§ 17-19-1202 — Sale of assets other than in regular course of activities

Wyoming § 17-19-1202

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 19: WYOMING NONPROFIT CORPORATION ACT
• Art. 12: SALE OF ASSETS

Text

(a) A corporation may sell, lease, exchange, or otherwise
dispose of all, or substantially all, of its property, with or
without the goodwill, other than in the usual and regular course
of its activities on the terms and conditions and for the
consideration determined by the corporation's board if the
proposed transaction is authorized by subsection (b) of this
section.
(b) Unless this act, the articles, bylaws or the board of
directors or members, acting pursuant to subsection (d) of this
section, require a greater vote or voting by class, the proposed
transaction to be authorized shall be approved:
(i) By the board;
(ii) By the members by two-thirds (2/3) of the votes
cast or a majority of the voting power, whichever is less; and
(iii) In writing by any person or persons whose
approval is required by a provision of the articles authorized
by W.S. 17-19-1030 for an amendment to the articles or bylaws.
(c) If the corporation does not have members the
transaction shall 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 any directors'
meeting at which the approval is to be obtained in accordance
with W.S. 17-19-822(c). The notice shall also state that the
purpose, or one (1) of the purposes, 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) The board may condition its submission of the proposed
transaction, and the members may condition their approval of the
transaction, on receipt of a higher percentage of affirmative
votes or on any other basis.
(e) If the corporation seeks to have the transaction
approved by the members at a membership meeting, the corporation
shall give notice to its members of the proposed membership
meeting in accordance with W.S. 17-19-705. The notice shall
also state that the purpose, or one (1) of the purposes, 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 the board needs to have the transaction approved by
the members by written consent or written ballot, the material
soliciting the approval shall contain or be accompanied by a
copy or summary of a description of the transaction.
(g) A public benefit or religious corporation shall give
written notice to the secretary of state (who shall then give
notice to the attorney general) twenty (20) days before it
sells, leases, exchanges or otherwise disposes of all, or
substantially all, of its property if the transaction is not in
the usual and regular course of its activities unless the
attorney general has given the corporation a written waiver of
this subsection.
(h) After a sale, lease, 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 any other person who approved the transaction in
accordance with the procedure set forth in the resolution
proposing the transaction or, if none is set forth, in the
manner determined by the board of directors.