A. Seven (7) or more individuals who have reached the age of majority may incorporate a stock insurer; ten (10) or more such individuals may incorporate a mutual insurer. Not less than two-thirds of the incorporators shall be citizens of the United States and residents of New Mexico. The articles of incorporation shall be signed by all incorporators and acknowledged by not less than three (3) of the incorporators as deeds are required to be acknowledged.
B. The articles of incorporation shall state:
(1) the name of the corporation; if a mutual, the word "mutual" shall be part of the name;
(2) the duration of its existence, which may be perpetual;
(3) if a stock corporation, the number of shares of authorized capital stock and the par value of each such share;
authorized capital stock shall consist solely of one class of common stock with par value of not less that five dollars ($5) per share, and shares without par value shall not be authorized; the extent, if any, to which each share shall be liable to assessment;
(4) if a mutual corporation, the maximum contingent liability of each member for payment of losses and expenses incurred, which liability shall be prominently stated in the articles of incorporation, and such conditions applicable to nonassessable policies as may be consistent with law;
(5) the limitations, if any, on the corporation's indebtedness;
(6) designation of the superintendent as an agent of the corporation upon whom may be served all process in any action or proceeding against the corporation;
(7) the kinds of insurance the corporation is formed to transact, according to the definitions set forth in Article 7 [Chapter 59A, Article 7 NMSA 1978] of the Insurance Code;
(8) the number of directors, not less than five (5), who shall conduct the corporation's affairs, and the names and addresses of the corporation's first directors and officers for a stated term of office of not less than six (6) months or more than one year's duration from date of incorporation;
(9) the date and time of the annual meeting of stockholders or members;
(10) the city or town in New Mexico in which is to be located the corporation's principal place of business;
(11) such other provisions, not inconsistent with law, as deemed appropriate by the incorporators; and
(12) the names and addresses of the incorporators.
History: Laws 1984, ch. 127, § 550.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 43 Am. Jur. 2d Insurance §§ 105, 107, 303.
44 C.J.S. Insurance § 115.
Structure New Mexico Statutes
Article 34 - Domestic Stock and Mutual Insurers
Section 59A-34-1 - Scope of article.
Section 59A-34-2 - Application of general corporation statutes.
Section 59A-34-3 - Insurance business exclusive; exceptions.
Section 59A-34-4 - Incorporation.
Section 59A-34-6 - Amendment of articles of incorporation.
Section 59A-34-7 - Nonuser of corporate charter.
Section 59A-34-8 - Prohibited interest of officers, directors and employees in certain transactions.
Section 59A-34-9 - Salaries of officers, directors.
Section 59A-34-10 - Records and accounts.
Section 59A-34-11 - Vouchers for expenditures.
Section 59A-34-12 - Assets to be kept in state; exceptions.
Section 59A-34-13 - Removal, concealment of records, assets.
Section 59A-34-14 - Information to stockholders and proxy regulations.
Section 59A-34-15 - Information in advance of stockholder meetings.
Section 59A-34-16 - Solicitation of proxies.
Section 59A-34-17 - Management, compensation and agency contracts.
Section 59A-34-18 - Dividends to stockholders.
Section 59A-34-19 - Participating policies.
Section 59A-34-20 - Dividends to policyholders.
Section 59A-34-21 - Illegal dividends; penalty.
Section 59A-34-22 - Purchase of own shares by stock insurer.
Section 59A-34-23 - Borrowed capital funds.
Section 59A-34-24 - Mutual membership.
Section 59A-34-25 - Mutual members, corporate rights.
Section 59A-34-26 - Mutual insurer bylaws.
Section 59A-34-27 - Mutual members, quorum.
Section 59A-34-28 - Mutual members, contingent liability.
Section 59A-34-29 - Mutual members, levy of contingent liability.
Section 59A-34-30 - Mutual members, enforcement of contingent liability.
Section 59A-34-31 - Mutual insurers; nonassessable policies.
Section 59A-34-32 - Prohibited transactions.
Section 59A-34-33 - Unauthorized business in other states.
Section 59A-34-34 - Mutualization of stock insurer.
Section 59A-34-35 - Conversion to ordinary business corporation.
Section 59A-34-36 - Merger, consolidation of stock insurers.
Section 59A-34-37 - Preservation of old charter in merger, consolidation.
Section 59A-34-38 - Merger, consolidation of mutual insurers.
Section 59A-34-39 - Conversion of mutual to stock insurer.
Section 59A-34-40 - Bulk reinsurance.
Section 59A-34-41 - Bulk reinsurance; fees and commissions.
Section 59A-34-42 - Expense to be borne by parties.
Section 59A-34-43 - Mutual member's share of assets on liquidation.