351.400. Disposition of assets.
Disposition of assets.
351.400. A sale, lease, or exchange or other dispositionother than by mortgage, deed of trust or pledge, of all, orsubstantially all, the property and assets, with or without thegoodwill, of a corporation, if not made in the usual and regularcourse of its business, may be made upon such terms andconditions and for such consideration, which may consist, inwhole or in part, of money or property, real or personal,including shares of any other corporation, domestic or foreign,as may be authorized in the following manner:
(1) The board of directors may adopt a resolutionrecommending such sale, lease or exchange or other dispositionand directing the submission thereof to a vote at a meeting ofshareholders entitled to vote thereat, which may be either anannual or a special meeting, except that such proposed sale,lease or exchange need not be adopted by the board of directorsand may be directly submitted to any annual or special meeting ofshareholders;
(2) Written or printed notice stating that the purpose, orone of the purposes, of such meeting is to consider the sale,lease or exchange, or other disposition of all, or substantiallyall, of the property and assets of the corporation shall be givento each shareholder of record entitled to vote at such meetingwithin the time and in the manner provided by this chapter forthe giving of notice of meetings of shareholders; if such meetingbe an annual meeting, such purpose may be included in the noticeof such annual meeting;
(3) At such meeting the shareholders may authorize suchsale, lease or exchange, or other disposition and fix, or mayauthorize the board of directors to fix, any or all of the termsand conditions thereof and the consideration to be received bythe corporation therefor. Such authorization shall require theaffirmative vote of the holders of at least two-thirds of theoutstanding shares entitled to vote at such meeting;
(4) After such authorization by a vote of shareholders, theboard of directors nevertheless, in its discretion, may abandonsuch sale, lease, exchange, or other disposition of assets,subject to the rights of third parties under any contractsrelating thereto, without further action or approval byshareholders.
(L. 1943 p. 410 § 72, A.L. 1965 p. 532, A.L. 1975 S.B. 14)