SECTIONS 5910-5913 - California Statutes

CORPORATIONS CODE

SECTION 5910-5913

5910. 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 5034)
shall be necessary for such action.

5911. (a) Subject to the provisions of Section 5142, 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 5034) and by any
other person or persons whose approval is required by the articles,
either before or after approval by the board and before or after the
transaction.
(b) Notwithstanding approval by the members (Section 5034) or such
other person, the board may abandon the proposed transaction without
further action by the members, subject to the contractual rights, if
any, of third parties.
(c) Subject to the provisions of Section 5142, 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. The consideration may
be money, property, or securities of any domestic corporation,
foreign corporation, or foreign business corporation or any of them.

5912. 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,
that the notice, if any, required by Section 5913 has been given 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 5034). 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.

5913. Except for an agreement or transaction subject to Section
5914 or 5920, a corporation shall give written notice to the Attorney
General 20 days before it sells, leases, conveys, exchanges,
transfers or otherwise disposes of all or substantially all of its
assets unless the transaction is in the usual and regular course of
its activities or unless the Attorney General has given the
corporation a written waiver of this section as to the proposed
transaction.