SENATE BILL 72
57th legislature - STATE OF NEW MEXICO - first session, 2025
INTRODUCED BY
Peter Wirth and Christine Chandler
AN ACT
RELATING TO NONPROFIT CORPORATIONS; ALLOWING NONPROFIT CONDOMINIUM ASSOCIATIONS TO TRANSACT BUSINESS REMOTELY.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF NEW MEXICO:
SECTION 1. Section 47-7C-8 NMSA 1978 (being Laws 1982, Chapter 27, Section 41) is amended to read:
"47-7C-8. MEETINGS.--A meeting of the association shall be held at least once each year. Special meetings of the association may be called by the president, a majority of the executive board or [by] unit owners having twenty percent, or any lower percentage specified in the bylaws, of the votes in the association. Not less than ten days nor more than sixty days in advance of any meeting, the secretary or other officer specified in the bylaws shall cause notice to be hand-delivered or sent prepaid by United States mail to the mailing address of each unit or to any other mailing address designated in writing by the unit owner. A notice may be sent by electronic mail or an equivalent electronic transmission; provided that the recipient has agreed to electronic notice in advance. The notice of any meeting shall state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the declaration or bylaws, any budget changes and any proposal to remove a director or officer."
SECTION 2. Section 47-7C-9 NMSA 1978 (being Laws 1982, Chapter 27, Section 42) is amended to read:
"47-7C-9. QUORUMS.--
A. Unless the bylaws provide otherwise, a quorum is present throughout any meeting of the association if persons entitled to cast twenty percent of the votes [which] that may be cast for election of the executive board are present in person, [or] by proxy or via simultaneous, remote electronic means at the beginning of the meeting.
B. Unless the bylaws specify a larger percentage, a quorum is deemed present throughout any meeting of the executive board if persons entitled to cast fifty percent of the votes on that board are present at the beginning of the meeting."
SECTION 3. Section 53-8-15 NMSA 1978 (being Laws 1975, Chapter 217, Section 15) is amended to read:
"53-8-15. VOTING.--
A. The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
B. A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by [his] the member's duly authorized attorney-in-fact or via simultaneous, remote electronic means. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail.
C. The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate [his] the member's vote and to give one candidate a number of votes equal to [his] the member's vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of candidates.
D. If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power."
SECTION 4. Section 53-8-16 NMSA 1978 (being Laws 1975, Chapter 217, Section 16) is amended to read:
"53-8-16. QUORUM.--The bylaws may provide the number or percentage of members entitled to vote represented in person, [or] by proxy or via simultaneous, remote electronic means or the number or percentage of votes represented in person, [or] by proxy [which] or via simultaneous, remote electronic means that shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon represented in person, [or] by proxy or via simultaneous, remote electronic means shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present, [or] represented by proxy or via simultaneous, remote electronic means at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by the Nonprofit Corporation Act, the articles of incorporation or the bylaws."
SECTION 5. Section 53-8-22 NMSA 1978 (being Laws 1975, Chapter 217, Section 22, as amended) is amended to read:
"53-8-22. DIRECTORS' MEETINGS.--Meetings of the board of directors, regular or special, may be held either within or without New Mexico and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting unless required by the bylaws. Except as otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time or via simultaneous, remote electronic means and participation by such means shall constitute presence in person at a meeting."
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