Chapter 63 — Chapter 63

Railroad corporations may be formed by the voluntary association of any five or more persons, in the manner prescribed in this chapter. Such persons must be citizens of the United States. History: Laws 1878, ch. 1, ch. [tit.] 1, § 1; C.L. 1884, § 2622; C.L. 1897, § 3804; Code 191…

Where no other provision is especially made by this chapter, a railroad corporation may, by its bylaws, provide for: A. the time, place and manner of calling and conducting the meetings of its directors and stockholders; B. the number of stockholders constituting a quorum at meet…

of bylaws.] All bylaws must be certified by a majority of the directors and the secretary of the corporation, and copied in a legible hand in a book to be kept in the office of the secretary of the corporation, to be known as the book of bylaws, which shall be open to public insp…

vacancies.] The corporate powers, business and property of all railroad corporations must be exercised, conducted, controlled and managed by a board of not less than five nor more than eleven directors, to be elected from among the stockholders, who are citizens of the United Sta…

The directors named in the articles of incorporation shall hold their offices for one year from and after the date of the filing of said articles as provided in Section 63-1-6 NMSA 1978, or until their successors are elected and qualified; thereafter, directors must be elected an…

All elections of directors must be by ballot, and a vote of stockholders representing a majority of the subscribed capital stock shall be necessary to a choice. At all such elections, and at all other elections, and at all meetings of stockholders, each stockholder shall be entit…

The directors named in the articles of incorporation must meet within one week after the filing of said articles and organize by the election of the president, who shall be one of their number, a secretary and a treasurer; and their successors must so meet and organize immediatel…

When no provision is made in the bylaws for regular meetings of the directors and the mode of calling special meetings, all meetings of the directors must be called by special notice in writing, to be given to each director by the secretary, on the order of the president, or if t…

vacancy.] Directors may be removed from office by a vote of stockholders holding two-thirds of the subscribed capital stock, at a general meeting held after previous notice of the time and place and of the intention to propose such removal. Meetings of stockholders for this purpo…

The directors must not make or declare dividends, except from the surplus profits arising from the business of the corporation; nor must they withdraw, divide or pay to the stockholders, or any of them, any part of the capital stock, nor must they create debts beyond their subscr…

assessment; publication; form; default; suit or sale of shares.] The directors may call in and demand from the stockholders the sums by them subscribed, in installments of not more than ten percent per month: provided, that if the whole capital stock has not been paid in, and the…

Articles of incorporation must be prepared, setting forth: A. the name of the corporation; B. the purpose for which it is formed; C. the place where its principal business is to be transacted; D. the term for which it is to exist, not exceeding fifty years; E. the number of its d…

levy.] No assessment shall be levied while any portion of a previous one remains unpaid, unless: A. the power of the corporation has been exercised in accordance with the provisions of this chapter, for the purpose of collecting such previous assessment; B. the collection of the …

All shares sold for assessments, as provided in Section 63-1-19 NMSA 1978 shall be transferred to the purchaser on the transfer book of the corporation on payment of the assessment and costs. History: Laws 1878, ch. 1, ch. [tit.] 5, § 3; C.L. 1884, § 2657; C.L. 1897, § 3839; Code…

procedure.] If, at the sale, no bidder offers the amount of the assessments, costs and charges due, the stock may be bid in and purchased by the corporation, through the secretary, president or any director thereof, at the amount of the assessments, costs and charges due; and the…

All purchases of its own stock made by any corporation, as provided in the last section [63-1-22 NMSA 1978], shall vest the legal title to the same in the corporation; and the stock so purchased shall be held subject to the control of the stockholders, who may make such dispositi…

restrictions.] The dates fixed in any notice of assessment, or notice of delinquent sale, may be extended from time to time for not more than thirty days, by order of the directors, entered in the journal of their proceedings; but no order extending the time for the performance o…

No assessment shall be invalidated by a failure to make publication of the notice thereof, hereinbefore provided for, or any notice required by the bylaws of the corporation, nor by the nonperformance of any act required in order to enforce the payment of the same; but in case of…

restrictions.] No action shall be sustained to recover stock sold for delinquent assessments, upon the ground of irregularity in the assessment, irregularity or defect in the notice of sale, or in the sale, unless the party seeking to maintain such action first pays or tenders to…

default in payment.] The publication of notices required by Section 63-1-19 NMSA 1978 or by the bylaws of the corporation may be proved by the affidavit of the printer, foreman or principal clerk of the newspaper in which the same shall have been published; and the affidavit of t…

Shares of the capital stock of any railroad corporation shall be personal property, and may be transferred, by endorsement, by the signature of the proprietor, or his attorney, or legal representative and delivery of the certificate; but such transfer shall not be valid, except b…

Certificates for stock, when fully paid up, signed by the president and secretary, shall be issued to the owners thereof, and provision may be made in the bylaws for issuing certificates prior to full payment, under such restrictions, and for such purposes, as the bylaws may prov…

The articles of incorporation must be subscribed by five or more persons, who must be citizens of the United States, and acknowledged by each of them before some officer authorized by the laws of this state to take and certify acknowledgments of conveyances of real property situa…

When shares of stock are owned by persons residing out of the state, the president, secretary or directors of the corporation, before entering any transfer thereof on the books, or issuing a certificate therefor to the transferee, may require from the attorney or agent of the non…

warrant of magistrate.] Whenever, from any cause, there is no person authorized to call or preside at a meeting of the stockholders, any justice of the peace [magistrate] of the county where the principal place of business of the corporation is established, may, on written applic…

At all meetings of the stockholders for any purpose, a majority of the subscribed capital stock must be represented by the holders thereof, in person or by proxy, in writing. Every person acting thereat, in person, or by proxy, or by representative, must be a bona fide stockholde…

If from any cause an election does not take place on the day appointed in the bylaws, or if no day be appointed in the bylaws, then on the day appointed in Section 63-1-13 NMSA 1978, it may be held on any day thereafter as is provided for in such bylaws, or to which such election…

Upon the application of any person or body corporate aggrieved by any election held by any railroad corporation, or any proceedings thereof, the district judge of the district in which such election has been held must proceed forthwith, summarily to hear the allegations and proof…

When all the stockholders are present at any meeting, however called or notified, and sign a written consent thereto, on the record of such meeting, the doings of such meeting shall be as valid as if had at a meeting otherwise legally called and noticed. History: Laws 1878, ch. 1…

waived.] The stockholders, when assembled, as provided in the last section [63-1-35 NMSA 1978], may elect officers to fill all vacancies then existing, and may act upon such other business as may lawfully be transacted at regular meetings of the stockholders. History: Laws 1878, …

The meetings of stockholders must be held at the office or principal place of business of the corporation: provided, that nothing in this chapter shall be construed to prevent or prohibit any railroad corporation from holding the meetings of its stockholders or board of directors…

Every railroad corporation may change its principal place of business from one place to another in the same county, or from one city or county to another city or county within this state. Before such change is made, the assent, in writing, of the holders of two- thirds of the sub…

meetings; list of stockholders; stock transfer book.] The directors must cause a book to be kept by the secretary to be called, record of corporation debts, in which the secretary shall record all written contracts of the directors, and a succinct statement of the debts of the co…

The corporators of each intended corporation, before filing articles of incorporation, must have actually subscribed to the capital stock of the corporation at least one thousand dollars [($1,000)] for each mile of its road and branches, and at least ten percent thereof must have…

Any officer of a railroad corporation who wilfully gives a certificate, or wilfully makes an official report, or gives public notice, or makes an entry in any of the records or books of the corporation concerning the corporation or its business, which is false in any material rep…

Every railroad corporation shall make an annual report to the department of transportation of the operations of the year ending on December 31. The president or general superintendent and the secretary and treasurer of the corporation shall verify the report. A railroad corporati…

Any corporation formed under the laws of this state may at any time by resolution of its stockholders, at a regular or special meeting, change its corporate name. After the resolution has been adopted, the president of the company or corporation seeking to change its name, and th…

paid.] There must be securely attached to said articles of incorporation, an affidavit of the treasurer named therein, that the requisite amount of the capital stock of the intended corporation has been actually subscribed, and that ten percent thereof has been actually paid to h…

Articles of incorporation, with the powers of attorney mentioned in Section 63-1-3 NMSA 1978, if any such there be, and the affidavit mentioned in Section 63-1-5 NMSA 1978 shall be filed in the office of the secretary of state, and thereupon, the persons who have signed the artic…

A copy of any articles of incorporation filed in pursuance of the provisions of this chapter, certified by the secretary of state, or heretofore certified by the secretary of the territory of New Mexico, must be received in all courts and other places as prima facie evidence of t…

The owners of shares of the capital stock of corporations formed under this chapter shall be called stockholders. History: Laws 1878, ch. 1, ch. [tit.] 1, § 7; C.L. 1884, § 2628; C.L. 1897, § 3810; Code 1915, § 4668; C.S. 1929, § 116-116; 1941 Comp., § 74-108; 1953 Comp., § 69-1-…

Every corporation formed under this chapter must, within three months after filing articles of incorporation, adopt a code of bylaws for its government, not inconsistent with the laws of this state. Bylaws may be adopted by stockholders representing a majority of all the subscrib…

Every railroad corporation as such shall have power: A. of succession by its corporate name for the period limited in its articles of incorporation; B. to sue and be sued in any court; C. to make and use a common seal, and alter the same at pleasure; D. to acquire, purchase, hold…

Every corporation formed under this chapter shall commence the construction of its road within two years after the date of the filing of its articles of incorporation in the office of the secretary of state and shall finish and put the same in full operation within six years ther…

ANNOTATIONS Repeals. — Laws 1998, ch. 108, § 81 repealed 63-2-11 NMSA 1978, as enacted by Laws 1878, ch. 1, tit. 8, § 23, relating to gauge of track, effective January 1, 1999. For provisions of former section, see the 1998 NMSA 1978 on NMOneSource.com.

stockholders.] Any railroad company organized under the laws of this state, may at any time by means of subscription to the capital of any other company or otherwise aid such company in the construction of its railroad within or without the state, for the purpose of forming a con…

All the powers, privileges and exemptions conferred upon corporations organized under the preceding sections of this chapter are conferred upon all corporations incorporated under the laws of this state for the purpose of constructing railroads and also upon all corporations orga…

and sell.] Any railroad company may construct and extend its line of railroad into or through any other state, territory or foreign country upon such terms and regulations as may be prescribed by the laws of such other state, territory or foreign country, and such railroad compan…

companies; eminent domain.] Any railroad company organized under the laws of another state or territory, which, by a compliance with the laws of this state relating to foreign railroad companies, has purchased or may purchase a line of railroad constructed by another company with…

commencement and completion. Any such railroad corporation owning or operating a line of railroad in this state and projecting one or more extensions or branches of such line of railroad in this state shall file in the office of the secretary of state and in the office of the cou…