N.M. Stat. § 53-13-7
Restated articles of incorporation.
A. A domestic corporation may at any time restate its articles of incorporation, as
amended, by a resolution adopted by the board of directors.
B. Upon the adoption of such resolution, restated articles of incorporation shall be
executed by the corporation by an authorized officer and shall set forth all of the
operative provisions of the articles of incorporation as amended together with a
statement that the restated articles of incorporation correctly set forth without change
the corresponding provisions of the articles of incorporation as amended and that the
restated articles of incorporation supersede the original articles of incorporation and all
previous amendments.
C. The original of the restated articles of incorporation together with a copy, which
may be signed, photocopied or conformed, shall be delivered to the commission
[secretary of state]. If the commission [secretary of state] finds that the restated articles
of incorporation conform to law, it shall, when all fees have been paid:
(1)
endorse on the original and a copy the word "filed" and the month, day
and year of the filing;
(2)
file the original in its office; and
(3)
issue a restated certificate of incorporation to which it shall affix the file-
stamped copy.
D. The restated certificate of incorporation, together with the file-stamped copy of
the restated articles of incorporation affixed to it shall be returned by the commission
[secretary of state] to the corporation or its representative. Unless the commission
[secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA
1978, upon delivery of the restated articles of incorporation to the commission
[secretary of state], the restated articles of incorporation shall become effective and
shall supersede the original articles of incorporation and all previous amendments.