IAL 092608.

• Case Date: September 26, 2008
• Court: New Mexico

New Mexico Attorney Gen eral Opinions 2008. IAL 092608. September 26, 2008IAL 092608Dear Senator Sanchez: You have requested our opinion regarding whether a land grant that has been converted into a domestic corporation under NMSA 1978, Section 49-2-18 and then sold to a private corporation by vote of its shareholders can reconstitute the board of trustees of the old land grant under NMSA 1978, Section 49-1-1. Based upon our examination of the relevant New Mexico statutes, opinions and case law authorities, and on the information available to us at this time, we conclude that the Atrisco Land Grant cannot reconstitute because it has already converted into a domestic corporation under the laws of New Mexico. Furthermore, the 2004 law allowing land grants to become political subdivisions of the state is inapplicable to the Atrisco Land Grant under NMSA 1978, Section 49-1-2(A) because of its prior incorporation under the general corporation laws of New Mexico. Effective July 1, 2004, NMSA 1978, Section 49-1-1 was amended so as to designate land grants covered by Sections 49-1-1 to 49-1-18 as political subdivisions of the state. According to the statute: "All land grants-mercedes in the state or land grants-mercedes described in Section 49-1-2 NMSA 1978 shall be managed, controlled and governed by their bylaws, by the Treaty of Guadalupe Hidalgo and as provided in Sections 49-1- 1 through 49-1-18 NMSA 1978 as political subdivisions of the state." This change was significant because it allowed land grants to organize and become eligible for state and federal funding. Prior to the 2004 amendment, some land grants organized as corporations pursuant to a 1967 law, "An Act Providing for Conversion of Corporations Organized under Laws 1891, Chapter 86, Into Corporations Organized under General Corporation Laws." NMSA 1978, § 49-2-18 (1967) (formerly compiled as NMSA 1953, § 8-2-19). The law authorized "certain `owners and proprietors' of community grants to submit articles of incorporation and bylaws for incorporation of a traditional corporation to hold title to and manage the affairs of such community grant in place of the trustees organized under the 1891 laws." See Westland Development Co. v. Saavedra, 80 N.M. 615, 616, 459 P.2d 141, 142 (1969). The Supreme Court of New Mexico upheld the constitutional validity of this statute...