New Mexico Statutes
Article 8 - Nonprofit Corporations
Section 53-8-21 - Committees.

If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors. The committees, to the extent provided in the resolution, in the articles of incorporation or in the bylaws of the corporation, shall have and exercise all the authority of the board of directors, except that no committee shall have the authority of the board of directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any committee or any director or officer of the corporation; amending the articles of incorporation, restating articles of incorporation, adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by the committee. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or him by law.
History: 1953 Comp., § 51-14-63, enacted by Laws 1975, ch. 217, § 21.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1508 to 1518.
19 C.J.S. Corporations §§ 473, 474.

Structure New Mexico Statutes

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.