2020 New Mexico Statutes
Chapter 53 - Corporations
Article 11 - Business Corporations; Substantive Provisions
Section 53-11-28 - Meetings of shareholders.

A. Meetings of shareholders may be held at any place within or without this state in accordance with the bylaws. If no other place is designated in, or fixed in accordance with, the bylaws, meetings shall be held at the principal place of business of the corporation.

B. An annual meeting of the shareholders shall be held at the time designated in or fixed in accordance with the bylaws. If the annual meeting is not held within any thirteen-month period, the district court may, on the application of any shareholder, order a meeting to be held.

C. Special meetings of the shareholders may be called by the board of directors, the holders of not less than one-tenth of all the shares entitled to vote at the meeting or such other persons as may be authorized in the articles of incorporation or the bylaws.

History: 1953 Comp., § 51-24-27, enacted by Laws 1967, ch. 81, § 27; 1975, ch. 64, § 13; 2001, ch. 200, § 47.

Special shareholder meeting was effective to remove board member. — Where majority shareholder of debtor corporation, who was also a director and president of the corporation, called a special shareholder's meeting for the express purpose of voting on the election of new officers and the removal of current officers or directors, and where at the shareholders' meeting the only other director of the corporation was removed as a director, officer and employee of the corporation, the special meeting of the shareholders was effective to remove the director of the corporation despite the corporation's bylaws not allowing a reduction in the number of directors to have the effect of shortening the term of an incumbent director, because this section authorizes a shareholder with at least 10% voting interest to call a special shareholder's meeting, and in this case the removal of the director merely created a vacancy, it did not decrease the number of directorships which would have resulted in the shortening of the term of an incumbent director. In re Sandia Tobacco Mfrs., Inc., 571 B.R. 449 (2017).

Compiler's notes. — This section is derived from Section 28 of the ABA Model Business Corporation Act.

The 2001 amendment, effective July 1, 2001, substituted "principal place of business" for "registered office" in Subsection A.

Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).

Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 948 to 962; 18B Am. Jur. 2d Corporations §§ 1365 to 1367, 1436.

Time for regular meeting of stockholders, power of directors to change, 2 A.L.R. 558, 8 A.L.R. 678.

Informality of meeting of stockholders as affecting action taken thereat, 51 A.L.R. 941.

Admissibility of oral evidence as to proceedings at meetings of stockholders or directors, 66 A.L.R. 1328, 48 A.L.R.2d 1259.

Remedies to restrain or compel holding of stockholders' meetings, 48 A.L.R.2d 615.

18 C.J.S. Corporations §§ 362 to 396.