Download as PDF
273.297 Sale, lease, exchange, mortgage, or pledge of assets.
A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all,
property and 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 money or property, real or
personal, including shares of any corporation for profit, domestic or foreign, as may be
authorized in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a
resolution recommending such sale, lease, exchange, mortgage, pledge or other
disposition and directing that it be submitted to a vote at a meeting of members
entitled to vote thereon, which may be either an annual or a special meeting, written
notice stating that the purpose, or one of the purposes, of such meeting is to
consider the sale, lease, exchange, mortgage, pledge or other disposition of all, or
substantially all, the property and assets of the corporation shall be given to each
member entitled to vote at such meeting, within the time and in the manner
provided by KRS 273.161 to 273.390 for the giving of notice of meetings of
members. At such meeting the members may authorize such sale, lease, exchange,
mortgage, pledge or other disposition and may fix, or may authorize the board of
directors to fix, any or all of the terms and conditions thereof and the consideration
to be received by the corporation therefor. Such authorization shall require at least
two-thirds (2/3) of the votes which members present at such meeting or represented
by proxy are entitled to cast. After such authorization by a vote of members, the
board of directors, nevertheless, in its discretion, may abandon such sale, lease,
exchange, mortgage, pledge or other disposition of assets, subject to the rights of
third parties under any contracts relating thereto, without further action or approval
by members.
(2) If there are no members, or no members entitled to vote thereon, a sale, lease,
exchange, mortgage, pledge or other disposition of all, or substantially all, the
property and assets of a corporation shall be authorized upon receiving the vote of a
majority of the directors in office.
History: Created 1968 Ky. Acts ch. 165, sec. 43.
Disclaimer: These codes may not be the most recent version. Kentucky may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.