State of the Nonprofit Regulatory Environment in NEW MEXICO

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

NM Code § 57-22-1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: No - N.M. Stat. Ann. § 57-22-1 et seq.

Registration Office

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: New Mexico Attorney General https://secure.nmag.gov/coros/

2 Notice, Filing or Review of Transactions

Sale of Assets

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-ASSETS-AG

REGULATORY BODY: Attorney General

NOTES: No

REPORTS-ASSETS-OT

REGULATORY BODY: Other

NOTES: No

Mergers

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-MERGER-AG

REGULATORY BODY: Attorney General

NOTES: No

NM Code § 53-8-43

REGULATORY BODY: Other

STATUTE TEXT: A. Upon approval, articles of merger or articles of consolidation shall be executed by each corporation by two authorized officers of the corporation, and shall set forth: (1) the plan of merger or the plan of consolidation; (2) if the members of any merging or consolidating corporation are entitled to vote thereon, then as to each corporation: (a) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting and that the plan received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or (b) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and (3) if any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each corporation a statement of that fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that the plan received the vote of a majority of the directors in office. B. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the articles of merger or articles of consolidation shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the articles conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act: (1) endorse on the original and copy the word “filed” and the month, day and year of the filing thereof; (2) file the original in the office of the commission [secretary of state]; and (3) issue a certificate of merger or a certificate of consolidation to which shall be affixed the copy. C. The certificate of merger or certificate of consolidation, together with the copy of the articles of merger or articles of consolidation affixed thereto by the commission [secretary of state], shall be returned to the surviving or new corporation or its representative. History: 1953 Comp., ss 51-14-85, enacted by Laws 1975, ch. 217, ss 43; 2003, ch. 318, ss 16. ANNOTATIONSBracketed material. o The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, ss 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, ss 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the “public regulation commission”, “state corporation commission” or “commission” shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. The 2003 amendment, effective July 1, 2003, in Subsection A, deleted “in duplicate” following “shall be executed”, substituted “two authorized officers of the corporation” for “its president or vice president and by its secretary or assistant secretary” following “each corporation by”; substituted “An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original” for “Duplicate originals” at the beginning of Subsection B; substituted “the original and copy” for “each of the duplicate originals” in Paragraph B(1); substituted “the original” for “one of the originals” in Paragraph B(2); substituted “copy” for “other duplicate original” in Paragraph B(3) and Subsection C; and deleted “corporation” preceding “commission” throughout the section.

NOTES: File with Sec. of State N. M. S. A. 1978, § 53-8-43

Certificate of Amendments

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

NM Code § 53-8-38

REGULATORY BODY: Other

STATUTE TEXT: A. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the articles of amendment shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the articles of amendment conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act: (1) endorse on the original and copy the word “filed” and the month, day and year of the filing thereof; (2) file the original in the office of the commission [secretary of state]; and (3) issue a certificate of amendment to which shall be affixed the copy. B. The certificate of amendment, together with the copy of the articles of amendment affixed thereto by the commission [secretary of state], shall be returned to the corporation or its representative. C. Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-8-91 NMSA 1978, the amendment shall become effective upon delivery of the articles of amendment to the commission [secretary of state], or on such later date, not more than thirty days subsequent to the delivery thereof to the commission [secretary of state], as shall be provided for in the articles of amendment. D. An amendment shall not affect any existing cause of action in favor of or against the corporation, or any pending action to which the corporation shall be a party or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no action brought by or against the corporation under its former name shall abate for that reason. History: 1953 Comp., ss 51-14-80, enacted by Laws 1975, ch. 217, ss 38; 1983, ch. 304, ss 12; 2003, ch. 318, ss 14. ANNOTATIONSBracketed material. o The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, ss 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, ss 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the “public regulation commission”, “state corporation commission” or “commission” shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. The 2003 amendment, effective July 1, 2003, substituted “An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original” for “Duplicate originals” at the beginning of Subsection A; substituted “the original and copy” for “each of the duplicate originals” in Paragraph A(1); substituted “the original” for “one of the duplicate originals” in Paragraph A(2); substituted “copy” for “other duplicate original” in Paragraph A(3); substituted “copy” for “duplicate original” following “together with the” in Subsection B; substituted “An amendment shall not” for “No amendment shall” at the beginning of Subsection D; and deleted “corporation” preceding “commission” throughout the section. The 1983 amendment, effective June 17, 1983, rewrote Subsection C to the extent that a detailed comparison would be impracticable.

NOTES: Sec. of State [N. M. S. A. 1978, § 53-8-38]

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

NM Code § 57-22-6

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.M. Stat. § 57-22-6: 990 or financial statement, plus audit if $500k or more

3 Notice or Action for Dissolutions

Voluntary Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-VOLUNT-AG

REGULATORY BODY: Attorney General

NOTES: No

NM Code § 53-8-52

REGULATORY BODY: Other

STATUTE TEXT: A. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the articles of dissolution shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that such articles of dissolution conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act: (1) endorse on the original and copy the word “filed” and the month, day and year of the filing thereof; (2) file the original in the office of the commission [secretary of state]; and (3) issue a certificate of dissolution to which shall be affixed the copy. B. The certificate of dissolution, together with the copy of the articles of dissolution affixed thereto by the commission [secretary of state], shall be returned to the representative of the dissolved corporation. Upon the issuance of a certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in the Nonprofit Corporation Act. History: 1953 Comp., ss 51-14-94, enacted by Laws 1975, ch. 217, ss 52; 2003, ch. 318, ss 18. ANNOTATIONSBracketed material. o The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, ss 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, ss 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the “public regulation commission”, “state corporation commission” or “commission” shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. The 2003 amendment, effective July 1, 2003, substituted “An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original” for “Duplicate originals” at the beginning of Subsection A; substituted “the original and copy” for “each of the duplicate originals” in Paragraph A(1); substituted “the original” for “one of the originals” in Paragraph A(2); substituted “copy” for “other duplicate original” in Paragraph A(3); substituted “copy” for “duplicate original” following “together with the” in Subsection B; and deleted “corporation” preceding “commission” throughout the section.

NOTES: Sec. of State N. M. S. A. 1978, § 53-8-52

Judicial Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-JUDICI-AG

REGULATORY BODY: Attorney General

NOTES: No

NM Code § 53-8-55

REGULATORY BODY: Other

STATUTE TEXT: A. District courts shall have full power to liquidate the assets and affairs of a corporation: (1) in an action by a member or director when it is made to appear that: (a) the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; or (b) the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or (c) the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d) the corporate assets are being misapplied or wasted; or (e) the corporation is unable to carry out its purposes; (2) in an action by a creditor when: (a) the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or (b) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent; or (3) upon application by a corporation to have its dissolution continued under the supervision of the court. B. Proceedings under this section shall be brought in the county in which the registered office or the principal office of the corporation is situated. C. It shall not be necessary to make directors or members parties to any such action or proceedings unless relief is sought against them personally. History: 1953 Comp., ss 51-14-97, enacted by Laws 1975, ch. 217, ss 55. ANNOTATIONSStanding. o Where former members of a nonprofit corporation sought to liquidate the corporation and the district court found that the corporation had no members and that no members qualified to engage in corporate acts or otherwise carry out corporate business, the former members did not have standing to initiate an action to liquidate the corporation and the district court did not have subject matter jurisdiction to proceed with the liquidation action. Disabled Am. Veterans v. Lakeside Veterans Club, Inc., 2011-NMCA-099, 150 N.M. 569, 263 P.3d 911, cert. denied, 2011-NMCERT-009, 269 P.3d 903. Am. Jur. 2d, A.L.R. and C.J.S. references. o 19 Am. Jur. 2d Corporations ss 2812. 19 C.J.S. Corporations ss 816.

NOTES: N. M. S. A. 1978, § 53-8-55 Jurisdiction of the Courts § 53-8-55; File Decree with Sec. of State N. M. S. A. 1978, § 53-8-61

NM Code § 53-8-55

REGULATORY BODY: Other

STATUTE TEXT: A. District courts shall have full power to liquidate the assets and affairs of a corporation: (1) in an action by a member or director when it is made to appear that: (a) the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; or (b) the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or (c) the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d) the corporate assets are being misapplied or wasted; or (e) the corporation is unable to carry out its purposes; (2) in an action by a creditor when: (a) the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or (b) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent; or (3) upon application by a corporation to have its dissolution continued under the supervision of the court. B. Proceedings under this section shall be brought in the county in which the registered office or the principal office of the corporation is situated. C. It shall not be necessary to make directors or members parties to any such action or proceedings unless relief is sought against them personally. History: 1953 Comp., ss 51-14-97, enacted by Laws 1975, ch. 217, ss 55. ANNOTATIONSStanding. o Where former members of a nonprofit corporation sought to liquidate the corporation and the district court found that the corporation had no members and that no members qualified to engage in corporate acts or otherwise carry out corporate business, the former members did not have standing to initiate an action to liquidate the corporation and the district court did not have subject matter jurisdiction to proceed with the liquidation action. Disabled Am. Veterans v. Lakeside Veterans Club, Inc., 2011-NMCA-099, 150 N.M. 569, 263 P.3d 911, cert. denied, 2011-NMCERT-009, 269 P.3d 903. Am. Jur. 2d, A.L.R. and C.J.S. references. o 19 Am. Jur. 2d Corporations ss 2812. 19 C.J.S. Corporations ss 816.

NOTES: N. M. S. A. 1978, § 53-8-55 Jurisdiction of the Courts § 53-8-55; File Decree with Sec. of State N. M. S. A. 1978, § 53-8-61

NM Code § 53-8-61

REGULATORY BODY: Other

STATUTE TEXT: In case the district court enters a decree dissolving a corporation, it shall be the duty of the clerk of the court to file a certified copy of the decree with the corporation commission [secretary of state]. No fee shall be charged by the commission [secretary of state] for the filing thereof. History: 1953 Comp., ss 51-14-103, enacted by Laws 1975, ch. 217, ss 61. ANNOTATIONSBracketed material. o The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, ss 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, ss 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the “public regulation commission”, “state corporation commission” or “commission” shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978.

NOTES: N. M. S. A. 1978, § 53-8-55 Jurisdiction of the Courts § 53-8-55; File Decree with Sec. of State N. M. S. A. 1978, § 53-8-61

Administrative Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

DISSOLV-ADMINI-OT

REGULATORY BODY: Other

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-STATUT-NS

REGULATORY BODY: Not Specific

NOTES: No

Requires Notice or Oversight

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-OVERSI-AG

REGULATORY BODY: Attorney General

HOSPCON-OVERSI-OT

REGULATORY BODY: Other

Requires Filing

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-FILING-OT

REGULATORY BODY: Other

5 Audits

Requires Audit

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NM Code § 57-22-6

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.M. Stat. § 57-22-6

Audit Threshold

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

NOTES: 500000

6 Registration Law

Registration Law

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NM Code § 57-22-1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N. M. S. A. 1978, § 57-22-1 et seq.

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NM Code § 57-22-4(A)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N. M. S. A. 1978, § 57-22-4(A)

Small organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-SMALLO-NS

REGULATORY BODY: Not Specific

NOTES: NO

Educational Institutions

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NM Code § 57-22-4(B)(1)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N. M. S. A. 1978, § 57-22-4(B)(1)

Governmental Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-GOVMNT-NS

REGULATORY BODY: Not Specific

NOTES: NO

Hospitals

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-HOSPIT-NS

REGULATORY BODY: Not Specific

NOTES: NO

Veterans organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

NOTES: NO

Foundations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

NOTES: NO

Foundations that don’t solicit contributions

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

NOTES: NO

Charitable Trusts

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

NOTES: NO

Parent-Teacher Organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NM Code § 57-22-3(D)(2)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N. M. S. A. 1978, § 57-22-3(D)(2)

Reports to congress

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

NOTES: NO

Non-soliciting

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-NONSOL-NS

REGULATORY BODY: Not Specific

NOTES: NO

Fraternal/ Membership

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-MEMFRA-NS

REGULATORY BODY: Not Specific

NOTES: NO

Political Orgs

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-POLITI-NS

REGULATORY BODY: Not Specific

NOTES: NO

Other

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

NM Code § 57-22-4(C)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: specific beneficiaries N. M. S. A. 1978, § 57-22-4(C)

8 Defined remedies

Dissolution

Regulatory Action: REMEDY

A regulation is NOT defined in the state

REMEDYT-DISSOL-NS

REGULATORY BODY: Not Specific

NOTES: No

Removal of Board Members

Regulatory Action: REMEDY

YES: A regulation is defined in the state

NM Code § 57-22-10

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.M. Stat. Ann. § 57-22-10; N.M. Stat. Ann. § 57-22-9

NM Code § 57-22-9

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.M. Stat. Ann. § 57-22-10; N.M. Stat. Ann. § 57-22-9

9 Oversight of professional fundraisers

Does the state require registration by commercial fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NM Code § 57-22-6.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.M. Stat. § 57-22-6.1

Does the state require registration by fundraising counsel?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

NM Code § 57-22-3(F)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Professional Fundraising Counsel that do not directly solicit contributions or have access or control of any funds do not need to register. N.M. Stat. § 57-22-3(F)

Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

FNDRAZE-VENTUR-NS

REGULATORY BODY: Not Specific

Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

NM Code § 57-22-6.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Contract filed must describe the solicitation campaign. N.M. Stat. § 57-22-6.1

Does the state require specified disclosures to donors?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NM Code § 57-22-6.4(D)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.M. Stat. § 57-22-6.4(D)

Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NM Code § 57-22-6.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: N.M. Stat. § 57-22-6.1

Does the state require annual financial reporting by commercial fundraisers?

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

NM Code § 57-22-6.4

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Fundraiser must report to charity every 6 months and must make those financial reports available to the AG upon request: N.M. Stat. § 57-22-6.4

Does the state require bonding of professional fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

NM Code § 57-22-6.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: A professional fundraiser shall: Register with the attorney general on a from prescribed by the attorney general; File a surety bond with the attorney general; and File with the attorney general a copy of the intended contract between the professional fundraiser and the charitable organization. N.M. Stat. § 57-22-6.1; N.M. Stat. § 57-22-6.2

NM Code § 57-22-6.2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: A professional fundraiser shall: Register with the attorney general on a from prescribed by the attorney general; File a surety bond with the attorney general; and File with the attorney general a copy of the intended contract between the professional fundraiser and the charitable organization. N.M. Stat. § 57-22-6.1; N.M. Stat. § 57-22-6.2