3-1-45 - Sale, mortgage, and lease of assets.
3-1-45. Sale, mortgage, and lease of assets.
(1) (a) The association may sell, lease, exchange, mortgage, pledge, dispose of, or repaya debt with any of the property and assets of an association, if this action is made in the usual andregular course of business of the association.
(b) The action taken under Subsection (1)(a) may be made upon the terms and conditionsand for consideration as are authorized by the board of directors.
(2) Consideration may include money or property, real or personal, including shares ofany other association or corporation, domestic or foreign, as is authorized by the association'sboard of directors.
(3) If the articles of incorporation provide for the mortgage or pledge of the property ofthe association by its directors, then the mortgage or pledge of all, or substantially all, of theproperty or assets, with or without the good will of an association, is considered to be made inthe usual and regular course of its business.
(4) If the action taken under Subsection (1) is not made in the usual regular course of theassociation's business, the action may still be taken if the following requirements are compliedwith:
(a) The board of directors shall adopt a resolution recommending the action, and themembers shall vote at an annual or special meeting of members.
(b) Written or printed notice of the meeting shall be given to each member entitled tovote as provided in this chapter.
(c) (i) At the meeting in which the action is considered, the members may authorize theaction described in Subsection (1) and set the terms, or may authorize the board of directors toset the terms, conditions, and consideration to be received by the association.
(ii) A two-thirds majority vote of the members is required to approve the action specifiedin Subsection (1).
(d) The board of directors may abandon the action, even if approved by the members,subject to the rights of third parties under any related contracts, without further action or approvalby members.
Amended by Chapter 324, 2010 General Session