SECTIONS 12520-12522 - California Statutes

CORPORATIONS CODE

SECTION 12520-12522

12520. Any mortgage, deed of trust, pledge or other hypothecation
of all or any part of the corporation's property, real or personal,
for the purpose of securing the payment or performance of any
contract or obligation may be approved by the board. Unless the
articles or bylaws otherwise provide, no approval of the members
(Section 12224) shall be necessary for such action.

12521. (a) A corporation may sell, lease, convey, exchange,
transfer or otherwise dispose of all or substantially all of its
assets when the principal terms are:
(1) Approved by the board; and
(2) Unless the transaction is in the usual and regular course of
its activities approved by the members (Section 12224) either before
or after approval by the board and before or after the transaction.
(b) Notwithstanding approval by the members (Section 12224), the
board may abandon the proposed transaction without further action by
the members, subject to the contractual rights, if any, of third
parties.
(c) Such sale, lease, conveyance, exchange, transfer or other
disposition may be made upon such terms and conditions and for such
consideration as the board may deem in the best interests of the
corporation.

12522. Any deed or instrument conveying or otherwise transferring
any assets of a corporation may have annexed to it the certificate of
the secretary or an assistant secretary of the corporation, setting
forth that the transaction has been validly approved by the board and
(a) stating that the property described in such deed or instrument
is less than substantially all of the assets of the corporation or
that the transfer is in the usual and regular course of the business
of the corporation, if such be the case, or (b) if such property
constitutes all or substantially all of the assets of the corporation
and the transfer is not in the usual and regular course of the
business of the corporation, stating the fact of approval thereof by
the members (Section 12224) or all the members pursuant to this
chapter. Such certificate is prima facie evidence of the existence of
the facts authorizing such conveyance or other transfer of the
assets and conclusive evidence in favor of any purchaser or
encumbrancer for value who, without notice of any trust restriction
applicable to the property or any failure to comply therewith, in
good faith parted with value.