§ 17-17-130 — Merger, consolidation, share exchange and sale of assets

(a) A plan of merger, consolidation or share exchange
that:
(i) If effected would terminate statutory close
corporation status must be approved by the holders of at least
two-thirds (2/3) of the votes of each class or series of shares
of the statutory close corporation, voting as separate voting
groups, whether or not the holders are otherwise entitled to
vote on the plan;
(ii) If effected would create the surviving or new
corporation as a statutory close corporation must be approved by
the holders of at least two-thirds (2/3) of the votes of each
class or series of shares of the surviving corporation, voting
as separate voting groups, whether or not the holders are
otherwise entitled to vote on the plan.
(b) A sale, lease, exchange, mortgage, encumbrance or
other disposition of all or substantially all of the property,
with or without the good will, of a statutory close corporation,
if not made in the usual and regular course of business, must be
approved by the holders of at least two-thirds (2/3) of the
votes of each class or series of shares of the corporation,
voting as separate voting groups, whether or not the holders are
otherwise entitled to vote on the transaction.