Incorporation and Powers of Waterworks

NMSA 1978 ch. 62, art. 2

in effect

NMSA 1978, § 62-2-1 Companies for supplying water; articles of incorporation

62-2-1. Companies for supplying water; articles of incorporation Any five persons who desire to form a company for the purpose of constructing and maintaining reservoirs and canals or ditches and pipelines for supplying water for irrigation, mining, manufacturing, domestic and other public uses, including cities and towns, and for the improvement of lands in connection therewith shall make and sign articles of incorporation that shall be acknowledged before the secretary of state or some person authorized by law to take the acknowledgment of conveyances of real estate. When so acknowledged, the articles shall be filed with the secretary of state. Laws 1887, ch. 12, § 1; C.L. 1897, § 468; Code 1915, § 1026; C.S. 1929, § 32-406; 1941 Comp., § 72-201; 1953 Comp., § 68-2-1; 2013, ch. 75, § 23.

NMSA 1978, § 62-2-2 [Contents of articles of incorporation.]

62-2-2. [Contents of articles of incorporation.] Such articles shall set forth: A. the full names of the incorporators, and the corporate name of such company; B. the purpose or purposes for which such company is formed, and if the object be to construct reservoirs and canals, or ditches and pipelines for any of the purposes herein specified, the beginning point and terminus of the main line of such canals and ditches and pipelines, and the general course, direction and length thereof shall be stated; C. the amount of the capital stock and the number of shares as definitely as practicable; D. the term of existence of the company, which shall not exceed fifty years; E. the number of directors, and the names of those who shall manage the business of the company for the first year; F. the name of the city or town and county in which the principal place of business of the company is to be located. Laws 1887, ch. 12, § 2; C.L. 1897, § 469; Code 1915, § 1027; C.S. 1929, § 32-407; 1941 Comp., § 72-202; 1953 Comp., § 68-2-2.

NMSA 1978, § 62-2-3 Filing of articles; certified copies

62-2-3. Filing of articles; certified copies A duly certified copy of the articles of incorporation executed by the secretary of state shall be filed in the office of the county clerk of each county through or into which any canal, ditch or pipeline may run or any reservoir may be established or in which the company may desire to transact business. Duly certified copies of the articles of incorporation shall be given by the secretary of state or county clerks, on the payment of the fees allowed by law, and shall be received as evidence in any of the courts of this state. Laws 1887, ch. 12, § 3; C.L. 1897, § 470; Code 1915, § 1028; C.S. 1929, § 32-408; 1941 Comp., § 72-203; 1953 Comp., § 68-2-3; 2013, ch. 75, § 24.

NMSA 1978, § 62-2-4 [General powers.]

62-2-4. [General powers.] When articles of incorporation shall have been executed, acknowledged and filed, as herein required, the persons therein named shall, with their associates and successors, be deemed a body politic and corporate, by the name stated in such articles, for and during the period named therein, and shall have power to sue and be sued, in any court; to adopt and use a common seal and alter the same at pleasure; to purchase, acquire, hold, sell, mortgage and convey such real and personal estate as such corporation may require to successfully carry on and transact the objects for which it was formed; to appoint such officers, agents and servants as the business of the corporation may require, and exact of them such security as may be thought proper, and remove them at will; except, no director shall be removed from office unless by a two-third vote of the whole number of directors; and to adopt bylaws, not inconsistent with the laws of this state for the organization of the company, the management of its business and property, the regulation of its affairs, the transfer of its stock and for carrying on all kinds of business within the objects and purposes of the corporation. Laws 1887, ch. 12, § 4; C.L. 1897, § 471; Code 1915, § 1029; C.S. 1929, § 32-409; 1941 Comp., § 72-204; 1953 Comp., § 68-2-4.

NMSA 1978, § 62-2-5 [Additional powers.]

62-2-5. [Additional powers.] Corporations formed under this article for the purpose of furnishing and supplying water for any of the purposes mentioned in Section 62-2-1 NMSA 1978, shall have, in addition to the powers hereinbefore mentioned, rights as follows: A. to cause such examinations and surveys for their proposed reservoirs, canals, pipelines and ditches to be made, as may be necessary to the selection of the most eligible locations and advantageous routes, and for such purpose, by their officers, agents and servants, to enter upon the lands or water of any person, or of this state; B. to take and hold such voluntary grant of real estate and other property, as shall be made to them in furtherance of the purposes of such corporation; C. to construct their canals, pipelines or ditches upon or along any stream of water; D. to take and divert from any stream, lake or spring the surplus water, for the purpose of supplying the same to persons, to be used for the objects mentioned in Section 62-2-1 NMSA 1978, but such corporations shall have no right to interfere with the rights of, or appropriate the property of any persons except upon the payment of the assessed value thereof, to be ascertained as in this article provided: and provided, further, that no water shall be diverted, if it will interfere with the reasonable requirements of any person or persons using or requiring the same, when so diverted; E. to furnish water for the purposes mentioned in Section 62-2-1 NMSA 1978, at such rates as the bylaws may prescribe; but equal rates shall be conceded to each class of consumers; F. to enter upon and condemn and appropriate any lands, timber, stone, gravel or other material that may be necessary for the uses and purposes of said companies. Laws 1887, ch. 12, § 17; C.L. 1897, § 484; Code 1915, § 1042; C.S. 1929, § 32-422; 1941 Comp., § 72-205; 1953 Comp., § 68-2-5.

NMSA 1978, § 62-2-6 [Directors; qualifications; election.]

62-2-6. [Directors; qualifications; election.] The corporate powers of any corporation formed under this article shall be exercised by a board of not less than three directors who shall be stockholders of the company, and a majority of them citizens of the United States, and at least one-third of whom shall be residents of this state. Such directors shall be elected annually, after the expiration of the term of the directors named in the articles of incorporation, at such time and place, and upon such notice, and in such mode as the bylaws of the company may provide; but all such elections shall be by ballot, and each stockholder, either in person or by proxy, shall be entitled to as many votes as he owns shares of stock, and the persons receiving the greatest number of votes shall be declared elected. When a vacancy occurs in the office of director by death, resignation or otherwise, such vacancy shall be filled for the remainder of the year in such manner as the bylaws shall prescribe. Should there be no election of directors, on the day fixed in the bylaws for such election, such election may be held at such other time as the bylaws may designate, and the directors in office may continue to act until their successors are elected. Laws 1887, ch. 12, § 5; C.L. 1897, § 472; Code 1915, § 1030; C.S. 1929, § 32-410; 1941 Comp., § 72-206; 1953 Comp., § 68-2-6.

NMSA 1978, § 62-2-7 [Quorum in directors' meeting.]

62-2-7. [Quorum in directors' meeting.] A majority of the whole number of directors shall form a board for the transaction of business, and a decision of a majority of the directors assembled as a board shall be valid as a corporate act. Laws 1887, ch. 12, § 6; C.L. 1897, § 473; Code 1915, § 1031; C.S. 1929, § 32-411; 1941 Comp., § 72-207; 1953 Comp., § 68-2-7.

NMSA 1978, § 62-2-8 [Meetings of directors.]

62-2-8. [Meetings of directors.] The first meeting of the board of directors shall be held at such time and place as may be agreed upon by a majority of the persons named as such in the articles of incorporation, and all subsequent meetings shall be at such times and places as the bylaws may designate. Laws 1887, ch. 12, § 7; C.L. 1897, § 474; Code 1915, § 1032; C.S. 1929, § 32-412; 1941 Comp., § 72-208; 1953 Comp., § 68-2-8.

NMSA 1978, § 62-2-9 [Transfer of shares.]

62-2-9. [Transfer of shares.] The stock of the company shall be deemed personal estate, and shall be transferrable [transferable] in such manner as shall be prescribed by the bylaws of the company; but no transfer shall be valid except between the parties thereto, until the same shall be so entered on the books of the company as to show the names of the parties by and to whom transferred, the number and designation of the shares and the date of transfer. Laws 1887, ch. 12, § 8; C.L. 1897, § 475; Code 1915, § 1033; C.S. 1929, § 32-413; 1941 Comp., § 72-209; 1953 Comp., § 68-2-9.

NMSA 1978, § 62-2-10 [Subscriptions to stock; payment; notice of assessment; sale of stock.]

62-2-10. [Subscriptions to stock; payment; notice of assessment; sale of stock.] The directors shall have power to call in and demand from the stockholders the sum by them subscribed, at such times and in such payments as they may deem proper; notice of such assessment shall be given to the stockholders personally, or shall be published once a week for at least four weeks, in some newspaper published at the place designated as the principal place of business of the corporation, or if none be published there, then by posting such notice for that period, in at least six of the most public places in the county in which said principal place of business of the corporation is located. If, after such notice has been given, any stockholder shall make default in the payment of the assessment upon the shares held by him, so many of such shares may be sold as will be necessary for the payment of the assessment on all shares held by him. The sale of said shares shall be made as prescribed in the bylaws of the company, but all such sales shall be made at public auction, to the highest bidder, after notice thereof shall have been given as in this section provided for notice to stockholders of assessments; and the person who will agree to pay the assessment due, together with the expense of advertising, and other costs of such sale, for the smallest number of whole shares, shall be deemed the highest bidder. A complete record shall be kept of all assessments and sales of stock. Laws 1887, ch. 12, § 9; C.L. 1897, § 476; Code 1915, § 1034; C.S. 1929, § 32-414; 1941 Comp., § 72-210; 1953 Comp., § 68-2-10.

NMSA 1978, § 62-2-11 [Increase or decrease of capital stock.]

62-2-11. [Increase or decrease of capital stock.] The capital stock of any such corporation may be increased or diminished at any meeting of the stockholders, but may only be done by a two-thirds vote of all the shares of stock, but in no case shall the capital stock be reduced below the outstanding indebtedness and liabilities of the corporation. Laws 1887, ch. 12, § 12; C.L. 1897, § 479; Code 1915, § 1037; C.S. 1929, § 32-417; 1941 Comp., § 72-212; 1953 Comp., § 68-2-12.

NMSA 1978, § 62-2-12 [Commencement of business within one year.]

62-2-12. [Commencement of business within one year.] If any corporation formed under this article shall not organize and commence the transaction of its business within one year from the time of filing its articles of incorporation, its corporate powers shall cease. Laws 1887, ch. 12, § 13; C.L. 1897, § 480; Code 1915, § 1038; C.S. 1929, § 32-418; 1941 Comp., § 72-213; 1953 Comp., § 68-2-13.

NMSA 1978, § 62-2-13 [Voluntary dissolution.]

62-2-13. [Voluntary dissolution.] Any corporation formed under this article or formed under any general law of this state, the principal business of which has been the construction and maintenance of dams, reservoirs, ditches and canals, and the distribution of water therethrough [there-through] for public use, may be disincorporated by a two-thirds vote of all the stockholders, and when such vote shall have been taken, notice thereof shall be given as required, by which notice shall state when and at what place application will be made to the district court or the judge thereof to have such corporation judicially declared dissolved, and at such time and place or at such other time and place to which said matter may be adjourned by the court or judge, such court or judge may hear evidence touching the matter, and if satisfied that all debts and liabilties [liabilities] of such corporation have been paid or that the same can be paid, settled, satisfied or compromised by the sale of the tangible assets of such corporation, and that the requisite vote in favor of dissolution has been duly given, such court or judge shall enter an order declaring the corporation dissolved, and thereafter the directors or trustees of such corporation shall sell and dispose of the tangible property thereof or such portion of the same as may be necessary to liquidate the indebtedness of the company, and apply the proceeds realized from such sale to the payment, satisfaction or compromise of the indebtedness of such corporation, the balance remaining to be distributed to the stockholders thereof in accordance with Section 62-2-14 NMSA 1978. Laws 1887, ch. 12, § 14; C.L. 1897, § 481; Laws 1905, ch. 92, § 1; Code 1915, § 1039; C.S. 1929, § 32-419; 1941 Comp., § 72-214; 1953 Comp., § 68-2-14.

NMSA 1978, § 62-2-14 [Powers of directors after dissolution.]

62-2-14. [Powers of directors after dissolution.] Upon the dissolution of any corporation, the directors at the time of dissolution shall be directors and agents of the creditors and stockholders of the corporation dissolved, and shall have full power to sue for and recover the debts and property of the corporation, by the name of the directors of such corporation, collect and pay any outstanding debts, settle its affairs and divide amongst the stockholders the money and property remaining after the payment of all debts, liabilites [liabilities] and necessary expenses. Laws 1887, ch. 12, § 15; C.L. 1897, § 482; Code 1915, § 1040; C.S. 1929, § 32-420; 1941 Comp., § 72-215; 1953 Comp., § 68-2-15.

NMSA 1978, § 62-2-15 [Borrowing money; bonds; mortgages.]

62-2-15. [Borrowing money; bonds; mortgages.] Corporations formed under this article shall have power to borrow such sums of money as may be necessary for the construction, completion or operation of their reservoirs, canals and ditches, or pipelines, or the purchase of any lands, water rights or other property necessary, in order to carry out the objects for which they were incorporated; and to issue and dispose of their bonds for any amount so borrowed, and to mortgage their corporate property and franchises to secure the payment of any debt contracted for the purpose aforesaid. Laws 1887, ch. 12, § 16; C.L. 1897, § 483; Code 1915, § 1041; C.S. 1929, § 32-421; Laws 1941, ch. 15, § 2; 1941 Comp., § 72-216; 1953 Comp., § 68-2-16.

NMSA 1978, § 62-2-16 Eminent domain

62-2-16. Eminent domain Corporations formed pursuant to Sections 62-2-1 through 62-2-22 NMSA 1978 have the power of eminent domain for the purpose of carrying out the provisions of Sections 62-2-1 through 62-2-22 NMSA 1978, and in the manner provided by the Eminent Domain Code [42A-1-1 to 42A-1-33 NMSA 1978]. Laws 1981, ch. 125, § 50.

NMSA 1978, § 62-2-17 [Construction of works; eminent domain.]

62-2-17. [Construction of works; eminent domain.] Such corporations shall be authorized to construct such branch, lateral or side canals, pipelines or ditches, as may be necessary to successfully accomplish the objects and purposes for which they shall be organized, and shall have the same rights and powers as to the taking and appropriating of land and other property, to be used therefor, as is given and conferred by the next preceding section [62-2-16 NMSA 1978], or other sections of this article. Laws 1887, ch. 12, § 19; C.L. 1897, § 486; Code 1915, § 1044; C.S. 1929, § 32-424; 1941 Comp., § 72-218; 1953 Comp., § 68-2-18.

NMSA 1978, § 62-2-18 Acquiring land of minors and incapacitated persons

62-2-18. Acquiring land of minors and incapacitated persons Should it become necessary for any such corporation to acquire the title to any land or other property belonging to any minor or incapacitated person, or which may belong to the estate of any deceased person, the title to any such property may be obtained in such manner as may be provided by law for the conveyance, sale or disposal of the land or other property belonging to minors or incapacitated persons or the estates of deceased persons. Laws 1887, ch. 12, § 20; C.L. 1897, § 487; Code 1915, § 1045; C.S. 1929, § 32-425; 1941 Comp., § 72-219; 1953 Comp., § 68-2-19; Laws 1975, ch. 257, § 8-124.

NMSA 1978, § 62-2-19 [Use of materials on state lands.]

62-2-19. [Use of materials on state lands.] Corporations formed under this article for the purpose of furnishing or supplying water for any of the purposes mentioned in Section 62-2-1 NMSA 1978, shall have the right to use any timber, stone or other materials upon lands belonging to the state, and along the line of their canals or ditches, or in the vicinity of such reservoirs as may be necessary in the construction thereof. Laws 1887, ch. 12, § 21; C.L. 1897, § 488; Code 1915, § 1046; C.S. 1929, § 32-426; 1941 Comp., § 72-220; 1953 Comp., § 68-2-20.

NMSA 1978, § 62-2-20 [Corporations for serving cities and towns; rights and privileges.]

62-2-20. [Corporations for serving cities and towns; rights and privileges.] All corporations which have been heretofore or may hereafter be formed under the laws of New Mexico for the purpose of supplying water for domestic, irrigating or manufacturing purposes, for cities or towns, with a population of three thousand persons or more, shall have all the powers and shall be entitled to all the rights and privileges so far as they may be necessary for the transaction of the business of any and all such corporations as are conferred on railroad companies. Laws 1884, ch. 41, § 1; C.L. 1884, § 231; C.L. 1897, § 467; Code 1915, § 1047; C.S. 1929, § 32-427; 1941 Comp., § 72-221; 1953 Comp., § 68-2-21.

NMSA 1978, § 62-2-21 [Corporations for serving cities and towns; laying mains in streets; service.]

62-2-21. [Corporations for serving cities and towns; laying mains in streets; service.] Corporations formed under this article for the purpose of supplying water to any city, town or the inhabitants thereof for any purpose, may lay their mains or pipes in, along and upon any of the public streets or alleys of such city or town, subject to such regulations as may be provided by the corporate authorities of such city or town; and may furnish and supply such city or town or the inhabitants thereof, with water, upon such conditons [conditions] and terms as may be fixed by such corporations, or as may be agreed to by the consumers and such corporations. Laws 1887, ch. 12, § 24; C.L. 1897, § 491; Code 1915, § 1048; C.S. 1929, § 32-428; 1941 Comp., § 72-222; 1953 Comp., § 68-2-22.

NMSA 1978, § 62-2-22 [Irrigation companies; restrictions on use of water.]

62-2-22. [Irrigation companies; restrictions on use of water.] That no incorporation of any company or companies to supply water for the purposes of irrigation and other purposes, shall have any right to divert the usual and natural flow of water of any stream which by Section 73-2-9 NMSA 1978 has been declared a public acequia for any use whatever, between the fifteenth day of February and the fifteenth day of October of each year, unless it be with the unanimous consent of all and every person holding agricultural and cultivated lands under such stream or public acequia, and to be irrigated by the water furnished by said stream or public acequia, and that no incorporation of any company or companies shall interfere with the water rights of any individual or company, acquired prior to February 24, 1887. Laws 1887, ch. 12, § 25; C.L. 1897, § 492; Code 1915, § 1049; C.S. 1929, § 32-429; 1941 Comp., § 72-223; 1953 Comp., § 68-2-23.

Source: New Mexico Compilation Commission (nmonesource.com)URL: https://nmonesource.com/nmos/nmsa-unanno/en/item/18565/index.doFetched: 10/20/2026