Vermont Statutes Title 11 Sec. 12-01
Terms Used In Vermont Statutes Title 11 Sec. 12-01
- articles: include amended and restated articles of incorporation and articles of merger. See
- 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 no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to section 8. See
- 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
§ 12.01. Sale of the assets in regular course of activities and mortgage of assets
(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 its activities; 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 its activities.
(b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) of this section is not required. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
Vermont Statutes Title 11 Sec. 12-01
Terms Used In Vermont Statutes Title 11 Sec. 12-01
- Articles of incorporation: include amended and restated articles of incorporation, articles of merger, and special charters. See
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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.
§ 12.01. Sale of assets in regular course of business and mortgage of assets
(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;
(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; or
(3) transfer any or all of its property to a corporation all the shares of which are owned by the corporation.
(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. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)