Section 1. General
This Corporation may sell all or substantially all of its assets, or merge or consolidate with another nonprofit Corporation. Any sale of all or substantially all of the Corporate assets, or merger or consolidation must be approved by both the Board of Directors and the members and comply with the requirements of the Act and this Section.
Section 2. Approvals
Any merger or consolidation, or sale of all or substantially all of the assets shall be approved by the Board of Directors, and by the members by 2/3 of the votes cast or a majority of voting power, whichever is less. A sale of all, or substantially all, of the property and assets of the Corporation shall be approved by the Board of Directors, and by the members by a simple majority of votes cast or a majority of voting power, whichever is less.
Section 3. Notice to Members
The Corporation shall provide notice to the members of the meeting at which the proposed merger, sale of assets, or consolidation will be considered. The notice shall give the time, date, and place of the meeting, and shall contain or be accompanied by a copy or summary of the plan of merger, sale of assets, or consolidation. Such notice shall be given no fewer than 21 days nor more than 60 days before the membership meeting. The notice shall also contain a copy or summary of the new Articles and Bylaws that will be in effect immediately after the merger, sale of assets, or consolidation.
Section 4. Powers of the Board After Approval is Obtained
After approval of the Members, the Board of Directors shall have any and all powers to sell, lease, transfer, exchange, or otherwise dispose of all, or substantially all, of its property, with or without goodwill, or otherwise effectuate the plan of merger, sale of assets, or consolidation. This power shall specifically include the power to transfer title to any and all real property and personal property, and to make all filings with any local, state, or federal governmental body.
Section 5. Abandonment
After a merger, sale of assets, or consolidation has been approved by the Board of Directors and the members, the transaction may be abandoned, subject to any contractual rights, without further action by the members in accordance with the procedures set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the Board of Directors.