N.M. Stat. § 53-19-17
Voting.
A. Except as provided by the articles of organization, an operating agreement or the
Limited Liability Company Act, members who have contributed to the capital of the
limited liability company shall vote in proportion to the value of their contributions to the
capital of the limited liability company, determined in accordance with the Limited
Liability Company Act and adjusted to the time the vote is taken to reflect all
contributions made and all withdrawals of capital by the members prior to such time.
B. Except as provided by the articles of organization, an operating agreement or the
Limited Liability Company Act and subject to the provisions of Subsection C of this
section:
(1)
the affirmative vote, approval or consent of the members having a majority
share of the voting power of all members shall be required to amend the articles of
organization or an operating agreement to approve the sale, mortgage, pledge or other
hypothecation or disposition of all or substantially all of the assets of the limited liability
company, to approve the merger or consolidation of the limited liability company or,
except as provided in Paragraph (3) of this subsection, to approve any other action
required or permitted to be approved by the members;
(2)
the affirmative vote, approval or consent of all of the other members shall
be required to remove a member from membership in the limited liability company;
(3)
if the articles of incorporation or operating agreement vest management
responsibility in one or more managers, the affirmative vote, approval or consent of a
majority of the managers is required to decide or resolve any difference on any matter
connected with carrying on the business and affairs of the limited liability company that
is within the scope of the managers' authority; and
(4)
any matter connected with the carrying on of the business and affairs of
the limited liability company that is not within the scope of the authority of one or more
managers, or of one or more members in whom the articles of organization and
operating agreement vest particular management responsibility, shall be decided or
resolved by the affirmative vote, approval or consent of members having a majority
share of the voting power of all members.
C. Notwithstanding the provisions of Subsection B of this section, if a provision in
the articles of organization or operating agreement requires a greater than majority vote
to approve a matter, the same greater than majority vote shall be required to amend
that provision.