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IC 23-1-41-1
Right to sell, lease, or otherwise dispose of corporate property;
shareholder approval
Sec. 1. (a) A corporation may, on the terms and conditions and for
the consideration determined by the board of directors:
(1) sell, lease, exchange, or otherwise dispose of all, or
substantially all, of its property in the usual and regular course
of business;
(2) mortgage, pledge, dedicate to the repayment of indebtedness
(whether with or without recourse), or otherwise encumber any
or all of its property whether or not in the usual and regular
course of business; or
(3) transfer any or all of its property to a corporation all the
shares of which are owned by the corporation.
(b) Unless the articles of incorporation require it, approval by the
shareholders of a transaction described in subsection (a) is not
required.
As added by P.L.149-1986, SEC.25.
IC 23-1-41-2
Sale, lease, or disposition of property other than in regular course
of business
Sec. 2. (a) A corporation may sell, lease, exchange, or otherwise
dispose of all, or substantially all, of its property (with or without the
good will), otherwise than in the usual and regular course of
business, on the terms and conditions and for the consideration
determined by the corporation's board of directors, if the board of
directors proposes and its shareholders approve the proposed
transaction.
(b) For a transaction to be authorized:
(1) the board of directors must recommend the proposed
transaction to the shareholders unless the board of directors
determines that because of conflict of interest or other special
circumstances it should make no recommendation and
communicates the basis for its determination to the shareholders
with the submission of the proposed transaction; and
(2) the shareholders entitled to vote must approve the
transaction.
(c) The board of directors may condition its submission of the
proposed transaction on any basis.
(d) The corporation shall notify each shareholder, whether or not
entitled to vote, of the proposed shareholders' meeting in accordance
with IC 23-1-29-5. 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, the property
of the corporation and must contain or be accompanied by a
description of the transaction.