The holders of the outstanding shares of a class may vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would:

A. effect an exchange, reclassification or cancellation of all or part of the shares or the class;

B. effect an exchange or create a right of exchange of all or any part of the shares of another class into the shares of the class;

C. change the designations, preferences, limitations or relative rights of the shares of the class;

D. change the shares of the class into the same or a different number of shares of the same class or another class;

E. create a new class of shares having rights and preferences prior and superior to the shares of the class or increase the rights and preferences or the number of authorized shares of any class having rights and preferences prior or superior to the shares of the class;

F. in the case of a preferred or special class of shares, divide the shares of the class into series and fix and determine the designation of the series and the variations in the relative rights and preferences between the shares of the series or authorize the board of directors to do so;

G. limit or deny the existing preemptive rights of the shares of the class; or

H. cancel or otherwise affect dividends on the shares of the class which have accrued but have not been declared.

History: 1953 Comp., § 51-26-3, enacted by Laws 1967, ch. 81, § 57; 1975, ch. 64, § 30; 1983, ch. 304, § 47; 2001, ch. 200, § 52.

Compiler's notes. — This section is derived from Section 60 of the ABA Model Business Corporation Act.

The 2001 amendment, effective July 1, 2001, deleted former Subsection A, which read "increase or decrease the aggregate number of authorized shares of the class", and renumbered the remaining Subsections accordingly.

The 1983 amendment, effective June 17, 1983, redesignated former Subsections C to J as present Subsections B to I, respectively, deleted former Subsection B, which read "increase or decrease the par value of the shares of the class" deleted "whether with or without par value," preceding "into" and deleted "either with or without par value" preceding "of the same" in Subsection E, and deleted "or classes" at the end of Subsection E.

Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).