reglab/statecodes huggingface dataset:
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6418 Same; judicial proceedings to compel issuance of new stock certificate or uncertificated shares.

17-6418.
Same; judicial proceedings to compel issuance of new stock certificate or uncertificated shares.
(a) If a corporation refuses to issue new uncertificated shares or a new certificate of stock in place of a certificate theretofore issued by it, or by any corporation of which it is the lawful successor, which certificate is alleged to have been lost, stolen or destroyed, the owner of the lost, stolen or destroyed certificate or the owner's legal representative, may commence an action in district court for an order requiring the corporation to show cause why it should not issue new uncertificated shares or a new certificate of stock in place of the certificate so lost, stolen or destroyed. The petition in such action shall state the name of the corporation, the number and date of the certificate, if known or ascertainable by the plaintiff, the number of shares of stock represented thereby and to whom issued, and a statement of the circumstances attending such loss, theft or destruction. Thereupon the court shall make an order requiring the corporation to show cause at a time and place therein designated, why it should not issue new uncertificated shares or a new certificate of stock in place of the one described in the complaint. A copy of the complaint and order shall be served upon the corporation at least five days before the time designated in the order.
(b) If, upon hearing, the court is satisfied that the plaintiff is the lawful owner of the number of shares of capital stock, or any part thereof, described in the petition, and that the certificate therefor has been lost, stolen or destroyed, and no sufficient cause has been shown why new uncertificated shares or a new certificate should not be issued in place thereof, it shall enter an order requiring the corporation to issue and deliver to the plaintiff new uncertificated shares or a new certificate for such shares. In its order the court shall direct that, prior to the issuance and delivery to the plaintiff of such new uncertificated shares or a new certificate, the plaintiff give the corporation a bond in such form and with such security as to the court appears sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new uncertificated shares or new certificate. No corporation which has issued uncertificated shares or a certificate pursuant to an order of the court entered hereunder shall be liable in an amount in excess of the amount specified in such bond.
History: L. 1972, ch. 52, § 45; L. 1988, ch. 99, § 17; Revived and amended, L. 1988, ch. 100, § 17; L. 1992, ch. 270, § 7; L. 2004, ch. 143, § 19; January 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6419 Situs of ownership of stock.

17-6419.
Situs of ownership of stock.
For all purposes of title, action, attachment, garnishment and jurisdiction of all courts held in this state, but not for the purpose of taxation, the situs of the ownership of the capital stock of all corporations existing under the laws of this state, whether organized under this act or otherwise, shall be regarded as in this state.
History:
L. 1972, ch. 52, § 46; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6420 Dividends; declaration and payment; determination of net profits by "wasting assets" corporation.

17-6420. Dividends; declaration and payment; determination of net profits by "wasting assets" corporation.
(a) The directors of every corporation, subject to any restrictions contained in its articles of incorporation, may declare and pay dividends upon the shares of its capital stock either: (1) Out of its surplus, as defined in and computed in accordance with K.S.A. 17-6404 and 17-6604, and amendments thereto; or (2) in case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year, or both. If the capital of the corporation, computed in accordance with K.S.A. 17-6404 and 17-6604, and amendments thereto, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors of such corporation shall not declare and pay out of such net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. Nothing in this subsection shall invalidate or otherwise affect a note, debenture or other obligation of the corporation paid by it as a dividend on shares of its stock, or any payment made thereon, if at the time such note, debenture or obligation was delivered by the corporation, the corporation had either surplus or net profits as provided in paragraph (1) or (2) from which the dividend could lawfully have been paid.
(b) Subject to any restrictions contained in its articles of incorporation, the directors of any corporation engaged in the exploitation of wasting assets, including but not limited to a corporation engaged in the exploitation of natural resources or other wasting assets, including patents, or engaged primarily in the liquidation of specific assets, may determine the net profits derived from the exploitation of such wasting assets or the net proceeds derived from such liquidation without taking into consideration the depletion of such assets resulting from lapse of time, consumption, liquidation or exploitation of such assets.
History:
L. 1972, ch. 52, § 47; L. 1988, ch. 99, § 18; Revived and amended, L. 1988, ch. 100, § 18; L. 2004, ch. 143, § 20; L. 2016, ch. 110, § 43; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6421 Special purpose reserves.

17-6421.
Special purpose reserves.
The directors of a corporation may set apart out of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.
History:
L. 1972, ch. 52, § 48; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6422 Reliance by director or committee member upon corporate records and information.

17-6422. Reliance by director or committee member upon corporate records and information.
A member of the board of directors, or a member of any committee designated by the board of directors, shall be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the board of directors, or by any other person as to matters the director reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation, as to the value and amount of the assets, liabilities or net profits of the corporation or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the corporation's stock might properly be purchased or redeemed.
History:
L. 1972, ch. 52, § 49; L. 1988, ch. 99, § 19; Revived and amended, L. 1988, ch. 100, § 19; L. 1992, ch. 270, § 8; L. 2004, ch. 143, § 21; L. 2016, ch. 110, § 44; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6423 Dividends; method of payment.

17-6423.
Dividends; method of payment.
No corporation shall pay dividends except in accordance with this act. Dividends may be paid in cash, in property or in shares of the corporation's capital stock. If the dividend is to be paid in shares of the corporation's theretofore unissued capital stock, the board of directors shall, by resolution, direct that there be designated as capital in respect of such shares an amount which is not less than the aggregate par value of par value shares being declared as a dividend and, in the case of shares without par value being declared as a dividend, such amount as shall be determined by the board of directors. No such designation as capital shall be necessary if shares are being distributed by a corporation pursuant to a split-up or division of its stock rather than as payment of a dividend declared payable in stock of the corporation.
History: L. 1972, ch. 52, § 50; L. 1988, ch. 99, § 20; Revived and amended, L. 1988, ch. 100, § 20; L. 1992, ch. 270, § 9; L. 2004, ch. 143, § 22; January 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6424 Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability, when; contribution among directors; subrogation.

17-6424.
Liability of directors for unlawful payment of dividend or unlawful stock purchase or redemption; exoneration from liability, when; contribution among directors; subrogation.
(a) In case of any willful or negligent violation of the provisions of K.S.A. 17-6410 or 17-6423, and amendments thereto, the directors under whose administration the same may happen shall be jointly and severally liable, at any time within three years after paying such unlawful dividend or after such unlawful stock purchase or redemption, to the corporation, and to its creditors in the event of its dissolution or insolvency, to the full amount of the dividend unlawfully paid, or to the full amount unlawfully paid for the purchase or redemption of the corporation's stock, with interest from the time such liability accrued. Any director who may have been absent when the same was done, or who may have dissented from the act or resolution by which the same was done, may be exonerated from such liability by causing such director's dissent to be entered on the books containing the minutes of the proceedings of the directors at the time the same was done, or immediately after such director has notice of the same.
(b) Any director against whom a claim is successfully asserted under this section shall be entitled to contribution from the other directors who voted for or concurred in the unlawful dividend, stock purchase or stock redemption.
(c) Any director against whom a claim is successfully asserted under this section shall be entitled, to the extent of the amount paid by such director as a result of such claim, to be subrogated to the rights of the corporation against stockholders who received the dividend on, or assets for the sale or redemption of, their stock with knowledge of facts indicating that such dividend, stock purchase or redemption was unlawful under this act, in proportion to the amounts received by such stockholders respectively.
History: L. 1972, ch. 52, § 51; L. 2004, ch. 143, § 23; January 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 64 - Stock And Dividends › 17-6425 Transfer of stock, stock certificates and uncertificated stock; applicability of uniform commercial code.

17-6425. Transfer of stock, stock certificates and uncertificated stock; applicability of uniform commercial code.
Except as otherwise provided in this code, the transfer of stock and the certificates of stock which represent the stock or uncertificated stock shall be governed by article 8 of the uniform commercial code, as set forth in article 8 of chapter 84 of the Kansas Statutes Annotated, and amendments thereto. To the extent that any provision of this code is inconsistent with any provision of such article, this code shall be controlling.
History:
L. 1972, ch. 52, § 52; L. 1986, ch. 399, § 8; L. 2004, ch. 143, § 24; L. 2016, ch. 110, § 45; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 65 - Meetings, Elections, Voting And Notices › 17-6504 Cumulative voting.

17-6504.
Cumulative voting.
The articles of incorporation of any corporation may provide that at all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which, except for such provision as to cumulative voting, such holder would be entitled to cast for the election of directors with respect to such holder's shares of stock multiplied by the number of directors to be elected by such holder, and that such holder may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as such holder may see fit, provided that this section shall not apply to a corporation organized before April 21, 1988, unless the stockholders of such corporation shall amend its articles of incorporation to eliminate the requirements of cumulative voting in force at the time of its organization.
History: L. 1972, ch. 52, § 57; L. 1988, ch. 99, § 1; Revived and amended, L. 1988, ch. 100, § 1; L. 2004, ch. 143, § 29; January 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 65 - Meetings, Elections, Voting And Notices › 17-6506 Quorum; votes necessary to transact business.

17-6506. Quorum; votes necessary to transact business.
Subject to the provisions of this code with respect to the vote that shall be required for a specified action, the articles of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares or the amount of other securities, or both, having voting power, the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of holders of less than 1/3 of the shares entitled to vote at the meeting, except that, where a separate vote by the holders of one or more than one class or series is required, a quorum shall consist of no less than 1/3 of the holders of the shares of such class or series. In the absence of such specification in the articles of incorporation or bylaws of the corporation:
(a) The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders;
(b) in all matters other than the election of directors, the affirmative vote of the holders of a majority of shares who are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders;
(c) directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and
(d) where a separate vote by one or more than one class or series is required, the holders of a majority of the outstanding shares of such class or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the holders of a majority of shares of such class or series who are present in person or represented by proxy at the meeting shall be the act of such class or series. A bylaw amendment adopted by the stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.
History:
L. 1972, ch. 52, § 59; L. 1988, ch. 99, § 25; Revived and amended, L. 1988, ch. 100, § 25; L. 1992, ch. 270, § 10; L. 2004, ch. 143, § 31; L. 2016, ch. 110, § 51; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 65 - Meetings, Elections, Voting And Notices › 17-6507 Voting rights of fiduciaries, pledgors and joint owners of stock.

17-6507.
Voting rights of fiduciaries, pledgors and joint owners of stock.
(a) Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation such person has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or such pledgee's proxy, may represent such stock and vote thereon.
(b) If shares or other securities having voting power stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:
(1) If only one votes, such person's act binds all;
(2) If more than one vote, the act of the majority so voting binds all;
(3) If more than one vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the district court for the appointment of an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of this subsection shall be a majority or even-split in interest.
History: L. 1972, ch. 52, § 60; L. 2004, ch. 143, § 32; January 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 65 - Meetings, Elections, Voting And Notices › 17-6511 Rights of holders of bonds, debentures and other obligations of corporation.

17-6511.
Rights of holders of bonds, debentures and other obligations of corporation.
In its articles of incorporation, every corporation may confer upon the holders of any bonds, debentures or other obligations issued or to be issued by the corporation the power to vote in respect to the corporate affairs and management of the corporation to the extent and in the manner provided in the articles of incorporation, and may confer upon such holders of bonds, debentures or other obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the stockholders of the corporation have or may have by reason of this act or of its articles of incorporation. If the articles of incorporation so provide such holders of bonds, debentures or other obligations shall be deemed to be stockholders, and their bonds, debentures or other obligations shall be deemed to be shares of stock, for the purpose of any provision of this act which requires the vote of stockholders as a prerequisite to any corporate action and the articles of incorporation may divest the holders of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in K.S.A. 17-6602, and amendments thereto.
History: L. 1972, ch. 52, § 64; L. 1988, ch. 99, § 29; Revived and amended, L. 1988, ch. 100, § 29; L. 2004, ch. 143, § 36; January 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 65 - Meetings, Elections, Voting And Notices › 17-6512 Notice of meetings and adjourned meetings; requirements.

17-6512. Notice of meetings and adjourned meetings; requirements.
(a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
(b) Unless otherwise provided in this code, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.
(c) When a meeting is adjourned to another time or place, unless the bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with K.S.A. 17-6503(a), and amendments thereto, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
History:
L. 1972, ch. 52, § 65; L. 1988, ch. 99, § 30; Revived and amended, L. 1988, ch. 100, § 30; L. 2004, ch. 143, § 37; L. 2016, ch. 110, § 55; L. 2023, ch. 66, § 24; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 65 - Meetings, Elections, Voting And Notices › 17-6514 Form of records.

17-6514. Form of records.
Any records administered by or on behalf of the corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or by means of, or be in the form of any information storage device, method, or one or more electronic networks or databases, including one or more distributed electronic networks or databases, if the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger: (a) Can be used to prepare the list of stockholders specified in K.S.A. 17-6509 and 17-6510, and amendments thereto; (b) contain the information specified in K.S.A. 17-6406, 17-6409, 17-6507(a) and 17-6508, and amendments thereto; and (c) include transfers of stock as governed by article 8 of chapter 84 of the Kansas Statutes Annotated, and amendments thereto. Any corporation shall convert any records so kept into clearly legible paper form upon the request of any person entitled to inspect such records pursuant to any provision of this code. When records are kept in such manner, a clearly legible paper form prepared from or by the means of the information storage device, method, or one or more electronic networks or databases, including one or more distributed electronic networks or databases, shall be valid and admissible in evidence and shall be accepted for all other purposes, to the same extent as an original paper record of the same information would have been, if the paper form accurately portrays the record.
History:
L. 1972, ch. 52, § 67; L. 2004, ch. 143, § 39; L. 2016, ch. 110, § 57; L. 2023, ch. 66, § 25; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 65 - Meetings, Elections, Voting And Notices › 17-6516 Appointment of custodian or receiver of corporation on deadlock or for other cause; powers of custodian.

17-6516. Appointment of custodian or receiver of corporation on deadlock or for other cause; powers of custodian.
(a) The district court, upon application of any stockholder, may appoint one or more persons to be custodians and, if the corporation is insolvent, to be receivers, of and for any corporation when:
(1) At any meeting held for the election of directors the stockholders are so divided that they have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors;
(2) the business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the stockholders are unable to terminate this division; or
(3) the corporation has abandoned its business and has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets.
(b) A custodian appointed under this section shall have all the powers and title of a receiver appointed under K.S.A. 17-6901, and amendments thereto, but the authority of the custodian is to continue the business of the corporation and not to liquidate its affairs and distribute its assets, except when the court shall otherwise order and except in cases arising under subsection (a)(3) or K.S.A. 17-7212(a)(2), and amendments thereto.
(c) In the case of a charitable nonstock corporation, the applicant shall provide a copy of any application referred to in subsection (a) to the attorney general of the state of Kansas within one week of its filing with the district court.
History:
L. 1972, ch. 52, § 69; L. 2016, ch. 110, § 59; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 65 - Meetings, Elections, Voting And Notices › 17-6517 Powers of district court in certain proceedings; punishment for disobedience of orders.

17-6517. Powers of district court in certain proceedings; punishment for disobedience of orders.
(a) The district court, in any proceeding instituted under K.S.A. 17-6501, 17-6505 or 17-6515, and amendments thereto, may determine the right and power of persons claiming to own stock to vote at any meeting of the stockholders.
(b) The court may: (1) Appoint a master to hold any election provided for in K.S.A. 17-6501, 17-6505 or 17-6515, and amendments thereto, under such orders and powers as it deems proper; (2) punish any officer or director for contempt in case of disobedience of any order made by the court; and (3) in case of disobedience by a corporation of any order made by the court, may enter a decree against such corporation for a penalty of not more than $5,000.
History:
L. 1972, ch. 52, § 70; L. 1973, ch. 100, § 4; L. 2004, ch. 143, § 41; L. 2016, ch. 110, § 60; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 65 - Meetings, Elections, Voting And Notices › 17-6519 Waiver of notice.

17-6519.
Waiver of notice.
Whenever notice is required to be given under any provision of this act or the articles of incorporation or bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the articles of incorporation or the bylaws.
History: L. 1972, ch. 52, § 72; L. 2004, ch. 143, § 43; January 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 65 - Meetings, Elections, Voting And Notices › 17-6520 Exceptions to notice requirements.

17-6520. Exceptions to notice requirements.
(a) Whenever notice is required to be given, under any provision of this act or of the articles of incorporation or bylaws of any corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that is taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this act, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.
(b) Whenever notice is required to be given, under any provision of this act or the articles of incorporation or bylaws of any corporation, to any stockholder or, if the corporation is a nonstock corporation, to any member, to whom (1) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (2) all, and at least two payments, if sent by first class mail, of dividends or interest on securities during a 12-month period, have been mailed addressed to such person at such person's postal address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting that is taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth such person's then current postal address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this chapter, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this subsection.
(c) The exception in subsection (b)(1) to the requirement that notice be given shall not be applicable to:
(1) Any notice returned as undeliverable if the notice was given by electronic transmission; or
(2) any stockholder or member whose electronic mail address appears on the records of the corporation and to whom notice by electronic transmission is not prohibited by K.S.A. 17-6522, and amendments thereto.
History:
L. 1972, ch. 52, § 73; L. 1988, ch. 99, § 33; Revived and amended, L. 1988, ch. 100, § 33; L. 2004, ch. 143, § 44; L. 2023, ch. 66, § 27; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 65 - Meetings, Elections, Voting And Notices › 17-6523 Notice to stockholders sharing an address, effect; objection; limitations.

17-6523. Notice to stockholders sharing an address, effect; objection; limitations.
(a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this chapter, the articles of incorporation or the bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation.
(b) Any stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice permitted under subsection (a), shall be deemed to have consented to receiving such single written notice.
(c) This section shall not apply to K.S.A. 17-6414, 17-6906, 17-7001, and 17-7002, and amendments thereto.
History:
L. 2004, ch. 143, § 92; L. 2016, ch. 110, § 64; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 66 - Amendment Of Articles Of Incorporation; Change In Capital Or Capital Stock › 17-6601 Amendment of articles of incorporation prior to receipt of any payment for stock; amendment of articles by nonstock corporation.

17-6601. Amendment of articles of incorporation prior to receipt of any payment for stock; amendment of articles by nonstock corporation.
(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 incorporation 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, or that the corporation has no members, as applicable, and that the amendment has been duly adopted in accordance with the provisions of this section shall be executed and filed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto. Upon the effectiveness of 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 amendment shall be effective from the filing date.
(c) This section shall apply to a nonstock corporation before such corporation has any members, except that all references to directors shall be deemed to be references to members of the governing body of the corporation.
History:
L. 1972, ch. 52, § 74; L. 1988, ch. 99, § 34; Revived and amended, L. 1988, ch. 100, § 34; L. 1999, ch. 39, § 11; L. 2000, ch. 39, § 24; L. 2015, ch. 65, § 1; L. 2016, ch. 110, § 65; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 66 - Amendment Of Articles Of Incorporation; Change In Capital Or Capital Stock › 17-6603 Retirement of shares of capital stock; status of authorized or unissued shares; reissuance prohibited by articles of incorporation.

17-6603. Retirement of shares of capital stock; status of authorized or unissued shares; reissuance prohibited by articles of incorporation.
(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 reissuance 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 and filed and shall become effective in accordance with K.S.A. 17-7908 through 17-7911, 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 authorized 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 connection with the retirement of shares, the reduction of capital shall be effected pursuant to K.S.A. 17-6604, and amendments thereto.
History:
L. 1972, ch. 52, § 76; L. 1986, ch. 399, § 9; L. 1988, ch. 99, § 36; Revived and amended, L. 1988, ch. 100, § 36; L. 2000, ch. 39, § 26; L. 2016, ch. 110, § 67; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 66 - Amendment Of Articles Of Incorporation; Change In Capital Or Capital Stock › 17-6604 Reduction of capital.

17-6604.
Reduction of capital.
(a) A corporation, by resolution of its board of directors, may reduce its capital in any of the following ways by:
(1) Reducing or eliminating the capital represented by shares of capital stock which have been retired;
(2) applying to an otherwise authorized purchase or redemption of outstanding shares of its capital stock some or all of the capital represented by the shares being purchased or redeemed, or any capital that has not been allocated to any particular class of its capital stock;
(3) applying to an otherwise authorized conversion or exchange of outstanding shares of its capital stock some or all of the capital represented by the shares being converted or exchanged, or some or all of any capital that has not been allocated to any particular class of its capital stock, or both, to the extent that such capital in the aggregate exceeds the total aggregate par value or the stated capital of any previously unissued shares issuable upon such conversion or exchange; or
(4) transferring to surplus: (A) Some or all of the capital not represented by any particular class of its capital stock; (B) some or all of the capital represented by issued shares of its par value capital stock, which capital is in excess of the aggregate par value of such shares; or (C) some of the capital represented by issued shares of its capital stock without par value.
(b) Notwithstanding the other provisions of this section, no reduction of capital shall be made or effected unless the assets of the corporation remaining after such reduction shall be sufficient to pay any debts of the corporation for which payment has not been otherwise provided. No reduction of capital shall release any liability of any stockholder whose shares have not been fully paid.
History: L. 1972, ch. 52, § 77; L. 1988, ch. 99, § 37; Revived and amended, L. 1988, ch. 100, § 37; L. 2004, ch. 143, § 47; January 1, 2005.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 67 - Merger Or Consolidation › 17-6710 Issuance of stock, bonds or other indebtedness by corporation surviving or resulting from merger or consolidation.

17-6710. Issuance of stock, bonds or other indebtedness by corporation surviving or resulting from merger or consolidation.
When two or more corporations are merged or consolidated, the corporation surviving or resulting from the merger or consolidation may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make, or obligations it will be required to assume, in order to effect the merger or consolidation. For the purpose of securing the payment of any such bonds and obligations, it shall be lawful for the surviving or resulting corporation to mortgage its corporate franchise, rights, privileges and property, real, personal or mixed. The surviving or resulting corporation may issue certificates of its capital stock or uncertificated stock if authorized to do so and other securities to the stockholders of the constituent corporations in exchange or payment for the original shares, in such amount as shall be necessary in accordance with the terms of the agreement of merger or consolidation in order to effect such merger or consolidation in the manner and on the terms specified in the agreement.
History:
L. 1972, ch. 52, § 88; L. 1973, ch. 100, § 8; L. 1986, ch. 399, § 13; L. 2016, ch. 110, § 76; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 67 - Merger Or Consolidation › 17-6711 Effect of merger or consolidation on pending actions.

17-6711.
Effect of merger or consolidation on pending actions.
Any action or proceeding, whether civil, criminal or administrative, pending by or against any corporation which is a party to a merger or consolidation shall be prosecuted as if such merger or consolidation had not taken place, or the corporation surviving or resulting from such merger or consolidation may be substituted in such action or proceeding.
History:
L. 1972, ch. 52, § 89; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 67 - Merger Or Consolidation › 17-6713 Merger or consolidation in accordance with business entity transactions act.

17-6713.
Merger or consolidation in accordance with business entity transactions act.
(a) A domestic corporation may merge or consolidate with or into any other entity in accordance with the business entity transactions act, K.S.A. 17-78-101 et seq., and amendments thereto.
(b) This section shall be part of and supplemental to the Kansas general corporation code, K.S.A. 17-6001 et seq., and amendments thereto.
History:
L. 2009, ch. 47, § 42; July 1, 2010.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 68 - Dissolution And Disposition Of Corporate Assets › 17-6802 Mortgage or pledge of assets.

17-6802.
Mortgage or pledge of assets.
The authorization or consent of stockholders to the mortgage or pledge of a corporation's property and assets shall not be necessary, except to the extent that the articles of incorporation otherwise provide.
History:
L. 1972, ch. 52, § 92; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 68 - Dissolution And Disposition Of Corporate Assets › 17-6803 Dissolution prior to issuing shares or commencing business; procedure.

17-6803. Dissolution prior to issuing shares or commencing business; procedure.
If a corporation has not issued shares or has not commenced the business for which the corporation was organized, a majority of the incorporators, or, if directors were named in the articles of incorporation or have been elected, a majority of the directors, may surrender all of the corporation's rights and franchises by filing in the office of the secretary of state a certificate, executed by a majority of the incorporators or directors, stating that: (a) No shares of stock have been issued or that the business or activity for which the corporation was organized has not been begun; (b) 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 expenses, has been returned to those entitled thereto; (c) if the corporation has begun business but it has not issued shares, all debts of the corporation have been paid; (d) if the corporation has not begun business but has issued stock certificates, all issued stock certificates, if any, have been surrendered and canceled; and (e) all rights and franchises of the corporation are surrendered. Upon such certificate becoming effective in accordance with K.S.A. 17-7911, and amendments thereto, the corporation shall be dissolved.
History:
L. 1972, ch. 52, § 93; L. 2000, ch. 39, § 36; L. 2016, ch. 110, § 79; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 68 - Dissolution And Disposition Of Corporate Assets › 17-6805 Same; nonstock corporations; procedure.

17-6805. Same; nonstock corporations; procedure.
(a) Whenever it shall be desired to dissolve any nonstock corporation, 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. The following members of a nonstock corporation 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 stockholders of a corporation having capital stock, including dissolution without action of the members of the governing body if all the members of the corporation entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the secretary of state pursuant to K.S.A. 17-6804(d), and amendments thereto: (1) Any members entitled to vote for the election of the members of its governing body and any other members entitled to vote for dissolution under the articles of incorporation or the bylaws of such corporation, except those corporations that are the subject of the next paragraph; or (2) in the case of a nonprofit nonstock corporation, other than a nonprofit dental service corporation organized and operated under the nonprofit dental service corporation act, K.S.A. 40-19a01 et seq., and amendments thereto, any members entitled to vote for the election of the members of its governing body and any other members entitled to vote for dissolution under the articles of incorporation or the bylaws of such corporation voting at the meeting. If there is no member entitled to vote thereon, the dissolution of the corporation 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 nonstock corporation shall conform as nearly as may be to the proceedings prescribed by K.S.A. 17-6804, and amendments thereto, for the dissolution of corporations having capital stock.
(b) If a nonstock corporation has not commenced the business for which the corporation was organized, a majority of the governing 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 by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by K.S.A. 17-6803, and amendments thereto.
History:
L. 1972, ch. 52, § 95; L. 1988, ch. 99, § 47; Revived and amended, L. 1988, ch. 100, § 47; L. 1992, ch. 270, § 21; L. 2000, ch. 39, § 38; L. 2016, ch. 110, § 81; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 68 - Dissolution And Disposition Of Corporate Assets › 17-6805a Dissolution of nonprofit corporation; federal exemption; disposition of corporate assets.

17-6805a. Dissolution of nonprofit corporation; federal exemption; disposition of corporate assets.
Notwithstanding any provision of law or the articles of incorporation, the articles of incorporation of each nonprofit corporation that qualifies otherwise for an exemption under section 501(c)(3) of the internal revenue code of 1986, 26 U.S.C. § 501(c)(3), shall be considered to contain the following provision:
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the internal revenue code of 1986 or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as the court shall determine, which are organized and operated exclusively for such purposes.
History:
L. 1983, ch. 80, § 1; L. 2004, ch. 143, § 59; L. 2016, ch. 110, § 82; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 68 - Dissolution And Disposition Of Corporate Assets › 17-6806 Payment of fees prior to dissolution.

17-6806.
Payment of fees prior to dissolution.
No corporation shall be dissolved under this act until all corporate fees due to or assessable by the state have been paid by the corporation.
History: L. 1972, ch. 52, § 96; L. 1973, ch. 100, § 12; L. 2005, ch. 157, § 9; January 1, 2006.