reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-23 - Officers.

A. Every corporation organized under the Nonprofit Corporation Act shall have officers, with titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws, and as many officers as may be necessary to enable the corporation to sign instruments required under the Nonprofit Corporation Act. One of the officers shall have the duty to record the proceedings of the meetings of the members and directors in a book to be kept for that purpose. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person.
B. The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.
C. The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.
History:
1953 Comp., § 51-14-65, enacted by Laws 1975, ch. 217, § 23; 1989, ch. 294, § 2.
ANNOTATIONS
The 1989 amendment,
effective January 1, 1990, in Subsection A, substituted the present first two sentences for the former first sentence, which read "The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the article of incorporation or the bylaws", and deleted "except the offices of president and secretary" from the end of the last sentence.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations § 1341.
19 C.J.S. Corporations §§ 433 to 553.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-24 - Removal of officers.

Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever, in their judgment, the best interest of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
History:
1953 Comp., § 51-14-66, enacted by Laws 1975, ch. 217, § 24.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations § 1341.
19 C.J.S. Corporations §§ 454 to 457.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-25 - Liability.

The directors, officers, employees and members of the corporation shall not be personally liable for the corporation's obligations.
History:
1953 Comp., § 51-14-67, enacted by Laws 1975, ch. 217, § 25.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1684 to 1720.
Personal liability of member of voluntary association not organized for personal profit on contract with third person, 7 A.L.R. 222, 41 A.L.R. 754.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-25.1 - Duties of directors.

A director shall perform his duties as a director including his duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director believes to be in or not opposed to the best interests of the corporation and with such care as an ordinarily prudent person would use under similar circumstances in a like position. In performing such duties, a director shall be entitled to rely on factual information, opinions, reports or statements including financial statements and other financial data in each case prepared or presented by:
A. one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
B. counsel, public accountants or other persons as to matters which the director reasonably believes to be within such persons' professional or expert competence; or
C. a committee of the board upon which the director does not serve, duly designated in accordance with a provision of the articles of incorporation or the bylaws as to matters within its designated authority, which committee the director reasonably believes to merit confidence, but the director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance to be unwarranted.
History:
1978 Comp., § 53-8-25.1, enacted by Laws 1987, ch. 238, § 5.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-25.2 - Liability of directors.

No director of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director unless:
A. the director has breached or failed to perform the duties of the director's office in compliance with Section 53-8-25.1 NMSA 1978; and
B. the breach or failure to perform constitutes willful misconduct or recklessness.
The provisions of this section shall, however, only eliminate the liability of a director for action taken as a director or any failure to take action as a director at meetings of the board of directors or of a committee of the board of directors or by virtue of action of the directors without a meeting pursuant to Section 53-8-97 NMSA 1978, on or after the date when the provisions of this section become effective.
History:
1978 Comp., § 53-8-25.2, enacted by Laws 1987, ch. 238, § 6.
ANNOTATIONS
Compiler's notes.
— The phrase "the date when the provisions of this section become effective", in the last sentence, refers to April 9, 1987, the effective date of Laws 1987, Chapter 238.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-25.3 - Nonprofit corporations; boards of directors; liability; immunity.

A. Except as otherwise provided in this section, no member of a board of directors of a nonprofit corporation as defined in the Nonprofit Corporation Act shall be held personally liable for any damages resulting from:
(1) any negligent act or omission of an employee of that nonprofit corporation;
(2) any negligent act or omission of another director of that nonprofit corporation; or
(3) any action taken as a director or any failure to take any action as a director unless:
(a) the director has breached or failed to perform the duties of the director's office; and
(b) the breach or failure to perform constitutes willful misconduct or recklessness.
B. The immunity provided in Subsection A of this section shall not extend to acts or omissions of directors of nonprofit corporations that constitute willful misconduct or recklessness personal to the director. The immunity is limited to actions taken as a director at meetings of the board of directors or a committee of the board of directors or by action of the directors without a meeting pursuant to Section 53-8-97 NMSA 1978.
C. A nonprofit corporation shall not transfer assets in order to avoid claims against corporate assets resulting from a judgment against the corporation. If a director votes to do so, the immunity provided by this section shall have no force or effect as to that director.
History:
Laws 1987, ch. 237, § 1.
ANNOTATIONS
Cross references.
— For liability of directors of nonprofit corporations,
see
53-8-25.2 NMSA 1978.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-27 - Books and records.

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors. Each corporation shall keep at its registered office or principal office in New Mexico a record of the names and addresses of its members entitled to vote. All books and records of a corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
History:
1953 Comp., § 51-14-69, enacted by Laws 1975, ch. 217, § 27.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations § 744.
Right of member of nonprofit association or corporation to possession, inspection, or use of membership list, 37 A.L.R.4th 1206.
18 C.J.S. Corporations §§ 110, 332 to 338.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-28 - Shares of stock and dividends prohibited; exemption from franchise tax.

A. A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income, profit or assets of a corporation shall be distributed to its members, directors or officers. A corporation may pay compensation in a reasonable amount to its members, directors or officers for services rendered and may confer benefits upon its members in conformity with its purposes and upon dissolution or final liquidation may make distributions as permitted by the Nonprofit Corporation Act.
B. A corporation incorporated under the Nonprofit Corporation Act shall not be subject to or required to pay a franchise tax unless the corporation receives unrelated business income, as that term is defined in the Internal Revenue Code of 1986, as amended.
History:
1953 Comp., § 51-14-70, enacted by Laws 1975, ch. 217, § 28; 1977, ch. 178, § 5; 1989, ch. 111, § 3.
ANNOTATIONS
Cross references.
— For the federal Internal Revenue Code of 1986,
see
U.S.C. § 1 et seq.
The 1989 amendment,
effective June 16, 1989, added all of the language of Subsection B following "tax".
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations § 484.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-29 - Loans to directors and officers.

Any director or officer who assents to or participates in the making of any loan to a director or officer shall be personally liable to the corporation for the amount of the loan until the repayment thereof.
History:
1953 Comp., § 51-14-71, enacted by Laws 1975, ch. 217, § 29.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A C.J.S. Corporations § 913.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-30 - Incorporators.

One or more persons, including profit and nonprofit corporations, may incorporate a corporation by signing and delivering articles of incorporation in duplicate to the corporation commission [secretary of state].
History:
1953 Comp., § 51-14-72, enacted by Laws 1975, ch. 217, § 30.
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.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations § 150.
18 C.J.S. Corporations § 25 et seq.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-31 - Articles of incorporation.

A. The articles of incorporation shall set forth:
(1) the name of the corporation;
(2) the period of duration, which may be perpetual;
(3) the purpose for which the corporation is organized;
(4) any provisions not inconsistent with law that the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision for distribution of assets on dissolution or final liquidation;
(5) the address of its initial registered office and the name of its initial registered agent at such address;
(6) the names and addresses of the persons who have consented to serve as the initial directors; and
(7) the name and address of each incorporator.
B. It is not necessary to set forth in the articles of incorporation any of the corporate powers enumerated in the Nonprofit Corporation Act.
C. Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.
History:
1953 Comp., § 51-14-73, enacted by Laws 1975, ch. 217, § 31; 1978 Comp., § 53-8-31; Laws 1991, ch. 170, § 5; 1993, ch. 318, § 2; 2003, ch. 318, § 11.
ANNOTATIONS
The 2003 amendment,
effective July 1, 2003, deleted "the number of directors constituting the initial board of directors and" at the beginning of Paragraph A(6); substituted "is not" for "shall not be" near the beginning of Subsection B.
The 1993 amendment,
effective June 18, 1993, in Subsection A, deleted "or purposes" after "purpose" in Paragraph (3) and substituted "have consented to serve as the initial directors" for "are to serve as the initial directors and include a statement that an affidavit signed by each director stating that he consents to being a director is on file with the corporation" in Paragraph (6).
The 1991 amendment,
effective January 1, 1992, in Subsection A, added "and include a statement that an affidavit signed by each director stating that he consents to being a director is on file with the corporation" at the end of Paragraph (6).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 199 to 216.
18 C.J.S. Corporations § 25 et seq.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-33 - Effect of incorporation.

Unless the corporation commission [secretary of state] disapproves pursuant to Subsection A of Section 53-8-91 NMSA 1978, upon delivery of the articles of incorporation to the corporation commission [secretary of state], the corporate existence shall begin, and the certificate of incorporation shall be conclusive evidence that all conditions precedent, required to be performed by the incorporators, have been complied with and that the corporation has been incorporated under the Nonprofit Corporation Act, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.
History:
1953 Comp., § 51-14-75, enacted by Laws 1975, ch. 217, § 33; 1983, ch. 304, § 11.
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.
The 1983 amendment,
effective June 17, 1983, deleted "issuance of certificate of" preceding "incorporation" in the catchline and substituted "Unless the corporation commission . . . to the corporation commission," for "Upon the issuance of the certificate of incorporation" at the beginning of the section.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Corporations § 67.
18 C.J.S. Corporations §§ 45 to 61.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-34 - Organization meetings.

A. An organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without New Mexico, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The incorporators calling the meeting shall give at least three days' notice thereof by mail to each director so named. The notice shall state the time and place of the meeting. The notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the corporation, with postage thereon prepaid.
B. A first meeting of the members may be held at the call of the directors, or a majority of them, upon at least three days' notice, for the purposes stated in the notice of the meeting.
History:
1953 Comp., § 51-14-76, enacted by Laws 1975, ch. 217, § 34.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-35 - Right to amend articles of incorporation.

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under the Nonprofit Corporation Act.
History:
1953 Comp., § 51-14-77, enacted by Laws 1975, ch. 217, § 35.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Corporations § 79.
Power of state to amend charter of a private incorporated charity, 62 A.L.R. 573.
18 C.J.S. Corporations §§ 54 to 61.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-36 - Procedure to amend articles of incorporation.

A. Amendments to the articles of incorporation shall be made in the following manner:
(1) if there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment, or a summary of the changes to be effected thereby, shall be given to each member entitled to vote at the meeting within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast; or
(2) if there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
B. Any number of amendments may be submitted and voted upon at any one meeting.
History:
1953 Comp., § 51-14-78, enacted by Laws 1975, ch. 217, § 36.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-37 - Articles of amendment.

The articles of amendment shall be executed by the corporation by two authorized officers of the corporation and shall set forth:
A. the name of the corporation and, if different, include any name under which it proposes to transact business in New Mexico;
B. the amendment so adopted;
C. if there are members entitled to vote thereon:
(1) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting and that the amendment received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or
(2) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and
D. if there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted and a statement of the fact that the amendment received the vote of a majority of the directors in office.
History:
1953 Comp., § 51-14-79, enacted by Laws 1975, ch. 217, § 37; 2003, ch. 318, § 13; 2021, ch. 68, § 2.
ANNOTATIONS
The 2021 amendment,
effective July 1, 2021, required corporate articles of amendment to include any name under which the corporation proposes to transact business in New Mexico if different than the corporate name; and in Subsection A, after "corporation", added "and, if different, include any name under which it proposes to transact business in New Mexico".
The 2003 amendment,
effective July 1, 2003, in the introductory paragraph, deleted "in duplicate" following "shall be executed" and substituted "two authorized officers of the corporation" for "its president or a vice president and by its secretary or an assistant secretary" following "the corporation by".
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-40 - Procedure for merger.

A. Any two or more domestic corporations may merge into one corporation pursuant to a plan of merger approved in the manner provided in the Nonprofit Corporation Act.
B. Each corporation shall adopt a plan of merger setting forth:
(1) the names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation;
(2) the terms and conditions of the proposed merger;
(3) a statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger; and
(4) such other provisions with respect to the proposed merger as are deemed necessary or desirable.
History:
1953 Comp., § 51-14-82, enacted by Laws 1975, ch. 217, § 40.
ANNOTATIONS
The Nonprofit Corporation Act does not authorize the secretary of state to convert a nonprofit corporation to a profit corporation or limited liability company.
— The Nonprofit Corporation Act (NCA), 53-8-1 to 53-8-99 NMSA 1978, provides that nonprofit corporations can undergo specific types of transformations, namely a merger or consolidation into another nonprofit corporation, but no provision of the NCA provides for other types of entity transformations, such as a conversion to another type of business entity like a profit corporation or limited liability company (LLC). Accordingly, the secretary of state cannot convert previously licensed nonprofit corporation medical cannabis producers to domestic profit corporations or LLCs.
Conversion of Medical Cannabis Distributors Nonprofits
(8/27/21), Att'y Gen. Adv. Ltr. 2021-10.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations § 2503.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-41 - Procedure for consolidation.

A. Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in the Nonprofit Corporation Act.
B. Each corporation shall adopt a plan of consolidation setting forth:
(1) the names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation;
(2) the terms and conditions of the proposed consolidation;
(3) with respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under the Nonprofit Corporation Act; and
(4) such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
History:
1953 Comp., § 51-14-83, enacted by Laws 1975, ch. 217, § 41.
ANNOTATIONS
The Nonprofit Corporation Act does not authorize the secretary of state to convert a nonprofit corporation to a profit corporation or limited liability company.
— The Nonprofit Corporation Act (NCA), 53-8-1 to 53-8-99 NMSA 1978, provides that nonprofit corporations can undergo specific types of transformations, namely a merger or consolidation into another nonprofit corporation, but no provision of the NCA provides for other types of entity transformations, such as a conversion to another type of business entity like a profit corporation or limited liability company (LLC). Accordingly, the secretary of state cannot convert previously licensed nonprofit corporation medical cannabis producers to domestic profit corporations or LLCs.
Conversion of Medical Cannabis Distributors Nonprofits
(8/27/21), Att'y Gen. Adv. Ltr. 2021-10.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations § 2503.
19 C.J.S. Corporations §§ 792 to 810.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-42 - Adoption of merger or consolidation.

A. A plan of merger or consolidation shall be adopted in the following manner:
(1) if the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of the corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at the meeting within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes which members present at each such meeting or represented by proxy are entitled to cast; or
(2) if any merging or consolidating corporation has no members, or no members entitled to vote thereon, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of the corporation upon receiving the vote of a majority of the directors in office.
B. After adoption, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
History:
1953 Comp., § 51-14-84, enacted by Laws 1975, ch. 217, § 42.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-45 - Merger or consolidation of domestic and foreign corporations.

A. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each foreign corporation is organized:
(1) each domestic corporation shall comply with the provisions of the Nonprofit Corporation Act with respect to the merger or consolidation, of domestic corporations, and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized; and
(2) if the surviving or new corporation is to be governed by the laws of any state other than New Mexico it shall comply with the provisions of the Nonprofit Corporation Act with respect to foreign corporations if it is to conduct affairs in New Mexico, and in every case it shall file with the corporation commission [secretary of state] of New Mexico:
(a) an agreement that it may be served with process in New Mexico in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation; and
(b) an irrevocable appointment of the secretary of state of New Mexico as its agent to accept service of process in any such proceeding.
B. The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of New Mexico. If the surviving or new corporation is to be governed by laws of any state other than New Mexico, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except in so far as the laws of the other state provide otherwise.
C. After approval by the members or, if there are no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
History:
1953 Comp., § 51-14-87, enacted by Laws 1975, ch. 217, § 45.
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.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-46 - Sale, lease, exchange or mortgage of assets.

A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner:
A. if there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by the Nonprofit Corporation Act for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. After such authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members; or
B. if there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.
History:
1953 Comp., § 51-14-88, enacted by Laws 1975, ch. 217, § 46.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-47 - Voluntary dissolution.

A. A corporation may dissolve and wind up its affairs in the following manner:
(1) if there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast; or
(2) if there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.
B. Upon the adoption of such resolution by the members, or by the board of directors if there are no members or no members entitled to vote thereon, the corporation shall cease to conduct its affairs except in so far as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in the Nonprofit Corporation Act.
History:
1953 Comp., § 51-14-89, enacted by Laws 1975, ch. 217, § 47.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations § 2733.
19 C.J.S. Corporations §§ 811 to 882.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-48 - Distribution of assets.

The assets of a corporation in the process of dissolution shall be applied and distributed as follows:
A. all liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor;
B. assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;
C. assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more nonprofit domestic or foreign corporations, nonprofit societies or nonprofit organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in the Nonprofit Corporation Act;
D. other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws, but in no event may any member, former member, director, former director, officer or former officer receive directly or indirectly any distribution or portion of a distribution of any assets; and
E. any remaining assets may be distributed to such persons, nonprofit societies, nonprofit organizations or nonprofit domestic or foreign corporations whether for profit or nonprofit as may be specified in a plan of distribution adopted as provided in the Nonprofit Corporation Act.
History:
1953 Comp., § 51-14-90, enacted by Laws 1975, ch. 217, § 48; 1977, ch. 178, § 7.
ANNOTATIONS
Cross references.
— For propriety of distribution upon dissolution,
see
53-8-28 NMSA 1978.
Distribution governed by articles of incorporation.
— Assets of a dissolved nonprofit corporation, where not otherwise restricted by law, are to be distributed in the manner specified by the corporate bylaws or articles of incorporation.
In re Will of Coe
, 1992-NMCA-006, 113 N.M. 355, 826 P.2d 576.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2707, 2720 to 2725.
19 C.J.S. Corporations §§ 861 to 878.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-49 - Plan of distribution.

A plan providing for the distribution of assets, not inconsistent with the provisions of the Nonprofit Corporation Act, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which the Nonprofit Corporation Act requires a plan of distribution, in the following manner:
A. if there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. The plan of distribution shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast; or
B. if there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.
History:
1953 Comp., § 51-14-91, enacted by Laws 1975, ch. 217, § 49.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-50 - Revocation of voluntary dissolution proceedings.

A. A corporation may, at any time prior to the issuance of a certificate of dissolution by the corporation commission [secretary of state], revoke the action theretofore taken to dissolve the corporation, in the following manner:
(1) if there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast; or
(2) if there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
B. Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation may thereupon again conduct its affairs.
History:
1953 Comp., § 51-14-92, enacted by Laws 1975, ch. 217, § 50.
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.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-51 - Articles of dissolution.

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation are paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation are transferred, conveyed or distributed in accordance with the provisions of the Nonprofit Corporation Act, articles of dissolution shall be executed by the corporation by two authorized officers of the corporation, which statement shall set forth:
A. the name of the corporation;
B. if there are members entitled to vote thereon:
(1) a statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting and that the resolution received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or
(2) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto;
C. if there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that the resolution received the vote of a majority of the directors in office;
D. that all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;
E. a copy of the plan of distribution, if any, as adopted by the corporation or a statement that no plan was so adopted;
F. that all the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of the Nonprofit Corporation Act;
G. that there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree that may be entered against it in any pending suit; and
H. confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico.
History:
1953 Comp., § 51-14-93, enacted by Laws 1975, ch. 217, § 51; 2003, ch. 318, § 17; 2019, ch. 159, § 1.
ANNOTATIONS
The 2019 amendment,
effective June 14, 2019, required articles of dissolution to include confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico; and added Subsection H.
The 2003 amendment,
effective July 1, 2003, substituted "are" for "shall have been" twice following "of the corporation"; substituted "has" for "shall have" following "or adequate provision"; deleted "in duplicate" following "shall be executed"; substituted "two authorized officers of the corporation" for "its president or vice president and by its secretary or assistant secretary" following "the corporation by"; and deleted "corporation" preceding "commission" in Paragraph A(2) and Subsection C.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-52 - Filing of articles of dissolution.

A. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the articles of dissolution shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that such articles of dissolution conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act:
(1) endorse on the original and copy the word "filed" and the month, day and year of the filing thereof;
(2) file the original in the office of the commission [secretary of state]; and
(3) issue a certificate of dissolution to which shall be affixed the copy.
B. The certificate of dissolution, together with the copy of the articles of dissolution affixed thereto by the commission [secretary of state], shall be returned to the representative of the dissolved corporation. Upon the issuance of a certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in the Nonprofit Corporation Act.
History:
1953 Comp., § 51-14-94, enacted by Laws 1975, ch. 217, § 52; 2003, ch. 318, § 18.
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.
The 2003 amendment,
effective July 1, 2003, substituted "An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original" for "Duplicate originals" at the beginning of Subsection A; substituted "the original and copy" for "each of the duplicate originals" in Paragraph A(1); substituted "the original" for "one of the originals" in Paragraph A(2); substituted "copy" for "other duplicate original" in Paragraph A(3); substituted "copy" for "duplicate original" following "together with the" in Subsection B; and deleted "corporation" preceding "commission" throughout the section.