§ 510. Disposition of all or substantially all assets.

(a) A sale, lease, exchange or other disposition of all, or
substantially all, the assets of a corporation may be made upon such
terms and conditions and for such consideration, which may consist in
whole or in part of cash or other property, real or personal, including
shares, bonds or other securities of any other domestic or foreign
corporation or corporations of any kind, as may be authorized in
accordance with the following procedure:

(1) If there are members entitled to vote thereon, the board shall
adopt a resolution recommending such sale, lease, exchange or other
disposition. The resolution shall specify the terms and conditions of
the proposed transaction, including the consideration to be received by
the corporation and the eventual disposition to be made of such
consideration, together with a statement that the dissolution of the
corporation is or is not contemplated thereafter. The resolution shall
be submitted to a vote at a meeting of members entitled to vote thereon,
which may be either an annual or a special meeting. Notice of the
meeting shall be given to each member and each holder of subvention
certificates or bonds of the corporation, whether or not entitled to
vote. At such meeting by two-thirds vote as provided in paragraph (c) of
section 613 (Vote of members) the members may approve the proposed
transaction according to the terms of the resolution of the board, or
may approve such sale, lease, exchange or other disposition and may
authorize the board to modify the terms and conditions thereof.

(2) If there are no members entitled to vote thereon, such sale,
lease, exchange or other disposition shall be authorized by the vote of
at least two-thirds of the entire board, provided that if there are
twenty-one or more directors, the vote of a majority of the entire board
shall be sufficient.

(3) If the corporation is, or would be if formed under this chapter,
classified as a charitable corporation under section 201 (Purposes) such
sale, lease, exchange or other disposition shall in addition require
approval of the attorney general or the supreme court in the judicial
district or of the county court of the county in which the corporation
has its office or principal place of carrying out the purposes for which
it was formed in accordance with section 511 (Petition for court
approval) or section 511-a (Petition for attorney general approval) of
this article.

(b) After such authorization the board in its discretion may abandon
such sale, lease, exchange or other disposition of assets, subject to
the rights of third parties under any contract relating thereto, without
further action or approval.