(1) A corporation may on the terms and conditions and for the consideration determined by the board of directors:

     (a) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual course of business; or

     (b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not any of these actions are in the usual course of business.

     (2) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (1) of this section is not required.

     (3) A dedication of a corporation's assets to the repayment of its creditors may be effected by the board of directors through an assignment for the benefit of creditors in accordance with chapter 7.08 RCW or by obtaining the appointment of a general receiver in accordance with chapter 7.60 RCW, and the assumption of control over the corporation's assets by an assignee for the benefit of creditors or by a general receiver relieves the directors of any further duties with respect to the liquidation of the corporation's assets or the application of any assets or proceeds toward satisfaction of the claims of creditors.

[2006 c 52 § 4; 1990 c 178 § 12; 1989 c 165 § 138.]

NOTES:

     Effective date -- 1990 c 178: See note following RCW 23B.01.220.