SENATE BILL No. 474 An Act concerning corporations; relating to filing of articles of incorporation and other
instruments; amending K.S.A. 17-6003 and repealing the existing section. Be it enacted by the Legislature of the State of Kansas:

    Section 1. K.S.A. 17-6003 is hereby amended to read as follows:
17-6003. (a) Whenever any provision of this act requires any instrument
to be filed with the secretary of state or in accordance with this section
or act, such instrument shall be executed as follows:

    (1) The articles of incorporation shall be signed by the incorporator
or incorporators, and any other instrument to be filed before the election
of the initial board of directors, if the initial directors were not named in
the articles of incorporation, shall be signed by the incorporator or in-
corporators; and

    (2) all other instruments shall be signed: (i) By the chairperson or
vice-chairperson of the board of directors, or by the president or a vice-
president, and attested by the secretary or an assistant secretary, or by
such officers as may be duly authorized to exercise the duties, respec-
tively, ordinarily exercised by the president or vice-president and by the
secretary or assistant secretary of a corporation; (ii) if it appears from the
instrument that there are no such officers, by a majority of the directors
or by such directors as may be designated by the board; (iii) if it appears
from the instrument that there are no such officers or directors, by the
holders of record, or such of them as may be designated by the holders
of record, of a majority of all outstanding shares of stock; or (iv) by the
holders of record of all outstanding shares of stock.

    (b) Whenever any provision of this act requires any instrument to be
acknowledged, such requirement means that the instrument was ac-
knowledged in accordance with the uniform law on notarial acts.

    (c) Whenever any provision of this act requires any instrument to be
filed with the secretary of state or in accordance with this section or act,
such requirement means that:

    (1) The original signed instrument, together with a duplicate copy
which may be either a signed or conformed copy, shall be delivered to
the office of the secretary of state;

    (2) all taxes and fees authorized by law to be collected by the secretary
of state in connection with the filing of the instrument shall be tendered
to the secretary of state;

    (3) upon delivery of the instrument, and upon tender of the required
taxes and fees, the secretary of state shall certify that the instrument has
been filed in the office of secretary of state by endorsing upon the original
signed instrument the word ``Filed'' and the date and hour of its filing.
This endorsement is the ``filing date'' of the instrument and is conclusive
of the date and time of its filing in the absence of actual fraud. The
secretary of state shall thereupon file and index the endorsed instrument;
and

    (4) the secretary of state shall compare the duplicate copy with the
original signed instrument, and if the secretary of state finds that they are
identical, the secretary of state shall certify the duplicate copy by making
upon it the same endorsement which is required to appear upon the
original, together with a further endorsement that the duplicate copy is
a true copy of the original signed instrument;.

    (5) the duplicate copy of the instrument so certified by the secretary
of state shall be recorded in the office of the register of deeds of the
county in which the corporation's registered office in this state is, or is to
be, located; and

    (6) upon receipt of the certified copy of the instrument, the register
of deeds shall record and index it in a book kept for that purpose.

    (d) Any instrument filed in accordance with subsection (c) shall be
effective upon its filing date. except that if the instrument is not recorded
in accordance with paragraph (5) of subsection (c) within 20 days after
its filing date, the recording fee to be collected by the register of deeds
shall be increased by 25%. Any instrument filed in accordance with sub-
section (c) during the period from January 1, 1986, through June 30, 1987,
shall be deemed to be effective upon its filing date, unless a different
effective date was specified for the instrument in accordance with this
subsection, if the instrument was recorded in accordance with paragraph
(5) of subsection (c) during such period but was not recorded within 20
days after the filing date. Except where it has been determined otherwise
by a court of competent jurisdiction, any instrument filed in accordance
with subsections (c)(1) through (c)(4) prior to July 1, 1998, shall be
deemed to be effective on the date it was so filed, unless a different effective
date was specified for the instrument in accordance with this subsection,
and the recording of such instrument with a register of deeds shall not be
required in order for the instrument to take effect. Any instrument may
provide that it is not to become effective until a specified date subsequent
to its filing date, but such date shall not be later than 90 days after its
filing date.

    (e) If another section of this act or any other law of this state specif-
ically prescribes a manner of executing, acknowledging, filing or recording
a specified instrument or a time when such instrument shall become
effective, which differs from the corresponding provisions of this section,
then the provisions of such other section shall govern.

    (f) Whenever any instrument authorized to be filed with the secretary
of state under any provision of this act has been so filed and is an inac-
curate record of the corporate action therein referred to, or was defec-
tively or erroneously executed, sealed or acknowledged, such instrument
may be corrected by filing with the secretary of state a certificate of
correction of such instrument which shall be executed, acknowledged,
filed and recorded in accordance with this section. The certificate of cor-
rection shall specify the inaccuracy or defect to be corrected and shall set
forth the portion of the instrument in corrected form. The corrected
instrument shall be effective as of the date the original instrument was
filed, except as to those persons who are substantially and adversely af-
fected by the correction and as to those persons, the corrected instrument
shall be effective from the filing date.

    (g) Whenever any corporation conveys any lands or interests therein
by deed or other appropriate instrument of conveyance, such deed or
instrument shall be executed on behalf of the corporation by the presi-
dent, vice-president or presiding member or trustee of the corporation.
Such deed or instrument, when acknowledged by such officer to be the
act of the corporation, or proved in the same manner provided for other
conveyances of lands, may be recorded in the same manner and with the
same effect as other deeds. Corporations likewise shall have power to
convey by an agent or attorney so authorized under letter of attorney or
other instrument containing a power to convey real estate or any interest
therein, which power of attorney shall be executed by the corporation in
the same manner as herein provided for the execution of deeds or other
instruments of conveyance.

    Sec. 2. K.S.A. 17-6003 is hereby repealed.

    Sec. 3. This act shall take effect and be in force from and after its
publication in the statute book.

I hereby certifiy that the above Bill originated in the
Senate, and passed that body

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President of the Senate.

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Secretary of the Senate.

Passed the House __________________________

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Speaker of the House.

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Chief Clerk of the House.

Approved__________________________________

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Governor.