§ 511-a. Petition for attorney general approval.\n (a) In lieu of obtaining court approval under section 511 (Petition\nfor court approval) of this article to sell, lease, exchange or\notherwise dispose of all or substantially all of its assets, the\ncorporation may alternatively seek approval of the attorney general by\nverified petition, except in the following circumstances:
(1)the\ncorporation is insolvent, or would become insolvent as a result of the\ntransaction, and must proceed on notice to creditors pursuant to\nparagraph (c) of section 511 of this article; or (2) the attorney\ngeneral, in his or her discretion, concludes that a court should review\nthe petition and make a determination thereon.\n (b) The verified petition to the attorney general shall set forth (1)\nall of the
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§ 511-a. Petition for attorney general approval.\n (a) In lieu of obtaining court approval under section 511 (Petition\nfor court approval) of this article to sell, lease, exchange or\notherwise dispose of all or substantially all of its assets, the\ncorporation may alternatively seek approval of the attorney general by\nverified petition, except in the following circumstances: (1) the\ncorporation is insolvent, or would become insolvent as a result of the\ntransaction, and must proceed on notice to creditors pursuant to\nparagraph (c) of section 511 of this article; or (2) the attorney\ngeneral, in his or her discretion, concludes that a court should review\nthe petition and make a determination thereon.\n (b) The verified petition to the attorney general shall set forth (1)\nall of the information required to be included in a verified petition to\nobtain court approval pursuant to subparagraphs one through nine of\nparagraph (a) of section 511 of this article; (2) a statement that the\ncorporation is not insolvent and will not become insolvent as a result\nof the transaction; and (3) a statement as to whether any persons have\nraised, or have a reasonable basis to raise, objections to the sale,\nlease, exchange or other disposition that is the subject of the\npetition, including a statement setting forth the names and addresses of\nsuch persons, the nature of their interest, and a description of their\nobjections. The attorney general, in his or her discretion, may direct\nthe corporation to provide notice of such petition to any interested\nperson, and the corporation shall provide the attorney general with a\ncertification that such notice has been provided.\n (c) If it shall appear, to the satisfaction of the attorney general\nthat the consideration and the terms of the transaction are fair and\nreasonable to the corporation and that the purposes of the corporation\nor the interests of the members will be promoted, the attorney general\nmay authorize the sale, lease, exchange or other disposition of all or\nsubstantially all the assets of the corporation, as described in the\npetition, for such consideration and upon such terms as the attorney\ngeneral may prescribe. The authorization of the attorney general shall\ndirect the disposition of the consideration to be received thereunder by\nthe corporation.\n (d) At any time, including if the attorney general does not approve\nthe petition, or if the attorney general concludes that court review is\nappropriate, the petitioner may seek court approval on notice to the\nattorney general pursuant to section 511 (Petition for court approval)\nof this article.\n