§ 511-a. Petition for attorney general approval.

(a) In lieu of obtaining court approval under section 511 (Petition
for court approval) of this article to sell, lease, exchange or
otherwise dispose of all or substantially all of its assets, the
corporation may alternatively seek approval of the attorney general by
verified petition, except in the following circumstances: (1) the
corporation is insolvent, or would become insolvent as a result of the
transaction, and must proceed on notice to creditors pursuant to
paragraph (c) of section 511 of this article; or (2) the attorney
general, in his or her discretion, concludes that a court should review
the petition and make a determination thereon.

(b) The verified petition to the attorney general shall set forth (1)
all of the information required to be included in a verified petition to
obtain court approval pursuant to subparagraphs one through nine of
paragraph (a) of section 511 of this article; (2) a statement that the
corporation is not insolvent and will not become insolvent as a result
of the transaction; and (3) a statement as to whether any persons have
raised, or have a reasonable basis to raise, objections to the sale,
lease, exchange or other disposition that is the subject of the
petition, including a statement setting forth the names and addresses of
such persons, the nature of their interest, and a description of their
objections. The attorney general, in his or her discretion, may direct
the corporation to provide notice of such petition to any interested
person, and the corporation shall provide the attorney general with a
certification that such notice has been provided.

(c) If it shall appear, to the satisfaction of the attorney general
that the consideration and the terms of the transaction are fair and
reasonable to the corporation and that the purposes of the corporation
or the interests of the members will be promoted, the attorney general
may authorize the sale, lease, exchange or other disposition of all or
substantially all the assets of the corporation, as described in the
petition, for such consideration and upon such terms as the attorney
general may prescribe. The authorization of the attorney general shall
direct the disposition of the consideration to be received thereunder by
the corporation.

(d) At any time, including if the attorney general does not approve
the petition, or if the attorney general concludes that court review is
appropriate, the petitioner may seek court approval on notice to the
attorney general pursuant to section 511 (Petition for court approval)
of this article.