KRS 271B.12-010: Sale of assets in regular course of business and mortgage of assets.

(1) A corporation may, on the terms and conditions and for the consideration

determined by the board of directors:

(a) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its

property in the usual and regular course of business;

(b) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or

without recourse), or otherwise encumber any or all of its property whether or

not in the usual and regular course of business; or

(c) Transfer any or all of its property to an entity of which all the shares or all of

the limited liability company interests or other equity interests are owned by

the corporation.

(2) Unless the articles of incorporation require it, approval by the shareholders of a

transaction described in subsection (1) of this section shall not be required.