§ 510 — Disposition of all or substantially all assets

New York § 510

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 5: Corporate Finance

Text

§ 510. Disposition of all or substantially all assets.\n (a) A sale, lease, exchange or other disposition of all, or\nsubstantially all, the assets of a corporation may be made upon such\nterms and conditions and for such consideration, which may consist in\nwhole or in part of cash or other property, real or personal, including\nshares, bonds or other securities of any other domestic or foreign\ncorporation or corporations of any kind, as may be authorized in\naccordance with the following procedure:\n (1) If there are members entitled to vote thereon, the board shall\nadopt a resolution recommending such sale, lease, exchange or other\ndisposition. The resolution shall specify the terms and conditions of\nthe proposed transaction, including the consideration to be received by\nthe corporation and the eventual disposition to be made of such\nconsideration, together with a statement that the dissolution of the\ncorporation is or is not contemplated thereafter. The resolution shall\nbe submitted to a vote at a meeting of members entitled to vote thereon,\nwhich may be either an annual or a special meeting. Notice of the\nmeeting shall be given to each member and each holder of subvention\ncertificates or bonds of the corporation, whether or not entitled to\nvote. At such meeting by two-thirds vote as provided in paragraph (c) of\nsection 613 (Vote of members) the members may approve the proposed\ntransaction according to the terms of the resolution of the board, or\nmay approve such sale, lease, exchange or other disposition and may\nauthorize the board to modify the terms and conditions thereof.\n (2) If there are no members entitled to vote thereon, such sale,\nlease, exchange or other disposition shall be authorized by the vote of\nat least two-thirds of the entire board, provided that if there are\ntwenty-one or more directors, the vote of a majority of the entire board\nshall be sufficient.\n (3) If the corporation is, or would be if formed under this chapter,\nclassified as a charitable corporation under section 201 (Purposes) such\nsale, lease, exchange or other disposition shall in addition require\napproval of the attorney general or the supreme court in the judicial\ndistrict or of the county court of the county in which the corporation\nhas its office or principal place of carrying out the purposes for which\nit was formed in accordance with section 511 (Petition for court\napproval) or section 511-a (Petition for attorney general approval) of\nthis article.\n (b) After such authorization the board in its discretion may abandon\nsuch sale, lease, exchange or other disposition of assets, subject to\nthe rights of third parties under any contract relating thereto, without\nfurther action or approval.\n