(805 ILCS 5/11.60) (from Ch. 32, par. 11.60)
Sec. 11.60.
Sale, lease or exchange of assets, other than in usual
and regular course of business.
A sale, lease, exchange, or other disposition of all,
or substantially all, the property and assets, with or without the good
will, of a corporation, if not made in the usual and regular course of its
business, may be made upon such terms and conditions and for such
consideration, which may consist, in whole or in part, of money or
property, real or personal, including shares of any other corporation,
domestic or foreign, as may be authorized in the following manner:
(a) The board of directors shall adopt a resolution recommending such
sale, lease, exchange, or other disposition and directing
the submission thereof to a vote at a meeting of shareholders, which may be
either an annual or a special meeting.
(b) Written notice stating that the purpose, or one of the
purposes, of such meeting is to consider the sale, lease, exchange,
or other disposition of all, or substantially all, the
property and assets of the corporation shall be given to each shareholder
of record within the time and in the
manner provided by this Act for the giving of notice of meetings of
shareholders and shall also inform the shareholders of their right to
dissent and either enclose a copy of Section 11.70 or otherwise provide
adequate notice of the procedure to dissent. If such meeting be an annual
meeting, such purpose may be
included in the notice of such annual meeting.
(c) At such meeting the shareholders entitled to vote on such matter may
authorize such sale, lease, exchange, or other disposition and fix, or may
authorize the board of directors to fix, any or all of the terms and conditions
thereof and the consideration to be received by the corporation therefor.
Such authorization shall require the affirmative vote of the holders of at
least two-thirds of the outstanding shares entitled to vote on such matter
unless any class or series of shares is entitled to vote as a class in
respect thereof, in which event such authorization shall require the
affirmative vote of the holders of at least two-thirds of the outstanding
shares of each class or series of shares entitled to vote as a class on such matter,
and of the total outstanding shares entitled to vote on such matter.
(d) After such authorization by a vote of shareholders, the board of
directors nevertheless, in its discretion, may abandon such sale, lease,
exchange, or other disposition of assets, subject to the
rights of third parties under any contracts relating thereto, without
further action or approval by shareholders.
(e) The articles of incorporation of a corporation may supersede the two-thirds
vote requirement of this Section by specifying any smaller or larger vote
requirement, not less than a majority of the outstanding shares entitled
to vote on the matter and not less than a majority of the outstanding shares
of each class of shares entitled to vote as a class on the matter.
(Source: P.A. 83-1025.)
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