Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer or agent shall not of itself create contract rights.
History: 1953 Comp., § 51-24-47, enacted by Laws 1967, ch. 81, § 47.
Compiler's notes. — This section is derived from Section 51 of the ABA Model Business Corporation Act.
Resolution held not to be removal. — A resolution suspending a newspaper executive during the period of litigation between him and the newspaper corporation was not a removal within the meaning of this section. McKinney v. Gannett Co., 660 F. Supp. 984 (D.N.M. 1981), appeal dismissed, 694 F.2d 1240 (10th Cir. 1982).
Subsequent ratification not curing breach. — Subsequent ratification by the board of directors of its removal of an officer in breach of an employment agreement could not cure the breach. McKinney v. Gannett Co., 660 F. Supp. 984 (D.N.M. 1981), appeal dismissed, 694 F.2d 1240 (10th Cir. 1982).
Contract rights of person not removed. — The underlying policy of this section giving precedence to contract rights implied that a former newspaper owner who sued a successor newspaper corporation for breach of his contract with the corporation could maintain his contract rights, even though it was another officer who was removed without the former owner's permission. McKinney v. Gannett Co., 660 F. Supp. 984 (D.N.M. 1981), appeal dismissed, 694 F.2d 1240 (10th Cir. 1982).
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1427 to 1444.
Directors' power to remove officers or fellow directors, 63 A.L.R. 776.
Construction, application and effect of statute empowering removal of officer, agent or employee at pleasure, 111 A.L.R. 894.
Removal by court of director or officer of private corporation, 124 A.L.R. 364.
Bylaw authorizing removal of officer at any time as affecting contract of employment for specified period, 145 A.L.R. 312.
"Golden parachute" defense to hostile corporate takeover, 66 A.L.R.4th 138.
19 C.J.S. Corporations §§ 454 to 457.
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.