§ 55A-12-02. Sale of assets other than in regular course of activities. - North Carolina Statutes

§55A‑12‑02.  Sale of assets other than in regular course ofactivities.

(a)        A corporation maysell, lease, exchange, or otherwise dispose of all, or substantially all, ofits property other than in the usual and regular course of its activities onthe terms and conditions and for the consideration determined by thecorporation's board of directors if the proposed transaction is authorized bysubsection (b) of this section.

(b)        Unless thisChapter, the articles of incorporation, bylaws, or the board of directors ormembers (acting pursuant to subsection (d) of this section) require a greatervote or voting by class, the proposed transaction to be authorized shall beapproved:

(1)        By the board;

(2)        By the membersentitled to vote thereon by two‑thirds of the votes cast or a majority ofthe votes entitled to be cast on the proposed transaction, whichever is less;and

(3)        In writing by anyperson or persons whose approval is required by a provision of the articles ofincorporation authorized by G.S. 55A‑10‑30 for an amendment to thearticles of incorporation or bylaws.

(c)        If the corporationdoes not have members entitled to vote thereon, the transaction shall beapproved by a vote of a majority of the directors then in office. Thecorporation shall provide at least five days' written notice of any directors'meeting at which such approval will be considered. The notice shall state thatthe purpose, or one of the purposes, of the meeting is to consider the sale,lease, exchange, or other disposition of all, or substantially all, of theproperty or assets of the corporation and contain or be accompanied by adescription of the transaction.

(d)        The board maycondition its approval of the proposed transaction, and the members entitled tovote thereon may condition their approval of the transaction, on receipt of ahigher percentage of affirmative votes or on any other basis.

(e)        If the corporationseeks to have the transaction approved by the members entitled to vote thereonat a membership meeting, the corporation shall give notice of the membershipmeeting to those members in accordance with G.S. 55A‑7‑05. Thenotice shall state that the purpose, or one of the purposes, of the meeting isto consider the sale, lease, exchange, or other disposition of all, orsubstantially all, of the property or assets of the corporation and contain orbe accompanied by a description of the transaction.

(f)         If the board seeksto have the transaction approved by the members entitled to vote thereon bywritten consent or written ballot, the material soliciting the approval shallcontain or be accompanied by a description of the transaction.

(g)        A charitable orreligious corporation shall give written notice to the Attorney General 30 daysbefore it sells, leases, exchanges, or otherwise disposes of all, or a majorityof, its property if the transaction is not in the usual and regular course ofits activities unless the Attorney General has given the corporation a writtenwaiver of this subsection. This notice shall include all the information theAttorney General determines is required for a complete review of the proposedtransaction. The Attorney General may require an additional 30‑day periodto review the proposed transaction by providing written notice to thecharitable or religious corporation prior to the expiration of the initialnotice period. During this 30‑day period, the transaction may not befinalized.

(h)        After a sale,lease, exchange, or other disposition of property is authorized, thetransaction may be abandoned (subject to any contractual rights), withoutfurther action by the members or any other person who approved the transaction,in accordance with the procedure set forth in the resolution proposing thetransaction or, if none is set forth, in the manner determined by the board ofdirectors. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s.40; 1993, c. 398, s. 1; 1999‑204, s. 2.)