The articles of amendment shall be executed by the corporation by an authorized officer and shall set forth:
A. the name of the corporation;
B. the amendment adopted;
C. the date of the adoption of the amendment by the shareholders or by the board of directors where no shares have been issued;
D. the number of shares outstanding and the number of shares entitled to vote on the amendment and, if the shares of any class are entitled to vote on it as a class, the designation and number of outstanding shares entitled to vote of each class;
E. the number of shares voted for and against the amendment, respectively, and, if the shares of any class are entitled to vote on the amendment as a class, the number of shares of each class voted for and against the amendment, respectively, or if no shares have been issued, a statement to that effect; and
F. if the amendment provides for an exchange, reclassification or cancellation of issued shares and if the manner in which the action shall be effected is not set forth in the amendment, then a statement of the manner in which it shall be effected.
History: 1953 Comp., § 51-26-4, enacted by Laws 1967, ch. 81, § 58; 1975, ch. 64, § 31; 1983, ch. 304, § 48; 2001, ch. 200, § 53.
Compiler's notes. — This section is derived from Section 61 of the ABA Model Business Corporation Act.
The 2001 amendment, effective July 1, 2001, in the preliminary language, deleted the provision that the articles of amendment be executed in duplicate, and substituted "an authorized officer" for "its chairman of the board, president or vice president and by its secretary or assistant secretary and verified by one of the officers signing the articles" and substituted "in which the action shall be" for "in which they shall be" in Subsection F.
The 1983 amendment, effective June 17, 1983, inserted "chairman of the board," near the middle of the introductory language and deleted former Subsection G, which read "if the amendment effects a change in the amount of stated capital, then a statement of the manner in which it is effected and a statement, expressed in dollars, of the amount of stated capital as changed by the amendment" and made other minor changes.
Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
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