§ 2-2-312 — Disposition of property other than in regular course of business

A sale, lease, or exchange of all or substantially all the property and assets, with or without the goodwill of an association, if not made in the usual and regular course of its business, may be made upon the terms and conditions and for consideration, which may consist in whole or in part of money or real or personal property, including shares of any other domestic or foreign association, as may be authorized in the following manner: (1) The board of directors shall adopt a resolution recommending the sale, lease, or exchange and directing the submission thereof to a vote at a meeting of members, which may be either an annual or a special meeting; (2) Written or printed notice shall be given to each member of record within the time and in the manner provided in this subchapter for the giving of notice of special meetings of members. Whether the meeting is an annual or a special meeting, the notice shall state that the purpose or one of the purposes of the meeting is to consider the proposed sale, lease, or exchange; (3) (A) At the meeting, the members may authorize the sale, lease, or exchange and may fix or may authorize the board to fix any or all of the terms and conditions thereof and the consideration to be received by the association. (B) Each member of the association shall be entitled to vote thereon. (C) The authorization shall require the affirmative vote of at least two-thirds (2/3) of the votes cast at the meeting in which members holding not less than fifty percent (50%) of the voting power of the association are represented in person or by proxy; and (4) After the authorization by vote of members, the board, nevertheless, in its discretion may abandon the sale, lease, or exchange of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.

Legislative History

Acts 1981, No. 121, § 11; 1983, No. 163, § 6; A.S.A. 1947, § 77-1037.