Kentucky Statutes 279.140 – Power of board of directors to encumber or dispose of property
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(1) Except as provided in KRS § 279.090, 279.120 and 279.130, and in subsection (2) of this section, no corporation formed under this chapter may sell, lease or otherwise dispose of any of its property unless the board of directors is authorized so to do by a majority vote of the total membership. Due notice shall be given to all members of the proposed sale, lease or other disposition of such property. The board of directors, without authorization by the members, shall have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of any or all of, the property, assets, rights, privileges, licenses, franchises, and permits of such a corporation, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, upon such terms and conditions as the board of directors shall determine, to secure any obligation of such corporation, any provision of the articles of incorporation or bylaws of such corporation to the contrary notwithstanding.
(2) The board may sell any of the following property without authority from the members:
(a) Property that is not necessary in operating and maintaining the system, but sales of such property shall not in any one year exceed ten percent (10%) in value of all the property of the corporation other than merchandise and property acquired for resale;
(b) Services and electric energy;
(c) Property acquired for resale; and
(d) Merchandise.
Effective: June 16, 1972
History: Amended 1972 Ky. Acts ch. 11, sec. 5, effective June 16, 1972. — Recodified
1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883j-23.
(2) The board may sell any of the following property without authority from the members:
Terms Used In Kentucky Statutes 279.140
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Board: means the board of directors of a corporation formed under this chapter. See Kentucky Statutes 279.010
- Corporation: means a profit or nonprofit corporation formed under the laws of any state or a foreign country. See Kentucky Statutes 279.010
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- System: means and includes any plant, works, facilities, and properties, and all parts thereof and appurtenances thereto, used or useful in the generation, production, transmission, or distribution of electric energy. See Kentucky Statutes 279.010
- Year: means calendar year. See Kentucky Statutes 446.010
(a) Property that is not necessary in operating and maintaining the system, but sales of such property shall not in any one year exceed ten percent (10%) in value of all the property of the corporation other than merchandise and property acquired for resale;
(b) Services and electric energy;
(c) Property acquired for resale; and
(d) Merchandise.
Effective: June 16, 1972
History: Amended 1972 Ky. Acts ch. 11, sec. 5, effective June 16, 1972. — Recodified
1942 Ky. Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. sec. 883j-23.