10/05/1992 Park Board Packet - Laserfiche WebLink

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ficiary of a partnership, association, or business trust that is so interested, may NOT be counted in determining the existence of a quorum, AND MAY NOT VOTE at any meeting of the Board of Directors or of any committee of this corporation which shall authorize any such contract or transaction, PROVIDED HOWEVER THAT IF THE CON- TRACT IS A MERGER OR CONSOLIDATION, THE PROVISIONS OF MINNESOTA STATUTES 317A.255 SUBD 1 (4) AS AMENDED FROM TIME TO TIME, SHALL APPLY. ( with like force and effect as if he were not a director or officer of such other corporation, were not so interested, or were not a member or beneficiary of the partnership, association, or business trust so interested) . ARTICLE 6 (7) -- DISPOSITION OF CORPORATE ASSETS (Upon adoption by the voting members of the corporation constituting at least twenty percent (20%) of the total voting membership and also constituting at least a majority of the members who vote upon the resolution, of a resolution previously approved, recommended, and submitted to the voting members by) UPON A two- thirds vote of ALL the Board of Directors, all, or substantially all, of the property and assets of the corporation, may be sold, leased, exchanged, mortgaged, encumbered, or otherwise disposed of upon such terms and conditions and for such consideration, which may be money, shares, bonds, or other instruments for payment of money, as the Board of Directors, by two-thirds vote shall deter- mine to be expedient, ( . ) PROVIDED HOWEVER THAT SUCH DISPOSITION OF ASSETS COMPLIES IN ALL OTHER RESPECTS WITH THE PROVISIONS OF MINNE- SOTA STATUTES 317A.661 AND SUBSEQUENT AMENDMENTS THEREOF.