reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 7A - Economic Development Corporation › Section 53-7A-5 - Corporation; duties.

Pursuant to policies established by its board of directors and as directed by its president, the corporation shall:
A. establish relationships with communities throughout New Mexico in order to understand their economic development goals;
B. work for those communities in recruiting the types of businesses and jobs that have been identified by the communities;
C. solicit economic development funds from federal and private sources;
D. participate in economic development conferences and job fairs in order to educate businesses throughout the country and the world on the economic benefits and other attractions of New Mexico;
E. sponsor such forums and conferences as are necessary in order to empower New Mexico businesses and citizens with those business skills needed to compete in a worldwide economy; and
F. perform such other activities as are needed to further the purposes of the Economic Development Corporation Act.
History:
Laws 2003, ch. 183, § 5.
ANNOTATIONS
Effective dates.
— Laws 2003, ch. 183 contained no effective date provision, but, pursuant to N.M. Const., art. IV, § 23, was effective June 20, 2003, 90 days after adjournment of the legislature.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 7A - Economic Development Corporation › Section 53-7A-6 - Application of other laws.

A. The corporation formed pursuant to the Economic Development Corporation Act is separate and apart from the state and shall not be deemed an agency, public body or other political subdivision of New Mexico for purposes of applying laws relating to personnel, procurement of goods and services, gross receipts tax, disposition or acquisition of property, capital outlays and per diem and mileage.
B. Notwithstanding the provisions of the Open Meetings Act [Chapter 10, Article 15 NMSA 1978], meetings of the corporation shall be closed to the public when proprietary technical or business information or any information regarding location or expansion of a business is discussed.
C. Information obtained by the corporation that is proprietary technical or business information or related to the possible relocation or expansion of a business shall be confidential and not subject to inspection pursuant to the Inspection of Public Records Act [Chapter 14, Article 2 NMSA 1978].
D. The corporation, its officers, directors and employees shall be granted immunity from liability for any tort as provided in the Tort Claims Act [41-4-1 to 41-4-27 NMSA 1978] and may enter into agreements with insurance carriers to insure against a loss in connection with its operations even though the loss may be included among losses covered by the risk management fund of New Mexico.
History:
Laws 2003, ch. 183, § 6.
ANNOTATIONS
Effective dates.
— Laws 2003, ch. 183 contained no effective date provision, but, pursuant to N.M. Const., art. IV, § 23, was effective June 20, 2003, 90 days after adjournment of the legislature.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 7A - Economic Development Corporation › Section 53-7A-6 - Application of other laws. (Effective July 1, 2024.)

A. The corporation formed pursuant to the Economic Development Corporation Act is separate and apart from the state and shall not be deemed an agency, public body or other political subdivision of New Mexico for purposes of applying laws relating to personnel, procurement of goods and services, gross receipts tax, disposition or acquisition of property, capital outlays and per diem and mileage; provided that the corporation shall be deemed an executive branch agency for purposes of receiving marketing services from the tourism department.
B. Notwithstanding the provisions of the Open Meetings Act [Chapter 10, Article 15 NMSA 1978], meetings of the corporation shall be closed to the public when proprietary technical or business information or any information regarding location or expansion of a business is discussed.
C. Information obtained by the corporation that is proprietary technical or business information or related to the possible relocation or expansion of a business shall be confidential and not subject to inspection pursuant to the Inspection of Public Records Act [Chapter 14, Article 2 NMSA 1978].
D. The corporation, its officers, directors and employees shall be granted immunity from liability for any tort as provided in the Tort Claims Act [41-4-1 to 41-4-27 NMSA 1978 ] and may enter into agreements with insurance carriers to insure against a loss in connection with its operations even though the loss may be included among losses covered by the risk management fund of New Mexico.
History:
Laws 2003, ch. 183, § 6; 2023, ch. 18, § 2.
ANNOTATIONS
The 2023 amendment,
effective July 1, 2024, provided that the corporation formed pursuant to the Economic Development Corporation Act shall be deemed an executive branch agency for purposes of receiving marketing services from the tourism department; and in Subsection A, added "provided that the corporation shall be deemed an executive branch agency for purposes of receiving marketing services from the tourism department".
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 7B - New Mexico Research Applications › Section 53-7B-1 - Short title.

Sections 1 through 10 [53-7B-1 to 53-7B-10 NMSA 1978] of this act may be cited as the "New Mexico Research Applications Act".
History:
Laws 2009, ch. 66, § 1.
ANNOTATIONS
Emergency clauses.
— Laws 2009, ch. 66, § 16 contained an emergency clause and was approved April 2, 2009.
Temporary provisions.
— Laws 2009, ch. 66, § 14 provided that on April 2, 2009, all personnel, appropriations, money, records, property, equipment and supplies of the technology research collaborative shall be transferred to the economic development department for the use of the research applications center and all existing contracts, agreements and obligations in effect for the technology research collaborative shall be binding and effective on the economic development department.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 7B - New Mexico Research Applications › Section 53-7B-2 - Purposes.

The purposes of the New Mexico Research Applications Act are to:
A. promote the public welfare and prosperity of the people of New Mexico;
B. foster economic development in the area of intellectual property within New Mexico;
C. attract investments that will drive technological innovations in New Mexico;
D. create high-value technology jobs in New Mexico with appropriately trained employees to fill such jobs;
E. forge links, critical partnerships and collaboration among New Mexico's business communities, universities, private foundations, national laboratories and government through the development of a research applications center;
F. support educational initiatives in science, technology, engineering and mathematics in the state to ensure the availability of the future work force required to meet the goals of the New Mexico Research Applications Act; and
G. engage in cooperative ventures related to the use of research and development applications, including the use of research and development applications as a means of enhancing state and local resource development and promoting innovative technological advances in the areas of economic, community and work force development; education; science; technology; engineering; mathematics; research and development; conservation; and health care, within New Mexico.
History:
Laws 2009, ch. 66, § 2.
ANNOTATIONS
Emergency clauses.
— Laws 2009, ch. 66, § 16 contained an emergency clause and was approved April 2, 2009.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 7B - New Mexico Research Applications › Section 53-7B-3 - Definitions.

As used in the New Mexico Research Applications Act:
A. "board" means the board of directors of the research applications center;
B. "department" means the economic development department;
C. "research applications center" means the nonprofit corporation created pursuant to the Nonprofit Corporation Act [Chapter 53, Article 8 NMSA 1978] and the New Mexico Research Applications Act;
D. "technological innovations" includes research, development, prototype assembly, manufacturing, patenting, licensing, marketing and sale of inventions, ideas, practices, applications, processes, machines and technology and related property rights of all kinds; and
E. "university" means:
(1) a New Mexico educational institution named in Article 12, Section 11 of the constitution of New Mexico;
(2) a community college organized pursuant to the Community College Act [Chapter 21, Article 13 NMSA 1978]; or
(3) a technical and vocational institute organized pursuant to the Technical and Vocational Institute Act [Chapter 21, Article 16 NMSA 1978].
History:
Laws 2009, ch. 66, § 3.
ANNOTATIONS
Emergency clauses.
— Laws 2009, ch. 66, § 16 contained an emergency clause and was approved April 2, 2009.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 7B - New Mexico Research Applications › Section 53-7B-6 - Applicability of other laws.

A. Except as otherwise provided in the New Mexico Research Applications Act, the research applications center shall not be deemed to be the state, or one of its agencies, instrumentalities, institutions or political subdivisions for the purpose of applying any other laws, including those relating to personnel, meetings of the board, gross receipts taxes, disposition or acquisition of property, capital outlays, per diem and mileage and inspection of records.
B. The research applications center shall be deemed:
(1) an agency of the state when applying laws relating to the furnishing of goods and services by the research applications center to the state or any other agency, political subdivision or institution of the state;
(2) a local public body for purposes of the Procurement Code [13-1-28 to 13-1-199 NMSA 1978], except that the board may exempt a specific procurement from the application of the Procurement Code if it makes a finding that compliance with the Procurement Code would impede the purposes of the New Mexico Research Applications Act; and
(3) a governmental entity for purposes of the Tort Claims Act [41-4-1 to 41-4-27 NMSA 1978]; provided that the research applications center may enter into agreements with insurance carriers to insure against risk in connection with its operations even though the risk may be included among the risks covered by the Tort Claims Act.
History:
Laws 2009, ch. 66, § 6.
ANNOTATIONS
Emergency clauses.
— Laws 2009, ch. 66, § 16 contained an emergency clause and was approved April 2, 2009.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 7B - New Mexico Research Applications › Section 53-7B-7 - Annual audit and report.

A. The board shall contract annually with an independent certified public accountant, approved by the state auditor, to perform an examination and audit of the accounts and books of the research applications center, including its receipts, disbursements, contracts, leases, sinking funds, investments and any other records and papers relating to its financial standing. The certified public accountant shall make a determination as to whether the research applications center has complied with the provisions of the New Mexico Research Applications Act. The person performing the audit shall furnish copies of the audit report to the governor; the public regulation commission [secretary of state], where they shall be placed on file and made available for inspection by the general public; and the legislative finance committee.
B. An annual report of the activities during the previous fiscal year of the research applications center shall be provided by the board to the legislative finance committee at least ninety days in advance of each regular legislative session. The report shall contain an operating budget for the current fiscal year, a proposed budget for the next fiscal year, a list of the present employee positions and the salaries paid for each position and a list of all contracts entered into during the past fiscal year and the current fiscal year to date and the amount expended to date under each contract. The legislative finance committee shall forward any report submitted to any interim or standing legislative committees as deemed appropriate. Upon request of the appropriate committee, the board or the board of directors of any corporation formed by the research applications center shall appear before any interim or standing legislative committee to provide an accounting of all activities.
History:
Laws 2009, ch. 66, § 7.
ANNOTATIONS
Bracketed 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.
Emergency clauses.
— Laws 2009, ch. 66, § 16 contained an emergency clause and was approved April 2, 2009.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 7B - New Mexico Research Applications › Section 53-7B-8 - Conflicts of interest.

A. If any director, officer or employee of the research applications center is interested directly or indirectly or is an officer or employee of or has any ownership interest in a legal entity interested directly or indirectly in a contract or potential contract with the research applications center, except for any agency, instrumentality, institution or political subdivision of the state, the interest shall be disclosed to the board and shall be set forth in the minutes of the board. The director, officer or employee having the interest shall not participate on behalf of the research applications center in the authorization of the contract.
B. Any director, officer or employee of the research applications center shall enter into a nondisclosure agreement that at a minimum provides:
(1) a clear description of confidential information that the research applications center may disclose to the director, officer or employee;
(2) a clear description of the limitations on the use of confidential information by the director, officer or employee;
(3) a confidentiality period that requires the director, officer or employee to hold confidential information in confidence until that information becomes generally publicly known;
(4) that the director, officer or employee shall be prohibited from acquiring an intellectual property right;
(5) for the return of all confidential information to the research applications center upon request;
(6) remedies for unauthorized disclosure of confidential information under the nondisclosure agreement, which may provide for liquidated damages, specific performance or injunction against further disclosure or breach, in addition to all other remedies available at law or equity to the research applications center for unauthorized disclosure of confidential information by the director, officer or employee; and
(7) for the award of reasonable attorney fees and costs incurred by the research applications center in seeking enforcement of the nondisclosure agreement.
C. Nothing in this section shall prohibit an officer, director or employee of a financial institution from participating as a member of the board in setting general policies of the research applications center, nor shall any provision of this section be construed as prohibiting a financial institution of New Mexico from making loans guaranteed pursuant to the provisions of the New Mexico Research Applications Act because an officer, director or employee of the financial institution serves as a member of the board.
History:
Laws 2009, ch. 66, § 8.
ANNOTATIONS
Emergency clauses.
— Laws 2009, ch. 66, § 16 contained an emergency clause and was approved April 2, 2009.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 7B - New Mexico Research Applications › Section 53-7B-9 - Contracts involving public employees.

Except as provided in Section 10 of the New Mexico Research Applications Act, the research applications center shall not enter into any contract involving services or property of a value in excess of twenty thousand dollars ($20,000) with an employee of the state or one of its agencies, instrumentalities, institutions or political subdivisions or with a business in which the employee has a controlling interest unless the board makes a determination, in writing, that the employee:
A. is employed by a university;
B. is principally involved in research, public service, economic development or instruction; and
C. is able to provide services that are not readily available from another person or is able to provide services that are less expensive or of higher quality than are otherwise available.
History:
Laws 2009, ch. 66, § 9.
ANNOTATIONS
Emergency clauses.
— Laws 2009, ch. 66, § 16 contained an emergency clause and was approved April 2, 2009.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 7B - New Mexico Research Applications › Section 53-7B-10 - Transfer of technology; ownership of intellectual property.

A. Notwithstanding the provisions of Section 9 [53-7B-9 NMSA 1978] of the New Mexico Research Applications Act, Section 10-16-7, 13-1-190, 21-1-17 or 21-1-35 NMSA 1978 or of any other statute, ordinance or policy regulating the conduct of public employees, an officer or employee of a university who is principally involved in research, public service, economic development or instruction may, subject to Subsection B of this section, apply to the secretary of economic development for permission to establish and maintain a substantial interest in a private entity that provides or receives equipment, material, supplies or services in connection with the research applications center in order to facilitate the transfer of technology developed by the officer or employee from the research applications center to commercial and industrial enterprises for economic development.
B. The secretary of economic development may grant the permission only if all of the following conditions are met:
(1) the employer of the officer or employee certifies to the secretary that the employer does not object to the proposed relationship;
(2) the officer or employee provides a detailed description of the officer's or employee's interest in the private entity;
(3) the nature of the proposed undertaking is fully described;
(4) the officer or employee demonstrates, to the satisfaction of the secretary, that the proposed undertaking may benefit the economy of this state;
(5) the officer or employee demonstrates to the satisfaction of the secretary that the proposed undertaking will not adversely affect research, public service or instructional activities at any educational institution; and
(6) the officer's or employee's interest in the private entity or benefit from the interest will not adversely affect any substantial state interest.
C. An officer or employee of a university who is principally involved in research, public service, economic development or instruction may develop, create or commercialize new intellectual property for the state and encourage new opportunities for business and increased jobs. Intellectual property created by an employee or agent of a university associated with the research applications center shall be owned by the university. Intellectual property created jointly shall be owned jointly. If the intellectual property is created using federal funds, the applicable federal laws and regulations shall govern the ownership.
D. The board may establish policies for the implementation of this section.
History:
Laws 2009, ch. 66, § 10.
ANNOTATIONS
Emergency clauses.
— Laws 2009, ch. 66, § 16 contained an emergency clause and was approved April 2, 2009.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-1 - Short title.

Chapter 53, Article 8 NMSA 1978 may be cited as the "Nonprofit Corporation Act".
History:
1953 Comp., § 51-14-43, enacted by Laws 1975, ch. 217, § 1; 1977, ch. 178, § 1; 1998, ch. 108, § 25.
ANNOTATIONS
Cross references.
— For exemption from franchise tax,
see
53-8-28 NMSA 1978.
For constitutional provision creating tax exempt property,
see
N.M. Const., art. VIII, § 3.
For exemptions from income tax,
see
7-2-4 NMSA 1978.
The 1998 amendment,
effective January 1, 1999, substituted "Chapter 53, Article 8 NMSA 1978" for "Article 14 of Chapter 51, NMSA 1953" at the beginning of the section.
Law reviews.
— For article, "The Profitable Nonprofit Corporation: Business Activity and Tax Exemption Under Section 501(c)(3) of I.R.C.," see 1 N.M.L. Rev. 563 (1971).
For article, "1983 Amendments to the New Mexico Business Corporation Act and Related Statutes," see 14 N.M.L. Rev. 371 (1984).
For note, "Corporate Law Formulating and Applying a 'Proper Purpose' Analysis to a Books and Records Inspection Request Schein v. N. Rio Arriba Elec. Coop., Inc.," see 28 N.M.L. Rev. 133 (1998).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 15 Am. Jur. 2d Charities § 176; 18 Am. Jur. 2d Corporations § 32.
7 C.J.S. Associations § 54.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-3 - Applicability.

A. The provisions of the Nonprofit Corporation Act relating to domestic corporations apply to:
(1) all corporations organized under that act; and
(2) all nonprofit corporations organized under any acts repealed by the Nonprofit Corporation Act, for a purpose or purposes for which a corporation might be organized under that act.
B. The provisions of the Nonprofit Corporation Act relating to foreign corporations apply to all foreign nonprofit corporations conducting affairs in New Mexico for a purpose or purposes for which a corporation might be organized under that act.
History:
1953 Comp., § 51-14-45, enacted by Laws 1975, ch. 217, § 3.
ANNOTATIONS
Compiler's notes.
— For acts repealed by the Nonprofit Corporation Act,
see
Laws 1975, ch. 217, § 98, which repealed 51-14-20 to 51-14-42, 1953 Comp., effective July 1, 1976.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-4 - Purposes.

Corporations may be organized under the Nonprofit Corporation Act for any lawful purpose or purposes, including, without being limited to, any one or more of the following purposes: charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial or trade association.
History:
1953 Comp., § 51-14-46, enacted by Laws 1975, ch. 217, § 4.
ANNOTATIONS
Prepaid group visual care program.
— It would be legal to organize a nonprofit organization for a prepaid group visual care program under the laws of the state of New Mexico, despite the fact that no specific authorization has as yet been granted by way of legislative enactment. 1959 Op. Att'y Gen. No. 59-156 (rendered under former law).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 15 Am. Jur. 2d Charities § 171, 173, 174, 176; 18A Am. Jur. 2d Corporations §§ 194, 195.
Implied power of corporation belonging to one of the three classes, religious, charitable or educational, to promote, or to accept gifts for, objects which more appropriately pertain to the purposes of those in one of the other classes, 121 A.L.R. 1526.
Nonprofit purposes and character which warrant creation of nonprofit corporation, 16 A.L.R.2d 1345.
10 C.J.S. Beneficial Associations § 7; 18 C.J.S. Corporations § 28.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-6 - Defense of ultra vires.

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do the act or to make or receive the conveyance or transfer, but such lack of capacity or power may be asserted:
A. in a proceeding by a member or a director against the corporation to enjoin the doing or continuation of unauthorized 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 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 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; or
B. in a proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through members in a respresentative [representative] suit, against the officers or directors of the corporation for exceeding their authority.
History:
1953 Comp., § 51-14-48, enacted by Laws 1975, ch. 217, § 6.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1283 to 1340, 1990 to 2072.
19 C.J.S. Corporations §§ 573 to 579.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-7 - Corporate name.

The corporate name and, if different, the name under which the corporation proposes to transact business in New Mexico shall not:
A. contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation; and
B. be the same as, or confusingly similar to, the name of any corporation, whether for profit or not for profit, existing under the laws of New Mexico, or any foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in New Mexico, or a corporate name reserved or registered as permitted by the laws of New Mexico.
History:
1953 Comp., § 51-14-49, enacted by Laws 1975, ch. 217, § 7; 2021, ch. 68, § 1.
ANNOTATIONS
The 2021 amendment,
effective July 1, 2021, applied the provisions of this section to the name under which a corporation proposes to transact business in New Mexico if it is different than the corporate name; in the introductory paragraph, after "The corporate name", added "and, if different, the name under which the corporation proposes to transact business in New Mexico shall not"; and in Subsections A and B, deleted "shall not".
Similar name.
— Fraternal organization was restrained from holding itself out as the Masonic Grand Lodge, Colored for the jurisdiction of New Mexico and use of name "Free and Accepted Masons of New Mexico" and "A. F. and A. M. (Colored)" of New Mexico, which rendered it strikingly similar to other grand lodges, resulting in confusion and tending to deceive the public.
Prince Hall Grand Lodge v. Most Worshipful King Solomon Grand Lodge
, 1957-NMSC-011, 62 N.M. 255, 308 P.2d 581.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 273, 283.
Right of charitable or religious association or corporation to protection against use of same or similar name by another, 37 A.L.R.3d 277.
18 C.J.S. Corporations §§ 98 to 105.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-8 - Registered office and registered agent.

Each corporation shall have and continuously maintain in New Mexico:
A. a registered office which may be, but need not be, the same as its principal office; and
B. a registered agent, which agent may be either an individual resident in New Mexico whose business office is identical with such registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in New Mexico, having an office identical with such registered office.
History:
1953 Comp., § 51-14-50, enacted by Laws 1975, ch. 217, § 8.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-10 - 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., § 51-14-52, enacted by Laws 1975, ch. 217, § 10.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2192 to 2214.
19 C.J.S. Corporations §§ 721 to 735.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-11 - Members.

A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be set forth in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership therein.
History:
1953 Comp., § 51-14-53, enacted by Laws 1975, ch. 217, § 11.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— Right of member of nonprofit association or corporation to possession, inspection, or use of membership list, 37 A.L.R.4th 1206.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-12 - Bylaws.

A. The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation.
B. The initial bylaws and any subsequent bylaws whether by amendment, repeal or new adoption shall be executed by two authorized officers of the corporation. The bylaws in effect for the corporation shall be maintained at the corporation's principal office in New Mexico and shall be subject to inspection and copying by the public. If the most recently adopted bylaws are so maintained, they shall not be void, notwithstanding any requirements of prior law. The corporation may charge a reasonable fee for copying its bylaws, not to exceed one dollar ($1.00) per page.
History:
1953 Comp., § 51-14-54, enacted by Laws 1975, ch. 217, § 12; 1977, ch. 178, § 4; 2003, ch. 318, § 9.
ANNOTATIONS
The 2003 amendment,
effective July 1, 2003, in Subsection B, substituted "two authorized officers of the corporation" for "the corporation's chief officer and by its secretary or assistant secretary and filed with the commission. Such bylaws shall be void until filed with the commission" following "be executed by", and added the last three sentences.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 310 to 332.
18 C.J.S. Corporations §§ 111 to 121.
2023 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.
ANNOTATIONS
Am. 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.
2023 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.
ANNOTATIONS
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.
2023 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.
ANNOTATIONS
Am. 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.
2023 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.
ANNOTATIONS
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.
18 C.J.S. Corporations § 370.
2023 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.
ANNOTATIONS
Am. 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.
2023 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.
ANNOTATIONS
The 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.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-18.1 - Repealed.

ANNOTATIONS
Repeals.
— 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
.
2023 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.
2023 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.
ANNOTATIONS
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.
2023 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.
ANNOTATIONS
Am. 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.
2023 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.
ANNOTATIONS
The 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.