(5) The Articles of Incorporation of the surviving corporation are amended to the extent
provided in the plan of merger; and
(6) The former holders of the shares of every corporation party to the merger are entitled
only to the rights provided in the Articles of Merger or to their rights under Article VII.
(b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as
provided in the plan, and the former holders of the shares are entitled only to the exchange
rights provided in the Articles of Share Exchange or to their rights under Article VII.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
Section 35-6 Sale of Assets
35-6.01 Sale of Assets in Regular Course of Business.
(a) A corporation may on the terms and conditions and for the consideration determined by the
Board of Directors:
(1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in
the usual and regular course of business; or
(2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without
recourse, or otherwise encumber any or all of its property whether or not in the usual
and regular course of business.
(b) Unless the Articles of Incorporation require it, approval by the shareholders of a transaction
described in subsection (a) of this section is not required.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-6.02 Sale of Assets Other Than in the Regular Course of Business.
(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its
property, other 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.
(b) For a transaction to be authorized:
(1) The Board of Directors must 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.
(2) The shareholders entitled to vote must approve the transaction.
(c) The Board of Directors may condition its submission of the proposed transaction on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed
shareholders’ meeting in accordance with Article III, Section 9.
(1) The notice must also state that the purpose, or 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.
(e) Unless this Code or the Articles of Incorporation require a greater vote, the transaction to be
authorized must be approved by two-thirds (2/3) of all the votes entitled to be cast on the plan.
The Articles of Incorporation may provide for a lesser vote than that provided in this subsection,
so long as the vote provided for is not less than a majority of all the votes entitled to be cast on
the transaction to be authorized.
(f) 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.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
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Revised Spokane Law & Order Code, 5/14/2013