Nonprofit Corporation Membership Exit and Termination in New Mexico

At a glance

How the membership terms work

Section 53-8-2(F) defines a member through rights conferred by the articles or bylaws. Section 53-8-11 requires those documents to identify each class, its selection method, qualifications, and rights. It also allows a corporation to state that it has no members. Under § 53-8-12(A), bylaws may regulate corporate affairs consistently with law and the articles; the board has the default amendment power unless the documents provide otherwise.

For voting, § 53-8-15(A), (D) allows class rights to be limited, enlarged, or denied by the articles or bylaws. Each member otherwise has one vote on a matter put to members; directors hold sole voting power if there are no members or no voting members. Under § 53-8-27, the corporation keeps names and addresses of voting members at its registered or New Mexico principal office.

What trips people up

The 10-to-50-day written notice rule in § 53-8-14(A) concerns meetings of voting members. Its clock should be applied to a meeting that takes an exit action only after identifying that meeting as the required decision route under the governing documents.

Common questions

Can a corporation have nonvoting members?

Yes. Section 53-8-15(A), (D) lets the articles or bylaws deny a class the vote, while § 53-8-11 still permits multiple membership classes.

Where can I confirm the current voting-member list?

Section 53-8-27 requires the corporation to keep a record of voting members’ names and addresses at its registered office or principal office in New Mexico. It permits a member or agent to inspect corporate records for a proper purpose at a reasonable time.

Statutes and sources

• N.M. Stat. Ann. §§ 53-8-2(F), -11, -12(A), -14(A), -15(A), (D), and -27: membership definition, classes, bylaws, meeting notice, vote, and records. Official Chapter 53 publication, accessed 2026-10-03.