§ 13.1-900. Sale of assets other than in regular course of business.
A. A corporation may sell, lease, exchange, or otherwise dispose of all, orsubstantially all, of its assets, with or without the good will, otherwisethan in the usual and regular course of business, on the terms and conditionsand for the consideration determined by the corporation's board of directors,if the board of directors adopts and its members approve the proposedtransaction.
B. Where there are members having voting rights, a disposition, other than adisposition described in § 13.1-899, shall be authorized in the followingmanner:
1. The board of directors shall adopt a resolution authorizing thedisposition. After adoption of such a resolution, the board of directorsshall submit the proposed disposition to the members for their approval. Theboard of directors shall also submit to the members a recommendation that themembers approve the proposed disposition, unless the board of directors makesa determination that because of conflicts of interest or other specialcircumstances it should not make such a recommendation, in which case theboard of directors shall transmit to the members the basis for thatdetermination.
2. The board of directors may condition its submission of the proposedtransaction on any basis.
3. The corporation shall notify each member, whether or not entitled to vote,of the proposed members' meeting in accordance with § 13.1-842. The noticeshall also state that the purpose, or one of the purposes, of the meeting isto consider the disposition and shall contain or be accompanied by a copy orsummary of the agreement pursuant to which the disposition will be effected.If only a summary of the agreement is sent to members, the corporation shallalso send a copy of the agreement to any member who requests it.
4. Unless the board of directors, acting pursuant to subdivision 2 of thissubsection, requires a greater vote, the disposition to be authorized shallbe approved by more than two-thirds of all the votes cast on the dispositionat a meeting at which a quorum exists. The articles of incorporation mayprovide for a greater or lesser vote than that provided for in thissubsection or a vote by separate voting groups so long as the vote providedfor is not less than a majority of all the votes cast on the disposition byeach voting group entitled to vote on the disposition at a meeting at which aquorum of the voting group exists.
5. Unless the parties to the disposition have agreed otherwise, after adisposition of assets has been approved by members, and at any time beforethe disposition has been consummated, it may be abandoned, subject to anycontractual rights, without further member action in accordance with theprocedure set forth in the resolution proposing the disposition or, if noneis set forth, by the board of directors.
C. For a transaction to be authorized where there are no members, or nomembers having voting rights, the proposed transaction shall be authorizedupon receiving the vote of a majority of the directors in office.
D. A disposition of assets in the course of dissolution under Article 13 (§13.1-902 et seq.) is not governed by this section.
(Code 1950, §§ 13-232, 13.1-246; 1956, c. 428; 1985, c. 522; 1991, c. 110;2007, c. 925.)
§ 13.1-900. Sale of assets other than in regular course of business.
A. A corporation may sell, lease, exchange, or otherwise dispose of all, orsubstantially all, of its assets, with or without the good will, otherwisethan in the usual and regular course of business, on the terms and conditionsand for the consideration determined by the corporation's board of directors,if the board of directors adopts and its members approve the proposedtransaction.
B. Where there are members having voting rights, a disposition, other than adisposition described in § 13.1-899, shall be authorized in the followingmanner:
1. The board of directors shall adopt a resolution authorizing thedisposition. After adoption of such a resolution, the board of directorsshall submit the proposed disposition to the members for their approval. Theboard of directors shall also submit to the members a recommendation that themembers approve the proposed disposition, unless the board of directors makesa determination that because of conflicts of interest or other specialcircumstances it should not make such a recommendation, in which case theboard of directors shall transmit to the members the basis for thatdetermination.
2. The board of directors may condition its submission of the proposedtransaction on any basis.
3. The corporation shall notify each member, whether or not entitled to vote,of the proposed members' meeting in accordance with § 13.1-842. The noticeshall also state that the purpose, or one of the purposes, of the meeting isto consider the disposition and shall contain or be accompanied by a copy orsummary of the agreement pursuant to which the disposition will be effected.If only a summary of the agreement is sent to members, the corporation shallalso send a copy of the agreement to any member who requests it.
4. Unless the board of directors, acting pursuant to subdivision 2 of thissubsection, requires a greater vote, the disposition to be authorized shallbe approved by more than two-thirds of all the votes cast on the dispositionat a meeting at which a quorum exists. The articles of incorporation mayprovide for a greater or lesser vote than that provided for in thissubsection or a vote by separate voting groups so long as the vote providedfor is not less than a majority of all the votes cast on the disposition byeach voting group entitled to vote on the disposition at a meeting at which aquorum of the voting group exists.
5. Unless the parties to the disposition have agreed otherwise, after adisposition of assets has been approved by members, and at any time beforethe disposition has been consummated, it may be abandoned, subject to anycontractual rights, without further member action in accordance with theprocedure set forth in the resolution proposing the disposition or, if noneis set forth, by the board of directors.
C. For a transaction to be authorized where there are no members, or nomembers having voting rights, the proposed transaction shall be authorizedupon receiving the vote of a majority of the directors in office.
D. A disposition of assets in the course of dissolution under Article 13 (§13.1-902 et seq.) is not governed by this section.
(Code 1950, §§ 13-232, 13.1-246; 1956, c. 428; 1985, c. 522; 1991, c. 110;2007, c. 925.)
§ 13.1-900. Sale of assets other than in regular course of business.
A. A corporation may sell, lease, exchange, or otherwise dispose of all, orsubstantially all, of its assets, with or without the good will, otherwisethan in the usual and regular course of business, on the terms and conditionsand for the consideration determined by the corporation's board of directors,if the board of directors adopts and its members approve the proposedtransaction.
B. Where there are members having voting rights, a disposition, other than adisposition described in § 13.1-899, shall be authorized in the followingmanner:
1. The board of directors shall adopt a resolution authorizing thedisposition. After adoption of such a resolution, the board of directorsshall submit the proposed disposition to the members for their approval. Theboard of directors shall also submit to the members a recommendation that themembers approve the proposed disposition, unless the board of directors makesa determination that because of conflicts of interest or other specialcircumstances it should not make such a recommendation, in which case theboard of directors shall transmit to the members the basis for thatdetermination.
2. The board of directors may condition its submission of the proposedtransaction on any basis.
3. The corporation shall notify each member, whether or not entitled to vote,of the proposed members' meeting in accordance with § 13.1-842. The noticeshall also state that the purpose, or one of the purposes, of the meeting isto consider the disposition and shall contain or be accompanied by a copy orsummary of the agreement pursuant to which the disposition will be effected.If only a summary of the agreement is sent to members, the corporation shallalso send a copy of the agreement to any member who requests it.
4. Unless the board of directors, acting pursuant to subdivision 2 of thissubsection, requires a greater vote, the disposition to be authorized shallbe approved by more than two-thirds of all the votes cast on the dispositionat a meeting at which a quorum exists. The articles of incorporation mayprovide for a greater or lesser vote than that provided for in thissubsection or a vote by separate voting groups so long as the vote providedfor is not less than a majority of all the votes cast on the disposition byeach voting group entitled to vote on the disposition at a meeting at which aquorum of the voting group exists.
5. Unless the parties to the disposition have agreed otherwise, after adisposition of assets has been approved by members, and at any time beforethe disposition has been consummated, it may be abandoned, subject to anycontractual rights, without further member action in accordance with theprocedure set forth in the resolution proposing the disposition or, if noneis set forth, by the board of directors.
C. For a transaction to be authorized where there are no members, or nomembers having voting rights, the proposed transaction shall be authorizedupon receiving the vote of a majority of the directors in office.
D. A disposition of assets in the course of dissolution under Article 13 (§13.1-902 et seq.) is not governed by this section.
(Code 1950, §§ 13-232, 13.1-246; 1956, c. 428; 1985, c. 522; 1991, c. 110;2007, c. 925.)
