2019 New Mexico Statutes
Chapter 53 - Corporations
Article 8 - Nonprofit Corporations
Section 53-8-39 - Restated articles of incorporation.
A. A domestic corporation may at any time restate its articles of incorporation as amended.
B. Upon approval by a majority of the directors in office, restated articles of incorporation shall be executed in duplicate by the corporation by two authorized officers of the corporation and shall set forth:
(1) the name of the corporation;
(2) the period of its duration;
(3) the purpose or purposes that the corporation is authorized to pursue; and
(4) any other provisions, not inconsistent with law, that are then set forth in the articles of incorporation as amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors or its incorporators.
C. The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as amended, that they have been duly approved as required by law and that they supersede the original articles of incorporation and all amendments thereto.
D. 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 restated articles of incorporation shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the restated articles conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act:
(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 [secretary of state]; and
(3) issue a restated certificate of incorporation to which shall be affixed the copy.
E. The restated certificate of incorporation, together with the copy of the restated articles of incorporation affixed thereto by the commission [secretary of state], shall be returned to the corporation or its representative.
F. Upon the issuance of the restated certificate of incorporation by the commission [secretary of state], the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto.
History: 1953 Comp., § 51-14-81, enacted by Laws 1975, ch. 217, § 39; 2003, ch. 318, § 15.
ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law.
Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978.
The 2003 amendment, effective July 1, 2003, substituted "two authorized officers of the corporation" for "its president or vice president and by its secretary or assistant secretary" following "the corporation by" in Subsection B; substituted "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" for "Duplicate originals" at the beginning of Subsection D; substituted "the original and copy" for "each of the duplicate originals" in Paragraph D(1); substituted "the original" for "one of the duplicate originals" in Paragraph D(2); substituted "copy" for "other duplicate original" in Paragraph D(3) and Subsection E; and deleted "corporation" preceding "commission" throughout the section.
