Montana Code 35-2-616. Sale of assets in regular course of activities — mortgage of assets
35-2-616. Sale of assets in regular course of activities — mortgage of assets. (1) A corporation may on the terms and conditions and for the consideration determined by the board of directors:
Terms Used In Montana Code 35-2-616
- articles: include amended and restated articles of incorporation and articles of merger. See Montana Code 35-2-114
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- board of directors: means the board of directors except that a person or group of persons is not the board of directors because of powers delegated to that person or group pursuant to 35-2-414. See Montana Code 35-2-114
- Directors: means individuals:
(a)designated in the articles or bylaws or elected by the incorporators and their successors; and
(b)elected or appointed by any other name or title to act as members of the board. See Montana Code 35-2-114
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Person: includes any individual or entity. See Montana Code 35-2-114
- Property: means real and personal property. See Montana Code 1-1-205
- Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
- Usual: means according to usage. See Montana Code 1-1-206
(a)sell, lease, exchange, or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities; or
(b)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 its activities.
(2)Unless the articles require it, approval of the members or any other person of a transaction described in subsection (1) is not required.
(3)Unless the articles provide otherwise, approval of a transaction described in subsection (1)(a) is required by a vote of a majority of the directors in office at the time the transaction is approved.