19-5-253 - Procedure in general; authorization by members.
§ 19-5-253. Procedure in general; authorization by members.
(1) A sale, conveyance, transfer, lease, exchange, mortgage, pledge, or other disposition of thirty-five percent (35%) or more of the property and assets, with or without the good will, of a corporation or a merger, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, as may be authorized in the following manner:
(a) The board of directors shall adopt a resolution recommending such sale, conveyance, transfer, lease, exchange, mortgage, pledge, or other disposition or merger, and directing the submission thereof to a vote at a meeting of the members, which may be either an annual or a special meeting.
(b) Written or printed notice shall be given to each member entitled to vote at such meeting within the time and in the manner provided in Section 19-5-255 for the giving of notice of meetings of members, and, whether the meeting be an annual or a special meeting, shall state that the purpose, or one of the purposes, of such meeting is to consider the proposed sale, conveyance, transfer, lease, exchange, mortgage, pledge, or other disposition, or merger.
(c) At such meeting the members may authorize such sale, conveyance, transfer, lease, exchange, mortgage, pledge, or other disposition, or merger and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require the affirmative vote of a majority of the members present and voting.
(d) After such authorization by a vote of the members, the board of directors nevertheless, in its discretion, may abandon such sale, conveyance, transfer, exchange, mortgage, pledge, or other disposition of assets, or merger, subject to the rights of third parties under any contracts relating thereto, without further action or approval by the members.
(2) A sale, conveyance, transfer, lease, exchange, mortgage, pledge or other disposition of less than thirty-five percent (35%) of the property and assets, with or without the good will, of a corporation may be made by an affirmative vote of a majority of the board of directors upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, as the board determines to be in the best interest of the corporation. The board of directors shall give written or printed notice of its actions to each member along with the terms and conditions thereof and the consideration to be received by the corporation.
Sources: Laws, 1974, ch. 457, § 1; Laws, 1990, ch. 582, § 1, eff from and after passage (approved April 9, 1990).