A. Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings for the reorganization of the corporation, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations, the articles of incorporation of the corporation may be amended in the manner provided in this section in as many respects as necessary to carry out the plan and put it into effect, so long as the articles of incorporation as amended contain only those provisions that may be lawfully contained in original articles of incorporation at the time of making the amendment. The articles of incorporation may be amended for the foregoing purpose to:
(1) change the corporate name, period of duration or corporate purposes of the corporation;
(2) repeal, alter or amend the bylaws of the corporation;
(3) change the aggregate number of shares or shares of any class that the corporation has authority to issue;
(4) change the preferences, limitations and relative rights in respect of all or any part of the shares of the corporation and classify, reclassify or cancel all or any part of the shares, whether issued or unissued;
(5) authorize the issuance of bonds, debentures or other obligations of the corporation, whether or not convertible into shares of any class or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of any class, and fix the terms and conditions thereof; and
(6) constitute or reconstitute and classify or reclassify the board of directors of the corporation and appoint directors and officers in place of, or in addition to, all or any of the directors or officers then in office.
B. Amendments to the articles of incorporation pursuant to this section shall be made in the following manner:
(1) articles of amendment approved by decree or order of court shall be executed by the person the court designates or appoints for the purpose and shall set forth the name of the corporation, the amendments of the articles of incorporation approved by the court, the date of the decree or order approving the articles of amendment, the title of the proceedings in which the decree or order was entered and a statement that the decree or order was entered by a court having jurisdiction of the proceedings for the reorganization of the corporation pursuant to the provisions of an applicable statute of the United States;
(2) an original of the articles of amendment together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the articles of amendment conform to law, it shall, when all fees have been paid:
(a) endorse on the original and copy the word "filed" and the month, day and year of the filing;
(b) file the original in its office; and
(c) issue a certificate of amendment to which it shall affix the file-stamped copy; and
(3) the certificate of amendment, together with the file-stamped copy of the articles of amendment affixed to it shall be returned by the commission [secretary of state] to the corporation or its representative. Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, the amendment shall become effective upon delivery of the articles of amendment to the commission [secretary of state] or on a later date, not more than thirty days subsequent to the delivery of the articles to the commission [secretary of state], as shall be provided for in the articles of amendment without any action thereon by the directors or shareholders of the corporation and with the same effect as if the amendments had been adopted by unanimous action of the directors and shareholders of the corporation.
History: 1953 Comp., § 51-26-8, enacted by Laws 1967, ch. 81, § 62; 1983, ch. 304, § 52; 2001, ch. 200, § 55.
ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law.
Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978.
Compiler's notes. — This section is derived from Section 65 of the ABA Model Business Corporation Act.
The 2001 amendment, effective July 1, 2001, deleted "In particular and without limitation upon general power of amendments" from the second sentence of Subsection A; in Subsection B, deleted "and verified in duplicate" following "executed" in Paragraph (1) and in Paragraphs (2) and (3), changed the provisions of the section so that instead of explaining the procedures for processing duplicate articles of amendment, it explains procedures for processing the original and a copy of the original.
The 1983 amendment, effective June 17, 1983, deleted "or persons" following "person" near the beginning of Paragraph (1) of Subsection B, deleted "and franchise taxes" following "fees" in the last sentence of the introductory language of Paragraph (2) of Subsection B, substituted "Unless the commission . . . 53-18-2 NMSA 1978," for "Upon the issuance of the certificate of amendment by the commission," at the beginning of the last sentence of Paragraph (3) of Subsection B, and substituted "upon delivery of . . . in the articles of amendment" for "and the articles of incorporation shall be deemed to be amended accordingly," near the middle of the last sentence of Paragraph (3) of Subsection B.