(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 any or all of the corporation's assets in the usual and regular course of its activities;(2) 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 business; or(3) Transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the memberships or interests of which are owned by the corporation.(b) Unless the charter or bylaws requires, approval of the members or any other person of a transaction described in subsection (a) is not required.Amended by 2014 Tenn. Acts, ch. 899,s 73, eff. 1/1/2015.Acts 1987, ch. 242, § 12.01.
Tennessee Legal Code