reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 62 - Electric, Gas and Water Utilities › Article 19 - Public Regulation Commission › Section 62-19-22 - Record of proceedings.

Unless otherwise provided by law, the commission may by rule provide that oral proceedings before the commission may be taken by any means that provides a full and complete record, including tape recording or stenography. The commission by rule shall determine when tape recordings are transcribed. A party to the proceeding may request a copy of a tape recording or a written transcript if one is provided. The commission may charge a reasonable fee for a copy of a proceeding. Copy costs shall be determined by the commission by rule and money collected shall be deposited in the general fund.
History:
Laws 1998, ch. 108, § 16; § 8-8-16, recompiled as § 62-19-22 by Laws 2020, ch. 9, § 59.
ANNOTATIONS
Recompilations.
— Laws 2020, ch. 9, § 59 recompiled former 8-8-16 NMSA 1978 as 62-19-22 NMSA 1978, effective January 1, 2023.
2023 New Mexico Statutes › Chapter 62 - Electric, Gas and Water Utilities › Article 19 - Public Regulation Commission › Section 62-19-24 - Commission reports.

By December 1 of each year, the commission shall report to the legislature and the governor regarding its activities for the previous year in sufficient detail to disclose the workings of the commission and the impact of regulation on the industries regulated by the commission. The report may include suggestions and recommended changes in law, as the commission deems appropriate, that would be in the public interest.
History:
Laws 1998, ch. 108, § 20; § 8-8-20, recompiled as § 62-19-24 by Laws 2020, ch. 9, § 59.
ANNOTATIONS
Recompilations.
— Laws 2020, ch. 9, § 59 recompiled former 8-8-20 NMSA 1978 as 62-19-24 NMSA 1978, effective January 1, 2023.
2023 New Mexico Statutes › Chapter 62 - Electric, Gas and Water Utilities › Article 20 - Regional Water System Resiliency › Section 62-20-1 - Short title.

This act [62-20-1 to 62-20-7 NMSA 1978] may be cited as the "Regional Water System Resiliency Act".
History:
Laws 2023, ch. 4, § 1.
ANNOTATIONS
Effective dates.
— Laws 2023, ch. 4, § 8 made Laws 2023, ch. 4, § 1 effective July 1, 2023.
2023 New Mexico Statutes › Chapter 62 - Electric, Gas and Water Utilities › Article 20 - Regional Water System Resiliency › Section 62-20-2 - Definitions.

As used in the Regional Water System Resiliency Act:
A. "authority" means a regional utility authority established pursuant to the Regional Water System Resiliency Act;
B. "board" means the board of directors of an authority;
C. "director" means a director of a board;
D. "dissolved entity" means an entity that transfers its assets and liabilities to an authority and subsequently goes through a legal dissolution;
E. "entity" means a public utility providing water or wastewater services;
F. "founding entity" means one of the original entities that established the authority;
G. "joining entity" means an entity that joins an authority after the authority is established;
H. "member" means a property owner receiving services from an authority; and
I. "service area" means the area to be served within the legal boundaries of an authority.
History:
Laws 2023, ch. 4, § 2.
ANNOTATIONS
Effective dates.
— Laws 2023, ch. 4, § 8 made Laws 2023, ch. 4, § 2 effective July 1, 2023.
2023 New Mexico Statutes › Chapter 62 - Electric, Gas and Water Utilities › Article 20 - Regional Water System Resiliency › Section 62-20-4 - Articles of incorporation.

The articles of incorporation of an authority shall recite in the caption that they are executed pursuant to the Regional Water System Resiliency Act, shall be signed and acknowledged by each of the founding entities and shall state:
A. the name of the authority;
B. the address of the authority's principal office;
C. the names and addresses of the founding entities;
D. the names and addresses of the persons who constitute the first board;
E. a plat or legal description of the boundaries of the authority's service area with such certainty as to enable a property owner to determine whether the owner's property is within the authority's service area; and
F. any provisions not inconsistent with the Regional Water System Resiliency Act deemed necessary or advisable for the conduct of the authority's business and affairs.
History:
Laws 2023, ch. 4, § 4.
ANNOTATIONS
Effective dates.
— Laws 2023, ch. 4, § 8 made Laws 2023, ch. 4, § 4 effective July 1, 2023.
2023 New Mexico Statutes › Chapter 62 - Electric, Gas and Water Utilities › Article 20 - Regional Water System Resiliency › Section 62-20-5 - Authority powers and duties.

A. An authority may provide for water and wastewater services, road improvements for the protection of the authority's infrastructure, renewable energy projects or other projects that are integral to the operation and maintenance of the authority's facilities.
B. An authority may:
(1) own, regulate, supervise and operate the authority's facilities;
(2) assess a one-time fee for the privilege of connecting a property to the authority's service at a future date if the property line is within three hundred feet of the authority's service lines and that property line is located within the boundaries of the authority;
(3) establish rates and impose assessments, fees and charges and take action necessary for the enforcement thereof;
(4) acquire, from a willing seller, hold and use water rights in an amount necessary to meet the authority's reasonable needs not to exceed forty years pursuant to Section 72-1-9 NMSA 1978;
(5) shut off, after notice, unauthorized connections, illegal connections or a connection for which charges are delinquent in payment;
(6) enter into contracts for services with governmental entities, including local, state and federal entities, Indian nations, tribes or pueblos or private entities, to carry out the purposes of the Regional Water System Resiliency Act;
(7) enter into joint powers agreements with other governmental entities;
(8) acquire and dispose of real property, personal property or rights of way;
(9) hire and retain agents, employees and consultants;
(10) adopt and use a governmental seal;
(11) sue, be sued and be a party to suits, actions and proceedings;
(12) receive grants, secure debt and issue revenue bonds for the development and improvement of infrastructure projects;
(13) subsume powers held by an entity forming or joining the authority; and
(14) have and exercise all rights and powers necessary, incidental to or implied from the specific powers granted in this section.
C. An agency or department that has promulgated rules that are applicable to an authority may, in its discretion or upon a petition of twenty-five percent of the members of the authority, investigate as the agency or department deems necessary to ensure the authority's compliance with all applicable statutes, rules, regulations and reporting requirements.
D. An authority is not subject to the jurisdiction of the public regulation commission or the provisions of the Public Utility Act [Chapter 62, Articles 1 to 6 and 8 to 13 NMSA 1978].
History:
Laws 2023, ch. 4, § 5.
ANNOTATIONS
Effective dates.
— Laws 2023, ch. 4, § 8 made Laws 2023, ch. 4, § 5 effective July 1, 2023.
2023 New Mexico Statutes › Chapter 62 - Electric, Gas and Water Utilities › Article 20 - Regional Water System Resiliency › Section 62-20-7 - Acceptance of assets and liabilities of dissolved entities; acquisition of water rights.

Subject to any other statutory requirements for dissolution and transfer, an authority may accept a transfer of assets and liabilities upon the request, and the legal dissolution, of an entity that provides water or sewer services and is:
A. a political subdivision of the state;
B. a water and sanitation district established pursuant to the Water and Sanitation District Act [Chapter 73, Article 21 NMSA 1978];
C. a water and natural gas association established pursuant to Chapter 3, Article 28 NMSA 1978;
D. a water users' association established pursuant to Chapter 73, Article 5 NMSA 1978;
E. a corporation organized pursuant to the Nonprofit Corporation Act [Chapter 53, Article 8 NMSA 1978] or Business Corporation Act [Chapter 53, Articles 11 to 18 NMSA 1978];
F. a public improvement district established pursuant to the Public Improvement District Act [Chapter 5, Article 11 NMSA 1978];
G. a municipal or county utility;
H. a company established pursuant to Chapter 62, Article 2 NMSA 1978;
I. an association established pursuant to the Cooperative Association Act [Chapter 53, Article 4 NMSA 1978] that has reorganized as a public entity;
J. an association or mutual domestic water consumers association organized under Laws 1947, Chapter 206, Laws 1949, Chapter 79 or Laws 1951, Chapter 52 or pursuant to the Sanitary Projects Act [Chapter 3, Article 29 NMSA 1978]; or
K. an authority created pursuant to the Regional Water System Resiliency Act.
History:
Laws 2023, ch. 4, § 7.
ANNOTATIONS
Effective dates.
— Laws 2023, ch. 4, § 8 made Laws 2023, ch. 4, § 7 effective July 1, 2023.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-1 - [Formation of corporations.]

Railroad corporations may be formed by the voluntary association of any five or more persons, in the manner prescribed in this chapter. Such persons must be citizens of the United States.
History:
Laws 1878, ch. 1, ch. [tit.] 1, § 1; C.L. 1884, § 2622; C.L. 1897, § 3804; Code 1915, § 4653; C.S. 1929, § 116-101; 1941 Comp., § 74-101; 1953 Comp., § 69-1-1.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Compiler's notes.
— Laws 1878, ch. 1, consisted of nine chapters with the word "title" appearing before each chapter designation in the printed act. A bracketed abbreviation reflecting the title designation has been inserted in the respective history notes.
The term "this chapter" refers to Laws 1878, ch. 1, ch. (tit.) 1, the provisions of which are presently compiled as 63-1-1 to 63-1-8 NMSA 1978.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 186 to 198; 65 Am. Jur. 2d Railroads §§ 8 to 13.
74 C.J.S. Railroads §§ 7, 8.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-3 - [Execution of articles of incorporation.]

The articles of incorporation must be subscribed by five or more persons, who must be citizens of the United States, and acknowledged by each of them before some officer authorized by the laws of this state to take and certify acknowledgments of conveyances of real property situate within this state. Each subscriber may subscribe said articles personally or by an attorney-in-fact, thereunto duly authorized in writing signed by said subscriber and acknowledged before some officer authorized by the laws of this state to take and certify acknowledgments of conveyances of real property situated within this state. All such powers of attorney must be securely attached to said articles of incorporation, and be filed therewith, as hereinafter provided.
History:
Laws 1878, ch. 1, ch. [tit.] 1, § 3; C.L. 1884, § 2624; C.L. 1897, § 3806; Code 1915, § 4655; C.S. 1929, § 116-103; 1941 Comp., § 74-103; 1953 Comp., § 69-1-3.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Cross references.
— For officers who may take acknowledgments,
see
14-13-14 NMSA 1978.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations § 207.
74 C.J.S. Railroads § 10.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-4 - [Subscriptions to capital stock; minimum amount paid in.]

The corporators of each intended corporation, before filing articles of incorporation, must have actually subscribed to the capital stock of the corporation at least one thousand dollars [($1,000)] for each mile of its road and branches, and at least ten percent thereof must have been paid for the benefit of the corporation, to a treasurer appointed by the subscribers in its articles of incorporation, or their attorneys-in-fact as aforesaid.
History:
Laws 1878, ch. 1, ch. [tit.] 1, § 4; C.L. 1884, § 2625; C.L. 1897, § 3807; Code 1915, § 4656; C.S. 1929, § 116-104; 1941 Comp., § 74-104; 1953 Comp., § 69-1-4.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 222, 578, 579.
Fraud in promissory statements to secure subscription, 51 A.L.R. 123, 68 A.L.R. 635, 91 A.L.R. 1295, 125 A.L.R. 879.
74 C.J.S. Railroads § 9.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-5 - [Affidavit stating amount of stock subscribed and amount paid.]

There must be securely attached to said articles of incorporation, an affidavit of the treasurer named therein, that the requisite amount of the capital stock of the intended corporation has been actually subscribed, and that ten percent thereof has been actually paid to him for the benefit of said corporation, stating the amount of stock subscribed, and the amount actually paid in.
History:
Laws 1878, ch. 1, ch. [tit.] 1, § 5; C.L. 1884, § 2626; C.L. 1897, § 3808; Code 1915, § 4657; C.S. 1929, § 116-105; 1941 Comp., § 74-105; 1953 Comp., § 69-1-5.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-6 - Filing; effect.

Articles of incorporation, with the powers of attorney mentioned in Section 63-1-3 NMSA 1978, if any such there be, and the affidavit mentioned in Section 63-1-5 NMSA 1978 shall be filed in the office of the secretary of state, and thereupon, the persons who have signed the articles, and their associates and successors, shall be a body politic and corporate, by the name stated in the articles, for the term of years therein specified.
History:
Laws 1878, ch. 1, ch. [tit.] 1, § 6; C.L. 1884, § 2627; C.L. 1897, § 3809; Code 1915, § 4667; C.S. 1929, § 116-115; 1941 Comp., § 74-106; 1953 Comp., § 69-1-6; 2013, ch. 75, § 35.
ANNOTATIONS
Cross references.
— For fee for filing certificate of incorporation,
see
53-2-1 NMSA 1978.
For amendment of certificate of incorporation,
see
53-2-7 NMSA 1978.
The 2013 amendment,
effective July 1, 2013, required that articles of incorporation with powers of attorney be filed with the secretary of state; added the title of the section; at the beginning of the section, deleted "Said", and after "filed in the office of the", deleted "state corporation commission" and added "secretary of state".
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Corporations § 67; 18A Am. Jur. 2d Corporations § 208.
18 C.J.S. Corporations § 24.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-7 - Articles of incorporation; certified copies.

A copy of any articles of incorporation filed in pursuance of the provisions of this chapter, certified by the secretary of state, or heretofore certified by the secretary of the territory of New Mexico, must be received in all courts and other places as prima facie evidence of the facts therein stated.
History:
Laws 1878, ch. 1, ch. [tit.] 1, § 8; C.L. 1884, § 2629; C.L. 1897, § 3811; Code 1915, § 4669; C.S. 1929, § 116-117; 1941 Comp., § 74-107; 1953 Comp., § 69-1-7; 2013, ch. 75, § 36.
ANNOTATIONS
Compiler's notes.
— For meaning of "this chapter",
see
compiler's notes to 63-1-1 NMSA 1978.
The 2013 amendment,
effective July 1, 2013, provided that copies of articles of incorporation certified by the secretary of state are prima facie evidence of the facts stated therein; added the title of the section; after "certified by the", deleted "state corporation commission" and added "secretary of state".
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-8 - [Owners of capital stock are stockholders.]

The owners of shares of the capital stock of corporations formed under this chapter shall be called stockholders.
History:
Laws 1878, ch. 1, ch. [tit.] 1, § 7; C.L. 1884, § 2628; C.L. 1897, § 3810; Code 1915, § 4668; C.S. 1929, § 116-116; 1941 Comp., § 74-108; 1953 Comp., § 69-1-8.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Compiler's notes.
— The 1915 Code compilers substituted "this chapter" for "this act."
The term "this chapter" refers to Chapter 95 of the 1915 Code, the provisions of which are presently compiled as 63-1-1 to 63-1-42, 63-2-1 to 63-2-3, 63-2-6 to 63-2-17, 63-3-1, 63-3-2, 63-3-5 to 63-3-22, 63-3-24 to 63-3-28, 63-3-34, 63-5-1 to 63-5-4 and 63-6-1 to 63-6-7 NMSA 1978.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-9 - [Bylaws; adoption.]

Every corporation formed under this chapter must, within three months after filing articles of incorporation, adopt a code of bylaws for its government, not inconsistent with the laws of this state. Bylaws may be adopted by stockholders representing a majority of all the subscribed capital stock, at a meeting of stockholders called for that purpose by order of the acting president, served upon them personally in writing, or by advertisement in some newspaper published in the county in which the principal place of business of the corporation is located, if there be one published therein, but if not, then in some paper published in some adjoining county. The time specified in said order for such meeting shall not be less than two weeks from the date thereof: provided, that the written assent of the holders of two-thirds of the subscribed capital stock shall be effectual to adopt a code of bylaws without a meeting of the stockholders for that purpose.
History:
Laws 1878, ch. 1, ch. [tit.] 2, § 1; C.L. 1884, § 2630; C.L. 1897, § 3812; Code 1915, § 4670; C.S. 1929, § 116-118; 1941 Comp., § 74-109; 1953 Comp., § 69-1-9.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Compiler's notes.
— For meaning of "this chapter",
see
compiler's notes to 63-1-8 NMSA 1978.
Cross references.
— For legal newspapers,
see
14-11-2 NMSA 1978.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 310, 314, 315, 317.
18 C.J.S. Corporations §§ 65 to 69.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-10 - [Contents of bylaws.]

Where no other provision is especially made by this chapter, a railroad corporation may, by its bylaws, provide for:
A. the time, place and manner of calling and conducting the meetings of its directors and stockholders;
B. the number of stockholders constituting a quorum at meetings of stockholders;
C. the mode of voting by proxy at meetings of stockholders;
D. the time for holding annual elections for directors and the mode and manner of giving notice thereof;
E. the compensation and duties of officers;
F. the manner of election and the tenure of office of all officers other than the directors;
G. suitable fines for violation of bylaws, not exceeding in any case one hundred dollars [($100)] for any one offense; and
H. the mode and manner of collecting assessments, except as otherwise provided in this chapter.
History:
Laws 1878, ch. 1, ch. [tit.] 2, § 2; C.L. 1884, § 2631; C.L. 1897, § 3813; Code 1915, § 4671; C.S. 1929, § 116-119; 1941 Comp., § 74-110; 1953 Comp., § 69-1-10.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Compiler's notes.
— For meaning of "this chapter",
see
compiler's notes to 63-1-8 NMSA 1978.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-11 - [Book of bylaws; public inspection; amendment and repeal of bylaws.]

All bylaws must be certified by a majority of the directors and the secretary of the corporation, and copied in a legible hand in a book to be kept in the office of the secretary of the corporation, to be known as the book of bylaws, which shall be open to public inspection during office hours of each day, except holidays. When recorded, as aforesaid, the bylaws shall take effect, unless otherwise therein provided. Bylaws may be amended or repealed, or new bylaws may be adopted at an annual meeting, or any other meeting of the stockholders, called by the directors for that purpose, by a vote representing two-thirds of the subscribed capital stock; or the power to amend or repeal or adopt new bylaws may, by a similar vote, at any such meeting, be delegated to the board of directors. Such power, when delegated, may be revoked by a similar vote at any regular meeting of the stockholders. Whenever an amendment or new bylaw is adopted, it shall be copied in the book of bylaws, immediately after the previous bylaws and shall not take effect until so recorded. If any bylaw be repealed, the fact and date of repeal shall be noted in the book of bylaws, and until so noted the repeal shall not take effect.
History:
Laws 1878, ch. 1, ch. [tit.] 2, § 3; C.L. 1884, § 2632; C.L. 1897, § 3814; Code 1915, § 4672; C.S. 1929, § 116-120; 1941 Comp., § 74-111; 1953 Comp., § 69-1-11.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 317, 327 to 329.
18 C.J.S. Corporations §§ 65 to 69.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-12 - [Management by board of directors; number; quorum; vacancies.]

The corporate powers, business and property of all railroad corporations must be exercised, conducted, controlled and managed by a board of not less than five nor more than eleven directors, to be elected from among the stockholders, who are citizens of the United States. Unless a quorum be present and acting, no business performed or act done, shall be valid or binding as against the corporation. Vacancies in the board of directors shall be filled by appointment by the board, unless otherwise provided by the bylaws of the corporation. Within the limits above specified, the number of directors may be increased or diminished by a vote of stockholders representing two-thirds of the subscribed capital stock, at any annual meeting of the stockholders.
History:
Laws 1878, ch. 1, ch. [tit.] 3, § 1; C.L. 1884, § 2633; C.L. 1897, § 3815; Code 1915, § 4673; C.S. 1929, § 116-121; 1941 Comp., § 74-112; 1953 Comp., § 69-1-12.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1345, 1347, 1349 to 1352, 1354 to 1358, 1400, 1401, 1470, 1471.
19 C.J.S. Corporations §§ 272 to 274; 74 C.J.S. Railroads § 15.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-13 - [Election and term of directors.]

The directors named in the articles of incorporation shall hold their offices for one year from and after the date of the filing of said articles as provided in Section 63-1-6 NMSA 1978, or until their successors are elected and qualified; thereafter, directors must be elected annually by the stockholders at such time as may be provided in the bylaws of the corporation: provided, that, if no time be fixed in the bylaws, such elections shall be had on the first Wednesday in July of each year.
History:
Laws 1878, ch. 1, ch. [tit.] 3, § 2; C.L. 1884, § 2634; C.L. 1897, § 3816; Code 1915, § 4674; C.S. 1929, § 116-122; 1941 Comp., § 74-113; 1953 Comp., § 69-1-13.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1362, 1363, 1365, 1395, 1396.
19 C.J.S. Corporations §§ 272 to 283.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-14 - [Ballots; majority required; voting rights.]

All elections of directors must be by ballot, and a vote of stockholders representing a majority of the subscribed capital stock shall be necessary to a choice. At all such elections, and at all other elections, and at all meetings of stockholders, each stockholder shall be entitled to one vote for each share of the capital stock owned by him.
History:
Laws 1878, ch. 1, ch. [tit.] 3, § 3; C.L. 1884, § 2635; C.L. 1897, § 3817; Code 1915, § 4675; C.S. 1929, § 116-123; 1941 Comp., § 74-114; 1953 Comp., § 69-1-14.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-15 - [Directors' organization meeting; officers; majority.]

The directors named in the articles of incorporation must meet within one week after the filing of said articles and organize by the election of the president, who shall be one of their number, a secretary and a treasurer; and their successors must so meet and organize immediately after their election. Directors must perform the duties enjoined upon them by law and the bylaws of the corporation. A majority of the directors shall constitute a board for the transaction of business, and every decision of a majority of the directors forming such board, made when duly assembled and in session as such board, shall be valid as a corporate act.
History:
Laws 1878, ch. 1, ch. [tit.] 3, § 4; C.L. 1884, § 2636; C.L. 1897, § 3818; Laws 1899, ch. 29, § 1; Code 1915, § 4676; C.S. 1929, § 116-124; 1941 Comp., § 74-115; 1953 Comp., § 69-1-15.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations § 219; 18B Am. Jur. 2d Corporations §§ 1353, 1360, 1470, 1471, 1684.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-16 - [Meetings of directors; call; notice.]

When no provision is made in the bylaws for regular meetings of the directors and the mode of calling special meetings, all meetings of the directors must be called by special notice in writing, to be given to each director by the secretary, on the order of the president, or if there be no president, on the order of any two directors. Such orders and notice shall be recorded in the journal of the proceedings of the board of directors.
History:
Laws 1878, ch. 1, ch. [tit.] 3, § 16; C.L. 1884, § 2648; C.L. 1897, § 3830; Code 1915, § 4688; C.S. 1929, § 116-136; 1941 Comp., § 74-116; 1953 Comp., § 69-1-16.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Cross references.
— For content of bylaws,
see
63-1-10 NMSA 1978.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1452-1455, 1464, 1465, 1479.
19 C.J.S. Corporations §§ 294, 297, 298, 300, 301.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-17 - [Removal of directors; call and notice of meetings; filling vacancy.]

Directors may be removed from office by a vote of stockholders holding two-thirds of the subscribed capital stock, at a general meeting held after previous notice of the time and place and of the intention to propose such removal. Meetings of stockholders for this purpose may be called by the president or by a majority of the directors, or by stockholders holding at least one-half of the subscribed capital stock. Such calls must be in writing and addressed to the secretary who must thereupon give notice of the time, place and object of the meeting, and by whose order it is called. If the secretary refuses to give such notice, or if there be no secretary, the call may be addressed directly to the stockholders, and be served as a notice, in which case it must specify the time and place of meeting. The notice must be given in the manner prescribed in the bylaws. If, however, no provision has been made in the bylaws, then it shall be served in the manner prescribed in Section 63-1-9 NMSA 1978. In case of removal, the vacancy may be immediately filled by election at the same meeting.
History:
Laws 1878, ch. 1, ch. [tit.] 3, § 6; C.L. 1884, § 2638; C.L. 1897, § 3820; Code 1915, § 4677; C.S. 1929, § 116-125; 1941 Comp., § 74-117; 1953 Comp., § 69-1-17.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 958 to 960, 963 to 966; 18B Am. Jur. 2d Corporations §§ 1400, 1434 to 1437.
Power of directors of private corporation to remove officers or fellow directors, 63 A.L.R. 776.
19 C.J.S. Corporations §§ 290 to 292.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-18 - [Declaring dividends; restrictions; liability of directors.]

The directors must not make or declare dividends, except from the surplus profits arising from the business of the corporation; nor must they withdraw, divide or pay to the stockholders, or any of them, any part of the capital stock, nor must they create debts beyond their subscribed capital stock, or reduce or increase the capital stock, except as hereinafter specially provided. For a violation of the provisions of this section, the directors under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large on the minutes of the proceedings of the directors at the time, or were not present when the same did happen, shall be, in their individual and private capacity, jointly and severally liable to the corporation, and to the creditors thereof in the event of its dissolution, to the full amount of the capital stock so divided, withdrawn, paid out or reduced or debt contracted; and no statute of limitations shall be a bar to any suit against such directors for any sums for which they are made liable by this section. There may, however, be a division and distribution of the capital stock and property of the corporation which may remain after the payment of all its debts, upon the dissolution of the corporation or the expiration of its term of existence.
History:
Laws 1878, ch. 1, ch. [tit.] 3, § 5; C.L. 1884, § 2637; C.L. 1897, § 3819; Code 1915, § 4678; C.S. 1929, § 116-126; 1941 Comp., § 74-118; 1953 Comp., § 69-1-18.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 463 to 483; 18B Am. Jur. 2d Corporations §§ 1168 to 1170, 1173, 1175 to 1183, 1185.
18 C.J.S. Corporations §§ 188 to 192.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-19 - [Calls for installment payment of subscriptions; notice of assessment; publication; form; default; suit or sale of shares.]

The directors may call in and demand from the stockholders the sums by them subscribed, in installments of not more than ten percent per month: provided, that if the whole capital stock has not been paid in, and the corporation is unable to meet its liabilities, or to satisfy the claims of its creditors, the assessment may be for the full amount unpaid; or if a less amount is sufficient, then it may be for such a percentage as will raise that amount. Notice of each assessment shall be given to the stockholders personally, or shall be published once a week for at least four weeks in a newspaper published at the place designated as the principal place of business of the corporation, or if none be published there, in some newspaper nearest to such place, which notice shall be substantially in the following form:
Notice is hereby given that an assessment of ... dollars per share on the capital stock of .... corporation is due and payable at the office of the corporation in ..... (and at such other places as the directors may designate, naming them), within thirty days from date. All stockholders are requested to make payment on or before that time, or such assessments will be promptly collected in the manner prescribed by law, and the bylaws of said corporation.
(Signed)
Secretary.
If after such notice shall have been given, any stockholder shall make default in the payment of the assessment upon the shares held by him, the same may be collected by suit in any court of competent jurisdiction, in the name of the corporation; or so many of such shares may be sold as may be necessary for the payment of the assessment on all the shares held by him. The sale of said shares shall be made as prescribed in the bylaws of the corporation: provided, that no sale shall be made except at public auction, to the highest bidder; and at such sale the person who will agree to pay the assessment so due, together with the expenses of advertisement and all other expenses of the sale, for the smallest number of whole shares, shall be deemed to be the highest bidder. All stock shall be liable to such sale, and all stockholders shall be liable to recovery by action at law, as aforesaid.
History:
Laws 1878, ch. 1, ch. [tit.] 5, § 1; C.L. 1884, § 2655; C.L. 1897, § 3837; Code 1915, § 4658; C.S. 1929, § 116-106; 1941 Comp., § 74-119; 1953 Comp., § 69-1-19.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Cross references.
— For legal newspapers,
see
14-11-2 NMSA 1978.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 643 to 653, 660 to 680.
18 C.J.S. Corporations §§ 98 to 103; 74 C.J.S. Railroads § 14.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-20 - [Assessment remaining unpaid; requirements for new levy.]

No assessment shall be levied while any portion of a previous one remains unpaid, unless:
A. the power of the corporation has been exercised in accordance with the provisions of this chapter, for the purpose of collecting such previous assessment;
B. the collection of the previous assessment has been enjoined; or
C. the assessment falls within the first proviso contained in the preceding section [63-1-19 NMSA 1978].
History:
Laws 1878, ch. 1, ch. [tit.] 5, § 2; C.L. 1884, § 2656; C.L. 1897, § 3838; Code 1915, § 4659; C.S. 1929, § 116-107; 1941 Comp., § 74-120; 1953 Comp., § 69-1-20.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Compiler's notes.
— The term "this chapter" refers to Laws 1878, ch. 1, ch. (tit.) 5, the provisions of which are presently compiled as 63-1-19 to 63-1-27 NMSA 1978.
See also
compiler's note to 63-1-1 NMSA 1978.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-21 - [Transfer of shares sold for assessment.]

All shares sold for assessments, as provided in Section 63-1-19 NMSA 1978 shall be transferred to the purchaser on the transfer book of the corporation on payment of the assessment and costs.
History:
Laws 1878, ch. 1, ch. [tit.] 5, § 3; C.L. 1884, § 2657; C.L. 1897, § 3839; Code 1915, § 4660; C.S. 1929, § 116-108; 1941 Comp., § 74-121; 1953 Comp., § 69-1-21.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-22 - [Purchase by corporation of stock sold for assessments; procedure.]

If, at the sale, no bidder offers the amount of the assessments, costs and charges due, the stock may be bid in and purchased by the corporation, through the secretary, president or any director thereof, at the amount of the assessments, costs and charges due; and the amount of the assessments, costs and charges shall be credited, as paid in full, on the books of the corporation, and an entry of the transfer of the stock to the corporation, must be made on the transfer book thereof. While the stock remains the property of the corporation, it shall not be assessable, nor shall any dividends be declared thereon; but all assessments and dividends shall be apportioned upon the stock held by the stockholders of the corporation.
History:
Laws 1878, ch. 1, ch. [tit.] 5, § 4; C.L. 1884, § 2658; C.L. 1897, § 3840; Code 1915, § 4661; C.S. 1929, § 116-109; 1941 Comp., § 74-122; 1953 Comp., § 69-1-22.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-23 - [Effect of corporation purchase.]

All purchases of its own stock made by any corporation, as provided in the last section [63-1-22 NMSA 1978], shall vest the legal title to the same in the corporation; and the stock so purchased shall be held subject to the control of the stockholders, who may make such disposition of the same as they may deem proper, in accordance with the bylaws of the corporation, or by vote of the stockholders representing a majority of all the remaining shares. Whenever any portion of the capital stock of a corporation is held by the corporation by purchase, as aforesaid, a majority of the remaining shares shall be a majority of the stock for all purposes of election, or voting on any question at the meeting of the stockholders.
History:
Laws 1878, ch. 1, ch. [tit.] 5, § 5; C.L. 1884, § 2659; C.L. 1897, § 3841; Code 1915, § 4662; C.S. 1929, § 116-110; 1941 Comp., § 74-123; 1953 Comp., § 69-1-23.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-24 - [Extension of time for assessment payment or stock sale; restrictions.]

The dates fixed in any notice of assessment, or notice of delinquent sale, may be extended from time to time for not more than thirty days, by order of the directors, entered in the journal of their proceedings; but no order extending the time for the performance of any act specified in any notice shall be effectual unless notice of such extension or postponement is appended to and published with the notice to which the order relates.
History:
Laws 1878, ch. 1, ch. [tit.] 5, § 6; C.L. 1884, § 2660; C.L. 1897, § 3842; Code 1915, § 4663; C.S. 1929, § 116-111; 1941 Comp., § 74-124; 1953 Comp., § 69-1-24.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-25 - [Errors in proceedings; effect.]

No assessment shall be invalidated by a failure to make publication of the notice thereof, hereinbefore provided for, or any notice required by the bylaws of the corporation, nor by the nonperformance of any act required in order to enforce the payment of the same; but in case of any substantial error or omission in the course of proceedings for collection, all previous proceedings, except the levying of the assessment, shall be void, and publication shall be begun anew.
History:
Laws 1878, ch. 1, ch. [tit.] 5, § 7; C.L. 1884, § 2661; C.L. 1897, § 3843; Code 1915, § 4664; C.S. 1929, § 116-112; 1941 Comp., § 74-125; 1953 Comp., § 69-1-25.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-26 - [Actions to recover stock sold for assessments; restrictions.]

No action shall be sustained to recover stock sold for delinquent assessments, upon the ground of irregularity in the assessment, irregularity or defect in the notice of sale, or in the sale, unless the party seeking to maintain such action first pays or tenders to the corporation, or the party holding the stock sold as the case may be, the sum for which the same was sold, together with all subsequent assessments which may have been paid thereon, and interest on such sums from the time they were paid; and no such action shall be sustained unless the same shall be commenced by the filing of a complaint and the issuing of a summons thereon within six months after such sale shall have been made.
History:
Laws 1878, ch. 1, ch. [tit.] 5, § 8; C.L. 1884, § 2662; C.L. 1897, § 3844; Code 1915, § 4665; C.S. 1929, § 116-113; 1941 Comp., § 74-126; 1953 Comp., § 69-1-26.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-27 - [Proof of publication of assessment or stock sale for default in payment.]

The publication of notices required by Section 63-1-19 NMSA 1978 or by the bylaws of the corporation may be proved by the affidavit of the printer, foreman or principal clerk of the newspaper in which the same shall have been published; and the affidavit of the secretary or auctioneer shall be prima facie evidence of the time and place of sale, of the quantity and particular description of the stock sold, and to whom and for what price and of the fact of the purchase money being paid. The affidavits must be filed in the office of the corporation, and copies of the same, certified by the secretary under the corporate seal shall be prima facie evidence of the facts therein stated, in all courts and other places.
History:
Laws 1878, ch. 1, ch. [tit.] 5, § 9; C.L. 1884, § 2663; C.L. 1897, § 3845; Code 1915, § 4666; C.S. 1929, § 116-114; 1941 Comp., § 74-127; 1953 Comp., § 69-1-27.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-28 - [Stock shares; nature; transfer; restrictions.]

Shares of the capital stock of any railroad corporation shall be personal property, and may be transferred, by endorsement, by the signature of the proprietor, or his attorney, or legal representative and delivery of the certificate; but such transfer shall not be valid, except between the parties thereto, until the same shall have been entered upon the transfer book of the corporation so as to show the names of the parties by, and to whom, transferred, the number or designation of the shares and the date of transfer: provided, no stock shall be transferred upon the transfer book of the corporation until all previous assessments thereon shall have been fully paid in, nor shall any such transfer be valid except as between the parties thereto, unless at least twenty percent shall have been paid thereon, and certificates issued therefor, and the transfer approved by the board of directors, except by consent of the board of directors.
History:
Laws 1878, ch. 1, ch. [tit.] 4, § 1; C.L. 1884, § 2651; C.L. 1897, § 3833; Code 1915, § 4691; C.S. 1929, § 116-139; 1941 Comp., § 74-128; 1953 Comp., § 69-1-28.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Compiler's notes.
— The 1915 Code compilers substituted "railroad corporation" for "corporation formed under this act."
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 681, 682, 715 to 718.
18 C.J.S. Corporations §§ 150 to 188.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-29 - [Issuance of stock certificates.]

Certificates for stock, when fully paid up, signed by the president and secretary, shall be issued to the owners thereof, and provision may be made in the bylaws for issuing certificates prior to full payment, under such restrictions, and for such purposes, as the bylaws may provide.
History:
Laws 1878, ch. 1, ch. [tit.] 4, § 2; C.L. 1884, § 2652; C.L. 1897, § 3834; Code 1915, § 4692; C.S. 1929, § 116-140; 1941 Comp., § 74-129; 1953 Comp., § 69-1-29.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 63 - Railroads and Communications › Article 1 - Organization and Management of Railroads › Section 63-1-30 - [Transfer of nonresident's shares of stock.]

When shares of stock are owned by persons residing out of the state, the president, secretary or directors of the corporation, before entering any transfer thereof on the books, or issuing a certificate therefor to the transferee, may require from the attorney or agent of the nonresident owner, or from the person claiming under the transfer, an affidavit or other evidence that the nonresident owner was alive at the date of the transfer, and that his signature to the transfer is genuine; and if such affidavit or other satisfactory evidence be not furnished, may require from the attorney, agent or claimant, a bond of indemnity with two sureties, satisfactory to the board of directors; or if not so satisfactory, then one approved by a district or county judge of the county in which the principal office of the corporation is situated, conditioned to protect and indemnify the corporation against any liability to the nonresident owner or his or her legal representatives, in case of his or her death before the transfer, and if such affidavit or other evidence, or bond, be not furnished when required as herein provided, neither the corporation, nor any officer thereof, shall be liable for refusing to enter the transfer on the books of the corporation.
No person holding stock as executor, guardian or trustee, or holding it as collateral security or in pledge, shall be personally subject to any liability as a stockholder of the company; but the person pledging the stock shall be considered as holding the same and shall be liable as a stockholder accordingly; and the estate and funds in the hands of the executor, administrator, guardian or trustee, shall be liable in like manner to the same extent as testator or intestate, or as the ward or person interested in the trust fund would have been if he had been living and competent to act and hold the stock in his own name.
History:
Laws 1878, ch. 1, ch. [tit.] 4, § 4; C.L. 1884, § 2654; C.L. 1897, § 3836; Laws 1899, ch. 29, § 4; Code 1915, § 4694; C.S. 1929, § 116-142; 1941 Comp., § 74-131; 1953 Comp., § 69-1-31.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.