2/3 of
the voting members or voting stockholders present and voting at an an-
nual meeting of the association or a special meeting called for the purpose
of voting on the amendment and upon written notice sent by first-class
mail to every member or voting stockholder at such member's or voting
stockholder's last known post-office address at least 10 days prior to such
meeting. Amendments to the charter when so adopted shall be executed,
acknowledged, and filed and recorded and become effective in accord-
ance with the provisions of the general corporation code.
Sec. 4. K.S.A. 17-2034 is hereby amended to read as follows: 17-
2034. Subject to the provisions hereinafter set forth in of K.S.A. 17-2035
and amendments thereto, the powers and authority of any business trust
authorized under this act to transact business in this state shall be as
specified in the instrument by which it was created, as amended, which
and any amendments thereto. Except as otherwise provided, such instru-
ment shall be construed and interpreted in accordance with the common
law applicable to business trusts: Provided, however, That. No business
trust shall possess any power which would violate the public policy of this
state or be authorized to engage in any business which a private corpo-
ration for profit organized under the laws of this state may not legally
transact. Subject to the foregoing limitations on power and authority, any
person dealing with a business trust authorized under this act to transact
business in this state shall be bound by the terms and conditions of the
instrument by which the trust was created and by any amendments
thereto which have been filed and recorded in compliance with K.S.A.
17-2033 and amendments thereto.
Sec. 5. K.S.A. 17-2201 is hereby amended to read as follows: 17-
2201. (a) Any seven persons, residents of the state of Kansas, may apply
to the administrator of the credit union department for permission to
organize a credit union by signing and acknowledging in duplicate a cer-
tificate of organization and entering into articles of incorporation, in
which they shall bind themselves to comply with its requirements and
with all the laws, rules and regulations applicable to credit unions. The
articles of incorporation shall set forth:
(1) The name of the proposed credit union which shall contain the
words ``credit union'' and shall not be the same as that of any other credit
union in this state.
(2) The names and addresses of the subscribers to the articles of
incorporation, and the number of shares subscribed by each.
(3) A statement that organization as a credit union is desired under
this particular law, the par value of the shares and the manner in which
the par value of shares may be changed from time to time.
(4) The address, which shall include the street, number, city and
county of the corporation's registered office in this state and the name of
its resident agent at such address.
(b) At the time of filing the articles of incorporation with the admin-
istrator, the organizers shall submit, in duplicate, sets of bylaws with ack-
nowledgment of their adoption by the organizers which shall provide:
(1) The date of the first annual meeting, the manner in which sub-
sequent annual meeting dates shall be determined, the manner of noti-
fication of meetings and conducting the same, the number of members
constituting a quorum and regulations as to voting.
(2) The number of directors (, which shall not be less than five), all
of whom must be members, their powers and duties, together with the
duties of officers elected by the board of directors.
(3) The qualifications for membership.
(4) The number of members of the credit committee and of the su-
pervisory committee (,which shall not be less than three each), together
with their respective powers and duties.
(5) The conditions under which shares may be issued.
(c) The administrator shall approve the articles of incorporation if
they are in conformity with this act and the bylaws, if satisfied that the
proposed field of operation is favorable to the success of such credit un-
ion, and that the standing of the proposed organizers is such as to give
assurance that its affairs will be properly administered. The administrator
shall thereupon issue to the proposed organizers a certificate of approval
annexed to the duplicate of the articles of incorporation and of the bylaws.
The articles of incorporation, with the certificate of approval annexed,
shall be executed, acknowledged, and filed, recorded and become effec-
tive in the manner prescribed in the general corporation code. The copy
of the articles of incorporation filed with the secretary of state shall be
accompanied by the fee prescribed by K.S.A. 17-7502 and amendments
thereto. The articles of incorporation of any credit union heretofore ap-
proved as provided in this section by the secretary of state in the same
manner as other domestic corporations are hereby approved whether or
not acted upon by the charter board.
Sec. 6. K.S.A. 17-6001 is hereby amended to read as follows: 17-
6001. (a) Any person, partnership, association or corporation, singly or
jointly with others, and without regard to his or their residence, domicile
or state of incorporation, may incorporate or organize a corporation under
this act by filing with the secretary of state articles of incorporation which
shall be executed, acknowledged, and filed and recorded in accordance
with K.S.A. 17-6003, and any amendments thereto.
(b) Except as otherwise provided by law, a corporation may be in-
corporated or organized under this act to conduct or promote any lawful
business or purposes, except as otherwise provided by the constitution or
other law of this state.
(c) Corporations subject to special statutory regulation may be or-
ganized under this act if required by or otherwise consistent with such
other statutory regulation, but such corporations shall be subject to the
special provisions and requirements applicable to such corporations.
Where the provisions and requirements of this act are not inconsistent,
they shall be construed as supplemental to such other statutes and not in
derogation or limitation thereof, and such corporations shall be governed
thereby. Subject to the foregoing provisions of this subsection, any cor-
poration organized under the laws of this state or authorized to do busi-
ness in this state shall be governed by the applicable provisions of this
code.
Sec. 7. K.S.A. 1998 Supp. 17-6003 is hereby amended to read as
follows: 17-6003. (a) Whenever any provision of this act requires any
instrument to be filed with the secretary of state or in accordance with
this section or act, such instrument shall be executed as follows:
(1) The articles of incorporation shall be signed by the incorporator
or incorporators, and any other instrument to be filed before the election
of the initial board of directors, if the initial directors were not named in
the articles of incorporation, shall be signed by the incorporator or in-
corporators; and
(2) all other instruments shall be signed: (i) By the chairperson or
vice-chairperson of the board of directors, or by the president or a vice-
president, and attested by the secretary or an assistant secretary, or by
such officers as may be duly authorized to exercise the duties, respec-
tively, ordinarily exercised by the president or vice-president and by the
secretary or assistant secretary of a corporation; (ii) if it appears from the
instrument that there are no such officers, by a majority of the directors
or by such directors as may be designated by the board; (iii) if it appears
from the instrument that there are no such officers or directors, by the
holders of record, or such of them as may be designated by the holders
of record, of a majority of all outstanding shares of stock; or (iv) by the
holders of record of all outstanding shares of stock.
(b) Whenever any provision of this act requires any instrument to be
acknowledged, such requirement means that the instrument was ac-
knowledged in accordance with the uniform law on notarial acts.
(c) Whenever any provision of this act requires any instrument to be
filed with the secretary of state or in accordance with this section or act,
such requirement means that:
(1) The original signed instrument, together with a duplicate copy
which may be either a signed or conformed copy, shall be delivered to
the office of the secretary of state;
(2) all taxes and fees authorized by law to be collected by the secretary
of state in connection with the filing of the instrument shall be tendered
to the secretary of state;
(3) upon delivery of the instrument, and upon tender of the required
taxes and fees, the secretary of state shall certify that the instrument has
been filed in the office of secretary of state by endorsing upon the original
signed instrument the word ``Filed'' and the date and hour of its filing.
This endorsement is the ``filing date'' of the instrument and is conclusive
of the date and time of its filing in the absence of actual fraud. The
secretary of state shall thereupon file and index the endorsed instrument;
and
(4) the secretary of state shall compare the duplicate copy with the
original signed instrument, and if the secretary of state finds that they are
identical, the secretary of state shall certify the duplicate copy by making
upon it the same endorsement which is required to appear upon the
original, together with a further endorsement that the duplicate copy is
a true copy of the original signed instrument.
(d) Any instrument filed in accordance with subsection (c) shall be
effective upon its filing date. Except where it has been determined oth-
erwise by a court of competent jurisdiction, any instrument filed in ac-
cordance with subsections (c)(1) through (c)(4) prior to July 1, 1998, shall
be deemed to be effective on the date it was so filed, unless a different
effective date was specified for the instrument in accordance with this
subsection, and the recording of such instrument with a register of deeds
shall not be required in order for the instrument to take effect. Any
instrument may provide that it is not to become effective until a specified
date subsequent to its filing date, but such date shall not be later than 90
days after its filing date.
(e) If another section of this act or any other law of this state specif-
ically prescribes a manner of executing, acknowledging, or filing or re-
cording a specified instrument or a time when such instrument shall be-
come effective, which differs from the corresponding provisions of this
section, then the provisions of such other section shall govern.
(f) Whenever any instrument authorized to be filed with the secretary
of state under any provision of this act has been so filed and is an inac-
curate record of the corporate action therein referred to, or was defec-
tively or erroneously executed, sealed or acknowledged, such instrument
may be corrected by filing with the secretary of state a certificate of
correction of such instrument which shall be executed, acknowledged,
filed and recorded in accordance with this section. The certificate of cor-
rection shall specify the inaccuracy or defect to be corrected and shall set
forth the portion of the instrument in corrected form. The corrected
instrument shall be effective as of the date the original instrument was
filed, except as to those persons who are substantially and adversely af-
fected by the correction and as to those persons, the corrected instrument
shall be effective from the filing date.
(g) Whenever any corporation conveys any lands or interests therein
by deed or other appropriate instrument of conveyance, such deed or
instrument shall be executed on behalf of the corporation by the presi-
dent, vice-president or presiding member or trustee of the corporation.
Such deed or instrument, when acknowledged by such officer to be the
act of the corporation, or proved in the same manner provided for other
conveyances of lands, may be recorded in the same manner and with the
same effect as other deeds. Corporations likewise shall have power to
convey by an agent or attorney so authorized under letter of attorney or
other instrument containing a power to convey real estate or any interest
therein, which power of attorney shall be executed by the corporation in
the same manner as herein provided for the execution of deeds or other
instruments of conveyance.
Sec. 8. K.S.A. 17-6203 is hereby amended to read as follows: 17-
6203. (a) Any corporation, by resolution of its the board of directors of
such corporation, may change the location of its registered office in this
state to any other place in this state. By like resolution, and the resident
agent of a corporation may be changed to any other person or corporation,
including itself in the case of a domestic corporation. The resolution shall
state the location of the registered office and the resident agent's name
as prescribed by subsection (a)(2) of K.S.A. 17-6002 and amendments
thereto. Upon the adoption of such a resolution, a certificate certifying
the change shall be executed, acknowledged and filed in accordance with
K.S.A. 17-6003; and a certified copy shall be recorded in the office of the
register of deeds for the county in which the new office is located; and if
such new office is located in a county other than that in which the former
office was located, a certified copy of such certificate shall also be re-
corded in the office of the register of deeds for the county in which such
former office was located and amendments thereto.
(b) If a foreign or domestic corporation's resident agent shall die or
remove from dies or leaves this state, such corporation shall designate
and certify to the secretary of state the name of another resident agent
in the manner provided in subsection (a) within thirty (30) 30 days of
such death or removal when the resident agent left. If no new resident
agent shall have has been designated in the time and manner aforesaid
as provided in this subsection, service of legal process on such corporation
may be made as prescribed by K.S.A. 60-304 and amendments thereto.
If any corporation shall fail fails to designate a new resident agent as
required by this subsection, the secretary of state after giving thirty (30)
30 days' notice of the intended action may declare the corporation's ex-
istence forfeited, or, in the case of a foreign corporation, said the secretary
may declare the corporation's authority to do business in this state for-
feited.
Sec. 9. K.S.A. 1998 Supp. 17-6205 is hereby amended to read as
follows: 17-6205. The resident agent of one or more corporations may
resign and appoint a successor resident agent by filing in duplicate a
certificate with the secretary of state, stating the name and address of the
successor agent, in accordance with subsection (a)(2) of K.S.A. 17-6002
and amendments thereto. There shall be attached to such certificate a
statement of each affected corporation ratifying and approving such
change of resident agent. Each such statement shall be executed and
acknowledged in accordance with K.S.A. 17-6003 and amendments
thereto. Upon such filing, the successor resident agent shall become the
resident agent of such corporations as have ratified and approved such
substitution and the successor resident agent's address, as stated in such
certificate, shall become the address of each such corporation's registered
office in this state. The secretary of state shall then issue his certificate
that the successor resident agent has become the resident agent of the
corporations so ratifying and approving such change, and setting out the
names of such corporations. The certificate of the secretary of state shall
be recorded filed in accordance with K.S.A. 17-6003 and amendments
thereto, and the register of deeds shall forthwith make a note of the
change of registered office and resident agent on the margin of the record
of the articles of incorporation of those corporations which have ratified
and approved such change.
Sec. 10. K.S.A. 17-6401 is hereby amended to read as follows: 17-
6401. (a) Every corporation, whether or not organized for profit, may
issue one or more classes of stock or one or more series of stock within
any class thereof, any or all of which classes may be of stock with par
value or stock without par value and which classes or series may have
such voting powers, full or limited, or no voting powers, and such des-
ignations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the articles of incorporation or of any amendment
thereto, or in the resolution or resolutions providing for the issue of such
stock adopted by the board of directors pursuant to authority expressly
vested in it by the provisions of its articles of incorporation. Any of the
voting powers, designations, preferences, rights and qualifications, limi-
tations or restrictions of any such class or series of stock may be made
dependent upon facts ascertainable outside the articles of incorporation
or of any amendment thereto, or outside the resolution or resolutions
providing for the issue of such stock adopted by the board of directors
pursuant to authority expressly vested in it by the provisions of its articles
of incorporation, provided that the manner in which such facts shall op-
erate upon the voting powers, designations, preferences, rights and qual-
ifications, limitations or restrictions of such class or series of stock is
clearly and expressly set forth in the articles of incorporation or in the
resolution or resolutions providing for the issue of such stock adopted by
the board of directors. The power to increase or decrease or otherwise
adjust the capital stock as provided in this act shall apply to all or any such
classes of stock.
(b) The stock of any class or series may be made subject to redemp-
tion by the corporation at its option or at the option of the holders of
such stock or upon the happening of a specified event, except that at the
time of such redemption the corporation shall have outstanding shares of
at least one class or series of stock with full voting powers which shall not
be subject to redemption. Notwithstanding the foregoing limitation:
(1) Any stock of a regulated investment company registered under
the investment company act of 1940 (15 U.S.C. § § 80a-1 et seq.), and
amendments thereto, may be made subject to redemption by the cor-
poration at its option or at the option of the holders of such stock; and
(2) any stock of a corporation which holds directly or indirectly a
license or franchise from a governmental agency to conduct its business
or is a member of a national securities exchange, which license, franchise
or membership is conditioned upon some or all of the holders of its stock
possessing prescribed qualifications, may be made subject to redemption
by the corporation to the extent necessary to prevent the loss of such
license, franchise or membership or to reinstate it.
Any stock which may be made redeemable under this section may be
redeemed for cash, property or rights, including securities of the same or
another corporation, at such time or times, price or prices, or rate or
rates, and with such adjustments, as shall be stated in the articles of
incorporation or in the resolution or resolutions providing for the issue
of such stock adopted by the board of directors pursuant to subsection
(a).
(c) The holders of preferred or special stock of any class or of any
series thereof shall be entitled to receive dividends at such rates, on such
conditions and at such times as shall be stated in the articles of incorpo-
ration or in the resolution or resolutions providing for the issue of such
stock adopted by the board of directors as hereinabove provided, payable
in preference to, or in such relation to, the dividends payable on any other
class or classes or of any other series of stock, and cumulative or noncu-
mulative as shall be so stated and expressed. When dividends upon the
preferred and special stocks, if any, to the extent of the preference to
which such stocks are entitled, shall have been paid or declared and set
apart for payment, a dividend on the remaining class or classes or series
of stock may then be paid out of the remaining assets of the corporation
available for dividends as elsewhere in this act provided.
(d) The holders of the preferred or special stock of any class or of
any series thereof shall be entitled to such rights upon the dissolution of,
or upon any distribution of the assets of, the corporation as shall be stated
in the articles of incorporation or in the resolution or resolutions providing
for the issue of such stock adopted by the board of directors as hereina-
bove provided.
(e) At the option of either the holder or the corporation or upon the
happening of a specified event, any stock of any class or of any series
thereof may be made convertible into or exchangeable for shares of any
other class or classes or any other series of the same or any other class or
classes of stock of the corporation, at such price or prices or at such rate
or rates of exchange and with such adjustments as shall be stated in the
articles of incorporation or in the resolution or resolutions providing for
the issue of such stock adopted by the board of directors as hereinabove
provided.
(f) If any corporation shall be authorized to issue more than one class
of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights shall be set forth in full or sum-
marized on the face or back of the certificate which the corporation shall
issue to represent certificated shares of such class or series of stock. Ex-
cept as otherwise provided in K.S.A. 17-6426, and amendments thereto,
in lieu of the foregoing requirements, there may be set forth on the face
or back of the certificate which the corporation issues to represent such
class or series of stock, a statement that the corporation will furnish with-
out charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights. Within a reasonable time after
the issuance or transfer of uncertificated stock, the corporation shall send
to the registered owner thereof a written notice containing the informa-
tion required to be set forth or stated on certificates pursuant to this
section or K.S.A. 17-6406, subsection (a) of K.S.A. 17-6426 or subsection
(a) of K.S.A. 17-6508, and amendments thereto, or with respect to this
section a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences
and relative participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences or rights, or both. Except as otherwise expressly pro-
vided by law, the rights and obligations of the holders of uncertificated
stock and the rights and obligations of the holders of certificates repre-
senting stock of the same class and series shall be identical.
(g) When any corporation desires to issue any shares of stock of any
class or of any series of any class of which the voting powers, designations,
preferences and relative, participating, optional or other rights, if any, or
the qualifications, limitations or restrictions thereof, if any, shall not have
been set forth in the articles of incorporation or in any amendment
thereto, but shall be provided for in a resolution or resolutions adopted
by the board of directors pursuant to authority expressly vested in it by
the provisions of the articles of incorporation or any amendment thereto,
a certificate of designations setting forth a copy of such resolution or
resolutions and the number of shares of stock of such class or series shall
be executed, acknowledged, and filed and recorded in accordance with
K.S.A. 17-6003, and amendments thereto. Unless otherwise provided in
any such resolution or resolutions, the number of shares of stock of any
such series to which such resolution or resolutions apply may be in-
creased, but not above the total number of authorized shares of the class,
or decreased, but not below the number of shares thereof then outstand-
ing, by a certificate likewise executed, acknowledged, and filed and re-
corded setting forth a statement that a specified increase or decrease
therein had been authorized and directed by a resolution or resolutions
likewise adopted by the board of directors. In case the number of such
shares shall be decreased, the number of shares so specified in the cer-
tificate shall resume the status which they had prior to the adoption of
the first resolution or resolutions. When no share of any such class or
series are outstanding, either because none were issued or because no
issued shares of any such class or series remain outstanding, a certificate
setting forth a resolution or resolutions adopted by the board of directors
that none of the authorized shares of such class or series are outstanding
and that none will be issued may be executed, acknowledged, and filed
and recorded in accordance with K.S.A. 17-6003, and amendments
thereto, and, when such certificate becomes effective, it shall have the
effect of eliminating from the articles of incorporation all reference to
such class or series of stock. Unless otherwise provided in the articles of
incorporation, if no shares of stock have been issued of a class or series
of stock established by a resolution of the board of directors, the voting
powers, designations, preferences and relative, participating, optional or
other rights, if any, or the qualifications, limitations or restrictions thereof,
may be amended by a resolution or resolutions adopted by the board of
directors. A certificate which (1) states that no shares of the class or series
have been issued, (2) sets forth a copy of the resolution or resolutions
and (3) if the designation of the class or series is being changed, indicates
the original designation and the new designation, shall be executed, ac-
knowledged, and filed, recorded and shall become effective in accordance
with K.S.A. 17-6003, and amendments thereto. When any certificate filed
under this subsection becomes effective, it shall have the effect of amend-
ing the articles of incorporation, except that neither the filing of such
certificate nor the filing of restated articles of incorporation pursuant to
K.S.A. 17-6605, and amendments thereto, shall prohibit the board of
directors from subsequently adopting such resolutions as authorized by
this subsection.
Sec. 11. K.S.A. 17-6601 is hereby amended to read as follows: 17-
6601. (a) Before a corporation has received any payment for any of its
stock, it may amend its articles of incorporation at any time or times, in
any and as many respects as may be desired, so long as its articles of
incorporation, as amended, would contain only such provisions as it would
be lawful and proper to insert in an original articles of incorporation filed
at the time of filing the amendment.
(b) The amendment of the articles of incorporation authorized by this
section shall be adopted by a majority of the incorporators, if directors
were not named in the original articles of incorporation or have not yet
been elected, or, if directors were named in the original articles of in-
corporation or have been elected and have qualified, by a majority of the
directors. A certificate setting forth the amendment and certifying that
the corporation has not received any payment for any of its stock and that
the amendment has been duly adopted in accordance with the provisions
of this section shall be executed, acknowledged, and filed and recorded
in accordance with K.S.A. 17-6003, and amendments thereto. Upon such
filing, the corporation's articles of incorporation shall be deemed to be
amended accordingly as of the date on which the original articles of in-
corporation became effective except as to those persons who are sub-
stantially and adversely affected by the amendment and as to those per-
sons the amendment shall be effective from the filing date.
Sec. 12. K.S.A. 17-6602 is hereby amended to read as follows: 17-
6602. (a) After a corporation has received payment for any of its capital
stock, it may amend its articles of incorporation, from time to time, in
any and as many respects as may be desired, so long as its articles of
incorporation, as amended, would contain only such provisions as it would
be lawful and proper to insert in an original articles of incorporation filed
at the time of the filing of the amendment. If a change in stock or the
rights of stockholders, or an exchange, reclassification or cancellation of
stock or rights of stockholders is to be made, the amendment to the
articles of incorporation shall contain such provisions as may be necessary
to effect such change, exchange, reclassification or cancellation. In par-
ticular, and without limitation upon such general power of amendment,
a corporation may amend its articles of incorporation, from time to time,
so as:
(1) To change its corporate name; or
(2) to change, substitute, enlarge or diminish the nature of its busi-
ness or its corporate powers and purposes; or
(3) to increase or decrease its authorized capital stock or to reclassify
the same, by changing the number, par value, designations, preferences,
or relative, participating, optional or other special rights of the shares, or
the qualifications, limitations or restrictions of such rights, or by changing
shares with par value into shares without par value, or shares without par
value into shares with par value either with or without increasing or de-
creasing the number of shares; or
(4) to cancel or otherwise affect the right of the holders of the shares
of any class to receive dividends which have accrued but have not been
declared; or
(5) to create new classes of stock having rights and preferences either
prior and superior or subordinate and inferior to the stock of any class
then authorized, whether issued or unissued; or
(6) to change the period of its duration. Any or all such changes or
alterations may be effected by one certificate of amendment.
(b) Notwithstanding the provisions of subsection (c), the board of
directors of a corporation that is registered or intends to register as an
open-end investment company under the investment company act of
1940, 15 U.S.C. 80a-1 et seq., after the registration takes effect, by res-
olution, may approve the amendment of the articles of incorporation of
the corporation to: (1) Increase or decrease the aggregate number of
shares of stock or the number of shares of any class of stock that the
corporation has authority to issue; or (2) authorize the issuance of an
indefinite number of shares of any such stock, unless a provision has been
included in the charter of the corporation after July 1, 1995, prohibiting
such action by the board of directors without stockholder approval. A
certificate setting forth the amendment and certifying that such amend-
ment has been duly adopted in accordance with the provisions of this
section shall be executed, acknowledged, and filed and recorded, and
shall become effective, in accordance with K.S.A. 17-6003, and amend-
ments thereto. If the board of directors authorizes the issuance of an
indefinite number of shares of any class of stock of the corporation pur-
suant to this subsection, such authorization shall be disclosed wherever
the corporation would otherwise be required by law to disclose the total
number of authorized shares of any such class of stock of the corporation.
(c) Except as provided in subsection (b), every amendment author-
ized by subsection (a) shall be made and effected in the following manner:
(1) If the corporation has capital stock, its board of directors shall
adopt a resolution setting forth the amendment proposed, declaring its
advisability, and either calling a special meeting of the stockholders en-
titled to vote in respect thereof for the consideration of such amendment
or directing that the amendment proposed be considered at the next
annual meeting of the stockholders. Such special or annual meeting shall
be called and held upon notice in accordance with K.S.A. 17-6512, and
amendments thereto. The notice shall set forth such amendment in full
or a brief summary of the changes to be effected thereby, as the directors
shall deem advisable. At the meeting a vote of the stockholders entitled
to vote thereon shall be taken for and against the proposed amendment.
If a majority of the outstanding stock entitled to vote thereon, and a
majority of the outstanding stock of each class entitled to vote thereon as
a class has been voted in favor of the amendment, a certificate setting
forth the amendment and certifying that such amendment has been duly
adopted in accordance with the provisions of this section shall be exe-
cuted, acknowledged, and filed and recorded, and shall become effective,
in accordance with K.S.A. 17-6003, and amendments thereto.
(2) The holders of the outstanding shares of a class shall be entitled
to vote as a class upon a proposed amendment, whether or not entitled
to vote thereon by the provisions of the articles of incorporation, if the
amendment would increase or decrease the aggregate number of au-
thorized shares of such class, increase or decrease the par value of the
shares of such class, or alter or change the powers, preferences or special
rights of the shares of such class so as to affect them adversely. If any
proposed amendment would alter or change the powers, preferences or
special rights of one or more series of any class so as to affect them
adversely, but shall not so affect the entire class, then only the shares of
the series so affected by the amendment shall be considered a separate
class for the purposes of this paragraph. The number of authorized shares
of any such class or classes of stock may be increased or decreased, but
not below the number of shares then outstanding, by the affirmative vote
of the holders of a majority of the stock of the corporation entitled to
vote, if so provided in the original articles of incorporation or in any
amendment thereto which created such class or classes of stock or in any
amendment thereto which was authorized by a resolution or resolutions
adopted by the affirmative vote of the holders of a majority of such class
or classes of stock.
(3) If the corporation has no capital stock, then the governing body
thereof shall adopt a resolution setting forth the amendment proposed
and declaring its advisability. If at a subsequent meeting, held not earlier
than 15 days and not later than 60 days from the meeting at which such
resolution has been passed, a majority of all the members of the governing
body shall vote in favor of such amendment, a certificate thereof shall be
executed, acknowledged, and filed and recorded, and shall become ef-
fective, in accordance with K.S.A. 17-6003, and amendments thereto. The
articles of incorporation of any such corporation without capital stock may
contain a provision requiring any amendment thereto to be approved by
a specified number or percentage of the members or of any specified
class of members of such corporation, in which event only one meeting
of the governing body thereof shall be necessary, and such proposed
amendment shall be submitted to the members or to any specified class
of members of such corporation without capital stock in the same manner,
so far as applicable, as is provided in this section for an amendment to
the articles of incorporation of a stock corporation; and in the event of
the adoption thereof, a certificate evidencing such amendment shall be
executed, acknowledged, and filed and recorded and shall become effec-
tive in accordance with K.S.A. 17-6003, and amendments thereto.
(4) Whenever the articles of incorporation shall require for action by
the board of directors, by the holders of any class or series of shares or
by the holders of any other securities having voting power the vote of a
greater number or proportion than is required by any section of this act,
the provision of the articles of incorporation requiring such greater vote
shall not be altered, amended or repealed except by such greater vote.
(d) The resolution authorizing a proposed amendment to the articles
of incorporation may provide that at any time prior to the filing of the
amendment with the secretary of state, notwithstanding authorization of
the proposed amendment by the stockholders of the corporation or by
the members of a nonstock corporation, the board of directors or gov-
erning body may abandon such proposed amendment without further
action by the stockholders or members.
Sec. 13. K.S.A. 17-6605 is hereby amended to read as follows: 17-
6605. (a) Whenever it is so desired, a corporation may integrate into a
single instrument all of the provisions of its articles of incorporation which
are then in effect and operative as a result of there having theretofore
been filed with the secretary of state one or more certificates or other
instruments pursuant to any of the sections referred to in K.S.A. 17-6004,
and amendments thereto, and it may at the same time also further amend
its articles of incorporation by adopting a restated articles of incorpora-
tion.
(b) If the restated articles of incorporation merely restate and inte-
grate but do not further amend the articles of incorporation, as thereto-
fore amended or supplemented by any instrument that was filed pursuant
to any of the sections mentioned in K.S.A. 17-6004, and amendments
thereto, such restated articles may be adopted by the board of directors
without a vote of the stockholders, or they may be proposed by the di-
rectors and submitted by them to the stockholders for adoption, in which
case the procedure and vote required by K.S.A. 17-6602, and amend-
ments thereto, for amendment of the articles of incorporation shall be
applicable. If the restated articles of incorporation restate and integrate
and also further amend in any respect the articles of incorporation, as
theretofore amended or supplemented, they shall be proposed by the
directors and adopted by the stockholders in the manner and by the vote
prescribed by K.S.A. 17-6602, and amendments thereto, or, if the cor-
poration has not received any payment for any of its stock, in the manner
and by the vote prescribed by K.S.A. 17-6601, and amendments thereto.
(c) Any restated articles of incorporation shall be specifically desig-
nated as such in its heading. They shall state, either in the heading or in
an introductory paragraph, the corporation's present name, and, if it has
been changed, the name under which it was originally incorporated, and
the date of filing of its original articles of incorporation with the secretary
of state. Any restated articles shall also state that they were duly adopted
by the directors or stockholders, as the case may be, in accordance with
the provisions of this section. If they were adopted by the board of di-
rectors without a vote of the stockholders unless it was adopted pursuant
to the provisions of K.S.A. 17-6601, and amendments thereto, they shall
state that they only restate and integrate and do not further amend the
provisions of the corporation's articles of incorporation as theretofore
amended or supplemented, and that there is no discrepancy between
those provisions and the provisions of the restated articles. A restated
articles of incorporation may omit: (1) Such provisions of the original
articles of incorporation which named the incorporator or incorporators,
the initial board of directors, and the original subscribers for shares; and
(2) such provisions contained in any amendment to the articles of incor-
poration as were necessary to effect a change, exchange, reclassification
or cancellation of stock if such change, exchange, reclassification or can-
cellation has become effective. Any such omissions shall not be deemed
a further amendment.
(d) Any restated articles of incorporation shall be executed, acknowl-
edged, and filed and recorded in accordance with K.S.A. 17-6003, and
amendments thereto. Upon filing with the secretary of state, the corpo-
ration's original articles of incorporation, as theretofore amended or sup-
plemented, shall be superseded; and thenceforth the restated articles,
including any further amendments or changes made thereby, shall be the
articles of incorporation of the corporation, but the original date of in-
corporation shall remain unchanged.
(e) Any amendment or change effected in connection with the re-
statement and integration of the articles of incorporation shall be subject
to any other provisions of this act, not inconsistent with this section, which
would apply if a separate certificate of amendment were filed to effect
such amendment or change.
Sec. 14. K.S.A. 17-6706 is hereby amended to read as follows: 17-
6706. (a) Any one or more nonstock corporations of this state may merge
or consolidate with one or more other nonstock corporations of any other
state or states of the United States or of the District of Columbia, if the
laws of such other jurisdiction permit a corporation of such jurisdiction
to merge with a corporation of another jurisdiction. The constituent cor-
porations may merge into a single corporation, which may be any one of
the constituent corporations, or they may consolidate into a new nonstock
corporation formed by the consolidation, which may be a corporation of
the state of incorporation of any one of the constituent corporations, pur-
suant to an agreement of merger or consolidation, as the case may be,
complying and approved in accordance with this section. In addition, any
one or more nonstock corporations organized under the laws of any ju-
risdiction other than one of the United States may merge or consolidate
with one or more nonstock corporations of this state if the surviving or
resulting corporation will be a corporation of this state, and if the laws
under which the other corporation or corporations are formed permit a
corporation of such jurisdiction to merge with a corporation of another
jurisdiction.
(b) All the constituent corporations shall enter into an agreement of
merger or consolidation. The agreement shall state: (1) The terms and
conditions of the merger or consolidation; (2) the mode of carrying the
same into effect; (3) the manner of converting the memberships of each
of the constituent corporations into memberships of the corporation sur-
viving or resulting from such merger or consolidation; (4) such other
details and provisions as shall be deemed desirable; and (5) such other
provisions or facts as shall then be required to be stated in articles of
incorporation by the laws of the state which are stated in the agreement
to be the laws that shall govern the surviving or resulting corporation and
that can be stated in the case of a merger or consolidation. Any of the
terms of the agreement of merger or consolidation may be made de-
pendent upon facts ascertainable outside of such agreement, if the man-
ner in which such facts shall operate upon the terms of the agreement is
clearly and expressly set forth in the agreement of merger or consolida-
tion.
(c) The agreement shall be adopted, approved, executed and ac-
knowledged by each of the constituent corporations in accordance with
the laws under which it is formed and, in the case of a Kansas corporation,
in the same manner as is provided in K.S.A. 17-6705, and amendments
thereto. The agreement shall be filed and recorded and shall become
effective for all purposes of the laws of this state when and as provided
in K.S.A. 17-6705, and amendments thereto, with respect to the merger
of nonstock corporations of this state. Insofar as they may be applicable,
the provisions set forth in the last sentence of subsection (c) of K.S.A. 17-
6702, and amendments thereto, shall apply to a merger under this section,
and the reference therein to ``stockholder'' shall be deemed to include
``member'' hereunder.
(d) If the corporation surviving or resulting from the merger or con-
solidation is to be governed by the laws of any state other than this state,
it shall agree that it may be served with process in this state in any pro-
ceeding for enforcement of any obligation of any constituent corporation
of this state, as well as for enforcement of any obligation of the surviving
or resulting corporation arising from the merger or consolidation, and
shall irrevocably appoint the secretary of state as its agent to accept service
of process in any such suit or other proceedings and shall specify the
address to which a copy of such process shall be mailed by the secretary
of state. Service of such process shall be made by personally delivering
to and leaving with the secretary of state duplicate copies of such process.
The secretary of state shall forthwith send by registered mail one of such
copies to such surviving or resulting corporation at its address so specified,
unless such surviving or resulting corporation shall thereafter have des-
ignated in writing to the secretary of state a different address for such
purpose, in which case it shall be mailed to the last address so designated.
(e) The provisions of subsection (e) of K.S.A. 17-6701, and amend-
ments thereto, shall apply to a merger under this section, if the corpo-
ration surviving the merger is a corporation of this state.
Sec. 15. K.S.A. 17-6707 is hereby amended to read as follows: 17-
6707. (a) Any one or more nonstock corporations of this state, whether
or not organized for profit, may merge or consolidate with one or more
stock corporations of this state, whether or not organized for profit. The
constituent corporations may merge into a single corporation, which may
be any one of the constituent corporations, or they may consolidate into
a new corporation formed by the consolidation, pursuant to an agreement
of merger or consolidation, as the case may be, complying and approved
in accordance with this section. The surviving constituent corporation or
the new corporation may be organized for profit or not organized for
profit and may be a stock corporation or a nonstock corporation.
(b) The board of directors of each stock corporation which desires to
merge or consolidate and the governing body of each nonstock corpora-
tion which desires to merge or consolidate shall adopt a resolution ap-
proving an agreement of merger or consolidation. The agreement shall
state: (1) The terms and conditions of the merger or consolidation; (2)
the mode of carrying the same into effect; (3) such other provisions or
facts required or permitted by this act to be stated in articles of incor-
poration as can be stated in the case of a merger or consolidation, stated
in such altered form as the circumstances of the case require; (4) the
manner of converting the shares of stock of a stock corporation and the
interests of the members of a nonstock corporation into shares or other
securities of a stock corporation or membership interests of a nonstock
corporation surviving or resulting from such merger or consolidation, and,
if any shares of any such stock corporation or membership interests of
any such nonstock corporation are not to be converted solely into shares
or other securities of the stock corporation or membership interests of
the nonstock corporation surviving or resulting from such merger or con-
solidation, the cash, property, rights or securities of any other corporation
or entity which the holders of shares of any such stock corporation or
membership interests of any such nonstock corporation are to receive in
exchange for, or upon conversion of such shares or membership interests,
and the surrender of any certificates evidencing them, which cash, prop-
erty, rights, or securities of any other corporation or entity may be in
addition to or in lieu of shares or other securities of any stock corporation
or membership interests of any nonstock corporation surviving or result-
ing from such merger or consolidation; and (5) such other details or pro-
visions as are deemed desirable. In such merger or consolidation, the
interests of members of a constituent nonstock corporation may be
treated in various ways so as to convert such interests into interests of
value, other than shares of stock, in the surviving or resulting stock cor-
poration or into shares of stock in the surviving or resulting stock cor-
poration, voting or nonvoting, or into creditor interests or any other in-
terests of value equivalent to their membership interests in their nonstock
corporation. The voting rights of members of a constituent nonstock cor-
poration need not be considered an element of value in measuring the
reasonable equivalence of the value of the interests received in the sur-
viving or resulting stock corporation by members of a constituent non-
stock corporation, nor need the voting rights of shares of stock in a con-
stituent stock corporation be considered as an element of value in
measuring the reasonable equivalence of the value of the interests in the
surviving or resulting nonstock corporation received by stockholders of a
constituent stock corporation, and the voting or nonvoting shares of a
stock corporation may be converted into voting or nonvoting regular, life,
general, special or other type of membership, however designated, cred-
itor interests or participating interests, in any nonstock corporation sur-
viving or resulting from such merger or consolidation of a stock corpo-
ration and a nonstock corporation. Any of the terms of the agreement of
merger or consolidation may be made dependent upon facts ascertainable
outside of such agreement, provided that the manner in which such facts
shall operate upon the terms of the agreement is clearly and expressly set
forth in the agreement of merger or consolidation.
(c) The agreement required by subsection (b), in the case of each
constituent stock corporation, shall be adopted, approved, executed and
acknowledged by each constituent corporation in the same manner as is
provided in K.S.A. 17-6701, and amendments thereto, and, in the case of
each constituent nonstock corporation, shall be adopted, approved, exe-
cuted and acknowledged by each of such constituent corporations in the
same manner as is provided in K.S.A. 17-6705, and amendments thereto.
The agreement shall be filed and recorded and shall become effective for
all purposes of the laws of this state when and as provided in K.S.A. 17-
6701, and amendments thereto, with respect to the merger of stock cor-
porations of this state. Insofar as they may be applicable, the provisions
set forth in the last sentence of subsection (c) of K.S.A. 17-6701, and
amendments thereto, shall apply to a merger under this section, and the
reference therein to ``stockholder'' shall be deemed to include ``member''
hereunder.
(d) The provisions of subsection (e) of K.S.A. 17-6701, and amend-
ments thereto, shall apply to a merger under this section, if the surviving
corporation is a corporation of this state; the provisions of subsection (d)
of K.S.A. 17-6701, and amendments thereto, shall apply to any constituent
stock corporation participating in a merger or consolidation under this
section; and the provisions of subsection (f) of K.S.A. 17-6701, and
amendments thereto, shall apply to any constituent stock corporation par-
ticipating in a merger under this section.
(e) Nothing in this section shall be deemed to authorize the merger
of a charitable nonstock corporation into a stock corporation, if the char-
itable status of such nonstock corporation would thereby be lost or im-
paired. A stock corporation may be merged into a charitable nonstock
corporation which shall continue as the surviving corporation.
Sec. 16. K.S.A. 17-6913 is hereby amended to read as follows: 17-
6913. (a) Any corporation of this state, a plan of reorganization of which,
pursuant to the provisions of any applicable statute of the United States
relating to reorganizations of corporations, has been or shall be confirmed
by the decree or order of a court of competent jurisdiction, may put into
effect and carry out the plan and the decrees and orders of the court or
judge relative thereto, and may take any proceeding and do any act pro-
vided in the plan or directed by such decrees and orders, without further
action by its directors or stockholders. Such power and authority may be
exercised, and such proceedings and acts may be taken, as may be di-
rected by such decrees or orders, by the trustee or trustees of such cor-
poration appointed in the reorganization proceedings, or a majority
thereof, or if none be appointed and acting, by designated officers of the
corporation, or by a master or other representative appointed by the court
or judge, with like effect as if exercised and taken by unanimous action
of the directors and stockholders of the corporation.
(b) In the manner provided in subsection (a) of this section, but with-
out limiting the generality or effect of the foregoing, such corporation
may alter, amend or repeal its bylaws; constitute or reconstitute and clas-
sify or reclassify its board of directors, and name, constitute or appoint
directors and officers in place of or in addition to all or some of the
directors or officers then in office; amend its articles of incorporation,
and make any change in its capital or capital stock, or any other amend-
ment, change or alteration, or provision, authorized by this act; be dis-
solved, transfer all or part of its assets, merge or consolidate as permitted
by this act, in which case, however, no stockholder shall have any statutory
right of appraisal of his stock; change the location of its registered office,
change its resident agent and remove or appoint any agent to receive
service of process; authorize and fix the terms, manner and conditions of,
the issuance of bonds, debentures or other obligations, whether or not
convertible into stock of any class, or bearing warrants or other evidences
of optional rights to purchase or subscribe for stock of any class; or lease
its property and franchises to any corporation, if permitted by law.
(c) A certificate of any amendment, change or alteration, or of dis-
solution, or any agreement of merger or consolidation, made by such
corporation pursuant to the foregoing provisions, shall be filed with the
secretary of state and recorded in accordance with K.S.A. 17-6003 and
amendments thereto, and, subject to subsection (d) of K.S.A. 17-6003,
and amendments thereto shall thereupon become effective in accordance
with its terms and the provisions hereof of the instrument as provided in
this subsection. Such certificate, agreement of merger or other instrument
shall be made, executed and acknowledged, as may be directed by such
decrees or orders, by the trustee or trustees appointed in the reorgani-
zation proceedings, or a majority thereof, or, if none be appointed and
acting, by the officers of the corporation, or by a master or other repre-
sentative appointed by the court, and shall certify that provision for the
making of such certificate, agreement or instrument is contained in a
decree or order of a court having jurisdiction of a proceeding under such
applicable statute of the United States for the reorganization of such
corporation.
(d) The provisions of this section shall cease to apply to such corpo-
ration upon the entry of a final decree in the reorganization proceedings
closing the case and discharging the trustee or trustees, if any.
(e) On filing any certificate, agreement, report or other paper made
or executed pursuant to the provisions of this section, there shall be paid
to the secretary of state for the use of the state the same fees as are
payable by corporations not in reorganization upon the filing of like cer-
tificates, agreements, reports or other papers.
Sec. 17. K.S.A. 17-7301 is hereby amended to read as follows: 17-
7301. (a) As used in this act, the words ``foreign corporation'' mean a
corporation organized under the laws of any jurisdiction other than this
state.
(b) No foreign corporation shall do any business in this state, through
or by branch offices, agents or representatives located in this state, until
it has filed in the office of the secretary of state of this state an application
for authority to engage in business in this state as a foreign corporation.
Such application shall be filed in accordance with K.S.A. 17-6003 and
amendments thereto and shall set forth:
(1) A certificate issued within 90 days of the date of application by
the proper officer of the jurisdiction where such corporation is incorpo-
rated attesting to the fact that such corporation is a corporation in good
standing in such jurisdiction;
(2) the address of the principal office of the corporation is located;
(3) the address of the principal office or place of business in this state
is to be located, if known;
(4) the full nature and character of the business the corporation pro-
poses to conduct in this state;
(5) the name and address of each of the officers and trustees or di-
rectors of the corporation;
(6) a statement as to when the corporate existence of the corporation
will expire in the state of incorporation;
(7) a detailed statement of the assets and liabilities of the corporation,
as of a date not earlier than 12 months prior to the filing date;
(8) the location of the registered office of the corporation in this state
and the name of its resident agent in charge of the registered office; and
(9) the date on which the corporation commenced, or intends to com-
mence, doing business in this state.
The application shall be subscribed and sworn to by the president or a
vice-president and the secretary or an assistant secretary of the corpora-
tion, and it shall be accompanied by the written consent of the corpora-
tion, irrevocable, that actions may be commenced against it in the proper
court of any county where there is proper venue by the service of process
on the secretary of state as provided for in K.S.A. 17-7307 and amend-
ments thereto and stipulating and agreeing that such service shall be taken
and held, in all courts, to be as valid and binding as if due service had
been made upon the president and secretary of the corporation. Such
consent shall be executed by the president or a vice-president and the
secretary or an assistant secretary of the corporation and shall be accom-
panied by a duly certified copy of the order or resolution of the board of
directors, trustees or managers of the corporation authorizing the secre-
tary or an assistant secretary and the president or a vice-president to
execute it. Nothing in this act or the act of which this section is amen-
datory shall be construed as requiring such consent or the order or res-
olution of the board of directors to be recorded in the office of the register
of deeds.
(c) After receipt of any such application, if the secretary of state finds
that it complies with the provisions of this section, the secretary of state
shall issue a certificate authorizing the foreign corporation to do business
in this state, except that the secretary of state shall not issue such certif-
icate unless:
(1) The name of the corporation is such as to distinguish it upon the
records of the office of the secretary of state from the name of each other
corporation organized under the laws of this state or reserved or regis-
tered as a foreign corporation under the laws of this state;
(2) the corporation has obtained the written consent of such other
corporation, which has the same name, for the corporation to do business
in this state under such name and such consent has been executed, ac-
knowledged and filed with the secretary of state in accordance with K.S.A.
17-6003 and amendments thereto; or
(3) the corporation indicates, as a means of identification and in its
advertising within this state, the state in which it is incorporated. The
certificate of the secretary of state, under the seal of the office of the
secretary of state, shall be delivered to the resident agent upon the pay-
ment to the secretary of state of the fee prescribed therefor, and the
certificate shall be prima facie evidence of the right of the corporation to
do business in this state.
Sec. 18. K.S.A. 17-630, 17-1507, 17-1608, 17-2034, 17-2201, 17-
6001, 17-6203, 17-6401, 17-6601, 17-6602, 17-6605, 17-6706, 17-6707,
17-6913, 17-7301 and 17-7401 and K.S.A. 1998 Supp. 17-6003 and 17-
6205 are hereby repealed.
Sec. 19. This act shall take effect and be in force from and after its
publication in the statute book.
I hereby certify that the above BILL originated in the
SENATE, and passed that body
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Passed the HOUSE ______________________________
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APPROVED ______________________________
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