Nonprofit Corporation Articles Amendment Approval and Filing in New Mexico

At a glance

Requirements one by one

Proposal and votes

§ 53-8-35 allows any lawful articles change. Under § 53-8-36(A)(1), the board resolves to send a proposal to members entitled to vote, who approve by two-thirds of the votes that members present or represented by proxy are entitled to cast. If there are no members or no members entitled to vote, § 53-8-36(A)(2) calls for a meeting vote of a majority of directors in office. Under § 53-8-11, class designations and rights are set in the articles or bylaws; read them to identify who is entitled to vote.

Notice and written consent

The meeting notice must include the amendment or a summary (§ 53-8-36(A)(1)). The general notice rule in § 53-8-14(A) calls for written notice 10 to 50 days before the meeting unless the articles or bylaws provide otherwise. § 53-8-97(A) permits action without a meeting when all members entitled to vote sign a written consent setting out the action. § 53-8-37(C)(2) expressly recognizes that consent in amendment articles.

Articles, filing, and effect

§ 53-8-37 requires the adopted amendment, corporate name and any different proposed operating name, plus a member vote or consent statement. For the board-only route it requires the absence of voting members, board meeting date, and majority-of-directors statement. Two authorized officers execute the articles. Under § 53-8-38(A), deliver the original and a copy to the Secretary of State. § 53-8-85(B) sets a $20 amendment filing and certificate fee. Under § 53-8-38(C), delivery makes the amendment effective unless disapproved, or the articles may choose a later date within 30 days.

Restated articles

§ 53-8-39(A)-(C) authorizes the board, by a majority of directors in office, to restate the articles as already amended. The restatement must say it correctly sets out the existing provisions. It takes effect when the restated certificate issues (§ 53-8-39(F)).

What trips people up

§ 53-8-38(D) preserves existing causes of action and rights of people other than members. A corporate name change does not end a pending action brought under the former name.

Common questions

May several amendments be voted on at one meeting?

Yes. § 53-8-36(B) expressly permits any number of amendments to be submitted and voted on at a meeting.

May the required copy be a photocopy?

Yes. § 53-8-38(A) permits a photocopy of the signed original or a copy conformed to it.

Statutes and sources

• NMSA 1978 § 53-8-35: “A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under the Nonprofit Corporation Act.” Official compilation (accessed 2026-10-01).
• NMSA 1978 § 53-8-36: “A. Amendments to the articles of incorporation shall be made in the following manner: (1) if there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed amendment, or a summary of the changes to be effected thereby, shall be given to each member entitled to vote at the meeting within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast; or (2) if there are no members, or no members entitled to vote thereon, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. B. Any number of amendments may be submitted and voted upon at any one meeting.” Official compilation (accessed 2026-10-01).
• NMSA 1978 § 53-8-37: “The articles of amendment shall be executed by the corporation by two authorized officers of the corporation and shall set forth: A. the name of the corporation and, if different, include any name under which it proposes to transact business in New Mexico; B. the amendment so adopted; C. if there are members entitled to vote thereon: (1) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting and that the amendment received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or (2) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and D. if there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted and a statement of the fact that the amendment received the vote of a majority of the directors in office.” Official compilation (accessed 2026-10-01).
• NMSA 1978 § 53-8-38(A)-(C): “A. 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 amendment 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 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 amendment to which shall be affixed the copy. B. The certificate of amendment, together with the copy of the articles of amendment affixed thereto by the commission [secretary of state], shall be returned to the corporation or its representative. C. Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-8-91 NMSA 1978, the amendment shall become effective upon delivery of the articles of amendment to the commission [secretary of state], or on such later date, not more than thirty days subsequent to the delivery thereof to the commission [secretary of state], as shall be provided for in the articles of amendment.” Official compilation (accessed 2026-10-01).
• NMSA 1978 § 53-8-39(A)-(C): “A. A domestic corporation may at any time restate its articles of incorporation as amended. B. Upon approval by a majority of the directors in office, restated articles of incorporation shall be executed in duplicate by the corporation by two authorized officers of the corporation and shall set forth: (1) the name of the corporation; (2) the period of its duration; (3) the purpose or purposes that the corporation is authorized to pursue; and (4) any other provisions, not inconsistent with law, that are then set forth in the articles of incorporation as amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors or its incorporators. C. The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as amended, that they have been duly approved as required by law and that they supersede the original articles of incorporation and all amendments thereto.” Official compilation (accessed 2026-10-01).
• NMSA 1978 § 53-8-39(F): “F. Upon the issuance of the restated certificate of incorporation by the commission [secretary of state], the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto.” Official compilation (accessed 2026-10-01).
• NMSA 1978 § 53-8-11: “A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be set forth in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership therein.” Official compilation (accessed 2026-10-01).
• NMSA 1978 § 53-8-14(A): “A. Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.” Official compilation (accessed 2026-10-01).
• NMSA 1978 § 53-8-85(A)-(B): “The secretary of state shall charge and collect for: A. filing articles of incorporation and issuing a certificate of incorporation, twenty-five dollars ($25.00); B. filing articles of amendment and issuing a certificate of amendment, twenty dollars ($20.00);” Official compilation (accessed 2026-10-01).
• NMSA 1978 § 53-8-97(A)-(B): “A. Any action required by the Nonprofit Corporation Act to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof, or all of the directors, as the case may be. B. The consent as provided for in Subsection A of this section shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the corporation commission [secretary of state] under the Nonprofit Corporation Act.” Official compilation (accessed 2026-10-01).
• NMSA 1978 § 53-8-38(D): “D. An amendment shall not affect any existing cause of action in favor of or against the corporation, or any pending action to which the corporation shall be a party or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no action brought by or against the corporation under its former name shall abate for that reason.” Official compilation (accessed 2026-10-01).