§55‑12‑02. Sale of assets other than in regular course of business.
(a) A corporation maysell, lease, exchange, or otherwise dispose of all, or substantially all, ofits property, otherwise than in the usual and regular course of business, onthe terms and conditions and for the consideration determined by thecorporation's board of directors, if the board of directors proposes and itsshareholders approve the proposed transaction.
(b) For a transactionto be authorized:
(1) The board ofdirectors must recommend the proposed transaction to the shareholders unlessthe board of directors determines that because of conflict of interest or otherspecial circumstances it should make no recommendation, in which event theboard of directors must communicate the basis for its lack of a recommendationto the shareholders with the submission of the proposed transaction; and
(2) The shareholdersentitled to vote must approve the transaction.
(c) The board ofdirectors may condition its submission of the proposed transaction on anybasis.
(d) The corporationshall notify each shareholder, whether or not entitled to vote, of the proposedshareholders' meeting in accordance with G.S. 55‑7‑05. The noticemust also state that the purpose, or one of the purposes, of the meeting is toconsider the sale, lease, exchange, or other disposition of all, orsubstantially all, the property of the corporation and contain or beaccompanied by a description of the transaction.
(e) Unless the articlesof incorporation, a bylaw adopted by the shareholders, Article 9 or the boardof directors (acting pursuant to subsection (c)) require a greater vote or avote by voting groups, the transaction to be authorized must be approved by amajority of all the votes entitled to be cast on the transaction.
(f) After a sale,lease, exchange, or other disposition of property is authorized, thetransaction may be abandoned (subject to any contractual rights) withoutfurther shareholder action.
(g) A transaction thatconstitutes a distribution is governed by G.S. 55‑6‑40 and not bythis section. (1925, c. 235; 1929, c. 269; 1939, c. 279; G.S., s. 55‑26;1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
§55‑12‑02. Sale of assets other than in regular course of business.
(a) A corporation maysell, lease, exchange, or otherwise dispose of all, or substantially all, ofits property, otherwise than in the usual and regular course of business, onthe terms and conditions and for the consideration determined by thecorporation's board of directors, if the board of directors proposes and itsshareholders approve the proposed transaction.
(b) For a transactionto be authorized:
(1) The board ofdirectors must recommend the proposed transaction to the shareholders unlessthe board of directors determines that because of conflict of interest or otherspecial circumstances it should make no recommendation, in which event theboard of directors must communicate the basis for its lack of a recommendationto the shareholders with the submission of the proposed transaction; and
(2) The shareholdersentitled to vote must approve the transaction.
(c) The board ofdirectors may condition its submission of the proposed transaction on anybasis.
(d) The corporationshall notify each shareholder, whether or not entitled to vote, of the proposedshareholders' meeting in accordance with G.S. 55‑7‑05. The noticemust also state that the purpose, or one of the purposes, of the meeting is toconsider the sale, lease, exchange, or other disposition of all, orsubstantially all, the property of the corporation and contain or beaccompanied by a description of the transaction.
(e) Unless the articlesof incorporation, a bylaw adopted by the shareholders, Article 9 or the boardof directors (acting pursuant to subsection (c)) require a greater vote or avote by voting groups, the transaction to be authorized must be approved by amajority of all the votes entitled to be cast on the transaction.
(f) After a sale,lease, exchange, or other disposition of property is authorized, thetransaction may be abandoned (subject to any contractual rights) withoutfurther shareholder action.
(g) A transaction thatconstitutes a distribution is governed by G.S. 55‑6‑40 and not bythis section. (1925, c. 235; 1929, c. 269; 1939, c. 279; G.S., s. 55‑26;1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
§55‑12‑02. Sale of assets other than in regular course of business.
(a) A corporation maysell, lease, exchange, or otherwise dispose of all, or substantially all, ofits property, otherwise than in the usual and regular course of business, onthe terms and conditions and for the consideration determined by thecorporation's board of directors, if the board of directors proposes and itsshareholders approve the proposed transaction.
(b) For a transactionto be authorized:
(1) The board ofdirectors must recommend the proposed transaction to the shareholders unlessthe board of directors determines that because of conflict of interest or otherspecial circumstances it should make no recommendation, in which event theboard of directors must communicate the basis for its lack of a recommendationto the shareholders with the submission of the proposed transaction; and
(2) The shareholdersentitled to vote must approve the transaction.
(c) The board ofdirectors may condition its submission of the proposed transaction on anybasis.
(d) The corporationshall notify each shareholder, whether or not entitled to vote, of the proposedshareholders' meeting in accordance with G.S. 55‑7‑05. The noticemust also state that the purpose, or one of the purposes, of the meeting is toconsider the sale, lease, exchange, or other disposition of all, orsubstantially all, the property of the corporation and contain or beaccompanied by a description of the transaction.
(e) Unless the articlesof incorporation, a bylaw adopted by the shareholders, Article 9 or the boardof directors (acting pursuant to subsection (c)) require a greater vote or avote by voting groups, the transaction to be authorized must be approved by amajority of all the votes entitled to be cast on the transaction.
(f) After a sale,lease, exchange, or other disposition of property is authorized, thetransaction may be abandoned (subject to any contractual rights) withoutfurther shareholder action.
(g) A transaction thatconstitutes a distribution is governed by G.S. 55‑6‑40 and not bythis section. (1925, c. 235; 1929, c. 269; 1939, c. 279; G.S., s. 55‑26;1955, c. 1371, s. 1; 1989, c. 265, s. 1.)
