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REGULATORY BODY: Attorney General

STATUTE TEXT: Except for an agreement or transaction subject to Section 5914 or 5920, a corporation shall give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of all or substantially all of its assets unless the transaction is in the usual and regular course of its activities or unless the Attorney General has given the corporation a written waiver of this section as to the proposed transaction. This section shall not apply to a public benefit corporation that is exempt from the supervisory authority of the Attorney General pursuant to Sections 12581 and 12583 of the Government Code by virtue of being a committee, as defined in Section 82013 of the Government Code, that is required to and does file any statement pursuant to the provisions of Article 2 (commencing with Section 84200) of Chapter 4 of Title 9 of the Government Code. (Amended by Stats. 2011, Ch. 442, Sec. 7. (AB 1211) Effective January 1, 2012.)

NOTES: Pub. Benefit Corp - Cal. Corp Code § 5913; Mutual Benefit Corp - Cal. Corp. Code § 7913; Rel. Corp - Cal. Corp. Code § 9633

REGULATORY BODY: Attorney General

STATUTE TEXT: A corporation holding assets in charitable trust must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of any or all of the assets held in trust unless the Attorney General has given the corporation a written waiver of this section as to the proposed transaction. (Added by Stats. 1978, Ch. 567.)

NOTES: Pub. Benefit Corp - Cal. Corp Code § 5913; Mutual Benefit Corp - Cal. Corp. Code § 7913; Rel. Corp - Cal. Corp. Code § 9633

REGULATORY BODY: Attorney General

STATUTE TEXT: A corporation must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of all or substantially all of its assets unless the Attorney General has given the corporation a written waiver of this section as to the proposed transaction. (Added by Stats. 1979, Ch. 724.)

NOTES: Pub. Benefit Corp - Cal. Corp Code § 5913; Mutual Benefit Corp - Cal. Corp. Code § 7913; Rel. Corp - Cal. Corp. Code § 9633

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) 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) of this Code section. (b) Unless this chapter, the articles, the bylaws, or the board of directors or members (acting pursuant to subsection (d) of this Code section) 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 Code Section 14-3-1030 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 such approval is to be obtained in accordance with subsection (b) of Code Section 14-3-822. 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 Code Section 14-3-705. 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. (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) A corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302 must give written notice to the Attorney General 30 days before it sells, leases, exchanges, or otherwise disposes of all, or substantially all, of its property if the transaction is not in the usual and regular course of its activities, unless said transaction is with another corporation described in paragraph (2) of subsection (a) of Code Section 14-3-1302. (h) 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.

NOTES: Ga. Code Ann., § 14-3-1202

REGULATORY BODY: Attorney General

STATUTE TEXT: ss414D-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 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 business 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 ss1; am L 2004, c 171, ss9; am L 2011, c 37, ss15; am L 2019, c 65, ss6]

NOTES: Pub. Benefit Corp, H.R.S. § 414D-222

REGULATORY BODY: Other

STATUTE TEXT: (a) If a charitable or religious corporation is or is about to be dissolved, or for any reason it is impracticable or inexpedient to continue the corporationis activities, a circuit court may order the disposition of corporate property that: (1) Is not needed to pay the corporationis debts; and (2) (i) Is not subject to valid requirements for its return to the donor or the donoris successor in interest by reason of the cessation of corporate activities; or (ii) Is not claimed by the donor or the donoris successor in interest after receiving the notice provided for in subsection (b) of this section. (b) Notice of the substance and purpose of the complaint or petition shall be given to the donor of the property or the donoris successor in interest by personal service or by publication in the manner the court directs. (c) To the extent possible, the court shall direct or provide for the transfer of the corporationis property to another corporation or association having a similar or analogous character or purpose, or associated or connected with the corporation. (d) The intent of this section is that the circuit court may exercise the judicial power of cy-pres to fulfill, despite a change in circumstances, the general intention of the donor of the property for the use of the gift.

NOTES: MD Code, Corporations and Associations, § 5-209 (charitable and religious orgs: circuit court may direct sale)

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: M.G.L.A. 180 § 8A(c)

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Nonprofit Hospitals must give notice to Commissioner of Public Health- M.G.L.A. 180 § 8A(d)(1)

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: M.C.L. 14.251

REGULATORY BODY: Attorney General

STATUTE TEXT: 317A.811 NOTICE TO ATTORNEY GENERAL; WAITING PERIOD. Subdivision 1. When required. (a) Except as provided in subdivision 6, the following corporations shall notify the attorney general of their intent to dissolve, merge, consolidate, or convert, or to transfer all or substantially all of their assets: (1) a corporation that holds assets for a charitable purpose as defined in section 501B.35, subdivision 2; or (2) a corporation that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. (b) The notice must include: (1) the purpose of the corporation that is giving the notice; (2) a list of assets owned or held by the corporation for charitable purposes; (3) a description of restricted assets and purposes for which the assets were received; (4) a description of debts, obligations, and liabilities of the corporation; (5) a description of tangible assets being converted to cash and the manner in which they will be sold; (6) anticipated expenses of the transaction, including attorney fees; (7) a list of persons to whom assets will be transferred, if known, or the name of the converted organization; (8) the purposes of persons receiving the assets or of the converted organization; and (9) the terms, conditions, or restrictions, if any, to be imposed on the transferred or converted assets. The notice must be signed on behalf of the corporation by an authorized person. Subd. 2. Restriction on transfers. Subject to subdivision 3, a corporation described in subdivision 1 may not transfer or convey assets as part of a dissolution, merger, consolidation, or transfer of assets under section 317A.661, and it may not convert until 45 days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. Subd. 3. Extension of waiting period. The attorney general may extend the waiting period under subdivision 2 for one additional 30-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended. Subd. 4. Notice after transfer. When all or substantially all of the assets of a corporation described in subdivision 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received. Subd. 5. Effect. Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action. Subd. 6. Exception. Subdivisions 1 to 4 do not apply to a merger with, consolidation into, conversion into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. A corporation that is exempt under this subdivision shall send a copy of the certificate of merger, certificate of consolidation and incorporation, or certificate of conversion to the attorney general. History: 1989 c 304 s 118; 1990 c 488 s 36-38; 2017 c 17 s 16-18

NOTES: M.S.A. § 317A.811

REGULATORY BODY: Attorney General

STATUTE TEXT: Effective 01 Jul 1995, see footnote 355.656. Approval required, certain transactions. o 1. 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 2 of this section. 2. Unless this chapter, the articles, bylaws, or the board of directors or members, acting pursuant to subsection 4 of this section, 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 355.606 for an amendment to the articles or bylaws. 3. 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 such approval is to be obtained in accordance with subsection 3 of section 355.386. 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. 4. 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. 5. 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 355.251. 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. 6. If the board seeks to have the transaction approved by the members by written consent or written ballot, the material soliciting approval shall contain or be accompanied by a copy or summary of a description of the transaction. 7. A public benefit corporation must give written notice to the attorney general twenty days before it sells, exchanges, or otherwise disposes of all, or substantially all, of its property. 8. 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. ——– (L. 1994 H.B. 1095) Effective 7-01-95

NOTES: Public benefit corporations must give notice to the Attorney General, V.A.M.S. § 355.656

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: M.C.A. § 35-2-617(7)

REGULATORY BODY: Attorney General

STATUTE TEXT: (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 corporationis board if the proposed transaction is authorized by subsection (b) of this section. Terms Used In Nebraska Statutes 21-19,126Action: shall include any proceeding in any court of this state. See Nebraska Statutes 49-801Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Attorney: shall mean attorney at law. See Nebraska Statutes 49-801Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCCPerson: shall include bodies politic and corporate, societies, communities, the public generally, individuals, partnerships, limited liability companies, joint-stock companies, and associations. See Nebraska Statutes 49-801State: when applied to different states of the United States shall be construed to extend to and include the District of Columbia and the several territories organized by Congress. See Nebraska Statutes 49-801 (b) Unless the Nebraska Nonprofit Corporation Act, the articles, or bylaws or the board of directors or members (acting pursuant to subsection (d) of this section) 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 21-19,116 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 directorsi meeting at which such approval is to be obtained in accordance with subsection (c) of section 21-1982 . 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 21-1955 . 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. (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) A public benefit or religious corporation must 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 usual and regular course of its activities unless the Attorney General has given the corporation a written waiver of this subsection. (h) 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. Source Laws 1996, LB 681, ss 126.

NOTES: Neb. Rev. Stat. § 21-19,126

REGULATORY BODY: Attorney General

STATUTE TEXT: 292:29 Disposition of Corporate Assets. n I. Any corporation whose charter is repealed, revoked and annulled pursuant to this subdivision shall, nevertheless, continue as a body corporate for the term of 3 years from the date such charter is repealed, revoked and annulled for the purpose of presenting and defending suits by or against it and of closing and settling its concerns and distributing its assets, including the disposition and transfer of all corporate assets and property, subject to paragraphs II and III. II. For the purpose of any suit or action by or against any such corporation, pending at the end of said term of 3 years, such corporation shall continue as a body corporate until 90 days after final judgment or decree in such suit or action. III. The superior court may at any time when it shall be made to appear, upon the petition of any interested party, that the protection of proprietary or other rights requires the doing of any act or thing by or in behalf of any such corporation, order the doing of such acts or things, and for this purpose may appoint and authorize an agent to act for and in the name of such corporation, and any action so ordered and done shall be effective corporate action. The probate court shall have concurrent jurisdiction with the superior court to grant relief in the case of petitions involving charitable corporations brought under this section. The attorney general shall be notified and given an opportunity to be heard in all cases involving charitable corporations. IV. All corporate assets and property are to be disposed of in accordance with the provisions for dissolution as set forth in the articles of agreement, the bylaws, and in accordance with RSA 292:8 and 292:9. Source. 1975, 95:1. 1991, 261:12, 13. 1992, 284:6, eff. Jan. 1, 1993.

NOTES: N.H. Rev. Stat. § 292:29

REGULATORY BODY: Other

STATUTE TEXT: 292:29 Disposition of Corporate Assets. n I. Any corporation whose charter is repealed, revoked and annulled pursuant to this subdivision shall, nevertheless, continue as a body corporate for the term of 3 years from the date such charter is repealed, revoked and annulled for the purpose of presenting and defending suits by or against it and of closing and settling its concerns and distributing its assets, including the disposition and transfer of all corporate assets and property, subject to paragraphs II and III. II. For the purpose of any suit or action by or against any such corporation, pending at the end of said term of 3 years, such corporation shall continue as a body corporate until 90 days after final judgment or decree in such suit or action. III. The superior court may at any time when it shall be made to appear, upon the petition of any interested party, that the protection of proprietary or other rights requires the doing of any act or thing by or in behalf of any such corporation, order the doing of such acts or things, and for this purpose may appoint and authorize an agent to act for and in the name of such corporation, and any action so ordered and done shall be effective corporate action. The probate court shall have concurrent jurisdiction with the superior court to grant relief in the case of petitions involving charitable corporations brought under this section. The attorney general shall be notified and given an opportunity to be heard in all cases involving charitable corporations. IV. All corporate assets and property are to be disposed of in accordance with the provisions for dissolution as set forth in the articles of agreement, the bylaws, and in accordance with RSA 292:8 and 292:9. Source. 1975, 95:1. 1991, 261:12, 13. 1992, 284:6, eff. Jan. 1, 1993.

NOTES: Jurisdiction of Court - N.H. Rev. Stat. § 292:29

REGULATORY BODY: Attorney General

STATUTE TEXT: ss 510. Disposition of all or substantially all assets. (a) A sale, lease, exchange or other disposition of all, or substantially all, the assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of cash or other property, real or personal, including shares, bonds or other securities of any other domestic or foreign corporation or corporations of any kind, as may be authorized in accordance with the following procedure: (1) If there are members entitled to vote thereon, the board shall adopt a resolution recommending such sale, lease, exchange or other disposition. The resolution shall specify the terms and conditions of the proposed transaction, including the consideration to be received by the corporation and the eventual disposition to be made of such consideration, together with a statement that the dissolution of the corporation is or is not contemplated thereafter. The resolution shall be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Notice of the meeting shall be given to each member and each holder of subvention certificates or bonds of the corporation, whether or not entitled to vote. At such meeting by two-thirds vote as provided in paragraph (c) of section 613 (Vote of members) the members may approve the proposed transaction according to the terms of the resolution of the board, or may approve such sale, lease, exchange or other disposition and may authorize the board to modify the terms and conditions thereof. (2) If there are no members entitled to vote thereon, such sale, lease, exchange or other disposition shall be authorized by the vote of at least two-thirds of the entire board, provided that if there are twenty-one or more directors, the vote of a majority of the entire board shall be sufficient. (3) If the corporation is, or would be if formed under this chapter, classified as a charitable corporation under section 201 (Purposes) such sale, lease, exchange or other disposition shall in addition require approval of the attorney general or the supreme court in the judicial district or of the county court of the county in which the corporation has its office or principal place of carrying out the purposes for which it was formed in accordance with section 511 (Petition for court approval) or section 511-a (Petition for attorney general approval) of this article. (b) After such authorization the board in its discretion may abandon such sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contract relating thereto, without further action or approval. (a) A sale, lease, exchange or other disposition of all, or substantially all, the assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of cash or other property, real or personal, including shares, bonds or other securities of any other domestic or foreign corporation or corporations of any kind, as may be authorized in accordance with the following procedure: (1) If there are members entitled to vote thereon, the board shall adopt a resolution recommending such sale, lease, exchange or other disposition. The resolution shall specify the terms and conditions of the proposed transaction, including the consideration to be received by the corporation and the eventual disposition to be made of such consideration, together with a statement that the dissolution of the corporation is or is not contemplated thereafter. The resolution shall be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Notice of the meeting shall be given to each member and each holder of subvention certificates or bonds of the corporation, whether or not entitled to vote. At such meeting by two-thirds vote as provided in paragraph (c) of section 613 (Vote of members) the members may approve the proposed transaction according to the terms of the resolution of the board, or may approve such sale, lease, exchange or other disposition and may authorize the board to modify the terms and conditions thereof. (2) If there are no members entitled to vote thereon, such sale, lease, exchange or other disposition shall be authorized by the vote of at least two-thirds of the entire board, provided that if there are twenty-one or more directors, the vote of a majority of the entire board shall be sufficient. (3) If the corporation is, or would be if formed under this chapter, classified as a charitable corporation under section 201 (Purposes) such sale, lease, exchange or other disposition shall in addition require approval of the attorney general or the supreme court in the judicial district or of the county court of the county in which the corporation has its office or principal place of carrying out the purposes for which it was formed in accordance with section 511 (Petition for court approval) or section 511-a (Petition for attorney general approval) of this article. (b) After such authorization the board in its discretion may abandon such sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contract relating thereto, without further action or approval.

NOTES: N-PCL §§ 510, 511 and 511-a; Relig. Corp. Law § 12

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: N-PCL §§ 510, 511 and 511-a; Relig. Corp. Law § 12

REGULATORY BODY: Other

STATUTE TEXT: ss 510. Disposition of all or substantially all assets. (a) A sale, lease, exchange or other disposition of all, or substantially all, the assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of cash or other property, real or personal, including shares, bonds or other securities of any other domestic or foreign corporation or corporations of any kind, as may be authorized in accordance with the following procedure: (1) If there are members entitled to vote thereon, the board shall adopt a resolution recommending such sale, lease, exchange or other disposition. The resolution shall specify the terms and conditions of the proposed transaction, including the consideration to be received by the corporation and the eventual disposition to be made of such consideration, together with a statement that the dissolution of the corporation is or is not contemplated thereafter. The resolution shall be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Notice of the meeting shall be given to each member and each holder of subvention certificates or bonds of the corporation, whether or not entitled to vote. At such meeting by two-thirds vote as provided in paragraph (c) of section 613 (Vote of members) the members may approve the proposed transaction according to the terms of the resolution of the board, or may approve such sale, lease, exchange or other disposition and may authorize the board to modify the terms and conditions thereof. (2) If there are no members entitled to vote thereon, such sale, lease, exchange or other disposition shall be authorized by the vote of at least two-thirds of the entire board, provided that if there are twenty-one or more directors, the vote of a majority of the entire board shall be sufficient. (3) If the corporation is, or would be if formed under this chapter, classified as a charitable corporation under section 201 (Purposes) such sale, lease, exchange or other disposition shall in addition require approval of the attorney general or the supreme court in the judicial district or of the county court of the county in which the corporation has its office or principal place of carrying out the purposes for which it was formed in accordance with section 511 (Petition for court approval) or section 511-a (Petition for attorney general approval) of this article. (b) After such authorization the board in its discretion may abandon such sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contract relating thereto, without further action or approval. (a) A sale, lease, exchange or other disposition of all, or substantially all, the assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of cash or other property, real or personal, including shares, bonds or other securities of any other domestic or foreign corporation or corporations of any kind, as may be authorized in accordance with the following procedure: (1) If there are members entitled to vote thereon, the board shall adopt a resolution recommending such sale, lease, exchange or other disposition. The resolution shall specify the terms and conditions of the proposed transaction, including the consideration to be received by the corporation and the eventual disposition to be made of such consideration, together with a statement that the dissolution of the corporation is or is not contemplated thereafter. The resolution shall be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Notice of the meeting shall be given to each member and each holder of subvention certificates or bonds of the corporation, whether or not entitled to vote. At such meeting by two-thirds vote as provided in paragraph (c) of section 613 (Vote of members) the members may approve the proposed transaction according to the terms of the resolution of the board, or may approve such sale, lease, exchange or other disposition and may authorize the board to modify the terms and conditions thereof. (2) If there are no members entitled to vote thereon, such sale, lease, exchange or other disposition shall be authorized by the vote of at least two-thirds of the entire board, provided that if there are twenty-one or more directors, the vote of a majority of the entire board shall be sufficient. (3) If the corporation is, or would be if formed under this chapter, classified as a charitable corporation under section 201 (Purposes) such sale, lease, exchange or other disposition shall in addition require approval of the attorney general or the supreme court in the judicial district or of the county court of the county in which the corporation has its office or principal place of carrying out the purposes for which it was formed in accordance with section 511 (Petition for court approval) or section 511-a (Petition for attorney general approval) of this article. (b) After such authorization the board in its discretion may abandon such sale, lease, exchange or other disposition of assets, subject to the rights of third parties under any contract relating thereto, without further action or approval.

NOTES: Can petition for court approval rather than AG, still governed by N-PCL §§ 510, 511 and 511-a

REGULATORY BODY: Attorney General

STATUTE TEXT: 55A-12-02. 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 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 of directors if the proposed transaction is authorized by subsection (b) of this section.(b) Unless this Chapter, the articles of incorporation, bylaws, or the board of directors or members (acting pursuant to subsection (d) of this section) require a greater vote or voting by class, the proposed transaction to be authorized shall be approved:(1) By the board;(2) By the members entitled to vote thereon by two-thirds of the votes cast or a majority of the votes entitled to be cast on the proposed transaction, whichever is less; and(3) In writing by any person or persons whose approval is required by a provision of the articles of incorporation authorized by G.S. 55A-10-30 for an amendment to the articles of incorporation or bylaws.(c) If the corporation does not have members entitled to vote thereon, the transaction shall be approved by a vote of a majority of the directors then in office. The corporation shall provide at least five days’ written notice of any directors’ meeting at which such approval will be considered. The notice shall 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 description of the transaction.(d) The board may condition its approval of the proposed transaction, and the members entitled to vote thereon 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 entitled to vote thereon at a membership meeting, the corporation shall give notice of the membership meeting to those members in accordance with G.S. 55A-7-05. The notice shall 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 description of the transaction.(f) If the board seeks to have the transaction approved by the members entitled to vote thereon by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a description of the transaction.(g) A charitable or religious corporation shall give written notice to the Attorney General 30 days before it sells, leases, exchanges, or otherwise disposes of all, or a majority of, its property if the transaction is not in the usual and regular course of its activities unless the Attorney General has given the corporation a written waiver of this subsection. This notice shall include all the information the Attorney General determines is required for a complete review of the proposed transaction. The Attorney General may require an additional 30-day period to review the proposed transaction by providing written notice to the charitable or religious corporation prior to the expiration of the initial notice period. During this 30-day period, the transaction may not be finalized.(h) 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. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s. 40; 1993, c. 398, s. 1; 1999-204, s. 2.)

NOTES: Charitable or religious corporations must give notice to the AG, N.C.G.S.A. § 55A-12-02

REGULATORY BODY: Attorney General

STATUTE TEXT: 1.Except as provided in subsection 7, the following corporations shall notify the attorney general of their intent to dissolve, merge, or consolidate, or to transfer all or substantially all of their assets:a.A corporation that holds assets for a charitable purpose.b.A corporation that is exempt under section 501(c)(3) of the Internal Revenue Code.2.The notice must be signed on behalf of the corporation by an authorized person and must include:a.The purpose of the corporation that is giving the notice;b.A list of assets owned or held by the corporation for charitable purposes;c.A description of restricted assets and purposes for which the assets were received;d.A description of debts, obligations, and liabilities of the corporation;e.A description of tangible assets being converted to cash and the manner in which they will be sold;f.Anticipated expenses of the transaction, including attorney’s fees;g.A list of persons to whom assets will be transferred, if known;h.The purposes of persons receiving the assets; andi.The terms, conditions, or restrictions, if any, to be imposed on the transferred assets.3.Subject to subsection 4, a corporation described in subsection 1 may not transfer or convey assets as part of a dissolution, merger, or consolidation, or transfer of assets under section 10-33-94 until forty-five days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. 4.The attorney general may extend the waiting period under subsection 3 for one additional thirty-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended.5.When all or substantially all of the assets of a corporation described in subsection 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received.6.Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action.7.Subsections 1 through 5 do not apply to a merger with, consolidation into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section. A corporation that is exempt under this subsection shall send a copy of the certificate of merger or certificate of consolidation and incorporation to the attorney general.

NOTES: N.D.C.C. 10-33-122

REGULATORY BODY: Attorney General

STATUTE TEXT: (A) (1) Unless the articles or the regulations, or the terms of any trust on which the corporation holds any particular property, otherwise provide, a lease, sale, exchange, transfer, or other disposition of any assets of a mutual benefit corporation may be made without the necessity of procuring authorization from the court under section 1715.39 of the Revised Code, upon the terms and for the consideration, which may consist, in whole or in part, of money or other property, including shares or other securities or promissory obligations of any business corporation, domestic or foreign, that may be authorized by the directors, except that a lease, sale, exchange, transfer, or other disposition of all, or substantially all, the assets may be made only when that transaction is also authorized (either before or after authorization by the directors) by the voting members present in person , by the use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, by the affirmative vote of a majority of the voting members present as described in this division, if a quorum is present, or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members of any particular class that is required by the articles or the regulations. Notice of the meeting of the members shall be given to all members entitled to vote at the meeting. Such notice shall be accompanied by a copy or summary of the terms of that transaction. (2) For purposes of division (A)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (B) (1) A public benefit corporation may not dispose of its assets with value equal to more than fifty per cent of the fair market value of the net tangible and intangible assets, including goodwill, of the corporation over a period of thirty-six consecutive months in a transaction or series of transactions, including the lease, sale, exchange, transfer, or other disposition of those assets, that are outside the ordinary course of its business or that are not in accordance with the purpose or purposes for which the corporation was organized, as set forth in its articles or the terms of any trust on which the corporation holds such assets, unless one or more of the following apply: (a) The transaction has received the prior approval of the court of common pleas of the county in this state in which the principal office of the corporation is located, in a proceeding of which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right. (b) (i) The corporation has provided written notice of the proposed transaction, including a copy or summary of the terms of such transaction, at least twenty days before consummation of the lease, sale, exchange, transfer, or other disposition of the assets, to the attorney general’s charitable law section and to the members of the corporation, and the proposed transaction has been approved by the voting members present in person , by the use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, by the affirmative vote of a majority of the voting members present as described in this division, if a quorum is present, or, if the articles or regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and if the articles or regulations require, by the affirmative vote of the voting members of any particular class. (ii) For purposes of division (B)(1)(b)(i) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (c) The transaction is in accordance with the purpose or purposes for which the corporation was organized, as set forth in its articles or the terms of any trust on which the corporation holds the assets, and the lessee, purchaser, or transferee of the assets is also a public benefit corporation or a foreign corporation that would qualify under the Revised Code as a public benefit corporation. (2) The attorney general may require, pursuant to section 109.24 of the Revised Code, the production of the documents necessary for review of a proposed transaction under division (B)(1) of this section. The attorney general may retain, at the expense of the public benefit corporation, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed transaction under division (B)(1) of this section. (C) The attorney general may institute a civil action to enforce the requirements of division (B)(1) of this section in the court of common pleas of the county in this state in which the principal office of the corporation is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies. (D) The corporation by its directors may abandon the proposed lease, sale, exchange, transfer, or other disposition of the assets of the corporation pursuant to division (A) or (B) of this section, subject to the contract rights of other persons, if that power of abandonment is conferred upon the directors either by the terms of the transaction or by the same vote of voting members and at the same meeting of members as that referred to in division (A) or (B) of this section, as applicable, or at any subsequent meeting. (E) An action to set aside a conveyance by a corporation, on the ground that any section of the Revised Code applicable to the lease, sale, exchange, transfer, or other disposition of the assets of such corporation has not been complied with, shall be brought within one year after that transaction, or the action shall be forever barred. Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007 .

NOTES: Pub. Benefit Corp - 50% or more of assets R.C. § 1702.39

REGULATORY BODY: Other

STATUTE TEXT: Property of any description, and any interest therein, of a corporation, domestic or foreign, may be sold under the judgment or decree of a court, as provided in the Revised Code with respect to similar property of natural persons, at public or private sale, in such manner, at such time and place, on such notice by publication or otherwise, and on such terms, as the court adjudging or decreeing such sale deems equitable and proper, but it shall not be necessary to appraise such property or to advertise the sale thereof otherwise than as the court adjudges or decrees. Effective Date: 10-11-1955 .

NOTES: Court can intervene to prevent or force sale) R.C. § 1702.40

REGULATORY BODY: Attorney General

STATUTE TEXT: (1) A corporation may sell, lease, exchange or otherwise dispose of all or substantially all of the corporationis property, with or without the goodwill, other than in the usual and regular course of the corporationis activities, on the terms and conditions and for the consideration determined by the corporationis board of directors if the proposed transaction is authorized by subsection (2) of this section.(2) Unless this chapter, the articles of incorporation, bylaws or the board of directors or members, acting in accordance with subsection (4) of this section, require a greater vote or voting by class, the proposed transaction to be authorized must be approved: (a) By the board of directors; (b) By the members of a mutual benefit corporation entitled to vote on the transaction by at least two-thirds of the votes cast or a majority of the voting power, whichever is less, or by a majority of the votes cast, if the corporation is a public benefit corporation or religious corporation; and (c) In writing by any person or persons whose approval is required for an amendment to the articles of incorporation or bylaws by a provision of the articles of incorporation as authorized by ORS 65.467. (3) If the corporation does not have members entitled to vote on the transaction, the board of directors must approve the transaction. In addition, the corporation shall provide notice of any board of directorsi meeting at which such approval is to be obtained in accordance with ORS 65.344 (2). 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 of the corporation and must contain or be accompanied by a description of the transaction. (4) The board of directors may condition the boardis submission of the proposed transaction to a vote of members, and the members entitled to vote on the transaction may condition the membersi approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis. (5) If the board seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to the corporationis members of the proposed meeting in accordance with ORS 65.214. 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 of the corporation and must contain or be accompanied by a description of the transaction. (6) If the board seeks to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a description of the transaction. (7) A public benefit corporation or religious corporation must give written notice to the Attorney General 30 days before the public benefit corporation or religious corporation sells, leases, exchanges or otherwise disposes of all or substantially all of the public benefit corporationis or religious corporationis property unless the transaction is in the usual and regular course of the public benefit corporationis or religious corporationis activities or the Attorney General has given the public benefit corporation or religious corporation a written waiver of this notice requirement. (8) 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. [1989 c.1010 ss127; 2005 c.22 ss48; 2019 c.174 ss86]

NOTES: Pub. Benefit and Religious Corp disposes of substantial amt O.R.S. § 65.534

REGULATORY BODY: Attorney General

NOTES: Pa. Orphan Court Rules 5.5

REGULATORY BODY: Other

NOTES: Pa. O.C. Rule 5.5

REGULATORY BODY: Attorney General

STATUTE TEXT: (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, or bylaws, 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 whose approval is required by a provision of the articles authorized by Section 33-31-1030 for an amendment to the articles or bylaws. (c) If the corporation does not have members, or does not have members entitled to vote on the transaction, 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 such approval is to be obtained in accordance with Section 33-31-822(c). The notice also must 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) 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 33-31-705. The notice also must 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. (e) 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. (f) A public benefit or religious corporation must 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 usual and regular course of its activities unless the Attorney General has given the corporation a written waiver of this subsection. (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. HISTORY: 1994 Act No. 384, Section 1.

NOTES: Pub. Benefit and Religious Corp, S.C. Code 1976 § 33-31-1202

REGULATORY BODY: Attorney General

STATUTE TEXT: 47-24-17. Notice to attorney general before sale, transfer, conversion, or merger of at least thirty percent of assets–Information to be submitted to secretary of state. At least ten days prior to the sale, transfer, conversion, or merger of at least thirty percent of the assets of a nonprofit corporation, the corporation shall give written notice to the attorney general. The following information shall, within sixty days of such sale, transfer, or merger, be submitted to the secretary of state:(1) Name and address of the parties involved in the sale, transfer, conversion, or merger;(2) Terms and conditions of the sale, transfer, conversion, or merger;(3) Dollar value of the assets being sold, transferred, converted, or merged, including an account of how the value was determined; and(4) An explanation of how the sale, transfer, conversion, or merger furthers the purpose of the nonprofit corporation.The information shall be submitted on forms provided by the secretary of state.Source: SL 1997, ch 260, ss 1; SL 2016, ch 221, ss 13.

NOTES: SDCL § 47-24-17

REGULATORY BODY: Other

STATUTE TEXT: 47-24-17. Notice to attorney general before sale, transfer, conversion, or merger of at least thirty percent of assets–Information to be submitted to secretary of state. At least ten days prior to the sale, transfer, conversion, or merger of at least thirty percent of the assets of a nonprofit corporation, the corporation shall give written notice to the attorney general. The following information shall, within sixty days of such sale, transfer, or merger, be submitted to the secretary of state:(1) Name and address of the parties involved in the sale, transfer, conversion, or merger;(2) Terms and conditions of the sale, transfer, conversion, or merger;(3) Dollar value of the assets being sold, transferred, converted, or merged, including an account of how the value was determined; and(4) An explanation of how the sale, transfer, conversion, or merger furthers the purpose of the nonprofit corporation.The information shall be submitted on forms provided by the secretary of state.Source: SL 1997, ch 260, ss 1; SL 2016, ch 221, ss 13.

NOTES: SDCL § 47-24-17; Also: Judicial Review - Sale of corporate property SDCL § 47-26-30

REGULATORY BODY: Other

STATUTE TEXT: 47-26-30. Disposition of assets resulting from sale of corporate property–Manner of distribution–Disposition of remaining assets. The assets of the corporation or the proceeds resulting from a sale, conveyance, or other disposition thereof shall be applied and distributed as follows:(1) All costs and expenses of the court proceedings and all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;(2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with such requirements;(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution or liquidation, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation, pursuant to a plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving or liquidating corporation as the court may direct;(4) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;(5) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or not for profit, specified in the plan of distribution adopted as provided in this chapter, or where no plan of distribution has been adopted, as the court may direct.Source: SL 1965, ch 24, ss 57.

NOTES: SDCL § 47-24-17; Also: Judicial Review - Sale of corporate property SDCL § 47-26-30

REGULATORY BODY: Attorney General

STATUTE TEXT: (a) (1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will) 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). (2) The sale, lease, exchange or other disposition of all, or substantially all, of the properties (with or without good will) of one (1) or more subsidiaries of a corporation in which such corporation possesses at least eighty percent (80%) of the total combined voting power of the corporation, or of all classes of membership otherwise entitled to vote for the election of directors, otherwise than in the usual and regular course of business, shall be treated as a disposition within the meaning of this subsection (a) if the subsidiary or subsidiaries constitute all, or substantially all, of the properties of the corporation. (b) Unless chapters 51-68 of this title, the charter, 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 the charter authorized by ss 48-60-301 for an amendment to the charter 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 and be approved in writing by any person or persons whose approval is required by the charter. The notice required by ss 48-58-203(c) of any directors’ meeting at which such approval is to be obtained must state that the purpose, or one (1) 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 notice required by ss 48-57-105 must state that the purpose, or one (1) 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 approval by the members by written consent or written ballot is required, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction. (g) A public benefit corporation must give written notice to the attorney general and reporter at least forty-five (45) days before it sells, leases, exchanges or otherwise disposes of all, or substantially all, of its property in a transaction not in the usual and regular course of its activities unless the attorney general and reporter has given the corporation a written waiver of this subsection (g). (h) 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 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.

NOTES: Public Benefit corps, T. C. A. § 48-62-102

REGULATORY BODY: Attorney General

STATUTE TEXT: ss 12.02. 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 good will), 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) of this section. (b) Unless this title, the articles, bylaws, or the board of directors or members (acting pursuant to subsection (d) of this section) 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 10.30 of this title 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 such approval is to be obtained in accordance with subsection 8.22(c) of this title. 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 7.05 of this title. 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. (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) A public benefit corporation must give written notice to the Attorney General 20 days before it sells, leases, exchanges, or otherwise disposes of all, or substantially all, of its property if the transaction is not in the usual and regular course of its activities unless the Attorney General has given the corporation a written waiver of this subsection. (h) 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 procedures set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors. (Added 1995, No. 179 (Adj. Sess.), ss 1, eff. Jan. 1, 1997.)

NOTES: 11B V.S.A. § 12.02

REGULATORY BODY: Other

STATUTE TEXT: (a) Property held in trust or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by a transaction described in ss 29-410.01 or ss 29-410.02 unless the nonprofit corporation obtains an appropriate order from the Superior Court to the extent required by and pursuant to the law of the District on cy pres or otherwise dealing with the nondiversion of charitable assets. (b) A person that is a member or otherwise affiliated with a charitable corporation shall not receive a direct or indirect financial benefit in connection with a disposition of assets unless the person is a charitable corporation or an unincorporated entity that has a charitable purpose. This subsection shall not apply to the receipt of reasonable compensation for services rendered. (July 2, 2011, D.C. Law 18-378, ss 2, 58 DCR 1720.)

NOTES: DC ST § 29-410.03 (“Property held in trust or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by a transaction described in § 29-410.01 or § 29-410.02 unless the nonprofit corporation obtains an appropriate order from the Superior Court”)

REGULATORY BODY: Other

STATUTE TEXT: Approval of the members of a nonprofit corporation shall not be required, unless the articles of incorporation or bylaws otherwise provide, to: (1) Sell, lease, exchange, or otherwise dispose of any or all of the corporationis assets: (A) In the usual and regular course of its activities; or (B) If the corporation and its consolidated subsidiaries retain an activity that represented or was supported by at least 33% of total assets at the end of the most recently completed fiscal year; (2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporationis assets, whether or not in the usual and regular course of business its [sic] activities; or (3) Transfer any or all of the corporationis assets to one or more corporations or other entities all of the memberships or interests of which are owned by the corporation. (July 2, 2011, D.C. Law 18-378, ss 2, 58 DCR 1720.) Section References This section is referenced in ss 29-410.02 and ss 29-410.03.

NOTES: DC ST § 29-410.03 (“Property held in trust or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by a transaction described in § 29-410.01 or § 29-410.02 unless the nonprofit corporation obtains an appropriate order from the Superior Court”)

REGULATORY BODY: Other

STATUTE TEXT: (a) Except as otherwise provided in the articles of incorporation or bylaws, a sale, lease, exchange, or other disposition of assets, other than a disposition described in ss 29-410.01, shall require approval of the nonprofit corporationis members. (b) A disposition that requires approval of the members under subsection (a) of this section shall be initiated by a resolution by the board of directors authorizing the disposition. After adoption of the resolution, the board of directors shall submit the proposed disposition to the members for their approval. The board of directors shall also transmit to the members a recommendation that the members approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination. (c) The board of directors may condition its submission of a disposition to the members under subsection (b) of this section on any basis. (d) If a disposition is required to be approved by the members under subsection (a) of this section, and if the approval is to be given at a meeting, the nonprofit corporation shall give notice to each member, whether or not entitled to vote, of the meeting of members at which the disposition is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the disposition and shall contain a description of the disposition, including the terms and conditions thereof and the consideration to be received by the corporation. (e) Unless the articles of incorporation or bylaws, or the board of directors acting pursuant to subsection (c) of this section, requires a greater vote, or a greater number of votes to be present, the approval of a disposition by the members shall require the approval of the members at a meeting at which a quorum exists, and, if any class of members is entitled to vote as a separate group on the disposition, the approval of each such separate voting group at a meeting at which a quorum of the voting group exists. (f) After a disposition has been approved by the members under subsection (e) of this section, and at any time before the disposition has been consummated, it may be abandoned by the nonprofit corporation without action by the members, subject to any contractual rights of other parties to the disposition. (g) A disposition of assets in the course of dissolution under subchapter XII of this chapter shall not be governed by this section. (h) The assets of a direct or indirect consolidated subsidiary shall be deemed the assets of the parent nonprofit corporation for the purposes of this section. (i) In addition to the approval of a disposition of assets by the board of directors and members as required by this section, the disposition shall also be approved in the form of a record by any person or group of persons whose approval is required under ss 29-408.40 to amend the articles of incorporation or bylaws. (July 2, 2011, D.C. Law 18-378, ss 2, 58 DCR 1720.) Section References This section is referenced in ss 29-410.03.

NOTES: DC ST § 29-410.03 (“Property held in trust or otherwise dedicated to a charitable purpose shall not be diverted from its purpose by a transaction described in § 29-410.01 or § 29-410.02 unless the nonprofit corporation obtains an appropriate order from the Superior Court”)

REGULATORY BODY: Attorney General

STATUTE TEXT: 17-19-1202. 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) of this section. (b) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (d) of this section, require a greater vote or voting by class, the proposed transaction to be authorized shall be approved: (i) By the board; (ii) By the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 for an amendment to the articles or bylaws. (c) If the corporation does not have members the transaction shall 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 W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) 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 W.S. 17-19-705. The notice shall also state that the purpose, or one (1) 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) A public benefit or religious corporation shall give written notice to the secretary of state (who shall then give notice to the attorney general) twenty (20) days before it sells, leases, exchanges or otherwise disposes of all, or substantially all, of its property if the transaction is not in the usual and regular course of its activities unless the attorney general has given the corporation a written waiver of this subsection. (h) 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.

NOTES: Public Benefit and Rel. Orgs (All or substantial amount) [W.S.1977 § 17-19-1202

REGULATORY BODY: Other

STATUTE TEXT: 17-19-1202. 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) of this section. (b) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (d) of this section, require a greater vote or voting by class, the proposed transaction to be authorized shall be approved: (i) By the board; (ii) By the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 for an amendment to the articles or bylaws. (c) If the corporation does not have members the transaction shall 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 W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) 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 W.S. 17-19-705. The notice shall also state that the purpose, or one (1) 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) A public benefit or religious corporation shall give written notice to the secretary of state (who shall then give notice to the attorney general) twenty (20) days before it sells, leases, exchanges or otherwise disposes of all, or substantially all, of its property if the transaction is not in the usual and regular course of its activities unless the attorney general has given the corporation a written waiver of this subsection. (h) 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.

NOTES: W.S.1977 § 17-19-1202

Sale of Assets

23 states have ASSETS regulations

CA Code § 5913

CA Code § 7913

CA Code § 9633

GA Code § 14-3-1202 ;; index.html

HI Code § 414D-222

MD Code § 5-209

MA Code § 8A(c)

MA Code § 8A(d)(1)

MI Code § 14.251

MN Code § 317A.811

MO Code § 355.656

MT Code § 35-2-617(7)

NE Code § 21-19 ;; 21-19-126

NH Code § 292:29 ;; 292-29

NH Code § 292:29 ;; 292-29

NY Code § 510

NY Code § 12

NY Code § 510

NC Code § 55A-12-02

ND Code § 10-33-122

OH Code § 1702.39

OH Code § 1702.40 ;; 1702.4

OR Code § 65.534 ;; 65-534

REPORTS-ASSETS-AG

REPORTS-ASSETS-OT

SC Code § 33-31-1202

SD Code § 47-24-17

SD Code § 47-24-17

SD Code § 47-26-30

TN Code § 48-62-102 ;; index.html

VT Code § 12.02

DC Code § 29-410.03 ;; index.html

DC Code § 29-410.01 ;; index.html

DC Code § 29-410.02 ;; index.html

WY Code § 17-19-1202

WY Code § 17-19-1202