Articles of incorporation shall be signed by each of the incorporators and acknowledged by at least three of them, if natural persons, and by the presidents and the secretaries, if associations, before an officer authorized to take acknowledgments. Within the limitations set forth in the Cooperative Association Act, the articles shall contain:
A. a statement as to the purpose for which the association is formed;
B. the name of the association, which shall include the word "cooperative";
C. the term of existence of the association, which may be perpetual;
D. the location and address of the principal office of the association;
E. the names and addresses of the incorporators of the association;
F. the names and addresses of the directors who will manage the affairs of the association for the first year, unless sooner changed by the members;
G. a statement of whether the association is organized with or without shares and the number of shares or memberships subscribed for;
H. if the association is organized with shares, the amount of authorized capital, the number and types of shares and the par value thereof, which may be placed at any figure, and the rights, preferences and restrictions of each type of share;
I. the minimum number of shares of the association that shall be owned in order to qualify for membership;
J. the maximum amount or percentage of capital of the association that may be owned or controlled by any member;
K. the method by which any surplus, upon dissolution of the association, shall be distributed in conformity with the requirements of the Cooperative Association Act for division of such surplus;
L. the address of the initial registered office of the association and the name of the initial registered agent at that address; and
M. a statement executed by the registered agent in which the agent acknowledges acceptance of the appointment by the filing association, if the agent is an individual, or a statement executed by an authorized officer of a corporation in which the officer acknowledges the corporation's acceptance of the appointment by the filing association as its registered agent, if the agent is a corporation.
The articles may also contain other provisions not inconsistent with the Cooperative Association Act.
History: Laws 1939, ch. 164, § 5; 1941 Comp., § 54-1405; 1953 Comp., § 51-15-5; 1978 Comp., § 53-4-5; Laws 1991, ch. 170, § 2; 1993, ch. 311, § 3; 1993, ch. 318, § 1; 2001, ch. 200, § 15; 2003, ch. 318, § 3.
ANNOTATIONSThe 2003 amendment, effective July 1, 2003, inserted "is" preceding "organized with shares" in Subsection H; added Subsection M; and deleted "any" preceding "other provisions not" in the last paragraph.
The 2001 amendment, effective July 1, 2001, substituted "the Cooperative Association Act" for "Chapter 53, Article 4 NMSA 1978" in three places; inserted "the association" in the beginning of Subsection H; inserted "of the association" in Subsections I and J; and added Subsection L.
The 1993 amendment, effective June 18, 1993, deleted former Subsection G, which read: "a statement that an affidavit signed by each director stating that he consents to being a director is on file with the cooperative association", and redesignated former Subsections H through L as present Subsections G through K.
The 1991 amendment, effective January 1, 1992, substituted "in Chapter 53, Article 4 NMSA 1978" for "herein" in the second sentence in the introductory paragraph; added Subsection G; redesignated former paragraphs (1) to (11) as Subsections A to F and H to L; substituted "Section 53-4-36 NMSA 1978" for "Section 36 herein" in Subsection L; substituted "with Chapter 53, Article 4 NMSA 1978" for "herewith" at the end of the section; and made minor stylistic changes.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Cooperative Associations §§ 13 to 15; 18A Am. Jur. 2d Corporations §§ 199, 202, 203, 205, 206.
18 C.J.S. Corporations § 25 et seq.; 43 C.J.S. Industrial Cooperative Societies § 14.