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.
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.
Structure 2021 New Mexico Statutes
Article 11 - Business Corporations; Substantive Provisions
Section 53-11-1 - Short title.
Section 53-11-2 - Definitions.
Section 53-11-4 - General powers.
Section 53-11-4.1 - Indemnification of directors and officers.
Section 53-11-5 - Power of corporation to acquire its own shares.
Section 53-11-6 - Defense of ultra vires.
Section 53-11-7 - Corporate name.
Section 53-11-9 - Registered name.
Section 53-11-10 - Renewal of registered name.
Section 53-11-11 - Registered office and registered agent.
Section 53-11-12 - Failure to appoint and maintain registered agent; penalty; reinstatement.
Section 53-11-13 - Change of registered office or registered agent.
Section 53-11-14 - Service of process on corporation.
Section 53-11-15 - Authorized shares.
Section 53-11-15.1 - Shares held for account.
Section 53-11-16 - Issuance of shares of preferred or special classes in series.
Section 53-11-17 - Subscriptions for shares.
Section 53-11-18 - Issuance of shares.
Section 53-11-19 - Payment for shares.
Section 53-11-20 - Stock rights and options.
Section 53-11-22 - Expenses of organization, reorganization and financing.
Section 53-11-23 - Shares represented by certificates and uncertificated shares.
Section 53-11-24 - Fractional shares.
Section 53-11-25 - Liability of subscribers and shareholders.
Section 53-11-26 - Shareholders' preemptive rights.
Section 53-11-28 - Meetings of shareholders.
Section 53-11-29 - Notice of shareholders' meetings.
Section 53-11-30 - Closing of transfer books and fixing record date.
Section 53-11-31 - Voting list.
Section 53-11-32 - Quorum of shareholders.
Section 53-11-33 - Voting of shares.
Section 53-11-34 - Voting trusts and agreements among shareholders.
Section 53-11-35 - Board of directors.
Section 53-11-36 - Number and election of directors.
Section 53-11-37 - Classification of directors.
Section 53-11-39 - Removal of directors.
Section 53-11-40 - Quorum of directors.
Section 53-11-40.1 - Director conflict of interest.
Section 53-11-41 - Executive and other committees.
Section 53-11-42 - Place and notice of directors' meetings; committee meetings.
Section 53-11-43 - Action by directors without a meeting.
Section 53-11-44 - Distributions to shareholders.
Section 53-11-46 - Liability of directors in certain cases.
Section 53-11-47 - Provisions relating to actions by shareholders.
Section 53-11-49 - Removal of officers.
Section 53-11-50 - Books and records; financial reports to shareholders; examination of records.