New Mexico · Article NP
New Mexico Nonprofit Corporation Act (NMSA Chapter 53 Article 8) — Plain-English Summary
Every section of this body of law translated into plain English for New Mexico board members and homeowners.
General provisions
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§53-8-1
Names Chapter 53 Article 8 the Nonprofit Corporation Act. An incorporated New Mexico HOA or condo association that is a nonprofit lives here for corporate me…
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§53-8-2
Defines nonprofit corporation (no part of income or profit distributable to members, directors, or officers), member, board of directors, articles, bylaws, a…
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§53-8-3
This Act applies to corporations organized under it and to nonprofit corporations organized under repealed prior acts for a purpose this Act still allows. Fo…
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§53-8-4
A nonprofit may be organized for any lawful purpose, including charitable, educational, civic, social, and the other listed purposes. An association's purpos…
Members and meetings
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§53-8-11
A corporation may have one or more classes of members, or none. If it has members, the classing, election or appointment, qualifications, and rights go in th…
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§53-8-12
The board adopts the initial bylaws. Power to alter, amend, or repeal them stays with the board unless the articles or bylaws say otherwise. Bylaws may conta…
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§53-8-13
Member meetings are held where the bylaws provide; default is the registered office in New Mexico. Hold an annual meeting at the time the bylaws provide. If …
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§53-8-14
Unless the articles or bylaws provide otherwise, written notice stating place, day, and hour — and for a special meeting, the purpose — is delivered not less…
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§53-8-15
Articles or bylaws may limit, enlarge, or deny voting rights. Unless they do, each member has one vote. A member may vote in person or, unless the documents …
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§53-8-16
The bylaws may set the member quorum. If they are silent, members holding one-tenth of the votes entitled to be cast on the matter, present in person, by pro…
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§53-8-97
Any action this Act requires or permits at a meeting of members or directors may be taken without a meeting if a written consent setting forth the action is …
Directors and officers
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§53-8-17
The affairs of a corporation are managed by a board of directors. Directors need not be New Mexico residents or members unless the articles or bylaws so requ…
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§53-8-18
At least three directors. Number is fixed in or determined under the articles or bylaws. Decreasing the number does not shorten an incumbent's term. Default …
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§53-8-19
A vacancy, including one from an increase in the number of directors, may be filled by a majority of the remaining directors even if they are less than a quo…
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§53-8-20
A majority of the number of directors fixed by the bylaws (or stated in the articles) is a quorum unless the documents provide otherwise, but a quorum may no…
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§53-8-21
If the articles or bylaws so provide, the board by a majority of directors in office may designate committees of two or more directors. A committee may exerc…
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§53-8-22
Regular or special board meetings may be held in or out of New Mexico on such notice as the bylaws prescribe. Attendance waives notice unless the director at…
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§53-8-23
Every nonprofit has officers with titles and duties stated in the bylaws or in a board resolution consistent with the bylaws, enough to sign instruments this…
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§53-8-24
Any officer may be removed by the persons authorized to elect or appoint that officer whenever, in their judgment, the best interest of the corporation will …
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§53-8-25
Directors, officers, employees, and members are not personally liable for the corporation's obligations. Assessment liability, if it exists, comes from the r…
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§53-8-25.1
A director shall perform duties in good faith, in a manner the director believes to be in or not opposed to the best interests of the corporation, and with t…
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§53-8-25.2
No director is personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director unless the director breach…
Records
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§53-8-27
Keep correct and complete books and records of account and minutes of member, board, and board-authority committee proceedings. Keep at the registered or pri…
Frequently asked about Article NP
- What is New Mexico Article NP?
- New Mexico Article NP — the New Mexico Nonprofit Corporation Act (NMSA Chapter 53 Article 8) — is the body of law that governs how every New Mexico nonprofit corporation is structured, operated, and held accountable. It covers governance, voting, records, assessments, fining, and most of the day-to-day legal questions a board will face.
- How many sections are in Article NP?
- Article NP contains 23 sections in this reference. Each is summarized in plain English on its own page, with links to the official text at nmonesource.com.
- Is the summary on this site legal advice?
- No. These pages are plain-English summaries prepared by SoShiny for board members and managers. For binding legal advice or interpretation of how a section applies to your specific situation, consult a New Mexico-licensed attorney.
- How often does New Mexico Article NP change?
- The New Mexico Legislature can amend any chapter in any session. We update these summaries when we re-import the official text — see the 'Last updated' date on each section page.
- Does SoShiny enforce Article NP for me?
- No software 'enforces' a statute — but SoShiny is built around it. Voting, meeting minutes, records access, fining workflow, and audit trails are designed to meet this body of law's requirements out of the box, so the board can demonstrate good-faith compliance if challenged.
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