By the act of the corporation, a corporation may, at any time prior to the issuance of a certificate of dissolution by the commission [secretary of state], revoke voluntary dissolution proceedings taken, in the following manner:
A. the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked and directing that the question of revocation be submitted to a vote at a special meeting of shareholders;
B. written notice stating that the purpose or one of the purposes of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings shall be given to each shareholder of record entitled to vote at the meeting within the time and in the manner provided in the Business Corporation Act for the giving of notice of special meetings of shareholders;
C. at the meeting, a vote of the shareholders entitled to vote shall be taken on a resolution to revoke the voluntary dissolution proceedings, which shall require for its adoption the affirmative vote of the holders of a majority of the shares entitled to vote thereon; and
D. upon the adoption of the resolution, a statement of revocation of voluntary dissolution proceedings shall be executed by the corporation by an authorized officer, which statement shall set forth:
(1) the name of the corporation;
(2) the names and respective addresses of its officers;
(3) the names and respective addresses of its directors;
(4) a copy of the resolution adopted by the shareholders revoking the voluntary dissolution proceedings;
(5) the number of shares outstanding; and
(6) the number of shares voted for and against the resolution, respectively.
History: 1953 Comp., § 51-29-8, enacted by Laws 1967, ch. 81, § 86; 1983, ch. 304, § 63; 2001, ch. 200, § 62.
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.
Cross references. — For applicability of lowered voting requirements to existing corporations, see 53-18-6.1 NMSA 1978.
Compiler's notes. — This section is derived from Section 89 of the ABA Model Business Corporation Act.
The 2001 amendment, effective July 1, 2001, in Subsection D, deleted the provision that the revocation of voluntary dissolution proceedings be executed in duplicate and substituted "an authorized officer" for "its chairman of the board, president or vice president and by its secretary or assistant secretary and verified by one of the officers signing the articles".
The 1983 amendment, effective June 17, 1983, deleted "thereat" preceding "shall be taken," and substituted "a majority" for "two-thirds" in Subsection C and added "and" at the end of that subsection.