2021 New Mexico Statutes
Article 8 - Nonprofit Corporations
Section 53-8-23 - Officers.

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 enable the corporation to sign instruments required under the Nonprofit Corporation Act. One of the officers shall have the duty to record the proceedings of the meetings of the members and directors in a book to be kept for that purpose. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person.
B. The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.
C. The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.
History: 1953 Comp., § 51-14-65, enacted by Laws 1975, ch. 217, § 23; 1989, ch. 294, § 2.
The 1989 amendment, effective January 1, 1990, in Subsection A, substituted the present first two sentences for the former first sentence, which read "The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the article of incorporation or the bylaws", and deleted "except the offices of president and secretary" from the end of the last sentence.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations § 1341.
19 C.J.S. Corporations §§ 433 to 553.

Structure 2021 New Mexico Statutes

2021 New Mexico Statutes

Chapter 53 - Corporations

Article 8 - Nonprofit Corporations

Section 53-8-1 - Short title.

Section 53-8-2 - Definitions.

Section 53-8-3 - Applicability.

Section 53-8-4 - Purposes.

Section 53-8-5 - General powers.

Section 53-8-6 - Defense of ultra vires.

Section 53-8-7 - Corporate name.

Section 53-8-8 - Registered office and registered agent.

Section 53-8-9 - Change of registered office or registered agent.

Section 53-8-10 - Service of process on corporation.

Section 53-8-11 - Members.

Section 53-8-12 - Bylaws.

Section 53-8-13 - Meetings of members.

Section 53-8-14 - Notice of members' meetings; waiver.

Section 53-8-15 - Voting.

Section 53-8-16 - Quorum.

Section 53-8-17 - Board of directors.

Section 53-8-18 - Number and election of directors.

Section 53-8-18.1 - Repealed.

Section 53-8-19 - Vacancy.

Section 53-8-20 - Quorum of directors.

Section 53-8-21 - Committees.

Section 53-8-22 - Directors' meetings.

Section 53-8-23 - Officers.

Section 53-8-24 - Removal of officers.

Section 53-8-25 - Liability.

Section 53-8-25.1 - Duties of directors.

Section 53-8-25.2 - Liability of directors.

Section 53-8-25.3 - Nonprofit corporations; boards of directors; liability; immunity.

Section 53-8-26 - Indemnification of officers and directors.

Section 53-8-27 - Books and records.

Section 53-8-28 - Shares of stock and dividends prohibited; exemption from franchise tax.

Section 53-8-29 - Loans to directors and officers.

Section 53-8-30 - Incorporators.

Section 53-8-31 - Articles of incorporation.

Section 53-8-32 - Filing of articles of incorporation.

Section 53-8-33 - Effect of incorporation.

Section 53-8-34 - Organization meetings.

Section 53-8-35 - Right to amend articles of incorporation.

Section 53-8-36 - Procedure to amend articles of incorporation.

Section 53-8-37 - Articles of amendment.

Section 53-8-38 - Effectiveness of amendment.

Section 53-8-39 - Restated articles of incorporation.

Section 53-8-40 - Procedure for merger.

Section 53-8-41 - Procedure for consolidation.

Section 53-8-42 - Adoption of merger or consolidation.

Section 53-8-43 - Articles of merger or consolidation.

Section 53-8-44 - Effect of merger or consolidation.

Section 53-8-45 - Merger or consolidation of domestic and foreign corporations.

Section 53-8-46 - Sale, lease, exchange or mortgage of assets.

Section 53-8-47 - Voluntary dissolution.

Section 53-8-48 - Distribution of assets.

Section 53-8-49 - Plan of distribution.

Section 53-8-50 - Revocation of voluntary dissolution proceedings.

Section 53-8-51 - Articles of dissolution.

Section 53-8-52 - Filing of articles of dissolution.

Section 53-8-53 - Revocation of certificate of incorporation.

Section 53-8-54 - Issuance of certificate of revocation.

Section 53-8-55 - Jurisdiction of court to liquidate assets and affairs of corporation.

Section 53-8-56 - Procedure in liquidation of corporation by court.

Section 53-8-57 - Qualification of receivers.

Section 53-8-58 - Filing of claims in liquidation proceedings.

Section 53-8-59 - Discontinuance of liquidation proceedings.

Section 53-8-60 - Decree of involuntary dissolution.

Section 53-8-61 - Filing of decree of dissolution.

Section 53-8-62 - Deposits with state treasurer.

Section 53-8-63 - Survival of remedy after dissolution.

Section 53-8-64 - Admission of foreign corporation.

Section 53-8-65 - Powers of foreign corporation.

Section 53-8-66 - Corporate name of foreign corporation.

Section 53-8-67 - Change of name by foreign corporation.

Section 53-8-68 - Application for certificate of authority.

Section 53-8-69 - Filing of application for certificate of authority.

Section 53-8-70 - Effect of [certificate of] authority.

Section 53-8-71 - Registered office and registered agent of foreign corporation.

Section 53-8-72 - Change of registered office or registered agent of foreign corporation.

Section 53-8-73 - Service of process on foreign corporation.

Section 53-8-74 - Repealed.

Section 53-8-75 - Merger of foreign corporation authorized to conduct affairs in this state.

Section 53-8-76 - Amended certificate of authority.

Section 53-8-77 - Withdrawal of foreign corporation.

Section 53-8-78 - Filing of application for withdrawal.

Section 53-8-79 - Revocation of certificate of authority.

Section 53-8-80 - Issuance of certificate of revocation.

Section 53-8-81 - Conducting affairs without certificate of authority.

Section 53-8-82 - Annual report.

Section 53-8-83 - Filing of annual report; initial report; supplemental report; extension of time.

Section 53-8-84 - Repealed.

Section 53-8-85 - Fees for filing documents and issuing certificates.

Section 53-8-86 - Recordkeeping.

Section 53-8-86.1 - Fees of secretary of state; dishonored check; civil penalty; suspension of filing.

Section 53-8-87 - Miscellaneous charges.

Section 53-8-88 - Penalty imposed upon corporation.

Section 53-8-88.1 - Dormant corporations; statement in lieu of annual report.

Section 53-8-89 - Reports; affirmation; penalty.

Section 53-8-90 - Authority to make refunds.

Section 53-8-91 - Appeal from commission [secretary of state].

Section 53-8-92 - Issuance of certificate of good standing and compliance.

Section 53-8-93 - Certificates and certified copies to be received in evidence.

Section 53-8-94 - Forms to be furnished by corporation commission [secretary of state].

Section 53-8-95 - Greater voting requirements.

Section 53-8-96 - Waiver of notice.

Section 53-8-97 - Action by members or directors without a meeting.

Section 53-8-98 - Unauthorized assumption of corporate powers.

Section 53-8-99 - Effect of repeal of prior acts.