{"data":{"id":"us-ky/krs-273.297","jurisdiction":"us-ky","citation":"KRS 273.297","heading":"Sale, lease, exchange, mortgage, or pledge of assets.","body":"A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all,\nproperty and assets of a corporation may be made upon such terms and conditions and for\nsuch consideration, which may consist in whole or in part of money or prope rty, real or\npersonal, including shares of any corporation for profit, domestic or foreign, as may be\nauthorized in the following manner:\n(1) If there are members entitled to vote thereon, the board of directors shall adopt a\nresolution recommending such sale, lease, exchange, mortgage, pledge or other\ndisposition and directing that it be submitted to a vote at a meeting of members\nentitled to vote thereon, which may be either an annual or a special meeting, written\nnotice stating that the purpose, or one of the purposes, of such meeting is to\nconsider the sale, lease, exchange, mortgage, pledge or other disposition of all, or\nsubstantially all, the property and assets of the corporation shall be given to each\nmember entitled to vote at such meeting, within  the time and in the manner\nprovided by KRS 273.161 to 273.390 for the giving of notice of meetings of\nmembers. At such meeting the members may authorize such sale, lease, exchange,\nmortgage, pledge or other disposition and may fix, or may authorize the bo ard of\ndirectors to fix, any or all of the terms and conditions thereof and the consideration\nto be received by the corporation therefor. Such authorization shall require at least\ntwo-thirds (2/3) of the votes which members present at such meeting or repre sented\nby proxy are entitled to cast. After such authorization by a vote of members, the\nboard of directors, nevertheless, in its discretion, may abandon such sale, lease,\nexchange, mortgage, pledge or other disposition of assets, subject to the rights of\nthird parties under any contracts relating thereto, without further action or approval\nby members.\n(2) If there are no members, or no members entitled to vote thereon, a sale, lease,\nexchange, mortgage, pledge or other disposition of all, or substantially  all, the\nproperty and assets of a corporation shall be authorized upon receiving the vote of a\nmajority of the directors in office.","path":["KRS Chapter 273"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13680","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:24Z","sha256":"3b870b4248f2616d83121e1c4c772f6e8b15e0a464fb958089dc697fe26809bd","source_id":"us-ky","stale":false,"prev":"us-ky/krs-273.293","next":"us-ky/krs-273.300"},"notice":"GroundRules: Original legal text. Not legal advice."}