13.1-340 - Sale, mortgage or other disposition of assets. - Virginia Statutes

§ 13.1-340. Sale, mortgage or other disposition of assets.

The sale, lease, exchange, mortgage, pledge or other disposition of all, orsubstantially all, the property and assets of an association, when made inthe usual and regular course of the business of the association, may be madeupon such terms and conditions and for such consideration, which may consistin whole or in part of money or property, real or personal, including sharesof any other corporation, domestic or foreign, as shall be authorized by itsboard of directors; and in such case no authorization or consent of themembers shall be required.

Unless otherwise provided in the articles of incorporation, a mortgage orpledge of all or any part of the property and assets, with or without thegoodwill, of an association, though not made in usual and regular course ofits business, may be made for money upon such terms and conditions as shallbe authorized by its board of directors and no authorization or consent ofmembers shall be required.

A sale, lease or exchange, or a mortgage or pledge for a consideration otherthan money, of all, or substantially all, the property and assets, with orwithout the goodwill, of an association, if not made in the usual and regularcourse of its business, may be made upon such terms and conditions and forsuch consideration, which may consist in whole or in part of money orproperty, real or personal, including shares of any other corporation,domestic or foreign, as may be authorized in the following manner:

The board of directors shall adopt a resolution recommending such sale,lease, exchange, mortgage, pledge or other disposition and directing that itbe submitted to a vote at a meeting of members having voting rights, whichmay be either an annual or a special meeting. Written notice stating that thepurpose, or one of the purposes, of such meeting is to consider the sale,lease, exchange, mortgage, pledge or other disposition of all, orsubstantially all, the property and assets of the association shall be givento each member entitled to vote at such meeting, at least ten days prior tosuch meeting. At such meeting the members may authorize such sale, lease,exchange, mortgage, pledge or other disposition and may fix, or may authorizethe board of directors to fix, any or all of the terms and conditions thereofand the consideration to be received by the association therefor. Suchauthorization shall require the vote of at least two-thirds of the votesentitled to be cast by members present or represented by proxy at suchmeeting. After such authorization by a vote of members, the board ofdirectors, nevertheless in its discretion, may abandon such sale, lease,exchange, mortgage, pledge or other disposition of assets, subject to therights of third parties under any contracts relating thereto, without furtheraction or approval by members.

(1956, c. 428.)