2006 Code of Virginia § 13.1-900 - Sale of assets other than in regular course of business

13.1-900. Sale of assets other than in regular course of business.

A. A corporation may sell, lease, exchange, or otherwise dispose of all, orsubstantially all, of its property, with or without the good will, otherwisethan in the usual and regular course of business, on the terms and conditionsand for the consideration determined by the corporation's board of directors,if the board of directors adopts and its members approve the proposedtransaction.

B. For a transaction to be authorized where there are members having votingrights:

1. The board of directors shall submit the proposed transaction to themembers with its recommendation unless the board of directors determines thatbecause of conflict of interests or other special circumstances it shouldmake no recommendation and communicates the basis for its determination tothe members with the submission of the proposed transaction.

2. The members entitled to vote shall approve the transaction as provided insubdivision 5 of this subsection.

3. The board of directors may condition its submission of the proposedtransaction on any basis.

4. The corporation shall notify each member, whether or not entitled to vote,of the proposed members' meeting in accordance with 13.1-842. The noticeshall also state that the purpose, or one of the purposes, of the meeting isto consider the sale, lease, exchange, or other disposition of all, orsubstantially all, the property of the corporation and contain or beaccompanied by a copy of the agreement pursuant to which the transaction willbe effected.

5. Unless the board of directors, acting pursuant to subdivision 3 of thissubsection, requires a greater vote, the transaction to be authorized shallbe approved by more than two-thirds of all the votes cast on the transactionat a meeting at which a quorum exists. The articles of incorporation mayprovide for a greater or lesser vote than that provided for in thissubsection or a vote by separate voting groups so long as the vote providedfor is not less than a majority of all the votes cast on the transaction byeach voting group entitled to vote on the transaction at a meeting at which aquorum of the voting group exists.

6. Unless the parties to the transaction have agreed otherwise, after a sale,lease, exchange, or other disposition of property is authorized, thetransaction may be abandoned, subject to any contractual rights, withoutfurther member action in accordance with the procedure set forth in theresolution proposing the transaction or, if none is set forth, in the mannerdetermined by the board of directors.

C. For a transaction to be authorized where there are no members, or nomembers having voting rights, the proposed transaction shall be authorizedupon receiving the vote of a majority of the directors in office.

(Code 1950, 13-232, 13.1-246; 1956, c. 428; 1985, c. 522; 1991, c. 110.)