reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-28 - Meetings of shareholders.

A. Meetings of shareholders may be held at any place within or without this state in accordance with the bylaws. If no other place is designated in, or fixed in accordance with, the bylaws, meetings shall be held at the principal place of business of the corporation.
B. An annual meeting of the shareholders shall be held at the time designated in or fixed in accordance with the bylaws. If the annual meeting is not held within any thirteen-month period, the district court may, on the application of any shareholder, order a meeting to be held.
C. Special meetings of the shareholders may be called by the board of directors, the holders of not less than one-tenth of all the shares entitled to vote at the meeting or such other persons as may be authorized in the articles of incorporation or the bylaws.
History:
1953 Comp., § 51-24-27, enacted by Laws 1967, ch. 81, § 27; 1975, ch. 64, § 13; 2001, ch. 200, § 47.
ANNOTATIONS
Special shareholder meeting was effective to remove board member.
— Where majority shareholder of debtor corporation, who was also a director and president of the corporation, called a special shareholder's meeting for the express purpose of voting on the election of new officers and the removal of current officers or directors, and where at the shareholders' meeting the only other director of the corporation was removed as a director, officer and employee of the corporation, the special meeting of the shareholders was effective to remove the director of the corporation despite the corporation's bylaws not allowing a reduction in the number of directors to have the effect of shortening the term of an incumbent director, because this section authorizes a shareholder with at least 10% voting interest to call a special shareholder's meeting, and in this case the removal of the director merely created a vacancy, it did not decrease the number of directorships which would have resulted in the shortening of the term of an incumbent director.
In re Sandia Tobacco Mfrs., Inc
., 571 B.R. 449 (2017).
Compiler's notes.
— This section is derived from Section 28 of the ABA Model Business Corporation Act.
The 2001 amendment,
effective July 1, 2001, substituted "principal place of business" for "registered office" in Subsection A.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 948 to 962; 18B Am. Jur. 2d Corporations §§ 1365 to 1367, 1436.
Time for regular meeting of stockholders, power of directors to change, 2 A.L.R. 558, 8 A.L.R. 678.
Informality of meeting of stockholders as affecting action taken thereat, 51 A.L.R. 941.
Admissibility of oral evidence as to proceedings at meetings of stockholders or directors, 66 A.L.R. 1328, 48 A.L.R.2d 1259.
Remedies to restrain or compel holding of stockholders' meetings, 48 A.L.R.2d 615.
18 C.J.S. Corporations §§ 362 to 396.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-29 - Notice of shareholders' meetings.

Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, at the direction of the president, the secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. Attendance of a shareholder in person or by proxy at a meeting constitutes a waiver of notice of the meeting, except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
History:
1953 Comp., § 51-24-28, enacted by Laws 1967, ch. 81, § 28.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 29 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 963 to 985; 18B Am. Jur. 2d Corporations §§ 1368 to 1370, 1436.
18 C.J.S. Corporations §§ 365 to 367.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-30 - Closing of transfer books and fixing record date.

For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors of a corporation may provide that the stock transfer books shall be closed for a stated period not to exceed fifty days. If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of, or to vote at, a meeting of shareholders, the books shall be closed for at least ten days immediately preceding the meeting. In lieu of closing the stock transfer books, the bylaws, or in the absence of an applicable bylaw, the board of directors may fix in advance a date as the record date for any such determination of shareholders, the date to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment thereof.
History:
1953 Comp., § 51-24-29, enacted by Laws 1967, ch. 81, § 29.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 30 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— Transfer on corporate books as sufficient for gift of stock, 6 A.L.R.4th 250.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-31 - Voting list.

The officer or agent having charge of the stock transfer books for shares of a corporation shall make, at least ten days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by, each, which list, for a period of ten days prior to the meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine the list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting. An officer or agent having charge of the stock transfer books who fails to prepare the list of shareholders, or keep it on file for a period of ten days, or produce and keep it open for inspection at the meeting, as provided in this section is liable to any shareholder suffering damage on account of the failure, to the extent of the damage.
History:
1953 Comp., § 51-24-30, enacted by Laws 1967, ch. 81, § 30.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 31 of the ABA Model Business Corporation Act.
Omission of names of eligible voters.
— In a shareholder election for a corporation's board of directors, the votes reflecting Class B shares of stock should have been counted in the candidates' totals, even though the voting list, prepared before the election, did not list the Class B shares and their owners. The Class B shareholders, who were entitled to vote by law, should not have been disenfranchised by another's misfeasance or malfeasance.
Pena v. Westland Dev. Co.
, 1988-NMCA-052, 107 N.M. 560, 761 P.2d 438.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-32 - Quorum of shareholders.

Unless otherwise provided in the articles of incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. A quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding the voluntary withdrawal of enough shares to leave less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Business Corporation Act or the articles of incorporation.
History:
1953 Comp., § 51-24-31, enacted by Laws 1967, ch. 81, § 31.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 32 of the ABA Model Business Corporation Act.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 993 to 998; 18B Am. Jur. 2d Corporations § 1372.
Stockholders required for quorum or vote as determined by number of shares, 63 A.L.R. 1106.
18 C.J.S. Corporations § 370.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-34 - Voting trusts and agreements among shareholders.

A. Any number of shareholders of a corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed ten years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, by depositing a counterpart of the agreement with the corporation at its registered office, and by transferring their shares to the trustee or trustees for the purposes of the agreement. The trustee or trustees shall keep a record of the holders of voting trust certificates evidencing a beneficial interest in the voting trust, giving the names and addresses of all such holders and the number and class of the shares in respect of which the voting trust certificates held by each are issued, and shall deposit a copy of such record with the corporation at its registered office. Failure to keep or deposit the record as required by this subsection does not affect the validity of the agreement or any action taken pursuant to it. Any trustee or trustees who fail to keep or deposit the record as required is liable to any holder of a voting trust certificate suffering damage on account of the failure to the extent of the damage. The counterpart of the voting trust agreement deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and shall be subject to examination by any holder of record of voting trust certificates, either in person or by agent or attorney, at any reasonable time for any proper purpose.
B. Agreements among shareholders regarding the voting of their shares, which agreements are not voting trusts or purported voting trusts, shall not be subject to the provisions of Subsection A of this section and shall be valid and specifically enforceable.
History:
1953 Comp., § 51-24-33, enacted by Laws 1967, ch. 81, § 33; 1975, ch. 64, § 15.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 34 of the ABA Model Business Corporation Act.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Corporations § 24; 18A Am. Jur. 2d Corporations §§ 1112 to 1158, 1387.
Powers of voting trustees, 159 A.L.R. 1067.
Transfer of beneficiary's interest, validity of provision of voting trust against, 11 A.L.R.2d 1000.
Removal of trustee of voting trust, 34 A.L.R.2d 1136.
Agreement controlling the vote of corporate stock, 45 A.L.R.2d 799.
Validity of voting trusts or other similar agreement for control of voting power of corporate stock, 98 A.L.R.2d 376.
Validity of voting trust created by will, 77 A.L.R.4th 1194.
18 C.J.S. Corporations §§ 380 to 382.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-36 - Number and election of directors.

The number of directors of a corporation shall consist of one or more members. The number of directors shall be fixed by, or in the manner provided in, the articles of incorporation or the bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. If the number of directors is not fixed by, or in the manner provided in, the bylaws or the articles of incorporation, the number shall be the same as the number of directors constituting the initial board of directors. The names and addresses of the members of the first board of directors shall be stated in the articles of incorporation. Such persons shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors as permitted by the Business Corporation Act. Each director shall hold office for the term for which the director is elected and until a successor has been elected and qualified.
History:
1953 Comp., § 51-24-35, enacted by Laws 1967, ch. 81, § 35; 1975, ch. 64, § 17; 2003, ch. 318, § 33.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 36 of the ABA Model Business Corporation Act.
The 2003 amendment,
effective July 1, 2003, deleted "except as to the number constituting the initial board of directors, which number shall be fixed by the articles of incorporation" following "or the bylaws".
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1349 to 1352, 1360, 1362, 1363, 1381, 1395 to 1399.
Construction and effect of corporate bylaws or articles relating to change in number of directors, 3 A.L.R.3d 623.
19 C.J.S. Corporations § 434 to 442.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-37 - Classification of directors.

When the board of directors consists of two or more members, in lieu of electing the whole number of directors annually, the articles of incorporation may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after the classification, the number of directors equal to the number of the class whose term expires at the time of the meeting shall be elected to hold office until the second succeeding annual meeting, if there are two classes, or until the third succeeding annual meeting, if there are three classes. No classification of directors shall be effective prior to the first annual meeting of shareholders.
History:
1953 Comp., § 51-24-36, enacted by Laws 1967, ch. 81, § 36; 2001, ch. 200, § 49.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 37 of the ABA Model Business Corporation Act.
The 2001 amendment,
effective July 1, 2001, substituted "When the board of directors consists of two members" for "When the board of directors consists of nine members".
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1397, 1398.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-38 - Vacancies.

Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors by the shareholders.
History:
1953 Comp., § 51-24-37, enacted by Laws 1967, ch. 81, § 37; 1975, ch. 64, § 18.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 38 of the ABA Model Business Corporation Act.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1400, 1401.
Provision authorizing directors to fill vacancies in directorships as applicable to newly created directorships, 6 A.L.R.2d 174.
19 C.J.S. Corporations § 435.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-39 - Removal of directors.

A. At a meeting of shareholders called expressly for that purpose, directors may be removed in the manner provided in this section. Except as provided in Subsection D of this section, a director or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.
B. In the case of a corporation having cumulative voting, if less than the entire board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part.
C. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of this section apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.
D. Unless the articles of incorporation provide otherwise, in the case of a corporation whose board is classified as provided in Section 53-11-37 NMSA 1978, shareholders may remove directors only for cause.
History:
1953 Comp., § 51-24-38, enacted by Laws 1967, ch. 81, § 38; 1975, ch. 64, § 19; 2001, ch. 200, § 50.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 39 of the ABA Model Business Corporation Act.
The 2001 amendment,
effective July 1, 2001, inserted "Except as provided in Subsection D of this section," in the second sentence of Subsection A; and added Subsection D.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1427 to 1444.
Directors' power to remove officers or fellow directors, 63 A.L.R. 776.
Removal by court of director or officer of private corporation, 124 A.L.R. 364.
19 C.J.S. Corporations §§ 454 to 457.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-40 - Quorum of directors.

A majority of the number of directors as fixed pursuant to Section 53-11-36 NMSA 1978 shall constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. A quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding the voluntary withdrawal of enough directors to leave less than a quorum. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws.
History:
1953 Comp., § 51-24-39, enacted by Laws 1967, ch. 81, § 39; 1975, ch. 64, § 20.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 40 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1470 to 1474.
19 C.J.S. Corporations § 438.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-42 - Place and notice of directors' meetings; committee meetings.

Meetings of the board of directors, regular or special, or any committee designated thereby, may be held either within or without this state. Regular meetings of the board of directors or any committee designated thereby may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors or any committee designated thereby shall be held upon the notice prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated thereby need be specified in the notice or waiver of notice of the meeting unless required by the bylaws. Except as otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
History:
1953 Comp., § 51-24-41, enacted by Laws 1967, ch. 81, § 41; 1975, ch. 64, § 21.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 43 of the ABA Model Business Corporation Act.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1446 to 1450, 1464 to 1466, 1475.
Informality of meeting of directors as affecting action taken thereat, 64 A.L.R. 712.
Admissibility of oral evidence as to proceedings at meetings of stockholders or directors, 66 A.L.R. 1328, 48 A.L.R.2d 1259.
19 C.J.S. Corporations §§ 463, 474.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-43 - Action by directors without a meeting.

Unless otherwise provided by the articles of incorporation or bylaws, any action required by the Business Corporation Act to be taken at a meeting of the directors of a corporation, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. The consent shall have the same effect as a unanimous vote.
History:
1953 Comp., § 51-24-42, enacted by Laws 1967, ch. 81, § 42.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 44 of the ABA Model Business Corporation Act.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-45 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1983, ch. 304, § 73, repealed 53-11-45 NMSA 1978, as enacted by Laws 1967, ch. 81, § 44, relating to distributions from capital surplus, effective June 17, 1983.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-49 - Removal of officers.

Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create contract rights.
History:
1953 Comp., § 51-24-47, enacted by Laws 1967, ch. 81, § 47.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 51 of the ABA Model Business Corporation Act.
Resolution held not to be removal.
— A resolution suspending a newspaper executive during the period of litigation between him and the newspaper corporation was not a removal within the meaning of this section.
McKinney v. Gannett Co.
, 660 F. Supp. 984 (D.N.M. 1981), appeal dismissed, 694 F.2d 1240 (10th Cir. 1982).
Subsequent ratification not curing breach.
— Subsequent ratification by the board of directors of its removal of an officer in breach of an employment agreement could not cure the breach.
McKinney v. Gannett Co.
, 660 F. Supp. 984 (D.N.M. 1981), appeal dismissed, 694 F.2d 1240 (10th Cir. 1982).
Contract rights of person not removed.
— The underlying policy of this section giving precedence to contract rights implied that a former newspaper owner who sued a successor newspaper corporation for breach of his contract with the corporation could maintain his contract rights, even though it was another officer who was removed without the former owner's permission.
McKinney v. Gannett Co.
, 660 F. Supp. 984 (D.N.M. 1981), appeal dismissed, 694 F.2d 1240 (10th Cir. 1982).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1427 to 1444.
Directors' power to remove officers or fellow directors, 63 A.L.R. 776.
Construction, application and effect of statute empowering removal of officer, agent or employee at pleasure, 111 A.L.R. 894.
Removal by court of director or officer of private corporation, 124 A.L.R. 364.
Bylaw authorizing removal of officer at any time as affecting contract of employment for specified period, 145 A.L.R. 312.
"Golden parachute" defense to hostile corporate takeover, 66 A.L.R.4th 138.
19 C.J.S. Corporations §§ 454 to 457.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-51 - Shares held for account.

A. If the articles of incorporation or the bylaws so provide, the board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth:
(1) the types or groups of shareholders who may certify;
(2) the purpose or purposes for which the certification may be made;
(3) the form of certification and information to be contained therein;
(4) the deadline, if any, within which the certification must be received by the corporation; and
(5) such other provisions with respect to the procedure as are deemed necessary or desirable.
B. Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.
History:
1953 Comp., § 51-24-49, enacted by Laws 1975, ch. 64, § 26.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 12 - Business Corporations; Formation of Corporations › Section 53-12-1 - Incorporators.

One or more persons or a domestic or foreign corporation may act as incorporator of a corporation by signing and delivering an original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, to the commission [secretary of state] of articles of incorporation for the corporation.
History:
1953 Comp., § 51-25-1, enacted by Laws 1967, ch. 81, § 49; 2003, ch. 318, § 34.
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.
Compiler's notes.
— This section is derived from Section 53 of the ABA Model Business Corporation Act.
The 2003 amendment,
effective July 1, 2003, deleted "or incorporators" following "act as incorporator" and substituted "an original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original" for "in duplicate" following "signing an delivering".
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 189, 190.
Liability of attorney for improper or ineffective incorporation of client, 40 A.L.R.4th 535.
18 C.J.S. Corporations § 25 et seq.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 12 - Business Corporations; Formation of Corporations › Section 53-12-4 - Effect of incorporation.

Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, upon delivery of the articles of incorporation to the commission [secretary of state], the corporate existence shall begin, and the certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under the Business Corporation Act, except as against this state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.
History:
1953 Comp., § 51-25-4, enacted by Laws 1967, ch. 81, § 52; 1983, ch. 304, § 44.
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.
Compiler's notes.
— This section is derived from Section 56 of the ABA Model Business Corporation Act.
Cross references.
— For definition of "commission,"
see
53-11-2L NMSA 1978.
The 1983 amendment,
effective June 17, 1983, deleted "issuance of certificate of" preceding "incorporation" in the catchline and substituted "Unless the commission . . . to the commission," for "Upon the issuance of the certificate of incorporation," at the beginning of the section.
Statutory conditions to be met after incorporation are conditions subsequent.
— Statutory conditions to the right to engage in business, to be performed after the corporation has been formed, are conditions subsequent, and while noncompliance therewith may give the state a right to proceed to forfeit the franchise, such noncompliance in the absence of such proceeding does not in anywise affect the legal existence of the corporation.
Scott Graphics, Inc. v. Mahaney
, 1976-NMCA-038, 89 N.M. 208, 549 P.2d 623, cert. denied, 89 N.M. 322, 551 P.2d 1369.
Law reviews.
— Annual Survey of New Mexico Corporate Law, see 17 N.M.L. Rev. 253 (1987).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Corporations § 67.
18 C.J.S. Corporations §§ 45 to 61.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 12 - Business Corporations; Formation of Corporations › Section 53-12-5 - Organization meeting of directors.

After the issuance of the certificate of incorporation, an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the directors named in the articles of incorporation, for the purpose of adopting bylaws, electing officers and the transaction of other business as may come before the meeting. The directors calling the meeting shall give at least three days' notice thereof by mail to each director so named, stating the time and place of the meeting.
History:
1953 Comp., § 51-25-6, enacted by Laws 1967, ch. 81, § 54; 1975, ch. 64, § 28.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 57 of the ABA Model Business Corporation Act.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 220, 221.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 12 - Business Corporations; Formation of Corporations › Section 53-12-6 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1993, ch. 318, § 6 repealed 53-12-6 NMSA 1978, as enacted by Laws 1991, ch. 170, § 8, requiring any person elected or appointed to a board of directors to file an affidavit with the corporation stating that he consents to be a member of the board of directors, effective June 18, 1993. For provisions of former section,
see
the 1992 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 13 - Business Corporations; Amendment of Articles of Incorporation › Section 53-13-3 - Class voting on amendments.

The holders of the outstanding shares of a class may vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would:
A. effect an exchange, reclassification or cancellation of all or part of the shares or the class;
B. effect an exchange or create a right of exchange of all or any part of the shares of another class into the shares of the class;
C. change the designations, preferences, limitations or relative rights of the shares of the class;
D. change the shares of the class into the same or a different number of shares of the same class or another class;
E. create a new class of shares having rights and preferences prior and superior to the shares of the class or increase the rights and preferences or the number of authorized shares of any class having rights and preferences prior or superior to the shares of the class;
F. in the case of a preferred or special class of shares, divide the shares of the class into series and fix and determine the designation of the series and the variations in the relative rights and preferences between the shares of the series or authorize the board of directors to do so;
G. limit or deny the existing preemptive rights of the shares of the class; or
H. cancel or otherwise affect dividends on the shares of the class which have accrued but have not been declared.
History:
1953 Comp., § 51-26-3, enacted by Laws 1967, ch. 81, § 57; 1975, ch. 64, § 30; 1983, ch. 304, § 47; 2001, ch. 200, § 52.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 60 of the ABA Model Business Corporation Act.
The 2001 amendment,
effective July 1, 2001, deleted former Subsection A, which read "increase or decrease the aggregate number of authorized shares of the class", and renumbered the remaining Subsections accordingly.
The 1983 amendment,
effective June 17, 1983, redesignated former Subsections C to J as present Subsections B to I, respectively, deleted former Subsection B, which read "increase or decrease the par value of the shares of the class" deleted "whether with or without par value," preceding "into" and deleted "either with or without par value" preceding "of the same" in Subsection E, and deleted "or classes" at the end of Subsection E.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 13 - Business Corporations; Amendment of Articles of Incorporation › Section 53-13-4 - Articles of amendment.

The articles of amendment shall be executed by the corporation by an authorized officer and shall set forth:
A. the name of the corporation;
B. the amendment adopted;
C. the date of the adoption of the amendment by the shareholders or by the board of directors where no shares have been issued;
D. the number of shares outstanding and the number of shares entitled to vote on the amendment and, if the shares of any class are entitled to vote on it as a class, the designation and number of outstanding shares entitled to vote of each class;
E. the number of shares voted for and against the amendment, respectively, and, if the shares of any class are entitled to vote on the amendment as a class, the number of shares of each class voted for and against the amendment, respectively, or if no shares have been issued, a statement to that effect; and
F. if the amendment provides for an exchange, reclassification or cancellation of issued shares and if the manner in which the action shall be effected is not set forth in the amendment, then a statement of the manner in which it shall be effected.
History:
1953 Comp., § 51-26-4, enacted by Laws 1967, ch. 81, § 58; 1975, ch. 64, § 31; 1983, ch. 304, § 48; 2001, ch. 200, § 53.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 61 of the ABA Model Business Corporation Act.
The 2001 amendment,
effective July 1, 2001, in the preliminary language, deleted the provision that the articles of amendment be executed in duplicate, and substituted "an authorized officer" for "its chairman of the board, president or vice president and by its secretary or assistant secretary and verified by one of the officers signing the articles" and substituted "in which the action shall be" for "in which they shall be" in Subsection F.
The 1983 amendment,
effective June 17, 1983, inserted "chairman of the board," near the middle of the introductory language and deleted former Subsection G, which read "if the amendment effects a change in the amount of stated capital, then a statement of the manner in which it is effected and a statement, expressed in dollars, of the amount of stated capital as changed by the amendment" and made other minor changes.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 13 - Business Corporations; Amendment of Articles of Incorporation › Section 53-13-5 - Filing of articles of amendment.

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 amendment shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the articles of amendment conform to law, it shall, when all fees have been paid:
(1) endorse on the original and copy the word "filed" and the month, day and year of the filing;
(2) file the original in its office; and
(3) issue a certificate of amendment to which it shall affix the copy.
B. The certificate of amendment, together with the duplicate original of the articles of amendment affixed thereto by the commission [secretary of state], shall be returned to the corporation or its representative.
History:
1953 Comp., § 51-26-5, enacted by Laws 1967, ch. 81, § 59; 1983, ch. 304, § 49; 2003, ch. 318, § 37.
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.
Compiler's notes.
— This section is derived from Section 62 of the ABA Model Business Corporation Act.
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 duplicate originals" in Paragraph A(2); substituted "copy" for "other duplicate original" in Paragraph A(3).
The 1983 amendment,
effective June 17, 1983, deleted "and franchise taxes" following "fees" in the last sentence of the introductory language of Subsection A.
No requirement to file with county clerk.
— No requirement exists in this section for filing the amendments with the county clerks. 1968 Op. Att'y Gen. No. 68-108.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 13 - Business Corporations; Amendment of Articles of Incorporation › Section 53-13-6 - Effect of certificate of amendment.

Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, the amendment shall become effective upon delivery of the articles of amendment to the commission [secretary of state] or on such later date, not more than thirty days subsequent to the delivery thereof to the commission [secretary of state], as shall be provided for in the articles of amendment. No amendment shall affect any existing cause of action in favor of or against the corporation or any pending suit to which the corporation is a party or the existing rights of persons other than shareholders; and, in the event the corporate name is changed by amendment, no suit brought by or against the corporation under its former name shall abate for that reason.
History:
1953 Comp., § 51-26-6, enacted by Laws 1967, ch. 81, § 60; 1983, ch. 304, § 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.
Compiler's notes.
— This section is derived from Section 63 of the ABA Model Business Corporation Act.
The 1983 amendment,
effective June 17, 1983, rewrote the first sentence, which formerly read: "Upon the issuance of the certificate of amendment by the commission, the amendment shall become effective and the articles of incorporation shall be deemed to be amended accordingly."
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 13 - Business Corporations; Amendment of Articles of Incorporation › Section 53-13-9 to 53-13-12 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1983, ch. 304, § 73 repealed 53-13-9 to 53-13-12 NMSA 1978, as enacted by Laws 1967, ch. 81, §§ 63 to 66, relating to restrictions on redemption or purchase of redeemable shares, cancellation of redeemable shares by redemption or purchase, cancellation of other reacquired shares, and reduction of stated capital in certain cases, respectively, effective June 17, 1983.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 13 - Business Corporations; Amendment of Articles of Incorporation › Section 53-13-13 - Procedure for share exchange.

All the issued or all the outstanding shares of one or more classes of any domestic corporation may be acquired through the exchange of all such shares of such class or classes by another domestic corporation pursuant to a plan of exchange approved in the manner provided in the Business Corporation Act. The board of directors of each corporation shall, by resolution adopted by each such board, approve a plan of exchange setting forth:
A. the name of the corporation the shares of which are proposed to be acquired by exchange and the name of the corporation to acquire the shares of such corporation in the exchange, which is hereinafter designated as the acquiring corporation;
B. the terms and conditions of the proposed exchange;
C. the manner and basis of exchanging the shares to be acquired for shares, obligations or other securities of the acquiring corporation or any other corporation, or, in whole or in part, for cash or other property; and
D. such other provisions with respect to the proposed exchange as are deemed necessary or desirable.
The procedure authorized by this section shall not be deemed to limit the power of a corporation to acquire all or part of the shares of any class or classes of a corporation through a voluntary exchange or otherwise by agreement with the shareholders.
History:
1978 Comp., § 53-13-13, enacted by Laws 1983, ch. 304, § 53.
ANNOTATIONS
Repeals and reenactments.
— Laws 1983, ch. 304, § 53, repealed former 53-13-13 NMSA 1978, relating to special provisions relating to surplus and reserves, and enacted a new section.