§ 23-17-20-2 — Disposal of property other than in usual or regular course of business; authorization; abandonment of transactions

(a) A corporation may sell, lease, exchange,
or otherwise dispose of all, or substantially all, of the corporation's
property, with or without the goodwill, other than in the usual and
regular course of the corporation's activities on the terms and
conditions and for the consideration determined by the corporation's
board of directors if the proposed transaction is authorized by
subsection (b).
(b) Unless this article, articles of incorporation, bylaws, a board of
directors, or members acting under subsection (d) require a greater vote
or voting by class, a proposed transaction to be authorized must be
approved as follows:
(1) By the board of directors.
(2) By the members by a majority of the votes cast.
(3) In writing by a person whose approval is required by articles
of incorporation authorized under IC 23-17-17-1 for an
amendment to the articles of incorporation or bylaws.
(c) If a corporation does not have members, the transaction must be
approved by a vote of a majority of the directors in office at the time
the transaction is approved. In addition, the corporation shall provide
notice of a directors meeting at which the approval is to be obtained
under IC 23-17-15-3. The notice must state that the purpose of the
meeting is to consider the sale, lease, exchange, or other disposition of
all, or substantially all, of the property or assets of the corporation and
contain or be accompanied by a copy or summary of a description of
the transaction.
(d) Unless articles of incorporation provide otherwise, a proposed
transaction must be initiated by a board of directors. The board of
directors may condition the board's submission of the proposed
transaction on receipt of a higher percentage of the members of
affirmative votes or on any other basis.
(e) If a corporation seeks to have a transaction approved by the
members at a membership meeting, the corporation shall give notice to
the members of the proposed membership meeting under IC 23-17-10-5. The notice must state that the purpose of the meeting is to
consider the sale, lease, exchange, or other disposition of all, or
substantially all, of the property or assets of the corporation and contain
or be accompanied by a copy or summary of a description of the
transaction.
(f) If a board of directors seeks to have a transaction approved by
the members by written consent or written ballot, the material soliciting
the approval must contain or be accompanied by a copy or summary of
a description of the transaction.
(g) After a sale, a lease, an exchange, or other disposition of
property is authorized, the transaction may be abandoned subject to any
contractual rights without further action by the members or a person
who approved the transaction:
(1) in accordance with the procedure in the resolution proposing
the transaction; or
(2) if a procedure is not set forth, in the manner determined by the
board of directors.

Legislative History

As added by P.L.179-1991, SEC.1. Amended by P.L.1-1992, SEC.128; P.L.96-1993, SEC.14.