Section 450.2753 - Disposition of property and assets of corporation; approval; notice of meeting; statement; authorization; fixing terms or conditions and consideration; voting; abandonment. - Michigan Statutes

NONPROFIT CORPORATION ACT (EXCERPT)
Act 162 of 1982

450.2753 Disposition of property and assets of corporation; approval; notice of meeting; statement; authorization; fixing terms or conditions and consideration; voting; abandonment.

Sec. 753.

(1) A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without the goodwill, of a corporation, may be made upon such terms and conditions and for a consideration, which may consist in whole or in part of cash or other property, including shares, bonds, or other securities of any other corporation or business corporation, domestic or foreign, as authorized as provided in this section.

(2) The board shall approve a proposal for the sale, lease, exchange, or other disposition.

(3) In the case of a stock or membership corporation, the proposed transaction shall be submitted for approval at a meeting of shareholders or members. Notice of the meeting shall be given to each shareholder or member of record whether or not entitled to vote at the meeting, not less than 20 days before the meeting, in the manner provided in this act for the giving of notice of meetings of shareholders or members. The notice shall include or be accompanied by a statement summarizing the principal terms of the proposed transaction or a copy of any documents containing the principal terms.

(4) At the meeting the shareholders or members may authorize the sale, lease, exchange, or other disposition and may fix, or may authorize the board to fix, any term or condition thereof and the consideration to be received by the corporation therefor. The authorization requires the affirmative vote of the holders of a majority of the outstanding shares or members of the corporation entitled to vote thereon, and if a class is entitled to vote thereon as a class, the affirmative vote of a majority of the outstanding shares or members of each such class.

(5) Notwithstanding authorization by the shareholders or members, the board may abandon the sale, lease, exchange, or other disposition, subject to the rights of third parties under any contracts relating thereto without further action or approval by shareholders or members.

(6) In the case of a corporation organized upon a directorship basis, a sale, lease, exchange, or other disposition of all, or substantially all, the property and assets, with or without goodwill, of a corporation, shall be authorized upon receiving the affirmative vote of a majority of the directors then in office. Notice of the meeting to authorize the sale, lease, exchange, or other disposition shall be given to each director then in office not less than 20 days before the meeting and shall include a statement summarizing the principal terms of the proposed transaction or a copy of any documents containing the principal terms.

History: 1982, Act 162, Eff. Jan. 1, 1983