Section 511. Petition for leave of court

(a)  A  corporation  required by law to obtain leave of court to sell,
  lease, exchange or otherwise dispose of all  or  substantially  all  its
  assets,  shall  present  a verified petition to the supreme court of the
  judicial district, or the  county  court  of  the  county,  wherein  the
  corporation  has  its  office  or  principal  place  of carrying out the
  purposes for which it was formed. The petition shall set forth:
    1. The name of the corporation, the law  under  or  by  which  it  was
  incorporated.
    2. The names of its directors and principal officers, and their places
  of residence.
    3. The activities of the corporation.
    4. A description, with reasonable certainty, of the assets to be sold,
  leased,  exchanged,  or otherwise disposed of, or a statement that it is
  proposed to sell,  lease,  exchange  or  otherwise  dispose  of  all  or
  substantially  all  the  corporate  assets  more  fully  described  in a
  schedule attached to the petition; and a statement of the fair value  of
  such  assets,  and the amount of the corporation's debts and liabilities
  and how secured.
    5. The consideration  to  be  received  by  the  corporation  and  the
  disposition  proposed to be made thereof, together with a statement that
  the dissolution of the corporation is or is not contemplated thereafter.
    6. That the consideration and the terms of the sale,  lease,  exchange
  or  other  disposition  of  the  assets  of the corporation are fair and
  reasonable to the corporation, and that the purposes of the corporation,
  or the interests of its members will be promoted thereby, and a  concise
  statement of the reasons therefor.
    7. That such sale, lease, exchange or disposition of corporate assets,
  has  been  recommended  or  authorized  by  vote  of  the  directors  in
  accordance with law, at a meeting duly called and held, as  shown  in  a
  schedule  annexed to the petition setting forth a copy of the resolution
  granting such authority with a statement of the vote thereon.
    8. Where the consent of members of the corporation is required by law,
  that such consent has been given, as shown in a schedule annexed to  the
  petition  setting  forth  a copy of such consent, if in writing, or of a
  resolution giving such consent, adopted at a  meeting  of  members  duly
  called and held, with a statement of the vote thereon.
    9. A prayer for leave to sell, lease, exchange or otherwise dispose of
  all  or  substantially all the assets of the corporation as set forth in
  the petition.
    (b) Upon presentation of the petition, the court shall direct  that  a
  minimum  of  fifteen  days  notice  be given by mail or in person to the
  attorney general, and in its discretion may direct that  notice  of  the
  application  be  given,  personally or by mail, to any person interested
  therein, as member, officer or creditor of the  corporation.  The  court
  shall  have  authority  to  shorten the time for service on the attorney
  general upon a showing of good cause. The notice shall specify the  time
  and  place,  fixed by the court, for a hearing upon the application. Any
  person interested, whether or not formally notified, may appear  at  the
  hearing and show cause why the application should not be granted.
    (c)  If the corporation be insolvent, or if its assets be insufficient
  to liquidate its debts and liabilities in full,  the  application  shall
  not  be  granted  unless all the creditors of the corporation shall have
  been served, personally or by mail, with a notice of the time and  place
  of the hearing.
    (d)  If  it  shall  appear, to the satisfaction of the court, that the
  consideration and the terms of the transaction are fair  and  reasonable
  to  the  corporation  and  that  the  purposes of the corporation or the

  interests of the members will be promoted, it may  authorize  the  sale,
  lease,  exchange  or  other  disposition of all or substantially all the
  assets of the corporation,  as  described  in  the  petition,  for  such
  consideration  and upon such terms as the court may prescribe. The order
  of the court shall direct the disposition of  the  consideration  to  be
  received thereunder by the corporation.