Unless the subject matter or context requires otherwise, wherever used herein [Chapter 53, Article 4 NMSA 1978]: A. “association” means a group enterprise legally incorporated hereunder, and shall be deemed to be a nonprofit corporation; B. “member” means not only a member in a nonshare association but also a member in a share association; C. […]
Chapter 53, Article 4 NMSA 1978 may be cited as the “Cooperative Association Act”. History: Laws 2001, ch. 200, § 14. ANNOTATIONS Effective dates. — Laws 2001, ch. 200, § 101 made Laws 2001, ch. 200, § 14 effective July 1, 2001.
Regular meetings of members shall be held as prescribed in the by-laws [bylaws], but shall be held at least once a year. Special meetings may be demanded by a majority vote of the directors or by written petition of at least one-tenth of the members, in which case it shall be the duty of the […]
The secretary shall give notice of the time and place of meetings by sending a notice thereof to each member at his last-known address not less than the number of days in advance of the meeting specified in the by-laws [bylaws]. In case of a special meeting the notice shall specify the purpose for which […]
The articles or by-laws [bylaws] may provide for the holding of meetings by units of the membership and may provide for a method of transmitting the votes there cast to the central meeting, or for a method of representation by the election of delegates to the central meeting; or for a combination of both such […]
Each member of an association shall have one and only one vote, except that, where an association has, as members, other associations, or groups organized on a cooperative basis, the voting rights of such member associations or groups may be prescribed in the article or by-laws [bylaws]. No voting agreement or other device to evade […]
No member shall be permitted to vote by proxy. History: Laws 1939, ch. 164, § 14; 1941 Comp., § 54-1414; 1953 Comp., § 51-15-14. ANNOTATIONS Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Cooperative Associations § 32; 18B Am. Jur. 2d Corporations § 1478. 18 C.J.S. Corporations §§ 385 to 394.
The articles or by-laws [bylaws] may provide for either or both of the following types of voting by mail: A. that the secretary shall send to the members a copy of any proposed schedule to be offered at a meeting, together with the notice of said meeting, and that the mail votes cast by the […]
If an association has provided for voting by mail, any provision herein referring to votes cast by the members shall be construed to include the votes cast by mail. History: Laws 1939, ch. 164, § 16; 1941 Comp., § 54-1416; 1953 Comp., § 51-15-16.
If an association has provided for voting by delegates, any provision herein referring to votes cast by the members shall apply to votes cast by delegates; but this shall not permit delegates to vote by mail. History: Laws 1939, ch. 164, § 17; 1941 Comp., § 54-1417; 1953 Comp., § 51-15-17.
An association shall be managed by a board of not less than five directors, who shall be elected by and from the members of the association, and shall hold office until their successors are elected, or until removed. Vacancies in the board of directors, otherwise than by removal or expiration of term, shall be filled […]
A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director believes to be in or not opposed to the best interests of the association and with such care as an […]
No director of the association shall be personally liable to the association or its members for monetary damages for breach of fiduciary duty as a director unless: A. the director has breached or failed to perform the duties of the director’s office in compliance with Section 53-4-18.1 NMSA 1978; and B. the breach or failure […]
ANNOTATIONS Repeals. — Laws 1993, ch. 318, § 6 repealed 53-4-18.3 NMSA 1978, as enacted by Laws 1991, ch. 170, § 3, requiring any person elected or appointed to a board of directors to file an affidavit with the corporation stating that he consents to be a member of the board of directors, effective June […]
The officers of an association shall include a president, one or more vice presidents, a secretary and a treasurer or a secretary-treasurer. The officers shall be elected annually by the directors unless the by-laws [bylaws] otherwise provide. The president and at least one vice president must be directors, but no other officer need be a […]
Any five or more natural persons or two or more associations may incorporate hereunder. History: Laws 1939, ch. 164, § 2; 1941 Comp., § 54-1402; 1953 Comp., § 51-15-2. ANNOTATIONS Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Cooperative Associations § 1.
A director or officer may be removed with or without cause, by a vote of two-thirds of the members voting at a regular or special meeting. The director or officer involved shall have an opportunity to be heard at said meeting. A vacancy caused by any such removal shall be filled by the vote provided […]
The articles or by-laws [bylaws] may provide that within a specified period of time any action taken by the directors must be referred to the members for approval or disapproval if demanded by petition of at least ten percent (10%) of all the members or by vote of at least a majority of the directors. […]
An association may not sell, convey, lease, exchange, transfer or otherwise dispose of all or any substantial portion of its property unless such sale, conveyance, lease, exchange, transfer or other disposition is authorized at a duly held meeting of the members thereof by the affirmative vote of not less than two-thirds of all of the […]
Interest-dividends shall not exceed fifteen percent per year and shall be noncumulative. Total interest-dividends distributed for any single period shall not exceed fifty percent of the net savings for that period. History: Laws 1939, ch. 164, § 22; 1941 Comp., § 54-1422; 1953 Comp., § 51-15-22; Laws 1983, ch. 14, § 1. ANNOTATIONS The 1983 […]
