2006 New Mexico Statutes - Section 53-8-43 — Articles of merger or consolidation.

53-8-43. Articles of merger or consolidation.

A.     Upon approval, articles of merger or articles of consolidation shall be executed by each corporation by two authorized officers of the corporation, and shall set forth:   

(1)     the plan of merger or the plan of consolidation;   

(2)     if the members of any merging or consolidating corporation are entitled to vote thereon, then as to each corporation:   

(a)     a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting and that the plan received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or   

(b)     a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and   

(3)     if any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each corporation a statement of that fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that the plan received the vote of a majority of the directors in office.   

B.     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 merger or articles of consolidation shall be delivered to the commission. If the commission finds that the articles conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act [Chapter 53, Article 8 NMSA 1978]:   

(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; and   

(3)     issue a certificate of merger or a certificate of consolidation to which shall be affixed the copy.   

C.     The certificate of merger or certificate of consolidation, together with the copy of the articles of merger or articles of consolidation affixed thereto by the commission, shall be returned to the surviving or new corporation or its representative.