A. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except as otherwise provided in the articles of incorporation. If the articles of incorporation provide for more or less than one vote for any share, on any matter, every reference in the Business Corporation Act to a majority or other proportion of shares shall refer to such a majority or other proportion of votes entitled to be cast. The articles of incorporation may grant, either absolutely or conditionally to the holders of bonds, debentures or other obligations of the corporation the power to vote on specified matters, including the election of directors, and this right shall not be terminated except upon written assent of the holders of a majority in aggregate face amount of the bonds or debentures.
B. Shares held by another corporation, domestic or foreign, if a majority of the shares entitled to vote for the election of directors of the other corporation is held by the corporation, shall not be voted at any meeting or counted in determining the total number of outstanding shares at any given time.
C. The articles of incorporation may provide that at each election for directors every shareholder entitled to vote at the election has the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of the candidates. A statement in the articles of incorporation that cumulative voting exists is sufficient to confer such right.
D. Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent or proxy as the bylaws of the other corporation may prescribe, or, in the absence of such provisions, as the board of directors of the other corporation may determine.
E. Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of the shares into his name. Shares standing in the name of a trustee, or a custodian for a minor, may be voted by him, either in person or by proxy, but only after a transfer of the shares into his name.
F. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
G. Shares standing in the name of a receiver or bankruptcy trustee may be voted by the receiver or bankruptcy trustee, and shares held by or under the control of a receiver or bankruptcy trustee may be voted by him without the transfer thereof into his name if authority so to do is contained in an appropriate order of the court by which the receiver or bankruptcy trustee was appointed.
H. A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee may vote the shares so transferred.
I. Shares standing in the name of a partnership may be voted by any partner, and shares standing in the name of a limited partnership may be voted by any general partner.
J. Shares standing in the name of a person as life tenant may be voted by him, either in person or by proxy.
K. From the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem the shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, the shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.
L. Without limiting the manner in which a shareholder may authorize another person or persons to act for the shareholder as proxy pursuant to Subsection F of this section, the following shall constitute valid means by which a shareholder may grant that authority:
(1) a shareholder may execute a writing authorizing another person or persons to act for that shareholder as proxy, and execution may be by the shareholder or the shareholder's authorized officer, director, employee or agent signing the writing or causing the person's signature to be affixed to the writing by any reasonable means, including by facsimile signature;
(2) a shareholder may authorize another person or persons to act for that shareholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, facsimile transmission, email or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive the transmission; provided that the electronic transmission shall either set forth, or be submitted with information from which it can be determined, that the electronic transmission was authorized by the shareholder. If it is determined that an electronic transmission is valid, the inspector, or if there is no inspector, the person making that determination, shall specify the information upon which he relied.
M. A copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to Subsection L of this section may be substituted or used in lieu of the original writing or transmission for any purpose for which the original writing or transmission could be used, if that copy, facsimile telecommunication or other reproduction is a complete reproduction of the entire original writing or transmission.
History: 1953 Comp., § 51-24-32, enacted by Laws 1967, ch. 81, § 32; 1975, ch. 64, § 14; 1983, ch. 304, § 36; 2001, ch. 200, § 48.
ANNOTATIONSCompiler's notes. — This section is derived from Section 33 of the ABA Model Business Corporation Act.
The 2001 amendment, effective July 1, 2001, added Subsections L and M.
The 1983 amendment, effective June 17, 1983, deleted "Neither treasury shares, nor" at the beginning of Subsection B, inserted "not" near the end of Subsection B, and substituted "provisions" for "provision" in Subsection D.
Voting list omitting names of eligible voters. — In a shareholder election for a corporation's board of directors, the votes reflecting Class B shares of stock should have been counted in the candidates' totals, even though the voting list, prepared before the election, did not list the Class B shares and their owners. The Class B shareholders, who were entitled to vote by law, should not have been disenfranchised by another's misfeasance or malfeasance. In addition, 53-11-31 NMSA 1978, which specifies voting list requirements, provides in part: "Failure to comply with the requirements of this section does not affect the validity of any action taken at the [shareholders'] meeting". Pena v. Westland Dev. Co., 1988-NMCA-052, 107 N.M. 560, 761 P.2d 438.
Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation 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 § 24; 18A Am. Jur. 2d Corporations §§ 1015 to 1102; 18B Am. Jur. 2d Corporations §§ 1384 to 1394.
Validity and effect of provisions in will to control voting power of corporate stock, 9 A.L.R. 1242, 17 A.L.R. 238.
Reconsideration of vote in stockholder's or director's meeting, 13 A.L.R. 131.
Right to issue stock without voting power, 21 A.L.R. 643.
Waiver of right to object to voting of invalid or unauthorized stock, 72 A.L.R. 948.
Voting power of corporation stock as confined to issued and outstanding stock to exclusion of authorized unissued stock or stock which has been reacquired by the corporation, 90 A.L.R. 315.
Construction and application of provisions of statute, charter, bylaws, or stock certificate conferring upon holders of preferred or other specified class of stock a right to vote in event of nonpayment of dividends or other specified conditions, 154 A.L.R. 418.
Revocability of proxy to vote stock, 159 A.L.R. 307.
Cumulative voting of stock for corporate directors, 43 A.L.R.2d 1322.
Agreement controlling the vote of corporate stock, 45 A.L.R.2d 799.
Expenses incurred by competing factions within corporation in soliciting proxies as charge against corporation, 51 A.L.R.2d 873.
Proxies provision of Federal Securities Exchange Act, § 14 (U.S.C., Tit. 15, § 78n), 55 A.L.R.2d 1126.
Voting of jointly held or fractional share in corporation, 98 A.L.R.2d 357.
Validity of proxy agreement for control of voting power of corporate stock, 98 A.L.R.2d 376.
Who may exercise voting power of corporate stock pending settlement of estate of deceased owner, 7 A.L.R.3d 629.
Casting ballots after closing of polls, 41 A.L.R.3d 234.
Misrepresentation in proxy solicitation - state cases, 20 A.L.R.4th 1287.
Relief other than by dissolution in cases of intracorporate deadlock or dissension, 34 A.L.R.4th 13.
18 C.J.S. Corporations §§ 375 to 394.