Each corporation shall have power to: A. have perpetual succession by its corporate name unless a limited period of duration is stated in its article of incorporation; B. sue and be sued, complain and defend in its corporate name; C. have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced, but failure to have or to affix a corporate seal does not affect the validity of any instrument or any action taken in pursuance thereof or in reliance thereon; D. purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated; E. sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets; F. lend money to its directors, officers and employees and otherwise assist them; G. purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, limited partnerships or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof; H. make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income; I. lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested; J. conduct its affairs, carry on its operations, and have offices and exercise the powers granted by the Nonprofit Corporation Act in any state, territory, district or possession of the United States, or in any foreign country; K. elect or appoint directors and define their duties and fix their compensation, if any; L. elect or appoint officers and agents of the corporation, who may be directors or members, and define their duties and fix their compensation; M. make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of New Mexico, for the administration and regulation of the affairs of the corporation; N. unless otherwise provided in the articles of incorporation, make donations for the public welfare or for charitable, scientific or educational purposes; and in time of war to make donations in aid of war activities; O. pay pensions and establish pension plans, pension trusts, profit-sharing plans and other incentive plans for any or all of its directors, officers and employees; P. cease its corporate activities and surrender its corporate franchise; and Q. have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized. History: 1953 Comp., § 51-14-47, enacted by Laws 1975, ch. 217, § 5. Class actions. — A corporation's right to sue for relief as an entity and its right to sue for recovery for its individual members are not identical. O'Hare v. Valley Utils., Inc. , 1976-NMCA-004, 89 N.M. 105, 547 P.2d 1147, rev'd in part on other grounds , 1976-NMSC-024, 89 N.M. 262, 550 P.2d 274. The bylaws of state political parties may not be inconsistent with prevailing law, and those that are inconsistent with law are generally unenforceable. — Political parties organized as nonprofit corporations, are governed by the Nonprofit Corporation Act (NCA), 53-8-1 to 53-8-99 NMSA 1978, which allows organizations to form for socially beneficial purposes, including political purposes, and further provides that through their board of directors, the nonprofits have the power to make and alter bylaws. The NCA makes it clear that a nonprofit corporation's bylaws may not be inconsistent with law or the nonprofit's articles of incorporation. A political party may also be registered as a political committee through the Campaign Reporting Act (CRA), 1-19-25 to 1-19-36 NMSA 1978, which requires organizations operating primarily for the purpose of influencing or attempting to influence an election, to register with the secretary of state as political committees, pay a filing fee, and file reports disclosing their activities and contributors, and although the CRA does not address the bylaws of a political committee, the principles of nonprofit corporations acting for political purposes control in the context of political committee bylaws. Therefore, the bylaws of a political party such as the republican party of New Mexico, which is registered as a domestic nonprofit corporation pursuant to the NCA, or the democratic party of New Mexico, which is registered as a political committee pursuant to the CRA, may not be inconsistent with prevailing law, and bylaws that are inconsistent with law are generally unenforceable. Moreover, an organization cannot become a "qualified political party" unless they comply with specific provisions of the Election Code, which is clear that political party organizations may not adopt rules that conflict with the state party's uniform rules, nor may they adopt rules that abridge the lawful rights of any person. 2024 Op. Att'y Gen. No. 24-09. Leases. — The eastern New Mexico state fair would have the authority to lease the property owned by it to anyone and on such terms and conditions as it deems proper, provided that its articles of incorporation do not preclude this, and provided further that the terms of such lease provide a return reasonably in line with the value of the property leased and do not amount to a gift. 1957 Op. Att'y Gen. No. 57-256 (rendered under former law). Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1990, 1991. Power and capacity of unincorporated association, lodge, society, or club to convey, transfer or encumber association property, 15 A.L.R.2d 1451. Enforceability of subscription under conditional charitable pledge, 97 A.L.R.3d 1054. Modern status: validity and effect of mortmain statutes, 6 A.L.R.4th 603. 19 C.J.S. Corporations §§ 554 to 739.
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