The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless reserved to the shareholders by the articles of incorporation. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.
History: 1953 Comp., § 51-24-26, enacted by Laws 1967, ch. 81, § 26.
ANNOTATIONSCompiler's notes. — This section is derived from Section 27 of the ABA Model Business Corporation Act.
Modification of bylaws. — The action of the board of directors in entering into employment contract modified in its legal effect all inconsistent bylaws and prevails over them. Jennings v. Ruidoso Racing Ass'n, 1968-NMSC-081, 79 N.M. 144, 441 P.2d 42.
Unless contrary bylaw adopted by shareholders. — Even if the bylaws could be interpreted to prohibit employment of a comptroller prior to the annual election of directors, absent a contrary bylaw adopted by the stockholders, the directors have power to make or amend the bylaws and a silent record as to any such stockholders' action amounts to failure of the corporation to maintain their burden of showing a lack of authority in the directors to enact or amend the bylaw. Jennings v. Ruidoso Racing Ass'n, 1968-NMSC-081, 79 N.M. 144, 441 P.2d 42.
Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporations Act," see 6 N.M.L. Rev. 57 (1975).
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Corporations §§ 17, 18; 18A Am. Jur. 2d Corporations §§ 310 to 332.
President's power to employ, control, or discharge agents or subordinates, as affected by bylaws, 5 A.L.R. 1492.
Stockholder's right to inspect books and records of corporation as affected by bylaws, 22 A.L.R. 32, 43 A.L.R. 783, 59 A.L.R. 1373, 80 A.L.R. 1502, 174 A.L.R. 262, 15 A.L.R.2d 11.
Enforceability of invalid corporate bylaw as contract, 59 A.L.R. 290.
Power to remove officers or directors as affected by bylaws, 63 A.L.R. 779.
Validity of bylaw restricting transfer of stock, 65 A.L.R. 1159, 61 A.L.R.2d 1318.
Validity and construction of corporate articles or bylaws relating to stock held by one retiring from corporate office or employment, 66 A.L.R. 1295.
Provision of articles, bylaws, or agreement regarding future determination by parties other than owner of price at which corporate stock is to be taken over by corporation or stockholders upon specified event, 117 A.L.R. 1359.
Removal of officer, agent, or employee at any time, bylaw authorizing, as affecting contract of employment for specified period, 145 A.L.R. 312.
Enforceability of invalid corporate bylaw as contract, 159 A.L.R. 290.
Provision of statute, charter, or bylaws respecting amendment of corporate bylaws as excluding waiver thereof, 169 A.L.R. 1374.
Construction and application of provisions of articles, bylaws, statutes, or agreements restricting alienation or transfer of corporate stock, 2 A.L.R.2d 745.
Power of president of corporation to have litigation instituted by it where board of directors has failed or refused to grant permission, 10 A.L.R.2d 701.
Conflict of laws as to validity and effect of corporate bylaws, 27 A.L.R.2d 435.
Construction and effect of corporate articles, charter, or bylaws limiting duration or maturity of its indebtedness, 55 A.L.R.2d 949.
Construction and effect of corporate bylaws or articles relating to change in number of directors, 3 A.L.R.3d 623.
18 C.J.S. Corporations §§ 111 to 121.