A. Upon approval, articles of merger or articles of consolidation shall be executed by each corporation by two authorized officers of the corporation, and shall set forth:
(1) the plan of merger or the plan of consolidation;
(2) if the members of any merging or consolidating corporation are entitled to vote thereon, then as to each corporation:
(a) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting and that the plan received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or
(b) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and
(3) if any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each corporation a statement of that fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that the plan received the vote of a majority of the directors in office.
B. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the articles of merger or articles of consolidation shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the articles conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act:
(1) endorse on the original and copy the word "filed" and the month, day and year of the filing thereof;
(2) file the original in the office of the commission [secretary of state]; and
(3) issue a certificate of merger or a certificate of consolidation to which shall be affixed the copy.
C. The certificate of merger or certificate of consolidation, together with the copy of the articles of merger or articles of consolidation affixed thereto by the commission [secretary of state], shall be returned to the surviving or new corporation or its representative.
History: 1953 Comp., § 51-14-85, enacted by Laws 1975, ch. 217, § 43; 2003, ch. 318, § 16.
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.
The 2003 amendment, effective July 1, 2003, in Subsection A, deleted "in duplicate" following "shall be executed", substituted "two authorized officers of the corporation" for "its president or vice president and by its secretary or assistant secretary" following "each corporation by"; substituted "An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original" for "Duplicate originals" at the beginning of Subsection B; substituted "the original and copy" for "each of the duplicate originals" in Paragraph B(1); substituted "the original" for "one of the originals" in Paragraph B(2); substituted "copy" for "other duplicate original" in Paragraph B(3) and Subsection C; and deleted "corporation" preceding "commission" throughout the section.