New Mexico Corporate Bylaws

New Mexico corporate bylaws define a board of directors’ powers, status, qualifications, and terms. In fact, the bylaws cover all rules, regulations, and procedures that a corporation operates by so much so that corporations often develop special emergency bylaws for use in statewide emergencies (i.e. fires, attack).

Last updated December 6th, 2024

New Mexico corporate bylaws define a board of directors’ powers, status, qualifications, and terms. In fact, the bylaws cover all rules, regulations, and procedures that a corporation operates by so much so that corporations often develop special emergency bylaws for use in statewide emergencies (i.e. fires, attack).

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Are they required in New Mexico?

Yes, corporations in New Mexico place their bylaws in effect in order to comply with state law.[1]

New Mexico Corporate Laws

  • Corporate Tax: A tax on a corporation’s income is imposed and specifically based on its income.[2]
    • $0.00 – $500,000 – 4.8%
    • $500,000 and over – 5.9% Plus $24,000
  • Board: An entity’s corporate powers are exhibited “under the direction” of its board of directors since the board acts on behalf of the corporation and shareholders.[3]
    • Number – Corporations in New Mexico have at least one director on the board by the first annual meeting, but bylaws can adjust this minimum from “time to time by amendment.”[4]
    • Qualifications – Directors are not required to be shareholders or state residents; however, bylaws may call for these attributes and “prescribe other qualifications.”[5]
    • Terms – Initial directors hold their status “until their successors have been elected” during the first annual meeting.[6]
    • Staggered Terms – Generally, directors are elected at the annual meeting; however, directors can be split into classes to avoid a full board election.[7]
    • Fiduciary Duty – Once elected, directors must use their expertise and skills toward “the best interests of the corporation.”[8]
  • Officers: The bylaws can set the board procedures for naming officers, but at least one officer must be charged with authenticating corporate records and “to record the proceedings” of director and shareholder meetings.[9]
  • Meetings: The board holds regular meetings “with or without notice” unless the bylaws mandate otherwise; however, notice of special meetings must be given according to the bylaws.[10]
  • Quorum: The “majority of the directors present” during a meeting consisting of a quorum becomes the board’s act so long as this does not contradict the articles or the bylaws.[11]
  • Emergency Bylaws: The board of directors can “adopt new bylaws” to manage the corporation, such as developing emergency bylaws to continue operations even during a disastrous or catastrophic emergency that halts a corporation’s normal operation.[12]

Sources

  1. NM Stat § 53-11-27 (2023)
  2. NM Stat § 7-2A-5 (2023)
  3. NM Stat § 53-11-35 (2023)
  4. NM Stat § 53-11-36 (2023)
  5. NM Stat § 53-11-35 (2023)
  6. NM Stat § 53-11-36 (2023)
  7. NM Stat § 53-11-37 (2023)
  8. NM Stat § 53-11-35 (2023)
  9. NM Stat § 53-11-48 (2023)
  10. NM Stat § 53-11-42 (2023)
  11. NM Stat § 53-11-40 (2023)
  12. NM Stat § 53-11-27 (2023)