A. The provisions of the 1983 amendments to the Business Corporation Act lowering voting requirements from a two-thirds majority to a simple majority shall not apply to a corporation that was in existence on June 17, 1983, until the corporation, by amendment to its articles of incorporation, chooses to become subject to those provisions, except as provided in Subsection B of this section.
B. Corporations in existence on June 17, 1983 that, as of July 1, 2001, are listed on a national securities exchange, or whose shares are publicly traded on an over-the-counter basis and have more than four hundred fifty shareholders of record, shall be subject to the lower voting requirements established by the 1983 amendments to the Business Corporation Act upon adoption of a bylaws provision by the board of directors making the corporation subject to the lower voting requirements. The bylaws provision adopted pursuant to this subsection may be rescinded only by submission to the shareholders of a proposal to amend the articles of incorporation to establish a greater voting requirement in accordance with the provisions of Section 53-18-6 NMSA 1978, which proposal may be made by any shareholder of record.
History: 1978 Comp., § 53-18-6.1, enacted by Laws 1983, ch. 304, § 72; 2001, ch. 200, § 73.
ANNOTATIONSCompiler's notes. — The phrase "the 1983 amendments to the Business Corporation Act lowering voting requirements" refers to those sections of the Business Corporation Act, 53-11-1 to 53-18-12 NMSA 1978, amended by Laws 1983, Chapter 304, i.e., 53-13-2, 53-14-3, 53-15-2, 53-16-3 and 53-16-8 NMSA 1978.
The 2001 amendment, effective July 1, 2001, inserted the Subsection A designation and added Subsection B; in Subsection A, substituted "June 17, 1983" for "the effective date of this section" and inserted "except as provided in Subsection B of this section".
Law reviews. — For article, "1983 Amendments to the New Mexico Business Corporation Act and Related Statutes," see 14 N.M.L. Rev. 371 (1984).
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. — Personal liability of stockholder, officer, or agent for debt of foreign corporation doing business in the state, 27 A.L.R.4th 387.