Corporate Bylaws - New Mexico

BYLAWS OF [____________________], a New Mexico corporation

A for-profit corporation organized under the New Mexico Business Corporation Act, NMSA 1978, § 53-11-1 et seq. (the "Act").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board of Directors (the "Board") may from time to time determine. The corporation may also have offices at such other places, within or without the State of New Mexico, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Agent and Registered Office. Pursuant to NMSA 1978, § 53-11-11, the corporation shall continuously maintain a registered office in New Mexico and a registered agent whose business office is identical with the registered office. The initial registered agent is [____________________], and the registered office is located at [____________________]. The Board may change the registered office or registered agent from time to time by filing the appropriate statement with the New Mexico Secretary of State as provided in NMSA 1978, § 53-11-13.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to NMSA 1978, § 53-11-28, an annual meeting of shareholders shall be held for the election of directors and the transaction of other business at such time and place as may be fixed by or in the manner provided in these Bylaws. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. Failure to hold the annual meeting at the designated time does not affect the validity of any corporate action. If the annual meeting is not held within any thirteen-month period, any shareholder may apply to the district court for the county in which the principal office of the corporation is located to order a meeting to be held, as provided in NMSA 1978, § 53-11-28.

Section 2.2 Special Meetings. Pursuant to NMSA 1978, § 53-11-28, special meetings of shareholders may be called by the Board, the holders of not less than one-tenth (1/10) of all the shares entitled to vote at the meeting, or such other persons as may be authorized by the Articles or these Bylaws. Business transacted at a special meeting shall be confined to the purpose(s) stated in the notice of the meeting.

Section 2.3 Place of Meetings. Meetings of shareholders shall be held at the principal office of the corporation or at such other place, within or without the State of New Mexico, as may be designated by the Board and stated in the notice of the meeting, as permitted by NMSA 1978, § 53-11-28.

Section 2.4 Notice of Meetings. Pursuant to NMSA 1978, § 53-11-29, written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose(s) for which the meeting is called, shall be delivered not fewer than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officers or persons calling the meeting, to each shareholder of record entitled to vote at the meeting. If mailed, the notice is deemed delivered when deposited in the United States mail, addressed to the shareholder at the shareholder's address as it appears on the stock transfer books, with postage prepaid.

Section 2.5 Waiver of Notice. Whenever any notice is required to be given to a shareholder under the Act, the Articles, or these Bylaws, a waiver in writing signed by the person entitled to the notice, whether before or after the time stated in the notice, is equivalent to the giving of the notice. Attendance at a meeting constitutes a waiver of notice of the meeting except where a shareholder attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 2.6 Record Date; Closing of Transfer Books. Pursuant to NMSA 1978, § 53-11-30, for the purpose of determining shareholders entitled to notice of or to vote at a meeting, entitled to receive a distribution, or in order to make a determination of shareholders for any other proper purpose, the Board may fix in advance a record date not more than fifty (50) days and, for a meeting, not less than ten (10) days prior to the date of the meeting or action. In lieu of fixing a record date, the Board may provide that the stock transfer books be closed for a stated period not exceeding fifty (50) days. If no record date is fixed and the transfer books are not closed, the record date is the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring a distribution is adopted, as applicable.

Section 2.7 Voting List. Pursuant to NMSA 1978, § 53-11-31, the officer or agent having charge of the stock transfer books shall prepare, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, with the address of and the number of shares held by each. The list shall be kept on file at the registered office or principal office and shall be subject to inspection by any shareholder at any time during usual business hours during the prescribed period, and shall be produced and kept open at the time and place of the meeting and subject to inspection by any shareholder during the meeting.

Section 2.8 Quorum. Pursuant to NMSA 1978, § 53-11-32, unless otherwise provided in the Articles, a majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders, but in no event may a quorum consist of less than one-third (1/3) of the shares entitled to vote at the meeting. A quorum, once attained at a meeting, is deemed to continue until adjournment notwithstanding the voluntary withdrawal of enough shares to leave less than a quorum.

Section 2.9 Voting. Pursuant to NMSA 1978, § 53-11-32 and § 53-11-33, if a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter is the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Act or the Articles. Except as otherwise provided in the Articles, each outstanding share is entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders.

Section 2.10 Proxies. Pursuant to NMSA 1978, § 53-11-33, a shareholder may vote either in person or by proxy executed in writing by the shareholder or by the shareholder's duly authorized attorney-in-fact. No proxy is valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.

Section 2.11 Cumulative Voting. If and to the extent cumulative voting in the election of directors is authorized or required by the Articles, each shareholder entitled to vote shall have the rights provided in NMSA 1978, § 53-11-33.

Section 2.12 Voting Trusts and Shareholder Agreements. Shareholders may enter into voting trusts and agreements among themselves as authorized by NMSA 1978, § 53-11-34, on the terms and for the periods permitted by that section.

Section 2.13 Action by Written Consent. Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof, to the extent and in the manner authorized by the Act and the Articles. Such consent has the same force and effect as a unanimous vote of shareholders.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 General Powers. Pursuant to NMSA 1978, § 53-11-35, the business and affairs of the corporation shall be managed by or under the direction of its Board, except as otherwise provided in the Act or the Articles.

Section 3.2 Number and Qualifications. Pursuant to NMSA 1978, § 53-11-36, the Board shall consist of one (1) or more directors, the number to be fixed by or in the manner provided in these Bylaws. The number of directors is fixed at [____], or shall be not fewer than [____] nor more than [____] as fixed from time to time by resolution of the Board or the shareholders. Directors need not be residents of New Mexico or shareholders of the corporation unless the Articles or these Bylaws so require.

Section 3.3 Election and Term. Directors are elected at the annual meeting of shareholders, except as otherwise provided in the Act. Each director holds office for the term for which elected and until a successor is elected and qualifies, subject to earlier resignation, removal, or death.

Section 3.4 Classification. The directors may be divided into classes and their terms staggered to the extent permitted by NMSA 1978, § 53-11-37 and the Articles.

Section 3.5 Resignation. A director may resign at any time by delivering written notice to the Board, the president, or the secretary. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

Section 3.6 Removal. The shareholders may remove one or more directors with or without cause in the manner provided in the Act and the Articles. If a director is elected by a class or series of shares, that director may be removed only by the holders of that class or series.

Section 3.7 Vacancies. Pursuant to NMSA 1978, § 53-11-38, any vacancy occurring in the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board, or by the shareholders. A director elected to fill a vacancy holds office for the unexpired term of the predecessor.

Section 3.8 Regular Meetings. Regular meetings of the Board may be held without notice at such time and place, within or without the State of New Mexico, as may be fixed by resolution of the Board.

Section 3.9 Special Meetings. Pursuant to NMSA 1978, § 53-11-42, special meetings of the Board may be called by [the Chair of the Board / the President / any two (2) directors], to be held at such time and place, within or without the State of New Mexico, as may be designated in the notice of the meeting.

Section 3.10 Notice of Special Meetings. Notice of each special meeting of the Board stating the place, day, and hour of the meeting shall be given to each director at least [two (2)] days before the meeting, by any means reasonably calculated to provide actual notice. Notice of a meeting need not specify the business to be transacted or the purpose of the meeting unless required by the Articles or these Bylaws.

Section 3.11 Waiver of Notice. A director may waive any required notice in writing, whether before or after the time of the meeting. Attendance at or participation in a meeting constitutes a waiver of notice of the meeting unless the director attends for the express purpose of objecting to the transaction of business on the ground that the meeting is not lawfully called or convened.

Section 3.12 Quorum and Voting. Pursuant to NMSA 1978, § 53-11-40, unless a greater number is required by the Articles or these Bylaws, a majority of the number of directors fixed by or in the manner provided in these Bylaws constitutes a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the Board unless the act of a greater number is required by the Act, the Articles, or these Bylaws.

Section 3.13 Participation by Communications Equipment. Unless otherwise restricted by the Articles or these Bylaws, members of the Board or any committee may participate in a meeting by means of conference telephone or similar communications equipment by which all persons participating can hear each other at the same time, and participation by such means constitutes presence in person at the meeting.

Section 3.14 Action Without a Meeting. Pursuant to NMSA 1978, § 53-11-43, unless otherwise provided in the Articles or these Bylaws, any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors or committee members. Such consent has the same force and effect as a unanimous vote.

Section 3.15 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties. No such payment precludes a director from serving the corporation in another capacity and receiving compensation therefor.

Section 3.16 Director Conflict of Interest. A contract or transaction in which a director has a direct or indirect interest is governed by NMSA 1978, § 53-11-40.1 and is not void or voidable solely on that ground if the procedures of that section are satisfied (disclosure and approval by disinterested directors or shareholders, or fairness to the corporation).

Section 3.17 Standard of Conduct. A director shall perform the director's duties in good faith, in a manner the director reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances, consistent with NMSA 1978, § 53-11-35 and § 53-11-46.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to NMSA 1978, § 53-11-41, if the Articles or these Bylaws so provide, the Board, by resolution adopted by a majority of the full Board, may designate from among its members an executive committee and one or more other committees, each consisting of two (2) or more directors.

Section 4.2 Authority of Committees. To the extent provided in the resolution, the Articles, or these Bylaws, each committee may exercise the authority of the Board in the management of the corporation. A committee does not, however, have the authority of the Board in reference to the matters reserved to the full Board by NMSA 1978, § 53-11-41, including amending the Articles, adopting a plan of merger or consolidation, recommending to shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the corporation other than in the usual and regular course of business, recommending to shareholders a voluntary dissolution or revocation thereof, or amending, altering, or repealing these Bylaws.

Section 4.3 Committee Procedures. The designation of a committee and the delegation of authority to it does not relieve any director of the duty imposed by law. Provisions of these Bylaws and the Act governing meetings, notice and waiver of notice, and quorum and voting requirements of the Board apply to committees and their members to the extent consistent with the Act.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to NMSA 1978, § 53-11-48, the officers of the corporation shall consist of a president, one or more vice presidents (as may be prescribed by these Bylaws or determined by the Board), a secretary, and a treasurer, each of whom is elected by the Board at the time and in the manner prescribed by these Bylaws. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 5.2 Election and Term. The officers are elected by the Board. Each officer holds office until a successor is elected and qualifies or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to NMSA 1978, § 53-11-49, any officer or agent may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby, but such removal is without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent does not of itself create contract rights. An officer may resign at any time by delivering written notice to the corporation.

Section 5.4 President. The president is the principal executive officer of the corporation and, subject to the control of the Board, supervises and controls the business and affairs of the corporation. The president shall preside at meetings of shareholders and of the Board (in the absence of a Chair of the Board) and shall perform such other duties as the Board may assign.

Section 5.5 Vice Presidents. In the absence of the president or in the event of the president's inability or refusal to act, the vice president (or, if more than one, the vice presidents in the order designated at the time of their election) shall perform the duties of the president and, when so acting, has all the powers of and is subject to all the restrictions upon the president.

Section 5.6 Secretary. The secretary shall: (a) keep the minutes of the meetings of the shareholders and of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the Act, the Articles, and these Bylaws; (c) be custodian of the corporate records and of the seal, if any; (d) keep a register of the post office address of each shareholder; (e) have charge of the stock transfer books; and (f) perform such other duties as the Board or the president may assign.

Section 5.7 Treasurer. The treasurer is the principal financial and accounting officer of the corporation and shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation; (c) deposit such moneys in the name of the corporation in depositories selected by the Board; and (d) perform such other duties as the Board or the president may assign. The Board may require the treasurer to give a bond for the faithful discharge of the treasurer's duties.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. Shares of the corporation may be issued for such consideration as is authorized by the Board, consistent with the Act and the Articles.

Section 6.2 Certificated and Uncertificated Shares. Pursuant to NMSA 1978, § 53-11-23, the shares of the corporation may be represented by certificates or may be uncertificated, as provided by resolution of the Board. Each certificate representing shares shall be signed by the officers designated by the Board and shall state on its face the name of the corporation, that it is organized under the laws of New Mexico, the name of the person to whom issued, and the number and class (and the designation of the series, if any) of the shares represented thereby. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information required by the Act to be set forth on certificates.

Section 6.3 Transfer of Shares. Transfers of shares are made on the books of the corporation only by the record holder thereof or by the holder's duly authorized attorney-in-fact, and, in the case of certificated shares, upon surrender of the certificate properly endorsed for transfer.

Section 6.4 Transfer Restrictions. The corporation may impose lawful restrictions on the transfer or registration of transfer of shares. Any such restriction shall be noted conspicuously on the certificate or, in the case of uncertificated shares, contained in the information statement sent to the shareholder.

Section 6.5 Lost, Destroyed, or Stolen Certificates. The Board may direct that a new certificate (or uncertificated shares) be issued in place of any certificate alleged to have been lost, destroyed, or wrongfully taken upon receipt of an affidavit of that fact and, if the Board requires, a bond sufficient to indemnify the corporation.

Section 6.6 Fractional Shares. The corporation may, as authorized by NMSA 1978, § 53-11-24, issue fractions of a share or, in lieu thereof, issue scrip, arrange for the disposition of fractional interests, or pay in cash the fair value of fractions of a share.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Power to Indemnify. To the fullest extent permitted by NMSA 1978, § 53-11-4.1, the corporation shall indemnify any person made a party to any proceeding by reason of the fact that the person is or was a director of the corporation against judgments, penalties, fines, settlements, and reasonable expenses (including attorneys' fees) actually incurred by the person in connection with the proceeding if: (1) the person acted in good faith; (2) the person reasonably believed (a) in the case of conduct in the person's official capacity with the corporation, that the conduct was in its best interests, and (b) in all other cases, that the conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, the person had no reasonable cause to believe the conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent does not, of itself, establish that the person did not meet the requisite standard of conduct.

Section 7.2 Limitations on Indemnification. As provided in NMSA 1978, § 53-11-4.1, if the proceeding was by or in the right of the corporation, indemnification may be made only against reasonable expenses and may not be made in respect of any proceeding in which the person has been adjudged liable to the corporation. A director may not be indemnified in respect of any proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director has been adjudged liable on the basis that personal benefit was improperly received.

Section 7.3 Mandatory Indemnification for Successful Defense. Unless limited by the Articles, a director who, in the opinion of the Board reasonably based on the facts, circumstances, and outcome of the proceeding, has been wholly successful, on the merits or otherwise, in the defense of any proceeding referred to in Section 7.1 shall be indemnified against reasonable expenses incurred in connection with the proceeding, as provided in NMSA 1978, § 53-11-4.1(D).

Section 7.4 Advancement of Expenses. Pursuant to NMSA 1978, § 53-11-4.1(F), reasonable expenses incurred by a director who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding if: (1) the director furnishes the corporation a written affirmation of the director's good-faith belief that the director has met the standard of conduct necessary for indemnification under the Act; (2) the director furnishes the corporation a written undertaking, by or on behalf of the director, to repay the amount advanced if it is ultimately determined that the director did not meet that standard of conduct; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under the Act. The undertaking required is an unlimited general obligation of the director, need not be secured, and may be accepted without reference to financial ability to make repayment.

Section 7.5 Determination and Authorization. No indemnification under Section 7.1 may be made unless authorized in the specific case after a determination that indemnification is permissible because the director has met the applicable standard of conduct. The determination, and the authorization of indemnification and determination as to reasonableness of expenses, shall be made in the manner specified in NMSA 1978, § 53-11-4.1(E): (a) by the Board by a majority vote of a quorum consisting of directors not at the time parties to the proceeding; (b) if such a quorum cannot be obtained, by a majority vote of a committee of two or more disinterested directors duly designated by the full Board; (c) by special legal counsel selected as provided in that section; or (d) by the shareholders, excluding shares held by directors who are parties to the proceeding.

Section 7.6 Indemnification of Officers, Employees, and Agents. Pursuant to NMSA 1978, § 53-11-4.1(I), unless limited by the Articles: (a) an officer of the corporation is indemnified, and is entitled to seek indemnification, to the same extent as a director under Subsection D of that section; (b) the corporation may indemnify and advance reasonable expenses to an officer, employee, or agent to the same extent as to a director; and (c) the corporation may indemnify and advance reasonable expenses to an officer, employee, or agent who is not a director to such further extent, consistent with law, as provided by the Articles, these Bylaws, general or specific action of the Board, or contract.

Section 7.7 Insurance. Pursuant to NMSA 1978, § 53-11-4.1(J), the corporation may purchase and maintain insurance, or furnish similar protection (including a trust fund, letter of credit, or self-insurance), on behalf of any person who is or was a director, officer, employee, or agent against any liability asserted against and incurred by the person in such capacity or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against the same liability under the Act.

Section 7.8 Non-Exclusivity; Continuation; Reporting. The indemnification authorized by this Article is not exclusive of any other rights to which a person may be entitled under the Articles, these Bylaws, an agreement, a resolution of shareholders or directors, or otherwise, continues as to a person who has ceased to be a director, officer, employee, or agent, and inures to the benefit of the person's heirs, executors, and administrators, as provided in NMSA 1978, § 53-11-4.1(G). Any indemnification of, or advance of expenses to, a director arising out of a proceeding by or in the right of the corporation shall be reported in writing to the shareholders with or before the notice of the next shareholders' meeting, as required by NMSA 1978, § 53-11-4.1(K).

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. Subject to any restriction in the Articles and to the limitations of NMSA 1978, § 53-11-44, the Board may authorize, and the corporation may make, distributions (including dividends) to its shareholders at such times and in such amounts as the Board determines.

Section 8.2 Limitations. No distribution may be made if it would render the corporation unable to pay its debts as they become due in the usual course of its business, or if the corporation's total assets would thereby be reduced below the sum of its total liabilities plus, unless the Articles provide otherwise, the amount that would be needed to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, all as provided in NMSA 1978, § 53-11-44. Directors who vote for or assent to an unlawful distribution may be jointly and severally liable as provided in NMSA 1978, § 53-11-46.

Section 8.3 Record Date for Distributions. The Board may fix a record date for the determination of shareholders entitled to receive a distribution in the manner provided in NMSA 1978, § 53-11-30 and Section 2.6 of these Bylaws.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to NMSA 1978, § 53-11-50, the corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board, and shall keep at its registered office or principal office a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. Records may be kept in written form or in any other form capable of being converted into written form within a reasonable time.

Section 9.2 Inspection Rights. Pursuant to NMSA 1978, § 53-11-50, any person who is a shareholder of record, upon written demand stating the purpose thereof, has the right to examine, in person or by agent or attorney, at any reasonable time and for any proper purpose, the corporation's relevant books and records of account, minutes, and record of shareholders, and to make extracts therefrom, subject to the conditions and limitations of that section, including the holding-period and share-ownership requirements stated therein.

Section 9.3 Financial Statements. Upon the written request of any shareholder, the corporation shall furnish to the shareholder its most recent financial statements, as provided in NMSA 1978, § 53-11-50.

Section 9.4 Corporate Reports. The corporation shall file with the New Mexico Secretary of State (or other officer designated by law) such reports as are required by applicable law and shall maintain copies thereof with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may from time to time determine. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.4 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Amendment. Pursuant to NMSA 1978, § 53-11-27, the initial bylaws of the corporation are adopted by its Board. The power to alter, amend, or repeal these Bylaws or to adopt new bylaws is vested in the Board unless reserved to the shareholders by the Articles. These Bylaws may contain any provision for the regulation and management of the affairs of the corporation not inconsistent with law or the Articles.

Section 11.2 Shareholder Action. Notwithstanding Section 11.1, the shareholders may alter, amend, or repeal these Bylaws to the extent provided in the Act and the Articles, and any bylaw adopted, amended, or repealed by the shareholders, where the shareholders expressly so provide, may not thereafter be altered, amended, or repealed by the Board.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Bylaws. The Board may adopt emergency bylaws, subject to repeal or change by action of the shareholders, that are operative during any emergency resulting from an attack on the United States, a nuclear or atomic disaster, a catastrophic event, an epidemic, or other circumstance that makes it impracticable for a quorum of the Board to be readily assembled. To the extent not inconsistent with any emergency bylaws so adopted, these Bylaws remain in effect during the emergency, and upon termination of the emergency the emergency bylaws cease to be operative.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a Board meeting need be given only to those directors whom it is practicable to reach and may be given by any practicable means. One or more officers of the corporation present at a Board meeting may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

Section 12.3 Lines of Succession; Relocation. The emergency bylaws may provide lines of succession for officers and directors in the event that any of them is unavailable to act, and may provide for the relocation of the principal office or the designation of alternative offices.

Section 12.4 Effect; Liability. Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on any director, officer, employee, or agent.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a New Mexico corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [its Board of Directors / its incorporator(s)] pursuant to NMSA 1978, §§ 53-11-27 and 53-12-2 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• New Mexico Business Corporation Act, NMSA 1978, § 53-11-1 et seq. (Chapter 53, Article 11)
• NMSA 1978, § 53-11-4.1 (indemnification of directors and officers; written affirmation and undertaking for advancement; insurance; reporting)
• NMSA 1978, §§ 53-11-11, 53-11-13 (registered office and registered agent; change)
• NMSA 1978, § 53-11-23 (shares represented by certificates and uncertificated shares); § 53-11-24 (fractional shares)
• NMSA 1978, § 53-11-27 (bylaws)
• NMSA 1978, § 53-11-28 (meetings of shareholders; annual and special; court-ordered meeting); § 53-11-29 (notice of shareholders' meetings); § 53-11-30 (closing of transfer books and fixing record date); § 53-11-31 (voting list); § 53-11-32 (quorum of shareholders); § 53-11-33 (voting of shares; proxies; cumulative voting); § 53-11-34 (voting trusts and agreements among shareholders)
• NMSA 1978, § 53-11-35 (board of directors); § 53-11-36 (number and election of directors); § 53-11-37 (classification of directors); § 53-11-38 (vacancies); § 53-11-40 (quorum of directors); § 53-11-40.1 (director conflict of interest); § 53-11-41 (executive and other committees); § 53-11-42 (place and notice of directors' meetings); § 53-11-43 (action by directors without a meeting)
• NMSA 1978, § 53-11-44 (distributions to shareholders); § 53-11-46 (liability of directors in certain cases)
• NMSA 1978, § 53-11-48 (officers); § 53-11-49 (removal of officers)
• NMSA 1978, § 53-11-50 (books and records; financial reports to shareholders; examination of records)
• NMSA 1978, § 53-12-2 (organization meeting); §§ 53-13-1 to 53-13-13 (amendment of articles)