§ 33.1165

No approval of the members of a corporation is required, unless the certificate of incorporation otherwise provides: (1) To sell, lease, exchange or otherwise dispose of any or all of the corporation's assets in the usual and regular course of affairs of the corporation; (2) to mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of affairs of the corporation; or (3) to transfer any or all of the corporation's assets to one or more corporations or other entities, all of the shares or interests of which are owned by the corporation or of which the corporation is the sole member, or to a corporation which is the sole member of the corporation.(P.A. 96-256, S. 113, 209; P.A. 03-18, S. 47.)History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 deleted Subsec. (a) designator, replaced provision re corporation may sell or otherwise dispose of assets on the terms and conditions and for the consideration determined by the board with provision re no approval of the members is required to sell or otherwise dispose of assets unless the

pose of assets on the terms and conditions and for the consideration determined by the board with provision re no approval of the members is required to sell or otherwise dispose of assets unless the certificate of incorporation otherwise provides, replaced 'all, or substantially all, of its property' with 'any or all of the corporation's assets' in Subdiv. (1), replaced 'its property' with 'the corporation's assets' in Subdiv. (2), replaced 'its property to a corporation all the shares' with 'the corporation's assets to one or more corporations or other entities, all of the shares or interests' in Subdiv. (3), made technical changes and deleted former Subsec. (b) re member approval, effective July 1, 2003.