Sale, lease or exchange of assets: Authority; procedure.
1. Every corporation may, by action taken at a meeting of its board of directors, sell, lease or exchange all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions as its board of directors may deem expedient and for the best interests of the corporation.
2. The sale, lease or exchange must be approved by every person or public official whose approval of the sale, lease or exchange is required by the articles.
3. If the corporation has members entitled to vote on the matter, the directors must call a meeting, either annual or special, of the members entitled to vote on the sale, lease or exchange or must submit the sale, lease or exchange to such members for a vote by written ballot pursuant to NRS 82.326. Notice of the proposed sale, lease or exchange must be given to each member and a vote of the members entitled to vote in person or by proxy must be taken for and against the proposed sale, lease or exchange. A majority of a quorum of the voting power of the members must vote in favor of the sale, lease or exchange.
4. The articles may require the vote of a larger proportion of the members and the separate vote or consent of any class of members.
5. Unless the articles provide otherwise, no vote of members is necessary for a transfer of assets by way of mortgage, or in trust or in pledge to secure indebtedness of the corporation.
Last modified: February 26, 2006