Amendments to the articles of incorporation shall be made in the following manner:
A. if shares have been issued, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which may be either the annual or a special meeting. If no shares have been issued, the amendment shall be adopted by resolution of the board of directors, and the provisions for adoption by shareholders shall not apply. If the corporation has only one class of shares outstanding, an amendment solely to change the number of authorized shares to effectuate a split of, or stock dividend in, the corporation's own shares, or solely to do so and to change the number of authorized shares in proportion thereto, may be adopted by the board of directors; and the provisions for adoption by shareholders shall not apply, unless otherwise provided by the articles of incorporation. The resolution may incorporate the proposed amendment in restated articles of incorporation which contain a statement that, except for the designated amendment, the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as theretofore amended and that the restated articles of incorporation together with the designated amendment supersede the original articles of incorporation and all amendments thereto;
B. written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in the Business Corporation Act for the giving of notice of meetings of shareholders. If the meeting is an annual meeting, the proposed amendment or the summary may be included in the notice of the annual meeting; and
C. at the meeting, a vote of the shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares entitled to vote thereon, unless any class of shares is entitled to vote thereon as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon. Any number of amendments may be submitted to the shareholders and voted upon by them at one meeting.
History: 1953 Comp., § 51-26-2, enacted by Laws 1967, ch. 81, § 56; 1975, ch. 64, § 29; 1983, ch. 304, § 46.
ANNOTATIONSCompiler's notes. — This section is derived from Section 59 of the ABA Model Business Corporation Act.
Cross references. — For applicability of lowered voting requirements to existing corporations, see 53-18-6.1 NMSA 1978.
The 1983 amendment, effective June 17, 1983, added the present third sentence of Subsection A and substituted "a majority" of "two-thirds" in two places in the second sentence of Subsection C.
Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
Annual Survey of New Mexico Corporate Law, see 17 N.M.L. Rev. 253 (1987).
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Corporations § 95.