Sale, lease or exchange of assets, other than in usual and regular conduct of its affairs. A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the good will, of a corporation, if not made in the usual and regular course of the conduct of the affairs of the corporation, may be made upon such terms and conditions and for such consideration, which may consist, in whole or in part, of money or property, real or personal, including shares of any other corporation, domestic or foreign, as may be authorized in the following manner:
(a)Where a corporation has no members or no members entitled to vote on the sale, lease or exchange of assets, such action may be adopted by the board of directors upon receiving the affirmative vote of
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Sale, lease or exchange of assets, other than in usual and regular conduct of its affairs. A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the good will, of a corporation, if not made in the usual and regular course of the conduct of the affairs of the corporation, may be made upon such terms and conditions and for such consideration, which may consist, in whole or in part, of money or property, real or personal, including shares of any other corporation, domestic or foreign, as may be authorized in the following manner: (a) Where a corporation has no members or no members entitled to vote on the sale, lease or exchange of assets, such action may be adopted by the board of directors upon receiving the affirmative vote of a majority of the directors in office. (b) Where a corporation has members entitled to vote on the sale, lease or exchange of assets, such action may be adopted if: (1) The board of directors shall adopt a resolution recommending such sale, lease, exchange, or other disposition and directing the submission thereof to a vote at a meeting of members entitled to vote which may be either an annual or a special meeting. (2) Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote within the time and in the manner provided by this Act for the giving of notice of meetings of members. If such meeting be an annual meeting, such purpose may be included in the notice of such annual meeting. (3) At such meeting the members entitled to vote on such matter may authorize such sale, lease, exchange, or other disposition and fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require the affirmative vote of two-thirds of the votes present and voted either in person or by proxy unless any class of members is entitled to vote at a class in respect thereof, in which event the proposed action shall be adopted by receiving the affirmative vote of at least two-thirds of the votes of the class present and voted either in person or by proxy. (4) After such authorization by a vote of members, the board of directors nevertheless, in its discretion, may abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members entitled to vote. (5) The articles of incorporation or the bylaws of a corporation may supersede the two-thirds vote requirement of this Section by specifying any smaller or larger vote requirement not less than a majority of the votes which members entitled to vote on the matter shall vote, either in person or by proxy, at a meeting at which there is a quorum.