(1) A
nonprofit corporation may sell, lease, exchange, or otherwise dispose of all, or
substantially all, of its property, with or without its good will, other than in the usual
and regular course of business on the terms and conditions and for the
consideration determined by the board of directors, if the board of directors
proposes and the members entitled to vote thereon approve the transaction. A sale,
lease, exchange, or other disposition of all, or substantially all, of the property of a
nonprofit corporation, with or without its good will, in connection with its
dissolution, other than in the usual and regular course of business, and other than
pursuant to a court order, shall be subject to the requirements of this section; but a
sale, lease, exchange, or other disposition of all, or substantially all, of the property
of a nonprofit corporation, with or without its good will, pursuant to a court order
shall not be subject to the requirements of this section.
(2) If a nonprofit corporation is entitled to vote or otherwise consent, other
than in the usual and regular course of its business, with respect to the sale, lease,
exchange, or other disposition of all, or substantially all, of the property with or
without the good will of another entity which it controls, and if the property
interests held by the nonprofit corporation in such other entity constitute all, or
substantially all, of the property of the nonprofit corporation, then the nonprofit
corporation shall consent to such transaction only if the board of directors
proposes and the members, if any are entitled to vote thereon, approve the giving of
consent.
(3) For a transaction described in subsection (1) of this section or a consent
described in subsection (2) of this section to be approved by the members:
(a) The board of directors shall recommend the transaction or the consent to
the members 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 members at a membership
meeting with the submission of the transaction or consent; and
(b) The members entitled to vote on the transaction or the consent shall
approve the transaction or the consent as provided in subsection (6) of this section.
(4) The board of directors may condition the effectiveness of the transaction
or the consent on any basis.
(5) The nonprofit corporation shall give notice, in accordance with section 7-127-104 to each member entitled to vote on the transaction described in subsection
(1) of this section or the consent described in subsection (2) of this section, of the
members' meeting at which the transaction or the consent will be voted upon. The
notice shall:
(a) State that the purpose, or one of the purposes, of the meeting is to
consider:
(I) In the case of action pursuant to subsection (1) of this section, the sale,
lease, exchange, or other disposition of all, or substantially all, of the property of
the nonprofit corporation; or
(II) In the case of action pursuant to subsection (2) of this section, the
nonprofit corporation's consent to the sale, lease, exchange, or other disposition of
all, or substantially all, of the property of another entity, which entity shall be
identified in the notice, property interests of which are held by the nonprofit
corporation and constitute all, or substantially all, of the property of the nonprofit
corporation; and
(b) Contain or be accompanied by a description of the transaction, in the
case of action pursuant to subsection (1) of this section, or by a description of the
transaction underlying the consent, in the case of action pursuant to subsection (2)
of this section.
(6) Unless articles 121 to 137 of this title, the articles of incorporation, bylaws
adopted by the members, or the board of directors acting pursuant to subsection
(4) of this section require a greater vote, the transaction described in subsection (1)
of this section or the consent described in subsection (2) of this section shall be
approved by the votes required by sections 7-127-205 and 7-127-206 by every
voting group entitled to vote on the transaction or the consent.
(7) After a transaction described in subsection (1) of this section or a consent
described in subsection (2) of this section is authorized, the transaction may be
abandoned or the consent withheld or revoked, subject to any contractual rights or
other limitations on such abandonment, withholding, or revocation, without further
action by the members.
(8) A transaction that constitutes a distribution is governed by article 133
and not by this section.