N.Y. Not-for-Profit Corporation Law § 510: Disposition of all or substantially all assets

§ 510. Disposition of all or substantially all assets.

(a) A sale, lease, exchange or other disposition of all, or

substantially all, the 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 cash or other property, real or personal, including

shares, bonds or other securities of any other domestic or foreign

corporation or corporations of any kind, as may be authorized in

accordance with the following procedure:

(1) If there are members entitled to vote thereon, the board shall

adopt a resolution recommending such sale, lease, exchange or other

disposition. The resolution shall specify the terms and conditions of

the proposed transaction, including the consideration to be received by

the corporation and the eventual disposition to be made of such

consideration, together with a statement that the dissolution of the

corporation is or is not contemplated thereafter. The resolution shall

be submitted to a vote at a meeting of members entitled to vote thereon,

which may be either an annual or a special meeting. Notice of the

meeting shall be given to each member and each holder of subvention

certificates or bonds of the corporation, whether or not entitled to

vote. At such meeting by two-thirds vote as provided in paragraph (c) of

section 613 (Vote of members) the members may approve the proposed

transaction according to the terms of the resolution of the board, or

may approve such sale, lease, exchange or other disposition and may

authorize the board to modify the terms and conditions thereof.

(2) If there are no members entitled to vote thereon, such sale,

lease, exchange or other disposition shall be authorized by the vote of

at least two-thirds of the entire board, provided that if there are

twenty-one or more directors, the vote of a majority of the entire board

shall be sufficient.

(3) If the corporation is, or would be if formed under this chapter,

classified as a charitable corporation under section 201 (Purposes) such

sale, lease, exchange or other disposition shall in addition require

approval of the attorney general or the supreme court in the judicial

district or of the county court of the county in which the corporation

has its office or principal place of carrying out the purposes for which

it was formed in accordance with section 511 (Petition for court

approval) or section 511-a (Petition for attorney general approval) of

this article.

(b) After such authorization the board in its discretion may abandon

such sale, lease, exchange or other disposition of assets, subject to

the rights of third parties under any contract relating thereto, without

further action or approval.