Chapter 53 — Chapter 53

The bylaws may provide the number or percentage of members entitled to vote represented in person, by proxy or via simultaneous, remote electronic means or the number or percentage of votes represented in person, by proxy or via simultaneous, remote electronic means that shall co…

The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of New Mexico or members of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualif…

A. The number of directors of a corporation shall be not less than three. Subject to that limitation, the number of directors shall be fixed by, or determined in the manner provided in, the articles of incorporation or the bylaws. The number of directors may be increased or decre…

ANNOTATIONS Repeals. — Laws 1993, ch. 318, § 6 repealed former 53-8-18.1 NMSA 1978, as enacted by Laws 1991, ch. 170, § 6, requiring any person elected or appointed to a board of directors to file an affidavit with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 bo…

A. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number 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, unless the…

As used in the Nonprofit Corporation Act, unless the context otherwise requires: A. "corporation" or "domestic corporation" means a nonprofit corporation subject to the provisions of the Nonprofit Corporation Act, except a foreign corporation; B. "foreign corporation" means a non…

A. A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the artic…

If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors. The committees, to the extent …

Meetings of the board of directors, regular or special, may be held either within or without New Mexico and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting, except when a director attends a m…

A. Every corporation organized under the Nonprofit Corporation Act shall have officers, with titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws, and as many officers as may be necessary to enab…

Any officer elected or appointed may be removed by the persons authorized to elect or appoint the officer whenever, in their judgment, the best interest of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any,…

The directors, officers, employees and members of the corporation shall not be personally liable for the corporation's obligations. History: 1953 Comp., § 51-14-67, enacted by Laws 1975, ch. 217, § 25.

A director shall perform his duties as a director including his duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director believes to be in or not opposed to the best interests of the corporation and with such care…

No director of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director unless: A. the director has breached or failed to perform the duties of the director's office in compliance with Section 53-…

immunity. A. Except as otherwise provided in this section, no member of a board of directors of a nonprofit corporation as defined in the Nonprofit Corporation Act shall be held personally liable for any damages resulting from: (1) any negligent act or omission of an employee of …

Each corporation shall have the power to indemnify any director or officer or former director or officer of the corporation against reasonable expenses, costs, and attorneys' fees actually and reasonably incurred by him in connection with the defense of any action, suit or procee…

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors. Each corporation shall keep at its registered office or…

franchise tax. A. A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income, profit or assets of a corporation shall be distributed to its members, directors or officers. A corporation may pay compensation in a reasonable amount to…

Any director or officer who assents to or participates in the making of any loan to a director or officer shall be personally liable to the corporation for the amount of the loan until the repayment thereof. History: 1953 Comp., § 51-14-71, enacted by Laws 1975, ch. 217, § 29.

A. The provisions of the Nonprofit Corporation Act relating to domestic corporations apply to: (1) all corporations organized under that act; and (2) all nonprofit corporations organized under any acts repealed by the Nonprofit Corporation Act, for a purpose or purposes for which…

One or more persons, including profit and nonprofit corporations, may incorporate a corporation by signing and delivering articles of incorporation in duplicate to the corporation commission [secretary of state]. History: 1953 Comp., § 51-14-72, enacted by Laws 1975, ch. 217, § 3…

A. The articles of incorporation shall set forth: (1) the name of the corporation; (2) the period of duration, which may be perpetual; (3) the purpose for which the corporation is organized; (4) any provisions not inconsistent with law that the incorporators elect to set forth in…

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 incorporation and a statement executed by the designated registered agent in which the agent acknowledges acceptance of the…

Unless the corporation commission [secretary of state] disapproves pursuant to Subsection A of Section 53-8-91 NMSA 1978, upon delivery of the articles of incorporation to the corporation commission [secretary of state], the corporate existence shall begin, and the certificate of…

A. An organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without New Mexico, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers and the transaction of such other …

A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under the Nonprofit Corporation Act. History: 1953 Comp., § 51-1…

A. Amendments to the articles of incorporation shall be made in the following manner: (1) if there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting …

The articles of amendment shall be executed by the corporation by two authorized officers of the corporation and shall set forth: A. the name of the corporation and, if different, include any name under which it proposes to transact business in New Mexico; B. the amendment so ado…

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 …

A. A domestic corporation may at any time restate its articles of incorporation as amended. B. Upon approval by a majority of the directors in office, restated articles of incorporation shall be executed in duplicate by the corporation by two authorized officers of the corporatio…

Corporations may be organized under the Nonprofit Corporation Act for any lawful purpose or purposes, including, without being limited to, any one or more of the following purposes: charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social;…

A. Any two or more domestic corporations may merge into one corporation pursuant to a plan of merger approved in the manner provided in the Nonprofit Corporation Act. B. Each corporation shall adopt a plan of merger setting forth: (1) the names of the corporations proposing to me…

A. Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in the Nonprofit Corporation Act. B. Each corporation shall adopt a plan of consolidation setting forth: (1) the names of the corpor…

A. A plan of merger or consolidation shall be adopted in the following manner: (1) if the members of any merging or consolidating corporation are entitled to vote thereon, the board of directors of the corporation shall adopt a resolution approving the proposed plan and directing…

A. Upon approval, articles of merger or articles of consolidation shall be executed by each corporation by two authorized officers of the corporation, and shall set forth: (1) the plan of merger or the plan of consolidation; (2) if the members of any merging or consolidating corp…

A. Unless the corporation commission [secretary of state] disapproves pursuant to Subsection A of Section 53-8-91 NMSA 1978, the merger or consolidation shall become effective upon delivery of the articles of merger or of consolidation to the corporation commission [secretary of …

corporations. A. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each foreign corporation is organized: (1) each domesti…

A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or persona…

A. A corporation may dissolve and wind up its affairs in the following manner: (1) if there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be …

The assets of a corporation in the process of dissolution shall be applied and distributed as follows: A. all liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor; B. assets held by the corporation upon conditio…

A plan providing for the distribution of assets, not inconsistent with the provisions of the Nonprofit Corporation Act, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of…

Each corporation shall have power to: A. have perpetual succession by its corporate name unless a limited period of duration is stated in its article of incorporation; B. sue and be sued, complain and defend in its corporate name; C. have a corporate seal which may be altered at …

A. A corporation may, at any time prior to the issuance of a certificate of dissolution by the corporation commission [secretary of state], revoke the action theretofore taken to dissolve the corporation, in the following manner: (1) if there are members entitled to vote thereon,…

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation are paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation are transferred, …

A. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the articles of dissolution shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that su…

A. The certificate of incorporation of a corporation to conduct affairs in New Mexico may be revoked by the commission [secretary of state] upon the conditions prescribed in this section when: (1) the corporation has failed to file its annual report within the time required by th…

A. Upon revoking a certificate of incorporation, the commission [secretary of state] shall: (1) issue a certificate of revocation in duplicate; (2) file one of the certificates in its office; and (3) mail to the corporation at the corporation's mailing address as shown in the mos…

corporation. A. District courts shall have full power to liquidate the assets and affairs of a corporation: (1) in an action by a member or director when it is made to appear that: (a) the directors are deadlocked in the management of the corporate affairs and that irreparable in…

A. In proceedings to liquidate the assets and affairs of a corporation the district court shall have the power to issue injunctions; to appoint a receiver or receivers pendente lite, with such powers and duties as the court, from time to time, may direct; and to take such other p…

A receiver shall in all cases be a citizen of the Unites [United] States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in New Mexico and shall in all cases give b…