2005 Idaho Code - 30-3-107 — SALE OF ASSETS OTHER THAN IN REGULAR COURSE OF ACTIVITIES

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 3
                       IDAHO NONPROFIT CORPORATION ACT
    30-3-107.  SALE OF ASSETS OTHER THAN IN REGULAR COURSE OF ACTIVITIES. (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 in subsection (2) of this section.
    (2)  Unless this act, 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:
    (a)  By the board;
    (b)  By the members by a simple majority of the votes cast or a majority
    of the voting power, whichever is less; and
    (c)  In writing by any person or persons whose approval is required by a
    provision of the articles authorized in section 30-3-50, Idaho Code, 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 section 30-3-76(3), Idaho Code.  The notice must 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.
    (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 30-3-50,
Idaho Code.  The notice must 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.
    (6)  If the board needs to have the transaction approved by the members by
written consent or written ballot or absentee ballot, the material soliciting
the approval shall contain or be accompanied by a copy or summary of a
description of the transaction.
    (7)  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.