§414D-222  Sale of assets other than inregular course of activities.  (a)  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 ofits activities on the terms and conditions and for the consideration determinedby the corporation's board if the proposed transaction is authorized bysubsection (b).

(b)  Unless this chapter, the articles, thebylaws, or the board of directors or members (acting pursuant to subsection(d)) require a greater vote or voting by class, the proposed transaction to beauthorized must be approved:

(1)  By the board;

(2)  By the members by two-thirds of the votes cast ora majority of the voting power, whichever is less; and

(3)  In writing by any person or persons whoseapproval is required by a provision of the articles authorized by section414D-188 for an amendment to the articles or bylaws.

(c)  If the corporation does not have members,the transaction must be approved by a vote of a majority of the directors inoffice at the time the transaction is approved.  In addition, the corporationshall provide notice of any directors' meeting at which the approval is to beobtained in accordance with section 414D-145(c).  The notice must also statethat the purpose, or one of the purposes, of the meeting is to consider thesale, lease, exchange, or other disposition of all, or substantially all, ofthe property or assets of the corporation and contain or be accompanied by acopy or summary of a description of the transaction.

(d)  The board may condition its submission ofthe proposed transaction, and the members may condition their approval of thetransaction, on receipt of a higher percentage of affirmative votes or on anyother basis.

(e)  If the corporation seeks to have thetransaction approved by the members at a membership meeting, the corporationshall give notice to its members of the proposed membership meeting inaccordance with section 414D-105.  The notice shall also state that thepurpose, 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 orassets of the corporation and contain or be accompanied by a copy or summary ofa description of the transaction.

(f)  If the board needs to have the transactionapproved by the members by written consent or written ballot, the materialsoliciting the approval shall contain or be accompanied by a copy or summary ofa description of the transaction.

(g)  After a sale, lease, exchange, or otherdisposition of property is authorized, the transaction may be abandoned(subject to any contractual rights), without further action by the members orany other person who approved the transaction in accordance with the procedureset forth in the resolution proposing the transaction or, if none is set forth,in the manner determined by the board of directors.

(h)  A sale, lease, exchange, or otherdisposition of the property of a corporation shall not be deemed to be thesale, lease, exchange, or other disposition of all or substantially all theproperty of the corporation if the corporation is retaining sufficient propertyto continue one or more significant business segments or lines of thecorporation after the sale, lease, exchange, or other disposition. Furthermore, the business segments or lines retained must not be only temporaryoperations or merely a pretext to avoid members' rights which might otherwisearise under this chapter.

(i)  A public benefit corporation shall givewritten notice to the attorney general twenty days before it sells, leases,exchanges, or otherwise disposes of all, or substantially all, of its propertyif the transaction is not in the regular course of its activities, unless theattorney general has given the corporation a written waiver of this subsection.[L 2001, c 105, pt of §1; am L 2004, c 171, §9]