IC 23-17-20
    Chapter 20. Sale of Assets

IC 23-17-20-1
Disposal and encumbrance of property
    Sec. 1. (a) A corporation may, on the terms and conditions and forthe consideration determined by the board of directors, do thefollowing:
        (1) Sell, lease, exchange, or otherwise dispose of all, orsubstantially all, of the corporation's property in the usual andregular course of the corporation's activities.
        (2) Mortgage, pledge, dedicate to the repayment ofindebtedness, with or without recourse, or otherwise encumberthe corporation's property whether or not in the usual andregular course of the corporation's activities.
    (b) Unless articles of incorporation require approval of themembers or any other person of a transaction described in subsection(a) is not required.
As added by P.L.179-1991, SEC.1.

IC 23-17-20-2
Disposal of property other than in usual or regular course ofbusiness; authorization; abandonment of transactions
    Sec. 2. (a) A corporation may sell, lease, exchange, or otherwisedispose of all, or substantially all, of the corporation's property, withor without the goodwill, other than in the usual and regular course ofthe corporation's activities on the terms and conditions and for theconsideration determined by the corporation's board of directors ifthe proposed transaction is authorized by subsection (b).
    (b) Unless this article, articles of incorporation, bylaws, a boardof directors, or members acting under subsection (d) require a greatervote or voting by class, a proposed transaction to be authorized mustbe approved as follows:
        (1) By the board of directors.
        (2) By the members by a majority of the votes cast.
        (3) In writing by a person whose approval is required by articlesof incorporation authorized under IC 23-17-17-1 for anamendment to the articles of incorporation or bylaws.
    (c) If a corporation does not have members, the transaction mustbe approved by a vote of a majority of the directors in office at thetime the transaction is approved. In addition, the corporation shallprovide notice of a directors meeting at which the approval is to beobtained under IC 23-17-15-3. The notice must state that the purposeof the meeting is to consider the sale, lease, exchange, or otherdisposition of all, or substantially all, of the property or assets of thecorporation and contain or be accompanied by a copy or summary ofa description of the transaction.
    (d) Unless articles of incorporation provide otherwise, a proposedtransaction must be initiated by a board of directors. The board ofdirectors may condition the board's submission of the proposed

transaction on receipt of a higher percentage of the members ofaffirmative votes or on any other basis.
    (e) If a corporation seeks to have a transaction approved by themembers at a membership meeting, the corporation shall give noticeto the members of the proposed membership meeting underIC 23-17-10-5. The notice must state that the purpose of the meetingis to consider the sale, lease, exchange, or other disposition of all, orsubstantially all, of the property or assets of the corporation andcontain or be accompanied by a copy or summary of a description ofthe transaction.
    (f) If a board of directors seeks to have a transaction approved bythe members by written consent or written ballot, the materialsoliciting the approval must contain or be accompanied by a copy orsummary of a description of the transaction.
    (g) After a sale, a lease, an exchange, or other disposition ofproperty is authorized, the transaction may be abandoned subject toany contractual rights without further action by the members or aperson who approved the transaction:
        (1) in accordance with the procedure in the resolution proposingthe transaction; or
        (2) if a procedure is not set forth, in the manner determined bythe board of directors.
As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992,SEC.128; P.L.96-1993, SEC.14.