reglab/housing_qa huggingface dataset:
KS Stat § 17-6006 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 60 - Formation Of Corporations|17-6006 Commencement of corporate existence.

17-6006. Commencement of corporate existence. Upon the filing with the secretary of state of the articles of incorporation, executed and filed in accordance with K.S.A. 2021 Supp. 17-7908 through 17-7910, and amendments thereto, the incorporator or incorporators who signed the certificate, and 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 K.S.A. 2021 Supp. 17-7911, and amendments thereto, and subject to dissolution or other termination of its existence as provided in this code.History: L. 1972, ch. 52, § 6; L. 2000, ch. 39, § 19; L. 2016, ch. 110, § 17; July 1.
KS Stat § 17-6007 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 60 - Formation Of Corporations|17-6007 Powers of incorporators.

17-6007. Powers of incorporators. If the persons who are to serve as directors until the first annual meeting of stockholders have not been named in the articles of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors.History: L. 1972, ch. 52, § 7; L. 2016, ch. 110, § 18; July 1.
KS Stat § 17-6008 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 60 - Formation Of Corporations|17-6008 Organization meeting of incorporators or directors named in articles of incorporation; purpose; notice; meeting not required, when.

17-6008. Organization meeting of incorporators or directors named in articles of incorporation; purpose; notice; meeting not required, when. (a) After the filing of the articles of incorporation an organization meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the articles of incorporation, shall be held, either within or without this state, at the call of a majority of the incorporators or directors, as the case may be, for the purposes of: (1) Adopting bylaws, unless a different provision is made in the articles of incorporation for the adoption thereof; (2) electing directors, if the meeting is of the incorporators, to serve or hold office until the first annual meeting of stockholders or until their successors are elected and qualify; (3) electing officers if the meeting is of the directors; (4) doing any other or further acts to perfect the organization of the corporation; and (5) transacting such other business as may come before the meeting.(b) The persons calling the meeting shall give to each other incorporator or director, as the case may be, at least two days' written notice thereof by any usual means of communication, which notice shall state the time, place and purposes of the meeting as fixed by the persons calling it. Notice of the meeting need not be given to anyone who attends the meeting or who signs a waiver of notice either before or after the meeting.(c) Any action permitted to be taken at the organization meeting of the incorporators or directors, as the case may be, may be taken without a meeting if each incorporator or director, where there is more than one, or the sole incorporator or director where there is only one, signs an instrument which states the action so taken.(d) If any incorporator is not available to act, then any person for whom or on whose behalf the incorporator was acting directly or indirectly as employee or agent, may take action that such incorporator would have been authorized to take under this section or K.S.A. 17-6007, and amendments thereto, except that any instrument signed by such other person, or any record of the proceedings of a meeting in which such person participated, shall state that: (1) Such incorporator is not available and the reason therefor; (2) such incorporator was acting directly or indirectly as employee or agent for or on behalf of such person; and (3) such person's signature on such instrument or participation in such meeting is otherwise authorized and not wrongful.History: L. 1972, ch. 52, § 8; L. 2016, ch. 110, § 19; July 1.
KS Stat § 17-6009 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 60 - Formation Of Corporations|17-6009 Bylaws; adoption, amendment or repeal; contents.

17-6009. Bylaws; adoption, amendment or repeal; contents. (a) The right to adopt, amend or repeal bylaws of any corporation in existence on July 1, 1972, shall be vested in the corporation's board of directors, unless otherwise provided in such corporation's articles of incorporation and subject to the right of the stockholders to adopt, amend or repeal the bylaws. For all other corporations, the original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, unless the initial directors were named in the articles of incorporation, or, before a corporation has received any payment for any of its stock or, in the case of a nonstock corporation, before any person has been admitted to membership in the corporation, by its board of directors or governing body, as the case may be. After a corporation has received any payment for any of its stock or, in the case of a nonstock corporation, after any person has been admitted to membership in the corporation, the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote or, in the case of a nonstock corporation, in its members entitled to vote except that, any corporation, in its articles of incorporation, may confer the power to adopt, amend or repeal bylaws upon the directors or, in the case of a nonstock corporation, upon its governing body by whatever name designated. The fact that such power has been so conferred upon the directors or governing body, as the case may be, shall not divest the stockholders or members of the power, nor limit their power to adopt, amend or repeal bylaws.(b) The bylaws may contain any provision, not inconsistent with law or with the articles of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees. The bylaws may not contain any provision that would impose liability on a stockholder for the attorney fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in K.S.A. 2021 Supp. 17-6015, and amendments thereto.History: L. 1972, ch. 52, § 9; L. 1977, ch. 80, § 1; L. 1988, ch. 99, § 4; Revived and amend., L. 1988, ch. 100, § 4; L. 1992, ch. 270, § 2; L. 2016, ch. 110, § 20; July 1.
KS Stat § 17-6011 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 60 - Formation Of Corporations|17-6011 Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of the Kansas general corporation code.

17-6011. Jurisdiction to interpret, apply, enforce or determine the validity of corporate instruments and provisions of the Kansas general corporation code. (a) Any civil action to interpret, apply, enforce or determine the validity of the provisions of the following may be brought in the district court, except to the extent that a statute confers exclusive jurisdiction on a court, agency or tribunal other than the district court:(1) The articles of incorporation or the bylaws of a corporation;(2) any instrument, document or agreement by which a corporation creates or sells, or offers to create or sell, any of its stock, or any rights or options respecting its stock;(3) any written restrictions on the transfer, registration of transfer or ownership of securities under K.S.A. 17-6426, and amendments thereto;(4) any proxy under K.S.A. 17-6502 or 17-6505, and amendments thereto;(5) any voting trust or other voting agreement under K.S.A. 17-6508, and amendments thereto;(6) any agreement, certificate of merger or consolidation, or certificate of ownership and merger governed by K.S.A. 17-6701 through 17-6703 or 17-6705 through 17-6708, and amendments thereto;(7) any certificate of conversion under K.S.A. 17-6713, and amendments thereto; or(8) any other instrument, document, agreement or certificate required by any provision of this code.(b) Any civil action to interpret, apply or enforce any provision of this code may be brought in the district court.(c) This section shall be part of and supplemental to article 60 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.History: L. 2016, ch. 110, § 1; July 1.
KS Stat § 17-6012 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 60 - Formation Of Corporations|17-6012 Access to proxy solicitation materials.

17-6012. Access to proxy solicitation materials. (a) The bylaws may provide that if the corporation solicits proxies with respect to an election of directors, it may be required, to the extent and subject to such procedures or conditions as may be provided in the bylaws, to include in its proxy solicitation materials, including any form of proxy it distributes, in addition to individuals nominated by the board of directors, one or more individuals nominated by a stockholder. Such procedures or conditions may include any of the following:(1) A provision requiring a minimum record or beneficial ownership, or duration of ownership, of shares of the corporation's capital stock, by the nominating stockholder, and defining beneficial ownership to take into account options or other rights in respect of or related to such stock;(2) a provision requiring the nominating stockholder to submit specified information concerning the stockholder and the stockholder's nominees, including information concerning ownership by such persons of shares of the corporation's capital stock, or options or other rights in respect of or related to such stock;(3) a provision conditioning eligibility to require inclusion in the corporation's proxy solicitation materials upon the number or proportion of directors nominated by stockholders or whether the stockholder previously sought to require such inclusion;(4) a provision precluding nominations by any person if such person, any nominee of such person, or any affiliate or associate of such person or nominee, has acquired or publicly proposed to acquire shares constituting a specified percentage of the voting power of the corporation's outstanding voting stock within a specified period before the election of directors;(5) a provision requiring that the nominating stockholder undertake to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating stockholder in connection with a nomination; and(6) any other lawful condition.(b) This section shall be part of and supplemental to article 60 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.History: L. 2016, ch. 110, § 2; July 1.
KS Stat § 17-6013 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 60 - Formation Of Corporations|17-6013 Proxy expense reimbursement.

17-6013. Proxy expense reimbursement. (a) The bylaws may provide for the reimbursement by the corporation of expenses incurred by a stockholder in soliciting proxies in connection with an election of directors, subject to such procedures or conditions as the bylaws may prescribe, including:(1) Conditioning eligibility for reimbursement upon the number or proportion of persons nominated by the stockholder seeking reimbursement or whether such stockholder previously sought reimbursement for similar expenses;(2) limitations on the amount of reimbursement based upon the proportion of votes cast in favor of one or more of the persons nominated by the stockholder seeking reimbursement, or upon the amount spent by the corporation in soliciting proxies in connection with the election;(3) limitations concerning elections of directors by cumulative voting pursuant to K.S.A. 17-6504, and amendments thereto; or(4) any other lawful condition.(b) No bylaw so adopted shall apply to elections for which any record date precedes its adoption.(c) This section shall be part of and supplemental to article 60 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.History: L. 2016, ch. 110, § 3; July 1.
KS Stat § 17-6015 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 60 - Formation Of Corporations|17-6015 Forum selection provisions regarding internal corporate claims.

17-6015. Forum selection provisions regarding internal corporate claims. (a) The articles of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this state, and no provision of the articles of incorporation or the bylaws may prohibit bringing such claims in the courts of this state. "Internal corporate claims" means claims, including claims in the right of the corporation: (1) That are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity; or (2) as to which this title* confers jurisdiction upon the district court.(b) This section shall be part of and supplemental to article 60 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.History: L. 2016, ch. 110, § 5; July 1.* "This title" means the Kansas general corporation code.
KS Stat § 17-6101 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 61 - Corporate Powers|17-6101 General powers; applicability of code.

17-6101. General powers; applicability of code. (a) In addition to the powers enumerated in K.S.A. 17-6102, and amendments thereto, every corporation, its officers, directors, and stockholders shall possess and may exercise all the powers and privileges granted by this code or by any other law or by its articles of incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes set forth in its articles of incorporation.(b) Every corporation shall be governed by the provisions and be subject to the restrictions and liabilities contained in this code.History: L. 1972, ch. 52, § 11; L. 2016, ch. 110, § 22; July 1.
KS Stat § 17-6103 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 61 - Corporate Powers|17-6103 Powers respecting securities of other corporations or entities.

17-6103. Powers respecting securities of other corporations or entities. Any corporation organized under the laws of this state may guarantee, purchase, take, receive, subscribe for or otherwise acquire; own, hold, use or otherwise employ; sell, lease, exchange, transfer or otherwise dispose of; mortgage, lend, pledge or otherwise deal in and with, bonds and other obligations of, or shares or other securities or interests in, or issued by, any other domestic or foreign corporation, partnership, association, or individual, or by any government or agency or instrumentality thereof. A corporation while owner of any such securities may exercise all the rights, powers and privileges of ownership, including the right to vote.History: L. 1972, ch. 52, § 13; July 1.
KS Stat § 17-6104 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 61 - Corporate Powers|17-6104 Lack of corporate capacity or power, effect; assertion, when.

17-6104. Lack of corporate capacity or power, effect; assertion, when. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:(a) In a proceeding by a stockholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;(b) in a proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through stockholders in a representative suit, against an incumbent or former officer or director of the corporation, for loss or damage due to such incumbent or former officer's or director's unauthorized act; and(c) in a proceeding by the attorney general to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.History: L. 1972, ch. 52, § 14; L. 2016, ch. 110, § 24; July 1.
KS Stat § 17-6106 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 61 - Corporate Powers|17-6106 Banking power denied.

17-6106. Banking power denied. (a) No corporation organized under this code shall possess the power of issuing bills, notes or other evidences of debt for circulation as money, or the power of carrying on the business of receiving deposits of money.(b) Corporations organized under this code to buy, sell and otherwise deal in notes, open accounts and other similar evidences of debt, or to loan money and to take notes, open accounts and other similar evidences of debt as collateral security therefor, shall not be deemed to be engaging in the business of banking.History: L. 1972, ch. 52, § 16; L. 2016, ch. 110, § 25; July 1.
KS Stat § 17-6302 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 63 - Directors And Officers|17-6302 Officers; titles, duties, manner of selection, term of office; resignation; failure to elect; vacancies.

17-6302. Officers; titles, duties, manner of selection, term of office; resignation; failure to elect; vacancies. (a) Every corporation organized under this code shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws and as may be necessary to enable it to sign instruments and stock certificates which comply with K.S.A. 17-6408 and K.S.A. 2021 Supp. 17-7908(a)(2), and amendments thereto. One of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. Any number of offices may be held by the same person unless the articles of incorporation or bylaws otherwise provide.(b) Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body. Each officer shall hold office until such officer's successor is elected and qualified or until such officer's earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation.(c) The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.(d) A failure to elect officers shall not dissolve or otherwise affect the corporation.(e) Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled as the bylaws provide. In the absence of such provision, the vacancy shall be filled by the board of directors or other governing body.History: L. 1972, ch. 52, § 24; L. 1988, ch. 99, § 8; Revived and amend., L. 1988, ch. 100, § 8; L. 1992, ch. 270, § 5; L. 2004, ch. 143, § 9; L. 2016, ch. 110, § 27; July 1.
KS Stat § 17-6303 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 63 - Directors And Officers|17-6303 Loans to or guaranty of obligations of officers and employees.

17-6303. Loans to or guaranty of obligations of officers and employees. Any corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of any corporation at common law or under any statute.History: L. 1972, ch. 52, § 25; July 1.
KS Stat § 17-6304 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 63 - Directors And Officers|17-6304 Financial interest of officer or director in corporate transaction; effect; quorum.

17-6304. Financial interest of officer or director in corporate transaction; effect; quorum. (a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, if:(1) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;(2) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or(3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee or the stockholders.(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.History: L. 1972, ch. 52, § 26; L. 2016, ch. 110, § 28; July 1.
KS Stat § 17-6306 (2021)
2021 Kansas Statutes|Chapter 17 - Corporations|Article 63 - Directors And Officers|17-6306 Submission of matter to a shareholder vote without board of directors determination.

17-6306. Submission of matter to a shareholder vote without board of directors determination. A corporation may agree to submit a matter to a vote of its stockholders whether or not the board of directors determines at any time subsequent to approving such matter that such matter is no longer advisable and recommends that the stockholders reject or vote against the matter.History: L. 2004, ch. 143, § 11; January 1, 2005.