AZ LAW BOOK

3. The number of voting members existing immediately after the merger, plus the number of voting memberships issuable as a result of the merger, will not exceed more than twenty per cent the total number of voting memberships of the surviving corporation existing immediately before the merger. 4. The number of memberships, if any, that entitle the holders of the memberships to participate without limitation in distributions existing immediately after the merger, plus the number of participating memberships issuable as a result of the merger, will not exceed the total number of participating memberships existing immediately before the merger by more than ninety per cent. 10-11105. Statement of merger or interest exchange; publication Within sixty days after the commission approves the filing, either of the following must occur: 1. A copy of the statement of merger or interest exchange shall be published. An affidavit evidencing the publication may be filed with the commission. 2. The commission shall input the information regarding the approval into the database as prescribed by section 10-130. 10-11108. Requests, devises and gifts Unless the will or other instrument otherwise specifically provides, any bequest, devise, gift, grant or promise that is contained in a will or other instrument of donation, subscription or conveyance, that is made to a domestic nonprofit corporation and that takes effect or remains payable after the transaction inures, as applicable, to the surviving entity in a merger, the acquiring entity in an interest exchange, the converted entity in a conversion, the domesticated entity in a domestication and, as specified in the statement of division, one or more of the resulting entities in a division. Title 10, Chapter 35 SALE OF ASSETS-NONPROFIT CORPORATIONS Article 1 General Provisions 10-11201. Sale of assets in regular course of activities and mortgage of assets A. On the terms and conditions and for the consideration determined by the board of directors, a corporation may: 1. Sell, lease, exchange or otherwise dispose of all or substantially all of its property in the usual and regular course of its activities. 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. 3. Transfer any or all of its property to a corporation all the shares of memberships of which are owned by the corporation. B. Unless the articles of incorporation require it, approval by the members or any other person of a transaction described in subsection A is not required. 10-11202. Sale of assets other than in regular course of activities A. On the terms and conditions and for the consideration determined by the corporation's board of directors, a corporation may sell, lease, exchange or otherwise dispose of all or substantially all of its property, with or without the goodwill, other than in the usual and regular course of its activities. B. For a proposed transaction to be approved all of the following shall have occurred: 1. The board of directors shall approve the transaction. If the members of the corporation are entitled to vote on the proposed transaction, the board of directors shall submit the proposed transaction for approval by its members and shall recommend the proposed transaction to the members, unless the board of directors determines that because of a conflict of interest or other special circumstances it should not make a recommendation and communicates the basis for its determination to the members with the plan. 2. If the members of the corporation are entitled to vote on the proposed transaction, the members entitled to vote on the proposed transaction shall approve the proposed transaction.

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Law Book Revised 11.02.2017