Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval.

(1) If a corporation has members entitled to vote, the corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without good will, on the terms and conditions and for the consideration determined by the corporation’s board of directors, but only if the board of directors proposes and its members approve the proposed transaction in the following manner:

(a) The board of directors shall first adopt a resolution approving the disposition, and thereafter, the disposition must also be approved by the corporation’s members having voting rights thereon.

(b) In submitting the disposition to the members who have voting rights for approval, the board of directors shall recommend the proposed transaction to the members of record unless the board of directors makes a determination that because of a conflict of interest or other special circumstances it should not make such a recommendation, in which event the board of directors shall inform the members of the basis for its so proceeding without such recommendation.

(c) The board of directors may set conditions for approval of the disposition or the effectiveness of the disposition.

(d) If the disposition is required to be approved by the members under this subsection and if the approval is to be given at the meeting, the corporation must notify each member entitled to vote of the meeting of members at which the disposition is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the disposition and must contain a description of the disposition and the consideration to be received by the corporation.

(e) Unless this chapter, the articles of incorporation, or the board of directors acting pursuant to paragraph (c) requires a greater vote or a greater quorum, the approval of the disposition shall require the approval of the members entitled to vote at a meeting at which the current required quorum exists consisting of a majority of all the votes entitled to be cast on the disposition.

(2) After a disposition has been approved by the members under this section, and at any time before the disposition has been consummated, it may be abandoned by the corporation without action by the members, subject to any contractual rights of other parties to the disposition.

(3) A disposition of assets in the course of dissolution is governed by ss. 617.1401-617.1440 and not by this section.

(4) If the corporation has no members or if its members are not entitled to vote thereon, a sale, lease, exchange, or other disposition of all or substantially all the property and assets of a corporation may be authorized by a majority vote of the directors then in office.