Section 53-8-25.3 - Nonprofit corporations; boards of directors; liability; immunity. - New Mexico Statutes

53-8-25.3. Nonprofit corporations; boards of directors; liability; immunity.

A.     Except as otherwise provided in this section, no member of a board of directors of a nonprofit corporation as defined in the Nonprofit Corporation Act [Chapter 53, Article 8 NMSA 1978] shall be held personally liable for any damages resulting from:   

(1)     any negligent act or omission of an employee of that nonprofit corporation;   

(2)     any negligent act or omission of another director of that nonprofit corporation; or   

(3)     any action taken as a director or any failure to take any action as a director unless:   

(a)     the director has breached or failed to perform the duties of the director's office; and   

(b)     the breach or failure to perform constitutes willful misconduct or recklessness.   

B.     The immunity provided in Subsection A of this section shall not extend to acts or omissions of directors of nonprofit corporations that constitute willful misconduct or recklessness personal to the director. The immunity is limited to actions taken as a director at meetings of the board of directors or a committee of the board of directors or by action of the directors without a meeting pursuant to Section 53-8-97 NMSA 1978.   

C.     A nonprofit corporation shall not transfer assets in order to avoid claims against corporate assets resulting from a judgment against the corporation. If a director votes to do so, the immunity provided by this section shall have no force or effect as to that director.