Meetings of the board of directors, regular or special, or any committee designated thereby, may be held either within or without this state. Regular meetings of the board of directors or any committee designated thereby may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors or any committee designated thereby shall be held upon the notice prescribed in the bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated thereby need be specified in the notice or waiver of notice of the meeting unless required by the bylaws. Except as otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
History: 1953 Comp., § 51-24-41, enacted by Laws 1967, ch. 81, § 41; 1975, ch. 64, § 21.
Compiler's notes. — This section is derived from Section 43 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. — 18B Am. Jur. 2d Corporations §§ 1446 to 1450, 1464 to 1466, 1475.
Informality of meeting of directors as affecting action taken thereat, 64 A.L.R. 712.
Admissibility of oral evidence as to proceedings at meetings of stockholders or directors, 66 A.L.R. 1328, 48 A.L.R.2d 1259.
19 C.J.S. Corporations §§ 463, 474.
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.