1. A. The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation.
2. B. The initial bylaws and any subsequent bylaws whether by amendment, repeal or new adoption shall be executed by two authorized officers of the corporation. The bylaws in effect for the corporation shall be maintained at the corporation's principal office in New Mexico and shall be subject to inspection and copying by the public. If the most recently adopted bylaws are so maintained, they shall not be void, notwithstanding any requirements of prior law. The corporation may charge a reasonable fee for copying its bylaws, not to exceed one dollar ($1.00) per page.

History: 1953 Comp., § 51-14-54, enacted by Laws 1975, ch. 217, § 12; 1977, ch. 178, § 4; 2003, ch. 318, § 9.

ANNOTATIONS

The 2003 amendment, effective July 1, 2003, in Subsection B, substituted "two authorized officers of the corporation" for "the corporation's chief officer and by its secretary or assistant secretary and filed with the commission. Such bylaws shall be void until filed with the commission" following "be executed by", and added the last three sentences.

The bylaws of state political parties may not be inconsistent with prevailing law, and those that are inconsistent with law are generally unenforceable. — Political parties organized as nonprofit corporations, are governed by the Nonprofit Corporation Act (NCA), 53-8-1 to 53-8-99 NMSA 1978, which allows organizations to form for socially beneficial purposes, including political purposes, and further provides that through their board of directors, the nonprofits have the power to make and alter bylaws. The NCA makes it clear that a nonprofit corporation's bylaws may not be inconsistent with law or the nonprofit's articles of incorporation. A political party may also be registered as a political committee through the Campaign Reporting Act (CRA), 1-19-25 to 1-19-36 NMSA 1978, which requires organizations operating primarily for the purpose of influencing or attempting to influence an election, to register with the secretary of state as political committees, pay a filing fee, and file reports disclosing their activities and contributors, and although the CRA does not address the bylaws of a political committee, the principles of nonprofit corporations acting for political purposes control in the context of political committee bylaws. Therefore, the bylaws of a political party such as the republican party of New Mexico, which is registered as a domestic nonprofit corporation pursuant to the NCA, or the democratic party of New Mexico, which is registered as a political committee pursuant to the CRA, may not be inconsistent with prevailing law, and bylaws that are inconsistent with law are generally unenforceable. Moreover, an organization cannot become a "qualified political party" unless they comply with specific provisions of the Election Code, which is clear that political party organizations may not adopt rules that conflict with the state party's uniform rules, nor may they adopt rules that abridge the lawful rights of any person. 2024 Op. Att'y Gen. No. 24-09.

Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 310 to 332.

18 C.J.S. Corporations §§ 111 to 121.