CHAPTER 39
SENATE BILL No. 529
An Act concerning corporations; relating to execution of certain
documents thereof; reor-
ganization as a holding company; amending K.S.A. 17-1506, 17-1607,
17-4607, 17-4615,
17-4616, 17-4617, 17-4618, 17-4621, 17-4622, 17-6006, 17-6603,
17-6708, 17-6803, 17-
6805 and 17-7208 and K.S.A. 1999 Supp. 17-1507, 17-1608, 17-1637,
17-1638, 17-2201,
17-6001, 17-6002, 17-6003, 17-6005, 17-6203, 17-6204, 17-6205,
17-6401, 17-6601, 17-
6602, 17-6605, 17-6701, 17-6702, 17-6703, 17-6704, 17-6705,
17-6706, 17-6707, 17-
6804, 17-6913, 17-7001, 17-7002, 17-7204, 17-7301 and 17-7302 and
repealing the ex-
isting sections.
Be it enacted by the Legislature of the State of Kansas:
Section 1. K.S.A. 1999 Supp.
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. The
execution of any document pursuant to chapter 17 of the Kansas
Statutes
Annotated shall constitute an oath or affirmation, under the
penalties of
perjury, that the facts stated in the document are true.
(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. Any signature on documents
author-
ized to be filed with the secretary of state under the provisions
of this
chapter may be a facsimile, a conformed signature or an
electronically
transmitted signature;
(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.
(d) Any instrument filed in accordance
with subsection (c) shall be
effective upon its filing date. Except where it has been determined
oth-
erwise by a court of competent jurisdiction, any instrument filed
in ac-
cordance 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 or filing a speci-
fied 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,
and filed and recorded in accordance with
this section. The certificate of
correction 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. 17-1506 is hereby
amended to read as follows: 17-
1506. They The stockholders of any such
cooperative corporation shall
sign and acknowledge written articles of
incorporation which shall con-
tain: The name of the corporation; the names and residence of the
persons
forming the same such corporation; the
purpose of the organization; the
principal place of business; the amount of capital stock; the
number of
shares and the par value of each share; the number of directors and
the
names of those selected for the first term; and the time for
which the
corporation is to continue, not to exceed fifty
50 years.
Sec. 3. K.S.A. 1999 Supp. 17-1507
is hereby amended to read as
follows: 17-1507. The articles of incorporation shall be
executed, acknowl-
edged and filed and become effective in the manner
prescribed by the
general corporation code. The secretary of state shall return to
the cor-
poration a certified copy of the same such
articles of incorporation, with
the date of filing and attested with the seal of the secretary's
office.
Sec. 4. K.S.A. 17-1607 is hereby
amended to read as follows: 17-
1607. (a) Each association formed under this act must prepare and
file
the articles of incorporation, setting forth:
(1) The name of the association.
(2) The purposes for which it is
formed.
(3) The term for which it is to exist, if
the term is not to be perpetual.
(4) The number of directors, which shall
be five or more, and the
term of office of such directors.
(5) If organized without capital stock,
the application shall set forth
the general rule or rules applicable to all members by which the
property
rights and interests, respectively, of each member may and shall be
de-
termined and fixed. The association shall have the power to admit
new
members who shall be entitled to share in the property of the
association
with the old members, in accordance with such general rule or
rules. This
provision of the application for charter shall not be altered,
amended, or
repealed except by the written consent or the vote of
three-fourths 3/4 of
the members.
(6) If organized with capital stock, the
amount of such stock and the
number of shares into which it is divided and the par value
thereof.
(7) The address and county of its
registered office in the state and
the name, address, other than a post office box, and county of its
resident
agent in the state.
(b) The capital stock may be divided into
preferred and common
stock. If so divided, the application for charter must contain a
statement
of the number of shares of stock to which preference is granted and
the
number of shares of stock to which no preference is granted and
the
nature and extent of the preference and privileges granted to each.
The
application for charter must be subscribed by the incorporators
and ac-
knowledged by them before an officer authorized by the law
of this state
to take and certify acknowledgment of deeds and
conveyances; and shall
be filed in accordance with the provisions of the general
corporation law
of this state.
Sec. 5. K.S.A. 1999 Supp. 17-1608
is hereby amended to read as
follows: 17-1608. The charter may be altered or amended by any
annual
meeting or at any special meeting called for that purpose. Any
amend-
ment must first be approved by 2/3 of the directors and then be
adopted
by a vote representing a majority of all the members or voting
stockhold-
ers of the association. In lieu of a vote representing a majority
of all the
members or voting stockholders, an amendment may be adopted by
a
vote of 2/3 of the voting members or voting stockholders present
and
voting at an annual meeting of the association or a special meeting
called
for the purpose of voting on the amendment and upon written notice
sent
by first-class mail to every member or voting stockholder at such
mem-
ber's or voting stockholder's last known post-office address at
least 10
days prior to such meeting. Amendments to the charter when
so adopted
as provided in this section shall be executed,
acknowledged and filed and
become effective in accordance with the provisions of the general
cor-
poration code.
Sec. 6. K.S.A. 1999 Supp. 17-1637
is hereby amended to read as
follows: 17-1637. (a) Any two or more associations incorporated
under
the cooperative marketing act, cited at K.S.A. 17-1601, et
seq., and
amendments thereto, or any association incorporated under the
cooper-
ative marketing act, cited at K.S.A. 17-1601, et seq., and
amendments
thereto, and a corporation existing under the laws of this state,
may merge
into a single association or corporation, which may be any of the
constit-
uent associations or corporations or they may consolidate into a
new as-
sociation 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 as provided in this section 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 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
(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
is adopted and certified by
each constituent association or corporation, the agreement shall
then be
executed, acknowledged and filed, and shall become
effective, in accord-
ance with K.S.A. 17-6003, and amendments thereto. In lieu of filing
the
agreement of merger or consolidation, the surviving or resulting
associ-
ation or corporation 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 incorporation
of each of the constituent
associations or corporations;
(2) that an agreement of merger or
consolidation has been approved,
adopted, certified, and executed
and acknowledged by each of the con-
stituent 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
as provided in this section shall then be
executed, acknowledged and filed,
and shall become effective, 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. 7. K.S.A. 1999 Supp. 17-1638
is hereby amended to read as
follows: 17-1638. (a) Any one or more associations incorporated
under
the cooperative marketing act, cited at K.S.A. 17-1601 et
seq., and amend-
ments thereto, may merge or consolidate with one or more other
asso-
ciations 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 association or corporation of such jurisdiction to merge or
consolidate
with an association or corporation of another jurisdiction. The
constituent
associations or corporations may merge into a single association or
cor-
poration, which may be any one of the constituents, or they may
consol-
idate 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
agreement 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, and exe-
cuted and acknowledged by each of the constituent
associations or cor-
porations 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
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
the agreement of merger or consolidation, the surviving or
resulting as-
sociation or corporation 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 incorporation
of each of the constituents;
(2) that an agreement of merger or
consolidation has been approved,
adopted, certified, and executed
and acknowledged by each of the con-
stituents 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 amendments thereto, and
shall irrevo-
cably 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 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
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, and amend-
ments thereto, shall apply to any merger or consolidation
under this sec-
tion. The provisions of subsection (f) of K.S.A. 17-1637, and
amendments
thereto, shall apply to a merger under this section in which
the surviving
association or corporation is an association or corporation of this
state.
The provisions of subsection (g) of K.S.A. 17-1637, and
amendments
thereto, shall apply to any merger under this section.
Sec. 8. K.S.A. 1999 Supp. 17-2201
is hereby amended to read as
follows: 17-2201. (a) Any seven persons, residents of the state of
Kansas,
may apply to the administrator of the credit union department for
per-
mission to organize a credit union by signing and
acknowledging in du-
plicate a certificate of organization and entering into articles of
incorpo-
ration, in which they shall bind themselves to comply with its
requirements and with all the laws, rules and regulations
applicable to
credit unions. The articles of incorporation shall set forth:
(1) The name of the proposed credit union
which shall contain the
words ``credit union'' and shall not be the same as that of any
other credit
union in this state.
(2) The names and addresses of the
subscribers to the articles of
incorporation, and the number of shares subscribed by each.
(3) A statement that organization as a
credit union is desired under
this particular law, the par value of the shares and the manner in
which
the par value of shares may be changed from time to time.
(4) The address, which shall include the
street, number, city and
county of the corporation's registered office in this state and the
name of
its resident agent at such address.
(b) At the time of filing the articles of
incorporation with the admin-
istrator, the organizers shall submit, in duplicate, sets of bylaws
with ack-
nowledgment of their adoption by the organizers
which shall provide:
(1) The date of the first annual meeting,
the manner in which sub-
sequent annual meeting dates shall be determined, the manner of
noti-
fication of meetings and conducting the same
meetings, the number of
members constituting a quorum and regulations as to voting.
(2) The number of directors, which shall
not be less than five, all of
whom must be members, their powers and duties, together with the
du-
ties of officers elected by the board of directors.
(3) The qualifications for
membership.
(4) The number of members of the credit
committee and of the su-
pervisory committee, which shall not be less than three each,
together
with their respective powers and duties.
(5) The conditions under which shares may
be issued.
(c) The administrator shall approve the
articles of incorporation if
they are in conformity with this act and the bylaws, if satisfied
that the
proposed field of operation is favorable to the success of such
credit un-
ion, and that the standing of the proposed organizers is such as to
give
assurance that its affairs will be properly administered. If
the administra-
tor approves the articles of incorporation, the
administrator shall there-
upon issue to the proposed organizers a
certificate of approval annexed
to the duplicate of the articles of incorporation and of the
bylaws. The
articles of incorporation, with the certificate of approval
annexed, shall
be executed, acknowledged and filed and become
effective in the manner
prescribed in the general corporation code. The copy of the
articles of
incorporation filed with the secretary of state shall be
accompanied by
the fee prescribed by K.S.A. 17-7502 and amendments thereto. The
ar-
ticles of incorporation of any credit union approved as provided in
this
section by the secretary of state in the same manner as other
domestic
corporations are approved whether or not acted upon by the
charter
board.
Sec. 9. K.S.A. 17-4607 is hereby
amended to read as follows: 17-
4607. Articles of incorporation of a cooperative shall recite that
they are
executed pursuant to this act and shall state:
(1) The name of the cooperative;
(2) the address of its principal
office;
(3) the names and addresses of the
incorporators;
(4) the names and addresses of its
trustees; and
(5) the purposes for which it is
organized; and may contain any pro-
visions not inconsistent with this act deemed necessary or
advisable for
the conduct of its business. Such articles shall be signed by each
incor-
porator and acknowledged by at least two of the
incorporators.
Sec. 10. K.S.A. 17-4615 is hereby
amended to read as follows: 17-
4615. A cooperative may amend its articles of incorporation in any
manner
not inconsistent with this act by complying with the following
require-
ments: The proposed amendment shall be presented to a meeting of
the
members, the notice of which shall set forth or have attached
thereto the
proposed amendment. If the proposed amendment, with any changes,
is
approved by the affirmative vote of not less than
two-thirds 2/3 of those
members voting thereon at such meeting, articles
of amendment shall be
executed and acknowledged on behalf of the
cooperative by its president
or vice-president and its seal shall be affixed
thereto and attested by its
secretary. The articles of amendment shall recite that they are
executed
pursuant to this act and shall state:
(1) The name of the cooperative;
(2) the address of its principal office;
and
(3) the amendment to its articles of
incorporation.
The president or vice-president executing such
articles of amendment
shall make and annex thereto an affidavit stating that the
provisions of
this section in respect of the amendment set forth in such articles
were
duly complied with.
Sec. 11. K.S.A. 17-4616 is hereby
amended to read as follows: 17-
4616. A cooperative may, upon authorization of its
board of trustees or
its members, may change the location of its principal office
any place
within the state of Kansas by filing a certificate reciting such
change of
principal office, executed and acknowledged by its
president or vice-pres-
ident under its seal and attested by its
secretary, in the office of the
secretary of state.
Sec. 12. K.S.A. 17-4617 is hereby
amended to read as follows: 17-
4617. (a) Any two or more cooperatives may consolidate into a new
co-
operative by complying with the following requirements:
(1) The proposition for the consolidation
of the consolidating coop-
eratives into the new cooperative and proposed articles of
consolidation
shall be submitted to a meeting of the members of each
consolidating
cooperative, the notice of which shall have attached a copy of the
pro-
posed articles of consolidation; and
(2) if the proposed consolidation and the
proposed articles of con-
solidation, with any amendments, are approved by the affirmative
vote of
not less than 2/3 of the members of each consolidating cooperative
voting
at each such meeting, articles of consolidation in the form
approved shall
be executed and acknowledged on behalf of each
consolidating cooper-
ative by its president or vice-president and its seal shall
be affixed thereto
and attested by its secretary.
(b) Voting on the proposed articles of
consolidation shall be in ac-
cordance with subsection (e) of K.S.A. 17-4610 and amendments
thereto.
(c) The articles of consolidation shall
recite that they are executed
pursuant to this act and shall state:
(1) The name of each consolidating
cooperative and the address of
its principal office;
(2) the name of the new cooperative and
the address of its principal
office;
(3) a statement that each consolidating
cooperative agrees to the con-
solidation;
(4) the names and addresses of the
trustees of the new cooperative;
and
(5) the terms and conditions of the
consolidation and the mode of
carrying the same into effect, including the manner in which the
members
of the consolidating cooperatives may or shall become members of
the
new cooperative.
Such articles may contain any provisions not
inconsistent with this act
deemed necessary or advisable for the conduct of the business of
the new
cooperative.
(d) The president or vice-president of
each consolidating cooperative
executing the articles of consolidation shall make and annex
thereto an
affidavit stating that the provisions of this section in respect of
such ar-
ticles were duly complied with by such cooperative.
Sec. 13. K.S.A. 17-4618 is hereby
amended to read as follows: 17-
4618. (a) Any one or more cooperatives may merge into another
coop-
erative by complying with the following requirements:
(1) The proposition for the merger of the
merging cooperative into
the surviving cooperative and proposed articles of merger shall be
sub-
mitted to a meeting of the members of each merging cooperative,
the
notice of which shall have attached a copy of the proposed articles
of
merger; and
(2) if the proposed merger and the
proposed articles of merger, with
any amendments, are approved by the affirmative vote of not less
than
2/3 of the members of each cooperative voting at each such meeting,
ar-
ticles of merger in the form approved shall be executed and
acknowledged
on behalf of each such cooperative by its president or
vice-president and
its seal shall be affixed thereto and attested by
its secretary.
(b) Voting on the proposed articles of
merger shall be in accordance
with subsection (e) of K.S.A. 17-4610 and amendments thereto.
(c) The articles of merger shall recite
that they are executed pursuant
to this act and shall state:
(1) The name of each merging cooperative
and the address of its
principal office;
(2) the name of the surviving cooperative
and the address of its prin-
cipal office;
(3) a statement that each merging
cooperative and the surviving co-
operative agree to the merger;
(4) the names and addresses of the
trustees of the surviving cooper-
ative; and
(5) the terms and conditions of the
merger and the mode of carrying
the same into effect, including the manner in which members of
the
merging cooperatives may or shall become members of the surviving
co-
operative.
Such articles may contain any provisions not
inconsistent with this act
deemed necessary or advisable for the conduct of the business of
the
surviving cooperative.
(d) The president or vice-president of
each cooperative executing the
articles of merger shall make and annex thereto an affidavit
stating that
the provisions of this section in respect of such articles were
duly com-
plied with by such cooperative.
Sec. 14. K.S.A. 17-4621 is hereby
amended to read as follows: 17-
4621. (a) A cooperative which has not commenced business may be
dis-
solved by delivering to the secretary of state articles of
dissolution which
shall be executed and acknowledged on behalf of
the cooperative by a
majority of the incorporators and which shall state:
(1) The name of the cooperative;
(2) the address of its principal
office;
(3) that the cooperative has not
commenced business;
(4) that any sums received by the
cooperative, less any part thereof
disbursed for expenses of the cooperative, have been returned or
paid to
those entitled thereto;
(5) that no debt of the cooperative is
unpaid; and
(6) that a majority of the incorporators
elect that the cooperative be
dissolved.
(b) A cooperative which has commenced
business may be dissolved
in the following manner: The members at any meeting shall approve,
by
the affirmative vote of not less than two-thirds
2/3 of those members voting
thereon on such proposal at such meeting, a
proposal that the cooperative
be dissolved. Upon such approval, a certificate of election to
dissolve (,
hereinafter designated the ``certificate''),
executed and acknowledged on
behalf of the cooperative by its president or vice-president
under its seal,
attested by its secretary, and stating:
(1) The name of the cooperative;
(2) the address of its principal office;
and
(3) that the members of the cooperative
have duly voted that the
cooperative be dissolved, shall, together with an affidavit made by
its
president or vice-president executing the certificate, stating that
the state-
ments in the certificate are true, be submitted to the secretary of
state
for filing.
Upon the filing of the certificate and
affidavit by the secretary of state,
the cooperative shall cease to carry on its business except to the
extent
necessary for the winding up thereof, but its corporate existence
shall
continue until articles of dissolution have been filed by the
secretary of
state. The board of trustees shall immediately cause notice of the
disso-
lution proceedings to be mailed to each known creditor of and
claimant
against the cooperative and to be published once a week for two
succes-
sive weeks in a newspaper of general circulation in the county in
which
the principal office of the cooperative is located. The board of
trustees
shall wind up and settle the affairs of the cooperative, collect
sums owing
to it, liquidate its property and assets, pay and discharge its
debts, obli-
gations and liabilities, and do all other things required to wind
up its
business, and after paying or discharging or adequately providing
for the
payment or discharge of all its debts, obligations and liabilities,
shall dis-
tribute any remaining sums among its members and former members
in
proportion to the patronage of the respective members or former
mem-
bers during the seven years next preceding the date of the filing
of the
certificate by the secretary of state, or if the cooperative has
not been in
existence for such period, then during the period of its existence
prior to
such filing. The board of trustees shall thereupon authorize the
execution
of articles of dissolution, which shall be executed and
acknowledged on
behalf of the cooperative by its president or vice-president, and
its seal
shall be affixed thereto and attested by its
secretary.
The articles of dissolution shall recite that
they are executed pursuant
to this act and shall state:
(1) The name of the cooperative;
(2) the address of its principal
office;
(3) the date on which the certificate of
election to dissolve was filed
by the secretary of state;
(4) that there are no actions or suits
pending against the cooperative;
(5) that all debts, obligations and
liabilities of the cooperative have
been paid and discharged or that adequate provision has been
made
therefor; and
(6) that the preceding provisions of this
subsection have been duly
complied with.
The president or vice-president executing the
articles of dissolution
shall make and annex thereto an affidavit stating that the
statements made
therein are true.
Sec. 15. K.S.A. 17-4622 is hereby
amended to read as follows: 17-
4622. Articles of incorporation, amendment, consolidation, merger,
con-
version, or dissolution, when executed and
acknowledged and accompa-
nied by such affidavits as may be required by applicable provisions
of this
act, shall be presented to the secretary of state for filing in the
records
of his the secretary's office. If the
secretary of state shall find finds
that
the articles presented conform to the requirements of this act,
he shall
the secretary, upon the payment of the fees as
provided in this act pro-
vided, shall file such articles in the
records of his the secretary's office
and. Upon such filing the incorporation,
amendment, consolidation,
merger, conversion, or dissolution provided for
therein in this section
shall be in effect. The provisions of this section shall also apply
to certif-
icates of election to dissolve and affidavits executed in
connection there-
with with such certificates of election to
dissolve pursuant to subsection
(b) of K.S.A. 17-4621, and amendments thereto.
Sec. 16. K.S.A. 1999 Supp. 17-6001
is hereby amended to read as
follows: 17-6001. (a) Any person, partnership, association or
corporation,
singly or jointly with others, and without regard to residence,
domicile or
state of incorporation, may incorporate or organize a corporation
under
this act by filing with the secretary of state articles of
incorporation which
shall be executed, acknowledged and filed in
accordance with K.S.A. 17-
6003, and amendments thereto.
(b) Except as otherwise provided by law,
a corporation may be in-
corporated or organized under this act to conduct or promote any
lawful
business or purposes.
(c) Corporations subject to special
statutory regulation may be or-
ganized under this act if required by or otherwise consistent with
such
other statutory regulation, but such corporations shall be subject
to the
special provisions and requirements applicable to such
corporations.
Where the provisions and requirements of this act are not
inconsistent,
they shall be construed as supplemental to such other statutes and
not in
derogation or limitation thereof, and such corporations shall be
governed
thereby. Subject to the foregoing provisions of this subsection,
any cor-
poration organized under the laws of this state or authorized to do
busi-
ness in this state shall be governed by the applicable provisions
of this
code.
Sec. 17. K.S.A. 1999 Supp. 17-6002
is hereby amended to read as
follows: 17-6002. (a) The articles of incorporation shall set
forth:
(1) The name of the corporation which,
except for banks, shall con-
tain one of the words ``association,'' ``church,'' ``college,''
``company,'' ``cor-
poration,'' ``club,'' ``foundation,'' ``fund,'' ``incorporated,''
``institute,'' ``so-
ciety,'' ``union,'' ``syndicate'' or ``limited,'' or one of the
abbreviations
``co.,'' ``corp.,'' ``inc.,'' ``ltd.,'' or words or abbreviations
of like import in
other languages if they are written in Roman characters or letters,
and
which shall be such as to distinguish it upon the records in the
office of
the secretary of state from the names of other corporations,
limited lia-
bility companies and limited partnerships organized, reserved or
regis-
tered under the laws of this state, unless there shall be obtained
the
written consent of such other corporation, limited liability
company or
limited partnership executed, acknowledged and
filed in accordance with
K.S.A. 17-6003, and amendments thereto. The name of every
corporation
heretofore organized, except for banks, may be changed to conform
to
the provisions of this section, but such change of name for
existing cor-
porations shall not be required, and nothing herein shall be
construed as
requiring any corporation which is subject to special statutory
regulation
to include any of such names or abbreviations in the name of such
cor-
poration if such name or abbreviation would be inconsistent or in
conflict
with such special statutory regulation;
(2) the address, which shall include the
street, number, city and zip
code of the corporation's registered office in this state, and the
name of
its resident agent at such address;
(3) the nature of the business or
purposes to be conducted or pro-
moted. It shall be sufficient to state, either alone or with other
businesses
or purposes, that the purpose of the corporation is to engage in
any lawful
act or activity for which corporations may be organized under the
Kansas
general corporation code, and by such statement all lawful acts and
ac-
tivities shall be within the purposes of the corporation, except
for express
limitations, if any;
(4) if the corporation is to be
authorized to issue only one class of
stock, the total number of shares of stock which the corporation
shall
have authority to issue and the par value of each of such shares,
or a
statement that all such shares are to be without par value. If the
corpo-
ration is to be authorized to issue more than one class of stock,
the articles
of incorporation shall set forth the total number of shares of all
classes of
stock which the corporation shall have authority to issue and the
number
of shares of each class, and shall specify each class the shares of
which
are to be without par value, and each class the shares of which are
to have
a par value and the par value of the shares of each such class. The
articles
of incorporation shall also set forth a statement of the
designations and
the powers, preferences and rights, and the qualifications,
limitations or
restrictions thereof, which are permitted by K.S.A. 17-6401, and
amend-
ments thereto, in respect to any class or classes of stock or any
series of
any class of stock of the corporation and the fixing of which by
the articles
of incorporation is desired, and an express grant of such authority
as it
may then be desired to grant to the board of directors to fix by
resolution
or resolutions any thereof that may be desired but which shall not
be
fixed by the articles of incorporation. The
foregoing provisions of this
paragraph (4) subsection shall not apply to
corporations which are not
organized for profit and which are not to have authority to issue
capital
stock. In the case of such corporations, the fact that they are not
to have
authority to issue capital stock shall be stated in the articles of
incorpo-
ration. The conditions of membership of such corporations shall
likewise
be stated in the articles of incorporation or the articles may
provide that
the conditions of membership shall be stated in the bylaws, and if
a cor-
poration not organized for profit is to have authority to issue
capital stock,
such fact shall be stated in the articles of incorporation;
(5) the name and mailing address of the
incorporator or incorpora-
tors; and
(6) if the powers of the incorporator or
incorporators are to terminate
upon the filing of the articles of incorporation, the names and
mailing
addresses of the persons who are to serve as directors until the
first annual
meeting of stockholders or until their successors are elected and
qualify.
(b) In addition to the matters required
to be set forth in the articles
of incorporation by subsection (a), the articles of incorporation
may also
contain any or all of the following matters:
(1) Any provision for the management of
the business and for the
conduct of the affairs of the corporation, and any provision
creating, de-
fining, limiting and regulating the sale or other disposition of
stock and
the powers of the corporation, the directors and the stockholders,
or any
class of the stockholders, or the members of a nonstock
corporation, if
such provisions are not contrary to the laws of this state. Any
provision
which is required or permitted by any section of this act to be
stated in
the bylaws may be stated instead in the articles of
incorporation;
(2) the following provisions, in these
words: ``Whenever a compro-
mise or arrangement is proposed between this corporation and its
cred-
itors or any class of them or between this corporation and its
stockholders
or any class of them, any court of competent jurisdiction within
the state
of Kansas, on the application in a summary way of this corporation
or of
any creditor or stockholder thereof or on the application of any
receiver
or receivers appointed for this corporation under the provisions of
K.S.A.
17-6901, and amendments thereto, or on the application of trustees
in
dissolution or of any receiver or receivers appointed for this
corporation
under the provisions of K.S.A. 17-6808, and amendments thereto,
may
order a meeting of the creditors or class of creditors, or of the
stockhold-
ers or class of stockholders of this corporation, as the case may
be, to be
summoned in such manner as the court directs. If a majority in
number
representing 3/4 in value of the creditors or class of creditors,
or of the
stockholders or class of stockholders of this corporation, as the
case may
be, agree to any compromise or arrangement and to any
reorganization
of this corporation as consequence of such compromise or
arrangement
and the reorganization, if sanctioned by the court to which the
application
has been made, shall be binding on all the creditors or class of
creditors,
or on all the stockholders or class of stockholders, of this
corporation, as
the case may be, and also on this corporation'';
(3) such provisions as may be desired
granting to the holders of the
stock of the corporation, or the holders of any class or series of
a class
thereof, the preemptive right to subscribe to any or all additional
issues
of stock of the corporation of any or all classes or series
thereof, or to any
securities of the corporation convertible into such stock. No
stockholder
shall have any preemptive right to subscribe to an additional issue
of stock
or to any security convertible into such stock unless, and except
to the
extent that, such right is expressly granted to such stockholder in
the
articles of incorporation. All such rights in existence on July 1,
1972, shall
remain in existence unaffected by this paragraph (3) unless and
until
changed or terminated by appropriate action which expressly
provides for
such change or termination;
(4) provisions requiring for any
corporate action, the vote of a larger
portion of the stock or of any class or series thereof, or of any
other
securities having voting power, or a larger number of the
directors, than
is required by this act;
(5) a provision limiting the duration of
the corporation's existence to
a specified date; otherwise, the corporation shall have perpetual
existence;
(6) a provision imposing personal
liability for the debts of the cor-
poration on its stockholders or members to a specified extent and
upon
specified conditions; otherwise, the stockholders or members of a
cor-
poration shall not be personally liable for the payment of the
corporation's
debts except as they may be liable by reason of their own conduct
or acts;
(7) the manner of adoption, alteration
and repeal of bylaws; and
(8) a provision eliminating or limiting
the personal liability of a di-
rector to the corporation or its stockholders, policyholders or
members
for monetary damages for breach of fiduciary duty as a director,
provided
that such provision shall not eliminate or limit the liability of a
director
(A) for any breach of the director's duty of loyalty to the
corporation or
its stockholders, policyholders or members, (B) for acts or
omissions not
in good faith or which involve intentional misconduct or a knowing
vio-
lation of law, (C) under the provisions of K.S.A. 17-6424, and
amend-
ments thereto, or (D) for any transaction from which the director
derived
an improper personal benefit. No such provision shall eliminate or
limit
the liability of a director for any act or omission occurring prior
to the
date when such provision becomes effective. All references in this
sub-
section to a director shall be deemed also to refer to a member of
the
governing body of a corporation which is not authorized to issue
capital
stock.
(c) It shall not be necessary to set
forth in the articles of incorporation
any of the powers conferred on corporations by this act.
Sec. 18. K.S.A. 1999 Supp. 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 shall be
received in all courts, public offices and official bodies as prima
facie
evidence of:
(a) Due execution,
acknowledgment and filing 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. 19. K.S.A. 17-6006 is hereby
amended to read as follows: 17-
6006. Upon the filing with the secretary of state of the articles
of incor-
poration, executed, acknowledged and filed in
accordance with K.S.A. 17-
6003, and amendments thereto, the incorporator or
incorporators who
signed the certificate, and his or their such
incorporator's successors and
assigns, shall be and constitute a body corporate from the date of
such
filing by the name set forth in the articles, subject to the
provisions of
subsection (d) of K.S.A. 17-6003, and amendments thereto,
and subject
to dissolution or other termination of its existence as provided in
this act.
Sec. 20. K.S.A. 1999 Supp. 17-6203
is hereby amended to read as
follows: 17-6203. (a) Any corporation, by resolution of the board
of di-
rectors of such corporation, may change the location of its
registered
office in this state to any other place in this state and the
resident agent
of a corporation may be changed to any other person or
corporation,
including itself in the case of a domestic corporation. The
resolution shall
state the location of the registered office and the resident
agent's name
as prescribed by subsection (a)(2) of K.S.A. 17-6002 and
amendments
thereto. Upon the adoption of such a resolution, a certificate
certifying
the change shall be executed, acknowledged and
filed in accordance with
K.S.A. 17-6003 and amendments thereto.
(b) If a foreign or domestic
corporation's resident agent dies or leaves
this state, such corporation shall designate and certify to the
secretary of
state the name of another resident agent in the manner provided in
sub-
section (a) within 30 days of such death or when the resident agent
left.
If no new resident agent has been designated in the time and manner
as
provided in this subsection, service of legal process on such
corporation
may be made as prescribed by K.S.A. 60-304 and amendments
thereto.
If any corporation fails to designate a new resident agent as
required by
this subsection, the secretary of state after giving 30 days'
notice of the
intended action may declare the corporation's existence forfeited,
or, in
the case of a foreign corporation, the secretary may declare the
corpo-
ration's authority to do business in this state forfeited.
Sec. 21. K.S.A. 1999 Supp. 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
resi-
dent 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
there-
after maintain the registered office for each of the corporations
recited
in the certificate. Upon the filing of such certificate, 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.
(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.
Sec. 22. K.S.A. 1999 Supp. 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 accordance 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 successor 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 the secretary's
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 filed 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.
Sec. 23. K.S.A. 1999 Supp. 17-6401
is hereby amended to read as
follows: 17-6401. (a) Every corporation, whether or not organized
for
profit, may issue one or more classes of stock or one or more
series of
stock within any class thereof, any or all of which classes may be
of stock
with par value or stock without par value and which classes or
series may
have such voting powers, full or limited, or no voting powers, and
such
designations, preferences and relative, participating, optional or
other
special rights, and qualifications, limitations or restrictions
thereof, as
shall be stated and expressed in the articles of incorporation or
of any
amendment thereto, or in the resolution or resolutions providing
for the
issue of such stock adopted by the board of directors pursuant to
authority
expressly vested in it by the provisions of its articles of
incorporation. Any
of the voting powers, designations, preferences, rights and
qualifications,
limitations or restrictions of any such class or series of stock
may be made
dependent upon facts ascertainable outside the articles of
incorporation
or of any amendment thereto, or outside the resolution or
resolutions
providing for the issue of such stock adopted by the board of
directors
pursuant to authority expressly vested in it by the provisions of
its articles
of incorporation, provided that the manner in which such facts
shall op-
erate upon the voting powers, designations, preferences, rights and
qual-
ifications, limitations or restrictions of such class or series of
stock is
clearly and expressly set forth in the articles of incorporation or
in the
resolution or resolutions providing for the issue of such stock
adopted by
the board of directors. The power to increase or decrease or
otherwise
adjust the capital stock as provided in this act shall apply to all
or any such
classes of stock.
(b) The stock of any class or series may
be made subject to redemp-
tion by the corporation at its option or at the option of the
holders of
such stock or upon the happening of a specified event, except that
at the
time of such redemption the corporation shall have outstanding
shares of
at least one class or series of stock with full voting powers which
shall not
be subject to redemption. Notwithstanding the foregoing
limitation:
(1) Any stock of a regulated investment
company registered under
the investment company act of 1940 (15 U.S.C. § § 80a-1
et seq.), and
amendments thereto, may be made subject to redemption by the
cor-
poration at its option or at the option of the holders of such
stock; and
(2) any stock of a corporation which
holds directly or indirectly a
license or franchise from a governmental agency to conduct its
business
or is a member of a national securities exchange, which license,
franchise
or membership is conditioned upon some or all of the holders of its
stock
possessing prescribed qualifications, may be made subject to
redemption
by the corporation to the extent necessary to prevent the loss of
such
license, franchise or membership or to reinstate it.
Any stock which may be made redeemable under
this section may be
redeemed for cash, property or rights, including securities of the
same or
another corporation, at such time or times, price or prices, or
rate or
rates, and with such adjustments, as shall be stated in the
articles of
incorporation or in the resolution or resolutions providing for the
issue
of such stock adopted by the board of directors pursuant to
subsection
(a).
(c) The holders of preferred or special
stock of any class or of any
series thereof shall be entitled to receive dividends at such
rates, on such
conditions and at such times as shall be stated in the articles of
incorpo-
ration or in the resolution or resolutions providing for the issue
of such
stock adopted by the board of directors as hereinabove provided,
payable
in preference to, or in such relation to, the dividends payable on
any other
class or classes or of any other series of stock, and cumulative or
noncu-
mulative as shall be so stated and expressed. When dividends upon
the
preferred and special stocks, if any, to the extent of the
preference to
which such stocks are entitled, shall have been paid or declared
and set
apart for payment, a dividend on the remaining class or classes or
series
of stock may then be paid out of the remaining assets of the
corporation
available for dividends as elsewhere in this act provided.
(d) The holders of the preferred or
special stock of any class or of
any series thereof shall be entitled to such rights upon the
dissolution of,
or upon any distribution of the assets of, the corporation as shall
be stated
in the articles of incorporation or in the resolution or
resolutions providing
for the issue of such stock adopted by the board of directors as
hereina-
bove provided.
(e) At the option of either the holder or
the corporation or upon the
happening of a specified event, any stock of any class or of any
series
thereof may be made convertible into or exchangeable for shares of
any
other class or classes or any other series of the same or any other
class or
classes of stock of the corporation, at such price or prices or at
such rate
or rates of exchange and with such adjustments as shall be stated
in the
articles of incorporation or in the resolution or resolutions
providing for
the issue of such stock adopted by the board of directors as
hereinabove
provided.
(f) If any corporation shall be
authorized to issue more than one class
of stock or more than one series of any class, the powers,
designations,
preferences and relative, participating, optional or other special
rights of
each class of stock or series thereof and the qualifications,
limitations or
restrictions of such preferences or rights shall be set forth in
full or sum-
marized on the face or back of the certificate which the
corporation shall
issue to represent certificated shares of such class or series of
stock. Ex-
cept as otherwise provided in K.S.A. 17-6426, and amendments
thereto,
in lieu of the foregoing requirements, there may be set forth on
the face
or back of the certificate which the corporation issues to
represent such
class or series of stock, a statement that the corporation will
furnish with-
out charge to each stockholder who so requests the powers,
designations,
preferences and relative, participating, optional or other special
rights of
each class of stock or series thereof and the qualifications,
limitations or
restrictions of such preferences or rights. Within a reasonable
time after
the issuance or transfer of uncertificated stock, the corporation
shall send
to the registered owner thereof a written notice containing the
informa-
tion required to be set forth or stated on certificates pursuant to
this
section or K.S.A. 17-6406, subsection (a) of K.S.A. 17-6426 or
subsection
(a) of K.S.A. 17-6508, and amendments thereto, or with respect to
this
section a statement that the corporation will furnish without
charge to
each stockholder who so requests the powers,
designations, preferences
and relative participating, optional or other special rights of
each class of
stock or series thereof and the qualifications, limitations or
restrictions of
such preferences or rights, or both. Except as otherwise expressly
pro-
vided by law, the rights and obligations of the holders of
uncertificated
stock and the rights and obligations of the holders of certificates
repre-
senting stock of the same class and series shall be identical.
(g) When any corporation desires to issue
any shares of stock of any
class or of any series of any class of which the voting powers,
designations,
preferences and relative, participating, optional or other rights,
if any, or
the qualifications, limitations or restrictions thereof, if any,
shall not have
been set forth in the articles of incorporation or in any
amendment
thereto, but shall be provided for in a resolution or resolutions
adopted
by the board of directors pursuant to authority expressly vested in
it by
the provisions of the articles of incorporation or any amendment
thereto,
a certificate of designations setting forth a copy of such
resolution or
resolutions and the number of shares of stock of such class or
series shall
be executed, acknowledged and filed in accordance
with K.S.A. 17-6003,
and amendments thereto. Unless otherwise provided in any such
reso-
lution or resolutions, the number of shares of stock of any such
series to
which such resolution or resolutions apply may be increased, but
not
above the total number of authorized shares of the class, or
decreased,
but not below the number of shares thereof then outstanding, by a
cer-
tificate likewise executed, acknowledged and filed
setting forth a state-
ment that a specified increase or decrease therein
had been authorized
and directed by a resolution or resolutions likewise adopted by the
board
of directors. In case the number of such shares shall be decreased,
the
number of shares so specified in the certificate
shall resume the status
which they had prior to the adoption of the first resolution or
resolutions.
When no share of any such class or series are outstanding, either
because
none were issued or because no issued shares of any such class or
series
remain outstanding, a certificate setting forth a resolution or
resolutions
adopted by the board of directors that none of the authorized
shares of
such class or series are outstanding and that none will be issued
may be
executed, acknowledged and filed in accordance
with K.S.A. 17-6003, and
amendments thereto, and,. When such
certificate becomes effective, it
shall have the effect of eliminating from the articles of
incorporation all
reference to such class or series of stock. Unless otherwise
provided in
the articles of incorporation, if no shares of stock have been
issued of a
class or series of stock established by a resolution of the board
of directors,
the voting powers, designations, preferences and relative,
participating,
optional or other rights, if any, or the qualifications,
limitations or restric-
tions thereof, may be amended by a resolution or resolutions
adopted by
the board of directors. A certificate which: (1) States that
no shares of the
class or series have been issued,; (2) sets
forth a copy of the resolution or
resolutions; and (3) if the designation of the class or
series is being
changed, indicates the original designation and the new
designation,; shall
be executed, acknowledged and filed and shall
become effective in ac-
cordance with K.S.A. 17-6003, and amendments thereto. When any
cer-
tificate filed under this subsection becomes effective, it shall
have the
effect of amending the articles of incorporation, except that
neither the
filing of such certificate nor the filing of restated articles of
incorporation
pursuant to K.S.A. 17-6605, and amendments thereto, shall prohibit
the
board of directors from subsequently adopting such resolutions as
au-
thorized by this subsection.
Sec. 24. K.S.A. 1999 Supp. 17-6601
is hereby amended to read as
follows: 17-6601. (a) Before a corporation has received any payment
for
any of its stock, it may amend its articles of incorporation at any
time or
times, in any and as many respects as may be desired, so long as
its articles
of incorporation, as amended, would contain only such provisions as
it
would be lawful and proper to insert in an original articles of
incorporation
filed at the time of filing the amendment.
(b) The amendment of the articles of
incorporation authorized by this
section shall be adopted by a majority of the incorporators, if
directors
were not named in the original articles of incorporation or have
not yet
been elected, or, if directors were named in the original articles
of in-
corporation or have been elected and have qualified, by a majority
of the
directors. A certificate setting forth the amendment and certifying
that
the corporation has not received any payment for any of its stock
and that
the amendment has been duly adopted in accordance with the
provisions
of this section shall be executed, acknowledged
and filed in accordance
with K.S.A. 17-6003, and amendments thereto. Upon such filing,
the
corporation's articles of incorporation shall be deemed to be
amended
accordingly as of the date on which the original articles of
incorporation
became effective except as to those persons who are substantially
and
adversely affected by the amendment and as to those persons the
amend-
ment shall be effective from the filing date.
Sec. 25. K.S.A. 1999 Supp. 17-6602
is hereby amended to read as
follows: 17-6602. (a) After a corporation has received payment for
any of
its capital stock, it may amend its articles of incorporation, from
time to
time, in any and as many respects as may be desired, so long as its
articles
of incorporation, as amended, would contain only such provisions as
it
would be lawful and proper to insert in an original articles of
incorporation
filed at the time of the filing of the amendment. If a change in
stock or
the rights of stockholders, or an exchange, reclassification or
cancellation
of stock or rights of stockholders is to be made, the amendment to
the
articles of incorporation shall contain such provisions as may be
necessary
to effect such change, exchange, reclassification or cancellation.
In par-
ticular, and without limitation upon such general power of
amendment,
a corporation may amend its articles of incorporation, from time to
time,
so as:
(1) To change its corporate name;
or
(2) to change, substitute, enlarge or
diminish the nature of its busi-
ness or its corporate powers and purposes; or
(3) to increase or decrease its
authorized capital stock or to reclassify
the same, by changing the number, par value, designations,
preferences,
or relative, participating, optional or other special rights of the
shares, or
the qualifications, limitations or restrictions of such rights, or
by changing
shares with par value into shares without par value, or shares
without par
value into shares with par value either with or without increasing
or de-
creasing the number of shares; or
(4) to cancel or otherwise affect the
right of the holders of the shares
of any class to receive dividends which have accrued but have not
been
declared; or
(5) to create new classes of stock having
rights and preferences either
prior and superior or subordinate and inferior to the stock of any
class
then authorized, whether issued or unissued; or
(6) to change the period of its duration.
Any or all such changes or
alterations may be effected by one certificate of amendment.
(b) Notwithstanding the provisions of
subsection (c), the board of
directors of a corporation that is registered or intends to
register as an
open-end investment company under the investment company act of
1940, 15 U.S.C. 80a-1 et seq., after the registration takes
effect, by res-
olution, may approve the amendment of the articles of incorporation
of
the corporation to: (1) Increase or decrease the aggregate number
of
shares of stock or the number of shares of any class of stock that
the
corporation has authority to issue; or (2) authorize the issuance
of an
indefinite number of shares of any such stock, unless a provision
has been
included in the charter of the corporation after July 1, 1995,
prohibiting
such action by the board of directors without stockholder approval.
A
certificate setting forth the amendment and certifying that such
amend-
ment has been duly adopted in accordance with the provisions of
this
section shall be executed, acknowledged and filed,
and shall become ef-
fective, in accordance with K.S.A. 17-6003, and amendments thereto.
If
the board of directors authorizes the issuance of an indefinite
number of
shares of any class of stock of the corporation pursuant to this
subsection,
such authorization shall be disclosed wherever the corporation
would oth-
erwise be required by law to disclose the total number of
authorized
shares of any such class of stock of the corporation.
(c) Except as provided in subsection (b),
every amendment author-
ized by subsection (a) shall be made and effected in the following
manner:
(1) If the corporation has capital stock,
its board of directors shall
adopt a resolution setting forth the amendment proposed, declaring
its
advisability, and either calling a special meeting of the
stockholders en-
titled to vote in respect thereof for the
consideration of such amendment
or directing that the amendment proposed be considered at the
next
annual meeting of the stockholders. Such special or annual meeting
shall
be called and held upon notice in accordance with K.S.A. 17-6512,
and
amendments thereto. The notice shall set forth such amendment in
full
or a brief summary of the changes to be effected thereby, as the
directors
shall deem advisable. At the meeting a vote of the stockholders
entitled
to vote thereon shall be taken for and against the
proposed amendment.
If a majority of the outstanding stock entitled to vote
thereon, and a
majority of the outstanding stock of each class entitled to vote
thereon as
a class has been voted in favor of the amendment, a certificate
setting
forth the amendment and certifying that such amendment has been
duly
adopted in accordance with the provisions of this section shall be
exe-
cuted, acknowledged and filed, and shall become
effective, in accordance
with K.S.A. 17-6003, and amendments thereto.
(2) The holders of the outstanding shares
of a class shall be entitled
to vote as a class upon a proposed amendment, whether or not
entitled
to vote thereon by the provisions of the articles
of incorporation, if the
amendment would increase or decrease the aggregate number of
au-
thorized shares of such class, increase or decrease the par value
of the
shares of such class, or alter or change the powers, preferences or
special
rights of the shares of such class so as to affect them adversely.
If any
proposed amendment would alter or change the powers, preferences
or
special rights of one or more series of any class so as to affect
them
adversely, but shall does not
so affect the entire class, then only the
shares
of the series so affected by the amendment shall
be considered a separate
class for the purposes of this paragraph
subsection. The number of au-
thorized shares of any such class or classes of stock may be
increased or
decreased, but not below the number of shares then outstanding, by
the
affirmative vote of the holders of a majority of the stock of the
corporation
entitled to vote, if so provided in the original articles of
incorporation or
in any amendment thereto which created such class
or classes of stock or
in any amendment thereto which was authorized by a
resolution or res-
olutions adopted by the affirmative vote of the holders of a
majority of
such class or classes of stock.
(3) If the corporation has no capital
stock, then the governing body
thereof of the corporation shall adopt a
resolution setting forth the
amendment proposed and declaring its advisability. If at a
subsequent
meeting, held not earlier than 15 days and not later than 60 days
from
the meeting at which such resolution has been passed, a majority of
all
the members of the governing body shall vote in favor of such
amend-
ment, a certificate thereof shall be executed,
acknowledged and filed, and
shall become effective, in accordance with K.S.A. 17-6003, and
amend-
ments thereto. The articles of incorporation of any such
corporation with-
out capital stock may contain a provision requiring any
amendment
thereto to be approved by a specified number or
percentage of the mem-
bers or of any specified class of members of such corporation, in
which
event only one meeting of the governing body thereof shall be
necessary,
and such proposed amendment shall be submitted to the members or
to
any specified class of members of such corporation without capital
stock
in the same manner, so far as applicable, as is provided in this
section for
an amendment to the articles of incorporation of a stock
corporation; and.
In the event of the adoption thereof of such
amendment, a certificate
evidencing such amendment shall be executed,
acknowledged and filed
and shall become effective in accordance with K.S.A. 17-6003,
and
amendments thereto.
(4) Whenever the articles of
incorporation shall require for action by
the board of directors, by the holders of any class or series of
shares or
by the holders of any other securities having voting power the vote
of a
greater number or proportion than is required by any section of
this act,
the provision of the articles of incorporation requiring such
greater vote
shall not be altered, amended or repealed except by such greater
vote.
(d) The resolution authorizing a proposed
amendment to the articles
of incorporation may provide that at any time prior to the filing
of the
amendment with the secretary of state, notwithstanding
authorization of
the proposed amendment by the stockholders of the corporation or
by
the members of a nonstock corporation, the board of directors or
gov-
erning body may abandon such proposed amendment without further
action by the stockholders or members.
Sec. 26. K.S.A. 17-6603 is hereby
amended to read as follows: 17-
6603. (a) A corporation, by resolution of its board of directors,
may retire
any shares of its capital stock that are issued but are not
outstanding.
(b) Whenever any shares of the capital
stock of a corporation are
retired, they shall resume the status of authorized and unissued
shares of
the class or series to which they belong unless the articles of
incorporation
otherwise provides. If the articles of incorporation prohibits the
reissu-
ance of such shares, or prohibits the reissuance of such shares as
a part
of a specific series only, a certificate stating that reissuance of
the shares,
as part of the class or series, is prohibited, identifying the
shares and
reciting that their retirement shall be executed,
acknowledged and filed
and shall become effective in accordance with K.S.A. 17-6003,
and
amendments thereto. When such certificate becomes effective, it
shall
have the effect of amending the articles of incorporation so as to
reduce
accordingly the number of authorized shares of the class or series
to which
such shares belong or, if such retired shares constitute all of the
author-
ized shares of the class or series to which they belong, of
eliminating from
the articles of incorporation all reference to such class or series
of stock.
(c) If the capital of the corporation
shall be reduced by or in con-
nection with the retirement of shares, the reduction of capital
shall be
effected pursuant to K.S.A. 17-6604, and amendments thereto.
Sec. 27. K.S.A. 1999 Supp. 17-6605
is hereby amended to read as
follows: 17-6605. (a) Whenever it is so desired, a
corporation may inte-
grate into a single instrument all of the provisions of its
articles of incor-
poration which are then in effect and operative as a result of
there having
theretofore been filed with the secretary of state
one or more certificates
or other instruments pursuant to any of the sections referred to in
K.S.A.
17-6004, and amendments thereto, and it. Such
corporation may at the
same time also further amend its articles of incorporation by
adopting a
restated articles of incorporation.
(b) If the restated articles of
incorporation merely restate and inte-
grate but do not further amend the articles of incorporation, as
thereto-
fore amended or supplemented by any instrument that was filed
pursuant
to any of the sections mentioned in K.S.A. 17-6004, and
amendments
thereto, such restated articles may be adopted by the board of
directors
without a vote of the stockholders, or they may be proposed by the
di-
rectors and submitted by them to the stockholders for adoption, in
which
case the procedure and vote required by K.S.A. 17-6602, and
amend-
ments thereto, for amendment of the articles of incorporation shall
be
applicable. If the restated articles of incorporation restate and
integrate
and also further amend in any respect the articles of
incorporation, as
theretofore amended or supplemented, they shall be proposed by
the
directors and adopted by the stockholders in the manner and by the
vote
prescribed by K.S.A. 17-6602, and amendments thereto, or, if the
cor-
poration has not received any payment for any of its stock, in the
manner
and by the vote prescribed by K.S.A. 17-6601, and amendments
thereto.
(c) Any restated articles of
incorporation shall be specifically desig-
nated as such in its heading. They shall state, either in the
heading or in
an introductory paragraph, the corporation's present name, and, if
it has
been changed, the name under which it was originally incorporated,
and
the date of filing of its original articles of incorporation with
the secretary
of state. Any restated articles shall also state that they were
duly adopted
by the directors or stockholders, as the case may be, in accordance
with
the provisions of this section. If they were adopted by the board
of di-
rectors without a vote of the stockholders unless it was adopted
pursuant
to the provisions of K.S.A. 17-6601, and amendments thereto, they
shall
state that they only restate and integrate and do not further amend
the
provisions of the corporation's articles of incorporation as
theretofore
amended or supplemented, and that there is no discrepancy
between
those provisions and the provisions of the restated articles. A
restated
articles of incorporation may omit: (1) Such provisions of the
original
articles of incorporation which named the incorporator or
incorporators,
the initial board of directors, and the original subscribers for
shares; and
(2) such provisions contained in any amendment to the articles of
incor-
poration as were necessary to effect a change, exchange,
reclassification
or cancellation of stock if such change, exchange, reclassification
or can-
cellation has become effective. Any such omissions shall not be
deemed
a further amendment.
(d) Any restated articles of
incorporation shall be executed, acknowl-
edged and filed in accordance with K.S.A. 17-6003,
and amendments
thereto. Upon filing with the secretary of state, the corporation's
original
articles of incorporation, as theretofore amended or supplemented,
shall
be superseded; and thenceforth the restated articles, including any
fur-
ther amendments or changes made thereby, shall be the articles of
in-
corporation of the corporation, but the original date of
incorporation shall
remain unchanged.
(e) Any amendment or change effected in
connection with the re-
statement and integration of the articles of incorporation shall be
subject
to any other provisions of this act, not inconsistent with this
section, which
would apply if a separate certificate of amendment were filed to
effect
such amendment or change.
Sec. 28. K.S.A. 1999 Supp. 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 corporation, which may be any one of the constituent
corporations
or they may consolidate into a new corporation formed by the
consoli-
dation, 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
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 as provided
in this subsection 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 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 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
is 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. In lieu of filing the agreement of merger or
con-
solidation, the surviving or resulting corporation 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
incorpo-
ration of each of the constituent corporations; (2) that an
agreement of
merger or consolidation has been approved, adopted,
certified, and exe-
cuted and acknowledged by each of the constituent
corporations in ac-
cordance 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 sur-
viving corporations shall be the articles of incorporation; (5) in
the case
of a consolidation, that the articles of incorporation of the
resulting cor-
poration 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, stat-
ing the address thereof; and (7) that a copy of the agreement of
consol-
idation or merger will be furnished by the surviving or resulting
corpo-
ration, 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.
(g) Notwithstanding the requirements
of subsection (c) of this section,
unless expressly required by its articles of incorporation, no
vote of stock-
holders of a constituent corporation shall be necessary to
authorize a
merger with or into a single direct or indirect wholly-owned
subsidiary
of such constituent corporation if: (1) Such constituent
corporation and
the direct or indirect wholly-owned subsidiary of such
constituent cor-
poration are the only constituent corporations to the merger;
(2) each
share or fraction of a share of the capital stock of the
constituent corpo-
ration outstanding immediately prior to the effective time of
the merger
is converted in the merger into a share or equal fraction of
share of capital
stock of a holding company having the same designations, rights,
powers
and preferences, and the qualifications, limitations and
restrictions
thereof, as the share of stock of the constituent corporation
being con-
verted in the merger; (3) the holding company and each of the
constituent
corporations to the merger are corporations of this state; (4)
the articles
of incorporation and bylaws of the holding company immediately
follow-
ing the effective time of the merger contain provisions
identical to the
articles of incorporation and bylaws of the constituent
corporation im-
mediately prior to the effective time of the merger, other than
provisions,
if any, regarding the incorporator or incorporators, the
corporate name,
the registered office and agent, the initial board of directors
and the initial
subscribers for shares and such provisions contained in any
amendment
to the articles of incorporation as were necessary to effect a
change,
exchange, reclassification or cancellation of stock, if such
change,
exchange, reclassification or cancellation has become effective;
(5) as a
result of the merger the constituent corporation or its
successor corpo-
ration becomes or remains a direct or indirect wholly-owned
subsidiary
of the holding company; (6) the directors of the constituent
corporation
become or remain the directors of the holding company upon the
effective
time of the merger; (7) the articles of incorporation of the
surviving cor-
poration immediately following the effective time of the merger
are iden-
tical to the articles of incorporation of the constituent
corporation im-
mediately prior to the effective time of the merger, other than
provisions,
if any, regarding the incorporator or incorporators, the
corporate name,
the registered office and agent, the initial board of directors
and the initial
subscribers for shares and such provisions contained in any
amendment
to the articles of incorporation as were necessary to effect a
change,
exchange, reclassification or cancellation of stock, if such
change,
exchange, reclassification or cancellation has become effective;
except that
(i) the articles of incorporation of the surviving corporation
shall be
amended in the merger to contain a provision requiring that any
act, other
than the election or removal of directors of the surviving
corporation, or
transaction by or involving the surviving corporation that
requires for its
adoption under this article or its articles of incorporation the
approval of
the stockholders of the surviving corporation shall, by specific
reference
to this subsection, require, in addition, the approval of the
stockholders
of the holding company, or any successor by merger, by the same
vote as
is required by this article or by the articles of incorporation
of the sur-
viving corporation, or both, and (ii) the articles of
incorporation of the
surviving corporation may be amended in the merger to reduce the
num-
ber of classes and shares of capital stock that the surviving
corporation is
authorized to issue; and (8) the stockholders of the constituent
corporation
do not recognize gain or loss for United States federal income
tax purposes
as determined by the board of directors of the constituent
corporation.
Neither subsection (g)(7)(i) nor any provision of a surviving
corporation's
articles of incorporation required by subsection (g)(7)(i) shall
be deemed
or construed to require approval of the stockholders of the
holding com-
pany to elect or remove directors of the surviving
corporation.
As used in this subsection only, the term
``holding company'' means a
corporation which, from its incorporation until consummation of
a merger
governed by this subsection, was at all times a direct or
indirect wholly-
owned subsidiary of the constituent corporation and whose
capital stock
is issued in such merger. From and after the effective time of a
merger
adopted by a constituent corporation by action of its board of
directors
and without any vote of stockholders pursuant to this
subsection, if the
corporate name of the holding company immediately following the
effec-
tive time of the merger is the same as the corporate name of the
constituent
corporation immediately prior to the effective time of the
merger, the
shares of capital stock of the holding company into which the
shares of
capital stock of the constituent corporation are converted in
the merger
shall be represented by the stock certificates that previously
represented
shares of capital stock of the constituent corporation. If an
agreement of
merger is adopted by a constituent corporation by action of its
board of
directors and without any vote of stockholders pursuant to this
subsection,
the secretary or assistant secretary of the constituent
corporation shall
certify on the agreement or a certificate of merger that the
agreement has
been adopted pursuant to this subsection and that the conditions
specified
in the first sentence of this subsection have been satisfied.
The agreement
or certificate of merger so adopted and certified shall then be
filed and
become effective, in accordance with K.S.A. 17-6003, and
amendments
thereto. Such filing shall constitute a representation by the
person who
executes the agreement or certificate of merger that the facts
stated in the
certificate remain true immediately prior to such
filing.
Sec. 29. K.S.A. 1999 Supp. 17-6702
is hereby amended to read as
follows: 17-6702. (a) Any one or more corporations of this state
may
merge or consolidate 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
juris-
diction 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 corporation 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, complying 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 resulting corporation will be a corporation of this
state, and
if the laws under which the other corporation or corporations are
formed
permit a corporation 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, and exe-
cuted and acknowledged by each of the constituent
corporations in ac-
cordance 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 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
the agree-
ment of merger or consolidation, the surviving or resulting
corporation
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 incorporation of each of the constituents; (2)
that an
agreement of merger or consolidation has been approved, adopted,
cer-
tified, and executed and
acknowledged by each of the constituent cor-
porations 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 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 cor-
poration 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 constituent
corpora-
tion; (8) if the corporation surviving or resulting from the merger
or con-
solidation 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.
Such corporation 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
corpo-
ration at its address so specified, unless such surviving or
resulting cor-
poration shall thereafter have designated 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. 30. K.S.A. 1999 Supp. 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 another 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
corporation having such stock ownership may either merge such
other
corporation or corporations into itself and assume all of its or
their obli-
gations, or merge itself, or itself and one or more of such other
corpo-
rations, into one of such other corporations by executing,
acknowledging
and filing, in accordance with K.S.A. 17-6003, and amendments
thereto,
a certificate of such ownership and merger setting forth a copy of
the
resolution of its board of directors to so merge and the date of
the adop-
tion 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 provided in this
section, the resolution of the board
of directors of the parent corporation 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 sur-
render of each share of the subsidiary 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 surrender 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, certified, and executed
and acknowledged by the par-
ent corporation in accordance with the laws under which it is
organized,
if the parent corporation is not a corporation of this state. If
the surviving
corporation exists under 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. 31. K.S.A. 1999 Supp. 17-6704
is hereby amended to read as
follows: 17-6704. (a) The term ``joint-stock association,'' as used
in this
section, includes any association of the kind commonly known as
joint-
stock association or joint-stock company and any unincorporated
associ-
ation, trust or enterprise having outstanding shares of stock or
other ev-
idences 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 evidence 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, and executed and
acknowledged by each of the cor-
porations in the same manner as is provided in K.S.A. 17-6701,
and
amendments thereto, and in the case of the joint-stock associations
in
accordance with their articles of association or other instrument
contain-
ing the provisions by which they are organized or regulated or in
accord-
ance 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 agree-
ment shall be filed 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 the agreement of merger or
consolidation,
where the surviving or resulting entity is a corporation, it may
file a cer-
tificate 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, and executed
and acknowledged by each of the con-
stituent 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 in
this section. 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
by such merger or consolidation, shall remain personal to
such stock-
holder 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. 32. K.S.A. 1999 Supp. 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
con-
solidate into a new nonstock, nonprofit corporation formed by the
con-
solidation, 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.
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 of such
corporation or corporations.
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 corporation;
thereafter,. The
same procedure shall be followed to consummate the merger or
consol-
idation.
(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. 33. K.S.A. 1999 Supp. 17-6706
is hereby amended to read as
follows: 17-6706. (a) Any one or more nonstock corporations of this
state
may merge or consolidate with one or more other nonstock
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 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 nonstock corporation 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, complying and approved in accordance with this
section. In
addition, any one or more nonstock corporations organized under the
laws
of any jurisdiction other than one of the United States may merge
or
consolidate with one or more nonstock corporations of this state if
the
surviving or resulting corporation will be a corporation of this
state, and
if the laws under which the other corporation or corporations are
formed
permit a corporation of such jurisdiction to merge 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 memberships of
each
of the constituent corporations into memberships of the corporation
sur-
viving or resulting from such merger or consolidation; (4) such
other
details and provisions as shall be deemed desirable; and (5) such
other
provisions or facts as shall then be required to be stated 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 consolidation may be made
de-
pendent upon facts ascertainable outside of such agreement, if the
man-
ner in which such facts shall operate upon the terms of the
agreement is
clearly and expressly set forth in the agreement of merger or
consolida-
tion.
(c) The agreement shall be adopted,
approved, and 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 is provided in K.S.A. 17-6705, and
amendments
thereto. The agreement shall be filed and shall become effective
for all
purposes of the laws of this state when and as provided in K.S.A.
17-6705,
and amendments thereto, with respect to the merger of nonstock
cor-
porations of this state. Insofar as they may be applicable, the
provisions
set forth in the last sentence of subsection (c) of K.S.A. 17-6702,
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 the corporation surviving or
resulting from the merger or con-
solidation is to be governed by the laws of any state other than
this state,
it shall agree that it may be served with process in this state in
any pro-
ceeding 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,
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 (e) of
K.S.A. 17-6701, and amend-
ments thereto, shall apply to a merger under this section, if the
corpo-
ration surviving the merger is a corporation of this state.
Sec. 34. K.S.A. 1999 Supp. 17-6707
is hereby amended to read as
follows: 17-6707. (a) Any one or more nonstock corporations of this
state,
whether or not organized for profit, may merge or consolidate with
one
or more stock corporations of this state, whether or not organized
for
profit. The constituent corporations may merge into a single
corporation,
which may be any one of the constituent corporations, or they may
con-
solidate into a new 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. The surviving
constituent
corporation or the new corporation may be organized for profit or
not
organized for profit and may be a stock corporation or a nonstock
cor-
poration.
(b) The board of directors of each stock
corporation which desires to
merge or consolidate and the governing body of each nonstock
corpora-
tion which desires to merge or consolidate shall adopt a resolution
ap-
proving 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
incor-
poration 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 shares of stock of a stock corporation and
the
interests of the members of a nonstock corporation into shares or
other
securities of a stock corporation or membership interests of a
nonstock
corporation surviving or resulting from such merger or
consolidation, and,
if any shares of any such stock corporation or membership interests
of
any such nonstock corporation are not to be converted solely into
shares
or other securities of the stock corporation or membership
interests of
the nonstock corporation surviving or resulting from such merger or
con-
solidation, the cash, property, rights or securities of any other
corporation
or entity which the holders of shares of any such stock corporation
or
membership interests of any such nonstock corporation are to
receive in
exchange for, or upon conversion of such shares or membership
interests,
and the surrender of any certificates evidencing them, which cash,
prop-
erty, rights, or securities of any other corporation or entity may
be in
addition to or in lieu of shares or other securities of any stock
corporation
or membership interests of any nonstock corporation surviving or
result-
ing from such merger or consolidation; and (5) such other details
or pro-
visions as are deemed desirable. In such merger or consolidation,
the
interests of members of a constituent nonstock corporation may
be
treated in various ways so as to convert such interests into
interests of
value, other than shares of stock, in the surviving or resulting
stock cor-
poration or into shares of stock in the surviving or resulting
stock cor-
poration, voting or nonvoting, or into creditor interests or any
other in-
terests of value equivalent to their membership interests in their
nonstock
corporation. The voting rights of members of a constituent nonstock
cor-
poration need not be considered an element of value in measuring
the
reasonable equivalence of the value of the interests received in
the sur-
viving or resulting stock corporation by members of a constituent
non-
stock corporation, nor need the voting rights of shares of stock in
a con-
stituent stock corporation be considered as an element of value
in
measuring the reasonable equivalence of the value of the interests
in the
surviving or resulting nonstock corporation received by
stockholders of a
constituent stock corporation, and the voting or nonvoting shares
of a
stock corporation may be converted into voting or nonvoting
regular, life,
general, special or other type of membership, however designated,
cred-
itor interests or participating interests, in any nonstock
corporation sur-
viving or resulting from such merger or consolidation of a stock
corpo-
ration and a nonstock corporation. 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.
(c) The agreement required by subsection
(b), in the case of each
constituent stock corporation, shall be adopted,
approved, and executed
and acknowledged by each constituent corporation
in the same manner
as is provided in K.S.A. 17-6701, and amendments thereto, and, in
the
case of each constituent nonstock corporation, shall be adopted,
ap-
proved, and executed and
acknowledged by each of such constituent cor-
porations in the same manner as is provided in K.S.A. 17-6705,
and
amendments thereto. The agreement shall be filed and shall become
ef-
fective 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
of
stock corporations of this state. Insofar as they may be
applicable, 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) The provisions of subsection (e) of
K.S.A. 17-6701, and amend-
ments thereto, shall apply to a merger under this section, if the
surviving
corporation is a corporation of this state; the provisions of
subsection (d)
of K.S.A. 17-6701, and amendments thereto, shall apply to any
constituent
stock corporation participating in a merger or consolidation under
this
section; and the provisions of subsection (f) of K.S.A. 17-6701,
and
amendments thereto, shall apply to any constituent stock
corporation par-
ticipating in a merger under this section.
(e) Nothing in this section shall be
deemed to authorize the merger
of a charitable nonstock corporation into a stock corporation, if
the char-
itable status of such nonstock corporation would thereby be lost or
im-
paired. A stock corporation may be merged into a charitable
nonstock
corporation which shall continue as the surviving corporation.
Sec. 35. K.S.A. 17-6708 is hereby
amended to read as follows: 17-
6708. (a) Any one or more corporations of this state, whether stock
or
non-stock nonstock corporations and whether
or not organized for profit,
may merge or consolidate with one or more other corporations of
any
other state or states of the United States or of the District of
Columbia,
whether stock or non-stock nonstock
corporations and whether or not
organized for profit, if the laws under which the other corporation
or
corporations are formed shall permit a corporation of such
jurisdiction to
merge with a corporation of another jurisdiction. The constituent
cor-
porations may merge into a single corporation, which may be any one
of
the constituent corporations, or they may consolidate into a new
corpo-
ration formed by the consolidation, which may be a corporation of
the
place of incorporation of any one of the constituent corporations,
pur-
suant to an agreement of merger or consolidation, as the case may
be,
complying and approved in accordance with this section. The
surviving
or new corporation may be either a stock corporation or a
membership
corporation, as shall be specified in the agreement of merger
required by
subsection (b) of this section.
(b) The method and procedure to be
followed by the constituent
corporations so merging or consolidating shall be as prescribed in
K.S.A.
17-6707 in the case of Kansas corporations. The agreement of merger
or
consolidation shall also set forth such other matters or provisions
as shall
then 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 which
shall
govern the surviving or resulting corporation and that can be
stated in
the case of a merger or consolidation. The agreement, in the case
of
foreign corporations, shall be adopted, approved,
and executed and ac-
knowledged by each of the constituent foreign
corporations in accordance
with the laws under which each is formed.
(c) The requirements of subsection (d) of
K.S.A. 17-6702, and
amendments thereto, as to the appointment of the secretary
of state to
receive process and the manner of serving the same in the event
the
surviving or new corporation is to be governed by the laws of any
other
state shall also apply to mergers or consolidations effected under
the
provisions of this section. The provisions of subsection (e) of
K.S.A. 17-
6701, and amendments thereto, shall apply to mergers
effected under the
provisions of this section if the surviving corporation is a
corporation of
this state; the provisions of subsection (d) of K.S.A. 17-6701,
and amend-
ments thereto, shall apply to any constituent stock
corporation participat-
ing in a merger or consolidation under this section; and the
provisions of
subsection (f) of K.S.A. 17-6701, and amendments thereto,
shall apply to
any constituent stock corporation participating in a merger under
this
section.
(d) Nothing in this section shall be
deemed to authorize the merger
of a charitable non-stock nonstock
corporation into a stock corporation,
if the charitable status of such non-stock
nonstock corporation would
thereby be lost or impaired; but a stock corporation may be merged
into
a charitable non-stock nonstock corporation
which shall continue as the
surviving corporation.
Sec. 36. K.S.A. 17-6803 is hereby
amended to read as follows: 17-
6803. Before beginning the business for which the corporation was
or-
ganized, a majority of the incorporators, or, if directors were
named in
the articles of incorporation or have been elected, a majority of
the di-
rectors, may surrender all of the corporation's rights and
franchises by
filing in the office of the secretary of state a certificate,
executed and
acknowledged by a majority of the incorporators or
directors, stating that
the business or activity for which the corporation was organized
has not
been begun; that no part of the capital of the corporation has been
paid
or, if some capital has been paid, that the amount actually paid in
for the
corporation's shares, less any part thereof disbursed for necessary
ex-
penses, has been returned to those entitled thereto; that all
issued stock
certificates, if any, have been surrendered and canceled; and that
all rights
and franchises of the corporation are surrendered. Upon the filing
of such
certificate in accordance with K.S.A. 17-6003, and amendments
thereto,
the corporation shall be dissolved.
Sec. 37. K.S.A. 1999 Supp. 17-6804
is hereby amended to read as
follows: 17-6804. (a) If it should be is
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 give notice by mail to
each stockholder entitled to
vote thereon on a dissolution 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 votes for
the proposed dissolution, a cer-
tificate 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.
(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.
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
stock-
holders entitled to vote on a dissolution; in addition there shall
be at-
tached 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 are
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 proposed 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. 38. K.S.A. 17-6805 is hereby
amended to read as follows: 17-
6805. (a) Whenever it shall be desired to dissolve any corporation
having
no capital stock, the governing body shall perform all the acts
necessary
for dissolution which are required by K.S.A. 17-6804, and
amendments
thereto, to be performed by the board of directors of a corporation
having
capital stock. If the members of a corporation having no capital
stock are
entitled to vote for the election of members of its governing body,
they
shall perform all the acts necessary for dissolution which are
required by
K.S.A. 17-6804, and amendments thereto, to be performed by the
stock-
holders of a corporation having capital stock. If there is no
member en-
titled to vote thereon on such dissolution,
the dissolution of the corpo-
ration shall be authorized at a meeting of the governing body, upon
the
adoption of a resolution to dissolve by the vote of a majority of
members
of its governing body then in office. In all other respects, the
method and
proceedings for the dissolution of a corporation having no capital
stock
shall conform as nearly as may be possible to the proceedings
prescribed
by K.S.A. 17-6804, and amendments thereto, for the dissolution of
cor-
porations having capital stock.
(b) If a corporation having no capital
stock has not commenced the
business for which the corporation was organized, a majority of the
gov-
erning body or, if none, a majority of the incorporators may
surrender all
of the corporation's rights and franchises by filing in the office
of the
secretary of state a certificate, executed and
acknowledged by a majority
of the incorporators or governing body, conforming as nearly as may
be
possible to the certificate prescribed by K.S.A. 17-6803, and
amendments
thereto.
Sec. 39. K.S.A. 1999 Supp. 17-6913
is hereby amended to read as
follows: 17-6913. (a) Any corporation of this state, a plan of
reorganization
of which, pursuant to the provisions of any applicable statute of
the
United States relating to reorganizations of corporations, has been
or shall
be confirmed by the decree or order of a court of competent
jurisdiction,
may put into effect and carry out the plan and the decrees and
orders of
the court or judge relative thereto, and may take any proceeding
and do
any act provided in the plan or directed by such decrees and
orders,
without further action by its directors or stockholders. Such power
and
authority may be exercised, and such proceedings and acts may be
taken,
as may be directed by such decrees or orders, by the trustee or
trustees
of such corporation appointed in the reorganization proceedings, or
a
majority thereof, or if none be appointed and acting, by designated
offi-
cers of the corporation, or by a master or other representative
appointed
by the court or judge, with like effect as if exercised and taken
by unan-
imous action of the directors and stockholders of the
corporation.
(b) In the manner provided in subsection
(a) of this section, but with-
out limiting the generality or effect of the foregoing, such
corporation
may alter, amend or repeal its bylaws; constitute or reconstitute
and clas-
sify or reclassify its board of directors, and name, constitute or
appoint
directors and officers in place of or in addition to all or some of
the
directors or officers then in office; amend its articles of
incorporation,
and make any change in its capital or capital stock, or any other
amend-
ment, change or alteration, or provision, authorized by this act;
be dis-
solved, transfer all or part of its assets, merge or consolidate as
permitted
by this act, in which case, however, except
that no stockholder shall have
any statutory right of appraisal of his such
stockholder's stock; change the
location of its registered office, change its resident agent and
remove or
appoint any agent to receive service of process; authorize and fix
the
terms, manner and conditions of, the issuance of bonds, debentures
or
other obligations, whether or not convertible into stock of any
class, or
bearing warrants or other evidences of optional rights to purchase
or
subscribe for stock of any class; or lease its property and
franchises to any
corporation, if permitted by law.
(c) A certificate of any amendment,
change or alteration, or of dis-
solution, or any agreement of merger or consolidation, made by
such
corporation pursuant to the foregoing provisions
of this section, shall be
filed with the secretary of state in accordance with K.S.A. 17-6003
and
amendments thereto, and, subject to subsection (d) of K.S.A.
17-6003,
and amendments thereto shall thereupon become effective in
accordance
with its terms and the provisions of the instrument as provided in
this
subsection. Such certificate, agreement of merger or other
instrument
shall be made, and executed and
acknowledged, as may be directed by
such decrees or orders, by the trustee or trustees appointed in the
reor-
ganization proceedings, or a majority thereof, or, if none be
appointed
and acting, by the officers of the corporation, or by a master or
other
representative appointed by the court, and shall certify that
provision for
the making of such certificate, agreement or instrument is
contained in
a decree or order of a court having jurisdiction of a proceeding
under
such applicable statute of the United States for the reorganization
of such
corporation.
(d) The provisions of this section shall
cease to apply to such corpo-
ration upon the entry of a final decree in the reorganization
proceedings
closing the case and discharging the trustee or trustees, if
any.
(e) On filing any certificate, agreement,
report or other paper made
or executed pursuant to the provisions of this section, there shall
be paid
to the secretary of state for the use of the state the same fees as
are
payable by corporations not in reorganization upon the filing of
like cer-
tificates, agreements, reports or other papers.
Sec. 40. K.S.A. 1999 Supp. 17-7001
is hereby amended to read as
follows: 17-7001. (a) At any time prior to the expiration of three
years
following the dissolution of a corporation pursuant to K.S.A.
17-6804 and
amendments 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
amendments thereto, a corporation may revoke the dissolution
thereto-
fore effected 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 the secretary's certificate that the dissolution has
been revoked.
Upon the issuance of such certificate by the secretary of state,
the revo-
cation 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. 41. K.S.A. 1999 Supp. 17-7002
is hereby amended to read as
follows: 17-7002. (a) Any corporation may procure an extension,
resto-
ration, 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 a certificate
in accordance 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 zip code 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. 42. K.S.A. 1999 Supp. 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,
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 2/3 of
the shares
of each class of stock of the corporation which are
outstanding.
Sec. 43. K.S.A. 17-7208 is hereby
amended to read as follows: 17-
7208. (a) If any event occurs, as a result of which one or more of
the
provisions or conditions included in a close corporation's articles
of in-
corporation, pursuant to K.S.A. 17-7202, and amendments
thereto, to
qualify it as a close corporation has been breached, the
corporation's
status as a close corporation shall terminate unless:
(1) Within thirty (30)
30 days after the occurrence of the event, or
within thirty (30) 30 days after the event
has been discovered, whichever
is later, the corporation files with the secretary of state a
certificate, ex-
ecuted and acknowledged in accordance with K.S.A.
17-6003, and amend-
ments thereto, stating that a specified provision or
condition included in
its articles of incorporation pursuant to K.S.A. 17-7202, and
amendments
thereto, to qualify it as a close corporation has ceased to
be applicable,
and furnishes a copy of such certificate to each stockholder;
and
(2) The corporation concurrently with the
filing of such certificate
takes such steps as are necessary to correct the situation which
threatens
its status as a close corporation, including, without limitation,
the refusal
to register the transfer of stock which has been wrongfully
transferred as
provided by K.S.A. 17-7207, and amendments thereto, or a
proceeding
under subsection (b) of this section.
(b) The district court, upon the suit of
the corporation or any stock-
holder, shall have jurisdiction to issue all orders necessary to
prevent the
corporation from losing its status as a close corporation, or to
restore its
status as a close corporation, by enjoining or setting aside any
act or
threatened act on the part of the corporation or a stockholder
which
would be inconsistent with any of the provisions or conditions
required
or permitted by K.S.A. 17-7202, and amendments thereto, to
be stated in
the articles of incorporation for a close corporation, unless it is
an act
approved in accordance with K.S.A. 17-7206, and amendments
thereto.
The court may enjoin or set aside any transfer or threatened
transfer of
stock of a close corporation which is contrary to the terms of its
articles
of incorporation or of any transfer restriction permitted by K.S.A.
17-
6426, and amendments thereto, and may enjoin any public
offering, as
defined in K.S.A. 17-7202, and amendments thereto, or
threatened public
offering of stock of the close corporation.
Sec. 44. K.S.A. 1999 Supp. 17-7301
is hereby amended to read as
follows: 17-7301. (a) As used in this act, the words ``foreign
corporation''
mean a corporation organized under the laws of any jurisdiction
other
than this state.
(b) No foreign corporation shall do any
business in this state, through
or by branch offices, agents or representatives located in this
state, until
it has filed in the office of the secretary of state of this state
an application
for authority to engage in business in this state as a foreign
corporation.
Such application shall be filed in accordance with K.S.A. 17-6003
and
amendments thereto and shall set forth:
(1) A certificate issued within 90 days
of the date of application by
the proper officer of the jurisdiction where such corporation is
incorpo-
rated attesting to the fact that such corporation is a corporation
in good
standing in such jurisdiction;
(2) the address of the principal office
of the corporation is located;
(3) the address of the principal office
or place of business in this state
is to be located, if known;
(4) the full nature and character of the
business the corporation pro-
poses to conduct in this state;
(5) the name and address of each of the
officers and trustees or di-
rectors of the corporation;
(6) a statement as to when the corporate
existence of the corporation
will expire in the state of incorporation;
(7) a detailed statement of the assets
and liabilities of the corporation,
as of a date not earlier than 12 months prior to the filing
date;
(8) the location of the registered office
of the corporation in this state
and the name of its resident agent in charge of the registered
office; and
(9) the date on which the corporation
commenced, or intends to com-
mence, doing business in this state.
The application shall be subscribed and sworn
to by the president or a
vice-president and the secretary or an assistant secretary of the
corpora-
tion, and it shall be accompanied by the written consent of the
corpora-
tion, irrevocable, that actions may be commenced against it in the
proper
court of any county where there is proper venue by the service of
process
on the secretary of state as provided for in K.S.A. 17-7307 and
amend-
ments thereto and stipulating and agreeing that such service shall
be taken
and held, in all courts, to be as valid and binding as if due
service had
been made upon the president and secretary of the corporation.
Such
consent shall be executed by the president or a vice-president and
the
secretary or an assistant secretary of the corporation and shall be
accom-
panied by a duly certified copy of the order or resolution of the
board of
directors, trustees or managers of the corporation authorizing the
secre-
tary or an assistant secretary and the president or a
vice-president to
execute it.
(c) After receipt of the application and
fee, if the secretary of state
finds that it complies with the provisions of this section, the
secretary of
state shall file the original application and certify the duplicate
copy in
accordance with K.S.A. 17-6003, and amendments thereto. The
certified
copy of the application shall be prima facie evidence of the right
of the
corporation to do business in this state. The secretary of state
shall not
file such application unless:
(1) The name of the corporation is such
as to distinguish it upon the
records of the office of the secretary of state from the name of
each other
corporation organized under the laws of this state or reserved or
regis-
tered as a foreign corporation under the laws of this state;
(2) the corporation has obtained the
written consent of such other
corporation, which has the same name, for the corporation to do
business
in this state under such name and such consent has been
executed, ac-
knowledged and filed with the secretary of state
in accordance with K.S.A.
17-6003 and amendments thereto; or
(3) the corporation indicates, as a means
of identification and in its
advertising within this state, the state in which it is
incorporated.
Sec. 45. K.S.A. 1999 Supp. 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
consol-
idation 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 the same in
accordance with
K.S.A. 17-6003 and amendments thereto.
Sec. 46. K.S.A. 17-1506, 17-1607, 17-4607,
17-4615, 17-4616, 17-
4617, 17-4618, 17-4621, 17-4622, 17-6006, 17-6603, 17-6708,
17-6803,
17-6805 and 17-7208 and K.S.A. 1999 Supp. 17-1507, 17-1608,
17-1637,
17-1638, 17-2201, 17-6001, 17-6002, 17-6003, 17-6005, 17-6203,
17-
6204, 17-6205, 17-6401, 17-6601, 17-6602, 17-6605, 17-6701,
17-6702,
17-6703, 17-6704, 17-6705, 17-6706, 17-6707, 17-6804, 17-6913,
17-
7001, 17-7002, 17-7204, 17-7301 and 17-7302 are hereby
repealed.
Sec. 47. This act shall take effect and be in
force from and after its
publication in the statute book.
Approved March 31, 2000.
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