§ 7-6-49 Sale, lease, exchange, ormortgage of assets. – A sale, lease, exchange, mortgage, pledge, or other disposition of all, orsubstantially all, the property and assets of a corporation may be made uponthe terms and conditions and for the consideration, which may consist in wholeor in part of money or property, real or personal, including shares of anycorporation for profit, domestic or foreign, that is authorized in thefollowing manner:
(1) If there are members entitled to vote on it, the board ofdirectors shall adopt a resolution recommending the sale, lease, exchange,mortgage, pledge, or other disposition and directing that it be submitted to avote at a meeting of members entitled to vote on it, which may be either anannual or a special meeting. Written notice stating that the purpose, or one ofthe purposes, of the meeting is to consider the sale, lease, exchange,mortgage, pledge, or other disposition of all, or substantially all, theproperty and assets of the corporation shall be given to each member entitledto vote at the meeting, within the time and in the manner provided by thischapter for the giving of notice of meetings of members. At the meeting themembers may authorize the sale, lease, exchange, mortgage, pledge, or otherdisposition and may fix, or may authorize the board of directors to fix, any orall of the terms and conditions of the disposition and the consideration to bereceived by the corporation for it. The authorization shall require at least amajority of the votes which members present at the meeting or represented byproxy are entitled to cast. After the authorization by a vote of members, theboard of directors, nevertheless, in its discretion, may abandon the sale,lease, exchange, mortgage, pledge, or other disposition of assets, subject tothe rights of third parties under any contracts relating to the disposition ofthe assets, without further action or approval by members.
(2) If there are no members, or no members entitled to voteon it, a sale, lease, exchange, mortgage, pledge, or other disposition of all,or substantially all, the property and assets of a corporation is authorizedupon receiving the vote of a majority of the directors in office.
§ 7-6-49 Sale, lease, exchange, ormortgage of assets. – A sale, lease, exchange, mortgage, pledge, or other disposition of all, orsubstantially all, the property and assets of a corporation may be made uponthe terms and conditions and for the consideration, which may consist in wholeor in part of money or property, real or personal, including shares of anycorporation for profit, domestic or foreign, that is authorized in thefollowing manner:
(1) If there are members entitled to vote on it, the board ofdirectors shall adopt a resolution recommending the sale, lease, exchange,mortgage, pledge, or other disposition and directing that it be submitted to avote at a meeting of members entitled to vote on it, which may be either anannual or a special meeting. Written notice stating that the purpose, or one ofthe purposes, of the meeting is to consider the sale, lease, exchange,mortgage, pledge, or other disposition of all, or substantially all, theproperty and assets of the corporation shall be given to each member entitledto vote at the meeting, within the time and in the manner provided by thischapter for the giving of notice of meetings of members. At the meeting themembers may authorize the sale, lease, exchange, mortgage, pledge, or otherdisposition and may fix, or may authorize the board of directors to fix, any orall of the terms and conditions of the disposition and the consideration to bereceived by the corporation for it. The authorization shall require at least amajority of the votes which members present at the meeting or represented byproxy are entitled to cast. After the authorization by a vote of members, theboard of directors, nevertheless, in its discretion, may abandon the sale,lease, exchange, mortgage, pledge, or other disposition of assets, subject tothe rights of third parties under any contracts relating to the disposition ofthe assets, without further action or approval by members.
(2) If there are no members, or no members entitled to voteon it, a sale, lease, exchange, mortgage, pledge, or other disposition of all,or substantially all, the property and assets of a corporation is authorizedupon receiving the vote of a majority of the directors in office.
§ 7-6-49 Sale, lease, exchange, ormortgage of assets. – A sale, lease, exchange, mortgage, pledge, or other disposition of all, orsubstantially all, the property and assets of a corporation may be made uponthe terms and conditions and for the consideration, which may consist in wholeor in part of money or property, real or personal, including shares of anycorporation for profit, domestic or foreign, that is authorized in thefollowing manner:
(1) If there are members entitled to vote on it, the board ofdirectors shall adopt a resolution recommending the sale, lease, exchange,mortgage, pledge, or other disposition and directing that it be submitted to avote at a meeting of members entitled to vote on it, which may be either anannual or a special meeting. Written notice stating that the purpose, or one ofthe purposes, of the meeting is to consider the sale, lease, exchange,mortgage, pledge, or other disposition of all, or substantially all, theproperty and assets of the corporation shall be given to each member entitledto vote at the meeting, within the time and in the manner provided by thischapter for the giving of notice of meetings of members. At the meeting themembers may authorize the sale, lease, exchange, mortgage, pledge, or otherdisposition and may fix, or may authorize the board of directors to fix, any orall of the terms and conditions of the disposition and the consideration to bereceived by the corporation for it. The authorization shall require at least amajority of the votes which members present at the meeting or represented byproxy are entitled to cast. After the authorization by a vote of members, theboard of directors, nevertheless, in its discretion, may abandon the sale,lease, exchange, mortgage, pledge, or other disposition of assets, subject tothe rights of third parties under any contracts relating to the disposition ofthe assets, without further action or approval by members.
(2) If there are no members, or no members entitled to voteon it, a sale, lease, exchange, mortgage, pledge, or other disposition of all,or substantially all, the property and assets of a corporation is authorizedupon receiving the vote of a majority of the directors in office.
