Requirements For Amending The Articles Of Incorporation Of A Nonprofit Corporation (53-8-35 To 53-8-38 Nmsa 1978)

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DOMESTIC NONPROFIT AMENDMENT
DOMESTIC NONPROFIT AMENDMENT
PUBLIC REGULATION COMMISSION
CORPORATIONS BUREAU
CHARTERED DOCUMENTS DIVISION
P.O. BOX 1269
SANTA FE, NEW MEXICO 87504-1269
(505) 827-4511
REQUIREMENTS FOR AMENDING THE ARTICLES OF INCORPORATION
OF A NONPROFIT CORPORATION (53-8-35 TO 53-8-38 NMSA 1978)
FILING FEES: Articles of Amendment to the Articles of Incorporation, $20 (submit a signed original
of the articles, together with a duplicate copy which may be either signed or photocopied; the duplicate
copy and a Certificate of Amendment will be returned for the corporation’s records). The following fees
apply only if you want an additional copy or copies to be certified: $10 per certified copy; if you do not
provide the extra copy, a reproduction fee of $1 per page, minimum $5 is charged in addition to the $10
certification fee. Payment of fees must be made by check or money order, made payable to the New
Mexico Public Regulation Commission, or NMPRC. The PRC does not accept cash payment for any fees.
PURPOSE OF FILING: A corporation must amend its Articles of Incorporation to change its corporate
name; change its period of duration; change, enlarge or diminish its corporate purpose; and other respects
as may be desired, so long as the Articles of Incorporation as amended contain only provisions that may
be lawfully contained in Articles of Incorporation at the time of making the amendment. It is not
necessary to file Articles of Amendment for the purpose of changing the registered office address or
registered agent, or to change the names and addresses of the officers of the corporation. A supplemental
report, with a filing fee of $10, must be filed with the commission to record these changes.
PROCEDURE TO AMEND ARTICLES OF INCORPORATION: If there are members entitled to
vote on an amendment, the board of directors must adopt a resolution setting forth the proposed
amendment and submit it to a vote of the members, and the amendment shall be adopted upon receiving at
least two-thirds of the votes, or by a consent in writing signed by all members entitled to vote. If there
are no members, or no members entitled to vote on an amendment, the amendment must be adopted
by a majority vote of the board of directors.
FILING: The corporation shall file with the commission: (1) a signed original of the Articles of
Amendment, together with a duplicate copy which may be either signed or photocopied; and
(2) $20 filing fee. If the commission determines that the documents delivered for filing conform with the
provisions of the Nonprofit Corporation Act, it shall, when all required filing fees have been paid, retain
the signed original in the files of the commission and return the duplicate together with a Certificate of
Amendment.
EXECUTION OF DOCUMENTS: The Articles of Amendment to the Articles of Incorporation shall be
executed (signed) by two authorized officers of the corporation.
NOTE: Please refer to the New Mexico Nonprofit Corporation Act (53-8-1 to 53-8-99, NMSA 1978) for
the complete statutes governing a nonprofit corporation. The Corporations Bureau can only act in an
administrative capacity. We cannot offer you legal advice or opinion on your particular filing. We
recommend that you consult with your own attorney and accountant if you have any legal questions
concerning your corporation.
INCLUDED IN THIS PACKET ARE INSTRUCTIONS FOR COMPLETING OUR FORMS.
PLEASE FOLLOW THESE INSTRUCTIONS CAREFULLY.
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