A. Amendments to the articles of incorporation may be proposed by a two-thirds' vote of the board of directors or by petition of one-tenth of the association's members. Notice of the meeting to consider the amendment shall be sent by the secretary at least thirty days in advance to each member at his last known address, accompanied by the full text of the proposal and by that part of the articles to be amended. Two-thirds of the members voting may adopt the amendment and, when verified by the president and the secretary, it shall be filed with the public regulation commission [secretary of state] within thirty days of its adoption, and a fee of twenty-five dollars ($25.00) shall be paid.
B. If the amendment is to alter the preferences of outstanding shares of any type or to authorize the issuance of shares having preferences superior to outstanding shares of any type, the vote of two-thirds of the members owning the outstanding shares affected by the change shall also be required for the adoption of the amendment.
C. The amount of capital and the number and par value of shares may be diminished or increased by amendment of the articles, but the capital shall not be diminished below the amount of paid-up capital existing at the time of amendment.
History: Laws 1939, ch. 164, § 7; 1941 Comp., § 54-1407; 1953 Comp., § 51-15-7; Laws 1993, ch. 311, § 5; 2001, ch. 200, § 17.
Bracketed material. — The bracketed material was inserted by the compiler and is not part of the law.
Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978.
The 2001 amendment, effective July 1, 2001, inserted "of incorporation" following "articles" and substituted "public regulation commission" for "state corporation commission".
The 1993 amendment, effective July 1, 1993, added the subsection designations; and in Subsection A, substituted "twenty-five dollars ($25.00)" for "ten dollars ($10.00)" and made minor stylistic changes throughout the subsection.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Cooperative Associations §§ 13 to 15; 18 Am. Jur. 2d Corporations §§ 79 to 95.
18 C.J.S. Corporations § 25 et seq.
Structure 2021 New Mexico Statutes
Article 4 - Cooperative Associations
Section 53-4-1.1 - Short title.
Section 53-4-2 - Who may incorporate.
Section 53-4-5 - Articles of incorporation; contents.
Section 53-4-6 - Articles of incorporation; filing; recordation; fees.
Section 53-4-6.1 - Registered office and registered agent.
Section 53-4-6.2 - Change of registered office or registered agent.
Section 53-4-6.3 - Service of process on association.
Section 53-4-6.4 - Recompiled.
Section 53-4-7 - Articles of incorporation; amendments; fee.
Section 53-4-8 - Adoption, amendment, or repeal of by-laws [bylaws].
Section 53-4-9 - Contents of by-laws [bylaws].
Section 53-4-9.1 - Indemnification of officers and directors.
Section 53-4-10 - Regular and special meetings.
Section 53-4-11 - Notice of meeting.
Section 53-4-12 - Meetings by units of the membership.
Section 53-4-13 - One member - one vote.
Section 53-4-15 - Voting by mail.
Section 53-4-16 - Application of voting provisions herein to voting by mail.
Section 53-4-17 - Application of voting provisions herein to voting by delegates.
Section 53-4-18.1 - Duties of directors.
Section 53-4-18.2 - Liability of directors.
Section 53-4-20 - Removal of directors and officers.
Section 53-4-21.1 - Disposition of property.
Section 53-4-22 - Limitations on interest-dividends.
Section 53-4-23 - Eligibility and admission to membership.
Section 53-4-24 - Subscribers.
Section 53-4-25 - Share and membership certificates; issuance and contents.
Section 53-4-26 - Transfer of shares and membership; withdrawal.
Section 53-4-27 - Share and membership certificates; recall.
Section 53-4-28 - Share and membership certificates; attachment.
Section 53-4-29 - Liability of members.
Section 53-4-31 - Allocation and distribution of net savings.
Section 53-4-33 - Books; auditing.
Section 53-4-34 - Annual report.
Section 53-4-35 - Notice of delinquent reports; forfeitures; reinstatement.
Section 53-4-36 - Voluntary dissolution.
Section 53-4-37 - Use of name "cooperative"; penalty.
Section 53-4-38 - Promotion expenses; limitations; penalty.
Section 53-4-39 - Spreading false reports; penalty.
Section 53-4-40 - Existing cooperative corporations.
Section 53-4-41 - Foreign corporations.
Section 53-4-42 - Legality declared; not in restraint of trade.
Section 53-4-43 - Laws not applicable.