KRS 271B.12-020: Sale of assets other than in regular course of business.

(1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially

all, of its property (with or without the good will), otherwise than in the usual and

regular course of business, on the terms and conditions and for the consideration

determined by the corporation's board of directors, if the board of directors proposes

and its shareholders approve the proposed transaction.

(2) For a transaction to be authorized:

(a) The board of directors shall recommend the proposed transaction to the

shareholders unless the board of directors determines that because of conflict

of interest or other special circumstances it should make no recommendation

and communicates the basis for its determination to the shareholders with the

submission of the proposed transaction; and

(b) The shareholders entitled to vote shall approve the transaction.

(3) The board of directors may condition its submission of the proposed transaction on

any basis.

(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the

proposed shareholders' meeting in accordance with KRS 271B.7 -050. The notice

shall also state that the purpose, or one (1) of the purposes, of the meeting is to

consider the sale, lease, exchange, or other disposition of all, or substantially all, the

property of the corporation and contain or be accompanied by a description of the

transaction.

(5) Unless the articles of incorporation or the board of directors (acting pursuant to

subsection (3) of this section) require a greater vote or a vote by voting groups, the

transaction to be authorized shall be approved by a majority of all the votes entitled

to be cast on the transaction.

(6) After a sale, lease, exchange, or other disposition of property is authorized, the

transaction may be abandoned (subject to any contractual rights) without further

shareholder action.

(7) A transaction that constitutes a distribution is governed by KRS 271B.6-400 and not

by this section.