2005 California Corporations Code Sections 7910-7913 CHAPTER 9. SALES OF ASSETS

7910.  Any mortgage, deed of trust, pledge or other hypothecation of
all or any part of the corporation's property, real or personal, for
the purpose of securing the payment or performance of any contract
or obligation may be approved by the board.  Unless the articles or
bylaws otherwise provide, no approval of the members (Section 5034)
shall be necessary for such action.
7911.  (a) Subject to the provisions of Section 7142, a corporation
may sell, lease, convey, exchange, transfer or otherwise dispose of
all or substantially all of its assets when the principal terms are:
   (1) Approved by the board; and
   (2) Unless the transaction is in the usual and regular course of
its activities, approved by the members (Section 5034), either before
or after approval by the board and before or after the transaction.
   (b) Notwithstanding approval by the members (Section 5034), the
board may abandon the proposed transaction without further action by
the members, subject to the contractual rights, if any, of third
parties.
   (c) Subject to the provisions of Section 7142, such sale, lease,
conveyance, exchange, transfer or other disposition may be made upon
such terms and conditions and for such consideration as the board may
deem in the best interests of the corporation.  The consideration
may be money, property, or securities of any domestic corporation,
foreign corporation, or foreign business corporation or any of them.
7912.  Any deed or instrument conveying or otherwise transferring
any assets of a corporation may have annexed to it the certificate of
the secretary or an assistant secretary of the corporation, setting
forth that the transaction has been validly approved by the board and
(a) stating that the property described in such deed or instrument
is less than substantially all of the assets of the corporation or
that the transfer is in the usual and regular course of the business
of the corporation, if such be the case, or (b) if such property
constitutes all or substantially all of the assets of the corporation
and the transfer is not in the usual and regular course of the
business of the corporation, stating the fact of approval thereof by
the members (Section 5034) or all the members pursuant to this
chapter.  Such certificate is prima facie evidence of the existence
of the facts authorizing such conveyance or other transfer of the
assets and conclusive evidence in favor of any purchaser or
encumbrancer for value who, without notice of any trust restriction
applicable to the property or any failure to comply therewith, in
good faith parted with value.
7913.  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.