reglab/statecodes huggingface dataset:
2023 Kansas Statutes › Chapter 17 - Corporations › Article 23 - Development Credit Corporations; Housing Laws › 17-2365 Act controlling; administrative actions.

17-2365.
Act controlling; administrative actions.
The provisions of this act shall be controlling, notwithstanding anything to the contrary contained in any other law of this state, city charter or local ordinance. Any action of a city or the governing body thereof in carrying out the purposes of this act, whether by resolution, ordinance or otherwise, shall be deemed administrative in character, and no public notice or publication need be made with respect to such action taken.
History:
L. 1957, ch. 132, § 29; April 26.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2707 Professional corporation law; definitions.

17-2707. Professional corporation law; definitions.
As used in this act, unless the context clearly indicates that a different meaning is intended:
(a) "Professional corporation" means a corporation organized under this act.
(b) "Professional service" means the type of personal service rendered by a person duly licensed, registered or certified by this state as a member of any of the following professions, each paragraph constituting one type:
(1) A certified public accountant;
(2) an architect;
(3) an attorney-at-law;
(4) a chiropractor;
(5) a dentist;
(6) an engineer;
(7) an optometrist;
(8) an osteopathic physician or surgeon;
(9) a physician, surgeon or doctor of medicine;
(10) a veterinarian;
(11) a podiatrist;
(12) a pharmacist;
(13) a land surveyor;
(14) a licensed psychologist;
(15) a specialist in clinical social work;
(16) a licensed physical therapist;
(17) a landscape architect;
(18) a registered professional nurse;
(19) a real estate broker or salesperson;
(20) a clinical professional counselor;
(21) a geologist;
(22) a clinical psychotherapist;
(23) a clinical marriage and family therapist;
(24) a licensed physician assistant;
(25) a licensed occupational therapist;
(26) a licensed audiologist;
(27) a licensed speech-pathologist; and
(28) a licensed naturopathic doctor.
(c) "Regulating board" means the court, board or state agency that is charged with the licensing, registering or certifying and regulation of the practice of the profession that the professional corporation is organized to render.
(d) "Qualified person" means:
(1) Any natural person licensed, registered or certified to practice the same type of profession that any professional corporation is authorized to practice;
(2) the trustee of a trust that is a qualified trust under section 401(a) of the federal internal revenue code, as in effect on January 1, 2004, or of a contribution plan that is a qualified employee stock ownership plan under section 409A(a) of the federal internal revenue code, as in effect on January 1, 2004;
(3) the trustee of a revocable living trust established by a natural person who is licensed, registered or certified to practice the type of profession that any professional corporation is authorized to practice, if the terms of such trust provide that such natural person is the principal beneficiary and sole trustee of such trust and such trust does not continue to hold title to professional corporation stock following such natural person's death for more than a reasonable period of time necessary to dispose of such stock; or
(4) a healing arts school clinic authorized to perform professional services in accordance with K.S.A. 65-2877a, and amendments thereto.
History:
L. 1965, ch. 157, § 2; L. 1972, ch. 63, § 1; L. 1976, ch. 109, § 1; L. 1980, ch. 242, § 27; L. 1981, ch. 104, § 1; L. 1986, ch. 299, § 1; L. 1991, ch. 79, § 1; L. 1997, ch. 65, § 2; L. 2001, ch. 194, § 1; L. 2003, ch. 128, § 16; L. 2004, ch. 143, § 107; L. 2007, ch. 165, § 1; L. 2010, ch. 126, § 14; L. 2021, ch. 11, § 1; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2708 General corporation law applicable.

17-2708.
General corporation law applicable.
Except as otherwise provided, the Kansas general corporation code contained in K.S.A. 17-6001 et seq., and amendments thereto, shall apply to a professional corporation organized pursuant to this chapter. Any provisions of the professional corporation law of Kansas shall take precedence over any provision of the Kansas general corporation code which conflicts with it. The provisions of the professional corporation law of Kansas shall take precedence over any law which prohibits a corporation from rendering any type of professional service. Any person authorized to form a professional corporation under K.S.A. 17-2701 et seq., and amendments thereto, also may incorporate under the Kansas general corporation code contained in K.S.A. 17-6001 et seq., and amendments thereto, or organize under the Kansas limited liability company act contained in K.S.A. 17-7662 et seq., and amendments thereto, or organize as a limited liability partnership as defined in K.S.A. 56a-101, and amendments thereto.
History: L. 1965, ch. 157, § 3; L. 1989, ch. 78, § 1; L. 1991, ch. 76, § 8; L. 1994, ch. 140, § 4; L. 1998, ch. 93, § 70; L. 1999, ch. 119, § 82; January 1, 2000.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2709 Incorporators; articles of incorporation; regulating boards to issue certificates, fees; application and recording fee.

17-2709.
Incorporators; articles of incorporation; regulating boards to issue certificates, fees; application and recording fee.
(a) One or more natural persons, each of whom is licensed to render the same type of professional service within this state, may incorporate a professional corporation to practice that same type of professional service by filing articles of incorporation with the secretary of state. The articles of incorporation shall set forth as its purpose the type of professional service to be practiced through the professional corporation and shall otherwise meet the requirements of the general corporation code of the state of Kansas. A certificate by the regulating board of the profession involved that each of the incorporators is duly licensed to practice that profession, and that the proposed corporate name has been approved, shall be filed in the office of the secretary of state prior to issuance of the certificate of incorporation. When two or more types of professions are to be rendered by such corporation, as shown in the articles of incorporation, a certificate of each regulatory board shall be required. Whenever an amendment is filed to change the name or purposes of any professional corporation, a certificate of each regulatory board involved shall be required.
(b) Each regulating board is authorized and directed to issue the certificate required herein. Each regulating board may charge and collect a fee not to exceed two dollars ($2) for each person so certified.
(c) At the time of filing its articles of incorporation, every professional corporation shall pay the fees required by subsection (a) of K.S.A. 17-7502.
History:
L. 1965, ch. 157, § 4; L. 1972, ch. 54, § 18; L. 1976, ch. 99, § 2; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2710 Purposes and powers.

17-2710.
Purposes and powers.
A professional corporation may be organized only for the purpose of rendering one type of professional service and service ancillary thereto and shall not engage in any other business, except that a single professional corporation may be organized to and render professional services under any two or more of the types set forth in items (2), (6), (13) and (17) of subsection (b) of K.S.A. 17-2707, and amendments thereto; under any two or more of the types set forth in items (4), (5), (7), (8), (9), (11), (12), (14), (15), (16), (18), (20), (22), (23), (26) or (27) of subsection (b) of K.S.A. 17-2707, and amendments thereto; under any two or more of the types set forth in items (8), (9), (18), (24), (25), (26) and (27) of subsection (b) of K.S.A. 17-2707, and amendments thereto; or under the types set forth in items (16) and (25) of subsection (b) of K.S.A. 17-2707, and amendments thereto, but shall be deemed to have the following purposes, whether or not authorized by its article of incorporation:
(a) To purchase, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in and with, real or personal property, or any interest therein, wherever situated;
(b) to purchase, receive, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares of other interests in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, insurance or annuities in any form, or direct or indirect obligations of the United States or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof;
(c) to pay pensions and establish pension plans, profit-sharing plans, stock bonus plans, stock option plans and other incentive plans for any or all of its directors, officers and employees;
(d) to do all things necessary or incidental to the practice of the profession which the professional corporation is authorized to practice.
History:
L. 1965, ch. 157, § 5; L. 1967, ch. 124, § 1; L. 1970, ch. 91, § 1; L. 1972, ch. 63, § 2; L. 1976, ch. 109, § 2; L. 1981, ch. 104, § 3; L. 1997, ch. 37, § 1; L. 2004, ch. 143, § 108; L. 2006, ch. 121, § 1; L. 2007, ch. 165, § 2; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2711 Corporate name.

17-2711. Corporate name.
The corporate name of a corporation organized and operating hereunder may be any name not contrary to law or the ethics of the profession involved. Such name may include any name set forth in K.S.A. 17-6002, and amendments thereto, but in all cases the corporate name shall end with the word "chartered" or "professional association" or the abbreviation "P.A." or "PA". The abbreviations "P.A." and "PA" shall be considered to be identical.
History:
L. 1965, ch. 157, § 6; L. 1967, ch. 124, § 2; L. 1970, ch. 91, § 2; L. 1978, ch. 80, § 1; L. 2021, ch. 61, § 6; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2712 Shares, who may hold; transfer, how; securities law not applicable.

17-2712.
Shares, who may hold; transfer, how; securities law not applicable.
(a) A professional corporation may issue the shares of its capital stock only to a qualified person. A shareholder may voluntarily transfer their shares in a professional corporation to the corporation or to a qualified person with the prior written consent of the corporation unless the articles of incorporation otherwise provide. No shares may be transferred upon the books of the professional corporation or issued by the professional corporation until there is presented to and filed with the corporation a certificate by the regulating board stating that the person to whom the transfer is to be made or the shares issued is duly licensed to render the same type of professional services as that for which the corporation was organized. No shareholder shall enter into any voting trust agreement, proxy, or any other type of agreement vesting another person, other than another shareholder of the same corporation, with authority to exercise the voting power of any or all of their stock. The issuance or transfer of any shares and any proxy, voting trust or other agreement made in violation of this section shall be null and void. Every certificate of stock issued by a professional corporation shall contain substantially the following provision: "The ownership and transfer of this stock and the rights and obligations of stockholders are subject to the limitations and provisions of the professional corporation law of Kansas."
(b) The Kansas securities law as contained in article 12 of chapter 17 of the Kansas Statutes Annotated shall not be applicable to nor govern any transactions relating to any shares of a professional corporation.
(c) A general partnership, if all partners thereof are authorized to render a professional service permitted by the articles of incorporation of the issuing professional corporation and in which at least one partner is authorized by a licensing authority of this state to render in this state a professional service permitted by the articles of incorporation of the corporation, shall be deemed a qualified person for purposes of this section.
(d) A professional corporation or foreign professional corporation in which at least one shareholder is authorized by a licensing authority of this state to render in this state a professional service permitted by the articles of incorporation of the corporation shall be deemed a qualified person for purposes of this section.
History:
L. 1965, ch. 157, § 7; L. 1989, ch. 78, § 2; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2713 Directors and officers.

17-2713.
Directors and officers.
No person may be a director or officer, other than secretary, of a professional corporation unless he is a shareholder. If the number of shareholders is less than three the number of directors may likewise be less than three, and the officers may be president, treasurer and secretary only, which offices may be combined in one or more persons.
History:
L. 1965, ch. 157, § 8; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2714 Valuation and purchase of shares upon death or disqualification of shareholder; procedure; conversion to a general business corporation, when.

17-2714.
Valuation and purchase of shares upon death or disqualification of shareholder; procedure; conversion to a general business corporation, when.
If the articles of incorporation or bylaws of a corporation subject to this act fail to state a price or method of determining a price at which the corporation or its shareholders may purchase the shares of a deceased shareholder, or a shareholder no longer qualified to own shares in the corporation, then the price for such shares shall be determined by arbitration pursuant to the rules of the American arbitration association. Unless request in writing is made for arbitration as provided in this section within 30 days after the death or disqualification of a shareholder, the fair value shall be determined by a district judge of the district court in which the principal place of business of the professional corporation is located. The election to incorporate under this act shall constitute a full and final waiver of the right of jury trial on all issues in respect to the price and fair value to be paid for such shares. Upon the death or disqualification of the last shareholder qualifying to be shareholder of a professional corporation hereunder, such corporation shall not be dissolved but shall become a general business corporation. The successors in interest to such disqualified or deceased professional shareholder shall have the authority to amend the articles of incorporation to provide that the corporation may function under and be governed by the Kansas general corporation code to collect its accounts receivable, pay its debts, otherwise wind up its affairs or conduct any business or activity which is permitted under the Kansas general corporation code, and the successors in interest of such shareholder also shall have the authority to elect new directors of the corporation.
History:
L. 1965, ch. 157, § 9; L. 1976, ch. 145, § 43; L. 1989, ch. 78, § 3; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2715 Act not to affect professional relationships; liability of employee or shareholder of corporation, extent.

17-2715.
Act not to affect professional relationships; liability of employee or shareholder of corporation, extent.
The professional corporation law of Kansas shall not affect any law, duty, right or privilege arising out of or applicable to the relationship between a person rendering professional services and a person receiving those services, including, but not limited to, liability or privilege arising out of the professional services. All rights and obligations pertaining to communications made to, or information received by any qualified person, or such person's advice thereon, shall be extended to the professional corporation of which such person is a shareholder or employee, and to the corporation's officers and employees. Every individual who renders a professional service as an employee of a professional corporation or a foreign professional corporation shall be liable for any negligent or wrongful act or omission in which such individual personally participates to the same extent as if such individual rendered such service in such individual's individual capacity. An employee or shareholder of a professional corporation or a foreign professional corporation shall not be liable for the conduct, actions or omissions of other employees in which such employee or shareholder did not personally participate unless such employee or shareholder was negligent in appointing or supervising that employee. Except as provided in this section, the liability of an employee or shareholder of a professional corporation or foreign professional corporation in such employer or shareholder's capacity as such shall be no greater in any respect than that of an employee or a shareholder of a corporation organized under the Kansas general corporation code contained in K.S.A. 17-6001 et seq., and amendments thereto.
History:
L. 1965, ch. 157, § 10; L. 1989, ch. 78, § 4; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2716 Authority of professional licensing boards not restricted by this act; additional regulations.

17-2716.
Authority of professional licensing boards not restricted by this act; additional regulations.
Nothing in this chapter restricts or limits in any manner the authority and duty of any regulating board for the licensing of individual persons rendering professional service or the practice of the profession which is within the jurisdiction of the regulating board, notwithstanding that the person is an officer, director, shareholder or employee of a professional corporation and rendering professional service or engaging in the practice of the profession through the professional corporation. Each regulating board shall adopt and enforce, pursuant to law, any additional rules and regulations governing the practice of each profession as are necessary to enforce and comply with this chapter and the law applicable to each profession.
History:
L. 1965, ch. 157, § 11; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2717 Election to function as general corporation; how made.

17-2717.
Election to function as general corporation; how made.
The corporation may elect, at any time, upon the vote of the owners of a majority of the issued and outstanding shares, to amend its articles of incorporation so as to prohibit its continued operation under this chapter and to substitute therefor authority for the said corporation to function as a corporation under the general corporation laws, chapter 17, Kansas Statutes Annotated. If such election is made, a certificate of amendment shall be filed in the office of the secretary of state, setting forth the purposes for which the corporation shall continue in operation, together with any other amendments necessary to comply with the requirements of chapter 17 of the Kansas Statutes Annotated.
History:
L. 1965, ch. 157, § 12; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2718 Business entity information report; contents; report fee.

17-2718. Business entity information report; contents; report fee.
(a) Each professional corporation organized under the laws of this state shall file with the secretary of state a written business entity information report stating the prescribed information concerning the corporation at the close of business on the last day of its tax period next preceding the date of filing, but if any such corporation's tax period is other than the calendar year it shall give notice thereof to the secretary of state prior to December 31 of the year it commences such tax period.
(b) The report shall be filed biennially, as determined by the year that the professional corporation filed its formation documents. A professional corporation that filed formation documents in an even-numbered year shall file a report in each even-numbered year.* A professional corporation that filed formation documents in an odd-numbered year shall file a report in each odd-numbered year. The report shall be filed after the close of the professional corporation's tax period but not later than at the time prescribed by law for filing the corporation's annual Kansas income tax return.
(c) The report shall be made on a form provided by the secretary of state, containing the following information:
(1) The name and postal address for each officer, director and shareholder of the professional corporation;
(2) a statement that each officer, director and shareholder is or is not a qualified person as defined in K.S.A. 17-2707, and amendments thereto, and setting forth the date when any shares of the corporation were no longer owned by a qualified person; and
(3) the location of the principal office, including the building and suite number, street name or rural route number with box number, city, state and zip code.
(d) The report shall be signed by its president, secretary, treasurer or other officer duly authorized so to act, or by any two of its directors, or by an incorporator in the event the corporation's board of directors shall not have been elected. The official title or position of the individual signing the report shall be designated. The fact that an individual's name is signed on such report shall be prima facie evidence that such individual is authorized to sign the report on behalf of the corporation. The report shall be subscribed by the individual as true, under penalty of perjury. Upon request by the regulatory board that licenses the shareholders described in the report, a copy of the report shall be forwarded to the regulatory board.
(e) At the time of filing its business entity information report, each professional corporation shall pay the fee prescribed by K.S.A. 17-7503, and amendments thereto.
History:
L. 1965, ch. 157, § 13; L. 1972, ch. 54, § 19; L. 1973, ch. 90, § 2; L. 1977, ch. 78, § 1; L. 1990, ch. 85, § 1; L. 1991, ch. 76, § 2; L. 1997, ch. 106, § 1; L. 2004, ch. 171, § 17; L. 2005, ch. 157, § 5; L. 2007, ch. 81, § 2; L. 2016, ch. 110, § 12; L. 2021, ch. 61, § 7; L. 2023, ch. 66, § 3; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2719 Same; forfeiture of corporate right, when; trustees, powers.

17-2719.
Same; forfeiture of corporate right, when; trustees, powers.
The certificate of incorporation of any corporation organized under this chapter shall be automatically forfeited as of the last day of December in any year if the corporation fails to file the certificate required under this section, or if the certificate filed reflects that any shares of the corporation have been owned by an unqualified person for more than one year preceding the date of the certificate and that no action as required herein has been timely instituted to fix the fair value of such shares. In the event of any such forfeiture, all the powers, privileges and franchises conferred upon such corporation by its certificate of incorporation shall be subject to rescission, and the secretary of state shall notify the corporation by mail, addressed to its registered office, as disclosed by the records of his office, that its corporate existence and rights in this state have been forfeited and canceled, and the corporation dissolved subject to rescission as provided in chapter 17, Kansas Statutes Annotated. The directors and officers in office when any such forfeiture occurs shall be the trustees of the corporation, shall have full authority to wind up its business and affairs, sell and liquidate its property and assets, pay its debts and obligations and to distribute the net assets among the shareholders. The trustees as such shall have power to sue for and recover the debts and property due to corporation, describing it by its corporate name, and may be sued as such. The trustees shall be jointly and severally responsible to the creditors and shareholders of the corporation to the extent of its property and effects that shall have come into their hands.
History:
L. 1965, ch. 157, § 14; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 27 - Professional Corporations › 17-2720 Certain entities deemed validly incorporated; requirements.

17-2720.
Certain entities deemed validly incorporated; requirements.
Any entity organized prior to July 1, 1981, for the purpose of rendering (1) landscape architect services or (2) landscape architect services and architect, engineer or land surveyor services shall be deemed to be a validly incorporated professional corporation if the entity and the organization of the entity meets all requirements of the professional corporation law of Kansas as amended on July 1, 1981.
History:
L. 1981, ch. 104, § 2; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4602 Purpose.

17-4602.
Purpose.
Cooperative, nonprofit, membership corporations may be organized under this act to conduct or promote any lawful business under the general corporation laws of the state and for the purpose of supplying electric energy and promoting and extending the use thereof.
History:
L. 1941, ch. 185, § 2; L. 1986, ch. 92, § 1; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4603 Definitions.

17-4603.
Definitions.
In this act: (a) "Co-operative" means any corporation organized under this act or which becomes subject to this act in the manner hereinafter provided; and (b) "person" means any natural person, firm, association, corporation business trust, partnership, federal agency, state or political subdivision or agency thereof, or any body politic.
History:
L. 1941, ch. 185, § 3; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4605 Name.

17-4605.
Name.
The name of a cooperative shall include the words "electric" and "cooperative," and the abbreviation "Inc." The name of a cooperative shall be distinct from the name of any other cooperative or corporation organized under the laws of, or authorized to do business in, this state. Only a cooperative or corporation doing business in this state pursuant to this act shall use both the words "electric" and "cooperative" in its name.
History:
L. 1941, ch. 185, § 5; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4606 Incorporators.

17-4606.
Incorporators.
Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner hereinafter provided.
History:
L. 1941, ch. 185, § 6; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4607 Articles of incorporation.

17-4607.
Articles of incorporation.
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 provisions not inconsistent with this act deemed necessary or advisable for the conduct of its business. Such articles shall be signed by each incorporator.
History:
L. 1941, ch. 185, § 7; L. 2000, ch. 39, § 9; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4608 Bylaws.

17-4608.
Bylaws.
The board of trustees shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, merger or consolidation. Thereafter the members shall adopt, amend or repeal the bylaws by the affirmative vote of a majority of those members voting thereon at a meeting of the members. The bylaws shall set forth the rights and duties of members and trustees and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this act or with its articles of incorporation.
History:
L. 1941, ch. 185, § 8; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4609 Members.

17-4609.
Members.
Each incorporator of a cooperative shall be a member thereof, but no other person may become a member thereof unless such other person agrees to use electric energy or other services furnished by the cooperative when they are made available through its facilities. Any member of a cooperative who agrees to use electric energy shall cease to be a member if he does not use electric energy supplied by the cooperative within six months after it is made available to him or if electric energy is not made available to him by the cooperative within two years after he becomes a member, or such lesser period as the bylaws of the cooperative may provide. A husband and wife may hold a joint membership in a cooperative. Membership in a cooperative shall not be transferable, except as provided in the bylaws. The bylaws may prescribe additional qualifications and limitations in respect of membership.
History:
L. 1941, ch. 185, § 9; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4610 Meetings of members.

17-4610.
Meetings of members.
(a) An annual meeting of the members of a cooperative shall be held at such time and place as shall be provided in the bylaws.
(b) Special meetings of the members may be called by the president, by the board of trustees, by any three (3) trustees, or by not less than ten percent (10%) of the members.
(c) Except as otherwise provided in this act, written or printed notice stating the time and place of each meeting of the members and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each member, either personally or by mail, not less than ten (10) days nor more than thirty-five (35) days before the date of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, addressed to the member at his or her address as it appears on the records of the cooperative.
(d) Unless the bylaws prescribe the presence of a greater percentage or number of the members for a quorum, a quorum for the transaction of business at all meetings of the members of a cooperative having not more than one thousand (1,000) members, shall be five percent (5%) of all members, who must be present in person, and of a cooperative having more than one thousand (1,000) members, shall be fifty (50) members, present in person. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting from time to time without further notice.
(e) Each member shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the members.
Voting shall be in person, but, if the bylaws so provide, may also be by proxy or by mail, or both. If the bylaws provide for voting by proxy or by mail, they shall also prescribe the conditions under which voting shall be permitted. No person shall vote as proxy more than three (3) members at any meeting of the members.
History:
L. 1941, ch. 185, § 10; L. 1978, ch. 81, § 2; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4611 Waiver of notice.

17-4611.
Waiver of notice.
Any person entitled to notice of a meeting may waive such notice in writing either before or after such meeting. If any such person shall attend such meeting, such attendance shall constitute a waiver of notice of such meeting, unless such person participates therein solely to object to the transaction of any business because the meeting has not been legally called or convened.
History:
L. 1941, ch. 185, § 11; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4612 Board of trustees; compensation, when; terms; quorum.

17-4612.
Board of trustees; compensation, when; terms; quorum.
(a) The business of a cooperative shall be managed by a board of not less than five (5) trustees, each of whom shall be a member of the cooperative. The bylaws shall prescribe the number of trustees, their qualifications, other than those prescribed in this act, the manner of holding meetings of the board of trustees and of electing successors to trustees who shall resign, die, or otherwise be incapable of acting. The bylaws may also provide for the removal of trustees from office and for the election of their successors. Trustees shall not receive any salaries for their services as trustees and except in emergencies, shall not be employed by the cooperative in any capacity involving compensation without the approval of the members. The bylaws may, however, provide that a fixed fee and expenses of attendance may be allowed to each trustee for attendance at each meeting of the board of trustees and for other functions duly authorized for and on behalf of the cooperative.
(b) The trustees of a cooperative named in any articles of incorporation, consolidation, merger or conversion, shall hold office until the next annual meeting of the members and until their successors are elected and qualify. At each annual meeting or, in case of failure to hold the annual meeting as specified in the bylaws, at a special meeting called for that purpose, the members shall elect trustees to hold office until the next annual meeting of the members, except as otherwise provided in this act. Each trustee shall hold office for the term for which elected and until a successor is elected and qualifies.
(c) Instead of electing all the trustees annually, the bylaws may provide that half of them, or a number as near thereto as possible, shall be elected to serve until the next annual meeting of the members and that the remaining trustees shall be elected to serve until the second succeeding annual meeting. Thereafter, as trustees' terms expire, the members shall elect their successors to serve until the second succeeding annual meeting after their election.
(d) Instead of electing the trustees in the manner as provided in subsections (b) or (c) of this section, the bylaws may provide that the members shall be elected at such annual meetings to serve for terms of three (3) years, except that the terms of the first trustees elected pursuant to this subsection may be fixed in said bylaws for a number of years not exceeding three (3), and upon the expiration thereof all members thereafter to be elected for terms of three (3) years.
(e) A majority of the board of trustees shall constitute a quorum.
(f) If a husband and wife hold a joint membership in a cooperative, either one, but not both, may be elected a trustee.
History:
L. 1941, ch. 185, § 12; L. 1959, ch. 121, § 1; L. 1978, ch. 81, § 3; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4613 Districts.

17-4613.
Districts.
The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of trustees and the election and functioning of district delegates. In such case the bylaws shall prescribe the boundaries of the district, or the manner of establishing such boundaries, and the manner of changing such boundaries and the manner in which such districts shall function. No member at any district meeting and no district delegate at any meeting shall vote by proxy or by mail.
History:
L. 1941, ch. 185, § 13; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4614 Officers; election; agents and employees; removal.

17-4614.
Officers; election; agents and employees; removal.
The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer, who shall be elected annually by and from the board of trustees. When a person holding any such office ceases to be a trustee he shall cease to hold such office. The offices of secretary and of treasurer may be held by the same person. The board of trustees may also elect or appoint such other officers, agents, or employees as it deems necessary or advisable and shall prescribe their powers and duties. Any officer may be removed from office and his successor elected in the manner prescribed in the bylaws.
History:
L. 1941, ch. 185, § 14; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4615 Amendment of articles of incorporation.

17-4615.
Amendment of articles of incorporation.
A cooperative may amend its articles of incorporation in any manner not inconsistent with this act by complying with the following requirements: The proposed amendment shall be presented to a meeting of the members, the notice of which shall set forth or have attached the proposed amendment. If the proposed amendment, with any changes, is approved by the affirmative vote of not less than 2/3 of those members voting at such meeting, articles of amendment shall be executed on behalf of the cooperative by its president or vice-president 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.
History:
L. 1941, ch. 185, § 15; L. 2000, ch. 39, § 10; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4616 Change of location of principal office.

17-4616.
Change of location of principal office.
A cooperative, 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 by its president or vice-president and attested by its secretary, in the office of the secretary of state.
History:
L. 1941, ch. 185, § 16; L. 2000, ch. 39, § 11; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4617 Consolidation.

17-4617.
Consolidation.
(a) Any two or more cooperatives may consolidate into a new cooperative by complying with the following requirements:
(1) The proposition for the consolidation of the consolidating cooperatives 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 proposed articles of consolidation; and
(2) if the proposed consolidation and the proposed articles of consolidation, 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 on behalf of each consolidating cooperative by its president or vice-president and attested by its secretary.
(b) Voting on the proposed articles of consolidation shall be in accordance 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 consolidation;
(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 articles were duly complied with by such cooperative.
History:
L. 1941, ch. 185, § 17; L. 1989, ch. 79, § 1; L. 2000, ch. 39, § 12; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4618 Merger.

17-4618.
Merger.
(a) Any one or more cooperatives may merge into another cooperative 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 submitted 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, articles of merger in the form approved shall be executed on behalf of each such cooperative by its president or vice-president 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 principal office;
(3) a statement that each merging cooperative and the surviving cooperative agree to the merger;
(4) the names and addresses of the trustees of the surviving cooperative; 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 cooperative.
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 complied with by such cooperative.
History:
L. 1941, ch. 185, § 18; L. 1989, ch. 79, § 2; L. 2000, ch. 39, § 13; July 1.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4619 Effect of consolidation or merger.

17-4619.
Effect of consolidation or merger.
(a) In the case of a consolidation the existence of the consolidating cooperatives shall cease and the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in case of a merger the separate existence of the merging cooperatives shall cease and the articles of incorporation of the surviving cooperatives shall be amended to the extent, if any, that changes therein are necessary in the articles of merger;
(b) all the rights, privileges, immunities and franchises and all property, real and personal, including applications for membership, all debts due on whatever account and all other choses in action, of each of the consolidating or merging cooperatives shall be deemed to be transferred to and vested in the new or surviving cooperative without further act or deed;
(c) the new or surviving cooperative shall be responsible and liable for all the liabilities and obligations of each of the consolidating or merging cooperatives and any claim existing or action or proceeding pending by or against any of the consolidating or merging cooperatives may be prosecuted as if the consolidation or merger had not taken place, but the new or surviving cooperative may be substituted in its place; and
(d) neither the rights of creditors nor any liens upon the property of any such cooperatives shall be impaired by such consolidation or merger.
History:
L. 1941, ch. 185, § 19; June 30.
2023 Kansas Statutes › Chapter 17 - Corporations › Article 46 - Electric Cooperative, Nonprofit, Membership Corporations › 17-4622 Filing of articles; fees.

17-4622.
Filing of articles; fees.
Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, when executed and accompanied 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 the secretary's office. If the secretary of state finds that the articles presented conform to the requirements of this act, the secretary, upon the payment of the fees as provided in this act, shall file such articles in the records of the secretary's office. Upon such filing the incorporation, amendment, consolidation, merger, conversion, or dissolution provided for in this section shall be in effect. The provisions of this section shall also apply to certificates of election to dissolve and affidavits executed in connection with such certificates of election to dissolve pursuant to subsection (b) of K.S.A. 17-4621, and amendments thereto.
History:
L. 1941, ch. 185, § 22; L. 2000, ch. 39, § 15; July 1.