reglab/housing_qa huggingface dataset:
NM Stat § 53-11-20 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-20 - Stock rights and options.

Subject to any provisions in respect thereof set forth in its articles of incorporation, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders thereof to purchase from the corporation shares of any class or classes. Such rights or options shall be evidenced in the manner approved by the board of directors and, subject to the provisions of the articles of incorporation, shall set forth the terms upon which, the time or times within which and the price or prices at which the shares may be purchased from the corporation upon the exercise of any such right or option. In the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of the consideration received for the rights or options is conclusive. History: 1953 Comp., § 51-24-19, enacted by Laws 1967, ch. 81, § 19; 1975, ch. 64, § 9; 1983, ch. 304, § 31; 2001, ch. 200, § 46. ANNOTATIONSCompiler's notes. — This section is derived from Section 20 of the ABA Model Business Corporation Act. The 2001 amendment, effective July 1, 2001, deleted the former third sentence, which read "Unless otherwise provided in the articles of incorporation, if the rights or options have been or are to be issued to directors, officers or employees as such of the corporation or of any subsidiary thereof, and not to the shareholders generally, their issuance shall be approved or ratified by the affirmative vote of the holders of a majority of the shares entitled to vote thereon or shall be authorized by and consistent with a plan approved or ratified by such a vote of shareholders.". The 1983 amendment, effective June 17, 1983, inserted "Unless otherwise provided in the articles of incorporation," at the beginning of the third sentence, inserted "have been or" near the beginning of the third sentence, inserted "or ratified" near the middle of the third sentence, and deleted the former last sentence, which read "The price or prices to be received for any shares having a par value, other than treasury shares to be issued upon the exercise of such rights or options, shall not be less than the par value thereof." Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1957 to 1983. 18 C.J.S. Corporations § 122 et seq.
NM Stat § 53-11-21 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-21 - Repealed.

ANNOTATIONSRepeals. — Laws 1983, ch. 304, § 73, repealed 53-11-21 NMSA 1978, as enacted by Laws 1967, ch. 81, § 20, relating to determination of the amount of stated capital, effective June 17, 1983.
NM Stat § 53-11-22 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-22 - Expenses of organization, reorganization and financing.

The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by the corporation, either out of the consideration received by it in payment for its shares, or by issuance of its shares, without thereby rendering the shares not fully paid. History: 1953 Comp., § 51-24-21, enacted by Laws 1967, ch. 81, § 21; 1983, ch. 304, § 32. ANNOTATIONSCompiler's notes. — This section is derived from Section 22 of the ABA Model Business Corporation Act. The 1983 amendment, effective June 17, 1983, deleted "or assessable" at the end of the section.
NM Stat § 53-11-24 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-24 - Fractional shares.

A. A corporation may: (1) issue fractions of a share, either represented by a certificate or uncertificated; (2) arrange for the disposition of fractional interests by those entitled thereto; (3) pay in money the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or (4) issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share or an uncertificated full share upon the surrender of such scrip aggregating a full share. B. A certificate for a fractional share or an uncertificated fractional share shall, but scrip shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares or uncertificated full shares before a specified date, or subject to the condition that the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of the scrip, or subject to any other conditions which the board of directors may deem advisable. History: 1953 Comp., § 51-24-23, enacted by Laws 1967, ch. 81, § 23; 1975, ch. 64, § 11; 1983, ch. 304, § 34. ANNOTATIONSCompiler's notes. — This section is derived from Section 24 of the ABA Model Business Corporation Act. The 1983 amendment, effective June 17, 1983, inserted "either represented by a certificate or uncertificated" in Paragraph (1) of Subsection A, substituted "money" for "cash" in Paragraph (3) of Subsection A, inserted "or an uncertificated full share" in Paragraph (4) of Subsection A, and inserted "or an uncertificated fractional share" in the first and second sentences of Subsection B. 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). Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations § 1022.
NM Stat § 53-11-26 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-26 - Shareholders' preemptive rights.

Except to the extent limited or denied by this section or by the articles of incorporation, shareholders shall have a preemptive right to acquire authorized but unissued shares, or securities convertible into such shares or carrying a right to subscribe to or acquire shares. Unless otherwise provided in the articles of incorporation: A. holders of shares of any class that is preferred or limited as to dividends or assets shall not be entitled to any preemptive right; B. holders of shares of common stock shall not be entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock; C. holders of common stock without voting power shall have no preemptive right to shares of common stock with voting power; and D. the preemptive right shall be only an opportunity to acquire shares or other securities under such terms and conditions as the board of directors may fix for the purpose of providing a fair and reasonable opportunity for the exercise of such right. History: 1953 Comp., § 51-24-25, enacted by Laws 1975, ch. 64, § 12; 1983, ch. 304, § 35. ANNOTATIONSCompiler's notes. — This section is derived in part from Section 26 of ABA Model Business Corporation Act. The 1983 amendment, effective June 17, 1983, substituted "authorized but unissued" for "unissued or treasury" preceding "shares" in the first sentence of the introductory language. Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporations 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 §§ 525 to 539. 18 C.J.S. Corporations § 133.
NM Stat § 53-11-28 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-28 - Meetings of shareholders.

A. Meetings of shareholders may be held at any place within or without this state in accordance with the bylaws. If no other place is designated in, or fixed in accordance with, the bylaws, meetings shall be held at the principal place of business of the corporation. B. An annual meeting of the shareholders shall be held at the time designated in or fixed in accordance with the bylaws. If the annual meeting is not held within any thirteen-month period, the district court may, on the application of any shareholder, order a meeting to be held. C. Special meetings of the shareholders may be called by the board of directors, the holders of not less than one-tenth of all the shares entitled to vote at the meeting or such other persons as may be authorized in the articles of incorporation or the bylaws. History: 1953 Comp., § 51-24-27, enacted by Laws 1967, ch. 81, § 27; 1975, ch. 64, § 13; 2001, ch. 200, § 47. ANNOTATIONSSpecial shareholder meeting was effective to remove board member. — Where majority shareholder of debtor corporation, who was also a director and president of the corporation, called a special shareholder's meeting for the express purpose of voting on the election of new officers and the removal of current officers or directors, and where at the shareholders' meeting the only other director of the corporation was removed as a director, officer and employee of the corporation, the special meeting of the shareholders was effective to remove the director of the corporation despite the corporation's bylaws not allowing a reduction in the number of directors to have the effect of shortening the term of an incumbent director, because this section authorizes a shareholder with at least 10% voting interest to call a special shareholder's meeting, and in this case the removal of the director merely created a vacancy, it did not decrease the number of directorships which would have resulted in the shortening of the term of an incumbent director. In re Sandia Tobacco Mfrs., Inc., 571 B.R. 449 (2017).Compiler's notes. — This section is derived from Section 28 of the ABA Model Business Corporation Act. The 2001 amendment, effective July 1, 2001, substituted "principal place of business" for "registered office" in Subsection A. 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. — 19 Am. Jur. 2d Corporations §§ 948 to 962; 18B Am. Jur. 2d Corporations §§ 1365 to 1367, 1436. Time for regular meeting of stockholders, power of directors to change, 2 A.L.R. 558, 8 A.L.R. 678. Informality of meeting of stockholders as affecting action taken thereat, 51 A.L.R. 941. Admissibility of oral evidence as to proceedings at meetings of stockholders or directors, 66 A.L.R. 1328, 48 A.L.R.2d 1259. Remedies to restrain or compel holding of stockholders' meetings, 48 A.L.R.2d 615. 18 C.J.S. Corporations §§ 362 to 396.
NM Stat § 53-11-29 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-29 - Notice of shareholders' meetings.

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, at the direction of the president, the secretary or the officer or persons calling the meeting, to each shareholder of record 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 shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. Attendance of a shareholder in person or by proxy at a meeting constitutes a waiver of notice of the meeting, except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. History: 1953 Comp., § 51-24-28, enacted by Laws 1967, ch. 81, § 28. ANNOTATIONSCompiler's notes. — This section is derived from Section 29 of the ABA Model Business Corporation Act. Am. 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 § 53-11-30 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-30 - Closing of transfer books and fixing record date.

For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of a corporation may provide that the stock transfer books shall be closed for a stated period not to exceed fifty days. If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of, or to vote at, a meeting of shareholders, the books shall be closed for at least ten days immediately preceding the meeting. In lieu of closing the stock transfer books, the bylaws, or in the absence of an applicable bylaw, the board of directors may fix in advance a date as the record date for any such determination of shareholders, the date to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment thereof. History: 1953 Comp., § 51-24-29, enacted by Laws 1967, ch. 81, § 29. ANNOTATIONSCompiler's notes. — This section is derived from Section 30 of the ABA Model Business Corporation Act. Am. Jur. 2d, A.L.R. and C.J.S. references. — Transfer on corporate books as sufficient for gift of stock, 6 A.L.R.4th 250.
NM Stat § 53-11-31 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-31 - Voting list.

The officer or agent having charge of the stock transfer books for shares of a corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by, each, which list, for a period of ten days prior to the meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine the list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting. An officer or agent having charge of the stock transfer books who fails to prepare the list of shareholders, or keep it on file for a period of ten days, or produce and keep it open for inspection at the meeting, as provided in this section is liable to any shareholder suffering damage on account of the failure, to the extent of the damage. History: 1953 Comp., § 51-24-30, enacted by Laws 1967, ch. 81, § 30. ANNOTATIONSCompiler's notes. — This section is derived from Section 31 of the ABA Model Business Corporation Act. Omission of names of eligible voters. — In a shareholder election for a corporation's board of directors, the votes reflecting Class B shares of stock should have been counted in the candidates' totals, even though the voting list, prepared before the election, did not list the Class B shares and their owners. The Class B shareholders, who were entitled to vote by law, should not have been disenfranchised by another's misfeasance or malfeasance. Pena v. Westland Dev. Co., 1988-NMCA-052, 107 N.M. 560, 761 P.2d 438.
NM Stat § 53-11-32 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-32 - Quorum of shareholders.

Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. A quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding the voluntary withdrawal of enough shares to leave less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Business Corporation Act or the articles of incorporation. History: 1953 Comp., § 51-24-31, enacted by Laws 1967, ch. 81, § 31. ANNOTATIONSCompiler's notes. — This section is derived from Section 32 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 §§ 993 to 998; 18B Am. Jur. 2d Corporations § 1372. Stockholders required for quorum or vote as determined by number of shares, 63 A.L.R. 1106. 18 C.J.S. Corporations § 370.
NM Stat § 53-11-34 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-34 - Voting trusts and agreements among shareholders.

A. Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed ten years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a counterpart of the agreement with the corporation at its registered office, and by transferring their shares to the trustee or trustees for the purposes of the agreement. The trustee or trustees shall keep a record of the holders of voting trust certificates evidencing a beneficial interest in the voting trust, giving the names and addresses of all such holders and the number and class of the shares in respect of which the voting trust certificates held by each are issued, and shall deposit a copy of such record with the corporation at its registered office. Failure to keep or deposit the record as required by this subsection does not affect the validity of the agreement or any action taken pursuant to it. Any trustee or trustees who fail to keep or deposit the record as required is liable to any holder of a voting trust certificate suffering damage on account of the failure to the extent of the damage. The counterpart of the voting trust agreement deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and shall be subject to examination by any holder of record of voting trust certificates, either in person or by agent or attorney, at any reasonable time for any proper purpose. B. Agreements among shareholders regarding the voting of their shares, which agreements are not voting trusts or purported voting trusts, shall not be subject to the provisions of Subsection A of this section and shall be valid and specifically enforceable. History: 1953 Comp., § 51-24-33, enacted by Laws 1967, ch. 81, § 33; 1975, ch. 64, § 15. ANNOTATIONSCompiler's notes. — This section is derived from Section 34 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. — 18 Am. Jur. 2d Corporations § 24; 18A Am. Jur. 2d Corporations §§ 1112 to 1158, 1387. Powers of voting trustees, 159 A.L.R. 1067. Transfer of beneficiary's interest, validity of provision of voting trust against, 11 A.L.R.2d 1000. Removal of trustee of voting trust, 34 A.L.R.2d 1136. Agreement controlling the vote of corporate stock, 45 A.L.R.2d 799. Validity of voting trusts or other similar agreement for control of voting power of corporate stock, 98 A.L.R.2d 376. Validity of voting trust created by will, 77 A.L.R.4th 1194. 18 C.J.S. Corporations §§ 380 to 382.
NM Stat § 53-11-36 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 11 - Business Corporations; Substantive Provisions|Section 53-11-36 - Number and election of directors.

The number of directors of a corporation shall consist of one or more members. The number of directors shall be fixed by, or 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, but no decrease shall have the effect of shortening the term of any incumbent director. If the number of directors is not fixed by, or in the manner provided in, the bylaws or the articles of incorporation, the number shall be the same as the number of directors constituting the initial board of directors. The names and addresses of the members of the first board of directors shall be stated in the articles of incorporation. Such persons shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors as permitted by the Business Corporation Act. Each director shall hold office for the term for which the director is elected and until a successor has been elected and qualified. History: 1953 Comp., § 51-24-35, enacted by Laws 1967, ch. 81, § 35; 1975, ch. 64, § 17; 2003, ch. 318, § 33. ANNOTATIONSCompiler's notes. — This section is derived from Section 36 of the ABA Model Business Corporation Act. The 2003 amendment, effective July 1, 2003, deleted "except as to the number constituting the initial board of directors, which number shall be fixed by the articles of incorporation" following "or the bylaws". 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 §§ 1349 to 1352, 1360, 1362, 1363, 1381, 1395 to 1399. Construction and effect of corporate bylaws or articles relating to change in number of directors, 3 A.L.R.3d 623. 19 C.J.S. Corporations § 434 to 442.