§414D-222  Sale of assets other than in
regular 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 of
its activities on the terms and conditions and for the consideration determined
by the corporation's board if the proposed transaction is authorized by
subsection (b).



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



(1)  By the board;



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



(3)  In writing by any person or persons whose
approval is required by a provision of the articles authorized by section
414D-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 in
office at the time the transaction is approved.  In addition, the corporation
shall provide notice of any directors' meeting at which the approval is to be
obtained in accordance with section 414D-145(c).  The notice must 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 or assets of the corporation and contain or be accompanied by a
copy or summary of a description of the transaction.



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



(e)  If the corporation seeks to have the
transaction approved by the members at a membership meeting, the corporation
shall give notice to its members of the proposed membership meeting in
accordance with section 414D-105.  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 or
assets of the corporation and contain or be accompanied by a copy or summary of
a description of the transaction.



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



(g)  After a sale, lease, exchange, or other
disposition of property is authorized, the transaction may be abandoned
(subject to any contractual rights), without further action by the members or
any other person who approved the transaction in accordance with the procedure
set 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 other
disposition of the property of a corporation shall not be deemed to be the
sale, lease, exchange, or other disposition of all or substantially all the
property of the corporation if the corporation is retaining sufficient property
to continue one or more significant business segments or lines of the
corporation after the sale, lease, exchange, or other disposition. 
Furthermore, the business segments or lines retained must not be only temporary
operations or merely a pretext to avoid members' rights which might otherwise
arise under this chapter.



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