A majority of the number of directors as fixed pursuant to Section 53-11-36 NMSA 1978 shall constitute a quorum for the transaction of business unless a greater number is required by the articles of incorporation or the bylaws. A quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding the voluntary withdrawal of enough directors to leave less than a quorum. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or the bylaws.
History: 1953 Comp., § 51-24-39, enacted by Laws 1967, ch. 81, § 39; 1975, ch. 64, § 20.
Compiler's notes. — This section is derived from Section 40 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1470 to 1474.
19 C.J.S. Corporations § 438.
Structure 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.