184 (1) Unless the articles or by-laws of or a unanimous shareholder agreement otherwise provide, the articles of a corporation shall be deemed to state that the directors of a corporation may, without authorization of the shareholders, (a)  borrow money upon the credit of the corporation; (b)  issue, reissue, sell or pledge debt obligations of the corporation; (c)  give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and (d)  mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.  R.S.O. 1990, c. B.16, s. 184 (1); 2006, c. 34, Sched. B, s. 34. Delegation of powers (2) Unless the articles or by-laws of or a unanimous shareholder agreement relating to a corporation otherwise provide, the directors may by resolution delegate any or all of the powers referred to in subsection (1) to a director, a committee of directors or an officer.  R.S.O. 1990, c. B.16, s. 184 (2). Sale, etc., requires approval of shareholders (3) A sale, lease or exchange of all or substantially all the property of a corporation other than in the ordinary course of business of the corporation requires the approval of the shareholders in accordance with subsections (4) to (8).  R.S.O. 1990, c. B.16, s. 184 (3). Notice (4) The notice of a meeting of shareholders to approve a transaction referred to in subsection (3) shall be sent to all shareholders and shall include or be accompanied by, (a)  a copy or summary of the agreement of sale, lease or exchange; and (b)  a statement that a dissenting shareholder is entitled to be paid the fair value of the shares in accordance with section 185, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (3).  R.S.O. 1990, c. B.16, s. 184 (4); 1998, c. 18, Sched. E, s. 25. Shareholders may authorize sale, etc. (5) At the meeting referred to in subsection (4), the shareholders may authorize the sale, lease or exchange and may fix or authorize the directors to fix any of the terms and conditions thereof.  R.S.O. 1990, c. B.16, s. 184 (5). Right to vote separately (6) If a sale, lease or exchange by a corporation referred to in subsection (3) would affect a particular class or series of shares of the corporation in a manner different from the shares of another class or series of the corporation entitled to vote on the sale, lease or exchange at the meeting referred to in subsection (4), the holders of such first mentioned class or series of shares, whether or not they are otherwise entitled to vote, are entitled to vote separately as a class or series in respect to such sale, lease or exchange.  R.S.O. 1990, c. B.16, s. 184 (6). When approval effective (7) The approval of a sale, lease or exchange referred to in subsection (3) is effective when the shareholders have approved the sale, lease or exchange by a special resolution of the holders of the shares of each class or series entitled to vote thereon.  R.S.O. 1990, c. B.16, s. 184 (7). Approval by directors (8) The directors of a corporation may, if authorized by the shareholders approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or exchange without further approval of the shareholders.  R.S.O. 1990, c. B.16, s. 184 (8). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 25 - 01/03/1999 2006, c. 34, Sched. B, s. 34 - 01/08/2007