KRS 273.297: Sale, lease, exchange, mortgage, or pledge of assets.

A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all,

property and assets of a corporation may be made upon such terms and conditions and for

such consideration, which may consist in whole or in part of money or prope rty, real or

personal, including shares of any corporation for profit, domestic or foreign, as may be

authorized in the following manner:

(1) If there are members entitled to vote thereon, the board of directors shall adopt a

resolution recommending such sale, lease, exchange, mortgage, pledge or other

disposition and directing that it be submitted to a vote at a meeting of members

entitled to vote thereon, which may be either an annual or a special meeting, written

notice stating that the purpose, or one of the purposes, of such meeting is to

consider the sale, lease, exchange, mortgage, pledge or other disposition of all, or

substantially all, the property and assets of the corporation shall be given to each

member entitled to vote at such meeting, within the time and in the manner

provided by KRS 273.161 to 273.390 for the giving of notice of meetings of

members. At such meeting the members may authorize such sale, lease, exchange,

mortgage, pledge or other disposition and may fix, or may authorize the bo ard of

directors to fix, any or all of the terms and conditions thereof and the consideration

to be received by the corporation therefor. Such authorization shall require at least

two-thirds (2/3) of the votes which members present at such meeting or repre sented

by proxy are entitled to cast. After such authorization by a vote of members, the

board of directors, nevertheless, in its discretion, may abandon such sale, lease,

exchange, mortgage, pledge or other disposition of assets, subject to the rights of

third parties under any contracts relating thereto, without further action or approval

by members.

(2) If there are no members, or no members entitled to vote thereon, a sale, lease,

exchange, mortgage, pledge or other disposition of all, or substantially all, the

property and assets of a corporation shall be authorized upon receiving the vote of a

majority of the directors in office.