reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-6.1 - Registered office and registered agent.

An association shall have and continuously maintain in New Mexico:
A. a registered office, which may be the same as its principal office; and
B. a registered agent that may be:
(1) an individual resident in the state whose business office is identical with the registered office of the association;
(2) a for-profit or not-for-profit domestic corporation having an office identical with the registered office of the association; or
(3) a for-profit or not-for-profit foreign corporation authorized to transact business or conduct affairs in New Mexico and having an office identical with the registered office of the corporation.
History:
Laws 2001, ch. 200, § 23.
ANNOTATIONS
Effective dates.
— Laws 2001, ch. 200, § 101 made Laws 2001, ch. 200, § 23 effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-6.3 - Service of process on association.

The registered agent appointed by an association shall be an agent of the association upon whom any process, notice or demand required or permitted by law to be served upon the association may be served. Nothing in this section limits or affects the right for process, notice or demand to be served upon an association in any other manner permitted by law.
History:
Laws 2001, ch. 200, § 25.
ANNOTATIONS
Effective dates.
— Laws 2001, ch. 200, § 101 made Laws 2001, ch. 200, § 25 effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-6.4 - Recompiled.

ANNOTATIONS
Recompilations.
— Laws 2001, ch. 200, § 26, relating to the cancellation of certification of incorporation of some domestic corporations, was erroneously compiled as 53-4-6.4 NMSA 1978. It was recompiled as 53-5-7.1 NMSA 1978.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-7 - Articles of incorporation; amendments; fee.

A. Amendments to the articles of incorporation may be proposed by a two-thirds' vote of the board of directors or by petition of one-tenth of the association's members. Notice of the meeting to consider the amendment shall be sent by the secretary at least thirty days in advance to each member at his last known address, accompanied by the full text of the proposal and by that part of the articles to be amended. Two-thirds of the members voting may adopt the amendment and, when verified by the president and the secretary, it shall be filed with the public regulation commission [secretary of state] within thirty days of its adoption, and a fee of twenty-five dollars ($25.00) shall be paid.
B. If the amendment is to alter the preferences of outstanding shares of any type or to authorize the issuance of shares having preferences superior to outstanding shares of any type, the vote of two-thirds of the members owning the outstanding shares affected by the change shall also be required for the adoption of the amendment.
C. The amount of capital and the number and par value of shares may be diminished or increased by amendment of the articles, but the capital shall not be diminished below the amount of paid-up capital existing at the time of amendment.
History:
Laws 1939, ch. 164, § 7; 1941 Comp., § 54-1407; 1953 Comp., § 51-15-7; Laws 1993, ch. 311, § 5; 2001, ch. 200, § 17.
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 2001 amendment,
effective July 1, 2001, inserted "of incorporation" following "articles" and substituted "public regulation commission" for "state corporation commission".
The 1993 amendment,
effective July 1, 1993, added the subsection designations; and in Subsection A, substituted "twenty-five dollars ($25.00)" for "ten dollars ($10.00)" and made minor stylistic changes throughout the subsection.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations §§ 13 to 15; 18 Am. Jur. 2d Corporations §§ 79 to 95.
18 C.J.S. Corporations § 25 et seq.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-8 - Adoption, amendment, or repeal of by-laws [bylaws].

By-laws [Bylaws] shall be adopted, amended, or repealed by a majority vote of the members voting.
History:
Laws 1939, ch. 164, § 8; 1941 Comp., § 54-1408; 1953 Comp., § 51-15-8.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations §§ 13 to 15; 18A Am. Jur. 2d Corporations §§ 327 to 330, 332.
18 C.J.S. Corporations §§ 111 to 121.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-9 - Contents of by-laws [bylaws].

The by-laws [bylaws] may, within the limitations set forth herein provide for:
A. the method and terms of admission to membership and the disposal of members' interests on cessation of membership for any reason;
B. the time, place and manner of calling and conducting meetings;
C. the number or percentage of the members constituting a quorum;
D. the number, qualifications, powers, duties, term of office, and manner, time and vote for election, of directors and officers; and the classification, if any, of directors;
E. the compensation, if any, of the directors, and the number of directors necessary to constitute a quorum;
F. the method of distributing the net savings;
G. the various discretionary provisions herein as well as other provisions incident to the purposes and activities of the association.
History:
Laws 1939, ch. 164, § 9; 1941 Comp., § 54-1409; 1953 Comp., § 51-15-9.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations §§ 13 to 15; 18 Am. Jur. 2d Corporations §§ 17, 18; 18A Am. Jur. 2d Corporations §§ 310, 311, 314 to 318, 320, 321, 323, 325, 326, 331.
18 C.J.S. Corporations §§ 113 to 115; 43 C.J.S. Industrial Cooperative Societies § 4.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-9.1 - Indemnification of officers and directors.

Each association shall have the power to indemnify any director or officer or former director or officer of the association against reasonable expenses, costs and attorneys' fees actually and reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of being or having been a director or officer. The indemnification may include any amounts paid to satisfy a judgment or to compromise or settle a claim. The director or officer shall not be indemnified if he shall be adjudged to be liable on the basis that he has breached or failed to perform the duties of his office and the breach or failure to perform constitutes willful misconduct or recklessness. Advance indemnification may be allowed of a director or officer for reasonable expenses to be incurred in connection with the defense of the action, suit or proceeding, provided that the director or officer shall reimburse the association if it is subsequently determined that the director or officer was not entitled to indemnification. Each association may make any other indemnification as authorized by the articles of incorporation or bylaws or by a resolution adopted after notice by the members entitled to vote. As used in this section, "director" means any person who is or was a director of the association and any person who, while a director of the association, is or was serving at the request of the association as a director, officer, partner, trustee, employee or agent of any foreign or domestic corporation or nonprofit corporation, cooperative, partnership, joint venture, trust, other incorporated or unincorporated enterprise or employee benefit plan or trust.
History:
1978 Comp., § 53-4-9.1, enacted by Laws 1987, ch. 238, § 1.
ANNOTATIONS
Cross references.
— For indemnification of officers and directors,
see
53-8-26 NMSA 1978.
Law reviews.
— For article, "Statutory Adoption of Several Liability in New Mexico: A Commentary and Quasi-Legislative History," see 18 N.M.L. Rev. 483 (1988).
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-10 - Regular and special meetings.

Regular meetings of members shall be held as prescribed in the by-laws [bylaws], but shall be held at least once a year. Special meetings may be demanded by a majority vote of the directors or by written petition of at least one-tenth of the members, in which case it shall be the duty of the secretary to call such meeting to take place within 30 days after such demand. Regular or special meetings, including meetings by units as hereinafter provided, may be held within or without this state as the articles or by-laws [bylaws] may prescribe.
History:
Laws 1939, ch. 164, § 10; 1941 Comp., § 54-1410; 1953 Comp., § 51-15-10.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1456, 1461, 1464, 1465, 1467, 1470, 1471.
18 C.J.S. Corporations §§ 362 to 396; 43 C.J.S. Industrial Cooperative Societies § 12.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-11 - Notice of meeting.

The secretary shall give notice of the time and place of meetings by sending a notice thereof to each member at his last-known address not less than the number of days in advance of the meeting specified in the by-laws [bylaws]. In case of a special meeting the notice shall specify the purpose for which such meeting is called.
History:
Laws 1939, ch. 164, § 11; 1941 Comp., § 54-1411; 1953 Comp., § 51-15-11.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1448, 1452 to 1455, 1457, 1458, 1460, 1480 to 1482.
18 C.J.S. Corporations §§ 365 to 367.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-12 - Meetings by units of the membership.

The articles or by-laws [bylaws] may provide for the holding of meetings by units of the membership and may provide for a method of transmitting the votes there cast to the central meeting, or for a method of representation by the election of delegates to the central meeting; or for a combination of both such methods.
History:
Laws 1939, ch. 164, § 12; 1941 Comp., § 54-1412; 1953 Comp., § 51-15-12.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1466, 1467, 1684 to 1686, 1726, 1727.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-13 - One member - one vote.

Each member of an association shall have one and only one vote, except that, where an association has, as members, other associations, or groups organized on a cooperative basis, the voting rights of such member associations or groups may be prescribed in the article or by-laws [bylaws].
No voting agreement or other device to evade the one member-one vote rule shall be enforceable at law or in equity.
History:
Laws 1939, ch. 164, § 13; 1941 Comp., § 54-1413; 1953 Comp., § 51-15-13.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations § 1476.
18 C.J.S. Corporations § 378.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-14 - No proxy.

No member shall be permitted to vote by proxy.
History:
Laws 1939, ch. 164, § 14; 1941 Comp., § 54-1414; 1953 Comp., § 51-15-14.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations § 32; 18B Am. Jur. 2d Corporations § 1478.
18 C.J.S. Corporations §§ 385 to 394.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-15 - Voting by mail.

The articles or by-laws [bylaws] may provide for either or both of the following types of voting by mail:
A. that the secretary shall send to the members a copy of any proposed schedule to be offered at a meeting, together with the notice of said meeting, and that the mail votes cast by the members shall be counted together with those cast at the meeting if such mail votes are returned to the association within a specified number of days;
B. that the secretary shall send to any member absent from a meeting an exact copy of the proposal acted upon at the meeting, and that the mail vote of the member upon such proposal, if returned within a specified number of days, shall be counted together with the votes cast at said meeting.
The articles or by-laws [bylaws] may also determine whether and to what extent mail votes shall be counted in computing a quorum.
History:
Laws 1939, ch. 164, § 15; 1941 Comp., § 54-1415; 1953 Comp., § 51-15-15.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-16 - Application of voting provisions herein to voting by mail.

If an association has provided for voting by mail, any provision herein referring to votes cast by the members shall be construed to include the votes cast by mail.
History:
Laws 1939, ch. 164, § 16; 1941 Comp., § 54-1416; 1953 Comp., § 51-15-16.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-17 - Application of voting provisions herein to voting by delegates.

If an association has provided for voting by delegates, any provision herein referring to votes cast by the members shall apply to votes cast by delegates; but this shall not permit delegates to vote by mail.
History:
Laws 1939, ch. 164, § 17; 1941 Comp., § 54-1417; 1953 Comp., § 51-15-17.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-18 - Directors.

An association shall be managed by a board of not less than five directors, who shall be elected by and from the members of the association, and shall hold office until their successors are elected, or until removed. Vacancies in the board of directors, otherwise than by removal or expiration of term, shall be filled in such manner as the by-laws [bylaws] may provide.
The by-laws [bylaws] may provide for a method of apportioning the number of directors among the units into which the association may be divided, and for the election of directors by the respective units to which they are apportioned.
An executive committee of the board of directors may be elected in such a manner and with such powers and duties as the articles or by-laws [bylaws] may prescribe.
Meetings of directors or of the executive committee may be held within or without the state.
History:
Laws 1939, ch. 164, § 18; 1941 Comp., § 54-1418; 1953 Comp., § 51-15-18.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations §§ 18, 19; 18A Am. Jur. 2d Corporations §§ 953 to 955, 986, 1159; 18B Am. Jur. 2d Corporations §§ 1362, 1363, 1365, 1366, 1371, 1381.
19 C.J.S. Corporations §§ 433 to 553; 43 C.J.S. Industrial Cooperative Societies § 8.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-18.1 - 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 association 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 association 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., § 53-4-18.1, enacted by Laws 1987, ch. 238, § 2.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-18.2 - Liability of directors.

No director of the association shall be personally liable to the association 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 53-4-18.1 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 on or after the date when the provisions of this section become effective.
History:
1978 Comp., § 53-4-18.2, enacted by Laws 1987, ch. 238, § 3.
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 4 - Cooperative Associations › Section 53-4-18.3 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1993, ch. 318, § 6 repealed 53-4-18.3 NMSA 1978, as enacted by Laws 1991, ch. 170, § 3, 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 4 - Cooperative Associations › Section 53-4-19 - Officers.

The officers of an association shall include a president, one or more vice presidents, a secretary and a treasurer or a secretary-treasurer. The officers shall be elected annually by the directors unless the by-laws [bylaws] otherwise provide. The president and at least one vice president must be directors, but no other officer need be a director.
History:
Laws 1939, ch. 164, § 19; 1941 Comp., § 54-1419; 1953 Comp., § 51-15-19.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations §§ 33, 35; 18B Am. Jur. 2d Corporations §§ 1360, 1361, 1364, 1406.
19 C.J.S. Corporations §§ 433 to 553; 43 C.J.S. Industrial Cooperative Societies § 8.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-20 - Removal of directors and officers.

A director or officer may be removed with or without cause, by a vote of two-thirds of the members voting at a regular or special meeting. The director or officer involved shall have an opportunity to be heard at said meeting. A vacancy caused by any such removal shall be filled by the vote provided in the by-laws [bylaws] for election of directors.
History:
Laws 1939, ch. 164, § 20; 1941 Comp., § 54-1420; 1953 Comp., § 51-15-20.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1430, 1432, 1439, 1440, 1443, 1690, 2065, 2077, 2078.
19 C.J.S. Corporations §§ 454 to 457; 43 C.J.S. Industrial Cooperative Societies § 8.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-21 - Referendum.

The articles or by-laws [bylaws] may provide that within a specified period of time any action taken by the directors must be referred to the members for approval or disapproval if demanded by petition of at least ten percent (10%) of all the members or by vote of at least a majority of the directors. However, the rights of third parties which have vested between the time of such action and such referendum shall not be impaired thereby.
History:
Laws 1939, ch. 164, § 21; 1941 Comp., § 54-1421; 1953 Comp., § 51-15-21.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-21.1 - Disposition of property.

An association may not sell, convey, lease, exchange, transfer or otherwise dispose of all or any substantial portion of its property unless such sale, conveyance, lease, exchange, transfer or other disposition is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than two-thirds of all of the members of the association and unless the notice of such proposed sale, lease or other disposition shall have been contained in the notice of the meeting; provided, however, that notwithstanding anything herein contained or any other provisions of law, the board of directors of an association, without authorization by the members thereof, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging, assignment for security purposes or encumbering of any or all of the property, assets, rights, privileges, licenses, franchises and permits of the association, whether acquired or to be acquired and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the association.
History:
1978 Comp., § 53-4-21.1, enacted by Laws 1987, ch. 238, § 4.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-22 - Limitations on interest-dividends.

Interest-dividends shall not exceed fifteen percent per year and shall be noncumulative. Total interest-dividends distributed for any single period shall not exceed fifty percent of the net savings for that period.
History:
Laws 1939, ch. 164, § 22; 1941 Comp., § 54-1422; 1953 Comp., § 51-15-22; Laws 1983, ch. 14, § 1.
ANNOTATIONS
The 1983 amendment,
effective June 17, 1983, combined the former first and second paragraphs into the present single paragraph and substituted "fifteen percent per year" for "six percent per annum" in the first sentence.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations § 22; 18B Am. Jur. 2d Corporations §§ 1175, 1263 to 1276, 1305.
Distribution of funds by nonprofit corporation absent dissolution, 51 A.L.R.3d 1318.
Validity and enforceability of bylaw amendment reducing benefits available to members, 61 A.L.R.3d 976.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-23 - Eligibility and admission to membership.

Any natural person, association, incorporated or unincorporated group organized on a cooperative basis, or any nonprofit group shall be eligible for membership in an association if it has met any qualifications for eligibility stated in the articles or by-laws [bylaws], and shall be deemed a member upon payment in full for the minimum amount of share or membership capital stated in the articles as necessary to qualify for membership.
History:
Laws 1939, ch. 164, § 23; 1941 Comp., § 54-1423; 1953 Comp., § 51-15-23.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
A cooperative incorporated under the Cooperative Association Act may not lawfully receive state funds.
— A cooperative incorporated under the Cooperative Association Act (CAA) may not be comprised of public entities, and therefore no New Mexico public funds may be provided to a cooperative organized under the CAA and meeting the requirements for tax exempt status of Internal Revenue Code Section 501(c)(12), unless such funds satisfy the requirements of the New Mexico anti-donation clause. This limitation applies to state funds only, and does not apply to any federal funds that are channeled through a state entity.
Legality of a 501(c)(12) Cooperative to Receive State and Federal Funding for the Development and Operation of Fiber-Optic Broadband Networks
(7/19/22), Att'y Gen. Adv. Ltr. 2022-06.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations §§ 14, 21; 18A Am. Jur. 2d Corporations §§ 728 to 730.
18 C.J.S. Corporations §§ 293 to 304.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-24 - Subscribers.

Any natural person or group eligible for membership and legally obligated to purchase a share or shares of, or membership in, an association shall be deemed a subscriber; the articles or by-laws [bylaws] may determine whether, and the conditions under which, any rights of membership shall be granted to subscribers.
History:
Laws 1939, ch. 164, § 24; 1941 Comp., § 54-1424; 1953 Comp., § 51-15-24.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 578 to 580.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-25 - Share and membership certificates; issuance and contents.

No certificate for shares or for membership shall be issued until paid for in full. There shall be printed upon each certificate issued by an association a statement embodying the requirements of Sections 13, 14 and 26 [53-4-13, 53-4-14, 53-4-26 NMSA 1978] herein and of any provisions in its articles which limit the right of the certificate holder to assign or transfer such certificate.
History:
Laws 1939, ch. 164, § 25; 1941 Comp., § 54-1425; 1953 Comp., § 51-15-25.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Corporations §§ 42, 45; 18A Am. Jur. 2d Corporations §§ 663, 736, 890.
18 C.J.S. Corporations § 122 et seq.; 43 C.J.S. Industrial Cooperatives § 12.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-26 - Transfer of shares and membership; withdrawal.

If a member desires to withdraw from the association or dispose of any or all of his holdings therein, the directors shall have the power to purchase such holdings by paying him out of surplus funds the par value of any or all of the holdings offered. The directors shall then reissue or cancel the same. A vote of the majority of the members voting at a regular or special meeting may order the directors to exercise this power to purchase.
If the association fails, within 60 days of the original offer, to purchase all or any part of the holdings offered, the member may dispose of the unpurchased interest elsewhere, subject to the approval of the transferee by a majority vote of the directors. Any would-be transferee not approved by the directors may appeal to the members at their first regular or special meeting thereafter, and the action of the meeting shall be final. If such transferee is not approved, the directors are under a duty to exercise their power to purchase, if and when there are sufficient surplus funds.
History:
Laws 1939, ch. 164, § 26; 1941 Comp., § 54-1426; 1953 Comp., § 51-15-26.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations § 25; 18A Am. Jur. 2d Corporations §§ 689 to 691, 699.
43 C.J.S. Industrial Cooperative Societies § 19.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-27 - Share and membership certificates; recall.

The by-laws [bylaws] may give the directors the power to use the surplus funds to recall, at par value, the holdings of any member in excess of the amount requisite for membership; and may also provide that if any member has failed to patronize the association during a period of time specified in the by-laws [bylaws], the directors may use the surplus funds to recall all his holdings and thereupon he shall cease to be a member of the association. When so recalled, such share or membership certificates shall be either reissued or canceled.
History:
Laws 1939, ch. 164, § 27; 1941 Comp., § 54-1427; 1953 Comp., § 51-15-27.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 488, 541, 542.
43 C.J.S. Industrial Cooperative Societies § 19.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-28 - Share and membership certificates; attachment.

The holdings of any member of an association, to the extent of the minimum amount necessary for membership, shall be exempt from attachment, execution, or garnishment for the debts of the owner. If any holdings in excess of this amount are subject to such liability, the directors of the association may either admit the purchaser thereof to membership, or may, if and when there are sufficient surplus funds, purchase from him such holdings at par value.
History:
Laws 1939, ch. 164, § 28; 1941 Comp., § 54-1428; 1953 Comp., § 51-15-28.
ANNOTATIONS
Cross references.
— For rules governing garnishment and writs of execution in the district, magistrate, and metropolitan courts,
see
Rules 1-065.1, 2-801, and 3-801, NMRA respectively.
For form for claim of exemptions on executions,
see
Rule 4-803 NMRA.
For form for order on claim of exemption and order to pay in execution proceedings,
see
Rule 4-804 NMRA.
For form for application for writ of garnishment and affidavit,
see
Rule 4-805 NMRA.
For form for notice of right to claim exemptions from execution,
see
Rule 4-808A NMRA.
For form for claim of exemption from garnishment,
see
Rule 4-809 NMRA.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 43 C.J.S. Industrial Cooperative Societies § 10.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-29 - Liability of members.

Members shall not be jointly or severally liable for any debts of the association, nor shall subscribers be so liable except to the extent of the unpaid amount on the shares or membership certificates subscribed by them. No subscriber shall be released from such liability by reason of any assignment of his interest in the shares or membership certificate, but shall remain jointly and severally liable with the assignee until the shares or certificates are fully paid up.
History:
Laws 1939, ch. 164, § 29; 1941 Comp., § 54-1429; 1953 Comp., § 51-15-29.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations §§ 30 to 32; 18A Am. Jur. 2d Corporations §§ 249 to 257.
Liability of member or former member of marketing or purchasing cooperative for its debts or losses, 96 A.L.R.3d 1243.
18 C.J.S. Corporations §§ 414 to 432.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-30 - Expulsion.

A member may be expelled by the vote of a majority of the members voting at a regular or special meeting. The member against whom the charges are to be preferred shall be informed thereof in writing at least 10 days in advance of the meeting, and shall have an opportunity to be heard in person or by counsel at said meeting. On decision of the association to expel a member, the board of directors shall purchase the member's holdings at par value, if and when there are sufficient surplus funds.
History:
Laws 1939, ch. 164, § 30; 1941 Comp., § 54-1430; 1953 Comp., § 51-15-30.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations §§ 15, 26; 18A Am. Jur. 2d Corporations §§ 935 to 938, 940 to 942, 944 to 947.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-32 - Bonding.

Every individual acting as officer or employee of an association and handling funds or securities amounting to one thousand dollars ($1,000.00) or more, in any one year, shall be covered by an adequate bond as determined by the board of directors, and at the expense of the association; and the by-laws [bylaws] may also provide for the bonding of other employees or officers.
History:
Laws 1939, ch. 164, § 32; 1941 Comp., § 54-1432; 1953 Comp., § 51-15-32.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 63A Am. Jur. 2d Public Officers and Employees §§ 491, 499, 500.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-33 - Books; auditing.

To record its business operation, every association shall keep a set of books, which shall be audited at the end of each fiscal year by an experienced bookkeeper or accountant who shall not be an officer or director. Where the annual business amounts to less than ten thousand dollars [($10,000)], the audit may be performed by an auditing committee of three, who shall not be directors, officers, or employees. A written report of the audit, including a statement of the amount of business transacted with members, and the amount transacted with nonmembers, the balance sheet, and the income and expenses, shall be submitted to the annual meeting of the association.
History:
Laws 1939, ch. 164, § 33; 1941 Comp., § 54-1433; 1953 Comp., § 51-15-33.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations §§ 14, 21; 18A Am. Jur. 2d Corporations §§ 348 to 354, 356 to 363, 365 to 368, 381, 383, 384.
18 C.J.S. Corporations §§ 110, 332 to 338.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-35 - Notice of delinquent reports; forfeitures; reinstatement.

If an association fails to make a report within the required period of sixty days, the public regulation commission [secretary of state] shall, within sixty days from the expiration of the period, send the association a registered letter, directed to its principal office, stating the delinquency and its consequences. If the association fails to file the report within sixty days from the mailing of such notice, the commission [secretary of state] shall notify it by registered letter that its corporate rights stand forfeited, shall remove its name from its list of live corporations and notify the attorney general, who shall cause its affairs to be wound up. If, within sixty days from such forfeiture, the association files the report and pays a penalty of ten dollars ($10.00) and all actual expenses of any suit begun to wind it up, the commission [secretary of state] shall set aside the forfeiture, the suit shall be dismissed and the association shall be reinstated to its former rights and legal status.
History:
Laws 1939, ch. 164, § 35; 1941 Comp., § 54-1435; 1953 Comp., § 51-15-35; 2001, ch. 200, § 19.
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 2001 amendment,
effective July 1, 2001, substituted "public regulation commission" for "state corporation commission of New Mexico"; and substituted "commission" for "state corporation commission" and "corporation commission".
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations § 22; 19 Am. Jur. 2d Corporations §§ 2734, 2740, 2741, 2746, 2788 to 2805, 2807 to 2810.
19 C.J.S. Corporations § 542.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-36 - Voluntary dissolution.

An association may, at any regular or special meeting legally called, be directed to dissolve by a vote of two-thirds of the entire membership. By a vote of a majority of the members voting three of their number shall be designated as trustees, who shall, on behalf of the association and within a time fixed in their designation or within any extension thereof, liquidate its assets, pay its debts and expenses; return to the members the par value of their shares or of their membership certificates; return to subscribers the amount paid on their subscriptions, to patrons the amount of savings returns credited to their accounts toward purchase of shares or membership certificates; and distribute any surplus in either or both of the following ways, as the articles may provide:
A. among those patrons who have been members or subscribers at any time during the past six years, on the basis of their patronage during that period;
B. as a gift to any consumers' cooperative association or other nonprofit enterprise which may be designated in the articles.
History:
Laws 1939, ch. 164, § 36; 1941 Comp., § 54-1436; 1953 Comp., § 51-15-36.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations § 22; 19 Am. Jur. 2d Corporations §§ 2740, 2741, 2746, 2748, 2750 to 2756, 2758 to 2762, 2764 to 2766, 2770 to 2778, 2780, 2781, 2785, 2834, 2880 to 2883.
19 C.J.S. Corporations §§ 811 to 882.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-37 - Use of name "cooperative"; penalty.

A. Only the following entities are entitled to use the term "cooperative" or an abbreviation or derivation of that term as part of their business names or to represent themselves as conducting business on a cooperative basis:
(1) associations organized pursuant to the Cooperative Association Act;
(2) groups organized on a cooperative basis pursuant to any other law of this state; and
(3) foreign corporations authorized to do business in this state on a cooperative basis pursuant to the Cooperative Association Act or any other law of this state.
B. Any person, firm or corporation violating the provisions of Subsection A of this section shall be guilty of a misdemeanor, punishable by a fine of not more than two hundred dollars ($200), and the attorney general or any aggrieved individual or association or group organized on a cooperative basis may sue to enjoin an alleged violation of this section.
C. Should the courts or the attorney general or the public regulation commission [secretary of state] decide that any person, firm or corporation, using the name "cooperative" prior to these provisions and not organized on a cooperative basis, is entitled to continue in such use, any such business shall always place immediately after its name, the words "does not comply with the cooperative laws of New Mexico" in the same kind of type and in letters not less than two-thirds as large as those used in the term "cooperative".
History:
Laws 1939, ch. 164, § 37; 1941 Comp., § 54-1437; 1953 Comp., § 51-15-37; 2001, ch. 200, § 20.
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.
Cross references.
— For optional use of "cooperative" in title of cooperative marketing association of agricultural producers,
see
76-12-7 NMSA 1978.
The 2001 amendment,
effective July 1, 2001, added the subsection designations; substituted "pursuant to the Cooperative Association Act" for "hereunder" in Paragraph A(1) and for "under this" in Paragraph A(3); and substituted "public regulation commission" for "state corporation commission" in Subsection C.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18 Am. Jur. 2d Cooperative Associations §§ 5 to 9.
18 C.J.S. Corporations §§ 98 to 105.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-38 - Promotion expenses; limitations; penalty.

An association shall not, directly or indirectly, use any of its funds, nor issue shares nor incur any indebtedness, for the payment of any promotion expenses or compensation for the organization of the association in excess of 5% of the amount paid in for the shares or membership certificates involved in the promotion transaction. Any association giving, or any person, firm, corporation or association receiving, such promotion commission [secretary of state] in violation of this section shall be guilty of a misdemeanor, and upon conviction thereof, shall be fined not less than one hundred dollars ($100.00) nor more than five hundred dollars ($500.00).
History:
Laws 1939, ch. 164, § 38; 1941 Comp., § 54-1438; 1953 Comp., § 51-15-38.
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.
— 18 Am. Jur. 2d Corporations §§ 98, 101 to 105.
18 C.J.S. Corporations §§ 67 to 97.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-39 - Spreading false reports; penalty.

Any person, firm, corporation or association which maliciously and knowingly spreads false reports about the management or finances of any association shall be guilty of a misdemeanor and be subject to a fine of not less than one hundred dollars ($100.00) and not more than five hundred dollars ($500.00) for each such offense.
History:
Laws 1939, ch. 164, § 39; 1941 Comp., § 54-1439; 1953 Comp., § 51-15-39.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1885, 1887, 1888, 2130.
19 C.J.S. Corporations § 543.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-40 - Existing cooperative corporations.

A group incorporated under another law of this state and operating on a cooperative basis may elect by a vote of two-thirds of the members voting to secure the benefits of and be bound by the provisions of the Cooperative Association Act and shall amend its articles and bylaws not in conformity with those provisions. A certified copy of the amended articles shall be filed with the public regulation commission [secretary of state] and a fee of twenty-five dollars ($25.00) shall be paid.
History:
Laws 1939, ch. 164, § 40; 1941 Comp., § 54-1440; 1953 Comp., § 51-15-40; 2001, ch. 200, § 21.
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 2001 amendment,
effective July 1, 2001, substituted "the provisions of the Cooperative Association Act" for "these provisions" and substituted "public regulation commission" for "corporation commission".
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 4 - Cooperative Associations › Section 53-4-41 - Foreign corporations.

A foreign corporation operating on a cooperative basis and complying with the applicable laws of the state in which it is organized is entitled to receive from the public regulation commission [secretary of state] a certificate authorizing it to do business in this state as a foreign cooperative corporation.
History:
Laws 1939, ch. 164, § 41; 1941 Comp., § 54-1441; 1953 Comp., § 51-15-41; 2001, ch. 200, § 22.
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 2001 amendment,
effective July 1, 2001, substituted "public regulation commission" for "corporation commission".
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations § 513.
19 C.J.S. Corporations § 901 et seq.