New Mexico Action by Unanimous Consent of Shareholders in Lieu of Meeting - Amending Bylaws

• Category: Consents and Permissions - Shareholders
• State: Multi-State
• Control #: US-1061BG
• Format: Word; Rich Text

Description

A Shareholders' Consent to Action without Meeting, or a consent resolution, is a written statement that describes and validates a course of action taken by the shareholders of a particular corporation without a meeting having to take place between the shareholders. The Revised Model Business Corporation Act provides that acts to be taken at a shareholders' meeting or a director's meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

New Mexico Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws In New Mexico, companies have the option to take action by unanimous consent of shareholders in lieu of a formal meeting to amend their bylaws. This process allows for efficient decision-making and streamlines the shareholder approval process. By utilizing this method, companies can quickly modify their bylaws without the need for a physical meeting. The New Mexico State Statutes, specifically Article 4 of the Business Corporations Act, provide specific guidelines on the requirements and procedures for taking action by unanimous consent. To initiate this process, all shareholders must unanimously agree on the proposed amendment to the bylaws. This consent can be obtained in writing or by electronic communication, as long as it is duly recorded and maintained as part of the corporate records. It is important to note that not all amendments can be made by unanimous consent. Some changes, such as those regarding the corporation's capital structure or dissolution, may require a formal meeting and vote. However, many amendments related to internal governance, director duties, voting and quorum requirements, and shareholders' rights can be made through this streamlined action. Some common types of New Mexico Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws include: 1. Amendments to Voting Rights: Shareholders can modify the voting requirements, such as changing the majority required for certain decisions or implementing cumulative voting. 2. Director Appointment or Removal: Shareholders can agree to amend the bylaws to modify the procedures for appointing or removing directors, including changing the qualifications or tenure of directors. 3. Shareholder Rights: Amendments can be made to alter the rights of shareholders, such as restrictions on stock transfers, preemptive rights, or changing the requirements for calling special meetings. 4. Quorum Requirements: Shareholders can agree to amend the bylaws to modify the quorum requirements for meetings, making it easier or more difficult to reach a quorum. 5. Corporate Governance Procedures: Amendments can be made to enhance corporate governance procedures, such as modifying the procedures for shareholder communication, inspection of corporate records, or providing indemnification to directors and officers. By utilizing the New Mexico Action by Unanimous Consent of Shareholders in Lieu of Meeting — Amending Bylaws, companies can expedite the process of amending their bylaws while staying compliant with the state statutes. This method ensures efficient decision-making and allows corporations to adapt their internal governance to meet their evolving needs.