Chapter 53 — Chapter 53

A. For filing documents and issuing certificates, the secretary of state shall charge and collect for: (1) filing articles of incorporation and issuing a certificate of incorporation, a fee of one dollar ($1.00) for each one thousand shares of the total amount of authorized share…

A. Any person who suffers any loss of money or property as a result of being designated a director of a corporation without giving his consent may bring an action against the designating corporation to recover actual damages or one thousand dollars ($1,000), whichever is greater.…

electronic payment of fees. A. The secretary of state may permit the electronic filing of documents, including original documents, and the certification of electronically filed documents when filing or certification is required or permitted pursuant to a provision of Chapter 53 N…

In response to a written claim for a refund for overpayment of a fee collected by the commission [secretary of state] pursuant to Section 53-2-1 NMSA 1978, the commission [secretary of state] or its delegate may authorize the refund to a corporation, a foreign corporation or a pe…

Except as otherwise provided by law, the secretary of state shall turn over to the state treasurer the fees collected under the provisions of Chapter 53, Article 2 NMSA 1978 in the manner required by law. The secretary is not responsible for a fraudulent or worthless check, draft…

suspension of future filings. A. In addition to any penalties, fees or costs incurred pursuant to the provisions of Section 53-2-3 NMSA 1978, any person who pays a fee, tax, penalty or interest by check to the secretary of state and which check is dishonored upon presentation is …

The public regulation commission [secretary of state] shall compile annually from the records of its office a complete list, in alphabetical order, of the original and amended certificates of incorporation filed during the preceding year, together with the location of the princip…

The members of any mutual association, heretofore or hereafter incorporated, may provide for and create a capital stock of such corporation, upon the consent in writing of all the members of the corporation, and may provide for the payment of such stock, and fix and prescribe the…

employees; evidence of authority for corporate action.] Whenever a corporation, organized under the laws of this state, has heretofore caused or shall hereafter cause to be insured the life of any director, officer, agent or employee, and whenever such corporation is named as a b…

Any corporation organized under any general or special act of the territory or state of New Mexico, including railroad, telegraph and express companies, building and loan associations, banks and savings banks, trust companies, land and irrigation companies and other corporations …

No stockholder's liability for unpaid stock shall attach to stock issued by a corporation pursuant to this section if, at the time of filing the certificate of incorporation, a separate certificate is signed and executed in the same manner as the certificate of incorporation, dec…

All instruments executed prior to the effective date of this section by a corporation are confirmed and validated notwithstanding the lack of a seal required by law. These instruments have the same effect as if they were properly sealed at the time of execution, and any records o…

ANNOTATIONS Repeals. — Laws 1979, ch. 390, § 12, repealed 53-3-18 NMSA 1978, relating to late filing of the annual report, assessment and notice of franchise tax, penalties and interest, effective July 1, 1979. 53-3-19 to 53-3-31. Repealed.

ANNOTATIONS Repeals. — Laws 1979, ch. 390, § 12, repealed 53-3-32 NMSA 1978, relating to fraud in the payment or collection of the franchise tax, effective July 1, 1979.

ANNOTATIONS Repeals. — Laws 1986, ch. 20, § 136D repealed former 53-3-33 NMSA 1978, as enacted by Laws 1979, ch. 390, § 10, relating to the Franchise Tax Act, effective May 21, 1986. For present provisions, see Chapter 7, Article 2A NMSA 1978.

ANNOTATIONS Repeals. — Laws 1998, ch. 108, § 81 repealed 53-3-34 NMSA 1978, as enacted by Laws 1979, ch. 390, § 11, relating to limitations on actions involving franchise taxes, effective January 1, 1999. ARTICLE 4 Cooperative Associations

ANNOTATIONS Repeals. — Laws 1978, ch. 139, § 24, repealed 51-13-8, 1953 Comp. (53-3-7 NMSA 1978), relating to review of assessments, effective January 1, 1979.

ANNOTATIONS Recompilations. — Laws 1978, ch. 139, § 23, recompiled 51-13-10, 1953 Comp. (53- 3-8 NMSA 1978), relating to additional data, as 51-13-22, 1953 Comp. (53-3-19 NMSA 1978), effective January 1, 1979. 53-3-9, 53-3-10. Repealed.

Unless the subject matter or context requires otherwise, wherever used herein [Chapter 53, Article 4 NMSA 1978]: A. "association" means a group enterprise legally incorporated hereunder, and shall be deemed to be a nonprofit corporation; B. "member" means not only a member in a n…

Chapter 53, Article 4 NMSA 1978 may be cited as the "Cooperative Association Act". History: Laws 2001, ch. 200, § 14.

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…

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 speci…

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 …

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 […

No member shall be permitted to vote by proxy. History: Laws 1939, ch. 164, § 14; 1941 Comp., § 54-1414; 1953 Comp., § 51-15-14.

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 …

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.

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; 19…

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 …

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 car…

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-…

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 …

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 …

Any five or more natural persons or two or more associations may incorporate hereunder. History: Laws 1939, ch. 164, § 2; 1941 Comp., § 54-1402; 1953 Comp., § 51-15-2.

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 …

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 majo…

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 af…

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 Co…

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…

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 members…

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…

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 rei…

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 …

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…

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 reas…

An association may be incorporated hereunder to engage in any one or more lawful mode or modes of acquiring, selling, producing, building, operating, manufacturing, furnishing, exchanging or distributing any type or types of property, commodities, goods or services, and for the t…

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 h…

At least once a year the members and/or the directors, as the articles or by-laws [bylaws] may provide, shall apportion the net savings of the association in the following order: A. not less than ten percent (10%) shall be placed in a surplus fund until such time as the fund shal…

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 associ…

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 dol…