Sale of Assets in Regular Course of Business and Mortgage of

Assets.

(a)A corporation may, on the terms and conditions and for the consideration fixed by the board of directors:

(1)Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;

(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 business; or

(3)Transfer any or all of its property to a corporation all the shares of which are owned by the corporation.

(b)Unless the Articles of Incorporation require it, approval by the stockholders of a transaction described in Subsection

(a)of this Section is COL021307 CH. 4 CORPORATE POWERS not required.