Florida § 617.1201 - Secured transactions and other dispositions of corporate property and assets not requiring member approval.

§ 617.1201. Secured transactions and other dispositions of corporate property and assets not requiring member approval.

(1) Unless the articles of incorporation or the bylaws otherwise provide, the board of directors may authorize any of the following transactions without any vote or consent of the members, even though the corporation has members entitled to vote: (a) Any mortgage or pledge of, or creation of a security interest in, or conveyance of title to, all or any part of the property and assets of the corporation of any description, or any interest therein, for the purpose of securing the payment or performance of any contract, note, bond, or other obligation of the corporation; (b) Any sale, lease, exchange, or other disposition of less than substantially all the property and assets of the corporation; and (c) Any sale of all or substantially all of the property and assets of the corporation if: 1. The corporation is insolvent and a sale for cash or its equivalent is deemed advisable by the board in order to meet the liabilities of the corporation; or 2. The corporation was incorporated for the purpose of liquidating such property and assets. (2) Any transaction made pursuant to this section without any vote or consent of the members may be upon such terms and conditions and for such consideration as the board may deem to be in the best interests of the corporation.