of the ABA Model Business Corporation Act. Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975). Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 220, 221.
NM Stat § 53-12-6 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 12 - Business Corporations; Formation of Corporations|Section 53-12-6 - Repealed.

ANNOTATIONSRepeals. — Laws 1993, ch. 318, § 6 repealed 53-12-6 NMSA 1978, as enacted by Laws 1991, ch. 170, § 8, 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 § 53-13-3 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 13 - Business Corporations; Amendment of Articles of Incorporation|Section 53-13-3 - Class voting on amendments.

The holders of the outstanding shares of a class may vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would: A. effect an exchange, reclassification or cancellation of all or part of the shares or the class; B. effect an exchange or create a right of exchange of all or any part of the shares of another class into the shares of the class; C. change the designations, preferences, limitations or relative rights of the shares of the class; D. change the shares of the class into the same or a different number of shares of the same class or another class; E. create a new class of shares having rights and preferences prior and superior to the shares of the class or increase the rights and preferences or the number of authorized shares of any class having rights and preferences prior or superior to the shares of the class; F. in the case of a preferred or special class of shares, divide the shares of the class into series and fix and determine the designation of the series and the variations in the relative rights and preferences between the shares of the series or authorize the board of directors to do so; G. limit or deny the existing preemptive rights of the shares of the class; or H. cancel or otherwise affect dividends on the shares of the class which have accrued but have not been declared. History: 1953 Comp., § 51-26-3, enacted by Laws 1967, ch. 81, § 57; 1975, ch. 64, § 30; 1983, ch. 304, § 47; 2001, ch. 200, § 52. ANNOTATIONSCompiler's notes. — This section is derived from Section 60 of the ABA Model Business Corporation Act. The 2001 amendment, effective July 1, 2001, deleted former Subsection A, which read "increase or decrease the aggregate number of authorized shares of the class", and renumbered the remaining Subsections accordingly. The 1983 amendment, effective June 17, 1983, redesignated former Subsections C to J as present Subsections B to I, respectively, deleted former Subsection B, which read "increase or decrease the par value of the shares of the class" deleted "whether with or without par value," preceding "into" and deleted "either with or without par value" preceding "of the same" in Subsection E, and deleted "or classes" at the end of Subsection E. Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).