Section 10A-2A-12.01
Disposition of assets not requiring stockholder approval.
No approval of the stockholders is required, unless the certificate of incorporation otherwise provides:
(a) to sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;
(b) to mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, regardless of whether in the usual and regular course of business;
(c) to transfer any or all of the corporation's assets to one or more corporations, foreign corporations, or other entities all of the stock or interests of which are owned by the corporation; or
(d) to distribute assets pro rata to the holders of one or more classes or series of the corporation's stock.
(Act 2019-94, §1.)