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: [__/__/____]

Scope gate: Use this form only for a domestic, for-profit New Mexico corporation governed by the Business Corporation Act. Before adoption, counsel must compare it with the filed Articles, every shareholder or voting agreement, and any benefit-corporation, professional-corporation, public-company, regulated-industry, financing, or tax-status requirements that apply to the corporation.

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. Certification / Secretary's Adoption Block
13. 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 at the time designated in or fixed in accordance with these Bylaws. The annual meeting shall be held on [____________________], or on another date and at a time fixed by the Board. If no annual meeting is held within a thirteen-month period, any shareholder may apply to the district court for an order directing that a meeting be held.

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 by Attendance. Under NMSA 1978, § 53-11-29, attendance in person or by proxy constitutes waiver of notice unless the shareholder attends for the express purpose of objecting to the transaction of business because the meeting was 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 at the registered office for the ten-day period before the meeting and made available there during usual business hours. It shall also be produced and kept open for shareholder inspection throughout 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. A voting trust under NMSA 1978, § 53-11-34 must be in writing, may not exceed ten (10) years, and requires the deposits and records specified in that section. A voting agreement that is not a voting trust is governed separately by Subsection B of that section. No such agreement is adopted by these Bylaws; each must be separately documented and reviewed.

Section 2.13 Action by Written Consent. Under NMSA 1978, § 53-18-8, an action required or permitted at a shareholder meeting may be taken without a meeting only if a written consent setting out the action is signed by all shareholders entitled to vote on the subject. The consent has the effect of a unanimous shareholder vote.

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. Directors shall be divided into two or three classes only if the Articles provide for classification in accordance with NMSA 1978, § 53-11-37. No classification is effective before the first annual shareholder meeting.

Section 3.5 Resignation Record. A director tendering a resignation shall deliver written notice to the Board, President, or Secretary and state the intended effective date. The Secretary shall preserve the notice and the corporation's resulting vacancy record in the minute book.

Section 3.6 Removal. Removal shall occur only at a shareholder meeting called expressly for that purpose and in accordance with NMSA 1978, § 53-11-39. Except for a classified Board or a class-elected director, a director or the entire Board may be removed with or without cause by holders of a majority of shares then entitled to vote in a director election. Unless the Articles provide otherwise, a director on a classified Board may be removed only for cause. Cumulative-voting and class-election protections in that section must be applied before the vote.

Section 3.7 Vacancies. Pursuant to NMSA 1978, § 53-11-38, a Board vacancy may be filled by the affirmative vote of a majority of the remaining directors even if they are fewer than a quorum. A director filling a predecessor's vacancy serves the predecessor's unexpired term. A directorship created by increasing the size of the Board may be filled by the Board only until the next election of directors by the shareholders.

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 by Attendance. Under NMSA 1978, § 53-11-42, attendance constitutes waiver of notice unless the director attends for the express purpose of objecting to the transaction of business because the meeting was 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. Unless the Articles provide otherwise, the Board may fix director compensation under NMSA 1978, § 53-11-35(A) and may approve reimbursement of documented expenses. Any separate officer, employee, or contractor compensation shall be authorized and recorded separately.

Section 3.16 Director Conflict of Interest. A conflict-of-interest transaction is not voidable by the corporation solely because of a director's interest if one of NMSA 1978, § 53-11-40.1(A)'s routes is satisfied: informed approval or ratification by the Board or a committee, informed approval or ratification by eligible shareholders, or fairness to the corporation. The interested-director, quorum, and share-counting rules in Subsections B through D must be documented in the minutes.

Section 3.17 Standard of Conduct. Consistent with NMSA 1978, § 53-11-35(B), a director shall perform the director's duties in good faith, in a manner the director believes to be in or not opposed to the corporation's best interests, and with the care an ordinarily prudent person would use under similar circumstances in a like position. Reliance on officers, employees, experts, or a qualifying committee must satisfy the conditions in that subsection.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to NMSA 1978, § 53-11-41, 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. The creating resolution shall name the members and state the delegated authority.

Section 4.2 Authority of Committees. A committee may exercise only the authority stated in its creating resolution, the Articles, or these Bylaws. Under NMSA 1978, § 53-11-41, no committee may declare dividends or authorize distributions; approve or recommend shareholder-required action; designate director candidates or fill Board or committee vacancies; amend the Bylaws; approve a merger not requiring shareholder approval; approve reacquisition of shares except under a Board-specified formula or method; or authorize share issuance or sale except within the limited Board-approved framework stated in that section.

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. The corporation adopts the offices of President, Secretary, and Treasurer and may add a Chair, one or more Vice Presidents, assistant officers, or other offices by Board resolution. This roster is the corporation's bylaw choice; NMSA 1978, § 53-11-48 requires officer titles and duties to be stated in the Bylaws or a consistent Board resolution, requires enough officers to sign instruments and stock certificates required by the Act, and requires one officer to record shareholder and director proceedings. The Board shall state in its election resolution whether one person may hold more than one office and shall preserve every signature or approval separation required for the transaction at issue.

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 Record. Before issuing shares, the Board resolution shall identify the class and series, number, recipient, consideration, payment status, certificate or uncertificated form, transfer restrictions, and supporting Articles provision. Counsel shall confirm the issuance authority and any securities, tax, financing, or shareholder-approval requirements.

Section 6.2 Certificated and Uncertificated Shares. Pursuant to NMSA 1978, § 53-11-23, shares may be certificated or, if the Board so resolves and the Articles or Bylaws do not provide otherwise, uncertificated. A certificate must be signed by a chair or vice chair of the Board, President, or Vice President and by a Treasurer, Assistant Treasurer, Secretary, or Assistant Secretary. It must state that the corporation is organized under New Mexico law, the registered owner's name, and the number and class and any series designation of the shares. Within a reasonable time after issuing or transferring uncertificated shares, the corporation shall send the registered owner the information required by Subsection E.

Section 6.3 Transfer Record. The Secretary shall not register a transfer until the corporation has verified the transfer request, signer authority, applicable endorsement or transfer instruction, certificate surrender or replacement process, governing restrictions, and resulting stock-ledger entry.

Section 6.4 Transfer Restrictions. No transfer restriction shall be applied unless it is contained in an identified governing instrument and counsel has confirmed the restriction's authorization, required approval, notice or notation, and effect. The Secretary shall maintain the controlling instrument with the stock ledger.

Section 6.5 Lost, Destroyed, or Stolen Certificates. A replacement shall issue only after the claimant supplies the loss evidence, affidavit, indemnity or bond, transfer-agent materials, and other protections required by the Board after counsel review. The Secretary shall cancel or flag the prior certificate number and preserve the replacement record.

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. If the corporation prepares a balance sheet or income statement for a taxable year for any purpose, it shall provide shareholders access to at least that year-end balance sheet and income statement, subject to the consolidated-statement and supporting-data limits in NMSA 1978, § 53-11-50(D).

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 Board may adopt a corporate seal for administrative use. No officer shall treat a seal as a substitute for verifying authority, approval, signatures, acknowledgment, or any transaction-specific formality.

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.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a New Mexico corporation, certifies that the foregoing Bylaws were adopted by its Board of Directors pursuant to NMSA 1978, §§ 53-11-27 and 53-12-5 on [__/__/____], and have not been amended or repealed except as reflected in the corporation's minute book.

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, § 53-12-5 (organization meeting of directors); § 53-18-8 (unanimous shareholder action without a meeting)
• Official current compilation: New Mexico Compilation Commission, Chapter 53 — Corporations