New Mexico Approval of Indemnification Agreements with Article Amendment and Amendment to Bylaws: A Comprehensive Guide Introduction: In the business world, ensuring that corporate directors, officers, and other personnel are protected from legal liabilities is of paramount importance. To this end, New Mexico law allows for the approval of indemnification agreements, as well as the amendment of articles and bylaws related to indemnification. This article provides a detailed understanding of the New Mexico approval process, its significance, and the different types of indemnification agreements and amendments. I. Indemnification Agreements: 1. Mandatory Indemnification Agreements: Under New Mexico law, corporations are required to provide indemnification to their directors, officers, employees, and agents who have successfully defended lawsuits or proceedings related to their corporate roles. The agreements should provide for the indemnification of expenses, judgments, fines, and settlement amounts. 2. Permissive Indemnification Agreements: Corporations in New Mexico also have the option to offer indemnification even when it is not mandatory. These agreements can go beyond the essential requirements of the law and offer broader coverage to individuals involved in corporate affairs. II. Approval Process: 1. Board Approval: Any indemnification agreement must receive prior approval from the corporation's board of directors. The board should review the terms, conditions, and scope of the agreement to ensure its compliance with New Mexico state law, the corporation's articles of incorporation, and bylaws. 2. Shareholder Approval: In certain circumstances, shareholder approval may be necessary to finalize the indemnification agreement. This typically applies when the agreement expands the indemnification rights beyond those provided for by state law. 3. Document Filing: Once approved, the indemnification agreement should be formally documented and filed with the corporation's records to ensure proper transparency and compliance. III. Article Amendments: 1. Purpose of Amendments: Articles of incorporation lay the foundation of a corporation's existence and governance. Amendments to these articles may be necessary to include provisions related to indemnification and the rights of indemnified individuals. 2. Board and Shareholder Approval: Similar to indemnification agreements, any amendments to the articles of incorporation require approval from both the board of directors and, if necessary, the shareholders. 3. Legal Compliance: Amendments must comply with New Mexico state law and any additional requirements set forth in the corporation's existing articles of incorporation or bylaws. IV. Bylaws Amendments: 1. Bylaws Importance: Bylaws serve as the internal guidelines for a corporation's day-to-day operations and governance. Amendments to these bylaws are often needed to establish the procedures and processes for indemnification and related matters. 2. Board Approval: Bylaws can typically be amended solely by the corporation's board of directors, requiring their careful review and approval. However, if specified in the existing bylaws, shareholder approval may also be necessary. 3. Compliance and Record Keeping: Any amendments made to the bylaws must comply with New Mexico law and be properly filed and maintained in the corporation's records. Conclusion: Understanding the intricacies of New Mexico's approval process for indemnification agreements, article amendments, and bylaw amendments is crucial for corporations seeking to ensure legal protection for their directors, officers, and other personnel. By complying with the relevant laws and following the necessary approval procedures, corporations can provide a well-defined framework for indemnification, mitigating potential risks and promoting good corporate governance practices.
New Mexico Approval of Indemnification Agreements with article amendment and amendment to bylaws
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§ 56?7?2(A) (?An agreement, covenant or promise, foreign or domestic, contained in ? an agreement pertaining to a well for oil, gas or water, or mine for a mineral, within New Mexico, that purports to indemnify the indemnitee against loss or liability for damages arising from the circumstances specified ? is against ...
Indemnification in the context of nonprofit bylaws generally refers to how the nonprofit will protect its directors and other agents in the event they are sued for acting in their capacity as agents of the nonprofit.
A provision in a construction contract that requires one party to the contract to indemnify, hold harmless, insure or defend the other party to the contract, including the other party's employees or agents, against liability, claims, damages, losses or expenses, including attorney fees, arising out of bodily injury to ...
(1) An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.
Indemnity between primary and secondary wrongdoers. ? New Mexico recognizes a common-law right of indemnity in favor of a tortfeasor who has been guilty of only passive or secondary negligence against another who has been guilty of active or primary negligence.