New Mexico Corporation Guide

BY-LAWS OF NEW MEXICO PROFESSIONAL CORPORATION

 These By-Laws are general in nature and should be modified to meet your specific needs and purposes.

 Please note that the By-Laws is required that all officers and directors be licensed to practice the subject profession in New Mexico.

ARTICLE I. NAME AND LOCATION

SECTION 1. The name of this New Mexico Professional Corporation (“the corporation”) shall be

SECTION 2. The Principal office of the corporation in the State of New Mexico shall be , , New Mexico and its initial registered office in the State of New Mexico shall be , New Mexico.

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the in each year, beginning with the year at the time designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.

SECTION 2. Special Meeting. Special meetings of the shareholders may be called by resolution of the Board of Directors or by the President at the request of the holders of not less than a majority of all outstanding shares.

SECTION 3. Place of Meeting. The place of meeting shall be the principal office of the corporation in the State of New Mexico unless otherwise designated.

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 5. Closing of Transfer Books or Fixing of Record Date. The Board of Directors may close the stock transfer books or fix a record date for determining shareholders entitled to notice or vote.

SECTION 6. Shareholders' List. The officer or agent having charge of the share ledger shall prepare an alphabetical list of persons entitled to notice and to represent shares at such meeting.

SECTION 7. Quorum. A majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing.

SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 10. Voting of Share by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the By-Laws of such corporation may prescribe.

SECTION 11. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing is signed by all shareholders entitled to vote.

SECTION 12. Cumulative Voting. At each election for Directors every shareholder entitled to vote shall have the right to vote cumulatively.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors except as otherwise herein provided.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be (). Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as the annual meeting of shareholders.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director.

SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by notice personally given or mailed to each Director at his business address, or by telegram.

SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses and/or a fixed sum for attendance at each meeting.

SECTION 9. Presumption of Assent. A Director present at a meeting shall be presumed to have assented unless dissent is entered in the minutes or filed in writing.

SECTION 10. Informal Action by Board of Directors. Any action required to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing is signed by each director.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a , each of whom shall be elected by the Board of Directors.

SECTION 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting after each annual meeting of the shareholders.

SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed whenever in its judgment the best interest of the corporation would be served thereby.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors.

SECTION 5. President. The President shall be the principal executive officer of the corporation and shall supervise and control all of the business and affairs of the corporation.

SECTION 6. Vice-President. The Board of Directors may determine when there is a need for a Vice-President or Vice-Presidents.

SECTION 7. Secretary. The Secretary shall keep minutes, maintain records, give notices, keep the stock transfer books, and perform other duties assigned by the Board of Directors.

SECTION 8. Salaries. The salaries, compensation and other benefits, if any, of the officers shall be fixed from time to time by the Board of Directors.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation unless authorized by a resolution of the Board of Directors.

SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money shall be signed by such officer or officers as determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors.

SECTION 2. Transfer of Shares. Transfer of shares shall be made only on the stock transfer books of the corporation by the holder of record or by legal representative.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."

ARTICLE X. WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the corporation under the provisions of these By-Laws or under the provisions of the Articles of Incorporation, a waiver thereof in writing shall be equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority vote of the Board of Directors at any annual Board of Directors meeting or at any special Board of Directors meeting when the proposed amendment has been set out in the notice of such meeting.

ARTICLE XII. OTHER PROVISIONS

1. Shares of stock of the corporation may be issued and transferred only to persons who are duly licensed or legally authorized to practice in New Mexico.

2. All shareholders, officers, and directors must be licensed to practice in New Mexico.

3. Shares held by any person who becomes disqualified to render professional services shall, within thirty days after establishment of the disqualification, be purchased by the corporation or the remaining shareholders.

4. Shares which devolve by operation of law upon any person or legal entity not licensed or authorized to practice shall, within eight months from the date of devolution, be purchased by the corporation or the remaining shareholders.

5. The price for the shares set out above, if purchased by the corporation, shall be the book value of the shares as of the end of the month immediately preceding the death or disqualification of the shareholder.

6. If any director, officer, or shareholder becomes legally disqualified to practice , or is elected to a public office that is a restriction or limitation upon the practice of , or accepts employment that places restrictions or limitations upon his continued practice of on behalf of the corporation, that director, officer, or shareholder must sever all employment with, and financial interest in the professional corporation immediately.

END BY-LAWS