The number of directors of a corporation shall consist of one or more members. The number of directors shall be fixed by, or in the manner provided in, the articles of incorporation or the bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. If the number of directors is not fixed by, or in the manner provided in, the bylaws or the articles of incorporation, the number shall be the same as the number of directors constituting the initial board of directors. The names and addresses of the members of the first board of directors shall be stated in the articles of incorporation. Such persons shall hold office until the first annual meeting of shareholders and until their successors have been elected and qualified. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors as permitted by the Business Corporation Act. Each director shall hold office for the term for which the director is elected and until a successor has been elected and qualified.
History: 1953 Comp., § 51-24-35, enacted by Laws 1967, ch. 81, § 35; 1975, ch. 64, § 17; 2003, ch. 318, § 33.
ANNOTATIONSCompiler's notes. — This section is derived from Section 36 of the ABA Model Business Corporation Act.
The 2003 amendment, effective July 1, 2003, deleted "except as to the number constituting the initial board of directors, which number shall be fixed by the articles of incorporation" following "or the bylaws".
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. — 18B Am. Jur. 2d Corporations §§ 1349 to 1352, 1360, 1362, 1363, 1381, 1395 to 1399.
Construction and effect of corporate bylaws or articles relating to change in number of directors, 3 A.L.R.3d 623.
19 C.J.S. Corporations § 434 to 442.