10-1202

10-1202. Sale of assets other than in regular
course of business

A. On the terms and conditions and for the consideration determined by the
corporation's board of directors, a corporation may sell, lease, exchange or otherwise
dispose of all or substantially all of its property, with or without the goodwill, other
than in the usual and regular course of business, if the board of directors proposes and
its shareholders approve the proposed transaction.

B. For a transaction to be authorized:

1. The board of directors shall recommend the proposed transaction to the
shareholders unless the board of directors determines that because of conflict of
interest or other special circumstances it should make no recommendation and communicates
the basis for its determination to the shareholders with the submission of the proposed
transaction.

2. The shareholders entitled to vote shall approve the transaction.

C. The board of directors may condition its submission of the proposed transaction
on any basis.

D. The corporation shall notify each shareholder, whether or not entitled to vote,
of the proposed shareholders' meeting in accordance with section 10-705. The notice
shall also state that the purpose or one of the purposes of the meeting is to consider
the sale, lease, exchange or other disposition of all or substantially all of the
property of the corporation and shall contain or be accompanied by a description of the
transaction.

E. Unless the articles of incorporation or the board of directors, acting pursuant
to subsection C of this section, requires a greater vote or a vote by voting groups, a
majority of all of the votes entitled to be cast on the transaction shall approve the
transaction to be authorized.

F. After any sale, lease, exchange or other disposition of property is authorized,
the transaction may be abandoned, subject to any contractual rights, without further
shareholder action.

G. A transaction that constitutes a distribution is governed by section 10-640 and
not by this section.