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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.
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