17-6801.   Sale, lease or exchange of assets;consideration; procedure; abandonment of proposed sale, lease orexchange.(a) Every corporation at any meeting of its board of directors may sell, leaseor exchange all or substantially all of its property and assets, including itsgood will and its corporate franchises, upon such terms and conditions and forsuch consideration, which may consist in whole or in part of money or otherproperty, including shares of stock in, or other securities of, or both, anyother corporation or corporations, as its board of directors deems expedientand for the best interests of the corporation, when and as authorized by aresolution adopted by a majority of the outstanding stock of the corporationentitled to vote thereon or, in the case of non-stock corporations, by amajority of the members thereof entitled to vote thereon, at a meeting thereofduly called upon at least 20 days' notice. The notice of the meeting shallstate that such a resolution will be considered.

      (b)   Notwithstanding authorization or consent to a proposed sale, lease orexchange of a corporation's property and assets pursuant to subsection (a), theboard of directors may abandon such proposed sale, lease or exchange withoutfurther action by the stockholders or members, as the case may be, subject tothe rights, if any, of third parties under any contract relating thereto.

      History:   L. 1972, ch. 52, § 91;L. 1973, ch. 100, § 10;L. 2004, ch. 143, § 57; Jan. 1, 2005.