February 26, 2001

Mr. President:

Your JUDICIARY COMMITTEE, to whom has been referred

has had it under consideration and reports same with recommendation that it DO PASS, amended as follows:

1. On page 16, line 4, after "order" insert "or".

2. On page 106, between lines 12 and 13, insert the following new section:

"Section 74. Section 53-18-6.1 NMSA 1978 (being Laws 1983, Chapter 304, Section 72) is amended to read:

"53-18-6.1. VOTING REQUIREMENTS--EXISTING CORPORATIONS.--

A. The provisions of [these] the 1983 amendments to the Business Corporation Act lowering voting requirements from a two-thirds majority to a simple majority shall not apply to [any] a corporation that was in existence on [the effective date of this section] June 17, 1983, until the corporation, by amendment to its articles of incorporation, chooses to become subject to those provisions, except as provided in Subsection B of this section.

B. Corporations in existence on June 17, 1983 that, as of July 1, 2001, are listed on a national securities exchange, or whose shares are publicly traded on an over-the-counter basis and have more than four hundred fifty shareholders of record, shall be subject to the lower voting requirements established by the 1983 amendments to the Business Corporation Act upon adoption of a bylaws provision by the board of directors making the corporation subject to the lower voting requirements. The bylaws provision adopted pursuant to this subsection may be rescinded only by submission to the shareholders of a proposal to amend the articles of incorporation to establish a greater voting requirement in accordance with the provisions of Section 53-18-6 NMSA 1978, which proposal may be made by any shareholder of record."".

3. Renumber the succeeding sections accordingly.

Respectfully submitted,

__________________________________

Michael S. Sanchez, Chairman

Adopted_______________________ Not Adopted_______________________

(Chief Clerk) (Chief Clerk)

Date ________________________

The roll call vote was 7 For 2 Against

Yes: 7

No: Feldman, Sanchez, M.

Excused: Lopez

Absent: None

S0331JU1 .136782.1