corporate by laws

[lea]

we have an s-corp of 4 shareholders (in New Mexico) and are getting our by laws in place. Do we need to have all 4 shareholders agree to and sign on the bylaws or just a majority?

 

[loku]

New Mexico corporation

It is not the shareholders who vote on the bylaws, it is the directors. Your Articles of Incorporation should have named directors. The directors must hold an organization meeting, in which they adopt the bylaws by majority vote, and do other business as noted below in the statute.

New Mexico Corporations Code Sec. 53-12-5. Organization meeting of directors After the issuance of the certificate of incorporation, an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the directors named in the articles of incorporation, for the purpose of adopting bylaws, electing officers and the transaction of other business as may come before the meeting. The directors calling the meeting shall give at least three days' notice thereof by mail to each director so named, stating the time and place of the meeting.