Offshore Banking with a Swiss Bank Account and Nevis LLC
Sale, lease 94. (1) A sale, lease, exchange or other disposition of all or exchange other substantially all the assets of a corporation, if not made in disposition or the usual or regular course of the business actually of assets conducted of by such corporation, shall be authorized only in accordance assets with the following procedure: (i) The board of directors shall approve the proposed sale, lease, exchange or other disposition and direct its submission to a vote of shareholders; (ii) Notice of meeting shall be given to each shareholder, whether or not entitled to vote; and (iii) At such meeting the shareholders may authorize such sale, lease, exchange or other disposition and may fix or may authorize the board to fix any or all 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 two-thirds of the shares of the corporation entitled to vote thereon unless any class of shares is entitled to vote thereon as a class, in which event such authorization shall require the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon. (2) The board of directors may authorize any mortgage or pledge of, or the creation of a security interest in, all or any part of the corporate property, or any interest therein, wherever situated. Unless the articles of incorporation provide otherwise, no vote or consent of shareholders shall be required to authorize such action by the board of directors.
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