SENATE Substitute for HOUSE BILL No. 2422

      An Act concerning corporations; relating to filing of certain documents; recording with
      register of deeds; amending K.S.A. 17-1637, 17-1638, 17-2030, 17-2033, 17-2037, 17-
      5545, 17-5548, 17-5556, 17-6005, 17-6204, 17-6205, 17-6206, 17-6701, 17-6702, 17-
      6703, 17-6704, 17-6705, 17-6804, 17-7001, 17-7002, 17-7204 and 17-7302 and K.S.A.
      1997 Supp. 17-7706 and repealing the existing sections.

Be it enacted by the Legislature of the State of Kansas:

    Section 1. K.S.A. 17-1637 is hereby amended to read as follows:
17-1637. (a) Any two or more associations incorporated under the coop-
erative marketing act, cited at K.S.A. 17-1601, et seq., and amendments
thereto, or any association incorporated under the cooperative marketing
act, cited at K.S.A. 17-1601, et seq., and amendments thereto, and a cor-
poration existing under the laws of this state, may merge into a single
association or corporation, which may be any of the constituent associa-
tions or corporations or they may consolidate into a new association or
corporation formed by the consolidation, pursuant to an agreement of
merger or consolidation, as the case may be, complying and approved in
accordance with this section.

    (b) The board of directors of each association or corporation which
desires to merge or consolidate shall adopt a resolution approving an
agreement of merger or consolidation. The agreement shall state:

    (1) The terms and conditions of the merger or consolidation;

    (2) the mode of carrying the same into effect;

    (3) in the case of a merger, such amendments or changes in the ar-
ticles of incorporation of the surviving association or corporation as are
desired to be effected by the merger or, if no such amendments or
changes are desired, a statement that the articles of incorporation of the
surviving association or corporation shall be its articles of incorporation;

    (4) in the case of consolidation, that the articles of incorporation of
the resulting association or corporation shall be as is set forth in an at-
tachment to the agreement;

    (5) the manner of converting the shares of each of the constituents
into shares or other securities of the association or corporation surviving
or resulting from the merger or consolidation, and, if any shares of any
of the constituents are not to be converted solely into shares or other
securities of the surviving or resulting association or corporation, the cash,
property, rights or securities of any other association or corporation which
the holders of such shares are to receive in exchange for, or upon con-
version of, such shares and the surrender of the certificates evidencing
certificated shares, which cash, property, rights or securities of any other
association or corporation may be in addition to or in lieu of shares or
other securities of the surviving or resulting association or corporation;
and

    (6) such other details or provisions as are deemed desirable, includ-
ing, without limiting the generality of the foregoing, a provision for the
payment of cash in lieu of the issuance or recognition of fractional shares,
interests or rights, or for any other arrangement with respect thereto,
consistent with the provisions of K.S.A. 17-6405, and amendments
thereto.

    (c) The agreement so adopted shall be executed in accordance with
K.S.A. 17-6003, and amendments thereto. Any terms of the agreement
of merger or consolidation may be made dependent upon facts ascertain-
able outside of such agreement, provided that the manner in which such
facts shall operate upon the terms of the agreement is clearly and ex-
pressly set forth in the agreement of merger or consolidation.

    (d) The agreement required by subsection (b) shall be submitted to
the members or stockholders of each constituent association or corpora-
tion at an annual or special meeting for the purpose of acting on the
agreement. Due notice of the time, place and purpose of the meeting
shall be mailed to each member or holder of stock of the association or
corporation, whether voting or nonvoting, at the member's or stock-
holder's address as it appears on the records of the association or cor-
poration, at least 20 days prior to the date of the meeting. At the meeting
the agreement shall be considered and a vote taken for its adoption or
rejection. If the agreement is adopted by a vote representing a majority
of all members of the association or, a majority vote of all outstanding
stock of the corporation entitled to vote thereon, as applicable, that fact
shall be certified on the agreement by the secretary or assistant secretary
of the association or corporation. In lieu of an affirmative vote of a ma-
jority of all members of the association or, a majority vote of all outstand-
ing stock of the association entitled to vote, as applicable, the agreement
may be adopted by a vote of 2/3 of the members or voting stockholders
present and voting at any annual meeting or special meeting called for
such purpose. The method of adoption and the votes cast shall be certified
on the agreement by the secretary or assistant secretary of the association
or corporation. If the agreement shall be so adopted and certified by each
constituent association or corporation, the agreement shall then be exe-
cuted, acknowledged and filed, and shall become effective, in accordance
with K.S.A. 17-6003, and amendments thereto. It shall be recorded in
the office of the register of deeds of each county of this state in which
the registered office of any such constituent association or corporation is
located; or if any of the constituents shall have been specially created by
an act of the legislature, then the agreement shall be recorded in the
county where such association or corporation had its principal place of
business in this state. In lieu of filing and recording the agreement of
merger or consolidation, the surviving or resulting association or corpo-
ration may file a certificate of merger or consolidation, executed in ac-
cordance with K.S.A. 17-6003, and amendments thereto, which states:

    (1) The name and state of incorporation of each of the constituent
associations or corporations;

    (2) that an agreement of merger or consolidation has been approved,
adopted, certified, executed and acknowledged by each of the constituent
associations or corporations in accordance with this subsection;

    (3) the name of the surviving or resulting association or corporation;

    (4) in the case of a merger, such amendments or changes in the ar-
ticles of incorporation of the surviving association or corporation as are
desired to be effected by the merger or, if no such changes or amend-
ments are desired, a statement that the articles of incorporation of one
of the surviving associations or corporation shall be the articles of incor-
poration;

    (5) in the case of a consolidation, that the articles of incorporation of
the resulting corporation shall be as is set forth in an attachment to the
certificate;

    (6) that the executed agreement of consolidation or merger is on file
at the principal place of business of the surviving association or corpo-
ration, stating the address thereof; and

    (7) that a copy of the agreement of consolidation or merger will be
furnished by the surviving association or corporation, on request and with-
out cost, to any member or stockholder of any constituent association or
corporation.

    (e) Any agreement of merger or consolidation may contain a provision
that at any time prior to the filing of the agreement with the secretary of
state, the agreement may be terminated by the board of directors of any
constituent association or corporation notwithstanding approval of the
agreement by the members or stockholders of all or any of the constituent
associations or corporations. Any agreement of merger or consolidation
may contain a provision that the boards of directors of the constituent
associations or corporations may amend the agreement at any time prior
to the filing of the agreement, or a certificate in lieu thereof, with the
secretary of state provided that an amendment made subsequent to the
adoption of the agreement by the members or stockholders of any con-
stituent association or corporation shall not:

    (1) Alter or change the amount or kind of shares, securities, cash,
property or rights, or any of the proceedings, in exchange for or on con-
version of all or any of the shares of any class or series thereof of such
constituent association or corporation;

    (2) alter or change any term of the articles of incorporation of the
surviving association or corporation to be effected by the merger or con-
solidation; or

    (3) alter or change any of the terms and conditions of the agreement
if such alteration or change would adversely affect the members or hold-
ers of any class of series thereof of such constituent association or cor-
poration.

    (f) In the case of a merger, the articles of incorporation of the sur-
viving association or corporation shall automatically be amended to the
extent, if any, that change in the articles of incorporation are set forth in
the agreement of merger.

    (g) Notwithstanding the requirements of subsection (d), unless re-
quired by its articles of incorporation, no vote of members or stockholders
of a constituent association or corporation surviving a merger shall be
necessary to authorize a merger if:

    (1) The agreement of merger does not amend in any respect the
articles of incorporation of the surviving corporation; and

    (2) the aggregate stockholders' equity, as determined in accordance
with generally accepted accounting principles, of the stock or other equity
of the surviving association or corporation to be issued or delivered under
the plan of merger does not constitute more than 25% of the aggregate
stockholders' equity, as determined in accordance with generally accepted
accounting principles, of all classes of stock or other equity of the surviv-
ing association or corporation immediately following the effectiveness of
the merger. If an agreement of merger is adopted by the constituent
association or corporation surviving the merger, by action of its board of
directors and without any vote of the constituent association's or corpo-
ration's members or stockholders pursuant to this subsection, the secre-
tary or assistant secretary of such association or corporation shall certify
on the agreement, under the seal, that the agreement has been adopted
pursuant to this subsection and that, as of the date of such certificate, the
stockholders' equity of the association or corporation was such as to ren-
der this subsection applicable. The agreement so adopted and certified
shall then be executed, acknowledged and filed, and shall become effec-
tive, in accordance with K.S.A. 17-6003, and amendments thereto. Such
filing shall constitute a representation by the person who executes the
agreement that the facts stated in the certificate remain true immediately
prior to such filing.

    Sec. 2. K.S.A. 17-1638 is hereby amended to read as follows: 17-
1638. (a) Any one or more associations incorporated under the coopera-
tive marketing act, cited at K.S.A. 17-1601 et seq., and amendments
thereto, may merge or consolidate with one or more other associations
or corporations of any other state or states of the United States, or of the
District of Columbia if the laws of such other jurisdiction permit an as-
sociation or corporation of such jurisdiction to merge or consolidate with
an association or corporation of another jurisdiction. The constituent as-
sociations or corporations may merge into a single association or corpo-
ration, which may be any one of the constituents, or they may consolidate
into a new association or corporation formed by the consolidation, which
may be an association or corporation of the state of incorporation of any
one of the constituent associations or corporations, pursuant to an agree-
ment of merger or consolidation, as the case may be, complying and
approved in accordance with this section. In addition, any one or more
associations or corporations organized under the laws of any jurisdiction
other than one of the United States may merge or consolidate with one
or more associations incorporated under the cooperative marketing act,
cited at K.S.A. 17-1601 et seq., and amendments thereto, if the surviving
or resulting association or corporation will be an association or corpora-
tion of this state, and if the laws under which the other associations or
corporations are formed permit an association or corporation of such ju-
risdiction to merge or consolidate with an association or corporation of
another jurisdiction.

    (b) All the constituent associations or corporations shall enter into an
agreement of merger or consolidation. The agreement shall state:

    (1) The terms and conditions of the merger or consolidation;

    (2) the mode of carrying the same into effect;

    (3) the manner of converting the shares of each of the constituent
associations or corporations into shares or other securities of the associ-
ation or corporation surviving or resulting from the merger or consoli-
dation and, if any shares of any of the constituents are not to be converted
solely into shares or other securities of the surviving or resulting associ-
ation or corporation, the cash, property, rights or securities of any other
association or corporation which the holders of such shares are to receive
in exchange for, or upon conversion of, such shares and the surrender of
the certificates evidencing certificated shares, which cash, property, rights
or securities of any other association or corporation may be in addition
to or in lieu of the shares or other securities of the surviving or resulting
association or corporation;

    (4) such other details or provisions as are deemed desirable, includ-
ing, without limiting the generality of the foregoing, a provision for the
payment of cash in lieu of the issuance or recognition of fractional shares
of the surviving or resulting association or corporation or of any other
association or corporation the securities of which are to be received in
the merger or consolidation, or for some other arrangement with respect
thereto consistent with the provisions of K.S.A. 17-6405, and amend-
ments thereto; and

    (5) such other provisions or facts as shall be required to be set forth
in articles of incorporation by the laws of the state which are stated in
the agreement to be the laws that shall govern the surviving or resulting
association or corporation and that can be stated in the case of a merger
or consolidation.

    (c) Any of the terms of the agreement of merger or consolidation may
be made dependent upon facts ascertainable outside of such agreement,
provided that the manner in which such facts shall operate upon the terms
of the agreement is clearly and expressly set forth in the agreement of
merger or consolidation.

    (d) The agreement shall be adopted, approved, certified, executed
and acknowledged by each of the constituent associations or corporations
in accordance with the laws under which it is formed, and, in the case of
a Kansas association, in the same manner as provided in K.S.A. 17-1637
and amendments thereto. The agreement shall be filed and recorded and
shall become effective for all purposes of the laws of this state as provided
in K.S.A. 17-1637 and amendments thereto with respect to the merger or
consolidation of associations or corporations of this state. In lieu of filing
and recording the agreement of merger or consolidation, the surviving or
resulting association or corporation may file a certificate of merger or
consolidation, executed in accordance with K.S.A. 17-6003, and amend-
ments thereto, which states:

    (1) The name and state of incorporation of each of the constituents;

    (2) that an agreement of merger or consolidation has been approved,
adopted, certified, executed and acknowledged by each of the constitu-
ents in accordance with this subsection;

    (3) the name of the surviving or resulting association or corporation;

    (4) in the case of a merger, such amendments or changes in the ar-
ticles of incorporation of the surviving association or corporation as are
desired to be effected by the merger or, if no such amendments or
changes are desired, a statement that the articles of incorporation of the
surviving association or corporation shall be the association's or corpora-
tion's articles of incorporation;

    (5) in the case of a consolidation, that the articles of incorporation of
the resulting association or corporation shall be as is set forth in an at-
tachment to the certificate;

    (6) that the executed agreement of consolidation or merger is on file
at the principal place of business of the surviving association or corpo-
ration and address thereof;

    (7) that a copy of the agreement of consolidation or merger will be
furnished by the surviving association or corporation, on request and with-
out cost, to any member or stockholder of any constituent;

    (8) if the association or corporation surviving or resulting from the
merger or consolidation is to be an association or corporation of this state,
the authorized capital stock of each constituent association or corporation
which is not an association or corporation of this state; and

    (9) the agreement, if any, required by subsection (e).

    (e) If the association or corporation surviving or resulting from the
merger or consolidation is to be governed by the laws of the District of
Columbia or any state other than this state, it shall agree that it may be
served with process in this state in any proceeding for enforcement of
any obligation of any constituent association or corporation of this state,
as well as for enforcement of any obligation of the surviving or resulting
association or corporation arising from the merger or consolidation, in-
cluding any suit or other proceeding to enforce the right of any member
or stockholder as determined in appraisal proceedings pursuant to the
provisions of K.S.A. 17-1642, and shall irrevocably appoint the secretary
of state as such association's or corporation's last known agent to accept
service of process in any such suit or other proceedings and shall specify
the address to which a copy of such process shall be mailed by the sec-
retary of state. Service of such process shall be made by personally deliv-
ering to and leaving with the secretary of state duplicate copies of such
process. The secretary of state shall forthwith send by registered mail one
of such copies to such surviving or resulting association or corporation at
such association's or corporation's last known address.

    (f) The provisions of subsection (e) of K.S.A. 17-1637 shall apply to
any merger or consolidation under this section. The provisions of sub-
section (f) of K.S.A. 17-1637 shall apply to a merger under this section in
which the surviving association or corporation is an association or cor-
poration of this state. The provisions of subsection (g) of K.S.A. 17-1637
shall apply to any merger under this section.

    Sec. 3. K.S.A. 17-2030 is hereby amended to read as follows: 17-
2030. Any business trust, whether domestic or foreign, desiring to transact
business in this state shall file in the office of the secretary of state, on
such forms, if any, as the secretary of the state may prescribe:

    (a) An executed copy of the trust instrument by which the trust was
created and of all amendments thereto or a true and correct copy thereof
certified to be such by a trustee thereof before an official authorized to
administer oaths or by a public official of another state, territory, or coun-
try in whose office an executed copy thereof is on file;

    (b) a verified list of the names and addresses of its trustees; and

    (c) a balance sheet, certified by a certified public accountant as of a
date no earlier than sixty (60) 60 days prior to such date of filing, fairly
and truly reflecting its assets and liabilities and specifically setting out its
corpus: Provided, , except that in the case of a foreign business trust such
balance sheet shall fairly and truly reflect an allocation of its money and
other assets as between those located, used, or to be used in this state
and those located, used, or to be used elsewhere;

    (d) the location of its registered office in this state and the name of
its resident agent in charge of such registered office; and

    (e) a foreign business trust shall file its irrevocable consent to service
of process, accompanied by a duly certified copy of an order or resolution
of the trustees of any foreign business trust authorizing the execution and
filing of such irrevocable consent, conforming in substance to the consent
required of foreign corporations in K.S.A. 17-7301 and amendments
thereto.

    The secretary of state shall furnish a certified copy of the trust instru-
ment and amendments under his hand and the seal of his office, which
certified copy shall be recorded in the office of the register of deeds of
the county in which the registered office of said business trust in this state
is located.

    Sec. 4. K.S.A. 17-2033 is hereby amended to read as follows: 17-
2033. The trust instrument by which the business trust was created may
be amended in the manner specified therein or in such manner as is valid
under the common law applicable to business trusts: Provided, however,,
except that no such amendment adopted subsequent to the preliminary
filings required by K.S.A. 17-2030, as amended, and amendments thereto
shall be legally effective in this state until an executed copy thereof has
been filed in the office of the secretary of state, accompanied by a fee of
twenty dollars ($20), and a copy thereof certified under the hand and seal
of the secretary of state has been recorded in the office of the register of
deeds of the county in which the registered office in this state of the
business trust is located $20.

    Sec. 5. K.S.A. 17-2037 is hereby amended to read as follows: 17-
2037. Any business trust, domestic or foreign, which has obtained au-
thority under this act to transact business in Kansas may surrender its
said authority at any time by filing in the office of the secretary of state
a certified copy of a resolution duly adopted by its trustees declaring its
intention to withdraw, accompanied by a withdrawal fee of twenty dollars
($20); recording a copy thereof, duly certified under the hand and seal
of the secretary of state, in the office of the register of deeds in the county
in which its registered office in this state is located $20; and filing all
annual reports and paying all annual franchise taxes required by K.S.A.
17-2036, as amended and amendments thereto, and not theretofore pre-
viously filed and paid. During a period of five (5) years following the
effective date of such withdrawal the business trust shall nevertheless be
entitled to convey and dispose of its property and assets in this state,
settle and close out its business in this state, and perform any other act
or acts pertinent to the liquidation of its business, property, and assets in
this state, and to prosecute and defend all suits filed prior to the expiration
of said such five-year period involving causes of action arising prior to the
effective date of such withdrawal or arising out of any act or transaction
occurring during said such five-year period in the course of the liquidation
of its business, property, or assets.

    The withdrawal of a business trust as aforesaid provided in this section
shall have no effect upon any suit filed by or against it prior to the expi-
ration of said such five-year period until such suit has been finally deter-
mined or otherwise finally concluded and all judgments, orders, and de-
crees entered therein have been fully executed, even though such final
determination, conclusion, or execution occurs after the expiration of said
such five-year period. With respect to a foreign business trust, withdrawal
hereunder pursuant to this section shall not affect its written consent to
be sued in the courts of this state, or the jurisdiction over such foreign
business trust of the courts of this state, with respect to any cause of
action which arose prior to the effective date of its withdrawal.

    Sec. 6. K.S.A. 17-5545 is hereby amended to read as follows: 17-
5545. Upon the approval of the commissioner, which approval shall be
endorsed upon four three copies of the merger agreement, the merger
agreement shall become binding upon the respective merging associa-
tions and the merger shall thereupon be effective. The commissioner shall
place a copy of the merger agreement so endorsed in the permanent files
of his office and forward a copy of the merger agreement so endorsed to
the secretary of state for filing. The two remaining copies copy of the
merger agreement so endorsed shall be returned to the association re-
sulting from such merger, one of which and shall be for its permanent
records and the other shall be filed by said association in the office of the
register of deeds of the county in which the home office of such associ-
ation is located. Such association shall file a copy of such merger agree-
ment certified by the register of deeds of the county in which the home
office of such association is located in every county in which it shall be
necessary in order to show transfer of title to property. The commissioner,
upon such approval, shall, if one or more of the merging associations is a
federal savings and loan association, notify the federal home loan bank.

    Sec. 7. K.S.A. 17-5548 is hereby amended to read as follows: 17-
5548. The board of directors of any association may at a meeting called
for that purpose adopt a plan of reorganization of the association. Six (6)
copies of the proposed plan of reorganization signed and acknowledged
by an officer of the association shall be submitted to the commissioner.
If the commissioner shall approve approves the proposed plan of reor-
ganization, the commissioner shall endorse his or her such commissioner's
approval and the date thereof upon the six (6) copies, three (3) of which
shall be retained by the commissioner and three (3) copies returned to
the association, one of which shall be retained by the association. Within
six (6) months after approval, the plan shall be presented to the members
at an annual meeting, or a special meeting called for the purpose of acting
upon such plan, or the approval shall become void. At any such meeting
called for the purpose of acting upon a plan of reorganization which pro-
vides for a reduction of the association's savings liability to each of its
shareholders or (depositors) pro rata to remedy an impairment of capital,
any provision of the association's bylaws notwithstanding, each such
shareholder or (depositor) shall be entitled to one (1) vote, plus an ad-
ditional vote for each one hundred dollars ($100) $100 or fraction thereof
of the amount credited to such shareholder or (depositor) on the books
of the association, without any limitation, except as herein provided, on
for the total votes which may be cast by each shareholder or (depositor).
If at such meeting fifty-one percent (51%) 51% of the shares represented
in person or by proxy vote the adoption of such approved plan, the as-
sociation may proceed to reorganize in accordance therewith. An ac-
knowledged copy of the approved plan bearing the approval of the com-
mittee and a certified copy of the resolution adopting the same shall be
filed in the office of the register of deeds of the county in which the home
office of the association is located. Five (5) copies of the resolution
adopted approving such plan of reorganization and five statements of
filing with the register of deeds all certified by the secretary or an assistant
secretary shall be filed with the commissioner. The commissioner shall
place a copy of such certified resolution and statement and a copy of the
approved plan in the permanent files of his or her such commissioner's
office, and transmit copies thereof to the secretary of state. Copies of the
instruments filed with the register of deeds of the county in which the
home office is located, certified by such register of deeds, shall be filed
with the register of deeds in every county where necessary to show trans-
fer of title of property.

    Sec. 8. K.S.A. 17-5556 is hereby amended to read as follows: 17-
5556. The commissioner shall place a copy in the permanent files of his
the commissioner's office and file a copy with the secretary of state and
with the register of deeds of the county in which the home office of such
association was located.

    Sec. 9. K.S.A. 17-6005 is hereby amended to read as follows: 17-
6005. A copy of the articles of incorporation, or of a restated articles of
incorporation, or of any other certificate or instrument which has been
filed in the office of the secretary of state as required by any provision of
this act, when duly certified by the secretary of state and accompanied
by the certificate of the register of deeds of the county in which it has
been recorded under his hand and the seal of his office stating the fact
and record of its recording in his office, shall be received in all courts,
public offices and official bodies as prima facie evidence of:

    (a) Due execution, acknowledgment, and filing and recording of the
instrument;

    (b) Observance and performance of all acts and conditions necessary
to have been observed and performed precedent to the instrument be-
coming effective; and

    (c) Any other facts required or permitted by law to be stated in the
instrument.

    Sec. 10. K.S.A. 17-6204 is hereby amended to read as follows: 17-
6204. (a) A resident agent may change the address of the registered office
of the corporation or corporations for which such agent is resident agent
to another address in this state by filing with the secretary of state a
certificate, executed and acknowledged by such resident agent, setting
forth the names of all the corporations represented by such resident
agent, and the address at which such resident agent has maintained the
registered office for each of such corporations, and further certifying to
the new address to which each such registered office will be changed on
a given day, and at which new address such resident agent will thereafter
maintain the registered office for each of the corporations recited in the
certificate. Upon the filing of such certificate, with one copy thereof for
each corporation listed on the certificate, the secretary of state shall fur-
nish a certified copy of the same under the secretary's hand and seal of
office, and the certified copy shall be recorded by the resident agent in
the office of the register of deeds of the county where the registered
office of the corporation is located in this state, and thereafter, or until
further change of address, as authorized by law, the registered office in
this state of each of the corporations recited in the certificate shall be
located at the new address of the resident agent thereof as given in the
certificate. If the location of such office shall be changed from one county
to another county, a certified copy of such certificate shall also be re-
corded in the office of the register of deeds for the county in which such
office was formerly located.

    (b) Whenever the location of a resident agent's office is moved to
another room or suite within the same structure and such change is re-
ported in writing to the secretary of state, no fee shall be charged for
recording such change on the appropriate records on file with the sec-
retary of state.

    (c) In the event of a change of name of any person or corporation
acting as resident agent in this state, such resident agent shall file with
the secretary of state a certificate, executed and acknowledged by such
resident agent, setting forth the new name of such resident agent, the
name of such resident agent before it was changed, the names of all the
corporations represented by such resident agent, and the address at which
such resident agent has maintained the registered office for each of such
corporations. Upon the filing of such certificate, with one copy thereof
for each corporation listed on the certificate, the secretary of state shall
furnish a certified copy of the same under the secretary's hand and seal
of office, and the certified copy shall be recorded by the resident agent
in the office of the register of deeds of the county where the registered
office of each of the corporations recited in the certificate is located in
this state.

    Sec. 11. K.S.A. 17-6205 is hereby amended to read as follows: 17-
6205. The resident agent of one or more corporations may resign and
appoint a successor resident agent by filing in duplicate a certificate with
the secretary of state, stating the name and address of the successor agent,
in accordance with subsection (a)(2) of K.S.A. 17-6002 and amendments
thereto. There shall be attached to such certificate a statement of each
affected corporation ratifying and approving such change of resident
agent. Each such statement shall be executed and acknowledged in ac-
cordance with K.S.A. 17-6003 and amendments thereto. Upon such filing,
the successor resident agent shall become the resident agent of such
corporations as have ratified and approved such substitution and the suc-
cessor resident agent's address, as stated in such certificate, shall become
the address of each such corporation's registered office in this state. The
secretary of state shall then issue his certificate that the successor resident
agent has become the resident agent of the corporations so ratifying and
approving such change, and setting out the names of such corporations.
The certificate of the secretary of state shall be recorded in accordance
with K.S.A. 17-6003 and amendments thereto, and the register of deeds
shall forthwith make a note of the change of registered office and resident
agent on the margin of the record of the articles of incorporation of those
corporations which have ratified and approved such change. If the loca-
tion of such office shall be changed from one county to another county,
a certified copy of such certificate shall also be recorded in the office of
the register of deeds for the county in which such office will thereafter
be located.

    Sec. 12. K.S.A. 17-6206 is hereby amended to read as follows: 17-
6206. (a) The resident agent of one or more corporations may resign
without appointing a successor by filing in duplicate a certificate with the
secretary of state; but such resignation shall not become effective until
sixty (60) 60 days after the certificate is filed. There shall be attached to
such certificate, in duplicate, an affidavit of such resident agent, if an
individual, or of the president, a vice-president, or the secretary thereof,
if a corporation that at least thirty (30) 30 days prior to the date of the
filing of said such certificate, due notice was sent by certified or registered
mail to the corporation for which such resident agent was acting, by mail-
ing to the secretary of said such corporation, as said such secretary's name
and address appears on the last annual report of said such corporation
filed with the secretary of state, or if no annual report has been filed,
then as otherwise shown by the files and records of the secretary of state.

    (b) Upon the filing of such certificate of resignation with the secretary
of state, the secretary of state shall furnish the resigning agent a certified
copy of such certificate with attached affidavit, and the same shall be
recorded in the office of the register of deeds for the county in which the
articles of incorporation or certificate of authority to do business of such
corporation is recorded, and the register of deeds shall forthwith make a
note of the resignation of such resident agent on the margin of the record
of the articles of incorporation or certificate of authority to do business
of such corporation.

    (c) After receipt of the notice of the resignation of its resident agent,
provided for in subsection (a) of this section, the corporation for which
such resident agent was acting shall obtain and designate a new resident
agent to take the place of the resident agent so resigning in the same
manner as provided in K.S.A. 17-6203 and amendments thereto for
change of resident agent. If such corporation, being a corporation of this
state, fails to obtain and designate a new resident agent as aforesaid prior
to the expiration of the period of sixty (60) 60 days after the filing by the
resident agent of the certificate of resignation, the secretary of state shall
declare the corporate existence of such corporation forfeited. If such cor-
poration, being a foreign corporation, fails to obtain and designate a new
resident agent as aforesaid prior to the expiration of the period of sixty
(60) 60 days after the filing by the resident agent of the certificate of
resignation, the secretary of state shall forfeit its authority to do business
in this state.

    (d) (c) After the resignation of the resident agent shall have become
effective, as provided in this section, and if no new resident agent shall
have been obtained and designated in the time and manner aforesaid,
service of legal process against the corporation for which the resigned
resident agent had been acting shall thereafter be upon the secretary of
state in the manner prescribed by K.S.A. 60-304 and amendments thereto.

    Sec. 13. K.S.A. 17-6701 is hereby amended to read as follows: 17-
6701. (a) Any two or more corporations existing under the laws of this
state and authorized to issue capital stock may merge into a single cor-
poration, which may be any one of the constituent corporations or they
may consolidate into a new corporation formed by the consolidation, pur-
suant to an agreement of merger or consolidation, as the case may be,
complying and approved in accordance with this section.

    (b) The board of directors of each corporation which desires to merge
or consolidate shall adopt a resolution approving an agreement of merger
or consolidation. The agreement shall state: (1) The terms and conditions
of the merger or consolidation; (2) the mode of carrying the same into
effect; (3) in the case of a merger, such amendments or changes in the
articles of incorporation of the surviving corporation as are desired to be
effected by the merger or, if no such amendments or changes are desired,
a statement that the articles of incorporation of the surviving corporation
shall be its articles of incorporation; (4) in the case of consolidation, that
the articles of incorporation of the resulting corporation shall be as is set
forth in an attachment to the agreement; (5) the manner of converting
the shares of each of the constituent corporations into shares or other
securities of the corporation surviving or resulting from the merger or
consolidation, and, if any shares of any of the constituent corporations are
not to be converted solely into shares or other securities of the surviving
or resulting corporation, the cash, property, rights or securities of any
other corporation which the holders of such shares are to receive in
exchange for, or upon conversion of, such shares and the surrender of
the certificates evidencing certificated shares, which cash, property, rights
or securities of any other corporation may be in addition to or in lieu of
shares or other securities of the surviving or resulting corporation; and
(6) such other details or provisions as are deemed desirable, including,
without limiting, the generality of the foregoing, a provision for the pay-
ment of cash in lieu of the issuance or recognition of fractional shares,
interests or rights, or for any other arrangement with respect thereto,
consistent with the provisions of K.S.A. 17-6405, and amendments
thereto. The agreement so adopted shall be executed in accordance with
K.S.A. 17-6003, and amendments thereto. Any terms of the agreement
of merger or consolidation may be made dependent upon facts ascertain-
able outside of such agreement, provided that the manner in which such
facts shall operate upon the terms of the agreement is clearly and ex-
pressly set forth in the agreement of merger or consolidation.

    (c) The agreement required by subsection (b) shall be submitted to
the stockholders of each constituent corporation at an annual or special
meeting thereof for the purpose of acting on the agreement. Due notice
of the time, place and purpose of the meeting shall be mailed to each
holder of stock of the corporation, whether voting or nonvoting, at the
stockholder's address as it appears on the records of the corporation, at
least 20 days prior to the date of the meeting. At the meeting the agree-
ment shall be considered and a vote taken for its adoption or rejection.
If a majority of the outstanding stock of the corporation entitled to vote
thereon shall be voted for the adoption of the agreement, that fact shall
be certified on the agreement by the secretary or assistant secretary of
the corporation. If the agreement shall be so adopted and certified by
each constituent corporation, it shall then be executed, acknowledged and
filed, and shall become effective, in accordance with K.S.A. 17-6003, and
amendments thereto. It shall be recorded in the office of the register of
deeds of each county of this state in which the registered office of any
such constituent corporation is located; or if any of the constituent cor-
porations shall have been specially created by an act of the legislature,
then the agreement shall be recorded in the county where such corpo-
ration had its principal place of business in this state. In lieu of filing and
recording the agreement of merger or consolidation, the surviving or re-
sulting corporation may file a certificate of merger or consolidation, ex-
ecuted in accordance with K.S.A. 17-6003, and amendments thereto,
which states: (1) The name and state of incorporation of each of the
constituent corporations; (2) that an agreement of merger or consolida-
tion has been approved, adopted, certified, executed and acknowledged
by each of the constituent corporations in accordance with this section;
(3) the name of the surviving or resulting corporation; (4) in the case of
a merger, such amendments or changes in the articles of incorporation
of the surviving corporation as are desired to be effected by the merger
or, if no such changes or amendments are desired, a statement that the
articles of incorporation of one of the surviving corporations shall be the
articles of incorporation; (5) in the case of a consolidation, that the articles
of incorporation of the resulting corporation shall be as is set forth in an
attachment to the certificate; (6) that the executed agreement of consol-
idation or merger is on file at the principal place of business of the sur-
viving or resulting corporation, stating the address thereof; and (7) that a
copy of the agreement of consolidation or merger will be furnished by
the surviving or resulting corporation, on request and without cost, to any
stockholder of any constituent corporation.

    (d) Any agreement of merger or consolidation may contain a provi-
sion that at any time prior to the filing of the agreement or certificate in
lieu thereof with the secretary of state, the agreement may be terminated
by the board of directors of any constituent corporation notwithstanding
approval of the agreement by the stockholders of all or any of the con-
stituent corporations. Any agreement of merger or consolidation may con-
tain a provision that the boards of directors of the constituent corporations
may amend the agreement at any time prior to the filing of the agreement,
or a certificate in lieu thereof, with the secretary of state, except that an
amendment made subsequent to the adoption of the agreement by the
stockholders of any constituent corporation shall not: (1) Alter or change
the amount or kind of shares, securities, cash, property or rights, or any
of the proceedings, in exchange for or on conversion of all or any of the
shares of any class or series thereof of such constituent corporation; (2)
alter or change any term of the articles of incorporation of the surviving
or resulting corporation to be effected by the merger or consolidation; or
(3) alter or change any of the terms and conditions of the agreement if
such alteration or change would adversely affect the holders of any class
or series thereof of such constituent corporation.

    (e) In the case of a merger, the articles of incorporation of the sur-
viving corporation shall automatically be amended to the extent, if any,
that changes in the articles of incorporation are set forth in the agreement
of merger.

    (f) Notwithstanding the requirements of subsection (c), unless re-
quired by its articles of incorporation, no vote of stockholders of a con-
stituent corporation surviving a merger shall be necessary to authorize a
merger if: (1) The agreement of merger does not amend in any respect
the articles of incorporation of such constituent corporation; (2) each
share of stock of such constituent corporation outstanding immediately
prior to the effective date of the merger is to be an identical outstanding
or treasury share of the surviving corporation after the effective date of
the merger; and (3) either no shares of common stock of the surviving
corporation and no shares, securities or obligations convertible into such
stock are to be issued or delivered under the plan of merger, or the
authorized unissued shares or the treasury shares of common stock of the
surviving corporation to be issued or delivered under the plan of merger
plus those initially issuable upon conversion of any other shares, securities
or obligations to be issued or delivered under such plan do not exceed
20% of the shares of common stock of such constituent corporation out-
standing immediately prior to the effective date of the merger. No vote
of stockholders of a constituent corporation shall be necessary to author-
ize a merger or consolidation if no shares of the stock of such corporation
shall have been issued prior to the adoption by the board of directors of
the resolution approving the agreement of merger or consolidation. If an
agreement of merger is adopted by the constituent corporation surviving
the merger, by action of its board of directors and without any vote of its
stockholders pursuant to this subsection, the secretary or assistant sec-
retary of that corporation shall certify on the agreement that the agree-
ment has been adopted pursuant to this subsection and: (1) If it has been
adopted pursuant to the first sentence of this subsection, that the con-
ditions specified in that sentence have been satisfied, or (2) if it has been
adopted pursuant to the second sentence of this subsection, that no shares
of stock of such corporation were issued prior to the adoption by the
board of directors of the resolution approving the agreement of merger
or consolidation. The agreement so adopted and certified shall then be
executed, acknowledged and filed, and shall become effective, in accord-
ance with K.S.A. 17-6003, and amendments thereto. Such filing shall
constitute a representation by the person who executes the agreement
that the facts stated in the certificate remain true immediately prior to
such filing.

    Sec. 14. K.S.A. 17-6702 is hereby amended to read as follows: 17-
6702. (a) Any one or more corporations of this state may merge or con-
solidate with one or more other stock corporations of any other state or
states of the United States, or of the District of Columbia if the laws of
such other jurisdiction permit a corporation of such jurisdiction to merge
or consolidate with a corporation of another jurisdiction. The constituent
corporations may merge into a single corporation, which may be any one
of the constituent corporations, or they may consolidate into a new cor-
poration formed by the consolidation, which may be a corporation of the
state of incorporation of any one of the constituent corporations, pursuant
to an agreement of merger or consolidation, as the case may be, comply-
ing and approved in accordance with this section. In addition, any one or
more corporations organized under the laws of any jurisdiction other than
one of the United States may merge or consolidate with one or more
corporations existing under the laws of this state, if the surviving or re-
sulting corporation will be a corporation of this state, and if the laws under
which the other corporation or corporations are formed permit a corpo-
ration of such jurisdiction to merge or consolidate with a corporation of
another jurisdiction.

    (b) All the constituent corporations shall enter into an agreement of
merger or consolidation. The agreement shall state: (1) The terms and
conditions of the merger or consolidation; (2) the mode of carrying the
same into effect; (3) the manner of converting the shares of each of the
constituent corporations into shares or other securities of the corporation
surviving or resulting from the merger or consolidation and, if any shares
of any of the constituent corporations are not to be converted solely into
shares or other securities of the surviving or resulting corporation, the
cash, property, rights or securities of any other corporation which the
holders of such shares are to receive in exchange for, or upon conversion
of, such shares and the surrender of the certificates evidencing certifi-
cated shares, which cash, property, rights or securities of any other cor-
poration may be in addition to or in lieu of the shares or other securities
of the surviving or resulting corporation; (4) such other details or provi-
sions as are deemed desirable, including, without limiting the generality
of the foregoing, a provision for the payment of cash in lieu of the issuance
or recognition of fractional shares of the surviving or resulting corporation
or of any other corporation the securities of which are to be received in
the merger or consolidation, or for some other arrangement with respect
thereto consistent with the provisions of K.S.A. 17-6405, and amend-
ments thereto; and (5) such other provisions or facts as shall be required
to be set forth in articles of incorporation by the laws of the state which
are stated in the agreement to be the laws that shall govern the surviving
or resulting corporation and that can be stated in the case of a merger or
consolidation. Any of the terms of the agreement of merger or consoli-
dation may be made dependent upon facts ascertainable outside of such
agreement, provided that the manner in which such facts shall operate
upon the terms of the agreement is clearly and expressly set forth in the
agreement of merger or consolidation.

    (c) The agreement shall be adopted, approved, certified, executed
and acknowledged by each of the constituent corporations in accordance
with the laws under which it is formed, and, in the case of a Kansas
corporation, in the same manner as provided in K.S.A. 17-6701, and
amendments thereto. The agreement shall be filed and recorded and shall
become effective for all purposes of the laws of this state when and as
provided in K.S.A. 17-6701, and amendments thereto, with respect to the
merger or consolidation of corporations of this state. In lieu of filing and
recording the agreement of merger or consolidation, the surviving or re-
sulting corporation may file a certificate of merger or consolidation, ex-
ecuted in accordance with K.S.A. 17-6003, and amendments thereto,
which states: (1) The name and state of incorporation of each of the
constituents; (2) that an agreement of merger or consolidation has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with this section; (3) the name of
the surviving or resulting corporation; (4) in the case of a merger, such
amendments or changes in the articles of incorporation of the surviving
corporation as are desired to be effected by the merger or, if no such
amendments or changes are desired, a statement that the articles of in-
corporation of the surviving corporation shall be its articles of incorpo-
ration; (5) in the case of a consolidation, that the articles of incorporation
of the resulting corporation shall be as is set forth in an attachment to
the certificate; (6) that the executed agreement of consolidation or merger
is on file at the principal place of business of the surviving or resulting
corporation and the address thereof; (7) that a copy of the agreement of
consolidation or merger will be furnished by the surviving or resulting
corporation, on request and without cost, to any stockholder of any con-
stituent corporation; (8) if the corporation surviving or resulting from the
merger or consolidation is to be a corporation of this state, the authorized
capital stock of each constituent corporation which is not a corporation
of this state; and (9) the agreement, if any, required by subsection (d).

    (d) If the corporation surviving or resulting from the merger or con-
solidation is to be governed by the laws of the District of Columbia or
any state other than this state, it shall agree that it may be served with
process in this state in any proceeding for enforcement of any obligation
of any constituent corporation of this state, as well as for enforcement of
any obligation of the surviving or resulting corporation arising from the
merger or consolidation, including any suit or other proceeding to enforce
the right of any stockholder as determined in appraisal proceedings pur-
suant to the provisions of K.S.A. 17-6712, and amendments thereto, and
shall irrevocably appoint the secretary of state as its agent to accept service
of process in any such suit or other proceedings and shall specify the
address to which a copy of such process shall be mailed by the secretary
of state. Service of such process shall be made by personally delivering
to and leaving with the secretary of state duplicate copies of such process.
The secretary of state shall forthwith send by registered mail one of such
copies to such surviving or resulting corporation at its address so specified,
unless such surviving or resulting corporation shall thereafter have des-
ignated in writing to the secretary of state a different address for such
purpose, in which case it shall be mailed to the last address so designated.

    (e) The provisions of subsection (d) of K.S.A. 17-6701, and amend-
ments thereto, shall apply to any merger or consolidation under this sec-
tion; the provisions of subsection (e) of K.S.A. 17-6701, and amendments
thereto, shall apply to a merger under this section in which the surviving
corporation is a corporation of this state; the provisions of subsection (f)
of K.S.A. 17-6701, and amendments thereto, shall apply to any merger
under this section.

    Sec. 15. K.S.A. 17-6703 is hereby amended to read as follows: 17-
6703. (a) In any case in which at least 90% of the outstanding shares of
each class of the stock of a corporation or corporations is owned by an-
other corporation and one of such corporations is a corporation of this
state and the other or others are corporations of this state or of any other
state or states or of the District of Columbia and the laws of such other
state or states, or the District of Columbia permit a corporation of such
jurisdiction to merge with a corporation of another jurisdiction, the cor-
poration having such stock ownership may either merge such other cor-
poration or corporations into itself and assume all of its or their obliga-
tions, or merge itself, or itself and one or more of such other corporations,
into one of such other corporations by executing, acknowledging and fil-
ing, in accordance with K.S.A. 17-6003, and amendments thereto, a cer-
tificate of such ownership and merger setting forth a copy of the reso-
lution of its board of directors to so merge and the date of the adoption
thereof, except that in case the parent corporation shall not own all the
outstanding stock of all the subsidiary corporations, parties to a merger
as aforesaid, the resolution of the board of directors of the parent cor-
poration shall state the terms and conditions of the merger, including the
securities, cash, property or rights to be issued, paid, delivered or granted
by the surviving corporation upon surrender of each share of the subsid-
iary corporation or corporations not owned by the parent corporation. If
the parent corporation is not the surviving corporation, the resolution
shall include provision for the pro rata issuance of stock of the surviving
corporation to the holders of the stock of the parent corporation on sur-
render of any certificates therefor, and the certificate of ownership and
merger shall state that the proposed merger has been approved by a
majority of the outstanding stock of the parent corporation entitled to
vote thereon at a meeting thereof duly called and held after 20 days'
notice of the purpose of the meeting mailed to each such stockholder at
the stockholder's address as it appears on the records of the corporation,
if the parent corporation is a corporation of this state, or the certificate
shall state that the proposed merger has been adopted, approved, certi-
fied, executed and acknowledged by the parent corporation in accordance
with the laws under which it is organized, if the parent corporation is not
a corporation of this state. A certified copy of the certificate shall be
recorded in the office of the register of deeds of the county in this state
in which the registered office of each constituent corporation which is a
corporation of this state is located. If the surviving corporation exists un-
der the laws of the District of Columbia or any state other than this state,
the provisions of subsection (d) of K.S.A. 17-6702, and amendments
thereto, shall also apply to a merger under this section.

    (b) If the surviving corporation is a Kansas corporation, it may change
its corporate name by the inclusion of a provision to that effect in the
resolution of merger adopted by the directors of the parent corporation
and set forth in the certificate of ownership and merger, and upon the
effective date of the merger, the name of the corporation shall be so
changed.

    (c) The provisions of subsection (d) of K.S.A. 17-6701, and amend-
ments thereto, shall apply to a merger under this section, and the pro-
visions of subsection (e) of K.S.A. 17-6701, and amendments thereto, shall
apply to a merger under this section in which the surviving corporation
is the subsidiary corporation and is a corporation of this state. References
to ``agreement of merger'' in subsections (d) and (e) of K.S.A. 17-6701,
and amendments thereto, shall mean, for the purposes of this subsection
(c), the resolution of merger adopted by the board of directors of the
parent corporation. Any merger which effects any changes other than
those authorized by this section or made applicable by this subsection
shall be accomplished under the provisions of K.S.A. 17-6701 or 17-6702,
and amendments thereto. The provisions of K.S.A. 17-6712, and amend-
ments thereto, shall not apply to any merger effected under this section,
except as provided in subsection (d).

    (d) In the event all of the stock of a subsidiary Kansas corporation
party to a merger effected under this section is not owned by the parent
corporation immediately prior to the merger, the stockholders of the sub-
sidiary Kansas corporation party to the merger shall have appraisal rights
as set forth in K.S.A. 17-6712, and amendments thereto.

    (e) A merger may be effected under this section although one or
more of the corporations party to the merger is a corporation organized
under the laws of a jurisdiction other than one of the United States, if:
(1) The laws of such jurisdiction permit a corporation of such jurisdiction
to merge with a corporation of another jurisdiction; and (2) the surviving
corporation shall be a corporation of this state.

    Sec. 16. K.S.A. 17-6704 is hereby amended to read as follows: 17-
6704. (a) The term ``joint-stock association,'' as used in this section, in-
cludes any association of the kind commonly known as joint-stock asso-
ciation or joint-stock company and any unincorporated association, trust
or enterprise having outstanding shares of stock or other evidences of
financial or beneficial interest therein, whether formed by agreement or
under statutory authority or otherwise, but does not include a corporation.
The term ``stockholder,'' as used in this section, includes every member
of such joint-stock association or holder of a share of stock or other evi-
dence of financial or beneficial interest therein.

    (b) Any one or more corporations of this state may merge or consol-
idate with one or more joint-stock associations, except a joint-stock as-
sociation formed under the laws of a state which forbids such merger or
consolidation. Such corporation or corporations and such one or more
joint-stock associations may merge into a single corporation or joint-stock
association, which may be any one of such corporations or joint-stock
associations of this state, pursuant to an agreement of merger or consol-
idation, as the case may be, complying and approved in accordance with
this section. The surviving or resulting entity may be organized for profit
or not organized for profit and, if the surviving or resulting entity is a
corporation, it may be a stock corporation or a nonstock corporation.

    (c) Each such corporation and joint-stock association shall enter into
a written agreement of merger or consolidation. The agreement shall
state: (1) The terms and conditions of the merger or consolidation; (2)
the mode of carrying the same into effect; (3) the manner of converting
the shares of stock of each stock corporation, the interests of members
of each nonstock corporation, and the shares, memberships or financial
or beneficial interests in each of the joint-stock associations into shares
or other securities of a stock corporation or membership interests of a
nonstock corporation or into shares, memberships, or financial or bene-
ficial interests of the joint-stock association surviving or resulting from
such merger or consolidation, and, if any shares of any such stock cor-
poration, any membership interests of any such nonstock corporation, or
any shares, memberships or financial or beneficial interests in any such
joint-stock association are not to be converted solely into shares or other
securities of the stock corporation or membership interest of the nonstock
corporation or into shares, memberships, or financial or beneficial inter-
ests of the joint-stock association surviving or resulting from such merger
or consolidation, the cash, property, rights or securities of any other cor-
poration or entity which the holders of shares of any such stock corpo-
ration, membership interests of any such nonstock corporation, or shares,
memberships or financial or beneficial interests of any such joint-stock
association are to receive in exchange for, or upon conversion of such
shares, membership interest or shares, memberships or financial or ben-
eficial interests, and the surrender of any certificates evidencing them,
which cash, property, rights or securities of any other corporation or entity
may be in addition to or in lieu of shares or other securities of the stock
corporation or membership interests of the nonstock corporation or
shares, memberships, or financial or beneficial interests of the joint-stock
association surviving or resulting from such merger or consolidation; and
(4) such other details or provisions as are deemed desirable, including,
without limiting the generality of the foregoing, a provision for the pay-
ment of cash in lieu of the issuance of fractional shares where the surviv-
ing or resulting entity is a corporation. There shall also be set forth in the
agreement such other matters or provisions as shall then be required to
be set forth in articles of incorporation by the laws of this state and that
can be stated in the case of such merger or consolidation. Any of the
terms of the agreement of merger or consolidation may be made de-
pendent upon facts ascertainable outside of such agreement, provided
that the manner in which such facts shall operate upon the terms of the
agreement is clearly and expressly set forth in the agreement of merger
or consolidation.

    (d) The agreement required by subsection (c) of this section shall be
adopted, approved, executed and acknowledged by each of the corpora-
tions in the same manner as is provided in K.S.A. 17-6701, and amend-
ments thereto, and in the case of the joint-stock associations in accordance
with their articles of association or other instrument containing the pro-
visions by which they are organized or regulated or in accordance with
the laws of the state under which they are formed, as the case may be.
Where the surviving or resulting entity is a corporation, the agreement
shall be filed and recorded and shall become effective for all purposes of
the laws of this state when and as provided in K.S.A. 17-6701, and amend-
ments thereto, with respect to the merger or consolidation of corporations
of this state. In lieu of filing and recording the agreement of merger or
consolidation, where the surviving or resulting entity is a corporation, it
may file a certificate of merger or consolidation, executed in accordance
with K.S.A. 17-6003, and amendments thereto, which states:

    (1) The name and state of domicile of each of the constituent entities;

    (2) that an agreement of merger or consolidation has been approved,
adopted, certified, executed and acknowledged by each of the constituent
entities in accordance with this subsection;

    (3) the name of the surviving or resulting corporation;

    (4) in the case of a merger, such amendments or changes in the ar-
ticles of incorporation of the surviving corporation as are desired to be
effected by the merger or, if no such amendments or changes are desired,
a statement that the articles of incorporation of the surviving corporation
shall be its articles of incorporation;

    (5) in the case of a consolidation, that the articles of incorporation of
the resulting corporation shall be as is set forth in an attachment to the
certificate;

    (6) that the executed agreement of consolidation or merger is on file
at the principal place of business of the surviving corporation and the
address thereof; and

    (7) that a copy of the agreement of consolidation or merger will be
furnished by the surviving corporation, on request and without cost, to
any stockholder of any constituent entity.

    Where the surviving or resulting entity is a joint-stock association, the
agreement shall be filed and shall be effective for all purposes when filed
in accordance with the laws regulating the creation of joint-stock associ-
ations.

    (e) The provisions of subsections (d) and (e) of K.S.A. 17-6701, 17-
6709 through 17-6712, and 17-7103, and amendments thereto, shall ap-
ply, insofar as they are applicable, to mergers or consolidations between
corporations and joint-stock associations; and the word ``corporation''
where applicable, as used in those sections, shall be deemed to include
joint-stock associations as defined herein. The personal liability, if any, of
any stockholder of a joint-stock association existing at the time of such
merger or consolidation shall not thereby be extinguished, shall remain
personal to such stockholder and shall not become the liability of any
subsequent transferee of any share of stock in such surviving or resulting
corporation or of any other stockholder of such surviving or resulting
corporation.

    (f) Nothing in this section shall be deemed to authorize the merger
of a charitable nonstock corporation or charitable joint-stock association
into a stock corporation or joint-stock association, if the charitable status
of such nonstock corporation or joint-stock association would thereby be
lost or impaired, but a stock corporation or joint-stock association may be
merged into a charitable nonstock corporation or charitable joint-stock
association which shall continue as the surviving corporation or joint-stock
association.

    (g) A merger of armed forces cooperative insuring association into
armed forces insurance exchange, with armed forces insurance exchange
being the survivor in such merger, shall be a valid merger under the
general corporation code of the state of Kansas upon a filing of the merger
agreement with the secretary of state.

    Sec. 17. K.S.A. 17-6705 is hereby amended to read as follows: 17-
6705. (a) Any two or more nonstock corporations of this state, whether
or not organized for profit, may merge into a single corporation, which
may be any one of the constituent corporations, or they may consolidate
into a new nonstock, nonprofit corporation formed by the consolidation,
pursuant to an agreement of merger or consolidation, as the case may be,
complying and approved in accordance with this section.

    (b) The governing body of each corporation which desires to merge
or consolidate shall adopt a resolution approving an agreement of merger
or consolidation. The agreement shall state: (1) The terms and conditions
of the merger or consolidation; (2) the mode of carrying the same into
effect; (3) such other provisions or facts required or permitted by this act
to be stated in articles of incorporation for nonstock, nonprofit corpora-
tions as can be stated in the case of a merger or consolidation, stated in
such altered form as the circumstances of the case require; (4) the manner
of converting the memberships of each of the constituent corporations
into memberships of the corporation surviving or resulting from the
merger or consolidation; and (5) such other details or provisions as are
deemed desirable. Any of the terms of the agreement of merger or con-
solidation may be made dependent upon facts ascertainable outside of
such agreement, provided that the manner in which such facts shall op-
erate upon the terms of the agreement is clearly and expressly set forth
in the agreement of merger or consolidation.

    (c) The agreement shall be submitted to the members of each con-
stituent corporation who have the right to vote for the election of the
members of the governing body of their corporation, at an annual or
special meeting thereof for the purpose of acting on the agreement. Due
notice of the time, place and purpose of the meeting shall be mailed to
each member of each such corporation who has the right to vote for the
election of the members of the governing body of such corporation, at
the member's address as it appears on the records of the corporation, at
least 20 days prior to the date of the meeting. The notice shall contain a
copy of the agreement or a brief summary thereof, as the governing body
shall deem advisable. At the meeting the agreement shall be considered
and a vote by ballot, in person or by proxy, taken for the adoption or
rejection of the agreement, each member who has the right to vote for
the election of the members of the governing body of his corporation
being entitled to one vote. If the votes of 2/3 of the total number of mem-
bers of each such corporation who have the voting power above men-
tioned shall be for the adoption of the agreement or, in the case of a
nonstock, nonprofit insurance corporation, other than a nonprofit dental
service corporation organized and operated under the nonprofit dental
service corporation act, cited at K.S.A. 40-19a01 et seq., and amendments
thereto, if 2/3 of the total number of members voting at an annual or
special meeting for the purpose of acting on the agreement vote for the
adoption of the agreement, then that fact shall be certified on the agree-
ment by the officer of each such corporation performing the duties or-
dinarily performed by the secretary or assistant secretary of a corporation,
under the seal of each such corporation. The agreement so adopted and
certified shall be executed, acknowledged and filed, and shall become
effective, in accordance with K.S.A. 17-6003, and amendments thereto.
It shall be recorded in the office of the register of deeds of the county in
this state in which the registered office of each such constituent corpo-
ration is located; or if any of the constituent corporations shall have been
specially created by act of the legislature, then the agreement shall be
recorded in the county where such corporation had its principal place of
business in this state. The provisions set forth in the last sentence of
subsection (c) of K.S.A. 17-6701, and amendments thereto, shall apply to
a merger under this section, and the reference therein to ``stockholder''
shall be deemed to include ``member'' hereunder.

    (d) If, under the provisions of the articles of incorporation of any one
or more of the constituent corporations, there shall be no members who
have the right to vote for the election of the members of the governing
body of the corporation other than the members of that body themselves,
the agreement duly entered into as provided in subsection (b) shall be
submitted to the members of the governing body of such corporation or
corporations, at a meeting thereof. Notice of the meeting shall be mailed
to the members of the governing body in the same manner as is provided
in the case of a meeting of the members of a corporation. If at the meeting
2/3 of the total number of members of the governing body shall vote by
ballot, in person, for the adoption of the agreement, that fact shall be
certified on the agreement in the same manner as is provided in the case
of the adoption of the agreement by the vote of the members of a cor-
poration; thereafter, the same procedure shall be followed to consummate
the merger or consolidation.

    (e) The provisions of subsection (e) of K.S.A. 17-6701, and amend-
ments thereto, shall apply to a merger under this section.

    (f) Nothing in this section shall be deemed to authorize the merger
of a charitable nonstock corporation into a nonstock corporation if such
charitable nonstock corporation would thereby have its charitable status
lost or impaired, but a nonstock corporation may be merged into a char-
itable nonstock corporation which shall continue as the surviving corpo-
ration.

    Sec. 18. K.S.A. 17-6804 is hereby amended to read as follows: 17-
6804. (a) If it should be deemed advisable in the judgment of the board
of directors of any corporation that it should be dissolved, the board, after
the adoption of a resolution to that effect by a majority of the whole board
at any meeting called for that purpose, shall cause notice to be mailed to
each stockholder entitled to vote thereon of the adoption of the resolution
and of a meeting of stockholders to take action upon the resolution.

    (b) At the meeting a vote shall be taken for and against the proposed
dissolution. If a majority of the outstanding stock of the corporation en-
titled to vote thereon shall vote for the proposed dissolution, a certificate
stating that the dissolution has been authorized in accordance with the
provisions of this section and setting forth the names and residences of
the directors and officers shall be executed, acknowledged and filed in
accordance with K.S.A. 17-6003 and amendments thereto. The secretary
of state, upon being satisfied that the requirements of this section have
been complied with, shall issue a certificate that the certificate has been
filed, and thereupon, the corporation shall be dissolved, if the certificate
of the secretary of state shall be recorded in the office of the register of
deeds of the county in which the corporation maintained its registered
office in this state in compliance with the requirements of subsection (d)
of K.S.A. 17-6003 and amendments thereto.

    (c) Whenever all the stockholders entitled to vote on a dissolution
shall consent in writing to a dissolution, either in person or by duly au-
thorized attorney, no meeting of directors or stockholders shall be nec-
essary, but on filing the consent in the office of the secretary of state in
accordance with K.S.A. 17-6003 and amendments thereto, the secretary
of state, upon being satisfied that the requirements of this section have
been complied with, shall issue a certificate that the consent to dissolution
has been filed, and thereupon the corporation shall be dissolved, if the
certificate of the secretary of state shall be recorded in the office of the
register of deeds of the county in which the corporation maintained its
registered office in this state in compliance with the requirements of
subsection (d) of K.S.A. 17-6003 and amendments thereto. In the event
that the consent if signed by an attorney, the original power of attorney
or a photocopy thereof shall be attached to and filed with the consent.
The consent filed with the secretary of state shall have attached to it the
affidavit of the secretary or some other officer of the corporation stating
that the consent has been signed by or on behalf of all the stockholders
entitled to vote on a dissolution; in addition there shall be attached to the
consent a certification by the secretary or some officer of the corporation
setting forth the names and residences of the directors and officers of the
corporation.

    (d) If the stockholders of a corporation of the state, having only two
stockholders, each of which owns 50% of the stock therein, shall be unable
to agree upon the desirability of dissolving the corporation and disposing
of the corporate assets, either stockholder may file with the district court
a petition stating that it desires to dissolve the corporation and to dispose
of the assets thereof in accordance with a plan to be agreed upon by both
stockholders. Such petition shall have attached thereto a copy of the pro-
posed plan of dissolution and distribution and a certificate stating that
copies of such petition and plan have been transmitted in writing to the
other stockholder and to the directors and officers of such corporation.

    Unless both stockholders file with the district court (1) within three
months of the date of the filing of such petition, a certificate stating that
they have agreed on such plan, or a modification thereof, and (2) within
one year from the date of the filing of such petition, a certificate stating
that the distribution provided by such plan has been completed, the court
may dissolve such corporation and, by appointment of one or more trus-
tees or receivers with all the powers and title of a trustee or receiver
appointed under K.S.A. 17-6808 and amendments thereto, may admin-
ister and wind up its affairs. Either or both of the above periods of time
may be extended by agreement of the stockholders, evidenced by a cer-
tificate filed with the court prior to the expiration of such period.

    Sec. 19. K.S.A. 17-7001 is hereby amended to read as follows: 17-
7001. (a) At any time prior to the expiration of three (3) years following
the dissolution of a corporation pursuant to K.S.A. 17-6804 and amend-
ments thereto, or, at any time prior to the expiration of such longer period
as the court may have directed pursuant to K.S.A. 17-6807 and amend-
ments thereto, a corporation may revoke the dissolution theretofore ef-
fected by it in the following manner:

    (1) The board of directors shall adopt a resolution recommending
that the dissolution be revoked and directing that the question of the
revocation be submitted to a vote at a special meeting of stockholders.

    (2) Notice of the special meeting of stockholders shall be given in
accordance with K.S.A. 17-6512 and amendments thereto to each stock-
holder whose shares were entitled to vote upon a proposed dissolution
before the corporation was dissolved.

    (3) At the meeting, a vote of the stockholders shall be taken on the
resolution to revoke the dissolution. If a majority of the stock of the
corporation which was outstanding and entitled to vote upon a dissolution
at the time of its dissolution shall be voted for the resolution, a certificate
of revocation of dissolution shall be executed and acknowledged in ac-
cordance with K.S.A. 17-6003 and amendments thereto, which shall state:

    (i) The name of the corporation;

    (ii) the names and respective addresses of its officers;

    (iii) the names and respective addresses of its directors; and

    (iv) that a majority of the stock of the corporation which was outstand-
ing and entitled to vote upon a dissolution at the time of its dissolution
have voted in favor of a resolution to revoke the dissolution.

    (b) Upon the filing of the certificate of revocation of dissolution in
the office of the secretary of state, the secretary of state, upon being
satisfied that the requirements of this section have been complied with,
shall issue his the secretary's certificate that the dissolution has been re-
voked. The certificate of the secretary of state shall be recorded in the
office of the register of deeds of the county in which the registered office
of the corporation was maintained. Upon the issuance of such certificate
by the secretary of state, the revocation of the dissolution shall become
effective and the corporation may again carry on its business.

    (c) If, after the dissolution of any such corporation became effective,
any other corporation organized under the laws of this state shall have
adopted the same name as such corporation, or shall have adopted a name
so nearly similar thereto as not to distinguish it from such corporation, or
any foreign corporation shall have qualified to do business in this state
under the same name as such corporation or under a name so nearly
similar thereto as not to distinguish it from such corporation, then such
corporation shall not be reinstated under the same name which it bore
when its dissolution became effective. In such case, it shall adopt and be
reinstated under some other name, and the certificate to be filed under
the provisions of this section shall set forth the name borne by such cor-
poration at the time its dissolution became effective and the new name
under which it is to be reinstated.

    (d) Nothing in this section shall be construed to affect the jurisdiction
or power of the district court under K.S.A. 17-6808 and 17-6809 and
amendments thereto.

    Sec. 20. K.S.A. 17-7002 is hereby amended to read as follows: 17-
7002. (a) Any corporation may procure an extension, restoration, renewal
or revival of its articles of incorporation, if a domestic corporation, or its
authority to engage in business, if a foreign corporation, together with all
the rights, franchises, privileges and immunities and subject to all of its
duties, debts and liabilities which had been secured or imposed by its
original articles of incorporation, and all amendments thereto, or by its
authority to engage in business, as the case may be, and may designate a
new registered office and resident agent in the following instances:

    (1) At any time before the expiration of the time limited for the cor-
poration's existence;

    (2) at any time, where the corporation's articles of incorporation, if a
domestic corporation, or the authority to engage in business, if a foreign
corporation, has become inoperative by law for nonpayment of taxes;

    (3) at any time, where the articles of incorporation of a domestic
corporation or the authority to engage in business of a foreign corporation
has expired by reason of failure to renew it;

    (4) at any time, where the articles of incorporation of a domestic
corporation or the authority to engage in business of a foreign corporation
has been renewed, but through failure to comply strictly with the provi-
sions of this act, the validity of such renewal has been brought into ques-
tion; and

    (5) at any time, where the articles of incorporation of a domestic
corporation or the authority to engage in business of a foreign corporation
has been forfeited pursuant to subsection (c) of K.S.A. 17-6206 and
amendments thereto.

    (b) The extension, restoration, renewal or revival of the articles of
incorporation or authority to engage in business may be procured by
executing, acknowledging, and filing and recording a certificate in ac-
cordance with K.S.A. 17-6003, and amendments thereto.

    (c) The certificate required by subsection (b) shall state:

    (1) The name of the corporation, which shall be the existing name of
the corporation or the name it bore when its articles of incorporation or
authority to engage in business expired, except as provided in subsection
(e);

    (2) if a new registered office and resident agent is designated, the
address of the corporation's registered office in this state, which shall
include the street, city and county and the name of its resident agent at
such address;

    (3) whether or not the renewal, restoration or revival is to be per-
petual and, if not perpetual, the time for which the renewal, restoration
or revival is to continue; and, in case of renewal before the expiration of
the time limited for its existence, the date when the renewal is to com-
mence, which shall be prior to the date of the expiration of the old articles
of incorporation or authority to engage in business which it is desired to
renew;

    (4) that the corporation desiring to be renewed or revived and so
renewing or reviving its corporate existence was duly organized under the
laws of the state of its original incorporation;

    (5) the date when the articles of incorporation or the authority to
engage in business would expire, if such is the case, or such other facts
as may show that the articles of incorporation or the authority to engage
in business has become inoperative or void or that the validity of any
renewal has been brought into question; and

    (6) that the certificate for revival is filed by authority of those who
were directors or members of the governing body of the corporation at
the time its articles of incorporation or the authority to engage in business
expired, or who were elected directors or members of the governing body
of the corporation as provided in subsection (g).

    (d) Upon the filing of the certificate in accordance with K.S.A. 17-
6003, and amendments thereto, the corporation shall be renewed and
revived with the same force and effect as if its articles of incorporation
had not become inoperative and void or had not expired by limitation.
Such reinstatement shall validate all contracts, acts, matters and things
made, done and performed within the scope of its articles of incorporation
by the corporation, its officers and agents during the time when its articles
of incorporation were inoperative or void or after their expiration by lim-
itation, with the same force and effect and to all intents and purposes as
if the articles of incorporation had at all times remained in full force and
effect. All real and personal property, rights and credits, which belonged
to the corporation at the time its articles of incorporation became inop-
erative or void, or expired by limitation and which were not disposed of
prior to the time of its revival or renewal shall be vested in the corporation
after its revival or renewal, as fully and amply as they were held by the
corporation at and before the time its articles of incorporation became
inoperative or void or expired by limitation, and the corporation after its
renewal or revival shall be as exclusively liable for all contracts, acts, mat-
ters and things made, done or performed in its name and on its behalf
by its officers and agents prior to its reinstatement, as if its articles of
incorporation had remained at all times in full force and effect.

    (e) If, since the articles of incorporation became inoperative or void
for nonpayment of taxes or expired by limitation, any other corporation
organized under the laws of this state shall have adopted the same name
as the corporation sought to be renewed or revived or shall have adopted
a name so nearly similar thereto as not to distinguish it from the corpo-
ration to be renewed or revived, or any foreign corporation qualified in
accordance with K.S.A. 17-7301, and amendments thereto, shall have
adopted the same name as the corporation sought to be renewed or re-
vived, or shall have adopted a name so nearly similar thereto as not to
distinguish it from the corporation to be renewed or revived, then in such
case the corporation to be renewed or revived shall not be renewed under
the same name which it bore when its articles of incorporation became
inoperative or void or expired, but shall adopt or be renewed under some
other name; and in such case the certificate to be filed under the provi-
sions of this section shall set forth the name borne by the corporation at
the time its articles of incorporation became inoperative or void or expired
and the new name under which the corporation is to be renewed or
revived.

    (f) Any corporation seeking to renew or revive its articles of incor-
poration under the provisions of this act shall file all annual reports and
pay to the secretary of state an amount equal to all fees and taxes and any
penalties thereon due. Nonprofit corporations shall file only the annual
reports for the three most recent reporting periods, but shall pay all priv-
ilege fees due.

    (g) If a sufficient number of the last acting officers of any corporation
desiring to renew or revive its articles of incorporation are not available
by reason of death, unknown address or refusal or neglect to act, the
directors of the corporation or those remaining on the board, even if only
one, may elect successors to such officers. In any case where there shall
be no directors of the corporation available for the purposes aforesaid,
the stockholders may elect a full board of directors, as provided by the
bylaws of the corporation, and the board shall then elect such officers as
are provided by law, by the articles of incorporation or by the bylaws to
carry on the business and affairs of the corporation. A special meeting of
the stockholders for the purpose of electing directors may be called by
any officer, director or stockholder upon notice given in accordance with
K.S.A. 17-6512, and amendments thereto.

    (h) After a revival of the articles of incorporation of the corporation
shall have been effected, except where a special meeting of stockholders
has been called in accordance with the provisions of subsection (g), the
officers who signed the certificate of revival jointly shall call forthwith a
special meeting of the stockholders of the corporation upon notice given
in accordance with K.S.A. 17-6512, and amendments thereto, and at the
special meeting the stockholders shall elect a full board of directors, which
board shall then elect such officers as are provided by law, by the articles
of incorporation or the bylaws to carry on the business and affairs of the
corporation.

    (i) Whenever it shall be desired to renew or revive the articles of
incorporation of any corporation not for profit and having no capital stock,
the governing body shall perform all the acts necessary for the renewal
or revival of the articles of incorporation of the corporation which are
performed by the board of directors in the case of a corporation having
capital stock. The members of any corporation not for profit and having
no capital stock who are entitled to vote for the election of members of
its governing body shall perform all the acts necessary for the renewal or
revival of the articles of the corporation which are performed by the
stockholders in the case of a corporation having capital stock. In all other
respects, the procedure for the renewal or revival of the articles of in-
corporation of a corporation not for profit and having no capital stock
shall conform, as nearly as may be applicable, to the procedure prescribed
in this section for the renewal or revival of the articles of incorporation
of a corporation having capital stock.

    Sec. 21. K.S.A. 17-7204 is hereby amended to read as follows: 17-
7204. Any corporation organized under the laws of this state may become
a close corporation by executing, acknowledging, and filing and recording,
in accordance with K.S.A. 17-6003 and amendments thereto, a certificate
of amendment of its articles of incorporation which shall contain: (1) A
statement that it elects to become a close corporation,; (2) the provisions
required by K.S.A. 17-7202 and amendments thereto to appear in the
articles of incorporation of a close corporation; and (3) a heading stating
the name of the corporation and that it is a close corporation. Such
amendment shall be adopted in accordance with the requirements of
K.S.A. 17-6601 or 17-6602 and amendments thereto, except that it must
be approved by a vote of the holders of record of at least two-thirds (2/3)
2/3 of the shares of each class of stock of the corporation which are out-
standing.

    Sec. 22. K.S.A. 17-7302 is hereby amended to read as follows: 17-
7302. (a) Whenever any foreign corporation admitted to do business in
this state is a party to a merger or consolidation with any other foreign
corporation, whether or not admitted to do business in this state, the
resident agent of such foreign corporation shall file with the secretary of
state of this state, within 30 days after the time the merger or consoli-
dation becomes effective, a certificate of the proper officer of the juris-
diction under the laws of which the merger or consolidation was effected,
attesting to such merger or consolidation and stating:

    (1) The corporate parties thereto;

    (2) the time when such merger or consolidation became effective;
and

    (3) that the resulting or surviving corporation is a corporation in good
standing in such jurisdiction.

    (b) Upon the written request of any person and the payment of a fee
of $25, the resident agent of any foreign corporation admitted to do busi-
ness in this state shall furnish such person with a copy of the articles of
incorporation of such corporation which are then in effect, within 30 days
after such request. If the resident agent does not furnish the articles of
incorporation within the prescribed time, the person requesting a copy
thereof may apply to the secretary of state for an order directing the
resident agent to furnish such person with a copy of the articles of incor-
poration within 30 days of the date of the order. Upon such application
being made, the secretary of state shall issue the order, and if the resident
agent fails to comply therewith, the right of such foreign corporation to
do business in this state shall be forfeited.

    (c) Whenever any foreign corporation admitted to do business in this
state shall amend its articles of incorporation in a manner which affects
any of the information contained on such corporation's application to do
business in Kansas, the resident agent of such corporation shall file with
the secretary of state, within 30 days after the amendment is adopted, a
certificate of the proper officer of the jurisdiction in which such corpo-
ration has been incorporated attesting to such amendment. Any foreign
corporation may amend its original application for authority to do business
in Kansas by certifying that such amendment has been duly adopted, and
by executing, acknowledging, and filing and recording the same in ac-
cordance with K.S.A. 17-6003 and amendments thereto.

    Sec. 23. K.S.A. 1997 Supp. 17-7706 is hereby amended to read as
follows: 17-7706. (a) After an agreement of merger or consolidation is
authorized, approved and certified in accordance with K.S.A. 17-7705,
and amendments thereto, the surviving or new entity shall file the agree-
ment of merger or consolidation with the secretary of state or, in lieu
thereof, a certificate of merger or consolidation, duly executed, by each
constituent entity setting forth:

    (1) The name, state or country of organization and nature or type of
each of the constituent entities;

    (2) that an agreement of merger or consolidation has been authorized
and approved by each of the constituent entities in accordance with K.S.A.
17-7705, and amendments thereto.

    (3) the effective date of the merger or consolidation which may not
exceed 90 days after the date of filing of the agreement of merger or
consolidation or the articles of merger or consolidation;

    (4) the name of the surviving or new entity;

    (5) if applicable, the address of the registered office and the name of
the registered agent at such office for the surviving or new entity;

    (6) in the case of a merger, such amendments or changes to the or-
ganizational documents of the surviving entity, as are desired to be ef-
fected by the merger, or, if no such amendments or changes are desired,
a statement that the organizational documents of the surviving entity shall
be its organizational documents;

    (7) in the case of a consolidation, that the organizational documents
of the new entity shall be set forth in an attachment to such agreement
or articles of merger or consolidation;

    (8) that the executed agreement of merger or consolidation is on file
at the principal place of business of the surviving or new entity, stating
the address thereof; and

    (9) that a copy of the agreement of merger or consolidation will be
furnished by the surviving or new entity, on request and without cost, to
any partner, shareholder, member or their equivalent of any entity that
is a party to the merger or consolidation.

    (b) The agreement or certificate of merger or consolidation shall be
filed in accordance with K.S.A. 17-6003 and amendments thereto, except
that no filing with the register of deeds is required unless a domestic
corporation or a foreign corporation qualified to do business in Kansas is
a constituent entity.

    (c) A merger or consolidation shall be effective when the require-
ments for effectiveness of laws under which any constituent entity was
formed have been met and the certificate of merger or consolidation has
been filed by the secretary of state, unless a later date is certified in the
agreement of merger or consolidation or articles of merger or consoli-
dation, in which case, the effective date of the merger or consolidation
will be the date so specified which shall, in no event, exceed 90 days after
the date the agreement of merger or consolidation or certificate of merger
or consolidation is delivered to the secretary of state for filing.

    Sec. 24. K.S.A. 17-1637, 17-1638, 17-2030, 17-2033, 17-2037, 17-
5545, 17-5548, 17-5556, 17-6005, 17-6204, 17-6205, 17-6206, 17-6701,
17-6702, 17-6703, 17-6704, 17-6705, 17-6804, 17-7001, 17-7002, 17-7204
and 17-7302 and K.S.A. 1997 Supp. 17-7706 are hereby repealed.

    Sec. 25. This act shall take effect and be in force from and after its
publication in the statute book.

I hereby certify that the above Bill originated in the House,
and passed that body

__________________________________

House concurred in
Senate amendments __________________________

__________________________________

Speaker of the House.

__________________________________

Chief Clerk of the House.

Passed the Senate
as amended __________________________

__________________________________

President of the Senate

__________________________________

Secretary of the Senate.

Aproved __________________________

__________________________________

Governor.