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Free New Mexico Corporate Bylaws Template

Corporate bylaws are the internal rules your New Mexico corporation runs on, governed by a provision that has stood since 1967. Answer a few simple questions and Document Genius builds a customizable set in minutes.

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What Are Corporate Bylaws in New Mexico?

Corporate bylaws are the internal rules a New Mexico corporation adopts to govern itself. Section 53-11-27 of the New Mexico Statutes covers them in three sentences.

Age shapes what those sentences say. New Mexico corporate bylaws answer to a provision enacted in 1967 and derived, as the code’s own compiler note records, from section 27 of the older ABA Model Business Corporation Act.

New Mexico Requirements for Corporate Bylaws

Three sentences, and each does a distinct job.

The Board Adopts the Initial Set

A corporation’s board of directors adopts the initial bylaws. Incorporators and shareholders go unmentioned, which narrows the starting point compared with most states.

The Board Keeps the Power

The power to alter, amend, or repeal the bylaws, or to adopt new ones, is vested in the board of directors, unless it is reserved to the shareholders by the articles of incorporation.

The Articles Are the Only Lever

That reservation has to live in the articles of incorporation. A bylaw purporting to hand shareholders control therefore does not achieve it on its own.

What They May Contain

The closing sentence permits any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

What a 1967 Statute Leaves Out

Quite a lot, and knowing that is useful. Section 53-11-27 carries a single history note recording its enactment in 1967, with no later amendment to the bylaws provision.

Newer state acts have added things this one never had. Proxy access, proxy expense reimbursement, forum selection, and limits on fee-shifting all arrived in other states decades after New Mexico’s text was fixed.

None of that makes the section inadequate for an ordinary corporation. It does mean a template written for a modern Model Act state may contain provisions with no New Mexico counterpart, and those need checking rather than copying.

If shareholders are meant to have a say over the bylaws, settle it in the articles of incorporation at formation. Section 53-11-27 recognises no other route, so adding the protection later means amending a document filed with the state.

How to Adopt Corporate Bylaws in New Mexico

Adopting New Mexico corporate bylaws is a board action, with nothing sent to the state.

  1. File your articles of incorporation, deciding whether to reserve bylaw power to shareholders.
  2. Seat the board, since the statute names directors as the adopting body.
  3. Draft the bylaws, dealing with meetings, quorum, directors, officers, and shares.
  4. Check any inherited provisions against the section, since it is narrower than newer state acts.
  5. Adopt by board resolution and record the vote and its date.
  6. Keep the signed copy with your corporate records and refresh it after each amendment.