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chapter-17•Chapter 17 — Corporations
Unofficial online text published by the Kansas Office of Revisor of Statutes; the printed volumes of the Kansas Statutes Annotated are the authoritative version. Current through the 2025 session laws.
History: G.S. 1868, ch. 23, § 1; R.S. 1923, 17-101; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 2; R.S. 1923, 17-102; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 3; R.S. 1923, 17-103; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 1; R.S. 1923, 17-201; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 2; L. 1911, ch. 125, § 1; L. 1915, ch. 157, § 1; R.S. 1923, 17-202; L. 1929, ch. 139, § 1; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1931, ch. 153, § 1; L. 1965, ch. 149, § 1; L. 1967, ch. 119, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 158, §§ 1, 2; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1911, ch. 126, § 1; R.S. 1923, 17-203; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1915, ch. 158, § 1; R.S. 1923, 17-204; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1915, ch. 158, §§ 2, 3; R.S. 1923, 17-205, 17-206; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1903, ch. 360, § 1; R.S. 1923, 17-207; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1903, ch. 360, § 2; R.S. 1923, 17-208; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 4; R.S. 1923, 17-209; L. 1937, ch. 167, § 1; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 5; R.S. 1923, 17-210; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 6; R.S. 1923, 17-211; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 7; R.S. 1923, 17-112; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 11; R.S. 1923, 17-213; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 12; R.S. 1923, 17-214; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 17; L. 1913, ch. 140, § 1; R.S. 1923, 17-215; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 18; R.S. 1923, 17-216; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 19; R.S. 1923, 17-217; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 20; R.S. 1923, 17-218; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 21; L. 1917, ch. 121, § 1; R.S. 1923, 17-219; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 22; R.S. 1923, 17-220; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 23; L. 1911, ch. 127, § 1; L. 1917, ch. 121, § 2; R.S. 1923, 17-221; Repealed, L. 1972, ch. 54, § 24; July 1.
History: L. 1911, ch. 127, § 2; R.S. 1923, 17-222; Repealed, L. 1975, ch. 133, § 2; July 1.
History: L. 1911, ch. 130, § 1; R.S. 1923, 17-223; Repealed, L. 1935, ch. 123, § 9; May 15.
History: L. 1917, ch. 120, § 1; R.S. 1923, 17-224; Repealed, L. 1935, ch. 123, § 9; May 15.
History: L. 1907, ch. 140, § 24; R.S. 1923, 17-225; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 16; R.S. 1923, 17-226; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 17; L. 1901, ch. 126, § 1; R.S. 1923, 17-227; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 18; R.S. 1923, 17-228; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 19; R.S. 1923, 17-229; L. 1933, ch. 145, § 1; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, §§ 20, 21; R.S. 1923, 17-230, 17-231; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 22; R.S. 1923, 17-232; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1905, ch. 157, § 1; R.S. 1923, 17-223; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1895, ch. 249, § 1; L. 1915, ch. 162, § 1; R.S. 1923, 17-234; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1876, ch. 61, § 1; L. 1881, ch. 47, § 1; R.S. 1923, 17-235; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 34; R.S. 1923, 17-236; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 35; R.S. 1923, 17-237; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1935, ch. 126, § 1; Repealed, L. 1975, ch. 133, § 2; July 1.
History: L. 1935, ch. 123, §§ 1–8; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1921, ch. 150, §§ 1, 2; R.S. 1923, 17-301, 17-302; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1921, ch. 150, § 3; R.S. 1923, 17-303; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1921, ch. 150, § 4; R.S. 1923, 17-304; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1921, ch. 150, §§ 5, 6; R.S. 1923, 17-305, 17-306; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1921, ch. 150, §§ 7, 8; R.S. 1923, 17-307, 17-308; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1921, ch. 150, §§ 9–15; R.S. 1923, 17-309–17-315; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1898, ch. 10, § 1; L. 1907, ch. 140, § 8; R.S. 1923, 17-401; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1907, ch. 140, § 9; R.S. 1923, 17-402; Repealed, L. 1953, ch. 125, § 12; June 30.
History: L. 1907, ch. 140, § 10; L. 1911, ch. 125, § 2; R.S. 1923, 17-403; L. 1925, ch. 126, § 1; Repealed, L. 1953, ch. 125, § 12; June 30.
History: L. 1907, ch. 140, § 13; R.S. 1923, 17-501; L. 1935, ch. 124, § 1; L. 1953, ch. 125, § 1; L. 1955, ch. 136, § 1; L. 1963, ch. 136, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1898, ch. 10, § 3; L. 1907, ch. 140, § 14; R.S. 1923, 17-502; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1907, ch. 140, § 15; R.S. 1923, 17-503; L. 1953, ch. 125, § 2; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1907, ch. 140, § 16; R.S. 1923, 17-504; L. 1955, ch. 136, § 2; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1907, ch. 140, § 27; R.S. 1923, 17-505; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1907, ch. 140, § 28; R.S. 1923, 17-506; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1903, ch. 153, § 1; R.S. 1923, 17-507; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1905, ch. 158, § 1; R.S. 1923, 17-508; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1933, ch. 50, § 1 (Special Session); Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1933, ch. 50, § 2 (Special Session); Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1941, ch. 183, §§ 1–4; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1963, ch. 142, § 2; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1907, ch. 140, § 25; R.S. 1923, 17-601; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 26; R.S. 1923, 17-602; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 26; L. 1919, ch. 151, § 1; R.S. 1923, 17-603; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 27; L. 1876, ch. 57, § 1; L. 1879, ch. 88, § 1; R.S. 1923, 17-604; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 28; R.S. 1923, 17-605; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 29; R.S. 1923, 17-606; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 30; R.S. 1923, 17-607; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 23; R.S. 1923, 17-608; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 31; R.S. 1923, 17-609; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 15; L. 1889, ch. 109, § 1; R.S. 1923, 17-610; L. 1931, ch. 138, § 1; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 32; L. 1917, ch. 118, § 1; R.S. 1923, 17-611; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1917, ch. 118, § 2; R.S. 1923, 17-612; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1917, ch. 118, § 3; R.S. 1923, 17-613; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1874, ch. 3, § 1 (Special Session); R.S. 1923, 17-614; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1874, ch. 3, § 2 (Special Session); R.S. 1923, 17-615; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 36; R.S. 1923, 17-616; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 37; R.S. 1923, 17-617; Repealed, L. 1939, ch. 152, § 154; June 30.
Lands may be appropriated for the use of macadam-road, plank-road, hospital corporation or association, telegraph and telephone corporations, electric, hydraulic, irrigating, milling and manufacturing corporations using power, oil companies, pipeline companies, and for the piping of gas in the same manner as is provided in K.S.A. 26-501 to 26-516, inclusive, and any macadam-road, plank-road, telegraph and telephone corporations, hydraulic, irrigating, oil company, pipeline company, gas company, partnership holding a certificate of convenience as a public utility issued by the state corporation commission, milling or manufacturing corporation using power desiring the right to dam or take water from any stream, to conduct water in canals or raceways or pipes, or to conduct compressed air in pipes, or to conduct oil in pipes or conduct gas in pipes, or transmit power or communications by shafting, belting, or belting and pulleys, or ropes and pulleys, or by electrical current, or by compressed air, may obtain such right or the right-of-way for all necessary canals, raceways, pipes, shafting, belting and pulleys, ropes and pulleys or wires or cables in manner as aforesaid; and such canals, raceways, pipes, shafting, belting, belting and pulleys, ropes and pulleys or wires or cables may be laid, carried or stretched on, through or over any land or lot, or along or upon any stream of water, using so much of the water thereof as may be needed for any of the purposes aforesaid, or through any street or alley or public ground of any city of the second or third class: Provided, That no such canal or raceway shall be located through any street or alley or any public ground of any city without the consent of the municipal authorities thereof: Provided further, That it shall be unlawful for any person or corporation to locate or construct any irrigating canal or raceway along or upon any stream of water or take and use the water of any stream in such manner as to interfere with or in any wise hinder, delay or injure any milling or irrigating improvements already constructed or located along or upon any stream of water, or to diminish the supply of water flowing to or through any established irrigating canal: Provided further, That in case of the erection of a dam, the report of the commissioners, instead of defining the quantity and boundaries of the land overflowed, shall designate particularly the height of such dam.
History: G.S. 1868, ch. 23, § 88; L. 1871, ch. 64, § 1; L. 1876, ch. 58, § 1; L. 1891, ch. 85, § 1; L. 1899, ch. 95, § 1; L. 1901, ch. 128, § 1; L. 1917, ch. 122, § 1; R.S. 1923, 17-618; L. 1947, ch. 183, § 1; L. 1963, ch. 234, § 37; January 1, 1964.
That any macadam-road, plank-road, telegraph, hydraulic, irrigating, gas company, milling or other manufacturing corporation using power, duly chartered and organized, may furnish, sell, let, or lease, for such time as such corporation may determine, any portion of its water or power or gas to any person or persons or corporation or partnerships who may wish to use the same, and may convey water in channels, raceways, or pipes, and convey gas or compressed air in pipes, and may transmit power by shafting, belting, belting and pulleys, ropes and pulleys, or by electrical current, or by compressed air; and such corporation may borrow such sums of money as may be necessary for completing, furnishing or operating its canals, raceways, pipes, dams, mills, or machinery, and may issue and dispose of its bonds for any amount so borrowed, and may mortgage the corporate property and franchise, or any part of the same, to secure the payment of any debt contracted by the corporation for the purposes aforesaid.
History: L. 1876, ch. 58, § 2; L. 1891, ch. 85, § 2; L. 1899, ch. 95, § 2; May 15; R.S. 1923, 17-619.
History: G.S. 1868, ch. 23, § 38; L. 1887, ch. 118, § 1; R.S. 1923, 17-620; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1931, ch. 154, § 1; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 39; R.S. 1923, 17-621; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1903, ch. 151, § 3; R.S. 1923, 17-622; Repealed, L. 1939, ch. 152, § 154; June 30.
Any sewerage corporation shall have full power to construct, operate and maintain a sewer, sewers, or a system of sewerage, as may be required by the city where located, for the public and private use, convenience and health of the residents of said city, or for other purposes; and such corporations shall have power to lay or construct pipes, mains, and conductors, for operating said corporation's sewer, sewers, or system of sewerage, through the streets, lanes, alleys and squares in such city, with the consent of the municipal authorities thereof, and under such regulations as they may prescribe.
History: L. 1885, ch. 103, § 1; March 14; R.S. 1923, 17-623.
The municipal authorities of any city of the first or second class in which any sewerage corporation shall exist are hereby authorized to contract with any such corporation for the drainage and sewerage of the streets, lots, lanes, squares and public places in any such said city of the first and second class.
History: L. 1885, ch. 103, § 2; March 14; R.S. 1923, 17-624.
Corporations may be organized for the purpose of constructing, maintaining and operating dams, reservoirs, sluices, ditches and canals, to divert, convey, store and deliver water to be used by such corporations, or by any other persons, for the purpose of irrigating land. Any such corporation is authorized to construct, maintain and operate a dam or reservoir with sluices, canals and ditches for the purpose of conveying, storing and delivering water, either upon or away from a running stream of water, or both, but subject to the prior rights of all persons to the use of the water and to the rights of all persons to land.
History: L. 1933, ch. 155, § 1; March 22.
Any such corporation shall have the power:
(a) To cause such examination and survey for its proposed works to be made, as may be necessary to the selection of the most advantageous site, route or routes, and by its officers, agents or servants to enter upon the land of any person for the purpose of making such examination and survey;
(b) to take and hold such voluntary grants of real and other property as may be made to it to aid in the construction, maintenance and operation of its said works;
(c) to receive the aid of any other party by gifts, written obligations, pledges and mortgages of such other party or parties;
(d) to construct its works upon, along, connecting with or away from any stream of water;
(e) and to obtain, store and deliver water to any other party or parties for use in irrigating land, or for conveyance and delivery to others for such use, at such rates and terms for its services and facilities as such corporation, by its bylaws and regulations, may prescribe, which rates and terms shall be reasonable and nondiscriminating.
Such corporation shall have the power to borrow such sums of money as may be necessary for constructing, maintaining and operating its works, and to issue and dispose of its bonds on account of any amount so borrowed, and to pledge and mortgage its real and other property and franchises to secure the payment of any debt contracted by it for the purposes aforesaid.
History: L. 1933, ch. 155, § 2; March 22.
Such corporations shall have the right to condemn, for its uses, any lands or other property, according to the procedure provided by K.S.A. 26-501 to 26-516, inclusive.
History: L. 1933, ch. 155, § 3; L. 1963, ch. 234, § 38; January 1, 1964.
Whenever any party which shall receive water from such corporation shall consider its rates or terms for its services and facilities to be unreasonable or discriminatory, such other party or parties may appeal to the corporation commission, and if such commission shall consider the complaint to require action by it, it shall notify such corporation and the complainant or complainants and conduct a hearing thereon in accordance with the provisions of the Kansas administrative procedure act within a county in which any of the works of any such corporation may be located. If the commission decides that such rates or terms are unreasonable or discriminatory, it shall fix rates and terms for the services and facilities of such corporation which shall be binding upon the parties until further order of the commission.
History: L. 1933, ch. 155, § 4; L. 1988, ch. 356, § 50; July 1, 1989.
Any corporation or association which has power to construct, maintain or operate a dam, reservoir, sluices, ditches or canals, or either of them, for the purpose of irrigation, shall have the power to acquire, hold and dispose of shares of stock in any corporation or association organized for the same or similar purposes; and to aid such other corporation, association, or any county or other municipality or public corporation of any kind which has similar powers, in the construction, maintenance or operation of such works, by lending it money, or by guaranteeing, or acting as surety, for its indebtedness, or any part thereof, or by agreeing to pay in any manner or on any conditions, its indebtedness, or any part thereof, contracted for the purpose aforesaid, and shall have power in furtherance of any such guarantee, suretyship or agreement, to pledge its property, real or personal, and its franchises to secure the payment of any such debt, or any part thereof, of such other party.
The making of any such guarantee, suretyship, agreement, pledge or mortgage by the obligor shall be required to be authorized by a majority vote in favor of the proposition of the shares of stock in the corporation, or of the members of the corporation or association, if there be no shares of stock therein, making the same as such obligor, and also by a majority vote of its board of directors, at meetings called, upon at least ten days' notice, for the purpose of passing upon the proposition.
History: L. 1933, ch. 156, § 1; March 21.
Every mortgage or deed of trust, or satisfaction thereof, covering any real or personal property situated in this state, made to secure the payment of bonds issued or to be issued thereafter by any corporation which is an interstate gas pipeline company, or by any public utility as defined in K.S.A. 66-104, and amendments thereto, except nothing herein shall apply to or affect railroad corporations, and every mortgage or deed of trust, or satisfaction thereof, covering any real or personal property situated in this state made to secure any indebtedness incurred under the rural electrification act of 1936, as amended (U.S. code, title 7, chapter 31), shall be executed and duly acknowledged and certified, as other instruments affecting real estate. Such mortgage or deed of trust, or satisfaction thereof shall be filed in the office of the secretary of state accompanied by the form prescribed by K.S.A. 84-9-521(a), and amendments thereto, which must indicate in box 10 of the form that the instrument is filed in accordance with this section. The secretary shall certify that the instrument has been filed in the secretary's office 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 in accordance with part 5 of article 9 of the uniform commercial code, and amendments thereto. The instrument shall be effective upon the record until terminated and the secretary of state shall remove the record one year after termination. The filing of such instrument in the office of the secretary of state shall be notice to all persons of the contents thereof and to all subsequent purchasers and encumbrancers of the rights and interests of the parties thereto as to property described in the filed instrument and property acquired subsequent to the execution thereof if the instrument so provides. Notwithstanding any provision of law to the contrary, no other filing of any such instrument shall be necessary. Any such mortgage or deed of trust filed in the office of the register of deeds of any county in this state may be refiled in the office of the secretary of state in the manner provided in this section. Such refiling shall thereafter as to any property not previously released from such mortgage or deed of trust be of the same effect as if the instrument had been originally filed in the office of the secretary of state. The secretary of state shall charge the same filing and information retrieval fees and credit the amounts in the same manner as financing statements filed under part 5 of article 9 of the uniform commercial code, and amendments thereto.
History: L. 1974, ch. 232, § 1; L. 1975, ch. 129, § 1; L. 1999, ch. 39, § 1; L. 2002, ch. 159, § 1; May 23.
The secretary of state shall not receive for record or for filing any mortgage or deed of trust described in K.S.A. 17-630, unless and until the same has thereon the certificate of a register of deeds that the same has been presented to him pursuant to the provisions of K.S.A. 79-3101 to 79-3107, inclusive, and that any real estate mortgage tax, if any is due, has been paid or that none is due thereon, as the case may be.
History: L. 1974, ch. 232, § 2; July 1.
History: R.S. 1923, 17-701; L. 1967, ch. 120, § 1; L. 1969, ch. 115, § 1; Repealed, L. 1972, ch. 54, § 24; July 1.
History: L. 1931, ch. 139, § 1; Repealed, L. 1935, ch. 125, § 1; May 15.
History: L. 1931, ch. 139, §§ 3, 4; Repealed, L. 1937, ch. 168, § 1; June 30.
History: L. 1913, ch. 135, § 2; R.S. 1923, 17-702; L. 1953, ch. 125, § 3; L. 1955, ch. 136, § 3; L. 1967, ch. 120, § 2; Repealed, L. 1972, ch. 54, § 24; July 1.
History: L. 1913, ch. 135, § 3; R.S. 1923, 17-703; Repealed, L. 1969, ch. 116, § 1; March 14.
History: L. 1913, ch. 135, § 4; R.S. 1923, 17-704; Repealed, L. 1972, ch. 54, § 24; July 1.
History: L. 1913, ch. 135, § 5; R.S. 1923, 17-705; Repealed, L. 1972, ch. 54, § 24; July 1.
History: L. 1913, ch. 135, § 6; R.S. 1923, 17-706; Repealed, L. 1972, ch. 54, § 24; July 1.
History: L. 1913, ch. 135, § 7; R.S. 1923, 17-707; Repealed, L. 1972, ch. 54, § 24; July 1.
History: L. 1913, ch. 135, § 8; R.S. 1923, 17-708; Repealed, L. 1972, ch. 54, § 24; July 1.
History: L. 1913, ch. 135, § 9; R.S. 1923, 17-709; Repealed, L. 1972, ch. 54, § 24; July 1.
History: L. 1913, ch. 135, § 10; L. 1913, ch. 136, § 1; R.S. 1923, 17-710; L. 1931, ch. 139, § 2; Repealed, L. 1972, ch. 54, § 24; July 1.
History: L. 1913, ch. 135, §§ 12, 13; R.S. 1923, 17-711, 17-712; Repealed, L. 1972, ch. 54, § 24; July 1.
History: L. 1907, ch. 140, § 30; R.S. 1923, 17-801; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1917, ch. 119, §§ 1–4; R.S. 1923, 17-802–17-805; Repealed, L. 1939, ch. 152, § 154; June 30.
History: L. 1907, ch. 140, § 31; L. 1909, ch. 96, § 1; R.S. 1923, 17-806; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 40; L. 1883, ch. 46, § 1; R.S. 1923, 17-807; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 42; R.S. 1923, 17-808; Repealed, L. 1939, ch. 152, § 154; June 30.
History: G.S. 1868, ch. 23, § 43; R.S. 1923, 17-809; Repealed, L. 1939, ch. 152, § 154; June 30.
History: R.S. 1923, § 17-810; Repealed, L. 1951, ch. 198, § 1; June 30.
History: L. 1873, ch. 60, § 1; R.S. 1923, 17-901; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1899, ch. 78, § 1; R.S. 1923, 17-1001; Repealed, L. 1925, ch. 127, § 11; May 28.
History: L. 1899, ch. 78, § 2; L. 1917, ch. 125, § 1; R.S. 1923, 17-1002; Repealed, L. 1925, ch. 127, § 11; May 28.
History: L. 1899, ch. 78, § 3; L. 1911, ch. 131, § 1; R.S. 1923, 17-1003; L. 1925, ch. 127, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 4; R.S. 1923, 17-1004; L. 1925, ch. 127, § 2; L. 1939, ch. 153, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 5; R.S. 1923, 17-1005; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 6; L. 1911, ch. 131, § 2; L. 1919, ch. 103, § 1; R.S. 1923, 17-1006; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 7; L. 1911, ch. 131, § 3; R.S. 1923, 17-1007; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 8; L. 1911, ch. 131, § 4; R.S. 1923, 17-1008; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 9; R.S. 1923, 17-1009; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 10; R.S. 1923, 17-1010; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 11; L. 1915, ch. 95, § 1; L. 1919, ch. 103, § 2; R.S. 1923, 17-1011; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 12; R.S. 1923, 17-1012; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 13; R.S. 1923, 17-1013; L. 1933, ch. 146, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 14; R.S. 1923, 17-1014; L. 1925, ch. 127, § 3; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 15; R.S. 1923, 17-1015; L. 1933, ch. 147, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 16; R.S. 1923, 17-1016; L. 1933, ch. 147, § 2; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 17; L. 1911, ch. 131, § 5; R.S. 1923, 17-1017; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 18; L. 1915, ch. 95, § 2; R.S. 1923, 17-1018; L. 1933, ch. 147, § 3; L. 1937, ch. 169, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 19; R.S. 1923, 17-1019; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 20; R.S. 1923, 17-1020; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 21; R.S. 1923, 17-1021; L. 1935, ch. 128, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1935, ch. 128, § 2; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 22; R.S. 1923, 17-1022; L. 1937, ch. 170, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1937, ch. 170, § 2; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 23; R.S. 1923, 17-1023; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 24; R.S. 1923, 17-1024; L. 1925, ch. 127, § 4; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1923, ch. 106, § 1; R.S. 1923, 17-1025; Repealed, L. 1927, ch. 15, § 7; March 25.
History: L. 1899, ch. 78, § 25; L. 1915, ch. 95, § 3; L. 1923, ch. 106, § 3; R.S. 1923, 17-1026; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1923, ch. 106, § 4; R.S. 1923, 17-1027; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1923, ch. 106, § 5; R.S. 1923, 17-1028; L. 1943, ch. 269, § 7; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 26; L. 1911, ch. 131, § 6; L. 1921, ch. 89, § 1; L. 1923, ch. 106, § 2; R.S. 1923, 17-1029; L. 1939, ch. 154, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1939, ch. 154, § 2; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 27; L. 1911, ch. 131, § 7; R.S. 1923, 17-1030; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 28; L. 1923, ch. 106, § 6; R.S. 1923, 17-1031; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 29; L. 1923, ch. 106, § 7; R.S. 1923, 17-1032; L. 1937, ch. 171, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 30; R.S. 1923, 17-1033; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 31; L. 1911, ch. 131, § 8; R.S. 1923, 17-1034; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, §§ 32–35; R.S. 1923, 17-1035–17-1038; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, § 36; R.S. 1923, 17-1039; L. 1925, ch. 129, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1899, ch. 78, §§ 37–39; R.S. 1923, 17-1040–17-1042; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1909, ch. 94, § 1; R.S. 1923, 17-1043; L. 1925, ch. 127, § 5; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1911, ch. 131, § 9; R.S. 1923, 17-1044; L. 1925, ch. 128, § 1; L. 1931, ch. 140, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1911, ch. 131, § 10; R.S. 1923, 17-1045; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1911, ch. 131, § 11; L. 1913, ch. 142, § 1; L. 1915, ch. 95, § 4; R.S. 1923, 17-1046; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1911, ch. 131, § 12; R.S. 1923, 17-1047; L. 1925, ch. 127, § 6; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1915, ch. 95, § 5; R.S. 1923, 17-1048; L. 1925, ch. 127, § 10; L. 1937, ch. 172, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1915, ch. 95, § 6; R.S. 1923, 17-1049; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1915, ch. 95, § 7; R.S. 1923, 17-1050; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1915, ch. 95, § 8; R.S. 1923, 17-1051; L. 1931, ch. 141, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1915, ch. 96, § 1; R.S. 1923, 17-1052; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1915, ch. 96, §§ 2–6; R.S. 1923, 17-1053–17-1057; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1915, ch. 96, § 7; R.S. 1923, 17-1058; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1925, ch. 127, § 7; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1925, ch. 127, §§ 8, 9; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1927, ch. 150, § 1; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1927, ch. 150, § 2; Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1933, ch. 49, § 1 (Special Session); Repealed, L. 1943, ch. 133, § 216; July 1.
History: L. 1939, ch. 155, §§ 1, 2; Repealed, L. 1943, ch. 133, § 216; July 1.
Any building and loan association or life insurance company, organized and existing under the laws of the state of Kansas, are hereby authorized to subscribe for the stock of and to become a member of the federal home loan bank for the district in which they may be located, or for the stock of a federal home loan bank of an adjoining district, if demanded by convenience; to borrow money from such bank or any other corporation or agency established under the authority of the United States government, and assign their home mortgages, or such other of their assets as may be required by the bank as security therefor; to avail themselves of all the advantages and privileges offered by the federal home loan bank while a member thereof; and to comply with the provisions and requirements of the federal home loan bank act, passed by the congress of the United States and approved July 22, 1932, and any amendments that may hereafter be made to said act, and all regulations made by the authority thereof.
It is the intention of this act, that any such building and loan association or life insurance company, while a member of a federal home loan bank, may function fully as such, including the power to invest in the securities issued by a federal home loan bank, so long as the same are accepted by the United States to secure government deposits, anything in existing laws of the state of Kansas to the contrary notwithstanding.
History: L. 1933, ch. 143, § 1; January 26.
Building and loan associations, and other institutions eligible under the federal home loan bank act to become members of a federal home loan bank, or to borrow money therefrom, may, when authorized by the bank, act as agents for such bank in the collection of interest, and amortization or installment payments, as the same become due on collateral pledged to said bank.
The federal home loan bank may agree with a member or borrower that after making current payments of interest or installments on their indebtedness to such bank, any balance of funds so collected may be used in the transaction of their regular or customary business. Such an arrangement between the federal home loan bank and a member or borrower shall not be construed as in any way affecting or invalidating the lien of the bank upon uncollected balances due on securities pledged as collateral.
Any officer, director, trustee, attorney, or agent of a building and loan association, or other borrower, acting as agent for a federal home loan bank in the collection of interest, amortization, or installment payments on collateral deposited with said bank, who shall apply the proceeds of such collections otherwise than as provided in the agreement with the bank, shall be deemed guilty of embezzlement, and subject to the punishment provided by the laws of this state for that offense.
History: L. 1933, ch. 143, § 2; January 26.
When a building and loan association or life insurance company, organized and existing under the laws of the state of Kansas, and which has become a member of a federal home loan bank, for any reason ceases to be a member thereof, it shall at once become subject to all the provisions and limitations contained in the laws of the state of Kansas relative to building and loan associations and life insurance companies, except that it may perform such acts as may be necessary to discharge obligations assumed by it while a member of said bank: Provided, however, That such an association may exercise all the powers conferred by this act in relation to the borrowing of money from other corporations or agencies established under the authority of the United States government.
History: L. 1933, ch. 143, § 3; January 26.
Any building and loan association incorporated under the laws of the state of Kansas may be converted into a federal savings and loan association, or any federal savings and loan association may be converted into a state savings and loan association under the laws of the state of Kansas, by complying with the following procedure:
(a) At any regular meeting of the shareholders and members of any such association, or at any special meeting of such association duly called for that purpose in accordance with the bylaws of such association, such shareholders by an affirmative vote of not less than fifty-one percent (51%) of the shares outstanding, shall declare by resolution their desire for conversion.
(b) A copy of the minutes of such meeting of the shareholders and members verified by the president or vice-president and the secretary of the association shall be filed in the office of the state savings and loan commissioner within ten (10) days after such meeting.
(c) In case of conversion from state to federal association, the association shall as soon as possible after the receipt of its federal charter file a copy of the same in the office of the state savings and loan commissioner.
(d) In case of conversion from federal to state association, the association shall first be examined by the state savings and loan commissioner and be found to have all the requirements of existing law to entitle it to become a state savings and loan association.
History: L. 1935, ch. 134, § 1; L. 1972, ch. 53, § 1; July 1.
When such conversion becomes effective as hereinbefore provided, all the property of such association, both real and personal, shall immediately by operation of law and without conveyance or transfer of any kind or character, be vested in such converted association: Provided, however, That such converted association shall continue responsible for all of the obligations of the association prior to the conversion.
History: L. 1935, ch. 134, § 2; May 15.
Any building and loan association is hereby empowered and authorized to do all things necessary to obtain, continue, pay for and terminate insurance of its shares with the federal savings and loan insurance corporation as provided by title IV* of the national housing act.
History: L. 1937, ch. 173, § 1; March 29.
Any action heretofore taken by any building and loan association in connection with obtaining insurance of its shares with the federal savings and loan insurance corporation is hereby ratified and confirmed.
History: L. 1937, ch. 173, § 2; March 29.
Every federal savings and loan association incorporated under the provisions of section 5* of the home owners' loan act of 1933, doing business in this state and the shares or accounts issued by any such association shall have all the rights, powers, and privileges, and shall be entitled to the same exemptions and immunities as are building and loan associations organized under the laws of this state and the shares of such associations.
History: L. 1937, ch. 174, § 1; March 31.
History: L. 1921, ch. 149, §§ 1–3; R.S. 1923, 17-1101–17-1103; Repealed, L. 1995, ch. 115, § 2; July 1.
History: L. 1921, ch. 149, § 4; R.S. 1923, 17-1104; L. 1976, ch. 99, § 1; Repealed, L. 1995, ch. 115, § 2; July 1.
History: L. 1921, ch. 149, §§ 5–8; R.S. 1923, 17-1105–17-1108; Repealed, L. 1995, ch. 115, § 2; July 1.
Any corporation established pursuant to K.S.A. 17-1101 et seq., and amendments thereto, prior to July 1, 1995, shall continue in existence but shall be governed by the provisions of chapter 17 of the Kansas Statutes Annotated relating to the powers, duties and functions of other not-for-profit corporations.
History: L. 1995, ch. 115, § 1; July 1.
History: L. 1935, ch. 135, § 1; L. 1943, ch. 127, § 1; Repealed, L. 1957, ch. 144, § 1; June 29.
History: L. 1915, ch. 164, § 1; L. 1919, ch. 153, § 1; R.S. 1923, 17-1201; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 2; L. 1919, ch. 153, § 2; R.S. 1923, 17-1202; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 3; R.S. 1923, 17-1203; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 4; L. 1919, ch. 153, § 3; R.S. 1923, 17-1204; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 5; L. 1919, ch. 153, § 4; R.S. 1923, 17-1205; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 6; R.S. 1923, 17-1206; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 7; R.S. 1923, 17-1207; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 8; R.S. 1923, 17-1208; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 9; R.S. 1923, 17-1209; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 10; R.S. 1923, 17-1210; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 11; R.S. 1923, 17-1211; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 12; R.S. 1923, 17-1212; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 13; L. 1919, ch. 153, § 5; R.S. 1923, 17-1213; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 14; L. 1919, ch. 153, § 6; R.S. 1923, 17-1214; L. 1925, ch. 7, § 3; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 15; R.S. 1923, 17-1215; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 16; R.S. 1923, 17-1216; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 17; R.S. 1923, 17-1217; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1915, ch. 164, § 18; R.S. 1923, 17-1218; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1923, ch. 73, § 1; R.S. 1923, 17-1219; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1923, ch. 73, § 2; R.S. 1923, 17-1220; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1923, ch. 73, § 3; R.S. 1923, 17-1221; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1923, ch. 73, § 4; R.S. 1923, 17-1222; Repealed, L. 1929, ch. 140, § 28; July 1.
History: L. 1929, ch. 140, § 1; L. 1935, ch. 129, § 1; L. 1937, ch. 175, § 1; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 2; L. 1931, ch. 142, § 1; L. 1935, ch. 129, § 2; L. 1941, ch. 177, § 1; L. 1951, ch. 199, § 1; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 3; L. 1935, ch. 129, § 3; L. 1941, ch. 177, § 2; L. 1955, ch. 137, § 1; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 4; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 5; L. 1935, ch. 129, § 4; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 6; L. 1935, ch. 129, § 5; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 7; L. 1933, ch. 148, § 1; L. 1933, ch. 51, § 1 (Special Session); L. 1935, ch. 129, § 6; L. 1937, ch. 175, § 2; L. 1941, ch. 177, § 3; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 8; L. 1931, ch. 143, § 1; L. 1933, ch. 52, § 1 (Special Session); L. 1934, ch. 2, § 1; L. 1935, ch. 129, § 7; L. 1937, ch. 176, § 1; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 9; L. 1935, ch. 129, § 8; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 10; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 11; L. 1935, ch. 129, § 9; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 12; L. 1931, ch. 144, § 1; L. 1935, ch. 129, § 10; L. 1937, ch. 175, § 3; L. 1941, ch. 177, § 4; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 13; L. 1933, ch. 271, § 18; L. 1937, ch. 329, § 2; L. 1943, ch. 128, § 1; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 14; L. 1931, ch. 145, § 1; L. 1933, ch. 149, § 1; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 15; L. 1935, ch. 129, § 11; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 16; L. 1931, ch. 146, § 1; L. 1933, ch. 150, § 1; L. 1935, ch. 129, § 12; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 17; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 18; L. 1935, ch. 129, § 13; L. 1937, ch. 177, § 1; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 19; L. 1935, ch. 129, § 14; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 20; L. 1935, ch. 129, § 15; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 21; L. 1935, ch. 129, § 16; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 22; L. 1935, ch. 129, § 17; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 23; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 24; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 25; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 26; L. 1935, ch. 129, § 18; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 27; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 28; L. 1935, ch. 129, § 19; Repealed, L. 1957, ch. 145, § 23; July 1.
History: L. 1929, ch. 140, § 29; Repealed, L. 1957, ch. 145, § 23; July 1.
Revisor's Note: Later act, see article 12a of this chapter.
History: L. 1957, ch. 145, § 1; L. 1961, ch. 117, § 1; L. 1963, ch. 137, § 1; L. 1967, ch. 121, § 1; L. 1968, ch. 386, § 1; L. 1969, ch. 117, § 1; L. 1977, ch. 73, § 1; L. 1979, ch. 61, § 1; L. 1981, ch. 98, § 1; L. 1985, ch. 55, § 1; L. 1992, ch. 226, § 1; L. 1996, ch. 69, § 1; L. 1997, ch. 62, § 3; L. 1998, ch. 59, § 1; L. 2000, ch. 52, § 1; L. 2002, ch. 17, § 1; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 2; L. 1979, ch. 61, § 2; L. 1986, ch. 91, § 1; L. 1994, ch. 291, § 14; L. 1995, ch. 251, § 4; L. 1996, ch. 69, § 2; L. 1999, ch. 4, § 1; L. 2003, ch. 117, § 1; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 3; L. 1965, ch. 150, § 1; L. 1969, ch. 118, § 1; L. 1972, ch. 231, § 1; L. 1979, ch. 61, § 3; L. 1981, ch. 99, § 1; L. 1984, ch. 313, § 50; L. 1985, ch. 88, § 1; L. 1988, ch. 90, § 1; L. 1992, ch. 226, § 2; L. 1994, ch. 291, § 15; L. 1995, ch. 251, § 5; L. 1997, ch. 62, § 4; L. 2002, ch. 17, § 2; L. 2003, ch. 117, § 2; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1971, ch. 70, §§ 1–3; Repealed, L. 1996, ch. 69, § 6; July 1.
History: L. 1957, ch. 145, § 4; L. 1994, ch. 291, § 16; L. 1995, ch. 251, § 6; L. 1997, ch. 62, § 5; L. 2003, ch. 117, § 3; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 5; Repealed, L. 1997, ch. 62, § 14; July 1.
History: L. 1957, ch. 145, § 6; L. 1992, ch. 226, § 3; L. 2002, ch. 17, § 3; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 7; L. 2002, ch. 17, § 4; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 8; L. 1967, ch. 122, § 1; L. 1969, ch. 119, § 1; L. 1974, ch. 94, § 1; L. 1976, ch. 100, § 1; L. 1981, ch. 99, § 2; L. 1987, ch. 84, § 1; L. 1991, ch. 75, § 1; L. 1996, ch. 69, § 3; L. 1997, ch. 62, § 6; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 9; L. 1984, ch. 313, § 51; L. 1985, ch. 88, § 2; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 10; L. 1959, ch. 115, § 1; L. 1967, ch. 121, § 2; L. 1968, ch. 386, § 2; L. 1969, ch. 120, § 1; L. 1970, ch. 83, § 1; L. 1972, ch. 57, § 4; L. 1975, ch. 130, § 1; L. 1979, ch. 61, § 4; L. 1981, ch. 98, § 2; L. 1981, ch. 90, § 16; L. 1982, ch. 98, § 8; L. 1982, ch. 97, § 1; L. 1982, ch. 99, § 1; L. 1990, ch. 81, § 1; L. 1994, ch. 42, § 2; L. 1996, ch. 69, § 4; L. 1997, ch. 62, § 13; L. 1998, ch. 59, § 2; L. 2000, ch. 52, § 2; L. 2002, ch. 17, § 5; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 11; L. 1967, ch. 122, § 2; L. 1969, ch. 121, § 1; L. 1975, ch. 131, § 1; L. 1980, ch. 78, § 1; L. 1981, ch. 90, § 17; L. 1982, ch. 97, § 2; L. 1982, ch. 99, § 2; L. 1984, ch. 85, § 1; L. 1985, ch. 89, § 1; L. 1986, ch. 332, § 16; L. 1991, ch. 76, § 1; L. 1992, ch. 226, § 4; L. 1994, ch. 42, § 3; L. 1996, ch. 69, § 5; L. 1997, ch. 62, § 7; L. 1998, ch. 59, § 3; L. 2000, ch. 52, § 3; L. 2002, ch. 158, § 17; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1980, ch. 78, § 2; L. 1983, ch. 81, § 1; L. 1985, ch. 90, § 1; L. 1992, ch. 226, § 5; L. 1997, ch. 62, § 8; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 12; L. 1997, ch. 62, § 9; L. 2002, ch. 17, § 6; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 13; L. 1994, ch. 291, § 17; L. 1995, ch. 251, § 7; L. 2003, ch. 117, § 4; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 2003, ch. 117, § 7; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 14; L. 1984, ch. 86, § 1; L. 1988, ch. 91, § 1; L. 2003, ch. 117, § 5; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 2003, ch. 117, § 8; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 15; L. 1965, ch. 150, § 2; L. 1967, ch. 122, § 3; L. 1984, ch. 313, § 52; L. 1985, ch. 88, § 3; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1978, ch. 74, § 3; L. 1984, ch. 313, § 53; L. 1985, ch. 88, § 4; L. 1988, ch. 92, § 1; L. 1990, ch. 82, § 1; L. 2002, ch. 17, § 7; L. 2003, ch. 117, § 6; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 16; L. 1979, ch. 61, § 5; L. 1982, ch. 98, § 9; L. 1990, ch. 83, § 1; L. 1992, ch. 321, § 19; L. 1993, ch. 291, § 12; L. 1994, ch. 291, § 18; L. 1995, ch. 251, § 8; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 17; L. 1967, ch. 122, § 4; L. 1979, ch. 61, § 6; L. 1982, ch. 100, § 1; L. 1997, ch. 62, § 10; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 18; L. 1969, ch. 117, § 2; L. 1978, ch. 74, § 1; L. 1984, ch. 313, § 54; L. 1985, ch. 88, § 5; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 19; L. 1969, ch. 117, § 3; L. 1973, ch. 309, § 5; L. 1978, ch. 74, § 2; L. 1978, ch. 308, § 44; L. 1978, ch. 75, § 1; L. 1979, ch. 61, § 7; L. 1981, ch. 299, § 44; L. 1982, ch. 98, § 10; L. 1984, ch. 87, § 1; L. 1992, ch. 226, § 6; L. 1997, ch. 62, § 11; L. 2002, ch. 17, § 8; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1997, ch. 62, § 1; L. 2000, ch. 52, § 4; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1997, ch. 62, § 2; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 312, § 1; L. 1963, ch. 398, § 6; L. 1973, ch. 309, § 6; L. 1982, ch. 98, § 11; L. 1984, ch. 87, § 2; L. 1995, ch. 159, § 1; L. 2001, ch. 5, § 58; L. 2002, ch. 171, § 1; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, § 20; L. 1997, ch. 62, § 12; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1957, ch. 145, §§ 21–23; Repealed, L. 2004, ch. 154, § 65; July 1, 2005.
History: L. 1974, ch. 92, §§ 1–4; Repealed, L. 1988, ch. 93, § 14; April 21.
History: L. 1974, ch. 92, § 5; L. 1984, ch. 87, § 3; Repealed, L. 1988, ch. 93, § 14; April 21.
History: L. 1974, ch. 92, §§ 6–9; Repealed, L. 1988, ch. 93, § 14; April 21.
History: L. 1974, ch. 92, § 10; Repealed, L. 1976, ch. 101, § 1; July 1.
"Control shares" means shares that, except for this act, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person, or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person immediately after acquisition of the shares, directly or indirectly, alone or as part of a group, to exercise or direct the exercise of the voting power of the issuing public corporation, in the election of directors within any of the following ranges of voting power:
(a) One-fifth or more but less than 1/3 of all the voting power.
(b) One-third or more but less than a majority of all the voting power.
(c) A majority or more of all voting power.
History: L. 1988, ch. 93, § 1; April 21.
(a) "Control share acquisition" means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares.
(b) For purposes of this act, all shares acquired within a 120-day period, and all shares acquired pursuant to a plan to make a control share acquisition, are deemed to have been acquired in the same acquisition.
(c) The acquisition of any shares of an issuing public corporation does not constitute a control share acquisition if the acquisition is consummated in any of the following circumstances:
(1) An acquisition before, or pursuant to an agreement existing before the effective date of this act.
(2) Pursuant to a will or other testamentary disposition, the laws of descent and distribution or by inter vivos gift when the gift is made in good faith and not for the purpose of circumventing this act.
(3) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this act.
(4) Pursuant to a merger or consolidation effected in compliance with K.S.A. 17-6701 et seq., and amendments thereto, if the issuing public corporation is a party to the agreement of merger or consolidation.
(5) An acquisition from the issuing public corporation.
(6) An acquisition for the benefit of others by a person acting in good faith and not for the purpose of circumventing this act to the extent that the person may not exercise or direct the exercise of the voting power or disposition of the shares except upon the instruction of others.
(7) An acquisition by or from a person whose shares have been accorded voting rights in compliance with this act, or an acquisition from a person whose previous acquisition would have constituted a control share acquisition but for paragraphs (1) through (6) of this subsection if the acquisition entitles the person making the acquisition, directly or indirectly, alone or as part of a group, to exercise or direct the exercise of voting power of the corporation in the election of directors within a range not in excess of the range of voting power associated with the shares as previously held.
History: L. 1988, ch. 93, § 2; April 21.
"Interested shares" means the shares of an issuing public corporation with respect to which any of the following persons may exercise or direct the exercise of voting power in the election of directors of the issuing public corporation:
(a) A person or member of a group that makes or proposes to make a control share acquisition.
(b) Any officer of the issuing public corporation.
(c) Any employee of the issuing public corporation who is also a director of the corporation.
History: L. 1988, ch. 93, § 3; April 21.
(a) An "issuing public corporation" means a corporation organized under the laws of the state of Kansas that has:
(1) One hundred or more shareholders;
(2) its principal place of business or its principal office in Kansas, or that owns or controls assets within Kansas having a fair market value of more than $1,000,000; and
(3) either:
(A) More than 10% of its shareholders resident in Kansas;
(B) more than 10% of its shares owned of record or beneficially by Kansas residents; or
(C) one thousand shareholders resident in Kansas.
(b) The residence of a shareholder is presumed to be the address appearing in the records of the corporation.
History: L. 1988, ch. 93, § 4; L. 2016, ch. 110, § 10; July 1.
(a) Unless before the control acquisition a corporation's articles of incorporation or bylaws provide that this act does not apply to control share acquisitions of shares of the corporation, control shares of an issuing public corporation acquired in a control share acquisition have only such voting rights as are conferred by K.S.A. 17-1294.
(b) Notwithstanding subsection (a), the provisions of this act will not apply to control share acquisitions of an issuing public corporation for a period of six months from the effective date of this act, unless the corporation's articles of incorporation or bylaws provide that this article will apply.
History: L. 1988, ch. 93, § 5; April 21.
Any person who makes or proposes to make a control share acquisition may at the person's election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal office. The acquiring person statement must set forth all of the following:
(a) The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares.
(b) A statement that the acquiring person statement is given pursuant to this act.
(c) The number of shares of the issuing public corporation owned, directly or indirectly, by the acquiring person and each other member of the group.
(d) The range of voting power under which the control share acquisition falls or would, if consummated, fall.
(e) If the control share acquisition has not taken place:
(1) A description in reasonable detail of the terms of the proposed control share acquisition; and
(2) Representations of the acquiring person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition.
History: L. 1988, ch. 93, § 6; April 21.
(a) If the acquiring person so requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation's expenses of a special meeting, within 10 days thereafter, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition.
(b) Unless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held within 50 days after receipt by the issuing public corporation of the request.
(c) If no request is made, the voting rights to be accorded the shares acquired in the control share acquisition shall be presented to the next special or annual meeting of shareholders.
(d) If the acquiring person so requests in writing at the time of delivery of the acquiring person statement, the special meeting must not be held sooner than 30 days after receipt by the issuing public corporation of the acquiring person statement.
History: L. 1988, ch. 93, § 7; April 21.
(a) If a special meeting is requested, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting.
(b) Notice of the special or annual shareholder meeting at which the voting rights are to be considered must include or be accompanied by both of the following:
(1) A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this act.
(2) A statement by the board of directors of the corporation, authorized by its directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control share acquisition.
History: L. 1988, ch. 93, § 8; April 21.
(a) Control shares acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation.
(b) To be approved under this section, the resolution must be approved by:
(1) The affirmative vote of a majority of all outstanding shares entitled to vote in the election of directors voting by class if required by the terms of the shares; and
(2) the affirmative vote of a majority of all outstanding shares entitled to vote in the election of directors voting by class if required by the terms of the shares, excluding all interested shares.
History: L. 1988, ch. 93, § 9; April 21.
(a) Unless otherwise provided in the articles of incorporation or bylaws of an issuing public corporation before a control share acquisition has occurred or has been proposed, the issuing public corporation may call for redemption of not less than all shares acquired in a control share acquisition at a redemption price equal to the market value of the shares at the time the call for redemption is given, in the event:
(1) An acquiring person statement has not been delivered to the issuing public corporation by the acquiring person by the tenth day after the control share acquisition; or
(2) an acquiring person statement has been filed but the shareholders have voted not to accord voting rights to the control shares.
(b) The call for redemption shall be given within 30 days after the event giving the issuing public corporation the option to call for redemption and the shares shall be redeemed within 60 days after the call is given.
History: L. 1988, ch. 93, § 10; April 21.
(a) Unless otherwise provided in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred or has been proposed, in the event that control shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of all voting power, each shareholder of the issuing public corporation who objected thereto in writing and whose shares either were not entitled to vote or were not voted in favor of the control share acquisition and who files such written objection with the corporation before the taking of the vote on the control share acquisition shall have dissenters' rights as provided in K.S.A. 17-6712, and amendments thereto.
(b) As soon as practicable after these events have occurred, the board of directors shall cause a notice to be sent to all shareholders of the corporation advising them of the facts and that they have dissenters' rights to receive the fair value of their shares pursuant to K.S.A. 17-6712, and amendments thereto.
(c) As used in this section, "fair value" means a value not less than the highest price paid per share by the acquiring person in the control share acquisition.
History: L. 1988, ch. 93, § 11; April 21.
(a) As used in this section "affiliate" means a person that directly or indirectly controls, is controlled by, or is under common control with, a specified person.
(b) As used in this section "associate," when used to indicate a relationship with any person, means any of the following:
(1) Any corporation or organization of which the person is an officer, director or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class or series of shares entitled to vote or other equity interest.
(2) Any trust or estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or personal representative or in a similar fiduciary capacity.
(3) Any relative or spouse of the person, or any relative of the spouse, residing in the house of the person.
(c) Control shares acquired in a control share acquisition that do not have voting rights accorded them by approval of a resolution of shareholders shall regain their voting rights on transfer to a person other than the acquiring person or affiliate or associate of the acquiring person, unless the acquisition of the shares by the other person constitutes a control share acquisition, in which case the voting rights of the shares acquired by such other person are subject to the provisions of this act.
History: L. 1988, ch. 93, § 12; April 21.
An acquiring person, an issuing public corporation and a shareholder of an issuing public corporation may sue at law or in equity to enforce the provisions of this act.
History: L. 1988, ch. 93, § 13; April 21.
History: L. 1989, ch. 75, § 1; Repealed, L. 2016, ch. 110, § 144; July 1.
History: L. 1989, ch. 75, § 2; Repealed, L. 2016, ch. 110, § 144; July 1.
History: L. 1989, ch. 75, § 3; Repealed, L. 2016, ch. 110, § 144; July 1.
History: L. 1989, ch. 75, § 4; Repealed, L. 2016, ch. 110, § 144; July 1.
History: L. 1989, ch. 75, § 5; Repealed, L. 2016, ch. 110, § 144; July 1.
K.S.A. 17-12a101 through 17-12a703, and amendments thereto, may be cited as the Kansas uniform securities act.
History: L. 2004, ch. 154, § 1; July 1, 2005.
In this act, unless the context otherwise requires:
(1) "Administrator" means the securities commissioner of Kansas, appointed as provided in K.S.A. 75-6301, and amendments thereto.
(2) "Agent" means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities, but a partner, officer, or director of a broker-dealer or issuer, or an individual having a similar status or performing similar functions is an agent only if the individual otherwise comes within the term. The term does not include an individual excluded by rule adopted or order issued under this act.
(3) "Bank" means:
(A) A banking institution organized under the laws of the United States;
(B) a member bank of the federal reserve system;
(C) any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the comptroller of the currency pursuant to section 1 of Public Law 87-722 (12 U.S.C. section 92a), and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading this act; and
(D) a receiver, conservator, or other liquidating agent of any institution or firm included in subparagraph (A), (B), or (C).
(4) "Broker-dealer" means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. The term does not include:
(A) An agent;
(B) an issuer;
(C) a bank, savings institution, or trust company if:
(i) Its activities as a broker-dealer are limited to those specified in subsections 3(a)(4)(B)(i) through (vi) and (viii) through (x); 3(a)(4)(B)(xi) if limited to unsolicited transactions; 3(a)(5)(B); and 3(a)(5)(C) of the securities exchange act of 1934 (15 U.S.C. sections 78c(a)(4) and (5)); or
(ii) it is a bank that satisfies the conditions described in subsection 3(a)(4)(E) of the securities exchange act of 1934 (15 U.S.C. section 78c(a)(4));
(D) an international banking institution; or
(E) a person excluded by rule adopted or order issued under this act.
(5) "Depository institution" means:
(A) A bank; or
(B) a savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the federal deposit insurance corporation, the national credit union share insurance fund, or a successor authorized by federal law. The term does not include:
(i) An insurance company or other organization primarily engaged in the business of insurance;
(ii) a morris plan bank; or
(iii) an industrial loan company.
(6) "Federal covered investment adviser" means a person registered under the investment advisers act of 1940.
(7) "Federal covered security" means a security that is, or upon completion of a transaction will be, a covered security under section 18(b) of the securities act of 1933 (15 U.S.C. section 77r(b)) or rules or regulations adopted pursuant to that provision.
(8) "Filing" means the receipt under this act of a record by the administrator or a designee of the administrator.
(9) "Fraud," "deceit," and "defraud" are not limited to common law deceit.
(10) "Guaranteed" means guaranteed as to payment of all principal and all interest.
(11) "Institutional investor" means any of the following, whether acting for itself or for others in a fiduciary capacity:
(A) A depository institution or international banking institution;
(B) an insurance company;
(C) a separate account of an insurance company;
(D) an investment company as defined in the investment company act of 1940;
(E) a broker-dealer registered under the securities exchange act of 1934;
(F) an employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of $10,000,000 or its investment decisions are made by a named fiduciary, as defined in the employee retirement income security act of 1974, that is a broker-dealer registered under the securities exchange act of 1934, an investment adviser registered or exempt from registration under the investment advisers act of 1940, an investment adviser registered under this act, a depository institution, or an insurance company;
(G) a plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees, if the plan has total assets in excess of $10,000,000 or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the employee retirement income security act of 1974, that is a broker-dealer registered under the securities exchange act of 1934, an investment adviser registered or exempt from registration under the investment advisers act of 1940, an investment adviser registered under this act, a depository institution, or an insurance company;
(H) a trust, if it has total assets in excess of $10,000,000, its trustee is a depository institution, and its participants are exclusively plans of the types identified in subparagraph (F) or (G), regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans;
(I) an organization described in section 501(c)(3) of the internal revenue code (26 U.S.C. section 501(c)(3)), corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $10,000,000;
(J) a small business investment company licensed by the small business administration under Section 301(c) of the small business investment act of 1958 (15 U.S.C. section 681(c)) with total assets in excess of $10,000,000;
(K) a private business development company as defined in section 202(a)(22) of the investment advisers act of 1940 (15 U.S.C. section 80b-2(a)(22)) with total assets in excess of $10,000,000;
(L) a federal covered investment adviser acting for its own account;
(M) a "qualified institutional buyer" as defined in rule 144A(a)(1), other than rule 144A(a)(1)(i)(H), adopted under the securities act of 1933 (17 C.F.R. § 230.144A);
(N) a "major U.S. institutional investor" as defined in rule 15a-6(b)(4)(i) adopted under the securities exchange act of 1934 (17 C.F.R. § 240.15a-6);
(O) any other person, other than an individual, of institutional character with total assets in excess of $10,000,000 not organized for the specific purpose of evading this act; or
(P) any other person specified by rule adopted or order issued under this act.
(12) "Insurance company" means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state.
(13) "Insured" means insured as to payment of all principal and all interest.
(14) "International banking institution" means an international financial institution of which the United States is a member and whose securities are exempt from registration under the securities act of 1933.
(15) "Investment adviser" means a person that, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. The term includes a financial planner or other person that, as an integral component of other financially related services, provides investment advice to others for compensation as part of a business or that holds itself out as providing investment advice to others for compensation. The term does not include:
(A) An investment adviser representative;
(B) a lawyer, accountant, engineer, or teacher whose performance of investment advice is solely incidental to the practice of the person's profession;
(C) a broker-dealer or its agents whose performance of investment advice is solely incidental to the conduct of business as a broker-dealer and that does not receive special compensation for the investment advice;
(D) a publisher of a bona fide newspaper, news magazine, or business or financial publication of general and regular circulation;
(E) a federal covered investment adviser;
(F) a bank, savings institution or trust company;
(G) any other person that is excluded by the investment advisers act of 1940 from the definition of investment adviser; or
(H) any other person excluded by rule adopted or order issued under this act.
(16) "Investment adviser representative" means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds herself or himself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. The term does not include an individual who:
(A) Performs only clerical or ministerial acts;
(B) is an agent whose performance of investment advice is solely incidental to the individual acting as an agent and who does not receive special compensation for investment advisory services;
(C) is employed by or associated with a federal covered investment adviser, unless the individual has a "place of business" in this state, as that term is defined by rule adopted under section 203A of the investment advisers act of 1940 (15 U.S.C. section 80b-3a), and is:
(i) An "investment adviser representative" as that term is defined by rule adopted under section 203A of the investment advisers act of 1940 (15 U.S.C. section 80b-3a); or
(ii) not a "supervised person" as that term is defined in Section 202(a)(25) of the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-2(a)(25)); or
(D) is excluded by rule adopted or order issued under this act.
(17) "Issuer" means a person that issues or proposes to issue a security, subject to the following:
(A) The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement or instrument under which the security is issued.
(B) The issuer of an equipment trust certificate or similar security serving the same purpose is the person by which the property is or will be used or to which the property or equipment is or will be leased or conditionally sold or that is otherwise contractually responsible for assuring payment of the certificate.
(C) The issuer of a fractional undivided interest in an oil, gas, or other mineral lease or in payments out of production under a lease, right, or royalty is the owner of an interest in the lease or in payments out of production under a lease, right, or royalty, whether whole or fractional, that creates fractional interests for the purpose of sale.
(18) "Nonissuer transaction" or "nonissuer distribution" means a transaction or distribution not directly or indirectly for the benefit of the issuer.
(19) "Offer to purchase" includes an attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value. The term does not include a tender offer that is subject to section 14(d) of the securities exchange act of 1934 (15 U.S.C. § 78n(d)).
(20) "Person" means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity.
(21) "Place of business" of a broker-dealer, an investment adviser, or a federal covered investment adviser means:
(A) An office at which the broker-dealer, investment adviser, or federal covered investment adviser regularly provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients; or
(B) any other location that is held out to the general public as a location at which the broker-dealer, investment adviser, or federal covered investment adviser provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients.
(22) "Predecessor act" means the Kansas securities act repealed by K.S.A. 17-12a703, and amendments thereto.
(23) "Price amendment" means the amendment to a registration statement filed under the securities act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the securities act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.
(24) "Principal place of business" of a broker-dealer or an investment adviser means the executive office of the broker-dealer or investment adviser from which the officers, partners, or managers of the broker-dealer or investment adviser direct, control, and coordinate the activities of the broker-dealer or investment adviser.
(25) "Record," except in the phrases "of record," "official record," and "public record," means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(26) "Sale" includes every contract of sale, contract to sell, or disposition of, a security or interest in a security for value, and "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value.
(A) A security given or delivered with, or as a bonus on account of, a purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value.
(B) A gift of assessable stock is considered to involve an offer and sale.
(C) A sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, and a sale or offer of a security that gives the holder a present or future right or privilege to convert the security into another security of the same or another issuer, is considered to include an offer of the other security.
(27) "Securities and exchange commission" means the United States securities and exchange commission.
(28) "Security" means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a "security"; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. The term:
(A) Includes both a certificated and an uncertificated security;
(B) does not include an insurance or endowment policy or annuity contract under which an insurance company promises to pay a fixed or variable sum of money either in a lump sum or periodically for life or other specified period;
(C) does not include an interest in a contributory or noncontributory pension or welfare plan subject to the employee retirement income security act of 1974;
(D) includes as an "investment contract" an investment in a common enterprise with the expectation of profits to be derived primarily from the efforts of a person other than the investor. A "common enterprise" means an enterprise in which the fortunes of the investor are interwoven with those of either the person offering the investment, a third party or other investors; and
(E) "investment contract" may include an interest in a limited partnership and a limited liability company and shall include a viatical investment as defined by rule adopted or order issued under this act.
(29) "Self-regulatory organization" means a national securities exchange registered under the securities exchange act of 1934, a national securities association of broker-dealers registered under the securities exchange act of 1934, a clearing agency registered under the securities exchange act of 1934, or the municipal securities rulemaking board established under the securities exchange act of 1934.
(30) "Sign" means, with present intent to authenticate or adopt a record:
(A) To execute or adopt a tangible symbol; or
(B) to attach or logically associate with the record an electronic symbol, sound, or process.
(31) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(32) "Rules" when used in the context of the rules adopted by the administrator, means rules and regulations adopted by the administrator pursuant to this act.
History: L. 2004, ch. 154, § 2; L. 2006, ch. 47, § 1; July 1.
"Securities act of 1933" (15 U.S.C. section 77a et seq.), "securities exchange act of 1934" (15 U.S.C. section 78a et seq.), "public utility holding company act of 1935" (15 U.S.C. section 79 et seq.), "investment company act of 1940" (15 U.S.C. section 80a-1 et seq.), "investment advisers act of 1940" (15 U.S.C. section 80b-1 et seq.), "employee retirement income security act of 1974" (29 U.S.C. section 1001 et seq.), "national housing act" (12 U.S.C. section 1701 et seq.), "commodity exchange act" (7 U.S.C. Section 1 et seq.), "internal revenue code" (26 U.S.C. section 1 et seq.), "securities investor protection act of 1970" (15 U.S.C. section 78aaa et seq.), "securities litigation uniform standards act of 1998" (112 Stat. 3227), "small business investment act of 1958" (15 U.S.C. section 661 et seq.), and "electronic signatures in global and national commerce act" (15 U.S.C. section 7001 et seq.) mean those statutes and the rules and regulations adopted under those statutes, as in effect on the date of the latest amendment to any provision of this act.
History: L. 2004, ch. 154, § 3; July 1, 2005.
A reference in this act to an agency or department of the United States is also a reference to a successor agency or department.
History: L. 2004, ch. 154, § 4; July 1, 2005.
This act modifies, limits, and supersedes the federal electronic signatures in global and national commerce act, but does not modify, limit, or supersede section 101(c) of that act (15 U.S.C. section 7001(c)) or authorize electronic delivery of any of the notices described in section 103(b) of that act (15 U.S.C. section 7003(b)). This act authorizes the filing of records and signatures, when specified by provisions of this act or by a rule adopted or order issued under this act, in a manner consistent with section 104(a) of that act (15 U.S.C. section 7004(a)).
History: L. 2004, ch. 154, § 5; July 1, 2005.
The following securities are exempt from the requirements of K.S.A. 17-12a301 through 17-12a306 and 17-12a504, and amendments thereto:
(1) A security, including a revenue obligation or a separate security as defined in Rule 131 (17 C.F.R. § 230.131) adopted under the securities act of 1933, issued, insured, or guaranteed by the United States; by a state; by a political subdivision of a state; by a public authority, agency, or instrumentality of one or more states; by a political subdivision of one or more states; or by a person controlled or supervised by and acting as an instrumentality of the United States under authority granted by the congress; or a certificate of deposit for any of the foregoing;
(2) a security issued, insured, or guaranteed by a foreign government with which the United States maintains diplomatic relations, or any of its political subdivisions, if the security is recognized as a valid obligation by the issuer, insurer, or guarantor;
(3) a security issued by and representing or that will represent an interest in or a direct obligation of, or be guaranteed by:
(A) An international banking institution;
(B) a banking institution organized under the laws of the United States; a member bank of the federal reserve system; or a depository institution a substantial portion of the business of which consists or will consist of receiving deposits or share accounts that are insured to the maximum amount authorized by statute by the federal deposit insurance corporation, the national credit union share insurance fund, or a successor authorized by federal law or exercising fiduciary powers that are similar to those permitted for national banks under the authority of the comptroller of currency pursuant to section 1 of public law 87-722 (12 U.S.C. section 92a); or
(C) any other depository institution, unless by rule or order the administrator proceeds under K.S.A. 17-12a204, and amendments thereto;
(4) a security issued by and representing an interest in, or a debt of, or insured or guaranteed by, an insurance company authorized to do business in this state;
(5) a security issued or guaranteed by a railroad, other common carrier, public utility, or public utility holding company that is:
(A) Regulated in respect to its rates and charges by the United States or a state;
(B) regulated in respect to the issuance or guarantee of the security by the United States, a state, Canada, or a Canadian province or territory; or
(C) a public utility holding company registered under the public utility holding company act of 1935 or a subsidiary of such a registered holding company within the meaning of that act;
(6) (A) a federal covered security specified in section 18(b)(1) of the securities act of 1933 (15 U.S.C. section 77r(b)(1)) or by rule adopted under that provision;
(B) a security listed or approved for listing on another securities market specified by rule under this act;
(C) a put or a call option contract; a warrant; or a subscription right on or with respect to securities described in subsections (A) or (B);
(D) an option or similar derivative security on a security or an index of securities or foreign currencies issued by a clearing agency registered under the securities exchange act of 1934 and listed or designated for trading on a national securities exchange, a facility of a national securities exchange, or a facility of a national securities association registered under the securities exchange act of 1934;
(E) an offer or sale of the underlying security in connection with the offer, sale, or exercise of an option or other security that was exempt when the option or other security was written or issued; or
(F) an option or a derivative security designated by the securities and exchange commission under section 9(b) of the securities exchange act of 1934 (15 U.S.C. section 78i(b));
(7) a security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, social, athletic, or reformatory purposes, or as a chamber of commerce, and not for pecuniary profit, no part of the net earnings of which inures to the benefit of a private stockholder or other person, or a security of a company that is excluded from the definition of an investment company under Section 3(c)(10)(B) of the investment company act of 1940 (15 U.S.C. section 80a-3(c)(10)(B)). With respect to the offer or sale of a note, bond, debenture, or other evidence of indebtedness issued by such a person, a rule may be adopted under this act limiting the availability of this exemption by classifying securities, persons, and transactions, imposing different requirements for different classes, specifying with respect to paragraph (B) the scope of the exemption and the grounds for denial or suspension, and requiring an issuer:
(A) To file a notice specifying the material terms of the proposed offer or sale and copies of any proposed sales and advertising literature to be used and provide that the exemption becomes effective if the administrator does not disallow the exemption within the period established by the rule;
(B) to file a request for exemption authorization for which a rule under this act may specify the scope of the exemption, the requirement of an offering statement, the filing of sales and advertising literature, the filing of consent to service of process complying with K.S.A. 17-12a611, and grounds for denial or suspension of the exemption; or
(C) to register under K.S.A. 17-12a304;
(8) any stock or other security evidencing membership or ownership in, evidencing the right to patronize, issued in lieu of a cash patronage dividend by, or representing a debt of a cooperative organized under K.S.A. 17-1601 et seq., and amendments thereto, but the administrator, by rule or order, may require the filing of a notice and place conditions upon the exemption for sales of securities to persons who are not members within the meaning of K.S.A. 17-1606, and amendments thereto; and
(9) an equipment trust certificate with respect to equipment leased or conditionally sold to a person, if any security issued by the person would be exempt under this section or would be a federal covered security under Section 18(b)(1) of the securities act of 1933 (15 U.S.C. section 77r(b)(1)).
History: L. 2004, ch. 154, § 6; July 1, 2005.
The following transactions are exempt from the requirements of K.S.A. 17-12a301 through 17-12a306 and 17-12a504, and amendments thereto:
(1) An isolated nonissuer transaction, whether effected by or through a broker-dealer or not;
(2) a nonissuer transaction by or through a broker-dealer registered, or exempt from registration under this act, and a resale transaction by a sponsor of a unit investment trust registered under the investment company act of 1940, in a security of a class that has been outstanding in the hands of the public for at least 90 days, if, at the date of the transaction:
(A) (i) The issuer of the security is engaged in business, the issuer is not in the organizational stage or in bankruptcy or receivership, and the issuer is not a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;
(ii) the security is sold at a price reasonably related to its current market price;
(iii) the security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker-dealer as an underwriter of the security or a redistribution; and
(iv) a nationally recognized securities manual or its electronic equivalent designated by rule adopted or order issued under this act or a record filed with the securities and exchange commission that is publicly available contains:
(a) A description of the business and operations of the issuer;
(b) the names of the issuer's executive officers and the names of the issuer's directors, if any;
(c) an audited balance sheet of the issuer as of a date within 18 months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had an audited balance sheet, a pro forma balance sheet for the combined organization; and
(d) an audited income statement for each of the issuer's two immediately previous fiscal years or for the period of existence of the issuer, whichever is shorter, or, in the case of a reorganization or merger when each party to the reorganization or merger had audited income statements, a pro forma income statement; or
(B) (i) the issuer of the security has a class of equity securities listed on a national securities exchange registered under the securities exchange act of 1934 or designated for trading on the national association of securities dealers automated quotation system, unless the issuer of the security is a unit investment trust registered under the investment company act of 1940;
(ii) the issuer of the security, including its predecessors, has been engaged in continuous business for at least three years; and
(iii) the issuer of the security has total assets of at least $2,000,000 based on an audited balance sheet as of a date within 18 months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had the audited balance sheet, a pro forma balance sheet for the combined organization;
(3) a nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the board of governors of the federal reserve system;
(4) a nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act in an outstanding security if the guarantor of the security files reports with the securities and exchange commission under the reporting requirements of section 13 or 15(d) of the securities exchange act of 1934 (15 U.S.C. § 78m or 78o(d));
(5) a nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act in a security that:
(A) Is rated at the time of the transaction by a nationally recognized statistical rating organization in one of its four highest rating categories; or
(B) has a fixed maturity or a fixed interest or dividend, if:
(i) A default has not occurred during the current fiscal year or within the three previous fiscal years of the issuer and any predecessor in the payment of principal, interest, or dividends on the security; and
(ii) the issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not and has not been within the previous 12 months a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;
(6) a nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act effecting an unsolicited order or offer to purchase;
(7) a nonissuer transaction executed by a bona fide pledgee without the purpose of evading this act;
(8) a nonissuer transaction by a federal covered investment adviser with investments under management in excess of $100,000,000 acting in the exercise of discretionary authority in a signed record for the account of others;
(9) a transaction in a security, whether or not the security or transaction is otherwise exempt, in exchange for one or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, if the terms and conditions of the issuance and exchange or the delivery and exchange and the fairness of the terms and conditions have been approved by the administrator after a hearing or otherwise;
(10) a transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters;
(11) a transaction in a note, bond, debenture, or other evidence of indebtedness secured by a mortgage or other security agreement if:
(A) The note, bond, debenture, or other evidence of indebtedness is offered and sold with the mortgage or other security agreement as a unit;
(B) a general solicitation or general advertisement of the transaction is not made; and
(C) a commission or other remuneration is not paid or given, directly or indirectly, to a person not registered under this act as a broker-dealer or as an agent;
(12) a transaction by an executor, administrator of an estate, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator;
(13) a sale or offer to sell to:
(A) An institutional investor;
(B) a federal covered investment adviser; or
(C) any other person exempted by rule adopted or order issued under this act;
(14) a sale or an offer to sell securities by an issuer, if the transaction is part of a single issue in which:
(A) Not more than 25 purchasers are present in this state during any 12 consecutive months, other than those designated in paragraph (13);
(B) a general solicitation or general advertising is not made in connection with the offer to sell or sale of the securities;
(C) a commission or other remuneration is not paid or given, directly or indirectly, to a person other than a broker-dealer registered under this act or an agent registered under this act for soliciting a prospective purchaser in this state; and
(D) the issuer reasonably believes that all the purchasers in this state, other than those designated in paragraph (13), are purchasing for investment;
(15) a transaction under an offer to existing security holders of the issuer, including persons that at the date of the transaction are holders of convertible securities, options, or warrants, if a commission or other remuneration, other than a standby commission, is not paid or given, directly or indirectly, for soliciting a security holder in this state;
(16) an offer to sell, but not a sale, of a security not exempt from registration under the securities act of 1933 if:
(A) A registration or offering statement or similar record as required under the securities act of 1933 has been filed, but is not effective, or the offer is made in compliance with rule 165 adopted under the securities act of 1933 (17 C.F.R. § 230.165); and
(B) a stop order of which the offeror is aware has not been issued against the offeror by the administrator or the securities and exchange commission, and an audit, inspection, or proceeding that is public and that may culminate in a stop order is not known by the offeror to be pending;
(17) an offer to sell, but not a sale, of a security exempt from registration under the securities act of 1933 if:
(A) A registration statement has been filed under this act, but is not effective;
(B) a solicitation of interest is provided in a record to offerees in compliance with a rule adopted by the administrator under this act; and
(C) a stop order of which the offeror is aware has not been issued by the administrator under this act and an audit, inspection, or proceeding that may culminate in a stop order is not known by the offeror to be pending;
(18) a transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets, or other reorganization to which the issuer, or its parent or subsidiary and the other person, or its parent or subsidiary, are parties;
(19) a rescission offer, sale, or purchase under K.S.A. 17-12a510, and amendments thereto;
(20) an offer or sale of a security through a broker-dealer registered under this act to a person not a resident of this state and not present in this state if the offer or sale does not constitute a violation of the laws of the state or foreign jurisdiction in which the offeree or purchaser is present and is not part of an unlawful plan or scheme to evade this act;
(21) employees' stock purchase, savings, option, profit-sharing, pension, or similar employees' benefit plan, including any securities, plan interests, and guarantees issued under a compensatory benefit plan or compensation contract, contained in a record, established by the issuer, its parents, its majority-owned subsidiaries, or the majority-owned subsidiaries of the issuer's parent for the participation of their employees including offers or sales of such securities to:
(A) Directors; general partners; trustees, if the issuer is a business trust; officers; consultants; and advisors;
(B) family members who acquire such securities from those persons through gifts or domestic relations orders;
(C) former employees, directors, general partners, trustees, officers, consultants, and advisors if those individuals were employed by or providing services to the issuer when the securities were offered; and
(D) insurance agents who are exclusive insurance agents of the issuer, or the issuer's subsidiaries or parents, or who derive more than 50% of their annual income from those organizations;
(22) a transaction involving:
(A) A stock dividend or equivalent equity distribution, whether the corporation or other business organization distributing the dividend or equivalent equity distribution is the issuer or not, if nothing of value is given by stockholders or other equity holders for the dividend or equivalent equity distribution other than the surrender of a right to a cash or property dividend if each stockholder or other equity holder may elect to take the dividend or equivalent equity distribution in cash, property, or stock;
(B) an act incident to a judicially approved reorganization in which a security is issued in exchange for one or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash; or
(C) the solicitation of tenders of securities by an offeror in a tender offer in compliance with rule 162 adopted under the securities act of 1933 (17 C.F.R. § 230.162);
(23) a nonissuer transaction in an outstanding security by or through a broker-dealer registered or exempt from registration under this act, if the issuer is a reporting issuer in a foreign jurisdiction designated by this paragraph or by rule adopted or order issued under this act; has been subject to continuous reporting requirements in the foreign jurisdiction for not less than 180 days before the transaction; and the security is listed on the foreign jurisdiction's securities exchange that has been designated by this paragraph or by rule adopted or order issued under this act, or is a security of the same issuer that is of senior or substantially equal rank to the listed security or is a warrant or right to purchase or subscribe to any of the foregoing. For purposes of this paragraph, Canada, together with its provinces and territories, is a designated foreign jurisdiction and the Toronto stock exchange, inc., is a designated securities exchange. After an administrative hearing in compliance with the Kansas administrative procedure act, the administrator, by rule adopted or order issued under this act, may revoke the designation of a securities exchange under this paragraph, if the administrator finds that revocation is necessary or appropriate in the public interest and for the protection of investors; or
(24) a transaction involving an interest in oil, gas or other mineral rights that is conducted in compliance with a rule adopted or order issued under this act. In the rule or order, the administrator may limit the availability of other exemptions provided herein for transactions involving interests in oil, gas or other mineral rights.
History: L. 2004, ch. 154, § 7; L. 2006, ch. 47, § 2; July 1.
A rule adopted or order issued under this act may exempt a security, transaction, or offer; a rule under this act may exempt a class of securities, transactions, or offers from any or all of the requirements of K.S.A. 17-12a301 through 17-12a306 and 17-12a504, and amendments thereto; and an order under this act may waive, in whole or in part, any or all of the conditions for an exemption or offer under K.S.A. 17-12a201 and 17-12a202, and amendments thereto.
History: L. 2004, ch. 154, § 8; July 1, 2005.
(a) Except with respect to a federal covered security or a transaction involving a federal covered security, an order under this act may deny, suspend application of, condition, limit, or revoke an exemption created under K.S.A. 17-12a201(3)(C), (7) or (8) or 17-12a202, and amendments thereto, or an exemption or waiver created under K.S.A. 17-12a203, and amendments thereto, with respect to a specific security, transaction, or offer. An order under this section may be issued only pursuant to the procedures in K.S.A. 17-12a306(d) or 17-12a604, and amendments thereto, and only prospectively.
(b) Knowledge of order required. A person does not violate K.S.A. 17-12a301, 17-12a303 through 17-12a306, 17-12a504 or 17-12a510, and amendments thereto, by an offer to sell, offer to purchase, sale, or purchase effected after the entry of an order issued under this section if the person did not know, and in the exercise of reasonable care could not have known, of the order.
(c) Nothing in this section shall be construed to exempt any person from the anti-fraud provisions of K.S.A. 17-12a501, and amendments thereto, nor shall any exemption contained in K.S.A. 17-12a201 through 17-12a203, and amendments thereto, be construed to provide relief from any other provision of this article if the sale of such security would violate the provisions of K.S.A. 17-12a501, and amendments thereto.
History: L. 2004, ch. 154, § 9; L. 2015, ch. 70, § 1; July 1.
The administrator may by rules and regulations set a fee not to exceed $2,500 for an application or filing made in connection with any exemption from securities registration.
History: L. 2004, ch. 154, § 10; July 1, 2005.
It is unlawful for a person to offer or sell a security in this state unless:
(1) The security is a federal covered security;
(2) the security, transaction, or offer is exempted from registration under K.S.A. 17-12a201 through 17-12a203, and amendments thereto; or
(3) the security is registered under this act.
History: L. 2004, ch. 154, § 11; July 1, 2005.
(a)
Required filing of records.
With respect to a federal covered security, as defined in section 18(b)(2) of the securities act of 1933 (15 U.S.C. § 77r(b)(2)), that is not otherwise exempt under K.S.A. 17-12a201 through 17-12a203, and amendments thereto, a rule adopted or order issued under this act may require the filing of any or all of the following records:
(1) Before the initial offer of a federal covered security in this state, all records that are part of a federal registration statement filed with the securities and exchange commission under the securities act of 1933 and a consent to service of process complying with K.S.A. 17-12a611, and amendments thereto, signed by the issuer and the payment of a fee not to exceed $2,500;
(2) after the initial offer of the federal covered security in this state, all records that are part of an amendment to a federal registration statement filed with the securities and exchange commission under the securities act of 1933; and
(3) to the extent necessary or appropriate to compute fees, a report of the value of the federal covered securities sold or offered to persons present in this state, if the sales data are not included in records filed with the securities and exchange commission and payment of a fee not to exceed $2,500.
(b)
Notice filing effectiveness and renewal.
A notice filing under subsection (a) is effective for one year commencing on the later of the notice filing or the effectiveness of the offering filed with the securities and exchange commission. On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the securities and exchange commission that are required by rule or order under this act to be filed and by paying a renewal fee not to exceed $2,500. A previously filed consent to service of process complying with K.S.A. 17-12a611, and amendments thereto, may be incorporated by reference in a renewal. A renewed notice filing becomes effective upon the expiration of the filing being renewed.
(c)
Notice filings for federal covered securities under section 18(b)(4)(F).
With respect to a security that is a federal covered security under section 18(b)(4)(F) of the securities act of 1933 (15 U.S.C. § 77r(b)(4)(F)), a rule under this act may require: (1) A notice filing by or on behalf of an issuer to include a copy of form D, including the appendix, as promulgated by the securities and exchange commission, and a consent to service of process complying with K.S.A. 17-12a611, and amendments thereto, signed by the issuer, not later than 15 days after the first sale of the federal covered security in this state; and (2) the payment of a fee not to exceed $2,500 for a timely filing and the payment of a fee not to exceed $5,000 for any late filing.
(d)
Stop orders.
Except with respect to a federal security under section 18(b)(1) of the securities act of 1933 (15 U.S.C. § 77r(b)(1)), if the administrator finds that there is a failure to comply with a notice or fee requirement of this section, the administrator may issue a stop order suspending the offer and sale of a federal covered security in this state. If the deficiency is corrected, the stop order is void as of the time of its issuance and no penalty may be imposed by the administrator other than a late filing fee.
History: L. 2004, ch. 154, § 12; L. 2013, ch. 65, § 1; L. 2017, ch. 81, § 12; July 1.
(a)
Registration permitted.
A security for which a registration statement has been filed under the securities act of 1933 in connection with the same offering may be registered by coordination under this section.
(b)
Required records.
A registration statement and accompanying records under this section must contain or be accompanied by the following records in addition to the information specified in K.S.A. 17-12a305, and amendments thereto, and a consent to service of process complying with K.S.A. 17-12a611, and amendments thereto:
(1) A copy of the latest form of prospectus filed under the securities act of 1933;
(2) a copy of the articles of incorporation and bylaws or their substantial equivalents currently in effect; a copy of any agreement with or among underwriters; a copy of any indenture or other instrument governing the issuance of the security to be registered; and a specimen, copy, or description of the security that is required by rule adopted or order issued under this act;
(3) copies of any other information or any other records filed by the issuer under the securities act of 1933 requested by the administrator; and
(4) an undertaking to forward each amendment to the federal prospectus, other than an amendment that delays the effective date of the registration statement, promptly after it is filed with the securities and exchange commission.
(c)
Conditions for effectiveness of registration statement.
A registration statement under this section becomes effective simultaneously with or subsequent to the federal registration statement when all the following conditions are satisfied:
(1) A stop order under subsection (d) or K.S.A. 17-12a306, and amendments thereto, or issued by the securities and exchange commission is not in effect, and a proceeding is not pending against the issuer under K.S.A. 17-12a306, and amendments thereto, and the administrator has not given written notice of deficiencies that are unresolved and that would constitute grounds for a stop order under K.S.A. 17-12a306, and amendments thereto; and
(2) the registration statement has been on file for at least 20 days or a shorter period provided by rule adopted or order issued under this act.
(d)
Notice of federal registration statement effectiveness.
The registrant shall promptly notify the administrator in a record of the date when the federal registration statement becomes effective and the content of any price amendment and shall promptly file a record containing the price amendment. If the notice is not timely received, the administrator may issue a stop order, without prior notice or hearing, retroactively denying effectiveness to the registration statement or suspending its effectiveness until compliance with this section. The administrator shall promptly notify the registrant of an order by telephone or electronic means and promptly confirm this notice by a record. If the registrant subsequently complies with the notice requirements of this section, the stop order is void as of the date of its issuance.
(e)
Effectiveness of registration statement.
If the federal registration statement becomes effective before each of the conditions in this section is satisfied or is waived by the administrator, the registration statement is automatically effective under this act when all the conditions are satisfied or waived. If the registrant notifies the administrator of the date when the federal registration statement is expected to become effective, the administrator shall promptly notify the registrant by a record, indicating whether all the conditions are satisfied or waived and whether the administrator intends the institution of a proceeding under K.S.A. 17-12a306, and amendments thereto. The notice by the administrator does not preclude the institution of such a proceeding.
History: L. 2004, ch. 154, § 13; July 1, 2005.
(a)
Registration permitted.
A security may be registered by qualification under this section.
(b)
Required records.
A registration statement under this section must contain the information or records specified in K.S.A. 17-12a305, and amendments thereto, a consent to service of process complying with K.S.A. 17-12a611, and amendments thereto, and the following information or records unless waived by the administrator for good cause shown:
(1) With respect to the issuer and any significant subsidiary, its name, address, and form of organization; the state or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged;
(2) with respect to each director and officer of the issuer, and other person having a similar status or performing similar functions, the person's name, address, and principal occupation for the previous five years; the amount of securities of the issuer held by the person as of the 30th day before the filing of the registration statement; the amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and a description of any material interest of the person in any material transaction with the issuer or a significant subsidiary effected within the previous three years or proposed to be effected;
(3) with respect to persons covered by paragraph (2), the aggregate sum of the remuneration paid to those persons during the previous 12 months and estimated to be paid during the next 12 months, directly or indirectly, by the issuer and all predecessors, parents, subsidiaries, and affiliates of the issuer;
(4) with respect to a person owning of record or owning beneficially, if known, 10% or more of the outstanding shares of any class of equity security of the issuer, the information specified in paragraph (2) other than the person's occupation;
(5) with respect to a promoter, if the issuer was organized within the previous three years, the information or records specified in paragraph (2), any amount paid to the promoter within that period or intended to be paid to the promoter, and the consideration for the payment;
(6) with respect to a person on whose behalf any part of the offering is to be made in a nonissuer distribution, the person's name and address; the amount of securities of the issuer held by the person as of the date of the filing of the registration statement; a description of any material interest of the person in any material transaction with the issuer or any significant subsidiary effected within the previous three years or proposed to be effected; and a statement of the reasons for making the offering;
(7) the capitalization and long term debt, on both a current and pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else of value, for which the issuer or any subsidiary has issued its securities within the previous two years or is obligated to issue its securities;
(8) the kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class; the basis on which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finder's fees, including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of each underwriter and each recipient of a finder's fee; a copy of any underwriting or selling group agreement under which the distribution is to be made or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities that are to be offered otherwise than through an underwriter;
(9) the estimated monetary proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the estimated amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of the funds; and, if a part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons that have received commissions in connection with the acquisition, and the amounts of the commissions and other expenses in connection with the acquisition, including the cost of borrowing money to finance the acquisition;
(10) a description of any stock options or other security options outstanding, or to be created in connection with the offering, and the amount of those options held or to be held by each person required to be named in paragraph (2), (4), (5), (6), or (8) and by any person that holds or will hold 10% or more in the aggregate of those options;
(11) the dates of, parties to, and general effect concisely stated of each managerial or other material contract made or to be made otherwise than in the ordinary course of business to be performed in whole or in part at or after the filing of the registration statement or that was made within the previous two years, and a copy of the contract;
(12) a description of any pending litigation, action, or proceeding to which the issuer is a party and that materially affects its business or assets, and any litigation, action, or proceeding known to be contemplated by governmental authorities;
(13) a copy of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering and any solicitation of interest used in compliance with K.S.A. 17-12a202 (17)(B), and amendments thereto;
(14) a specimen or copy of the security being registered, unless the security is uncertificated; a copy of the issuer's articles of incorporation and bylaws or their substantial equivalents, in effect; and a copy of any indenture or other instrument covering the security to be registered;
(15) a signed or conformed copy of an opinion of counsel concerning the legality of the security being registered, with an English translation if it is in a language other than English, which states whether the security when sold will be validly issued, fully paid, and nonassessable and, if a debt security, a binding obligation of the issuer;
(16) a signed or conformed copy of a consent of any accountant, engineer, appraiser, or other person whose profession gives authority for a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than an official record that is public, which is used in connection with the registration statement;
(17) a balance sheet of the issuer as of a date within four months before the filing of the registration statement; a statement of income and a statement of cash flows for each of the three fiscal years preceding the date of the balance sheet and for any period between the close of the immediately previous fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessor's existence if less than three years; and, if any part of the proceeds of the offering is to be applied to the purchase of a business, the financial statements that would be required if that business were the registrant; and
(18) any additional information or records required by rule adopted or order issued under this act.
(c)
Conditions for effectiveness of registration statement.
A registration statement under this section becomes effective 30 days, or any shorter period provided by rule adopted or order issued under this act, after the date the registration statement or the last amendment other than a price amendment is filed, if:
(1) A stop order is not in effect and a proceeding is not pending under K.S.A. 17-12a306, and amendments thereto;
(2) the administrator has not issued an order under K.S.A. 17-12a306, and amendments thereto, delaying effectiveness; and
(3) the applicant or registrant has not requested that effectiveness be delayed.
(d)
Delay of effectiveness of registration statement.
The administrator may delay effectiveness once for not more than 90 days if the administrator determines the registration statement is not complete in all material respects and promptly notifies the applicant or registrant of that determination. The administrator may also delay effectiveness for a further period of not more than 30 days if the administrator determines that the delay is necessary or appropriate.
(e)
Prospectus distribution may be required.
A rule adopted or order issued under this act may require as a condition of registration under this section that a prospectus containing a specified part of the information or record specified in subsection (b) be sent or given to each person to which an offer is made, before or concurrently, with the earliest of:
(1) The first offer made in a record to the person otherwise than by means of a public advertisement, by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker-dealer that is offering part of an unsold allotment or subscription taken by the person as a participant in the distribution;
(2) the confirmation of a sale made by or for the account of the person;
(3) payment pursuant to such a sale; or
(4) delivery of the security pursuant to such a sale.
History: L. 2004, ch. 154, § 14; July 1, 2005.
(a) Who may file. A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this act.
(b) Filing fee. A person filing a registration statement shall pay a fee established by the administrator by rule or order, but not more than $2,500 for each year that the registration statement is effective. If a registration statement is withdrawn before the effective date or a preeffective stop order is issued under K.S.A. 17-12a306, and amendments thereto, the administrator shall retain an amount of the fee established by the administrator by rule or order.
(c) Status of offering. A registration statement filed under K.S.A. 17-12a303 or 17-12a304, and amendments thereto, must specify:
(1) The amount of securities to be offered in this state;
(2) the states in which a registration statement or similar record in connection with the offering has been or is to be filed; and
(3) any adverse order, judgment, or decree issued in connection with the offering by a state securities regulator, the securities and exchange commission, or a court.
(d) Incorporation by reference. A record filed under this act or the predecessor act within five years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate.
(e) Nonissuer distribution. In the case of a nonissuer distribution, information or a record may not be required under subsection (i) or K.S.A. 17-12a304, and amendments thereto, unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.
(f) Escrow and impoundment. A rule adopted or order issued under this act may require as a condition of registration that a security issued within the previous five years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow; and that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere. The conditions of any escrow or impoundment required under this subsection may be established by rule adopted or order issued under this act, but the administrator may not reject a depository institution solely because of its location in another state.
(g) Form of subscription. A rule adopted or order issued under this act may require as a condition of registration that a security registered under this act be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this act or preserved for a period specified by the rule or order, which may not be longer than five years.
(h) Effective period. Except while a stop order is in effect under K.S.A. 17-12a306, and amendments thereto, a registration statement is effective for one year after its effective date, or for any longer period designated by rule adopted or order issued under this act during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this act are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one year after its effective date. A registration statement may be withdrawn only with the approval of the administrator.
(i) Periodic reports. While a registration statement is effective, a rule adopted or order issued under this act may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering.
(j) Posteffective amendments. A registration statement shall be amended after its effective date if there are material changes in information or documents in the registration statement or if there is an increase in the aggregate amount of securities offered or sold in this state. The posteffective amendment becomes effective when filed with the administrator. If a posteffective amendment is made to increase the number of securities specified to be offered or sold, the person filing the amendment shall pay a registration fee based upon the increase in such price calculated in accordance with the rate and fee specified in subsection (b). If a posteffective amendment for registration of additional securities and payment of additional fees is not filed in a timely manner, there shall be no penalty assessed if the amendment is filed and the additional registration fee is paid within one year after the date the additional securities are sold in this state.
History: L. 2004, ch. 154, § 15; L. 2006, ch. 47, § 3; July 1.
(a)
Stop orders.
The administrator may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, a registration statement if the administrator finds that the order is in the public interest and that:
(1) The registration statement as of its effective date or before the effective date in the case of an order denying effectiveness, an amendment under K.S.A. 17-12a305(j), and amendments thereto, as of its effective date, or a report under K.S.A. 17-12a305(i), and amendments thereto, is incomplete in a material respect or contains a statement that, in the light of the circumstances under which it was made, was false or misleading with respect to a material fact;
(2) this act or a rule adopted or order issued under this act or a condition imposed under this act has been willfully violated, in connection with the offering, by:
(A) The person filing the registration statement, but only if such person is directly or indirectly controlled by or acting for the issuer;
(B) the issuer, a partner, officer, or director of the issuer or a person having a similar status or performing a similar function;
(C) a promoter of the issuer;
(D) a person directly or indirectly controlling or controlled by the issuer; or
(E) an underwriter;
(3) the security registered or sought to be registered is the subject of a permanent or temporary injunction of a court of competent jurisdiction or an administrative stop order or similar order issued under any federal, foreign, or state law other than this act applicable to the offering, but the administrator may not institute a proceeding against an effective registration statement under this paragraph more than one year after the date of the order or injunction on which it is based, and the administrator may not issue an order under this paragraph on the basis of an order or injunction issued under the securities act of another state unless the order or injunction was based on conduct that would constitute, as of the date of the order, a ground for a stop order under this section;
(4) the issuer's enterprise or method of business includes or would include activities that are unlawful where performed or in this state;
(5) with respect to a security sought to be registered under K.S.A. 17-12a303, and amendments thereto, there has been a failure to comply with the undertaking required by K.S.A. 17-12a303(b)(4), and amendments thereto;
(6) the applicant or registrant has not paid the filing fee, but the administrator shall void the order if the deficiency is corrected;
(7) the offering:
(A) Will work or tend to work a fraud upon purchasers or would so operate;
(B) has been or would be made with unreasonable amounts of underwriters' and sellers' discounts, commissions, or other compensation, or promoters' profits or participations, or unreasonable amounts or kinds of options; or
(C) is being made on terms that are unfair, unjust, or inequitable;
(b)
Enforcement of subsection (a)(7).
To the extent practicable, the administrator by rule adopted or order issued under this act shall publish standards that provide notice of conduct that violates subsection (a)(7).
(c)
Institution of stop order.
The administrator may not institute a stop order proceeding against an effective registration statement on the basis of conduct or a transaction known to the administrator when the registration statement became effective unless the proceeding is instituted within 30 days after the registration statement became effective.
(d)
Summary process.
The administrator may summarily revoke, deny, postpone, or suspend the effectiveness of a registration statement pending final determination of an administrative proceeding. Upon the issuance of the order, the administrator shall promptly notify each person specified in subsection (e) that the order has been issued, the reasons for the revocation, denial, postponement, or suspension, and that within 15 days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the administrator, within 30 days after the date of service of the order, the order becomes final. If a hearing is requested or ordered, the administrator, after notice of and opportunity for hearing for each person subject to the order, may modify or vacate the order or extend the order until final determination.
(e)
Procedural requirements for stop order.
(1) A stop order may not be issued under this section without:
(A) Appropriate notice to the applicant or registrant, the issuer, and the person on whose behalf the securities are to be or have been offered;
(B) an opportunity for hearing; and
(C) findings of fact and conclusions of law in a record.
(2) Any proceeding under this section shall be done in accordance with the Kansas administrative procedure act.
(f)
Modification or vacation of stop order.
The administrator may modify or vacate a stop order issued under this section if the administrator finds that the conditions that caused its issuance have changed or that it is necessary or appropriate in the public interest or for the protection of investors.
History: L. 2004, ch. 154, § 16; July 1, 2005.
The administrator may waive or modify, in whole or in part, any or all of the requirements of K.S.A. 17-12a302, 17-12a303 and 17-12a304(b), and amendments thereto, or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to K.S.A. 17-12a305(i), and amendments thereto.
History: L. 2004, ch. 154, § 17; July 1, 2005.
(a)
Registration requirement.
It is unlawful for a person to transact business in this state as a broker-dealer unless the person is registered under this act as a broker-dealer or is exempt from registration as a broker-dealer under subsection (b) or (d).
(b)
Exemptions from registration.
The following persons are exempt from the registration requirement of subsection (a):
(1) A broker-dealer without a place of business in this state if its only transactions effected in this state are with:
(A) The issuer of the securities involved in the transactions;
(B) a broker-dealer registered under this act or not required to be registered as a broker-dealer under this act;
(C) an institutional investor;
(D) a nonaffiliated federal covered investment adviser with investments under management in excess of $100,000,000 acting for the account of others pursuant to discretionary authority in a signed record;
(E) a bona fide preexisting customer whose principal place of residence is not in this state and the broker-dealer is registered as a broker-dealer under the securities exchange act of 1934 or not required to be registered under the securities exchange act of 1934 and is registered under the securities act of the state in which the customer maintains a principal place of residence;
(F) a bona fide preexisting customer whose principal place of residence is in this state but was not present in this state when the customer relationship was established, if:
(i) The broker-dealer is registered under the securities exchange act of 1934 or not required to be registered under the securities exchange act of 1934 and is registered under the securities laws of the state in which the customer relationship was established and where the customer had maintained a principal place of residence; and
(ii) within 45 days after the customer's first transaction in this state, the person files an application for registration as a broker-dealer in this state and a further transaction is not effected more than 75 days after the date on which the application is filed, or, if earlier, the date on which the administrator notifies the person that the administrator has denied the application for registration or has stayed the pendency of the application for good cause;
(G) not more than three customers in this state during the previous 12 months, in addition to those customers specified in subparagraphs (A) through (F) and under subparagraph (H), if the broker-dealer is registered under the securities exchange act of 1934 or not required to be registered under the securities exchange act of 1934 and is registered under the securities act of the state in which the broker-dealer has its principal place of business; and
(H) any other person exempted by rule adopted or order issued under this act; and
(2) a person that deals solely in United States government securities and is supervised as a dealer in government securities by the board of governors of the federal reserve system, the comptroller of the currency, the federal deposit insurance corporation, or the office of thrift supervision.
(c)
Limits on employment or association.
It is unlawful for a broker-dealer, or for an issuer engaged in offering, offering to purchase, purchasing, or selling securities in this state, directly or indirectly, to employ or associate with an individual to engage in an activity related to securities transactions in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with a broker-dealer, an issuer, an investment adviser, or a federal covered investment adviser by an order of the administrator under this act, the securities and exchange commission, or a self-regulatory organization. A broker-dealer or issuer does not violate this subsection if the broker-dealer or issuer did not know and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from a broker-dealer or issuer and for good cause, an order under this act may modify or waive, in whole or in part, the application of the prohibitions of this subsection to the broker-dealer.
(d)
Foreign transactions.
A rule adopted or order issued under this act may permit:
(1) A broker-dealer that is registered in Canada or other foreign jurisdiction and that does not have a place of business in this state to effect transactions in securities with or for, or attempt to effect the purchase or sale of any securities by:
(A) An individual from Canada or other foreign jurisdiction who is temporarily present in this state and with whom the broker-dealer had a bona fide customer relationship before the individual entered the United States;
(B) an individual from Canada or other foreign jurisdiction who is present in this state and whose transactions are in a self-directed tax advantaged retirement plan of which the individual is the holder or contributor in that foreign jurisdiction; or
(C) an individual who is present in this state, with whom the broker-dealer customer relationship arose while the individual was temporarily or permanently resident in Canada or the other foreign jurisdiction; and
(2) an agent who represents a broker-dealer that is exempt under this subsection to effect transactions in securities or attempt to effect the purchase or sale of securities in this state as permitted for a broker-dealer described in paragraph (1).
History: L. 2004, ch. 154, § 18; July 1, 2005.
(a) Registration requirement. It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this act as an agent or is exempt from registration as an agent under subsection (b).
(b) Exemptions from registration. The following individuals are exempt from the registration requirement of subsection (a):
(1) An individual who represents a broker-dealer in effecting transactions in this state limited to those described in section 15(i)(3) of the securities exchange act of 1934 (15 U.S.C. § 78o(i)(3));
(2) an individual who represents a broker-dealer that is exempt under K.S.A. 17-12a401(b) or (d), and amendments thereto;
(3) an individual who represents an issuer with respect to an offer or sale of the issuer's own securities or those of the issuer's parent or any of the issuer's subsidiaries, and who is not compensated in connection with the individual's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;
(4) an individual who represents an issuer and who effects transactions in the issuer's securities exempted by K.S.A. 17-12a202, and amendments thereto, other than K.S.A. 17-12a202(11) and (14), and amendments thereto;
(5) an individual who represents an issuer that effects transactions solely in federal covered securities of the issuer, but an individual who effects transactions in a federal covered security under section 18(b)(3) or 18(b)(4)(F) of the securities act of 1933 (15 U.S.C. § 77r(b)(3) or 77r(b)(4)(F)) is not exempt if the individual is compensated in connection with the agent's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;
(6) an individual who represents a broker-dealer registered in this state under K.S.A. 17-12a401(a), and amendments thereto, or exempt from registration under K.S.A. 17-12a401(b), and amendments thereto, in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of $100,000,000 acting for the account of others pursuant to discretionary authority in a signed record;
(7) an individual who represents an issuer in connection with the purchase of the issuer's own securities;
(8) an individual who represents an issuer and who restricts participation to performing clerical or ministerial acts; or
(9) any other individual exempted by rule adopted or order issued under this act.
(c) Registration effective only while employed or associated. The registration of an agent is effective only while the agent is employed by or associated with a broker-dealer registered under this act or an issuer that is offering, selling, or purchasing its securities in this state.
(d) Limit on employment or association. It is unlawful for a broker-dealer, or an issuer engaged in offering, selling, or purchasing securities in this state, to employ or associate with an agent who transacts business in this state on behalf of broker-dealers or issuers unless the agent is registered under subsection (a) or exempt from registration under subsection (b).
(e) Limit on affiliations. An individual may not act as an agent for more than one broker-dealer or one issuer at a time, unless the broker-dealer or the issuer for which the agent acts are affiliated by direct or indirect common control or are authorized by rule or order under this act.
History: L. 2004, ch. 154, § 19; L. 2013, ch. 65, § 2; L. 2017, ch. 81, § 13; July 1.
(a)
Registration requirement.
It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this act as an investment adviser or is exempt from registration as an investment adviser under subsection (b).
(b)
Exemptions from registration.
The following persons are exempt from the registration requirement of subsection (a):
(1) A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are:
(A) Federal covered investment advisers, investment advisers registered under this act, or broker-dealers registered under this act;
(B) institutional investors;
(C) bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or
(D) any other client exempted by rule adopted or order issued under this act;
(2) a person without a place of business in this state if the person has had, during the preceding 12 months, not more than five clients that are resident in this state in addition to those specified under paragraph (1); or
(3) any other person exempted by rule adopted or order issued under this act.
(c)
Limits on employment or association.
It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this act, the securities and exchange commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the administrator, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.
(d)
Investment adviser representative registration required.
It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this act as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under K.S.A. 17-12a404(a), and amendments thereto, or is exempt from registration under K.S.A. 17-12a404(b), and amendments thereto.
History: L. 2004, ch. 154, § 20; July 1, 2005.
(a)
Registration requirement.
It is unlawful for an individual to transact business in this state as an investment adviser representative unless the individual is registered under this act as an investment adviser representative or is exempt from registration as an investment adviser representative under subsection (b).
(b)
Exemptions from registration.
The following individuals are exempt from the registration requirement of subsection (a):
(1) An individual who is exclusively employed by or associated with an investment adviser that is exempt from registration under K.S.A. 17-12a403(b), and amendments thereto, or a federal covered investment adviser that is excluded from the notice filing requirements of K.S.A. 17-12a405, and amendments thereto; and
(2) any other individual exempted by rule adopted or order issued under this act.
(c)
Registration effective only while employed or associated.
The registration of an investment adviser representative is not effective while the investment adviser representative is not employed by or associated with an investment adviser registered under this act or a federal covered investment adviser that has made or is required to make a notice filing under K.S.A. 17-12a405, and amendments thereto.
(d)
Limit on affiliations.
An individual may transact business as an investment adviser representative for more than one investment adviser or federal covered investment adviser unless a rule adopted or order issued under this act prohibits or limits an individual from acting as an investment adviser representative for more than one investment adviser or federal covered investment adviser.
(e)
Limits on employment or association.
It is unlawful for an individual acting as an investment adviser representative, directly or indirectly, to conduct business in this state on behalf of an investment adviser or a federal covered investment adviser if the registration of the individual as an investment adviser representative is suspended or revoked or the individual is barred from employment or association with an investment adviser or a federal covered investment adviser by an order under this act, the securities and exchange commission, or a self-regulatory organization. Upon request from a federal covered investment adviser and for good cause, the administrator, by order issued, may waive, in whole or in part, the application of the requirements of this subsection to the federal covered investment adviser.
(f)
Referral fees.
An investment adviser registered under this act, a federal covered investment adviser that has filed a notice under K.S.A. 17-12a405, and amendments thereto, or a broker-dealer registered under this act is not required to employ or associate with an individual as an investment adviser representative if the only compensation paid to the individual for a referral of investment advisory clients is paid to an investment adviser registered under this act, a federal covered investment adviser who has filed a notice under K.S.A. 17-12a405, and amendments thereto, or a broker-dealer registered under this act with which the individual is employed or associated as an investment adviser representative.
History: L. 2004, ch. 154, § 21; July 1, 2005.
(a)
Notice filing requirement.
Except with respect to a federal covered investment adviser described in subsection (b), it is unlawful for a federal covered investment adviser to transact business in this state as a federal covered investment adviser unless the federal covered investment adviser complies with subsection (c).
(b)
Notice filing requirement not required.
The following federal covered investment advisers are not required to comply with subsection (c):
(1) A federal covered investment adviser without a place of business in this state if its only clients in this state are:
(A) Federal covered investment advisers, investment advisers registered under this act, and broker-dealers registered under this act;
(B) institutional investors;
(C) bona fide preexisting clients whose principal places of residence are not in this state; or
(D) other clients specified by rule adopted or order issued under this act;
(2) a federal covered investment adviser without a place of business in this state if it has had, during the preceding 12 months, not more than five clients that are resident in this state in addition to those specified under paragraph (1); and
(3) any other person excluded by rule adopted or order issued under this act.
(c)
Notice filing procedure.
A person acting as a federal covered investment adviser, not excluded under subsection (b), shall file a notice, a consent to service of process complying with K.S.A. 17-12a611, and amendments thereto, and such records as have been filed with the securities and exchange commission under the investment advisers act of 1940 required by rule adopted or order issued under this act and pay the fees specified in K.S.A. 17-12a410(a)(5), and amendments thereto.
(d)
Effectiveness of filing.
The notice under subsection (c) becomes effective upon its filing, and shall expire on December 31 each year, unless renewed.
History: L. 2004, ch. 154, § 22; L. 2006, ch. 47, § 4; July 1.
(a)
Application for initial registration.
A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with K.S.A. 17-12a611, and amendments thereto, and paying the fee specified in K.S.A. 17-12a410, and amendments thereto, and any reasonable fees charged by the designee of the administrator for processing the filing. The application must contain:
(1) The information or record required for the filing of a uniform application; and
(2) upon request by the administrator, any other financial or other information or record that the administrator determines is appropriate.
(b)
Amendment.
If the information or record contained in an application filed under subsection (a) is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.
(c)
Effectiveness of registration.
If the administrator finds that the applicant and, if applicable, the officers, directors or partners of the applicant are of sufficient character and reputation to warrant the public trust, and an order is not in effect and a proceeding is not pending under K.S.A. 17-12a412, and amendments thereto, registration becomes effective at noon on the 45th day after a completed application is filed, unless the registration is denied or the administrator has given written notice of deficiencies that are unresolved and that would constitute grounds for denial under K.S.A. 17-12a412, and amendments thereto. A rule adopted or order issued under this act may set an earlier effective date or may defer the effective date until noon on the 45th day after the filing of any amendment completing the application.
(d)
Registration renewal.
A registration is effective until midnight on December 31 of the year for which the application for registration is filed. Unless an order is in effect under K.S.A. 17-12a412, and amendments thereto, a registration may be automatically renewed each year by filing such records as are required by rule adopted or order issued under this act, by paying the fee specified in K.S.A. 17-12a410, and amendments thereto, and by paying costs charged by the designee of the administrator for processing the filings.
(e)
Additional conditions or waivers.
A rule adopted or order issued under this act may impose other conditions not inconsistent with the national securities markets improvement act of 1996. An order issued under this act may waive, in whole or in part, specific requirements in connection with registration as are in the public interest and for the protection of investors.
History: L. 2004, ch. 154, § 23; L. 2006, ch. 47, § 5; July 1.
(a)
Succession.
A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of an investment adviser or notice filing of another federal covered investment adviser, by filing as a successor an application for registration pursuant to K.S.A. 17-12a401 or 17-12a403, and amendments thereto, or a notice pursuant to K.S.A. 17-12a405, and amendments thereto, for the unexpired portion of the current registration or notice filing.
(b)
Organizational change.
A broker-dealer or investment adviser that changes its form of organization or state of incorporation or organization may continue its registration by filing an amendment to its registration if the change does not involve a material change in its financial condition or management. The amendment becomes effective when filed or on a date designated by the registrant in its filing. The new organization is a successor to the original registrant for the purposes of this act. If there is a material change in financial condition or management, the broker-dealer or investment adviser shall file a new application for registration. A predecessor registered under this act shall stop conducting its securities business other than winding down transactions and shall file for withdrawal of broker-dealer or investment adviser registration within 45 days after filing its amendment to effect succession.
(c)
Name change.
A broker-dealer or investment adviser that changes its name may continue its registration by filing an amendment to its registration. The amendment becomes effective when filed or on a date designated by the registrant.
(d)
Change of control.
A change of control of a broker-dealer or investment adviser may be made in accordance with a rule adopted or order issued under this act.
History: L. 2004, ch. 154, § 24; July 1, 2005.
(a)
Notice of termination.
If an agent registered under this act terminates employment by or association with a broker-dealer or issuer, or if an investment adviser representative registered under this act terminates employment by or association with an investment adviser or federal covered investment adviser, or if either registrant terminates activities that require registration as an agent or investment adviser representative, the broker-dealer, issuer, investment adviser, or federal covered investment adviser shall promptly file a notice of termination. If the registrant learns that the broker-dealer, issuer, investment adviser, or federal covered investment adviser has not filed the notice, the registrant may do so.
(b)
Transfer of employment or association.
If an agent registered under this act terminates employment by or association with a broker-dealer registered under this act and begins employment by or association with another broker-dealer registered under this act; or if an investment adviser representative registered under this act terminates employment by or association with an investment adviser registered under this act or a federal covered investment adviser who has filed a notice under K.S.A. 17-12a405, and amendments thereto, and begins employment by or association with another investment adviser registered under this act or a federal covered investment adviser who has filed a notice under K.S.A. 17-12a405, and amendments thereto, then upon the filing by or on behalf of the registrant, within 30 days after the termination, of an application for registration that complies with the requirement of K.S.A. 17-12a406(a), and amendments thereto, and payment of the filing fee required under K.S.A. 17-12a410, and amendments thereto, the registration of the agent or investment adviser representative is:
(1) Immediately effective as of the date of the completed filing, if the agent's central registration depository record or successor record or the investment adviser representative's investment adviser registration depository record or successor record does not contain a new or amended disciplinary disclosure within the previous 12 months; or
(2) temporarily effective as of the date of the completed filing, if the agent's central registration depository record or successor record or the investment adviser representative's investment adviser registration depository record or successor record contains a new or amended disciplinary disclosure within the preceding 12 months.
(c)
Withdrawal of temporary registration.
The administrator may withdraw a temporary registration if there are or were grounds for discipline as specified in K.S.A. 17-12a412, and amendments thereto, and the administrator does so within 30 days after the filing of the application. If the administrator does not withdraw the temporary registration within the 30 day period, registration becomes automatically effective on the 31st day after filing.
(d)
Power to prevent registration.
The administrator may prevent the effectiveness of a transfer of an agent or investment adviser representative under subsection (b)(1) or (2) based on the public interest and the protection of investors.
(e)
Termination of registration or application for registration.
The administrator may cancel a registration or deny an application for registration in accordance with the provisions of the Kansas administrative procedure act if the administrator finds that a registrant or applicant for registration is no longer in existence or has ceased to act as a broker-dealer, agent, investment adviser, or investment adviser representative, or is the subject of an adjudication of incapacity or is subject to the control of a committee, conservator, or guardian, or cannot reasonably be located. The administrator may reinstate a canceled or terminated registration, with or without hearing, and may make the registration retroactive.
History: L. 2004, ch. 154, § 25; July 1, 2005.
Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective 60 days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under this act unless a revocation or suspension proceeding is pending when the application is filed. If a proceeding is pending, withdrawal becomes effective when and upon such conditions as required by rule adopted or order issued under this act. The administrator may institute a revocation or suspension proceeding under K.S.A. 17-12a412, and amendments thereto, within one year after the withdrawal became effective automatically and issue a revocation or suspension order as of the last date on which registration was effective if a proceeding is not pending.
History: L. 2004, ch. 154, § 26; July 1, 2005.
(a)
Filing fees.
The administrator shall establish fees by rules and regulations, subject to the following limitations:
(1)
Broker-dealers.
A person shall pay a fee of not more than $300 when initially filing an application for registration as a broker-dealer and filing a renewal of registration as a broker-dealer. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
(2)
Agents.
The fee for an individual is not more than $100 when filing an application for registration as an agent, when filing a renewal of registration as an agent, and when filing for a change of registration as an agent. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
(3)
Investment advisers.
A person shall pay a fee of not more than $300 when filing an application for registration as an investment adviser and when filing a renewal of registration as an investment adviser. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
(4)
Investment adviser representatives.
The fee for an individual is not more than $100 when filing an application for registration as an investment adviser representative, when filing a renewal of registration as an investment adviser representative, and when filing a change of registration as an investment adviser representative. If the filing results in a denial or withdrawal, the administrator shall retain the fee.
(5)
Federal covered investment advisers.
A federal covered investment adviser required to file a notice under K.S.A. 17-12a405, and amendments thereto, shall pay an initial fee and an annual notice fee of not more than $300.
(b)
Payment.
A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as a rule or order provides under this act.
History: L. 2004, ch. 154, § 27; July 1, 2005.
(a) Financial requirements. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. § 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. § 80b-18a), a rule adopted or order issued under this act may establish minimum financial requirements for broker-dealers registered or required to be registered under this act and investment advisers registered or required to be registered under this act.
(b) Financial reports. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. § 78o(i)) or section 222(b) of the investment advisers act of 1940 (15 U.S.C. § 80b-18a), a broker-dealer registered or required to be registered under this act and an investment adviser registered or required to be registered under this act shall file such financial reports as are required by a rule adopted or order issued under this act. If the information contained in a record filed under this subsection is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.
(c) Recordkeeping. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. § 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. § 80b-18a):
(1) A broker-dealer registered or required to be registered under this act and an investment adviser registered or required to be registered under this act shall make and maintain the accounts, correspondence, memoranda, papers, books, and other records required by rule adopted or order issued under this act;
(2) broker-dealer records required to be maintained under paragraph (1) may be maintained in any form of data storage acceptable under section 17(a) of the securities exchange act of 1934 (15 U.S.C. § 78q(a)) if they are readily accessible to the administrator; and
(3) investment adviser records required to be maintained under paragraph (1) may be maintained in any form of data storage required by rule adopted or order issued under this act.
(d) Audits or inspections. The records of every person issuing or guaranteeing any securities subject to the provisions of this act and of every broker-dealer, agent, investment adviser or investment adviser representative registered or required to be registered under this act are subject to such reasonable periodic, special, or other audits or inspections by a representative of the administrator, within or without this state, as the administrator considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The administrator may copy, and remove for audit or inspection copies of, all records the administrator reasonably considers necessary or appropriate to conduct the audit or inspection. The administrator may assess a reasonable charge for conducting an audit or inspection under this subsection.
(e) Custody and discretionary authority bond or insurance. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. § 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. § 80b-18a), a rule adopted or order issued under this act may require a broker-dealer or investment adviser that has custody of or discretionary authority over funds or securities of a customer or client to obtain insurance or post a bond or other satisfactory form of security. The administrator may determine the requirements of the insurance, bond, or other satisfactory form of security. Insurance or a bond or other satisfactory form of security may not be required of a broker-dealer registered under this act whose net capital exceeds, or of an investment adviser registered under this act whose minimum financial requirements exceed, the amounts required by rule or order under this act. The insurance, bond, or other satisfactory form of security must permit an action by a person to enforce any liability on the insurance, bond, or other satisfactory form of security if instituted within the time limitations in K.S.A. 17-12a509(j)(2), and amendments thereto.
(f) Requirements for custody. Subject to section 15(i) of the securities exchange act of 1934 (15 U.S.C. § 78o(i)) or section 222 of the investment advisers act of 1940 (15 U.S.C. § 80b-18a), an agent may not have custody of funds or securities of a customer except under the supervision of a broker-dealer and an investment adviser representative may not have custody of funds or securities of a client except under the supervision of an investment adviser or a federal covered investment adviser. A rule adopted or order issued under this act may prohibit, limit, or impose conditions on a broker-dealer regarding custody of funds or securities of a customer and on an investment adviser regarding custody of securities or funds of a client.
(g) Investment adviser brochure rule. With respect to an investment adviser registered or required to be registered under this act, a rule adopted or order issued under this act may require that information or other record be furnished or disseminated to clients or prospective clients in this state as necessary or appropriate in the public interest and for the protection of investors and advisory clients.
(h) Continuing education. A rule adopted or order issued under this act may require an individual registered under K.S.A. 17-12a402 or 17-12a404, and amendments thereto, to participate in a continuing education program approved by the securities and exchange commission and administered by a self-regulatory organization or, in the absence of such a program, a rule adopted or order issued under this act may require continuing education for an individual registered under K.S.A. 17-12a404, and amendments thereto.
History: L. 2004, ch. 154, § 28; L. 2013, ch. 65, § 3; July 1.
(a) Disciplinary conditions — applicants. An order issued under this act may deny an application, or may condition or limit registration of an applicant to be a broker-dealer, agent, investment adviser, or investment adviser representative if the administrator finds that the order is in the public interest and that there is a ground for discipline under subsection (d) against the applicant or, if the applicant is a broker-dealer or investment adviser, against any partner, officer, director, person having a similar status or performing similar functions, or person directly or indirectly controlling the broker-dealer or investment adviser.
(b) Disciplinary conditions — registrants. An order issued under this act may revoke, suspend, condition, or limit the registration of a registrant if the administrator finds that the order is in the public interest and that there is a ground for discipline under subsection (d) against the registrant or, if the registrant is a broker-dealer or investment adviser, against any partner, officer, or director, any person having a similar status or performing similar functions, or any person directly or indirectly controlling the broker-dealer or investment adviser. However, the administrator:
(1) May not institute a revocation or suspension proceeding under this subsection based on an order issued by another state that is reported to the administrator or designee later than one year after the date of the order on which it is based; and
(2) under subsection (d)(5)(A) and (d)(5)(B), may not issue an order on the basis of an order under the state securities act of another state unless the other order was based on conduct for which subsection (d) would authorize the action had the conduct occurred in this state.
(c) Disciplinary penalties — registrants. If the administrator finds that the order is in the public interest and that there is a ground for discipline under subsection (d)(1) through (d)(6), (d)(8), (d)(9), (d)(10), (d)(12) or (d)(13) against a registrant or, if the registrant is a broker-dealer or investment adviser, against any partner, officer, or director, any person having similar functions, or any person directly or indirectly controlling the broker-dealer or investment adviser, then the administrator may enter an order against the registrant containing one or more of the following sanctions or remedies:
(1) A censure;
(2) a bar or suspension from association with a broker-dealer or investment adviser registered in this state;
(3) a civil penalty up to $25,000 for each violation. If any person is found to have violated any provision of this act, and such violation is committed against elder or disabled persons, as defined in K.S.A. 50-676, and amendments thereto, in addition to any civil penalty otherwise provided by law, the administrator may impose an additional penalty not to exceed $15,000 for each such violation. The total penalty against a person shall not exceed $1,000,000;
(4) an order requiring the registrant to pay restitution for any loss or disgorge any profits arising from a violation, including, in the administrator's discretion, the assessment of interest from the date of the violation at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto;
(5) an order charging the registrant with the actual cost of an investigation or proceeding; or
(6) an order requiring the registrant to cease and desist from any action that constitutes a ground for discipline, or to take other action necessary or appropriate to comply with this act.
(d) Grounds for discipline. A person may be disciplined under subsections (a) through (c) if the person:
(1) Has filed an application for registration in this state under this act or the predecessor act within the previous 10 years, which, as of the effective date of registration or as of any date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained a statement that, in light of the circumstances under which it was made, was false or misleading with respect to a material fact;
(2) willfully violated or willfully failed to comply with this act or the predecessor act or a rule adopted or order issued under this act or the predecessor act within the previous 10 years;
(3) has been convicted of a felony or within the previous 10 years has been convicted of a misdemeanor involving a security, a commodity future or option contract, or an aspect of a business involving securities, commodities, investments, franchises, insurance, banking or finance;
(4) is enjoined or restrained by a court of competent jurisdiction in an action instituted by the administrator under this act or the predecessor act, a state, the securities and exchange commission, or the United States from engaging in or continuing an act, practice, or course of business involving an aspect of a business involving securities, commodities, investments, franchises, insurance, banking or finance;
(5) is the subject of an order, issued after notice and opportunity for hearing by:
(A) The securities, depository institution, insurance or other financial services regulator of a state or by the securities and exchange commission or other federal agency denying, revoking, barring or suspending registration as a broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative;
(B) the securities regulator of a state or by the securities and exchange commission against a broker-dealer, agent, investment adviser, investment adviser representative or federal covered investment adviser;
(C) the securities and exchange commission or by a self-regulatory organization suspending or expelling the registrant from membership in the self-regulatory organization;
(D) a court adjudicating a United States postal service fraud order;
(E) the insurance regulator of a state denying, suspending, or revoking the registration of an insurance agent; or
(F) a depository institution regulator suspending or barring a person from the depository institution business;
(6) is the subject of an adjudication or determination, after notice and opportunity for hearing, by the securities and exchange commission, the commodity futures trading commission, the federal trade commission, a federal depository institution regulator, or a depository institution, insurance or other financial services regulator of a state that the person willfully violated the securities act of 1933, the securities exchange act of 1934, the investment advisers act of 1940, the investment company act of 1940, or the commodity exchange act, the securities or commodities law of a state or a federal or state law under which a business involving investments, franchises, insurance, banking or finance is regulated;
(7) is insolvent, either because the person's liabilities exceed the person's assets or because the person cannot meet the person's obligations as they mature, but the administrator may not enter an order against an applicant or registrant under this paragraph without a finding of insolvency as to the applicant or registrant;
(8) refuses to allow or otherwise impedes the administrator from conducting an audit or inspection under K.S.A. 17-12a411(d), and amendments thereto, refuses access to a registrant's office to conduct an audit or inspection under K.S.A. 17-12a411(d), and amendments thereto, fails to keep or maintain sufficient records to permit an audit disclosing the condition of the registrant's business or fails willfully and without cause to comply with a request for information by the administrator or person designated by the administrator in conducting investigations or examinations under this act;
(9) has failed to reasonably supervise an agent, investment adviser representative or other individual, if the agent, investment adviser representative or other individual was subject to the person's supervision and committed a violation of this act or the predecessor act or a rule adopted or order issued under this act or the predecessor act within the previous 10 years;
(10) has not paid the proper filing fee within 30 days after having been notified by the administrator of a deficiency, but the administrator shall vacate an order under this paragraph when the deficiency is corrected;
(11) after notice and opportunity for a hearing, has been found within the previous 10 years:
(A) By a court of competent jurisdiction to have willfully violated the laws of a foreign jurisdiction under which the business of securities, commodities, investment, franchises, insurance, banking or finance is regulated;
(B) to have been the subject of an order of a securities regulator of a foreign jurisdiction denying, revoking or suspending the right to engage in the business of securities as a broker-dealer, agent, investment adviser, investment adviser representative or similar person; or
(C) to have been suspended or expelled from membership by or participation in a securities exchange or securities association operating under the securities laws of a foreign jurisdiction;
(12) is the subject of a cease and desist order issued by the securities and exchange commission or issued under the securities, commodities, investment, franchise, banking, finance, or insurance laws of a state;
(13) has engaged in dishonest or unethical practices in the securities, commodities, investment, franchise, banking, finance, or insurance business within the previous 10 years;
(14) is not qualified on the basis of factors such as training, experience and knowledge of the securities business. However, in the case of an application by an agent for a broker-dealer that is a member of a self-regulatory organization or by an individual for registration as an investment adviser representative, a denial order may not be based on this paragraph if the individual has successfully completed all examinations required by subsection (e). The administrator may require an applicant for registration under K.S.A. 17-12a402 or 17-12a404, and amendments thereto, who has not been registered in a state within the two years preceding the filing of an application in this state to successfully complete an examination;
(15) lacks sufficient character or reputation to warrant the public trust; or
(16) was required to report information under the protect vulnerable adults from financial exploitation act and knowingly failed to make such a report or knowingly caused such report not to be made within the previous 10 years.
(e) Examinations. A rule adopted or order issued under this act may require that an examination, including an examination developed or approved by an organization of securities regulators, be successfully completed by a class of individuals or all individuals. An order issued under this act may waive, in whole or in part, an examination as to an individual and a rule adopted under this act may waive, in whole or in part, an examination as to a class of individuals if the administrator determines that the examination is not necessary or appropriate in the public interest and for the protection of investors.
(f) Summary process. In accordance with the Kansas administrative procedure act, the administrator may use summary or emergency proceedings to suspend or deny an application; restrict, condition, limit, or suspend a registration; or censure, bar, or impose a civil penalty or cease and desist order on a registrant before final determination of an administrative proceeding. If a hearing is not requested and none is ordered by the administrator within 30 days after the date of service of the order, the order becomes final by operation of law. If a hearing is requested or ordered, the administrator, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend the order until final determination.
(g) Procedural requirements. (1) An order issued may not be issued under this section, except under subsection (f), without:
(A) Appropriate notice to the applicant or registrant;
(B) opportunity for hearing; and
(C) findings of fact and conclusions of law in a record.
(2) Proceedings under this subsection shall be conducted in accordance with the Kansas administrative procedure act.
(h) Control person liability. A person that controls, directly or indirectly, a person subject to discipline under subsection (d) may be disciplined by order of the administrator under subsections (a) through (c) to the same extent as the noncomplying person, unless the controlling person did not know, and in the exercise of reasonable care could not have known, of the existence of the conduct that is a ground for discipline under this section.
(i) Limit on investigation or proceeding. The administrator may not institute a proceeding under subsection (a), (b) or (c) based solely on material facts actually known by the administrator unless an investigation or the proceeding is instituted within one year after the administrator actually acquires knowledge of the material facts.
History: L. 2004, ch. 154, § 29; L. 2006, ch. 47, § 6; L. 2024, ch. 30, § 1; L. 2024, ch. 100, § 4; July 1.
It is unlawful for a person, in connection with the offer, sale, or purchase of a security, directly or indirectly:
(1) To employ a device, scheme, or artifice to defraud;
(2) to make an untrue statement of a material fact, or omit to state a material fact necessary in order to make a statement made, in the light of the circumstances under which it is made, not misleading; or
(3) to engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.
History: L. 2004, ch. 154, § 30; July 1, 2005.
(a)
Fraud in providing investment advice.
It is unlawful for a person that advises others for compensation, either directly or indirectly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as part of a regular business, issues or promulgates analyses or reports relating to securities:
(1) To employ a device, scheme, or artifice to defraud another person; or
(2) to engage in an act, practice, or course of business that operates or would operate as a fraud or deceit upon another person.
(b)
Rules defining fraud.
A rule adopted under this act may define an act, practice, or course of business of an investment adviser or an investment adviser representative, other than a supervised person of a federal covered investment adviser, as fraudulent, deceptive, or manipulative, and prescribe means reasonably designed to prevent investment advisers and investment adviser representatives, other than supervised persons of a federal covered investment adviser, from engaging in acts, practices, and courses of business defined as fraudulent, deceptive, or manipulative.
(c)
Rules specifying contents of advisory contract.
A rule adopted under this act may specify the contents of an investment advisory contract entered into, extended, or renewed by an investment adviser.
History: L. 2004, ch. 154, § 31; July 1, 2005.
(a)
Civil.
In a civil action or administrative proceeding under this act, a person claiming an exemption, exception, preemption, or exclusion has the burden to prove the applicability of the claim.
(b)
Criminal.
In a criminal proceeding under this act, a person claiming an exemption, exception, preemption, or exclusion has the burden of going forward with evidence of the claim.
History: L. 2004, ch. 154, § 32; July 1, 2005.
(a)
Filing requirement.
Except as otherwise provided in subsection (b), a rule adopted or order issued under this act may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other advertising record relating to a security or investment advice, addressed or intended for distribution to prospective investors, including clients or prospective clients of a person registered or required to be registered as an investment adviser under this act.
(b)
Excluded communications.
This section does not apply to sales and advertising literature specified in subsection (a) which relates to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by K.S.A. 17-12a201, 17-12a202, or 17-12a203, and amendments thereto, except as required for a notice filing under K.S.A. 17-12a201, 17-12a202, or 17-12a203, and amendments thereto.
History: L. 2004, ch. 154, § 33; July 1, 2005.
(a) It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this act, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respect, or, in connection with the statement, to omit to state a material fact necessary to make the statement made, in the light of the circumstances under which it was made, not false or misleading.
(b) It is unlawful for any person to intentionally influence, coerce, manipulate or mislead any person in connection with financial statements or appraisals to be used in the offer, sale or purchase of securities for the purpose of rendering such financial statements or appraisals materially misleading.
(c) It is unlawful for any person to:
(1) Alter, destroy, shred, mutilate, conceal, cover up or falsify any record with the intent to impede, obstruct or influence any investigation by the administrator or the administrator's designee;
(2) alter, destroy, shred, mutilate or conceal a record with the intent to impair the object's integrity or availability for use in a proceeding before the administrator or a proceeding brought by the administrator; or
(3) take action harmful to a person with the intent to retaliate, including, but not limited to, interference with lawful employment of such person, for providing truthful information relating to a violation of this act.
History: L. 2004, ch. 154, § 34; July 1, 2005.
The filing of an application for registration, a registration statement, a notice filing under this act, the registration of a person, the notice filing by a person, or the registration of a security under this act does not constitute a finding by the administrator that a record filed under this act is true, complete, and not misleading. The filing or registration or the availability of an exemption, exception, preemption, or exclusion for a security or a transaction does not mean that the administrator has passed upon the merits or qualifications of, or recommended or given approval to, a person, security, or transaction. It is unlawful to make, or cause to be made, to a purchaser, customer, client, or prospective customer or client a representation inconsistent with this section.
History: L. 2004, ch. 154, § 35; July 1, 2005.
A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating to a statement that is contained in a record required by the administrator, or designee of the administrator, the securities and exchange commission, or a self-regulatory organization, unless the person knew, or should have known at the time that the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement's truth or falsity.
History: L. 2004, ch. 154, § 36; July 1, 2005.
(a)
Criminal penalties.
(1) Except as provided in subsections (a)(2) through (a)(4), a conviction for an intentional violation of the Kansas uniform securities act, or a rule adopted or order issued under this act, except K.S.A. 17-12a504, and amendments thereto, or the notice filing requirements of K.S.A. 17-12a302 or 17-12a405, and amendments thereto, is a severity level 7, nonperson felony. An individual convicted of violating a rule or order under this act may be fined, but may not be imprisoned, if the individual did not have knowledge of the rule or order.
(2) A conviction for an intentional violation of K.S.A. 17-12a501 or 17-12a502, and amendments thereto, if the violation resulted in a loss of an amount of:
(A) $1,000,000 or more is a severity level 2, nonperson felony;
(B) at least $250,000 but less than $1,000,000 is a severity level 3, nonperson felony;
(C) at least $100,000 but less than $250,000 is a severity level 4, nonperson felony;
(D) at least $25,000 but less than $100,000 is a severity level 5, nonperson felony; or
(E) less than $25,000 is a severity level 6, nonperson felony.
(3) A conviction for an intentional violation of K.S.A. 17-12a301, 17-12a401(a), 17-12a402(a), 17-12a403(a) or 17-12a404(a), and amendments thereto, is:
(A) A severity level 5, nonperson felony if the violation resulted in a loss of $100,000 or more;
(B) a severity level 6, nonperson felony if the violation resulted in a loss of at least $25,000 but less than $100,000; or
(C) a severity level 7, nonperson felony if the violation resulted in a loss of less than $25,000.
(4) A conviction for an intentional violation of:
(A) K.S.A. 17-12a404(e) or 17-12a505, and amendments thereto, or an order to cease and desist issued by the administrator pursuant to K.S.A. 17-12a412(c) or 17-12a604(a), and amendments thereto, is a severity level 5, nonperson felony.
(B) K.S.A. 17-12a401(c), 17-12a403(c) or 17-12a506, and amendments thereto, is a severity level 6, nonperson felony.
(C) K.S.A. 17-12a402(d) or 17-12a403(d), and amendments thereto, is a severity level 7, nonperson felony.
(5) Any violation of K.S.A. 17-12a301, 17-12a401(a), 17-12a402(a), 17-12a403(a), 17-12a404(a), 17-12a501 or 17-12a502, and amendments thereto, resulting in a loss of $25,000 or more shall be presumed imprisonment.
(6) A conviction for an intentional violation of the Kansas uniform securities act, K.S.A. 17-12a101 et seq., and amendments thereto, committed against an elder person, as defined in K.S.A. 50-676, and amendments thereto, shall be ranked on the nondrug scale at one severity level above the appropriate level for the underlying or completed crime, if the trier of fact finds that the victim was an elder person at the time of the crime. It shall not be a defense under this paragraph that the defendant did not know the age of the victim or reasonably believed that the victim was not an elder person.
(7) When amounts are obtained in violation of this act under one scheme or continuing course of business, whether from the same or several sources, the conduct may be considered as one continuing offense, and the amounts aggregated in determining the grade of the offense.
(b)
Statute of limitations.
(1) Except as provided by K.S.A. 21-5107(e), and amendments thereto, no prosecution for any crime under this act may be commenced more than 10 years after the alleged violation if the victim is the Kansas public employees retirement system and no prosecution for any other crime under this act may be commenced more than five years after the alleged violation.
(2) If a crime under this act is a continuing offense, the statute of limitations does not begin to run until the last act in the scheme or course of business is completed. Nothing in this subsection shall prevent the exclusion of a time period pursuant to K.S.A. 21-5107(e), and amendments thereto.
(3) A prosecution is commenced when a complaint or information is filed, or an indictment returned, and a warrant thereon is delivered to the sheriff or other officer for execution, except that no prosecution shall be deemed to have been commenced if the warrant so issued is not executed without unreasonable delay.
(c)
Criminal reference.
The administrator shall prepare and refer such evidence as may be available concerning criminal violations of this act or of any rules and regulations or order hereunder to the attorney general, or in consultation with the attorney general to the proper county or district attorney, who may, in such prosecutor's discretion, with or without such a reference, institute the appropriate criminal proceedings under the laws of this state. The administrator may pay extradition and witness expenses and other costs associated with the case. The administrator and persons employed by the administrator shall assist in the prosecution of criminal cases as requested by the attorney general or county or district attorney.
(d)
No limitation on other criminal enforcement.
This act does not limit the power of this state to punish a person for conduct that constitutes a crime under other laws of this state.
History: L. 2004, ch. 154, § 37; L. 2010, ch. 92, § 1; L. 2011, ch. 30, § 105; L. 2014, ch. 99, § 1; L. 2015, ch. 70, § 2; L. 2017, ch. 81, § 5; July 1.
(a)
Securities litigation uniform standards act.
Enforcement of civil liability under this section is subject to the securities litigation uniform standards act of 1998.
(b)
Liability of seller to purchaser.
A person is liable to the purchaser if the person sells a security in violation of K.S.A. 17-12a301, and amendments thereto, or by means of an untrue statement of a material fact or an omission to state a material fact necessary in order to make a statement made, in light of the circumstances under which it is made, not misleading, the purchaser not knowing the untruth or omission and the seller not sustaining the burden of proof that the seller did not know and, in the exercise of reasonable care, could not have known of the untruth or omission. An action under this subsection is governed by the following:
(1) The purchaser may maintain an action to recover the consideration paid for the security, less the amount of any income received on the security, and interest from the date of the purchase at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto, costs, and reasonable attorneys' fees determined by the court, upon the tender of the security, or for actual damages as provided in paragraph (3).
(2) The tender referred to in paragraph (1) may be made any time before entry of judgment. Tender requires only notice in a record of ownership of the security and willingness to exchange the security for the amount specified. A purchaser that no longer owns the security may recover actual damages as provided in paragraph (3).
(3) Actual damages in an action arising under this subsection are the amount that would be recoverable upon a tender less the value of the security when the purchaser disposed of it, and interest from the date of the purchase at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto, costs, and reasonable attorneys' fees determined by the court.
(c)
Liability of purchaser to seller.
A person is liable to the seller if the person buys a security by means of an untrue statement of a material fact or omission to state a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading, the seller not knowing of the untruth or omission, and the purchaser not sustaining the burden of proof that the purchaser did not know, and in the exercise of reasonable care, could not have known of the untruth or omission. An action under this subsection is governed by the following:
(1) The seller may maintain an action to recover the security, and any income received on the security, costs, and reasonable attorneys' fees determined by the court, upon the tender of the purchase price, or for actual damages as provided in paragraph (3).
(2) The tender referred to in paragraph (1) may be made any time before entry of judgment. Tender requires only notice in a record of the present ability to pay the amount tendered and willingness to take delivery of the security for the amount specified. If the purchaser no longer owns the security, the seller may recover actual damages as provided in paragraph (3).
(3) Actual damages in an action arising under this subsection are the difference between the price at which the security was sold and the value the security would have had at the time of the sale in the absence of the purchaser's conduct causing liability, and interest from the date of the sale of the security at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto, costs, and reasonable attorneys' fees determined by the court.
(d)
Liability of unregistered broker-dealer and agent.
A person acting as a broker-dealer or agent that sells or buys a security in violation of K.S.A. 17-12a401(a), 17-12a402(a), or 17-12a506, and amendments thereto, is liable to the customer. The customer, if a purchaser, may maintain an action for recovery of actual damages as specified in subsections (b)(1) through (3), or, if a seller, for a remedy as specified in subsections (c)(1) through (3).
(e)
Liability of unregistered investment adviser and investment adviser representative.
A person acting as an investment adviser or investment adviser representative that provides investment advice for compensation in violation of K.S.A. 17-12a403(a), 17-12a404(a), or 17-12a506, and amendments thereto, is liable to the client. The client may maintain an action to recover the consideration paid for the advice, interest from the date of payment at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto, costs, and reasonable attorneys' fees determined by the court.
(f)
Liability for investment advice.
A person that receives directly or indirectly any consideration for providing investment advice to another person and that employs a device, scheme, or artifice to defraud the other person or engages in an act, practice, or course of business that operates or would operate as a fraud or deceit on the other person, is liable to the other person. An action under this subsection is governed by the following:
(1) The person defrauded may maintain an action to recover the consideration paid for the advice and the amount of any actual damages caused by the fraudulent conduct, interest from the date of the fraudulent conduct at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto, costs, and reasonable attorneys' fees determined by the court, less the amount of any income received as a result of the fraudulent conduct.
(2) This subsection does not apply to a broker-dealer or its agents if the investment advice provided is solely incidental to transacting business as a broker-dealer and no special compensation is received for the investment advice.
(g)
Joint and several liability.
The following persons are liable jointly and severally with and to the same extent as persons liable under subsections (b) through (f):
(1) A person that directly or indirectly controls a person liable under subsections (b) through (f), unless the controlling person sustains the burden of proof that the person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist;
(2) an individual who is a managing partner, executive officer, or director of a person liable under subsections (b) through (f), including an individual having a similar status or performing similar functions, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist;
(3) an individual who is an employee of or associated with a person liable under subsections (b) through (f) and who materially aids the conduct giving rise to the liability, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist; and
(4) a person that is a broker-dealer, agent, investment adviser, or investment adviser representative that materially aids the conduct giving rise to the liability under subsections (b) through (f), unless the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which liability is alleged to exist.
(h)
Right of contribution.
A person liable under this section has a right of contribution as in cases of contract against any other person liable under this section for the same conduct.
(i)
Survival of cause of action.
A cause of action under this section survives the death of an individual who might have been a plaintiff or defendant.
(j)
Statute of limitations.
A person may not obtain relief:
(1) Under subsection (b) for violation of K.S.A. 17-12a301, and amendments thereto, or under subsection (d) or (e), unless the action is instituted within one year after the violation occurred; or
(2) under subsection (b), other than for violation of K.S.A. 17-12a301, and amendments thereto, or under subsection (c) or (f), unless the action is instituted within the earlier of two years after discovery of the facts constituting the violation or five years after the violation.
(k)
No enforcement of violative contract.
A person that has made, or has engaged in the performance of, a contract in violation of this act or a rule adopted or order issued under this act, or that has acquired a purported right under the contract with knowledge of conduct by reason of which its making or performance was in violation of this act, may not base an action on the contract.
(l)
No contractual waiver.
A condition, stipulation, or provision binding a person purchasing or selling a security or receiving investment advice to waive compliance with this act or a rule adopted or order issued under this act is void.
(m)
Survival of other rights or remedies.
The rights and remedies provided by this act are in addition to any other rights or remedies that may exist, but this act does not create a cause of action not specified in this section or K.S.A. 17-12a411(e), and amendments thereto.
History: L. 2004, ch. 154, § 38; July 1, 2005.
A purchaser, seller, or recipient of investment advice may not maintain an action under K.S.A. 17-12a509, and amendments thereto, if:
(1) The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted:
(A) An offer stating the respect in which liability under K.S.A. 17-12a509, and amendments thereto, may have arisen and fairly advising the purchaser, seller, or recipient of investment advice of that person's rights in connection with the offer, and any financial or other information necessary to correct all material misrepresentations or omissions in the information that was required by this act to be furnished to that person at the time of the purchase, sale, or investment advice;
(B) if the basis for relief under this section may have been a violation of K.S.A. 17-12a509(b), and amendments thereto, an offer to repurchase the security for cash, payable on delivery of the security, equal to the consideration paid, and interest from the date of the purchase at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto, less the amount of any income received on the security, or, if the purchaser no longer owns the security, an offer to pay the purchaser upon acceptance of the offer damages in an amount that would be recoverable upon a tender, less the value of the security when the purchaser disposed of it, and interest from the date of the purchase at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto, in cash equal to the damages computed in the manner provided in this subsection;
(C) if the basis for relief under this section may have been a violation of K.S.A. 17-12a509(c), and amendments thereto, an offer to tender the security, on payment by the seller of an amount equal to the purchase price paid, less income received on the security by the purchaser and interest from the date of the sale at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto; or if the purchaser no longer owns the security, an offer to pay the seller upon acceptance of the offer, in cash, damages in the amount of the difference between the price at which the security was purchased and the value the security would have had at the time of the purchase in the absence of the purchaser's conduct that may have caused liability and interest from the date of the sale at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto;
(D) if the basis for relief under this section may have been a violation of K.S.A. 17-12a509(d), and amendments thereto; and if the customer is a purchaser, an offer to pay as specified in subparagraph (B); or, if the customer is a seller, an offer to tender or to pay as specified in subparagraph (C);
(E) if the basis for relief under this section may have been a violation of K.S.A. 17-12a509(e), and amendments thereto, an offer to reimburse in cash the consideration paid for the advice and interest from the date of payment at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto; or
(F) if the basis for relief under this section may have been a violation of K.S.A. 17-12a509(f), and amendments thereto, an offer to reimburse in cash the consideration paid for the advice, the amount of any actual damages that may have been caused by the conduct, and interest from the date of the violation causing the loss at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto;
(2) the offer under paragraph (1) states that it must be accepted by the purchaser, seller, or recipient of investment advice within 30 days after the date of its receipt by the purchaser, seller, or recipient of investment advice or any shorter period, of not less than three days, that the administrator, by order, specifies;
(3) the offer under paragraph (1) discloses whether the offeror has the present ability to pay the amount offered or to tender the security;
(4) the offer under paragraph (1) is delivered to the purchaser, seller, or recipient of investment advice, or sent in a manner that ensures receipt by the purchaser, seller, or recipient of investment advice; and
(5) the purchaser, seller, or recipient of investment advice that accepts the offer under paragraph (1) in a record within the period specified under paragraph (2) is paid in accordance with the terms of the offer.
History: L. 2004, ch. 154, § 39; July 1, 2005.
(a)
Administration.
(1) This act shall be administered by the securities commissioner of Kansas.
(2) All fees herein provided for shall be collected by the administrator. All salaries and expenses necessarily incurred in the administration of this act shall be paid from the securities act fee fund.
(3) The administrator shall remit all moneys received from all fees, charges, deposits or penalties which have been collected under this act or other laws of this state regulating the issuance, sale or disposal of securities or regulating dealers in this state to the state treasurer at least monthly. Upon receipt of any such remittance, the state treasurer shall deposit the entire amount thereof in the state treasury. In accordance with K.S.A. 75-3170a, and amendments thereto, 10% of each such deposit shall be credited to the state general fund and, except as provided in subsection (d), the balance shall be credited to the securities act fee fund.
(4) All expenditures from the securities act fee fund shall be made in accordance with appropriation acts upon warrants of the director of accounts and reports issued pursuant to vouchers approved by the administrator or by a person or persons designated by the administrator.
(b)
Prohibited conduct.
(1) It is unlawful for the administrator or an officer, employee, or designee of the administrator to use for personal benefit or the benefit of others records or other information obtained by or filed with the administrator that are not public under K.S.A. 17-12a607(b), and amendments thereto. This act does not authorize the administrator or an officer, employee or designee of the administrator to disclose the record or information, except in accordance with K.S.A. 17-12a602, 17-12a607(c) or 17-12a608, and amendments thereto.
(2) Neither the administrator nor any employee of the administrator shall be interested as an officer, director or stockholder in securing any authorization to sell securities under the provisions of this act.
(c)
No privilege or exemption created or diminished.
This act does not create or diminish a privilege or exemption that exists at common law, by statute or rule or otherwise.
(d)
Investor education and protection.
(1) The administrator may develop and implement investor education and protection initiatives to inform the public about investing in securities and protect the public from violations of the Kansas uniform securities act, K.S.A. 17-12a101 et seq., and amendments thereto. Such initiatives shall have a particular emphasis on the prevention, detection, enforcement and prosecution of securities fraud. In developing and implementing these initiatives, the administrator may collaborate with public and nonprofit organizations with an interest in investor education or protection. The administrator may accept a grant or donation from a person that is not affiliated with the securities industry or from a nonprofit organization, regardless of whether the organization is affiliated with the securities industry, to develop and implement investor education and protection initiatives. This subsection does not authorize the administrator to require participation or monetary contributions of a registrant in an investor education program.
(2) There is hereby established in the state treasury the investor education and protection fund. Such fund shall be administered by the administrator for the purposes described in subsection (d)(1) and for the education of registrants, including official hospitality. Moneys collected as civil penalties under this act shall be credited to the investor education and protection fund. The administrator may also receive payments designated to be credited to the investor education and protection fund as a condition in settlements of cases arising out of investigations or examinations. All expenditures from the investor education and protection fund shall be made in accordance with appropriation acts upon warrants of the director of accounts and reports issued pursuant to vouchers approved by the administrator or by a person or persons designated by the administrator.
History: L. 2004, ch. 154, § 40; L. 2011, ch. 53, § 6; L. 2014, ch. 99, § 2; L. 2015, ch. 70, § 3; L. 2021, ch. 116, § 64; L. 2022, ch. 11, § 1; April 7.
History: L. 2004, ch. 154, § 40; L. 2011, ch. 53, § 6; L. 2014, ch. 47, § 1; Repealed, L. 2015, ch. 70, § 5; July 1.
(a)
Authority to investigate.
The administrator may:
(1) Conduct public or private investigations within or outside of this state which the administrator considers necessary or appropriate to determine whether a person has violated, is violating, or is about to violate this act or a rule adopted or order issued under this act, or to aid in the enforcement of this act or in the adoption of rules and forms under this act;
(2) require or permit a person to testify, file a statement, or produce a record, under oath or otherwise as the administrator determines, as to all the facts and circumstances concerning a matter to be investigated or about which an action or proceeding is to be instituted;
(3) publish a record concerning an action, proceeding, or an investigation under, or a violation of, this act or a rule adopted or order issued under this act if the administrator determines it is necessary or appropriate in the public interest and for the protection of investors; and
(4) appoint special investigators to aid in investigations conducted pursuant to this act. Such special investigators shall have authority to make arrests, serve subpoenas and all other process, conduct searches and seizures, store evidence, and carry firearms, concealed or otherwise while investigating violations of this act and to generally enforce all the criminal laws of the state as violations of those laws are encountered by such special investigators. The director of police training at the law enforcement training center is authorized to offer and carry out a special course of instruction for special investigators performing law enforcement duties under authority of this subsection. Such special investigators shall not carry firearms without having first successfully completed such special law enforcement training course.
(b)
Administrator powers to investigate.
For the purpose of an investigation under this act, the administrator or its designated officer may administer oaths and affirmations, subpoena witnesses, seek compulsion of attendance, take evidence, require the filing of statements, and require the production of any records that the administrator considers relevant or material to the investigation.
(c)
Procedure and remedies for noncompliance.
If a person does not appear or refuses to testify, file a statement, produce records, or otherwise does not obey a subpoena as required by the administrator under this act, the administrator may apply to any court of competent jurisdiction or a court of another state to enforce compliance. The court may:
(1) Hold the person in contempt;
(2) order the person to appear before the administrator;
(3) order the person to testify about the matter under investigation or in question;
(4) order the production of records;
(5) grant injunctive relief, including restricting or prohibiting the offer or sale of securities or the providing of investment advice;
(6) impose a civil penalty of not greater than $25,000 for each violation; and
(7) grant any other necessary or appropriate relief.
(d)
Application for relief.
This section does not preclude a person from applying to any court of competent jurisdiction or a court of another state for relief from a request to appear, testify, file a statement, produce records, or obey a subpoena.
(e)
Use immunity procedure.
An individual is not excused from attending, testifying, filing a statement, producing a record or other evidence, or obeying a subpoena of the administrator under this act or in an action or proceeding instituted by the administrator under this act on the ground that the required testimony, statement, record, or other evidence, directly or indirectly, may tend to incriminate the individual or subject the individual to a criminal fine, penalty, or forfeiture. If the individual refuses to testify, file a statement, or produce a record or other evidence on the basis of the individual's privilege against self-incrimination, the administrator may compel the testimony, the filing of the statement, the production of the record, or the giving of other evidence. The testimony, record, or other evidence compelled under such an order may not be used, directly or indirectly, against the individual in a criminal case, except in a prosecution for perjury or contempt or otherwise failing to comply with the order.
(f)
Assistance to securities regulator of another jurisdiction.
At the request of the securities regulator of another state or a foreign jurisdiction, the administrator may provide assistance if the requesting regulator states that it is conducting an investigation to determine whether a person has violated, is violating, or is about to violate a law or rule of the other state or foreign jurisdiction relating to securities matters that the requesting regulator administers or enforces. The administrator may provide the assistance by using the authority to investigate and the powers conferred by this section as the administrator determines is necessary or appropriate. The assistance may be provided without regard to whether the conduct described in the request would also constitute a violation of this act or other law of this state if occurring in this state. In deciding whether to provide the assistance, the administrator may consider whether the requesting regulator is permitted and has agreed to provide assistance reciprocally within its state or foreign jurisdiction to the administrator on securities matters when requested; whether compliance with the request would violate or prejudice the public policy of this state; and the availability of resources and employees of the administrator to carry out the request for assistance.
History: L. 2004, ch. 154, § 41; July 1, 2005.
(a)
Civil action instituted by administrator.
If the administrator believes that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this act or a rule adopted or order issued under this act or that a person has, is, or is about to engage in an act, practice, or course of business that materially aids a violation of this act or a rule adopted or order issued under this act, the administrator may maintain an action in any court of competent jurisdiction to enjoin the act, practice, or course of business and to enforce compliance with this act or a rule adopted or order issued under this act.
(b)
Relief available.
In an action under this section and on a proper showing, the court may:
(1) Issue a permanent or temporary injunction, restraining order, or declaratory judgment;
(2) order other appropriate or ancillary relief, which may include:
(A) An asset freeze, accounting, writ of attachment, writ of general or specific execution, and appointment of a receiver or conservator, that may be the administrator, for the defendant or the defendant's assets;
(B) ordering the administrator to take charge and control of a defendant's property, including investment accounts and accounts in a depository institution, rents, and profits; to collect debts; and to acquire and dispose of property;
(C) imposing a civil penalty up to $25,000 for each violation. If any person is found to have violated any provision of this act, and such violation is committed against elder or disabled persons, as defined in K.S.A. 50-676, and amendments thereto, in addition to any civil penalty otherwise provided by law, the court may impose an additional penalty not to exceed $15,000 for each such violation. The total penalty against a person shall not exceed $1,000,000;
(D) an order of rescission, restitution, or disgorgement directed to a person that has engaged in an act, practice, or course of business constituting a violation of this act or the predecessor act or a rule adopted or order issued under this act or the predecessor act; and
(E) ordering the payment of prejudgment and postjudgment interest; or
(3) order such other relief as the court considers appropriate.
(c)
No bond required.
The administrator may not be required to post a bond in an action or proceeding under this act.
(d)
Control person liability.
A person that controls, directly or indirectly, a person who has engaged, is engaging or is about to engage in an act, practice or course of business constituting a violation of this act or a rule adopted or order issued under this act may be subjected to relief under subsection (b) to the same extent as the violating person, unless the controlling person did not know, and in the exercise of reasonable care could not have known, of the existence of the act, practice or course of business that is a ground for relief under this section.
History: L. 2004, ch. 154, § 42; L. 2024, ch. 30, § 2; July 1.
(a)
Cease and desist order.
If the administrator finds that a person has engaged, is engaging, or is about to engage in an act, practice, or course of business constituting a violation of this act or a rule adopted or order issued under this act or that a person has materially aided, is materially aiding, or is about to materially aid an act, practice, or course of business constituting a violation of this act or a rule adopted or order issued under this act, the administrator may:
(1) Issue an order directing the person to cease and desist from engaging in the act, practice, or course of business or to take other action necessary or appropriate to comply with this act;
(2) issue an order denying, suspending, revoking, or conditioning the exemptions for a broker-dealer under K.S.A. 17-12a401(b)(1)(D) or 17-12a401(b)(1)(F), and amendments thereto, or an investment adviser under K.S.A. 17-12a403(b)(1)(C), and amendments thereto; or
(3) issue an order under K.S.A. 17-12a204, and amendments thereto.
(b)
Additional administrative sanctions and remedies.
If the administrator finds, by written findings of fact and conclusions of law, that a person has violated this act or a rule adopted or order issued under this act, the administrator, in addition to any other power granted under this act, may enter an order against the person containing one or more of the following sanctions or remedies:
(1) A civil penalty up to $25,000 for each violation. If any person is found to have violated any provision of this act, and such violation is committed against elder or disabled persons, as defined in K.S.A. 50-676, and amendments thereto, in addition to any civil penalty otherwise provided by law, the administrator may impose an additional penalty not to exceed $15,000 for each such violation. The total penalty against a person shall not exceed $1,000,000;
(2) a bar or suspension from association with a broker-dealer or investment adviser registered in this state;
(3) an order requiring the person to pay restitution for any loss or disgorge any profits arising from the violation, including, in the administrator's discretion, the assessment of interest from the date of the violation at the rate provided for interest on judgments by K.S.A. 16-204, and amendments thereto; or
(4) an order charging the person with the actual cost of the investigation or proceeding.
(c)
Procedures for orders.
(1) An order under subsection (b) shall not be entered unless the administrator first provides notice and opportunity for hearing in accordance with the provisions of the Kansas administrative procedures act.
(2) An order under subsection (a) is effective on the date of issuance. Upon issuance of the order, the administrator shall promptly serve each person subject to the order with a copy of the order. The order must include a statement of the reasons for the order and notice that upon receipt of a written request the matter will be set for a hearing which shall be conducted in accordance with the provisions of the Kansas administrative procedures act. If a person subject to the order does not request a hearing and none is ordered by the administrator within 30 days after the date of service of the order, the order becomes final as to that person by operation of law. If a hearing is requested or ordered, the administrator, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend it until final determination.
(3) An order under subsection (a) may contain a notice of the administrator's intent to seek administrative sanctions or remedies under subsection (b). If the person subject to the order does not request a hearing and none is ordered by the administrator within 30 days after service of the order, the administrator may modify the order to include sanctions or remedies under subsection (b). If a hearing is requested or ordered, the administrator, after notice and opportunity for hearing, shall by written findings of fact and conclusions of law vacate, modify, or make permanent the order, and the administrator may modify the order to include sanctions or remedies under subsection (b).
(d)
Filing of certified final order with court; effect of filing.
If a petition for judicial review of a final order is not filed in accordance with K.S.A. 17-12a609, and amendments thereto, the administrator may file a certified copy of the final order with the clerk of a court of competent jurisdiction. The order so filed has the same effect as a judgment of the court and may be recorded, enforced, or satisfied in the same manner as a judgment of the court.
(e)
Enforcement by court; further civil penalty.
If a person does not comply with an order under this section, the administrator may petition a court of competent jurisdiction to enforce the order. The court may not require the administrator to post a bond in an action or proceeding under this section. If the court finds, after service and opportunity for hearing, that the person was not in compliance with the order, the court may adjudge the person in civil contempt of the order. The court may impose a further civil penalty against the person for contempt in an amount not greater than $25,000 for each violation and may grant any other relief the court determines is just and proper in the circumstances.
(f)
Control person liability.
A person that controls, directly or indirectly, a person who has violated this act or a rule adopted or order issued under this act may be sanctioned by order of the administrator under subsection (b) to the same extent as the violating person, unless the controlling person did not know, and in the exercise of reasonable care could not have known, of the existence of the conduct that is a ground for sanctions under this section.
History: L. 2004, ch. 154, § 43; L. 2024, ch. 30, § 3; July 1.
(a)
Issuance and adoption of forms, orders, and rules.
The administrator may:
(1) Issue forms and orders and, after notice and comment, may adopt and amend rules necessary or appropriate to carry out this act and may repeal rules, including rules and forms governing registration statements, applications, notice filings, reports, and other records;
(2) by rule, define terms, whether or not used in this act, but those definitions may not be inconsistent with this act; and
(3) by rule, classify securities, persons, and transactions and adopt different requirements for different classes.
(b)
Findings and cooperation.
Under this act, a rule or form may not be adopted or amended, or an order issued or amended, unless the administrator finds that the rule, form, order, or amendment is necessary or appropriate in the public interest or for the protection of investors and is consistent with the purposes intended by this act. In adopting, amending, and repealing rules and forms, K.S.A. 17-12a608, and amendments thereto, applies in order to achieve uniformity among the states and coordination with federal laws in the form and content of registration statements, applications, reports, and other records, including the adoption of uniform rules, forms, and procedures.
(c)
Financial statements.
Subject to section 15(h) of the securities exchange act and section 222 of the investment advisers act of 1940, the administrator may require that a financial statement filed under this act be prepared in accordance with generally accepted accounting principles in the United States and comply with other requirements specified by rule adopted or order issued under this act. A rule adopted or order issued under this act may establish:
(1) Subject to section 15(h) of the securities exchange act and section 222 of the investment advisers act of 1940, the form and content of financial statements required under this act;
(2) whether unconsolidated financial statements must be filed; and
(3) whether required financial statements must be audited by an independent certified public accountant.
(d)
Interpretative opinions.
The administrator may provide interpretative opinions or issue determinations that the administrator will not institute a proceeding or an action under this act against a specified person for engaging in a specified act, practice, or course of business if the determination is consistent with this act. A rule adopted or order issued under this act may establish a reasonable charge for interpretative opinions or determinations that the administrator will not institute an action or a proceeding under this act.
(e)
Effect of compliance.
No provision of this act imposing any liability applies to any act done or omitted in good faith in conformity with any rules and regulations, form, or order of the commissioner, notwithstanding that the rules and regulations, form or order may later be amended, revoked or rescinded or be determined by judicial or other authority to be invalid for any reason.
(f)
Presumption for public hearings.
A hearing in an administrative proceeding under this act must be conducted in public unless the administrator for good cause consistent with this act determines that the hearing will not be so conducted.
History: L. 2004, ch. 154, § 44; July 1, 2005.
(a)
Public register of filings.
The administrator shall maintain, or designate a person to maintain, a register of applications for registration of securities; registration statements; notice filings; applications for registration of broker-dealers, agents, investment advisers, and investment adviser representatives; notice filings by federal covered investment advisers that are or have been effective under this act or the predecessor act; notices of claims of exemption from registration or notice filing requirements contained in a record; orders issued under this act or the predecessor act; and interpretative opinions or no action determinations issued under this act.
(b)
Public availability.
The administrator shall make all rules, forms, interpretative opinions, and orders available to the public.
(c)
Copies of public records.
The administrator shall furnish a copy of a record that is a public record or a certification that the public record does not exist to a person that so requests. A rule adopted under this act may establish a reasonable charge for furnishing the record or certification. A copy of the record certified or a certificate by the administrator of a record's nonexistence is prima facie evidence of a record or its nonexistence.
History: L. 2004, ch. 154, § 45; July 1, 2005.
(a)
Presumption of public records.
Except as otherwise provided in subsection (b), records obtained by the administrator or filed under this act, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records and are available for public examination in accordance with the open records act.
(b)
Nonpublic records.
The following records are not public records and are not available for public examination under subsection (a):
(1) a record obtained by the administrator in connection with an audit or inspection under K.S.A. 17-12a411(d), and amendments thereto, or an investigation under K.S.A. 17-12a602, and amendments thereto;
(2) a part of a record filed in connection with a registration statement under K.S.A. 17-12a301 and 17-12a303 through 17-12a305, and amendments thereto, or a record under K.S.A. 17-12a411(d), and amendments thereto, that contains trade secrets or confidential information if the person filing the registration statement or report has asserted a claim of confidentiality or privilege that is authorized by law;
(3) a record that is not required to be provided to the administrator or filed under this act and is provided to the administrator only on the condition that the record will not be subject to public examination or disclosure;
(4) a nonpublic record received from a person specified in K.S.A. 17-12a608(a), and amendments thereto; and
(5) any social security number, residential address unless used as a business address, and residential telephone number contained in a record that is filed.
(c)
Administrator discretion to disclose.
If disclosure is for the purpose of a civil, administrative, or criminal investigation, action, or proceeding or to a person specified in K.S.A. 17-12a608(a), and amendments thereto, the administrator may disclose a record obtained in connection with an audit or inspection under K.S.A. 17-12a411(d), and amendments thereto, or a record obtained in connection with an investigation under K.S.A. 17-12a602, and amendments thereto.
History: L. 2004, ch. 154, § 46; July 1, 2005.
(a)
Objective of uniformity.
The administrator may cooperate, coordinate, consult, and, subject to K.S.A. 17-12a607, and amendments thereto, share records and information with the securities regulator of another state, Canada, a Canadian province or territory, a foreign jurisdiction, the securities and exchange commission, the United States department of justice, the commodity futures trading commission, the federal trade commission, the securities investor protection corporation, a self-regulatory organization, a national or international organization of securities regulators, a federal or state banking or insurance regulator, and a governmental law enforcement or regulatory agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, states, and foreign governments.
(b)
Policies to consider.
In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this act, the administrator, in the administrator's discretion, shall take into consideration in carrying out the public interest the following general policies:
(1) Maximizing effectiveness of regulation for the protection of investors;
(2) maximizing uniformity in federal and state regulatory standards; and
(3) minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection.
(c)
Subjects for cooperation.
The cooperation, coordination, consultation, and sharing of records and information authorized by this section includes:
(1) Establishing or employing one or more designees as a central depository for registration and notice filings under this act and for records required or allowed to be maintained under this act;
(2) developing and maintaining uniform forms;
(3) conducting a joint examination or investigation;
(4) holding a joint administrative hearing;
(5) instituting and prosecuting a joint civil or administrative proceeding;
(6) sharing and exchanging personnel;
(7) coordinating registrations under K.S.A. 17-12a303, 17-12a304* and 17-12a401 through 17-12a404, and amendments thereto, and exemptions under K.S.A. 17-12a203, and amendments thereto;
(8) sharing and exchanging records, subject to K.S.A. 17-12a607, and amendments thereto;
(9) formulating rules, statements of policy, guidelines, forms, and interpretative opinions and releases;
(10) formulating common systems and procedures;
(11) notifying the public of proposed rules, forms, statements of policy, and guidelines;
(12) attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, deemed necessary or appropriate to promote or achieve uniformity; and
(13) developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses.
History: L. 2004, ch. 154, § 47; July 1, 2005.
A final order issued by the administrator under this act is subject to judicial review in accordance with the provisions of the Kansas judicial review act.
History: L. 2004, ch. 154, § 48; L. 2010, ch. 17, § 38; July 1.
(a)
Sales and offers to sell.
K.S.A. 17-12a301, 17-12a302, 17-12a401(a), 17-12a402(a), 17-12a403(a), 17-12a404(a), 17-12a501, 17-12a506, 17-12a509, and 17-12a510, and amendments thereto, do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in this state or the offer to purchase or the purchase is made and accepted in this state.
(b)
Purchases and offers to purchase.
K.S.A. 17-12a401(a), 17-12a402(a), 17-12a403(a), 17-12a404(a), 17-12a501, 17-12a506, 17-12a509, and 17-12a510, and amendments thereto, do not apply to a person that purchases or offers to purchase a security unless the offer to purchase or the purchase is made in this state or the offer to sell or the sale is made and accepted in this state.
(c)
Offers in this state.
For the purpose of this section, an offer to sell or to purchase a security is made in this state, whether or not either party is then present in this state, if the offer:
(1) Originates from within this state; or
(2) is directed by the offeror to a place in this state and received at the place to which it is directed.
(d)
Acceptances in this state.
For the purpose of this section, an offer to purchase or to sell is accepted in this state, whether or not either party is then present in this state, if the acceptance:
(1) Is communicated to the offeror in this state and the offeree reasonably believes the offeror to be present in this state and the acceptance is received at the place in this state to which it is directed; and
(2) has not previously been communicated to the offeror, orally or in a record, outside this state.
(e)
Publications, radio, television or electronic communications.
An offer to sell or to purchase is not made in this state when a publisher circulates or there is circulated on the publisher's behalf in this state a bona fide newspaper or other publication of general, regular and paid circulation that is not published in this state, or that is published in this state but has had more than two-thirds of its circulation outside this state during the previous 12 months or when a radio or television program or other electronic communication originating outside this state is received in this state. A radio or television program, or other electronic communication is considered as having originated in this state if either the broadcast studio or the originating source of transmission is located in this state, unless:
(1) The program or communication is syndicated and distributed from outside this state for redistribution to the general public in this state;
(2) the program or communication is supplied by a radio, television or other electronic network with the electronic signal originating from outside this state for redistribution to the general public in this state;
(3) the program or communication is an electronic communication that originates outside this state and is captured for redistribution to the general public in this state by a community antenna or cable, radio, cable television or other electronic system; or
(4) the program or communication consists of an electronic communication that originates in this state, but which is not intended for distribution to the general public in this state.
(f)
Investment advice and misrepresentations.
K.S.A. 17-12a403(a), 17-12a404(a), 17-12a405(a), 17-12a502, 17-12a505, and 17-12a506, and amendments thereto, apply to a person if the person engages in an act, practice, or course of business instrumental in effecting prohibited or actionable conduct in this state, whether or not either party is then present in this state.
History: L. 2004, ch. 154, § 49; July 1, 2005.
(a)
Signed consent to service of process.
A consent to service of process required by this act must be signed and filed in the form required by a rule or order under this act. A consent appointing the administrator the person's agent for service of process in a noncriminal action or proceeding against the person, or the person's successor or personal representative under this act or a rule adopted or order issued under this act after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. A person that has filed a consent complying with this subsection in connection with a previous application for registration or notice filing need not file an additional consent.
(b)
Conduct constituting appointment of agent for service.
If a person, including a nonresident of this state, engages in an act, practice, or course of business prohibited or made actionable by this act or a rule adopted or order issued under this act and the person has not filed a consent to service of process under subsection (a), the act, practice, or course of business constitutes the appointment of the administrator as the person's agent for service of process in a noncriminal action or proceeding against the person or the person's successor or personal representative.
(c)
Procedure for service of process.
Service under subsection (a) or (b) may be made by providing a copy of the process to the office of the administrator, but it is not effective unless:
(1) The plaintiff, which may be the administrator, promptly sends notice of the service and a copy of the process, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address, or takes other reasonable steps to give notice; and
(2) the plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the administrator in a proceeding before the administrator, allows.
(d)
Service in administrative proceedings or civil actions by administrator.
Service pursuant to subsection (c) may be used in a proceeding before the administrator or by the administrator in a civil action in which the administrator is the moving party. In an administrative proceeding under this act, service of process may also be made in accordance with the Kansas administrative procedure act.
(e)
Opportunity to defend.
If process is served under subsection (c), the court, or the administrator in a proceeding before the administrator, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.
History: L. 2004, ch. 154, § 50; July 1, 2005.
If any provision of this act or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this act that can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.
History: L. 2004, ch. 154, § 51; July 1, 2005.
The Kansas securities act, K.S.A. 17-1252 through 17-1275, is hereby repealed subject to the following limitations:
(a)
Applicability of predecessor act to pending proceedings and existing rights.
The predecessor act exclusively governs all actions or proceedings that are pending on the effective date of this act or may be instituted on the basis of conduct occurring before the effective date of this act, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within five years after the effective date of this act, whichever is earlier.
(b)
Continued effectiveness under predecessor act.
All effective registrations under the predecessor act, all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act remain in effect while they would have remained in effect if this act had not been enacted. They are considered to have been filed, issued, or imposed under this act, but are exclusively governed by the predecessor act.
(c)
Applicability of predecessor act to offers or sales.
The predecessor act exclusively applies to an offer or sale made within one year after the effective date of this act pursuant to an offering made in good faith before the effective date of this act on the basis of an exemption available under the predecessor act.
History: L. 2004, ch. 154, § 52; July 1, 2005.
History: G.S. 1868, ch. 23, § 124; L. 1915, ch. 99, § 1; R.S. 1923, 17-1301; L. 1927, ch. 151, § 1; Repealed, L. 1951, ch. 198, § 1; June 30.
History: L. 1927, ch. 152, § 1; Repealed, L. 1951, ch. 198, § 1; June 30.
History: L. 1929, ch. 142, § 1; Repealed, L. 1951, ch. 198, § 1; June 30.
The following definitions shall apply to this act:
(a) "Burial lot" shall mean any space designated for the interment of remains such as grave lots, grave spaces, burial or interment rights, and developed or existing lawn crypts.
(b) "Burial space" shall mean any space designated for the interment, entombment or inurnment of remains such as burial lots, burial or interment rights, mausoleum crypts or niches and developed or existing lawn crypts.
(c) "Cemetery corporation" means any individual or entity required to maintain permanent maintenance funds under the provisions of K.S.A. 17-1312f, and amendments thereto.
(d) "Community mausoleum" means a mausoleum containing a substantial area of enclosed space and having either a heating, ventilating or air conditioning system.
(e) "Funding requirement" means that portion of the purchase price equal to 15% of the purchase price, but not less than $25, of a burial lot; 10% of the purchase price, but not less than $100 per community mausoleum crypt; or 5% of the purchase price, but not less than $50 for each garden mausoleum crypt or niche set aside in the permanent maintenance fund.
(f) "Garden mausoleum" means a mausoleum without a substantial area of enclosed space and having its crypt fronts open to the atmosphere. Ventilation of the crypts by forced air or otherwise does not constitute a garden mausoleum as a community mausoleum.
(g) "Niche" means a space used or intended to be used for inurnment of cremated remains, but not including burial lots, lawn crypts or community or garden mausoleums.
(h) "Permanent maintenance fund" means a certificate of deposit, a business savings account, or an irrevocable trust fund whose proceeds are derived from not less than the funding requirement as defined in subsection (e).
(i) "Purchase price" means the gross amount, less sales tax, if any, less any amount included in the total for permanent maintenance to be paid for cemetery burial space. The purchase price does not include finance charges, charges for credit life insurance or secretary of state burial space fees. The purchase price stated in the contract may include the amount of the funding requirement specified in subsection (e).
(j) "Trustee" means:
(1) A bank, savings and loan association, savings bank or credit union organized under the laws of this state with the authority to provide trust services;
(2) a federally chartered bank, savings and loan association, savings bank or credit union having a physical location within the state of Kansas and the authority to provide trust services; or
(3) a trust company organized under the laws of this state.
(k) "Trustor" means the cemetery corporation responsible for making deposits in permanent maintenance fund, which is subject of a trust.
(l) This section shall be part of and supplemental to article 13 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 2011, ch. 78, § 2; L. 2014, ch. 118, § 4; July 1.
Such corporations shall have power to convey, by deed or otherwise, any lot or lots of the cemetery for purposes of sepulture. When such lots shall have been surveyed and platted, the survey and plat shall be recorded in the office of the register of deeds of the county wherein the same are situated. No lots shall be sold or disposed of until such plat shall have been recorded.
Every lot sold and conveyed in such cemetery shall be held by the proprietor, for the purpose of sepulture only, and shall not be subject to attachment or execution: Provided, That where such corporation has agreed to convey a certain lot or lots to a purchaser, and such purchaser has failed for a period of one year following the date of such agreement to pay the purchase price therefor, such agreement, at the option and election of the cemetery corporation, shall be and remain canceled, void, and of no effect: Provided further, That if within the said period of one year the purchaser shall cause any dead person to be buried upon said lot, or lots, so agreed to be sold, that portion of said lot or lots actually occupied by the said grave of such dead person so buried shall not be sold by such cemetery corporation to any other person, or persons; but, if the purchaser shall voluntarily remove or cause to be removed the dead person so buried in such grave, such corporation may convey, sell and dispose of such grave described to any other person or persons.
History: G.S. 1868, ch. 23, § 125; L. 1913, ch. 143, § 1; R.S. 1923, 17-1302; L. 1970, ch. 84, § 1; July 1.
Whenever a religious organization has, prior to the effective date of this act established a cemetery and provided for the operation thereof by a board of directors, and the lots have been surveyed and platted and the plat recorded in the office of the register of deeds of the county in which the cemetery is situated prior to 1940, and where there are some areas of these platted lands containing a number of lots which have not been sold or otherwise disposed of, and the board of directors of the cemetery shall determine that there is a real necessity to widen driveways and change the size of the lots in such unsold or undisposed of platted areas, then, the board of directors may replat such areas that are to be used for cemetery purposes in such a manner as to widen the driveways and change the size of the unsold lots, so that they may be utilized in the best possible way. Such replat shall be recorded in the office of the register of deeds in the same manner as the original plat was recorded.
History: L. 1969, ch. 123, § 1; July 1.
All owners of lots, purchased of any such corporation, shall become members thereof, and be entitled to vote in the election of its officers, and upon any other matters, to the same extent as stockholders in other corporations.
History: G.S. 1868, ch. 23, § 126; October 31; R.S. 1923, 17-1303.
Laws 1919, chapter 104 included by reference. [Relates to cemeteries which are public corporations organized under the provisions of General Statutes of 1868, article 14 [see, 17-1701, 17-1702], chapter 23, and to the vacation of streets, avenues or ways and to platting the vacated portions of lots and blocks, vacating, resurveying and replatting where the cemetery corporation was duly chartered more than forty-two years previous to the passage of the act; also interpreting the expression "and/or" as used in the act.]
History: R.S. 1923, 17-1304.
All private burying grounds not otherwise expressly provided for by will, deed, or in the actual possession of the owner in life, shall be under the exclusive control of the county clerk of the county in which said burying ground may be situated; and it is hereby made the duty of said clerk to commence a civil suit or suits for any damages that any other person may do or cause to be done to said burying ground, or to the fence, gates or bars enclosing the same, or any of the graves or monuments therein. The style of any such suit shall be "__________, as county clerk of __________ county, against __________, defendant."
History: L. 1870, ch. 44, § 1; R.S. 1923, 17-1305; L. 1976, ch. 145, § 41; L. 1977, ch. 109, § 12; July 1.
History: L. 1870, ch. 44, § 2; R.S. 1923, 17-1306; L. 1976, ch. 145, § 42; Repealed, L. 1977, ch. 109, § 43; July 1.
Every corporation hereafter formed or organized or that has been organized subsequent to March 1, 1914, for the purpose of the establishment and maintenance of cemeteries in, or within two miles of any city of the third class, four miles of any city of the second class having a population of less than twelve thousand, or within eight miles of any city of the first class or of any city of the second class having a population of twelve thousand or more, shall have a capital stock and board of directors elected by the stockholders with the same duties and powers as the board of directors of other corporations for profit, and is empowered to acquire and hold lands for cemetery purposes only, within such distances of such cities, not to exceed two hundred acres, and is hereby authorized to enclose, lay out, or ornament and improve such lands held by such corporation for such purposes, and to divide said lands into burial lots; and that all of the acts of any board of directors heretofore legally elected by stockholders in any such company, which would be legal if done by any other private corporation, are hereby recognized, confirmed and made valid: Provided, That no owner of any lot in any such cemetery shall be a stockholder or member of any such corporation by reason of his being such owner.
History: L. 1901, ch. 102, § 1; L. 1903, ch. 119, § 1; L. 1915, ch. 98, § 1; L. 1919, ch. 106, § 1; R.S. 1923, 17-1307; L. 1949, ch. 185, § 1; April 2.
Before such corporation shall have the power to sell or in any manner convey, for burial purposes, any of the lands held by it, it shall cause such lands to be surveyed and platted into burial lots and said plat to be filed in the office of the register of deeds in the county wherein such lands are situated; and all conveyances of said lots shall be by reference to said recorded plat: Provided, That before any such corporation shall have power to sell or convey lands, acquired from and after the effective date of this act for the purpose of establishing or making an addition to any cemetery, it shall place and maintain ten thousand dollars ($10,000) in the permanent maintenance fund established under the provisions of this act and an additional five hundred dollars ($500) for each acre of land, or fraction thereof, in excess of twenty (20) acres acquired for such purposes; said deposits, prerequisite to selling or conveying lands, shall not be required to exceed thirty-five thousand dollars ($35,000), but nothing herein shall be construed as affecting the requirements imposed on the permanent maintenance fund in K.S.A. 17-1311, and any amendments thereto: Provided further, That from and after July 1, 1969, no such corporation shall have power to sell or convey lands, acquired prior to the effective date of this act for the purpose of establishing or making an addition to any cemetery, until it shall comply with the requirements hereinbefore imposed on the permanent maintenance fund for lands acquired from and after the effective date of this act, but such compliance shall be required only as to such lands used to establish or make an addition to a cemetery and shall not be required as to land previously set aside for cemetery purposes if such corporation is maintaining a permanent maintenance fund and such fund at that time contains not less than ten thousand dollars ($10,000).
History: L. 1901, ch. 102, § 2; R.S. 1923, 17-1308; L. 1968, ch. 330, § 2; July 1.
That upon complying with the requirements of the preceding section, such corporation shall have the power to convey, by deed or otherwise, the burial lots as shown on said recorded plats for burial purposes only, in accordance with such regulations and bylaws as may be established and adopted by said corporation.
History: L. 1901, ch. 102, § 3; March 22; R.S. 1923, 17-1309.
That such corporation shall have complete management and control of all lands held, laid out and sold by it for cemetery purposes until such time as all the burial lots shall have been sold or until such time as said corporation shall be dissolved in the manner hereinafter set forth: Provided, That such corporation may replat any areas used for cemetery purposes in such a manner as to eliminate roads that have been platted but have not been actually constructed.
History: L. 1901, ch. 102, § 4; R.S. 1923, 17-1310; L. 1949, ch. 186, § 1; June 30.
(a) A cemetery corporation shall maintain in a permanent maintenance fund with a trustee a percentage of the purchase price based upon the funding requirement as such term is defined in K.S.A. 17-1301c, and amendments thereto. Deposits to the permanent maintenance fund shall be made within 30 days following each calendar month end, after the moneys are received. Moneys placed in such fund under the provisions of K.S.A. 17-1308, and amendments thereto, shall be credited for the purposes of fulfilling such requirement. Moneys in such fund may be held and invested subject to the requirements of subsections (a) through (f) of K.S.A. 58-24a02, and amendments thereto, but the total amount of money invested in any mortgage upon real property shall not exceed an amount equal to 75% of the market value of such property at the time of such investment. No part of the principal of the fund shall ever be used for any purpose except for investment. In no event shall any loan of the funds be made to any stockholder, officer or employee of such cemetery corporation, or to any person related, by blood or marriage, to a stockholder, officer or employee. The treasurer of such corporation may deposit, to the credit of such fund, donations or bequests for the fund and may retain property so acquired without limitation as to time and without regard to its suitability for original purchase.
(b) The primary purpose of the permanent maintenance fund is to maintain the corpus of the fund. The income earned from the permanent maintenance fund may be dispersed to the cemetery. All capital gains shall be allocated to principal after liability for any capital gains tax has been paid as allowed by K.S.A. 17-1312, and amendments thereto.
(c) The cemetery corporation shall obtain prior written approval from the secretary of state before the trust instrument shall be terminated, transferred, or amended. The cemetery corporation shall provide the secretary of state copies of any amendments to the trust instrument before the amendments shall become effective.
History: L. 1901, ch. 102, § 5; R.S. 1923, 17-1311; L. 1931, ch. 147, § 1; L. 1963, ch. 138, § 1; L. 1968, ch. 330, § 3; L. 1971, ch. 71, § 1; L. 1978, ch. 76, § 1; L. 1985, ch. 91, § 1; L. 1989, ch. 48, § 77; L. 1994, ch. 229, § 4; L. 2001, ch. 75, § 6; L. 2011, ch. 78, § 16; L. 2014, ch. 118, § 5; July 1.
(a) Misuse of the permanent maintenance fund or any money belonging thereto is knowingly using, lending or permitting another to use moneys in the fund in a manner not authorized by law.
(b) Misuse of the permanent maintenance fund is a severity level 7, nonperson felony.
History: L. 1971, ch. 71, § 2; L. 2007, ch. 198, § 1; L. 2011, ch. 78, § 17; January 1, 2012.
(a) All funds held in a permanent maintenance fund shall not be subject to attachment, garnishment or other legal process, nor be seized, taken, appropriated or applied to pay any debt or liability of the cemetery corporation, buyer or beneficiary, by any legal or equitable process or by operation of law.
(b) This section shall be part of and supplemental to article 13 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 2011, ch. 78, § 3; January 1, 2012.
(a) If the market value of the permanent maintenance fund is less than $100,000, the permanent maintenance fund may be held in a Kansas financial institution, in either certificates of deposit or a business savings account which is insured by the federal deposit insurance corporation, provided that the fund assets are maintained in a segregated account. If the cemetery's permanent maintenance fund has a market value of less than $100,000, the cemetery corporation shall comply with the reporting requirements of this act.
(b) (1) Unless otherwise authorized by subsection (a), each cemetery corporation shall establish and maintain a permanent maintenance fund. If the market value of the permanent maintenance fund is $100,000 or more, the cemetery corporation shall establish and maintain the permanent maintenance fund in an irrevocable trust with a trustee. The trustee may appoint one or more agents to provide administrative or investment advisory services, provided the trustee shall not assign or delegate the liability and fiduciary responsibilities owed to the permanent maintenance fund to another financial institution or agent. The trustee may invest, reinvest, exchange, retain, sell, and manage the moneys within such fund, pursuant to subsections (a) through (f) of K.S.A. 58-24a02, and amendments thereto. Such trustee may be reasonably compensated for its services out of the income of the fund. It shall be a provision of any such trust agreement that no moneys, other than income from the trust, shall be paid over to the cemetery corporation by the trustee, except upon the written permission of the secretary of state. Nothing in this act shall prohibit a trustee, as defined in K.S.A. 16-320, and amendments thereto, from entering into a co-trustee relationship with another trustee, who would not independently satisfy the requirements of that section provided the co-trustee: (A) Is authorized to do business in Kansas; and (B) submits personally to the jurisdiction of the courts of this state. Under no circumstances shall any trustee assign or delegate their liability or fiduciary responsibilities under the provisions of this act. Both trustees and co-trustees are jointly and severally liable for the actions of the trustee. All contractual agreements shall be subject to, governed by, and construed according to the laws of the state of Kansas.
(2) The trustee may recover from the earnings of the permanent maintenance fund for all reasonable costs incurred in serving as trustee, including a reasonable fee for its services. The taxes and costs may be paid from earnings of the fund prior to the distribution of the income, except that the taxes from capital gains may be paid from the realized capital gains proceeds.
(3) The trustee shall be solely responsible for the investment of the moneys held under a cemetery permanent maintenance fund. The trust instrument must state that control of the trust funds by the trustor is prohibited.
(c) The trust instrument shall be effective upon written approval by the secretary of state and compliance with this section, unless it is determined by a court of law that the underlying trust instrument is in conflict with Kansas statutes, then that portion of the underlying trust instrument becomes null and void and shall be of no further force or effect. The trust instrument is in compliance with this section if the following is provided to the secretary of state:
(1) The names of the trustee, the cemetery corporation as trustor and the date the trust instrument shall become effective.
(2) The trustee shall submit a quarterly report to the secretary of state. The report shall be in a form and manner approved by the secretary of state and shall contain the following:
(A) Deposits to principal;
(B) any withdrawals from principal;
(C) all interest, dividends, and income earned;
(D) income withdrawn;
(E) capital gains or capital losses; and
(F) capital gains taxes paid from capital gains.
(3) The trustee shall use deposit and withdrawal forms approved by the secretary of state.
(4) The trustee shall invest the trust funds subject to the requirements of subsections (a) through (f) of K.S.A. 58-24a02, and amendments thereto. Control of the trust funds by the trustor is prohibited.
(5) By accepting the trusteeship of the permanent maintenance fund, the trustee submits personally to the jurisdiction of the courts of this state. All contractual agreements shall be subject to, governed by, and construed according to the laws of the state of Kansas.
(6) The trustee acknowledges the primary purpose of the permanent maintenance fund is to maintain the corpus of the trust.
(7) The trustee shall retain all liability and fiduciary responsibility for managing and administering the permanent maintenance fund.
(8) The trustee shall sign an affirmation under penalty of perjury, declaring the trustee has read, understands and agrees to comply with the requirements of K.S.A. 17-1308 et seq., and amendments thereto.
History: L. 1901, ch. 102, § 6; R.S. 1923, 17-1312; L. 1968, ch. 330, § 4; L. 1978, ch. 76, § 2; L. 1985, ch. 91, § 2; L. 1989, ch. 48, § 78; L. 1994, ch. 229, § 5; L. 2011, ch. 78, § 18; L. 2014, ch. 118, § 6; July 1.
(a) Each cemetery corporation formed under the laws of the state of Kansas and each foreign corporation granted a certificate of authority to own or operate a cemetery within the state of Kansas shall register with the secretary of state before commencing business in Kansas. Each cemetery corporation shall prepare and forward to the secretary of state at the time it is required to make a quarterly report under the provisions of this act.
(b) Within 30 days following each end of the quarter, the cemetery corporation shall provide the trustee and the secretary of state a report of all sales of burial spaces. The report shall be in a form and manner approved by the secretary of state and shall contain the name of each purchaser, contract number, a brief description of each burial space, including the purchase price, the name and address of the trustee where the permanent maintenance fund is located, and the amount deposited into the permanent maintenance fund. If the cemetery corporation did not make a sale, within 30 days following each quarter end, the cemetery corporation shall provide to both the trustee and the secretary of state a report indicating no sales to record. The report shall be in a form and manner approved by the secretary of state.
(c) Within 30 days following the end of each quarter, the trustee shall provide the secretary of state a report of all deposits to, and distributions from, the permanent maintenance fund. The report shall be in a form and manner approved by the secretary of state and shall contain the total amount of the deposits, distributions, and the name and contact information of the trust officer in charge of the account.
(d) At least annually, the trustee of the permanent maintenance fund shall determine the income for the permanent maintenance fund, less reasonable costs, taxes and fees, and pay the income to the cemetery corporation. The trustee shall report to the secretary of state the calculation of the income paid to the cemetery within 30 days, in a form and manner approved by the secretary of state.
(e) Whenever the secretary of state shall determine that any cemetery corporation required by this act to be registered has failed or refused to do so, the secretary of state may notify the county attorney or district attorney of the county in which such cemetery corporation is located, and such county attorney or district attorney shall commence prosecution against such cemetery corporation. Any cemetery corporation which fails to register with the secretary of state shall be liable for a civil penalty of not to exceed $1,000.
(f) Whenever and as often as deemed necessary, the secretary of state, or an employee designated by the secretary of state, may audit or otherwise examine any cemetery corporation books and accounts. Whenever such an audit or examination is so made, the cemetery corporation shall pay such expenses as shall be assessed by the secretary of state pursuant to K.S.A. 75-442, and amendments thereto.
(g) Fees not to exceed $30 may be charged and collected by the secretary of state on each interment sold on or after January 1, 2011. Any such fees shall be forwarded on a quarterly basis to the secretary of state, in a form and manner approved by the secretary. The secretary of state shall promulgate rules and regulations fixing the fees to be charged and collected. On and after the effective date of this act any such fees collected shall be deposited in the cemetery maintenance and merchandise fee fund in the state treasury.
History: L. 1968, ch. 330, § 5; L. 1974, ch. 95, § 1; L. 1978, ch. 76, § 3; L. 1988, ch. 94, § 5; L. 2011, ch. 78, § 19; L. 2014, ch. 118, § 7; July 1.
The secretary of state, or his assistants or examiners, may make examinations or audits as provided in K.S.A. 17-1312a. For such purpose the secretary of state, his assistants and examiners, are authorized to administer oaths and to examine under oath the directors, officers, employees and agents of any cemetery corporation. Such examination may be reduced to writing by the person making it and may contain a statement of the condition of each permanent maintenance fund examined.
History: L. 1968, ch. 330, § 6; L. 1974, ch. 95, § 2; July 1.
Whenever any officer of any cemetery corporation shall refuse to submit the books, records, papers and instruments of such cemetery corporation to the examination and inspection of the secretary of state, or any of his assistants or examiners, or in any manner obstruct or interfere with the examination or audit of its permanent maintenance funds, or refuse to be examined on oath concerning any of the affairs of its permanent maintenance funds, the secretary of state, with the concurrence of the attorney general, may institute proceedings for the appointment of a receiver for such cemetery corporation.
History: L. 1968, ch. 330, § 7; L. 1974, ch. 95, § 3; July 1.
Any cemetery corporation which shall refuse or neglect to establish or maintain a permanent maintenance fund in accordance with the requirements of this act for each cemetery owned by it for a period of 60 days after demand to do so is made upon it by the secretary of state shall be deemed to have forfeited its cemetery corporation. The attorney general, upon the request of the secretary of state, shall then begin action for the appointment of a receiver for such cemetery corporation and to dissolve the same.
History: L. 1968, ch. 330, § 8; L. 1974, ch. 95, § 4; L. 2011, ch. 78, § 20; January 1, 2012.
(a) Except as provided by this section, all information that the secretary of state shall gather or record in making an investigation and examination of any cemetery corporation, or the reporting by the cemetery corporation or the trustee, shall be deemed to be confidential information and shall not be disclosed by the secretary of state or any assistant, examiner or employee thereof, except to:
(1) Officers and the members of the board of directors of the cemetery corporation being audited;
(2) the attorney general, when in the opinion of the secretary of state the same should be disclosed; and
(3) the appropriate official for the municipality in which the cemetery resides when in the opinion of the secretary of state the same should be disclosed.
(b) Upon request, the secretary of state may disclose to any person whether a cemetery corporation maintains a permanent maintenance fund under K.S.A. 17-1311, and amendments thereto, and whether such funds are maintained in compliance with the provisions of such laws.
History: L. 1968, ch. 330, § 9; L. 1974, ch. 95, § 5; L. 1978, ch. 76, § 4; L. 1994, ch. 229, § 6; L. 2011, ch. 78, § 21; L. 2016, ch. 82, § 5; L. 2021, ch. 82, § 6; July 1.
The provisions of K.S.A. 17-1308, 17-1311, 17-1312, and 17-1312a through 17-1312e, and amendments thereto, shall apply to and be controlling upon every individual, firm, partnership or other organization hereafter selling or conveying land for cemetery purposes, and for this purpose the term "corporation," except where the context clearly indicates a different meaning, shall mean and include such individuals, firms, partnerships or organizations. The provisions of this act shall not apply to:
(a) Any municipality, corporation or quasi-corporation within the state of Kansas that is empowered to issue bonds in payment of which taxes may be levied;
(b) any nonprofit organization formed primarily for religious purposes and constituting an established church that sells or conveys cemetery lots solely to the members of its own church or to persons related by consanguinity, either lineal or collateral, by adoption, or by marriage to any such member;
(c) any cemetery owned and operated by a nonprofit corporation located in a county designated as an urban area on or before March 1, 1968; or
(d) any cemetery having a permanent maintenance fund of less than $10,000 that was organized prior to January 1, 1900, and that has been maintained and operated continuously since such date.
History: L. 1968, ch. 330, § 1; L. 1976, ch. 102, § 1; L. 1979, ch. 62, § 4; L. 2018, ch. 59, § 2; July 1.
(a) Cemetery corporations subject to an audit by the secretary of state pursuant to K.S.A. 17-1312a, and amendments thereto, shall file, in the office of the secretary of state, a copy of the agreement or document which establishes the trust between the cemetery corporation and the trustee.
(b) The trust agreement shall acknowledge all contractual agreements * shall be subject to and governed by K.S.A. 17-1308 et seq., and amendments thereto.
(c) The secretary of state shall promulgate rules and regulations for the purpose of oversight and audit of the permanent maintenance fund.
History: L. 1994, ch. 229, § 2; L. 2011, ch. 78, § 22; January 1, 2012.
That upon the sale of all of the burial lots in the cemetery of said corporation, or upon a vote of two-thirds majority of the stockholders of said corporation, said corporation may be dissolved, and thereupon a permanent-maintenance fund, together with all investments then outstanding, and all books, records and papers of such corporation, shall be turned over to the city treasurer of the city in which or adjacent to which said cemetery is situated, who shall give a bond similar to the bond hereinbefore required of the treasurer of said corporation; and thereupon the governing body of said city is hereby authorized and required to provide for the investment of such funds in the same kind of securities as hereinbefore provided, and to care for and maintain the said cemetery; the proceeds of said fund to be used exclusively for such purpose.
History: L. 1901, ch. 102, § 7; March 22; R.S. 1923, 17-1313.
History: L. 1901, ch. 102, § 8; R.S. 1923, 17-1314; L. 1931, ch. 148, § 1; Repealed, 1935, ch. 130, § 1; March 19.
Any cemetery corporation or other association of individuals owning or in possession of, or controlling a burial ground, not in a city of the first class, shall have power of eminent domain to condemn and appropriate lands necessary to enlarge such cemetery as provided by law.
History: R.S. 1923, 17-1315; December 27.
All cemetery companies organized prior to March, 1901, owning or controlling a cemetery of fifty or more acres in or adjacent to a city of the first class having a population of 40,000 or more, the land of which was conveyed to said company in payment of capital stock issued therefor, shall be under the management and control of directors elected by the stockholders thereof, and that all of the acts of any board of directors heretofore regularly elected by stockholders in any such company which would be legal if done by any other private corporation are hereby recognized, confirmed and made valid: Provided, That from and after this date no dividends shall be issued in excess of six percent on the original capital stock of such corporation: And provided further, That all net earnings in excess of six percent shall be set apart for a permanent care fund for such cemetery.
History: L. 1909, ch. 72, § 1; May 29; R.S. 1923, 17-1316.
Such permanent care fund shall be perpetually held, preserved and maintained for the same purposes and upon the same terms and conditions as provided for in K.S.A. 17-1311, 17-1312 and 17-1313.
History: L. 1909, ch. 72, § 2; May 29; R.S. 1923, 17-1317.
History: L. 1909, ch. 72, § 3; R.S. 1923, 17-1318; Repealed, L. 1931, ch. 148, § 3; March 19.
Any city owning a cemetery and any cemetery association incorporated under the laws of this state may receive, acquire and hold donations or bequests in a permanent fund to be invested as the donor may direct or if the donor has not specified, such fund shall be invested in investments authorized by K.S.A. 12-1675, and amendments thereto, in the manner prescribed therein or in bonds of the United States or of the state of Kansas, or any municipality thereof. The interest on such investments shall be used by such city or association in defraying the expense incurred in keeping the lots and grounds of such cemetery in proper and suitable condition. Such permanent fund shall never be used for any other purpose than as above stated.
History: L. 1911, ch. 77, § 1; R.S. 1923, 17-1319; L. 1933, ch. 151, § 1; L. 1945, ch. 154, § 1; L. 1973, ch. 88, § 1; L. 1977, ch. 54, § 21; July 1.
(a) The attorney general, at the request of the secretary of state, may initiate an action for an accounting of the accounts required under K.S.A. 17-1308 through 17-1319, and amendments thereto, by the trustee, including, but not limited to, certificates of deposits, savings accounts or permanent maintenance funds.
(b) If it is determined that the permanent maintenance fund is underfunded due to inadequate deposits or unauthorized distributions, the cemetery corporation may propose and implement a plan for correcting the fund's deficiencies, subject to the approval of the secretary of state.
(c) In addition to other provisions and authority granted under law, the secretary of state shall have the authority to equitably resolve the results of an audit.
History: L. 2010, ch. 82, § 1; April 15.
History: L. 1911, ch. 77, § 2; R.S. 1923, 17-1320; Repealed, L. 1973, ch. 88, § 2; July 1.
The authorities of such city or cemetery association shall have entire control of raising such permanent fund, the loaning of same, and collecting and disbursing the interest thereon, and the custodian of such fund shall give a good and sufficient bond, with three or more sureties, who shall under oath, justify in double the amount of such funds in his hands.
History: L. 1911, ch. 77, § 3; March 11; R.S. 1923, 17-1321.
Where two cemetery associations have been organized, and the lands owned and platted and dedicated by each of said associations adjoin or are in such close proximity that the whole can be efficiently managed by one of the organizations and under one uniform platting and scheme, either one of said associations, by its president and secretary, and by the consent and direction of a majority of all the individual lot owners in said association secured by vote to be taken at a meeting to be called by the said president thereof for that purpose, may sell and convey to such other association, for general burial purposes, and in bulk, all the land and property of said association not already sold and conveyed to individual lot owners, and said property shall thereafter be held, managed and disposed of by the purchasing association as is now by law provided: Provided, however, That notwithstanding any other statutes to the contrary, any cemetery corporation, either private or public, or cemetery association, whether for profit or nonprofit, may purchase the assets, real or personal of any other such cemetery organization, except for those burial lots already sold for burial purposes.
History: L. 1913, ch. 74, § 1; R.S. 1923, 17-1322; L. 1971, ch. 72, § 1; July 1.
That after the property of any cemetery association shall have been conveyed to another like association as provided in the preceding section, the purchasing association shall have power and authority to replat the land so taken over so as to make the platting conform to that of its other property and to secure one general and uniform scheme of arrangement and adornment: Provided, however, That such replatting or new plat shall not take or appropriate any part of the lots that have been sold to individual lot owners or in any way injure such lots by leaving them in a substantially different situation with reference to streets and alleys from that of lots that will be subsequently sold by said association under the new platting.
History: L. 1913, ch. 74, § 2; March 15; R.S. 1923, 17-1323.
History: L. 1953, ch. 136, § 1; Repealed, L. 1957, ch. 146, § 1; June 29.
When any person, firm, or corporation, shall desire to build, construct, or erect any mausoleum, vault, or burial structure, the same to be built or constructed entirely above the ground, or partly by excavation, and to be built, constructed and erected so that the same may contain one or more deceased human bodies for permanent interment, before proceeding to build, construct, or erect such mausoleum, vault or other structure, shall present and file a copy of all the plans and specifications for such construction with the secretary of health and environment of the state of Kansas, and before approving such plans and specifications said secretary shall be satisfied beyond any doubt that the said mausoleum, vault, or other structure would be absolutely permanent and sanitary, and if approved, said approval shall be evidenced by a certificate in writing signed by the secretary, may proceed with the construction and erection of such mausoleum, vault or other structure.
History: L. 1917, ch. 85, § 1; R.S. 1923, 17-1324; L. 1975, ch. 462, § 12; July 1.
All crypts and catacombs, if any be placed therein in such mausoleum, vault, or other structure, shall be constructed so that all parts thereof may be readily and easily examined by the secretary of health and environment or the secretary's designee or by a local health officer, and such crypts or catacombs shall be hermetically sealed after such deceased bodies have been placed therein so that no offensive or unhealthful odor or effluvia may escape therefrom.
History: L. 1917, ch. 85, § 2; R.S. 1923, 17-1325; L. 1975, ch. 462, § 13; L. 1980, ch. 182, § 1; July 1.
Should any firm, person or corporation fail to hermetically seal such crypts or catacombs placed or constructed in such mausoleum, vault, or other burial structure and by reason of such failure or other reasons, offensive odors or effluvia arise therefrom, the secretary of health and environment or the secretary's designee or the local health officer of the county in which such mausoleum, vault or other burial structure shall be situated shall upon the complaint of any local health officer or resident of the township, where such mausoleum, vault or other structure may be situated, compel the sexton or other persons in charge of such mausoleum, vault or other burial structure to immediately place such mausoleum, vault or other burial structure in perfect and sanitary condition or immediately remove said deceased body or bodies therefrom, and properly inter the same at the expense of the person, firm or corporation owning such mausoleum, vault or other burial structure. If no such person, firm or corporation can be found in the county where the same may be located, then such interment shall be at the expense of the township or city where such structure may be situated.
History: L. 1917, ch. 85, § 3; R.S. 1923, 17-1326; L. 1975, ch. 462, § 14; L. 1980, ch. 182, § 2; July 1.
Any firm, person or corporation who shall fail or refuse to comply with the provisions of this act, may be fined in any sum, not to exceed five hundred dollars or by imprisonment in the county jail not exceeding six months.
History: L. 1917, ch. 85, § 4; May 26; R.S. 1923, 17-1327.
Cemetery corporations and associations that no longer function, and owning lands that have been abandoned for cemetery purposes, which contain less than twenty (20) graves, may sell such lands: Provided, however, That sufficient ground shall be retained for the proper care of the remaining graves.
History: L. 1927, ch. 153, § 1; March 21.
It shall be the duty of the trustees or treasurer of such cemetery corporation or association, or the township trustee, to apply the proceeds of such sale or sales to the permanent maintenance and care of the remaining graves in such abandoned cemetery.
History: L. 1927, ch. 153, § 2; March 21.
(a) Whenever a petition, setting forth the proposed cemetery district, and signed by not less than 51% of the qualified electors of the proposed district is presented to the board of county commissioners of the county in which the greatest portion of territory comprising the district is located, the board of county commissioners at its next regular meeting shall examine the petition, and upon finding that the petition is sufficient and in due form, shall enter an order in their proceedings establishing the cemetery district. The board of county commissioners in each county in which any part of the cemetery district is located shall thereafter authorize the levy of a tax on all the taxable tangible property within the cemetery district, in a sum not to exceed $6,000 for the maintenance, operation, regulation and care of such cemetery or for the purchase and use of adjoining property of the cemetery, or, if the board of directors of any cemetery association determines it to be in the best interests of the cemetery district, for care and maintenance of any abandoned cemetery located within the district.
(b) In any cemetery district in which a city is located, the board of directors of the district may, in lieu of levying the tax provided for in subsection (a), authorize the levying of a tax of not to exceed two mills on all the taxable tangible property within the district. Such levy shall be authorized at any annual or special meeting of the board of directors and shall be certified to the board of county commissioners. Upon receiving such certification, the board of county commissioners shall authorize the levy of such a tax.
(c) Whenever any such cemetery district or its predecessor in title has conveyed to any person or persons the right of interment upon any platted lot or designated piece of ground within the area of any cemetery in such cemetery district and (1) the deed or conveyance thereto from such district or its predecessor in title or the predecessor of such title owner provides that such lots shall be held subject to all regulations of the board of directors of such cemetery district, and (2) the owners thereof named in such deed or conveyance neglect or refuse to observe the regulations for the period of 10 successive years, and (3) the conveyance had been executed more than 25 years prior to the action of the board to reinvest title, and (4) no burials have been made on the lot within 10 years prior to the action of the board to reinvest title, the board of directors of such cemetery district may reinvest such district with the title to the portion of such cemetery lot not actually used for burial purpose except for sufficient space for two additional graves adjacent to any graves then on the lot. The reinvestment of title shall take place in the following manner and shall be subject to the following conditions:
If the owner of such cemetery lot is a resident of the county in which such cemetery is located, the board of directors may cause to be served upon such owner, in the manner prescribed by law for the service of a summons in a civil action, a notice specifying the amount unpaid for lot care upon the lot. The notice shall also specify the time within which the same must be paid to the secretary-treasurer of such district, which time shall not be less than 30 days from the date of the service of the notice, and shall further state that upon the failure of such lot owner to pay the amount specified in the notice within the prescribed time, the board of directors will take the necessary steps to reinvest the cemetery district with the title to the portion of such cemetery lot not actually used for burial purposes.
History: L. 1925, ch. 148, § 1; L. 1927, ch. 168, § 1; L. 1929, ch. 157, § 1; L. 1931, ch. 149, § 1; L. 1933, ch. 152, § 1; L. 1937, ch. 178, § 1; L. 1945, ch. 155, § 1; L. 1949, ch. 187, § 1; L. 1953, ch. 126, § 1; L. 1953, ch. 127, § 1; L. 1961, ch. 118, § 1; L. 1963, ch. 139, § 1; L. 1971, ch. 73, § 1; L. 1975, ch. 132, § 1; L. 1976, ch. 103, § 1; L. 1982, ch. 101, § 1; July 1.
Whenever any such cemetery district has been formed including more than one cemetery, and there is no outstanding indebtedness against such district, then any one of such cemeteries may be withdrawn from such district by presenting to the board of county commissioners of the county in which the greater portion of such district lies, a petition signed by not less than 51% of the qualified electors of the cemetery district proposed to be withdrawn, to be determined by an enumeration taken for this purpose and verified by some qualified elector of such district. It shall be the duty of the board of county commissioners at their next regular meeting to enter an order removing such cemetery with the territory included in such petition from such cemetery district, and when so removed such cemetery and territory so removed, shall not be taxed in the district from which it was removed and shall be restored to all rights and privileges the same as if it had never been included within any such district.
History: L. 1933, ch. 152, § 2; L. 1992, ch. 7, § 1; March 5.
(a) The board of county commissioners of any county having a cemetery district established pursuant to K.S.A. 17-1330, may by resolution, enlarge the district to include adjoining territory in which there is located an abandoned cemetery.
(b) No order shall be made under the provisions of subsection (a) until a hearing is held. Notice of such hearing shall be published in a newspaper of general circulation in the county where such cemetery district is located, for two consecutive weeks, stating the time and place of such hearing and the action proposed, with the last publication thereof being at least five days before the date of the hearing.
History: L. 1981, ch. 97, § 1; July 1.
Within 30 days after such order is entered by the board of county commissioners, as above provided, it is hereby made the duty of the township trustee of the township in which township lies the greatest portion of territory comprising such cemetery district, to call a meeting of the qualified electors of such cemetery district in the manner hereinafter provided, for the purpose of organizing such cemetery district into an association and for the election of five directors who shall have authority to provide for the caring and maintaining of such cemetery hereinafter provided for, and who shall hold their office until the next regular meeting of such cemetery association. Directors shall reside either (1) in the county or counties in which such cemetery district is located or (2) within 25 miles of the cemetery district boundaries. Upon the change of residency of any director as required by this section, such director's office shall be deemed to be vacated, and a successor shall be appointed to serve the remainder of the unexpired term by the remaining directors. Such township trustee shall cause notice of such meeting to be published, once each week for two consecutive weeks, in a newspaper of general circulation in such cemetery district, stating that a meeting of the qualified voters of such cemetery district will be held at the time and place fixed in the notice for the purpose of organizing the cemetery district into an association and for the election of five directors. The last publication of such notice shall be made not more than six days prior to the date fixed for the holding of the meeting.
History: L. 1925, ch. 148, § 2; L. 1978, ch. 77, § 1; L. 1988, ch. 95, § 1; July 1.
That before said petition shall be granted by said board of county commissioners as hereinbefore provided, there shall be on file with the clerk of said board an offer by at least one cemetery association or corporation in said proposed district, authorized by at least a majority vote of its officers and directors to convey to said proposed cemetery district association, all property, both real and personal, now owned by said association or corporation free of cost, and said cemetery association or corporation is hereby authorized to make such conveyance upon a majority vote of its officers and directors: Provided, That the petition may be granted by the board of county commissioners to a cemetery district organized to take over one or more abandoned cemeteries within the proposed district if the petition is accompanied by an affidavit signed by one or more residents of the district stating that the persons or association owning or having control of said cemetery or cemeteries cannot be ascertained or located and that said cemetery or cemeteries have been abandoned for more than five years. Upon the granting of said petition said cemetery district may take over and exercise ownership and control of said abandoned cemetery or cemeteries and shall be vested with color of title thereto.
History: L. 1925, ch. 148, § 3; L. 1949, ch. 188, § 1; June 30.
A majority of the electors present at said annual cemetery district meeting shall have authority to select a name for said cemetery district association; elect directors as provided for in K.S.A. 17-1331, who shall hold office as provided in K.S.A. 17-1333a; vote upon any proposition to disorganize such district and annex the territory thereof to another cemetery district; fix the date for its next annual meeting; determine the amount of tax to be levied not to exceed the limits prescribed in K.S.A. 17-1330, or K.S.A. 17-1365 for the caring for and maintaining said cemetery for the next year and cause the same to be certified to the county clerk of each county or counties in which said district is located; and at the first meeting of said cemetery association to select from the offer or offers on file to convey by cemetery associations or corporations in said district, the cemetery to become the official cemetery of said district association, which cemetery shall thereafter become the permanent property of said district association.
History: L. 1925, ch. 148 § 4; L. 1937, ch. 178, § 2; L. 1949, ch. 187, § 2; L. 1961, ch. 118, § 2; L. 1969, ch. 122, § 8; L. 1973, ch. 89, § 1; July 1.
At the first annual meeting of cemetery districts, provided for by K.S.A. 17-1333, and amendments thereto, which occurs after the effective date of this act, directors shall be elected as follows: Two for terms of four years; one for a term of three years; one for a term of two years; and one for a term of one year. Thereafter, upon the expiration of the term of a director, a successor shall be elected for a term of four years. Directors shall reside either (1) in the county or counties in which such cemetery district is located or (2) within 25 miles of the cemetery district boundaries. Upon the change of residency of any director as required by this section, such director's office shall be deemed to be vacated. Vacancies in the board of directors occasioned by removal, resignation or otherwise shall be filled for the unexpired term in like manner as original elections.
History: L. 1973, ch. 89, § 2; L. 1988, ch. 95, § 2; July 1.
That the directors of said cemetery association shall meet within thirty days after their election, and at all other times during their term of office when called by their president, who shall at their first meeting elect a president from among their number, and a secretary-treasurer who shall be required to give a bond to the association in the sum of $300, and which president and secretary-treasurer shall have all the authority now provided by law for such officials of cemetery associations or corporations. Each officer elected pursuant to this section shall serve for a term of one (1) year.
History: L. 1925, ch. 148, § 5; L. 1973, ch. 89, § 3; July 1.
(a) The district cemetery association shall have all the authority now provided by law for cemetery associations and corporations which shall specifically include but shall not be limited to the authorities granted by K.S.A. 17-1302, 17-1311, 17-1312, 17-1319, 17-1320 and 17-1321, and amendments thereto. The cemetery of such district association shall be and remain a public cemetery.
(b) The board of directors of such district is hereby authorized to issue general obligation bonds of the district for the purpose of acquiring additional land for cemetery purposes in the manner herein provided. Before any such bonds shall be issued, the board shall adopt a resolution declaring its intention to issue such bonds, stating the purpose for which the bonds are to be issued and the amount thereof. Such resolution shall be published once each week for three consecutive weeks in the official county newspaper. If within 30 days following the date of the last publication of such resolution a petition signed by not less than 5% of the qualified electors of the district is filed in the office of the county election officer requesting an election on the proposition to issue such bonds, no bonds shall be issued without such proposition having been approved by a majority of the electors of the district voting at an election called and held thereon. All such elections shall be noticed, called and held in the manner prescribed for the giving of notice, calling and the conduct of elections under the general bond law. If no sufficient petition is filed within the time prescribed or if such proposition is approved by a majority of the qualified electors of the district voting at an election held thereon, bonds of the district may be issued in an amount not to exceed the amount specified in the original resolution of the board.
History: L. 1925, ch. 148, § 6; L. 1951, ch. 200, § 1; L. 1988, ch. 95, § 5; July 1.
Whenever it shall be determined by the return of the sheriff of the county in which said cemetery is located, that the owner or owners of said lot or lots is not a resident of said county and cannot be found therein, then said board of directors may cause such notice to be published in a legal newspaper within said county for the period of three (3) weeks, and shall cause a copy of such notice to be served on the owner or owners thereof by registered mail addressed to their last known address, which said notice shall specify a time for payment, at least thirty (30) days after the completed service of such notice by publication thereof.
History: L. 1953, ch. 127, § 2; June 30.
All such notices with the proof of service or publication thereof, and all such resolutions adopted by the board of directors of said cemetery district shall be made a part of the records of said governing board.
History: L. 1953, ch. 127, § 3; June 30.
If for thirty (30) days after completion of such service or publication the party or parties fail to conform with the demands of such resolution, the rights of such party or parties may be deemed abandoned, and thereupon said board of directors may bring an action in the district court of said county against all parties so in default, uniting as many parties so in default as it may desire in one action, to have the rights of said parties in such lots or parcels terminated and the property restored to the board of directors of such cemetery district free of any right, title or interest of all such defaulting parties, their heirs or assigns. Such action in all other respects shall be brought and determined in the same manner as ordinary actions to determine title to real estate.
History: L. 1953, ch. 127, § 4; June 30.
In all such cases the fact that such grantee or holder has not, for a term fifteen (15) successive years or more, observed the regulations of the board of directors of such cemetery district shall be prima facie evidence that such party has abandoned such lots.
History: L. 1953, ch. 127, § 5; June 30.
A certified copy of the judgments in such actions quieting title may be filed in the office of the register of deeds in and for the county in which said parcel is situated.
History: L. 1953, ch. 127, § 6; June 30.
Such notice and all proceedings had pursuant to this act in relation to any such cemetery lots, shall distinctly describe by metes and bounds the portion of such cemetery lot unused for burial purposes; and such cemetery district is hereby required to leave sufficient ingress to, and egress from, any grave upon said lot, either by duly dedicated streets or alleys in said cemetery, or by leaving sufficient of the unused portion of such cemetery lot for such purpose.
History: L. 1953, ch. 127, § 7; June 30.
This act shall not apply to any lot or lots in any cemetery where a perpetual care contract has been entered into between such cemetery and the owner of such lot.
History: L. 1953, ch. 127, § 8; June 30.
Compliance with the terms of this act shall as fully reinvest the cemetery district with, and divest the record owner and his descendants of, the title to such portion of such cemetery lot unused for burial purposes, as though the same had never been conveyed to any person, and such cemetery district shall have, hold and enjoy such reclaimed portions of such lots for its own uses and purposes, subject to the laws of this state, and to the charter, bylaws, rules and regulations of such cemetery district: Provided, That such cemetery district shall not be permitted to alienate any such lot for the period of one (1) year from and after the adoption of the resolution provided for in this act by the board of directors of such cemetery district: And further provided, That if at any time during said one-year period, any person or persons entitled to such cemetery lot by the laws of this state, shall pay or cause to be paid to the secretary-treasurer of such district all said unpaid lot care, together with the expenses of the service of the notice hereinbefore provided for, and any additional sums due for lot care subsequent to the date of such notice, as prescribed by the bylaws, rules and regulations of such cemetery district, and shall take out and pay for a perpetual care contract upon such lot, the said board of directors shall reconvey such lots to the person or persons lawfully entitled to the same.
History: L. 1953, ch. 127, § 9; June 30.
Whenever a petition describing the territory sought to be annexed to a cemetery district organized and operating under the provisions of K.S.A. 17-1330, 17-1330a, 17-1331, 17-1332, 17-1333, 17-1334 and 17-1335, and amendments thereto, which territory is adjacent to such cemetery district, praying that such territory be annexed to and become a part of such cemetery district, and signed by not less than fifty-one percent (51%) of the qualified electors of such territory to be determined by an enumeration taken and verified for this purpose by some qualified elector of the territory sought to be annexed and attached to the petition, is presented to the board of county commissioners of the county in which lies the greatest portion of the territory sought to be annexed, it shall be the duty of said board of county commissioners at its next regular meeting to examine said petition and enumeration, and if it finds that the petition is regular and in due form, that it is signed by the requisite number of qualified electors, that such territory is adjacent to the cemetery district, and that no part of such territory is in another cemetery district, it shall enter an order in its proceedings annexing said petitioned territory to the cemetery district and making it a part thereof.
If the annexed territory lies in two or more counties, the county clerk of the county whose board of commissioners makes the annexation order shall certify a copy of the order to the county clerk of any other county in which any of such territory is located.
History: L. 1953, ch. 128, § 1; June 30.
That in any cemetery district organized or created under the provisions of K.S.A. 17-1330 through 17-1335, and amendments thereto, which is located in a county having a population of not less than eight thousand (8,000) nor more than eleven thousand (11,000) and having an assessed tangible valuation of more than thirty million dollars ($30,000,000), or which is located in a county having a population of not less than eighteen thousand (18,000) nor more than nineteen thousand (19,000) and having an assessed tangible valuation of more than thirty-four million dollars ($34,000,000), or any county having a population of not less than nineteen thousand (19,000) nor more than twenty-three thousand (23,000) and having an assessed tangible valuation of not less than thirty-three million dollars ($33,000,000) nor more than thirty-eight million dollars ($38,000,000), a majority of the electors present at the annual cemetery district meeting, shall determine the amount of tax to be levied not to exceed one-half (1/2) mill on all taxable property of the district for the caring for and maintaining said cemetery and for the improvement of the road leading to said cemetery from a county or state highway and cause the same to be certified to the board of county commissioners of such county; and any such cemetery district, so organized or created, which is located in a county having a population of not less than six thousand five hundred (6,500) and having an assessed tangible valuation of not less than ten million dollars ($10,000,000) nor more than fourteen million dollars ($14,000,000) shall, when a majority of the electors present at the annual cemetery meeting determine the amount of tax to be levied not to exceed one (1) mill on all taxable property of the district for the caring for and maintaining said cemetery and for the improvement of the road leading to said cemetery from a county or state highway, cause the same to be certified to the board of county commissioners of such county.
History: L. 1938, ch. 39, § 1; L. 1939, ch. 156, § 1; L. 1941, ch. 178, § 1; L. 1945, ch. 156, § 1; L. 1947, ch. 184, § 1; L. 1951, ch. 201, § 1; June 30.
(a) The board of directors of any cemetery district created pursuant to the provisions of article 13 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, is hereby authorized and empowered, by resolution, to transfer all or any portion of any surpluses of the moneys derived from any tax levy existing at the end of a budget year to a special fund for the completion of road improvements authorized by K.S.A. 17-1336, and amendments thereto. No more than one such transfer shall be made.
(b) The board of directors of any cemetery district created pursuant to article 13 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, is hereby authorized and empowered, by resolution, to transfer any surpluses of the money derived from any tax levy existing at the end of a budget year to a special fund to be used to purchase machinery and equipment for cemetery maintenance. The amount of such transfer shall not exceed 25% of the annual budget.
(c) Any money transferred pursuant to this section shall not be subject to K.S.A. 79-2925 to 79-2940, inclusive, and amendments thereto, except that in making the budget of such cemetery districts the amount transferred and the amount expended thereof shall be shown thereon for the information of the taxpayers of such cemetery districts.
History: L. 1945, ch. 156, § 2; L. 1983, ch. 82, § 1; July 1.
Such cemetery district shall be governed by a board of five directors. At the first annual meeting five directors shall be elected as follows: Two for a term of four years, one for a term of three years, one for a term of two years, and one for a term of one year. Thereafter, upon the expiration of the term of a director, a successor shall be elected for a term of four years. Directors shall reside either (1) in the county or counties in which such cemetery district is located or (2) within 25 miles of the cemetery district boundaries. Upon the change of residency of any director as required by this section, such director's office shall be deemed to be vacated. Vacancies in the board of directors occasioned by removal, resignation or otherwise shall be filled for the unexpired term in like manner as original elections.
History: L. 1938, ch. 39, § 2; L. 1939, ch. 156, § 2; L. 1988, ch. 95, § 3; July 1.
Any such cemetery district may receive, acquire and hold donations or bequests for a permanent fund, the income from which shall be used by such cemetery district in defraying the expenses incurred in keeping the lots and grounds of such cemetery in proper and suitable condition. Such permanent fund may be invested as the donor may direct or if the donor has not specified, such fund may be invested in investments authorized by K.S.A. 12-1675, and amendments thereto, in the manner prescribed therein or in any municipal bonds of this state or bonds of the United States except bonds of any municipality of this state where the bonded indebtedness thereof shall exceed fifteen percent of its total assessed valuation as shown by the last assessment preceding such investment.
History: L. 1938, ch. 39, § 3; L. 1977, ch. 54, § 22; July 1.
The board of directors of such cemetery district shall have entire control of raising such permanent fund, the loaning of the same, and collecting and disbursing the income therefrom. The treasurer shall be custodian of such fund.
History: L. 1938, ch. 39, § 4; March 5.
History: L. 1939, ch. 156, § 3; Repealed, L. 1951, ch. 198, § 1; June 30.
That any city located within the boundaries of any such cemetery district which is operating and maintaining a city cemetery, if so requested in writing by the board of directors of such cemetery district, may by ordinance duly passed and adopted by its governing body, relinquish, transfer and convey to said cemetery district the said city cemetery.
History: L. 1939, ch. 156, § 4; June 30.
Any city of the second or third class is hereby authorized to join with any one or more townships or portions of one or more townships in the maintenance and improvement of any cemetery within such city or townships, as hereinafter provided.
History: L. 1941, ch. 176, § 1; L. 1949, ch. 189, § 1; June 30.
Upon the presentation to the board of county commissioners of the county in which such city and townships, or the greater portion thereof, are located of a petition signed by not less than sixty percent of the qualified electors of each of said townships or parts of said townships of said proposed district outside the limits of incorporated cities, to be determined by an enumeration taken and verified for this purpose by some qualified elector of said proposed district, it shall be the duty of said board of commissioners, at its next regular meeting to examine said petition and if they find that the same is regular and in due form as is herein provided, they shall enter an order in their proceedings establishing said cemetery district. Said petition shall be accompanied by a copy of a resolution passed by the governing body of a city within such district which now owns a cemetery, which resolution shall state that said city agrees to convey said cemetery to and for the use of the proposed cemetery district.
History: L. 1941, ch. 176, § 2; June 30.
Upon the establishment of said cemetery district, the cemetery conveyed thereto shall become the property of said district and the township trustee of every township, a portion of which is included in said district, and the mayor of the city shall constitute a board of trustees, having full power and control of said cemetery, except that if any such cemetery district is formed by the joining of one city and only one township, the treasurer of such city shall be the third member of said board of trustees. Said board of trustees shall elect from their own membership a chairman and may select from their own membership or otherwise, a secretary, whose terms of office shall be fixed by the board of trustees. The treasurer of the city of the second or third class which is included in the cemetery district may be treasurer of the cemetery district and when said city treasurer shall act as treasurer of the cemetery district, the bond given by said treasurer to the city shall also cover funds of the cemetery district which come into the hands of the said treasurer.
Whenever the board of trustees shall select a treasurer for the cemetery district who is not the city treasurer, the board of trustees shall provide such treasurer with a corporate surety bond in a sum fixed by the board and conditioned on the safekeeping of such funds and the accounting for the same whenever called upon so to do by said board of trustees. All expenditures made by the board of trustees shall be paid by warrants drawn on the treasurer and signed by the chairman and secretary of the board.
Said board of trustees may authorize a tax of not to exceed two (2) mills to be levied by such cemetery district for the purpose of maintaining and improving said cemetery. Such tax shall be levied within the city by the governing body of the city and in the district outside the city such tax shall be levied by the board of county commissioners upon certification to them, by the board of trustees, of the rate of levy to be made, except that, if the amount of the levy fixed by the board of trustees under this section is greater than one (1) mill and a valid petition in opposition to the amount of such levy in excess of one (1) mill, is filed with the county election officer of each such county within fifteen (15) days of the date such levy is certified to the board of county commissioners of each such county, the amount of the levy authorized to be fixed for such year by the board of trustees under this section shall not exceed and the amount of such levy shall be deemed to be one (1) mill. Any petition in opposition to the amount of such levy in excess of one (1) mill shall be valid if it is signed by at least two percent (2%) of the qualified electors in said cemetery district. The tax so collected shall be paid over by the county treasurer to the treasurer of the cemetery district upon order of the board of trustees of the cemetery district which order shall be signed by the chairman and secretary of said board.
History: L. 1941, ch. 176, § 3; L. 1943, ch. 129, § 1; L. 1949, ch. 189, § 2; L. 1951, ch. 202, § 1; L. 1975, ch. 132, § 3; July 1.
Whenever a petition setting forth a proposed cemetery district (which includes territory wherein an existing township cemetery is located) and a proposal to disorganize the existing township cemetery, signed by not less than fifty-one percent of the qualified electors of said proposed district, to be determined by an enumeration taken and verified for this purpose by some qualified elector of said proposed district, shall be presented to the board of county commissioners of the county in which lies the greatest portion of the territory comprising said district, in favor of such petition together with a resolution unanimously adopted and signed by the members of the township board of the township having such township cemetery which is to be disorganized stating that said township board agrees and consents to the disorganization of said township cemetery, it shall be the duty of the board of county commissioners at its next regular meeting to examine said petition and resolution and, if it finds that said petition and resolution are regular and in the form herein prescribed and that there is no outstanding indebtedness against said township cemetery district and that said township board is willing to convey all right, title and interest of said township in and to said cemetery to the proposed new cemetery district, it shall enter an order in its proceedings disorganizing said township cemetery district and establishing said proposed cemetery district.
Thereupon, the township board of the township shall convey all right, title and interest in and to said township cemetery to the newly organized cemetery district. Such conveyance shall be made by a deed signed and acknowledged by the township trustee. Immediately upon the selection and qualification of the treasurer of the new cemetery district, the township treasurer shall pay over to such cemetery district treasurer all funds and moneys in his hands together with all moneys and funds in the county treasury which have been collected for cemetery purposes by such township.
History: L. 1943, ch. 330, § 1; June 28.
The provisions of K.S.A. 17-1330, 17-1330a, 17-1331, 17-1333, 17-1334, 17-1335, 17-1337, 17-1338 and 17-1339 shall apply to the said cemetery district established by the board of county commissioners and all the rights, powers, duties, authority and jurisdiction conferred by said sections on cemetery districts are hereby conferred on the cemetery district and the board of directors thereof established and provided for under the provisions of this act.
History: L. 1943, ch. 330, § 2; June 28.
In any city or other cemetery wherein blocks of grave spaces were conveyed to patriotic organizations for the interment of war dead and such organizations are now defunct, the title to the unused grave spaces shall revert to the city or other existing cemetery organization as of the effective date of this act, and the city or the existing cemetery organization is hereby authorized to convey such unused grave spaces to any existing patriotic organization for the interment of war dead.
History: L. 1949, ch. 126, § 1; June 30.
Any cemetery corporation now organized or existing, or which may be hereafter organized, for the purpose of establishing and maintaining a cemetery or cemeteries for charitable purposes and having or acquiring a perpetual care or permanent maintenance fund containing assets of at least $100,000, may by action of its governing board enter into an agreement with a bank, having its principal office in this state, for the joint custody of such assets, which assets are to be deposited for safekeeping with such bank and such joint custody to be between the treasurer and governing body of such corporation and the bank. Whenever such assets are so deposited with a bank, the treasurer of such corporation may be relieved from furnishing any surety bond relative thereto otherwise required by law.
History: L. 1951, ch. 215, § 1; L. 1989, ch. 48, § 79; July 1.
In acquiring, investing, reinvesting, exchanging, retaining, selling and managing property for the benefit of any cemetery corporation now or hereafter organized as provided in K.S.A. 17-1348, and amendments thereto, the governing board shall exercise such judgment and care under the circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not in regard to speculation but in regard to the permanent disposition of their funds, considering the probable income as well as the probable safety of its capital.
Within the limitations of the foregoing, the governing board of the cemetery corporation is authorized to acquire and retain every kind of property, real, personal or mixed, and every kind of investment, specifically but not by way of limitation, bonds, debentures and other corporate obligations, or loans secured by real estate mortgages, and stocks, preferred or common, which persons of prudence, discretion and intelligence acquire or retain for their own account, and within the limitations of the foregoing, the governing board of the cemetery corporation may retain property properly acquired, without limitation as to time and without regard to its suitability for original purchase.
History: L. 1951, ch. 215, § 2; L. 2008, ch. 44, § 1; July 1.
Whenever any public utility, governmental agency of this state, or the United States, having the power of eminent domain, shall have determined it to be necessary to acquire for public use the existing property owned by any cemetery district in this state, the directors of such cemetery district may present a petition to the district court of the county in which such cemetery property is located, verified by such directors, setting forth such facts and praying that an order be made by the court determining whether such facts exist.
History: L. 1953, ch. 137, § 1; March 27.
Such petition shall be heard immediately by such district court, and if the district court shall find that the facts specifically set out in K.S.A. 17-1350 exist, the court shall direct that process be issued in said action notifying all persons owning lots or places of burial in such cemetery, as far as can be determined from the records of such cemetery district, of the intention of the cemetery district to request the dissolution of such cemetery district, such process to be issued by personal service or by publication service in accordance with sections 60-2525 to 60-2527, both sections inclusive, of the General Statutes Supplement of 1951.
History: L. 1953, ch. 137, § 2; March 27.
After service, as provided in the preceding section, has been made, a hearing shall be had by said district court, to determine whether such cemetery district should be dissolved, and the property rights of persons living or dead either owning cemetery lots in said cemetery, or buried therein, shall be dissolved and set aside, and, whether it would be to the best interests of all parties concerned for said bodies to be disinterred from said cemetery and reburied in another cemetery or cemeteries. If the court shall find in the affirmative, then the directors of such cemetery district shall be authorized to enter into a contract or contracts for the sale of such cemetery property to such governmental agency or public utility, subject to the approval of the court, and also to enter into a contract or contracts for the removal and reburial of all persons buried in said cemetery, subject to the approval of the court.
History: L. 1953, ch. 137, § 3; March 27.
The directors of such cemetery district shall then be authorized to acquire by purchase suitable cemetery lots, or burial locations in other existing cemeteries within a radius of fifty (50) miles of such cemetery, for the reburial of all bodies in such cemetery.
History: L. 1953, ch. 137, § 4; March 27.
Upon the removal and reburial of all bodies, together with the relocation of all markers, monuments and other identifying medium, the court shall be advised of such fact by the directors of such cemetery district, and, if the court finds all of the terms of said contract or contracts have been carried out, the court can declare such cemetery district to be dissolved, and authorize the directors of such cemetery district to execute a deed to such cemetery property to the governmental agency involved. The directors of such cemetery district shall report all payments to the court, and, if approved by the court, the court shall order such cemetery district to pay all costs and expenses from the money received for the sale of such property, a copy of which order shall be filed with the county clerk of the county or counties in which such cemetery district is located, and thereupon such cemetery district shall cease to become a taxing unit.
History: L. 1953, ch. 137, § 5; March 27.
This act shall apply to any cemetery district, not within any incorporated city, which constitutes a group of four (4) cemeteries and which district is located in a county having a population of not less than two hundred fifty thousand (250,000). If a majority of the qualified electors of said district present at the annual cemetery district meeting shall determine the amount of additional tax necessary to be levied, not to exceed one (1) mill on all the taxable property of the district, for the purchase of additional land for said cemetery and for the improvement thereof, the directors may submit same to the board of county commissioners of such county and said tax shall be levied on all the taxable property of said cemetery district: Provided, Such tax shall not be levied more than two (2) years.
History: L. 1959, ch. 145, § 1; June 30.
Any cemetery district organized under the provisions of K.S.A. 17-1330, 17-1330a, 17-1331 to 17-1334 and 17-1335, and acts amendatory thereof, and adjacent or contiguous to another cemetery district located in the same county, may be disorganized and annexed to such adjacent or contiguous district as hereinafter provided.
Whenever a petition describing the territory of the district requesting disorganization and annexation, and signed by not less than fifty-one percent (51%) of the qualified electors of the district, as determined by an enumeration taken and verified for this purpose by some qualified elector of the district requesting annexation, is presented to the board of county commissioners of the county in which the cemetery districts lie, it shall be the duty of the board of county commissioners at its next regular meeting to examine the petition, and if it finds that the two districts are adjacent, that the petition is signed by the requisite number of qualified electors, and that the district directors of the district to which it is proposed to annex the petitioning district have approved such annexation, the board shall enter an order in its proceedings disorganizing the petitioning district and annexing such district to the adjacent or contiguous district.
History: L. 1961, ch. 119, § 1; June 30.
If a cemetery district has been disorganized and annexed to another district as provided for in K.S.A. 17-1356, the entire petitioning cemetery district shall be disorganized and annexed to the adjacent or contiguous district.
History: L. 1961, ch. 119, § 2; June 30.
When a cemetery district is disorganized and annexed, all of its property and funds on hand and to be collected shall, at the time of annexation, be transferred to the cemetery district of which it becomes a part, and said annexed district shall thereafter be a part of said annexing district for all purposes.
History: L. 1961, ch. 119, § 3; June 30.
Any cemetery district organized under the provisions of K.S.A. 17-1330 et seq., and amendments thereto, may be disorganized and the territory thereof annexed to another cemetery district located within the same county in the manner hereinafter provided. Both contiguous and noncontiguous territory may be annexed under the provisions of this act*.
History: L. 1969, ch. 122, § 1; April 19.
If a majority of the electors of any such district, present at the annual meeting, shall vote in favor of disorganizing such district and requesting the annexation of the territory thereof to another cemetery district, the secretary-treasurer of the district shall transmit certified copies of such proposition and the vote thereon to the secretary-treasurer of the cemetery district to which the electors have voted to request the annexation of the territory of their district.
History: L. 1969, ch. 122, § 2; April 19.
Whenever the board of directors of any cemetery district organized under the provisions of K.S.A. 17-1330 et seq., and amendments thereto, shall receive a proposition requesting the annexation of the territory of another district to its district, such board shall, upon the call of its president, meet and determine the advisability of the annexation of such territory. If such board shall determine that the annexation of such territory is advisable it shall cause its approval to be endorsed upon a copy of the proposition submitted by the district requesting annexation and shall transmit the same to the board of county commissioners of the county. If the board of such cemetery district shall determine that the annexation of such territory is not in the best interests of its district, such territory shall not be annexed.
History: L. 1969, ch. 122, § 3; April 19.
If the board of county commissioners finds that the proposition, the vote thereon and the endorsement are sufficient and in proper form, it shall enter an order in its proceedings disorganizing such district and annexing the territory thereof to the district as requested in such proposition.
History: L. 1969, ch. 122, § 4; April 19.
Whenever any cemetery district shall be disorganized under the provisions of this act* and the territory thereof annexed to another district, all books, records, papers, moneys, funds in the hands of the county treasurer or levies outstanding, and property, both real and personal, shall be transferred to the custody of the secretary-treasurer of the cemetery district to which such territory has been annexed. The title to all such property shall vest in the district as the same is constituted from and after the date of such annexation.
History: L. 1969, ch. 122, § 5; April 19.
At the annual meeting of any cemetery district next following the annexation of territory under the provisions of this act*, a majority of the electors present shall have authority to determine the number of and to elect not less than five nor more than nine directors who shall hold their office until the next annual meeting of the electors of such district. Directors shall reside either (1) in the county or counties in which such cemetery district is located or (2) within 25 miles of the cemetery district boundaries. Upon the change of residency of any director as required by this section, such director's office shall be deemed to be vacated, and a successor shall be appointed to serve the remainder of the unexpired term by the remaining directors.
History: L. 1969, ch. 122, § 6; L. 1988, ch. 95, § 4; July 1.
Whenever territory shall have been attached to any cemetery district under the provisions of this act*, the county clerk of the county or the county clerks of each county in which said district is located shall, at the first tax levying period next following the date of such annexation and thereafter levy a tax on the taxable tangible property of such cemetery district, which will produce a sum not to exceed an amount equal to five thousand dollars ($5,000) for each cemetery operated and maintained by such district, for the maintenance, operation, regulation and care of the cemeteries of such district and for the purchase and use of additional property for cemetery purposes.
History: L. 1969, ch. 122, § 7; L. 1970, ch. 85, § 1; July 1.
As used in this act:
(a) "Abandoned cemetery" means:
(1) Any cemetery owned by a corporation, as defined in K.S.A. 17-1312f, and amendments thereto, in which, for a period of at least one year, there has been a failure to cut grass or weeds or care for graves, grave markers, walls, fences, driveways and buildings; or
(2) any cemetery owned by a corporation, as defined in K.S.A. 17-1312f, and amendments thereto, in which for a period of 180 days, proper records have not been maintained and annual or quarterly reports have not been made to the secretary of state, pursuant to the provisions of K.S.A. 17-1312a et seq., and amendments thereto.
(b) "Municipality" means the cemetery district in which all or any portion of an abandoned cemetery is located. If no portion of such cemetery is located within a cemetery district, the term shall mean the city in which all or any portion of an abandoned cemetery is located unless such cemetery is not within the corporate limits of a city, in which case such term shall mean the county in which such cemetery is located.
History: L. 1979, ch. 62, § 1; L. 2011, ch. 78, § 23; L. 2014, ch. 118, § 8; July 1.
Whenever the attorney general determines the existence of an abandoned cemetery in this state, the attorney general shall immediately proceed to dissolve the cemetery corporation owning the same. Upon the dissolution of such corporation, title to all property owned by the cemetery corporation shall vest in the municipality in which the cemetery is located, and any liens, perfected or unperfected, against such property shall be immediately quashed, null and void and unenforceable on and after January 1, 2003, and the permanent maintenance fund, together with all investments then outstanding, and all books, records and papers of such corporation shall be transferred to the treasurer of such municipality and shall become the property thereof. Upon the transfer of such property and funds, the governing body of such municipality shall care for and maintain such cemetery with any moneys of the cemetery corporation including the principal of and income from the permanent maintenance fund and, if such moneys are insufficient to properly maintain such cemetery, with funds of the municipality. The principal of and income from the permanent maintenance fund may be deposited in any appropriate fund of the municipality or may be invested in the manner provided in K.S.A. 17-1311, and amendments thereto, but shall be used exclusively for care and maintenance of such cemetery.
History: L. 1979, ch. 62, § 2; L. 2008, ch. 163, § 15; May 29.
Any municipality required, pursuant to this act, to care for and maintain a cemetery may contract with any individual, firm, corporation or association for the care and maintenance thereof or for the sale of unsold burial lots and the opening and closing of graves. Except as provided in K.S.A. 17-1371, and amendments thereto, no such contract or any other agreement entered into by such municipality shall be deemed to relieve such municipality of the duties and responsibilities imposed under the provisions of this act.
History: L. 1979, ch. 62, § 3; L. 1991, ch. 77, § 1; July 1.
Cemetery district No. 23 located in Republic county, Kansas, is hereby authorized to levy an annual tax upon all taxable tangible property in the district of not to exceed two mills for the purpose of paying the cost of maintenance and operation of the cemetery.
History: L. 1985, ch. 86, § 1; July 1.
In Sedgwick and Sumner counties, land adjacent to an established cemetery district which is a part of another organized cemetery district which lies in a county other than where the greater portion of the cemetery district to which it is proposed to be attached lies may be detached from one district and attached to the other cemetery district in the following manner. Upon presentation to the board of county commissioners of the county in which the greater part of the cemetery district lies, of a petition setting forth the boundaries of the area proposed to be attached to the cemetery district and signed by not less than 51% of the qualified electors of the area it shall be the duty of the board of county commissioners, at its next regular meeting, to examine the petition. If the board finds that the petition is sufficient, the board shall notify the board of each cemetery district and forward a copy of the petition filed. The board of the cemetery district to which the land would be attached shall return the petition accompanied by a copy of a resolution adopted by such board stating that the board desires such area to be attached to the cemetery district. The board of the cemetery district from which the land would be detached shall return the petition accompanied by a copy of a resolution adopted by such board stating that the board desires such area to be detached from the cemetery district.
Upon receipt of the petition and the resolutions the county commissioners shall issue an order attaching such territory to the cemetery district and notice of such attachment shall be given to the county clerk of the county where the territory seeking to be attached is located. The attachment shall take effect on the first day of March next following the entry of the order. Such attached territory shall be subject thereafter to the tax levied by the cemetery district which district shall certify such levy to the county clerk of the county of the territory attached, together with its budget, and such county clerk shall levy such tax on all the taxable tangible property of the county in the cemetery district. The treasurer of the county shall transfer before the fifteenth day of January and July of each year, all moneys belonging to the cemetery district, including all moneys for the payment of bonds or interest of the district to the treasurer of the district and the treasurer receiving the moneys shall issue a receipt therefor and forward it to the treasurer of the county from which the money was sent.
History: L. 1986, ch. 70, § 47; May 15.
(a) The board of county commissioners of Ford county is hereby authorized to convey to the city of Dodge City, with the consent of the governing body of such city, the following described cemetery property and any improvements thereon: Beginning at the northeast corner of the southeast quarter of the northeast quarter of section 28, township 26 south, range 25 west of the 6th P.M., Ford county, Kansas; thence running westerly 660 feet; then southerly 500 feet, thence easterly 660 feet; thence northerly 500 feet to the place of beginning.
(b) Upon the conveyance of the cemetery property under subsection (a), title to all such property shall vest in the city of Dodge City, and the permanent maintenance fund, if any, together with any investments then outstanding, and all books, records and papers of such cemetery shall be transferred to the treasurer of such municipality and shall become the property thereof. Upon the transfer of such property and funds, the governing body of the city of Dodge City shall care for and maintain such cemetery with any moneys of the cemetery corporation including the principal of and income from the permanent maintenance fund, if any; and, if such moneys are insufficient to properly maintain such cemetery, with funds of the municipality. The principal of and income from the permanent maintenance fund may be deposited in any appropriate fund of the municipality or may be invested in the manner provided in K.S.A. 17-1311, and amendments thereto, but shall be used exclusively for care and maintenance of such cemetery.
History: L. 1991, ch. 77, § 2; July 1.
On or before December 31 of each year, the treasurer of the cemetery district shall file an annual report with the board of county commissioners of the county in which such district is located. Such report shall state the amount of money in all cemetery funds and the source of such funds. Such report also shall state the amount of money which is invested as idle funds pursuant to K.S.A. 12-1675, and amendments thereto. The amount of money earned on the investment of idle money shall be listed separately in such report and shall state where such money is invested. Such report shall be verified by affidavit of the president and the treasurer of the cemetery district.
History: L. 1994, ch. 116, § 1; July 1.
(a) The board of county commissioners may adopt a resolution creating a cemetery district within the county. Such resolution shall describe the territory proposed to be included within the district by sections or subdivisions of sections, according to the government survey or by metes and bounds. Such district may include within the boundaries thereof, an existing cemetery owned by a not-for-profit corporation. Prior to adopting such resolution, the board of county commissioners shall fix a time for a hearing on such resolution and shall give notice of the hearing by publication at least once each week for two consecutive weeks in the official county newspaper. The notice shall be published at least 15 days before the date fixed for the hearing.
(b) Following the hearing or any continuation thereof, the board may adopt the resolution creating the cemetery district. Such resolution shall be published at least once each week for two consecutive weeks in the official county newspaper. If within thirty days after the last publication of the resolution, a petition signed by not less than 10% of the qualified electors in the proposed cemetery district is filed in the office of the county election officer requesting an election thereon such district shall not be created unless the question of the creation of such district is submitted to and approved by a majority of the voters of the proposed cemetery district voting at an election called by the governing body. Such election shall be called and held in the manner provided under the provisions of K.S.A. 10-120, and amendments thereto.
(c) Any not-for-profit cemetery association owning a cemetery within a cemetery district created pursuant to this section shall convey all cemetery property of such cemetery association to the governing body of the cemetery district. Upon the conveyance of such cemetery property under this subsection, title to all such property shall vest in the governing body of the cemetery district, and the permanent maintenance fund, if any, together with any investments then outstanding, and all books, records and papers of such cemetery shall be transferred to the treasurer of such cemetery district and shall become the property of such district. Upon the transfer of such property and funds, the governing body of the cemetery district shall care for and maintain such cemetery with any moneys of the cemetery corporation including the principal of and income from the permanent maintenance fund, if any, and, if such moneys are insufficient to properly maintain such cemetery, with funds of the cemetery district. The principal of and income from the permanent maintenance fund may be deposited in the appropriate fund of the cemetery district or may be invested in the manner provided for other cemetery district money, but shall be used exclusively for care and maintenance of such cemetery.
(d) Any cemetery district created pursuant to this section shall be governed by and subject to the provisions of K.S.A. 17-1330 et seq., and amendments thereto.
History: L. 1998, ch. 74, § 1; July 1.
(a) Whenever the board of trustees of any cemetery organized pursuant to K.S.A. 17-1342, and amendments thereto, determines it is necessary to acquire land to enlarge the cemetery and revenues are insufficient to finance the cost of acquisition of such land, the board shall adopt a resolution of intent to make application to the state board of tax appeals for authority to issue no-fund warrants to pay for the cost of such land and to have such land surveyed, platted into burial lots and otherwise prepared for burial purposes. The notice of intent shall be approved by a majority of the board of trustees. The notice of intent shall state the following: (1) A copy of the budget adopted for the current budget year; (2) the tax rate currently imposed; (3) the statutory tax levy authority of the district; (4) the proposed cost of acquisition of such land; and (5) a detailed explanation for the need of such land and why there are insufficient revenues to finance the cost of acquisition of such land.
Such resolution of intent shall be published once each week for two consecutive weeks in a newspaper of general circulation within the cemetery district. If within 30 days after the last publication of the resolution, a petition signed by at least 5% of the qualified voters of the cemetery district requesting an election upon such question, an election shall be called and held thereon. Such election shall be called and held in the manner provided by the general bond law, and the cost of the election shall be borne by the cemetery district. If no protest or no sufficient protest is filed or if an election is held and the proposition carries by a majority of those voting thereon, the board of directors may submit an application which conforms to the resolution of intent to the state board of tax appeals.
(b) If the state board of tax appeals finds that the evidence submitted in support of the application shows:
(1) The need for the acquisition of such land; (2) that there are insufficient revenues to pay for the cost of such acquisition and preparation of such land for burial purposes; and (3) the tax levying authority is insufficient to generate the revenues necessary to pay for the cost of acquisition and preparation of such land for burial purposes, the board may authorize the issuance of no-fund warrants for the payment of the cost of acquisition of such land and preparation of such land for burial purposes. The amount of such warrants shall not exceed $35,000.
(c) No order for the issuance of such no-fund warrants shall be made without a public hearing before the state board of tax appeals conducted in accordance with the provisions of the Kansas administrative procedure act. Notice of such hearing shall be published at least twice in a newspaper of general circulation within the cemetery district applying for such authority at least 10 days prior to such hearing. The notice shall be in a form prescribed by the state board of tax appeals. The cost of such publication shall be paid by the cemetery district. Any taxpayer of the cemetery district may file a written protest against such application. Any member of the board of trustees of the cemetery district may appear and be heard in person at such hearing in support of the application. All records and findings of such hearings shall be subject to public inspection. Warrants issued pursuant to this section shall be paid no later than 15 years after issuance. The board of trustees may levy a tax sufficient to pay such warrants. Such tax levies may be levied outside of the aggregate tax levy limit prescribed by law.
History: L. 1999, ch. 134, § 1; L. 2008, ch. 109, § 38; L. 2014, ch. 141, § 32; July 1.
Any cemetery corporation to which real estate was deeded and restricted to be used only for cemetery purposes prior to 1909 and such deed was coupled with a trust for the benefit of not-for-profit charitable beneficiaries, other than cemetery lot owners, may sell any excess part of such real estate that has not been platted into burial plots free from such trust and restrictions after a written determination by its trustees that such real estate is excess real estate that will not be reasonably required for cemetery purposes. Such determination shall include a written finding by the trustees determining that the following further conditions have been or will be satisfied and in compliance with K.S.A. 17-1376, and amendments thereto:
(a) The sale and transfer of marketable title to such excess real estate for fair market value is necessary to allow the cemetery to meet current statutory maintenance and reserve requirements and its obligations to the beneficiaries of the trust;
(b) the cemetery corporation will record restrictions or include restrictions in the deed of conveyance prohibiting the use of the excess real estate for sepulture, mortuary or crematorium uses;
(c) such excess real estate is not reasonably required for future sepulture purposes considering all remaining real estate owned by the cemetery corporation will remain restricted to use solely for sepulture purposes;
(d) the proceeds of such sale shall be used solely for the purposes of meeting maintenance and reserve requirements and for the benefit of the beneficiaries of the trust all as approved in writing by the beneficiaries of the trust;
(e) the sale contract including the proposed use, a development plan showing the location of all proposed improvements with a reasonable buffer zone between the improvements and all real estate platted into burial plots and any restrictions on use of the real estate by the purchaser shall be approved in writing by the beneficiaries of the trust; and
(f) the sale contract including the proposed use, a development plan showing the location of all proposed improvements with a reasonable buffer zone between the improvements and all real estate platted into burial plots and any restrictions on use of the real estate by the purchaser shall be approved by the attorney general as being in accordance with the public interest of the trust.
History: L. 2008, ch. 15, § 1; July 1.
Upon compliance with K.S.A. 17-1375, and amendments thereto, the cemetery corporation shall petition the district court of the county in which the cemetery is located, or, if any court shall have assumed jurisdiction of the trust, the court which has assumed jurisdiction of the trust, and give notice of a hearing on the petition by mail to the attorney general and the beneficiaries of the trust and notice to the lot owners by publication as provided in subsection (d) of K.S.A. 60-307, and amendments thereto, without mailing to any other person. Upon proof of compliance with K.S.A. 17-1375, and amendments thereto, satisfactory to the court, the court may approve the sale of marketable title to the excess real estate subject to the restrictions placed thereon by the cemetery corporation, but free of the trust restrictions for use of sepulture purposes, if it finds such sale to be equitable and in the best interest of the general public, the trust beneficiaries and owners of lots in the cemetery.
History: L. 2008, ch. 15, § 2; July 1.
History: G.S. 1868, ch. 23, §§ 116–121; R.S. 1923, 17-1401–17-1406; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1873, ch. 156, § 1; R.S. 1923, 17-1407; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1903, ch. 236, §§ 1, 2; R.S. 1923, 17-1408, 17-1409; Repealed, L. 1972, ch. 52, § 153; July 1.
Any number of persons not less than twenty, who are citizens of the state of Kansas may associate themselves together as a cooperative corporation for the purpose and to the end of more successfully promoting and conducting any business or industrial pursuit. The title of such corporation shall begin with "the" and end with "association," "company," "corporation," "exchange," "society," or "union." For the purpose of this act the "co-operative plan" shall be construed to mean a business concern that distributes the net profits of its business by:
First,
the payment of a fixed dividend upon its stock;
second,
the remainder of its profits are prorated to its several stockholders upon their purchases from or sales to said concern or both such purchases and sales.
History: R.S. 1923, 17-1501; December 27.
That every such corporation when so organized and incorporated may issue stock to its shareholders in such amounts and with such limitations as are hereinafter defined. That the shareholders in any such mutual or cooperative corporation, shall each have but one vote in all matters pertaining to the business of such corporation, without regard to the number of shares owned, and no shareholder may own to exceed 5% of the total capital stock of any such cooperative corporation, organized under the provisions of this act; and no such shareholder in any cooperative corporation may own to exceed 5% of the total capital stock of any other cooperative corporation; and no cooperative corporation shall own to exceed 5% of the total capital stock of any other cooperative corporation.
History: L. 1915, ch. 159, § 2; R.S. 1923, 17-1502.
That every such cooperative corporation, when organized and incorporated, shall enjoy all the rights, privileges and powers not in conflict with the provisions of this act, as are conferred by the statutes of this state on other cooperative corporations.
History: L. 1915, ch. 159, § 4; R.S. 1923, 17-1503.
That any telephone company principally doing business in any rural district in the state of Kansas at any regular annual meeting or at a special meeting duly called may change from an ordinary corporation into a cooperative society as provided by K.S.A. 17-1501, 17-1502 and 17-1503 and 17-1515, by a vote representing the majority of all the stock of such corporation, and thereafter such corporation shall be and become a cooperative society as provided by said sections.
History: L. 1913, ch. 138, § 1; R.S. 1923, 17-1504.
Whenever any such telephone corporation shall have voted to come under the provisions of this act, it shall be the duty of the secretary to file a certificate of the proceedings with the secretary of state.
History: L. 1913, ch. 138, § 2; R.S. 1923, 17-1505.
The stockholders of any such cooperative corporation shall sign written articles of incorporation which shall contain: The name of the corporation; the names and residence of the persons forming such corporation; the purpose of the organization; the principal place of business; the amount of capital stock; the number of shares and the par value of each share; the number of directors and the names of those selected for the first term; and the time for which the corporation is to continue, not to exceed 50 years.
History: L. 1913, ch. 137, § 2; R.S. 1923, 17-1506; L. 2000, ch. 39, § 2; July 1.
The articles of incorporation shall be executed and filed and become effective in the manner prescribed by the general corporation code. The secretary of state shall return to the corporation a certified copy of such articles of incorporation, with the date of filing and attested with the seal of the secretary's office.
History: L. 1913, ch. 137, § 3; R.S. 1923, 17-1507; L. 1972, ch. 53, § 2; L. 1999, ch. 39, § 2; L. 2000, ch. 39, § 3; July 1.
Every corporation organized under the acts of which this section is amendatory shall pay to the secretary of state, at the time of filing its articles of incorporation, the fees required by subsection (a) of K.S.A. 17-7502.
History: L. 1913, ch. 137, § 4; R.S. 1923, 17-1508; L. 1972, ch. 54, § 14; July 1.
No corporation organized under the provisions of this act shall commence business until at least twenty percent of its capital stock has been paid for in actual cash, and a sworn statement to that effect has been filed with the secretary of state, and his receipt for the same shall be construed as a permit to do business.
History: L. 1913, ch. 137, § 5; R.S. 1923, 17-1509.
Every such association shall be managed by a board of not less than five directors. The directors shall be elected by and from the stockholders of the association or from stockholders of co-operative societies who are residents of this state and own stock in such association except one who may be a resident of an adjoining state at such times and for such term of office as the bylaws may prescribe, and shall hold office for time for which elected and until their successors are elected and shall enter upon the discharge of their duties; but the majority of the stockholders shall have power at any regular or special stockholders' meeting, legally called, to remove any director or official for cause, and fill the vacancy, and thereupon the director so removed shall cease to be a director of said association: Provided, That prior notice shall have been given to the stockholders of such meeting and the object thereof.
The officers of every such association shall be: A president, one or more vice-presidents, a secretary and a treasurer, who shall be elected annually by the directors, and each of said officers must be a director of the association, except the secretary who may or may not be a director. The office of secretary and treasurer may be combined; the person filling the office shall be secretary-treasurer.
History: L. 1913, ch. 137, § 6; L. 1915, ch. 160, § 1; R.S. 1923, 17-1510; L. 1941, ch. 179, § 1; June 30.
No person shall be allowed to own or have any interest in more than ten percent of the capital stock of such corporation. Each member shall be entitled to one and only one vote for each director to be elected.
History: L. 1913, ch. 137, § 7; R.S. 1923, 17-1511.
Each corporation shall formulate bylaws prescribing the duties of the directors and officials; the manner of distributing the profits of its business; the manner of becoming a member; and such other rules and instructions to its officials and members as will tend to make the corporation an effective business organization.
History: L. 1913, ch. 137, § 8; R.S. 1923, 17-1512.
Each corporation organized under the provisions of this act shall make a written business entity information report to the secretary of state, and pay the required fee, as prescribed by K.S.A. 17-7503, and amendments thereto.
History: L. 1913, ch. 137, § 9; R.S. 1923, 17-1513; L. 1972, ch. 54, § 15; L. 2004, ch. 171, § 14; L. 2005, ch. 157, § 1; L. 2021, ch. 61, § 2; January 1, 2023.
All cooperative corporations, companies, or associations heretofore organized and doing business under prior statutes, or which have attempted to so organize and do business, shall have the benefit of all of the provisions of this act, and be bound thereby, on paying the fees provided for in this act and filing with the secretary of state, a written declaration signed and sworn to by the president and secretary to the effect that said cooperative company or association has by a majority vote of its stockholders decided to accept the benefits of and be bound by the provisions of this act. No association organized under this act shall be required to do or perform anything not specifically required herein, in order to become a corporation, or to continue its business as such.
History: L. 1913, ch. 137, § 10; R.S. 1923, 17-1514.
That no corporation hereafter organized and doing business for a profit in this state shall be permitted to use the word "cooperative" as a part of its corporate name, unless it shall have complied with the provisions of this article; and any corporation violating the requirements of this article may be enjoined from doing business under such name, upon the complaint of any citizen of this state, and any corporation so incorporating shall use the word "cooperative" as a part of its corporate name or title.
History: R.S. 1923, 17-1515; December 27.
Any mututal telephone company organized prior to 1915 under the provisions of chapter 116* of the Session Laws of 1887 may make disposition of its property and assets on such terms and conditions and for such considerations as may be agreed upon and may provide for its dissolution in the manner as provided in this act.
History: L. 1949, ch. 195, § 1; L. 1957, ch. 147, § 1; June 29.
The board of directors of any such telephone company deeming it advisable to dispose of its property and assets and to dissolve such company may adopt a resolution to that effect and the secretary of said company shall cause a notice of the adoption of such resolution to be inserted in a newspaper published in the county where such company has its principal place of business once a week for three consecutive weeks next preceding the time stated in such resolution for a meeting of the stockholders having voting power in such company stating time and place of such meeting and that it is for the purpose of authorizing the board of directors to dispose of all assets and property and to dissolve such company. Said secretary shall also cause a notice of the adoption of such resolution to be mailed to the known addresses of each stockholder residing in the United States.
History: L. 1949, ch. 195, § 2; June 30.
If at a meeting held at the time and place fixed in said resolution three-fourths of the stockholders voting in person or by proxy shall vote in favor of authorizing the board of directors to dispose of all of the assets and property of such company and to dissolve said company, the board of directors may proceed to sell the property and assets of such company upon such terms and conditions as it shall deem advisable or upon such terms and conditions as shall be required by vote of three-fourths of the stockholders voting in person or by proxy at said meeting.
Upon the disposal of all of the assets and property of such company, the secretary of such company shall file an affidavit with the secretary of state stating that all property and assets have been sold or disposed of in compliance with the requirements of this act and that such stockholders have voted in favor of dissolution, which affidavit shall be accompanied by a copy of the publication notice provided for in K.S.A. 17-1517 together with an affidavit or proof of publication by the manager or publisher of the newspaper in which such notice was printed. Said corporation shall be deemed to be dissolved on the date of the filing of said affidavit and publication notice and proof thereof. For the purpose of distributing the proceeds derived from the sale or disposition of the property and assets of the corporation said corporation shall be continued after its dissolution as provided in section 17-3606 of the General Statutes Supplement of 1947.
History: L. 1949, ch. 195, § 3; June 30.
Any mututal telephone company organized under the provisions of chapter 116 of the Session Laws of 1887 and which, prior to the effective date of this act, has held a meeting and sold all of its assets, may be dissolved upon filing with the secretary of state an affidavit stating that all of its assets have been disposed of, which affidavit shall be accompanied by a copy of the publication notice to the stockholders, together with an affidavit of proof of publication by the manager or publisher of the newspaper in which said notice was published. Said corporation shall be deemed to have been dissolved on the date of the filing of said affidavit and said publication notice and proof thereof.
History: L. 1949, ch. 195, § 4; June 30.
(a) The provisions of the Kansas general corporation code and all powers and rights thereunder shall apply to the corporations organized under article 15 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, except where such provisions are in conflict with or inconsistent with the express provisions of article 15 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
(b) The provisions of this section shall be a part of and supplemental to article 15 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 2008, ch. 46, § 1; July 1.
The purpose of the cooperative marketing act is to promote, foster and encourage the intelligent and orderly marketing of agricultural products through cooperation and to eliminate speculation and waste; make the distribution of agricultural products as direct as can be efficiently done between producer and consumer; stabilize the marketing of agricultural products; and promote the development of the most profitable and permanent system of agriculture, the most wholesome and satisfactory living conditions, the highest ideals in home and community life and a general interest in the improvement of field crops and livestock and in the business of farming and in rural life.
History: L. 1921, ch. 148, § 1; R.S. 1923, 17-1601; L. 1953, ch. 129, § 1; L. 1992, ch. 227, § 1; July 1.
(a) As used in this act:
(1) "Agricultural products" shall include horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and farm and ranch products.
(2) "Member" shall include actual members of associations without capital stock and holders of common stock in associations organized with capital stock.
(3) "Association" means any corporation organized under this act.
(4) "Person" shall include individuals, firms, trusts, partnerships, corporations and associations.
(5) "Patronage" shall include the volume or dollar value of business transacted with the corporation.
(6) "Equity" shall include an initial share or shares of stock to reflect membership as well as amounts allocated to patrons in the form of stock, certificates, or other such instruments or book credits to reflect patronage.
(7) "Cooperative" means any association organized under this act, a cooperative association organized under the laws of any other state, any other association or corporation qualifying as a "farmer's cooperative" within the meaning of section 521 of the federal internal revenue code of 1986, and amendments thereto, or any corporation operating on a cooperative basis within the meaning of section 1381 of the federal internal revenue code of 1986, and amendments thereto.
(b) Associations organized under this act shall be deemed nonprofit, as they are not organized to make profit for themselves, as such, or for their members as such, but only for their members as producers. This act shall be referred to as the "cooperative marketing act."
History: L. 1921, ch. 148, § 2; R.S. 1923, 17-1602; L. 1992, ch. 227, § 2; July 1.
(a) Five or more persons engaged in the production of agricultural products may form a nonprofit, cooperative association or associations with or without capital stock, under the provision of this act.
(b) Any corporation organized under this act may form a corporation under the provisions of this act, for the purpose of acting as a subsidiary of the original corporation and conducting any part of the business of the original corporation.
(c) All cooperative corporations, companies, or associations organized and doing business under other statutes or which have attempted to so organize and do business, shall have the benefit of all of the provisions of this act, and be bound thereby, on paying the fees provided for in this act, and filing with the secretary of state a written declaration signed and sworn to by the president and secretary, to the effect that such cooperative association, by a majority vote of such association's stockholders, has decided to accept the benefits and be bound by the provisions of this act.
(d) The words "this act" as used herein include article 16 of chapter 17 of the Revised Statutes of 1923, and all acts amendatory thereto.
History: L. 1921, ch. 148, § 3; R.S. 1923, 17-1603; L. 1931, ch. 150, § 1; L. 1992, ch. 227, § 3; July 1.
An association may be organized to engage in any activity in connection with the marketing or selling of the agricultural products of the association's members; harvesting, threshing, milling, preserving, drying, processing, canning, packing, storing, handling, shipping, or utilization of the agricultural products; manufacturing or marketing of the agricultural by-products; manufacturing, selling, or supplying to the association's members and other patrons of services, products, machinery, equipment or supplies; agricultural education, research, legislation and economic and social conditions; improvement of livestock breeds by means of artificial breeding or otherwise; financing of the above-enumerated activities; or in any one or more of the activities specified above.
Nothing in this act shall authorize such association to engage in the banking business. Corporations organized under this act primarily for the purposes stated above, unless prohibited from so doing by their articles of incorporation, also may deal in the products of nonmembers; manufacture, sell or supply to nonmembers services, products, machinery, equipment or supplies, whether or not supplied to members; and otherwise engage in business with nonmembers. Such associations shall not market, handle, process, store, or deal in the products of nonmembers; manufacture, sell or supply to nonmembers services, products, machinery, equipment or supplies, whether or not supplied to members; and otherwise engage in business with nonmembers; or handle supplies for nonmembers, to an amount greater in value than such as are handled by the association for members.
History: L. 1921, ch. 148, § 4; R.S. 1923, 17-1604; L. 1931, ch. 150, § 2; L. 1953, ch. 129, § 2; L. 1992, ch. 227, § 4; July 1.
Each association incorporated under this act shall have the following powers:
(a) To engage in any activity in connection with the marketing, selling, harvesting, threshing, milling, preserving, drying, processing, canning, packing, storing, handling or utilization of any agricultural products produced or delivered to the association by the association's members; manufacturing or marketing of the agricultural by-products, or in connection with the purchase, hiring, or use by the association's members or other patrons of supplies, machinery, or equipment; agricultural education, research, legislation and economic and social conditions; improvement of livestock breeds by means of artificial breeding or otherwise; or financing of any such activities; or in any one or more of the activities specified in this section.
(b) To function as a general farm organization and to levy and collect dues from the association's members.
(c) To borrow money without limitation as to amount of corporate indebtedness or liability; and to make advances to members.
(d) To act as the agent or representative of any member or members in any of the above-stated activities.
(e) To purchase or otherwise acquire; and to hold, own, and exercise all rights of ownership in, and to sell, transfer or pledge or guarantee the payment of dividends or interest on, or the retirement or redemption of shares of the capital stock or bonds.
(f) To become a member, of any corporation or association engaged in any lawful activity.
(g) To establish reserves and to invest the funds thereof in physical facilities, stock of subsidiary corporations or bonds or in such other property as may be provided in the bylaws.
(h) To buy, hold, and exercise all privileges of ownership over such real and personal property as may be necessary or convenient for the conduct and operation of any of the business of the association or incidental thereto.
(i) To do each and everything necessary, suitable, or proper for the accomplishment of any one of the purposes or the attainment of any one or more of the subjects herein enumerated; or conducive to or expedient for the interest or benefit of the association; and to contract accordingly. The association may exercise and possess all powers, rights, and privileges granted by the laws of this state to ordinary corporations, except such as are inconsistent with the express provisions of this act.
History: L. 1921, ch. 148, § 5; R.S. 1923, 17-1605; L. 1931, ch. 150, § 3; L. 1953, ch. 129, § 3; L. 1992, ch. 227, § 5; July 1.
(a) Under the terms and conditions in the association's bylaws, an association may admit as members, or issue voting common stock only to persons engaged in the production of agricultural products including the lessees and tenants of lands used for the production of such products and any lessors and landlords who receive as rent part of the crop raised on the leased premises, and may admit as a participating nonmember, participant or associate member, without power to vote, any person regardless of occupation.
(b) If a stockholder or member of a nonstock association be other than a natural person, such stockholder or member may be represented by an individual, associate, officer, trustee or member thereof, duly authorized in writing.
(c) Any agricultural cooperative association or farm organization, whether organized under the laws of this state or any other state, may become a member or stockholder of any association or associations organized under this act.
History: L. 1921, ch. 148, § 6; R.S. 1923, 17-1606; L. 1953, ch. 129, § 4; L. 1992, ch. 227, § 6; July 1.
(a) Each association formed under this act must prepare and file the articles of incorporation, setting forth:
(1) The name of the association.
(2) The purposes for which it is formed.
(3) The term for which it is to exist, if the term is not to be perpetual.
(4) The number of directors, which shall be five or more, and the term of office of such directors.
(5) If organized without capital stock, the application shall set forth the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member may and shall be determined and fixed. The association shall have the power to admit new members who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules. This provision of the application for charter shall not be altered, amended, or repealed except by the written consent or the vote of
3/4 of the members.
(6) If organized with capital stock, the amount of such stock and the number of shares into which it is divided and the par value thereof.
(7) The address and county of its registered office in the state and the name, address, other than a post office box, and county of its resident agent in the state.
(b) The capital stock may be divided into preferred and common stock. If so divided, the application for charter must contain a statement of the number of shares of stock to which preference is granted and the number of shares of stock to which no preference is granted and the nature and extent of the preference and privileges granted to each. The application for charter must be subscribed by the incorporators and shall be filed in accordance with the provisions of the general corporation law of this state.
History: L. 1921, ch. 148, § 7; R.S. 1923, 17-1607; L. 1992, ch. 227, § 7; L. 2000, ch. 39, § 4; July 1.
The charter may be altered or amended by any annual meeting or at any special meeting called for that purpose. Any amendment must first be approved by
2/3 of the directors and then be adopted by a vote representing a majority of all the members or voting stockholders of the association. In lieu of a vote representing a majority of all the members or voting stockholders, an amendment may be adopted by a vote of
2/3 of the voting members or voting stockholders present and voting at an annual meeting of the association or a special meeting called for the purpose of voting on the amendment and upon written notice sent by first-class mail to every member or voting stockholder at such member's or voting stockholder's last known post-office address at least 10 days prior to such meeting. Amendments to the charter when adopted as provided in this section shall be executed and filed and become effective in accordance with the provisions of the general corporation code.
History: L. 1921, ch. 148, § 8; R.S. 1923, 17-1608; L. 1968, ch. 379, § 1; L. 1972, ch. 53, § 3; L. 1992, ch. 227, § 8; L. 1999, ch. 39, § 3; L. 2000, ch. 39, § 5; July 1.
Each association incorporated under this act must, within 30 days after its incorporation, adopt for its government and management a code of bylaws, not inconsistent with the powers granted by this act. Each association under its bylaws may also provide for any or all of the following matters:
(a) The time, place and manner of calling and conducting the association meetings. The bylaws may provide that the association may have an office or offices outside of this state and may hold the association's stockholders' and directors' meetings outside of this state.
(b) The number or voting power of stockholders or members constituting a quorum.
(c) The right of members or stockholders to vote by proxy or by mail or by both, and the conditions, manner, form and effect of such votes.
(d) The number of directors constituting a quorum.
(e) The qualifications, compensation, and duties and term of office of directors and officers, time of their election, and the mode and manner of giving notice thereof.
(f) Penalties for violations of the bylaws.
(g) The amount of entrance, organization and membership fees, if any; the manner and method of collection of the same and purposes for which they may be used.
(h) The amount which each member or stockholder shall be required to pay annually or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member or stockholder for services rendered by the association to such member or stockholder and the time of payment and the manner of collection; and the marketing contract between the association and the association's members or stockholders which every member or stockholder may be required to sign.
(i) The number and qualifications of members or stockholders of the association and the conditions precedent to membership or ownership of common stock; the method, time and manner of permitting members to withdraw or the holders of common stock to transfer their stock; the manner of assignment and transfer of the interest of members and of the shares of common stock; the conditions upon which and time when membership of any member shall cease. The automatic suspension of the rights of a member when such member ceases to be eligible to membership in the association, and the mode, manner and effect of expulsion of a member; the manner of determining the value of a member's interest and provisions for its purchase by the association upon the death of a member, or forfeiture of such member's membership or at the option of the association, by conclusive appraisal by the board of directors.
(j) The amount of annual dividends which may be paid on the common or preferred stock, which shall in no case exceed the greater of 8% or the contract interest rate set forth in subsection (a) of K.S.A. 16-207, and amendments thereto, at the time of issuance, and the manner in which the remainder of the association's profits shall be prorated in the form of patronage allocations to the association's several stockholders or members upon such member's or stockholder's purchases from, or sales to, the association or upon both such purchases and sales.
History: L. 1921, ch. 149, § 9; R.S. 1923, 17-1609; L. 1931, ch. 150, § 4; L. 1992, ch. 227, § 9; July 1.
In its bylaws each association shall provide for one or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time, and 10% of the members or voting stockholders may file a petition stating the specific business to be brought before the association and demand a special meeting at any time. Such meeting must thereupon be called by the directors and held within 60 days of receipt of such demand by an officer of the cooperative. Notice of all meetings, together with a statement of the purposes, which may be brought before the members or common stockholders, shall be mailed to each member at least 10 days prior to the meeting.
History: L. 1921, ch. 148, § 10; R.S. 1923, 17-1610; L. 1992, ch. 227, § 10; July 1.
(a) The affairs of the association shall be managed by a board of not less than five directors, elected by the members or voting stockholders from such association's own numbers.
(b) The bylaws may provide that the territory in which the association has members shall be divided into districts and that the directors shall be elected according to such districts, either directly or by district delegates elected by the members in that district. In such a case the bylaws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and of redistricting the territory covered by the association.
(c) The bylaws may provide that primary elections shall be held in each district to elect the directors apportioned to such districts and the result of all such primary elections must be ratified by the next regular meeting of the association.
(d) The bylaws may take away the right to vote by proxy or by mail, and may provide for the election of delegates to the annual meeting. In all cases where the annual meeting is a delegate meeting a majority of the delegates elected shall constitute a quorum. The bylaws may provide for delegates to district meetings and define their powers. An association may provide for a fair remuneration for the time actually spent by its officers and directors in its service. No director during the term of such director's office shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of common stock of the association, or to any other kind of contract differing from terms generally current in that district.
(e) The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors subject to the general direction and control of the board.
(f) When a vacancy on the board of directors occurs, other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy unless the bylaws provide for an election of directors by district. In such a case the board of directors shall immediately call a special meeting of the members or stockholders in that district to fill the vacancy.
History: L. 1921, ch. 148, § 11; R.S. 1923, 17-1611; L. 1931, ch. 150, § 5; L. 1992, ch. 227, § 11; July 1.
(a) The directors shall elect from their number a president or chairperson. The directors shall also elect one or more vice-presidents or vice-chairpersons, one of whom shall be a director. The directors shall also elect a secretary and a treasurer, who need not be directors, and the directors may combine the two latter offices and designate the combined office as secretary-treasurer. The treasurer may be a bank or any depository, and as such shall not be considered as an officer but as a function of the board of directors. In such case the secretary shall perform the usual accounting duties of the treasurer, except that the funds shall be deposited only as authorized by the board of directors.
(b) Notwithstanding the authority of members or voting stockholders to petition for removal of any officer or director pursuant to K.S.A. 17-1614, and amendments thereto, any officer elected pursuant to subsection (a) may be removed from such office by a vote of the board of directors. The board may elect a replacement for such officer who has been removed. Nothing in this subsection shall be construed as removing from the board of directors any such officer removed from such office pursuant to the provisions of this subsection.
History: L. 1921, ch. 148, § 12; R.S. 1923, 17-1612; L. 1965, ch. 151, § 1; L. 1992, ch. 227, § 12; L. 2004, ch. 28, § 1; July 1.
(a) When a member of an association established without capital stock has paid such member's membership fee in full, such member shall receive a certificate of membership. No association shall issue stock to a member until such stock has been fully paid for; promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention as security shall not affect the member's right to vote. Except for debts lawfully contracted between the member and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on such member's membership fee or such member's subscription to the capital stock. No stockholder of a cooperative association, except another cooperative association shall own more than 20% of the common stock of the association. An association in its bylaws may limit the amount of common stock which one member may own to any amount less than 20% of the common stock.
(b) The articles of incorporation or the bylaws may provide that no member or stockholder shall be entitled to more than one vote and may also provide for voting based on patronage or patronage equity or both. In the event voting is based on patronage or patronage equity or both, no member shall have more than 5% of the total vote unless the member is another cooperative association. If voting based on patronage or patronage equity, or both, is used, the provisions of this act referring to a majority or similar percentage vote by members, shareholders or shares shall refer to such majority or other proportion of the voting power of the members, stockholders or shares. Any association organized with stock, under this act, may issue preferred stock with or without the right to vote, or with such restrictions on its voting power as the articles of incorporation may prescribe; such stock may be redeemed or retired by the association upon such terms and conditions as may be provided for in the articles of incorporation, and printed on the certificate.
(c) The bylaws shall prohibit the transfer of the common stock of the association to persons not eligible to be a member of the association and such restrictions must be printed upon every certificate of stock subject thereto.
(d) The association may at any time buy in or purchase its common stock at par or book value as conclusively determined by the board of directors.
History: L. 1921, ch. 148, § 13; R.S. 1923, 17-1613; L. 1931, ch. 150, § 6; L. 1992, ch. 227, § 13; July 1.
(a) Any member or voting stockholder may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by 10% of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the association and, by a vote of a majority of the outstanding shares of voting stock, or if the association is organized on a one person, one vote plan, then by a majority vote of the association's members or voting stockholders present and voting, the officer or director so charged shall be removed. A successor shall be elected to fill the unexpired portion of the term of such officer or director.
(b) The director or officer against whom such charges have been brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses; and the person or persons bringing the charges against such director or officer shall have the same opportunity. In case the bylaws provide for election of directors by districts with primary elections in each district, then the petition for removal of a director must be signed by 20% of the members residing in the district from which such director was elected. The board of directors must call a special meeting of the members residing in that district to consider the removal of the director. By a vote of the majority of the members of that district, the director in question shall be removed from office.
History: L. 1921, ch. 148, § 14; R.S. 1923, 17-1614; L. 1992, ch. 227, § 14; July 1.
Upon demand of one-third of the entire board of directors, any matter that has been approved or passed by the board must be referred to the entire membership or the stockholders for decision at the next special or regular meeting which shall be held not less than 15 days but not more than 60 days after such matter was approved or passed.
History: L. 1921, ch. 148, § 15; R.S. 1923, 17-1615; L. 1992, ch. 227, § 15; July 1.
(a) The association and the association's members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over 10 years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association. The contract may provide that the association may sell or resell products of the association's members with or without taking title thereto; and pay over to the association's members the resale price, after deducting all necessary selling, overhead, and other costs and expenses, and other proper reserves, including interest on common or preferred stock not exceeding the greater of 8% per annum or the contract interest rate set forth in subsection (a) of K.S.A. 16-207, and amendments thereto, at the time of issuance thereof and reserves for retiring the stock, if any. These limitations shall not apply to dividends paid by subsidiaries created hereunder to parent cooperative corporations operating under this act.
(b) The bylaws and the marketing contract may fix, as liquidated damages, specific sums to be paid by the member or stockholder to the association upon the breach by such member or stockholder of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member will pay all costs, premiums for bonds, expenses and fees in case any action is brought upon the contract by the association; and any such provision shall be valid and enforceable in the courts of this state. In the event of the such breach or threatened breach of such marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract, and to a decree of specific performance thereof. Pending the adjudication of such an action and upon filing a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.
History: L. 1921, ch. 148, § 16; R.S. 1923, 17-1616; L. 1931, ch. 150, § 7; L. 1992, ch. 227, § 16; July 1.
History: L. 1921, ch. 148, § 17; R.S. 1923, 17-1617; L. 1925, ch. 130, § 1; Repealed, L. 1947, ch. 185, § 1; June 30.
Any association may have an interest in or own the preferred or common stock or become a member of any cooperative association. Any association may have an interest in or own preferred or common stock of or become a part of any other corporation or corporations.
History: L. 1931, ch. 150, § 8; L. 1992, ch. 227, § 17; July 1.
Each association formed under this act shall prepare and make a written business entity information report to the secretary of state, and pay the required fee, as prescribed by K.S.A. 17-7504, and amendments thereto.
History: L. 1921, ch. 148, § 18; R.S. 1923, 17-1618; L. 1972, ch. 54, § 16; L. 1973, ch. 90, § 1; L. 1992, ch. 227, § 18; L. 1994, ch. 182, § 1; L. 2004, ch. 171, § 15; L. 2005, ch. 157, § 2; L. 2021, ch. 61, § 3; January 1, 2023.
History: L. 1921, ch. 148, § 19; R.S. 1923, 17-1619; Repealed, L. 1992, ch. 227, § 31; July 1.
Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts and arrangements with any other cooperative corporation, association or associations, formed in this or in any other state, for the cooperative and more economical carrying on of its business, or any part or parts thereof. Any two or more associations may, by agreement between them, unite in employing and using, or may separately employ and use, the same methods, means and agencies for carrying on and conducting their respective businesses.
History: L. 1921, ch. 148, § 20; May 25; R.S. 1923, 17-1620.
Any corporation or association organized under previously existing statutes may by a
2/3 vote of the corporation's or association's voting stockholders or members voting at an annual meeting of the corporation or association or a special meeting called for such purposes upon written notice sent by first-class mail to every stockholder at such stockholder's last known post-office address at least 10 days prior to such meeting be brought under the provisions of this act by limiting the association's membership and adopting the other restrictions as provided herein. The association or corporation shall make out in duplicate a statement signed and sworn to by the directors, upon forms supplied by the secretary of state, to the effect that the corporation or association has by a
2/3 vote of the corporation's or association's stockholders or members voting at an annual meeting of the corporation or association or a special meeting called for such purpose, decided to accept the benefits and be bound by the provisions of this act, or acts amendatory thereto. Articles of incorporation shall be filed as required by K.S.A. 17-1607, and amendments thereto, except that they shall be signed by the members of the board of directors. The filing fee shall be the same as for filing an amendment to the articles of incorporation.
History: L. 1921, ch. 148, § 21; R.S. 1923, 17-1621; L. 1968, ch. 379, § 2; L. 1992, ch. 227, § 19; July 1.
History: L. 1921, ch. 148, § 22; R.S. 1923, 17-1622; Repealed, L. 1992, ch. 227, § 31; July 1.
If any section of this act, or acts amendatory thereto, shall be declared unconstitutional for any reason, the remainder of the act or acts amendatory thereto, shall not be affected thereby.
History: L. 1921, ch. 148, § 23; R.S. 1923, 17-1623; L. 1992, ch. 227, § 20; July 1.
History: L. 1921, ch. 148, § 24; R.S. 1923, 17-1624; Repealed, L. 1972, ch. 54, § 24; July 1.
At the time of filing its articles of incorporation, an association organized hereunder shall pay the fees required by subsection (a) of K.S.A. 17-7502.
History: L. 1921, ch. 148, § 25; R.S. 1923, 17-1625; L. 1972, ch. 54, § 17; July 1.
Any provisions of law which are in conflict with this act, or acts amendatory thereto, shall not be construed as applying to the associations herein provided for. Any exemptions under any and all existing laws applying to agricultural products in the possession or under the control of the individual producer shall apply similarly and completely to such products delivered by the association's farmer members in the possession or under the control of the association.
History: L. 1931, ch. 150, § 9; L. 1992, ch. 227, § 21; July 1.
No person, firm, corporation, or association, hereafter organized or doing business in this state, shall be entitled to use the word "cooperative" as part of its corporate or other business name or title for producers' cooperative marketing activities unless it has complied with the provisions of this act, or with the provisions of article 15 of chapter 17 of the Revised Statutes of 1923, or acts amendatory thereto.
History: L. 1931, ch. 150, § 10; L. 1992, ch. 227, § 22; July 1.
The provisions of the general corporation code of this state and all powers and rights thereunder shall apply to the associations organized hereunder, except where such provisions are in conflict with or inconsistent with the express provisions of this act, or acts amendatory thereto.
History: L. 1931, ch. 150, § 11; L. 1975, ch. 133, § 1; L. 1992, ch. 227, § 23; July 1.
Any corporation organized under this act may increase its capital to any amount provided that such increase must be first approved by a
2/3 vote of directors and then be approved by affirmative vote of
2/3 of the outstanding shares of voting stock, or if the corporation is organized on the one person, one vote plan, then by the affirmative vote of
2/3 of the corporation's voting stockholders. In lieu of affirmative vote of
2/3 of the outstanding shares of voting stock, or if the corporation is organized on the one person, one vote plan, then in lieu of the affirmative vote of
2/3 of the corporation's voting stockholders, the capital may be increased by affirmative vote of
2/3 of the voting stockholders present and voting at any annual meeting or special meeting called for such purpose and upon written notice sent by first-class mail to every stockholder at such stockholder's last known post-office address at least 10 days prior to such meeting.
History: L. 1931, ch. 150, § 12; L. 1968, ch. 379, § 3; L. 1992, ch. 227, § 24; July 1.
In all cases where it is not otherwise provided by the bylaws, the meetings of the stockholders of every cooperative corporation organized or doing business under this act shall be held at the corporation's registered office in this state. The stockholders and directors, however, may hold their meetings and have an office or offices outside of this state or elsewhere in this state if the articles of incorporation or bylaws so provide, and every such cooperative association shall maintain a resident agent who may be either an individual or a corporation, resident of, or located in this state, in charge thereof. Service of any form of legal process on such resident agent shall be sufficient service upon the corporation.
History: L. 1931, ch. 150, § 13; L. 1992, ch. 227, § 25; July 1.
Any cooperative corporation, company or association heretofore organized under article 16, chapter 17, of the Revised Statutes of Kansas of 1923, and 17-1603, 17-1604, 17-1605, 17-1609, 17-1611, 17-1613, 17-1616, 17-1617a, and 17-1626 through 17-1630, and amendments thereto, which has for a period of three years ceased to engage, in good faith, in the primary business for which such corporation or association was organized, shall be dissolved by order of the district court having jurisdiction, on petition of the attorney general, supported by affidavit, and if the court shall find the petition is true, it shall appoint a receiver to wind up the affairs of such corporation and decree its dissolution.
History: L. 1933, ch. 144, § 1; L. 1992, ch. 227, § 26; July 1.
Cooperative associations or corporations created under the provisions of article 16 of chapter 17 of the General Statutes of 1935, and any amendments thereto, or cooperative associations or corporations organized under similar statutes of other states and licensed to do business in the state of Kansas, are hereby empowered to enter into contracts with other cooperative associations or corporations, corporations or persons processing, handling, or selling, at wholesale or retail, the products produced by the members of such cooperative associations or corporations setting forth the minimum or maximum, or minimum and maximum resale prices at which such products may be sold by such other cooperative association or corporation, corporation or person, and to enter into contracts providing that any wholesaler purchasing, processing, handling or selling such products, upon the request of the cooperative association or corporation whose members have produced such products may refuse to sell or deliver the same to any retailer or retailers who sell or otherwise dispose of such products at prices below the resale retail prices established by such contract between such cooperative association or corporation and the wholesaler.
History: L. 1937, ch. 181, § 1; March 31.
This act, or acts amendatory thereto, should not be construed as authorizing the fixing of prices by contract or otherwise in such a manner as to be arbitrary, unjustly discriminatory or otherwise detrimental to the public interest.
History: L. 1937, ch. 181, § 2; L. 1992, ch. 227, § 27; July 1.
No association, contract, method or act which complies with the provisions of article 16 of chapter 17 of the General Statutes of 1935, and any amendments thereto, or with this act, or acts amendatory thereto, shall be deemed a conspiracy or combination in restraint of trade or as creating an illegal monopoly.
History: L. 1937, ch. 181, § 3; L. 1992, ch. 227, § 28; July 1.
If any clause, sentence, paragraph or part of this act, or acts amendatory thereto, for any reason, shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect or impair the validity of the remainder of this act, or acts amendatory thereto.
History: L. 1937, ch. 181, § 4; L. 1992, ch. 227, § 29; July 1.
Any cooperative association or corporation, created, organized or existing under the provisions of article 15 or article 16 of chapter 17 of the Kansas Statutes Annotated, and any amendments thereto, or any cooperative association or corporation organized under similar statutes of other states and licensed to do business in the state of Kansas, shall have the additional right and power to make disposition of all or substantially all of the association's or corporation's property, assets and good will, or good will, by sale, lease, exchange, or otherwise, to such individual, association, partnership, or corporation on such terms and conditions and for such consideration as the board of directors thereof may determine. Such transaction shall be authorized or approved by the vote of not less than
2/3 in number of the members or holders of voting stock or, in the case of any such association or corporation whose stockholders vote by shares, the holders of
2/3 in amount of the outstanding shares of capital stock entitled to vote, represented and voting at any meeting duly called and held for such purpose in accordance with the bylaws, and upon written notice sent by first-class mail to every member or stockholder at such member's or stockholder's last-known post-office address at least 10 days prior to such meetings. In lieu of the vote of
2/3 of the members or the vote of holders of
2/3 in amount of the outstanding shares of capital stock entitled to vote, the rights and powers granted by this section may be authorized by an association which is organized by a one person one vote plan by a vote of
2/3 of the voting members or voting stockholders present and voting at any duly called meeting when approved by the unanimous vote of the board of directors present.
History: L. 1939, ch. 157, § 1; L. 1951, ch. 203, § 1; L. 1968, ch. 379, § 4; L. 1992, ch. 227, § 30; July 1.
(a) Any two or more associations incorporated under the cooperative marketing act, cited at K.S.A. 17-1601 et seq., and amendments thereto, or any association incorporated under the cooperative marketing act, cited at K.S.A. 17-1601 et seq., and amendments thereto, and a corporation existing under the laws of this state, may merge into a single association or corporation, which may be any of the constituent associations or corporations or they may consolidate into a new association or corporation formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section.
(b) The board of directors of each association or corporation which desires to merge or consolidate shall adopt a resolution approving an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) the mode of carrying the same into effect;
(3) in the case of a merger, such amendments or changes in the articles of incorporation of the surviving association or corporation as are desired to be effected by the merger or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving association or corporation shall be its articles of incorporation;
(4) in the case of consolidation, that the articles of incorporation of the resulting association or corporation shall be as is set forth in an attachment to the agreement;
(5) the manner of converting the shares of each of the constituents into shares or other securities of the association or corporation surviving or resulting from the merger or consolidation, and, if any shares of any of the constituents are not to be converted solely into shares or other securities of the surviving or resulting association or corporation, the cash, property, rights or securities of any other association or corporation which the holders of such shares are to receive in exchange for, or upon conversion of, such shares and the surrender of the certificates evidencing certificated shares, which cash, property, rights or securities of any other association or corporation may be in addition to or in lieu of shares or other securities of the surviving or resulting association or corporation; and
(6) such other details or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance or recognition of fractional shares, interests or rights, or for any other arrangement with respect thereto, consistent with the provisions of K.S.A. 17-6405, and amendments thereto.
(c) The agreement adopted as provided in this section shall be executed in accordance with K.S.A. 17-6003, and amendments thereto. Any terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement, provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement of merger or consolidation.
(d) The agreement required by subsection (b) shall be submitted to the members or stockholders of each constituent association or corporation at an annual or special meeting for the purpose of acting on the agreement. Due notice of the time, place and purpose of the meeting shall be mailed to each member or holder of stock of the association or corporation, whether voting or nonvoting, at the member's or stockholder's address as it appears on the records of the association or corporation, at least 20 days prior to the date of the meeting. At the meeting the agreement shall be considered and a vote taken for its adoption or rejection. If the agreement is adopted by a vote representing a majority of all members of the association or, a majority vote of all outstanding stock of the corporation entitled to vote thereon, as applicable, that fact shall be certified on the agreement by the secretary or assistant secretary of the association or corporation. In lieu of an affirmative vote of a majority of all members of the association or, a majority vote of all outstanding stock of the association entitled to vote, as applicable, the agreement may be adopted by a vote of
2/3 of the members or voting stockholders present and voting at any annual meeting or special meeting called for such purpose. The method of adoption and the votes cast shall be certified on the agreement by the secretary or assistant secretary of the association or corporation. If the agreement is adopted and certified by each constituent association or corporation, the agreement shall then be executed and filed, and shall become effective, in accordance with K.S.A. 17-6003, and amendments thereto. In lieu of filing the agreement of merger or consolidation, the surviving or resulting association or corporation may file a certificate of merger or consolidation, executed in accordance with K.S.A. 17-6003, and amendments thereto, which states:
(1) The name and state of incorporation of each of the constituent associations or corporations;
(2) that an agreement of merger or consolidation has been approved, adopted, certified and executed by each of the constituent associations or corporations in accordance with this subsection;
(3) the name of the surviving or resulting association or corporation;
(4) in the case of a merger, such amendments or changes in the articles of incorporation of the surviving association or corporation as are desired to be effected by the merger or, if no such changes or amendments are desired, a statement that the articles of incorporation of one of the surviving associations or corporation shall be the articles of incorporation;
(5) in the case of a consolidation, that the articles of incorporation of the resulting corporation shall be as is set forth in an attachment to the certificate;
(6) that the executed agreement of consolidation or merger is on file at the principal place of business of the surviving association or corporation, stating the address thereof; and
(7) that a copy of the agreement of consolidation or merger will be furnished by the surviving association or corporation, on request and without cost, to any member or stockholder of any constituent association or corporation.
(e) Any agreement of merger or consolidation may contain a provision that at any time prior to the filing of the agreement with the secretary of state, the agreement may be terminated by the board of directors of any constituent association or corporation notwithstanding approval of the agreement by the members or stockholders of all or any of the constituent associations or corporations. Any agreement of merger or consolidation may contain a provision that the boards of directors of the constituent associations or corporations may amend the agreement at any time prior to the filing of the agreement, or a certificate in lieu thereof, with the secretary of state provided that an amendment made subsequent to the adoption of the agreement by the members or stockholders of any constituent association or corporation shall not:
(1) Alter or change the amount or kind of shares, securities, cash, property or rights, or any of the proceedings, in exchange for or on conversion of all or any of the shares of any class or series thereof of such constituent association or corporation;
(2) alter or change any term of the articles of incorporation of the surviving association or corporation to be effected by the merger or consolidation; or
(3) alter or change any of the terms and conditions of the agreement if such alteration or change would adversely affect the members or holders of any class of series thereof of such constituent association or corporation.
(f) In the case of a merger, the articles of incorporation of the surviving association or corporation shall automatically be amended to the extent, if any, that change in the articles of incorporation are set forth in the agreement of merger.
(g) Notwithstanding the requirements of subsection (d), unless required by its articles of incorporation, no vote of members or stockholders of a constituent association or corporation surviving a merger shall be necessary to authorize a merger if:
(1) The agreement of merger does not amend in any respect the articles of incorporation of the surviving corporation; and
(2) the aggregate stockholders' equity, as determined in accordance with generally accepted accounting principles, of the stock or other equity of the surviving association or corporation to be issued or delivered under the plan of merger does not constitute more than 25% of the aggregate stockholders' equity, as determined in accordance with generally accepted accounting principles, of all classes of stock or other equity of the surviving association or corporation immediately following the effectiveness of the merger. If an agreement of merger is adopted by the constituent association or corporation surviving the merger, by action of its board of directors and without any vote of the constituent association's or corporation's members or stockholders pursuant to this subsection, the secretary or assistant secretary of such association or corporation shall certify on the agreement, under the seal, that the agreement has been adopted pursuant to this subsection and that, as of the date of such certificate, the stockholders' equity of the association or corporation was such as to render this subsection applicable. The agreement adopted and certified as provided in this section shall be executed and filed, and shall become effective, in accordance with K.S.A. 17-6003, and amendments thereto. Such filing shall constitute a representation by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.
History: L. 1991, ch. 74, § 1; L. 1998, ch. 189, § 1; L. 2000, ch. 39, § 6; July 1.
(a) Any one or more associations incorporated under the cooperative marketing act, cited at K.S.A. 17-1601 et seq., and amendments thereto, may merge or consolidate with one or more other associations or corporations of any other state or states of the United States, or of the District of Columbia if the laws of such other jurisdiction permit an association or corporation of such jurisdiction to merge or consolidate with an association or corporation of another jurisdiction. The constituent associations or corporations may merge into a single association or corporation, which may be any one of the constituents, or they may consolidate into a new association or corporation formed by the consolidation, which may be an association or corporation of the state of incorporation of any one of the constituent associations or corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section. In addition, any one or more associations or corporations organized under the laws of any jurisdiction other than one of the United States may merge or consolidate with one or more associations incorporated under the cooperative marketing act, cited at K.S.A. 17-1601 et seq., and amendments thereto, if the surviving or resulting association or corporation will be an association or corporation of this state, and if the laws under which the other associations or corporations are formed permit an association or corporation of such jurisdiction to merge or consolidate with an association or corporation of another jurisdiction.
(b) All the constituent associations or corporations shall enter into an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) the mode of carrying the same into effect;
(3) the manner of converting the shares of each of the constituent associations or corporations into shares or other securities of the association or corporation surviving or resulting from the merger or consolidation and, if any shares of any of the constituents are not to be converted solely into shares or other securities of the surviving or resulting association or corporation, the cash, property, rights or securities of any other association or corporation which the holders of such shares are to receive in exchange for, or upon conversion of, such shares and the surrender of the certificates evidencing certificated shares, which cash, property, rights or securities of any other association or corporation may be in addition to or in lieu of the shares or other securities of the surviving or resulting association or corporation;
(4) such other details or provisions as are deemed desirable, including, without limiting the generality of the foregoing, a provision for the payment of cash in lieu of the issuance or recognition of fractional shares of the surviving or resulting association or corporation or of any other association or corporation the securities of which are to be received in the merger or consolidation, or for some other arrangement with respect thereto consistent with the provisions of K.S.A. 17-6405, and amendments thereto; and
(5) such other provisions or facts as shall be required to be set forth in articles of incorporation by the laws of the state which are stated in the agreement to be the laws that shall govern the surviving or resulting association or corporation and that can be stated in the case of a merger or consolidation.
(c) Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement, provided that the manner in which such facts shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement of merger or consolidation.
(d) The agreement shall be adopted, approved, certified and executed by each of the constituent associations or corporations in accordance with the laws under which it is formed, and, in the case of a Kansas association, in the same manner as provided in K.S.A. 17-1637, and amendments thereto. The agreement shall be filed and shall become effective for all purposes of the laws of this state as provided in K.S.A. 17-1637, and amendments thereto, with respect to the merger or consolidation of associations or corporations of this state. In lieu of filing the agreement of merger or consolidation, the surviving or resulting association or corporation may file a certificate of merger or consolidation, executed in accordance with K.S.A. 17-6003, and amendments thereto, which states:
(1) The name and state of incorporation of each of the constituents;
(2) that an agreement of merger or consolidation has been approved, adopted, certified and executed by each of the constituents in accordance with this subsection;
(3) the name of the surviving or resulting association or corporation;
(4) in the case of a merger, such amendments or changes in the articles of incorporation of the surviving association or corporation as are desired to be effected by the merger or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving association or corporation shall be the association's or corporation's articles of incorporation;
(5) in the case of a consolidation, that the articles of incorporation of the resulting association or corporation shall be as is set forth in an attachment to the certificate;
(6) that the executed agreement of consolidation or merger is on file at the principal place of business of the surviving association or corporation and address thereof;
(7) that a copy of the agreement of consolidation or merger will be furnished by the surviving association or corporation, on request and without cost, to any member or stockholder of any constituent;
(8) if the association or corporation surviving or resulting from the merger or consolidation is to be an association or corporation of this state, the authorized capital stock of each constituent association or corporation which is not an association or corporation of this state; and
(9) the agreement, if any, required by subsection (e).
(e) If the association or corporation surviving or resulting from the merger or consolidation is to be governed by the laws of the District of Columbia or any state other than this state, it shall agree that it may be served with process in this state in any proceeding for enforcement of any obligation of any constituent association or corporation of this state, as well as for enforcement of any obligation of the surviving or resulting association or corporation arising from the merger or consolidation, including any suit or other proceeding to enforce the right of any member or stockholder as determined in appraisal proceedings pursuant to the provisions of K.S.A. 17-1642, and amendments thereto, and shall irrevocably appoint the secretary of state as such association's or corporation's last known agent to accept service of process in any such suit or other proceedings and shall specify the address to which a copy of such process shall be mailed by the secretary of state. Service of such process shall be made by personally delivering to and leaving with the secretary of state duplicate copies of such process. The secretary of state shall forthwith send by registered mail one of such copies to such surviving or resulting association or corporation at such association's or corporation's last known address.
(f) The provisions of subsection (e) of K.S.A. 17-1637, and amendments thereto, shall apply to any merger or consolidation under this section. The provisions of subsection (f) of K.S.A. 17-1637, and amendments thereto, shall apply to a merger under this section in which the surviving association or corporation is an association or corporation of this state. The provisions of subsection (g) of K.S.A. 17-1637, and amendments thereto, shall apply to any merger under this section.
History: L. 1991, ch. 74, § 2; L. 1998, ch. 189, § 2; L. 2000, ch. 39, § 7; July 1.
No merger or consolidation shall become effective under this act until all corporate fees and taxes due to or assessable by the state have been paid by the constituent associations or corporations. Any fees or taxes which become due to or assessable by the state with respect to any such constituent, subsequent to the merger or consolidation, shall become the debt of the resulting or surviving association or corporation. When any merger or consolidation shall have become effective under this act, for all purposes of the laws of this state the separate existence of all constituent associations or corporations, or of all such constituents except the one into which the other or others of such constituents have been merged, shall cease and the constituents shall become a new association or corporation, or be merged into one of such associations or corporations, possessing all rights, privileges, powers and franchises of a public as well as of a private nature. Such associations or corporations shall be subject to all the restrictions, disabilities and duties of each of such associations or corporations so merged or consolidated. The rights, privileges, powers and franchises of each of such associations or corporations; property, real, personal and mixed; debts due to any of such constituents on whatever account; and stock subscriptions as all other things in action or belonging to each of such associations or corporations shall be vested in the association or corporation surviving or resulting from such merger or consolidation. All property, rights, privileges, powers and franchises, and every other interest shall be thereafter as effectually the property of the surviving or resulting association or corporation as such associations or corporations were of the several and respective constituents, and the title to any real estate vested by deed or otherwise, under the laws of this state, in any of such constituents, shall not revert or be in any way impaired by reason of this act. All rights of creditors and all liens upon this property of any of such constituents shall be preserved unimpaired, and all debts, liabilities and duties of the respective constituents shall attach to such surviving or resulting association or corporation, and may be enforced against the association or corporation to the same extent as if such debts, liabilities and duties had been incurred or contracted by the association or corporation.
History: L. 1991, ch. 74, § 3; May 30.
When two or more associations or corporations are merged or consolidated, the association or corporation surviving or resulting from the merger or consolidation may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with the association's or corporation's capital stock to provide for all the payments the association or corporation will be required to make, or obligations it will be required to assume, in order to effect the merger or consolidation. For the purpose of securing the payment of any such bonds and obligations, it shall be lawful for the surviving or resulting association or corporation to mortgage the association's or corporation's corporate franchise, rights, privileges and property, real, personal or mixed. The surviving or resulting association or corporation may issue certificated or uncertificated shares of the association's or corporation's capital stock and other securities to the members of the constituent associations or corporations in exchange or payment for the original shares, in such amount as shall be necessary in accordance with the terms of the agreement of merger or consolidation in order to effect such merger or consolidation in the manner and on the terms specified in the agreement.
History: L. 1991, ch. 74, § 4; May 30.
Any action or proceeding, whether civil, criminal or administrative, pending by or against any association or corporation which is a party to a merger or consolidation shall be prosecuted as if such merger or consolidation had not taken place, or the association or corporation surviving or resulting from such merger or consolidation may be substituted in such action or proceeding.
History: L. 1991, ch. 74, § 5; May 30.
(a) Except as provided in subsection (j), the association or corporation surviving or resulting from any merger or consolidation, within 10 days after the effective date of the merger or consolidation, shall notify each member or stockholder of any association or corporation of this state so merging or consolidating who objected thereto in writing and whose shares either were not entitled to vote or were not voted in favor of the merger or consolidation, and who filed such written objection with the association or corporation before the taking of the vote on the merger or consolidation, that the merger or consolidation has become effective. If any such member or stockholder, within 20 days after the date of mailing of the notice, shall demand in writing, from the association or corporation surviving or resulting from the merger or consolidation, payment of the value of the member's or stockholder's interest, the surviving or resulting association or corporation shall pay to the member or stockholder, within 30 days after the expiration of the period of 20 days, the value of the member's or stockholder's interest on the effective date of the merger or consolidation, exclusive of any element of value arising from the expectation or accomplishment of the merger or consolidation.
(b) If during a period of 30 days following the period of 20 days provided for in subsection (a), the association and any such member or stockholder fail to agree upon the value of such member's or stockholder's interest, any such member or stockholder, or the association or corporation surviving or resulting from the merger or consolidation, may demand a determination of the value of the member's or stockholder's interest by an appraiser or appraisers to be appointed by the district court, by filing a petition with the court within four months after the expiration of the thirty-day period.
(c) Upon the filing of any such petition by a member or stockholder, service of a copy shall be made upon the surviving association or corporation, which shall file with the clerk of the district court, within 10 days after such service, a duly verified list containing the names and addresses of all members or stockholders who have demanded payment for such member's or stockholder's interest and with whom agreements as to the value of such member's or stockholder's interest have not been reached by the association or corporation. If the petition is filed by the surviving association or corporation, the petition shall be accompanied by such duly verified list. The surviving association or corporation shall give notice of the time and place fixed for the hearing of such petition pursuant to subsection (c) of K.S.A. 60-303, and amendments thereto, to the members or stockholders shown upon the list at the addresses therein stated and notice shall also be given by publishing a notice at least once, at least one week before the day of the hearing, in a newspaper of general circulation in the county in which the district court is located. The court may direct such additional publication of notice as the court deems advisable. The forms of the notices by mail and by publication shall be approved by the court.
(d) After the hearing on the petition the court shall determine the members or stockholders who have complied with the provisions of this section and become entitled to the valuation of and payment for such member's or stockholder's interest, and shall appoint an appraiser or appraisers to determine such value. The appraiser or appraisers may examine any of the books and records of the associations or corporations the stock of which such appraiser or appraisers is charged with the duty of valuing, and following an investigation, the appraiser or appraisers shall make a determination of the value of the member's or stockholder's interest. The appraiser or appraisers shall also afford a reasonable opportunity to the parties interested to submit to the appraiser or appraisers pertinent evidence on the value of the member's or stockholder's interest. The appraiser or appraisers, also, shall have the powers and authority conferred upon masters by K.S.A. 60-253, and amendments thereto.
(e) The appraiser or appraisers shall determine the value of the stock of the members or stockholders adjudged by the district court to be entitled to payment therefor and shall file a report respecting such value in the office of the clerk of the district court, and notice of the filing of such report shall be given by the petitioners to the parties in interest. Such report shall be subject to exceptions to be heard before the court both upon the law and facts. The court by decree shall determine the value of the stock of the members or stockholders entitled to payment and shall direct the payment of such value, together with interest, if any, to the members or stockholders entitled by the surviving or resulting corporation. Upon payment of the judgment by the surviving or resulting corporation, the clerk of the district court shall surrender to the surviving association or corporation the certificates of shares of stock held by the clerk pursuant to subsection (f). The decree may be enforced as other judgments of the district court may be enforced, whether such surviving or resulting association be an association of this state or of any other state.
(f) At the time of appointing the appraiser or appraisers, the court shall require the members or stockholders who hold certificated shares and who demanded payment for the shares to submit the certificates of stock to the clerk of the court, to be held by the clerk pending the appraisal proceedings. If any member or stockholder fails to comply with such direction, the court shall dismiss the proceedings as to such member or stockholder.
(g) The cost of any such appraisal, including reasonable fees and expenses of the appraiser or appraisers, but exclusive of fees of counsel or of experts retained by any party, shall be determined by the court and taxed upon the parties to such appraisal or any of them as appears to be equitable, except that the cost of giving the notice by publication and by certified mail shall be paid by the surviving association or corporation. Postjudgment interest, if any, shall be in accordance with K.S.A. 16-204, and amendments thereto, to be paid upon the value of the stock of the members or stockholders entitled thereto.
(h) Any member or stockholder who has demanded payment of the member's or stockholder's interest as herein provided shall not thereafter be entitled to vote such member's or stockholder's stock for any purpose or be entitled to the payment of dividends or other distribution on such stock, except dividends or other distributions payable to members or stockholders of record at a date which is prior to the effective date of the merger or consolidation, unless the appointment of an appraiser or appraisers shall not be applied for within the time herein provided, or the proceeding be dismissed as to such member or stockholder, or unless such member or stockholder with the written approval of the surviving association or corporation shall deliver to the association or corporation a written withdrawal of the member's or stockholder's objections to and an acceptance of the merger or consolidation, in any of which cases the right of such member or stockholder to payment for the member's or stockholder's interest shall cease.
(i) The shares of the surviving or resulting association or corporation into which the shares of such objecting members or stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting association or corporation.
(j) This section shall not be applicable to the members, stockholders or other holders of equity securities of the surviving association or corporation in any merger where the active members of the surviving association or corporation continue to be eligible to be members of the surviving association or corporation after the merger and the agreement of merger does not amend the articles of incorporation, and shall not apply to the members, stockholders or other holders of equity securities of the constituent association or corporation not surviving the merger in any merger where the active members of such constituent association or corporation are eligible to become members of the surviving association or corporation on the same terms and conditions as other similarly classified members of the surviving association or corporation.
History: L. 1991, ch. 74, § 6; L. 2000, ch. 175, § 1; July 1.
This act shall be part of and supplemental to the cooperative marketing act, cited at K.S.A. 17-1601 et seq., and amendments thereto.
History: L. 1991, ch. 74, § 7; May 30.
Any religious society, military or fire company, literary, charitable or benevolent association, other than colleges, universities, academies or seminaries, or any grand or subordinate lodge of Free and Accepted Masons, or of the Independent Order of Odd Fellows, Knights of Pythias, Knights of Honor, Ancient Order of United Workmen, Independent Order of Mutual Aid, Good Templars, or any other secret benevolent association or organization, may by the consent of a majority of its members become bodies corporate under this act, by filing the charter required by this act, electing directors or trustees, and performing the things as are directed in the case of other corporations; and when so organized shall have all the powers and privileges and be subject to all the restrictions in this act contained, for the objects named in the charter, and shall have the same power to make bylaws for the regulation of their affairs as other corporations, and shall have the power to adopt a bylaw to reduce the number of its directors or trustees to not less than three, and to incorporate with that number, and to prescribe their term of office, and to do and perform all other acts in accordance with the objects of the said lodges respectively. Such directors or trustees shall not usurp or exercise the functions of the officers in charge of the spiritual affairs of any society.
History: L. 1879, ch. 89, § 1; March 13; R.S. 1923, 17-1701.
No religious, literary, scientific, industrial, benevolent or other society, association, company, corporation or institution, that does not have a capital stock will be required, in its charter, to make any statement of the amount of capital stock or amount of each share; but such charter, if it contains the other statements therein required, and also an estimate of the value of the goods, chattels, lands, rights and credits owned by the corporation, will be sufficient.
History: G.S. 1868, ch. 23, § 123; October 31; R.S. 1923, 17-1702.
Any subordinate lodge, council or camp or other subordinate organization of any fraternal, benevolent, patriotic or beneficial order or association now established or organized or which may be established or organized hereafter in the state of Kansas, and which is under the control of a supreme, grand or other superior organization, may purchase, own, manage, control, improve, mortgage and dispose of such real estate, including such suitable building or buildings as may be necessary to provide suitable accommodations for the holding of its meetings and transacting of its business, and may purchase, own, manage, control and dispose of stock in a corporation which has for its purpose the building, erection, control, management or ownership of such suitable building or buildings as may be necessary to provide suitable accommodations for the holding of meetings and transacting of business of any organization or organizations as are provided for herein: Provided, That any such building or buildings as are provided for herein may be used in part for other purposes.
History: L. 1899, ch. 164, § 1; L. 1909, ch. 171, § 1; R.S. 1923, 17-1703; L. 1945, ch. 158, § 1; June 28.
The title to any property the ownership of which is provided for in this act shall be vested in the lodge or other subordinate organization, and transfers of the same may be made by the trustees or managers of such organization.
History: L. 1899, ch. 164, § 2; May 15; R.S. 1923, 17-1704.
Such subordinate organizations may contract, sue and be sued through its trustees or managers, in any matter affecting such real estate or buildings: Provided, That no judgment rendered against such organization shall have any force or effect except as against the property owned as provided herein.
History: L. 1899, ch. 164, § 3; May 15; R.S. 1923, 17-1705.
History: L. 1911, ch. 132, § 1; R.S. 1923, 17-1706; Repealed, L. 1974, ch. 96, § 15; March 16.
History: L. 1911, ch. 132, §§ 2, 3; R.S. 1923, 17-1707, 17-1708; L. 1957, ch. 148, §§ 1, 2; L. 1959, ch. 116, §§ 1, 2; Repealed, L. 1974, ch. 96, § 15; March 16.
History: L. 1911, ch. 132, §§ 4, 5; R.S. 1923, 17-1709, 17-1710; Repealed, L. 1974, ch. 96, § 15; March 16.
That all property, both real and personal, belonging to or held in trust for any Baptist church or any Baptist religious society that has or shall become extinct, shall vest in and become the property of the Kansas Baptist Convention and its successors and assigns: Provided, That nothing herein contained shall affect the title to any Baptist church or Baptist religious society property that is held by any of the Baptist associations of the state: And provided further, That this act shall not affect the reversionary interest of any person or persons in such property or any valid lien thereon.
History: L. 1911, ch. 139, § 1; May 22; R.S. 1923, 17-1711.
That any Baptist church or Baptist religious society in this state which has ceased or failed to maintain religious worship or services or to use its property for religious worship or services according to the tenets, usages and customs of Baptist churches in this state for the space of two consecutive years immediately prior thereto, or whose membership has so diminished in numbers or in financial strength as to render it impossible or impracticable for such church or society to maintain religious worship or services, or to protect its property from exposure to waste and delapidation, or to fulfill the purpose for which it was incorporated, shall be deemed and taken to be extinct, and may by an order of the district court of the county in which such society has been theretofore situated be so declared and thereupon dissolved, and the property of such church or society, or property which may be held in trust for such church or society, be transferred to, and the title and possession thereof vested in the said Kansas Baptist Convention.
History: L. 1911, ch. 139, § 2; May 22; R.S. 1923, 17-1712.
That an application for such an order and disposition of property may be made by any member or officer of the said Kansas Baptist Convention, or by any member of such church or society, when duly authorized thereto by the board of managers of said Kansas Baptist Convention, upon a verified petition setting forth the facts authorizing such order and disposition of property.
Upon the presentation of such petition to the district court such court may proceed in a summary manner, after such notice as the court may prescribe, to inquire into the merits of such application; and if upon examination by the court it shall satisfactorily appear that the making of the order and disposition of the property applied for is necessary or proper, for any of the causes mentioned in K.S.A. 17-1712, such court shall make a final order, declaring such church or society extinct and dissolving the same, and transferring any property and the title and possession thereof which may belong to such church or society, or held in trust for such church or society, and vesting the same in the said Kansas Baptist Convention; it being the intent and purpose of this act to preserve to the Baptist denomination of this state all property owned by or held in trust for any such church or society for religious uses.
History: L. 1911, ch. 139, § 3; May 22; R.S. 1923, 17-1713.
That all property, both real and personal, belonging to or held in trust for any colored Baptist church or any colored Baptist religious society that has or shall become extinct, shall vest in and become the property of the missionary Baptist state convention of Kansas and its successors and assigns: Provided, That this act shall not affect the reversionary interests of any person or persons in such property or any valid lien thereon.
History: L. 1939, ch. 160, § 1; June 30.
That any colored Baptist church or colored Baptist religious society in this state which has ceased or failed to maintain religious worship or services or to use its property for religious worship or services according to the tenets, usages, and customs of Baptist churches in this state for the space of two consecutive years immediately prior thereto, or whose membership has so diminished in numbers or financial strength as to render it impossible or impracticable for such church or society to maintain religious worship or services, or to protect its property from exposure to waste and dilapidation, or to fulfill the purpose for which it was incorporated, shall be deemed and taken to be extinct, and may by an order of the district court of the county in which such society has been theretofore situated be so declared, and thereupon dissolved, and the property of such church or society, or property which may be held in trust for such church or society, be transferred to, and the title and possession thereof vested in the said the missionary Baptist state convention of Kansas.
History: L. 1939, ch. 160, § 2; June 30.
That an application for such an order and disposition of property may be made by any member or officer of the missionary Baptist state convention of Kansas, or by any member of such church or society, when duly authorized thereto by the executive board of said missionary Baptist state convention upon a verified petition setting forth the facts authorizing such order and disposition of property.
Upon the presentation of such petition to the district court such court may proceed in a summary manner, after such notice as the court may prescribe, to inquire into the merits of such application; and if upon examination by the court it shall satisfactorily appear that the making of the order and disposition of the property applied for is necessary or proper, for any of the causes mentioned in K.S.A. 17-1713b, such court shall make a final order, declaring such church or society extinct and dissolving the same, and transferring any property and the title and possession thereof which may belong to such church or society, or held in trust for such church or society, and vesting the same in the missionary Baptist state convention of Kansas; it being the intent and purpose of this act to preserve to the Baptist denomination aforesaid of this state all property owned by or held in trust for any such church or society for religious uses.
History: L. 1939, ch. 160, § 3; June 30.
That the title to all property, both real and personal, belonging to or held in trust by any religious organization known as the Christian Church, Church of Christ (using instrumental music), or Disciples of Christ or any religious society of the Christian Church, Church of Christ (using instrumental music) or Disciples of Christ that has or shall become extinct, shall vest in and become the property of the Kansas Christian Missionary Society, its successors and assigns: Provided, That this act shall not affect the reversionary interest of any person or persons in such property or any valid lien thereon.
History: L. 1915, ch. 202, § 1; R.S. 1923, 17-1714; L. 1935, ch. 131, § 1; L. 1970, ch. 86, § 1; July 1.
That any Christian Church, Church of Christ (using instrumental music) or Disciples of Christ or any religious society of the Christian Church, Church of Christ (using instrumental music) or Disciples of Christ in this state which has ceased or failed to maintain religious worship or services or to use its property for religious worship or services according to the tenets, usages and customs of said churches in this state for the period of two consecutive years immediately prior thereto, or whose membership has so diminished in numbers or in financial strength as to render it impossible or impracticable for such church or society to maintain religious worship or services, or to protect its property from exposure to waste and dilapidation, or to fulfill the purpose for which it was incorporated, shall be deemed and taken to be extinct, and may, by an order of the district court of the county in which such society has been theretofore situated, be so declared extinct and dissolved, and, thereupon the property of such church or society, or property which may be held in trust for such church or society shall be transferred to, and the title and possession thereof vested in the said Kansas Christian Missionary Society.
History: L. 1915, ch. 202, § 2; R.S. 1923, 17-1715; L. 1970, ch. 86, § 2; July 1.
That an application for such order and disposition of property may be made by any member or officer of the said Kansas Christian Missionary Society or by any member of such church or society when duly authorized thereto by the board of directors of the Kansas Christian Missionary Society upon a verified petition setting forth the facts authorizing such order and disposition of property.
Upon the presentation of such petition the court shall proceed in a summary manner, after such notice as the court may prescribe, to inquire into the merits of such application; and if upon examination by the court it shall satisfactorily appear that the making of the order and disposition of the property applied for are necessary and proper for any of the causes mentioned in K.S.A. 17-1715, such court shall make a final order, declaring such church or society extinct and dissolving the same; transferring the title and possession of any property which may belong to such church or society, or which may be held in trust for such church or society; and vesting the same in the said Kansas Christian Missionary Society. It being the intent and purpose of this act to preserve to the denomination of the Christian Church, Church of Christ (using instrumental music), or Disciples of Christ in this state all property owned by or held in trust for any such extinct church or society of such denomination.
History: L. 1915, ch. 202, § 3; R.S. 1923, 17-1716; L. 1935, ch. 131, § 2; L. 1970, ch. 86, § 3; July 1.
(a) The title to all property, whether real, personal or mixed, belonging to or held in trust for or by any religious organization known as the Congregational Church, or the Congregational and Christian Church, or any religious society of the Congregational Church, or the Congregational and Christian Church, or by any religious organization known as the Kansas Congregational and Christian Conference, the Central-South Conference of the Congregational-Christian Churches and the Kansas City Synod of the Evangelical and Reformed Church, or any religious society of the Kansas Congregational and Christian Conference, the Central-South Conference of the Congregational-Christian Churches and the Kansas City Synod of the Evangelical and Reformed Church located in Kansas, that has or shall become extinct shall vest in and become the property of the Kansas-Oklahoma Conference of The United Church of Christ.
(b) This act shall not affect the reversionary interest of any person, persons or corporation in such property or any valid lien thereon.
History: L. 1933, ch. 157, § 1; L. 1981, ch. 100, § 1; July 1.
(a) Any Congregational Church, Congregational and Christian Church or any church or society affiliated with the Kansas Congregational and Christian Conference, the Central-South Conference of the Congregational-Christian Churches and the Kansas City Synod of the Evangelical and Reformed Church, in this state which: (1) Has ceased or failed to maintain religious worship or services, or to use its property for religious worship or services according to the tenets, usages and customs of such church or society in this state for a period of two consecutive years immediately prior thereto, or to protect its property from exposure, waste and dilapidation, or to fulfill the purposes for which it was organized, created or incorporated; or (2) has diminished in membership or financial strength so as to render it impossible or impracticable for any such church or society to maintain its organization, shall be deemed and taken to be extinct and may by an order of the district court of the county in which such church or society has been theretofore situated to be so declared extinct and dissolved. Thereupon all the property of every kind of such church or society, or property which may be held in trust for such church or society shall be transferred to, and the title and possession thereof vested absolutely in the Kansas-Oklahoma Conference of the United Church of Christ.
(b) This section shall not affect any existing reversionary interests in the property or any liens existing thereon.
(c) The intent and purpose of this section is to preserve for religious purposes all property owned by or held in trust for any such extinct church or society.
History: L. 1933, ch. 157, § 2; L. 1981, ch. 100, § 2; July 1.
An application for an order and disposition of property pursuant to K.S.A. 17-1716b, and amendments thereto, may be made by any member or officer of the Kansas-Oklahoma Conference of the United Church of Christ when duly authorized by the board of trustees, or managers, of the Kansas-Oklahoma Conference of the United Church of Christ, upon a verified petition setting forth the facts authorizing such order and disposition of property.
Upon the presentation of such petition to the proper district court, such court shall proceed in a summary manner as in other civil cases to inquire into the merits of such application. If upon examination by the court it appears to the court that the making of the order and disposition of the property applied for are necessary or proper for any cause mentioned in K.S.A. 17-1716b, and amendments thereto, the court shall make a final order declaring such church or society extinct, dissolving the same and transferring the title and possession of any property which may belong to such church or society, or which may be held in trust for such church or society; and vesting a perfect title to the property in the Kansas-Oklahoma Conference of the United Church of Christ. It being the intent and purpose of this act to preserve to the denomination of the Kansas-Oklahoma Conference of the United Church of Christ all property owned by, or held in trust for any extinct church or society of any denomination formerly called the Congregational Church, the Congregational and Christian Church, the Kansas Congregational and Christian Conference, the Central-South Conference of the Congregational-Christian Churches or the Kansas City Synod of the Evangelical and Reformed Church.
History: L. 1933, ch. 157, § 3; L. 1981, ch. 100, § 3; July 1.
That the title to all abandoned property, both real, personal and mixed, belonging to or held in trust for or by any religious organization known as the church of the United Brethren in Christ, or held for or by any religious society of any such religious organization, which property shall hereafter be determined by the Kansas annual conference of such church to be abandoned property, shall vest in and become the property of the trustees of said Kansas annual conference of said church: Provided, That this act shall not affect the reversionary interest of any person or persons, or corporation, now existing in any such property or any valid lien now existing thereon.
History: L. 1939, ch. 159, § 1; June 30.
That whenever any local congregation of any such church or any local society of any such church either incorporated or unincorporated, shall abandon any of its property, real, personal, or mixed and the said Kansas annual conference of such church shall declare any such property to be abandoned property, then all such property so determined to be abandoned shall ipso facto become the property of the trustees of said Kansas annual conference and shall be subject to lease, rent or sale, or other disposition as such Kansas annual conference may direct, or in such manner as may be provided by the discipline of the church of the United Brethren in Christ as from time to time established, made and determined by the lawful authority of said church with full right of alienation or encumbrance, as provided by such discipline, and the proceeds arising from such lease, sale or encumbrance, shall be disposed of as provided by such discipline.
History: L. 1939, ch. 159, § 2; June 30.
The title to all abandoned property, both real, personal and mixed, belonging to or held in trust for or by any religious organization known as the Church of Christ (not using instrumental music), that has or shall become extinct shall vest in and become the property of the nearest active Church of Christ (not using instrumental music) (geographically) located within the state of Kansas at the time: Provided, That this act shall not affect the reversionary interest of any person or persons, or corporation, now existing in any such property or any valid lien now existing thereon.
History: L. 1970, ch. 86, § 4; July 1.
Any Church of Christ (not using instrumental music) in this state which has ceased or failed to maintain religious worship or services, or to use its property for religious worship or services according to the tenets, usages and customs of said churches in this state for a period of two (2) consecutive years immediately prior thereto, or whose members have so diminished in numbers or in financial strength as to render it impossible or impracticable for any such church to maintain religious worship or services, or to maintain its organization, or to protect its property from exposure, waste and dilapidation, or to fulfill the purposes for which it was organized, created or incorporated, shall be deemed and taken to be extinct and may by order of the district court of the county in which such church has been theretofore situated be so declared extinct and dissolved; and thereupon all the property of every kind of such church or property which may be held in trust for such church shall be transferred to, and the title and possession thereof by order of the court be vested in the nearest active Church of Christ (not using instrumental music) (geographically) located within the state of Kansas.
History: L. 1970, ch. 86, § 5; July 1.
An application for such an order and disposition of property may be made by any member or officer of the nearest active Church of Christ (not using instrumental music) (geographically) located in Kansas, or by any member of the abandoned or extinct church upon a verified petition setting forth the facts authorizing such order and disposition of property.
Upon the presentation of such petition to the district court such court may proceed in a summary manner, after such notice as the court may prescribe, to inquire into the merits of such application; and if upon examination by the court it shall satisfactorily appear that the making of the order and disposition of the property applied for is necessary or proper, for any of the causes mentioned in K.S.A. 17-1716g, such court shall make a final order, declaring such church extinct and dissolving the same, and transferring any property and the title and possession thereof which may belong to such church, or held in trust for such church, and vesting the same in the active Church of Christ (not using instrumental music) located nearest geographically to the abandoned or extinct church; it being the intent and purpose of this act to preserve all property owned by or held in trust for any such extinct church for religious uses.
History: L. 1970, ch. 86, § 6; July 1.
History: L. 1911, ch. 135, § 1; R.S. 1923, 17-1717; L. 1927, ch. 154, § 1; L. 1935, ch. 127, § 1; L. 1943, ch. 130, § 1; Repealed, L. 1969, ch. 124, § 1; July 1.
History: L. 1911, ch. 135, § 2; L. 1913, ch. 144, § 1; R.S. 1923, 17-1718; L. 1927, ch. 154, § 2; L. 1935, ch. 132, § 1; L. 1943, ch. 130, § 2; Repealed, L. 1969, ch. 124, § 1; July 1.
History: L. 1911, ch. 135, § 3; R.S. 1923, 17-1719; L. 1927, ch. 154, § 3; Repealed, L. 1969, ch. 124, § 1; July 1.
History: L. 1911, ch. 135, §§ 4, 5; R.S. 1923, 17-1720, 17-1721; Repealed, L. 1969, ch. 124, § 1; July 1.
That five or more persons may form a corporation for the purpose of promoting the interest and welfare of labor and industry, which corporation shall not engage in business for profit; and no such corporation shall be required to pay any corporation taxes or any fees except filing and recording fees; the affairs of such corporation shall be managed by a board of directors composed of not less than five members.
History: L. 1920, ch. 24, § 1; February 6; R.S. 1923, 17-1722.
That such corporations shall in all other respects be organized in the same manner as other corporations, not formed for profit as now provided by law and when organized shall have all the powers now given by law to such corporations.
History: L. 1920, ch. 24, § 2; February 6; R.S. 1923, 17-1723.
History: L. 1925, ch. 22, § 1; Repealed, L. 1957, ch. 149, § 1; June 29.
History: L. 1959, ch. 127, § 1; Repealed, L. 1965, ch. 152, § 1; June 30.
The governing body or ecclesiastical head of any unincorporated church, church organization, or religious society having, under the laws, canons, rules, regulations, or usages of such church, organization, or society, the authority to conduct and manage its property and temporal affairs, may organize or cause to be organized one or more corporations not for profit under the provisions of the general corporation code of Kansas to receive, hold, manage, encumber, and dispose of real and personal property used by or held for the benefit of such church, church organization, or religious society. The members of any such corporation shall be determined in the manner set forth in its articles of incorporation, which articles may also set forth how such corporation shall be governed or that its government shall be in such manner as shall be set forth in its bylaws. No such corporation shall have authority to conduct religious services or to make or enforce laws, canons, rules or regulations relating to ecclesiastical or doctrinal matters, or to perform any of the functions or exercise any of the powers which are proper only to religious corporations.
History: L. 1961, ch. 126, § 1; June 30.
History: L. 1965, ch. 360, §§ 1–5; Repealed, L. 1974, ch. 96, § 15; March 16.
The title to all abandoned property, both real, personal and mixed, belonging to or held in trust for or by any religious organization known as the German Baptist Brethren church, or the German Baptist church, that has or shall become extinct shall vest in and become the property of the Church of the Brethren, District of Kansas, and its successors and assigns: Provided, That this act shall not affect the reversionary interest of any person or persons, or corporation, now existing in any such property or any valid lien now existing thereon.
History: L. 1968, ch. 345, § 1; July 1.
Any German Baptist Brethren church or the German Baptist church in this state which (a) has ceased or failed to maintain religious worship or services, or to use its property for religious worship or services according to the tenets, usages and customs of said churches in this state for a period of two (2) consecutive years immediately prior thereto, (b) or whose members have so diminished in numbers or in financial strength as to render it impossible or impracticable for any such church or society to maintain religious worship or services, or to maintain its organization, (c) or to protect its property from exposure, waste and dilapidation, (d) or to fulfill the purposes for which it was organized, created or incorporated, shall be deemed and taken to be extinct and may by an order of the district court of the county in which such church or society has been theretofore situated to be so declared extinct and dissolved, and thereupon all the property of every kind of such church or society or property which may be held in trust for such church or society shall be transferred to, and the title and possession thereof vested absolutely in the said Church of the Brethren, District of Kansas.
History: L. 1968, ch. 345, § 2; July 1.
An application for such an order and disposition of property may be made by any member or officer of the Church of the Brethren, District of Kansas, or by proper officials of said church upon a verified petition setting forth the facts authorizing such order and disposition of property.
Upon the presentation of such petition to the district court such court may proceed in a summary manner, after such notice as the court may prescribe, to inquire into the merits of such application; and if upon examination by the court it shall satisfactorily appear that the making of the order and disposition of the property applied for is necessary or proper, for any of the causes mentioned in K.S.A. 17-1733, such court shall make a final order, declaring such church or society extinct and dissolving the same, and transferring any property and the title and possession thereof which may belong to such church or society, or held in trust for such church or society, and vesting the same in the Church of the Brethren, District of Kansas; it being the intent and purpose of this act to preserve all property owned by or held in trust for any such extinct church or society for religious uses.
History: L. 1968, ch. 345, § 3; July 1.
The title to all abandoned property, both real, personal and mixed, belonging to or held in trust for any religious organization situated within the jurisdiction of the District Advisory Board of the Church of the Nazarene, Kansas District, and known as the Church of the Nazarene that has or shall become extinct shall vest in and become the property of the District Advisory Board of the Church of the Nazarene, Kansas District, and its successors and assigns: Provided, That this act shall not affect the reversionary interest of any person or persons, or corporation, now existing in any such property or any valid lien now existing thereon.
History: L. 1971, ch. 74, § 1; July 1.
Any Church of the Nazarene situated within the jurisdiction of the District Advisory Board of the Church of the Nazarene, Kansas District, in this state which, (a) has ceased or failed to maintain religious worship or services, or to use its property for religious worship or services according to the tenets, usages and customs of said churches in this state for a period of two (2) consecutive years immediately prior thereto, (b) or whose members have so diminished in numbers or in financial strength as to render it impossible or impracticable for any such church or society to maintain religious worship or services, or to maintain its organization, (c) or to protect its property from exposure, waste and dilapidation, (d) or to fulfill the purposes for which it was organized, created or incorporated, shall be deemed and taken to be extinct and may by an order of the district court of the county in which such church or society has been theretofore situated be declared extinct and dissolved, and thereupon all the property of every kind of such church or society or property which may be held in trust for such church or society shall be transferred to, and the title and possession thereof vested absolutely in the District Advisory Board of the Church of the Nazarene, Kansas District.
History: L. 1971, ch. 74, § 2; July 1.
An application for such an order and disposition of property may be made by any member or officer of the District Advisory Board of the Church of the Nazarene, Kansas District, or by proper officials of said church upon a verified petition setting forth the facts authorizing such order and disposition of property.
Upon the presentation of such petition to the district court such court may proceed in a summary manner, after such notice as the court may prescribe, to inquire into the merits of such application; and if upon examination by the court it shall satisfactorily appear that the making of the order and disposition of the property applied for is necessary or proper, for any of the causes mentioned, such court shall make a final order, declaring such church or society extinct and dissolving the same, and transferring any property and the title and possession thereof which may belong to such church or society, or held in trust for such church or society, and vesting the same in the District Advisory Board of the Church of the Nazarene, Kansas District; it being the intent and purpose of this act to preserve all property owned by or held in trust for any such extinct church or society for religious uses.
History: L. 1971, ch. 74, § 3; July 1.
The title to all abandoned property, both real, personal and mixed, belonging to or held in trust for or by any religious organization known as the Swedish evangelical mission association, that has or shall become extinct shall vest in and become the property of the midwest regional conference of the evangelical covenant church of America, a corporation, and its successors and assigns. This act shall not affect the reversionary interest of any person or persons, or corporation, now existing in any such property or any valid lien now existing thereon.
History: L. 1976, ch. 292, § 1; July 1.
Any Swedish evangelical mission association in this state which (a) has ceased or failed to maintain religious worship or services, or to use its property for religious worship or services according to the tenets, usages and customs of said churches in this state for a period of two (2) consecutive years immediately prior thereto, (b) or whose members have so diminished in numbers or in financial strength as to render it impossible or impracticable for any such church or society to maintain religious worship or services, or to maintain its organization, (c) or to protect its property from exposure, waste and dilapidation, (d) or to fulfill the purposes for which it was organized, created or incorporated, shall be deemed and taken to be extinct and may by an order of the district court of the county in which such church or society has been theretofore situated to be so declared extinct and dissolved, and thereupon all the property of every kind of such church or society or property which may be held in trust for such church or society shall be transferred to, and the title and possession thereof vested absolutely in the said midwest regional conference of the evangelical covenant church of America, a corporation.
History: L. 1976, ch. 292, § 2; July 1.
An application for such an order and disposition of property may be made by any member or officer of the midwest regional conference of the evangelical covenant church of America, a corporation, or by proper officials of said church upon a verified petition setting forth the facts authorizing such order and disposition of property.
Upon the presentation of such petition to the district court such court may proceed in a summary manner, after such notice as the court may prescribe, to inquire into the merits of such application; and if upon examination by the court it shall satisfactorily appear that the making of the order and disposition of the property applied for is necessary or proper, for any of the causes mentioned in K.S.A. 17-1737b, such court shall make a final order, declaring such church or society extinct and dissolving the same, and transferring any property and the title and possession thereof which may belong to such church or society, or held in trust for such church or society, and vesting the same in the midwest regional conference of the evangelical covenant church of America, a corporation, it being the intent and purpose of this act to preserve all property owned by or held in trust for any such extinct church or society for religious uses.
History: L. 1976, ch. 292, § 3; July 1.
Whenever one or more charitable corporations or associations shall merge into another such corporation or association or whenever two or more charitable corporations or associations shall combine or consolidate operations under a new corporation or association formed to assume the combined or unified operation and management of said original corporations or associations, such change of identity and/or mode of operation shall not cause a lapse of any gift, devise or bequest made or given to said original corporation or association so merged or consolidated, and said original corporation or association shall be considered to continue in existence, whether or not it is still formally in existence and active, for the purpose of enabling said prior corporation or association to receive or take any gift, legacy or devise made for its benefit and intended for its use and purpose the same as though merger, consolidation or other change had not been effected. Immediately upon the receipt of any such gift, legacy or devise the proceeds thereof and the title to such property shall vest in the corporation or association which shall have assumed operating control or into which the original corporation or corporations or association or associations shall have been merged or consolidated.
History: L. 1972, ch. 56, § 1; July 1.
History: L. 1974, ch. 96, §§ 1, 2; Repealed, L. 1988, ch. 96, § 17; January 1, 1989.
History: L. 1974, ch. 96, § 3; L. 1975, ch. 134, § 1; L. 1976, ch. 104, § 1; Repealed, L. 1988, ch. 96, § 17; January 1, 1989.
History: L. 1974, ch. 96, § 4; L. 1975, ch. 134, § 2; Repealed, L. 1988, ch. 96, § 17; January 1, 1989.
History: L. 1974, ch. 96, §§ 4–14; Repealed, L. 1988, ch. 96, § 17; January 1, 1989.
The title to all abandoned property, both real, personal and mixed, belonging to or held in trust for or by any religious organization known as the Free Methodist Church of North America that has or shall become extinct shall vest in and become the property of the Great Plains Annual Conference of the Free Methodist Church of North America, a corporation, and its successors and assigns. This act shall not affect the reversionary interest of any person or persons, or corporation, now existing in any such property or any valid lien now existing thereon.
History: L. 1984, ch. 84, § 1; April 5.
Any Free Methodist Church of North America in this state: (a) Which has ceased or failed to maintain religious worship or services, or to use its property for religious worship or services according to the tenets, usages and customs of the churches in this state for a period of two consecutive years immediately prior thereto; or
(b) whose members have so diminished in numbers or in financial strength as to render it impossible or impracticable for any such church or society to: (1) Maintain religious worship or services, or to maintain its organization;
(2) protect its property from exposure, waste and dilapidation; or
(3) fulfill the purposes for which it was organized, created or incorporated, shall be deemed and taken to be extinct and may by an order of the district court of the county in which such church or society has been theretofore situated to be so declared extinct and dissolved, and thereupon all the property of every kind of such church or society or property which may be held in trust for such church or society shall be transferred to, and the title and possession thereof vested absolutely in the Great Plains Annual Conference of the Free Methodist Church of North America, a corporation.
History: L. 1984, ch. 84, § 2; April 5.
An application for such an order and disposition of property may be made by any member or officer of the Great Plains Annual Conference of the Free Methodist Church of North America, a corporation, or by proper officials of the church upon a verified petition setting forth the facts authorizing such order and disposition of property.
Upon the presentation of such petition to the district court the court may proceed in a summary manner, after such notice as the court may prescribe, to inquire into the merits of such application; and if upon examination by the court it shall satisfactorily appear that the making of the order and disposition of the property applied for is necessary or proper, for any of the causes mentioned in K.S.A. 17-1754, such court shall make a final order, declaring such church or society extinct and dissolving the same, and transferring any property and the title and possession thereof which may belong to such church or society, or held in trust for such church or society, and vesting the same in the Great Plains Annual Conference of the Free Methodist Church of North America, a corporation, it being the intent and purpose of this act to preserve all property owned by or held in trust for any such extinct church or society for religious uses.
History: L. 1984, ch. 84, § 3; April 5.
The title to all abandoned property, both real, personal and mixed, belonging to or held in trust for or by any Assembly of God Church or Assembly of God religious organization that has or shall become extinct shall vest in and become the property of the Kansas District Council Assemblies of God, Inc., a corporation, and its successors and assigns. This act shall not affect the reversionary interest of any person or persons, or corporation, now existing in any such property or any valid lien now existing thereon.
History: L. 1985, ch. 85, § 1; April 11.
Any Assembly of God Church or religious organization in this state: (a) Which has ceased or failed to maintain religious worship or services, or to use its property for religious worship or services according to the tenets, usages and customs of the churches in this state for a period of two consecutive years immediately prior thereto; or
(b) whose members have so diminished in numbers or in financial strength as to render it impossible or impracticable for any such church or organization to:
(1) Maintain religious worship or services, or to maintain its organization;
(2) protect its property from exposure, waste and dilapidation; or
(3) fulfill the purposes for which it was organized, created or incorporated, shall be deemed and taken to be extinct and may by an order of the district court of the county in which such church or organization has been theretofore situated to be so declared extinct and dissolved, and thereupon all the property of every kind of such church or organization or property which may be held in trust for such church or organization shall be transferred to, and the title and possession thereof vested absolutely in the Kansas District Council Assemblies of God, Inc., a corporation.
History: L. 1985, ch. 85, § 2; April 11.
An application for such an order and disposition of property may be made by any member or officer of the Kansas District Council Assemblies of God, Inc., a corporation, or by proper officials of the church upon a verified petition setting forth the facts authorizing such order and disposition of property.
Upon the presentation of such petition to the district court, the court may proceed in a summary manner, after such notice as the court may prescribe, to inquire into the merits of such application; and if upon examination by the court it shall satisfactorily appear that the making of the order and disposition of the property applied for is necessary or proper, for any of the causes mentioned in K.S.A. 17-1757, such court shall make a final order, declaring such church or organization extinct and dissolving the same, and transferring any property and the title and possession thereof which may belong to such church or organization, or held in trust for such church or organization, and vesting the same in the Kansas District Council Assemblies of God, Inc., a corporation, it being the intent and purpose of this act to preserve all property owned by or held in trust for any such extinct church or organization for religious uses.
History: L. 1985, ch. 85, § 3; April 11.
K.S.A. 17-1759 through 17-1776, and amendments thereto and K.S.A. 17-1778, and amendments thereto, shall be known and may be cited as the charitable organizations and solicitations act.
History: L. 1988, ch. 96, § 1; L. 2021, ch. 110, § 11; May 27.
As used in this act:
(a) "Charitable organization" means any person who engages in the activity of soliciting funds or donations for, or purported to be for, any fraternal, benevolent, social, educational, alumni, historical, humane, public health or other charitable purpose. Charitable organization does not include political parties, political candidates or committees formed in support of political candidates or political parties;
(b) "charitable purpose" means any purpose which promotes, or purports to promote, directly or indirectly, the well-being of the public at large or any number of persons, or any humane purpose, whether such well-being is in general or limited to certain activities, endeavors or projects;
(c) "person" means any individual, group, association, partnership, corporation, trust or any combination thereof;
(d) "professional fund raiser" means any person, who is retained under contract or otherwise compensated by or on behalf of a charitable organization primarily for the purpose of soliciting funds. Professional fund raiser includes a person who plans, manages, advises, consults or prepares material for solicitations. Professional fund raiser shall not include any bona fide employee of a charitable organization who receives regular compensation and is not primarily employed for the purpose of soliciting funds, or an attorney, investment counselor, or banker who in the conduct of such profession advises a client to make a contribution;
(e) "professional solicitor" means any person who is employed or retained for compensation by a professional fund raiser to solicit contributions for charitable purposes from persons in this state; and
(f) "solicitation" means any request or appeal, either oral or written, or any endeavor to obtain, seek or plead for funds, property, financial assistance or other thing of value, including the promise or grant of any money or property of any kind or value for a charitable purpose, but excluding:
(1) Direct grants or allocation of funds received or solicited from any affiliated fund-raising organization by a member agency; and
(2) unsolicited contributions received from any individual donor, foundation, trust, governmental agency or other source, unless such contributions are received in conjunction with a solicitation drive.
History: L. 1988, ch. 96, § 2; L. 1990, ch. 84, § 1; July 1.
Except for charitable organizations which are exempted under K.S.A. 17-1762, no charitable organization shall solicit funds in this state, nor employ a professional fund raiser or professional solicitor to solicit funds in this state, for any charitable purpose unless such charitable organization, and each professional fund raiser or professional solicitor employed by such charitable organization have filed all registrations and reports required by K.S.A. 17-1763, 17-1764 and 17-1765.
History: L. 1988, ch. 96, § 3; January 1, 1989.
The following persons shall not be required to register with the attorney general:
(a) State educational institutions under the control and supervision of the state board of regents, unified school districts, educational interlocals, educational cooperatives, area vocational-technical schools, all educational institutions that are accredited by a regional accrediting association or by an organization affiliated with the national commission of accrediting, any foundation having an established identity with any of the aforementioned educational institutions, any other educational institution confining its solicitation of contributions to the student body, alumni, faculty and trustees of such institution, and their families, or a library established under the laws of this state, provided that the annual financial report of such institution or library shall be filed with the attorney general;
(b) fraternal, patriotic, social, educational, alumni organizations and historical societies when solicitation of contributions is confined to their membership. This exemption shall be extended to any subsidiary of a parent or superior organization exempted by this subsection where such solicitation is confined to the membership of the subsidiary, parent or superior organization;
(c) persons requesting any contributions for the relief or benefit of any individual, specified by name at the time of the solicitation, if the contributions collected are turned over to the named beneficiary, first deducting reasonable expenses for costs of banquets, or social gatherings, if any, provided all fundraising functions are carried on by persons who are unpaid, directly or indirectly, for such services;
(d) any charitable organization that does not intend to solicit and receive and does not actually receive contributions in excess of $10,000 during such organization's tax period, as defined by K.S.A. 17-7501, and amendments thereto, if all of such organization's fundraising functions are carried on by persons who are unpaid for such services. If the gross contributions received by such charitable organization during any such tax period is in excess of $10,000, such organization, within 30 days after the end of such tax period, shall register with the attorney general as provided in K.S.A. 17-1763, and amendments thereto;
(e) any incorporated community chest, united fund, united way or any charitable organization receiving an allocation from an incorporated community chest, united fund or united way;
(f) a bona fide organization of volunteer firemen, or a bona fide auxiliary or affiliate of such organization, if all fundraising activities are carried on by members of such organization or an affiliate thereof and such members receive no compensation, directly or indirectly, therefor;
(g) any charitable organization operating a nursery for infants awaiting adoption if all fundraising activities are carried on by members of such an organization or an affiliate thereof and such members receive no compensation, directly or indirectly, therefor;
(h) any corporation established by the federal congress that is required by federal law to submit annual reports of such corporation's activities to congress containing itemized accounts of all receipts and expenditures after being duly audited by the department of defense or other federal department;
(i) any girls' club that is affiliated with the girls' club of America, a corporation chartered by congress, if such an affiliate properly files the reports required by the girls' club of America and that the girls' club of America files with the government of the United States the reports required by such federal charter;
(j) any boys' club that is affiliated with the boys' club of America, a corporation chartered by congress, if such an affiliate properly files the reports required by the boys' club of America and that the boys' club of America files with the government of the United States the reports required by such federal charter;
(k) any corporation, trust or organization incorporated or established for religious purposes, or established for charitable, hospital or educational purposes and engaged in effectuating one or more of such purposes, that is affiliated with, operated by or supervised or controlled by a corporation, trust or organization incorporated or established for religious purposes, or to any other religious agency or organization which serves religion by the preservation of religious rights and freedom from persecution or prejudice or by fostering religion, including the moral and ethical aspects of a particular religious faith;
(l) the boy scouts of America and the girl scouts of America, including any regional or local organization affiliated therewith;
(m) the young men's christian association and the young women's christian association, including any regional or local organization affiliated therewith;
(n) any licensed medical care facility that is organized as a nonprofit corporation under the laws of this state;
(o) any licensed community mental health center or licensed mental health clinic;
(p) any licensed community center for people with intellectual disability and its affiliates as determined by the Kansas department for aging and disability services;
(q) any charitable organization of employees of a corporation whose principal gifts are made to an incorporated community chest, united fund or united way, and whose solicitation is limited to such employees;
(r) any community foundation or community trust to which deductible contributions can be made by individuals, corporations, public charities and private foundations, as well as other charitable organizations and governmental agencies for the overall purposes of the foundation or to particular charitable and endowment funds established under agreement with the foundation or trust for the charitable benefit of the people of a specific geographic area and that is a nonprofit organization exempt from federal income taxation pursuant to section 501(a) of the internal revenue code of 1986, as in effect on the effective date of this act, by reason of qualification under section 501(c)(3) of the internal revenue code of 1986, as in effect on the effective date of this act, and that is deemed a publicly supported organization and not a private foundation within the meaning of section 509(a)(1) of the internal revenue code of 1986, as in effect on the effective date of this act;
(s) any charitable organization that does not intend to or does not actually solicit or receive contributions from more than 100 persons;
(t) any charitable organization the funds of which are used to support an activity of a municipality of this state;
(u) the junior league, including any local community organization affiliated therewith; and
(v) any charitable organization that is an animal shelter licensed pursuant to K.S.A. 47-1701 et seq., and amendments thereto.
History: L. 1988, ch. 96, § 4; L. 1989, ch. 76, § 1; L. 2012, ch. 91, § 3; L. 2014, ch. 115, § 13; L. 2019, ch. 47, § 53; L. 2021, ch. 110, § 12; May 27.
(a) Except for charitable organizations exempt under K.S.A. 17-1762, and amendments thereto, no charitable organization shall solicit funds in this state, nor employ a professional fund raiser to solicit funds in this state, for any charitable purpose, unless such organization has filed a registered statement with the attorney general prior to solicitation.
(b) The attorney general shall prescribe registration forms that shall be signed and sworn to by two authorized officers of the organization, including the chief fiscal officer, and shall include the following information about such organization's activities in this state:
(1) The name of the organization and the name or names under which it intends to solicit;
(2) the purpose for which such organization was organized;
(3) the principal mailing address and street address of the organization and the mailing addresses and street addresses of any offices in this state;
(4) the names and mailing addresses and street addresses of any subsidiary or subordinate chapters, branches or affiliates in this state;
(5) the place where and the date when the organization was legally established, the form in which such organization is organized and a reference to any determination of such organization's tax-exempt status, if any, under the federal internal revenue code of 1986;
(6) the names and mailing addresses and street addresses of the officers, directors, trustees and principal salaried employees of the organization;
(7) the name and mailing address and street address of the person having custody of such organization's financial records;
(8) the names of the individuals or officers of the organization who will have responsibility for the custody of the contributions;
(9) the names of the individuals or officers of the organization who will have responsibility for the distribution of the contributions;
(10) the names of the individuals or officers of the organization who will have responsibility for the conduct of solicitation activities;
(11) the general purposes for which the organization intends to solicit contributions;
(12) a statement indicating whether the organization intends to solicit contributions directly or have such solicitation done on such organization's behalf by others and naming any professional fund raiser the organization intends to use;
(13) a statement indicating whether the organization is authorized by any other governmental authority to solicit contributions and whether such organization is or has ever been enjoined by any court from soliciting contributions;
(14) the cost of fundraising incurred or anticipated to be incurred by the organization, including a statement of such costs as a percentage of contributions received; and
(15) a copy of the federal income tax return of the charitable organization, if the charitable organization is required to file such; otherwise a financial statement covering complete disclosure of the fiscal activities of the organization during the preceding year. The financial statement shall be submitted on forms approved by the attorney general, signed and sworn by at least two authorized officers of the organization, including the chief fiscal officer. Such financial statement shall include a balance sheet and statement of income and expense, clearly setting forth the following: Gross receipts and gross income from all sources, broken down into total receipts and income from each separate solicitation project or source; cost of administration; cost of solicitation; cost of programs designed to inform or educate the public; funds or properties transferred out of this state, with explanation as to recipient and purpose; and total net amount disbursed or dedicated for each major purpose, charitable or otherwise.
(c) A charitable organization that received contributions in excess of $500,000 during the organization's most recently completed fiscal year shall file, in addition to the federal income tax returns or the statement required by subsection (b), an audited financial statement for the charitable organization's most recently completed fiscal year, prepared in accordance with generally accepted accounting principles, and the opinion of an independent certified public accountant on the financial statement.
(d) Upon receipt of a proper registration and payment of applicable fees, the attorney general shall issue a charitable solicitation license and identification number. All certificates of registration and identification numbers issued to charitable organizations shall expire on the last day of the sixth month following the month in which the fiscal year of the charitable organization ends.
(e) Every charitable organization required to register with the attorney general shall pay a fee of $25 with each registration.
(f) (1) The attorney general may adopt rules and regulations necessary for the administration of the charitable organizations and solicitations act.
(2) All rules and regulations, orders, directives and standards of the secretary of state relating to the charitable organizations and solicitations act that are in effect on June 30, 2021, shall be deemed to be the rules and regulations, orders, directives and standards of the attorney general and shall continue to be effective until amended, revoked or nullified pursuant to law.
(g) A state agency or state official shall not impose any annual filing or reporting requirements on a private foundation, as defined in 26 U.S.C. § 509(a), as in effect on July 1, 2021, or a charitable trust, as defined in 26 U.S.C. § 4947(a)(1), as in effect on July 1, 2021, that are more stringent, restrictive or expansive than such requirements in the Kansas Statutes Annotated or federal law.
History: L. 1988, ch. 96, § 5; L. 1993, ch. 135, § 1; L. 2005, ch. 83, § 1; L. 2021, ch. 110, § 13; May 27.
(a) No person shall act as a professional fund raiser for a charitable organization or for any religious organization as described in K.S.A. 17-1762(k), and amendments thereto, before such person has registered with the attorney general or after the expiration or cancellation of such registration or any renewal of such registration.
(b) An application for registration or renewal shall be in writing and under oath in the form prescribed by the attorney general. Registration shall be in effect for a period of one year, or a part thereof, expiring on June 30, and may be renewed for additional one-year periods.
(c) Every professional fund raiser required to register with the attorney general shall:
(1) Pay a fee of $25 with each registration or renewal; and
(2) file an annual written report with the attorney general containing such information as the attorney general may require by rules and regulations adopted pursuant to K.S.A. 17-1763, and amendments thereto.
History: L. 1988, ch. 96, § 6; L. 1989, ch. 76, § 2; L. 1990, ch. 84, § 2; L. 2001, ch. 105, § 4; L. 2021, ch. 110, § 14; May 27.
(a) No person shall act as a professional solicitor in the employ of a professional fund raiser before such person has registered with the attorney general or after the expiration or cancellation of such registration or any renewal of such registration.
(b) An application for registration or renewal shall be in writing and under oath in the form prescribed by the attorney general. Registration shall be in effect for a period of one year, or a part thereof, expiring on June 30, and may be renewed for additional one-year periods.
(c) Upon receipt of a proper registration or renewal and payment of applicable fees, the attorney general shall issue a professional solicitor's license and identification number.
(d) Every professional solicitor required to register with the attorney general shall pay a fee of $25 with each registration or renewal.
History: L. 1988, ch. 96, § 7; L. 1989, ch. 76, § 3; L. 2021, ch. 110, § 15; May 27.
All solicitations by professional solicitors shall contain the following disclosures at the point of solicitation:
(a) The name, address and telephone number of the charitable organization;
(b) the registration number, obtained pursuant to K.S.A. 17-1763, and amendments thereto, for the charitable organization;
(c) if the solicitation is made by a person acting as a professional solicitor, the registration number obtained pursuant to K.S.A. 17-1765, and amendments thereto; and
(d) that an annual financial report required by K.S.A. 17-1763, and amendments thereto, for the preceding fiscal year is on file with the attorney general.
History: L. 1988, ch. 96, § 8; L. 2021, ch. 110, § 16; May 27.
(a) An action for violation of this act may be prosecuted by the attorney general or county or district attorney.
(b) This act shall not be construed to limit or restrict the exercise of the powers or the performance of the duties of the attorney general, county or district attorney which the attorney general, county or district attorney otherwise is authorized to exercise or perform under any other provision of law by statute or otherwise.
(c) If, by the attorney general's or county or district attorney's own inquiries, or as a result of complaints, the attorney general or county or district attorney has reason to believe that any person has engaged in, is engaging in or is about to engage in an act or practice that violates this act, the attorney general, deputy attorney general, assistant attorney general or county or district attorney, may:
(1) Subpoena witnesses or matter;
(2) take testimony under oath;
(3) examine or cause to be examined any documentary material of whatever nature relevant to such alleged violations or false or misleading information; and
(4) require attendance during such examination of documentary material and take testimony under oath or acknowledgment in respect of any such documentary material.
(d) If documentary material that the attorney general or county or district attorney seeks to examine is located outside of the state of Kansas, the material shall be made available to the attorney general or county or district attorney at a convenient location within the state or the person being investigated shall pay the reasonable and necessary expenses for the attorney general, attorney general's legal representative or county or district attorney to examine the documentary material where located. The attorney general or county or district attorney may designate representatives, including officials of the state in which the matter is located, to inspect the matter on the attorney general's or county or district attorney's behalf, and the attorney general or county or district attorney may respond to similar requests from officials of other states.
(e) Service by the attorney general or county or district attorney of any notice requiring a person to file a statement or report, or of a subpoena upon any person, shall be made by:
(1) Certified mail to the person's last known place of business, residence or abode, within or without the state; or
(2) in the manner provided by the code of civil procedure for notice of the filing of a petition.
(f) The attorney general or county or district attorney may request that an individual who refuses to comply with the subpoena, on the ground that the testimony or matter may incriminate the individual, be ordered by the court to provide the testimony or matter. Except in a prosecution for perjury, an individual who complies with a court order to provide testimony or matter after asserting a privilege against self-incrimination to which the individual is entitled by law may not be subjected to a criminal proceeding or to a civil penalty with regard to the transaction concerning which the individual is required to testify or produce relevant matter.
(g) If any person willfully fails or refuses to file any statement or report required by this act, or obey any subpoena issued by the attorney general or county or district attorney, the attorney general or county or district attorney, after notice, may apply to the district court and, after a hearing thereon, the district court may issue an order:
(1) Granting injunctive relief restraining the solicitation of contributions;
(2) vacating, annulling or suspending the registration, license, corporate charter or certificate of authority to do business in this state or revoking or suspending any other licenses, permits or certificates issued pursuant to law to such persons which are used to further the allegedly unlawful practice; or
(3) granting such other relief as may be required, until the person files the statement or report, or obeys the subpoena.
History: L. 1988, ch. 96, § 9; L. 1989, ch. 159, § 1; L. 1990, ch. 84, § 3; L. 1993, ch. 135, § 2; July 1.
(a) The attorney general, county or district attorney may bring an action to:
(1) Obtain a declaratory judgment that an act or practice violates this act;
(2) enjoin, or to obtain a restraining order against a charitable organization, professional fund raiser or professional solicitor who has violated, is violating, or is otherwise likely to violate this act;
(3) recover actual damages on behalf of the state and other persons by reason of violations of this act; and
(4) recover reasonable expenses and investigation fees.
(b) In lieu of instigating or continuing an action or proceeding, the attorney general, county or district attorney may accept a consent judgment with respect to any act or practice declared to be a violation of this act. Before any consent judgment entered into pursuant to this act shall be effective, such judgment must be approved by the district court and an entry made thereof in the manner required for making an entry of judgment. Once such approval is received, any breach of the conditions of the consent judgment shall be treated as a violation of a court order, and shall be subject to all the penalties provided by law therefor.
(c) In any action brought by the attorney general, county or district attorney, the court, without requiring bond of the attorney general, county or district attorney, may:
(1) Make such orders or judgments as may be necessary to prevent the use or employment by a person of any practices declared to be a violation of this act;
(2) make such orders or judgments as may be necessary to compensate the state or any persons for damages sustained; or
(3) grant other appropriate relief.
(d) Upon a showing by the attorney general, county or district attorney in an application for an injunction that any person engaged in the solicitation for charitable purposes has been convicted in this state or elsewhere of a felony or of a misdemeanor where such felony or misdemeanor involved the misappropriation, misapplication or misuse of money or property of another, the attorney general, county or district attorney may enjoin such persons from engaging in any solicitation for charitable purposes.
History: L. 1988, ch. 96, § 10; L. 1990, ch. 84, § 4; July 1.
The following acts and practices are hereby declared unlawful as applied to the planning, conduct or execution of any solicitation or charitable purpose:
(a) Operating in violation of, or failing to comply with, any of the requirements of the charitable organizations and solicitations act;
(b) utilizing any deceptive acts or practices whether or not any person has in fact been misled. Deceptive acts or practices include, but are not limited to, the following:
(1) The intentional use in any solicitation of exaggeration, innuendo or ambiguity as to a material fact; and
(2) the intentional failure to state a material fact, or the intentional concealment, suppression or omission of a material fact in any solicitation;
(c) utilizing any unconscionable acts or practices. An unconscionable act or practice violates the charitable organizations and solicitations act whether it occurs before, during or after the solicitation.
(1) The unconscionability of an act or practice is a question for the court.
(2) In determining whether an act or practice is unconscionable, the court shall consider circumstances that the charitable organization or fund raiser knew or had reason to know including, but not limited to, the following:
(A) Taking advantage of a person's inability to reasonably protect such person's interests because of the person's physical infirmity, ignorance, illiteracy, inability to understand the language of a solicitation or similar factor; and
(B) using undue pressure in soliciting;
(d) utilizing any representation that implies the contribution is for or on behalf of a charitable organization or utilizing any emblem, device or printed matter belonging to or associated with a charitable organization, without obtaining authorization in writing from the charitable organization;
(e) utilizing a name, symbol or statement so closely related or similar to that used by another charitable organization that the use thereof would tend to confuse or mislead a solicited person, whether or not any person has in fact been misled;
(f) misrepresenting or misleading any person in any manner to believe that the person on whose behalf a solicitation or charitable purpose is being conducted is a charitable organization;
(g) using donations for purposes other than those stated in an organization's articles of incorporation or current registration statements filed with the attorney general;
(h) using donations for purposes other than those stated in solicitations;
(i) using donations for other than charitable purposes;
(j) misrepresenting or misleading any person in any matter, to believe that any other person or governmental unit sponsors, endorses or approves such solicitation or charitable purpose when such other person has not given consent in writing to the use of such person's name for these purposes; and
(k) utilizing or exploiting the fact of registrations so as to lead any person to believe that such registration in any manner constitutes an endorsement or approval by the state.
History: L. 1988, ch. 96, § 11; L. 1990, ch. 84, § 5; L. 2021, ch. 110, § 17; May 27.
(a) Any charitable organization, professional fund raiser or professional solicitor having a principal place of business other than within this state, or organized under and by the laws of a foreign state, which is subject to the provisions of this act, shall be deemed to have irrevocably appointed the secretary of state as the agent for service of process. Service may be made by delivering to and leaving with the secretary of state, or with any deputy or clerk in the corporation division of such office, three copies of such service and a fee of $30.
(b) Following service upon the secretary of state, the provisions of law relating to service of process on foreign corporations shall thereafter govern.
History: L. 1988, ch. 96, § 12; January 1, 1989.
Registration under the charitable organizations and solicitations act shall not be deemed to constitute an endorsement by the state of Kansas of any registering charitable organization, professional fund raiser or professional solicitor. It shall be unlawful for any charitable organization, professional fund raiser or professional solicitor to represent, directly or indirectly, by advertising or any other manner, that such charitable organization, professional fund raiser or professional solicitor has registered or otherwise complied with the provisions of the charitable organizations and solicitations act, for the purpose of solicitation and collection of funds for charitable purposes. The attorney general shall cancel the registration of any organization, professional fund raiser or professional solicitor that violates the provisions of this section.
History: L. 1988, ch. 96, § 13; L. 2021, ch. 110, § 18; May 27.
(a) The attorney general may enter into reciprocal agreements relating to the charitable organizations and solicitations act with a like authority of any other state or states for the purpose of exchanging information made available to the attorney general or to such other like authority.
(b) All reciprocal agreements entered into by the secretary of state relating to the charitable organizations and solicitations act that are in effect on June 30, 2021, shall be deemed to be reciprocal agreements entered into by the attorney general and shall continue to be effective until amended, revoked or nullified pursuant to law.
History: L. 1988, ch. 96, § 14; L. 2021, ch. 110, § 19; May 27.
(a) The commission of any act or practice declared to be a violation of this act shall render the violator liable to the aggrieved contributor, or the state or a county as provided in subsection (c), for the payment of a civil penalty, in a sum set by the court of not more than $10,000 for each violation. An aggrieved contributor is not a required party in actions brought by the attorney general or a county or district attorney pursuant to this act.
(b) Any person who willfully violates the terms of any injunction or court order issued pursuant to this act shall forfeit and pay a civil penalty of not more than $20,000 per violation, in addition to other penalties that may be imposed by the court, as the court shall deem necessary and proper. For the purposes of this act, the district court issuing an injunction shall retain jurisdiction, and in such cases, the attorney general, acting in the name of the state or the appropriate county attorney or district attorney may petition for recovery of civil penalties.
(c) In administering and pursuing actions under this act, the attorney general and the county attorney or district attorney are authorized to sue for and collect reasonable expenses and investigation fees as determined by the court. Civil penalties or contempt penalties sued for and recovered by the attorney general shall be paid into the general fund of the state. Civil penalties and contempt penalties sued for and recovered by the county attorney or district attorney shall be paid into the general fund of the county where the proceedings were instigated.
History: L. 1988, ch. 96, § 15; L. 2001, ch. 105, § 3; July 1.
If any provision of this act, or the application of such provision to any person, body or circumstance is held invalid, such invalidity shall not affect other provisions or applications of the act which can be given effect without the invalid provision or application, and to this end the provisions of this act are declared to be severable.
History: L. 1988, ch. 96, § 16; January 1, 1989.
(a) Every action pursuant to this act shall be brought in the district court of any county in which there occurred an act or practice declared to be a violation of this act, or in which the defendant resides or has such defendant's principal place of business. If the defendant is a nonresident and has no principal place of business within this state, then the nonresident defendant can be sued either in the district court of Shawnee county or in the district court of any county in which there occurred an act or practice declared to be a violation of this act.
(b) This section shall be part of and supplemental to the charitable organizations and solicitations act.
History: L. 1990, ch. 84, § 6; July 1.
(a) If any person is found to have violated any provision of the charitable organizations and solicitations act, and such violation is committed against elder or disabled persons, in addition to any civil penalty otherwise provided by law, the court may impose an additional civil penalty not to exceed $10,000 for each such violation.
(b) In determining whether to impose a civil penalty as provided in this section and the amount of such civil penalty, the court shall consider the extent to which one or more of the following factors are present:
(1) Whether the defendant's conduct was in disregard of the rights of the elder or disabled person;
(2) whether the defendant knew or should have known that the defendant's conduct was directed to an elder or disabled person;
(3) whether the elder or disabled person was more vulnerable to the defendant's conduct because of age, poor health, infirmity, impaired understanding, restricted mobility or disability than other persons and actually suffered substantial physical, emotional or economic damage resulting from the defendant's conduct;
(4) whether the defendant's conduct caused an elder or disabled person to suffer any of the following:
(A) Mental or emotional anguish;
(B) loss of or encumbrance upon a primary residence of the elder or disabled person;
(C) loss of or encumbrance upon the elder or disabled person's principal employment or principal source of income;
(D) loss of funds received under a pension or retirement plan or a government benefits program;
(E) loss of property set aside for retirement or for personal or family care and maintenance;
(F) loss of assets essential to the health and welfare of the elder or disabled person; or
(G) any other factors the court deems appropriate.
(c) As used in this section elder person and disabled person shall mean the same as provided in K.S.A. 50-676, and amendments thereto.
(d) The provisions of this section shall be part of and supplemental to the charitable organizations and solicitations act.
History: L. 2001, ch. 105, § 5; July 1.
There is hereby created in the state treasury the charitable organizations fee fund. The attorney general shall remit all moneys received pursuant to the charitable organizations and solicitations act to the state treasurer in accordance with the provisions of K.S.A. 75-4215, and amendments thereto. Upon receipt of each such remittance, the state treasurer shall deposit the entire amount in the state treasury to the credit of the charitable organizations fee fund. Moneys in the charitable organizations fee fund shall be used by the attorney general to carry out the provisions and purposes of the charitable organizations and solicitations act. All expenditures from the charitable organizations fee fund shall be made in accordance with appropriation acts upon warrants of the director of accounts and reports issued pursuant to vouchers approved by the attorney general or a person designated by the attorney general.
History: L. 2021, ch. 110, § 9; May 27.
The attorney general shall have the legal custody of all records, memoranda, writings, entries, prints, representations or combinations thereof of any act, transaction, occurrence or event of the secretary of state relating to the charitable organizations and solicitations act.
History: L. 2021, ch. 110, § 10; May 27.
(a) A public agency shall not:
(1) Require an individual to provide the public agency with personal information or compel the release of personal information;
(2) require a nonprofit organization to provide the public agency with personal information or compel the release of personal information;
(3) release or publicly disclose personal information in the possession of such public agency; or
(4) request or require a current or prospective contractor or grant recipient to provide the public agency with a list of nonprofit organizations to which the contractor or grantee has provided financial or nonfinancial support.
(b) Personal information shall be confidential and shall not be subject to the open records act, K.S.A. 45-215 et seq., and amendments thereto. The provisions of this subsection shall expire on July 1, 2027, unless the legislature reviews and reenacts this provision pursuant to K.S.A. 45-229, and amendments thereto.
(c) The provisions of this section shall not apply to:
(1) A report or disclosure required by article 41 of chapter 25 or article 2 of chapter 46 of the Kansas Statutes Annotated, and amendments thereto;
(2) a valid warrant issued for personal information by a court of competent jurisdiction;
(3) a lawful request for discovery of personal information in litigation if the person making such request:
(A) Demonstrates a compelling need for the personal information by clear and convincing evidence; and
(B) obtains a protective order barring disclosure of the personal information to any person not named in the litigation;
(4) admission of personal information as relevant evidence before a court of competent jurisdiction, except that no court shall disclose personal information unless such court makes a finding of good cause;
(5) a national securities association as defined in section 15A of the securities exchange act of 1934, as in effect on July 1, 2022, or any regulations adopted thereunder;
(6) any adult care home as defined in K.S.A. 39-923, and amendments thereto;
(7) information provided to the attorney general as part of the registration process, or collected as part of the enforcement of, the charitable organizations and solicitations act, K.S.A. 17-1759 et seq., and amendments thereto, except that information that directly identifies an individual as a donor of financial support to a nonprofit organization shall not be disclosed without the consent of the donor;
(8) information provided to the attorney general by any person, including, but not limited to, a consumer, supplier or related witness, collected as part of the enforcement of the Kansas consumer protection act, K.S.A. 50-623 et seq., and amendments thereto, except that information that directly identifies an individual as a donor of financial support to a nonprofit organization shall not be disclosed without the consent of the donor;
(9) information concerning the staff, officers and the individuals designated to control funding needed to process and verify a request for a grant of funds from or a contract for goods or services with any public agency, except that information that directly identifies an individual as a donor of financial support to a nonprofit organization shall not be disclosed;
(10) a request by the department of revenue, the Kansas bureau of investigation or the Kansas legislature for information required for an audit, background check, examination or investigation, except that such information shall only be used in connection with the specific audit, background check, examination or investigation and for any related proceedings; and
(11) the collection of information related to boards of directors, officers, resident agents, incorporators and large capital holders of an organization in any report or disclosure required by any statute to be made with the secretary of state with the intent that it becomes a public record, except that information that directly identifies an individual as a donor of financial support to a nonprofit organization shall not be disclosed.
(d) (1) A person alleging a violation of this section may bring a civil action for injunctive relief or damages. Damages awarded pursuant to this section shall be not less than $7,500 for each violation of this section.
(2) The court may award reasonable attorney fees and costs to the complainant when the court determines such award is appropriate.
(3) A person who knowingly violates the provisions of this section is guilty of a class C nonperson misdemeanor.
(e) For the purposes of this section:
(1) "Nonprofit organization" means an organization that is exempt from federal income taxation pursuant to section 501(c) of the federal internal revenue code, has submitted an application with the internal revenue service for recognition of an exemption under section 501(c) of the federal internal revenue code or is a not-for-profit business entity organized under the Kansas general corporation code;
(2) "personal information" means any list, record, register, registry, roll, roster or other compilation of data of any kind that directly or indirectly identifies a person as a member, supporter or volunteer of or donor of financial or nonfinancial support to a nonprofit organization; and
(3) "public agency" means the state or any political or taxing subdivision of the state or any office, agency or instrumentality thereof.
(f) This section shall be known and may be cited as the charitable privacy act.
History: L. 2022, ch. 62, § 1; July 1.
History: L. 1905, ch. 159, § 1; L. 1913, ch. 139, § 1; R.S. 1923, 17-1801; Repealed, L. 1927, ch. 231, § 3; June 1.
History: L. 1905, ch. 159, § 2; R.S. 1923, 17-1802; Repealed, L. 1927, ch. 231, § 3; June 1.
History: L. 1917, ch. 127, §§ 2, 3; R.S. 1923, 17-1803, 17-1804; Repealed, L. 1927, ch. 231, § 3; June 1.
History: L. 1917, ch. 127, § 4; R.S. 1923, 17-1805; Repealed, L. 1927, ch. 231, § 3; June 1.
History: L. 1905, ch. 159, §§ 5, 6; R.S. 1923, 17-1806, 17-1807; Repealed, L. 1927, ch. 231, § 3; June 1.
Corporations created for the purpose of constructing and maintaining magnetic telegraph lines are authorized to set their poles, piers, abutments, wires and other fixtures along, upon and across any of the public roads, streets and waters of this state, in such manner as not to incommode the public in the use of such roads, streets and waters.
History: G.S. 1868, ch. 23, § 74; October 31; R.S. 1923, 17-1901.
(a) (1) "Public right-of-way" means only the area of real property in which the city has a dedicated or acquired right-of-way interest in the real property. It shall include the area on, below or above the present and future streets, alleys, avenues, roads, highways, parkways or boulevards dedicated or acquired as right-of-way. The term does not include the airwaves above a right-of-way with regard to wireless telecommunications or other nonwire telecommunications or broadcast service, easements obtained by utilities or private easements in platted subdivisions or tracts.
(2) "Provider" means a local exchange carrier as defined in K.S.A. 66-1,187(h), and amendments thereto, or a telecommunications carrier as defined in K.S.A. 66-1,187(m), and amendments thereto, or a video service provider as defined in K.S.A. 2025 Supp. 12-2022, and amendments thereto, but does not include an applicant as defined in K.S.A. 66-2019, and amendments thereto.
(3) "Telecommunications services" means providing the means of transmission, between or among points specified by the user, of information of the user's choosing, without change in the form or content of the information as sent and received.
(4) "Competitive infrastructure provider" means an entity which leases, sells or otherwise conveys facilities located in the right-of-way, or the capacity or bandwidth of such facilities for use in the provision of telecommunications services, internet services or other intrastate and interstate traffic, but does not itself provide services directly to end users within the corporate limits of the city.
(b) Any provider shall have the right pursuant to this act to construct, maintain and operate poles, conduit, cable, switches and related appurtenances and facilities along, across, upon and under any public right-of-way in this state. Such appurtenances and facilities shall be so constructed and maintained as not to obstruct or hinder the usual travel or public safety on such public ways or obstruct the legal use by other utilities.
(c) Nothing in this act shall be interpreted as granting a provider the authority to construct, maintain or operate any facility or related appurtenance on property owned by a city outside of the public right-of-way.
(d) The authority of a provider to use and occupy the public right-of-way shall always be subject and subordinate to the reasonable public health, safety and welfare requirements and regulations of the city. A city may exercise its home rule powers in its administration and regulation related to the management of the public right-of-way provided that any such exercise must be competitively neutral and may not be unreasonable or discriminatory. Nothing herein shall be construed to limit the authority of cities to require a competitive infrastructure provider to enter into a contract franchise ordinance.
(e) The city shall have the authority to prohibit the use or occupation of a specific portion of public right-of-way by a provider due to a reasonable public interest necessitated by public health, safety and welfare so long as the authority is exercised in a competitively neutral manner and is not unreasonable or discriminatory. A reasonable public interest shall include the following:
(1) The prohibition is based upon a recommendation of the city engineer, is related to public health, safety and welfare and is nondiscriminatory among providers, including incumbent providers;
(2) the provider has rejected a reasonable, competitively neutral and nondiscriminatory justification offered by the city for requiring an alternate method or alternate route that will result in neither unreasonable additional installation expense nor a diminution of service quality;
(3) the city reasonably determines, after affording the provider reasonable notice and an opportunity to be heard, that a denial is necessary to protect the public health and safety and is imposed on a competitively neutral and nondiscriminatory basis; or
(4) the specific portion of the public right-of-way for which the provider seeks use and occupancy is environmentally sensitive as defined by state or federal law or lies within a previously designated historic district as defined by local, state or federal law.
(f) A provider's request to use or occupy a specific portion of the public right-of-way shall not be denied without reasonable notice and an opportunity for a public hearing before the city governing body. A city governing body's denial of a provider's request to use or occupy a specific portion of the public right-of-way may be appealed to a district court.
(g) A provider shall comply with all laws and rules and regulations governing the use of public right-of-way.
(h) A city may not impose the following regulations on providers:
(1) Requirements that particular business offices or other telecommunications facilities be located in the city;
(2) requirements for filing applications, reports and documents that are not reasonably related to the use of a public right-of-way or this act;
(3) requirements for city approval of transfers of ownership or control of the business or assets of a provider's business, except that a city may require that such entity maintain current point of contact information and provide notice of a transfer within a reasonable time; and
(4) requirements concerning the provisioning of or quality of customer services, facilities, equipment or goods in-kind for use by the city, political subdivision or any other provider or public utility.
(i) Unless otherwise required by state law, in the exercise of its lawful regulatory authority, a city shall promptly, and in no event more than 30 days, with respect to facilities in the public right-of-way, process each valid and administratively complete application of a provider for any permit, license or consent to excavate, set poles, locate lines, construct facilities, make repairs, effect traffic flow, obtain zoning or subdivision regulation approvals, or for other similar approvals, and shall make reasonable effort not to unreasonably delay or burden that provider in the timely conduct of its business. The city shall use its best reasonable efforts to assist the provider in obtaining all such permits, licenses and other consents in an expeditious and timely manner.
(j) If there is an emergency necessitating response work or repair, a provider may begin that repair or emergency response work or take any action required under the circumstances, provided that the provider notifies the affected city promptly after beginning the work and timely thereafter meets any permit or other requirement had there not been such an emergency.
(k) A city may require a provider to repair all damage to a public right-of-way caused by the activities of that provider, or of any agent affiliate, employee, or subcontractor of that provider, while occupying, installing, repairing or maintaining facilities in a public right-of-way and to return the right-of-way, to its functional equivalence before the damage pursuant to the reasonable requirements and specifications of the city. If the provider fails to make the repairs required by the city, the city may effect those repairs and charge the provider the cost of those repairs. If a city incurs damages as a result of a violation of this subsection, then the city shall have a cause of action against a provider for violation of this subsection, and may recover its damages, including reasonable attorney fees, if the provider is found liable by a court of competent jurisdiction.
(l) If requested by a city, in order to accomplish construction and maintenance activities directly related to improvements for the health, safety and welfare of the public, a provider shall promptly remove its facilities from the public right-of-way or shall relocate or adjust its facilities within the public right-of-way at no cost to the political subdivision. Such relocation or adjustment shall be completed as soon as reasonably possible within the time set forth in any request by the city for such relocation or adjustment. Any damages suffered by the city or its contractors as a result of such provider's failure to timely relocate or adjust its facilities shall be borne by such provider.
(m) No city shall create, enact or erect any unreasonable condition, requirement or barrier for entry into or use of the public rights-of-way by a provider.
(n) A city may assess any of the following fees against a provider, for use and occupancy of the public right-of-way, provided that such fees reimburse the city for its reasonable, actual and verifiable costs of managing the city right-of-way, and are imposed on all such providers in a nondiscriminatory and competitively neutral manner:
(1) A permit fee in connection with issuing each construction permit to set fixtures in the public right-of-way within that city as provided in K.S.A. 17-1901, and amendments thereto, to compensate the city for issuing, processing and verifying the permit application;
(2) an excavation fee for each street or pavement cut to recover the costs associated with construction and repair activity of the provider, their assigns, contractors or subcontractors, or both, with the exception of construction and repair activity required pursuant to subsection (l) of this act related to construction and maintenance activities directly related to improvements for the health, safety and welfare of the public; provided, however, imposition of such excavation fee must be based upon a regional specific or other appropriate study establishing the basis for such costs which takes into account the life of the city street prior to the construction or repair activity and the remaining life of the city street. Such excavation fee is expressly limited to activity that results in an actual street or pavement cut;
(3) inspection fees to recover all reasonable costs associated with city inspection of the work of the provider in the right-of-way;
(4) repair and restoration costs associated with repairing and restoring the public right-of-way because of damage caused by the provider, its assigns, contractors or subcontractors, or both, in the right-of-way; and
(5) a performance bond, in a form acceptable to the city, from a surety licensed to conduct surety business in the state of Kansas, insuring appropriate and timely performance in the construction and maintenance of facilities located in the public right-of-way.
(o) A city may not assess any additional fees against providers for use or occupancy of the public right-of-way other than those specified in subsection (n).
(p) This act may not be construed to affect any valid taxation of a provider's facilities or services.
(q) Providers shall indemnify and hold the city and its officers and employees harmless against any and all claims, lawsuits, judgments, costs, liens, losses, expenses, fees to include reasonable attorney fees and costs of defense, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including personal or bodily injury or death, property damage or other harm for which recovery of damages is sought, to the extent that it is found by a court of competent jurisdiction to be caused by the negligence of the provider, any agent, officer, director, representative, employee, affiliate or subcontractor of the provider, or their respective officers, agents, employees, directors or representatives, while installing, repairing or maintaining facilities in a public right-of-way. The indemnity provided by this subsection does not apply to any liability resulting from the negligence of the city, its officers, employees, contractors or subcontractors. If a provider and the city are found jointly liable by a court of competent jurisdiction, liability shall be apportioned comparatively in accordance with the laws of this state without, however, waiving any governmental immunity available to the city under state law and without waiving any defenses of the parties under state or federal law. This section is solely for the benefit of the city and provider and does not create or grant any rights, contractual or otherwise, to any other person or entity.
(r) A provider or city shall promptly advise the other in writing of any known claim or demand against the provider or the city related to or arising out of the provider's activities in a public right-of-way.
(s) Nothing contained in K.S.A. 17-1902, and amendments thereto, is intended to affect the validity of any franchise fees collected pursuant to state law or a city's home rule authority.
(t) Any ordinance enacted prior to the effective date of this act governing the use and occupancy of the public right-of-way by a provider shall not conflict with the provisions of this act.
History: L. 1907, ch. 140, § 3; R.S. 1923, 17-1902; L. 2002, ch. 32, § 2; L. 2006, ch. 93, § 7; L. 2016, ch. 40, § 2; October 1.
(a) The Kansas legislature finds and declares that:
(1) The permitting, construction, modification, maintenance and operation of telecommunications facilities are critical to ensuring that all citizens in the state have true access to broadband and other advanced technology and information;
(2) telecommunications facilities are critical to ensuring that businesses and schools throughout the state remain competitive in the global economy;
(3) telecommunications facilities that enable broadband services have a significant economic benefit; and
(4) the permitting, construction, modification, maintenance and operation of telecommunications facilities, to the extent specified in this section, are declared to be matters of statewide concern and interest.
(b) As used in this section:
(1) "Public right-of-way" means only the area of real property in which a county has a dedicated or acquired right-of-way interest in the real property. "Public right-of-way" includes the area on, below or above the present and future streets, roads, highways, parkways or boulevards dedicated or acquired as right-of-way by a county. "Public right-of-way" does not include:
(A) The airwaves above a "public right-of-way" with respect to wireless telecommunications or other non-wire telecommunications or broadcast services;
(B) easements obtained by utilities or private easements; or
(C) any real property, structures or facilities under the ownership, control or jurisdiction of the secretary of transportation.
(2) "Provider" means a local exchange carrier or telecommunications carrier as such terms are defined in K.S.A. 66-1,187 and amendments thereto, or a video service provider as defined in K.S.A. 12-2022, and amendments thereto. "Provider" does not include an applicant as defined in K.S.A. 66-2019, and amendments thereto.
(c) Without abrogating any rights held by a video service provider pursuant to a state-issued video service authorization, any provider shall have the right pursuant to this section to construct, maintain and operate poles, conduit, cable, switches and related appurtenances and facilities along, across, upon and under any public right-of-way in this state. Such poles, conduit, cable, switches and related appurtenances and facilities shall be so constructed and maintained as not to obstruct or hinder the usual travel or public safety on such public ways or the legal use by other utilities or providers.
(d) A county shall impose any and all public right-of-way access and permit processes in a nondiscriminatory and competitively neutral manner to all similarly situated providers, including, but not limited to:
(1) The permit fees charged by the county;
(2) the forms and filings required by the county for a permit application;
(3) the time with which a county may approve or deny a permit; and
(4) options for waivers regarding such permit fees, forms and filings.
(e) No county shall create, enact or erect any discriminatory, unreasonable condition, requirement or barrier for entry into or use of the public right-of-way by a provider.
(f) A county may only assess the following non-discriminatory and competitively neutral fees against a provider, for the administration and orderly use of the public right-of-way, provided that such fees reimburse the county for the county's reasonable, actual and verifiable costs of managing the public right-of-way:
(1) A construction permit fee charged in connection with issuing a construction permit to set fixtures in the public right-of-way that compensates the county for the reasonable administrative expenses incurred by the county for issuing, processing and verifying the permit application;
(2) an excavation permit fee for each pavement cut to recover the direct and reasonable costs associated with construction and repair activity of the provider. Any excavation permit fee imposed by the county shall be based upon a regional specific or other appropriate study establishing the basis for such costs that takes into account the life of the county road or highway prior to the construction or repair activity and the remaining life of the road or highway. Such excavation permit fee shall be expressly limited to the proportion of the cost attributable to the activity of the provider that results in an actual pavement cut; and
(3) inspection fees to recover all reasonable costs associated with a county's inspection of the work of the provider in the right-of-way.
(g) A county shall authorize any video service provider as defined in K.S.A. 12-2022, and amendments thereto, to offset any fees and charges imposed pursuant to this section against payment of any video service provider fee imposed pursuant to K.S.A. 12-2024, and amendments thereto.
(h) A county may assess against a provider costs associated with repairing and restoring the public right-of-way because of damage caused by the provider, its assigns, contractors or subcontractors, or both, in the public right-of-way. A county may require a provider to furnish a performance bond, in a form acceptable to the county, from a surety licensed to conduct surety business in the state of Kansas, to ensure appropriate and timely performance in the construction and maintenance of facilities located in the public right-of-way.
(i) A county may not assess any additional fees or costs against providers for use or occupancy of the public right-of-way other than those specified in this section. Any fees or costs imposed pursuant to this section shall be imposed upon all such providers in a nondiscriminatory and competitively neutral manner.
(j) Upon request by a provider, a county shall, in a timely manner, provide an accounting for the reasonable, actual and verifiable costs that are the basis for any fee permitted in subsection (f).
(k) This section may not be construed to affect any valid taxation of a provider's facilities or services.
(l) Any ordinance enacted prior to the effective date of this act governing the use and occupancy of the public right-of-way by a provider shall not conflict with the provisions of this section.
(m) No provider shall enter into a contract or any other agreement with a county to sell or provide a product or service that the provider's business does not actually sell or provide.
(n) Any county or provider may bring an action in a court of competent jurisdiction to enforce the provisions of this act.
History: L. 2024, ch. 58, § 1; July 1.
Such companies are also authorized to enter upon any lands, whether owned by private persons in fee, or in any less estate, or by any corporation, whether acquired by purchase or by virtue of any provision in the charter of such corporation, for the purpose of making preliminary surveys and examinations, with a view to the erection of any telegraph lines; and, from time to time to appropriate so much of said lands as may be necessary to erect such poles, piers, abutments, wires and other necessary fixtures for a magnetic telegraph, and to make such changes of location of any part of said lines as may from time to time be deemed necessary, and shall have a right of access to construct said line, and when erected from time to time as may be required, to repair the same, and may proceed to obtain the right-of-way, and to condemn lands for the use of the corporation in the manner provided by K.S.A. 26-501 to 26-516, inclusive.
History: G.S. 1868, ch. 23, § 75; R.S. 1923, 17-1903; L. 1963, ch. 234, § 39; January 1, 1964.
No corporation shall have power to contract with any owner of land for the right to erect and maintain a telegraph line over his lands to the exclusion of the lines of other companies.
History: G.S. 1868, ch. 23, § 76; R.S. 1923, 17-1904.
Any corporation, created as herein provided, may contract, own, use and maintain any line or lines of telegraph, whether wholly within or wholly or partly beyond the limits of this state, and shall have power to lease or attach to the line or lines of such corporation other telegraph lines, by lease or purchase, and may join with any other corporation or association in constructing, leasing, owning, using or maintaining their line or lines, upon such terms as may be agreed upon between the directors or managers of the respective corporations, and may own and hold any interest in such line or lines, or may become lessees thereof, on such terms as the respective corporations may agree.
History: G.S. 1868, ch. 23, § 77; October 31; R.S. 1923, 17-1905.
The council of any city or trustees of any incorporated town or village through which the line of any telegraph corporation is to pass, may, by ordinance or otherwise, specify where the posts, piers or abutments shall be located, the kind of posts that shall be used, the height at which the wires shall be run, and such company shall be governed by the regulation thus prescribed; and after the erection of said telegraph lines, the council of any city or the trustees of any incorporated town or village shall have power to direct any alteration in the location or erection of said posts, piers or abutments, and also in the height at which the wires shall run, having first given such company or its agents opportunity to be heard in regard to such alteration.
History: G.S. 1868, ch. 23, § 78; October 31; R.S. 1923, 17-1906.
Any person who shall willfully and intentionally injure, molest or destroy any of the lines, posts, piers, abutments or other material or property pertaining to any line of telegraph, telephone or electric transmission line erected in this state shall be deemed guilty of misdemeanor, and shall upon conviction be punished by fine not exceeding $500 or by imprisonment in the county jail not exceeding one year, or by both such fine and imprisonment.
History: G.S. 1868, ch. 23, § 79; L. 1921, ch. 151, § 1; May 25; R.S. 1923, 17-1907.
Any person who shall unlawfully and willfully cut, break, tap or make connection with any telegraph, telephone line or electric transmission line, wire or cable shall be deemed guilty of a misdemeanor, and be punished by a fine not exceeding $500 or by imprisonment in the county jail not exceeding one year, or by both such fine and imprisonment.
History: L. 1921, ch. 151, § 2; May 25; R.S. 1923, 17-1908.
Any telegraph company now organized or which may hereafter be organized under the laws of this state, may, at any regular meeting of the stockholders thereof, by vote of persons holding a majority of shares of the stock of such company, unite or consolidate with any other company or companies now organized or which may hereafter be organized under the laws of the United States or of any state or territory, by consent of the company with which it may consolidate or unite; and such consolidated company, so formed, may hold, use and enjoy all the rights and privileges conferred by the laws of Kansas on companies separately organized under the provisions of this act, and be subject to the same liabilities.
History: G.S. 1868, ch. 23, § 80; October 31; R.S. 1923, 17-1909.
That every telegraph company or other corporation operating a telegraph line through the corporate limits of any county seat in Kansas is hereby required to establish and maintain a telegraph station at such county seat, with the usual facilities and appointments for the convenience of the public in sending telegrams during the business hours of each day.
History: L. 1893, ch. 152, § 1; May 18; R.S. 1923, 17-1910.
Each telegraph company or other corporation operating a telegraph line failing or neglecting to comply with the provisions of K.S.A. 17-1910 shall be liable to a penalty of ten dollars ($10) for each day of such failure or neglect, to be recovered and paid to the state treasurer pursuant to K.S.A. 20-2801, and any amendments thereto, the same as other fines and penalties; the action for such penalty being prosecuted by the county attorney, with the state of Kansas as plaintiff, and before any court of competent jurisdiction.
History: L. 1893, ch. 152, § 2; R.S. 1923, 17-1911; L. 1973, ch. 106, § 3; L. 1978, ch. 105, § 2; January 1, 1979.
That every telegraph company or other corporation operating a telegraph line through or into the corporate limits of cities of the first class is hereby required to establish and maintain a telegraph station in each of said cities of the first class containing fifty thousand inhabitants or over, with the usual facilities and appointments for the convenience of the inhabitants of said cities, during the hours from eight o'clock in the forenoon until twelve o'clock midnight of each day, and deliver messages to the inhabitants thereof at all such hours free of extra charge therefor.
History: L. 1903, ch. 514, § 1; R.S. 1923, 17-1912.
Any telegraph company, or any manager, agent or employee thereof, who shall fail or neglect to keep said station open or deliver messages as provided for in K.S.A. 17-1912 shall be guilty of a misdemeanor, and on conviction thereof shall be punished by a fine not to exceed five hundred dollars, or by imprisonment in the county jail not exceeding six months.
History: L. 1903, ch. 514, § 2; R.S. 1923, 17-1913.
No person, firm or corporation shall move, haul, or transport, any house, building, derrick, or other structure of the height when loaded for movement, of sixteen (16) feet or more from the surface of the highway, road, street or alley, upon, across, or over, any public highway, road, street or alley, in the state of Kansas, either within or outside of the limits of any incorporated city, upon which public highway, road, street or alley, any telephone, telegraph, electric light, or electric power wires or other aerial facilities are in place, without first obtaining a permit therefor as hereinafter provided.
History: L. 1917, ch. 251, § 1; R.S. 1923, 17-1914; L. 1974, ch. 97, § 1; L. 1975, ch. 135, § 1; July 1.
All applications for permits required under K.S.A. 17-1914, and amendments thereto, shall be made to the county clerk of the county in which the property to be moved is located. If such property is located within the limits of an incorporated city, such application shall be made to the city clerk of the city. Such application shall state whether it will be necessary to cut and move, raise, or in any way interfere with any wires, cables, or other aerial equipment of any public or municipally owned utility, and if so, the application also shall state the name of such public or municipally owned utility, and the time and location that the applicant's moving operations shall necessitate the cutting, moving, raising or otherwise interfering with such aerial facilities. The county clerk or city clerk, as the case may be, shall issue a permit upon such application and payment of a permit fee. Such fee shall be in an amount as deemed reasonable by the governing body of each city or county. Fees collected hereunder shall be deposited in the city or county treasury as the case may be.
History: L. 1917, ch. 251, § 2; R.S. 1923, 17-1915; L. 1974, ch. 97, § 2; L. 1975, ch. 135, § 2; L. 1993, ch. 18, § 1; July 1.
The applicant shall, upon the issuance of such permit, if the application states that it will be necessary to cut and move, raise or in any way interfere with any wires, cables or other aerial equipment of any public or municipally owned utility give not less than fifteen (15) days written notice to the public or municipally owned utility owning or operating such wires, cables or other aerial facilities, or to their agents, of the intent to move a structure, giving the time and location of the applicant's moving operations. Should the moving operation be delayed, then applicant shall again give the public or municipally owned utility not less than twenty-four (24) hours advance notice of the actual operation.
History: L. 1917, ch. 251, § 3; R.S. 1923, 17-1916; L. 1974, ch. 97, § 3; L. 1975, ch. 135, § 3; July 1.
It shall be the duty of any public or municipally owned utility owning or operating such wires, cables or other aerial equipment after service of notice, as required in K.S.A. 17-1916, to furnish competent workmen or linemen to remove, raise, or cut such wires, cables or other aerial equipment as will be necessary to facilitate applicant's moving operations. The necessary expense which is incurred by or on behalf of any public or municipally owned utility for cutting, raising, removing, or otherwise facilitating the moving operations of the applicant shall be paid by applicant to each public or municipally owned utility concerned. The public or municipally owned utility may require the applicant to furnish the public or municipally owned utility with appropriate bond or other surety agreement insuring the payment of all expenses incurred as a result of applicant's moving operations.
The failure of any public or municipally owned utility, after having received the notice provided for in K.S.A. 17-1916, and having received advance payment or agreed to accept a surety arrangement in lieu of advance payment, to raise, remove, relocate or otherwise adjust its aerial facilities to accommodate applicant's moving operations, within fifteen (15) days from date notice is received or within twenty-four (24) hours after notice is given following the initial fifteen (15) day notice period, shall render such utility liable to applicant for damages in an amount not to exceed one hundred dollars ($100) per day for each day said public or municipally owned utility fails and refuses to so accommodate applicant's moving operations. Suit to recover such damages shall be maintained in the district court in the district in which such property is located and the applicant shall be entitled to reasonable attorney's fees and court costs in addition to such damages.
History: L. 1917, ch. 251, § 4; R.S. 1923, 17-1917; L. 1974, ch. 97, § 4; L. 1975, ch. 135, § 4; July 1.
It shall be unlawful for any person, firm, or corporation engaged as principal or employee in moving any house, building, derrick or other structure, as provided for in the above sections, to move, touch, cut, molest, or in any way interfere with any telephone, telegraph, electric light or electric power wires or any poles bearing any such wires, or any other equipment.
History: L. 1917, ch. 251, § 5; R.S. 1923, 17-1918; L. 1974, ch. 97, § 5; July 1.
History: L. 1917, ch. 251, § 6; R.S. 1923, 17-1919; Repealed, L. 1975, ch. 135, § 5; July 1.
Any person violating the provisions of this act shall be deemed guilty of a misdemeanor, and shall upon conviction thereof, be punished by a fine of not more than $100, or by imprisonment in the county jail for not more than 60 days, or by both such fine and imprisonment.
History: L. 1917, ch. 251, § 7; March 7; R.S. 1923, 17-1920.
History: L. 1937, ch. 217, § 1; Repealed, L. 1988, ch. 113, § 3; July 1.
If any provision of this act*, or the application of such provision to any person or circumstance is held invalid or unconstitutional, it shall be conclusively presumed that the legislature would not have enacted the remainder of this act without such invalid or unconstitutional provisions.
History: L. 2002, ch. 32, § 3; July 1.
History: L. 1901, ch. 407, § 1; R.S. 1923, 17-2001; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, § 2; L. 1903, ch. 528, § 1; L. 1907, ch. 425, § 1; R.S. 1923, 17-2002; L. 1957, ch. 150, § 1; L. 1965, ch. 150, § 3; L. 1977, ch. 74, § 1; L. 1986, ch. 399, § 1; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1933, ch. 53, § 1 (Special Session); Repealed, L. 1957, ch. 150, § 2; June 29.
History: L. 1933, ch. 53, § 2 (Special Session); Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, § 3,; R.S. 1923, 17-2003; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407 § 4; R.S. 1923, 17-2004; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, §§ 5, 6; R.S. 1923, 17-2005, 17-2006; L. 1965, ch. 150, §§ 4, 5; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, § 7; R.S. 1923, 17-2007; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, § 8; L. 1911, ch. 134, § 1; R.S. 1923, 17-2008; L. 1987, ch. 54, § 12; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, § 9; R.S. 1923, 17-2009; L. 1931, ch. 151, § 1; L. 1941, ch. 180, § 1; L. 1984, ch. 88, § 1; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, §§ 10, 11; R.S. 1923, 17-2010, 17-2011; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, § 12; R.S. 1923, 17-2012; L. 1933, ch. 153, § 1; L. 1941, ch. 180, § 2; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, § 13; R.S. 1923, 17-2013; L. 1975, ch. 44, § 42; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, § 14; R.S. 1923, 17-2014; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, § 15; R.S. 1923, 17-2015; L. 1931, ch. 152, § 1; L. 1953, ch. 130, § 1; L. 1984, ch. 89, § 1; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, § 16; R.S. 1923, 17-2016; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1901, ch. 407, § 17; L. 1907, ch. 425, § 2; R.S. 1923, 17-2017; L. 1967, ch. 72, § 1; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1933, ch. 54, §§ 1–3 (Special Session); Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1957, ch. 151, §§ 1, 2; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1957, ch. 151, §§ 3, 4; L. 1984, ch. 89, §§ 2, 3; Repealed, L. 1989, ch. 48, § 105; July 1.
History: L. 1957, ch. 151, §§ 5, 6; Repealed, L. 1989, ch. 48, § 105; July 1.
This act may be cited as the "Kansas business trust act of 1961."
History: L. 1961, ch. 127, § 1; April 29.
For the purposes of this act:
(a) A "business trust" is an unincorporated business association of the type which at common law was known as a "common-law trust," "business trust," or "Massachusetts trust," created by a trust instrument under which property is held, managed, administered, controlled, invested, reinvested, and operated by trustees for the benefit and profit of such persons as are or may become the holders of transferable certificates evidencing beneficial interests in the trust estate, the holders of which certificates are entitled to the same limitation of personal liability extended to stockholders of private corporations for profit;
(b) a "domestic" business trust is one created under the laws of this state;
(c) a "foreign" business trust is one created under the laws of a foreign country or of a territory or state other than Kansas; and
(d) the "corpus" of any business trust is equivalent to the capital and accumulated earnings or earned surplus of a corporation.
History: L. 1961, ch. 127, § 2; April 29.
A business trust is hereby declared to be a permitted form of association for the conduct of business in this state, provided the provisions of this act are complied with, except, that nothing contained in this act shall be construed to limit, prohibit, or invalidate the existence, acts, or obligations to the state, of any business trust created or doing business in this state prior to the effective date hereof.
History: L. 1961, ch. 127, § 3; April 29.
Any business trust, whether domestic or foreign, desiring to transact business in this state shall file in the office of the secretary of state, on such forms, if any, as the secretary of the state may prescribe:
(a) An executed copy of the trust instrument by which the trust was created and of all amendments thereto or a true and correct copy thereof certified to be such by a trustee thereof under penalty of perjury or by a public official of another state, territory, or country in whose office an executed copy thereof is on file;
(b) a verified list of the names and addresses of its trustees;
(c) the location of its registered office in this state and the name of its resident agent in charge of such registered office; and
(d) a foreign business trust shall file its irrevocable consent to service of process, accompanied by a duly certified copy of an order or resolution of the trustees of any foreign business trust authorizing the execution and filing of such irrevocable consent, conforming in substance to the consent required of foreign corporations in K.S.A. 17-7301, and amendments thereto.
History: L. 1961, ch. 127, § 4; L. 1973, ch. 91, § 1; L. 1998, ch. 189, § 3; L. 1999, ch. 41, § 9; L. 2010, ch. 24, § 1; July 1.
At the time of filing the instruments required by K.S.A. 17-2030, the business trust shall pay to the secretary of state a filing fee of fifty dollars ($50).
History: L. 1961, ch. 127, § 5; L. 1973, ch. 91, § 2; April 9.
No business trust shall transact any business in this state, except such as may be incidental to its organization, until it has fully complied with K.S.A. 17-2030 and 17-2031, and in event of any violation hereof all trustees of such business trust, except those who filed their written dissent in the office of the secretary of state before such business was transacted, shall be jointly and severally liable for all debts and obligations of the business trust arising from the business so transacted in this state prior to compliance with K.S.A. 17-2030 and 17-2031.
History: L. 1961, ch. 127, § 6; April 29.
The trust instrument by which the business trust was created may be amended in the manner specified therein or in such manner as is valid under the common law applicable to business trusts, except that no such amendment adopted subsequent to the preliminary filings required by K.S.A. 17-2030, and amendments thereto, shall be legally effective in this state until an executed copy thereof has been filed in the office of the secretary of state, accompanied by a fee of $20.
History: L. 1961, ch. 127, § 7; L. 1973, ch. 91, § 3; L. 1998, ch. 189, § 4; July 1.
Subject to the provisions 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 and any amendments thereto. Except as otherwise provided, such instrument shall be construed and interpreted in accordance with the common law applicable to business trusts. 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 corporation 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 in compliance with K.S.A. 17-2033, and amendments thereto.
History: L. 1961, ch. 127, § 8; L. 1999, ch. 39, § 4; July 1.
Business trusts shall be subject to all applicable provisions of law, now in effect or hereinafter enacted, relating to domestic and foreign corporations, respectively, with regard to the issuance of securities, filing of required statements and reports, service of process, general grants of power to act and to sue or be sued, limitations upon individual liability of stockholders, and rights to acquire, mortgage, sell, lease, operate, and otherwise deal in or with real and personal property, except to the extent that such provisions of law are inconsistent with the specific provisions of this act.
History: L. 1961, ch. 127, § 9; April 29.
(a) Every business trust shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the business trust on the day the report is filed with the secretary of state.
(b) The report shall be made on forms provided by the secretary of state and shall be filed biennially, as determined by the year that the business trust filed its formation documents. A business trust that filed formation documents in an even-numbered year shall file a report in each even-numbered year. A business trust that filed formation documents in an odd-numbered year shall file a report in each odd-numbered year. The report shall be filed not later than April 15.
(c) The report shall be signed by a trustee or other authorized officer under penalty of perjury and contain the following:
(1) Executed copies of all amendments to the instrument by which the business trust was created, or to prior amendments thereto, that have been adopted and have not been filed under K.S.A. 17-2033, and amendments thereto, and accompanied by the fee prescribed by law for each such amendment;
(2) a verified list of the names and postal addresses of its trustees; 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) (1) At the time of filing the business entity information report, the business trust shall pay to the secretary of state a fee in an amount equal to $80, plus the amount specified in rules and regulations of the secretary.
(2) The failure of any domestic or foreign business trust to file its business entity information report and pay the required fee within 90 days from the date when such report and fee are due shall work a forfeiture of such business trust's authority to transact business in this state and all of the remedies, procedures and penalties specified in K.S.A. 17-7509 and 17-7510, and amendments thereto, with respect to a corporation that fails to file its business entity information report or pay the required fee within 90 days after such report and fee are due, shall be applicable to such business trust.
History: L. 1961, ch. 127, § 10; L. 1973, ch. 91, § 4; L. 1999, ch. 41, § 1; L. 2002, ch. 185, § 39; L. 2004, ch. 171, § 16; L. 2005, ch. 157, § 3; L. 2007, ch. 81, § 1; L. 2016, ch. 110, § 11; L. 2021, ch. 61, § 4; L. 2023, ch. 66, § 2; L. 2024, ch. 45, § 2; July 1.
History: L. 1961, ch. 127, § 10; L. 1973, ch. 91, § 4; L. 1999, ch. 41, § 1; L. 2002, ch. 185, § 39; L. 2004, ch. 143, § 93; Repealed, L. 2005, ch. 157, § 31; January 1, 2006.
(a) Any business trust, domestic or foreign, that has obtained authority under this act to transact business in Kansas may surrender its authority at any time by:
(1) Filing in the office of the secretary of state a certificate of dissolution or withdrawal executed by an authorized person;
(2) paying the fee required by K.S.A. 17-7506, and amendments thereto, at the time the certificate of dissolution or withdrawal is filed; and
(3) filing all business entity information reports and paying all fees required by K.S.A. 17-2036, and amendments thereto, that such business trust has not previously filed and paid.
(b) During a period of five years following the effective date of such withdrawal the business trust shall nevertheless be entitled to convey and dispose of its property and assets in this state, settle and close out its business in this state, and perform any other act or acts pertinent to the liquidation of its business, property, and assets in this state, and to prosecute and defend all suits filed prior to the expiration of such five-year period involving causes of action arising prior to the effective date of such withdrawal or arising out of any act or transaction occurring during such five-year period in the course of the liquidation of its business, property or assets.
(c) The withdrawal of a business trust as provided in this section shall have no effect upon any suit filed by or against it prior to the expiration of such five-year period until such suit has been finally determined or otherwise finally concluded and all judgments, orders and decrees entered therein have been fully executed, even though such final determination, conclusion, or execution occurs after the expiration of such five-year period. With respect to a foreign business trust, withdrawal pursuant to this section shall not affect its written consent to be sued in the courts of this state, or the jurisdiction over such foreign business trust of the courts of this state, with respect to any cause of action which arose prior to the effective date of its withdrawal.
History: L. 1961, ch. 127, § 11; L. 1973, ch. 91, § 5; L. 1998, ch. 189, § 5; L. 2005, ch. 157, § 4; L. 2021, ch. 61, § 5; L. 2025, ch. 10, § 1; July 1.
If any section, subsection, paragraph, sentence, clause, or phrase of this act is for any reason held to be unconstitutional or invalid, such unconstitutionality or invalidity shall not affect the constitutionality or validity of the remaining portion or portions of this act.
History: L. 1961, ch. 127, § 12; April 29.
History: L. 1908, ch. 36, §§ 1, 2; R.S. 1923, 17-2101, 17-2102; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1908, ch. 36, § 3; R.S. 1923, 17-2103; L. 1963, ch. 234, § 40; Repealed, L. 1972, ch. 52, § 153; July 1.
(a) Any seven persons who are 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 a certificate 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 the state credit union code, 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 administrator, the organizers shall submit bylaws that shall provide:
(1) The date of the first annual meeting, the manner in which subsequent annual meeting dates shall be determined, the manner of notification of meetings and conducting the meetings, the number of members constituting a quorum and regulations as to voting.
(2) The number of directors, which shall not be less than five, all of whom must be members, their powers and duties, together with the 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 supervisory committee, which shall not be less than three each, and 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 union, and that the standing of the proposed organizers is such as to give assurance that its affairs will be properly administered. If the administrator approves the articles of incorporation, the administrator shall issue to the proposed organizers a certificate of approval annexed to the articles of incorporation and of the bylaws. The articles of incorporation, with the certificate of approval annexed, shall be executed and filed and become effective in the manner prescribed in the general corporation code. The copy of the articles of incorporation filed with the secretary of state shall be accompanied by the fee prescribed by K.S.A. 17-7506, and amendments thereto.
History: L. 1929, ch. 141, § 1; L. 1959, ch. 117, § 1; L. 1968, ch. 160, § 1; L. 1972, ch. 57, § 1; L. 1973, ch. 92, § 1; L. 1982, ch. 102, § 1; L. 1999, ch. 39, § 5; L. 2000, ch. 39, § 8; L. 2019, ch. 22, § 2; L. 2024, ch. 11, § 4; July 1.
(a) Amendments of the bylaws may be adopted and amendments of the charter may be requested by the membership pursuant to K.S.A. 17-2207, and amendments thereto, or upon approval of the board of directors at any duly held meeting, if the members of the board have been given prior written notice of the meeting and the notice has contained a copy of the proposed amendment or amendments.
(b) Except as provided in paragraphs (1) and (2), no amendment to the bylaws shall become operative until approved by the administrator in writing, and until a certified copy has been filed as original bylaws are filed.
(1) If the administrator disapproves any proposed amendment, the credit union may appeal the decision in accordance with the Kansas administrative procedure act.
(2) Any proposed amendment shall be deemed to be approved if the administrator has not acted upon such proposed amendment within 60 calendar days of the date of receipt thereof by the administrator.
History: L. 1929, ch. 141, § 2; L. 1968, ch. 160, § 2; L. 1981, ch. 101, § 1; L. 2012, ch. 24, § 1; L. 2019, ch. 22, § 3; July 1.
(a) Only credit unions organized under the provisions of the state credit union code, credit unions organized pursuant to federal law, an association of credit unions, or an organization, corporation or association whose membership or ownership is restricted to credit unions or credit union organizations may use any name, a website URL or title that contains the words "credit union" or any derivation thereof.
(b) Any other use by any person, copartnership, association or corporation of any name, or website URL or title that contains the words "credit union" or any derivation thereof and any misrepresentation as a credit union or conducting of business as a credit union by such entities shall be a class A misdemeanor and punishable as such. The administrator, any credit union or any organization, corporation or association of credit unions described in subsection (a) may petition a court of competent jurisdiction to enjoin a violation of this section.
History: L. 1929, ch. 141, § 3; L. 1941, ch. 181, § 1; L. 1976, ch. 105, § 1; L. 1982, ch. 103, § 1; L. 2019, ch. 22, § 4; July 1.
A credit union shall have the following powers:
(a) A credit union may receive the savings of its members in payment for shares, make contracts, sue and be sued, and provide negotiable checks, money orders, any other money type instruments or transfer methods, safe deposit boxes or similar safekeeping facilities to its members.
(b) A credit union may make loans to members through the credit committee or authorized loan officer in the way and manner provided in K.S.A. 17-2201 et seq., and amendments thereto.
(c) A credit union may invest under written investment policies established by the board:
(1) In all types of shares and accounts of a corporate credit union that is federally insured;
(2) in shares or accounts of any savings and loan association or mutual savings bank the accounts of which are insured by an insurer approved by the state in which the savings and loan association or mutual savings bank operates for guaranteeing the shares or accounts of such institutions;
(3) in the bonds or other obligations of the United States of America, or securities fully guaranteed as to principal and interest thereby;
(4) in obligations of, or obligations issued by, any state or political subdivision thereof, including any agency, corporation or instrumentality of a state or political subdivision, except that no credit union may invest more than 10% of its shares, undivided earnings and reserves in the obligations of any one issuer, exclusive of general obligations of the issuer; or
(5) in savings banks, state banks, trust companies and national banks, the accounts of which are insured by an insurer approved by the state in which the savings bank, state bank, trust company or national bank operates for guaranteeing the shares or accounts of such institutions.
(d) A credit union may enter into agreements with financial institutions or organizations for the extension of credit or debit services.
(e) A credit union may do all things necessary to obtain, continue, pay for and terminate insurance of its shares and share certificates with the national credit union share insurance fund or its successor. A credit union also may do all things necessary to obtain, continue, pay for and terminate private insurance coverage of its shares and share certificates in excess of the coverage for such shares and share certificates provided by the national credit union share insurance fund or its successor. Such excess coverage shall be obtained from an insurer approved by the commissioner of insurance.
(f) A credit union may receive from its members or other insured credit unions payments on shares and share certificates and may invest its funds in shares, share certificates or other accounts of insured credit unions.
(g) A corporate credit union, as defined by K.S.A. 17-2231(e), and amendments thereto, may buy and sell investment securities, as defined by the administrator, but the total amount of such investment securities of any one obligor or maker held by such credit union shall at no time exceed 15% of the shares, undivided earnings and reserves of the credit union, except that this limit shall not apply to obligations of the United States government or any agency thereof.
(h) Credit unions may enter into agreements to discount or sell student loans made pursuant to federally insured student loan programs under Pub. L. No. 89-329, title IV part (b) of the higher education act of 1965 as amended.
(i) A credit union may discount or sell to such corporate credit union or any financial institution or organization any real estate loan made by the credit union.
(j) A credit union may enter into agreements with a corporate credit union to discount or sell to such corporate credit union any obligation of the United States government or any agency thereof, or of any state, municipality or any agency thereof, if the obligation at the time of purchase was a legal investment for credit unions.
(k) A credit union may provide that shares and share certificates may be withdrawn for payment to the account holder or to third parties, in such manner and in accordance with such procedures as may be established by the board of directors.
(l) Every credit union incorporated pursuant to or operating under the provisions of the state credit union code may exercise such powers, including incidental powers, as shall be necessary or requisite to enable it to carry on effectively the purposes and business for which it is incorporated.
(m) A credit union may receive from the national credit union central liquidity facility created by title III of the federal credit union act, 12 U.S.C. § 1795 et seq., payments on: (1) Shares that may be issued at varying dividend rates; (2) share certificates that may be issued at varying dividend rates and maturities; and (3) investments in any other accounts of the credit union. A credit union may invest its funds in the capital stock of the national credit union central liquidity facility.
(n) Subject to written guidelines issued by the administrator, a credit union may purchase notes made by individual borrowers to a financial institution at such prices as may be agreed upon by the board of directors of the purchasing credit union. No purchase may be made, however, under authority of this subsection, unless approved in writing by the administrator, if, upon the making of that purchase, the aggregate of the unpaid balances of notes of nonmembers purchased under authority of this subsection would exceed 5% of the shares, undivided earnings and reserves of the credit union.
(o) Subject to rules and regulations adopted by the administrator, a credit union, if designated by the administrator as a low-income credit union, may accept payments to share accounts by nonmembers. Such rules and regulations shall specify the maximum level of nonmember shares, the use of such shares, the term of such accounts and other requirements to address safety and soundness issues. Nonmember account holders shall not have the same rights and privileges as members.
History: L. 1929, ch. 141, § 4; L. 1951, ch. 204, § 1; L. 1955, ch. 138, § 1; L. 1968, ch. 160, § 3; L. 1969, ch. 112, § 56; L. 1971, ch. 75, § 1; L. 1972, ch. 58, § 1; L. 1974, ch. 98, § 1; L. 1975, ch. 136, § 3; L. 1977, ch. 75, § 1; L. 1981, ch. 101, § 2; L. 1982, ch. 103, § 2; L. 1984, ch. 90, § 1; L. 1987, ch. 85, § 1; L. 1992, ch. 225, § 1; L. 1995, ch. 64, § 1; L. 2012, ch. 161, § 1; L. 2019, ch. 22, § 5; July 1.
(a) Notwithstanding any other provision contained in the laws of this state providing for investments by credit unions, such credit unions may invest under written investment policies established by the board, in the bonds, debentures or other similar obligations issued under the authority of and pursuant to the act of congress known as the farm credit act of 1971, as amended. The total amount of such bonds, debentures or other similar obligations of any one obligor or maker shall at no time exceed 15% of the shares, undivided earnings and reserves of the credit union.
(b) Subject to rules and regulations of the administrator, credit unions may invest in a credit union services organization under written investment policies established by the board, if the credit union services organization is structured as a corporation, limited liability company or limited partnership. Subject to rules and regulations of the administrator, credit unions may make loans to such credit union services organization, except that any such investment in or loans to such credit union services organization shall not exceed, in the aggregate, 2% of the credit union's shares, undivided earnings and reserves. "Credit union services organization" means an organization established to provide operational and financial services primarily to credit unions.
(c) Subject to written guidelines issued by the administrator, a credit union may invest its funds under written investment policies established by the board, in investment securities defined by the administrator. Except for obligations of wholly owned government corporations, or obligations that provide a return of principal and interest that is guaranteed by an agency of the federal government, the total amount of such investment securities of any one obligor or maker held by the credit union shall at no time exceed 15% of the shares, undivided earnings and reserves of the credit union.
(d) Except as provided in K.S.A. 17-2204, and amendments thereto, a credit union is prohibited from participating directly or indirectly in: (1) The purchase or sale of a standby commitment; (2) a futures contract; (3) adjusted trading; or (4) a short sale of a security. A credit union's directors, officials, committee members and employees, and immediate family members of such individuals, may not receive pecuniary consideration in connection with the making of an investment or deposit by the credit union.
(e) Nothing contained in this section shall be construed to prohibit any funds of a credit union from being invested as now provided by law.
History: L. 1957, ch. 153, § 1; L. 1971, ch. 76, § 1; L. 1973, ch. 93, § 1; L. 1987, ch. 85, § 2; L. 1995, ch. 128, § 1; L. 1996, ch. 72, § 1; L. 2007, ch. 71, § 1; L. 2019, ch. 22, § 6; July 1.
(a) (1) The membership shall consist of the organizers and such persons, societies, associations, copartnerships and corporations as have been duly elected to membership and have subscribed to one or more shares and have paid for the same, and have complied with such other requirements as the articles of incorporation may contain.
(2) Once a person becomes a member of the credit union, such person may remain a member of the credit union until the person chooses to withdraw or is expelled from the membership of the credit union.
(3) Members of a credit union also may include the following:
(A) The spouse of any person who died while such person was within the field of membership of the credit union;
(B) any employee of the credit union;
(C) any person who retired from any qualified employment group within the field of membership;
(D) any person of a volunteer group recognized by the management of the association or employee group within the field of membership and such person: (i) Has completed a training program offered by the volunteer group to further its goals; (ii) serves on the board of the volunteer group; or (iii) serves as an officer of the volunteer group;
(E) any member of such person's immediate family or household;
(F) any organization whose membership consists of persons within the field of membership; and
(G) any corporate or other legal entity within the field of membership as identified in the charter, articles of incorporation or bylaws of the credit union.
(4) For the purposes of paragraph (3)(E):
(A) Except as provided in subparagraph (B), the term "immediate family or household" means spouse, parent, stepparent, grandparent, child, stepchild, sibling, grandchild or former spouse and persons living in the same residence maintaining a single economic unit with persons within the credit union's field of membership.
(B) If the credit union's bylaws adopted a definition of immediate family before June 30, 2008, the credit union may use that definition. A credit union may adopt a more restrictive definition of immediate family or household.
(C) If authorized in the credit union's bylaws, a member of the immediate family or household is eligible to join even when the eligible member has not joined the credit union.
(b) (1) Credit union organizations shall be limited to:
(A) A group having a single common bond of occupation or association;
(B) a group having multiple common bonds of occupation or association or any combination thereof. No such group shall have a membership of more than 3,000, except as permitted in subsection (c) or (d); or
(C) persons residing, working or worshiping in or organizations located within a geographic area.
(2) A common bond of occupation may include employees of the same employer, workers under contract with the same employer, businesses paid by the same employer on a continuing basis or employees in the same trade, industry or profession.
(3) A common bond of association may include members and employees of a recognized association as defined in such association's charter, bylaws or other equivalent document.
(c) A credit union that chooses to be limited as provided in subsection (b)(1)(C) may include one or more common bonds of occupation or one or more common bonds of association or any combination thereof with no limitation on the number of members, if the employer or association is located in the geographic area of the credit union.
(d) A group formed with multiple common bonds of occupation or association may exceed 3,000 members, if the administrator determines in writing that such group could not feasibly or reasonably establish a new single common bond credit union because the group:
(1) Lacks sufficient volunteer and other resources to support the efficient and effective operation of a credit union;
(2) does not meet the criteria established by the administrator indicating a likelihood of success in establishing and managing a new credit union, including demographic characteristics such as geographical location of members, diversity of ages and income levels, and other factors that may affect the financial viability and stability of a credit union; or
(3) would be unlikely to be able to operate in a safe and sound manner.
(e) (1) A geographic area may include:
(A) A single political jurisdiction;
(B) multiple contiguous political jurisdictions if the aggregate total of the population of the geographic area does not exceed 2,500,000, as determined by official state population figures for the state of Kansas, or any portion thereof, that are identical to the decennial census data from the actual enumeration conducted by the United States bureau of the census and used for the apportionment of the United States house of representatives in accordance with K.S.A. 11-304, and amendments thereto.
(2) No geographic area shall consist of the entire state of Kansas.
(f) (1) No credit union shall change or alter its field of membership except as provided in this section. Before a credit union can alter or change its field of membership, such credit union shall file, or cause to be filed, with the administrator, an application for amendment to its field of membership. The application shall include:
(A) Documentation showing that the proposed area or groups to be served meets the statutory requirements for field of membership set forth in this statute;
(B) pro forma financial statements for the first two years after the proposed alteration of or change in field of membership, including any assumption regarding growth in membership, shares, loans and assets;
(C) a marketing plan addressing how the proposed field of membership will be served;
(D) the financial services to be provided to the credit union's members;
(E) a local map showing the location of both current and proposed headquarters and branches; and
(F) the anticipated financial impact on the credit union in terms of need for additional employees and fixed assets.
(2) (A) The application shall also include a proof of publication of the notice that the affected credit union intends to file or has filed an application to alter or change its field of membership. Such notice shall be in the form prescribed by the administrator and shall at a minimum contain the name and address of the applicant credit union and a description of the proposed alteration of or change in the field of membership.
(B) The notice shall be published for two consecutive weeks in the Kansas register. The required publications shall occur within 60 days of and prior to the effective date of the proposed change. The applicant shall provide proof of publication to the administrator.
(g) For the purposes of this section, "political jurisdiction" means a city, county, township or clearly identifiable neighborhood.
History: L. 1929, ch. 141, § 5; L. 1951, ch. 204, § 2; L. 1972, ch. 57, § 2; L. 2008, ch. 81, § 2; L. 2009, ch. 66, § 1; L. 2021, ch. 2, § 8; July 1.
(a) (1) The membership shall consist of the organizers and such persons, societies, associations, copartnerships and corporations as have been duly elected to membership and have subscribed to one or more shares and have paid for the same, and have complied with such other requirements as the articles of incorporation may contain.
(2) Once a person becomes a member of the credit union, such person may remain a member of the credit union until the person chooses to withdraw or is expelled from the membership of the credit union.
(3) Members of a credit union also may include the following:
(A) The spouse of any person who died while such person was within the field of membership of the credit union;
(B) any employee of the credit union;
(C) any person who retired from any qualified employment group within the field of membership;
(D) any person of a volunteer group recognized by the management of the association or employee group within the field of membership and such person: (i) Has completed a training program offered by the volunteer group to further its goals; (ii) serves on the board of the volunteer group; or (iii) serves as an officer of the volunteer group;
(E) any member of such person's immediate family or household;
(F) any organization whose membership consists of persons within the field of membership; and
(G) any corporate or other legal entity within the field of membership as identified in the charter, articles of incorporation or bylaws of the credit union.
(4) For the purposes of paragraph (3)(E):
(A) Except as provided in subparagraph (B), the term "immediate family or household" shall mean spouse, parent, stepparent, grandparent, child, stepchild, sibling, grandchild or former spouse and persons living in the same residence maintaining a single economic unit with persons within the credit union's field of membership.
(B) If the credit union's bylaws adopted a definition of immediate family before June 30, 2008, the credit union may use that definition. A credit union may adopt a more restrictive definition of immediate family or household.
(C) If authorized in the credit union's bylaws, a member of the immediate family or household is eligible to join even when the eligible member has not joined the credit union.
(b) (1) Credit union organizations shall be limited to:
(A) A group having a single common bond of occupation or association;
(B) a group having multiple common bonds of occupation or association or any combination thereof. No such group shall have a membership of more than 3,000 except as permitted in subsection (c) or (d); or
(C) persons residing, working or worshiping in or organizations located within a geographic area.
(2) A common bond of occupation may include employees of the same employer, workers under contract with the same employer, businesses paid by the same employer on a continuing basis or employees in the same trade, industry or profession.
(3) A common bond of association may include members and employees of a recognized association as defined in such association's charter, bylaws or other equivalent document.
(c) A credit union which chooses to be limited as provided in subsection (b)(1)(C) may include one or more common bonds of occupation or one or more common bonds of association or any combination thereof with no limitation on the number of members, if the employer or association is located in the geographic area of the credit union.
(d) A group formed with multiple common bonds of occupation or association may exceed 3,000 members if the administrator determines in writing that such group could not feasibly or reasonably establish a new single common bond credit union because the group:
(1) Lacks sufficient volunteer and other resources to support the efficient and effective operation of a credit union;
(2) does not meet the criteria established by the administrator indicating a likelihood of success in establishing and managing a new credit union, including demographic characteristics such as geographical location of members, diversity of ages and income levels, and other factors that may affect the financial viability and stability of a credit union; or
(3) would be unlikely to be able to operate in a safe and sound manner.
(e) (1) A geographic area may include:
(A) A single political jurisdiction;
(B) multiple contiguous political jurisdictions if the aggregate total of the population of the geographic area does not exceed 500,000, except as provided in subparagraph (C) or in subsections (i), (j), (k) and (l); or
(C) if the headquarters of the credit union is located in a MSA, the geographic area may include one or more political jurisdictions which share a common border to the MSA if the aggregate total of the population of the geographic area does not exceed 1,000,000. The maximum population available for any credit union whose headquarters is located within a MSA shall be adjusted by the administrator based upon the population data for the largest MSA in the state of Kansas, or any portion thereof located within the state of Kansas. The maximum population available for any credit union whose headquarters is located within a MSA shall be determined by multiplying the population of the largest MSA in the state of Kansas, or that portion of such MSA located within the state of Kansas if the boundaries of such MSA extend outside the state of Kansas, as determined by the most recent population data, by the fraction having a numerator of 1,000,000 and a denominator of 750,000 for the purposes of this section, the administrator shall use population data as defined in subsection (g).
(2) Except as provided in subsections (i), (j), (k) and (l), from and after July 1, 2008, no geographic area shall consist of any congressional district or the entire state of Kansas.
(f) (1) Except as provided in subsections (i), (j), (k) and (l), from and after July 1, 2008, no credit union shall change or alter its field of membership except as provided in this section. Before a credit union can alter or change its field of membership, such credit union shall file, or cause to be filed, with the administrator, an application for amendment to its field of membership. The application shall include:
(A) Documentation showing that the proposed area or groups to be served meets the statutory requirements for field of membership set forth in this statute;
(B) pro forma financial statements for the first two years after the proposed alteration of or change in field of membership, including any assumption regarding growth in membership, shares, loans and assets;
(C) a marketing plan addressing how the proposed field of membership will be served;
(D) the financial services to be provided to the credit union's members;
(E) a local map showing the location of both current and proposed headquarters and branches; and
(F) the anticipated financial impact on the credit union in terms of need for additional employees and fixed assets.
(2) (A) The application shall also include a proof of publication of the notice that the affected credit union intends to file or has filed an application to alter or change its field of membership. Such notice shall be in the form prescribed by the administrator and shall at a minimum contain the name and address of the applicant credit union and a description of the proposed alteration of or change in the field of membership.
(B) The notice shall be published for two consecutive weeks in the Kansas register. The required publications shall occur within 60 days of and prior to the effective date of the proposed change. The applicant shall provide proof of publication to the administrator.
(g) For the purposes of this section:
(1) "MSA" means a metropolitan statistical area as defined by the United States department of commerce that has more than one county located in Kansas. If the boundaries of such MSA extend outside the state of Kansas only that portion of such MSA located within the state of Kansas shall be considered for the purposes of this section.
(2) "Political jurisdiction" means a city, county, township or clearly identifiable neighborhood.
(3) "Population data" means official state population figures for the state of Kansas, or any portion thereof, which are identical to the decennial census data from the actual enumeration conducted by the United States bureau of the census and used for the apportionment of the United States house of representatives in accordance with K.S.A. 2025 Supp. 11-201a, and amendments thereto.
(h) No increase in the population reflected by the population data shall require a modification to a field of membership as in existence on June 30, 2008.
(i) Notwithstanding any other provisions of this section, any person, including any member of such person's immediate family or household, or organization that is a member of any credit union which was in existence on June 30, 2008, may continue to be a member of such credit union after such date. For the purposes of this subsection, if the term "member" refers to an individual, the term member may include any other person who is a member of such individual's immediate family or household as specified in subsection (a).
(j) (1) Notwithstanding any other provisions of this section:
(A) Any branch of a credit union that is in existence as of February 1, 2008, may continue to operate in the county where it is located on and after June 30, 2008. If such branch is unable to continue operations due to a natural disaster, eminent domain proceedings, loss of lease, loss of sponsor space or any condition outside of the control of the credit union, the credit union may establish a replacement branch in that county.
(B) Any credit union that has taken an overt step toward the construction of a new building, facility or branch on or before February 1, 2008, may continue to construct and operate the new building, facility or branch in the city in which such new building, facility or branch is located even if the construction is not completed on or before June 30, 2008. If such branch is unable to continue operations due to a natural disaster, eminent domain proceedings, loss of lease, loss of sponsor space or any condition outside of the control of the credit union, the credit union may establish a replacement branch in that city.
(2) For the purposes of this subsection, the term "overt act" includes the:
(A) Purchase of or entering into a contract for the purchase of any necessary tract of land for the location of such new building, facility or branch of an existing credit union.
(B) Acquisition or lease of a building for the purpose of housing a new facility or branch of an existing credit union.
(C) Adoption of architectural drawings for the construction of a new building, facility or branch of an existing credit union.
(D) Adoption of architectural drawings for the renovation of an existing building for use as a facility or branch of an existing credit union.
(k) Notwithstanding any other provisions of this section, a member of any occupation or association group whose members constituted a portion of the membership of any credit union as of February 1, 2008, shall continue to be eligible to become a member of that credit union, by virtue of membership in that group on and after June 30, 2008. For purposes of this subsection, a patron of an organization is eligible for membership if such patron is an individual who uses the products and services of the organization which is included in the field of membership of the credit union at the time the patron applies for membership in the credit union.
(l) Notwithstanding any other provisions of this section, any credit union:
(1) That has been granted a field of membership on or before February 1, 2008, which includes the entire state of Kansas or its residents shall, on or before January 1, 2009, adopt a field of membership that may include multiple contiguous political jurisdictions having an aggregate total population not to exceed 1,000,000. The population of the county of any branch of such credit union not located within the adopted field of membership shall not be included in the 1,000,000 population total. Any credit union with its headquarters located in a county that is not part of a MSA shall not include more than one MSA in its entirety in its adopted field of membership.
(2) With its headquarters located within a MSA as of February 1, 2008, may continue to include multiple contiguous political jurisdictions that were included in its field of membership as of February 1, 2008, if the aggregate total population of such multiple contiguous political jurisdictions does not exceed 1,000,000. If the field of membership of any credit union involves multiple contiguous political jurisdictions that have an aggregate total population that exceeds 1,000,000 as of February 1, 2008, then such credit union shall, on or before January 1, 2009, adopt a field of membership that may include multiple contiguous political jurisdictions having an aggregate total population which does not exceed 1,000,000. The population of the county of any branch of such credit union not located within the adopted field of membership shall not be included in the 1,000,000 population total.
(3) With headquarters located in a county that is not part of a MSA may continue to include multiple contiguous political jurisdictions that were included in its field of membership as of February 1, 2008, if the aggregate total population of such multiple contiguous political jurisdictions does not exceed 1,000,000 population total. If the field of membership of any credit union involves multiple contiguous political jurisdictions that have an aggregate total population that exceeds 1,000,000 as of February 1, 2008, then such credit union shall, on or before January 1, 2009, adopt a field of membership that may include multiple contiguous political jurisdictions having an aggregate total population which does not exceed 1,000,000 population total. The population of the county of any branch of such credit union not located within the adopted field of membership shall not be included in the 1,000,000 population total. The adopted field of membership of such credit union shall not include more than one MSA in its entirety.
History: L. 1929, ch. 141, § 5; L. 1951, ch. 204, § 2; L. 1972, ch. 57, § 2; L. 2008, ch. 81, § 2; L. 2009, ch. 66, § 1; L. 2021, ch. 37, § 4; July 1.
(a) Credit unions shall be subject to the exclusive supervision of the administrator and shall make and keep current such books and records, prepare reports and establish plans and programs concerning the safety and soundness of the credit union as may be required by rules and regulations adopted by the administrator and shall make a report of condition to the administrator at least semiannually, on blank forms to be supplied by the administrator, notice of which reports shall be sent out by the administrator. Returns shall be verified under oath of the president or chairperson of the board, whomever has been elected by the board of directors pursuant to K.S.A. 17-2209, and amendments thereto, and treasurer, and additional reports may be required by the administrator. Copies of a current balance sheet shall be furnished without charge by the administrator to any person upon request. Any credit union that neglects to make the above reports shall be fined up to $50 for each day of such neglect at the discretion of the administrator.
(b) Each credit union shall be examined at least once every 18 months by the administrator or the administrator's duly authorized deputy or agent. In lieu of any particular examination, the administrator may accept an examination report made by or under the authority of the national credit union administration or its successor or successors, by any such other appropriate federal agency or by an independent auditor or certified public accountant licensed to do business in the state of Kansas if such audit and report meet the standards that the administrator may adopt by rules and regulations. The administrator may order other examinations, and the administrator's agents shall at all times be given free access to all books, papers, securities and other sources of information with respect to the credit union. The administrator shall have the power to subpoena witnesses, compel their attendance, require the production of evidence, administer oaths and examine any person under oath in connection with any subject relating to a duty imposed upon or a power vested in the administrator. If a credit union neglects to make the required reports or to pay the charges required, including charges for delay in filing reports, for 15 days, the administrator shall notify the credit union of the administrator's intention to revoke the certificate of approval. If the neglect or failure continues for another 15 days, the administrator may revoke the certificate of approval and shall cause one of the administrator's agents to take possession of the business of such credit union and retain possession until such time as the administrator may permit such credit union to resume business or its affairs are finally liquidated.
(c) The administrator may issue cease and desist orders or orders for corrective action or both, if the administrator determines that a credit union is engagedor has engaged in an unsafe or unsound practice, or is violating or has violated any law, rules and regulations or any condition imposed in writing by the administrator or any written agreement made with the administrator.
(d) If the administrator determines that a credit union is insolvent, is in a deteriorating condition, as defined in rules and regulations adopted by the administrator, or, within a reasonable time, has failed to comply with any order mailed to the last address filed by the credit union with the administrator, the administrator, as conservator or liquidating agent, pursuant to any order shall immediately, or within a reasonable time thereafter, take possession of or appoint an agent to take possession of the business and property of the credit union and retain possession, as conservator or as liquidating agent, until such time as the administrator may permit it to resume business or its affairs are finally liquidated.
(e) The administrator may approve an emergency merger in accordance with K.S.A. 17-2228, and amendments thereto, without regard to field of membership or other legal restraints. The credit union to be merged shall have a current CAMEL rating of 4 or 5, or the recognized regulatory equivalent thereof as defined in rules and regulations promulgated by the administrator, and be determined to be undercapitalized in accordance with regulatory standards as determined by the administrator by rules and regulations. The field of membership of the merged credit union will be retained by the continuing credit union resulting from the merger.
(f) Each credit union shall pay to the administrator a fee for examination, established in accordance with this subsection. Prior to June 1 of each year, the administrator, after advising the credit union council, shall establish such annual fees as the administrator determines to be sufficient to meet the budget requirements of the department of credit unions for the fiscal year beginning July 1. Such fees shall be due and payable 30 days after receipt of billing from the department of credit unions.
(g) For a corporate credit union, the administrator may accept an audit report by a certified public accountant in lieu of the credit union departmental examination of such credit union. If the administrator accepts a certified public accountant audit in lieu of the administrator's examination of such corporate credit union, the administrator may assess such corporate credit union a fee established in accordance with subsection (f).
(h) All administrative proceedings instituted or conducted by the administrator pursuant to this act shall be conducted in accordance with the Kansas administrative procedure act, K.S.A. 77-501 et seq., and amendments thereto.
(i) The administrator, as conservator or liquidating agent:
(1) By operation of law, shall succeed to all rights, titles, powers and privileges of the credit union, and of any member, account holder, officer or director of such credit union with respect to the credit union and the assets of the credit union;
(2) shall take over the assets of and operate the credit union with all the powers of the members or shareholders, the directors and the officers of the credit union and shall be authorized to conduct all business of the credit union;
(3) may collect all obligations and money due the credit union;
(4) may perform all functions of the credit union in the name of the credit union which is consistent with the appointment as conservator or liquidating agent;
(5) shall preserve and conserve the assets and property of such credit union;
(6) may fix a reasonable amount for compensation of the conservator or liquidating agent as an expense of operation or liquidation of the credit union;
(7) may take such actions as may be necessary to put the credit union in a sound and solvent condition;
(8) may take such action as may be appropriate to carry on the business of the credit union and preserve and conserve the assets and property of the credit union; and
(9) as liquidating agent, place the credit union in liquidation and proceed to realize upon the assets of the credit union and liquidate such credit union in accordance with the provisions of K.S.A. 17-2230, and amendments thereto.
(j) A credit union approved to do business in this state under K.S.A. 17-2223a, and amendments thereto, shall pay to the administrator the same fees for examination that a state-chartered credit union is required to pay under the provisions of subsection (f). Such fees shall be paid in accordance with the provisions of subsection (f).
History: L. 1929, ch. 141, § 6; L. 1933, ch. 154, § 1; L. 1949, ch. 190, § 1; L. 1955, ch. 138, § 2; L. 1957, ch. 152, § 1; L. 1959, ch. 118, § 1; L. 1963, ch. 140, § 1; L. 1966, ch. 33, § 1 (Budget Session); L. 1968, ch. 160, § 4; L. 1972, ch. 59, § 1; L. 1975, ch. 136, § 5; L. 1976, ch. 106, § 1; L. 1977, ch. 76, § 1; L. 1980, ch. 79, § 1; L. 1980, ch. 270, § 3; L. 1982, ch. 102, § 2; L. 1987, ch. 86, § 1; L. 1992, ch. 225, § 2; L. 1995, ch. 128, § 2; L. 2005, ch. 36, § 1; L. 2008, ch. 81, § 3; L. 2019, ch. 22, § 7; July 1.
On and after July 1, 1972, and in every case occurring heretofore and hereafter, in which funds due to creditors, depositors and shareholders on liquidation of institutions under the jurisdiction of the credit union administrator under K.S.A. 17-2206 and 17-2230, and amendments thereto, are undelivered, they shall, together with accrued interest, if any, be paid to the credit union administrator, who shall remit such payments to the state treasurer, in accordance with the provisions of K.S.A. 75-4215, and amendments thereto, and credit such individual creditors, depositors or shareholders account in the undistributed assets of defunct credit union fund ledger. The state treasurer shall deposit the entire amount in the state treasury to the credit of the undistributed assets of defunct credit unions fund which is hereby created. Such fund shall be used only for refunds and payments of amounts due creditors, depositors and shareholders on claims filed with and approved by the credit union administrator. Any balance remaining in the fund from any single defunct credit union five years, during which time no person entitled thereto shall have appeared to claim such funds, shall be transferred by the credit union administrator to the state general fund and appropriate entries made in the individual creditors, depositors or shareholders record, showing the date and disposition of the funds and shall further recite that they were transferred by reason of this statute of limitation.
History: L. 1972, ch. 62, § 1; L. 2001, ch. 5, § 59; July 1.
The credit union fiscal year shall end at the close of business on December 31. The annual meeting and any special meetings of the members of the credit union shall be held in accordance with the credit union's bylaws.
History: L. 1929, ch. 141, § 7; L. 1959, ch. 117, § 2; L. 1982, ch. 102, § 3; L. 1997, ch. 5, § 1; L. 2019, ch. 22, § 8; July 1.
(a) Annually the members of the credit union shall elect members of a board of directors as shall be provided in the bylaws. The bylaws shall state the manner of appointment or election of a supervisory committee. If the bylaws provide for a credit committee, the credit committee may be appointed by the board of directors or elected by the members of the credit union. All directors and committee members shall be chosen from the membership. Directors and committee members shall hold office for such terms as may be provided in the bylaws.
(b) One member of the supervisory committee may be a director other than the treasurer. Regular terms of supervisory committee members shall be for such term as shall be provided in the bylaws and until the selection and qualification of their successors.
(c) All members of the board and committees and all officers shall be sworn and shall hold their several offices for such terms as may be provided in the bylaws. The oath shall be subscribed by the individual taking it and certified by the officer before whom it is taken and shall immediately be transmitted to the administrator and filed and preserved in the administrator's office.
(d) The board of directors may suspend or remove any or all members of the credit and supervisory committees for failure to perform their duties. The suspended committee member may appeal their suspension. Such appeal shall be acted upon by the members of the credit union at a meeting of the members that shall be held within 60 days after such suspension. Any person suspended shall have the right to appear and be heard at such meeting. Any vacancy shall be filled in accordance with the credit union's bylaws.
History: L. 1929, ch. 141, § 8; L. 1957, ch. 152, § 2; L. 1965, ch. 153, § 1; L. 1968, ch. 160, § 5; L. 1977, ch. 77, § 1; L. 1982, ch. 102, § 4; L. 2012, ch. 25, § 1; L. 2019, ch. 22, § 9; L. 2024, ch. 11, § 5; July 1.
(a) At the first meeting and at each first meeting in the fiscal year following the annual meeting of the credit union, the board of directors shall elect from their own number an executive officer who may be designated as chairperson of the board or president, a vice-chairperson of the board or one or more vice-presidents, a treasurer and a secretary, of whom the last two may be the same individual, and the persons so elected shall be the executive officers of the corporation.
(b) The board of directors shall:
(1) Set the par value of shares, if any, of the credit union.
(2) Set the minimum of shares, if any, required for membership.
(3) Designate those persons or positions authorized to execute or certify documents or records on behalf of the credit union.
(4) Authorize the purchase of adequate fidelity and insurance coverage for officers, directors, committee members and employees and for losses caused by persons outside the credit union for which the credit union may be liable.
(5) Authorize the employment and compensation of the chief executive officer.
(6) Approve an annual operating budget for the credit union.
(7) Authorize the conveyance of real property.
(8) Review and approve the annual audit.
(9) Appoint any committees deemed necessary.
(10) Establish conditions under which a member may be removed for cause.
(11) Perform such other duties or authorize any action not inconsistent with the state credit union code.
(c) In addition, unless delegated, the board shall:
(1) Establish policies under which the credit union may borrow, lend and invest money to carry on the functions of the credit union.
(2) Act upon applications for membership in the credit union.
(3) Establish the loan policies under which loans may be approved.
(4) Declare dividends on shares and set the rates of interest on deposits.
(5) Determine the amount that may be loaned to a member, together with the terms and conditions of the loan.
(6) Approve the charge-off of credit union losses.
(d) No member of the board of directors or of the credit or supervisory committee shall receive any compensation as a member of the board or committee. The provision of reasonable life, health, accident, disability and similar insurance protection for a director or committee member shall not be considered compensation. Directors and committee members, while on official business of the credit union, may be reimbursed for necessary expenses incidental to the performance of the business. The credit union may compensate any director, committee member or officer for loss of salary or wages due to the performance of business on behalf of the credit union.
History: L. 1929, ch. 141, § 9; L. 1951, ch. 204, § 3; L. 1957, ch. 152, § 3; L. 1963, ch. 140, § 2; L. 1965, ch. 153, § 2; L. 1968, ch. 160, § 6; L. 1973, ch. 94, § 1; L. 1982, ch. 102, § 5; L. 1992, ch. 225, § 3; L. 2019, ch. 22, § 10; July 1.
The credit committee, credit manager, or loan officer shall have the general supervision of all loans to members. The credit committee, credit manager or loan officer may approve or disapprove loans, subject to written policies established by the board of directors. The president or general manager or a designee thereof may serve as the credit manager.
History: L. 1929, ch. 141, § 10; L. 1941, ch. 181, § 2; L. 1959, ch. 117, § 3; L. 1976, ch. 107, § 1; L. 1982, ch. 103, § 3; L. 2012, ch. 25, § 2; L. 2019, ch. 22, § 11; July 1.
(a) The supervisory committee shall supervise the acts of the board of directors, credit committee and officers. The supervisory committee may suspend by a
2/3 vote any officer of the credit union or any member of the credit committee or the board of directors, until the next meeting of the members of the credit union, which meeting shall be held within 60 days after such suspension and at which meeting such suspension shall be acted upon by the members of the credit union. Any person suspended shall have the right to appear and be heard at the meeting.
(b) The committee shall fill vacancies in their own number until the next annual meeting of the members or vacancies shall be filled in such a manner as is provided in the bylaws.
(c) Subject to rules and regulations adopted by the administrator, the supervisory committee shall make or cause to be made a thorough annual audit of the receipts, disbursements, income, assets and liabilities of the credit union and shall make a full report to the directors, which report shall be presented at the annual meeting and shall be filed and preserved with the records of the credit union. The supervisory committee shall make or cause to be made such supplementary audits as it deems necessary or as may be ordered by the administrator, and submit reports of the supplementary audits to the board of directors. The administrator may accept in lieu of any required audit, an audit by a certified public accountant or other independent accountant.
History: L. 1929, ch. 141, § 11; L. 1941, ch. 181, § 3; L. 1957, ch. 152, § 4; L. 1965, ch. 153, § 3; L. 1970, ch. 87, § 1; L. 1981, ch. 101, § 3; L. 1989, ch. 77, § 1; L. 1995, ch. 128, § 3; L. 2012, ch. 25, § 3; L. 2019, ch. 22, § 12; July 1.
(a) The capital of a credit union shall consist of the payments that have been made to such credit union on all types of shares. A credit union shall have a lien and right of setoff on the shares and on the dividends or other earnings payable thereon for and to the extent of any obligation of the member or other shareholder and of any dues and fines payable by the member or other shareholder. A credit union, upon the resignation or expulsion of a member, may cancel the shares of such member and apply the withdrawal value of such shares toward the liquidation of the member's indebtedness.
(b) A credit union may charge a membership fee, as may be established by the board of directors. Fully paid-up shares of a credit union may be transferred to any person upon election to membership, upon such terms as the board may establish. Any money received in the share account of any member which has not matured to one full share within a three-year period shall be refunded to such member. If such member cannot be located after due diligence by the officer in charge of operations or other authorized person or employee, such money shall be transferred to the reserve fund. Such due diligence shall include the sending to the member at the last known address of the member a notice of the intended action to transfer money to the reserve fund. For the purposes of this section, the last known address of the member is the address given by the member in any writing signed by the member and shown on the records of the credit union. Unless and until the member notifies the credit union of a new or different address, the given address is presumed to be unchanged.
(c) At such time as the location of the member, beneficiary or other person named on any share account is unknown to the credit union and there has not been any activity generated by the member, shareholder, or other person named on the account for 12 months or longer, such account may be considered a dormant account and may be placed in a separate grouping under a control system which will adequately identify such accounts. Adequate controls shall be established to determine the validity of significant activity on dormant accounts. This subsection shall be subject to the provisions of K.S.A. 58-3901* et seq., and any amendments thereto.
History: L. 1929, ch. 141, § 12; L. 1951, ch. 204, § 4; L. 1982, ch. 102, § 6; L. 1992, ch. 225, § 4; July 1.
(a) Any credit union may receive money for the payment of shares from minors or in the name of minors and may pay the same to such minors whether or not the minors are emancipated until receiving a certified copy of the appointment of a legal guardian of such minor. Payments so made shall discharge the credit union forever from any further liability on account of such shareholdings for the money so paid by the credit union.
(b) Shares may be issued in the name of a minor and in trust in such way and manner as bylaws provide. All types of shares may be held in the name of a member in trust for a beneficiary or beneficiaries or in the name of a nonmember in trust for a beneficiary who is a member. Beneficiaries may be minors, but no beneficiary unless a member shall be permitted to vote, obtain loans, hold office or be required to pay an entrance or membership fee. Payment of part or all of such a trust account to the party in whose name the account is held shall, to the extent of such payment, discharge the liability of the credit union to that party and to the beneficiary and the credit union shall be under no obligation to see to the application of such payment. In the event of death of the party in whose name a trust account is held the funds shall be paid to the beneficiary.
(c) A member may designate any person or persons, including minors, to hold shares with such member in joint tenancy with the right of survivorship, but no joint tenant, unless a member shall be permitted to vote, obtain loans, or hold office or be required to pay an entrance fee or membership fee. Such joint tenancy shareholdings or any part thereof or any dividends or earnings due or payable thereon may be paid to or on order of any joint tenant, whether the other or others be living or not; and the receipt, order, or acquittance of the persons so paid shall be a valid and sufficient release and discharge to the credit union for any payment so made.
(d) A credit union is authorized to act as trustee or custodian, and may receive reasonable compensation for so acting, under any written trust instrument or custodial agreement created or organized in the United States and forming part of a pension plan which qualifies or qualified for specific tax treatment under section 401(d) or 408 of the internal revenue code, for its members or groups or organizations of its members, provided the funds of such plans are invested in share accounts or share certificate accounts of the credit union.
The plan shall provide for the appointment of a successor trustee or custodian by a person, committee, corporation or organization other than the credit union or any person acting in a capacity as a director, employee or agent of the credit union, upon notice from the credit union or the administrator that the credit union is unwilling or unable to continue to act as trustee or custodian.
History: L. 1929, ch. 141, § 13; L. 1963, ch. 140, § 8; L. 1982, ch. 102, § 7; L. 1983, ch. 83, § 1; July 1.
(a) Subject to rules and regulations prescribed by the administrator, corporate credit unions shall have the following additional powers to:
(1) Provide access for its shareholders on a mutual basis to financial systems and the services and products of financial institutions;
(2) provide its shareholders with research and consulting services concerning financial matters, institutions and products;
(3) provide financial system support services and facilities;
(4) establish and execute financial programs to assist its shareholders in meeting their needs;
(5) provide safekeeping or trustee services to or on behalf of its shareholders;
(6) issue shares or classes of shares with such terms and conditions as may vary from other shares authorized by this act as the administrator shall approve including, but not limited to, and notwithstanding the provisions of K.S.A. 17-2230, and amendments thereto, the subordination of such shares to other shares of the credit union without reducing the liability on all other shares, except that, such shares shall have a redemption priority in liquidation or termination of membership no earlier than provided to other shares authorized by this act; and
(7) purchase from or sell to its members participation interests in loans made by the corporate credit union or its members.
(b) A corporate credit union may lend to each member no more than 25% of the corporate credit union's assets, except that other credit unions, operating under the provisions of this act, may lend to each other only with the approval of the administrator, up to 25% of the shares, undivided earnings and reserves of the lending credit union.
(c) Subject to written policies adopted by its board of directors and approved by the administrator, a corporate credit union may:
(1) Make loans to*;
(2) receive payments on shares, share certificates or investments in any other account of the corporate credit union from; or
(3) invest its funds in shares, stock or obligations of, organizations established to provide operational and financial services associated with the routine operations of credit unions.
Any investments in the capital stock of or loans to such organizations shall not exceed, in the aggregate, 2% of such credit union's shares and unimpaired capital.
History: L. 1929, ch. 141, § 14; L. 1951, ch. 204, § 5; L. 1965, ch. 153, § 4; L. 1968, ch. 160, § 7; L. 1970, ch. 88, § 1; L. 1973, ch. 85, § 134; L. 1988, ch. 97, § 1; L. 1992, ch. 225, § 5; L. 2019, ch. 22, § 13; July 1.
A credit union shall have the power to borrow from any source, subject to special orders of or in accordance with such rules and regulations as may be prescribed by the administrator, but the total of such borrowing shall at no time exceed 50% of the shares, undivided earnings and reserves of the borrowing credit union. Any credit union may discount with or sell to any federal intermediate credit bank any eligible obligations up to the amount of its shares and share certificates.
History: L. 1929, ch. 141, § 15; L. 1981, ch. 101, § 4; L. 2019, ch. 22, § 14; July 1.
For a corporate credit union, the power to borrow shall be increased by the amount of investments of such credit union in government securities, and, further, the administrator may authorize borrowing in excess thereof.
History: L. 1973, ch. 93, § 2; L. 1992, ch. 225, § 6; July 1.
(a) Subject to rules and regulations of the administrator, a credit union may loan to its members, as provided, for such purposes and upon such security as the bylaws may provide and the credit committee, credit manager or duly authorized loan officer shall approve. Loans to members shall be made in conformity with criteria established by the board of directors. No loan shall be made in excess of 10% of the credit union's total assets.
(b) Any loan secured by the insurance or guarantee of, or with advance commitment to purchase the loan by the federal government, a state government or any agency of either may be made under the terms and conditions specified in the law under which such insurance, guarantee or commitment is provided.
History: L. 1929, ch. 141, § 16; L. 1941, ch. 181, § 4; L. 1949, ch. 190, § 2; L. 1951, ch. 204, § 6; L. 1953, ch. 131, § 1; L. 1959, ch. 117, § 4; L. 1963, ch. 140, § 3; L. 1965, ch. 153, § 5; L. 1972, ch. 60, § 1; L. 1976, ch. 108, § 1; L. 1981, ch. 101, § 5; L. 1983, ch. 83, § 2; L. 1992, ch. 225, § 7; L. 2013, ch. 41, § 1; L. 2019, ch. 22, § 15; July 1.
Subject to rules and regulations of the administrator, a credit union may make loans to its directors, credit committee members and supervisory committee members or other members for which the director or committee member acts as guarantor or endorser who are not employees only if:
(a) Such a loan complies with all lawful requirements under the credit union law with respect to loans to other borrowers and is not on terms more favorable than those extended to other borrowers;
(b) in the case where, upon the making of the loan, the aggregate of loans outstanding to the borrower exceeds by $100,000 the total amount of shares, share certificates and other shareholdings in any credit union, not otherwise encumbered or pledged, which are pledged as security for the loans of the borrower, the loan is approved by the credit committee or duly authorized loan officer and the board of directors; and
(c) the borrower takes no part in the consideration of the application and does not attend any committee or board meeting while the application is under consideration.
History: L. 1976, ch. 108, § 2; L. 1981, ch. 101, § 6; L. 1983, ch. 83, § 3; L. 1992, ch. 225, § 8; L. 1997, ch. 5, § 2; L. 2013, ch. 41, § 2; L. 2019, ch. 22, § 16; July 1.
All entrance fees, transfer fees and charges shall, after the payment of the organization expenses, be known as reserve income, and shall be added to the reserve fund of the credit union. At the close of the fiscal year or each dividend paying period there shall be set apart to the reserve fund, such sums as are provided for in this section.
(a) A credit union shall comply with the reserve requirements of the national credit union administration rules and regulations, 12 C.F.R. § 702 in effect on the effective date of this act, or any later version as adopted by the administrator in rules and regulations.
(b) A corporate credit union shall comply with the reserve requirements of the national credit union administration rules and regulations, 12 C.F.R. § 704 in effect on the effective date of this act, or any later version as adopted by the administrator in rules and regulations.
(c) The reserve fund shall belong to the credit union and shall be held to meet losses on loans. Other losses may be charged to the reserve fund with prior approval of the credit union administrator. The reserve fund shall not be distributed to the members except upon dissolution of the credit union.
History: L. 1929, ch. 141, § 17; L. 1941, ch. 181, § 5; L. 1965, ch. 153, § 6; L. 1968, ch. 160, § 8; L. 1971, ch. 77, § 1; L. 1975, ch. 136, § 6; L. 1981, ch. 101, § 7; L. 1992, ch. 225, § 9; L. 2001, ch. 84, § 1; L. 2019, ch. 22, § 17; July 1.
After providing for required reserves, the board of directors may declare a dividend to be paid from the net earnings or from other funds set aside for dividends at such intervals and in such a manner as the board of directors may authorize.
History: L. 1929, ch. 141, § 18; L. 1959, ch. 117, § 5; L. 1963, ch. 140, § 4; L. 1965, ch. 153, § 7; L. 1968, ch. 160, § 9; L. 1969, ch. 125, § 1; L. 1972, ch. 61, § 1; L. 1978, ch. 79, § 1; L. 1981, ch. 102, § 1; July 1.
(a) Any member may be expelled from the credit union:
(1) By a 2/3 vote of the members present at any regularly called meeting of the membership; or
(2) in accordance with the provisions of subsection (b), by the president, general manager or any other credit union employee designated by the board of directors for a member's abuse of member account privileges, a member's act or failure to act which causes financial loss to the credit union, a member's failure to purchase shares and utilize loan or other services of the credit union, or a member's failure to comply with the credit union's adopted policy regarding expulsion. The president or general manager shall report the expulsion of a member at the next regularly scheduled board meeting.
(b) The board of directors of a credit union may adopt a policy with respect to expulsion from membership for any reason set forth in subsection (a)(2). If such a policy is adopted, notice of the policy as adopted and effective date of such policy shall be provided to each member of the credit union no fewer than 30 days prior to the effective date of such policy. In addition, each new member shall be provided notice of any such policy prior to or upon applying for membership. An expelled member shall be informed of the reason for expulsion and may appeal the expulsion to the board of directors by making a written request to the board of directors within 30 days of the expulsion.
(c) A member may withdraw from a credit union, as hereinafter provided, by filing a written notice of such intention. All amounts paid on shares of an expelled or withdrawing member, with any dividends credited to the member's shares to the date of expulsion, or withdrawal, shall be paid to the member, but only as funds become available and after deducting any amounts due to the credit union by the member. All shares of an expelled or withdrawing member, with any interest accrued, shall be paid to the member, subject to 60 days' notice, and after deducting any amounts due to the credit union by the member. The member, when withdrawing shares, shall have no further right in the credit union or to any of its benefits, but such expulsion or withdrawal shall not operate to relieve such member from any remaining liability to the credit union.
History: L. 1929, ch. 141, § 19; L. 1983, ch. 83, § 4; L. 1989, ch. 77, § 2; L. 1993, ch. 26, § 1; L. 2018, ch. 56, § 1; L. 2019, ch. 22, § 18; July 1.
History: L. 1929, ch. 141, § 20; Repealed, L. 1963, ch. 140, § 13; June 30.
A credit union may change its place of business within this state only with the written consent of the administrator.
History: L. 1929, ch. 141, § 21; L. 1968, ch. 160, § 10; March 26.
(a) After first applying for and obtaining the approval of the administrator, a credit union incorporated under the laws of this state, may establish and operate one or more branches or relocate an existing branch, in accordance with its stated field of membership as approved by the administrator. The application shall include proof of publication of notice that the applicant credit union intends to file or has filed an application to establish a branch or relocate an existing branch. The notice shall be published in a newspaper of general circulation in the county where the applicant credit union proposes to locate the branch. The notice shall be in the form prescribed by the administrator and at a minimum shall contain the name and address of the applicant credit union and the location of the proposed branch. The notice shall be published on the same day for two consecutive weeks.
(b) (1) If the credit union has a current CAMEL rating of 3, 4 or 5, or the recognized regulatory equivalent thereof as defined in rules and regulations promulgated by the administrator, the application shall also contain a solicitation for written comments and provide for a comment period of not less than 10 days after the date of the second publication. Upon receipt of the application and following expiration of the comment period, the administrator may hold a hearing in the county in which the applicant credit union seeks to operate the branch. The applicant shall publish notice of the time, date and place of such hearing in a newspaper of general circulation in the county where the applicant credit union proposes to locate the branch, not less than 10 nor more than 30 days prior to the date of the hearing, and proof of publication shall be filed with the administrator. At any such hearing, all interested persons shall be allowed to present written and oral evidence to the administrator, or the administrator's designee, in support of or in opposition to the branch. Upon completion of a transcript of the testimony given at any such hearing, the transcript shall be filed in the office of the administrator.
(2) If the administrator determines a public hearing is not warranted, the administrator shall approve or disapprove the application within 15 days after receipt of a complete application but not prior to the end of the comment period. If a public hearing is held, the administrator shall approve or disapprove the application within 60 days after consideration of the complete application and the evidence gathered during the administrator's investigation. The period for consideration of the application may be extended if the administrator determines the application presents a significant supervisory concern. If the administrator finds that:
(A) There is a reasonable probability of usefulness and success of the proposed branch;
(B) the proposed branch is in accordance with the applicant's field of membership approved by the administrator as set forth in K.S.A. 17-2205, and amendments thereto; and
(C) the applicant credit union's financial condition is sound, including an analysis of the loan portfolio to ensure that the applicant credit union is not exceeding the limitation on member business loans provided in 12 U.S.C. § 1757a, the new branch or relocation shall be granted, otherwise, it shall be denied.
(3) Within 15 days after any final action of the administrator approving or disapproving an application, the applicant, or any adversely affected or aggrieved person who provided written comments during the specified comment period, may request a hearing with the administrator. Upon receipt of a timely request, the administrator may conduct a hearing in accordance with the provisions of the Kansas administrative procedure act. Any decision of the administrator is subject to review in accordance with the Kansas judicial review act.
(c) The administrator may adopt rules and regulations necessary to implement this section.
History: L. 2008, ch. 81, § 1; L. 2010, ch. 17, § 39; L. 2019, ch. 22, § 19; July 1.
A credit union organized under K.S.A. 17-2201 to 17-2221, both sections inclusive, and acts amendatory thereof and supplemental thereto, may be converted into a federal credit union by complying with the following requirements:
(a) The proposition for such conversion shall first be approved by a majority of the directors of the credit union. The proposition then shall be submitted to a vote of its members, the notice of which shall be in writing and shall be delivered in person to each member, or shall be mailed to each member at the address for such member appearing on the records of the credit union, not more than 30 nor less than seven days prior to the time of the vote. Approval of the proposition for conversion shall be by the affirmative vote of a majority of the members voting on the proposition.
(b) A copy of a statement of the results of the vote, verified by the affidavits of the executive officer of the board and the secretary of the board, shall be filed with the administrator within 10 days after the vote.
(c) Promptly after the vote is taken and in no event later than 90 days after such vote, the credit union shall take such action as may be necessary under the federal credit union act to make it a federal credit union, and within 10 days after receipt of the federal credit union charter there shall be filed with the administrator a copy of the charter thus issued. Upon such filing the credit union shall cease to be a state credit union.
(d) Upon ceasing to be a state credit union, such credit union shall no longer be subject to any of the provisions of the state law under which the credit union was organized. The successor federal credit union shall be vested with all of the assets and shall continue responsible for all of the obligations of the state credit union to the same extent as though the conversion had not taken place.
History: L. 1959, ch. 119, § 1; L. 1961, ch. 120, § 1; L. 1968, ch. 160, § 11; L. 1983, ch. 83, § 5; July 1.
Any credit union organized under the laws of any other state or the government of the United States may apply for articles of incorporation under K.S.A. 17-2201, and acts amendatory thereof and supplemental thereto, by any seven persons who are members of said credit union and who are residents of the state of Kansas taking the steps provided for under said section. Upon application duly made as provided under said section, said credit union may be granted a charter under the laws of this state subject to revocation in event proper steps are not timely taken to surrender the charter of the other jurisdiction. The name of the credit union may be changed to comply with law. The granting of a corporate charter to such credit union shall be for all purposes a continuation of the same credit union except under a different name and a changed jurisdiction. A formal transfer of assets and liabilities shall be unnecessary but shall follow as a matter of law upon the compliance with this section.
History: L. 1961, ch. 120, § 2; June 30.
(a) Subject to the rules and regulations of the administrator, no credit union, except credit unions organized under the laws of the state of Kansas or the "federal credit union act," 12 U.S.C. § 1751 et seq., and amendments thereto, shall do business in this state until it has received the approval of the credit union administrator.
(b) The administrator shall require any such credit union to comply with the provisions of subsection (b) of K.S.A. 17-2206, and amendments thereto.
(c) If after a hearing or an opportunity for a hearing has been given such credit union in accordance with the provisions of the Kansas administrative procedure act, the administrator determines that such credit union has violated any provision of this act, the administrator may revoke such credit union's authority to do business in this state.
History: L. 1977, ch. 72, § 1; L. 1997, ch. 6, § 1; L. 2001, ch. 84, § 2; L. 2005, ch. 36, § 2; July 1.
History: L. 1963, ch. 140, § 5; Repealed, L. 2019, ch. 22, § 30; July 1.
History: L. 1963, ch. 140, § 6; Repealed, L. 2019, ch. 22, § 30; July 1.
(a) Credit unions may purchase, lease, hold or rent real estate and improvements thereon for their current or future use and occupancy.
(b) A credit union may purchase, rent, hold, contract for, acquire or lease any material, equipment or service which may be necessary or incidental to its operation.
(c) A credit union may rent or lease a portion of its building, fixed assets or property and may acquire, lease, hold, assign, pledge, sell or otherwise dispose of property or other assets, either in whole or in part, necessary or incidental to its operations and purposes.
History: L. 1963, ch. 140, § 7; L. 1965, ch. 153, § 8; L. 1968, ch. 160, § 12; L. 1982, ch. 103, § 4; L. 1987, ch. 86, § 2; L. 1992, ch. 225, § 10; L. 2019, ch. 22, § 20; July 1.
(a) All information secured or produced by the administrator in making an investigation or examination of any credit union shall be deemed confidential information.
(b) All such confidential information shall be the property of the state of Kansas and shall not be subject to disclosure except upon written approval of the administrator.
(c) Confidential information may be disclosed to federal or state agencies when necessary in the performance of their official duties or functions. No employees of such agencies may disclose such confidential information without express written authorization of the administrator.
(d) Confidential information may be disclosed to the private insurer of any credit union regarding the credit union insured by such insurer when necessary in the performance of their official duties or functions. No employees of such private insurer may disclose such confidential information without express written authorization of the administrator.
(e) Confidential information may be released to other third parties if, in the administrator's determination, good cause exists for the disclosure. The administrator shall give prior notice of intent to disclose such information to the affected credit union. No person or other third party may disclose such confidential information without express written authorization of the administrator.
(f) Confidential information shall not otherwise be disclosed except as rendered necessary by law or under order of the court in an action involving credit unions or in criminal actions.
History: L. 1963, ch. 140, § 9; L. 1968, ch. 160, § 13; L. 1971, ch. 78, § 1; L. 1975, ch. 136, § 7; L. 1976, ch. 105, § 2; L. 1992, ch. 225, § 11; L. 1993, ch. 26, § 2; July 1.
(a) Any credit union, with the approval of the administrator, may merge with another credit union under the charter of such other credit union, pursuant to any plan agreed upon by the majority of the board of directors of each credit union joining in the merger, and approved by the members of the merging credit union organized under the provisions of this act, either by the affirmative vote of a majority of those members present at a meeting of its members duly called for such purpose or by the affirmative vote in writing of a majority of its members who participate in the vote on the merger plan without a meeting. After such agreement by the directors and approval of the members of the merging credit union organized under the provisions of this act, the president or chairperson of the board and secretary of each credit union organized under the provisions of this act, shall execute a certificate of merger that shall set forth the following:
(1) The time and place of the meeting of the board of directors at which the plan was agreed upon;
(2) the vote in favor of adoption of the plan;
(3) a copy of the resolution or other action by which the plan was agreed upon;
(4) the time and place of the meeting of the members at which the plan agreed upon was approved; and
(5) the vote by which the plan was approved by the members.
(b) Such certificate of merger, a copy of the plan of merger agreed upon, and any necessary approvals or consents for a merging credit union organized under the provisions of any other jurisdiction shall be forwarded to the administrator. Upon receipt of these documents, the administrator shall determine whether the merger meets the statutory requirements for field of membership set forth in K.S.A. 17-2205, and amendments thereto. If the merger is approved, a copy of the certificate, certified by the administrator, shall be returned to the merging credit unions within 30 days. The date of certification of the merger by the administrator shall constitute the date of approval. Upon any such merger so effected, all property, property rights and interest of the merged credit union shall vest in the continuing credit union without deed, endorsement or other instrument of transfer, and all debts, obligations and liabilities of the merged credit union shall be deemed to have been assumed by the continuing credit union under whose charter the merger was effected.
(c) This section shall be construed, whenever possible, to permit a credit union chartered under any other act to merge with one chartered under this act or to permit one chartered under this act to merge with one chartered under any other act. The charter of the terminating credit union shall, upon merger, be canceled and voided by operation of law.
History: L. 1963, ch. 140, § 10; L. 1968, ch. 160, § 14; L. 1982, ch. 102, § 8; L. 1984, ch. 90, § 2; L. 1992, ch. 225, § 12; L. 2008, ch. 81, § 4; L. 2019, ch. 22, § 21; L. 2024, ch. 11, § 6; July 1.
(a) A credit union may sell all or any part of its assets to another credit union or it may purchase all or any part of the assets of another credit union in accordance with this section.
(b) The purchasing credit union may assume, as part of the purchase price, any or all of the liabilities of the selling credit union and may pay the balance in cash or by the issue of shares to the selling credit union of the members thereof whether or not such members are members of the purchasing credit union.
(c) The selling credit union shall enter into an agreement with the purchasing credit union containing the terms and conditions of the sale. If the assets being sold are valued at an amount greater than 10% of either the purchasing credit union's or the selling credit union's total amount of shares, undivided earnings and reserves, the selling credit union shall file a copy of the agreement with the administrator within one month after it is signed. The agreement shall be approved or disapproved by the administrator within 30 days, otherwise the same shall be deemed approved.
(d) In the event the agreement does not specify an effective date, the administrator may fix a date upon which it will become effective.
(e) If the selling credit union has disposed of all assets under the agreement, it shall cease to carry on business on the effective date of agreement, except for the purpose of winding up its affairs, and it shall dissolve as soon as possible thereafter, and all reserves shall go to the purchasing credit union under the terms and conditions of the agreement.
History: L. 1963, ch. 140, § 11; L. 1968, ch. 160, § 15; L. 2019, ch. 22, § 22; July 1.
(a)
Voluntary.
At a meeting especially called to consider the matter, a majority of the entire membership may vote to dissolve the credit union, provided a copy of the notice was mailed to the administrator at least 10 days prior thereto. Any member not present at such meeting may, within the next 20 days, vote in favor of dissolution by signing a statement in form approved by the administrator and such vote shall have the same force and effect as if cast at such meeting. The credit union shall thereupon immediately cease to do business except for the purposes of liquidation, and the executive officer of the board and secretary of the board shall, within five days following such meeting, notify the administrator of intention to liquidate and shall include a list of the names of the directors and officers of the credit union together with their addresses. Any credit union which has voted to enter into voluntary dissolution may by action of its board of directors make a written application to the administrator for the appointment of a liquidating agent and the administrator shall then exercise such powers of appointment, control and supervision of a liquidating agent as is provided in K.S.A. 17-2206, and amendments thereto, and liquidate such credit union in accordance with the provisions of this section.
(b)
Involuntary.
If it shall appear that any credit union is insolvent, or that it has violated any of the provisions of this act, the administrator may order such credit union to correct such condition and shall grant it a reasonable time under the circumstances of the case within which to comply, and failure to do so shall afford grounds for revocation of the corporate charter or the appointment of a conservator. When the administrator finds that a credit union is insolvent, the administrator, pursuant to order, shall become the conservator and may appoint an agent and require the agent to give such bond as the administrator deems proper. The administrator also shall fix reasonable compensation for the agent but the same shall be subject to approval of the district court of the county wherein such credit union is located upon application of any party in interest. The administrator may appoint as agent any person or the insurer or guarantee corporation required under K.S.A. 17-2246, and amendments thereto, for the credit union involved. Upon an order of the administrator to liquidate such credit union, such agent shall follow the liquidation procedure set out herein. Any agent appointed shall make a complete report to the administrator covering the acts and proceedings as such agent. The administrator may remove any agent, with or without cause, and appoint a successor. The agent, under the direction of the administrator, shall take charge of any insolvent credit union and all of its assets and property and liquidate the affairs and business for the benefit of its creditors and shareholders as provided in this section. The agent may sell or compound all bad and doubtful debts and sell all the property of any such credit union upon such terms as the administrator shall approve. The administrator shall have the general supervision of all the acts of the agent. All claims of creditors and shareholders must be filed with the agent within one year after the date of the agent's appointment, and if any shareholder claim or creditor claim is not so filed then it shall be barred from participation in the estate and assets of any such credit union. The agent of any insolvent credit union may borrow money and pledge the assets of such insolvent credit union but only upon prior written approval of the administrator. At least once each year the administrator shall examine every credit union in the hands of an agent and copies of such examination reports shall be available to any interested shareholder or creditor by written request made to the administrator. Every agent shall submit the records and affairs of such credit union to an examination by the administrator or the administrator's assistant and examiners whenever the agent is requested to do so. The agent of any credit union shall make reports to the administrator in the same manner as required of other credit unions.
(c)
Liquidating procedure.
The credit union shall continue in existence for the purpose of discharging its debts, collecting and distributing its assets, and doing all acts required in order to wind up its business and may sue and be sued for the purpose of enforcing such debts and obligations until its affairs are fully adjusted.
The board of directors, or the liquidating agent shall use the assets of the credit union to pay in the following order: (1) Expenses incidental to liquidation including any surety bond that may be required; (2) remaining liabilities other than shareholdings; and (3) the assets then remaining, if any, shall be distributed to the savings held by each member or other shareholder as of the date dissolution was voted.
As soon as the board or the liquidating agent determines that all assets from which there is a reasonable expectancy of realization have been liquidated and distributed as set forth in this section, they shall execute a certificate of dissolution on a form prescribed by the administrator and file same with the register of deeds of the county wherein the credit union had its registered office, who shall, after recording and indexing same, forward it to the administrator, whereupon such credit union shall be dissolved. The administrator shall furnish a copy of the certificate of dissolution to the secretary of state.
History: L. 1963, ch. 140, § 12; L. 1965, ch. 153, § 9; L. 1968, ch. 160, § 16; L. 1972, ch. 57, § 3; L. 1983, ch. 84, § 1; L. 1987, ch. 86, § 3; L. 1992, ch. 225, § 13; L. 2019, ch. 22, § 23; July 1.
The following words and terms used in chapter 17 of article 22 of the Kansas Statutes Annotated, and amendments thereto, shall have the meanings respectively ascribed to them in this section.
(a) "Council" means the credit union council created by this act.
(b) "Administrator" means the credit union administrator provided for in K.S.A. 17-2233, and amendments thereto.
(c) "Credit union" means a cooperative, not-for-profit association, incorporated for the purpose of creating a source of credit at a fair and reasonable rate of interest, of encouraging habits of thrift among its members, and of providing the opportunity for people to use and control their money for their mutual benefit.
(d) "Department" or "credit union department" means the state department of credit unions established by K.S.A. 17-2234, and amendments thereto.
(e) "Corporate credit union" means a credit union that is cooperatively organized and owned by its members that offers liquidity, investment, back office processing, deposit and lending facilities and other products and services tailored to the unique needs of its members.
(f) "Not-for-profit association" means, for purposes of this act, an association whose individual operations are not intended to generate, in the aggregate, an excess of revenues over the sum of expenses, distribution returns to members, appropriate reserves and capital that are consistent with the credit union's purposes and measured on an ongoing basis of the credit union as a whole.
(g) "Low-income credit union" means a credit union with a field of membership in which more than one-half earn less than 80% of the national median household income; or the credit union may document that more than 50% of its members make less than 80% of the national average wage.
(h) "Credit union services organization" means an organization established to provide operational and financial services to credit unions.
(i) "Federal intermediate credit bank" means a bank sponsored by the federal government to provide funds to financial institutions for the making of agricultural loans.
(j) "Electronic notice" means notice that is provided in writing and delivered by electronic means to the electronic mail address specified by the member for that purpose. A member who provides an electronic mail address to the credit union for such purposes shall be deemed to have consented to receive notices and correspondence by electronic means.
(k) "Branch" means any office, agency or other place of business located within the state, other than the place of business specified in the credit union's certificate of organization, at which deposits are received, checks paid or money lent.
History: L. 1968, ch. 160, § 17; L. 1973, ch. 95, § 1; L. 1975, ch. 137, § 1; L. 1992, ch. 225, § 14; L. 1995, ch. 64, § 2; L. 2019, ch. 22, § 24; July 1.
(a) The governor shall appoint a seven-member credit union council. Each member shall be a resident of Kansas. Except as provided by subsection (b), appointments to the council shall be for terms of three years. Five of the persons appointed shall be members in good standing and officers of Kansas state chartered credit unions. Subject to the provisions of K.S.A. 75-4315c, and amendments thereto, of those five members, the governor shall appoint one from each congressional district and the remainder from the state at large. The council shall elect annually a chairperson, a vice-chairperson and a secretary for a term of one year or until their successors have been appointed and qualified. All members of the council shall serve until their successors have been appointed and qualified. Kansas state chartered credit unions regulated under the provisions of this act may submit annually to the governor, for consideration in making appointments to the credit union council, a list of persons having the prescribed qualifications for membership on the council. The council may adopt such rules and regulations governing the compilation of such list as may be necessary. In the event of a vacancy on the council, the governor shall appoint a new member to fill the unexpired term. The mid-term appointment of a new council member to serve an unexpired term created by such a vacancy shall not be considered a full term for purposes of the two-term limit. Except as otherwise provided, no person shall serve more than two consecutive full three-year terms as a member of the council. No more than four members of the council shall be from the same political party.
(b) Members shall be appointed for terms of three years and serve until their successors are appointed and qualified.
(c) Council meetings shall be on call of a majority of the council or the chairperson. The council shall hold one regular meeting during each quarter of the year, upon such dates and at such places as designated by the council, and may hold such other meetings as the council considers necessary. The majority of the council shall constitute a quorum for doing business. The council may adopt such rules as advisable for conducting business and, until otherwise changed or modified, the council shall abide by Robert's rules of order in conducting business.
(d) The council shall serve as an advisor to the administrator on issues and needs of credit unions.
History: L. 1968, ch. 160, § 18; L. 1978, ch. 308, § 45; L. 1981, ch. 299, § 45; L. 1982, ch. 347, § 11; L. 1992, ch. 225, § 15; L. 1993, ch. 26, § 3; L. 1995, ch. 241, § 2; L. 2018, ch. 56, § 2; April 26.
History: L. 1968, ch. 160, § 18; L. 1978, ch. 308, § 45; L. 1981, ch. 299, § 45; L. 1982, ch. 347, § 11; L. 1992, ch. 262, § 2; Repealed, L. 1993, ch. 26, § 4; July 1.
The credit union administrator shall be appointed by the governor, subject to confirmation by the senate as provided in K.S.A. 75-4315b, and amendments thereto. Except as provided by K.S.A. 46-2601, and amendments thereto, no person appointed as administrator shall exercise any power, duty or function as administrator until confirmed by the senate. Any person appointed as the administrator shall have at least three years' actual, practical experience in the operation and management of a credit union. The administrator shall not be a member of the council. The governor shall fix the compensation of the administrator. In addition, the administrator shall be entitled to receive the actual and necessary expenses incurred in the performance of the administrator's duties. The administrator shall be in the unclassified service under the Kansas civil service act. The administrator shall be appointed for a term of four years and until a successor is appointed and confirmed. If a vacancy occurs, the governor shall appoint a successor to fill the vacancy for the unexpired term. The administrator shall attend the meetings of the council and shall have the general charge of the work of the council and the general supervision of credit unions. The administrator shall keep a permanent record of all meetings and proceedings of the council.
History: L. 1968, ch. 160, § 19; L. 1978, ch. 308, § 46; L. 1980, ch. 250, § 1; L. 1981, ch. 299, § 46; L. 1982, ch. 347, § 12; L. 1992, ch. 225, § 16; L. 2006, ch. 60, § 1; L. 2008, ch. 121, § 2; L. 2019, ch. 22, § 25; July 1.
(a) (1) There is hereby established the state department of credit unions, which shall be under the administrative supervision of the administrator as directed by law. The administrator may appoint or employ an attorney to assist the department in its functions under this act, and in accordance with the civil service law, such special assistants, deputies or examiners, and other employees, as may be necessary for the purpose of administering and enforcing the provisions of this act.
(2) The administrator is hereby authorized to appoint financial examiners and other staff who shall be in the unclassified service under the Kansas civil service act. The administrator's salary schedule for unclassified positions shall be reported to the credit union council annually.
(b) Nothing in subsection (a) shall affect the classified status of any person employed with the department of credit unions on the day immediately preceding the effective day of this act.
(c) Each employee shall submit to a state and national criminal background check prior to being employed in such position in accordance with K.S.A. 2025 Supp. 22-4714, and amendments thereto.
(d) As used in this section, "candidate" means a person who has applied for a position with or is currently employed by the state department of credit unions as a deputy or an examiner.
History: L. 1968, ch. 160, § 20; L. 1973, ch. 95, § 2; L. 1978, ch. 308, § 47; L. 1981, ch. 299, § 47; L. 1992, ch. 225, § 17; L. 1995, ch. 196, § 1; L. 2012, ch. 161, § 2; L. 2019, ch. 22, § 26; L. 2024, ch. 15, § 23; July 1.
Members of the credit union council attending meetings of such council, or attending a subcommittee meeting thereof authorized by such council, shall be paid compensation, subsistence allowances, mileage and other expenses as provided in K.S.A. 75-3223.
History: L. 1968, ch. 160, § 21; L. 1974, ch. 348, § 10; July 1.
(a) Before entering their respective duties, the administrator, each credit union examiner, and any other employee within the credit union department as determined in accordance with the provisions of K.S.A. 75-4104, and amendments thereto, shall give a bond set at a minimum of $25,000 per individual conditioned upon the faithful and impartial discharge of their respective duties and the proper accounting for all funds which may come into their hands. Such bonds shall be executed by a surety company authorized to do business in this state. Such bonds shall be approved by the committee on surety bonds and insurance and filed, with the approval of such committee endorsed thereon together with the oaths of office of such officers and employees, with the secretary of state. Premium on such bonds shall be paid from the credit union fee fund. Suits may be maintained on such bonds in the name of the state for the use of the party or parties injured by a breach thereof.
(b) The administrator shall remit all moneys received by or for the administrator from fees, charges or penalties to the state treasurer in accordance with the provisions of K.S.A. 75-4215, and amendments thereto. Upon receipt of each such remittance, the state treasurer shall deposit the entire amount in the state treasury. Ten percent of each such deposit shall be credited to the state general fund and the balance shall be credited to the credit union fee fund. All expenditures from such fund shall be made in accordance with appropriation acts upon warrants of the director of accounts and reports issued pursuant to vouchers approved by the administrator or by a person or persons designated by the administrator. The compensation of members and employees, office costs and other actual and necessary expenses of the department and expenses incurred in the administration and enforcement of this act shall be paid from the credit union fee fund.
History: L. 1968, ch. 160, § 22; L. 1970, ch. 89, § 1; L. 1973, ch. 309, § 7; L. 1980, ch. 270, § 4; L. 1992, ch. 225, § 18; L. 2001, ch. 5, § 60; L. 2011, ch. 53, § 7; July 1.
On July 1, 1968, all the jurisdiction, authority, powers and duties now conferred and imposed by law upon the bank commissioner in relation to the management, control, regulation and general supervision of credit unions, are hereby transferred to, conferred and imposed upon the credit union council and the administrator. The books, records, documents, equipment and supplies of the bank commissioner relating to credit unions shall be transferred to the credit union department.
History: L. 1968, ch. 160, § 23; March 26.
This act shall not be construed to disturb the continuing existence of any credit union heretofore chartered and existing under the law of this state, and all credit unions heretofore organized and existing under the law of this state shall be governed and controlled by the provisions of this act.
History: L. 1968, ch. 160, § 24; March 26.
All proceedings heretofore instituted by an officer or officers charged with the supervision of credit unions and pending on the effective date of this act shall be continued in the name of the administrator.
History: L. 1968, ch. 160, § 25; March 26.
Office quarters for the department and employees shall be provided by the secretary of administration pursuant to K.S.A. 75-3651, and amendments thereto. The cost and expense of such office quarters shall be paid for in the same manner as other expenses of the department.
History: L. 1968, ch. 160, § 26; L. 1992, ch. 225, § 19; July 1.
An appeal from any final or nonfinal action of the administrator by any person with standing as defined in K.S.A. 77-611, and amendments thereto, shall be governed by the provisions of K.S.A. 77-601 through 77-627, and amendments thereto.
History: L. 1968, ch. 160, § 27; L. 1987, ch. 86, § 4; L. 1992, ch. 225, § 20; July 1.
History: L. 1968, ch. 160, § 28; L. 1987, ch. 86, § 5; L. 1992, ch. 225, § 21; L. 2007, ch. 187, § 1; Repealed, L. 2019, ch. 22, § 30; July 1.
If any provision of this act or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of the act which can be given effect without the invalid provision or application, and to this end the provisions of this act are declared to be severable.
History: L. 1968, ch. 160, § 29; March 26.
(a) In addition to any and all other powers granted to the credit union administrator, the administrator shall have the power to authorize any credit union to engage in any activity in which such credit union could engage were they operating as a federally insured credit union at the time such authority is granted, including but not by way of limitation because of enumeration, the power to do any act, and own, possess and carry as assets, property of such character including stocks, bonds or other debentures which, at the time such authority is granted, are authorized under applicable laws and regulations for transactions by federally insured credit unions notwithstanding any restrictions elsewhere contained in the statutes of the state of Kansas. Upon receipt of a written request from any state chartered credit union, the administrator shall exercise such power by the issuance of a special order therefor if the administrator deems it reasonably required to preserve and protect the welfare of such an institution and promote the general economy of this state. The issuance of such special orders shall not be subject to the provisions of article 4 of chapter 77 of the Kansas Statutes Annotated, and amendments thereto.
(b) The administrator shall, at the time of issuing any special order pursuant to this section, submit a written report thereof to the president and the minority leader of the senate and to the speaker and the minority leader of the house of representatives and the credit union council.
History: L. 1969, ch. 126, § 1; L. 1980, ch. 48, § 2; L. 1982, ch. 103, § 5; L. 1992, ch. 225, § 22; L. 2005, ch. 36, § 3; July 1.
(a) A credit union may agree to participate in the risk liability and income of loans to credit union members jointly with other credit unions, credit union organizations, financial institutions or financial organizations. Such participation loans shall be in accordance with written policies of the board of directors. A credit union which originates a loan for which participation agreements are made in accordance with this subsection shall retain an interest of at least 10% of the face amount of the loan.
(b) A credit union may agree to participate in the risk liability and income of loans or guarantees with the national cooperative bank established pursuant to the act of congress known as the national consumer cooperative bank act of 1978, and any amendments thereto. Such loans may be made to any eligible borrower under such act of congress and may be made jointly with any financial institution, agency, instrumentality or foundation authorized to do so under such act.
History: L. 1974, ch. 93, § 1; L. 1982, ch. 103, § 6; L. 1987, ch. 85, § 3; April 2.
(a) (1) Every credit union which is organized and operating under the laws of the state of Kansas, except a corporate credit union, shall insure the shares of each shareholder of such credit union.
(2) Every credit union shall insure the shares of each shareholder of such credit union with the national credit union share insurance fund, NCUSIF, or its successor.
(b) (1) The application for NCUSIF insurance shall be filed with the Kansas department of credit unions, then forwarded to the national credit union administration.
(2) Every credit union chartered after the effective date of this act shall obtain NCUSIF insurance coverage prior to commencing business.
(3) The administrator may suspend the charter, merge, liquidate, or take possession of any credit union which fails to comply with the provisions of this section or which loses or allows such coverage to lapse.
(c) Every credit union shall forward a copy of the NCUSIF certificate of insurance to the administrator within 30 days after the credit union receives the certificate.
(d) (1) Every credit union shall take every action legally required to maintain NCUSIF insurance coverage in full force and effect, and shall refrain or desist from taking any action that is likely to cause termination of NCUSIF insurance coverage.
(2) The administrator shall order the merger, consolidation, or liquidation of any credit union whose NCUSIF insurance is terminated.
History: L. 1975, ch. 136, § 1; L. 1981, ch. 103, § 1; L. 1991, ch. 78, § 1; L. 1992, ch. 225, § 23; L. 2012, ch. 161, § 3; L. 2019, ch. 22, § 27; July 1.
History: L. 1975, ch. 136, § 2; Repealed, L. 1992, ch. 225, § 24; July 1.
History: L. 1975, ch. 136, § 4; L. 1988, ch. 356, § 51; Repealed, L. 1992, ch. 225, § 24; July 1.
History: L. 1975, ch. 136, § 8; L. 1987, ch. 86, § 6; Repealed, L. 1992, ch. 225, § 24; July 1.
History: L. 1975, ch. 136, § 9; L. 1981, ch. 103, § 2; Repealed, L. 2012, ch. 161, § 18; May 31.
History: L. 1975, ch. 136, § 10; Repealed, L. 2012, ch. 161, § 18; May 31.
History: L. 1975, ch. 136, § 11; L. 1981, ch. 103, § 3; L. 1988, ch. 356, § 52; Repealed, L. 2012, ch. 161, § 18; May 31.
History: L. 1975, ch. 136, § 12; L. 1981, ch. 103, § 4; L. 1988, ch. 356, § 53; Repealed, L. 2012, ch. 161, § 18; May 31.
History: L. 1975, ch. 136, § 13; Repealed, L. 2012, ch. 161, § 18; May 31.
History: L. 1975, ch. 136, § 14; L. 1981, ch. 103, § 5; Repealed, L. 2012, ch. 161, § 18; May 31.
History: L. 1975, ch. 136, § 15; L. 1981, ch. 103, § 6; L. 1988, ch. 356, § 54; Repealed, L. 2012, ch. 161, § 18; May 31.
History: L. 1975, ch. 136, § 16; L. 1981, ch. 103, § 7; Repealed, L. 2012, ch. 161, § 18; May 31.
History: L. 1975, ch. 136, § 17; L. 1981, ch. 103, § 8; Repealed, L. 2012, ch. 161, § 18; May 31.
History: L. 1975, ch. 136, § 18; L. 1981, ch. 103, § 9; Repealed, L. 2012, ch. 161, § 18; May 31.
The administrator may adopt rules and regulations to implement any of the provisions of this act.
History: L. 1975, ch. 136, § 19; L. 1981, ch. 103, § 10; July 1.
History: L. 1975, ch. 136, § 20; Repealed, L. 2012, ch. 161, § 18; May 31.
If any word, phrase, sentence or provision of this act is determined to be invalid, such invalidity shall not affect the other provisions of this act, and they shall be given effect without the invalid provision, and to this end the provisions of this act are declared to be severable.
History: L. 1975, ch. 136, § 21; July 1.
(a) Subject to the provisions of this section and K.S.A. 17-2264, and amendments thereto, an individual adult or minor, hereafter referred to as the member, may enter into a written contract with any credit union located in this state providing that the balance of the member's account, or the balance of the member's legal share of an account, at the time of death of the member shall be made payable on the death of the member to one or more persons or, if the persons predecease the owner, to another person or persons, hereafter referred to as the beneficiary or beneficiaries. If any beneficiary is a minor at the time the account, or any portion of the account, becomes payable to the beneficiary and the balance, or portion of the balance, exceeds the amount specified by K.S.A. 59-30,193, and amendments thereto, the moneys shall be payable only to a conservator of the minor beneficiary.
(b) Transfers pursuant to this section shall not be considered testamentary or be invalidated due to nonconformity with the provisions of chapter 59 of the Kansas Statutes Annotated, and amendments thereto.
(c) Every contract authorized by this section shall be considered to contain a right on the part of the member during the member's lifetime both to withdraw funds on deposit in the account in the manner provided in the contract, in whole or in part, as though no beneficiary has been named, and to change the designation of beneficiary. The interest of the beneficiary shall be considered not to vest until the death of the member and, if there is a claim pursuant to K.S.A. 39-709, and amendments thereto, until such claim is satisfied.
(d) No change in the designation of the beneficiary shall be valid unless executed in the form and manner prescribed by the credit union and delivered to the credit union prior to the death of the member.
(e) For the purposes of this section, the balance of the member's account or the balance of the member's legal share of an account shall not be construed to include any portion of the account that under the law of joint tenancy is the property of another joint tenant of the account, upon the death of the owner.
(f) As used in this section, "person" means any individual, individual or corporate fiduciary or nonprofit religious or charitable organization as defined by K.S.A. 79-4701, and amendments thereto.
History: L. 1979, ch. 177, § 5; L. 1980, ch. 166, § 3; L. 1982, ch. 104, § 2; L. 1984, ch. 51, § 3; L. 1992, ch. 150, § 3; L. 2002, ch. 114, § 49; L. 2015, ch. 42, § 4; L. 2019, ch. 22, § 28; L. 2025, ch. 40, § 137; January 1, 2026.
When the shareholder and the credit union have entered into a contract authorized in K.S.A. 17-2263, and amendments thereto, the shareholder's account subject to the contract or any part of or interest on the account shall be paid by the credit union to the shareholder or pursuant to the shareholder's order during the shareholder's lifetime. On the shareholder's death, the deposit account or any part of or interest on the account shall be paid by the credit union to the secretary for children and families for a claim pursuant to K.S.A. 39-709, and amendments thereto, or, if there is no such claim or if any portion of the account remains after such claim is satisfied, to the designated beneficiary or beneficiaries. If any designated beneficiary is a minor at the time the account, or any portion of the account, becomes payable to the beneficiary and the balance, or portion of the balance, exceeds the amount specified by K.S.A. 59-30,193, and amendments thereto, the credit union shall pay the moneys or any interest on them only to a conservator of the minor beneficiary. The receipt of the conservator shall release and discharge the credit union for the payment.
History: L. 1979, ch. 177, § 6; L. 1984, ch. 51, § 4; L. 1992, ch. 150, § 4; L. 2002, ch. 114, § 50; L. 2014, ch. 115, § 14; L. 2015, ch. 42, § 5; L. 2025, ch. 40, § 138; January 1, 2026.
History: L. 1980, ch. 27, § 69; L. 1981, ch. 103, § 11; L. 2001, ch. 5, § 61; Repealed, L. 2012, ch. 161, § 18; May 31.
History: L. 1981, ch. 103, § 12; Repealed, L. 2012, ch. 161, § 18; May 31.
History: L. 1981, ch. 103, § 13; Repealed, L. 2012, ch. 161, § 18; May 31.
Except for persons who are executive officers, an officer or director of a credit union shall have no personal liability to the credit union or its members for monetary damages for breach of duty as an officer or director, except that such liability shall not be eliminated for: (a) Any breach of the officer's or director's duty of loyalty to the credit union or its members; (b) acts or omissions which constitute willful or gross and wanton negligent breach of the officer's or director's duty of care; (c) acts in violation of K.S.A. 17-2209, and amendments thereto; or (d) any transaction from which the officer or director derived an improper personal benefit. For purposes of this section, "executive officer" means the chairperson of the board, the president, each vice-president, the secretary and the treasurer of a credit union unless such officer is excluded by resolution of the board of directors or by the bylaws of the credit union from participation in the policymaking functions of the credit union, and the officer does not actually participate in the policymaking functions of the credit union.
History: L. 1993, ch. 288, § 3; L. 2019, ch. 22, § 29; July 1.
Article 22 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, shall be known and may be cited as the state credit union code.
History: L. 2019, ch. 22, § 1; July 1.
(a) A domestic credit union may do business outside of the state if permitted by the laws of that jurisdiction.
(b) This section shall be a part of and supplemental to the state credit union code.
History: L. 2024, ch. 11, § 1; July 1.
(a) After providing notice and an opportunity for a public hearing in accordance with the Kansas administrative procedure act, the administrator may assess against and collect a civil money penalty from any credit union that:
(1) Engages or participates in any unsafe or unsound practice in connection with a credit union; or
(2) violates or knowingly permits any person to violate the provisions of:
(A) The state credit union code;
(B) rules and regulations promulgated pursuant to the state credit union code; or
(C) any lawful order of the administrator.
(b) The civil money penalty shall not exceed $1,000 per day such violation continues. No civil money penalty shall be assessed for the same act or practice if another governmental agency has taken similar action against the credit union. In determining the amount of the civil money penalty to be assessed, the administrator shall consider:
(1) The good faith of the credit union;
(2) the gravity of the violation;
(3) any previous violations by the credit union;
(4) the nature and extent of any past violations; and
(5) such matters as the administrator deems appropriate.
(c) Upon waiver by the respondent of the right to a public hearing concerning an assessment of a civil money penalty, the hearing or a portion thereof may be closed to the public when concern arises about the prompt withdrawal of moneys from or the safety and soundness of the credit union.
(d) This section shall be a part of and supplemental to the state credit union code.
History: L. 2024, ch. 11, § 2; July 1.
(a) The administrator may enter into an informal agreement with any credit union for a plan of action to address possible safety or soundness concerns, violations of law or any weakness displayed by the credit union if the administrator determines that the credit union displays:
(1) Possible safety and soundness concerns or is violating, has violated or is about to violate any law, rules and regulations or order of the administrator resulting in a less than satisfactory condition but not to a degree requiring a formal administrative action; or
(2) any weakness that if not properly addressed and corrected would reasonably be expected to result in future safety and soundness concerns, violations of law or rules and regulations and further deterioration in the condition of the credit union.
(b) The adoption of an informal agreement authorized by this section shall not be subject to the provisions of K.S.A. 77-501 et seq. or K.S.A. 77-601 et seq., and amendments thereto. Any informal agreement authorized by this section shall not be considered an order or any other agency action and shall be considered confidential examination material pursuant to K.S.A. 17-2227, and amendments thereto.
(c) This section shall be a part of and supplemental to the state credit union code.
History: L. 2024, ch. 11, § 3; July 1.
History: L. 1933, ch. 225, §§ 1–25; Repealed, L. 1949, ch. 191, § 1; June 30.
History: L. 1933, ch. 225, § 26; L. 1935, ch. 133, § 1; Repealed, L. 1949, ch. 191, § 1; June 30.
History: L. 1933, ch. 225, § 27; Repealed, L. 1949, ch. 191, § 1; June 30.
Organizations to provide development credit are authorized to be created under the general corporation laws of the state, with all of the powers, privileges and immunities conferred on corporations by such laws.
History: L. 1955, ch. 144, § 1; June 30.
The purposes of development credit corporations as authorized herein shall be to promote, aid and, through the united efforts of the institutions and corporations which shall from time to time become members thereof, develop and advance the industrial and business prosperity and welfare of the state of Kansas; to encourage new industries; to stimulate and help to expand all kinds of business ventures which tend to promote the growth of the state; to act whenever and wherever deemed by it advisable in conjunction with other organizations, the objects of which are the promotion of industrial, agricultural or recreational developments within the state; and to furnish for approved and deserving applicants ready and required money for the carrying on and development of every kind of business or industrial undertaking whereby a medium of credit is established not otherwise readily available therefor; and in furtherance of such purposes, and in addition to the powers conferred by the general laws relating to corporations, this corporation shall, subject to the restrictions and limitations herein contained, have the following powers:
(a) To borrow money on secured or unsecured notes from any banks, banking institution or insurance company within the state which shall be members of this corporation, from any financial institution, from any agency established under the small business investment act of 1958, (public law 85-699, 85th congress) or any other federal or state legislation pertaining to loans from the small business administration, and from any other federal or state agency that may legally loan to the corporation; and to pledge bonds, notes and other securities as collateral therefor: Provided, In no case shall the amount so loaned by any member exceed the limit as hereinafter defined.
(b) To lend money upon secured or unsecured applications: Provided, It shall not be the purpose hereof to take from any banking institutions within the state any such loans or commitments as may be desired by such institutions generally in the ordinary course of their business.
(c) To establish and regulate the terms and conditions of any such loans and charges for interest or service connected therewith.
(d) To purchase, hold, lease and otherwise acquire and to convey such real estate as may, from time to time, be acquired by it in satisfaction of debts or may be acquired by it in the foreclosure of mortgages thereon or upon judgments for debts or in settlements to secure debts.
(e) To purchase bonds, stocks, or debentures, of any corporation and sell, convert, or otherwise dispose of such evidences of indebtedness.
History: L. 1955, ch. 144, § 2; L. 1963, ch. 141, § 1; June 30.
No such corporation shall be organized with a capital stock of less than twenty-five thousand dollars ($25,000), which shall be paid into the treasury of the corporation in cash before the corporation shall be authorized to transact any business other than such as relates to its organization.
History: L. 1955, ch. 144, § 3; June 30.
All the corporate powers of such corporation shall be exercised by a board of not less than nine (9) directors who shall be residents of this state. The number of directors and their term office shall be determined by the stockholders at the first meeting held by the incorporators and at each annual meeting thereafter. In the first instance the directors shall be elected by the stockholders to serve until the first annual meeting. At the first annual meeting, and at each annual meeting thereafter, one-third (1/3) of the directors shall be elected by a vote of the stockholders and the remaining two-thirds (2/3) thereof shall be elected by members of the corporation herein provided for, each member having one vote. The removal of any director from this state shall immediately vacate his office. If any vacancy occurs in the board of directors through death, resignation or otherwise, the remaining directors may elect a person to fill the vacancy until the next annual meeting of the corporation. The directors shall be annually sworn to the proper discharge of their duties and they shall hold office until others are elected or appointed and qualified in their stead.
History: L. 1955, ch. 144, § 4; June 30.
The members of the corporation shall consist of such banks, banking institutions and insurance companies within the state as may make application to this corporation to lend funds to it upon call and up to the limit herein provided. Each member shall lend funds to this corporation as and when called upon by it to do so, but the total amount on loan by any member at any one time shall not exceed the following limit, to be determined as of the time of it becoming a member: For commercial banks and trust companies, three percent (3%) of capital and surplus; and comparable limits for other banking institutions. All loan limits shall be established as the thousand dollars amount nearest to the amount computed on an actual basis. All calls when made by this corporation shall be prorated among the members of the same proportion that the maximum lending limit of each bears to the aggregate maximum lending limit of all members. Upon notice given one (1) year in advance a member of the corporation may withdraw from membership in the corporation at the expiration date of such notice and from said expiration date shall be free from obligations hereunder except as to those accrued prior to said expiration date.
History: L. 1955, ch. 144, § 5; June 30.
Such corporation shall set apart a surplus not less than ten percent (10%) of its net earnings in each and every year until such surplus, with any unimpaired surplus paid in, shall amount to one-half (1/2) of the capital stock. The said surplus shall be kept to secure against losses and contingencies, and whenever the same becomes impaired it shall be reimbursed in the manner provided for its accumulation.
History: L. 1955, ch. 144, § 6; June 30.
Such corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors, exclusive of the vote of any director who is an officer or director of the depository so designated. Such corporation shall not receive money on deposit.
History: L. 1955, ch. 144, § 7; June 30.
Such corporation shall be subject to the tax imposed by K.S.A. 79-1108 et seq., upon banks, and shall be subject to the examination, supervision and control of the bank commissioner and shall make such report of its condition from time to time as the bank commissioner shall require. In addition all funds set apart as a surplus under the provisions of K.S.A. 17-2333 shall be subject to the tax imposed upon banks by K.S.A. 79-1108 et seq.
History: L. 1955, ch. 144, § 8; L. 1967, ch. 123, § 1; April 29.
All banks, bankers, trust companies, savings banks and institutions, investment companies, insurance companies, insurance associations and other persons carrying on a banking or insurance business may legally invest any moneys or funds belonging to them or within their control in any bonds or other obligations issued by a city or any housing authority thereof created pursuant to the municipal housing law of this state or issued by any public housing authority or agency in the United States, any of its territories, the District of Columbia, Puerto Rico, Guam, or the Virgin Islands, when such bonds or other obligations are secured by a pledge of annual contributions or other financial assistance to be paid by the United States government or any agency thereof, or when such bonds or other obligations are secured by an agreement between the United States government or any agency thereof and the city or the public housing authority or agency in which the United States government or any agency thereof agrees to lend to the city or the public housing authority or agency, prior to the maturity of the bonds or other obligations, moneys in an amount which (together with any other moneys irrevocably committed to the payment of interest on the bonds or other obligations) will suffice to pay the principal of the bonds or other obligations with interest to maturity, which moneys under the terms of the agreement are required to be used for that purpose, and such bonds and other obligations shall be authorized security for all public deposits and shall be fully negotiable in this state; it being the purpose of this act to authorize any of the foregoing to use any funds owned or controlled by them, including (but not limited to) sinking, insurance, investment, retirement, compensation, pension and trust funds, and funds held on deposit, for the purchase of any such bonds or other obligations: Provided, Nothing contained in this act shall be construed as relieving any person, firm or corporation from any duty of exercising reasonable care in selecting securities. The provisions of this act shall apply notwithstanding any restrictions on investments contained in other laws.
History: L. 1957, ch. 76, § 1; June 29.
This act may be referred to as the "municipal housing law."
History: L. 1957, ch. 132, § 1; April 26.
It is hereby declared: (a) That there exist in urban areas in the state insanitary, unsafe, and overcrowded dwelling accommodations; that in such urban areas within the state there is a shortage of safe or sanitary dwelling accommodations available at rents or prices which persons of low income can afford and that such shortage forces such persons to occupy insanitary, unsafe and overcrowded dwelling accommodations;
(b) that the aforesaid conditions cause an increase in and spread of disease and crime and constitute a menace to the health, safety, morals and welfare of the residents of the state; that these conditions necessitate excessive and disproportionate expenditures of public funds for crime prevention and punishment, public health and safety, fire and accident protection, and other public services and facilities;
(c) that these slum areas cannot be cleared, nor can the shortage of safe and sanitary dwellings for persons of low income be relieved through the operation of private enterprise, and that the construction of housing projects for persons of low income (as herein defined) would therefore not be competitive with private enterprise;
(d) that the construction of such projects would make housing available for persons of low income;
(e) that the clearance, replanning, and preparation for rebuilding of these areas and the providing of safe and sanitary dwelling accommodations for persons of low income are public uses and purposes for which public money may be spent and private property acquired and are governmental functions of state concern;
(f) that residential construction activity is closely correlated with general economic activity and that the undertakings authorized by this act to aid the production of better housing and more desirable neighborhood and community development at lower costs will make possible a more stable and larger volume of residential construction which will assist materially in maintaining full employment; and that the necessity in the public interest for the provisions hereinafter enacted is hereby declared as a matter of legislative determination.
History: L. 1957, ch. 132, § 2; L. 1961, ch. 121, § 1; L. 1971, ch. 79, § 1; July 1.
The following terms, wherever used or referred to in this act, shall have the following respective meanings, unless a different meaning clearly appears from the context:
(a) "Housing authority" or "authority" shall mean any agency of a municipality created pursuant to this act.
(b) "State public body" shall mean any city, county, township, municipal corporation, commission, district authority, or other subdivision or public body of the state.
(c) "Governing body" shall mean the council, board of commissioners, or other body of the municipality in which is vested legislative authority customarily imposed on the council or board of commissioners.
(d) "Mayor" shall mean the mayor of the city or the officer thereof charged with the duties customarily imposed on the mayor of the city or the officer thereof charged with the duties customarily imposed on the mayor or executive head of a city.
(e) "Clerk" shall mean the clerk of the city or county or the officer charged with the duties customarily imposed on such clerk.
(f) "Area of operation" shall include such municipality and the area within five (5) miles of the territorial city boundaries thereof: Provided, Such area shall not include any area which lies within the territorial boundaries of another city as herein defined without the consent of the other city nor any area in another county.
(g) "Federal government" shall include the United States of America, the public housing administration, or any other agency or instrumentality, corporate or otherwise of the United States of America.
(h) "Slum" means any area where dwellings predominate which by reason of dilapidation, overcrowding, faulty arrangement or design, lack of ventilation, light or sanitary facilities, or any combination of these factors are detrimental to safety, health and morals.
(i) "Housing project" or "project" shall mean any work or undertaking to provide decent, safe and sanitary urban or rural dwellings, apartments, or other living accommodations for persons of low income. Such work or undertaking may include buildings, land, equipment, facilities, and other real or personal property for necessary, convenient or desirable appurtenances, streets, sewers, water service, utilities, parks, site preparation, landscaping, administrative, community, health, recreational, welfare, or other purposes. The term "housing project" or "project" also may be applied to the planning of the buildings and improvements, the acquisition of property, the demolition of existing structures, the construction, reconstruction, alteration or repair of the improvements and all other work in connection therewith, and the term shall include all other real and personal property and all tangible or intangible assets held or used in connection with the housing project.
(j) "Persons of low income" shall mean persons or families who lack the amount of income which is necessary (as determined by the city or county undertaking a project) to enable them without financial assistance, to live in decent, safe, and sanitary dwellings, without overcrowding.
(k) "Elderly person" shall mean a single person or a family, the head of which (or his spouse) has attained retirement age as defined in section 216(a) of the federal social security act or who is under a disability as defined in section 223 of said act.
(l) "Bonds" shall mean any bonds, notes, interim certificates, debentures, or other obligations issued by a municipality or an authority pursuant to this act.
(m) "Real property" shall include all lands, including improvements and fixtures thereon, and property of any nature appurtenant thereto, or used in connection therewith, and every estate, interest and right, legal or equitable, therein, including terms for years.
(n) "Obligee" shall include any bondholder, agent or trustee for any bondholder, or lessor demising to a municipality property used in connection with a project, or any assignee or assignees of such lessor's interest or any part thereof, and the federal government when it is a party to any contract with the municipality in respect to a housing project.
(o) "Municipality" shall mean any city or county.
History: L. 1957, ch. 132, § 3; L. 1961, ch. 121, § 2; L. 1965, ch. 154, § 1; L. 1971, ch. 79, § 2; L. 1973, ch. 96, § 1; July 1.
Every municipality in addition to other powers conferred by this or any other act, shall have power, by proper resolution of its governing body, to create as an agent of such municipality an authority to be known as the "housing authority" of the municipality. The municipality may delegate to such authority any or all of the powers conferred on the municipality by this act, and may authorize it to employ an executive director, technical experts and such other officers, agents and employees, permanent and temporary, as it may require, and to delegate to one or more of its agents or employees such powers or duties as the authority may deem proper. Such housing authority shall have the power to sue and be sued.
In any suit, action or proceeding involving the validity or enforcement of or relating to any contract of the authority, an authority shall be conclusively deemed to have become established and authorized to transact business and exercise its powers hereunder upon proof of the adoption of the resolution herein prescribed. A copy of such resolution duly certified by the clerk shall be admissible in evidence in any suit, action or proceeding.
History: L. 1957, ch. 132, § 4; L. 1970, ch. 90, § 1; L. 1973, ch. 96, § 2; July 1.
When the governing body of a municipality adopts a resolution as aforesaid, it shall promptly notify the mayor or board of county commissioners of its adoption. Upon receiving the notice, the mayor or board of county commissioners shall appoint five (5) persons as commissioners of the authority created for said municipality.
The commissioners who are first appointed pursuant to this act shall be designated to serve one (1) for one (1) year, one (1) for two (2) years, one (1) for three (3) years and two (2) for four (4) years each, from the date of their appointment, but thereafter commissioners shall be appointed as aforesaid for a term of office of four (4) years except that all vacancies shall be filled for the unexpired term, all such appointments to be made by the official or body making the original appointment: Provided, That in any city having a population of more than two hundred fifty thousand (250,000), the governing body of such city may provide, as an alternative to the terms hereinabove provided for, that commissioners shall serve for terms as follows: Three (3) of such commissioners first appointed shall serve for terms of four (4) years and two (2) of such commissioners first appointed shall serve for terms of two (2) years, such terms to begin on May 1, 1975; thereafter, upon the expiration of such terms, successors shall be appointed in each odd-numbered year to fill the vacancies created, and thereafter each commissioner shall serve for a term of four (4) years.
A commissioner shall receive no compensation for his or her services, but shall be entitled to the necessary expenses, including traveling expenses, incurred in the discharge of his or her duties. Each commissioner shall hold office until his or her successor has been appointed and has qualified. A certificate of the appointment or reappointment of any commissioner shall be filed with the authority and this certificate shall be conclusive evidence of the due and proper appointment of the commissioner.
The powers delegated by a municipality to an authority shall be vested in the commissioners thereof in office from time to time. Three (3) commissioners shall constitute a quorum of such authority for the purpose of conducting its business and exercising its powers and for all other purposes, notwithstanding the existence of any vacancies. Action may be taken by the authority upon a vote of a majority of the commissioners present, unless in any case the bylaws of the authority shall require a larger number. Meetings of the commissioners of an authority may be held anywhere within the perimeter boundaries of the area of operation of the authority or within any additional area where the authority is authorized to undertake a project. Appointments may be made of any persons as commissioners of the authority who reside within its boundaries or area, and who are otherwise eligible for such appointments under this act. The commissioners of an authority shall elect a chairman and vice-chairman from among the commissioners.
History: L. 1957, ch. 132, § 5; L. 1973, ch. 96, § 3; L. 1975, ch. 138, § 1; February 17.
History: L. 1957, ch. 132, § 6; Repealed, L. 1970, ch. 366, § 22; April 1.
For inefficiency or neglect of duty or misconduct in office, a commissioner of an authority may be removed by the mayor or board of county commissioners; but a commissioner shall be removed only after a hearing and after he shall have been given a copy of the charges at least ten (10) days prior to the hearing and had an opportunity to be heard in person or by counsel. In the event of the removal of any commissioner, a record of the proceedings, together with the charges and findings thereon, shall be filed in the office of the clerk.
History: L. 1957, ch. 132, § 7; L. 1973, ch. 96, § 4; July 1.
In determining whether dwelling accommodations are unsafe or insanitary, a governing body shall take into consideration the physical condition of the dwelling accommodations, the degree of overcrowding, the percentage of land coverage, the light, air, space and access available to the inhabitants of the dwelling accommodations, the size and arrangement of the rooms, the adequacy of sanitary facilities and water supply, and the extent to which conditions exist in the buildings which endanger life or property by fire or other causes.
History: L. 1957, ch. 132, § 8; April 26.
Every municipality, in addition to other powers conferred by this or any other act, shall have powers:
(a) To prepare, carry out, and operate housing projects and to provide for the construction, reconstruction, improvement, extension, alteration or repair of any housing project or any part thereof but in the carrying out of the municipal law under the provisions of this act, public utilities, either publicly or privately owned, shall not be required to locate, relocate, remove or readjust utility facilities and services without fair and reasonable compensation.
(b) To undertake and carry out studies and analyses of the housing needs and of the meeting of such needs (including data with respect to population and family groups and the distribution thereof according to income groups, the amount and quality of available housing and its distribution according to rentals and sales prices, employment, wages and other factors affecting the local housing needs and the meeting thereof) and to make the results of such studies and analyses available to the public and the building, housing and supply industries; and to engage in research and disseminate information on housing and slum clearance.
(c) To arrange or contract for the furnishing by any person or agency, public or private, of services, privileges, works, or facilities for, or in connection with, a housing project or the occupants thereof; and (notwithstanding anything to the contrary contained in this act or in any other provision of law) to agree to any conditions attached to federal financial assistance, and to comply with any conditions which the federal government may have attached to its financial aid of the project.
(d) To lease or rent any dwellings, accommodations, lands, buildings, structures or facilities embraced in any project and (subject to the limitations contained in this act with respect to the rental of dwellings in housing projects) to establish and revise the rents or charges therefor; to own, hold, and improve real or personal property; to purchase, lease, obtain options upon, acquire by gift, grant, bequest, devise, or otherwise any real or personal property or any interest therein; to acquire by the exercise of the power of eminent domain any real property; to sell, lease, exchange, transfer, assign, pledge or dispose of any real or personal property or any interest therein as any part of the property of a housing authority established under this act; to insure or provide for the insurance, in any stock or mutual company, of any real or personal property or operations of the authority against any risks or hazards; to procure or agree to the procurement of federal or state government insurance or guarantees of the payment of any bonds or parts thereof issued by an authority, including the power to pay premiums on any such insurance.
(e) To invest any reserve or sinking funds held in connection with a housing project which are not required for immediate disbursements, in investments authorized by K.S.A. 12-1675, and amendments thereto, in the manner prescribed therein or in direct obligations of the United States government or any agency thereof; to redeem its bonds at the redemption price established therein or to purchase its bonds at less than such redemption price, all bonds so redeemed or purchases to be cancelled.
(f) To determine where slum areas exist or where there is unsafe, insanitary or overcrowded housing; to make studies and recommendations relating to the problem of clearing, replanning and reconstructing of slum areas and the problem of eliminating unsafe, insanitary or overcrowded housing and providing dwelling accommodations for persons of low income; and to cooperate with any state public body in action taken in connection with these problems.
(g) To conduct examinations and investigations and to hear testimony and take proof under oath at public or private hearings on any matter material for its information; to administer oaths, issue subpoenas requiring the attendance of witnesses or the production of books and papers and to issue commissions for the examination of witnesses who are outside of the state or unable to attend or excused from attendance; to make available to appropriate agencies (including those charged with the duty of abating or requiring the correction of nuisances or like conditions or of demolishing unsafe or insanitary structures within its area of operation) its findings and recommendations with regard to any building or property where conditions exist which are dangerous to the public health, morals, safety or welfare.
(h) To insure or provide for the insurance of any housing project of the municipality against such risks as such municipality may deem advisable.
(i) To exercise all or any part or combination of powers herein granted.
(j) To prepare plans and provide assistance of all kinds for the relocation of families displaced from a slum or blighted area by the municipal housing law, and to provide adequate recreational facilities, in the over-all plan of the municipal housing area.
History: L. 1957, ch. 132, § 9; L. 1973, ch. 96, § 5; L. 1977, ch. 54, § 23; July 1.
It is hereby declared to be the policy of this state that each municipality shall manage and operate its housing projects in an efficient manner so as to enable it to fix the rentals or payments for dwelling accommodations at low rates consistent with its providing decent, safe and sanitary dwelling accommodations for persons of low income and that no municipality shall construct or operate any housing project for profit, or as a source of revenue to the municipality. To this end the municipality shall fix the rentals or payments for dwellings in its projects at no higher rates than it shall find to be necessary in order to produce revenues which (together with all other available moneys, revenues, income and receipts in connection with or for such projects from whatever sources derived, including federal financial assistance) will be sufficient
(a) to pay, as the same become due, the principal and interest on the bonds issued pursuant to this act;
(b) to create and maintain such reserves as may be required to assure the payment of principal and interest as it becomes due on such bonds;
(c) to meet the cost of, and to provide for, maintaining and operating the projects (including necessary reserves therefor and the cost of any insurance and of administrative expenses); and
(d) to make such payments in lieu of taxes and, after payment in full of all obligations for which federal annual contributions are pledged, to make such repayments of federal and local contributions as it determines are consistent with the maintenance of the low-rent character of projects.
Rentals or payments for dwellings shall be established and the projects administered insofar as possible, so as to assure that any federal financial assistance required shall be strictly limited to amounts and periods necessary to maintain the low-rent character of the projects. Nothing herein shall be construed to limit the amount an authority may charge for non-dwelling facilities. All such income, together with other income and revenue, shall be used in the operation of the projects to aid in accomplishing the public purposes of this act.
History: L. 1957, ch. 132, § 10; L. 1968, ch. 70, § 1; L. 1973, ch. 96, § 6; July 1.
A municipality shall:
(a) Rent or lease the dwelling accommodations in a housing project only to persons of low income and at rentals within the financial reach of such persons;
(b) rent or lease to a tenant such dwelling accommodations consisting of the number of rooms which it deems necessary to provide safe and sanitary accommodations to the proposed occupants thereof, without overcrowding; and
(c) fix income limits for occupancy and rents after taking into consideration the family size, composition, age, physical handicaps, and other factors which might affect the rent paying ability of the family, including the economic factors which affect the financial stability and solvency of the project.
In computing the rental for this purpose of admitting tenants, there shall be included in the rental the average annual cost (as determined by the municipality) to occupants of heat, water, electricity, gas, cooking fuel and other necessary services or facilities, whether or not the charge for such services and facilities is included in the rental.
A municipality shall give a preference to those persons who occupied dwellings which were razed so that a slum could be cleared or the housing project could be constructed and to elderly persons whether or not so displaced, and who desire to rent or lease dwelling accommodations in such housing project, if such persons are otherwise qualified to rent or lease dwelling accommodations in such housing project. Notwithstanding the provisions hereof, a municipality may agree to conditions as to tenant eligibility or preference required by the federal government pursuant to federal law in any contract for financial assistance. Further, notwithstanding the provisions hereof, nothing herein shall be construed to limit the amount of rental that an authority may charge or the tenants that an authority may admit for non-dwelling facilities. All such rental, together with other income and revenue shall be used in the operation of the projects to aid in accomplishing the public purposes of this act.
Nothing contained in this or the preceding section shall be construed as limiting the power of a municipality, with respect to a housing project, to vest in an obligee the right, in the event of a default by the municipality, to take possession or cause the appointment of a receiver thereof, free from all the restrictions imposed by this or the preceding section.
History: L. 1957, ch. 132, § 11; L. 1961, ch. 121, § 3; L. 1968, ch. 70, § 2; L. 1973, ch. 96, § 7; July 1.
Any two or more municipalities or authorities may join or cooperate with one another in the exercise either jointly or otherwise of any or all of their powers for the purpose of financing, planning, undertaking, constructing or operating a housing project or projects including the issuance of bonds, notes or other obligations and giving security therefor, or contracting with respect to a housing project or projects located within the area of operation of any one or more of said municipalities or authorities. For such purpose a municipality or authority may by resolution prescribe and authorize any other municipality, or authority, so joining or cooperating with it, to act on its behalf with respect to any or all powers, as its agent or otherwise, in the name of the municipality or authority so joining or cooperating, or in its own name.
History: L. 1957, ch. 132, § 12; L. 1969, ch. 127, § 1; L. 1973, ch. 96, § 8; July 1.
The property acquired or held pursuant to this act is declared to be public property used exclusively for essential city, municipal public and governmental purposes and such property shall be exempt from all special assessments of the state or of any state public body. In lieu of taxes on such property a municipality or authority shall agree to make payments to the state or a state public body (including itself) as it finds consistent with the maintenance of the low-rent character of housing projects and the achievements of the purposes of this act.
History: L. 1957, ch. 132, § 13; L. 1968, ch. 70, § 3; L. 1973, ch. 96, § 9; L. 1975, ch. 495, § 10; July 1.
All housing projects of a municipality shall be subject to the planning, zoning, sanitary and building laws, ordinances and regulations applicable to the locality in which the project is situated.
History: L. 1957, ch. 132, § 14; L. 1973, ch. 96, § 10; July 1.
A municipality shall have power to issue bonds from time to time in its discretion, for any of the purposes of this act. A municipality shall also have power to issue refunding bonds for the purpose of paying or retiring bonds previously issued by it in the manner prescribed by and subject to the provisions of K.S.A. 10-116a. A municipality may issue such types of bonds as it may determine, including (without limiting the generality of the foregoing) bonds on which the principal and interest are payable (a) exclusively from the income and revenues of the project financed with the proceeds of such bonds, or (b) exclusively from the income and revenues of certain designated housing projects whether or not they are financed in whole or in part with the proceeds of such bonds. Any such bonds may be additionally secured by a pledge of any loan, grant or contribution or parts thereof from the federal government or other source, or a pledge of any income or revenues connected with a housing project or a mortgage of any housing project or projects.
Neither the governing body of a municipality nor any person executing the bonds shall be liable personally on the bonds by reason of the issuance thereof hereunder. The bonds and other obligations issued under the provisions of this act (and such bonds and obligations shall so state on their face) shall be payable solely from the sources provided in this section and shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction and shall not under any circumstances become general obligations of the municipality. Bonds issued pursuant to this act are declared to be issued for an essential public and governmental purpose and to be public instrumentalities and, together with interest thereon and income therefrom, shall be exempt from taxes. The tax exemption provisions of this act shall be considered part of the security for the repayment of bonds and shall constitute, by virtue of this act and without the necessity of the same being restated in said bonds, a contract between the bondholders and each and every one thereof, including all transferees of said bonds from time to time on the one hand and the respective municipalities issuing said bonds and the state on the other.
History: L. 1957, ch. 132, § 15; L. 1973, ch. 96, § 11; L. 1977, ch. 58, § 12; May 18.
Bonds of a municipality shall be authorized by its resolution and may be issued in one or more series and shall bear such date or dates, mature at such time or times, bear interest at such rate or rates, not exceeding the maximum rate prescribed by K.S.A. 10-1009, to be in such denomination or denominations, be in such form either coupon or registered, carry such conversion or registration privileges, have such rank or priority, be executed in such manner, be payable in such medium of payment, at such place or places, and be subject to such terms of redemption (with or without premium) as such resolution, its trust indenture or mortgage may provide.
The bonds may be sold at public or private sale at not less than par.
In case the commissioners or officers of the municipality or authority whose signatures appear on any bonds or coupons shall cease to be such commissioners or officers before the delivery of the bonds, their signatures shall, nevertheless, be valid and sufficient for all purposes, the same as if the commissioners or officers had remained in office until such delivery. Any provision of any law to the contrary notwithstanding, any bonds issued pursuant to this act shall be fully negotiable.
In any suit, action or proceedings involving the validity or enforceability of any bond issued pursuant to this act or the security therefor, any such bond reciting in substance that it has been issued by the municipality pursuant to this act shall be conclusively deemed to have been issued for such purpose and the housing project in respect to which such bond was issued shall be conclusively deemed to have been planned, located and carried out in accordance with the purposes and provisions of this act.
History: L. 1957, ch. 132, § 16; L. 1970, ch. 64, § 46; L. 1973, ch. 96, § 12; July 1.
In connection with the issuance of bonds pursuant to this act or the incurring of obligations under leases made pursuant to this act and in order to secure the payment of the bonds or obligations, a municipality, in addition to its other powers, shall have power to:
(a) Pledge all or any part of the gross or net rents, fees or revenues of a housing project, financed with the proceeds of such bonds, to which its rights then exist or may thereafter come into existence.
(b) Mortgage all or part of its real or personal property, then owned or thereafter acquired or held pursuant to this act.
(c) Covenant against pledging all or any part of the rents, fees and revenues or against mortgaging all or any part of its real or personal property, acquired or held pursuant to this act, to which its right or title then exists or may thereafter come into existence or against permitting or suffering any lien on such revenues or property; covenant with respect to limitations on the right to sell, lease or otherwise dispose of any housing project or any part thereof; and covenant as to what other, or additional debts or obligations may be incurred by it.
(d) Covenant as to the bonds to be issued and as to the issuance of such bonds in escrow or otherwise, and as to the use and disposition of the proceeds thereof; provide for the replacement of lost, destroyed or mutilated bonds; covenant against extending the time for the payment of its bonds or interest thereon; and covenant for the redemption of the bonds and to provide the terms and conditions thereof.
(e) Covenant (subject to the limitations contained in this act) as to the rents and fees to be charged in the operation of a housing project or projects, the amount to be raised each year or other period of time by rents, fees and other revenues, and the use and disposition to be made thereof; create or authorize the creation of special funds for moneys held for construction or operating costs, debt service, reserves, or other purposes, and covenant as to the use and disposition of the moneys held in such funds.
(f) Prescribe the procedure, if any, by which the terms of any contract with bond holders may be amended or abrogated, the proportion of outstanding bonds the holders of which must consent to such action, and the manner in which such consent may be given.
(g) Covenant as to the use, maintenance and replacement of any or all of its real or personal property acquired pursuant to this act, the insurance to be carried thereon and the use and disposition of insurance moneys.
(h) Covenant as to the rights, liabilities, powers and duties arising upon the breach by it of any covenant, condition, or obligation; and covenant as to events of default and terms and conditions upon which any or all of its bonds or obligations shall become or may be declared due before maturity, and as to the terms and conditions upon which such declaration and its consequences may be waived.
(i) Vest in any obligees of any specified proportion of them the right to enforce the payment of the bonds or any covenants securing or relating to the bonds; vest in an obligee or obligees the right, in the event of a default by the municipality, to take possession of and use, operate and manage any housing project or any part thereof or any funds connected therewith, and to collect the rents and revenues arising therefrom and to dispose of such moneys in accordance with the agreement between the municipality and such obligees; provide for the powers and duties of such obligees and limit the liabilities thereof; and provide the terms and conditions upon which such obligees may enforce any covenant or rights securing or relating to the bonds.
(j) Exercise all or any part or combination of the powers herein granted; make such covenants (other than and in addition to the covenants herein expressly authorized) and do any and all such acts and things as may be necessary or convenient or desirable in order to secure its bonds, or, in the absolute discretion of said municipality, as will tend to make the bonds more marketable notwithstanding that such covenants, acts or things may not be enumerated herein.
This act, without reference to other statutes of the state, shall constitute full authority for the authorization and issuance of bonds hereunder. No other act or law with regard to the authorization or issuance of obligations that requires a bond election or in any way impedes or restricts the carrying out of the acts herein authorized to be done shall be construed as applying to any proceedings taken hereunder or acts done pursuant hereto.
History: L. 1957, ch. 132, § 17; L. 1973, ch. 96, § 13; July 1.
An obligee of a municipality shall have the right in addition to all other rights which may be conferred on such obligee, subject only to any contractual restrictions binding upon any such obligee:
(a) By mandamus, suit, action or proceeding at law or in equity to compel said municipality or authority, and the commissioners, officers, agents or employees thereof to perform each and every term, provision and covenant contained in any contract of said municipality with or for the benefit of such obligee, and to require the carrying out of any or all such covenants and agreements of said municipality and the fulfillment of all duties imposed by this act.
(b) By suit, action or proceeding in equity, to enjoin any acts or things which may be unlawful, or the violation of any of the rights of such obligee of said municipality.
History: L. 1957, ch. 132, § 18; L. 1973, ch. 96, § 14; July 1.
A municipality shall have power by its resolution, trust indenture, mortgage, lease or other contract to confer upon any obligee the right (in addition to all rights that may otherwise be conferred), upon the happening of an event of default as defined in such resolution or instrument, by suit, action or proceeding in any court of competent jurisdiction to:
(a) Cause possession of any housing project or any part thereof to be surrendered to any such obligee.
(b) Obtain the appointment of a receiver of any housing project of said municipality or any part thereof and of the rents and profits therefrom, and provide that, if a receiver be appointed, he may enter and take possession of such housing project or any part thereof and operate and maintain same, and collect and receive all fees, rents, revenues, or other charges thereafter arising therefrom, and keep such moneys in a separate account or accounts and apply the same in accordance with the obligations of the municipality as the court shall direct.
(c) Require said municipality and the officers, agents and employees thereof to account as if it and they were the trustees of an express trust.
History: L. 1957, ch. 132, § 19; L. 1973, ch. 96, § 15; July 1.
All property (including funds) owned or held by a municipality for the purposes of this act shall be exempt from levy and sale by virtue of an execution, and no execution or other judicial process shall issue against the same nor shall any judgment against the municipality be a charge or lien upon such property: Provided, however, That the provisions of this section shall not apply to or limit the right of obligees to foreclose or otherwise enforce any mortgage or other security executed or issued pursuant to this act or the right of obligees to pursue any remedies for the enforcement of any pledge or lien on rents, fees or revenues or the right of the federal government to pursue any remedies conferred upon it pursuant to the provisions of this act.
History: L. 1957, ch. 132, § 20; L. 1973, ch. 96, § 16; July 1.
In addition to the powers conferred upon a municipality by other provisions of this act, a municipality is empowered to borrow money or accept contributions, grants or other financial assistance from the federal government for or in aid of any housing project within its area of operation, to take over, lease or manage any project or undertaking constructed or owned by the federal government, and to these ends, to comply with such conditions and enter into such contracts, covenants, mortgages, trust indentures, leases or agreements as may be necessary, convenient or desirable. It is the purpose and intent of this act to authorize every municipality to do any and all things necessary or desirable to secure the financial aid or cooperation of the federal government in the undertaking, construction, maintenance or operation of any housing project by such municipality. To accomplish this purpose a municipality, notwithstanding the provisions of any other law, may include in any contract for financial assistance with the federal government any provisions, which the federal government may require as conditions to its financial aid of a housing project, not inconsistent with the purposes of this act.
History: L. 1957, ch. 132, § 21; L. 1973, ch. 96, § 17; July 1.
In any contract with the federal government for annual contributions to a municipality, the municipality may obligate itself (which obligation shall be specifically enforceable and shall not constitute a mortgage, notwithstanding any other law) to convey to the federal government possession of or title to the housing project to which such contract relates, upon the occurrence of a substantial default (as defined in such contract) with respect to the covenants or conditions to which the municipality is subject; and such contract may further provide that in case of such conveyance, the federal government may complete, operate, manage, lease, convey, or otherwise deal with the housing project and funds in accordance with the terms of such contract: Provided, That the contract requires that, as soon as practicable after the federal government is satisfied that all defaults with respect to the housing project have been cured and that the housing project will thereafter be operated in accordance with the terms of the contract, the federal government shall reconvey to the municipality the housing project as then constituted.
History: L. 1957, ch. 132, § 22; L. 1973, ch. 96, § 18; July 1.
The municipality may submit to the state auditor any bonds to be issued hereunder after all proceedings for the issuance of such bonds have been taken. Upon the submission of such proceedings to the state auditor, it shall be the duty of the state auditor to obtain the opinion of the attorney general upon the validity of such bonds and the regularity of all proceedings in connection therewith, and the state shall not register any such bonds except upon the written approval of the attorney general. If such proceedings conform to the provisions of this act and are otherwise regular in form and if such bonds when delivered and paid for will constitute binding and legal obligations enforceable according to the terms thereof, the state auditor shall certify in substance upon the back of each of said bonds that it is issued in accordance with the constitution and laws of the state of Kansas.
History: L. 1957, ch. 132, § 23; L. 1973, ch. 96, § 19; July 1.
For the purpose of coordinating its activities and undertakings under this act with the needs and undertakings of other local organizations and groups, a city or county may establish an advisory board consisting of the chairman of the housing authority, if there be one, and of sufficient members to represent, as far as practicable, the general public and consumers of housing, general business interests, and real estate, building and home financing interests, labor, any official planning body in the locality, and church and welfare groups. The members of the advisory board may be appointed by the chairman of the authority.
History: L. 1957, ch. 132, § 24; April 26.
A municipality shall have right to acquire by the exercise of the power of eminent domain any real property which it may deem necessary for its purposes under this act after the adoption by it of a resolution declaring that the acquisition of the real property described therein is necessary for such purposes. A municipality may exercise the power of eminent domain in the manner provided in article 5 of chapter 26 of Kansas Statutes Annotated, and any acts amendatory thereof or supplemental thereto. Property already devoted to a public use may be acquired in like manner, provided that no real property belonging to the state or a state public body be acquired without its consent.
History: L. 1957, ch. 132, § 25; L. 1963, ch. 234, § 41; L. 1973, ch. 96, § 20; July 1.
For purpose of aiding and cooperating in the planning, undertaking, construction or operation of housing projects located within the area in which it is authorized to act, any state public body may upon such terms, with or without consideration, as it may determine:
(a) Dedicate, sell, convey or lease any of its interest in any property, or grant easements, licenses or other rights or privileges therein to any municipality, or to the federal government.
(b) Cause parks, playgrounds, recreational, community, educational, water, sewer or drainage facilities or any other works which it is otherwise empowered to undertake, to be furnished adjacent to or in connection with housing projects.
(c) Furnish, dedicate, close, pave, install, grade, regrade, plan or replan streets, roads, roadways, alleys, sidewalks or other places which it is otherwise empowered to undertake.
(d) Cause services to be furnished for housing projects of the character which such state public body is otherwise empowered to furnish.
(e) Enter into agreements with respect to the exercise by such state public body of its powers relating to the repair, elimination or closing of unsafe, insanitary or unfit dwellings.
(f) Do any and all things necessary or convenient to aid and co-operate in the planning, undertaking, construction or operation of such housing projects.
(g) Incur the entire expense of any public improvements made by such state public body in exercising the powers granted in this act.
(h) Enter into agreements (which may extend over any period, notwithstanding any provision or rule of law to the contrary) with any municipality, or authority as agent therefor, respecting action to be taken by such state public body pursuant to any of the powers granted by this act.
(i) Any law or statute to the contrary notwithstanding, any sale, conveyance, lease or agreement provided for in this section may be made by a state public body without appraisal, public notice, advertisement or public bidding.
History: L. 1957, ch. 132, § 26; L. 1973, ch. 96, § 21; July 1.
At least once a year, the municipality or its authority shall file with the clerk a report of its activities for the preceding year, and shall make recommendations with reference to such additional legislation or other action as it deems necessary in order to carry out the purposes of this act.
History: L. 1957, ch. 132, § 27; L. 1973, ch. 96, § 22; July 1.
Notwithstanding any other evidence of legislative intent, it is hereby declared to be the controlling legislative intent that if any provision of this act, or the application thereof to any person or circumstance, is held invalid, the remainder of the act and the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
History: L. 1957, ch. 132, § 28; April 26.
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.
History: L. 1939, ch. 152, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 2; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 3–5; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 6; L. 1941, ch. 182, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 7; L. 1949, ch. 192, § 1; L. 1965, ch. 149, § 2; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 8, 9; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1963, ch. 142, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1963, ch. 143, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
This act may be cited as "the professional corporation law of Kansas."
History: L. 1965, ch. 157, § 1; June 30.
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.
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.
(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.
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.
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.
(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.
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.
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.
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.
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.
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.
(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 on the day the report is filed with the secretary of state.
(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 not later than April 15.
(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; L. 2024, ch. 45, § 3; July 1.
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.
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.
History: L. 1939, ch. 152, § 10; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 11; L. 1941, ch. 182, § 2; L. 1953, ch. 125, § 4; L. 1967, ch. 125, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 12; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 13; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 14; L. 1941, ch. 182, § 3; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 15; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 16; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 17; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 18; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 19; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 20; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 21; L. 1941, ch. 182, § 4; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 22; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 23; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 24; L. 1957, ch. 154, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 25; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 26; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1941, ch. 184, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1941, ch. 184, § 2; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1951, ch. 214, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1968, ch. 99, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1969, ch. 128, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 27; L. 1941, ch. 182, § 5; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 28; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 29; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 30; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 31; L. 1941, ch. 182, § 6; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 32; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 33; L. 1941, ch. 182, § 7; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 34; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1970, ch. 92, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 35; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 36–39; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 40; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 41; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 42; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 43; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 44–46; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 47; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 48; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 49; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 50; L. 1941, ch. 182, § 8; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 51; L. 1941, ch. 182, § 9; Repealed, L. 1947, ch. 186, § 22; June 30.
History: L. 1939, ch. 152, §§ 52–56; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 57; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 58, 59; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 60; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 61; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 62; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 63–65; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 66; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 67; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 68; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 69; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 70, 71; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 72; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 73, 74; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 75; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 76; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 77–79; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 80; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 81; Repealed, L. 1972, ch. 52, § 153; July 1.
through 17-3505.
History: L. 1939, ch. 152, §§ 82–84; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 85; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 86; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 87; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 88; L. 1941, ch. 182, § 10; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 89; L. 1943, ch. 131, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 90, 91; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 92; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 93; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 94; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 95, 96; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1967, ch. 126, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 97; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 98; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 99; L. 1959, ch. 120, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 100–102; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 103; Repealed, L. 1953, ch. 132, § 2; June 30.
History: L. 1953, ch. 132, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 104, 105; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 106; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 107–109; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 110; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 111; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 112; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 113; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 114, 115; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 116; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 117, 118; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 119; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 120, 121; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 122; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 123, 124; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 125; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 126; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 127; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 128; L. 1951, ch. 205, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 129; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 130; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 131; L. 1947, ch. 187, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 132; L. 1941, ch. 182, § 11; L. 1953, ch. 125, § 5; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 133, 134; L. 1953, ch. 125, §§ 6, 7; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 135–138; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 139; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 140; L. 1941, ch. 182, § 12; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 151; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 142; L. 1941, ch. 182, § 13; L. 1955, ch. 136, § 4; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 143; L. 1941, ch. 182, § 14; Repealed, L. 1963, ch. 144, § 1; June 30.
History: L. 1939, ch. 152, § 144; L. 1941, ch. 182, § 15; L. 1953, ch. 125, § 8; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 145; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 146; L. 1941, ch. 182, § 16; L. 1953, ch. 125, § 9; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 147; L. 1941, ch. 182, § 17; L. 1953, ch. 125, § 10; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 148; L. 1953, ch. 125, § 11; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 149; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, §§ 150, 151; Repealed, L. 1965, ch. 152, § 1; June 30.
History: L. 1939, ch. 152, § 152; L. 1943, ch. 132, § 1; Repealed, L. 1972, ch. 52, § 153; July 1.
History: L. 1939, ch. 152, § 153; Repealed, L. 1972, ch. 52, § 153; July 1.
This act may be cited as "the electric cooperative act."
History: L. 1941, ch. 185, § 1; June 30.
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.
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.
In addition to the powers conferred on all corporations under article 61 of chapter 17 of the Kansas Statutes Annotated, a cooperative shall have power to:
(a) Sue and be sued in its corporate name;
(b) have perpetual existence;
(c) adopt a corporate seal and alter the same;
(d) generate, manufacture, purchase, acquire, accumulate and transmit electric energy, and to distribute, sell, supply, and dispose of electric energy to its members, and to governmental agencies, political subdivisions, and to other persons, who are not receiving central station service from facilities of existing public utilities;
(e) assist its members, governmental agencies, political subdivisions and other persons to whom electric energy or other services are or will be supplied by the cooperative, in wiring their premises and in acquiring, installing and financing electrical and plumbing appliances, equipment, fixtures and apparatus and such corporations may purchase, acquire, lease as lessor or lessee and sell electric and plumbing appliances, equipment, fixtures and apparatus also including, but not limited to, electrical equipment or systems which produce or convert energy or cause more efficient utilization of energy;
(f) construct, purchase, lease, and to equip, maintain and operate, and to sell, assign, convey, lease, mortgage, pledge or encumber electric transmission and distribution lines or systems, electric generating plants, and lands, buildings, structures, dams, easements and rights-of-way, equipment, and any other real or personal property, tangible or intangible, necessary to accomplish the purpose for which the cooperative may be organized hereunder;
(g) purchase, lease as lessee, or otherwise acquire, and to use, and exercise and to sell, assign, convey, mortgage, pledge or otherwise dispose of or encumber, franchises, rights, privileges, licenses and easements;
(h) borrow money and otherwise contract indebtedness, and to issue notes, bonds, and other evidences of indebtedness, and to secure the payment thereof by mortgage, pledge, or deed of trust of, or any other encumbrance upon, any or all of its then-owned or after-acquired real or personal property, assets, franchises, revenues or income;
(i) construct, maintain and operate electric transmission and distribution lines along, upon, under and across publicly owned lands and public thoroughfares, roads, highways, streets, alleys, bridges and causeways in conformity with the laws of the state of Kansas;
(j) exercise the power of eminent domain in the manner provided by the laws of this state for the exercise of such power by other corporations constructing or operating electric transmission and distribution lines or systems;
(k) become an incorporator, promoter, manager, member, stockholder or owner of other corporations or cooperatives, and conduct its business and exercise its powers within this state and to participate with other persons in any corporation, cooperative, partnership, limited partnership, joint venture or other association of any kind, or in any transaction, undertaking or arrangement which the participating person would have power to conduct by itself, whether or not such participation involves sharing or delegation of control with or to others;
(l) adopt, amend and repeal bylaws; and
(m) do and perform any other acts and things, and to have and exercise any other powers which may be necessary, to accomplish the purpose for which the cooperative is organized.
History: L. 1941, ch. 185, § 4; L. 1978, ch. 81, § 1; L. 1986, ch. 92, § 2; July 1.
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.
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.
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.
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.
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.
(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.
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.
(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.
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.
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.
A cooperative may amend its articles of incorporation in any manner not inconsistent with this act by complying with the following requirements:
(a) 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.
(b) 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.
(c) The articles of amendment shall recite that they are executed pursuant to this act and shall state:
(1) The name of the cooperative; and
(2) the amendment to its articles of incorporation.
(d) 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; L. 2024, ch. 45, § 4; July 1.
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.
(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.
(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.
(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.
History: L. 1941, ch. 185, § 20; Repealed, L. 1978, ch. 81, § 4; July 1.
(a) A cooperative which has not commenced business may be dissolved by delivering to the secretary of state articles of dissolution which shall be executed on behalf of the cooperative by a majority of the incorporators and which shall state:
(1) The name of the cooperative;
(2) the address of its principal office;
(3) that the cooperative has not commenced business;
(4) that any sums received by the cooperative, less any part thereof disbursed for expenses of the cooperative, have been returned or paid to those entitled thereto;
(5) that no debt of the cooperative is unpaid; and
(6) that a majority of the incorporators elect that the cooperative be dissolved.
(b) A cooperative which has commenced business may be dissolved in the following manner: The members at any meeting shall approve, by the affirmative vote of not less than
2/3 of those members voting on such proposal at such meeting, a proposal that the cooperative be dissolved. Upon such approval, a certificate of election to dissolve, hereinafter designated the "certificate," executed on behalf of the cooperative by its president or vice-president, attested by its secretary, and stating:
(1) The name of the cooperative;
(2) the address of its principal office; and
(3) that the members of the cooperative have duly voted that the cooperative be dissolved, shall, together with an affidavit made by its president or vice-president executing the certificate, stating that the statements in the certificate are true, be submitted to the secretary of state for filing.
Upon the filing of the certificate and affidavit by the secretary of state, the cooperative shall cease to carry on its business except to the extent necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the secretary of state. The board of trustees shall immediately cause notice of the dissolution proceedings to be mailed to each known creditor of and claimant against the cooperative and to be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located. The board of trustees shall wind up and settle the affairs of the cooperative, collect sums owing to it, liquidate its property and assets, pay and discharge its debts, obligations and liabilities, and do all other things required to wind up its business, and after paying or discharging or adequately providing for the payment or discharge of all its debts, obligations and liabilities, shall distribute any remaining sums among its members and former members in proportion to the patronage of the respective members or former members during the seven years next preceding the date of the filing of the certificate by the secretary of state, or if the cooperative has not been in existence for such period, then during the period of its existence prior to such filing. The board of trustees shall thereupon authorize the execution of articles of dissolution, which shall be executed on behalf of the cooperative by its president or vice-president, and attested by its secretary.
The articles of dissolution shall recite that they are executed pursuant to this act and shall state:
(1) The name of the cooperative;
(2) the address of its principal office;
(3) the date on which the certificate of election to dissolve was filed by the secretary of state;
(4) that there are no actions or suits pending against the cooperative;
(5) that all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor; and
(6) that the preceding provisions of this subsection have been duly complied with.
The president or vice-president executing the articles of dissolution shall make and annex thereto an affidavit stating that the statements made therein are true.
History: L. 1941, ch. 185, § 21; L. 2000, ch. 39, § 14; July 1.
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.
Revenues of a cooperative for any fiscal year in excess of the amount thereof necessary:
(a) To defray the expenses of the operation and maintenance of the facilities of the cooperative during such fiscal year;
(b) to pay interest and principal obligations of the cooperative coming due in such fiscal year;
(c) to finance, or to provide a reserve for the financing of, the construction or acquisition by the cooperative of additional facilities to the extent determined by the board of trustees;
(d) to provide a reasonable reserve for working capital;
(e) to provide a reserve for the payment of indebtedness of the cooperative in an amount not less than the total of the interest and principal payments in respect thereof required to be made during the next following fiscal year shall, unless otherwise determined by a vote of the members, be distributed by the cooperative to its members and to other persons to whom the cooperative supplies electric energy or other services, as patronage refunds prorated in accordance with the patronage of the cooperative by the respective members and such other persons, paid for during such fiscal year: Provided, however, That such distribution shall not be made to any such other person until he has become a member of the cooperative.
If such other person does not become a member of the cooperative within one year after the amount of his distributive share or accumulated distributive shares equal the membership fee required by the bylaws of the cooperative, or if no membership fee is required, within two years after the declaration of any such patronage refund, he shall cease to be entitled to such share or shares. Nothing herein contained shall be construed to prohibit the payment by a cooperative of all or any part of its indebtedness prior to the date when the same shall become due.
History: L. 1941, ch. 185, § 23; June 30.
(a) The board of trustees of a cooperative shall have full power and authority, without authorization by the members thereof, to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust of, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board of trustees shall determine, to secure any indebtedness of the cooperative.
(b) A cooperative may not otherwise sell, mortgage, lease or otherwise dispose of or encumber all or a substantial portion of its property unless such sale, mortgage, lease or other disposition or encumbrance is authorized by the affirmative vote of not less than a majority of all the members of the cooperative.
History: L. 1941, ch. 185, § 24; L. 1970, ch. 93, § 1; July 1.
No member shall be liable or responsible for any debts of the cooperative and the property of the members shall not be subject to execution therefor.
History: L. 1941, ch. 185, § 25; June 30.
Any mortgage, deed or trust or other instrument executed by a cooperative doing business in this state pursuant to this act, which affects real and personal property and which is recorded in the real property records in any county in which such property is located or is to be located, shall have the same force and effect as if the mortgage, deed of trust or other instrument were also recorded, filed or indexed as provided by law in the proper office in such county as a mortgage of personal property. All after-acquired property of such cooperative described or referred to as being mortgaged or pledged in any such mortgage, deed of trust or other instrument, shall become subject to the lien thereof immediately upon the acquisition of such property by such cooperative, whether or not such property was in existence at the time of the execution of such mortgage, deed or trust or other instrument.
Recordation of any such mortgage, deed of trust or other instrument shall constitute notice and otherwise have the same effect with respect to such after-acquired property as it has under the laws relating to recordation, with respect to property owned by such cooperative at the time of the execution of such mortgage, deed of trust or other instrument and therein described or referred to as being mortgaged or pledged thereby. The lien upon personal property of any such mortgage, deed of trust or other instrument shall, after recordation thereof, continue in existence and of record for the period of time specified therein without the refiling thereof or the filing of any renewal certificate, affidavit or other supplemental information required by the laws relating to the renewal, maintenance or extension of liens upon personal property.
History: L. 1941, ch. 185, § 26; June 30.
No action or suit may be brought against a cooperative doing business in this state pursuant to this act, or against any agent, servant or employee thereof, by reason of the maintenance of electric transmission or distribution lines on any real property after the expiration of a period of two years of continuous maintenance of such lines without the consent of the person or persons legally entitled to object to such maintenance.
History: L. 1941, ch. 185, § 27; June 30.
No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reason of being an officer, trustee or member of such cooperative.
History: L. 1941, ch. 185, § 28; June 30.
History: L. 1941, ch. 185, § 29; Repealed, L. 1972, ch. 54, § 24; July 1.
Cooperatives doing business in this state pursuant to this act shall be subject to the jurisdiction and control of the corporation commission of this state as provided in those provisions of chapter 66 of Kansas Statutes Annotated applicable to electric utilities.
History: L. 1941, ch. 185, § 30; L. 1976, ch. 110, § 1; July 1.
No merger or consolidation of any cooperative, or corporation, organized under the provisions of this act shall become effective until the same has been approved by the corporation commission of the state of Kansas.
History: L. 1941, ch. 185, § 33; June 30.
The provisions of the Kansas uniform securities act shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative doing business in this state pursuant to this act to the United States of America or any agency or instrumentality thereof, or to any mortgage, deed of trust or other instrument executed to secure the same. The provisions of such securities act shall not apply to the issuance of membership certificates by any cooperative.
History: L. 1941, ch. 185, § 31; L. 2004, ch. 154, § 57; July 1, 2005.
If any provisions of this act, or the application of such provision to any person or circumstance is held invalid, the remainder of the act and the application of such provisions to other persons or circumstances shall not be affected thereby. No caption of any section or set of sections shall in any way affect the interpretation of this act or any part thereof.
History: L. 1941, ch. 185, § 32; June 30.
(a) Every corporation organized under the electric cooperative act of this state shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the corporation on the day the report is filed with the secretary of state.
(b) The report shall be filed biennially, as determined by the year that the electric cooperative filed its formation documents. An electric cooperative that filed formation documents in an even-numbered year shall file a report in each even-numbered year. An electric cooperative that filed formation documents in an odd-numbered year shall file a report in each odd-numbered year. The report shall be filed not later than April 15.
(c) The report shall be made on a form provided by the secretary of state, containing the following information:
(1) The name of the corporation;
(2) 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; and
(3) the names and postal addresses of the president, secretary, treasurer, or the equivalent of such officers, and all trustees.
(d) Such reports shall be signed by the president, vice president or secretary of the corporation, or the equivalent of such officer, under penalty of perjury and forwarded to the secretary of state.
(e) At the time of filing its business entity information report, each such corporation shall pay a fee in an amount equal to $80, plus the amount specified in rules and regulations of the secretary.
History: L. 1972, ch. 54, § 20; L. 1973, ch. 90, § 3; L. 1976, ch. 99, § 3; L. 2002, ch. 185, § 40; L. 2004, ch. 171, § 18; L. 2005, ch. 157, § 6; L. 2007, ch. 81, § 3; L. 2016, ch. 110, § 13; L. 2021, ch. 61, § 8; L. 2023, ch. 66, § 4; L. 2024, ch. 45, § 5; July 1.
(a) The provisions of the Kansas general corporation code and all powers and rights thereunder shall apply to the corporations organized under the electric cooperative act, except where such provisions are in conflict with or inconsistent with the express provisions of the electric cooperative act.
(b) The provisions of this section shall be a part of and supplemental to the electric cooperative act.
History: L. 2008, ch. 46, § 2; July 1.
K.S.A. 17-4651 through 17-4680, and amendments thereto, may be cited as the renewable energy electric generation cooperative act.
History: L. 2003, ch. 81, § 1; July 1.
As used in the renewable energy electric generation cooperative act:
(a) "Cooperative" means any corporation organized under the renewable energy electric generation cooperative act or which becomes subject to the renewable energy electric generation cooperative act in the manner hereinafter provided.
(b) "Person" means any natural person, firm, association, corporation, limited liability company, business trust or partnership.
(c) "Renewable attributes" has the meaning provided in K.S.A. 66-1,184a, and amendments thereto.
(d) "Renewable resources or technologies" means wind, solar, photovoltaic, biomass, hydropower, geothermal, waste incineration and landfill gas resources or technologies.
History: L. 2003, ch. 81, § 2; L. 2007, ch. 4, § 1; July 1.
Five or more persons may organize a cooperative, nonprofit, membership corporation under the provisions of the renewable energy electric generation cooperative act for the purposes of conducting or promoting any lawful business under the general corporation laws of the state, generating electricity from renewable resources and technologies and transmitting and selling such electricity at wholesale.
History: L. 2003, ch. 81, § 3; July 1.
(a) In addition to the powers conferred on all corporations under article 61 of chapter 17 of the Kansas Statutes Annotated, a cooperative organized under the renewable energy electric generation cooperative act shall have power to:
(1) Sue and be sued in its corporate name;
(2) have perpetual existence;
(3) adopt a corporate seal and alter the same;
(4) generate, either as the cooperative or as individual members of the cooperative, electricity from renewable resources or technologies and transmit and sell such electricity at wholesale;
(5) sell renewable attributes of the cooperative or of members of the cooperative;
(6) construct, purchase, lease, equip, maintain and operate, and to sell, assign, convey, lease, mortgage, pledge or encumber electric transmission lines or systems, electric generating plants, and lands, buildings, structures, easements and rights-of-way and equipment, and any other real or personal property, tangible or intangible, necessary to accomplish the purpose for which the cooperative may be organized hereunder;
(7) purchase, lease as lessee or otherwise acquire, and use, and exercise and to sell, assign, convey, mortgage, pledge or otherwise dispose of or encumber, franchises, rights, privileges, licenses and easements;
(8) borrow money and otherwise contract indebtedness, and to issue notes, bonds and other evidences of indebtedness, and to secure the payment thereof by mortgage, pledge, or deed of trust of, or any other encumbrance upon, any or all of its then-owned or after-acquired real or personal property, assets, franchises, revenues or income;
(9) construct, maintain and operate electric transmission lines along, upon, under and across publicly owned lands and public thoroughfares, roads, highways, streets, alleys, bridges and causeways in conformity with the laws of the state of Kansas;
(10) become an incorporator, promoter, manager, member, stockholder or owner of other corporations or cooperatives, and conduct its business and exercise its powers within this state and to participate with other persons in any corporation, limited liability company, cooperative, partnership, limited partnership, joint venture or other association of any kind, or in any transaction, undertaking or arrangement which the participating person would have power to conduct by itself, whether or not such participation involves sharing or delegation of control with or to others;
(11) adopt, amend and repeal bylaws; and
(12) do and perform any other acts and things, and to have and exercise any other powers which may be necessary, to accomplish the purpose for which the cooperative is organized.
(b) No cooperative organized under the renewable energy electric generation cooperative act nor any member of such cooperative shall:
(1) Enter into any contract for parallel generation services pursuant to K.S.A. 66-1,184, and amendments thereto, with regard to power generated by such cooperative or member from renewable resources;
(2) sell electricity at retail or have a certificated territory in this state;
(3) transfer or distribute electricity to any other member of the cooperative; or
(4) resell electricity provided to the cooperative or member by the cooperative's or member's provider of last resort.
History: L. 2003, ch. 81, § 4; July 1.
The name of an electric generation cooperative organized under the renewable energy electric generation cooperative act shall include the words "renewable," "generation" and "cooperative" and the abbreviation "Inc." The name of an electric generation 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 doing business in this state pursuant to the renewable energy electric generation cooperative act shall use all of the following words in its name: "Renewable," "generation" and "cooperative."
History: L. 2003, ch. 81, § 5; July 1.
(a) The articles of incorporation of a cooperative organized under the renewable energy electric generation cooperative act shall recite that they are executed pursuant to the renewable energy electric generation cooperative 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 directors; and
(5) the purposes for which it is organized.
(b) The articles of incorporation of a cooperative organized under the renewable energy electric generation cooperative act may contain any provisions, not inconsistent with the renewable energy electric generation cooperative act, which are deemed necessary or advisable for the conduct of the business of the cooperative.
(c) The articles of incorporation shall be signed by each incorporator.
History: L. 2003, ch. 81, § 6; July 1.
The board of directors 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 directors and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with the renewable energy electric generation cooperative act or with the cooperative's articles of incorporation.
History: L. 2003, ch. 81, § 7; July 1.
Each incorporator of a cooperative shall be a member thereof. No person shall become a member of the cooperative unless such person operates generation facilities which use renewable resources and have a capacity of at least 100 kilowatts and agrees to generate electricity using such facilities and: (a) Transmit and sell at wholesale through the cooperative any such electricity in excess of that used by the person; (b) sell through the cooperative renewable attributes; or (c) both. Any member of a cooperative who so agrees shall cease to be a member of the cooperative if such member does not comply with the terms of the agreement within two years after such person 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. 2003, ch. 81, § 8; July 1.
(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 of the cooperative.
(b) Special meetings of the members may be called by the president, by the board of directors, by any three directors or by not less than 10% of the members.
(c) Except as otherwise provided in the renewable energy electric generation cooperative 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 10 days nor more than 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 the member's 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 shall be 5% of all members, who must be present in person. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting without further notice.
(e) Each member shall be entitled to one 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 members at any meeting of the members.
History: L. 2003, ch. 81, § 9; July 1.
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. 2003, ch. 81, § 10; July 1.
(a) The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative. The bylaws shall prescribe the number of directors, their qualifications, other than those prescribed in the renewable energy electric generation cooperative act, the manner of holding meetings of the board of directors and of electing successors to directors who resign, die or are otherwise incapable of acting as a director. The bylaws may also provide for the removal of directors from office and for the election of their successors. Directors shall not receive any salary for their services as directors 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 provide that a fixed fee and expenses of attendance may be allowed to each director for attendance at each meeting of the board of directors and for other functions duly authorized for and on behalf of the cooperative.
(b) The directors 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 directors to hold office until the next annual meeting of the members, except as otherwise provided in the renewable energy electric generation cooperative act. Each director shall hold office for the term for which elected and until a successor is elected and qualifies.
(c) Instead of electing all the directors annually, the bylaws may provide for half of the directors, or a number as near thereto as possible, to be elected to serve until the next annual meeting of the members and that the remaining directors shall be elected to serve until the second succeeding annual meeting. Thereafter, as directors' terms expire, the members shall elect successor directors to serve until the second succeeding annual meeting after their election.
(d) Instead of electing the directors in the manner provided in subsection (b) or (c), the bylaws may provide that the members shall be elected at such annual meetings to serve for terms of three years, except that the terms of the first directors elected pursuant to this subsection may be fixed in such bylaws for a number of years not exceeding three and, upon the expiration thereof, all members thereafter to be elected for terms of three years.
(e) A majority of the board of directors 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 director.
History: L. 2003, ch. 81, § 11; July 1.
The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer. The offices shall be elected annually by and from the board of directors. When a person holding any such office ceases to be a director, the person shall cease to hold such office. The office of secretary and the office of treasurer may be held by the same person. The board of directors may also elect or appoint such other officers, agents or employees as the board deems necessary or advisable and the board shall prescribe the powers and duties of such officers, agents or employees. Any officer may be removed from office and a successor elected in the manner prescribed in the bylaws.
History: L. 2003, ch. 81, § 12; July 1.
A cooperative may amend its articles of incorporation in any manner not inconsistent with the renewable energy electric generation cooperative 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 the renewable energy electric generation cooperative act and shall state: (a) The name of the cooperative; (b) the address of its principal office; and (c) 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 amendment was submitted and adopted in compliance with the provisions of this section.
History: L. 2003, ch. 81, § 13; July 1.
Articles of incorporation, amendment, consolidation, merger, conversion or dissolution, when executed and accompanied by such affidavits as required by applicable provisions of the renewable energy electric generation cooperative 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 the renewable energy electric generation cooperative act, the secretary, upon the payment of the fees provided by the renewable energy electric generation cooperative act, shall file such articles in the records of the secretary's office. Upon such filing the incorporation, amendment, consolidation, merger, conversion or dissolution 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. 17-4668, and amendments thereto.
History: L. 2003, ch. 81, § 18; July 1.
A cooperative, upon authorization of its board of directors or its members, may change the location of its principal office to any place within the state of Kansas by filing, in the office of the secretary of state, a certificate which recites such change of principal office and which is executed by the cooperative's president or vice-president and attested by the cooperative's secretary.
History: L. 2003, ch. 81, § 14; July 1.
(a) Any two or more cooperatives organized under the renewable energy electric generation cooperative act may merge into a single cooperative, which may be any one of the constituent cooperatives, or may consolidate into a new cooperative formed by the consolidation, by complying with the following requirements:
(1) The proposition for the merger or consolidation of the cooperatives and proposed articles of merger or consolidation shall be submitted to a meeting of the members of each merging or consolidating cooperative, the notice of which shall have attached a copy of the proposed articles of merger or consolidation; and
(2) if the proposed merger or consolidation and the proposed articles of merger or consolidation, with any amendments, are approved by the affirmative vote of not less than
2/3 of the members of each merging or consolidating cooperative voting at each such meeting, the articles of merger or consolidation in the form approved shall be executed on behalf of each merging or consolidating cooperative by its president or vice-president and attested by its secretary.
(b) Voting on the proposed articles of merger or consolidation shall be in accordance with subsection (e) of K.S.A. 17-4659, and amendments thereto.
(c) The articles of merger or consolidation shall recite that they are executed pursuant to the renewable energy electric generation cooperative act and shall state:
(1) The name of each merging or consolidating cooperative and the address of its principal office;
(2) the name of the surviving or new cooperative and the address of its principal office;
(3) a statement that each merging or consolidating cooperative agrees to the merger or consolidation;
(4) the names and addresses of the directors of the surviving or new cooperative; and
(5) the terms and conditions of the merger or consolidation and the mode of carrying the same into effect, including the manner in which the members of the merging or consolidating cooperatives may or shall become members of the surviving or new cooperative.
Such articles may contain any provisions, not inconsistent with the renewable energy electric generation cooperative act, which are deemed necessary or advisable for the conduct of the business of the surviving or new cooperative.
(d) The president or vice-president of each merging or consolidating cooperative executing the articles of merger or consolidation shall make and annex thereto an affidavit stating that such articles were submitted and approved in compliance with the provisions of this section.
History: L. 2003, ch. 81, § 15; July 1.
(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. 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 consolidating or merging cooperative 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 liabilities and obligations of each consolidating or merging cooperative 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.
(d) Neither the rights of creditors nor any liens upon the property of any such cooperative shall be impaired by such consolidation or merger.
History: L. 2003, ch. 81, § 16; July 1.
(a) A cooperative which has not commenced business may be dissolved by delivering to the secretary of state articles of dissolution which shall be executed on behalf of the cooperative by a majority of the incorporators and which shall state:
(1) The name of the cooperative;
(2) the address of its principal office;
(3) that the cooperative has not commenced business;
(4) that any sums received by the cooperative, less any part thereof disbursed for expenses of the cooperative, have been returned or paid to those entitled thereto;
(5) that no debt of the cooperative is unpaid; and
(6) that a majority of the incorporators elect that the cooperative be dissolved.
(b) A cooperative which has commenced business may be dissolved in the following manner:
(1) The members at any meeting shall approve, by the affirmative vote of not less than
2/3 of those members voting on such proposal at such meeting, a proposal that the cooperative be dissolved. Upon such approval, a certificate of election to dissolve shall be executed on behalf of the cooperative by its president or vice-president and attested by its secretary. Such certificate shall state: (A) The name of the cooperative; (B) the address of its principal office; and (C) that the members of the cooperative have duly voted that the cooperative be dissolved. Such certificate shall be submitted to the secretary of state for filing, together with an affidavit, made by the cooperative's president or vice-president executing the certificate, stating that the statements in the certificate are true.
(2) Upon the filing of the certificate and affidavit by the secretary of state, the cooperative shall cease to carry on its business except to the extent necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the secretary of state. The board of directors shall immediately cause notice of the dissolution proceedings to be mailed to each known creditor of and claimant against the cooperative and to be published once a week for two successive weeks in a newspaper of general circulation in the county where the principal office of the cooperative is located. The board of directors shall wind up and settle the affairs of the cooperative, collect sums owing to it, liquidate its property and assets, pay and discharge its debts, obligations and liabilities, and do all other things required to wind up its business, and after paying or discharging or adequately providing for the payment or discharge of all its debts, obligations and liabilities, shall distribute any remaining sums among its members and former members in proportion to the patronage of the respective members or former members during the seven years next preceding the date of the filing of the certificate by the secretary of state or, if the cooperative has not been in existence for such period, then during the period of its existence prior to such filing. The board of directors shall thereupon authorize the execution of articles of dissolution, which shall be executed on behalf of the cooperative by its president or vice-president, and attested by its secretary.
(3) The articles of dissolution shall recite that they are executed pursuant to the renewable energy electric generation cooperative act and shall state:
(A) The name of the cooperative;
(B) the address of its principal office;
(C) the date on which the certificate of election to dissolve was filed by the secretary of state;
(D) that there are no actions or suits pending against the cooperative;
(E) that all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor; and
(F) that the preceding provisions of this subsection have been duly complied with.
The president or vice-president executing the articles of dissolution shall make and annex thereto an affidavit stating that the statements made therein are true.
History: L. 2003, ch. 81, § 17; July 1.
(a) Except as otherwise determined by a vote of the members of the cooperative, revenues of a cooperative for any fiscal year in excess of the following shall be distributed by the cooperative to its members in accordance with the bylaws of the cooperative:
(1) Amounts necessary to defray the expenses of operation and maintenance of facilities of the cooperative during such fiscal year;
(2) amounts necessary to pay interest and principal obligations of the cooperative coming due in such fiscal year;
(3) amounts necessary to finance, or to provide a reserve for the financing of, the construction or acquisition by the cooperative of additional facilities to the extent determined by the board of directors;
(4) amounts necessary to provide a reasonable reserve for working capital;
(5) amounts necessary to provide a reserve for the payment of indebtedness of the cooperative in an amount not less than the total of the interest and principal payments in respect thereof required to be made during the next following fiscal year.
(b) Nothing herein contained shall be construed to prohibit the payment by a cooperative of all or any part of its indebtedness prior to the date when the same shall become due.
History: L. 2003, ch. 81, § 19; July 1.
(a) The board of directors of a cooperative shall have full power and authority, without authorization by the members thereof, to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust of, or the pledging or encumbering of, any or all of the property, assets, rights, privileges, licenses, franchises and permits of the cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board of directors shall determine, to secure any indebtedness of the cooperative.
(b) A cooperative may not otherwise sell, mortgage, lease or otherwise dispose of or encumber all or a substantial portion of its property unless such sale, mortgage, lease or other disposition or encumbrance is authorized by the affirmative vote of not less than a majority of all the members of the cooperative.
History: L. 2003, ch. 81, § 20; July 1.
No member of a cooperative shall be liable or responsible for any debts of the cooperative and the property of the members shall not be subject to execution therefor.
History: L. 2003, ch. 81, § 21; July 1.
Any mortgage, deed or trust or other instrument executed by a cooperative doing business in this state pursuant to the renewable energy electric generation cooperative act, which affects real and personal property and which is recorded in the real property records in any county in which such property is located or is to be located, shall have the same force and effect as if the mortgage, deed of trust or other instrument were also recorded, filed or indexed as provided by law in the proper office in such county as a mortgage of personal property. All after-acquired property of such cooperative described or referred to as being mortgaged or pledged in any such mortgage, deed of trust or other instrument, shall become subject to the lien thereof immediately upon the acquisition of such property by such cooperative, whether or not such property was in existence at the time of the execution of such mortgage, deed or trust or other instrument. Recordation of any such mortgage, deed of trust or other instrument shall constitute notice and otherwise have the same effect with respect to such after-acquired property as it has under the laws relating to recordation, with respect to property owned by such cooperative at the time of the execution of such mortgage, deed of trust or other instrument and therein described or referred to as being mortgaged or pledged thereby. The lien upon personal property of any such mortgage, deed of trust or other instrument, after recordation thereof, shall continue in existence and of record for the period of time specified therein without the refiling thereof or the filing of any renewal certificate, affidavit or other supplemental information required by the laws relating to the renewal, maintenance or extension of liens upon personal property.
History: L. 2003, ch. 81, § 22; July 1.
No action or suit affecting an easement or lease may be brought against a cooperative doing business in this state pursuant to the renewable energy electric generation cooperative act, or against any agent, servant or employee thereof, by reason of the maintenance of electric transmission lines on any real property after the expiration of a period of two years of continuous maintenance of such lines without the consent of the person or persons legally entitled to object to such maintenance.
History: L. 2003, ch. 81, § 23; July 1.
No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reason of being an officer, director or member of such cooperative.
History: L. 2003, ch. 81, § 24; July 1.
(a) Cooperatives doing business in this state pursuant to the renewable energy electric generation cooperative act shall be subject to the jurisdiction and control of the state corporation commission of this state in those provisions of chapter 66 of the Kansas Statutes Annotated applicable to electric utilities.
(b) No merger or consolidation of any cooperative organized under the provisions of the renewable energy electric generation cooperative act shall become effective until approved by the state corporation commission.
History: L. 2003, ch. 81, § 25; July 1.
The provisions of the Kansas securities act shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative doing business in this state pursuant to the renewable energy electric generation cooperative act to the United States of America or any agency or instrumentality thereof, or to any mortgage, deed of trust or other instrument executed to secure the same. The provisions of such securities act shall not apply to the issuance of membership certificates by any cooperative.
History: L. 2003, ch. 81, § 26; July 1.
(a) Every cooperative organized under the renewable energy electric generation cooperative act shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the cooperative on the day the report is filed with the secretary of state.
(b) The report shall be filed biennially, as determined by the year that the renewable energy electric generation cooperative filed its articles of formation documents. A renewable energy electric generation cooperative that filed formation documents in an even-numbered year shall file a report in each even-numbered year. A renewable energy electric generation cooperative that filed formation documents in an odd-numbered year shall file a report in each odd-numbered year. The report shall be filed not later than April 15.
(c) The report shall be made on a form provided by the secretary of state, containing the following information:
(1) The name of the cooperative;
(2) the location of the principal office of the cooperative, including the building and suite number, street name or rural route number with box number, city, state and zip code; and
(3) the names and postal addresses of the president, secretary, treasurer, or the equivalent of such officers, and directors of the cooperative.
(d) The report shall be dated, signed by the president, vice president or secretary of the cooperative, or the equivalent of such officer, under penalty of perjury and forwarded to the secretary of state.
(e) At the time of filing its business entity information report, the cooperative shall pay a fee in an amount equal to $80, plus the amount specified in rules and regulations of the secretary.
History: L. 2003, ch. 81, § 27; L. 2004, ch. 171, § 19; L. 2005, ch. 157, § 7; L. 2007, ch. 81, § 4; L. 2021, ch. 61, § 9; L. 2023, ch. 66, § 5; L. 2024, ch. 45, § 6; July 1.
A cooperative organized under the renewable energy electric generation cooperative act shall pay the costs of use of distribution and transmission systems by the cooperative to transmit electricity, the costs of a generation interconnect study to the extent required by the standard provisions for agreements for interconnection and the costs of transmission system improvements, other upgrades and metering necessary for system operation. The cooperative shall negotiate with the owners of distribution and transmission systems for the purpose of determining such costs.
History: L. 2003, ch. 81, § 28; July 1.
If a member of a cooperative organized under the renewable energy electric generation cooperative act is located within the certificated territory of a retail electric supplier, such supplier may charge such member of the cooperative a monthly fee which reflects the cost of providing standby electric service, distribution system repair and maintenance and other reasonable costs of being the provider of last resort.
History: L. 2003, ch. 81, § 29; July 1.
Any agreement between a cooperative organized under the renewable energy electric generation cooperative act and the owner of distribution or transmission lines directly interconnecting with generation facilities of members of such cooperative for use of such lines by the cooperative shall require that all safety, system reliability and other appropriate issues shall have been satisfactorily resolved by the parties prior to the cooperative's first delivery of electricity.
History: L. 2003, ch. 81, § 30; July 1.
If any provisions of this act or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the act that can be given effect without the invalid provisions or application. To this end the provisions of this act are severable.
History: L. 2003, ch. 81, § 33; July 1.
(a) The provisions of the Kansas general corporation code and all powers and rights thereunder shall apply to the corporations organized under the renewable energy electric generation cooperative act, except where such provisions are in conflict with or inconsistent with express provisions of the renewable energy electric generation cooperative act.
(b) The provisions of this section shall be a part of and supplemental to the renewable energy electric generation cooperative act.
History: L. 2008, ch. 46, § 3; July 1.
History: L. 1943, ch. 118, §§ 1, 2; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1943, ch. 118, §§ 3–5; L. 1951, ch. 206, §§ 1–3; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1951, ch. 206, §§ 4–6; 17; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1943, ch. 118, § 6; L. 1951, ch. 206, § 7; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1943, ch. 118, §§ 7, 8; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1943, ch. 118, § 9; L. 1951, ch. 206, § 8; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1943, ch. 118, § 10; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1943, ch. 118, § 11; L. 1951, ch. 206, § 9; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1943, ch. 118, §§ 12, 13; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1943, ch. 118, §§ 14–18; L. 1951, ch. 206, §§ 10–14; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1943, ch. 118, § 19; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1943, ch. 118, §§ 20, 21; L. 1951, ch. 206, §§ 15, 16; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1943, ch. 118, §§ 22, 23; Repealed, L. 1953, ch. 106, § 19; L. 1953, ch. 133, § 1; June 30.
History: L. 1953, ch. 106, §§ 1–18; Repealed, L. 1957, ch. 155, § 1; June 29.
This act shall be known and be cited as the "urban renewal law."
History: L. 1955, ch. 86, § 1; June 30.
It is hereby found and declared that there exist in certain cities of the state, slum and blighted areas (as herein defined) which constitute a serious and growing menace, injurious to the public health, safety, morals and welfare of the residents of the state; that the existence of such areas contributes substantially and increasingly to the spread of disease and crime, constitutes an economic and social liability, substantially impairs or arrests the sound growth of municipalities and retards the provision of housing accommodations; and that the prevention and elimination of slums and blight is a matter of state policy and state concern in order that the state and certain cities therein shall not continue to be endangered by areas which are focal centers of disease, promote juvenile delinquency, and that because of the congestion in such slum and blighted area innumerable traffic problems are created which hamper the easy flow of motor vehicles throughout the area, and, while contributing little to the tax income of the state and its municipalities, consume an excessive proportion of its revenues because of the extra services required for police, fire, accident, hospitalization and other forms of public protection, services and facilities.
It is further found and declared that certain slum or blighted areas, or portions thereof, may require acquisition and clearance, as provided in this act, since the prevailing condition of decay may make impracticable the reclamation of the area by conservation or rehabilitation; that other areas or portions thereof may, through the means provided in this act, be susceptible of conservation or rehabilitation in such a manner that the conditions and evils hereinbefore enumerated may be eliminated, remedied or prevented; and that to the extent feasible salvable slum and blighted areas should be conserved and rehabilitated through voluntary action and the regulatory process.
It is further found and declared that the powers conferred by this act are for public uses and purposes for which public money may be expended and the power of eminent domain exercised; and that the necessity in the public interest for the provisions herein enacted is hereby declared as a matter of legislative determination.
History: L. 1955, ch. 86, § 2; June 30.
A municipality, to the greatest extent it determines to be feasible in carrying out the provisions of this act, shall afford maximum opportunity, consistent with the sound needs of the municipality as a whole, to the rehabilitation or redevelopment of the urban renewal area by private enterprise. A municipality shall give consideration to this objective in exercising its powers under this act, including the formulation of a workable program, the approval of urban renewal plans (consistent with the general plan for the municipality), the adoption and enforcement of ordinances as provided for in K.S.A. 17-4759, the exercise of its zoning powers, the enforcement of other laws, codes and regulations relating to the use of land and the use and occupancy of buildings and improvements, the disposition of any property acquired, and the provision of necessary public improvements.
History: L. 1955, ch. 86, § 3; June 30.
A municipality for the purposes of this act may formulate a workable program for utilizing appropriate private and public resources (including those specified in K.S.A. 17-4759) to eliminate, and prevent the development or spread of, slums and urban blight, to encourage needed urban rehabilitation, to provide for the redevelopment of slum and blighted areas, or to undertake such of the aforesaid activities or other feasible municipal activities as may be suitably employed to achieve the objectives of such workable program. Such workable program may include, without limitation, provision for: The prevention of the spread of blight into areas of the municipality which are free from blight through diligent enforcement of housing, zoning and occupancy controls and standards; the rehabilitation or conservation of slum and blighted areas or portions thereof by replanning, removing congestion, providing parks, playgrounds and other public improvements, by encouraging voluntary rehabilitation and by compelling the repair and rehabilitation of deteriorated or deteriorating structure; and the clearance and redevelopment of slum areas or portions thereof.
History: L. 1955, ch. 86, § 4; June 30.
No municipality shall exercise any of the powers hereafter conferred by this act until after its local governing body shall have adopted a resolution finding that: (1) One or more slum or blighted areas exist in such municipality; and (2) the rehabilitation, conservation, or redevelopment, or a combination thereof, of such area or areas is necessary in the interest of the public health, safety, morals or welfare of the residents of such municipality.
History: L. 1955, ch. 86, § 5; June 30.
(a) A municipality shall not prepare an urban renewal plan for an urban renewal area unless the governing body has, by resolution, determined such an area to be a slum area or a blighted area or a combination thereof and designated such area as appropriate for an urban renewal project. The local governing body shall not approve an urban renewal plan until a general plan for the municipality has been prepared. A municipality shall not acquire real property for an urban renewal project by exercise of the power of eminent domain unless the local governing body has approved the urban renewal plan in accordance with subsection (d) hereof: Provided, A municipality may acquire real property at any time, within an area which the local governing body has determined appropriate for an urban renewal project and regardless of whether or not an urban renewal plan for the area has been approved, by means other than the exercise of the power of eminent domain, whenever the local governing body shall have approved, by resolution, of the acquisition of real property in such an urban renewal area. In order to qualify for financial assistance from the federal government in making such acquisitions, and regardless of any other provisions of the laws of Kansas, the local governing body may assume the responsibility to the federal government to bear any loss that may arise as a result of such acquisition in the event the property so acquired is not used for urban renewal purposes because an urban renewal plan for the project area is not approved, or is amended to omit any of the acquired property, or is abandoned for any reason: Provided further, Real property so acquired shall be subject to all other provisions of the urban renewal law the same as property otherwise acquired, except that in the event the property so acquired is not used for urban renewal purposes because an urban renewal plan for the project area is not approved, or is amended to omit any of the acquired property, or is abandoned for any reason, the property may be disposed of under such reasonable competitive bidding procedures as the municipality shall prescribe.
(b) The municipality may itself prepare or cause to be prepared an urban renewal plan, or any person or agency, public or private, may submit such a plan to the municipality. Prior to its approval of an urban renewal plan, the local governing body shall submit such plan to the planning commission of the municipality, if any, for review and recommendations as to its conformity with the general plan for the development of the municipality as a whole. The planning commissions shall submit their written recommendations with respect to the proposed urban renewal plan to the local governing body within thirty (30) days after receipt of the plan for review. Upon receipt of the recommendations of the planning commission or, if no recommendations are received within said thirty (30) days, then without such recommendations, the local governing body may proceed with the hearing on the proposed urban renewal plan prescribed by subsection (c) hereof.
(c) The local governing body shall hold a public hearing on an urban renewal plan or substantial modification of an approved urban renewal plan, after public notice thereof by publication in a newspaper having a general circulation in the area of operation of the municipality. The notice shall describe the time, date, place and purpose of the hearing, shall generally identify the urban renewal area covered by the plan, and shall outline the general scope of the urban renewal project under consideration.
(d) Following such hearing, the local governing body may approve an urban renewal plan if it finds that: (1) A feasible method exists for the location of families who will be displaced from the urban renewal area in decent, safe and sanitary dwelling accommodations within their means and without undue hardship to such families; (2) the urban renewal plan conforms to the general plan of the municipality as a whole; and (3) the urban renewal plan will afford maximum opportunity, consistent with the sound needs of the municipality as a whole, for the rehabilitation or redevelopment of the urban renewal area by private enterprise: Provided, That if the urban renewal area or a portion thereof consists of a blighted area of open land which is to be acquired by the municipality for slum clearance and redevelopment, such blighted area shall not be so acquired unless (1) it is to be redeveloped for predominantly residential uses, and (2) the local governing body shall determine that a shortage of housing of sound standards and design which is decent, safe and sanitary exists in the municipality; that the need for housing accommodations has been or will be increased as a result of the clearance of slums in other areas (including other portions of the urban renewal area); that the conditions of blight in the area and the shortage of decent, safe and sanitary housing cause or contribute to an increase in and spread of disease and crime and constitute a menace to the public health, safety, morals or welfare; and that the redevelopment of the area for predominantly residential uses is an integral part of and essential to the program of the municipality for the elimination of slum and blighted areas.
(e) An urban renewal plan may be modified at any time: Provided, That if modified after the lease or sale by the municipality of real property in the urban renewal project area, such modification shall be subject to such rights at law or in equity as a lessee or purchaser, or his successor or successors in interest may be entitled to assert. Any proposed modification which will substantially change the urban renewal plan as previously approved by the local governing body shall be subject to the requirements of this section, including the requirement of a public hearing, before it may be approved.
(f) Upon the approval of an urban renewal plan by the municipality the provisions of said plan with respect to the future use and building requirements applicable to the property covered by said plan shall be controlling with respect thereto.
(g) Notwithstanding any other provisions of this act, where the local governing body certifies that an area is in need of redevelopment or rehabilitation as result of a flood, fire, hurricane, earthquake, storm, or other catastrophe respecting which the governor of the state has certified the need for disaster assistance under public law 875, eighty-first congress, or other federal law, the local governing body may approve an urban renewal plan and an urban renewal project with respect to such area without regard to the provisions of subsection (d) of this section and the provisions of this act requiring a general plan for the municipality and a public hearing on the urban renewal project.
History: L. 1955, ch. 86, § 6; L. 1961, ch. 122, § 1; L. 1967, ch. 127, § 1; March 1.
Every municipality shall have all the powers necessary or convenient to carry out and effectuate the purposes and provisions of this act, including the following powers in addition to others herein granted:
(a) To undertake and carry out urban renewal projects within its area of operation; and to make and execute contracts and other instruments necessary or convenient to the exercise of its powers under this act; and to disseminate slum clearance and urban renewal information.
(b) To provide or to arrange or contract for the furnishing or repair by any person or agency, public or private, of services, privileges, works, streets, roads, public utilities or other facilities for or in connection with an urban renewal project; to install, construct, and reconstruct streets, utilities, parks, playgrounds, and other public improvements; and to agree to any conditions that it may deem reasonable and appropriate attached to federal financial assistance and imposed pursuant to federal law relating to the determination of prevailing salaries or wages or compliance with labor standards, in the undertaking or carrying out of an urban renewal project, and to include in any contract let in connection with such a project, provisions to fulfill such of said conditions as it may deem reasonable and appropriate.
(c) Within its area of operation, to enter upon any building or property in any urban renewal area in order to make surveys, appraisals, soundings or test borings, and to obtain an order for this purpose from a court of competent jurisdiction in the event entry is denied or resisted; to acquire by purchase, lease, option, gift, grant, bequest, devise, eminent domain or otherwise, any real property (or personal property for its administrative purposes) together with any improvements thereon, except the acquisition by eminent domain of the property of public utilities, either publicly or privately owned, lying beyond the corporate limits of the municipality; to hold, approve, clear or prepare for redevelopment any such property; to mortgage, pledge, hypothecate or otherwise encumber or dispose of any real property; to insure or provide for the insurance of any real or personal property, or operations of the municipality against any risks or hazards, including the power to pay premiums on any such insurance; and to enter into any contracts necessary to effectuate the purposes of this act. No statutory provision with respect to the acquisition, clearance or disposition of property by public bodies shall restrict a municipality or other public body exercising powers hereunder, in the exercise of such functions with respect to an urban renewal project, unless the legislature shall specifically so state.
(d) To invest any urban renewal project reserve or sinking funds not required for immediate disbursement, in investments authorized by K.S.A. 12-1675, and amendments thereto, in the manner prescribed therein or in direct obligations of the United States government or any agency thereof; to redeem such bonds as have been issued pursuant to K.S.A. 17-4751 at the redemption price established therein or to purchase such bonds at less than redemption price, all such bonds so redeemed or purchased to be canceled.
(e) To borrow money and to apply for and accept advances, loans, grants, contributions and any other form of financial assistance from the federal government, the state, county, or other public body, or from any sources, public or private, for the purposes of this act, and to give such security as may be required and to enter into and carry out contracts in connection therewith. A municipality may include in any contract for financial assistance with the federal government for an urban renewal project such conditions imposed pursuant to federal law as the municipality may deem reasonable and appropriate and which are not inconsistent with the purposes of this act.
(f) Within its area of operation, to make or have made all plans necessary to the carrying out of the purposes of this act and to contract with any person, public or private, in making and carrying out such plans and to adopt or approve, modify and amend such plans. Such plans may include, without limitation: (1) A general plan for the locality as a whole; (2) urban renewal plans; (3) plans for carrying out a program of voluntary or compulsory repair and rehabilitation of buildings and improvements; (4) plans for the enforcement of state and local laws, codes, and regulations relating to the use of land and the use and occupancy of buildings and improvements and to the compulsory repair, rehabilitation, demolition, or removal of buildings and improvements; and (5) appraisals, title searches, surveys, studies, and other preliminary plans and work necessary to prepare for the undertaking of urban renewal projects. The municipality is authorized to develop, test, and report methods and techniques, and carry out demonstrations and other activities, for the prevention and the elimination of slums and urban blight, and to apply for, accept and utilize grants of funds from the federal government for such purposes.
(g) To prepare plans and provide assistance for the relocation of families displaced from an urban renewal area to the extent essential for acquiring possession of and clearing such area or parts thereof to permit the carrying out of the urban renewal project, except that nothing in this act shall be construed as authorizing the construction of any public housing.
(h) To appropriate such funds and make such expenditures as may be necessary to carry out the purposes of this act, and to levy taxes and assessments for such purposes; to close, vacate, plan or replan streets, roads, sidewalks, ways or other places; to plan or replan, zone or rezone any part of the municipality or make exceptions from building regulations; and to enter into agreements with an urban renewal agency vested with urban renewal project powers under K.S.A. 17-4756 (which agreements may extend over any period, notwithstanding any provision or rule of law to the contrary), respecting action to be taken by such municipality pursuant to any of the powers granted by this act.
(i) Within its area of operation, to organize, coordinate and direct the administration of the provisions of this act as they apply to such municipality in order that the objective of remedying slum and blighted areas and preventing the causes thereof within such municipality may be most effectively promoted and achieved, and to establish such new office or offices of the municipality or to reorganize existing offices in order to carry out such purpose most effectively.
(j) To exercise all or any part or combination of powers herein granted.
History: L. 1955, ch. 86, § 7; L. 1977, ch. 54, § 24; July 1.
(a) A municipality shall have the right to acquire by condemnation any interest in real property, including a fee simple title thereto, which it may deem necessary for or in connection with an urban renewal project under this act. A municipality may exercise the power of eminent domain in the manner provided by chapter 26 of the Kansas Statutes Annotated, and acts amendatory thereof or supplementary thereto, or it may exercise the power of eminent domain in the manner now or which may be hereafter provided by any other statutory provisions for the exercise of the power of eminent domain. Property already devoted to a public use may be acquired in like manner: Provided, That no real property belonging to the state, or any political subdivision thereof, may be acquired without its consent.
(b) In any proceeding to fix or assess compensation for damages for the taking of property, or any interest therein, through the exercise of the power of eminent domain or condemnation, evidence or testimony bearing upon the following matters shall be admissible and shall be considered in fixing such compensation or damages, in addition to evidence or testimony otherwise admissible:
(1) Any use, condition, occupancy, or operation of such property which is unlawful or violative of, or subject to elimination, abatement, prohibition, or correction under, any law or any ordinance or regulatory measure of the state, county, municipality, other political subdivision, or any agency thereof, in which such property is located, as being unsafe, substandard, insanitary or otherwise contrary to the public health, safety, or welfare;
(2) The effect on the value of such property, of any such use, condition, occupancy, or operation, or of the elimination, abatement, prohibition, or correction of any such use, condition, occupancy, or operation;
(c) The foregoing testimony and evidence shall be admissible notwithstanding that no action has been taken by any public body or public officer toward the abatement, prohibition, elimination or correction of any such use, condition, occupancy, or operation. Testimony or evidence that any public body or public officer charged with the duty or authority so to do has rendered, made or issued any judgment, decree, determination or order for the abatement, prohibition, elimination or correction of any such use, condition, occupancy, or operation shall be admissible and shall be prima facie evidence of the existence and character of such use, condition or operation.
History: L. 1955, ch. 86, § 8; June 30.
(a) A municipality may sell, lease or otherwise transfer real property or any interest therein acquired by it, and may enter into contracts with respect thereto, in an urban renewal area for residential, recreational, commercial, industrial or other uses or for public use, or may retain such property or interest for public use, in accordance with the urban renewal plan, subject to such covenants, conditions and restrictions, including covenants running with the land (and including the incorporation by reference therein of the provisions of an urban renewal plan or any part thereof), as it may deem to be in the public interest or necessary to carry out the purposes of this act: Provided, That such sale, lease, other transfer, or retention, and any agreement relating thereto, may be made only after the approval of the urban renewal plan by the local governing body. The purchasers or lessees and their successors and assigns shall be obligated to devote such real property only to the uses specified in the urban renewal plan, and may be obligated to comply with such other requirements as the municipality may determine to be in the public interest, including the obligation to begin within a reasonable time any improvements on such real property required by the urban renewal plan. Such real property or interest shall be sold, leased, otherwise transferred, or retained at not less than its fair value for uses in accordance with the urban renewal plan. In determining the fair value of real property for uses in accordance with the urban renewal plan, a municipality shall take into account and give consideration to the uses provided in such plan; the restrictions upon, and covenants, conditions and obligations assumed by the purchaser or lessee or by the municipality retaining the property; and the objectives of such plan for the prevention of the recurrence of slum or blighted areas. The municipality in any instrument of conveyance to a private purchaser or lessee may provide that such purchaser or lessee shall be without power to sell, lease or otherwise transfer the real property without the prior written consent of the municipality until he has completed the construction of any and all improvements which he has obligated himself to construct thereon. Real property acquired by a municipality which, in accordance with the provisions of the urban renewal plan, is to be transferred, shall be transferred as rapidly as feasible in the public interest consistent with the carrying out of the provisions of the urban renewal plan. The inclusion in any such contract or conveyance to a purchaser or lessee of any such covenants, restrictions or conditions (including the incorporation by reference therein of the provisions of an urban renewal plan or any part thereof) shall not prevent the filing of such contract or conveyance in the office of the register of deeds of the county in such manner as to afford actual or constructive notice thereof.
(b) A municipality may dispose of real property in an urban renewal area to private persons only under such reasonable competitive bidding procedures as it shall prescribe or as hereinafter provided in this subsection: Provided, however, Any person or persons who singly or together were the owners of any real property in an urban renewal area, which property was acquired by a municipality by condemnation, purchase or otherwise, shall have a preference to purchase such property subject to the provisions of subsection (a) of this section but without compliance with the provisions of this subsection (b), and the municipality shall accept any proposal for such a purchase if it deems it to be in the public interest and in furtherance of the purposes of this act and if such bid is equal to or greater than other bids received. A municipality may, by public notice by publication once each week for two consecutive weeks in a newspaper having general circulation in the community, prior to the execution of any contract to sell, lease or otherwise transfer real property and prior to the delivery of any instrument of conveyance with respect thereto under the provisions of this section, invite proposals from and make available all pertinent information to private redevelopers or any persons interested in undertaking to redevelop or rehabilitate an urban renewal area, or any part thereof. Such notice shall identify the area, or portion thereof, and shall state that such further information as is available may be obtained at such office as shall be designated in said notice. The municipality shall consider all such redevelopment of rehabilitation proposals and the financial and legal ability of the persons making such proposals to carry them out, and may negotiate with any persons for proposals for the purchase, lease or other transfer of any real property acquired by the municipality in the urban renewal area. The municipality may accept such proposal as it deems to be in the public interest and in furtherance of the purposes of this act: Provided, That a notification of intention to accept such proposal shall be filed with the governing body not less than thirty (30) days prior to any such acceptance. Thereafter, the municipality may execute such contract in accordance with the provisions of subsection (a) and deliver deeds, leases and other instruments and take all steps necessary to effectuate such contract.
(c) A municipality may temporarily operate and maintain real property acquired in an urban renewal area pending the disposition of the property for redevelopment, without regard to the provisions of subsection (a) above, for such uses and purposes as may be deemed desirable even though not in conformity with the urban renewal plan.
History: L. 1955, ch. 86, § 9; L. 1968, ch. 230, § 1; July 1.
(a) A municipality shall have power to issue bonds from time to time in its discretion to finance the undertaking of any urban renewal project under this act, including, without limiting the generality thereof, the payment of principal and interest upon any advances for surveys and plans for urban renewal projects, and shall also have power to issue refunding bonds for the payment or retirement of such bonds previously issued by it. Such bonds shall be made payable, as to both principal and interest, solely from the income, proceeds, revenues, and funds of the municipality derived from or held in connection with its undertaking and carrying out of urban renewal projects under this act, except that payment of such bonds, both as to principal and interest, may be further secured by a pledge of any loan, grant or contribution from the federal government or other source, in aid of any urban renewal projects of the municipality under this act, and by a mortgage of any of such urban renewal projects, or any part thereof, title to which is in the municipality. Except as otherwise herein provided, all refunding bonds shall be issued in the manner prescribed by and subject to the provisions of K.S.A. 10-116a.
(b) Bonds issued under this section shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction, and shall not be subject to the provisions of any other law or charter relating to the authorization, issuance or sale of bonds. Bonds issued under the provisions of this act are declared to be issued for an essential public and governmental purpose and, together with interest thereon and income therefrom, shall be exempted from all taxes.
(c) Bonds issued under this section shall be authorized by resolution or ordinance of the local governing body and may be issued in one or more series and shall bear such date or dates, be payable upon demand or mature at such time or times, bear interest at such rate or rates, not exceeding the maximum rate of interest prescribed by K.S.A. 10-1009, and amendments thereto, be in such denomination or denominations, be in such form either coupon or registered, carry such conversion or registration privileges, have such rank or priority, be executed in such manner, be payable in such medium of payment, at such place or places, and be subject to such terms of redemption (with or without premium), be secured in such manner, and have such other characteristics, as may be provided by such resolution or trust indenture or mortgage issued pursuant thereto.
(d) Such bonds may be sold at not less than par at public sales held after notice published prior to such sale in a newspaper having a general circulation in the area of operation and in such other medium of publication as the municipality may determine or may be exchanged for other bonds on the basis of par, except that such bonds may be sold to the federal government at private sale at not less than par, and, in the event less than all of the authorized principal amount of such bonds is sold to the federal government, the balance may be sold at private sale at not less than par at an interest cost to the municipality of not to exceed the interest cost to the municipality of the portion of the bonds sold to the federal government.
(e) In case any of the public officials of the municipality whose signatures appear on any bonds or coupons issued under this act shall cease to be such officials before the delivery of such bonds, such signatures shall, nevertheless, be valid and sufficient for all purposes, the same as if such officials had remained in office until such delivery. Any provision of any law to the contrary notwithstanding, any bonds issued pursuant to this act shall be fully negotiable.
(f) In any suit, action or proceeding involving the validity or enforceability of any bond issued under this act or the security thereof, any such bond reciting in substance that it has been issued by the municipality in connection with an urban renewal project, as herein defined, shall be conclusively deemed to have been issued for such purpose and such project shall be conclusively deemed to have been planned, located and carried out in accordance with the provisions of this act.
History: L. 1955, ch. 86, § 10; L. 1970, ch. 64, § 47; L. 1977, ch. 58, § 13; May 18.
All banks, trust companies, bankers, savings banks and institutions, building and loan associations, savings and loan associations, investment companies and other persons carrying on a banking or investment business; all insurance companies, insurance associations, and other persons carrying on an insurance business; and all executors, administrators, curators, trustees, and other fiduciaries, may legally invest any sinking funds, moneys or other funds belonging to them or within their control in any bonds or other obligations issued by a municipality pursuant to this act or by any urban renewal agency vested with urban renewal project powers under K.S.A. 17-4756: Provided, That such bonds and other obligations shall be secured by an agreement between the issuer and the federal government in which the issuer agrees to borrow from the federal government and the federal government agrees to lend to the issuer, prior to the maturity of such bonds or other obligations, moneys in an amount which (together with any other moneys irrevocably committed to the payment of interest on such bonds or other obligations) will suffice to pay the principal of such bonds or other obligations with interest to maturity thereon, which moneys under the terms of said agreement are required to be used for the purpose of paying the principal of and the interest on such bonds or other obligations at their maturity. Such bonds and other obligations shall be authorized security for all public deposits. It is the purpose of this section to authorize any persons, political subdivisions and officers, public or private to use any funds owned or controlled by them for the purchase of any such bonds or other obligations. Nothing contained in this section with regard to legal investments shall be construed as relieving any person of any duty of exercising reasonable care in selecting securities.
History: L. 1955, ch. 86, § 11; June 30.
(a) All property of a municipality, including funds, owned or held by it for the purposes of this act shall be exempt from levy and sale by virtue of an execution, and no execution or other judicial process shall issue against the same nor shall judgment against a municipality be a charge or lien upon such property: Provided, however, That the provisions of this section shall not apply to or limit the right of obligees to pursue any remedies for the enforcement of any pledge or lien given pursuant to this act by a municipality on its rents, fees, grants or revenues from urban renewal projects.
(b) The property of a municipality, acquired or held for the purposes of this act, is declared to be public property used for essential public and governmental purposes.
History: L. 1955, ch. 86, § 12; L. 1975, ch. 495, § 11; July 1.
(a) For the purpose of aiding in the planning, undertaking or carrying out of an urban renewal project located within the area in which it is authorized to act, any public body may, upon such terms, with or without consideration, as it may determine: (1) Dedicate, sell, convey or lease any of its interest in any property or grant easements, licenses or other rights or privileges therein to a municipality; (2) incur the entire expense of any public improvements made by such public body in exercising the powers granted in this section; (3) do any and all things necessary to aid or cooperate in the planning or carrying out of an urban renewal plan; (4) lend, grant or contribute funds to a municipality; (5) enter into agreements (which may extend over any period, notwithstanding any provision or rule of law to the contrary) with a municipality or other public body respecting action to be taken pursuant to any of the powers granted by this act, including the furnishing of funds or other assistance in connection with an urban renewal project; and (6) cause public buildings and public facilities, including parks, playgrounds, recreational, community, education, water, sewer or drainage facilities, or any other works which it is otherwise empowered to undertake to be furnished; furnish, dedicate, close, vacate, pave, install, grade, regrade, plan or replan streets, roads, sidewalks, ways or other places; plan or replan, zone or rezone any part of the public body or make exceptions from building regulations; and cause administrative and other services to be furnished to the municipality. If at any time title to or possession of any urban renewal project is held by any public body or governmental agency, other than the municipality, which is authorized by law to engage in the undertaking, carrying out, or administration or urban renewal projects (including any agency or instrumentality of the United States of America), the provisions of the agreements referred to in this section shall inure to the benefit of and may be enforced by such public body or governmental agency. As used in this subsection, the term "municipality" shall also include an urban renewal agency vested with all of the urban renewal project powers pursuant to the provisions of K.S.A. 17-4756, and any amendments thereto.
(b) Any sale, conveyance, lease or agreement provided for in this section may be made by a public body without appraisal, public notice, advertisement or public bidding.
(c) For the purpose of aiding in the planning, undertaking or carrying out of an urban renewal project of an urban renewal agency, a municipality may (in addition to its other powers and upon such terms, with or without consideration, as it may determine) do and perform any or all of the actions or things which by the provisions of subsection (a) of this section, a public body is authorized to do or perform, including the furnishing of financial and other assistance.
(d) For the purposes of this section, or for the purpose of aiding in the planning, undertaking or carrying out of an urban renewal project of a municipality, such municipality may (in addition to any authority to issue bonds pursuant to K.S.A. 17-4751) issue and sell its general obligation bonds: Provided, That before any general obligation bonds may be issued under the urban renewal law, the city shall adopt a resolution, finding and declaring it necessary to issue such bonds, which resolution shall state the purpose for which said bonds are to be issued and the maximum amount of bonds to be issued, and shall contain a statement relating to the provisions for protest as hereinafter provided, which resolution shall be published once each week for two consecutive weeks in the official paper of the city, and if within sixty (60) days after the date of the last publication of said resolution, a protest, signed by not less than five percent (5%) of the electors in the municipality, as determined by the vote cast for secretary of state at the last preceding general election, is filed with the city clerk, the bonds shall not be issued, unless the governing body calls an election within the time and in the manner prescribed by K.S.A. 10-120, or any amendments thereto, and the proposition shall receive the favorable vote of a majority of the votes cast on the proposition: Provided further, That no incorporated city with a population of less than 125,000 shall issue general obligation bonds under the urban renewal law unless issued pursuant to and as the result of an election as hereinbefore prescribed, unless such a city has suffered a catastrophe which the president of the United States has determined to be a major disaster pursuant to Public Law 875, 81st Congress, approved September 30, 1950, as amended (42 U.S.C.A. §§ 1855, 1855a to 1855g), in which case, such a city may issue and sell its general obligation bonds for the purposes set out in this subsection without submitting the proposition to a vote of the electors of such city: Provided, That before any such bonds may be issued, the governing body of the city shall first adopt and publish a resolution as hereinabove provided for in this subsection and if within fifteen (15) days after the last publication of said resolution there shall be filed with the city clerk a written protest against the issuance of said bonds signed by not less than ten percent (10%) of the qualified electors of such city, as determined by the total vote cast for secretary of state at the preceding general election, the governing body shall submit the proposed bond issue to the electors at a special election to be called for that purpose upon at least ten (10) days' notice, to be held not later than sixty (60) days after the filing of such protest, or at a regular city, primary, or general election which will occur not sooner than thirty (30) days and not later than sixty (60) days after the filing of such protest. In the event such an election is required, then such bonds shall not be issued and sold unless a majority of the qualified electors voting on the proposition shall vote in favor thereof.
History: L. 1955, ch. 86, § 13; L. 1957, ch. 156, § 1; L. 1959, ch. 122, § 1; March 31.
Any instrument executed by a municipality and purporting to convey any right, title or interest in any property under this act shall be conclusively presumed to have been executed in compliance with the provisions of this act insofar as title or other interest of any bona fide purchasers, lessees or transferees of such property is concerned.
History: L. 1955, ch. 86, § 14; June 30.
(a) A municipality may itself exercise its urban renewal project powers (as herein defined) or may, if the governing body thereof by resolution determines such action to be in the public interest, elect to have such powers exercised by the urban renewal agency (created by K.S.A. 17-4757) except the powers listed in subsection (h) of K.S.A. 17-4748. In the event the local governing body makes such determination, the urban renewal agency shall be vested with all of the urban renewal project powers in the same manner as though all such powers were conferred on such agency or authority instead of the municipality. If the governing body does not elect to make such determination, the municipality in its discretion may exercise its urban renewal project powers through a board or commission or through such officers of the municipality as the governing body may by resolution determine.
(b) (1) The governing body of any municipality which has heretofore elected to have such powers exercised by an urban renewal agency board of commissioners, may by ordinance, when it shall deem such action to be in the public interest, elect to divest such urban renewal agency board of the powers previously conferred upon it and restore such powers to the municipality. The governing body electing to divest any such board of urban renewal project powers and to exercise the same shall assume, on behalf of the municipality, title to all property, real or personal, owned or held by the urban renewal agency, and shall also assume all debts, contracts and obligations lawfully incurred or entered into by the urban renewal agency board during the period such powers were exercised by such agency.
(2) Any municipality which has elected to have such powers exercised by an urban renewal agency may also, by ordinance, provide for the division and assignment of urban renewal powers to the agency and to the municipality itself, except the powers listed in subsection (h) of K.S.A. 17-4748 shall not be assigned to any urban renewal agency board. In the event the governing body makes such determination, the urban renewal agency board shall be vested with the urban renewal powers specified by ordinance in the same manner as though such powers were conferred on such agency instead of the municipality.
(3) Any municipality electing, under subsection (b)(1) of this section, to divest such urban renewal agency board of the powers previously conferred upon it, may, by ordinance, abolish such urban renewal agency board. Any such municipality may, by subsequent ordinance, reestablish an urban renewal agency board which has been previously abolished.
(c) As used in this section, the term "urban renewal project powers" shall include the rights, powers, functions and duties of a municipality under this act, except the following: The power to determine an area to be a slum or blighted area or combination thereof and to designate such area as appropriate for an urban renewal project; the power to approve and amend urban renewal plans and to hold any public hearings required with respect thereto; the power to establish a general plan for the locality as a whole; the power to formulate a workable program under K.S.A. 17-4745; the powers, duties and functions referred to in K.S.A. 17-4759; the power to make the determinations and findings provided for in K.S.A. 17-4744, 17-4746 and subsection (d) of 17-4747; the power to issue general obligation bonds; and the power to appropriate funds, to levy taxes and assessments, and to exercise other powers provided for in subsection (h) of K.S.A. 17-4748: Provided, That in the carrying out of the urban renewal plan under the provisions of this act, public utilities, either publicly or privately owned, shall not be required to locate, remove or readjust utility facilities and services without fair and reasonable compensation.
History: L. 1955, ch. 86, § 15; L. 1975, ch. 139, § 1; April 5.
(a) There is hereby created in each municipality a public body corporate and politic to be known as the "urban renewal agency" of the municipality. Such agency shall not transact any business or exercise its powers hereunder until or unless the local governing body has made the finding prescribed in K.S.A. 17-4746, and amendments thereto, and has elected to have the urban renewal project powers exercised by an urban renewal agency as provided in K.S.A. 17-4756, and amendments thereto.
(b) Subject to the provisions of K.S.A. 12-16,128, and amendments thereto, if the urban renewal agency is authorized to transact business and exercise powers hereunder, the mayor, by and with the advice and consent of the local governing body, shall appoint a board of commissioners of the urban renewal agency which shall consist of five commissioners. Of the commissioners first appointed, one shall be appointed for a term of one year; one for a term of two years; one for a term of three years; and two for a term of four years. On the expiration of the term of each commissioner, such commissioner's successor shall be appointed for a term of four years. Any vacancy shall be filled by appointment for the unexpired term.
(c) A commissioner shall receive no compensation for services but shall be entitled to the necessary expenses, including traveling expenses, incurred in the discharge of such commissioner's duties. Each commissioner shall hold office until such commissioner's successor has been appointed and has qualified. A certificate of the appointment or reappointment of any commissioner shall be filed with the clerk of the municipality and such certificate shall be conclusive evidence of the due and proper appointment of such commissioner.
The powers of an urban renewal agency shall be exercised by the commissioners thereof. A majority of the commissioners shall constitute a quorum for the purpose of conducting business and exercising the powers of the agency and for all other purposes. Action may be taken by the agency upon a vote of a majority of the commissioners present, unless in any case the bylaws shall require a larger number. Any persons may be appointed as commissioners if they reside within the area of operation of the agency (which shall be coterminous with the area of operation of the municipality) and are otherwise eligible for such appointments under this act.
The members shall elect a chairman and vice-chairman from among the commissioners. An agency may employ an executive director, technical experts and such other agents and employees, permanent and temporary, as it may require, and determine their qualifications, duties and compensation. An agency may employ or retain its own counsel and legal staff. An agency authorized to transact business and exercise powers under this act shall file, with the local governing body, on or before March 31 of each year, a report of its activities for the preceding calendar year, which report shall include a complete financial statement setting forth its assets, liabilities, income and operating expense as of the end of such calendar year. At the time of filing the report, the agency shall publish in a newspaper of general circulation in the community a notice to the effect that such report has been filed with the municipality and that the report is available for inspection during business hours in the office of the city clerk and in the office of the agency.
(d) For inefficiency or neglect of duty or misconduct in office, a commissioner may be removed only after a hearing and after such commissioner shall have been given a copy of the charges at least 10 days prior to such hearing and have had an opportunity to be heard in person or by counsel.
History: L. 1955, ch. 86, § 16; L. 2008, ch. 163, § 14; July 1.
No public official or employee of a municipality (or board or commission thereof), and no commissioner or employee of an urban renewal agency which has been vested by a municipality with urban renewal project powers under K.S.A. 17-4756 shall voluntarily acquire any interest, direct or indirect, in any urban renewal project, or in any property included or planned to be included in any urban renewal project of such municipality or in any contract or proposed contract in connection with such urban renewal project. Where such acquisition is not voluntary, the interest acquired shall be immediately disclosed in writing to the local governing body and such disclosure shall be entered upon the minutes of the governing body.
If any such official, commissioner or employee presently owns or controls or owned or controlled within the preceding two (2) years, any interest, direct or indirect, in any property which he knows is included or planned to be included in an urban renewal project, he shall immediately disclose this fact in writing to the local governing body, and such disclosure shall be entered upon the minutes of the governing body, and any such official, commissioner or employee shall not participate in any action by the municipality (or board or commission thereof), or urban renewal agency affecting such property.
Any disclosure required to be made by this section to the local governing body shall concurrently be made to an urban renewal agency which has been vested with urban renewal project powers by the municipality pursuant to the provisions of K.S.A. 17-4756. No commissioner or other officer of any urban renewal agency, board or commission exercising powers pursuant to this act shall hold any other public office under the municipality other than his commissionership or office with respect to such urban renewal agency, board or commission. Any violation of the provisions of this section shall constitute misconduct in office.
History: L. 1955, ch. 86, § 17; June 30.
(a) Whenever any municipality finds that there exist in such municipality structures which are unfit for human use or habitation due to dilapidation, defects increasing the hazards of fire, accidents or other calamities, lack of ventilation, light or sanitary facilities, or due to other conditions, including those set forth in subsection (c), rendering such structures unsafe, insanitary or dangerous or detrimental to the health, safety or morals, or otherwise inimical to the welfare of the residents of such municipality, the municipality may require or cause the repair, closing, demolition or removal of such structures in the manner herein provided. "Residential structure" or "dwelling" means any building, or structure, or part thereof, used and occupied for human habitation or intended to be so used, and includes any appurtenances belonging thereto or usually enjoyed therewith. "Nonresidential structure" means any structure which is used for other than residential purposes, or a part of such structure, or a structure a part of which is used for other than residential purposes and, where applicable, the premises on which such structures are situated.
(b) Upon the adoption of an ordinance finding that structural conditions of the character described in subsection (a) exist within a municipality, the governing body of such municipality is hereby authorized to adopt ordinances relating to the structures within such municipality which are unfit for human use or habitation. Such ordinances shall include the following provisions that:
(1) A public officer be designated or appointed to exercise the powers prescribed by the ordinances.
(2) Whenever a petition is filed with the public officer or by at least five residents of the municipality charging that any structure is unfit for human use or habitation or whenever it appears to the public officer, on the officer's own motion, that any structure is unfit for human use or habitation, the officer, if the officer's preliminary investigation discloses a basis for such charges, shall issue and cause to be served upon the owner, every mortgagee of record and all parties in interest in such structure, including persons in possession, a complaint stating the charges. Such complaint shall contain a notice that: A hearing will be held before the public officer or the officer's designated agent at a place therein fixed not less than 10 days nor more than 30 days after the serving of the complaint; that the owner, mortgagee and parties in interest shall be given the right to file an answer to the complaint and to appear in person, or otherwise, and give testimony at the place and time fixed in the complaint; and that the rules of evidence prevailing in courts of law or equity shall not be controlling in hearings before the public officer.
(3) If, after such notice and hearing, the public officer determines that the structure under consideration is unfit for human use or habitation, the officer shall state in writing the findings of facts in support of such determination and shall issue and cause to be served upon the owner thereof an order which:
(A) Requires the owner, within the time specified in the order, to repair, alter, or improve such structure to render it fit for human use or habitation or to vacate and close the structure until conformance with ordinances established under this law if the repair, alteration or improvement of the structure can be made at a reasonable cost in relation to the replacement value of the structure. The ordinance of the municipality shall fix a certain percentage of such cost as being reasonable; or
(B) requires the owner, within the time specified in the order, to remove or demolish such structure if the repair, alteration or improvement of the structure cannot be made at a reasonable cost in relation to the replacement value of the structure. The ordinance of the municipality shall fix a certain percentage of such cost as being reasonable.
(4) If the owner fails to comply with an order to repair, alter or improve or to vacate and close the structure, the public officer may cause such structure to be repaired, altered or improved, or to be vacated and closed.
(5) If the owner fails to comply with an order to remove or demolish the structure, the public officer may cause such structure to be removed or demolished.
(6) The amount of the cost of the repairs, alterations, improvements, vacating and closing or removal or demolition by the public officer shall be a lien against the real property upon which the cost was incurred. Such lien shall include allowance of the officer's costs and the necessary attorney's fees and may be foreclosed in judicial proceedings in the manner provided or authorized by law for loans secured by liens on real property. In lien [lieu] of foreclosure, the costs, including the officer's costs, may be assessed as a special assessment against the lot or parcel of land on which the structure was located, in which case the city clerk, at the time of certifying other city taxes, shall certify the unpaid portion of the costs and the county clerk shall extend the same on the tax rolls of the county against the lot or parcel of land. If the structure is removed or demolished by the public officer, the officer shall sell the materials of such structure and shall credit the proceeds of the sale against the cost of the removal or demolition. If there is any balance remaining it shall be paid to the parties entitled thereto as determined by proper judicial proceedings instituted by the public officer after deducting the costs of such judicial proceedings, including necessary attorneys' fees incurred therein, as determined by the court.
(c) An ordinance adopted by a municipality pursuant to this section shall provide that the public officer may determine that a structure is unfit for human use or habitation if the officer finds that conditions exist in such structure which are dangerous or injurious to the health, safety or morals of the occupants of such buildings or other residents of the municipality or which have a blighting influence on properties in the area. Such conditions may include, but are not limited to, the following: Defects increasing the hazards of fire, accident, or other calamities; lack of adequate ventilation; air pollution; light or sanitary facilities; dilapidation; disrepair; structural defects; uncleanliness; overcrowding; inadequate ingress and egress; dead and dying trees, limbs or other unsightly natural growth or unsightly appearances that constitute a blight to adjoining property, the neighborhood or the city; walls, sidings or exteriors of a quality and appearance not commensurate with the character of the properties in the neighborhood; unsightly stored or parked material, equipment, supplies, machinery, trucks or automobiles or parts thereof; vermin infestation; inadequate drainage; or any violation of health, fire, building or zoning regulations, or any other laws or regulations relating to the use of land and the use and occupancy of buildings and improvements. Such ordinance may provide additional standards to guide the public officer or the officer's agents or employees in determining the fitness of a structure for human use or habitation.
(d) Complaints or orders issued by a public officer pursuant to an ordinance adopted under this section shall be served upon persons either personally or by registered or certified mail. If the location of such persons is unknown and cannot be ascertained by the public officer in the exercise of reasonable diligence, and the public officer makes an affidavit to that effect, service may be made by publishing the complaint or order once in a newspaper printed and published in the municipality or, in the absence of such newspaper, in one printed and published in the county and circulating in the municipality in which the structures are located. A copy of such complaint or order shall be posted in a conspicuous place on the premises affected by the complaint or order. A copy of such complaint or order also shall be filed with the clerk of the district court of the county in which the structure is located and the filing of the complaint or order shall have the same force and effect as other lis pendens notices provided by law.
(e) Any person affected by an order issued by a public officer pursuant to this section may petition the district court of the county in which the property is located for an injunction restraining the public officer from carrying out the provisions of the order. Upon such petition, the court may issue a temporary injunction restraining the public officer pending the final disposition of the case. Such petition shall be filed not later than 30 days after the posting and service of the order of the public officer. Hearings shall be held by the court on such petition as soon thereafter as possible and shall be given preference over other matters before the court. The court shall hear and determine the issues raised and shall enter a final order or decree in the proceedings. In all such proceedings the findings of the public officer as to facts, if supported by evidence, shall be conclusive. Costs shall be in the discretion of the court. The remedies herein provided shall be exclusive remedies and no person affected by an order of a public officer pursuant to this section shall be entitled to recover any damages for action taken pursuant to such order or because of compliance by such person with such order.
(f) An ordinance adopted by the governing body of the municipality pursuant to this section may authorize the public officer to exercise such powers as may be necessary or convenient to carry out and effectuate the purposes and provisions of this section, including, in addition to others herein granted, the power to:
(1) Investigate the structure conditions in the municipality in order to determine which structures therein are unfit for human use or habitation;
(2) administer oaths and affirmations, examine witnesses and receive evidence;
(3) enter upon premises for the purpose of making examinations, provided that such entries shall be made in such manner as to cause the least possible inconvenience to the persons in possession, and obtain an order for this purpose from a court of competent jurisdiction in the event entry is denied or resisted;
(4) appoint and fix the duties of such officers, agents and employees as the officer deems necessary to carry out the purposes of such ordinance; and
(5) delegate any of the officer's functions and powers under such ordinance to such officers, agents and employees as the officer may designate.
(g) As soon as possible after adopting an ordinance under this section, the governing body of any municipality shall prepare an estimate of the annual expenses or costs to provide the equipment, personnel and supplies necessary for periodic examinations and investigations of the structures in such municipality to determine the fitness of such structures for human use or habitation, and for the enforcement and administration of its ordinance or ordinances adopted under this section.
(h) Nothing in this section shall be construed to abrogate or impair the powers of the courts or of any department of any municipality to enforce any provisions of its charter or its ordinances or regulations, nor to prevent or punish violations thereof and the powers conferred by this section shall be in addition and supplemental to the powers conferred by any other law.
(i) Nothing in this section shall be construed to impair or limit in any way the power of the municipality to define and declare nuisances and to cause their removal or abatement, by summary proceedings or otherwise.
(j) Any municipality, by ordinance adopted by its governing body, may:
(1) Prescribe minimum standards for the use and occupancy of any type structure throughout the city;
(2) prevent the use or occupancy of any structure which is injurious to the public health, safety, morals or welfare; and
(3) prescribe punishment for the violation of any provision of such ordinance.
History: L. 1955, ch. 86, § 18; L. 1965, ch. 155, § 1; L. 1981, ch. 173, § 54; L. 1998, ch. 159, § 1; July 1.
This act is intended to authorize a municipality to prescribe minimum standards for all types of structures (both "residential" and "nonresidential") and to regulate their use, occupancy, maintenance and repair, removal and demolition. This expansion of K.S.A. 17-4759 to include "nonresidential" structures is not intended to limit or impair in any manner a municipality's power to prescribe minimum housing standards within the municipality.
History: L. 1965, ch. 155, § 2; May 18.
The following terms wherever used or referred to in this act, shall have the following meanings, unless a different meaning is clearly indicated by the context:
(a) "Agency" or "urban renewal agency" shall mean a public agency created by K.S.A. 17-4757.
(b) "Municipality" shall mean any incorporated city in the state of Kansas.
(c) "Public body" shall mean the state or any municipality, township, village, board, commission, authority, district, or any other subdivision or public body of the state.
(d) "Local governing body" shall mean the council, commission or other legislative body charged with governing the municipality.
(e) "Mayor" shall mean the mayor of a municipality or other officer or body having the duties customarily imposed upon the executive head of a municipality.
(f) "Clerk" shall mean the clerk and other official of the municipality who is the custodian of the official records of such municipality.
(g) "Federal government" shall include the United States of America or any agency or instrumentality, corporate or otherwise, of the United States of America.
(h) "Slum area" shall mean an area in which there is a predominance of buildings or improvements, whether residential or nonresidential, which by reason of dilapidation, deterioration, age or obsolescence, inadequate provision for ventilation, light, air, sanitation, or open spaces, high density of population and overcrowding, or the existence of conditions which endanger life or property by fire and other causes, or any combination of such factors is conducive to ill health, transmission of disease, infant mortality, juvenile delinquency, or crime, and is detrimental to the public health, safety, morals or welfare.
(i) "Blighted area" shall mean an area (other than a slum area) which by reason of the presence of a substantial number of slum, deteriorated or deteriorating structures, predominance of defective or inadequate street layout, faulty lot layout in relation to size, adequacy, accessibility or usefulness, insanitary or unsafe conditions, deterioration of site or other improvements, diversity of ownership, tax or special assessment delinquency exceeding the fair value of the land, defective or unusual conditions of title, improper subdivision or obsolete platting, or the existence of conditions which endanger life or property by fire and other causes, or any combination of such factors, substantially impairs or arrests the sound growth of a municipality, retards the provision of housing accommodations or constitutes an economic or social liability and is a menace to the public health, safety, morals, or welfare in its present condition and use: Provided, That if such blighted area consists of open land the conditions contained in the proviso in K.S.A. 17-4747(d) shall apply.
(j) "Urban renewal project" may include undertakings or activities of a municipality in an urban renewal area for the elimination and for the prevention of the development or spread of slums and blight, and may involve slum clearance and redevelopment in an urban renewal area, or rehabilitation or conservation in an urban renewal area, or any combination or part thereof in accordance with an urban renewal plan.
(k) "Slum clearance and redevelopment" may include: (1) Acquisition of a slum area or a blighted area or portion thereof; (2) demolition and removal of buildings and improvements; (3) installation, construction, or reconstruction of streets, utilities, parks, playgrounds, and other improvements necessary for carrying out in the area the urban renewal provisions of this act in accordance with the urban renewal plan; and (4) making the land available for development or redevelopment by private enterprise or public agencies (including sale, initial leasing, or retention by the municipality itself) at its fair value for uses in accordance with the urban renewal plan.
(l) "Rehabilitation" or "conservation" may include the restoration and renewal of a slum or blighted area or portion thereof, in accordance with an urban renewal plan, by: (1) Carrying out plans for a program of voluntary or compulsory repair and rehabilitation of buildings or other improvements; (2) acquisition of real property and demolition or removal of buildings and improvements thereon where necessary to eliminate unhealthful, insanitary or unsafe conditions, lessen density, eliminate obsolete or other uses detrimental to the public welfare, or to otherwise remove or prevent the spread of blight or deterioration, or to provide land for needed public facilities; (3) installation, construction or reconstruction of streets, utilities, parks, playgrounds, and other improvements necessary for carrying out in the area the urban renewal provisions of this act; and (4) the disposition of any property acquired in such urban renewal area (including sale, initial leasing, or retention by the municipality itself) at its fair value for uses in accordance with such urban renewal plan.
(m) "Urban renewal area" means a slum area or a blighted area or a combination thereof which the local governing body designates as appropriate for an urban renewal project.
(n) "Urban renewal plan" means a plan, as it exists from time to time, for an urban renewal project, which plan: (1) Shall conform to the general plan for the municipality as a whole; and (2) shall be sufficiently complete to indicate such land acquisition, demolition and removal of structures, redevelopment, improvements, and rehabilitation as may be proposed to be carried out in the urban renewal area, zoning and planning changes, if any, land uses, maximum densities, building requirements, and the plan's relationship to definite local objectives respecting appropriate land uses, improved traffic, public transportation, public utilities, recreational and community facilities, and other public improvements.
(o) "Real property" shall include all lands, including improvements and fixtures thereon, and property of any nature appurtenant thereto, or used in connection therewith, and every estate, interest, right and use, legal or equitable, therein, including terms for years and liens by way of judgment, mortgage or otherwise.
(p) "Bonds" shall mean any bonds (including refunding bonds), notes, interim certificates, certificates of indebtedness, debentures or other obligations.
(q) "Obligee" shall include any bondholder, agents or trustees for any bondholders, or lessor demising to the municipality property used in connection with an urban renewal project, or any assignee or assignees of such lessor's interest or any part thereof, and the federal government when it is a party to any contract with the municipality.
(r) "Person" shall mean any individual, firm, partnership, corporation, company, association, joint stock association, or body politic; and shall include any trustee, receiver, assignee, or other person acting in a similar representative capacity.
(s) "Area of operation" shall mean the area within the corporate limits of the municipality and the area within five (5) miles of such limits, except that it shall not include any area which lies within the territorial boundaries of another incorporated city unless a resolution shall have been adopted by the governing body of such other city declaring a need therefor and except that it shall not include any area lying beyond the territorial boundaries of the county in which the municipality is located.
(t) "Board" or "commission" shall mean a board, commission, department, division, office, body or other unit of the municipality.
(u) "Public officer" shall mean any officer who shall be delegated by the local governing body to be in charge of any department or branch of the government of the municipality relating to health, fire, building regulations, or to other activities concerning dwellings in the municipality.
History: L. 1955, ch. 86, § 19; L. 1957, ch. 157, § 1; June 29.
Notwithstanding any other evidence of legislative intent, it is hereby declared to be the controlling legislative intent that if any provision of this act, or the application thereof to any person or circumstances, is held invalid, the remainder of the act and the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
Insofar as the provisions of this act are inconsistent with the provisions of any other law, the provisions of this act shall be controlling. The powers conferred by this act shall be in addition and supplemental to the powers conferred by any other law.
History: L. 1955, ch. 86, § 20; June 30.
If, prior to the effective date of this act, any persons residing within a township and outside the corporate limits of any city having [have]submitted an application to an agency of the United States government for moneys to assist in providing additional housing facilities in the community in which such persons reside, the governing body of the township, in which such persons reside shall be authorized, upon approval of such project application, to administer such project and to receive and expend any federal moneys granted therefor in accordance with any terms, rules, regulations or requirements of the federal agency granting such moneys.
History: L. 1971, ch. 324, § 1; April 9.
History: L. 1947, ch. 186, § 1; Repealed, L. 1965, ch. 564, § 416; January 1, 1966.
History: L. 1947, ch. 186, §§ 2–6; Repealed, L. 1965, ch. 564, § 416; January 1, 1966.
History: L. 1947, ch. 186, § 7; Repealed, L. 1965, ch. 564, § 416; January 1, 1966.
History: L. 1947, ch. 186, §§ 8–21; Repealed, L. 1965, ch. 564, § 416; January 1, 1966.
History: L. 1947, ch. 186, § 23; Repealed, L. 1965, ch. 564, § 416; January 1, 1966.
History: L. 1951, ch. 217, §§ 1, 2; Repealed, L. 1961, ch. 123, § 12; July 1.
In this act, unless the context otherwise requires:
(a) "Assignment" includes any written stock power, bond power, bill of sale, deed, declaration of trust, or other instrument of transfer.
(b) "Claim of beneficial interest" includes a claim of any interest by a decedent's legatee, distributee, heir, or creditor, a beneficiary under a trust, a conservatee, a beneficial owner of a security registered in the name of a nominee, or a minor owner of a security registered in the name of a custodian, or a claim of any similar interest, whether the claim is asserted by the claimant or by a fiduciary or by any other authorized person on his behalf, and includes a claim that the transfer would be a breach of fiduciary duties.
(c) "Corporation" means a private or public corporation, association or trust issuing a security.
(d) "Fiduciary" means an executor, administrator, trustee, guardian, committee, conservator, curator, tutor, custodian, nominee, receiver, assignee for benefit of creditors, partner, agent, officer of a corporation, public or private, public officer, or any other person acting in a fiduciary capacity for any person, trust or estate.
(e) "Person" includes an individual, a corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, two or more persons having a joint or common interest, or any other legal or commercial entity.
(f) "Security" includes any share of stock, bond, debenture, note, or other security issued by a corporation which is registered as to ownership on the books of the corporation.
(g) "Transfer" means a change on the books of a corporation in the registered ownership of a security.
(h) "Transfer agent" means a person employed or authorized by a corporation to transfer securities issued by the corporation.
History: L. 1961, ch. 123, § 1; L. 1965, ch. 150, § 6; January 1, 1966.
A corporation or transfer agent registering a security in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent, or correct description of the fiduciary relationship; and thereafter the corporation and its transfer agent may assume without inquiry that the newly registered owner continues to be the fiduciary until the corporation or transfer agent receives written notice that the fiduciary is no longer acting as such with respect to the particular security.
History: L. 1961, ch. 123, § 2; July 1.
Except as otherwise provided in this act, a corporation or transfer agent making a transfer of a security pursuant to an assignment by a fiduciary:
(a) May assume without inquiry that the assignment, even though to the fiduciary himself or to his nominee, is within his authority and capacity and is not in breach of his fiduciary duties;
(b) May assume without inquiry that the fiduciary has complied with any controlling instrument and with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of the transfer; and
(c) It is not charged with notice of and is not bound to obtain or examine any court record or any recorded or unrecorded document relating to the fiduciary relationship or the assignment, even though the record or document is in its possession.
History: L. 1961, ch. 123, § 3; July 1.
A corporation or transfer agent making a transfer pursuant to an assignment by a fiduciary who is not the registered owner shall obtain the following evidence of appointment or incumbency:
(a) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of that court or an officer thereof and dated within sixty days before the transfer; or
(b) In any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by the corporation or transfer agent to be responsible or, in the absence of such a document or certificate, other evidence reasonably deemed by the corporation or transfer agent to be appropriate.
Corporations and transfer agents may adopt standards with respect to evidence of appointment or encumbency under this subsection provided such standards are not manifestly unreasonable. Neither the corporation nor transfer agent is charged with notice of the contents of any document obtained pursuant to this paragraph (b) except to the extent that the contents relate directly to the appointment or incumbency.
History: L. 1961, ch. 123, § 4; July 1.
(a) A person asserting a claim of beneficial interest adverse to the transfer of a security pursuant to an assignment by a fiduciary may give the corporation or transfer agent written notice of the claim. The corporation or transfer agent is not put on notice unless the written notice identifies the claimant, the registered owner, and the issue of which the security is a part, provides an address for communications directed to the claimant and is received before the transfer. Nothing in this act relieves the corporation or transfer agent of any liability for making or refusing to make the transfer after it is so put on notice, unless it proceeds in the manner authorized in subsection (b).
(b) As soon as practicable after the presentation of a security for transfer pursuant to an assignment by a fiduciary, a corporation or transfer agent which has received notice of a claim of beneficial interest adverse to the transfer may send notice of the presentation by registered or certified mail to the claimant at the address given by him. If the corporation or transfer agent so mails such a notice it shall withhold the transfer for thirty (30) days after the mailing and shall then make the transfer unless restrained by a court order.
History: L. 1961, ch. 123, § 5; July 1.
A corporation or transfer agent incurs no liability to any person by making a transfer or otherwise acting in a manner authorized by this act.
History: L. 1961, ch. 123, § 6; July 1.
(a) No person who participates in the acquisition, disposition, assignment or transfer of a security by or to a fiduciary, including a person who guarantees the signature of the fiduciary, is liable for participation in any breach of fiduciary duty by reason of failure to inquire whether the transaction involves a breach, unless it is shown that he acted with actual knowledge that the proceeds of the transaction were being or were to be used wrongfully for the individual benefit of the fiduciary, or that the transaction was otherwise in breach of duty.
(b) If a corporation or transfer agent makes a transfer pursuant to an assignment by a fiduciary, a person who guaranteed the signature of the fiduciary is not liable on the guarantee to any person to whom the corporation or transfer agent by reason of this act incurs no liability.
(c) This section does not impose any liability upon the corporation or its transfer agent.
History: L. 1961, ch. 123, § 7; July 1.
(a) The rights and duties of a corporation and its transfer agents in registering a security in the name of a fiduciary or in making a transfer of a security pursuant to an assignment by a fiduciary are governed by the law of the jurisdiction under whose laws the corporation is organized.
(b) This act applies to the rights and duties of a person other than the corporation and its transfer agents with regard to acts and omissions in this state in connection with the acquisition, disposition, assignment, or transfer of a security by or to a fiduciary and of a person who guarantees in this state the signature of a fiduciary in connection with such a transaction.
History: L. 1961, ch. 123, § 8; July 1.
The uniform act for the simplification of fiduciary security transfers does not affect any obligation of a corporation or transfer agent with respect to estate, inheritance, succession or other taxes imposed by the laws of this state. For purposes of the lien imposed by K.S.A. 79-1569, and amendments thereto, however, a transfer made under the provisions of such act shall be deemed to have been made in accordance with law, and a corporation or transfer agent need not require that a fiduciary furnish a consent to transfer as proof of release of the lien prior to the completion of a transfer made under the provisions of such act.
History: L. 1961, ch. 123, § 9; L. 1997, ch. 82, § 1; July 1.
This act shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact it.
History: L. 1961, ch. 123, § 10; July 1.
This act may be cited as the uniform act for the simplification of fiduciary security transfers.
History: L. 1961, ch. 123, § 11; July 1.
As used in the uniform TOD security registration act:
(a) "Beneficiary form" means a registration of a security which identifies the present owner of the security and the intention of the owner regarding the person or persons who will become the owner or owners of the security upon the death of the owner.
(b) "Person" means an individual, a corporation, a partnership, an association, trust or an organization.
(c) "Register" including its derivatives, means to issue a certificate showing the ownership of a certificated security or, in the case of an uncertificated security, to initiate or transfer an account showing ownership of securities.
(d) "Registering entity" means a person who originates or transfers a security title by registration, and includes a broker maintaining security accounts for customers and a transfer agent or other person acting for or as an issuer of securities.
(e) "Security" means a certificated or uncertificated security as defined in K.S.A. 84-8-102, and amendments thereto, or as defined in K.S.A. 17-12a102, and amendments thereto, or a security account.
(f) "Security account" means (1) a reinvestment account associated with a security, a securities account with a broker, an agency account with a bank or trust company, a cash balance in a brokerage account, cash, interest, earnings or dividends earned or declared on a security in an account, a reinvestment account or a brokerage account, whether or not credited to the account before the owner's death, or (2) a cash balance or other property held for or due to the owner of a security as a replacement for or product of an account security, whether or not credited to the account before the owner's death.
(g) "State" includes any state of the United States, the District of Columbia, the Commonwealth of Puerto Rico and any territory or possession subject to the legislative authority of the United States.
History: L. 1994, ch. 44, § 1; L. 1995, ch. 176, § 1; L. 1996, ch. 227, § 1; L. 2004, ch. 154, § 58; L. 2008, ch. 11, § 1; July 1.
Only individuals whose registration of a security shows sole ownership by one individual or multiple ownership by two or more with right of survivorship, rather than as tenants in common, may obtain registration in beneficiary form. Multiple owners of a security registered in beneficiary form hold as joint tenants with right of survivorship, as tenants by the entireties, or as owners of community property held in survivorship form, and not as tenants in common.
History: L. 1994, ch. 44, § 2; July 1.
A security or security account may be registered in beneficiary form if the form is authorized by this or a similar statute of the state of organization of the issuer or registering entity, the location of the registering entity's principal office, the office of its transfer agent or its office making the registration, or by this or a similar statute of the law of the state listed as the owner's address at the time of registration. A registration governed by the law of a jurisdiction in which this or similar legislation is not in force or was not in force when a registration in beneficiary form was made is nevertheless presumed to be valid and authorized as a matter of contract law.
History: L. 1994, ch. 44, § 3; L. 2008, ch. 11, § 2; July 1.
A security, whether evidenced by certificate or account, is registered in beneficiary form when the registration includes a designation of a beneficiary to take the ownership at the death of the owner or the deaths of all multiple owners.
History: L. 1994, ch. 44, § 4; July 1.
Registration in beneficiary form may be shown by the words "transfer on death" or the abbreviation "TOD," or by the words "pay on death" or the abbreviation "POD," after the name of the registered owner and before the name of a beneficiary.
History: L. 1994, ch. 44, § 5; July 1.
The designation of a "TOD" or "POD" beneficiary on a registration in beneficiary form has no effect on ownership until the owner's death. A registration of a security in beneficiary form may be canceled or changed at any time by the sole owner or all then surviving owners without the consent of the beneficiary.
History: L. 1994, ch. 44, § 6; July 1.
On death of a sole owner or the last to die of all multiple owners, ownership of securities registered in beneficiary form passes to the beneficiary or beneficiaries who survive all owners. On proof of death of all owners, a security registered in beneficiary form may be reregistered in the name of the beneficiary or beneficiaries who survived the death of all owners. If any beneficiary should predecease the owner, then the security may be registered to another person or persons, in accordance with the beneficiary designation made by the owner or owners. Until division of the security after the death of all owners, multiple beneficiaries surviving the death of all owners hold their interests as tenants in common, in equal shares unless otherwise directed by the beneficiary designation. If no beneficiary survives the death of all owners, the security belongs to the estate of the deceased sole owner or the estate of the last to die of all multiple owners.
History: L. 1994, ch. 44, § 7; L. 1996, ch. 227, § 2; L. 2010, ch. 44, § 13; July 1.
(a) A registering entity is not required to offer or to accept a request for security registration in beneficiary form. If a registration in beneficiary form is offered by a registering entity, the owner requesting registration in beneficiary form assents to the protections given to the registering entity by this act.
(b) By accepting a request for registration of a security in beneficiary form, the registering entity agrees that the registration will be implemented on death of the deceased owner as provided in this act.
(c) A registering entity is discharged from all claims to a security by the estate, creditors, heirs or devisees of a deceased owner if it registers a transfer of the security in accordance with K.S.A. 17-49a07 and does so in good faith reliance (1) on the registration, (2) on this act, and (3) on information provided to it by affidavit of the personal representative of the deceased owner, or by the surviving beneficiary or by the surviving beneficiary's representatives, or other information available to the registering entity. The protections of this act do not extend to a reregistration or payment made after a registering entity has received written notice from any claimant to any interest in the security objecting to implementation of a registration in beneficiary form. No other notice or other information available to the registering entity affects its right to protection under this act.
(d) The protection provided by this act to the registering entity of a security does not affect the rights of beneficiaries in disputes between themselves and other claimants to ownership of the security transferred or its value or proceeds.
History: L. 1994, ch. 44, § 8; July 1.
(a) A transfer on death resulting from a registration in beneficiary form is effective by reason of the contract regarding the registration between the owner and the registering entity and this act and is not testamentary.
(b) This act does not limit the right of creditors of security owners against beneficiaries and other transferees under other laws of this state.
History: L. 1994, ch. 44, § 9; July 1.
A registering entity offering to accept registrations in beneficiary form may establish the terms and conditions under which it will receive requests (a) for registrations in beneficiary form, and (b) for implementation of registrations in beneficiary form, including requests for cancellation of previously registered TOD beneficiary designations and requests for reregistration to effect a change of beneficiary. The terms and conditions so established may provide for proving death, avoiding or resolving any problems concerning fractional shares, designating primary and contingent beneficiaries and substituting a named beneficiary's descendants to take in the place of the named beneficiary in the event of the beneficiary's death. Substitution may be indicated by appending to the name of the primary beneficiary the letters LDPS, standing for "lineal descendants per stirpes." This designation substitutes a deceased beneficiary's descendants who survive the owner for a beneficiary who fails to so survive, the descendants to be identified and to share in accordance with the law of the beneficiary's domicile at the owner's death governing inheritance by descendants of an intestate. Other forms of identifying beneficiaries who are to take on one or more contingencies, and rules for providing proofs and assurances needed to satisfy reasonable concerns by registering entities regarding conditions and identities relevant to accurate implementation of registrations in beneficiary form, may be contained in a registering entity's terms and conditions.
History: L. 1994, ch. 44, § 10; July 1.
This act shall be known and may be cited as the uniform TOD security registration act.
History: L. 1994, ch. 44, § 11; July 1.
This act applies to registrations of securities in beneficiary form made before or after the effective date of this act, by decedents dying on or after the effective date of this act.
History: L. 1994, ch. 44, § 12; July 1.
Without regard to any other provision of law, savings and loan associations, building and loan associations, banks, trust companies, insurance companies, and other organizations of this state authorized to make mortgage loans and whose mortgage lending is regulated by law are authorized to make or buy and sell any loan secured or unsecured, which is insured or guaranteed by the United States or any instrumentality thereof, or by this state or any instrumentality thereof, or for which there is a commitment to so insure or guarantee, or for which a conditional guarantee has been issued: Provided, That unsecured loans authorized by this section shall be made only for maintenance, repair, modernization, alteration and improvement and the payment of delinquent indebtedness, taxes, or assessments on property owned by borrower: And provided further, That any such above described insured or guaranteed loans made by a savings and loan association, or a building and loan association, or a savings association, shall nevertheless remain subject to the limitations of loans to officers, directors and employees as provided in subsection (j) of K.S.A. 17-5501.
History: L. 1945, ch. 260, § 1; L. 1951, ch. 207, § 1; L. 1955, ch. 139, § 1; L. 1972, ch. 64, § 1; July 1.
History: L. 1945, ch. 239, § 1; L. 1951, ch. 208, § 1; L. 1965, ch. 150, § 7; L. 1967, ch. 128, § 1; L. 1969, ch. 130, § 1; L. 1971, ch. 80, § 1; L. 1974, ch. 99, § 1; L. 1982, ch. 52, § 8; L. 1983, ch. 47, § 9; L. 1984, ch. 91, § 1; L. 1986, ch. 76, § 9; L. 1997, ch. 180, § 19; Repealed, L. 2001, ch. 75, § 13; July 1.
History: L. 1945, ch. 239, § 1; L. 1951, ch. 208, § 1; L. 1965, ch. 150, § 7; L. 1967, ch. 128, § 1; L. 1969, ch. 130, § 1; L. 1971, ch. 80, § 1; L. 1974, ch. 99, § 1; L. 1982, ch. 52, § 8; L. 1983, ch. 76, § 5; Repealed, L. 1984, ch. 91, § 2; July 1.
History: L. 1947, ch. 315, § 1; L. 1965, ch. 150, § 8; Repealed, L. 2001, ch. 75, § 13; July 1.
History: L. 1949, ch. 319, § 1; L. 1951, ch. 209, § 1; L. 1961, ch. 124, § 1; L. 1965, ch. 150, § 9; L. 1978, ch. 82, § 1; L. 1987, ch. 87, § 1; L. 1993, ch. 238, § 1; Repealed, L. 2000, ch. 80, § 16; July 1.
History: L. 1949, ch. 319, § 2; L. 1985, ch. 92, § 1; L. 1992, ch. 81, § 1; L. 1994, ch. 27, § 1; Repealed, L. 2001, ch. 75, § 13; July 1.
History: L. 1949, ch. 319, §§ 3, 4; Repealed, L. 2001, ch. 75, § 13; July 1.
Revisor's Note: Office of savings and loan commissioner and the savings and loan department abolished, and powers, duties and functions thereof transferred to the office of the state bank commissioner, see 75-1309 through 75-1313. Savings and loan board abolished, and powers, duties and functions thereof transferred to the state banking board, see 74-3007, 74-3008.
History: L. 1943, ch. 133, § 1; L. 1955, ch. 140, § 1; L. 1959, ch. 123, § 1; L. 1981, ch. 105, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
Revisor's Note: Section transferred to 17-5102.
History: L. 1971, ch. 81, § 6; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 2; L. 1988, ch. 356, § 55; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 3; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 4; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 5; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 6; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 7; L. 1968, ch. 190, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 8; L. 1972, ch. 65, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 9; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 10; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 11; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 12; L. 1951, ch. 210, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 13; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 14; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 15; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 16; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 17; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 18; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 19; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 20; L. 1975, ch. 140, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 21; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 22; Repealed, L. 2018, ch. 75, § 28; July 1.
The name of every association hereafter incorporated shall include the words "savings" and "association." These words shall be preceded by an appropriate descriptive word or words approved by the board. An ordinal number may not be used as a single descriptive word preceding the words "savings" and "association," unless such words are followed by the words "of ________," the blank being filled by the name of the town, city or county in which the association has its home office. An ordinal number may be used together with another descriptive word, preceding the words "savings" and "association," provided the other descriptive word has not been used in the corporate name of any other association in the state, in which case the suffix mentioned above is not required to be used. An ordinal number may be used together with another descriptive word, preceding the words "savings" and "association" even when such other descriptive word has been used in the corporate name of an association in the state provided the suffix "of ________," as provided above, is also used. The suffix provided above may be used in any corporate name.
History: L. 1943, ch. 133, § 23; July 1.
The use of the words "national," "federal," or "United States," separately or in any combination thereof with other words or syllables, is prohibited as part of the corporate name of an association.
History: L. 1943, ch. 133, § 24; July 1.
No certificate of incorporation of a proposed association having the same name as a corporation authorized to do business under the law of this state or a name so nearly resembling it as to be calculated to deceive, shall be issued by the commissioner, except an association formed by the reincorporation, reorganization or consolidation of other association, or upon the sale of the property or franchises of an association. An association acquiring or becoming possessed of all the estate, property, rights, privileges and franchises of any other association or associations by merger may have the same name as the association or one of the associations to whose franchise it succeeded.
History: L. 1943, ch. 133, § 25; July 1.
History: L. 1943, ch. 133, § 26; L. 1965, ch. 156, § 1; L. 1971, ch. 81, § 1; L. 1983, ch. 85, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1971, ch. 81, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1971, ch. 81, § 3; L. 1980, ch. 247, § 1; L. 1988, ch. 356, § 56; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1971, ch. 81, § 4; L. 1988, ch. 356, § 57; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1971, ch. 81, § 5; L. 1986, ch. 318, § 23; L. 2010, ch. 17, § 40; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 27; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 28; L. 1972, ch. 66, § 1; L. 1988, ch. 356, § 58; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 29; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1987, ch. 83, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1987, ch. 83, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 30; L. 1955, ch. 140, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 31; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 32; L. 1967, ch. 129, § 1; L. 1983, ch. 86, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 33; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 34; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 35; L. 1986, ch. 93, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 36; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 37; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 38; L. 1982, ch. 105, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133. § 39; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 40; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 41; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 42; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 43; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 44; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 45; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 46; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 47; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 48; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 49; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 50; L. 1965, ch. 156, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 51; L. 1970, ch. 94, § 1; L. 1982, ch. 105, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 52; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 53; L. 1972, ch. 67, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 54; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 55; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 56; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 57; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 58; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 59; L. 1969, ch. 131, § 1; L. 1981, ch. 105, § 2; L. 1983, ch. 86, § 2; L. 1990, ch. 86, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 60; L. 1945, ch. 159, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 61; L. 1955, ch. 141, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 62; L. 1955, ch. 141, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 63; L. 1951, ch. 211, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 64; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 65; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 66; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 67; L. 1953, ch. 134, § 1; L. 1981, ch. 105, § 3; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 68; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 69; Repealed, L. 1981, ch. 105, § 7; July 1.
History: L. 1943, ch. 133, § 70; L. 1967, ch. 129, § 2; L. 1990, ch. 309, § 6; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 71; L. 1967, ch. 129, § 3; L. 1969, ch. 131, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 72; L. 1951, ch. 212, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 73; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 74; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 75; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 76; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 77; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 78; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1955, ch. 141, § 3; L. 1988, ch. 98, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1955, ch. 141, § 4; L. 1961, ch. 125, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1955, ch. 141, § 5; L. 1981, ch. 105, § 4; L. 1986, ch. 94, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1955, ch. 141, § 6; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1955, ch. 141, § 7; L. 1986, ch. 93, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1955, ch. 141, § 8; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1955, ch. 141, § 9; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1955, ch. 141, § 10; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1987, ch. 82, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1987, ch. 82, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 79; L. 1947, ch. 188, § 1; L. 1949, ch. 193, § 1; L. 1955, ch. 140, § 3; L. 1961, ch. 125, § 2; L. 1963, ch. 145, § 1; L. 1965, ch. 156, § 3; L. 1969, ch. 131, § 3; L. 1971, ch. 82, § 1; L. 1972, ch. 68, § 1; L. 1973, ch. 97, § 1; L. 1975, ch. 141, § 1; L. 1975, ch. 142, § 3; L. 1978, ch. 83, § 1; L. 1981, ch. 105, § 5; L. 1983, ch. 86, § 3; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1959, ch. 124, § 1; L. 1963, ch. 146, § 1; Repealed, L. 1972, ch. 68, § 2; July 1.
History: L. 1959, ch. 125, § 1; L. 1967, ch. 130, § 1; Repealed, L. 1972, ch. 68, § 2; July 1.
History: L. 1979, ch. 60, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 80; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1951, ch. 125, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 81; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 82; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 83; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 84; L. 1947, ch. 188, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 85; L. 1957, ch. 158, § 1; L. 1975, ch. 141, § 2; Repealed, L. 1981, ch. 105, § 7; July 1.
History: L. 1943, ch. 133, § 86; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 87; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 88; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 89; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 90; L. 1977, ch. 79, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1977, ch. 79, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 91; L. 1945, ch. 160, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 92; L. 1953, ch. 135, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 93; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 94; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 95; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 96; Repealed, L. 1959, ch. 126, § 1; June 30.
History: L. 1943, ch. 133, § 97; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 98; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 99; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 100; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 101; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 102; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 103; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 104; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 105; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 106; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 107; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 108; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 109; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 110; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 111; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 112; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 113; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 114; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 115; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 116; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 117; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 118; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 119; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 120; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 121; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 122; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 123; L. 1998, ch. 189, § 6; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 124; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 125; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 126; L. 1978, ch. 84, § 1; L. 1998, ch. 189, § 7; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 127; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 128; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 129; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 130; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 131; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 132; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 133; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 134; L. 1998, ch. 189, § 8; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 135; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 136; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 137; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 138; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 139; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 140; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 141; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1972, ch. 69, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1975, ch. 128, § 1; L. 1982, ch. 106, § 1; L. 1984, ch. 92, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1975, ch. 128, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1975, ch. 128, § 4; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1975, ch. 128, § 5; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1975, ch. 128, § 6; L. 1987, ch. 55, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1975, ch. 128, § 3; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1983, ch. 86, § 4; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1985, ch. 87, § 1; L. 1986, ch. 95, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 151; L. 1976, ch. 111, § 1; L. 1980, ch. 48, § 3; L. 2001, ch. 33, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 152; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 153; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 154; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 155; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 159; L. 1988, ch. 356, § 59; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 160; L. 1988, ch. 356, § 60; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 161; Repealed, L. 1965, ch. 156, § 11; June 30.
History: L. 1943, ch. 133, § 162; L. 1963, ch. 398, § 33; L. 1965, ch. 156, § 4; L. 1970, ch. 95, § 1; L. 1973, ch. 309, § 8; L. 1982, ch. 105, § 3; Repealed, L. 1994, ch. 33, § 6; July 1.
History: L. 1970, ch. 95, § 4; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 163; L. 1955, ch. 142, § 1; L. 1963, ch. 398, § 34; L. 1965, ch. 156, § 5; L. 1970, ch. 95, § 2; L. 1973, ch. 309, § 9; L. 1982, ch. 105, § 4; L. 1994, ch. 33, § 2; L. 2001, ch. 5, § 62; L. 2011, ch. 53, § 8; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1955, ch. 142, § 2; L. 1962, ch. 32, § 1; Repealed, L. 1982, ch. 105, § 5; July 1.
History: L. 1943, ch. 133, § 164; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 165; L. 1949, ch. 194, § 1; L. 1955, ch. 143, § 1; L. 1962, ch. 32, § 1; L. 1963, ch. 398, § 7; L. 1963, ch. 147, § 1; L. 1967, ch. 129, § 4; L. 1970, ch. 95, § 3; L. 1973, ch. 309, § 10; L. 1975, ch. 142, § 6; L. 1994, ch. 33, § 3; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 166; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 167; L. 1965, ch. 150, § 10; L. 1983, ch. 87, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 168; L. 1965, ch. 150, § 11; L. 1983, ch. 87, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 169; L. 1965, ch. 150, § 12; L. 1983, ch. 87, § 3; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 170; L. 1965, ch. 150, § 13; L. 1983, ch. 87, § 4; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 171; L. 1965, ch. 150, § 14; L. 1983, ch. 87, § 5; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 172; L. 1965, ch. 150, § 15; L. 1983, ch. 87, § 6; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 173; L. 1965, ch. 150, § 16; L. 1983, ch. 87, § 7; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 174; L. 1965, ch. 150, § 17; L. 1983, ch. 87, § 8; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 175; L. 1965, ch. 150, § 18; L. 1983, ch. 87, § 9; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 176; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 177; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 178; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 179; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 180; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 181; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 182; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 183; L. 1983, ch. 85, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 184; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 185; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 186; L. 1978, ch. 84, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 187; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 188; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 189; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 190; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 191; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 192; L. 1988, ch. 356, § 61; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 193; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 194; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 195; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 196; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 197; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1983, ch. 85, § 3; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 198; L. 1962, ch. 32, § 3; L. 1963, ch. 398, § 35; L. 1965, ch. 156, § 6; L. 1973, ch. 309, § 11; L. 1994, ch. 33, § 4; L. 2001, ch. 5, § 63; L. 2011, ch. 53, § 9; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 199; L. 1965, ch. 156, § 7; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 200; L. 1965, ch. 156, § 8; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 201; L. 1965, ch. 156, § 9; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 202; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 203; L. 1965, ch. 156, § 10; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1945, ch. 46, § 1; Repealed, L. 1970, ch. 95, § 5; July 1.
History: L. 1945, ch. 46, § 2; Repealed, L. 1962, ch. 32, § 4; May 1.
History: L. 1943, ch. 133, § 204; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 205; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 206; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 207; L. 1957, ch. 159, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 208; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 209; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 210; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 211; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 212; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 213; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 214; L. 1955, ch. 141, § 11; L. 1990, ch. 309, § 7; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1943, ch. 133, § 215; L. 1990, ch. 309, § 8; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1970, ch. 96, § 1; Repealed, L. 1973, ch. 97, § 2; July 1.
History: L. 1970, ch. 97, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1970, ch. 97, § 2; Repealed, L. 1983, ch. 86, § 5; April 21.
History: L. 1970, ch. 97, § 3; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1971, ch. 83, § 1; L. 1975, ch. 143, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1973, ch. 98, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1973, ch. 98, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1973, ch. 98, § 3; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1973, ch. 98, § 4; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1973, ch. 98, § 5; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1973, ch. 98, § 6; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1975, ch. 142, § 1; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1975, ch. 142, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1975, ch. 142, § 4; L. 1988, ch. 356, § 62; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1975, ch. 142, § 5; L. 1988, ch. 356, § 63; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1979, ch. 177, § 3; L. 1980, ch. 166, § 4; L. 1982, ch. 104, § 3; L. 1984, ch. 51, § 5; L. 1992, ch. 150, § 5; L. 2002, ch. 114, § 51; L. 2015, ch. 42, § 6; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1979, ch. 177, § 4; L. 1984, ch. 51, § 6; L. 1992, ch. 150, § 6; L. 2002, ch. 114, § 52; L. 2014, ch. 115, § 15; L. 2015, ch. 42, § 7; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1981, ch. 105, § 6; L. 1988, ch. 356, § 64; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1993, ch. 288, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1995, ch. 35, § 2; Repealed, L. 2018, ch. 75, § 28; July 1.
History: L. 1973, ch. 99, § 1; Repealed, L. 1981, ch. 106, § 3; July 1.
(a) All corporations and limited partnerships, as defined in K.S.A. 17-5903, and amendments thereto, that hold agricultural land, as defined in K.S.A. 17-5903, and amendments thereto, within this state, and that are required to make written business entity information reports to the secretary of state shall provide the information required of such corporations and limited partnerships in the business entity information reports made under K.S.A. 17-7503, 17-7504, 17-7505, 56-1a606 or 56-1a607, and amendments thereto. The information required by this section does not apply to the following:
(1) A tract of land of less than 10 acres;
(2) contiguous tracts of land that in the aggregate are of less than 10 acres; or
(3) state assessed railroad operating property.
(b) Any person who shall knowingly submit, or who through the proper and due exercise of care and diligence should have known that any submission of information and statements required of corporations and limited partnerships subject to the provisions of this section are false or materially misleading, or who fails or refuses to submit such information and statements is guilty of a class A misdemeanor.
(c) The secretary of state shall keep a separate index of all corporations and limited partnerships subject to the provisions of this section.
History: L. 1973, ch. 99, § 2; L. 1981, ch. 107, § 1; L. 1983, ch. 88, § 71; L. 1986, ch. 96, § 1; L. 2021, ch. 61, § 10; January 1, 2023.
As used in this act:
(a) "Corporation" means a domestic or foreign corporation organized for profit or nonprofit purposes.
(b) "Nonprofit corporation" means a corporation organized not-for-profit and which qualifies under section 501(c)(3) of the federal internal revenue code of 1986 as amended.
(c) "Limited partnership" has the meaning provided by K.S.A. 56-1a01, and amendments thereto.
(d) "Limited agricultural partnership" means a limited partnership founded for the purpose of farming and ownership of agricultural land in which:
(1) The partners do not exceed 10 in number;
(2) the partners are all natural persons, persons acting in a fiduciary capacity for the benefit of natural persons or nonprofit corporations, or general partnerships other than corporate partnerships formed under the laws of the state of Kansas; and
(3) at least one of the general partners is a person residing on the farm or actively engaged in the labor or management of the farming operation. If only one partner is meeting the requirement of this provision and such partner dies, the requirement of this provision does not apply for the period of time that the partner's estate is being administered in any district court in Kansas.
(e) "Corporate partnership" means a partnership, as defined in K.S.A. 56a-101, and amendments thereto, which has within the association one or more corporations or one or more limited liability companies.
(f) "Feedlot" means a lot, yard, corral, or other area in which livestock fed for slaughter are confined. The term includes within its meaning agricultural land in such acreage as is necessary for the operation of the feedlot.
(g) "Agricultural land" means land suitable for use in farming.
(h) "Farming" means the cultivation of land for the production of agricultural crops, the raising of poultry, the production of eggs, the production of milk, the production of fruit or other horticultural crops, grazing or the production of livestock. Farming does not include the production of timber, forest products, nursery products or sod, and farming does not include a contract to provide spraying, harvesting or other farm services.
(i) "Fiduciary capacity" means an undertaking to act as executor, administrator, guardian, conservator, trustee for a family trust, authorized trust or testamentary trust or receiver or trustee in bankruptcy.
(j) "Family farm corporation" means a corporation:
(1) Founded for the purpose of farming and the ownership of agricultural land in which the majority of the voting stock is held by and the majority of the stockholders are persons related to each other, all of whom have a common ancestor within the third degree of relationship, by blood or by adoption, or the spouses or the stepchildren of any such persons, or persons acting in a fiduciary capacity for persons so related;
(2) all of its stockholders are natural persons or persons acting in a fiduciary capacity for the benefit of natural persons; and
(3) at least one of the stockholders is a person residing on the farm or actively engaged in the labor or management of the farming operation. A stockholder who is an officer of any corporation referred to in this subsection and who is one of the related stockholders holding a majority of the voting stock shall be deemed to be actively engaged in the management of the farming corporation. If only one stockholder is meeting the requirement of this provision and such stockholder dies, the requirement of this provision does not apply for the period of time that the stockholder's estate is being administered in any district court in Kansas.
(k) "Authorized farm corporation" means a Kansas corporation, other than a family farm corporation, all of the incorporators of which are Kansas residents, family farm corporations or family farm limited liability agricultural companies or any combination thereof, and which is founded for the purpose of farming and the ownership of agricultural land in which:
(1) The stockholders do not exceed 15 in number; and
(2) the stockholders are all natural persons, family farm corporations, family farm limited liability agricultural companies or persons acting in a fiduciary capacity for the benefit of natural persons, family farm corporations, family farm limited liability agricultural companies or nonprofit corporations; and
(3) if all of the stockholders are natural persons, at least one stockholder must be a person residing on the farm or actively engaged in labor or management of the farming operation. If only one stockholder is meeting the requirement of this provision and such stockholder dies, the requirement of this provision does not apply for the period of time that the stockholder's estate is being administered in any district court in Kansas.
(l) "Trust" means a fiduciary relationship with respect to property, subjecting the person by whom the property is held to equitable duties to deal with the property for the benefit of another person, which arises as a result of a manifestation of an intention to create it. A trust includes a legal entity holding property as trustee, agent, escrow agent, attorney-in-fact and in any similar capacity.
(m) "Family trust" means a trust in which:
(1) A majority of the equitable interest in the trust is held by and the majority of the beneficiaries are persons related to each other, all of whom have a common ancestor within the third degree of relationship, by blood or by adoption, or the spouses or stepchildren of any such persons, or persons acting in a fiduciary capacity for persons so related; and
(2) all the beneficiaries are natural persons, are persons acting in a fiduciary capacity, other than as trustee for a trust, or are nonprofit corporations.
(n) "Authorized trust" means a trust other than a family trust in which:
(1) The beneficiaries do not exceed 15 in number;
(2) the beneficiaries are all natural persons, are persons acting in a fiduciary capacity, other than as trustee for a trust, or are nonprofit corporations; and
(3) the gross income thereof is not exempt from taxation under the laws of either the United States or the state of Kansas.
For the purposes of this definition, if one of the beneficiaries dies, and more than one person succeeds, by bequest, to the deceased beneficiary's interest in the trust, all of such persons, collectively, shall be deemed to be one beneficiary, and a husband and wife, and their estates, collectively, shall be deemed to be one beneficiary.
(o) "Testamentary trust" means a trust created by devising or bequeathing property in trust in a will as such terms are used in the Kansas probate code.
(p) "Poultry confinement facility" means the structures and related equipment used for housing, breeding, laying of eggs or feeding of poultry in a restricted environment. The term includes within its meaning only such agricultural land as is necessary for proper disposal of liquid and solid wastes and for isolation of the facility to reasonably protect the confined poultry from exposure to disease. As used in this subsection, "poultry" means chickens, turkeys, ducks, geese or other fowl.
(q) "Rabbit confinement facility" means the structures and related equipment used for housing, breeding, raising, feeding or processing of rabbits in a restricted environment. The term includes within its meaning only such agricultural land as is necessary for proper disposal of liquid and solid wastes and for isolation of the facility to reasonably protect the confined rabbits from exposure to disease.
(r) "Swine marketing pool" means an association whose membership includes three or more business entities or individuals formed for the sale of hogs to buyers but shall not include any trust, corporation, limited partnership or corporate partnership, or limited liability company other than a family farm corporation, authorized farm corporation, limited liability agricultural company, limited agricultural partnership, family trust, authorized trust or testamentary trust.
(s) "Swine production facility" means the land, structures and related equipment used for housing, breeding, farrowing or feeding of swine. The term includes within its meaning only such agricultural land as is necessary for proper disposal of liquid and solid wastes in environmentally sound amounts for crop production and to avoid nitrate buildup and for isolation of the facility to reasonably protect the confined animals from exposure to disease.
(t) "Limited liability company" has the meaning provided by K.S.A. 17-7663, and amendments thereto.
(u) "Limited liability agricultural company" means a limited liability company founded for the purpose of farming and ownership of agricultural land in which:
(1) The members do not exceed 10 in number; and
(2) the members are all natural persons, family farm corporations, family farm limited liability agriculture companies, persons acting in a fiduciary capacity for the benefit of natural persons, family farm corporations, family farm limited liability agricultural companies or nonprofit corporations, or general partnerships other than corporate partnerships formed under the laws of the state of Kansas; and
(3) if all of the members are natural persons, at least one member must be a person residing on the farm or actively engaged in labor or management of the farming operation. If only one member is meeting the requirement of this provision and such member dies, the requirement of this provision does not apply for the period of time that the member's estate is being administered in any district court in Kansas.
(v) "Dairy production facility" means the land, structures and related equipment used for housing, breeding, raising, feeding or milking dairy cows. The term includes within its meaning only such agricultural land as is necessary for proper disposal of liquid and solid wastes and for isolation of the facility to reasonably protect the confined cows from exposure to disease.
(w) "Family farm limited liability agricultural company" means a limited liability company founded for the purpose of farming and ownership of agricultural land in which:
(1) The majority of the members are persons related to each other, all of whom have a common ancestor within the third degree of relationship, by blood or by adoption, or the spouses or the stepchildren of any such persons, or persons acting in a fiduciary capacity for persons so related;
(2) the members are natural persons or persons acting in a fiduciary capacity for the benefit of natural persons; and
(3) at least one of the members is a person residing on the farm or actively engaged in the labor or management of the farming operation. If only one member is meeting the requirement of this provision and such member dies, the requirement of this provision does not apply for the period of time that the member's estate is being administered in any district court in Kansas.
(x) "Hydroponics" means the growing of vegetables, flowers, herbs, or plants used for medicinal purposes, in a growing medium other than soil.
History: L. 1981, ch. 106, § 1; L. 1983, ch. 88, § 72; L. 1986, ch. 96, § 2; L. 1987, ch. 368, § 1; L. 1988, ch. 99, § 53; L. 1991, ch. 76, § 9; L. 1994, ch. 130, § 3; L. 1994, ch. 331, § 1; L. 1996, ch. 225, § 1; L. 1998, ch. 93, § 71; L. 1999, ch. 119, § 83; L. 2012, ch. 141, § 1; July 1.
(a) No corporation, trust, limited liability company, limited partnership or corporate partnership, other than a family farm corporation, authorized farm corporation, limited liability agricultural company, family farm limited liability agricultural company, limited agricultural partnership, family trust, authorized trust or testamentary trust shall, either directly or indirectly, own, acquire or otherwise obtain or lease any agricultural land in this state. The restrictions provided in this section do not apply to the following:
(1) A bona fide encumbrance taken for purposes of security.
(2) Agricultural land when acquired as a gift, either by grant or devise, by a bona fide educational, religious or charitable nonprofit corporation.
(3) Agricultural land acquired by a corporation or a limited liability company in such acreage as is necessary for the operation of a nonfarming business. Such land may not be used for farming except under lease to one or more natural persons, a family farm corporation, authorized farm corporation, family trust, authorized trust or testamentary trust. The corporation shall not engage, either directly or indirectly, in the farming operation and shall not receive any financial benefit, other than rent, from the farming operation.
(4) Agricultural land acquired by a corporation or a limited liability company by process of law in the collection of debts, or pursuant to a contract for deed executed prior to the effective date of this act, or by any procedure for the enforcement of a lien or claim thereon, whether created by mortgage or otherwise, if such corporation divests itself of any such agricultural land within 10 years after such process of law, contract or procedure, except that provisions of K.S.A. 9-1102, and amendments thereto, shall apply to any bank which acquires agricultural land.
(5) A municipal corporation.
(6) Agricultural land which is acquired by a trust company or bank in a fiduciary capacity or as a trustee for a nonprofit corporation.
(7) Agricultural land owned or leased or held under a lease purchase agreement as described in K.S.A. 12-1741, and amendments thereto, by a corporation, corporate partnership, limited corporate partnership or trust on the effective date of this act if: (A) Any such entity owned or leased such agricultural land prior to July 1, 1965, provided such entity shall not own or lease any greater acreage of agricultural land than it owned or leased prior to the effective date of this act unless it is in compliance with the provisions of this act; (B) any such entity was in compliance with the provisions of K.S.A. 17-5901, prior to its repeal by this act, provided such entity shall not own or lease any greater acreage of agricultural land than it owned or leased prior to the effective date of this act unless it is in compliance with the provisions of this act, and absence of evidence in the records of the county where such land is located of a judicial determination that such entity violated the provisions of K.S.A. 17-5901, prior to its repeal, shall constitute proof that the provisions of this act do not apply to such agricultural land, and that such entity was in compliance with the provisions of K.S.A. 17-5901, prior to its repeal; or (C) any such entity was not in compliance with the provisions of K.S.A. 17-5901, prior to its repeal by this act, but is in compliance with the provisions of this act by July 1, 1991.
(8) Agricultural land held or leased by a corporation or a limited liability company for use as a feedlot, a poultry confinement facility or rabbit confinement facility.
(9) Agricultural land held or leased by a corporation for the purpose of the production of timber, forest products, nursery products or sod.
(10) Agricultural land used for bona fide educational research or scientific or experimental farming.
(11) Agricultural land used for the commercial production and conditioning of seed for sale or resale as seed or for the growing of alfalfa by an alfalfa processing entity if such land is located within 30 miles of such entity's plant site.
(12) Agricultural land owned or leased by a corporate partnership or limited corporate partnership in which the partners associated therein are either natural persons, family farm corporations, authorized farm corporations, limited liability agricultural companies, family trusts, authorized trusts or testamentary trusts.
(13) Any corporation, either domestic or foreign, or any limited liability company, organized for coal mining purposes which engages in farming on any tract of land owned by it which has been strip mined for coal.
(14) Agricultural land owned or leased by a limited partnership prior to the effective date of this act.
(15) Except as provided by K.S.A. 17-5908, as it existed before the effective date of this act, and K.S.A. 1998 Supp. 17-5909, agricultural land held or leased by a corporation or a limited liability company for use as a swine production facility in any county which, before the effective date of this act, has voted favorably pursuant to K.S.A. 17-5908, as it existed before the effective date of this act, either by county resolution or by the electorate.
(16) Agricultural land held or leased by a corporation, trust, limited liability company, limited partnership or corporate partnership for use as a swine production facility in any county where the voters, after the effective date of this act, have voted pursuant to K.S.A. 17-5908, and amendments thereto, to allow establishment of swine production facilities within the county.
(17) Agricultural land held or leased by a corporation, trust, limited liability company, limited partnership or corporate partnership for use as a dairy production facility in any county which has voted favorably pursuant to K.S.A. 17-5907, and amendments thereto, either by county resolution or by the electorate.
(18) Agricultural land held or leased by a corporation or a limited liability company used in a hydroponics setting.
(b) Production contracts entered into by a corporation, trust, limited liability company, limited partnership or corporate partnership and a person engaged in farming for the production of agricultural products shall not be construed to mean the ownership, acquisition, obtainment or lease, either directly or indirectly, of any agricultural land in this state.
(c) Any corporation, trust, limited liability company, limited partnership or corporate partnership, other than a family farm corporation, authorized farm corporation, limited liability agricultural company, family farm limited liability agricultural company, limited agricultural partnership, family trust, authorized trust or testamentary trust, violating the provisions of this section shall be subject to a civil penalty of not more than $50,000 and shall divest itself of any land acquired in violation of this section within one year after judgment is entered in the action. The district courts of this state may prevent and restrain violations of this section through the issuance of an injunction. The attorney general or district or county attorney shall institute suits on behalf of the state to enforce the provisions of this section.
(d) Civil penalties sued for and recovered by the attorney general shall be paid into the state general fund. Civil penalties sued for and recovered by the county attorney or district attorney shall be paid into the general fund of the county where the proceedings were instigated.
History: L. 1981, ch. 106, § 2; L. 1986, ch. 96, § 3; L. 1987, ch. 368, § 2; L. 1988, ch. 99, § 56; L. 1991, ch. 76, § 10; L. 1994, ch. 130, § 4; L. 1994, ch. 331, § 2; L. 1996, ch. 225, § 2; L. 1998, ch. 143, § 44; L. 2012, ch. 141, § 2; July 1.
History: L. 1981, ch. 106, § 2; L. 1986, ch. 56, § 4; Repealed, L. 1987, ch. 368, § 5; July 1.
History: L. 1988, ch. 99, §§ 54, 55; Repealed, L. 1994, ch. 130, § 14; April 14.
(a) (1) The board of county commissioners, by resolution, may permit or deny a dairy production facility, as defined in K.S.A. 17-5903, and amendments thereto, to be established within the county by a corporation, trust, limited liability company, limited partnership or corporate partnership. Such resolution shall be published once each week for two consecutive weeks in the official county newspaper. The resolution shall take effect 60 days after final publication unless a valid petition in opposition to the same is filed.
(2) If within 60 days of the final publication of the resolution, a valid protest petition to submit the resolution to the qualified voters of the county is signed by qualified electors of the county equal in number to not less than 5% of the electors of the county who voted for the office of secretary of state at the last preceding general election at which such office was elected and is filed with the county election officer, the county election officer shall submit the question, as established in subsection (c), of whether a dairy production facility shall be allowed to be established in such county at the next state, county or special election.
(b) (1) The board of county commissioners, upon a petition filed in accordance with paragraph (b)(2), shall submit to the qualified electors of the county a proposition to permit a dairy production facility, as defined in K.S.A. 17-5903, and amendments thereto, to be established within the county by a corporation, trust, limited liability company, limited partnership or corporate partnership.
(2) A petition to submit a proposition to the qualified voters of a county pursuant to this section shall be filed with the county election officer. The petition shall be signed by qualified electors of the county equal in number to not less than 5% of the electors of the county who voted for the office of secretary of state at the last preceding general election at which such office was elected. The following shall appear on the petition:
"We request an election to determine whether a corporation, trust, limited liability company, limited partnership or corporate partnership shall be allowed to, either directly or indirectly, own, acquire or otherwise obtain or lease any agricultural land in ________ county for the purpose of establishing a dairy production facility."
(3) Upon the submission of a valid petition calling for an election pursuant to this subsection, the county election officer shall submit the question, as established in subsection (c), of whether a dairy production facility shall be allowed to be established in such county at the next countywide election which occurs more than 60 days after the petition is filed with the county election officer.
(c) In any election established pursuant to this section, the following shall appear on the ballot:
"Shall a corporation, trust, limited liability company, limited partnership or corporate partnership be allowed to, either directly or indirectly, own, acquire or otherwise obtain or lease any agricultural land in ________ county for the purpose of establishing a dairy production facility?"
(d) If a majority of the votes cast and counted are in opposition to allowing dairy production facilities to be established in such county, the county election officer shall transmit a copy of the result to the secretary of state who shall publish in the Kansas register the result of such election and that dairy production facilities are not allowed to be established in such county.
(e) If a majority of the votes cast and counted is in favor of the proposition, the county election officer shall transmit a copy of the result to the secretary of state who shall publish in the Kansas register the result of such election and that dairy production facilities are allowed to be established in such county.
(f) The election provided for by this section shall be conducted, and the votes counted and canvassed, in the manner provided by law for question submitted elections of the county.
History: L. 1994, ch. 249, § 1; L. 2012, ch. 141, § 3; July 1.
(a) (1) The board of county commissioners, by resolution, may permit or deny a swine production facility, as defined in K.S.A. 17-5903, and amendments thereto, to be established within the county by a corporation, trust, limited liability company, limited partnership or corporate partnership. Such resolution shall be published once each week for two consecutive weeks in the official county newspaper. The resolution shall take effect 60 days after final publication unless a valid petition in opposition to the same is filed.
(2) If within 60 days of the final publication of the resolution, a valid protest petition to submit the resolution to the qualified voters of the county is signed by qualified electors of the county equal in number to not less than 5% of the electors of the county who voted for the office of secretary of state at the last preceding general election at which such office was elected and is filed with the county election officer, the county election officer shall submit the question, as established in subsection (c), of whether a swine production facility shall be allowed to be established in such county at the next state, county or special election.
(b) (1) The board of county commissioners, upon a petition filed in accordance with paragraph (b)(2), shall submit to the qualified electors of the county a proposition to permit a swine production facility, as defined in K.S.A. 17-5903, and amendments thereto, to be established within the county corporation, trust, limited liability company, limited partnership or corporate partnership.
(2) A petition to submit a proposition to the qualified voters of a county pursuant to this section shall be filed with the county election officer. The petition shall be signed by qualified electors of the county equal in number to not less than 5% of the electors of the county who voted for the office of secretary of state at the last preceding general election at which such office was elected. The following shall appear on the petition:
"We request an election to determine whether a corporation, trust, limited liability company, limited partnership or corporate partnership shall be allowed to, either directly or indirectly, own, acquire or otherwise obtain or lease any agricultural land in _______ county for the purpose of establishing a swine production facility."
(3) Upon the submission of a valid petition calling for an election pursuant to this subsection, the county election officer shall submit the question, as established in subsection (c), of whether a swine production facility shall be allowed to be established in such county at the next countywide election which occurs more than 60 days after the petition is filed with the county election officer.
(c) In any election established pursuant to this section, the following shall appear on the ballot:
"Shall a corporation, trust, limited liability company, limited partnership or corporate partnership be allowed to, either directly or indirectly, own, acquire or otherwise obtain or lease any agricultural land in ________ county for the purpose of establishing a swine production facility?"
(d) If a majority of the votes cast and counted are in opposition to allowing swine production facilities to be established in such county, the county election officer shall transmit a copy of the result to the secretary of state who shall publish in the Kansas register the result of such election and that swine production facilities are not allowed to be established in such county.
(e) If a majority of the votes cast and counted is in favor of the proposition, the county election officer shall transmit a copy of the result to the secretary of state who shall publish in the Kansas register the result of such election and that swine production facilities are allowed to be established in such county.
(f) The election provided for by this section shall be conducted, and the votes counted and canvassed, in the manner provided by law for question submitted elections of the county.
History: L. 1994, ch. 130, § 1; L. 1998, ch. 143, § 45; L. 2012, ch. 141, § 4; July 1.
History: L. 1998, ch. 143, § 38; Expired, December 31, 1998.
(a) Any person, partnership, association or corporation, singly or jointly with others, and without regard to such person's or entity's residence, domicile or state of incorporation, may incorporate or organize a corporation under this code by filing with the secretary of state articles of incorporation which shall be executed and filed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto.
(b) Except as otherwise provided by law, a corporation may be incorporated or organized under this code to conduct or promote any lawful business or purposes.
(c) Corporations subject to special statutory regulation may be organized under this code 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 code 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 corporation organized under the laws of this state or authorized to do business in this state shall be governed by the applicable provisions of this code.
History: L. 1972, ch. 52, § 1; L. 1973, ch. 99, § 7; L. 1999, ch. 39, § 6; L. 2000, ch. 39, § 16; L. 2016, ch. 110, § 14; July 1.
(a) The articles of incorporation shall set forth:
(1) The name of the corporation pursuant to K.S.A. 17-7918 and 17-7919, and amendments thereto, of the business entity standard treatment act;
(2) the postal address of the corporation's registered office in this state stated in accordance with K.S.A. 17-7924, and amendments thereto, and the name of its resident agent at such address;
(3) the nature of the business or purposes to be conducted or promoted. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Kansas general corporation code, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any;
(4) (A) if the corporation is to be authorized to issue only one class of stock, the total number of shares of stock that the corporation shall have authority to issue and the par value of each of such shares, or a statement that all such shares are to be without par value. If the corporation is to be authorized to issue more than one class of stock, the articles of incorporation shall set forth the total number of shares of all classes of stock that the corporation shall have authority to issue and the number of shares of each class, and shall specify each class the shares of which are to be without par value, and each class the shares of which are to have a par value and the par value of the shares of each such class. The articles of incorporation shall also set forth a statement of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, that are permitted by K.S.A. 17-6401, and amendments thereto, in respect to any class or classes of stock or any series of any class of stock of the corporation and the fixing of which by the articles of incorporation is desired, and an express grant of such authority as it may then be desired to grant to the board of directors to fix by resolution or resolutions any thereof that may be desired but which shall not be fixed by the articles of incorporation.
(B) (i) The provisions of this subsection shall not apply to nonstock corporations. In the case of nonstock corporations, the fact that they are not authorized to issue capital stock shall be stated in the articles of incorporation. The conditions of membership, or other criteria for identifying members, of nonstock corporations shall likewise be stated in the articles of incorporation or bylaws. Nonstock corporations shall have members, but failure to have members shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation.
(ii) Nonstock corporations may provide for classes or groups of members having relative rights, powers and duties, and may make provision for the future creation of additional classes or groups of members having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members. Except as otherwise provided in this code, nonstock corporations may also provide that any member or class or group of members shall have full, limited or no voting rights or powers, including that any member or class or group of members shall have the right to vote on a specified transaction even if that member or class or group of members does not have the right to vote for the election of the members of the governing body of the corporation. Voting by members of a nonstock corporation may be on a per capita, number, financial interest, class, group or any other basis set forth.
(iii) The provisions referred to in paragraph (4)(B)(ii) may be set forth in the articles of incorporation or bylaws. If neither the articles of incorporation nor bylaws of a nonstock corporation state the conditions of membership, or other criteria for identifying members, the members of the corporation shall be deemed to be those entitled to vote for the election of the members of the governing body pursuant to the articles of incorporation or bylaws of such corporation or otherwise until thereafter otherwise provided by the articles of incorporation or bylaws;
(5) the name and postal address of the incorporator or incorporators; and
(6) if the powers of the incorporator or incorporators are to terminate upon the filing of the articles of incorporation, the names and postal addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify.
(b) In addition to the matters required to be set forth in the articles of incorporation by subsection (a), the articles of incorporation may also contain any or all of the following matters:
(1) Any provision for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting and regulating the sale or other disposition of stock and the powers of the corporation, the directors and the stockholders, or any class of the stockholders, or the governing body, members or any class or group of members of a nonstock corporation, if such provisions are not contrary to the laws of this state. Any provision that is required or permitted by any section of this code to be stated in the bylaws may be stated instead in the articles of incorporation;
(2) the following provisions, in these words:
(A) For a corporation other than a nonstock corporation: "Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them or between this corporation and its stockholders or any class of them, any court of competent jurisdiction within the state of Kansas, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under K.S.A. 17-6901, and amendments thereto, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of K.S.A. 17-6808 and 17-6901, and amendments thereto, may order a meeting of the creditors or class of creditors, or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing
3/4 in value of the creditors or class of creditors, or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, such compromise or arrangement and such reorganization shall, if sanctioned by the court to which the application has been made, be binding on all the creditors or class of creditors, or on all the stockholders or class of stockholders of this corporation, as the case may be, and also on this corporation"; or
(B) for a nonstock corporation: "Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them or between this corporation and its members or any class of them, any court of competent jurisdiction within the state of Kansas may, on the application in a summary way of this corporation or of any creditor or member thereof or on the application of any receiver or receivers appointed for this corporation under K.S.A. 17-6901, and amendments thereto, or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of K.S.A. 17-6808 and 17-6901, and amendments thereto, order a meeting of the creditors or class or creditors, or of the members of class of members of this corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing
3/4 in value of the creditors or class of creditors, or of the members or class of members of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, such compromise or arrangement and such reorganization shall, if sanctioned by the court to which the application has been made, be binding on all the creditors or class of creditors, or on all the members or class of members, of this corporation, as the case may be, and also on this corporation";
(3) such provisions as may be desired granting to the holders of the stock of the corporation, or the holders of any class or series of a class thereof, the preemptive right to subscribe to any or all additional issues of stock of the corporation of any or all classes or series thereof, or to any securities of the corporation convertible into such stock. No stockholder shall have any preemptive right to subscribe to an additional issue of stock or to any security convertible into such stock unless, and except to the extent that, such right is expressly granted to such stockholder in the articles of incorporation. All such rights in existence on July 1, 1972, shall remain in existence unaffected by this paragraph unless and until changed or terminated by appropriate action that expressly provides for such change or termination;
(4) provisions requiring for any corporate action, the vote of a larger portion of the stock or of any class or series thereof, or of any other securities having voting power, or a larger number of the directors, than is required by this code;
(5) a provision limiting the duration of the corporation's existence to a specified date; otherwise, the corporation shall have perpetual existence;
(6) a provision imposing personal liability for the debts of the corporation on its stockholders to a specified extent and upon specified conditions; otherwise, the stockholders of a corporation shall not be personally liable for the payment of the corporation's debts except as they may be liable by reason of their own conduct or acts;
(7) the manner of adoption, alteration and repeal of bylaws; and
(8) a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except that such provision shall not eliminate or limit the liability of a director: (A) For any breach of the director's duty of loyalty to the corporation or its stockholders; (B) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (C) under the provisions of K.S.A. 17-6424, and amendments thereto; or (D) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. An amendment, repeal or elimination of such a provision shall not affect its application with respect to an act or omission by a director occurring before such amendment, repeal or elimination unless the provision provides otherwise at the time of such act or omission. All references in this subsection to a director also shall be deemed to refer to such other person or persons, if any, who, pursuant to a provision of the articles of incorporation in accordance with K.S.A. 17-6301(a), and amendments thereto, exercise or perform any of the powers or duties otherwise conferred or imposed upon the board of directors by this code.
(c) It shall not be necessary to set forth in the articles of incorporation any of the powers conferred on corporations by this code.
(d) Except for provisions included pursuant to subsections (a)(1), (a)(2), (a)(5), (a)(6), (b)(2), (b)(5), (b)(7) and (b)(8), and provisions included pursuant to subsection (a)(4) specifying the classes, number of shares and par value of shares a corporation, other than a nonstock corporation, is authorized to issue, any provision of the articles of incorporation may be made dependent upon facts ascertainable outside such instrument, provided that the manner in which such facts shall operate upon the provision is clearly and explicitly set forth in the provision. As used in this subsection, "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(e) The articles of incorporation shall not contain any provision that would impose liability on a stockholder for the attorney fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in K.S.A. 17-6015, and amendments thereto.
History: L. 1972, ch. 52, § 2; L. 1973, ch. 100, § 1; L. 1975, ch. 144, § 1; L. 1978, ch. 85, § 1; L. 1978, ch. 86, § 1; L. 1984, ch. 93, § 1; L. 1987, ch. 88, § 1; L. 1988, ch. 99, § 3; Revived and amended, L. 1988, ch. 100, § 3; L. 1991, ch. 76, § 11; L. 1992, ch. 270, § 1; L. 1999, ch. 41, § 2; L. 2000, ch. 39, § 17; L. 2004, ch. 143, § 1; L. 2005, ch. 83, § 2; L. 2014, ch. 121, § 40; L. 2016, ch. 110, § 15; L. 2023, ch. 66, § 6; July 1.
(a) If another section of this act or any other law of this state specifically prescribes a manner of executing or filing a specified instrument or a time when such instrument shall become effective, which differs from the corresponding provisions of this section, then the provisions of such other section shall govern.
(b) When 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 any authorized officer 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 power 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.
History: L. 1972, ch. 52, § 3; L. 1973, ch. 100, § 2; L. 1984, ch. 201, § 12; L. 1987, ch. 89, § 1; L. 1998, ch. 39, § 1; L. 1999, ch. 41, § 10; L. 1999, ch. 149, § 1; L. 2000, ch. 39, § 1; L. 2004, ch. 143, § 2; L. 2009, ch. 64, § 1; L. 2014, ch. 121, § 41; January 1, 2015.
History: L. 1990, ch. 85, § 5; L. 1999, ch. 41, § 3; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
"Articles of incorporation," as used in this code, unless the context requires otherwise, includes not only the original articles of incorporation filed to create a corporation, including the charter, articles of association and any other instrument by whatever name known which a corporation has been or may be lawfully formed, but it also includes all other certificates, agreements of merger or consolidation, plans of reorganization or other instruments, however designated, that are filed pursuant to K.S.A. 17-7910, and amendments thereto, or any other section of this code, the business entity transactions act, K.S.A. 17-78-101 to 17-78-607, and amendments thereto, or the business entity standard treatment act, K.S.A. 17-7901 to 17-7939, and amendments thereto, and that have the effect of amending or supplementing in some respect a corporation's articles of incorporation.
History: L. 1972, ch. 52, § 4; L. 2016, ch. 110, § 16; L. 2023, ch. 66, § 7; July 1.
A copy of the articles of incorporation, or of a restated articles of incorporation, or of any other certificate or instrument which has been filed in the office of the secretary of state as required by any provision of this act, when duly certified by the secretary of state shall be received in all courts, public offices and official bodies as prima facie evidence of:
(a) Due execution and filing of the instrument;
(b) observance and performance of all acts and conditions necessary to have been observed and performed precedent to the instrument becoming effective; and
(c) any other facts required or permitted by law to be stated in the instrument.
History: L. 1972, ch. 52, § 5; L. 1998, ch. 189, § 9; L. 2000, ch. 39, § 18; July 1.
Upon the filing with the secretary of state of the articles of incorporation, executed and filed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto, the incorporator or incorporators who signed the certificate, and such incorporator's successors and assigns, shall be and constitute a body corporate from the date of such filing by the name set forth in the articles, subject to the provisions of K.S.A. 17-7911, and amendments thereto, and subject to dissolution or other termination of its existence as provided in this code.
History: L. 1972, ch. 52, § 6; L. 2000, ch. 39, § 19; L. 2016, ch. 110, § 17; July 1.
If the persons who are to serve as directors until the first annual meeting of stockholders have not been named in the articles of incorporation, the incorporator or incorporators, until the directors are elected, shall manage the affairs of the corporation and may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption of the original bylaws of the corporation and the election of directors.
History: L. 1972, ch. 52, § 7; L. 2016, ch. 110, § 18; July 1.
(a) After the filing of the articles of incorporation, an organization meeting of the incorporator or incorporators, or of the board of directors if the initial directors were named in the articles of incorporation, shall be held, either within or without this state, at the call of a majority of the incorporators or directors, as the case may be, for the purposes of:
(1) Adopting bylaws unless a different provision is made in the articles of incorporation for the adoption thereof;
(2) electing directors, if the meeting is of the incorporators, to serve or hold office until the first annual meeting of stockholders or until their successors are elected and qualify;
(3) electing officers if the meeting is of the directors;
(4) doing any other or further acts to perfect the organization of the corporation; and
(5) transacting such other business as may come before the meeting.
(b) The persons calling the meeting shall give to each other incorporator or director, as the case may be, at least two days' notice thereof in writing or by electronic transmission by any usual means of communication and such notice shall state the time, place and purposes of the meeting as fixed by the persons calling it. Notice of the meeting need not be given to anyone who attends the meeting or who waives notice either before or after the meeting.
(c) (1) Unless otherwise restricted by the articles of incorporation:
(A) Any action permitted to be taken at the organization meeting of the incorporators or directors, as the case may be, may be taken without a meeting if each incorporator or director, where there is more than one, or the sole incorporator or director where there is only one, consents thereto in writing or by electronic transmission; and
(B) a consent may be documented, signed and delivered in any manner permitted by K.S.A. 17-6016, and amendments thereto.
(2) Any person, whether or not then an incorporator or director, may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, not later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this subsection at such effective time if such person is then an incorporator or director, as the case may be, and did not revoke the consent prior to such time. Any such consent shall be revocable prior to the time such consent becomes effective.
(d) If any incorporator is not available to act, then any person for whom or on whose behalf the incorporator was acting directly or indirectly as employee or agent, may take action that such incorporator would have been authorized to take under this section or K.S.A. 17-6007, and amendments thereto, except that any instrument signed by such other person, or any record of the proceedings of a meeting in which such person participated, shall state that:
(1) Such incorporator is not available and the reason therefor;
(2) such incorporator was acting directly or indirectly as employee or agent for or on behalf of such person; and
(3) such person's signature on such instrument or participation in such meeting is otherwise authorized and not wrongful.
History: L. 1972, ch. 52, § 8; L. 2016, ch. 110, § 19; L. 2023, ch. 66, § 8; July 1.
(a) The right to adopt, amend or repeal bylaws of any corporation in existence on July 1, 1972, shall be vested in the corporation's board of directors, unless otherwise provided in such corporation's articles of incorporation and subject to the right of the stockholders to adopt, amend or repeal the bylaws. For all other corporations, the original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, unless the initial directors were named in the articles of incorporation, or, before a corporation has received any payment for any of its stock or, in the case of a nonstock corporation, before any person has been admitted to membership in the corporation, by its board of directors or governing body, as the case may be. After a corporation has received any payment for any of its stock or, in the case of a nonstock corporation, after any person has been admitted to membership in the corporation, the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote or, in the case of a nonstock corporation, in its members entitled to vote except that, any corporation, in its articles of incorporation, may confer the power to adopt, amend or repeal bylaws upon the directors or, in the case of a nonstock corporation, upon its governing body by whatever name designated. The fact that such power has been so conferred upon the directors or governing body, as the case may be, shall not divest the stockholders or members of the power, nor limit their power to adopt, amend or repeal bylaws.
(b) The bylaws may contain any provision, not inconsistent with law or with the articles of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees. The bylaws may not contain any provision that would impose liability on a stockholder for the attorney fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in K.S.A. 17-6015, and amendments thereto.
History: L. 1972, ch. 52, § 9; L. 1977, ch. 80, § 1; L. 1988, ch. 99, § 4; Revived and amended, L. 1988, ch. 100, § 4; L. 1992, ch. 270, § 2; L. 2016, ch. 110, § 20; July 1.
(a) The board of directors of any corporation may adopt emergency bylaws, subject to repeal or change by action of the stockholders that, notwithstanding any contrary provision in this code or in chapters 17 and 66 of the Kansas Statutes Annotated, and amendments thereto, or in the articles of incorporation or bylaws, shall be operative during any emergency resulting from an attack on the United States or on a locality where the corporation conducts its business or customarily holds meetings of its board of directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, including, but not limited to, an epidemic or pandemic, a declaration of a national emergency by the United States government or other similar emergency condition, irrespective of whether a quorum of the board of directors or a standing committee thereof can readily be convened for action. The emergency bylaws contemplated by this section may be adopted by the board of directors or, if a quorum cannot be readily convened for a meeting, by a majority of the directors present. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:
(1) A meeting of the board of directors or a committee thereof may be called by any officer or director in such manner and under such conditions as shall be prescribed in the emergency bylaws;
(2) the director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and
(3) the officers or other persons designated on a list approved by the board of directors before the emergency, all in such order of priority and subject to such conditions and for such period of time, not longer than reasonably necessary after the termination of the emergency, as may be provided in the emergency bylaws or in the resolution approving the list, shall be deemed directors for such meeting, to the extent required to provide a quorum at any meeting of the board of directors.
(b) The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the corporation shall be rendered incapable of discharging their duties for any reason.
(c) The board of directors, either before or during any such emergency, may change the head office or designate several alternative head offices or regional offices, or authorize the offices so to do, effective in the emergency.
(d) No officer, director or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct.
(e) To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency, and upon its termination the emergency bylaws shall cease to be operative.
(f) Unless otherwise provided in emergency bylaws, notice of any meeting of the board of directors during such an emergency may be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio.
(g) To the extent required to constitute a quorum at any meeting of the board of directors during such an emergency, and unless otherwise provided in emergency bylaws, the officers of the corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting.
(h) Nothing contained in this section shall be deemed exclusive of any other provisions for emergency powers consistent with other sections of this code that have been or may be adopted by corporations created under the provisions of this code.
(i) During any emergency condition of a type described in subsection (a), the board of directors or, if a quorum cannot be readily convened for a meeting, a majority of the directors present may:
(1) Take any action that the board determines to be practical and necessary to address the circumstances of such emergency condition with respect to a meeting of stockholders of the corporation notwithstanding any provision to the contrary in this code or in the articles of incorporation or bylaws, including, but not limited to:
(A) Postponing any such meeting to a later time or date, with the record date for determining the stockholders entitled to notice of, and to vote at, such meeting applying to the postponed meeting irrespective of K.S.A. 17-6503, and amendments thereto; and
(B) with respect to a corporation subject to the reporting requirements of 15 U.S.C. §§ 78m(a) or 78o(d) and the rules and regulations promulgated thereunder, notifying stockholders of any postponement or a change of the place of the meeting, or a change to hold the meeting solely by means of remote communication, solely by a document publicly filed by the corporation with the securities and exchange commission pursuant to 15 U.S.C. §§ 78m, 78n or 78o(d) and the rules and regulations promulgated thereunder; and
(2) with respect to any dividend that has been declared as to which the record date has not occurred, change each of the record date and payment date to a later date or dates, if the changed payment date is not more than 60 days after the record date as changed. In either case, the corporation must give notice of such change to stockholders as promptly as practicable thereafter, and in any event before the record date then in effect, and such notice, in the case of a corporation subject to the reporting requirements of 15 U.S.C. §§ 78m(a) or 78o(d) and the rules and regulations promulgated thereunder, may be given solely by a document publicly filed with the securities and exchange commission pursuant to 15 U.S.C. §§ 78m, 78n or 78o(d) and the rules and regulations promulgated thereunder. No person shall be liable, and no meeting of stockholders shall be postponed or voided, for the failure to make a stocklist available pursuant to K.S.A. 17-6509, and amendments thereto, if it was not practicable to allow inspection during any such emergency condition.
History: L. 1972, ch. 52, § 10; L. 2016, ch. 110, § 21; L. 2023, ch. 66, § 9; July 1.
(a) Any civil action to interpret, apply, enforce or determine the validity of the provisions of the following may be brought in the district court, except to the extent that a statute confers exclusive jurisdiction on a court, agency or tribunal other than the district court:
(1) The articles of incorporation or bylaws of a corporation;
(2) any instrument, document or agreement:
(A) By which a corporation creates or sells, or offers to create or sell, any of its stock, or any rights or options respecting its stock;
(B) to which a corporation and one or more holders of its stock are parties, and pursuant to which any such holder or holders sell or offer to sell any such stock; or
(C) by which a corporation agrees to sell, lease or exchange any of its property or assets, and such instrument, document or agreement provides that one or more holders of its stock approve of or consent to such sale, lease or exchange;
(3) any written restrictions on the transfer, registration of transfer or ownership of securities under K.S.A. 17-6426, and amendments thereto;
(4) any proxy under K.S.A. 17-6502 or 17-6505, and amendments thereto;
(5) any voting trust or other voting agreement under K.S.A. 17-6508, and amendments thereto;
(6) any agreement, certificate of merger or consolidation or certificate of ownership and merger governed by K.S.A. 17-6701 through 17-6703 or 17-6705 through 17-6708, and amendments thereto;
(7) any certificate of conversion under K.S.A. 17-6713, and amendments thereto; or
(8) any other instrument, document, agreement or certificate required by any provision of this code.
(b) Any civil action to interpret, apply or enforce any provision of this code may be brought in the district court.
History: L. 2016, ch. 110, § 1; L. 2023, ch. 66, § 10; July 1.
(a) The bylaws may provide that if the corporation solicits proxies with respect to an election of directors, it may be required, to the extent and subject to such procedures or conditions as may be provided in the bylaws, to include in its proxy solicitation materials, including any form of proxy it distributes, in addition to individuals nominated by the board of directors, one or more individuals nominated by a stockholder. Such procedures or conditions may include any of the following:
(1) A provision requiring a minimum record or beneficial ownership, or duration of ownership, of shares of the corporation's capital stock, by the nominating stockholder, and defining beneficial ownership to take into account options or other rights in respect of or related to such stock;
(2) a provision requiring the nominating stockholder to submit specified information concerning the stockholder and the stockholder's nominees, including information concerning ownership by such persons of shares of the corporation's capital stock, or options or other rights in respect of or related to such stock;
(3) a provision conditioning eligibility to require inclusion in the corporation's proxy solicitation materials upon the number or proportion of directors nominated by stockholders or whether the stockholder previously sought to require such inclusion;
(4) a provision precluding nominations by any person if such person, any nominee of such person, or any affiliate or associate of such person or nominee, has acquired or publicly proposed to acquire shares constituting a specified percentage of the voting power of the corporation's outstanding voting stock within a specified period before the election of directors;
(5) a provision requiring that the nominating stockholder undertake to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating stockholder in connection with a nomination; and
(6) any other lawful condition.
(b) This section shall be part of and supplemental to article 60 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 2016, ch. 110, § 2; July 1.
(a) The bylaws may provide for the reimbursement by the corporation of expenses incurred by a stockholder in soliciting proxies in connection with an election of directors, subject to such procedures or conditions as the bylaws may prescribe, including:
(1) Conditioning eligibility for reimbursement upon the number or proportion of persons nominated by the stockholder seeking reimbursement or whether such stockholder previously sought reimbursement for similar expenses;
(2) limitations on the amount of reimbursement based upon the proportion of votes cast in favor of one or more of the persons nominated by the stockholder seeking reimbursement, or upon the amount spent by the corporation in soliciting proxies in connection with the election;
(3) limitations concerning elections of directors by cumulative voting pursuant to K.S.A. 17-6504, and amendments thereto; or
(4) any other lawful condition.
(b) No bylaw so adopted shall apply to elections for which any record date precedes its adoption.
(c) This section shall be part of and supplemental to article 60 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 2016, ch. 110, § 3; July 1.
(a) Except as otherwise provided in subsections (b) and (c), the provisions of the Kansas general corporation code shall apply to nonstock corporations in the manner specified in this subsection:
(1) All references to stockholders of the corporation shall be deemed to refer to members of the corporation;
(2) all references to the board of directors of the corporation shall be deemed to refer to the governing body of the corporation;
(3) all references to directors or to members of the board of directors of the corporation shall be deemed to refer to members of the governing body of the corporation; and
(4) all references to stock, capital stock or shares thereof of a corporation authorized to issue capital stock shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.
(b) Subsection (a) shall not apply to:
(1) K.S.A. 17-6002(a)(4), (b)(1) and (b)(2), 17-6009(a), 17-6301, 17-6404, 17-6505, 17-6518, 17-6520(b), 17-6601, 17-6602, 17-6703, 17-6705, 17-6706, 17-6707, 17-6708, 17-6801, 17-6805, 17-6805a, 17-7001, 17-7002, 17-7503(d)(4), 17-7504 and 17-7505(d)(4), and amendments thereto, and K.S.A. 17-6014, and amendments thereto, that apply to nonstock corporations by their terms;
(2) K.S.A. 17-6002(e), the last sentence of 17-6009(b), 17-6401, 17-6402, 17-6403, 17-6405, 17-6406, 17-6407(d), 17-6408, 17-6411, 17-6412, 17-6413, 17-6414, 17-6415, 17-6416, 17-6417, 17-6418, 17-6501, 17-6502, 17-6503, 17-6504, 17-6506, 17-6509, 17-6512, 17-6521, 17-6603, 17-6604, 17-6701, 17-6702, 17-6803 and 17-6804, and amendments thereto, and K.S.A. 17-6427 and 17-72a04, and amendments thereto; and
(3) articles 72 and 73 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
(c) In the case of a nonprofit nonstock corporation, subsection (a) shall not apply to:
(1) The sections and articles listed in subsection (b);
(2) K.S.A. 17-6002(b)(3), 17-6304(a)(2), 17-6507, 17-6508, 17-6712, 17-7503, 17-7505 and 17-7509, and amendments thereto, and K.S.A. 17-6011(a)(2) and (a)(3), and amendments thereto; and
(3) article 64 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, other than K.S.A. 17-6428 and 17-6429, and amendments thereto, and K.S.A. 17-72a01 through 17-72a09, and amendments thereto.
(d) For purposes of the Kansas general corporation code:
(1) A "charitable nonstock corporation" is any nonprofit nonstock corporation that is exempt from taxation under § 501(c)(3) of the federal internal revenue code of 1986, 26 U.S.C. § 501(c)(3);
(2) a "membership interest" is, unless otherwise provided in a nonstock corporation's articles of incorporation, a member's share of the profits and losses of a nonstock corporation or a member's right to receive distributions of the nonstock corporation's assets, or both;
(3) a "nonprofit nonstock corporation" is a nonstock corporation that does not have membership interests; and
(4) a "nonstock corporation" is any corporation organized under the Kansas general corporation code that is not authorized to issue capital stock.
History: L. 2016, ch. 110, § 4; L. 2017, ch. 71, § 10; L. 2021, ch. 61, § 11; L. 2021, ch. 61, § 12; L. 2023, ch. 66, § 11; July 1.
(a) The articles of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this state, and no provision of the articles of incorporation or the bylaws may prohibit bringing such claims in the courts of this state. "Internal corporate claims" means claims, including claims in the right of the corporation: (1) That are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity; or (2) as to which this title* confers jurisdiction upon the district court.
(b) This section shall be part of and supplemental to article 60 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 2016, ch. 110, § 5; July 1.
(a) (1) Except as provided in subsection (b), without limiting the manner in which any act or transaction may be documented or the manner in which a document may be signed or delivered:
(A) Any act or transaction contemplated or governed by this code or the articles of incorporation or bylaws may be provided for in a document. An electronic transmission shall be deemed the equivalent of a written document. "Document" means:
(i) Any tangible medium on which information is inscribed and includes handwritten, typed, printed or similar instruments and copies of such instruments; and
(ii) an electronic transmission.
(B) Whenever this code or the articles of incorporation or bylaws require or permit a signature, the signature may be a manual, facsimile, conformed or electronic signature. "Electronic signature" means an electronic symbol or process that is attached to, or logically associated with, a document and executed or adopted by a person with an intent to execute, authenticate or adopt the document. A person may execute a document with such person's signature.
(C) Unless otherwise agreed between the sender and recipient, and in the case of proxies or consents given by or on behalf of a stockholder, subject to the additional requirements set forth in K.S.A. 17-6502(c)(2) and (c)(3) or 17-6518(d)(1), and amendments thereto, an electronic transmission shall be deemed delivered to a person for purposes of this code and the articles of incorporation and bylaws when such electronic transmission enters an information processing system that the person has designated for the purpose of receiving electronic transmissions of the type delivered if the electronic transmission is in a form capable of being processed by that system and such person is able to retrieve the electronic transmission. Whether a person has designated an information processing system is determined by the articles of incorporation or bylaws or from the context and surrounding circumstances, including the parties' conduct. An electronic transmission is delivered under this section even if no person is aware of such transmission's receipt. Receipt of an electronic acknowledgement from an information processing system establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.
(2) This code shall not prohibit one or more persons from conducting a transaction in accordance with the uniform electronic transactions act, K.S.A. 16-1601 et seq., and amendments thereto, if the part or parts of the transaction that are governed by the code are documented, signed and delivered in accordance with this subsection or otherwise in accordance with the code. This subsection shall apply solely for purposes of determining whether an act or transaction has been documented, signed and delivered in accordance with this code and the articles of incorporation and bylaws.
(b) (1) Subsection (a) shall not apply to:
(A) A document filed with or submitted to the secretary of state, the clerk of a district court or a court or other judicial or governmental body of this state;
(B) a document comprising part of the stock ledger;
(C) a certificate representing a security;
(D) a document referenced as a notice, or waiver of notice, by this code or the articles of incorporation or bylaws and that expressly provides the manner of signing or delivery;
(E) a ballot to vote on actions at a meeting of stockholders; and
(F) an act or transaction effected pursuant to K.S.A. 17-6808a, and amendments thereto, article 71 or 73 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, or the business entity standards treatment act, K.S.A. 17-7901 et seq., and amendments thereto.
(2) The provisions of paragraph (1) shall not create any presumption about the lawful means to document a matter addressed by this subsection or the lawful means to sign or deliver a document addressed by this subsection. No provision of the articles of incorporation or bylaws shall limit the application of subsection (a) except for a provision that expressly restricts or prohibits the use of an electronic transmission or electronic signature, or any form thereof, or expressly restricts or prohibits the delivery of an electronic transmission to an information processing system.
(c) In the event that any provision of this code is deemed to modify, limit or supersede the federal electronic signatures in global and national commerce act, 15 U.S.C. § 7001 et. seq., the provisions of this code shall control to the fullest extent permitted by 15 U.S.C. § 7002(a)(2).
(d) This section shall be a part of and supplemental to article 60 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 2023, ch. 66, § 1; July 1.
(a) In addition to the powers enumerated in K.S.A. 17-6102, and amendments thereto, every corporation, its officers, directors, and stockholders shall possess and may exercise all the powers and privileges granted by this code or by any other law or by its articles of incorporation, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes set forth in its articles of incorporation.
(b) Every corporation shall be governed by the provisions and be subject to the restrictions and liabilities contained in this code.
History: L. 1972, ch. 52, § 11; L. 2016, ch. 110, § 22; July 1.
Every corporation created under this code shall have power to:
(a) Have perpetual succession by its corporate name, unless a limited period of duration is stated in its articles of incorporation;
(b) sue and be sued in all courts and participate, as a party or otherwise, in any judicial, administrative, arbitrative or other proceeding, in its corporate name;
(c) have a corporate seal, which may be altered at pleasure, and use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced;
(d) purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of its property and assets, or any interest therein, wherever situated;
(e) appoint such officers and agents as the business of the corporation requires and to pay or otherwise provide for them suitable compensation;
(f) adopt, amend and repeal bylaws;
(g) wind up and dissolve itself in the manner provided in this code;
(h) conduct its business, carry on its operations and have offices and exercise its powers within or without this state;
(i) make donations for the public welfare or for charitable, scientific or educational purposes, and in time of war or other national emergency in aid thereof;
(j) be an incorporator, promoter or manager of other corporations of any type or kind;
(k) participate with others in any corporation, partnership, limited partnership, joint venture or other association of any kind, or in any transaction, undertaking or arrangement which the participating corporation would have power to conduct by itself, whether or not such participation involves sharing or delegation of control with or to others;
(l) transact any lawful business which the corporation's board of directors shall find to be in aid of governmental authority;
(m) make contracts, including contracts of guaranty and suretyship, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage, pledge or other encumbrance of all or any of its property, franchises and income, and make contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of: (1) A corporation all of the outstanding stock of which is owned, directly or indirectly, by the contracting corporation; (2) a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation; or (3) a corporation all of the outstanding stock of which is owned, directly or indirectly, by a corporation which owns, directly or indirectly, all of the outstanding stock of the contracting corporation, which contracts of guaranty and suretyship shall be deemed to be necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation, and make other contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion or attainment of the business of the contracting corporation;
(n) lend money for its corporate purposes, invest and reinvest its funds and take, hold and deal with real and personal property as security for the payment of funds so loaned or invested;
(o) pay pensions and establish and carry out pension, profit sharing, stock option, stock purchase, stock bonus, retirement, benefit, incentive and compensation plans, trusts and provisions for any or all of its directors, officers, and employees, and for any or all of the directors, officers, and employees of its subsidiaries;
(p) provide insurance for its benefit on the life of any of its directors, officers or employees, or on the life of any stockholder for the purpose of acquiring at such stockholder's death shares of its stock owned by such stockholder; and
(q) renounce, in its articles of incorporation or by action of its board of directors, any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or one or more of its officers, directors or stockholders.
History: L. 1972, ch. 52, § 12; L. 1973, ch. 100, § 3; L. 1988, ch. 99, § 5; Revived and amended, L. 1988, ch. 100, § 5; L. 2004, ch. 143, § 3; L. 2016, ch. 110, § 23; July 1.
Any corporation organized under the laws of this state may guarantee, purchase, take, receive, subscribe for or otherwise acquire; own, hold, use or otherwise employ; sell, lease, exchange, transfer or otherwise dispose of; mortgage, lend, pledge or otherwise deal in and with, bonds and other obligations of, or shares or other securities or interests in, or issued by, any other domestic or foreign corporation, partnership, association, or individual, or by any government or agency or instrumentality thereof. A corporation while owner of any such securities may exercise all the rights, powers and privileges of ownership, including the right to vote.
History: L. 1972, ch. 52, § 13; July 1.
No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:
(a) In a proceeding by a stockholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, such compensation as may be equitable for the loss or damage sustained by any of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;
(b) in a proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through stockholders in a representative suit, against an incumbent or former officer or director of the corporation, for loss or damage due to such incumbent or former officer's or director's unauthorized act; and
(c) in a proceeding by the attorney general to dissolve the corporation, or to enjoin the corporation from the transaction of unauthorized business.
History: L. 1972, ch. 52, § 14; L. 2016, ch. 110, § 24; July 1.
History: L. 1972, ch. 52, § 15; Repealed, L. 1978, ch. 87, § 6; July 1.
(a) No corporation organized under this code shall possess the power of issuing bills, notes or other evidences of debt for circulation as money, or the power of carrying on the business of receiving deposits of money.
(b) Corporations organized under this code to buy, sell and otherwise deal in notes, open accounts and other similar evidences of debt, or to loan money and to take notes, open accounts and other similar evidences of debt as collateral security therefor, shall not be deemed to be engaging in the business of banking.
History: L. 1972, ch. 52, § 16; L. 2016, ch. 110, § 25; July 1.
History: L. 1972, ch. 52, § 17; L. 2004, ch. 143, § 4; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
History: L. 1972, ch. 52, § 18; L. 2004, ch. 143, § 5; L. 2007, ch. 81, § 5; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
History: L. 1972, ch. 52, § 19; L. 1978, ch. 80, § 2; L. 1999, ch. 39, § 8; L. 2000, ch. 39, § 20; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
History: L. 1972, ch. 52, § 20; L. 1978, ch. 80, § 3; L. 1988, ch. 99, § 6; Revived and amended, L. 1988, ch. 100, § 6; L. 1992, ch. 270, § 3; L. 1998, ch. 189, § 10; L. 2000, ch. 39, § 21; L. 2010, ch. 37, § 3; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
History: L. 1972, ch. 52, § 21; L. 1998, ch. 189, § 11; L. 1999, ch. 39, § 9; L. 2000, ch. 39, § 22; L. 2004, ch. 143, § 6; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
History: L. 1972, ch. 52, § 22; L. 1976, ch. 112, § 1; L. 1978, ch. 80, § 4; L. 1998, ch. 189, § 12; L. 2004, ch. 143, § 7; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
(a) The business and affairs of every corporation organized under this code shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this code or in the articles of incorporation. If any such provision is made in the articles of incorporation, the powers and duties conferred or imposed upon the board of directors by this code shall be exercised or performed to such extent and by such person or persons as shall be provided in the articles of incorporation.
(b) The board of directors of a corporation shall consist of one or more members, each of whom shall be a natural person. The number of directors shall be fixed by, or in the manner provided in, the bylaws unless the articles of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the articles. Directors need not be stockholders unless so required by the articles of incorporation or bylaws. The articles of incorporation or bylaws may prescribe other qualifications for directors. Each director shall hold office until such director's successor is elected and qualified or until such director's earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. A majority of the total number of directors shall constitute a quorum for the transaction of business unless the articles of incorporation or bylaws require a greater number. Unless the articles of incorporation provide otherwise, the bylaws may provide that a number less than a majority shall constitute a quorum that in no case shall be less than
1/3 of the total number of directors. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the articles of incorporation or bylaws shall require a vote of a greater number.
(c) (1) All corporations incorporated prior to July 1, 2004, shall be governed by subsection (c)(2), except that any such corporation may by a resolution adopted by a majority of the whole board elect to be governed by subsection (c)(3), in which case subsection (c)(2) shall not apply to such corporation. All corporations incorporated on or after July 1, 2004, shall be governed by subsection (c)(3).
(2) The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not the member or members present constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it, but no such committee shall have the power or authority in reference to:
(A) Amending the articles of incorporation, except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in K.S.A. 17-6401, and amendments thereto, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares 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 or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series;
(B) adopting an agreement of merger or consolidation pursuant to K.S.A. 17-6701 or 17-6702, and amendments thereto, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation; or
(C) unless the resolution, bylaws or articles of incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to K.S.A. 17-6703, and amendments thereto.
(3) The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The bylaws may provide that in the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors, or in the bylaws of the corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it, but no such committee shall have the power or authority in reference to the following matters:
(A) Approving or adopting, or recommending to the stockholders, any action or matter, other than the election or removal of directors, expressly required by this code to be submitted to stockholders for approval; or
(B) adopting, amending or repealing any bylaw of the corporation.
(4) Unless otherwise provided in the articles of incorporation, the bylaws or the resolution of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Except for references to subcommittees of committees in this subsection, every reference in the code to a committee of the board of directors or a member of a committee shall be deemed to include a reference to a subcommittee or member of a subcommittee.
(5) A majority of the directors then serving on a committee of the board of directors or a subcommittee of a committee shall constitute a quorum for the transaction of business by the committee or subcommittee unless the articles of incorporation, the bylaws, a resolution of the board of directors or a resolution of a committee that created the subcommittee requires a greater or lesser number, except that in no case shall a quorum be less than
1/3 of the directors then serving on the committee or subcommittee. The vote of a majority of the members of a committee or subcommittee present at a meeting at which a quorum is present shall be the act of the committee or subcommittee unless the articles of incorporation, the bylaws, a resolution of the board of directors or a resolution of a committee that created the subcommittee requires a greater number.
(d) The directors of any corporation organized under this code may be divided into one, two or three classes by the articles of incorporation or by an initial bylaw, or by a bylaw adopted by a vote of the stockholders; the term of office of those of the first class to expire at the first annual meeting held after such classification becomes effective; of the second class one year thereafter; of the third class two years thereafter; and at each annual election held after such classification becomes effective, directors shall be chosen for a full term, as the case may be, to succeed those whose terms expire. The articles of incorporation or bylaw provision dividing the directors into classes may authorize the board of directors to assign members of the board already in office to such classes at the time such classification becomes effective. The articles of incorporation may confer upon holders of any class or series of stock the right to elect one or more directors who shall serve for such term, and have such voting powers as shall be stated in the articles of incorporation. The terms of office and voting powers of the directors elected separately by the holders of any class or series of stock may be greater than or less than those of any other director or class of directors. In addition, the articles of incorporation may confer upon one or more directors, whether or not elected separately by the holders of any class or series of stock, voting powers greater than or less than those of other directors. Any such provision conferring greater or lesser voting power shall apply to voting in any committee unless otherwise provided in the articles of incorporation or bylaws. If the articles of incorporation provide that one or more directors shall have more or less than one vote per director on any matter, every reference in this code to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.
(e) A member of the board of directors, or a member of any committee designated by the board of directors, shall, in the performance of such member's duties, be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of the corporation's officers or employees, or committees of the board of directors, or by any other person as to matters the member reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.
(f) (1) Unless otherwise restricted by the articles of incorporation or bylaws:
(A) Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission; and
(B) a consent may be documented, signed and delivered in any manner permitted by K.S.A. 17-6016, and amendments thereto.
(2) Any person, whether or not then a director, may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this subsection at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to such effective time. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the board of directors, or the committee thereof, in the same paper or electronic form as the minutes are maintained.
(g) Unless otherwise restricted by the articles of incorporation or bylaws, the board of directors of any corporation organized under this code may hold its meetings, and have an office or offices, outside of this state.
(h) Unless otherwise restricted by the articles of incorporation or bylaws, the board of directors shall have the authority to fix the compensation of directors.
(i) Unless otherwise restricted by the articles of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of such board, or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.
(j) The articles of incorporation of any nonstock corporation may provide that less than
1/3 of the members of the governing body may constitute a quorum thereof and may otherwise provide that the business and affairs of the corporation shall be managed in a manner different from that provided in this section. Except as may be otherwise provided by the articles of incorporation, this section shall apply to such a corporation, and when so applied, all references to:
(1) The board of directors, to members thereof and to stockholders shall be deemed to refer to the governing body of the corporation, the members thereof and the members of the corporation, respectively; and
(2) stock, capital stock or shares thereof shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.
(k) (1) Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows:
(A) Unless the articles of incorporation otherwise provides, in the case of a corporation whose board is classified as provided in subsection (d), stockholders may effect such removal only for cause; or
(B) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director's removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.
(2) Whenever the holders of any class or series are entitled to elect one or more directors by the articles of incorporation, this subsection shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.
History: L. 1972, ch. 52, § 23; L. 1986, ch. 97, § 1; L. 1988, ch. 99, § 7; Revived and amended, L. 1988, ch. 100, § 7; L. 1992, ch. 270, § 4; L. 2004, ch. 143, § 8; L. 2016, ch. 110, § 26; L. 2023, ch. 66, § 12; July 1.
(a) Every corporation organized under this code shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws and as may be necessary to enable it to sign instruments and stock certificates which comply with K.S.A. 17-6408 and K.S.A. 17-7908(a)(2), and amendments thereto. One of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. Any number of offices may be held by the same person unless the articles of incorporation or bylaws otherwise provide.
(b) Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body. Each officer shall hold office until such officer's successor is elected and qualified or until such officer's earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation.
(c) The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.
(d) A failure to elect officers shall not dissolve or otherwise affect the corporation.
(e) Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled as the bylaws provide. In the absence of such provision, the vacancy shall be filled by the board of directors or other governing body.
History: L. 1972, ch. 52, § 24; L. 1988, ch. 99, § 8; Revived and amended, L. 1988, ch. 100, § 8; L. 1992, ch. 270, § 5; L. 2004, ch. 143, § 9; L. 2016, ch. 110, § 27; July 1.
Any corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of any corporation at common law or under any statute.
History: L. 1972, ch. 52, § 25; July 1.
(a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, if:
(1) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum;
(2) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
(3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee or the stockholders.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
History: L. 1972, ch. 52, § 26; L. 2016, ch. 110, § 28; July 1.
(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorney fees, actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the district court or the court where such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the district court or such other court shall deem proper.
(c) (1) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorney fees, actually and reasonably incurred by such person in connection with such defense. For indemnification with respect to any act or omission occurring after June 30, 2023, references to "officer" for purposes of this subsection shall mean only an officer of the corporation who:
(A) Is or was the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer of the corporation; or
(B) is or was identified in the corporation's public filings with the United States securities and exchange commission because such person is or was one of the most highly compensated executive officers of the corporation.
(2) The corporation may indemnify any other person who is not a present or former director or officer of the corporation against expenses, including attorney fees, actually and reasonably incurred by such person to the extent such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) or in defense of any claim, issue or matter therein.
(d) Any indemnification under subsections (a) and (b), unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination:
(1) By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum;
(2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum;
(3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or
(4) by the stockholders.
(e) Expenses, including attorney fees, incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses, including attorney fees, incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the articles of incorporation or bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.
(h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation, including any constituent of a constituent, absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation that imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(k) The district court is hereby vested with jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The district court may summarily determine a corporation's obligation to advance expenses, including attorney fees.
History: L. 1972, ch. 52, § 27; L. 1986, ch. 97, § 2; L. 1987, ch. 88, § 2; L. 2004, ch. 143, § 10; L. 2010, ch. 23, § 1; L. 2016, ch. 110, § 29; L. 2023, ch. 66, § 13; July 1.
A corporation may agree to submit a matter to a vote of its stockholders whether or not the board of directors determines at any time subsequent to approving such matter that such matter is no longer advisable and recommends that the stockholders reject or vote against the matter.
History: L. 2004, ch. 143, § 11; January 1, 2005.
(a) Every corporation may issue one or more classes of stock or one or more series of stock within any class thereof, any or all of which classes may be of stock with par value or stock without par value and which classes or series may have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the articles of incorporation or of any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by the articles of incorporation. Any of the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of any such class or series of stock may be made dependent upon facts ascertainable outside the articles of incorporation or of any amendment thereto, or outside the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by the articles of incorporation, if the manner in which such facts shall operate upon the voting powers, designations, preferences, rights and qualifications, 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. "Facts," as used in this subsection, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation. The power to increase or decrease or otherwise adjust the capital stock as provided in this code shall apply to all or any such classes of stock.
(b) (1) Any stock of any class or series may be made subject to redemption by the corporation at its option or at the option of the holders of such stock or upon the happening of a specified event. Immediately following any such redemption the corporation shall have outstanding one or more shares of one or more classes or series of stock and such share, or shares together, shall have full voting powers. Notwithstanding such limitation:
(A) Any stock of a regulated investment company registered under the investment company act of 1940, 15 U.S.C. §§ 80a-1 et seq. may be made subject to redemption by the corporation at its option or at the option of the holders of such stock; and
(B) any stock of a corporation that 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 and such 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.
(2) Any stock that 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 incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors as provided in this section, 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 noncumulative 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 provided in this code.
(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.
(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.
(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 summarized on the face or back of the certificate that the corporation shall issue to represent certificated shares of such class or series of stock. Except 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 that the corporation issues to represent such class or series of stock, 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. Within a reasonable time after the issuance or transfer of uncertificated stock the registered owner thereof shall be given a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to this section or K.S.A. 17-6406, 17-6426(a), 17-6508(a) or 17-72a04, 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 provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing 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 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 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 in accordance with K.S.A. 17-7908, and amendments thereto, filed in accordance with K.S.A. 17-7910, and amendments thereto, and shall become effective in accordance with K.S.A. 17-7911, 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 increased, but not above the total number of authorized shares of the class, or decreased, but not below the number of shares thereof then outstanding, by a certificate likewise executed and filed setting forth a statement that a specified increase or decrease 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 specified in the certificate shall resume the status that they had prior to the adoption of the first resolution or resolutions. When no shares 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, subject to the certificate of designations previously filed with respect to such class or series, may be executed in accordance with K.S.A. 17-7908, and amendments thereto, and filed in accordance with K.S.A. 17-7910, and amendments thereto. When such certificate becomes effective, it shall have the effect of eliminating from the articles of incorporation all matters set forth in the certificate of designations with respect 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 that states that no shares of the class or series have been issued, sets forth a copy of the resolution or resolutions and, if the designation of the class or series is being changed, indicates the original designation and the new designation shall be executed in accordance with K.S.A. 17-7908, and amendments thereto, filed in accordance with K.S.A. 17-7910, and amendments thereto, and shall become effective in accordance with K.S.A. 17-7911, and amendments thereto. When any certificate filed under this subsection becomes effective, it shall have the effect of amending the articles of incorporation, except that neither the filing of such certificate nor the filing of restated articles of incorporation pursuant to K.S.A. 17-6605, and amendments thereto, shall prohibit the board of directors from subsequently adopting such resolutions as authorized by this subsection.
History: L. 1972, ch. 52, § 28; L. 1986, ch. 399, § 2; L. 1988, ch. 99, § 9; Revived and amended, L. 1988, ch. 100, § 9; L. 1992, ch. 270, § 6; L. 1993, ch. 163, § 1; L. 1999, ch. 39, § 10; L. 2000, ch. 39, § 23; L. 2004, ch. 143, § 12; L. 2016, ch. 110, § 30; L. 2023, ch. 66, § 14; July 1.
The consideration, as determined pursuant to K.S.A. 17-6403(a) and (b), and amendments thereto, for subscriptions to, or the purchase of, the capital stock to be issued by a corporation shall be paid in such form and in such manner as the board of directors shall determine. The board of directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. The resolution authorizing the issuance of capital stock may provide that any stock to be issued pursuant to such resolution may be issued in one or more transactions in such numbers and at such times as are set forth in or determined by or in the manner set forth in the resolution, which may include a determination or action by any person or body, including the corporation, provided the resolution fixes a maximum number of shares that may be issued pursuant to such resolution, a time period during which such shares may be issued and a minimum amount of consideration for which such shares may be issued. The board of directors may determine the amount of consideration for which shares may be issued by setting a minimum amount of consideration or approving a formula by which the amount or minimum amount of consideration is determined. The formula may include or be made dependent upon facts ascertainable outside the formula, provided the manner in which such facts shall operate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration shall be conclusive. The capital stock so issued shall be deemed to be fully paid and nonassessable stock upon receipt by the corporation of such consideration, except that nothing contained herein shall prevent the board of directors from issuing partly paid shares under K.S.A. 17-6406, and amendments thereto.
History: L. 1972, ch. 52, § 29; L. 1988, ch. 99, § 10; Revived and amended, L. 1988, ch. 100, § 10; L. 2004, ch. 143, § 13; L. 2016, ch. 110, § 31; July 1.
(a) Shares of stock with par value may be issued for such consideration, having a value not less than the par value thereof, as is determined from time to time by the board of directors, or by the stockholders if the articles of incorporation so provide.
(b) Shares of stock without par value may be issued for such consideration as is determined from time to time by the board of directors, or by the stockholders if the articles of incorporation so provide.
(c) Treasury shares may be disposed of by the corporation for such consideration as may be determined from time to time by the board of directors, or by the stockholders if the articles of incorporation so provide.
(d) If the articles of incorporation reserve to the stockholders the right to determine the consideration for the issue of any shares, the stockholders shall do so by a vote of a majority of the outstanding stock entitled to vote thereon, unless the articles require a greater vote.
History: L. 1972, ch. 52, § 30; July 1.
Any corporation, by resolution of its board of directors, may determine that only a part of the consideration which shall be received by the corporation for any of the shares of its capital stock which it shall issue from time to time shall be capital; but, in the event that any of the shares issued shall be shares having a par value, the amount of the part of such consideration so determined to be capital shall be in excess of the aggregate par value of the shares issued for such consideration having a par value, unless all the shares issued shall be shares having a par value, in which case the amount of the part of such consideration so determined to be capital need be only equal to the aggregate par value of such shares. In each such case, the board of directors shall specify in dollars the part of such consideration which shall be capital. If the board of directors shall not have determined what part of the consideration for such shares shall be capital: (a) At the time of issue of any shares of the capital stock of the corporation issued for cash; or (b) within 60 days after the issue of any shares of the capital stock of the corporation issued for property other than cash, the capital of the corporation in respect of such shares shall be an amount equal to the aggregate par value of such shares having a par value, plus the amount of the consideration for such shares without par value. The amount of the consideration so determined to be capital in respect of any shares without par value shall be the stated capital of such shares. The capital of the corporation may be increased from time to time by resolution of the board of directors, directing that a portion of the net assets of the corporation in excess of the amount so determined to be capital be transferred to the capital account. The board of directors may direct that the portion of such net assets so transferred shall be treated as capital in respect of any shares of the corporation of any designated class or classes. At any given time, the excess, if any, of the net assets of the corporation over the amount so determined to be capital shall be surplus. Net assets means the amount by which total assets exceed total liabilities, but capital and surplus are not liabilities for this purpose. Notwithstanding anything in this section to the contrary, for purposes of this section and K.S.A. 17-6410 and 17-6420, and amendments thereto, the capital of any nonstock corporation shall be deemed to be zero.
History: L. 1972, ch. 52, § 31; L. 1988, ch. 99, § 11; Revived and amended, L. 1988, ch. 100, § 11; L. 2016, ch. 110, § 32; July 1.
A corporation may issue, but shall not be required to issue, fractions of a share. If it does not issue fractions of a share, it shall: (a) Arrange for the disposition of fractional interests by those entitled thereto; (b) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or (c) issue scrip or warrants in registered form, either represented by a certificate or uncertificated, or in bearer form, represented by a certificate, which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation, but scrip or warrants shall not so entitle the holder thereof, unless otherwise provided therein. The board of directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing full shares or for uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the board of directors may impose.
History: L. 1972, ch. 52, § 32; L. 1986, ch. 399, § 3; L. 2016, ch. 110, § 33; July 1.
Any corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid certificated shares, or upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.
History: L. 1972, ch. 52, § 33; L. 1986, ch. 399, § 4; L. 1988, ch. 99, § 12; Revived and amended, L. 1988, ch. 100, § 12; May 5.
(a) Subject to any provisions in the articles of incorporation, every corporation may create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the corporation, rights or options entitling the holders thereof to acquire from the corporation any shares of its capital stock of any class or classes, such rights or options to be evidenced by or in such instrument or instruments as shall be approved by the board of directors.
(b) The terms upon which, including the time or times, which may be limited or unlimited in duration, at or within which, and the consideration, including a formula by which such consideration may be determined, for which any such shares may be acquired from the corporation upon the exercise of any such right or option, shall be such as shall be stated in the articles of incorporation, or in a resolution adopted by the board of directors providing for the creation and issue of such rights or options, and, in every case, shall be set forth or incorporated by reference in the instrument or instruments evidencing such rights or options. A formula by which such consideration may be determined may include or be made dependent upon facts ascertainable outside the formula, provided the manner in which such facts shall operate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the consideration for the issuance of such rights or options and the sufficiency thereof shall be conclusive.
(c) The board of directors, by resolution adopted by the board, may authorize one or more officers of the corporation to do one or both of the following: (1) Designate officers and employees of the corporation or any of its subsidiaries to be recipients of such rights or options created by the corporation; and (2) determine the number of such rights or options to be received by such officers and employees. The resolution so authorizing such officer or officers shall specify the total number of rights or options such officer or officers may award. The board of directors may not authorize an officer to designate the officer's self as a recipient of any such rights or options.
(d) In the event that the shares of stock of the corporation to be issued upon the exercise of such rights or options shall be shares having a par value, the consideration so to be received therefor shall not be less than the par value thereof. In case the shares of stock so to be issued shall be shares of stock without par value, the consideration therefor shall be determined in the manner provided in K.S.A. 17-6403, and amendments thereto.
History: L. 1972, ch. 52, § 34; L. 2004, ch. 143, § 14; L. 2016, ch. 110, § 34; July 1.
The shares of a corporation shall be represented by certificates, except that the board of directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of, the corporation by any two authorized officers of the corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In the event that any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the corporation with the same effect as if the person were such officer, transfer agent or registrar at the date of issue. A corporation shall not have power to issue a certificate in bearer form.
History: L. 1972, ch. 52, § 35; L. 1986, ch. 97, § 3; L. 1986, ch. 399, § 5; L. 1988, ch. 99, § 13; Revived and amended, L. 1988, ch. 100, § 13; L. 2004, ch. 143, § 15; L. 2016, ch. 110, § 35; L. 2023, ch. 66, § 15; July 1.
The shares of stock in every corporation shall be deemed personal property and transferable as provided in the acts contained in article 8 of chapter 84 of the Kansas Statutes Annotated, and amendments thereto. No stock or bonds issued by any corporation organized under this code shall be taxed by this state when the same shall be owned by nonresidents of this state, or by foreign corporations. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the corporation to do so.
History: L. 1972, ch. 52, § 36; L. 1986, ch. 399, § 6; L. 1988, ch. 99, § 14; Revived and amended, L. 1988, ch. 100, § 14; L. 2016, ch. 110, § 36; July 1.
(a) Every corporation may purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use and otherwise deal in and with its own shares. No corporation shall:
(1) Purchase or redeem its own shares of capital stock for cash or other property when the capital of the corporation is impaired or when such purchase or redemption would cause any impairment of the capital of the corporation, except that a corporation other than a nonstock corporation may purchase or redeem out of capital any of its own shares that are entitled upon any distribution of its assets, whether by dividend or in liquidation, to a preference over another class or series of its stock, or, if no shares entitled to such a preference are outstanding, any of its own shares, if such shares will be retired upon their acquisition and the capital of the corporation reduced in accordance with K.S.A. 17-6603 and 17-6604, and amendments thereto. Nothing in this subsection shall invalidate or otherwise affect a note, debenture or other obligation of a corporation given by it as consideration for its acquisition by purchase, redemption or exchange of its shares of stock if at the time such note, debenture or obligation was delivered by the corporation its capital was not then impaired or did not thereby become impaired;
(2) purchase, for more than the price at which they may then be redeemed, any of its shares that are redeemable at the option of the corporation; or
(3) (A) in the case of a corporation other than a nonstock corporation, redeem any of its shares unless their redemption is authorized by K.S.A. 17-6401(b), and amendments thereto, and then only in accordance with such section and the articles of incorporation; or
(B) in the case of a nonstock corporation, redeem any of its membership interests unless their redemption is authorized by the articles of incorporation and then only in accordance with the articles of incorporation.
(b) Nothing in this section limits or affects a corporation's right to resell any of its shares previously purchased or redeemed out of surplus and that have not been retired, for such consideration as shall be fixed by the board of directors.
(c) (1) Shares of a corporation's capital stock shall neither be entitled to vote nor be counted for quorum purposes if such shares belong to:
(A) The corporation;
(B) another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation; or
(C) any other entity, if a majority of the voting power of such other entity is held, directly or indirectly, by the corporation or if such other entity is otherwise controlled, directly or indirectly, by the corporation.
(2) Nothing in this section shall be construed as limiting the right of any corporation to vote stock, including, but not limited to, its own stock, held by it in a fiduciary capacity.
(d) Shares that have been called for redemption shall not be deemed to be outstanding shares for the purpose of voting or determining the total number of shares entitled to vote on any matter on and after the date when notice of redemption has been sent to holders thereof and a sum sufficient to redeem such shares has been irrevocably deposited or set aside to pay the redemption price to the holders of the shares upon surrender of certificates therefor.
History: L. 1972, ch. 52, § 37; L. 1988, ch. 99, § 15; Revived and amended, L. 1988, ch. 100, § 15; L. 2004, ch. 143, § 16; L. 2016, ch. 110, § 37; L. 2023, ch. 66, § 16; July 1.
At any time and from time to time, if all of the shares of capital stock which the corporation is authorized by its articles of incorporation to issue have not been issued, subscribed for or otherwise committed to be issued, the directors may issue or take subscriptions for additional shares of its capital stock up to the amount authorized in its articles of incorporation.
History: L. 1972, ch. 52, § 38; July 1.
(a) When the whole of the consideration payable for shares of a corporation has not been paid in, and the assets shall be insufficient to satisfy the claims of its creditors, each holder of or subscriber for such shares shall be bound to pay on each share held or subscribed for by such holder or subscriber the sum necessary to complete the amount of the unpaid balance of the consideration for which such shares were issued or are to be issued by the corporation.
(b) The amounts which shall be payable as provided in subsection (a) may be recovered as provided in K.S.A. 17-7101, and amendments thereto, after a writ of execution against the corporation has been returned unsatisfied as provided in such section.
(c) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable for any unpaid portion of such consideration, but the transferor shall remain liable therefor.
(d) No person holding shares in any corporation as collateral security shall be personally liable as a stockholder, but the person pledging such shares shall be considered the holder thereof and shall be so liable. No executor, administrator, guardian, trustee or other fiduciary shall be personally liable as a stockholder, but the estate or funds held by such executor, administrator, guardian, trustee or other fiduciary in such fiduciary capacity shall be so liable.
(e) No liability under this section or under K.S.A. 17-7101, and amendments thereto, shall be asserted more than six years after the date of issuance of the stock or the date of the subscription upon which the assessment is sought.
(f) In any action by a receiver or trustee of an insolvent corporation or by a judgment creditor to obtain an assessment under this section, any stockholder or subscriber for stock of the insolvent corporation may appear and contest the claim or claims of such receiver or trustee.
History: L. 1972, ch. 52, § 39; L. 2004, ch. 143, § 17; L. 2016, ch. 110, § 38; July 1.
The capital stock of a corporation shall be paid for in such amounts and at such times as the directors may require. From time to time, the directors may demand payment, in respect of each share of stock not fully paid, of such sum of money as the necessities of the business may require, in the judgment of the board of directors, not exceeding in the whole the balance remaining unpaid on said stock, and such sum so demanded shall be paid to the corporation at such times and by such installments as the directors shall direct. The directors shall give notice of the time and place of such payments to each holder of or subscriber for stock that is not fully paid at such holder's or subscriber's last known postal address and such notice shall be given at least 30 days before the time for such payment.
History: L. 1972, ch. 52, § 40; L. 2016, ch. 110, § 39; L. 2023, ch. 66, § 17; July 1.
When any stockholder fails to pay any installment or call upon such stockholder's stock which may have been properly demanded by the directors, at the time when such payment is due, the directors may collect the amount of any such installment or call, or any balance thereof remaining unpaid, from such stockholder by an action at law, or they shall sell at public sale such part of the shares of such delinquent stockholder as will pay all demands then due from such stockholder with interest and all incidental expenses, and shall transfer the shares so sold to the purchaser, who shall be entitled to a certificate therefor. Notice of the time and place of such sale and of the sum due on each share shall be given at least one week before the sale by advertisement in a newspaper having general circulation in the county of this state where such corporation's registered office is located, and such notice shall be mailed by the corporation to such delinquent stockholder at such stockholder's last known post office address, at least 20 days before such sale. If no bidder can be had to pay the amount due on the stock, and if the amount is not collected by an action at law, which may be brought within the county where the corporation has its registered office, within one year from the date of the bringing of such action at law, such stock and the amount previously paid in by the delinquent stockholder on the stock shall be forfeited to the corporation.
History: L. 1972, ch. 52, § 41; L. 1986, ch. 399, § 7; L. 2016, ch. 110, § 40; July 1.
Unless otherwise provided by the terms of the subscription, a subscription for stock of a corporation to be formed shall be irrevocable, except with the consent of all other subscribers or the corporation, for a period of six months from its date.
History: L. 1972, ch. 52, § 42; L. 2016, ch. 110, § 41; July 1.
A subscription for stock of a corporation, whether made before or after the formation of a corporation, shall not be enforceable against a subscriber, unless in writing and signed by the subscriber or by such subscriber's agent.
History: L. 1972, ch. 52, § 43; L. 2016, ch. 110, § 42; July 1.
A corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the allegedly lost, stolen or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
History: L. 1972, ch. 52, § 44; L. 1988, ch. 99, § 16; Revived and amended, L. 1988, ch. 100, § 16; L. 2004, ch. 143, § 18; January 1, 2005.
(a) If a corporation refuses to issue new uncertificated shares or a new certificate of stock in place of a certificate theretofore issued by it, or by any corporation of which it is the lawful successor, which certificate is alleged to have been lost, stolen or destroyed, the owner of the lost, stolen or destroyed certificate or the owner's legal representative, may commence an action in district court for an order requiring the corporation to show cause why it should not issue new uncertificated shares or a new certificate of stock in place of the certificate so lost, stolen or destroyed. The petition in such action shall state the name of the corporation, the number and date of the certificate, if known or ascertainable by the plaintiff, the number of shares of stock represented thereby and to whom issued, and a statement of the circumstances attending such loss, theft or destruction. Thereupon the court shall make an order requiring the corporation to show cause at a time and place therein designated, why it should not issue new uncertificated shares or a new certificate of stock in place of the one described in the complaint. A copy of the complaint and order shall be served upon the corporation at least five days before the time designated in the order.
(b) If, upon hearing, the court is satisfied that the plaintiff is the lawful owner of the number of shares of capital stock, or any part thereof, described in the petition, and that the certificate therefor has been lost, stolen or destroyed, and no sufficient cause has been shown why new uncertificated shares or a new certificate should not be issued in place thereof, it shall enter an order requiring the corporation to issue and deliver to the plaintiff new uncertificated shares or a new certificate for such shares. In its order the court shall direct that, prior to the issuance and delivery to the plaintiff of such new uncertificated shares or a new certificate, the plaintiff give the corporation a bond in such form and with such security as to the court appears sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new uncertificated shares or new certificate. No corporation which has issued uncertificated shares or a certificate pursuant to an order of the court entered hereunder shall be liable in an amount in excess of the amount specified in such bond.
History: L. 1972, ch. 52, § 45; L. 1988, ch. 99, § 17; Revived and amended, L. 1988, ch. 100, § 17; L. 1992, ch. 270, § 7; L. 2004, ch. 143, § 19; January 1, 2005.
For all purposes of title, action, attachment, garnishment and jurisdiction of all courts held in this state, but not for the purpose of taxation, the situs of the ownership of the capital stock of all corporations existing under the laws of this state, whether organized under this act or otherwise, shall be regarded as in this state.
History: L. 1972, ch. 52, § 46; July 1.
(a) The directors of every corporation, subject to any restrictions contained in its articles of incorporation, may declare and pay dividends upon the shares of its capital stock either: (1) Out of its surplus, as defined in and computed in accordance with K.S.A. 17-6404 and 17-6604, and amendments thereto; or (2) in case there shall be no such surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year, or both. If the capital of the corporation, computed in accordance with K.S.A. 17-6404 and 17-6604, and amendments thereto, shall have been diminished by depreciation in the value of its property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, the directors of such corporation shall not declare and pay out of such net profits any dividends upon any shares of any classes of its capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired. Nothing in this subsection shall invalidate or otherwise affect a note, debenture or other obligation of the corporation paid by it as a dividend on shares of its stock, or any payment made thereon, if at the time such note, debenture or obligation was delivered by the corporation, the corporation had either surplus or net profits as provided in paragraph (1) or (2) from which the dividend could lawfully have been paid.
(b) Subject to any restrictions contained in its articles of incorporation, the directors of any corporation engaged in the exploitation of wasting assets, including but not limited to a corporation engaged in the exploitation of natural resources or other wasting assets, including patents, or engaged primarily in the liquidation of specific assets, may determine the net profits derived from the exploitation of such wasting assets or the net proceeds derived from such liquidation without taking into consideration the depletion of such assets resulting from lapse of time, consumption, liquidation or exploitation of such assets.
History: L. 1972, ch. 52, § 47; L. 1988, ch. 99, § 18; Revived and amended, L. 1988, ch. 100, § 18; L. 2004, ch. 143, § 20; L. 2016, ch. 110, § 43; July 1.
The directors of a corporation may set apart out of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.
History: L. 1972, ch. 52, § 48; July 1.
A member of the board of directors, or a member of any committee designated by the board of directors, shall be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports or statements presented to the corporation by any of its officers or employees, or committees of the board of directors, or by any other person as to matters the director reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation, as to the value and amount of the assets, liabilities or net profits of the corporation or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid, or with which the corporation's stock might properly be purchased or redeemed.
History: L. 1972, ch. 52, § 49; L. 1988, ch. 99, § 19; Revived and amended, L. 1988, ch. 100, § 19; L. 1992, ch. 270, § 8; L. 2004, ch. 143, § 21; L. 2016, ch. 110, § 44; July 1.
No corporation shall pay dividends except in accordance with this act. Dividends may be paid in cash, in property or in shares of the corporation's capital stock. If the dividend is to be paid in shares of the corporation's theretofore unissued capital stock, the board of directors shall, by resolution, direct that there be designated as capital in respect of such shares an amount which is not less than the aggregate par value of par value shares being declared as a dividend and, in the case of shares without par value being declared as a dividend, such amount as shall be determined by the board of directors. No such designation as capital shall be necessary if shares are being distributed by a corporation pursuant to a split-up or division of its stock rather than as payment of a dividend declared payable in stock of the corporation.
History: L. 1972, ch. 52, § 50; L. 1988, ch. 99, § 20; Revived and amended, L. 1988, ch. 100, § 20; L. 1992, ch. 270, § 9; L. 2004, ch. 143, § 22; January 1, 2005.
(a) In case of any willful or negligent violation of the provisions of K.S.A. 17-6410 or 17-6423, and amendments thereto, the directors under whose administration the same may happen shall be jointly and severally liable, at any time within three years after paying such unlawful dividend or after such unlawful stock purchase or redemption, to the corporation, and to its creditors in the event of its dissolution or insolvency, to the full amount of the dividend unlawfully paid, or to the full amount unlawfully paid for the purchase or redemption of the corporation's stock, with interest from the time such liability accrued. Any director who may have been absent when the same was done, or who may have dissented from the act or resolution by which the same was done, may be exonerated from such liability by causing such director's dissent to be entered on the books containing the minutes of the proceedings of the directors at the time the same was done, or immediately after such director has notice of the same.
(b) Any director against whom a claim is successfully asserted under this section shall be entitled to contribution from the other directors who voted for or concurred in the unlawful dividend, stock purchase or stock redemption.
(c) Any director against whom a claim is successfully asserted under this section shall be entitled, to the extent of the amount paid by such director as a result of such claim, to be subrogated to the rights of the corporation against stockholders who received the dividend on, or assets for the sale or redemption of, their stock with knowledge of facts indicating that such dividend, stock purchase or redemption was unlawful under this act, in proportion to the amounts received by such stockholders respectively.
History: L. 1972, ch. 52, § 51; L. 2004, ch. 143, § 23; January 1, 2005.
Except as otherwise provided in this code, the transfer of stock and the certificates of stock which represent the stock or uncertificated stock shall be governed by article 8 of the uniform commercial code, as set forth in article 8 of chapter 84 of the Kansas Statutes Annotated, and amendments thereto. To the extent that any provision of this code is inconsistent with any provision of such article, this code shall be controlling.
History: L. 1972, ch. 52, § 52; L. 1986, ch. 399, § 8; L. 2004, ch. 143, § 24; L. 2016, ch. 110, § 45; July 1.
(a) A written restriction or restrictions on the transfer or registration of transfer of a security of a corporation, or on the amount of the corporation's securities that may be owned by any person or group of persons, if permitted by this section and noted conspicuously on the certificate or certificates representing the security or securities so restricted, or, in the case of uncertificated shares, contained in the notice or notices given pursuant to K.S.A. 17-6401(f), and amendments thereto, may be enforced against the holder of the restricted security or securities or any successor or transferee of the holder, including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless noted conspicuously on the certificate or certificates representing the security or securities so restricted, or, in the case of uncertificated shares, contained in the notice or notices given pursuant to K.S.A. 17-6401(f), and amendments thereto, a restriction, even though permitted by this section, is ineffective except against a person with actual knowledge of the restriction.
(b) A restriction on the transfer or registration of transfer of securities of a corporation, or on the amount of a corporation's securities that may be owned by any person or group of persons, may be imposed by the articles of incorporation or by the bylaws or by an agreement among any number of security holders or among such holders and the corporation. No restriction so imposed shall be binding with respect to securities issued prior to the adoption of the restriction unless the holders of the securities are parties to an agreement or voted in favor of the restriction.
(c) A restriction on the transfer or registration of transfer of securities of a corporation or on the amount of such securities that may be owned by any person or group of persons is permitted by this section if it:
(1) Obligates the holder of the restricted securities to offer to the corporation or to any other holders of securities of the corporation or to any other person or to any combination thereof, a prior opportunity, to be exercised within a reasonable time, to acquire the restricted securities;
(2) obligates the corporation or any holder of securities of the corporation or any other person or any combination thereof, to purchase the securities that are the subject of an agreement respecting the purchase and sale of the restricted securities;
(3) requires the corporation or the holders of any class or series of securities of the corporation to consent to any proposed transfer of the restricted securities or to approve the proposed transferee of the restricted securities, or to approve the amount of securities of the corporation that may be owned by any person or group of persons;
(4) obligates the holder of the restricted securities to sell or transfer an amount of restricted securities to the corporation or to any other holders of securities of the corporation or to any other person or to any combination thereof, or causes or results in the automatic sale or transfer of an amount of restricted securities to the corporation or to any other holders of securities of the corporation or to any other person or to any combination thereof; or
(5) prohibits or restricts the transfer of the restricted securities to, or the ownership of restricted securities by, designated persons or classes of persons or groups of persons, and such designation is not manifestly unreasonable.
(d) Any restriction on the transfer or the registration of transfer of the securities of a corporation, or on the amount of securities of a corporation that may be owned by a person or group of persons, for any of the following purposes shall be conclusively presumed to be for a reasonable purpose:
(1) Maintaining any local, state, federal or foreign tax advantage to the corporation or its stockholders, including without limitation:
(A) Maintaining the corporation's status as an electing small business corporation under subchapter S of the United States internal revenue code, 26 U.S.C. § 1371 et seq.;
(B) maintaining or preserving any tax attribute, including without limitation net operating losses; or
(C) qualifying or maintaining the qualification of the corporation as a real estate investment trust pursuant to the United States internal revenue code or regulations adopted pursuant to the United States internal revenue code; or
(2) maintaining any statutory or regulatory advantage or complying with any statutory or regulatory requirements under applicable local, state, federal or foreign law.
(e) Any other lawful restriction on transfer or registration of transfer of securities, or on the amount of securities that may be owned by any person or group of persons, is permitted by this section.
History: L. 1972, ch. 52, § 53; L. 1988, ch. 99, § 21; Revived and amended, L. 1988, ch. 100, § 21; L. 2004, ch. 143, § 25; L. 2016, ch. 110, § 46; L. 2023, ch. 66, § 18; July 1.
(a) Notwithstanding any other provisions of this chapter, a corporation shall not engage in any business combination with any interested stockholder for a period of three years following the time that such stockholder became an interested stockholder, unless:
(1) Prior to such time the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
(2) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned:
(A) By persons who are directors and also officers; and
(B) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
(3) at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66
2/3% of the outstanding voting stock that is not owned by the interested stockholder.
(b) The restrictions contained in this section shall not apply if:
(1) The corporation's original articles of incorporation contain a provision expressly electing not to be governed by this section or the Kansas business combinations with interested shareholders act;
(2) the corporation, by action of its board of directors, adopts an amendment to its bylaws on or before July 1, 1990, expressly electing not to be governed by this section or the Kansas business combinations with interested shareholders act, which amendment shall not be further amended by the board of directors;
(3) the corporation, by action of its stockholders, adopts an amendment to its articles of incorporation or bylaws expressly electing not to be governed by this section, except that, in addition to any other vote required by law, such amendment to the articles of incorporation or bylaws must be adopted by the affirmative vote of a majority of the outstanding stock entitled to vote thereon.
(A) In the case of a corporation that both has never had a class of voting stock that falls within any of the two categories set out in subsection (b)(4) and has not elected by a provision in its original articles of incorporation, or any amendment thereto, to be governed by this section, such amendment shall become effective upon:
(i) In the case of an amendment to the articles of incorporation, the date and time when the filed amendment shall become effective in accordance with K.S.A. 17-7911, and amendments thereto; or
(ii) in the case of an amendment to the bylaws, the date of adoption of such amendment.
(B) (i) In all other cases, an amendment adopted pursuant to this paragraph shallbecome effective:
(a) In the case of an amendment to the articles of incorporation, 12 months after the date and time when the filed amendment shall become effective in accordance with K.S.A. 17-7911, and amendments thereto; or
(b) in the case of an amendment to the bylaws, 12 months after the date of the adoption of such amendment; and
(ii) in either case, the election not to be governed by this section shall not apply to any business combination between such corporation and any person who became an interested stockholder of such corporation on or before:
(a) In the case of an amendment to the articles of incorporation, the date and time when the filed amendment shall become effective in accordance with K.S.A. 17-7911, and amendments thereto; or
(b) in the case of an amendment to the bylaws, the date of the adoption of such amendment.
(C) A bylaw amendment adopted pursuant to this paragraph shall not be further amended by the board of directors;
(4) the corporation does not have a class of voting stock that is:
(A) Listed on a national securities exchange; or
(B) held of record by more than 2,000 stockholders, unless any of the foregoing results from action taken, directly or indirectly, by an interested stockholder or from a transaction in which a person becomes an interested stockholder;
(5) a stockholder becomes an interested stockholder inadvertently and:
(A) As soon as practicable divests itself of ownership of sufficient shares so that the stockholder ceases to be an interested stockholder; and
(B) would not, at any time within the three-year period immediately prior to a business combination between the corporation and such stockholder, have been an interested stockholder but for the inadvertent acquisition of ownership;
(6) (A) the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public announcement or the notice required by this subsection of a proposed transaction that:
(i) Constitutes one of the transactions described in subparagraph (B);
(ii) is with or by a person who either was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of the corporation's board of directors or during the period described in paragraph (7); and
(iii) is approved or not opposed by a majority of the members of the board of directors then in office, but not less than one, who were directors prior to any person becoming an interested stockholder during the previous three years or were recommended for election or elected to succeed such directors by a majority of such directors.
(B) The proposed transactions referred to in subsection (b)(6)(A) are limited to:
(i) A merger or consolidation of the corporation, except for a merger in respect of which, pursuant to K.S.A. 17-6701(f), and amendments thereto, no vote of the stockholders of the corporation is required;
(ii) a sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, whether as part of a dissolution or otherwise, of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation, other than to any direct or indirect wholly-owned subsidiary or to the corporation, having an aggregate market value equal to 50% or more of either that aggregate market value of all of the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation; or
(iii) a proposed tender or exchange offer for 50% or more of the outstanding voting stock of the corporation. The corporation shall give not less than 20 days' notice to all interested stockholders prior to the consummation of any of the transactions described in subparagraph (B)(i) or (ii); or
(7) the business combination is with an interested stockholder who became an interested stockholder at a time when the restrictions contained in this section did not apply by reason of any of subsections (b)(1) through (b)(4), except that this paragraph shall not apply if, at the time such interested stockholder became an interested stockholder, the corporation's articles of incorporation contained a provision authorized by the last sentence of this subsection.
Notwithstanding subsections (b)(1) through (b)(4), a corporation may elect by a provision of its original articles of incorporation, or any amendment thereto, to be governed by this section, except that any such amendment to the articles of incorporation shall not apply to restrict a business combination between the corporation and an interested stockholder of the corporation if the interested stockholder became the interested stockholder before the date and time when the filed amendment shall become effective in accordance with K.S.A. 17-7911, and amendments thereto.
(c) As used in this section only:
(1) "Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.
(2) "Associate," when used to indicate a relationship with any person, means:
(A) Any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock;
(B) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and
(C) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.
(3) "Business combination," when used in reference to any corporation and any interested stockholder of such corporation, means:
(A) Any merger or consolidation of the corporation or any direct or indirect majority-owned subsidiary of the corporation with:
(i) The interested stockholder; or
(ii) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation subsection (a) is not applicable to the surviving entity;
(B) any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, except proportionately as a stockholder of such corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation that have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation;
(C) any transaction that results in the issuance or transfer by the corporation or by any direct or indirect majority-owned subsidiary of the corporation of any stock of the corporation or of such subsidiary to the interested stockholder, except:
(i) Pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of such corporation or any such subsidiary that were outstanding prior to the time that the interested stockholder became the interested stockholder;
(ii) pursuant to a merger under K.S.A. 17-6701(g), and amendments thereto;
(iii) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of such corporation or any such subsidiary that is distributed, pro rata to all holders of a class or series of stock of such corporation subsequent to the time the interested stockholder became the interested stockholder;
(iv) pursuant to an exchange offer by the corporation to purchase stock made on the same terms to all holders of such stock; or
(v) any issuance or transfer of stock by the corporation, except that in no case under subparagraph (C)(iii) through (v) shall there be an increase in the interested stockholder's proportionate share of the stock of any class or series of the corporation or of the voting stock of the corporation;
(D) any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation that has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the corporation or of any such subsidiary that is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or
(E) any receipt by the interested stockholder of the benefit, directly or indirectly, except proportionately as a stockholder of such corporation, of any loans, advances, guarantees, pledges or other financial benefits, other than those expressly permitted in subparagraphs (A) through (D), provided by or through the corporation or any direct or indirect majority-owned subsidiary.
(4) "Control," including the terms "controlling," "controlled by" and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary, except that a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.
(5) (A) "Interested stockholder" means any person, other than the corporation and any direct or indirect majority-owned subsidiary of the corporation, that:
(i) Is the owner of 15% or more of the outstanding voting stock of the corporation; or
(ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date when it is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of such person.
(B) "Interested stockholder" does not include:
(i) Any person who:
(a) Owned shares in excess of the 15% limitation set forth in this paragraph as of, or acquired such shares pursuant to a tender offer commenced prior to July 1, 1989, or pursuant to an exchange offer announced prior to such date and commenced within 90 days thereafter and either:
(1) Continued to own shares in excess of such 15% limitation or would have but for action by the corporation; or
(2) is an affiliate or associate of the corporation and so continued, or so would have continued but for action by the corporation, to be the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date when it is sought to be determined whether such a person is an interested stockholder; or
(b) acquired such shares from a person described in subparagraph (B)(i)(a) by gift, inheritance or in a transaction in which no consideration was exchanged; or
(ii) any person whose ownership of shares in excess of the 15% limitation set forth in this paragraph is the result of action taken solely by the corporation, except that such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the corporation, except as a result of further corporate action not caused, directly or indirectly, by such person.
(C) For the purpose of determining whether a person is an interested stockholder, the voting stock of the corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of paragraph (9), but shall not include any other unissued stock of such corporation that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
(6) "Person" means any individual, corporation, partnership, unincorporated association or other entity.
(7) "Stock" means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.
(8) "Voting stock" means, with respect to any corporation, stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of voting stock shall refer to such percentage of the votes of such voting stock.
(9) "Owner," including the terms "own" and "owned," when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:
(A) Beneficially owns such stock, directly or indirectly;
(B) has: (i) The right to acquire such stock, whether such right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, except that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person's affiliates or associates until such tendered stock is accepted for purchase or exchange; or (ii) the right to vote such stock pursuant to any agreement, arrangement or understanding, except that a person shall not be deemed the owner of any stock because of such person's right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons; or
(C) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting, except voting pursuant to a revocable proxy or consent as described in subparagraph (B)(ii), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.
(d) No provision of an articles of incorporation or bylaw shall require, for any vote of stockholders required by this section, a greater vote of stockholders than that specified in this section.
(e) This section amends and recodifies the Kansas business combinations with interested shareholders act. Any reference in a corporation's articles of incorporation or bylaws to the Kansas business combinations with interested shareholders act shall be deemed to refer to this section.
History: L. 2016, ch. 110, § 7; L. 2023, ch. 66, § 19; July 1.
(a) Subject to subsection (f), no defective corporate act or putative stock shall be void or voidable solely as a result of a failure of authorization if ratified as provided in this section or validated by the district court in a proceeding brought under K.S.A. 17-6429, and amendments thereto.
(b) (1) In order to ratify one or more defective corporate acts pursuant to this section, other than the ratification of an election of the initial board of directors pursuant to paragraph (3), the board of directors of the corporation shall adopt resolutions stating:
(A) The defective corporate act or acts to be ratified;
(B) the date of each defective corporate act or acts;
(C) if such defective corporate act or acts involved the issuance of shares of putative stock, the number and type of shares of putative stock issued and the date or dates when such putative shares were purported to have been issued;
(D) the nature of the failure of authorization in respect of each defective corporate act to be ratified; and
(E) that the board of directors approves the ratification of the defective corporate act or acts.
(2) Such resolutions may also provide that, at any time before the validation effective time in respect to any defective corporate act set forth in such resolution, notwithstanding the approval of the ratification of such defective corporate act by stockholders, the board of directors may abandon the ratification of such defective corporate act without further action of the stockholders. The quorum and voting requirements applicable to the ratification by the board of directors of any defective corporate act shall be the quorum and voting requirements applicable to the type of defective corporate act proposed to be ratified at the time the board adopts the resolutions ratifying the defective corporate act, except that if the articles of incorporation or bylaws of the corporation, any plan or agreement to which the corporation was a party or any provision of this code, in each case as in effect as of the time of the defective corporate act, would have required a larger number or portion of directors or of specified directors for a quorum to be present or to approve the defective corporate act, such larger number or portion of such directors or such specified directors shall be required for a quorum to be present or to adopt the resolutions to ratify the defective corporate act, as applicable, except that the presence or approval of any director elected, appointed or nominated by holders of any class or series of which no shares are then outstanding, or by any person that is no longer a stockholder, shall not be required.
(3) In order to ratify a defective corporate act in respect of the election of the initial board of directors of the corporation pursuant to K.S.A. 17-6008, and amendments thereto, a majority of the persons who, at the time the resolutions required by this paragraph are adopted, are exercising the powers of directors under claim and color of an election or appointment as such may adopt resolutions stating:
(A) The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation;
(B) the earlier of the date when such persons first took such action or were purported to have been elected as the initial board of directors; and
(C) that the ratification of the election of such person or persons as the initial board of directors is approved.
(c) Each defective corporate act ratified pursuant to subsection (b)(1) shall be submitted to stockholders for approval as provided in subsection (d), unless:
(1) (A) No other provision of this code, and no provision of the articles of incorporation or bylaws of the corporation, or of any plan or agreement to which the corporation is a party, would have required stockholder approval of such defective corporate act to be ratified, either at the time of such defective corporate act or at the time the board of directors adopts the resolutions ratifying such defective corporate act pursuant to subsection (b)(1); and
(B) such defective corporate act did not result from a failure to comply with K.S.A. 17-6427, and amendments thereto; or
(2) only with respect to defective corporate acts ratified or to be ratified pursuant to resolutions adopted by a board of directors on or after July 1, 2023, as of the record date for determining the stockholders entitled to vote on the ratification of such defective corporate act, there are no shares of valid stock outstanding and entitled to vote thereon, regardless of whether there then exists any shares of putative stock.
(d) (1) If the ratification of a defective corporate act is required to be submitted to stockholders for approval pursuant to subsection (c), due notice of the time, place, if any, and purpose of the meeting shall be given at least 20 days before the date of the meeting to each holder of valid stock and putative stock, whether voting or nonvoting, at the postal address of such holder as it appears or most recently appeared, as appropriate, on the records of the corporation. The notice also shall be given to the holders of record of valid stock and putative stock, whether voting or nonvoting, as of the time of the defective corporate act, or, in the case of any defective corporate act that involved the establishment of a record date for notice of or voting at any meeting of stockholders, for action by consent of stockholders in lieu of a meeting, or for any other purpose, the record date for notice of or voting at such meeting, the record date for action by consent or the record date for such other action, as the case may be, other than holders whose identities or postal addresses cannot be determined from the records of the corporation. The notice shall contain a copy of the resolutions adopted by the board of directors pursuant to subsection (b)(1) or the information required by subsection (b)(1)(A) through (E) and a statement that any claim that the defective corporate act or putative stock ratified hereunder is void or voidable due to the failure of authorization, or that the district court should declare in its discretion that a ratification in accordance with this section not be effective or be effective only on certain conditions must be brought within 120 days from the applicable validation effective time. At such meeting, the quorum and voting requirements applicable to the ratification of such defective corporate act shall be the quorum and voting requirements applicable to the type of defective corporate act proposed to be ratified at the time of the approval of the ratification, except that:
(A) If the articles of incorporation or bylaws of the corporation, any plan or agreement to which the corporation was a party or any provision of this code in effect as of the time of the defective corporate act would have required a larger number or portion of stock or of any class or series thereof or of specified stockholders for a quorum to be present or to approve the defective corporate act, the presence or approval of such larger number or portion of stock or of such class or series thereof or of such specified stockholders shall be required for a quorum to be present or to approve the ratification of the defective corporate act, as applicable, except that the presence or approval of shares of any class or series of which no shares are then outstanding, or of any person that is no longer a stockholder, shall not be required;
(B) the approval by stockholders of the ratification of the election of a director shall require the affirmative vote of the majority of shares present at the meeting and entitled to vote on the election of such director, except that if the articles of incorporation or bylaws of the corporation then in effect or in effect at the time of the defective election require or required a larger number or portion of stock or of any class or series thereof or of specified stockholders to elect such director, the affirmative vote of such larger number or portion of stock or of any class or series thereof or of such specified stockholders shall be required to ratify the election of such director, except that the presence or approval of shares of any class or series of which no shares are then outstanding, or of any person that is no longer a stockholder, shall not be required; and
(C) in the event of a failure of authorization resulting from failure to comply with the provisions of K.S.A. 17-6427, and amendments thereto, the ratification of the defective corporate act shall require the vote set forth in K.S.A. 17-6427(a)(3), and amendments thereto, regardless of whether such vote would have otherwise been required.
(2) Shares of putative stock on the record date for determining stockholders entitled to vote on any matter submitted to stockholders pursuant to subsection (c), and without giving effect to any ratification that becomes effective after such record date, shall neither be entitled to vote nor counted for quorum purposes in any vote to ratify any defective corporate act.
(e) If a defective corporate act ratified pursuant to this section would have required under any other section of this code the filing of a document in accordance with K.S.A. 17-7910, and amendments thereto, then, whether or not a document was previously filed in respect to such defective corporate act and in lieu of filing the document otherwise required by provisions of this code, the corporation shall file a certificate of validation with respect to such defective corporate act in accordance with K.S.A. 17-7910, and amendments thereto. A separate certificate of validation shall be required for each defective corporate act requiring the filing of a certificate of validation under this section, except that two or more defective corporate acts may be included in a single certificate of validation if the corporation filed, or to comply with provisions of this code, would have filed, a single document under another provision of this code to effect such acts, and two or more overissues of shares of any class, classes or series of stock may be included in a single certificate of validation, except that the increase in the number of authorized shares of each such class or series set forth in the certificate of validation shall be effective as of the date of the first such overissue. The certificate of validation shall set forth:
(1) Each defective corporate act that is the subject of the certificate of validation, including, in the case of any defective corporate act involving the issuance of shares of putative stock, the number and type of shares of putative stock issued and the date or dates when such putative shares were purported to have been issued, the date of such defective corporate act, and the nature of the failure of authorization in respect to such defective corporate act;
(2) a statement that such defective corporate act was ratified in accordance with this section, including the date when the board of directors ratified such defective corporate act and the date, if any, when the stockholders approved the ratification of such defective corporate act; and
(3) the information required by one of the following subparagraphs:
(A) If a document was previously filed under K.S.A. 17-7910, and amendments thereto, in respect to such defective corporate act and no changes to such document are required to give effect to such defective corporate act in accordance with this section, the certificate of validation shall set forth:
(i) The name, title and filing date of the document previously filed and of any certificate of correction thereto; and
(ii) a statement that a copy of the document previously filed, together with any certificate of correction thereto, is attached as an exhibit to the certificate of validation;
(B) if a document was previously filed under K.S.A. 17-7910, and amendments thereto, in respect to the defective corporate act and such document requires any change to give effect to the defective corporate act in accordance with this section, including a change to the date and time of the effectiveness of such certificate, the certificate of validation shall set forth:
(i) The name, title and filing date of the document so previously filed and of any certificate of correction thereto;
(ii) a statement that a document containing all of the information required to be included under the applicable section or sections of this code to give effect to the defective corporate act is attached as an exhibit to the certificate of validation; and
(iii) the date that such certificate shall be deemed to have become effective pursuant to this section; or
(C) if a document was not previously filed under K.S.A. 17-7910, and amendments thereto, in respect to the defective corporate act and the defective corporate act ratified pursuant to this section would have required under any other section of this code the filing of a document in accordance with K.S.A. 17-7910, and amendments thereto, the certificate of validation shall set forth:
(i) A statement that a document containing all of the information required to be included under the applicable section or sections of this code to give effect to the defective corporate act is attached as an exhibit to the certificate of validation; and
(ii) the date and time that such certificate shall be deemed to have become effective pursuant to this section.
(4) A document attached to a certificate of validation pursuant to paragraph (3)(B) or (C) need not be separately executed and acknowledged and need not include any statement required by any other section of this code that such document has been approved and adopted in accordance with the provisions of such other section.
(f) From and after the validation effective time unless otherwise determined in an action brought pursuant to K.S.A. 17-6429, and amendments thereto:
(1) Subject to the last sentence of subsection (d), each defective corporate act ratified in accordance with this section shall no longer be deemed void or voidable as a result of a the failure of authorization described in the resolutions adopted pursuant to subsection (b) and such effect shall be retroactive to the time of the defective corporate act; and
(2) subject to the last sentence of subsection (d), each share or fraction of a share of putative stock issued or purportedly issued pursuant to any such defective corporate act shall no longer be deemed void or voidable and shall be deemed to be an identical share or fraction of a share of outstanding stock as of the time it was purportedly issued.
(g) (1) In respect of each defective corporate act ratified by the board of directors pursuant to subsection (b), prompt notice of the ratification shall be given to all holders of valid stock and putative stock, whether voting or nonvoting, as of the date the board of directors adopts the resolutions approving such defective corporate act, or as of a date within 60 days after such date of adoption, as established by the board of directors, at the postal address of such holder as it appears or most recently appeared, as appropriate, on the records of the corporation. The notice also shall be given to the holders of record of valid stock and putative stock, whether voting or nonvoting, as of the time of the defective corporate act, other than holders whose identities or postal addresses cannot be determined from the records of the corporation. The notice shall contain a copy of the resolutions adopted pursuant to subsection (b) or the information specified in subsection (b)(1)(A) through (E) or subsection (b)(3)(A) through (C), as applicable, and a statement that any claim that the defective corporate act or putative stock ratified hereunder is void or voidable due to the failure of authorization, or that the district court should declare in its discretion that a ratification in accordance with this section not be effective or be effective only on certain conditions must be brought within 120 days from the later of the validation effective time or the time when the notice required by this subsection is given.
(2) Notwithstanding the provisions of paragraph (1):
(A) No such notice shall be required if notice of the ratification of the defective corporate act is to be given in accordance with subsection (d); and
(B) in the case of a corporation that has a class of stock listed on a national securities exchange, the notice required by this subsection and subsection (d)(1), may be deemed given if disclosed in a document publicly filed by the corporation with the securities and exchange commission pursuant to 15 U.S.C. §§ 78m, 78n or 78o(d) and the rules and regulations promulgated thereunder, or the corresponding provisions of any subsequent federal securities laws, rules or regulations.
(3) If any defective corporate act has been approved by stockholders acting pursuant to K.S.A. 17-6518, and amendments thereto, the notice required by this subsection may be included in any notice required to be given pursuant to K.S.A. 17-6518(e), and amendments thereto, and, if so given, shall be sent to the stockholders entitled thereto under K.S.A. 17-6518(e), and amendments thereto, and to all holders of valid and putative stock to whom notice would be required under this subsection if the defective corporate act had been approved at a meeting other than any stockholder who approved the action by consent in lieu of a meeting pursuant to K.S.A. 17-6518, and amendments thereto, or any holder of putative stock who otherwise consented thereto in writing. Solely for purposes of subsection (d) and this subsection, notice to holders of putative stock, and notice to holders of valid stock and putative stock as of the time of the defective corporate act, shall be treated as notice to holders of valid stock for purposes of K.S.A. 17-6512, 17-6518, 17-6519, 17-6520, 17-6522 and 17-6523, and amendments thereto.
(h) As used in this section and in K.S.A. 17-6429, and amendments thereto, only:
(1) "Defective corporate act" means an overissue, an election or appointment of directors that is void or voidable due to a failure of authorization, or any act or transaction purportedly taken by or on behalf of the corporation that is, and at the time such act or transaction was purportedly taken would have been, within the power of a corporation under the provisions of article 61 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, without regard to the failure of authorization identified in subsection (b)(1)(D), but is void or voidable due to a failure of authorization.
(2) "Failure of authorization" means:
(A) The failure to authorize or effect an act or transaction in compliance with the provisions of this code, the articles of incorporation or bylaws of the corporation, or any plan or agreement to which the corporation is a party or the disclosure set forth in any proxy or consent solicitation statement, if and to the extent such failure would render such act or transaction void or voidable; or
(B) the failure of the board of directors or any officer of the corporation to authorize or approve any act or transaction taken by or on behalf of the corporation that would have required for its due authorization the approval of the board of directors or such officer.
(3) "Overissue" means the purported issuance of:
(A) Shares of capital stock of a class or series in excess of the number of shares of such class or series the corporation has the power to issue under K.S.A. 17-6411, and amendments thereto, at the time of such issuance; or
(B) shares of any class or series of capital stock that is not then authorized for issuance by the articles of incorporation of the corporation.
(4) "Putative stock" means the shares of any class or series of capital stock of the corporation, including shares issued upon exercise of options, rights, warrants or other securities convertible into shares of capital stock of the corporation, or interests with respect thereto that were created or issued pursuant to a defective corporate act, that:
(A) But for any failure of authorization, would constitute valid stock; or
(B) cannot be determined by the board of directors to be valid stock.
(5) "Time of the defective corporate act" means the date and time the defective corporate act was purported to have been taken.
(6) "Validation effective time" with respect to any defective corporate act ratified pursuant to this section means the latest of:
(A) The time when the defective corporate act submitted to the stockholders for approval pursuant to subsection (c) is approved by such stockholders, or if no such vote of stockholders is required to approve the ratification of the defective corporate act, the time when the board of directors adopts the resolutions required by subsection (b);
(B) where no certificate of validation is required to be filed pursuant to subsection (e), the time, if any, specified by the board of directors in the resolutions adopted pursuant to subsection (b) shall not precede the time when such resolutions are adopted; and
(C) the time when any certificate of validation filed pursuant to subsection (e) shall become effective in accordance with K.S.A. 17-7911, and amendments thereto.
(7) "Valid stock" means the shares of any class or series of capital stock of the corporation that have been duly authorized and validly issued in accordance with this code.
(i) In the absence of actual fraud in the transaction, the judgment of the board of directors that shares of stock are valid stock or putative stock shall be conclusive, unless otherwise determined by the district court in a proceeding brought pursuant to K.S.A. 17-6429, and amendments thereto.
(j) Ratification under this section or validation under K.S.A. 17-6429, and amendments thereto, shall not be deemed to be the exclusive means of ratifying or validating any act or transaction taken by or on behalf of the corporation, including any defective corporate act, or any issuance of stock, including any putative stock, or of adopting or endorsing any act or transaction taken by or in the name of the corporation prior to the commencement of its existence, and the absence or failure of ratification in accordance with either this section or validation under K.S.A. 17-6429, and amendments thereto, shall not, of itself, affect the validity or effectiveness of any act or transaction or the issuance of any stock properly ratified under common law or otherwise, nor shall it create a presumption that any such act or transaction is or was a defective corporate act or that such stock is void or voidable.
History: L. 2016, ch. 110, § 8; L. 2023, ch. 66, § 20; July 1.
(a) Subject to subsection (e), upon application by the corporation, any successor entity to the corporation, any member of the board of directors, any record or beneficial holder of valid stock or putative stock, any record or beneficial holder of valid or putative stock as of the time of a defective corporate act ratified pursuant to K.S.A. 17-6428, and amendments thereto, or any other person claiming to be substantially and adversely affected by a ratification pursuant to K.S.A. 17-6428, and amendments thereto, the district court may:
(1) Determine the validity and effectiveness of any defective corporate act ratified pursuant to K.S.A. 17-6428, and amendments thereto;
(2) determine the validity and effectiveness of the ratification of any defective corporate act pursuant to K.S.A. 17-6428, and amendments thereto;
(3) determine the validity and effectiveness of any defective corporate act not ratified or not ratified effectively pursuant to K.S.A. 17-6428, and amendments thereto;
(4) determine the validity of any corporate act or transaction and any stock, rights or options to acquire stock; and
(5) modify or waive any of the procedures set forth in K.S.A. 17-6428, and amendments thereto, to ratify a defective corporate act.
(b) In connection with an action under this section, the district court may:
(1) Declare that a ratification in accordance with and pursuant to K.S.A. 17-6428, and amendments thereto, is not effective or shall only be effective at a time or upon conditions established by the court;
(2) validate and declare effective any defective corporate act or putative stock and impose conditions upon such validation by the court;
(3) require measures to remedy or avoid harm to any person substantially and adversely affected by a ratification pursuant to K.S.A. 17-6428, and amendments thereto, or from any order of the court pursuant to this section, excluding any harm that would have resulted if the defective corporate act had been valid when approved or effectuated;
(4) order the secretary of state to accept an instrument for filing with an effective time specified by the court, which effective time may be prior or subsequent to the time of such order, provided that the filing date of such instrument shall be determined in accordance with K.S.A. 17-7911, and amendments thereto;
(5) approve a stock ledger for the corporation that includes any stock ratified or validated in accordance with this section or with K.S.A. 17-6428, and amendments thereto;
(6) declare that shares of putative stock are shares of valid stock or require a corporation to issue and deliver shares of valid stock in place of any shares of putative stock;
(7) order that a meeting of holders of valid stock or putative stock be held and exercise the powers provided to the court under K.S.A. 17-6517, and amendments thereto, with respect to such a meeting;
(8) declare that a defective corporate act validated by the court shall be effective as of the time of the defective corporate act or at such other time as the court shall determine;
(9) declare that putative stock validated by the court shall be deemed to be an identical share or fraction of a share of valid stock as of the time originally issued or purportedly issued or at such other time as the court shall determine; and
(10) make such other orders regarding such matters as it deems proper under the circumstances.
(c) Service of the application under subsection (a) upon the resident agent of the corporation shall be deemed to be service upon the corporation, and no other party need be joined in order for the district court to adjudicate the matter. In an action filed by the corporation, the court may require notice of the action be provided to other persons specified by the court and permit such other persons to intervene in the action.
(d) In connection with the resolution of matters pursuant to subsections (a) and (b), the district court may consider the following:
(1) Whether the defective corporate act was originally approved or effectuated with the belief that the approval or effectuation was in compliance with the provisions of the Kansas general corporation code, the articles of incorporation or bylaws of the corporation;
(2) whether the corporation and board of directors has treated the defective corporate act as a valid act or transaction and whether any person has acted in reliance on the public record that such defective corporate act was valid;
(3) whether any person will be or was harmed by the ratification or validation of the defective corporate act, excluding any harm that would have resulted if the defective corporate act had been valid when approved or effectuated;
(4) whether any person will be harmed by the failure to ratify or validate the defective corporate act; and
(5) any other factors or considerations the court deems just and equitable.
(e) Notwithstanding any other provision of this section, no action asserting:
(1) That a defective corporate act or putative stock ratified in accordance with K.S.A. 17-6428, and amendments thereto, is void or voidable due to a failure of authorization identified in the resolution adopted in accordance with K.S.A. 17-6428(b), and amendments thereto; or
(2) that the district court should declare in its discretion that a ratification in accordance with K.S.A. 17-6428, and amendments thereto, not be effective or be effective only on certain conditions, may be brought after the expiration of 120 days from the later of the validation effective time and the time notice, if any, that is required to be given pursuant to K.S.A. 17-6428(g), and amendments thereto, is given with respect to such ratification, except that this subsection shall not apply to an action asserting that a ratification was not accomplished in accordance with K.S.A. 17-6428, and amendments thereto, or to any person to whom notice of the ratification was required to have been given pursuant to K.S.A. 17-6428(d) or (g), and amendments thereto, but to whom such notice was not given.
(f) This section shall be part of and supplemental to article 64 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 2016, ch. 110, § 9; July 1.
(a) (1) Meetings of stockholders may be held at such place, either within or without this state, as may be designated by or in the manner provided in the articles of incorporation or bylaws or, if not so designated, as determined by the board of directors. If, pursuant to this subsection or the articles of incorporation or the bylaws of the corporation, the board of directors is authorized to determine the place of a meeting of stockholders, the board of directors, in its sole discretion, may determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by subsection (a)(2).
(2) If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:
(A) Participate in a meeting of stockholders; and
(B) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (i) The corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (ii) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.
(b) Unless directors are elected by written consent in lieu of an annual meeting as permitted by this subsection, an annual meeting of stockholders shall be held for the election of directors on a date and at a time designated by or in the manner provided in the bylaws. Stockholders, unless the articles of incorporation otherwise provide, may act by written consent to elect directors; except that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.
(c) A failure to hold any annual meeting at the designated time or to elect a sufficient number of directors to conduct the business of the corporation shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation, except as may be otherwise specifically provided in this code. If the annual meeting for election of directors is not held on the date designated therefor or action by written consent to elect directors, in lieu of an annual meeting, has not been taken, the directors shall cause the meeting to be held as soon thereafter as is convenient. If there be a failure to hold the annual meeting or to take action by written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the district court may summarily order a meeting to be held upon the application of any stockholder or director. The shares of stock represented at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of the articles of incorporation or bylaws to the contrary. The district court may issue such orders as may be appropriate, including, without limitation, orders designating the time and place of such meeting, the record date or dates for determination of stockholders entitled to notice of the meeting and to vote at such meeting, and the form of notice of such meeting.
(d) Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.
(e) All elections of directors shall be by written ballot, unless otherwise provided in the articles of incorporation. If authorized by the board of directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxyholder.
History: L. 1972, ch. 52, § 54; L. 1988, ch. 99, § 22; Revived and amended, L. 1988, ch. 100, § 22; L. 1993, ch. 163, § 2; L. 2004, ch. 143, § 26; L. 2016, ch. 110, § 47; July 1.
(a) Unless otherwise provided in the articles of incorporation and subject to the provisions of K.S.A. 17-6503, and amendments thereto, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. If the articles of incorporation provide for more or less than one vote for any share on any matter, every reference in this code to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.
(b) Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for the stockholder by proxy as provided in this subsection, but no such proxy shall be voted or acted upon after three years from its date unless the proxy provides for a longer period.
(c) Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy pursuant to subsection (b), the following shall constitute a valid means by which a stockholder may grant such authority:
(1) A stockholder, or such stockholder's authorized representative or agent, may execute a document authorizing another person or persons to act for such stockholder as proxy;
(2) a stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting, or authorizing the transmission of an electronic transmission, including telephonic transmission, to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive the transmission. Any such transmission must either set forth or be submitted with information from which it can be determined that the transmission was authorized by the stockholder. If it is determined that such transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied; and
(3) the authorization of a person to act as a proxy may be documented, signed and delivered in accordance with K.S.A. 17-6016, and amendments thereto. Such authorization shall set forth, or be delivered with information enabling the corporation to determine, the identity of the stockholder granting such authorization.
(d) A copy, facsimile telecommunication or other reliable reproduction of the document, including any electronic transmission, authorized under subsections (c)(1) and (c)(2) may be substituted for the original document for any purpose for which the original document could be used, except that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original document.
(e) A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.
History: L. 1972, ch. 52, § 55; L. 1999, ch. 74, § 1; L. 2004, ch. 143, § 27; L. 2016, ch. 110, § 48; L. 2023, ch. 66, § 21; July 1.
(a) In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date that shall not precede the date when the resolution fixing the record date is adopted by the board of directors and shall not be more than 60 nor less than 10 days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day when notice is given, or, if notice is waived, at the close of business on the day next preceding the day when the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting except that the board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the provisions of this subsection at the adjourned meeting.
(b) In order that the corporation may determine the stockholders entitled to consent to corporate action without a meeting in accordance with K.S.A. 17-6518, and amendments thereto, the board of directors may fix a record date that shall not precede the date when the resolution fixing the record date is adopted by the board of directors and shall not be more than 10 days after the date when the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action by the board of directors is required by this code, shall be the first date when a signed consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with K.S.A. 17-6518(d), and amendments thereto. If no record date has been fixed by the board of directors and prior action by the board of directors is required by this code, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day when the board of directors adopts the resolution taking such prior action.
(c) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date that shall not precede the date when the resolution fixing the record date is adopted and shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day when the board of directors adopts the resolution relating thereto.
History: L. 1972, ch. 52, § 56; L. 1988, ch. 99, § 23; Revived and amended, L. 1988, ch. 100, § 23; L. 2004, ch. 143, § 28; L. 2016, ch. 110, § 49; L. 2023, ch. 66, § 22; July 1.
The articles of incorporation of any corporation may provide that at all elections of directors of the corporation, or at elections held under specified circumstances, each holder of stock or of any class or classes or of a series or series thereof shall be entitled to as many votes as shall equal the number of votes which, except for such provision as to cumulative voting, such holder would be entitled to cast for the election of directors with respect to such holder's shares of stock multiplied by the number of directors to be elected by such holder, and that such holder may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as such holder may see fit, provided that this section shall not apply to a corporation organized before April 21, 1988, unless the stockholders of such corporation shall amend its articles of incorporation to eliminate the requirements of cumulative voting in force at the time of its organization.
History: L. 1972, ch. 52, § 57; L. 1988, ch. 99, § 1; Revived and amended, L. 1988, ch. 100, § 1; L. 2004, ch. 143, § 29; January 1, 2005.
(a) The provisions of K.S.A. 17-6501 through 17-6504 and 17-6506, and amendments thereto, shall not apply to nonstock corporations, except that K.S.A. 17-6501(a) and 17-6502(c), (d) and (e), and amendments thereto, shall apply to such corporations, and, when so applied, all references therein to: (1) Stockholders and to the board of directors shall be deemed to refer to the members and the governing body of a nonstock corporation, respectively; and (2) stock, capital stock, or shares thereof shall be deemed to refer to memberships of a nonprofit nonstock corporation and to membership interests of any other nonstock corporation.
(b) Unless otherwise provided in the articles of incorporation or the bylaws of a nonstock corporation, and subject to subsection (f), each member shall be entitled at every meeting of members to one vote on any matter submitted to a vote of members. A member may exercise such voting rights in person or by proxy, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.
(c) Unless otherwise provided in this code, the articles of incorporation or bylaws of a nonstock corporation may specify the number of members having voting power who shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business. In the absence of such specification in the articles of incorporation or bylaws of a nonstock corporation:
(1) One-third of the members of such corporation present in person or represented by proxy after proper notice has been given shall constitute a quorum at a meeting of such members;
(2) in all matters other than the election of the governing body of the corporation, the affirmative vote of a majority of such members present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater number is required by this code, the articles of incorporation or bylaws;
(3) members of the governing body shall be elected by a plurality of the votes of the members of the corporation present in person or represented by proxy at the meeting and entitled to vote thereon; and
(4) where a separate vote by a class or group or classes or groups is required, a majority of the members of such class or group or classes or groups, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of members of the governing body, the affirmative vote of the majority of the members of such class or group or classes or groups present in person or represented by proxy at the meeting shall be the act of such class or group or classes or groups.
(d) If the election of the governing body of any nonstock corporation shall not be held within the time period designated by the bylaws, the governing body shall cause the election to be held as soon thereafter as convenient. The failure to hold such an election within the time period shall not work any forfeiture or dissolution of the corporation, but the district court may summarily order such an election to be held upon the application of any member of the corporation. At any election pursuant to such order, the persons entitled to vote in such election who shall be present at such meeting, either in person or by proxy, shall constitute a quorum for such meeting, notwithstanding any provision of the articles of incorporation or the bylaws of the corporation to the contrary.
(e) If authorized by the governing body, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member or proxy holder.
(f) Except as otherwise provided in the articles of incorporation, in the bylaws, or by resolution of the governing body, the record date of any meeting or corporate action shall be deemed to be the date of such meeting or corporate action, except that no record date may precede any action by the governing body fixing such record date.
History: L. 1972, ch. 52, § 58; L. 1988, ch. 99, § 24; Revived and amended, L. 1988, ch. 100, § 24; L. 2004, ch. 143, § 30; L. 2016, ch. 110, § 50; July 1.
Subject to the provisions of this code with respect to the vote that shall be required for a specified action, the articles of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares or the amount of other securities, or both, having voting power, the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of holders of less than
1/3 of the shares entitled to vote at the meeting, except that, where a separate vote by the holders of one or more than one class or series is required, a quorum shall consist of no less than
1/3 of the holders of the shares of such class or series. In the absence of such specification in the articles of incorporation or bylaws of the corporation:
(a) The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders;
(b) in all matters other than the election of directors, the affirmative vote of the holders of a majority of shares who are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders;
(c) directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and
(d) where a separate vote by one or more than one class or series is required, the holders of a majority of the outstanding shares of such class or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the holders of a majority of shares of such class or series who are present in person or represented by proxy at the meeting shall be the act of such class or series. A bylaw amendment adopted by the stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.
History: L. 1972, ch. 52, § 59; L. 1988, ch. 99, § 25; Revived and amended, L. 1988, ch. 100, § 25; L. 1992, ch. 270, § 10; L. 2004, ch. 143, § 31; L. 2016, ch. 110, § 51; July 1.
(a) Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation such person has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or such pledgee's proxy, may represent such stock and vote thereon.
(b) If shares or other securities having voting power stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect:
(1) If only one votes, such person's act binds all;
(2) If more than one vote, the act of the majority so voting binds all;
(3) If more than one vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or any person voting the shares, or a beneficiary, if any, may apply to the district court for the appointment of an additional person to act with the persons so voting the shares, which shall then be voted as determined by a majority of such persons and the person appointed by the court. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of this subsection shall be a majority or even-split in interest.
History: L. 1972, ch. 52, § 60; L. 2004, ch. 143, § 32; January 1, 2005.
(a) One or more stockholders, by agreement in writing, may deposit capital stock of an original issue with or transfer capital stock to any person or persons, or entity or entities authorized to act as trustee, for the purpose of vesting in such person or persons, entity or entities, who may be designated voting trustee, or voting trustees, the right to vote thereon for any period of time determined by such agreement, upon the terms and conditions stated in such agreement. The agreement may contain any other lawful provisions not inconsistent with such purpose. After delivery of a copy of the agreement to the registered office of the corporation in this state or the principal place of business of the corporation, which copy shall be open to the inspection of any stockholder of the corporation, or any beneficiary of the trust under the agreement, daily during business hours, certificates of stock or uncertificated stock shall be issued to the voting trustee or trustees to represent any stock of an original issue so deposited with such voting trustee or trustees, and any certificates of stock or uncertificated stock so transferred to the voting trustee or trustees shall be surrendered and canceled and new certificates or uncertificated stock therefor shall be issued to the voting trustee or trustees. In the certificates so issued, if any, it shall be stated that they are issued pursuant to such agreement, or in the case of uncertificated shares, contained in the notice sent pursuant to K.S.A. 17-6401(f), and amendments thereto, and that fact shall also be stated in the stock ledger of the corporation. The voting trustee or trustees may vote the stock so issued or transferred during the period specified in the agreement. Stock standing in the name of the voting trustee or trustees may be voted either in person or by proxy, and in voting the stock, the voting trustee or trustees shall incur no responsibility as stockholder, trustee or otherwise, except for such voting trustee's or trustees' individual malfeasance. In any case where two or more persons or entities are designated as voting trustees, and the right and method of voting any stock standing in their names at any meeting of the corporation are not fixed by the agreement appointing the trustees, the right to vote the stock and the manner of voting it at the meeting shall be determined by a majority of the trustees, or if they be equally divided as to the right and manner of voting the stock in any particular case, the vote of the stock in such case shall be divided equally among the trustees.
(b) Any amendment to a voting trust agreement shall be made by a written agreement, a copy of which shall be delivered to the registered office of the corporation in this state or the principal place of business of the corporation.
(c) An agreement between two or more stockholders, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as provided by the agreement, or as the parties may agree, or as determined in accordance with a procedure agreed upon by them.
(d) This section shall not be deemed to invalidate any voting or other agreement among stockholders or any irrevocable proxy.
History: L. 1972, ch. 52, § 61; L. 1988, ch. 99, § 26; Revived and amended, L. 1988, ch. 100, § 26; L. 1992, ch. 270, § 11; L. 1993, ch. 163, § 3; L. 2004, ch. 143, § 33; L. 2016, ch. 110, § 52; July 1.
(a) The corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, except that if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date, arranged in alphabetical order, and showing the postal address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (1) On a reasonably accessible electronic network, if that the information required to gain access to such list is provided with the notice of the meeting; or (2) during ordinary business hours, at the principal place of business of the corporation. If the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
(b) If the corporation, or an officer or agent thereof, refuses to permit examination of the list by a stockholder, such stockholder may apply to the district court for an order to compel the corporation to permit such examination. The burden of proof shall be on the corporation to establish that the examination such stockholder seeks is for a purpose not germane to the meeting. The court may summarily order the corporation to permit examination of the list upon such conditions as the court may deem appropriate, and may make such additional orders as may be appropriate, including, without limitation, postponing the meeting or voiding the results of the meeting.
(c) For purposes of this code, "stock ledger" means one or more records administered by or on behalf of the corporation in which the names of all of the corporation's stockholders of record, the address and number of shares registered in the name of each such stockholder and all issuances and transfers of stock of the corporation are recorded in accordance with K.S.A. 17-6514, and amendments thereto. The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.
History: L. 1972, ch. 52, § 62; L. 1988, ch. 99, § 27; Revived and amended, L. 1988, ch. 100, § 27; L. 2004, ch. 143, § 34; L. 2016, ch. 110, § 53; L. 2023, ch. 66, § 23; July 1.
(a) As used in this section:
(1) "Stockholder" means a holder of record of stock in a stock corporation, or a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person;
(2) "under oath" includes statements the declarant affirms to be true under penalty of perjury under the laws of the United States or any state; and
(3) "subsidiary" means any entity directly or indirectly owned, in whole or in part, by the corporation of which the stockholder is a stockholder and over the affairs of which the corporation directly or indirectly exercises control, and includes, without limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, statutory trusts and/or joint ventures.
(b) Any stockholder, in person or by attorney or other agent, upon written demand under oath stating the purpose thereof, shall have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from:
(1) The corporation's stock ledger, a list of its stockholders, and its other books and records; and
(2) a subsidiary's books and records, to the extent that: (A) The corporation has actual possession and control of such records of such subsidiary; or (B) the corporation could obtain such records through the exercise of control over such subsidiary, provided that as of the date of the making of the demand: (i) Stockholder inspection of such books and records of the subsidiary would not constitute a breach of an agreement between the corporation or the subsidiary and a person or persons not affiliated with the corporation; and (ii) the subsidiary would not have the right under the law applicable to it to deny the corporation access to such books and records upon demand by the corporation. In every instance where the stockholder is other than a record holder of stock in a stock corporation or a member of a nonstock corporation, the demand under oath shall state the person's status as a stockholder, be accompanied by documentary evidence of beneficial ownership of the stock and state that such documentary evidence is a true and correct copy of what it purports to be. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in this state or at its principal place of business.
(c) If the corporation, or an officer or agent thereof, refuses to permit an inspection sought by a stockholder or attorney or other agent acting for the stockholder pursuant to subsection (b) or does not reply to the demand within five business days after the demand has been made, the stockholder may apply to the district court for an order to compel such inspection. The district court is hereby vested with exclusive jurisdiction to determine whether or not the person seeking inspection is entitled to the inspection sought. The court may summarily order the corporation to permit the stockholder to inspect the corporation's stock ledger, an existing list of stockholders, and its other books and records, and to make copies or extracts therefrom; or the court may order the corporation to furnish to the stockholder a list of its stockholders as of a specific date on condition that the stockholder first pay to the corporation the reasonable cost of obtaining and furnishing such list and on such other conditions as the court deems appropriate. Where the stockholder seeks to inspect the corporation's books and records, other than its stock ledger or list of stockholders, such stockholder shall first establish that:
(1) Such stockholder is a stockholder;
(2) such stockholder has complied with this section respecting the form and manner of making demand for inspection of such documents; and
(3) the inspection such stockholder seeks is for a proper purpose. Where the stockholder seeks to inspect the corporation's stock ledger or list of stockholders and establishes that such stockholder is a stockholder and has complied with this section respecting the form and manner of making demand for inspection of such documents, the burden of proof shall be upon the corporation to establish that the inspection such stockholder seeks is for an improper purpose. The court, in its discretion, may prescribe any limitations or conditions with reference to the inspection, or award such other or further relief as the court may deem just and proper. The court may order books, documents and records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within this state and kept in this state upon such terms and conditions as the order may prescribe.
(d) Any director shall have the right to examine the corporation's stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to the director's position as a director. The district court is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger and the list of stockholders and to make copies or extracts therefrom. The burden of proof shall be upon the corporation to establish that the inspection such director seeks is for an improper purpose. The court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the court may deem just and proper.
History: L. 1972, ch. 52, § 63; L. 1988, ch. 99, § 28; Revived and amended, L. 1988, ch. 100, § 28; L. 2004, ch. 143, § 35; L. 2016, ch. 110, § 54; July 1.
In its articles of incorporation, every corporation may confer upon the holders of any bonds, debentures or other obligations issued or to be issued by the corporation the power to vote in respect to the corporate affairs and management of the corporation to the extent and in the manner provided in the articles of incorporation, and may confer upon such holders of bonds, debentures or other obligations the same right of inspection of its books, accounts and other records, and also any other rights, which the stockholders of the corporation have or may have by reason of this act or of its articles of incorporation. If the articles of incorporation so provide such holders of bonds, debentures or other obligations shall be deemed to be stockholders, and their bonds, debentures or other obligations shall be deemed to be shares of stock, for the purpose of any provision of this act which requires the vote of stockholders as a prerequisite to any corporate action and the articles of incorporation may divest the holders of capital stock, in whole or in part, of their right to vote on any corporate matter whatsoever, except as set forth in K.S.A. 17-6602, and amendments thereto.
History: L. 1972, ch. 52, § 64; L. 1988, ch. 99, § 29; Revived and amended, L. 1988, ch. 100, § 29; L. 2004, ch. 143, § 36; January 1, 2005.
(a) Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
(b) Unless otherwise provided in this code, the notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.
(c) When a meeting is adjourned to another time or place, unless the bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with K.S.A. 17-6503(a), and amendments thereto, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.
History: L. 1972, ch. 52, § 65; L. 1988, ch. 99, § 30; Revived and amended, L. 1988, ch. 100, § 30; L. 2004, ch. 143, § 37; L. 2016, ch. 110, § 55; L. 2023, ch. 66, § 24; July 1.
(a) (1) Unless otherwise provided in the articles of incorporation or bylaws: (A) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director; or (B) whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the articles of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.
(2) If, at any time, by reason of death or resignation or other cause, a corporation should have no directors in office, then any receiver, officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the articles of incorporation or the bylaws, or may apply to the district court for a decree summarily ordering an election as provided in K.S.A. 17-6501 or 17-6505, and amendments thereto.
(3) If, at any time, in a corporation where the holders of any class or classes of stock or series thereof are entitled by the articles of incorporation to elect one or more directors, there is no director in office elected by the holders of any such class or series of stock, by reason of death or resignation or other cause, then any receiver, officer or any stockholder of such class or series, as the case may be, or an executor, administrator, trustee or guardian of any such stockholder, or other fiduciary entrusted with like responsibility for the person or estate of any such stockholder, may call a special meeting of stockholders of such class or series, in accordance with the provisions of the articles of incorporation or bylaws for calling a special meeting of stockholders, or may apply to the district court for a decree summarily ordering an election, as provided in K.S.A. 17-6501 or 17-6505, and amendments thereto.
(b) In the case of a corporation the directors of which are divided into classes, any directors chosen under subsection (a) shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be elected and qualified.
(c) If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board, as constituted immediately prior to any such increase, the district court, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, may summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of K.S.A. 17-6501 or 17-6505, and amendments thereto, as far as applicable.
(d) Unless otherwise provided in the articles of incorporation or bylaws, when one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.
History: L. 1972, ch. 52, § 66; L. 1988, ch. 99, § 31; Revived and amended, L. 1988, ch. 100, § 31; L. 1992, ch. 270, § 12; L. 2004, ch. 143, § 38; L. 2016, ch. 110, § 56; July 1.
Any records administered by or on behalf of the corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or by means of, or be in the form of any information storage device, method, or one or more electronic networks or databases, including one or more distributed electronic networks or databases, if the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger: (a) Can be used to prepare the list of stockholders specified in K.S.A. 17-6509 and 17-6510, and amendments thereto; (b) contain the information specified in K.S.A. 17-6406, 17-6409, 17-6507(a) and 17-6508, and amendments thereto; and (c) include transfers of stock as governed by article 8 of chapter 84 of the Kansas Statutes Annotated, and amendments thereto. Any corporation shall convert any records so kept into clearly legible paper form upon the request of any person entitled to inspect such records pursuant to any provision of this code. When records are kept in such manner, a clearly legible paper form prepared from or by the means of the information storage device, method, or one or more electronic networks or databases, including one or more distributed electronic networks or databases, shall be valid and admissible in evidence and shall be accepted for all other purposes, to the same extent as an original paper record of the same information would have been, if the paper form accurately portrays the record.
History: L. 1972, ch. 52, § 67; L. 2004, ch. 143, § 39; L. 2016, ch. 110, § 57; L. 2023, ch. 66, § 25; July 1.
(a) Upon application of any stockholder or director, or any officer whose title to office is contested, the district court may hear and determine the validity of any election, appointment, removal or resignation of any director or officer of any corporation, and the right of any person to hold or continue to hold such office, and, in case any such office is claimed by more than one person, may determine the person entitled thereto. In making such determination, the court may make such order or decree in any such case as may be just and proper, with power to enforce the production of any books, papers and records of the corporation relating to the issue. In case it should be determined that no valid election has been held, the court may order an election to be held in accordance with K.S.A. 17-6501 or 17-6505, and amendments thereto. In any such application, service of copies of the application upon the resident agent of the corporation shall be deemed to be service upon the corporation and upon the person whose title to office is contested and upon the person, if any, claiming such office; and the resident agent shall forward immediately a copy of the application to the corporation and to the person whose title to office is contested and to the person, if any, claiming such office, in a postpaid, sealed, registered letter addressed to such corporation and such person at their post-office addresses last known to the resident agent or furnished to the resident agent by the applicant stockholder. The court may make such order respecting further or other notice of such application as it deems proper under the circumstances.
(b) Upon application of any stockholder or upon application of the corporation itself, the district court may hear and determine the result of any vote of stockholders upon matters other than the election of directors or officers. Service of the application upon the resident agent of the corporation shall be deemed to be service upon the corporation, and no other party need be joined in order for the court to adjudicate the result of the vote. The court may make such order respecting notice of the application as it deems proper under the circumstances.
(c) If one or more directors has been convicted of a felony in connection with the duties of such director or directors to the corporation, or if there has been a prior judgment on the merits by a court of competent jurisdiction that one or more directors has committed a breach of the duty of loyalty in connection with the duties of such director or directors to that corporation, then, upon application by the corporation, or derivatively in the right of the corporation by any stockholder, in a subsequent action brought for such purpose, the district court may remove from office such director or directors if the court determines that the director or directors did not act in good faith in performing the acts resulting in the prior conviction or judgment and judicial removal is necessary to avoid irreparable harm to the corporation. In connection with such removal, the court may make such orders as are necessary to effect such removal. In any such application, service of copies of the application upon the resident agent of the corporation shall be deemed to be service upon the corporation and upon the director or directors whose removal is sought and the resident agent shall forward immediately a copy of the application to the corporation and to such director or directors, in a postpaid, sealed, registered letter addressed to such corporation and such director or directors at their post office address last known to the resident agent or furnished to the resident agent by the applicant. The court may make such order respecting further or other notice of such application as it deems proper under the circumstances.
History: L. 1972, ch. 52, § 68; L. 1988, ch. 99, § 32; Revived and amended, L. 1988, ch. 100, § 32; L. 1992, ch. 270, § 13; L. 2004, ch. 143, § 40; L. 2016, ch. 110, § 58; July 1.
(a) The district court, upon application of any stockholder, may appoint one or more persons to be custodians and, if the corporation is insolvent, to be receivers, of and for any corporation when:
(1) At any meeting held for the election of directors the stockholders are so divided that they have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors;
(2) the business of the corporation is suffering or is threatened with irreparable injury because the directors are so divided respecting the management of the affairs of the corporation that the required vote for action by the board of directors cannot be obtained and the stockholders are unable to terminate this division; or
(3) the corporation has abandoned its business and has failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets.
(b) A custodian appointed under this section shall have all the powers and title of a receiver appointed under K.S.A. 17-6901, and amendments thereto, but the authority of the custodian is to continue the business of the corporation and not to liquidate its affairs and distribute its assets, except when the court shall otherwise order and except in cases arising under subsection (a)(3) or K.S.A. 17-7212(a)(2), and amendments thereto.
(c) In the case of a charitable nonstock corporation, the applicant shall provide a copy of any application referred to in subsection (a) to the attorney general of the state of Kansas within one week of its filing with the district court.
History: L. 1972, ch. 52, § 69; L. 2016, ch. 110, § 59; July 1.
(a) The district court, in any proceeding instituted under K.S.A. 17-6501, 17-6505 or 17-6515, and amendments thereto, may determine the right and power of persons claiming to own stock to vote at any meeting of the stockholders.
(b) The court may: (1) Appoint a master to hold any election provided for in K.S.A. 17-6501, 17-6505 or 17-6515, and amendments thereto, under such orders and powers as it deems proper; (2) punish any officer or director for contempt in case of disobedience of any order made by the court; and (3) in case of disobedience by a corporation of any order made by the court, may enter a decree against such corporation for a penalty of not more than $5,000.
History: L. 1972, ch. 52, § 70; L. 1973, ch. 100, § 4; L. 2004, ch. 143, § 41; L. 2016, ch. 110, § 60; July 1.
(a) Unless otherwise provided in the articles of incorporation, any action required by this code to be taken at any annual or special meeting of stockholders of a corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation in the manner required by this section.
(b) Unless otherwise provided in the articles of incorporation, any action required by this code to be taken at a meeting of the members of a nonstock corporation, or any action that may be taken at any meeting of the members of a nonstock corporation, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, are signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted and shall be delivered to the corporation in the manner required by this section.
(c) A consent must be set forth in writing or in an electronic transmission. No consent shall be effective to take the corporate action referred to in such consent unless signed by a sufficient number of holders or members to take action are delivered to the corporation in the manner required by this section within 60 days of the first date when a consent is so delivered to the corporation. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such a consent will be effective at a future time, including a time determined upon the happening of an event, no later than 60 days after such instruction is given or such provision is made, if evidence of such instruction or provision is provided to the corporation. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective. All references to a "consent" in this section mean a consent permitted by this section.
(d) (1) A consent permitted by this section shall be delivered: (A) To the principal place of business of the corporation; (B) to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders or members are recorded; (C) to the registered office of the corporation in this state by hand or by certified or registered mail, return receipt requested; or (D) subject to paragraph (2), in accordance with K.S.A. 17-6016, and amendments thereto, to an information processing system, if any, designated by the corporation for receiving such consents.
(2) In the case of delivery pursuant to subsection (d)(1)(D), such consent must set forth or be delivered with information that enables the corporation to determine the date of delivery of such consent and the identity of the person giving such consent, and, if such consent is given by a person authorized to act for a stockholder or member as proxy, such consent must comply with the applicable provisions of K.S.A. 17-6502(c)(2) and (c)(3), and amendments thereto.
(3) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used. Such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. A consent may be documented and signed in accordance with K.S.A. 17-6016, and amendments thereto, and when so documented or signed shall be deemed to be in writing for purposes of this code. If such consent is delivered pursuant to subsection (d)(1)(A), (B) or (C), such consent must be reproduced and delivered in paper form.
(e) Prompt notice of the taking of any corporate action without a meeting by less than unanimous consent shall be given to those stockholders or members who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consent or consents signed by a sufficient number of stockholders or members to take the action were delivered to the corporation as provided in this section. In the event that the action that is consented to is such as would have required the filing of a certificate under any other section of this code, if such action had been voted on by stockholders or members at a meeting thereof, the certificate filed under such other section shall state, in lieu of any statement required by such section concerning any vote of stockholders or members, that consent has been given in accordance with the provisions of this section.
History: L. 1972, ch. 52, § 71; L. 1973, ch. 100, § 5; L. 2004, ch. 143, § 42; L. 2007, ch. 59, § 1; L. 2016, ch. 110, § 61; L. 2023, ch. 66, § 26; July 1.
Whenever notice is required to be given under any provision of this act or the articles of incorporation or bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the articles of incorporation or the bylaws.
History: L. 1972, ch. 52, § 72; L. 2004, ch. 143, § 43; January 1, 2005.
(a) Whenever notice is required to be given, under any provision of this act or of the articles of incorporation or bylaws of any corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting that is taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this act, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.
(b) Whenever notice is required to be given, under any provision of this act or the articles of incorporation or bylaws of any corporation, to any stockholder or, if the corporation is a nonstock corporation, to any member, to whom (1) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (2) all, and at least two payments, if sent by first class mail, of dividends or interest on securities during a 12-month period, have been mailed addressed to such person at such person's postal address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting that is taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth such person's then current postal address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any of the other sections of this chapter, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this subsection.
(c) The exception in subsection (b)(1) to the requirement that notice be given shall not be applicable to:
(1) Any notice returned as undeliverable if the notice was given by electronic transmission; or
(2) any stockholder or member whose electronic mail address appears on the records of the corporation and to whom notice by electronic transmission is not prohibited by K.S.A. 17-6522, and amendments thereto.
History: L. 1972, ch. 52, § 73; L. 1988, ch. 99, § 33; Revived and amended, L. 1988, ch. 100, § 33; L. 2004, ch. 143, § 44; L. 2023, ch. 66, § 27; July 1.
(a) In advance of any meeting of stockholders, the corporation shall appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Before entering upon the discharge of the duties of inspector, each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector's ability.
(b) The inspectors shall:
(1) Ascertain the number of shares outstanding and the voting power of each;
(2) determine the shares represented at a meeting and the validity of proxies and ballots;
(3) count all votes and ballots;
(4) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and
(5) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.
(c) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the district court upon application by a stockholder determines otherwise.
(d) In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with K.S.A. 17-6501(f) or 17-6502(c)(2), and amendments thereto, or any information provided pursuant to K.S.A. 17-6501(a)(2)(B)(i) or (iii), and amendments thereto, ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection (b)(5) shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors' belief that such information is accurate and reliable.
(e) Unless otherwise provided in the articles of incorporation or bylaws, this section shall not apply to a corporation that does not have a class of voting stock that is:
(1) Listed on a national securities exchange;
(2) authorized for quotation on an interdealer quotation system of a registered national securities association; or
(3) held of record by more than 2,000 stockholders.
History: L. 2004, ch. 143, § 45; L. 2016, ch. 110, § 62; July 1.
(a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this code or the articles of incorporation or bylaws may be given in writing directed to the stockholder's postal address, or by electronic transmission directed to the stockholder's electronic mail address, as applicable, as it appears on the records of the corporation and shall be given: (1) If mailed, when the notice is deposited in the U.S. mail, postage prepaid; (2) if delivered by courier service, the earlier of when the notice is received or left at such stockholder's address; or (3) if given by electronic mail, when directed to such stockholder's electronic mail address unless the stockholder has notified the corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by subsection (e). A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the corporation.
(b) Without limiting the manner by which notice otherwise may be given effectively to stockholders, but subject to subsection (e), any notice to stockholders given by the corporation under any provision of this code or the articles of incorporation or bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice or electronic transmission to the corporation. A corporation may give a notice by electronic mail in accordance with subsection (a) without obtaining the consent required by this subsection.
(c) Notice given pursuant to subsection (b) shall be deemed given:
(1) If by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;
(2) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of:
(A) Such posting; and
(B) the giving of such separate notice; and
(3) if by any other form of electronic transmission, when directed to the stockholder.
(d) For purposes of this code:
(1) "Electronic transmission" means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases or one or more distributed electronic networks or databases, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process;
(2) "electronic mail" means an electronic transmission directed to a unique electronic mail address, including any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the corporation who is available to assist with accessing such files and information; and
(3) "electronic mail address" means a destination, commonly expressed as a string of characters, consisting of a unique username or mailbox, commonly referred to as the "local part" of the address, and a reference to an internet domain, commonly referred to as the "domain part" of the address, whether or not displayed, to which electronic mail can be sent or delivered.
(e) Notwithstanding the provisions of this section, a notice shall not be given by an electronic transmission from and after the time that the corporation is unable to deliver by such electronic transmission two consecutive notices given by the corporation and such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice, but the inadvertent failure to discover such inability shall not invalidate any meeting or other action.
(f) An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the corporation that notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated in the affidavit.
(g) No provision of this section, except for subsections (a)(1), (d)(2) and (d)(3), shall apply to K.S.A. 17-6414, 17-6906, 17-7001 or 17-7002, and amendments thereto.
History: L. 2004, ch. 143, § 46; L. 2016, ch. 110, § 63; L. 2023, ch. 66, § 28; July 1.
(a) Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation under any provision of this chapter, the articles of incorporation or the bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation.
(b) Any stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice permitted under subsection (a), shall be deemed to have consented to receiving such single written notice.
(c) This section shall not apply to K.S.A. 17-6414, 17-6906, 17-7001, and 17-7002, and amendments thereto.
History: L. 2004, ch. 143, § 92; L. 2016, ch. 110, § 64; July 1.
(a) Before a corporation has received any payment for any of its stock, it may amend its articles of incorporation at any time or times, in any and as many respects as may be desired, so long as its articles of incorporation, as amended, would contain only such provisions as it would be lawful and proper to insert in an original articles of incorporation filed at the time of filing the amendment.
(b) The amendment of the articles of incorporation authorized by this section shall be adopted by a majority of the incorporators, if directors were not named in the original articles of incorporation or have not yet been elected, or, if directors were named in the original articles of incorporation or have been elected and have qualified, by a majority of the directors. A certificate setting forth the amendment and certifying that the corporation has not received any payment for any of its stock, or that the corporation has no members, as applicable, and that the amendment has been duly adopted in accordance with the provisions of this section shall be executed and filed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto. Upon the effectiveness of such filing, the corporation's articles of incorporation shall be deemed to be amended accordingly as of the date on which the original articles of incorporation became effective except as to those persons who are substantially and adversely affected by the amendment and as to those persons the amendment shall be effective from the filing date.
(c) This section shall apply to a nonstock corporation before such corporation has any members, except that all references to directors shall be deemed to be references to members of the governing body of the corporation.
History: L. 1972, ch. 52, § 74; L. 1988, ch. 99, § 34; Revived and amended, L. 1988, ch. 100, § 34; L. 1999, ch. 39, § 11; L. 2000, ch. 39, § 24; L. 2015, ch. 65, § 1; L. 2016, ch. 110, § 65; July 1.
(a) After a corporation has received payment for any of its capital stock, or after a nonstock corporation has members, 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, subdivision, combination 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, subdivision, combination or cancellation. In particular, 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;
(2) to change, substitute, enlarge or diminish the nature of its business or its corporate powers and purposes;
(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 decreasing the number of shares, or by subdividing or combining the outstanding shares of any class or series into a greater or lesser number of outstanding shares;
(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;
(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;
(6) to change the period of its duration. Any or all such changes or alterations may be effected by one certificate of amendment; or
(7) to delete: (A) 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 (B) such provisions contained in any amendment to the articles of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination or cancellation has become effective.
(b) Every amendment authorized 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 entitled to vote for the consideration of such amendment or directing that the amendment proposed be considered at the next annual meeting of the stockholders, except that unless otherwise expressly required by the articles of incorporation, no meeting or vote of stockholders shall be required to adopt an amendment that effects only changes described in subsection (a)(1) or (a)(7). 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 unless such notice constitutes a notice of internet availability of proxy materials under the rules promulgated under the securities exchange act of 1934. At the meeting a vote of the stockholders entitled to vote thereon shall be taken for and against any proposed amendment that requires adoption by stockholders. If no vote of stockholders is required to effect such amendment, or 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 have 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 executed and filed, and shall become effective, in accordance with K.S.A. 17-7908 through 17-7911, 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 authorized 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 does not affect the entire class, then only the shares of the series affected by the amendment shall be considered a separate class for the purposes of this subsection. 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 thereof then outstanding, by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote irrespective of this paragraph, if so provided in the original articles of incorporation, in any amendment thereto which created such class or classes of stock or which was adopted prior to the issuance of any shares of 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 is a nonstock corporation, then the governing body of the corporation shall adopt a resolution setting forth the amendment proposed and declaring its advisability. If a majority of all the members of the governing body shall vote in favor of such amendment, a certificate thereof shall be executed and filed, and shall become effective, in accordance with K.S.A. 17-7908 through 17-7911, and amendments thereto. The articles of incorporation of any nonstock corporation 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 such proposed amendment shall be submitted to the members or to any specified class of members of such corporation 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. In the event of the adoption of such amendment, a certificate evidencing such amendment shall be executed and filed and shall become effective in accordance with K.S.A. 17-7908 through 17-7911, and amendments thereto.
(4) Whenever the articles of incorporation shall require for action by the board of directors of a corporation other than a nonstock corporation or by the governing body of a nonstock corporation, by the holders of any class or series of shares or by the members, 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 code, the provision of the articles of incorporation requiring such greater vote shall not be altered, amended or repealed except by such greater vote.
(c) The resolution authorizing a proposed amendment to the articles of incorporation may provide that at any time prior to the effectiveness of 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 governing body may abandon such proposed amendment without further action by the stockholders or members.
History: L. 1972, ch. 52, § 75; L. 1973, ch. 100, § 6; L. 1988, ch. 99, § 35; Revived and amended, L. 1988, ch. 100, § 35; L. 1992, ch. 270, § 14; L. 1995, ch. 85, § 1; L. 1999, ch. 39, § 12; L. 2000, ch. 39, § 25; L. 2015, ch. 65, § 2; L. 2016, ch. 110, § 66; July 1.
(a) A corporation, by resolution of its board of directors, may retire any shares of its capital stock that are issued but are not outstanding.
(b) Whenever any shares of the capital stock of a corporation are retired, they shall resume the status of authorized and unissued shares of the class or series to which they belong unless the articles of incorporation otherwise provides. If the articles of incorporation prohibits the reissuance of such shares, or prohibits the reissuance of such shares as a part of a specific series only, a certificate stating that reissuance of the shares, as part of the class or series, is prohibited, identifying the shares and reciting that their retirement shall be executed and filed and shall become effective in accordance with K.S.A. 17-7908 through 17-7911, and amendments thereto. When such certificate becomes effective, it shall have the effect of amending the articles of incorporation so as to reduce accordingly the number of authorized shares of the class or series to which such shares belong or, if such retired shares constitute all of the authorized shares of the class or series to which they belong, of eliminating from the articles of incorporation all reference to such class or series of stock.
(c) If the capital of the corporation shall be reduced by or in connection with the retirement of shares, the reduction of capital shall be effected pursuant to K.S.A. 17-6604, and amendments thereto.
History: L. 1972, ch. 52, § 76; L. 1986, ch. 399, § 9; L. 1988, ch. 99, § 36; Revived and amended, L. 1988, ch. 100, § 36; L. 2000, ch. 39, § 26; L. 2016, ch. 110, § 67; July 1.
(a) A corporation, by resolution of its board of directors, may reduce its capital in any of the following ways by:
(1) Reducing or eliminating the capital represented by shares of capital stock which have been retired;
(2) applying to an otherwise authorized purchase or redemption of outstanding shares of its capital stock some or all of the capital represented by the shares being purchased or redeemed, or any capital that has not been allocated to any particular class of its capital stock;
(3) applying to an otherwise authorized conversion or exchange of outstanding shares of its capital stock some or all of the capital represented by the shares being converted or exchanged, or some or all of any capital that has not been allocated to any particular class of its capital stock, or both, to the extent that such capital in the aggregate exceeds the total aggregate par value or the stated capital of any previously unissued shares issuable upon such conversion or exchange; or
(4) transferring to surplus: (A) Some or all of the capital not represented by any particular class of its capital stock; (B) some or all of the capital represented by issued shares of its par value capital stock, which capital is in excess of the aggregate par value of such shares; or (C) some of the capital represented by issued shares of its capital stock without par value.
(b) Notwithstanding the other provisions of this section, no reduction of capital shall be made or effected unless the assets of the corporation remaining after such reduction shall be sufficient to pay any debts of the corporation for which payment has not been otherwise provided. No reduction of capital shall release any liability of any stockholder whose shares have not been fully paid.
History: L. 1972, ch. 52, § 77; L. 1988, ch. 99, § 37; Revived and amended, L. 1988, ch. 100, § 37; L. 2004, ch. 143, § 47; January 1, 2005.
(a) Whenever it is 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 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. Such corporation may at the same time also further amend its articles of incorporation by adopting a restated articles of incorporation.
(b) If the restated articles of incorporation merely restate and integrate but do not further amend the articles of incorporation, as theretofore 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 directors and submitted by them to the stockholders for adoption, in which case the procedure and vote required, if any, by K.S.A. 17-6602, and amendments 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 corporation 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 designated as such in the 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 directors without a vote of the stockholders unless adopted pursuant to the provisions of K.S.A. 17-6601, and amendments thereto, or without vote of the members pursuant to K.S.A. 17-7910, and amendments thereto, they shall state that they only restate and integrate and do not further amend, except, if applicable, as permitted under K.S.A. 17-6002(a)(1) and (b)(1), and amendments thereto, 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 incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock if such change, exchange, reclassification, subdivision, combination or cancellation has become effective. Any such omissions shall not be deemed a further amendment.
(d) Any restated articles of incorporation shall be executed and filed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto, and upon such restated articles of incorporation becoming effective in accordance with K.S.A. 17-7911, and amendments thereto. The corporation's original articles of incorporation, as theretofore amended or supplemented, shall be superseded and the restated articles of incorporation, including any further amendments or changes made thereby, shall be the articles of incorporation of the corporation, but the original date of incorporation shall remain unchanged.
(e) Any amendment or change effected in connection with the restatement and integration of the articles of incorporation shall be subject to any other provision of this code, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
History: L. 1972, ch. 52, § 78; L. 1988, ch. 99, § 38; Revived and amended, L. 1988, ch. 100, § 38; L. 1999, ch. 39, § 13; L. 2000, ch. 39, § 27; L. 2004, ch. 143, § 48; L. 2016, ch. 110, § 68; July 1.
(a) Any two or more corporations of this state may merge into a single surviving corporation that may be any one of the constituent corporations or may consolidate into a new resulting corporation formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section.
(b) The board of directors of each corporation that desires to merge or consolidate shall adopt a resolution approving an agreement of merger or consolidation and declaring its advisability. The agreement shall state: (1) The terms and conditions of the merger or consolidation; (2) the mode of carrying the same into effect; (3) in the case of a merger, such amendments or changes in the articles of incorporation of the surviving corporation as are desired to be effected by the merger, which may amend and restate the articles of incorporation of the surviving corporation in their entirety, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be its articles of incorporation; (4) in the case of a consolidation, that the articles of incorporation of the resulting corporation shall be as are set forth in an attachment to the agreement; (5) the manner, if any, of converting the shares of each of the constituent corporations into shares or other securities of the corporation surviving or resulting from the merger or consolidation, or of cancelling some or all of such shares and, if any shares of any of the constituent corporations are not to remain outstanding, to be converted solely into shares or other securities of the surviving or resulting corporation or to be cancelled, the cash, property, rights or securities of any other corporation or entity that the holders of such shares are to receive in exchange for, or upon conversion of, such shares and the surrender of any certificates evidencing them, and such cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of shares or other securities of the surviving or resulting corporation; and (6) such other details or provisions as are deemed desirable, including, without limiting the generality of this subsection, a provision for the payment of cash in lieu of the issuance or recognition of fractional shares or rights or other securities of the surviving or resulting corporation or of any other corporation or entity the shares, rights or other securities of which are to be received in the merger or consolidation, or for any other arrangement with respect thereto, consistent with the provisions of K.S.A. 17-6405, and amendments thereto. The agreement so adopted shall be executed by an authorized person, except that if the agreement is filed, it shall be executed in accordance with K.S.A. 17-7908, and amendments thereto. Any terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement if 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. "Facts," as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) (1) The agreement required by subsection (b) shall be submitted to the stockholders of each constituent corporation at an annual or special meeting for the purpose of acting on the agreement.
(2) Due notice of the time, place and purpose of the meeting shall be given to each holder of stock, whether voting or nonvoting, of the corporation at the stockholder's postal address as it appears on the records of the corporation, at least 20 days prior to the date of the meeting. The notice shall contain a copy of the agreement or a brief summary thereof.
(3) At the meeting the agreement shall be considered and a vote taken for its adoption or rejection. If a majority of the outstanding stock of the corporation entitled to vote thereon shall be voted for the adoption of the agreement, that fact shall be certified on the agreement by the secretary or assistant secretary of the corporation, except that such certification on the agreement shall not be required if a certificate of merger or consolidation is filed in lieu of filing the agreement. If the agreement shall be so adopted and certified by each constituent corporation, it shall then be filed, and shall become effective, in accordance with K.S.A. 17-7910 and 17-7911, and amendments thereto.
(4) In lieu of filing the agreement of merger or consolidation required by this section, the surviving or resulting corporation may file a certificate of merger or consolidation, executed in accordance with K.S.A. 17-7908, and amendments thereto, that states:
(A) The name and state of incorporation of each of the constituent corporations;
(B) that an agreement of merger or consolidation has been approved, adopted, certified and executed by each of the constituent corporations in accordance with this section;
(C) the name of the surviving or resulting corporation;
(D) in the case of a merger, such amendments or changes in the articles of incorporation of the surviving corporation as are desired to be effected by the merger, which may amend and restate the articles of incorporation of the surviving corporation in their entirety, or, if no such amendments or changes are desired, a statement that the articles of incorporation shall be the articles of incorporation of the surviving corporation;
(E) in the case of a consolidation, that the articles of incorporation of the resulting corporation shall be as are set forth in an attachment to the certificate;
(F) that the executed agreement of consolidation or merger is on file at the principal place of business of the surviving or resulting corporation, stating the address thereof; and
(G) that a copy of the agreement of consolidation or merger will be furnished by the surviving or resulting corporation, on request and without cost, to any stockholder of any constituent corporation.
(d) (1) Any agreement of merger or consolidation may contain a provision that at any time prior to the time that the agreement, or a certificate in lieu thereof, filed with the secretary of state becomes effective in accordance with K.S.A. 17-7911, and amendments thereto, the agreement may be terminated by the board of directors of any constituent corporation notwithstanding approval of the agreement by the stockholders of all or any of the constituent corporations; in the event the agreement of merger or consolidation is terminated after the filing of the agreement, or a certificate in lieu thereof, with the secretary of state but before the agreement, or a certificate in lieu thereof, has become effective, a certificate of termination of merger or consolidation shall be filed in accordance with K.S.A. 17-7910, and amendments thereto.
(2) Any agreement of merger or consolidation may contain a provision that the boards of directors of the constituent corporations may amend the agreement at any time prior to the time that the agreement, or a certificate in lieu thereof, filed with the secretary of state becomes effective in accordance with K.S.A. 17-7911, and amendments thereto, except that an amendment made subsequent to the adoption of the agreement by the stockholders of any constituent corporation shall not:
(A) Alter or change the amount or kind of shares, securities, cash, property or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such constituent corporation;
(B) alter or change any term of the articles of incorporation of the surviving or resulting corporation to be effected by the merger or consolidation; or
(C) alter or change any of the terms and conditions of the agreement if such alteration or change would adversely affect the holders of any class or series thereof of such constituent corporation. In the event the agreement of merger or consolidation is amended after the filing thereof with the secretary of state but before the agreement has become effective, a certificate of amendment of merger or consolidation shall be filed in accordance with K.S.A. 17-7910, and amendments thereto.
(e) In the case of a merger, the articles of incorporation of the surviving corporation shall automatically be amended to the extent, if any, that changes in the articles of incorporation are set forth in the agreement of merger.
(f) (1) Notwithstanding the requirements of subsection (c), unless required by its articles of incorporation, no vote of stockholders of a constituent corporation surviving a merger shall be necessary to authorize a merger if:
(A) The agreement of merger does not amend in any respect the articles of incorporation of such constituent corporation;
(B) each share of stock of such constituent corporation outstanding immediately prior to the effective date of the merger is to be an identical outstanding or treasury share of the surviving corporation after the effective date of the merger; and
(C) either no shares of common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, or the authorized unissued shares or the treasury shares of common stock of the surviving corporation to be issued or delivered under the plan of merger plus those initially issuable upon conversion of any other shares, securities or obligations to be issued or delivered under such plan do not exceed 20% of the shares of common stock of such constituent corporation outstanding immediately prior to the effective date of the merger.
(2) No vote of stockholders of a constituent corporation shall be necessary to authorize a merger or consolidation if no shares of the stock of such corporation shall have been issued prior to the adoption by the board of directors of the resolution approving the agreement of merger or consolidation.
(3) If an agreement of merger is adopted by the constituent corporation surviving the merger, by action of its board of directors and without any vote of its stockholders pursuant to this subsection, the secretary or assistant secretary of that corporation shall certify on the agreement that the agreement has been adopted pursuant to this subsection and:
(A) If it has been adopted pursuant to subsection (f)(1), that the conditions specified in that subsection have been satisfied; or
(B) if it has been adopted pursuant to subsection (f)(2), that no shares of stock of such corporation were issued prior to the adoption by the board of directors of the resolution approving the agreement of merger or consolidation.
(4) The agreement so adopted and certified shall then be executed and filed, and shall become effective, in accordance with K.S.A. 17-7908 through 17-7911, and amendments thereto. Such filing shall constitute a representation by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.
(g) Notwithstanding the requirements of subsection (c), unless expressly required by its articles of incorporation, no vote of stockholders of a constituent corporation shall be necessary to authorize a merger with or into a single direct or indirect wholly-owned subsidiary of such constituent corporation if:
(1) Such constituent corporation and the direct or indirect wholly-owned subsidiary of such constituent corporation are the only constituent entities to the merger;
(2) each share or fraction of a share of the capital stock of the constituent corporation outstanding immediately prior to the effective time of the merger is converted in the merger into a share or equal fraction of share of capital stock of a holding company having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, as the share of stock of the constituent corporation being converted in the merger;
(3) the holding company and the constituent corporation are corporations of this state and the direct or indirect wholly-owned subsidiary that is the other constituent entity to the merger is a corporation or limited liability company of this state;
(4) the articles of incorporation and bylaws of the holding company immediately following the effective time of the merger contain provisions identical to the articles of incorporation and bylaws of the constituent corporation immediately prior to the effective time of the merger, other than provisions, if any, regarding the incorporator or incorporators, the corporate name, the registered office and agent, the initial board of directors and the initial subscribers for shares and such provisions contained in any amendment to the articles of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination or cancellation has become effective;
(5) as a result of the merger the constituent corporation or its successor becomes or remains a direct or indirect wholly-owned subsidiary of the holding company;
(6) the directors of the constituent corporation become or remain the directors of the holding company upon the effective time of the merger;
(7) (A) with respect to a merger or consolidation consummated pursuant to an agreement entered into or resolutions of the board of directors adopted on or after July 1, 2023, the organizational documents of the surviving entity immediately following the effective time of the merger contain provisions requiring that:
(i) Any act or transaction by or involving the surviving entity, other than the election or removal of directors or managers, managing members or other members of the governing body of the surviving entity, that, if taken by the constituent corporation immediately prior to the effective time of the merger, would require, for its adoption under this code or under the articles of incorporation or bylaws of the constituent corporation immediately prior to the effective time of the merger, the approval of the stockholders of the constituent corporation shall, by specific reference to this subsection, require, in addition to approval of the stockholders or members of the surviving entity, the approval of the stockholders of the holding company, or any successor by merger, by the same vote as is required by this code or by the articles of incorporation or bylaws of the constituent corporation immediately prior to the effective time of the merger, or both. For purposes of this clause, any amendment of the organizational documents of a surviving entity that is not a corporation that would, if adopted by a corporation subject to this code, be required to be included in the articles of incorporation of such corporation, shall, by specific reference to this subsection, require, in addition, the approval of the stockholders of the holding company, or any successor by merger, by the same vote as is required by this code or by the articles of incorporation or bylaws of the constituent corporation immediately prior to the effective time of the merger, or both; and
(ii) the business and affairs of a surviving entity that is not a corporation shall be managed by or under the direction of a board of directors, board of managers or other governing body consisting of individuals who are subject to the same fiduciary duties applicable to, and who are liable for breach of such duties to the same extent as, directors of a corporation subject to this code; and
(B) with respect to mergers or consolidations consummated prior to July 1, 2023:
(i) The organizational documents of the surviving entity immediately following the effective time of the merger contain provisions identical to the articles of incorporation of the constituent corporation immediately prior to the effective time of the merger, other than provisions, if any, regarding the incorporator or incorporators, the corporate or entity name, the registered office and agent, the initial board of directors and the initial subscribers for shares, references to members rather than stockholders or shareholders, references to interests, units or the like rather than stock or shares, references to managers, managing members or other members of the governing body rather than directors and such provisions contained in any amendment to the articles of incorporation as were necessary to effect a change, exchange, reclassification, subdivision, combination or cancellation of stock, if such change, exchange, reclassification, subdivision, combination or cancellation has become effective;
(ii) if the organizational documents of the surviving entity do not contain the following provisions, such documents shall be amended in the merger to contain provisions requiring that:
(a) Any act or transaction by or involving the surviving entity, other than the election or removal of directors or managers, managing members or other members of the governing body of the surviving entity, that requires for its adoption under this code or its organizational documents the approval of the stockholders or members of the surviving entity shall, by specific reference to this subsection, require, in addition, the approval of the stockholders of the holding company, or any successor by merger, by the same vote as is required by this code or by the organizational documents of the surviving entity, or both. For purposes of this subclause, any surviving entity that is not a corporation shall include in such amendment a requirement that the approval of the stockholders of the holding company be obtained for any act or transaction by or involving the surviving entity, other than the election or removal of directors or managers, managing members or other members of the governing body of the surviving entity, that would require the approval of the stockholders of the surviving entity if the surviving entity were a corporation subject to this code;
(b) any amendment of the organizational documents of a surviving entity that is not a corporation that would, if adopted by a corporation subject to this code, be required to be included in the articles of incorporation of such corporation, shall require, by specific reference to this subsection, the approval of the stockholders of the holding company, or any successor by merger, by the same vote as is required by this code or by the organizational documents of the surviving entity or both; and
(c) the business and affairs of a surviving entity that is not a corporation shall be managed by or under the direction of a board of directors, board of managers or other governing body consisting of individuals who are subject to the same fiduciary duties applicable to, and who are liable for breach of such duties to the same extent as, directors of a corporation subject to this code; and
(iii) the organizational documents of the surviving entity may be amended in the merger to:
(a) Reduce the number of classes and shares of capital stock or other equity interests or units that the surviving entity is authorized to issue; and
(b) eliminate any provision authorized by K.S.A. 17-6301(d), and amendments thereto; and
(8) the stockholders of the constituent corporation do not recognize gain or loss for United States federal income tax purposes as determined by the board of directors of the constituent corporation. Neither subsection (g)(7) nor any provision of a surviving entity's organizational documents required by subsection (g)(7) shall be deemed or construed to require approval of the stockholders of the holding company to elect or remove directors or managers, managing members or other members of the governing body of the surviving entity.
"Organizational documents," as used in subsections (g)(7) and (g)(8), when used in reference to a corporation, means the articles of incorporation of such corporation and, when used in reference to a limited liability company, means the articles of organization or operating agreement of such limited liability company.
As used in this subsection, "holding company" means a corporation that, from its incorporation until consummation of a merger governed by this subsection, was at all times a direct or indirect wholly-owned subsidiary of the constituent corporation and whose capital stock is issued in such merger. From and after the effective time of a merger adopted by a constituent corporation by action of its board of directors and without any vote of stockholders pursuant to this subsection: (1) To the extent the restriction of K.S.A. 17-6427, and amendments thereto, applied to the constituent corporation and its stockholders at the effective time of the merger, such restrictions shall apply to the holding company and its stockholders immediately after the effective time of the merger as though it were the constituent corporation, and all shares of stock of the holding company acquired in the merger shall for purposes of K.S.A. 17-6427, and amendments thereto, be deemed to have been acquired at the time that the shares of stock of the constituent corporation converted in the merger were acquired. Any stockholder who immediately prior to the effective time of the merger was not an interested stockholder within the meaning of K.S.A. 17-6427, and amendments thereto, shall not solely by reason of the merger become an interested stockholder of the holding company; (2) if the corporate name of the holding company immediately following the effective time of the merger is the same as the corporate name of the constituent corporation immediately prior to the effective time of the merger, the shares of capital stock of the holding company into which the shares of capital stock of the constituent corporation are converted in the merger shall be represented by the stock certificates that previously represented shares of capital stock of the constituent corporation; and (3) to the extent a stockholder of the constituent corporation immediately prior to the merger had standing to institute or maintain derivative litigation on behalf of the constituent corporation, nothing in this section shall be deemed to limit or extinguish such standing. If an agreement of merger is adopted by a constituent corporation by action of its board of directors and without any vote of stockholders pursuant to this subsection, the secretary or assistant secretary of the constituent corporation shall certify on the agreement that the agreement has been adopted pursuant to this subsection and that the conditions specified in the first sentence of this subsection have been satisfied, except that such certification on the agreement shall not be required if a certificate of merger or consolidation is filed in lieu of filing the agreement. The agreement so adopted and certified shall then be executed, filed and become effective, in accordance with K.S.A. 17-7908 through 17-7911, and amendments thereto. Such filing shall constitute a representation by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.
(h) (1) Notwithstanding the requirements of subsection (c), unless expressly required by its articles of incorporation, no vote of stockholders of a constituent corporation that has a class or series of stock that is listed on a national securities exchange or held of record by more than 2,000 holders immediately prior to the execution of the agreement of merger by such constituent corporation shall be necessary to authorize a merger if:
(A) The agreement of merger expressly:
(i) Permits or requires such merger to be effected under this subsection; and
(ii) provides that such merger shall be effected as soon as practicable following the consummation of the offer referred to in subsection (h)(1)(B) if such merger is effected under this subsection;
(B) a corporation consummates an offer for all of the outstanding stock of such constituent corporation on the terms provided in such agreement of merger that, absent this subsection, would be entitled to vote on the adoption or rejection of the agreement of merger, except that such offer may be conditioned on the tender of a minimum number or percentage of shares of stock of such constituent corporation, or of any class or series thereof, and such offer may exclude any excluded stock. The corporation may consummate separate offers for separate classes or series of the stock of such constituent corporation;
(C) immediately following the consummation of the offer referred to in subsection (h)(1)(B), the stock irrevocably accepted for purchase or exchange pursuant to such offer and received by the depository prior to expiration of such offer, together with the stock otherwise owned by the consummating corporation or its affiliates and any rollover stock, equals at least such percentage of the shares of stock of such constituent corporation, and of each class or series thereof, that, absent this subsection, would be required to adopt the agreement of merger by this code and by the articles of incorporation of such constituent corporation;
(D) the corporation consummating the offer described in subsection (h)(1)(B) merges with or into such constituent corporation pursuant to such agreement; and
(E) each outstanding share, other than shares of excluded stock, of each class or series of stock of such constituent corporation that is the subject of and is not irrevocably accepted for purchase or exchange in the offer referred to in subsection (h)(1)(B) is to be converted in such merger into, or into the right to receive, the same amount and kind of cash, property, rights or securities to be paid for shares of such class or series of stock of such constituent corporation irrevocably accepted for purchase or exchange in such offer.
(2) As used in this subsection:
(A) "Affiliate" means, in respect of the corporation making the offer referred to in subsection (h)(1)(B), any person that:
(i) Owns, directly or indirectly, all of the outstanding stock of such corporation; or
(ii) is a direct or indirect wholly-owned subsidiary of such corporation or of any person referred to in clause (i);
(B) "consummates," and with correlative meaning, "consummation" and "consummating," means irrevocably accepts for purchase or exchange stock tendered pursuant to an offer;
(C) "depository" means an agent, including a depository, appointed to facilitate consummation of the offer referred to in subsection (h)(1)(B);
(D) "excluded stock" means:
(i) Stock of such constituent corporation that is owned at the commencement of the offer referred to in subsection (h)(1)(B) by such constituent corporation, the corporation making the offer referred to in subsection (h)(1)(B), any person that owns, directly or indirectly, all of the outstanding stock of the corporation making such offer or any direct or indirect wholly-owned subsidiary of any of the foregoing; and
(ii) rollover stock;
(E) "person" means any individual, corporation, partnership, limited liability company, unincorporated association or other entity; and
(F) "received," solely for purposes of subsection (h)(1)(C), means:
(i) With respect to certificated shares, physical receipt of a stock certificate accompanied by an executed letter of transmittal;
(ii) with respect to uncertificated shares held of record by a clearing corporation as nominee, transfer into the depository's account by means of an agent's message; and
(iii) with respect to uncertificated shares held of record by a person other than a clearing corporation as nominee, physical receipt of an executed letter of transmittal by the depository, except that shares shall cease to be "received" pursuant to the following:
(a) With respect to certificated shares, if the certificate representing such shares was canceled prior to consummation of the offer referred to in subsection (h)(1)(B); or
(b) with respect to uncertificated shares, to the extent such uncertificated shares have been reduced or eliminated due to any sale of such shares prior to consummation of the offer referred to in subsection (h)(1)(B); and
(G) "rollover stock" means any shares of stock of such constituent corporation that are the subject of a written agreement requiring such shares to be transferred, contributed or delivered to the consummating corporation or any of its affiliates in exchange for stock or other equity interests in such consummating corporation or an affiliate thereof, except that such shares of stock shall cease to be rollover stock for purposes of subsection (h)(1)(C) if, immediately prior to the time the merger becomes effective under this code, such shares have not been transferred, contributed or delivered to the consummating corporation or any of its affiliates pursuant to such written agreement.
(3) If an agreement of merger is adopted without the vote of stockholders of a corporation pursuant to this subsection, the secretary or assistant secretary of the surviving corporation shall certify on the agreement that the agreement has been adopted pursuant to this subsection and that the conditions specified in this subsection, other than the condition listed in subsection (h)(1)(D), have been satisfied, except that such certification on the agreement shall not be required if a certificate of merger is filed in lieu of filing the agreement. The agreement so adopted and certified shall then be executed and filed and shall become effective, in accordance with K.S.A. 17-7908 through 17-7911, and amendments thereto. Such filing shall constitute a representation by the person who executes the agreement that the facts stated in the certificate remain true immediately prior to such filing.
(4) This subsection shall be effective only with respect to merger agreements entered into on or after July 1, 2023. This subsection, prior to its amendment by this act, shall be effective with respect to merger agreements entered into before July 1, 2023.
History: L. 1972, ch. 52, § 79; L. 1986, ch. 399, § 10; L. 1988, ch. 99, § 39; Revived and amended, L. 1988, ch. 100, § 39; L. 1992, ch. 270, § 15; L. 1993, ch. 163, § 4; L. 1998, ch. 189, § 13; L. 2000, ch. 39, § 28; L. 2004, ch. 143, § 49; L. 2016, ch. 110, § 69; L. 2023, ch. 66, § 29; July 1.
(a) Any one or more corporations of this state may merge or consolidate with one or more foreign corporations unless the laws of the jurisdiction or jurisdictions under which such foreign corporation or corporations are organized prohibit such merger or consolidation. The constituent corporations may merge into a single surviving corporation, which may be any one of the constituent corporations, or they may consolidate into a new resulting corporation formed by the consolidation, which may be a corporation of the jurisdiction of organization of any one of the constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section.
(b) (1) All the constituent corporations shall enter into an agreement of merger or consolidation. The agreement shall state:
(A) The terms and conditions of the merger or consolidation;
(B) the mode of carrying the same into effect;
(C) in the case of a merger in which the surviving corporation is a domestic corporation, such amendments or changes in the articles of incorporation of the surviving corporation as are desired to be effected by the merger, which may amend and restate the articles of incorporation of the surviving corporation in its entirety, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be its articles of incorporation;
(D) in the case of a consolidation in which the resulting corporation is a domestic corporation, that the articles of incorporation of the resulting corporation shall be as is set forth in an attachment to the agreement;
(E) the manner, if any, of converting the shares of each of the constituent corporations into shares or other securities of the corporation surviving or resulting from the merger or consolidation, or of cancelling some or all of such shares, and, if any shares of any of the constituent corporations are not to remain outstanding, to be converted solely into shares or other securities of the surviving or resulting corporation or to be cancelled, the cash, property, rights or securities of any other corporation or entity that the holders of such shares are to receive in exchange for, or upon conversion of, such shares and the surrender of any certificates evidencing them, and such cash, property, rights or securities of any other corporation may be in addition to or in lieu of the shares or other securities of the surviving or resulting corporation;
(F) such other details or provisions as are deemed desirable, including, without limiting the generality of this paragraph, a provision for the payment of cash in lieu of the issuance or recognition of fractional shares, rights or other securities of the surviving or resulting corporation or of any other corporation or entity the shares, rights or other securities of which are to be received in the merger or consolidation, or for some other arrangement with respect thereto consistent with the provisions of K.S.A. 17-6405, and amendments thereto; and
(G) such other provisions or facts as shall be required to be set forth in an agreement of merger or consolidation, including any provision for amendment of the articles of incorporation, or equivalent document, of a surviving or resulting foreign corporation by the laws of each jurisdiction under which any of the foreign corporations are organized.
(2) Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement if 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. "Facts," as used in this paragraph, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement shall be adopted, approved, certified and executed by each of the constituent corporations in accordance with the laws under which it is organized, and, in the case of a domestic corporation, in the same manner as provided in K.S.A. 17-6701, and amendments thereto. The agreement shall be filed and shall become effective for all purposes of the laws of this state when and as provided in K.S.A. 17-6701, and amendments thereto, with respect to the merger or consolidation of corporations of this state. In lieu of filing the agreement of merger or consolidation, the surviving or resulting corporation may file a certificate of merger or consolidation, executed in accordance with K.S.A. 17-7908, and amendments thereto, that states:
(1) The name and jurisdiction of organization of each of the constituents;
(2) that an agreement of merger or consolidation has been approved, adopted, certified and executed by each of the constituent corporations in accordance with this section;
(3) the name of the surviving or resulting corporation;
(4) in the case of a merger in which the surviving corporation is a domestic corporation, such amendments or changes in the articles of incorporation of the surviving corporation as are desired to be effected by the merger, which may amend and restate the articles of incorporation of the surviving corporation in their entirety, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be its articles of incorporation;
(5) in the case of a consolidation in which the resulting corporation is a domestic corporation, that the articles of incorporation of the resulting corporation shall be as are set forth in an attachment to the certificate;
(6) that the executed agreement of consolidation or merger is on file at the principal place of business of the surviving or resulting corporation and the address thereof;
(7) that a copy of the agreement of consolidation or merger will be furnished by the surviving or resulting corporation, on request and without cost, to any stockholder of any constituent corporation;
(8) if the corporation surviving or resulting from the merger or consolidation is a domestic corporation, the authorized capital stock of each constituent corporation that is not a domestic corporation; and
(9) the agreement, if any, required by subsection (d).
(d) If the corporation surviving or resulting from the merger or consolidation is a foreign corporation, it shall agree that it may be served with process in this state in any proceeding for enforcement of any obligation of any constituent domestic corporation, as well as for enforcement of any obligation of the surviving or resulting corporation arising from the merger or consolidation, including any suit or other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to K.S.A. 17-6712, and amendments thereto, 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 postal address to which a copy of such process shall be mailed by the secretary of state. Process may be served upon the secretary of state under this subsection by means of electronic transmission but only as prescribed by the secretary of state. The secretary of state is authorized to adopt such rules and regulations with respect to such service as the secretary of state deems necessary or appropriate. In the event of such service upon the secretary of state in accordance with this subsection, the secretary of state shall immediately notify such surviving or resulting corporation thereof by letter, directed to such surviving or resulting corporation at its address so specified, unless such surviving or resulting corporation shall have designated in writing to the secretary of state a different address for such purpose, in which case it shall be mailed to the last address so designated. Such letter shall be sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served on the secretary of state pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the secretary of state that service is being effected pursuant to this subsection and to pay the secretary of state the sum of $40 for the use of the state. Such sum and any administrative fees shall be taxed as part of the costs of the proceeding if the plaintiff prevails. The secretary of state shall maintain a record of any such service in a manner deemed appropriate by the secretary. The secretary of state shall not be required to retain such information longer than five years from receipt of the service of process.
(e) K.S.A. 17-6701(d), and amendments thereto, shall apply to any merger or consolidation under this section. K.S.A. 17-6701(e), and amendments thereto, shall apply to a merger under this section in which the surviving corporation is a domestic corporation. K.S.A. 17-6701(f) and (h), and amendments thereto, shall apply to any merger under this section.
History: L. 1972, ch. 52, § 80; L. 1986, ch. 399, § 11; L. 1988, ch. 99, § 40; Revived and amended, L. 1988, ch. 100, § 40; L. 1992, ch. 270, § 16; L. 1998, ch. 189, § 14; L. 2000, ch. 39, § 29; L. 2004, ch. 143, § 50; L. 2016, ch. 110, § 70; L. 2023, ch. 66, § 30; July 1.
(a) In any case in which at least 90% of the outstanding shares of each class of the stock of a corporation or corporations, other than a corporation that has in its articles of incorporation the provisions required by K.S.A. 17-6701(g)(7), and amendments thereto, of which class there are outstanding shares that, absent this subsection, would be entitled to vote on such merger, is owned by a domestic corporation or a foreign corporation and one or more of such corporations is a domestic corporation, unless the laws of the jurisdiction or jurisdictions under which the foreign corporation or corporations are organized prohibit such merger, the parent corporation may either merge the subsidiary corporation or corporations into itself and assume all of its or their obligations, or merge itself, or itself and one or more of such other subsidiary corporations, into one of such subsidiary corporations by executing and filing, in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto, a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors to so merge and the date of the adoption thereof, except that in case the parent corporation shall not own all the outstanding stock of all the subsidiary corporations, parties to a merger as provided in this section, the resolution of the board of directors of the parent corporation shall state the terms and conditions of the merger, including the securities, cash, property or rights to be issued, paid, delivered or granted by the surviving corporation upon surrender of each share of the subsidiary corporation or corporations not owned by the parent corporation, or the cancellation of some or all of such shares. Any of the terms of the resolution of the board of directors to so merge may be made dependent upon facts ascertainable outside of such resolution if the manner in which such facts shall operate upon the terms of the resolution is clearly and expressly set forth in the resolution. "Facts," as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation. If the parent corporation is not the surviving corporation, the resolution shall include provision for the pro rata issuance of stock of the surviving corporation to the holders of the stock of the parent corporation on surrender of any certificates therefor, and the certificate of ownership and merger shall state that the proposed merger has been approved by a majority of the outstanding stock of the parent corporation entitled to vote thereon at a meeting duly called and held after 20 days' notice of the purpose of the meeting given to each such stockholder at the stockholder's postal address as it appears on the records of the corporation, if the parent corporation is a domestic corporation, or the certificate shall state that the proposed merger has been adopted, approved, certified and executed by the parent corporation in accordance with the laws under which it is organized, if the parent corporation is a foreign corporation.
(b) If the surviving corporation is a foreign corporation:
(1) K.S.A. 17-6702(d) or 17-6708(c), and amendments thereto, as applicable, shall also apply to a merger under this section; and
(2) the terms and conditions of the merger shall obligate the surviving corporation to provide the agreement and take the actions required by K.S.A. 17-6702(d) or 17-6708(c), and amendments thereto, as applicable.
(c) If the surviving corporation is a domestic corporation, it may change its corporate name by the inclusion of a provision to that effect in the resolution of merger adopted by the directors of the parent corporation and set forth in the certificate of ownership and merger, and upon the effective date of the merger, the name of the corporation shall be changed.
(d) K.S.A. 17-6701(d), and amendments thereto, shall apply to a merger under this section and K.S.A. 17-6701(e), and amendments thereto, shall apply to a merger under this section in which the surviving corporation is the subsidiary corporation and is a domestic corporation. References to "agreement of merger" in K.S.A. 17-6701(d) and (e), and amendments thereto, shall mean, for purposes of this subsection, the resolution of merger adopted by the board of directors of the parent corporation. Any merger that effects any changes other than those authorized by this section or made applicable by this subsection shall be accomplished under the provisions of K.S.A. 17-6701, 17-6702, 17-6707 or 17-6708, and amendments thereto. K.S.A. 17-6712, and amendments thereto, shall not apply to any merger effected under this section, except as provided in subsection (e).
(e) In the event all of the stock of a subsidiary domestic corporation party to a merger effected under this section is not owned by the parent corporation immediately prior to the merger, the stockholders of the subsidiary domestic corporation party to the merger shall have appraisal rights as set forth in K.S.A. 17-6712, and amendments thereto.
(f) This section shall apply to nonstock corporations if the parent corporation is such a corporation and is the surviving corporation of the merger, except that references to the directors of the parent corporation shall be deemed to be references to members of the governing body of the parent corporation, and references to the board of directors of the parent corporation shall be deemed to be references to the governing body of the parent corporation.
(g) Nothing in this section shall be deemed to authorize the merger of a corporation with a charitable nonstock corporation, if the charitable status of such charitable nonstock corporation would thereby be lost or impaired.
History: L. 1972, ch. 52, § 81; L. 1986, ch. 399, § 12; L. 1988, ch. 99, § 41; Revived and amended, L. 1988, ch. 100, § 41; L. 1992, ch. 270, § 17; L. 1998, ch. 189, § 15; L. 2000, ch. 39, § 30; L. 2004, ch. 143, § 51; L. 2016, ch. 110, § 71; L. 2023, ch. 66, § 31; July 1.
Revisor's Note: Section was amended twice in 1992 session, see also 17-6704a.
History: L. 1972, ch. 52, § 82; L. 1988, ch. 99, § 42; Revived and amended, L. 1988, ch. 100, § 42; L. 1992, ch. 270, § 18; L. 1993, ch. 163, § 5; L. 1998, ch. 189, § 16; L. 2000, ch. 39, § 31; L. 2004, ch. 143, § 52; Repealed, L. 2016, ch. 110, § 144; July 1.
History: L. 1972, ch. 52, § 82; L. 1988, ch. 99, § 42; Revived and amended, L. 1988, ch. 100, § 42; L. 1992, ch. 72, § 6; Repealed, L. 1993, ch. 163, § 9; July 1.
(a) Any two or more nonstock corporations of this state, whether or not organized for profit, may merge into a single surviving corporation, which may be any one of the constituent corporations, or they may consolidate into a new resulting nonstock corporation, whether or not organized for profit, formed by the consolidation, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section.
(b) Subject to subsection (d), the governing body of each corporation that desires to merge or consolidate shall adopt a resolution approving an agreement of merger or consolidation, and the agreement shall be executed by an authorized person in accordance with K.S.A. 17-7908, and amendments thereto, and if the agreement is filed, it shall be filed in accordance with K.S.A. 17-7910, and amendments thereto. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) the mode of carrying the same into effect;
(3) in the case of a merger, such amendments or changes in the articles of incorporation of the surviving corporation as are desired to be effected by the merger, which may amend and restate the articles of incorporation of the surviving corporation in its entirety, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be its articles of incorporation;
(4) in the case of a consolidation, that the articles of incorporation of the resulting corporation shall be as set forth in an attachment to the agreement;
(5) the manner, if any, of converting the memberships or membership interests of each of the constituent corporations into memberships or membership interests of the corporation surviving or resulting from the merger or consolidation, or of cancelling some or all of such memberships or membership interests, and, if any memberships or membership interests of any of the constituent corporations are not to remain outstanding, to be converted solely into memberships or membership interests of the surviving or resulting corporation, or to be cancelled, the cash, property, rights or securities of any other corporation or entity that the holders of such memberships or membership interests are to receive in exchange for, or upon conversion of, such memberships or membership interests and such cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of memberships or membership interests of the surviving or resulting corporation; and
(6) such other details or provisions as are deemed desirable, including, but not limited to, a provision for the payment of cash in lieu of the issuance or recognition of fractional shares, rights or other securities of any other corporation or entity the shares, rights or other securities of which are to be received in the merger or consolidation, or for some other arrangement with respect thereto, consistent with K.S.A. 17-6405, and amendments thereto. Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement if 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. "Facts," as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) Subject to subsection (d), the agreement shall be submitted to the members of each constituent corporation at an annual or special meeting thereof for the purpose of acting on the agreement. Due notice of the time, place and purpose of the meeting shall be given to each member of each such corporation who has the right to vote for the election of the members of the governing body of the corporation and to each other member who is entitled to vote on the merger under the articles of incorporation or bylaws of such corporation, at the member's postal address as it appears on the records of the corporation, at least 20 days prior to the date of the meeting. The notice shall contain a copy of the agreement or a brief summary thereof. At the meeting the agreement shall be considered and a vote, in person or by proxy, taken for the adoption or rejection of the agreement. The following vote shall be required for the adoption of the agreement: (1) A majority of the members of each corporation entitled to vote for the election of the members of the governing body of the corporation and any other members entitled to vote on the merger under the articles of incorporation or bylaws of the corporation, except those corporations that are the subject of paragraph (2); or (2) in the case of a nonstock, nonprofit corporation, other than a nonprofit dental service corporation organized and operated under the nonprofit dental service corporation act, a majority of the members of each corporation entitled to vote for the election of the members of the governing body of the corporation and any other members entitled to vote on the merger under the articles of incorporation or bylaws of the corporation voting at the meeting. If the agreement is so adopted, that fact shall be certified on the agreement by the officer of each such corporation performing the duties ordinarily performed by the secretary or assistant secretary of a corporation, except that such certification on the agreement shall not be required if a certificate of merger or consolidation is filed in lieu of filing the agreement. If the agreement is adopted and certified by each constituent corporation in accordance with this section, it shall be executed and filed, and shall become effective, in accordance with K.S.A. 17-7908 through 17-7911, and amendments thereto. The provisions set forth in the last sentence of K.S.A. 17-6701(c), and amendments thereto, shall apply to a merger under this section, and the reference in such sentence to "stockholder" shall include "member" as used in this section.
(d) Notwithstanding subsection (b) or (c), if under the articles of incorporation or bylaws of any one or more of the constituent corporations, there shall be no members who have the right to vote for the election of the members of the governing body of the corporation, or for the merger, other than the members of the governing body themselves, no further action by the governing body or the members of such corporation shall be necessary if the resolution approving an agreement of merger or consolidation has been adopted by a majority of all the members of the governing body thereof, and that fact shall be certified on the agreement in the same manner as is provided in the case of the adoption of the agreement by the vote of the members of a corporation, except that such certification on the agreement shall not be required if a certificate of merger or consolidation is filed in lieu of filing the agreement, and thereafter the same procedure shall be followed to consummate the merger or consolidation.
(e) K.S.A. 17-6701(d), and amendments thereto, shall apply to a merger under this section, except that references to the board of directors, to stockholders, and to shares of a constituent corporation shall be deemed to be references to the governing body of the corporation, to members of the corporation, and to memberships or membership interests, as applicable, respectively.
(f) K.S.A. 17-6701(e), and amendments thereto, shall apply to a merger under this section.
(g) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation into a nonstock corporation if such charitable nonstock corporation would thereby have its charitable status lost or impaired, but a nonstock corporation may be merged into a charitable nonstock corporation that shall continue as the surviving corporation.
History: L. 1972, ch. 52, § 83; L. 1988, ch. 99, § 43; Revived and amended, L. 1988, ch. 100, § 43; L. 1992, ch. 177, § 1; L. 1993, ch. 163, § 6; L. 1998, ch. 189, § 17; L. 2000, ch. 39, § 32; L. 2004, ch. 143, § 53; L. 2016, ch. 110, § 72; L. 2023, ch. 66, § 32; July 1.
(a) Any one or more nonstock corporations of this state may merge or consolidate with one or more foreign nonstock corporations unless the laws of the jurisdiction or jurisdictions under which such foreign nonstock corporation or corporations are organized prohibit such merger or consolidation. The constituent corporations may merge into a single surviving corporation, which may be any one of the constituent corporations, or they may consolidate into a new resulting nonstock corporation formed by the consolidation, which may be a corporation of the jurisdiction of organization of any one of the constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section. As used in this subsection, "foreign nonstock corporation" means a corporation organized under the laws of any jurisdiction other than this state.
(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) in the case of a merger in which the surviving corporation is a domestic corporation, such amendments or changes in the articles of incorporation of the surviving corporation as are desired to be effected by the merger, which may amend and restate the articles of incorporation of the surviving corporation in its entirety, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be its articles of incorporation;
(4) in the case of a consolidation in which the resulting corporation is a domestic corporation, that the articles of incorporation of the resulting corporation shall be as is set forth in an attachment to the agreement;
(5) the manner, if any, of converting the memberships or membership interests of each of the constituent corporations into memberships or membership interests of the corporation surviving or resulting from the merger or consolidation, or of cancelling some or all of such memberships or membership interests, and, if any memberships or membership interests of any of the constituent corporations are not to remain outstanding, to be converted solely into memberships or membership interests of the surviving or resulting corporation or to be cancelled, the cash, property, rights or securities of any other corporation or entity that the holders of such memberships or membership interests are to receive in exchange for, or upon conversion of, such memberships or membership interests and such cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of memberships or membership interests of the surviving or resulting corporation;
(6) such other details or provisions as are deemed desirable, including, without limiting the generality of this subsection, a provision for the payment of cash in lieu of the issuance or recognition of fractional shares, rights or other securities of any other corporation or entity the shares, rights or other securities of which are to be received in the merger or consolidation, or for some other arrangement with respect thereto, consistent with K.S.A. 17-6405, and amendments thereto; and
(7) such other provisions or facts as shall be required to be set forth in an agreement of merger or consolidation, including any provision for amendment of the articles of incorporation, or equivalent document, of a surviving foreign nonstock corporation by the laws of each jurisdiction under which any of the foreign nonstock corporations are organized. Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement, if 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. "Facts," as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement shall be adopted, approved, certified and executed by each of the constituent corporations in accordance with the laws under which it is organized and, in the case of a domestic corporation, in the same manner as is provided in K.S.A. 17-6705, and amendments thereto. The agreement shall be filed and shall become effective for all purposes of the laws of this state when and as provided in K.S.A. 17-6705, and amendments thereto, with respect to the merger of nonstock corporations of this state. Insofar as they may be applicable, the provisions set forth in the last sentence of K.S.A. 17-6702(c), and amendments thereto, shall apply to a merger under this section, and the reference in such sentence to "stockholder" shall include "member" as used in this section.
(d) If the corporation surviving or resulting from the merger or consolidation is a foreign nonstock corporation, it shall agree that it may be served with process in this state in any proceeding for enforcement of any obligation of any constituent domestic 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 suit or other proceedings and shall specify the postal address to which a copy of such process shall be mailed by the secretary of state. Process may be served upon the secretary of state under this subsection by means of electronic transmission but only as prescribed by the secretary of state. The secretary of state is authorized to issue such rules and regulations with respect to such service as the secretary of state deems necessary or appropriate. In the event of such service upon the secretary of state in accordance with this subsection, the secretary of state shall immediately notify such surviving or resulting corporation thereof by letter, directed to such corporation at its address so specified, unless such surviving or resulting corporation shall have designated in writing to the secretary of state a different address for such purpose, in which case it shall be mailed to the last address so designated. Such letter shall be sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served upon the secretary of state. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the secretary of state that service is being made pursuant to this subsection, and to pay the secretary of state the sum of $50 for the use of the state. Such sum and any administrative fees shall be taxed as a part of the costs in the proceeding if the plaintiff prevails. The secretary of state shall maintain a record of any such service in a manner deemed appropriate by the secretary. The secretary of state shall not be required to retain such information for a period longer than five years from receipt of the service of process.
(e) K.S.A. 17-6701(e), and amendments thereto, shall apply to a merger under this section, if the corporation surviving the merger is a domestic corporation.
(f) K.S.A. 17-6701(d), and amendments thereto, shall apply to a merger under this section, except that references to the board of directors, to stockholders, and to shares of a constituent corporation shall be deemed to be references to the governing body of the corporation, to members of the corporation, and to memberships or membership interests, as applicable, respectively.
(g) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation into a nonstock corporation, if the charitable status of such charitable nonstock corporation would thereby be lost or impaired, but a nonstock corporation may be merged into a charitable nonstock corporation that shall continue as the surviving corporation.
History: L. 1972, ch. 52, § 84; L. 1988, ch. 99, § 44; Revived and amended, L. 1988, ch. 100, § 44; L. 1992, ch. 270, § 19; L. 1993, ch. 163, § 7; L. 1999, ch. 39, § 14; L. 2000, ch. 39, § 33; L. 2004, ch. 143, § 54; L. 2016, ch. 110, § 73; L. 2023, ch. 66, § 33; July 1.
(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 surviving corporation, which may be any one of the constituent corporations, or they may consolidate into a new resulting 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 resulting 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 that desires to merge or consolidate and the governing body of each nonstock corporation that desires to merge or consolidate shall adopt a resolution approving an agreement of merger or consolidation. The agreement shall state:
(1) The terms and conditions of the merger or consolidation;
(2) the mode of carrying the same into effect;
(3) in the case of a merger, such amendments or changes in the articles of incorporation of the surviving corporation as are desired to be effected by the merger, which may amend and restate the articles of incorporation of the surviving corporation in its entirety, or, if no such amendments or changes are desired, a statement that the articles of incorporation of the surviving corporation shall be its articles of incorporation;
(4) in the case of a consolidation, that the articles of incorporation of the resulting corporation shall be as is set forth in an attachment to the agreement;
(5) the manner, if any, of converting the shares of stock of a stock corporation and the memberships or membership interests of a nonstock corporation into shares or other securities of a stock corporation or memberships or membership interests of a nonstock corporation surviving or resulting from such merger or consolidation or of cancelling some or all of such shares or memberships or membership interests, and, if any shares of any such stock corporation or memberships or membership interests of any such nonstock corporation are not to remain outstanding, to be converted solely into shares or other securities of the stock corporation or memberships or membership interests of the nonstock corporation surviving or resulting from such merger or consolidation or to be cancelled, the cash, property, rights or securities of any other corporation or entity that the holders of shares of any such stock corporation or memberships or membership interests of any such nonstock corporation are to receive in exchange for, or upon conversion of such shares or memberships or membership interests, and the surrender of any certificates evidencing them and such cash, property, rights or securities of any other corporation or entity may be in addition to or in lieu of shares or other securities of any stock corporation or memberships or membership interests of any nonstock corporation surviving or resulting from such merger or consolidation; and
(6) such other details or provisions as are deemed desirable, including, without limiting the generality of this subsection, a provision for the payment of cash in lieu of the issuance or recognition of fractional shares, rights or other securities of the surviving or resulting corporation or of any other corporation or entity the shares, rights or other securities of which are to be received in the merger or consolidation, or for some other arrangement with respect thereto, consistent with K.S.A. 17-6405, and amendments thereto.
Any of the terms of the agreement of merger or consolidation may be made dependent upon facts ascertainable outside of such agreement if 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. "Facts," as used in the preceding sentence, includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(c) The agreement required by subsection (b), in the case of each constituent stock corporation, shall be adopted, approved, certified and executed 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, certified and executed 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 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 corporations of this state. Insofar as they may be applicable, the provisions set forth in the last sentence of K.S.A. 17-6701(c), and amendments thereto, shall apply to a merger under this section, and the reference in such sentence to "stockholder" shall include "member" as used in this section.
(d) K.S.A. 17-6701(e), and amendments thereto, shall apply to a merger under this section and K.S.A. 17-6701(f), and amendments thereto, shall apply to any constituent stock corporation participating in a merger under this section.
(e) K.S.A. 17-6701(d), and amendments thereto, shall apply to a merger under this section, except that, for purposes of a constituent nonstock corporation, references to the board of directors, to stockholders, and to shares of a constituent corporation shall be deemed to be references to the governing body of the corporation, to members of the corporation, and to memberships or membership interests, as applicable, respectively.
(f) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation into a stock corporation, if the charitable status of such nonstock corporation would thereby be lost or impaired, but a stock corporation may be merged into a charitable nonstock corporation that shall continue as the surviving corporation.
History: L. 1972, ch. 52, § 85; L. 1988, ch. 99, § 45; Revived and amended, L. 1988, ch. 100, § 45; L. 1992, ch. 270, § 20; L. 1999, ch. 39, § 15; L. 2000, ch. 39, § 34; L. 2004, ch. 143, § 55; L. 2016, ch. 110, § 74; L. 2023, ch. 66, § 34; July 1.
(a) Any one or more corporations of this state, whether stock or nonstock corporations and whether or not organized for profit, may merge or consolidate with one or more foreign corporations unless the laws of the jurisdiction or jurisdictions under which such foreign corporation or corporations are organized prohibit such merger or consolidation. The constituent corporations may merge into a single surviving corporation, which may be any one of the constituent corporations, or they may consolidate into a resulting corporation formed by the consolidation, which may be a corporation of the jurisdiction of organization of any one of the constituent corporations, pursuant to an agreement of merger or consolidation, as the case may be, complying and approved in accordance with this section. The surviving or resulting corporation may be either a domestic or foreign stock corporation or a domestic or foreign nonstock corporation, as shall be specified in the agreement of merger or consolidation required by subsection (b). For purposes of this section, "foreign corporation" includes a stock or nonstock corporation organized under the laws of any jurisdiction other than this state.
(b) The method and procedure to be followed by the constituent corporations so merging or consolidating shall be as prescribed in K.S.A. 17-6707, and amendments thereto, in the case of domestic corporations. The agreement of merger or consolidation shall be as provided in K.S.A. 17-6707, and amendments thereto, and also set forth such other provisions or facts as shall be required to be set forth in an agreement of merger or consolidation, including any provision for amendment of the articles of incorporation, or equivalent document, of a surviving foreign corporation, by the laws of the jurisdiction or jurisdictions that are stated in the agreement to be the laws under which the foreign corporation or corporations are organized. The agreement, in the case of foreign corporations, shall be adopted, approved, certified and executed in accordance with the laws under which each is organized.
(c) The requirements of K.S.A. 17-6702(d), and amendments thereto, as to the appointment of the secretary of state to receive process and the manner of serving the same in the event the surviving or resulting corporation is a foreign corporation shall also apply to mergers or consolidations effected under this section and such appointment, if any, shall be included in the certificate of merger or consolidation, if any, filed pursuant to subsection (b). K.S.A. 17-6701(e), and amendments thereto, shall apply to mergers effected under this section if the surviving corporation is a domestic corporation. K.S.A. 17-6701(d), and amendments thereto, shall apply to any constituent corporation participating in a merger or consolidation under this section, except that for purposes of a constituent nonstock corporation, references to the board of directors, to stockholders, and to shares shall be deemed to be references to the governing body of the corporation, to members of the corporation, and to memberships or membership interests of the corporation, as applicable, respectively. K.S.A. 17-6701(f), and amendments thereto, shall apply to any constituent stock domestic corporation participating in a merger under this section.
(d) Nothing in this section shall be deemed to authorize the merger of a charitable nonstock corporation into a stock corporation, if the charitable status of such nonstock corporation would thereby be lost or impaired; but a stock corporation may be merged into a charitable nonstock corporation that shall continue as the surviving corporation.
History: L. 1972, ch. 52, § 86; L. 2000, ch. 39, § 35; L. 2016, ch. 110, § 75; L. 2023, ch. 66, § 35; July 1.
(a) No merger or consolidation shall become effective under this act until all corporate fees due to or assessable by the state have been paid by the constituent corporations. Any fees or taxes which become due to or assessable by the state with respect to any such constituent corporation, subsequent to the merger or consolidation, shall become the debt of the resulting or surviving corporation. When any merger or consolidation has become effective under this act, for all purposes of the laws of this state the separate existence of all the constituent corporations, or of all such constituent corporations except the one into which the other or others of such constituent corporations have been merged, as the case may be, shall cease and the constituent corporations shall become a new corporation, or be merged into one of such corporations, as the case may be, possessing all the rights, privileges, powers and franchises as well of a public as of a private nature, and being subject to all the restrictions, disabilities and duties of each of such corporations so merged or consolidated; and all and singular, the rights, privileges, powers and franchises of each of such corporations, and all property, real, personal and mixed, and all debts due to any of such constituent corporations on whatever account, as well for stock subscriptions as all other things in action or belonging to each of such corporations shall be vested in the corporation surviving or resulting from such merger or consolidation; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectually the property of the surviving or resulting corporation as they were of the several and respective constituent corporations, and the title to any real estate vested by deed or otherwise, under the laws of this state, in any of such constituent corporations, shall not revert or be in any way impaired by reason of this act; but all rights of creditors and all liens upon any property of any of such constituent corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective constituent corporations shall thenceforth attach to such surviving or resulting corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.
(b) In the case of a merger of banks or trust companies, without any order or action on the part of any court or otherwise, all appointments, designations and nominations, and all other rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee, receiver, trustee of estates of persons mentally ill and in every other fiduciary capacity, shall be automatically vested in the corporation surviving such merger, except that any party in interest shall have the right to apply to an appropriate court or tribunal for a determination as to whether the surviving corporation shall continue to serve in the same fiduciary capacity as the merged corporation, or whether a new and different fiduciary should be appointed.
History: L. 1972, ch. 52, § 87; L. 1973, ch. 100, § 7; L. 1988, ch. 99, § 46; Revived and amended, L. 1988, ch. 100, § 46; L. 2005, ch. 157, § 8; January 1, 2006.
When two or more corporations are merged or consolidated, the corporation surviving or resulting from the merger or consolidation may issue bonds or other obligations, negotiable or otherwise, and with or without coupons or interest certificates thereto attached, to an amount sufficient with its capital stock to provide for all the payments it will be required to make, or obligations it will be required to assume, in order to effect the merger or consolidation. For the purpose of securing the payment of any such bonds and obligations, it shall be lawful for the surviving or resulting corporation to mortgage its corporate franchise, rights, privileges and property, real, personal or mixed. The surviving or resulting corporation may issue certificates of its capital stock or uncertificated stock if authorized to do so and other securities to the stockholders of the constituent corporations in exchange or payment for the original shares, in such amount as shall be necessary in accordance with the terms of the agreement of merger or consolidation in order to effect such merger or consolidation in the manner and on the terms specified in the agreement.
History: L. 1972, ch. 52, § 88; L. 1973, ch. 100, § 8; L. 1986, ch. 399, § 13; L. 2016, ch. 110, § 76; July 1.
Any action or proceeding, whether civil, criminal or administrative, pending by or against any corporation which is a party to a merger or consolidation shall be prosecuted as if such merger or consolidation had not taken place, or the corporation surviving or resulting from such merger or consolidation may be substituted in such action or proceeding.
History: L. 1972, ch. 52, § 89; July 1.
(a) Any stockholder of a domestic corporation who holds shares of stock on the date of the making of a demand pursuant to subsection (d) with respect to such shares, who continuously holds such shares through the effective date of the merger or consolidation, who has otherwise complied with subsection (d) and who has neither voted in favor of the merger or consolidation nor consented thereto in writing pursuant to K.S.A. 17-6518, and amendments thereto, shall be entitled to an appraisal by the district court of the fair value of the stockholder's shares of stock under the circumstances described in subsections (b) and (c). As used in this section: "Stockholder" means a holder of record of stock in a corporation; "stock" and "share" mean and include what is ordinarily meant by those words; and "depository receipt" means a receipt or other instrument issued by a depository representing an interest in one or more shares, or fractions thereof, solely of stock of a corporation that is deposited with the depository.
(b) Appraisal rights shall be available for the shares of any class or series of stock of a constituent corporation in a merger or consolidation to be effected pursuant to K.S.A. 17-6701, other than a merger effected pursuant to K.S.A. 17-6701(g), and amendments thereto, and 17-6702, 17-6705, 17-6706, 17-6707 and 17-6708, and amendments thereto:
(1) Except that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of the meeting of stockholders to act upon the agreement of merger or consolidation, or in the case of a merger pursuant to K.S.A. 17-7601(h), and amendments thereto, as of immediately prior to the execution of the agreement of merger, were either:
(A) Listed on a national securities exchange; or
(B) held of record by more than 2,000 holders, except that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in K.S.A. 17-6701(f), and amendments thereto.
(2) Notwithstanding subsection (b)(1), appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to K.S.A. 17-6701, 17-6702, 17-6705, 17-6706, 17-6707 and 17-6708, and amendments thereto, to accept for such stock anything except:
(A) Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;
(B) shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock, or depository receipts in respect thereof, or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 holders;
(C) cash in lieu of fractional shares or fractional depository receipts described in subparagraphs (A) and (B); or
(D) any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in subparagraphs (A), (B) and (C).
(3) In the event all of the stock of a subsidiary domestic corporation party to a merger effected under K.S.A. 17-6703, and amendments thereto, is not owned by the parent immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary domestic corporation.
(c) Any corporation may provide in its articles of incorporation that appraisal rights under this section shall be available for the shares of any class or series of its stock as a result of an amendment to its articles of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. If the articles of incorporation contain such a provision, the provisions of this section, including those set forth in subsections (d), (e) and (g) shall apply as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for notice of such meeting, or such members who received notice in accordance with K.S.A. 17-6705, and amendments thereto, with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section and, if one of the constituent corporations is a nonstock corporation, a copy of K.S.A. 17-6014, and amendments thereto. Each stockholder electing to demand the appraisal of such stockholder's shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder's shares. A demand may be delivered to the corporation by electronic transmission if directed to an information processing system, if any, expressly designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder's shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as provided in this subsection. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or
(2) if the merger or consolidation was approved pursuant to K.S.A. 17-6518, 17-6701(h) or 17-6703, and amendments thereto, then, either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section and, if one of the constituent corporations is a nonstock corporation, a copy of K.S.A. 17-6014, and amendments thereto. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of giving such notice or, in the case of a merger approved pursuant to K.S.A. 17-6701(h), and amendments thereto, within the later of the consummation of the offer contemplated by K.S.A. 17-6701(h), and amendments thereto, and 20 days after the date of giving such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder's shares. A demand may be delivered to the corporation by electronic transmission if directed to an information processing system, if any, designated for that purpose in such notice. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder's shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either: (A) Each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation; or (B) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date. If such second notice is sent more than 20 days following the sending of the first notice or, in the case of a merger approved pursuant to K.S.A. 17-6701(h), and amendments thereto, later than the later of the consummation of the offer contemplated by K.S.A. 17-6701(h), and amendments thereto, and 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder's shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated in such affidavit. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given. If the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day when the notice is given.
(e) Within 120 days after the effective date of the merger or consolidation, the surviving or resulting corporation or any stockholder who has complied with subsections (a) and (d) and who is otherwise entitled to appraisal rights, may commence an appraisal proceeding by filing a petition in the district court demanding a determination of the value of the stock of all such stockholders. Notwithstanding the provisions of this subsection, at any time within 60 days after the effective date of the merger or consolidation, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party shall have the right to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation. Within 120 days after the effective date of the merger or consolidation, any stockholder who has complied with the requirements of subsections (a) and (d), upon request given in writing, or by electronic transmission directed to an information processing system, if any, expressly designated for that purpose in the notice of appraisal, shall be entitled to receive from the corporation surviving the merger or resulting from the consolidation a statement setting forth the aggregate number of shares not voted in favor of the merger or consolidation, or in the case of a merger approved pursuant to K.S.A. 17-6701(h), and amendments thereto, the aggregate number of shares, other than any excluded stock, as defined in K.S.A. 17-6701(h)(2), and amendments thereto, that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in K.S.A. 17-6701(h)(1)(B), and amendments thereto, and, in either case, with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. Such statement shall be given to the stockholder within 10 days after such stockholder's request for such a statement is received by the surviving or resulting corporation or within 10 days after expiration of the period for delivery of demands for appraisal under subsection (d), whichever is later. Notwithstanding subsection (a), a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from the corporation the statement described in this subsection.
(f) Upon the filing of any such petition by a stockholder, service of a copy thereof shall be made upon the surviving or resulting corporation, which shall within 20 days after such service file in the office of the clerk of the court where the petition was filed a duly verified list containing the names and postal addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached by the surviving or resulting corporation. If the petition shall be filed by the surviving or resulting corporation, the petition shall be accompanied by such a duly verified list. The clerk of the court, if so ordered by the court, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving or resulting corporation and to the stockholders shown on the list at the addresses stated in the list. Such notice shall also be given by one or more publications at least one week before the day of the hearing, in a newspaper of general circulation published in the county where the court is located or such publication as the court deems advisable. The forms of the notices by mail and by publication shall be approved by the court, and the costs thereof shall be borne by the surviving or resulting corporation.
(g) (1) At the hearing on such petition, the court shall determine the stockholders who have complied with this section and who have become entitled to appraisal rights. The court may require the stockholders who have demanded an appraisal for their shares and who hold stock represented by certificates to submit their certificates of stock to the clerk of the court for notation thereon of the pendency of the appraisal proceedings; and if any stockholder fails to comply with such direction, the court may dismiss the proceedings as to such stockholder.
(2) This paragraph shall apply only with respect to transactions consummated pursuant to agreements entered into, resolutions of the board of directors adopted and authorizations provided, in each case as applicable, on or after July 1, 2023. If immediately before the merger or consolidation the shares of the class or series of stock of the constituent corporation as to which appraisal rights are available were listed on a national securities exchange, the court shall dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless:
(A) The total number of shares entitled to appraisal exceeds 1% of the outstanding shares of the class or series eligible for appraisal;
(B) the value of the consideration provided in the merger or consolidation for such total number of shares exceeds $1,000,000; or
(C) the merger was approved pursuant to K.S.A. 17-6703, and amendments thereto.
(h) (1) After the court determines the stockholders entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the district court, including any rules specifically governing appraisal proceedings. Through such proceeding the court shall determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger or consolidation, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the court shall take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, and except as provided in this subsection, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the federal reserve discount rate, including any surcharge, as established from time to time during the period between the effective date of the merger and the date of payment of the judgment.
(2) This paragraph shall apply only with respect to transactions consummated pursuant to agreements entered into, resolutions of the board of directors adopted and authorizations provided, in each case as applicable, on or after July 1, 2023. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided in this paragraph only upon the sum of: (A) The difference, if any, between the amount so paid and the fair market value of the shares as determined by the court; and (B) interest previously accrued unless paid at that time. Upon application by the surviving or resulting corporation or by any stockholder entitled to participate in the appraisal proceeding, the court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the list filed by the surviving or resulting corporation pursuant to subsection (f) and who has submitted such stockholder's certificates of stock to the clerk of the court, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights under this section.
(i) The court shall direct the payment of the fair value of the shares, together with interest, if any, by the surviving or resulting corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock immediately, and the case of holders of shares represented by certificates upon the surrender to the corporation of the certificates representing such stock. The court's decree may be enforced as other decrees in the district court may be enforced, whether such surviving or resulting corporation be a domestic corporation or of any state.
(j) The costs of the proceeding may be determined by the court and taxed upon the parties as the court deems equitable in the circumstances. Upon application of a stockholder, the court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorney fees and the fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to an appraisal.
(k) From and after the effective date of the merger or consolidation, no stockholder who has demanded appraisal rights as provided in subsection (d) shall be entitled to vote such stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions payable to stockholders of record at a date that is prior to the effective date of the merger or consolidation, except that if no petition for an appraisal shall be filed within the time provided in subsection (e), or if such stockholder shall deliver to the surviving or resulting corporation a written withdrawal of such stockholder's demand for an appraisal and an acceptance of the merger or consolidation, either within 60 days after the effective date of the merger or consolidation as provided in subsection (e) or thereafter with the written approval of the corporation, then the right of such stockholder to an appraisal shall cease. Notwithstanding the provisions of this subsection, no appraisal proceeding in the district court shall be dismissed as to any stockholder without the approval of the court, and such approval may be conditioned upon such terms as the court deems just, except that this provision shall not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder's demand for appraisal and to accept the terms offered upon the merger or consolidation within 60 days after the effective date of the merger or consolidation, as set forth in subsection (e).
(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation.
History: L. 1972, ch. 52, § 90; L. 1973, ch. 100, § 9; L. 1986, ch. 399, § 14; L. 1996, ch. 135, § 2; L. 2004, ch. 143, § 56; L. 2016, ch. 110, § 77; L. 2017, ch. 71, § 11; L. 2023, ch. 66, § 36; L. 2023, ch. 66, § 37; January 1, 2024.
(a) A domestic corporation may merge or consolidate with or into any other entity in accordance with the business entity transactions act, K.S.A. 17-78-101 et seq., and amendments thereto.
(b) This section shall be part of and supplemental to the Kansas general corporation code, K.S.A. 17-6001 et seq., and amendments thereto.
History: L. 2009, ch. 47, § 42; July 1, 2010.
(a) Every corporation may at any meeting of its board of directors or governing body sell, lease or exchange all or substantially all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or other property, including shares of stock in, and other securities of, any other corporation or corporations, as its board of directors or governing body deems expedient and for the best interests of the corporation, when and as authorized by a resolution adopted at a meeting duly called upon at least 20 days' notice as follows: (1) By the holders of a majority of the outstanding stock of the corporation entitled to vote thereon; (2) in the case of nonstock corporations, other than those corporations that are the subject of the next paragraph, by a majority of the members entitled to vote for the election of the members of the governing body and any other members entitled to vote thereon under the articles of incorporation or the bylaws of such corporation; or (3) in the case of nonprofit nonstock corporations, other than a nonprofit dental service corporation organized and operated under the nonprofit dental service corporation act, K.S.A. 40-19a01 et seq., and amendments thereto, by a majority of the members entitled to vote for the election of the members of the governing body of the corporation and any other members entitled to vote thereon under the articles of incorporation or the bylaws of such corporation voting at such meeting. The notice of the meeting shall state that such a resolution will be considered.
(b) Notwithstanding authorization or consent to a proposed sale, lease or exchange of a corporation's property and assets by the stockholders or members, the board of directors or governing body may abandon such proposed sale, lease or exchange without further action by the stockholders or members, subject to the rights, if any, of third parties under any contract relating thereto.
(c) For purposes of this section only, the property and assets of the corporation include the property and assets of any subsidiary of the corporation. As used in this subsection, "subsidiary" means any entity wholly owned and controlled, directly or indirectly, by the corporation and includes, without limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies and statutory trusts. Notwithstanding subsection (a), except to the extent the articles of incorporation otherwise provide, no resolution by stockholders or members shall be required for a sale, lease or exchange of property and assets of the corporation to a subsidiary.
History: L. 1972, ch. 52, § 91; L. 1973, ch. 100, § 10; L. 2004, ch. 143, § 57; L. 2016, ch. 110, § 78; July 1.
The authorization or consent of stockholders to the mortgage or pledge of a corporation's property and assets shall not be necessary, except to the extent that the articles of incorporation otherwise provide.
History: L. 1972, ch. 52, § 92; July 1.
If a corporation has not issued shares or has not commenced the business for which the corporation was organized, a majority of the incorporators, or, if directors were named in the articles of incorporation or have been elected, a majority of the directors, may surrender all of the corporation's rights and franchises by filing in the office of the secretary of state a certificate, executed by a majority of the incorporators or directors, stating that: (a) No shares of stock have been issued or that the business or activity for which the corporation was organized has not been begun; (b) no part of the capital of the corporation has been paid or, if some capital has been paid, that the amount actually paid in for the corporation's shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto; (c) if the corporation has begun business but it has not issued shares, all debts of the corporation have been paid; (d) if the corporation has not begun business but has issued stock certificates, all issued stock certificates, if any, have been surrendered and canceled; and (e) all rights and franchises of the corporation are surrendered. Upon such certificate becoming effective in accordance with K.S.A. 17-7911, and amendments thereto, the corporation shall be dissolved.
History: L. 1972, ch. 52, § 93; L. 2000, ch. 39, § 36; L. 2016, ch. 110, § 79; July 1.
(a) If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution to be given to each stockholder entitled to vote thereon as of the record date for determining the stockholders entitled to notice of the meeting.
(b) At the meeting a vote shall be taken upon the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certificate of dissolution shall be filed with the secretary of state pursuant to subsection (d).
(c) Dissolution of a corporation may also be authorized without action of the directors if all the stockholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the secretary of state pursuant to subsection (d).
(d) If dissolution is authorized in accordance with this section, a certificate of dissolution shall be executed and filed, and shall become effective, in accordance with K.S.A. 17-7908 through 17-7911, and amendments thereto. Such certificate of dissolution shall set forth:
(1) The name of the corporation;
(2) the date dissolution was authorized;
(3) that the dissolution has been authorized by the board of directors and stockholders of the corporation, in accordance with subsections (a) and (b), or that the dissolution has been authorized by all of the stockholders of the corporation entitled to vote on a dissolution, in accordance with subsection (c); and
(4) the names and postal addresses of the directors and officers of the corporation.
(e) The resolution authorizing a proposed dissolution may provide that notwithstanding authorization or consent to the proposed dissolution by the stockholders, or the members of a nonstock corporation pursuant to K.S.A. 17-6805, and amendments thereto, the board of directors or governing body may abandon such proposed dissolution without further action by the stockholders or members.
(f) Upon a certificate of dissolution becoming effective in accordance with K.S.A. 17-7911, and amendments thereto, the corporation shall be dissolved.
(g) (1) If the stockholders of a corporation having only two stockholders, each of which owns 50% of the stock therein, are unable to agree upon the desirability of dissolving the corporation and disposing of the corporate assets, either stockholder may file with the district court a petition stating that such stockholder desires to dissolve the corporation and to dispose of the assets thereof in accordance with a plan to be agreed upon by both stockholders. Such petition shall have attached thereto a copy of the proposed plan of dissolution and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to the other stockholder and to the directors and officers of such corporation.
(2) Unless both stockholders file with the district court, within three months of the date of the filing of such petition, a certificate stating that they have agreed on such plan, or a modification thereof, and within one year from the date of the filing of such petition, a certificate stating that the distribution provided by such plan has been completed, the court may either:
(A) Dissolve such corporation and, by appointment of one or more receivers with all the powers and title of a receiver appointed under K.S.A. 17-6808, and amendments thereto, may administer and wind up its affairs;
(B) order the redemption of the stock of one of the stockholders on such terms as are just and equitable; or
(C) decline to grant any relief. Either or both of the above periods of time may be extended by agreement of the stockholders, evidenced by a certificate filed with the court prior to the expiration of such period.
History: L. 1972, ch. 52, § 94; L. 1973, ch. 100, § 11; L. 1986, ch. 97, § 4; L. 1998, ch. 189, § 18; L. 2000, ch. 39, § 37; L. 2004, ch. 143, § 58; L. 2016, ch. 110, § 80; L. 2023, ch. 66, § 38; July 1.
(a) Whenever it shall be desired to dissolve any nonstock corporation, the governing body shall perform all the acts necessary for dissolution which are required by K.S.A. 17-6804, and amendments thereto, to be performed by the board of directors of a corporation having capital stock. The following members of a nonstock corporation shall perform all the acts necessary for dissolution which are required by K.S.A. 17-6804, and amendments thereto, to be performed by the stockholders of a corporation having capital stock, including dissolution without action of the members of the governing body if all the members of the corporation entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the secretary of state pursuant to K.S.A. 17-6804(d), and amendments thereto: (1) Any members entitled to vote for the election of the members of its governing body and any other members entitled to vote for dissolution under the articles of incorporation or the bylaws of such corporation, except those corporations that are the subject of the next paragraph; or (2) in the case of a nonprofit nonstock corporation, other than a nonprofit dental service corporation organized and operated under the nonprofit dental service corporation act, K.S.A. 40-19a01 et seq., and amendments thereto, any members entitled to vote for the election of the members of its governing body and any other members entitled to vote for dissolution under the articles of incorporation or the bylaws of such corporation voting at the meeting. If there is no member entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the governing body, upon the adoption of a resolution to dissolve by the vote of a majority of members of its governing body then in office. In all other respects, the method and proceedings for the dissolution of a nonstock corporation shall conform as nearly as may be to the proceedings prescribed by K.S.A. 17-6804, and amendments thereto, for the dissolution of corporations having capital stock.
(b) If a nonstock corporation has not commenced the business for which the corporation was organized, a majority of the governing body or, if none, a majority of the incorporators may surrender all of the corporation's rights and franchises by filing in the office of the secretary of state a certificate, executed by a majority of the incorporators or governing body, conforming as nearly as may be to the certificate prescribed by K.S.A. 17-6803, and amendments thereto.
History: L. 1972, ch. 52, § 95; L. 1988, ch. 99, § 47; Revived and amended, L. 1988, ch. 100, § 47; L. 1992, ch. 270, § 21; L. 2000, ch. 39, § 38; L. 2016, ch. 110, § 81; July 1.
Notwithstanding any provision of law or the articles of incorporation, the articles of incorporation of each nonprofit corporation that qualifies otherwise for an exemption under section 501(c)(3) of the internal revenue code of 1986, 26 U.S.C. § 501(c)(3), shall be considered to contain the following provision:
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the internal revenue code of 1986 or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as the court shall determine, which are organized and operated exclusively for such purposes.
History: L. 1983, ch. 80, § 1; L. 2004, ch. 143, § 59; L. 2016, ch. 110, § 82; July 1.
No corporation shall be dissolved under this act until all corporate fees due to or assessable by the state have been paid by the corporation.
History: L. 1972, ch. 52, § 96; L. 1973, ch. 100, § 12; L. 2005, ch. 157, § 9; January 1, 2006.
(a) All corporations, whether they expire by their own limitation or are otherwise dissolved, including revocation or forfeiture of articles of incorporation pursuant to K.S.A. 17-6812 or 17-7510, and amendments thereto, shall be continued, nevertheless, for the term of three years from such expiration or dissolution or for such longer period as the district court in its discretion shall direct, bodies corporate for the purpose of prosecuting and defending suits, whether civil, criminal or administrative, by or against them, and of enabling them gradually to settle and close their business, to dispose of and convey their property, to discharge their liabilities and to distribute to their stockholders any remaining assets, but not for the purpose of continuing the business for which the corporation was organized. With respect to any action, suit or proceeding begun by or against the corporation either prior to or within three years after the date of its expiration or dissolution, the action shall not abate by reason of the dissolution of the corporation. The corporation shall, solely for the purpose of such action, suit or proceeding, be continued as a body corporate beyond the three-year period and until any judgments, orders or decrees therein shall be fully executed, without the necessity for any special direction to that effect by the district court.
(b) K.S.A. 17-6808 through 17-6811 and K.S.A. 17-6808a, and amendments thereto, shall apply to any corporation that has expired by its own limitation, and when so applied, all references in those sections to a dissolved corporation or dissolution shall include a corporation that has expired by its own limitation and to such expiration, respectively.
History: L. 1972, ch. 52, § 97; L. 1973, ch. 100, § 13; L. 1988, ch. 99, § 48; Revived and amended, L. 1988, ch. 100, § 48; L. 2016, ch. 110, § 83; July 1.
When any corporation organized under this code shall be dissolved in any manner whatever, the district court, on application of any creditor, stockholder or director of the corporation, or any other person who shows good cause therefor, at any time, may either appoint one or more of the directors of the corporation to be trustees, or appoint one or more persons to be receivers, of and for the corporation, to take charge of the corporation's property, and to collect the debts and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the corporation, if in being, that may be necessary for the final settlement of the unfinished business of the corporation. The powers of the trustees or receivers may be continued as long as the court shall think necessary for the purposes aforesaid.
History: L. 1972, ch. 52, § 98; L. 1988, ch. 99, § 49; Revived and amended, L. 1988, ch. 100, § 49; L. 2004, ch. 143, § 60; L. 2016, ch. 110, § 84; July 1.
(a) (1) After a corporation has been dissolved in accordance with the procedures set forth in this code, the corporation or any successor entity may give notice of the dissolution, requiring all persons having a claim against the corporation other than a claim against the corporation in a pending action, suit or proceeding to which the corporation is a party, to present their claims against the corporation in accordance with such notice. Such notice shall state:
(A) That all such claims must be presented in writing and must contain sufficient information reasonably to inform the corporation or successor entity of the identity of the claimant and the substance of the claim;
(B) the mailing address to which such a claim must be sent;
(C) the date by which such a claim must be received by the corporation or successor entity, which date shall be no earlier than 60 days from the date thereof;
(D) that such claim will be barred if not received by the date referred to in subsection (a)(1)(C);
(E) that the corporation or a successor entity may make distributions to other claimants and the corporation's stockholders or persons interested as having been such without further notice to the claimant; and
(F) the aggregate amount, on an annual basis, of all distributions made by the corporation to its stockholders for each of the three years prior to the date the corporation dissolved.
(2) Such notice shall also be published at least once a week for two consecutive weeks in a newspaper of general circulation in the county in which the office of the corporation's last resident agent in this state is located and in the corporation's principal place of business and, in the case of a corporation having $10,000,000 or more in total assets at the time of its dissolution, at least once in all editions of a daily newspaper with a national circulation. On or before the date of the first publication of such notice, the corporation or successor entity shall mail a copy of such notice by certified or registered mail, return receipt requested, to each known claimant of the corporation, including persons with claims asserted against the corporation in a pending action, suit or proceeding to which the corporation is a party.
(3) Any claim against the corporation required to be presented pursuant to this subsection is barred if a claimant who was given actual notice under this subsection does not present the claim to the dissolved corporation or successor entity by the date referred to in subsection (a)(1)(C).
(4) A corporation or successor entity may reject, in whole or in part, any claim made by a claimant pursuant to this subsection by mailing notice of such rejection by certified or registered mail, return receipt requested, to the claimant within 90 days after receipt of such claim and, in all events, at least 150 days before the expiration of the period described in K.S.A. 17-6807, and amendments thereto, except that in the case of a claim filed pursuant to K.S.A. 17-6905, and amendments thereto, against a corporation or successor entity for which a receiver or trustee has been appointed by the district court, the time period shall be as provided in K.S.A. 17-6906, and amendments thereto, and the 30-day appeal period provided for in K.S.A. 17-6906, and amendments thereto, shall be applicable. A notice sent by a corporation or successor entity pursuant to this subsection shall state that any claim rejected therein will be barred if an action, suit or proceeding with respect to the claim is not commenced within 120 days of the date thereof, and shall be accompanied by a copy of K.S.A. 17-6807 through 17-6809 and K.S.A. 2025 Supp. 17-6808a, and amendments thereto, and, in the case of a notice sent by a court-appointed receiver or trustee and as to which a claim has been filed pursuant to K.S.A. 17-6905, and amendments thereto, copies of K.S.A. 17-6905 and 17-6906, and amendments thereto.
(5) A claim against a corporation is barred if a claimant whose claim is rejected pursuant to subsection (a)(4) does not commence an action, suit or proceeding with respect to the claim no later than 120 days after the mailing of the rejection notice.
(b) (1) A corporation or successor entity electing to follow the procedures described in subsection (a) shall also give notice of the dissolution of the corporation to persons with contractual claims contingent upon the occurrence or nonoccurrence of future events or otherwise conditional or unmatured, and request that such persons present such claims in accordance with the terms of such notice. As used in this section and in K.S.A. 17-6810, and amendments thereto, the term "contractual claims" shall not include any implied warranty as to any product manufactured, sold, distributed or handled by the dissolved corporation. Such notice shall be in substantially the form, and sent and published in the same manner, as described in subsection (a)(1).
(2) The corporation or successor entity shall offer any claimant on a contract whose claim is contingent, conditional or unmatured such security as the corporation or successor entity determines is sufficient to provide compensation to the claimant if the claim matures. The corporation or successor entity shall mail such offer to the claimant by certified or registered mail, return receipt requested, within 90 days of receipt of such claim and, in all events, at least 150 days before the expiration of the period described in K.S.A. 17-6807, and amendments thereto. If the claimant offered such security does not deliver in writing to the corporation or successor entity a notice rejecting the offer within 120 days after receipt of such offer for security, the claimant shall be deemed to have accepted such security as the sole source from which to satisfy the claim against the corporation.
(c) (1) A corporation or successor entity which has given notice in accordance with subsection (a) shall petition the district court to determine the amount and form of security that will be reasonably likely to be sufficient to provide compensation for any claim against the corporation which is the subject of a pending action, suit or proceeding to which the corporation is a party other than a claim barred pursuant to subsection (a).
(2) A corporation or successor entity which has given notice in accordance with subsections (a) and (b) shall petition the district court to determine the amount and form of security that will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to subsection (b)(2).
(3) A corporation or successor entity which has given notice in accordance with subsection (a) shall petition the district court to determine the amount and form of security which will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the corporation or that have not arisen but that, based on facts known to the corporation or successor entity, are likely to arise or to become known to the corporation or successor entity within five years after the date of dissolution or such longer period of time as the district court may determine, not to exceed 10 years after the date of dissolution. The district court may appoint a guardian ad litem in respect of any such proceeding brought under this subsection. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the petitioner in such proceeding.
(d) The giving of any notice or making of any offer pursuant to this section shall not revive any claim then barred or constitute acknowledgment by the corporation or successor entity that any person to whom such notice is sent is a proper claimant and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.
(e) As used in this section, the term "successor entity" shall include any trust, receivership or other legal entity governed by the laws of this state to which the remaining assets and liabilities of a dissolved corporation are transferred and which exists solely for the purposes of prosecuting and defending suits, by or against the dissolved corporation, enabling the dissolved corporation to settle and close the business of the dissolved corporation, to dispose of and convey the property of the dissolved corporation, to discharge the liabilities of the dissolved corporation and to distribute to the dissolved corporation's stockholders any remaining assets, but not for the purpose of continuing the business for which the dissolved corporation was organized.
(f) The time periods and notice requirements of this section shall, in the case of a corporation or successor entity for which a receiver or trustee has been appointed by the district court, be subject to variation by, or in the manner provided in, the rules of the district court.
(g) In the case of a nonstock corporation, any notice referred to in the last sentence of subsection (a)(4) shall include a copy of K.S.A. 2025 Supp. 17-6014, and amendments thereto. In the case of a nonprofit nonstock corporation, the provisions of this section regarding distributions to members shall not apply to the extent that those provisions conflict with any other applicable law or with that corporation's articles of incorporation or bylaws.
(h) This section shall be part of and supplemental to article 68 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 2016, ch. 110, § 6; July 1.
The district court shall have jurisdiction of any application prescribed in this article and of all questions arising in the proceedings thereon, and may make such orders and decrees and issue injunctions therein as justice and equity shall require.
History: L. 1972, ch. 52, § 99; L. 2016, ch. 110, § 85; July 1.
(a) (1) A dissolved corporation or successor entity which has followed the procedures described in K.S.A. 17-6808a, and amendments thereto, shall:
(A) Pay the claims made and not rejected in accordance with K.S.A. 17-6808a(a), and amendments thereto;
(B) post the security offered and not rejected pursuant to K.S.A. 17-6808a(b)(2), and amendments thereto;
(C) post any security ordered by the district court in any proceeding under K.S.A. 17-6808a(c), and amendments thereto; and
(D) pay or make provision for all other claims that are mature, known and uncontested or that have been finally determined to be owing by the corporation or such successor entity.
(2) Such claims or obligations shall be paid in full and any such provision for payment shall be made in full if there are sufficient assets. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority, and, among claims of equal priority, ratably to the extent of assets legally available therefor. Any remaining assets shall be distributed to the stockholders of the dissolved corporation, except that such distribution shall not be made before the expiration of 150 days from the date of the last notice of rejections given pursuant to K.S.A. 17-6808a(a)(4), and amendments thereto. In the absence of actual fraud, the judgment of the directors of the dissolved corporation or the governing persons of such successor entity as to the provision made for the payment of all obligations under subsection (a)(1)(D) shall be conclusive.
(b) (1) A dissolved corporation or successor entity which has not followed the procedures described in K.S.A. 17-6808a, and amendments thereto, shall, prior to the expiration of the period described in K.S.A. 17-6807, and amendments thereto, adopt a plan of distribution pursuant to which the dissolved corporation or successor entity shall:
(A) Pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured contractual claims known to the corporation or such successor entity;
(B) make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the corporation which is the subject of a pending action, suit or proceeding to which the corporation is a party; and
(C) make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the corporation or that have not arisen but that, based on facts known to the corporation or successor entity, are likely to arise or to become known to the corporation or successor entity within 10 years after the date of dissolution.
(2) The plan of distribution shall provide that such claims shall be paid in full and any such provision for payment made shall be made in full if there are sufficient assets. If there are insufficient assets, such plan shall provide that such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of assets legally available therefor. Any remaining assets shall be distributed to the stockholders of the dissolved corporation.
(c) Directors of a dissolved corporation or governing persons of a successor entity which has complied with subsection (a) or (b) shall not be personally liable to the claimants of the dissolved corporation.
(d) As used in this section, the term "successor entity" has the meaning set forth in K.S.A. 17-6808a(e), and amendments thereto.
(e) As used in this section, the term "priority" does not refer either to the order of payments set forth in subsection (a)(1) or to the relative times at which any claims mature or are reduced to judgment.
(f) In the case of a nonprofit nonstock corporation, provisions of this section regarding distributions to members shall not apply to the extent that those provisions conflict with any other applicable law or with that corporation's articles of incorporation or bylaws.
History: L. 1972, ch. 52, § 100; L. 2004, ch. 143, § 61; L. 2016, ch. 110, § 86; July 1.
(a) A stockholder of a dissolved corporation the assets of which were distributed pursuant to K.S.A. 17-6810(a) or (b), and amendments thereto, shall not be liable for any claim against the corporation in an amount in excess of such stockholder's pro rata share of the claim or the amount so distributed to such stockholder, whichever is less.
(b) A stockholder of a dissolved corporation the assets of which were distributed pursuant to K.S.A. 17-6810(a), and amendments thereto, shall not be liable for any claim against the corporation on which an action, suit or proceeding is not begun prior to the expiration of the period described in K.S.A. 17-6807, and amendments thereto.
(c) The aggregate liability of any stockholder of a dissolved corporation for claims against the dissolved corporation shall not exceed the amount distributed to such stockholder in dissolution.
History: L. 1972, ch. 52, § 101; L. 2004, ch. 143, § 62; L. 2016, ch. 110, § 87; July 1.
(a) Upon motion by the attorney general, the district court shall have jurisdiction to revoke or forfeit the articles of incorporation of any corporation for abuse, misuse or nonuse of its corporate powers, privileges or franchises. The attorney general shall proceed for this purpose by petition in the district court of the county where the registered office of the corporation is located.
(b) The district court shall have power, by appointment of trustees, receivers or otherwise, to administer and wind up the affairs of any corporation whose articles of incorporation shall be revoked or forfeited by any court under this section, and to make such orders and decrees with respect thereto as shall be just and equitable respecting its affairs and assets and the rights of its stockholders and creditors.
(c) No proceeding shall be instituted under this section for nonuse of any corporation's powers, privileges or franchises during the first two years after its incorporation.
History: L. 1972, ch. 52, § 102; L. 2016, ch. 110, § 88; L. 2023, ch. 66, § 39; July 1.
Whenever any corporation is dissolved or its articles of incorporation forfeited by decree or judgment of the district court, the decree or judgment shall be forthwith filed by the clerk of such district court in which the decree or judgment was entered and in the office of the secretary of state, and a note thereof shall be made by the secretary of state on the corporation's articles of incorporation.
History: L. 1972, ch. 52, § 103; L. 2016, ch. 110, § 89; July 1.
Whenever a corporation shall be insolvent, the district court, on the application of any creditor or stockholder thereof, may appoint, at any time, one or more persons to be receivers of and for the corporation, to take charge of its assets, estate, effects, business and affairs, and to collect the outstanding debts, claims and property due and belonging to the corporation, with power to prosecute and defend, in the name of the corporation or otherwise, all claims or suits, to appoint an agent or agents under them and to do all other acts which might be done by the corporation and which may be necessary or proper. The powers of the receivers shall be such and shall continue so long as the court shall deem necessary.
History: L. 1972, ch. 52, § 104; July 1.
(a) Trustees or receivers appointed by the district court of and for any corporation, and their respective survivors and successors, upon their appointment and qualification or upon the death, resignation or discharge of any co-trustee or co-receiver, shall be vested by operation of law and without any act or deed with the title of the corporation to all of its property, real, personal or mixed of whatsoever nature, kind, class or description, and wheresoever situate, except real estate situated outside this state.
(b) Within 20 days after the date of their qualification, trustees or receivers appointed by the court shall file in the office of the register of deeds of each county in this state in which any real estate belonging to the corporation may be situated, a certified copy of the order of their appointment and evidence of their qualification.
(c) This section shall not apply to receivers appointed pendente lite.
History: L. 1972, ch. 52, § 105; L. 2004, ch. 143, § 63; L. 2016, ch. 110, § 90; July 1.
All notices required to be given to stockholders and creditors in any action in which a trustee or receiver for a corporation was appointed shall be given by the clerk of the district court or in the manner provided by any applicable section of the code of civil procedure, unless otherwise ordered by the district court.
History: L. 1972, ch. 52, § 106; L. 2004, ch. 143, § 64; L. 2016, ch. 110, § 91; July 1.
As soon as convenient, trustees or receivers shall file in the office of the clerk of the district court of the county in which the proceeding is pending, a full and complete itemized inventory of all the assets of the corporation, which shall show their nature and probable value, and an account of all debts due from and to the corporation, as nearly as the same can be ascertained. They shall make a report to the court of their proceedings whenever and as often as the court shall direct.
History: L. 1972, ch. 52, § 107; L. 2004, ch. 143, § 65; L. 2016, ch. 110, § 92; July 1.
All creditors shall make proof under oath of their respective claims against the corporation and shall cause such proof of claim to be filed in the office of the clerk of the district court of the county in which the proceeding is pending within the time fixed by and in accordance with the procedure established by the district court. All creditors and claimants failing to do so, within the time limited by this section, or the time prescribed by the order of the court, may be barred by the court from participating in the distribution of the assets of the corporation. The court also may prescribe what notice, by publication or otherwise, shall be given to the creditors of the time fixed for the filing and making proof of claims.
History: L. 1972, ch. 52, § 108; L. 2004, ch. 143, § 66; L. 2016, ch. 110, § 93; July 1.
(a) The clerk of the district court, immediately upon the expiration of the time fixed for the filing of claims, in compliance with the provisions of K.S.A. 17-6905, and amendments thereto, shall notify the trustee or receiver of the filing of the claims, and the trustee or receiver, within 30 days after receiving the notice, shall inspect the claims, and if the trustee or receiver or any creditor shall not be satisfied with the validity or correctness of the same, or any of them, the trustee or receiver shall forthwith notify the creditors whose claims are disputed of such decision. The trustee or receiver shall require all creditors whose claims are disputed to submit themselves to such examination in relation to their claims as the trustee or receiver shall direct, and the creditors shall produce such books and papers relating to their claims as shall be required. The trustee or receiver shall have power to examine, under oath or affirmation, all witnesses produced before the trustee or receiver touching the claims, and shall pass upon and allow or disallow the claims, or any part thereof, and notify the claimants of such determination.
(b) Every creditor or claimant who shall have received notice from the receiver or trustee that such creditor's or claimant's claim has been disallowed in whole or in part may appeal to the district court within 30 days thereafter. The court, after hearing, shall determine the rights of the parties.
History: L. 1972, ch. 52, § 109; L. 2004, ch. 143, § 67; L. 2016, ch. 110, § 94; July 1.
Whenever the property of a corporation is at the time of the appointment of a trustee or receiver encumbered with liens of any character, and the validity, extent or legality of any such lien is disputed or brought in question, and the property of the corporation is of a character which will deteriorate in value pending the litigation respecting the lien, the district court may order the receiver or trustee to sell the property of the corporation, clear of all encumbrances, at public or private sale, for the best price that can be obtained therefor. The net proceeds arising from the sale thereof, after deducting the costs of the sale, shall be paid into the court, there to remain subject to the order of the court, and to be disposed of as the court shall direct.
History: L. 1972, ch. 52, § 110; L. 2004, ch. 143, § 68; L. 2016, ch. 110, § 95; July 1.
The district court, before making distribution of the assets of a corporation among the creditors or stockholders thereof, shall allow and pay out of the assets: (a) A reasonable compensation to the trustee or receiver for the trustee's or receiver's services; (b) the cost and expenses incurred in and about the execution of such trustee's or receiver's trust, including reasonable attorney fees; and (c) the costs of the proceedings in the court.
History: L. 1972, ch. 52, § 111; L. 2004, ch. 143, § 69; L. 2016, ch. 110, § 96; July 1.
A trustee or receiver, upon application by the trustee or receiver in the court in which any suit is pending, shall be substituted as party plaintiff in the place of the corporation in any suit or proceeding which was so pending at the time of the trustee's or receiver's appointment. No action against a trustee or receiver of a corporation shall abate by reason of the trustee's or receiver's death, but, upon suggestion of the facts on the record, shall be continued against the trustee's or receiver's successor or against the corporation in case no new trustee or receiver is appointed.
History: L. 1972, ch. 52, § 112; L. 2004, ch. 143, § 70; L. 2016, ch. 110, § 97; July 1.
Whenever any corporation of this state, or any foreign corporation doing business in this state, shall become insolvent, the employees doing labor or service of whatever character in the regular employ of the corporation, shall have a lien upon the assets thereof for the amount of the wages due to them, not exceeding two months' wages, respectively, which shall be paid prior to any other debt or debts of the corporation. The word "employee" as used in this section shall not be construed to include any of the officers of the corporation.
History: L. 1972, ch. 52, § 113; L. 2004, ch. 143, § 71; L. 2016, ch. 110, § 98; July 1.
The liquidation of the assets and business of an insolvent corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the district court in its discretion, and subject to such condition as it may deem appropriate, may dismiss the proceedings and direct the trustee or receiver to redeliver to the corporation all of its remaining property and assets.
History: L. 1972, ch. 52, § 114; L. 2004, ch. 143, § 72; L. 2016, ch. 110, § 99; July 1.
(a) Whenever the provision permitted by subsection (b)(2) of K.S.A. 17-6002 is included in the original articles of incorporation of any corporation, all persons who become creditors or stockholders thereof shall be deemed to have become such creditors or stockholders subject in all respects to that provision and the same shall be absolutely binding upon them. Whenever that provision is inserted in the articles of incorporation of any such corporation by an amendment of its articles all persons who become creditors or stockholders of such corporation after such amendment shall be deemed to have become such creditors or stockholders subject in all respects to that provision, and the same shall be absolutely binding upon them.
(b) The district court may administer and enforce any compromise or arrangement made pursuant to the provision contained in subsection (b)(2) of K.S.A. 17-6002, and it may restrain pendente lite all actions and proceedings against any corporation with respect to which the court shall have begun the administration and enforcement of that provision. The court also may appoint a temporary receiver for such corporation, with such powers as it deems proper, and may make and enforce such rules as it deems necessary for the exercise of such jurisdiction.
History: L. 1972, ch. 52, § 115; July 1.
(a) Any corporation of this state, an order for relief with respect to which has been entered pursuant to the federal bankruptcy reform act of 1978 (11 U.S.C. §§ 101 et seq.), may put into effect and carry out any decrees and orders of the court or judge in such bankruptcy proceeding, and may take any corporate action provided or directed by such decrees and orders, without further action by its directors or stockholders. Such power and authority may be exercised, and such corporate action may be taken, as may be directed by such decrees or orders, by the trustee or trustees of such corporation appointed or elected in the bankruptcy proceedings, or a majority thereof, or if none be appointed or elected and acting, by designated officers of the corporation, or by a 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), but without limiting the generality or effect of the foregoing, such corporation may: Alter, amend or repeal its bylaws; constitute or reconstitute and classify 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 amendment, change or alteration, or provision, authorized by this code; be dissolved, transfer all or part of its assets, merge or consolidate as permitted by this code, except that no stockholder shall have any statutory right of appraisal of such stockholder's stock; change the location of its registered office, change its resident agent and remove or appoint any agent to receive service of process; authorize and fix the terms, manner and conditions of, the issuance of bonds, debentures or other obligations, whether or not convertible into stock of any class, or bearing warrants or other evidences of optional rights to purchase or subscribe for stock of any class; or lease its property and franchises to any corporation, if permitted by law.
(c) A certificate of any amendment, change or alteration, or of dissolution, or any agreement of merger or consolidation, made by such corporation pursuant to the provisions of this section, shall be filed with the secretary of state in accordance with K.S.A. 17-7910, and amendments thereto, and, subject to K.S.A. 17-7911, and amendments thereto, shall thereupon become effective in accordance with its terms and the provisions of this subsection. Such certificate, agreement of merger or other instrument shall be made and executed, as may be directed by such decrees or orders, by the trustee or trustees appointed or elected in the bankruptcy proceedings, or a majority thereof, or, if none be appointed or elected and acting, by the officers of the corporation, or by a representative appointed by the court, and shall certify that provision for the making of such certificate, agreement or instrument is contained in a decree or order of a court having jurisdiction of a proceeding under the federal bankruptcy reform act of 1978 (11 U.S.C. §§ 101 et seq.).
(d) The provisions of this section shall cease to apply to such corporation upon the entry of a final decree in the bankruptcy proceedings closing the case and discharging the trustee or trustees, if any, will not affect the validity of any act previously performed pursuant to subsections (a) through (c).
(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 bankruptcy upon the filing of like certificates, agreements, reports or other papers.
History: L. 1972, ch. 52, § 116; L. 1999, ch. 39, § 16; L. 2000, ch. 39, § 39; L. 2016, ch. 110, § 100; July 1.
(a) At any time prior to the expiration of three years following the dissolution of a corporation pursuant to K.S.A. 17-6804, and amendments thereto, or such longer period as the district court may have directed pursuant to K.S.A. 17-6807, and amendments thereto, or, at any time prior to the expiration of three years following the expiration of the time limited for the corporation's existence as provided in its articles of incorporation or such longer period as the court may have directed pursuant to K.S.A. 17-6807, and amendments thereto, a corporation may revoke the dissolution effected by it or restore its articles of incorporation after it has expired of its own limitation in the following manner:
(1) For purposes of this section, "stockholders" means the stockholders of record on the date the dissolution became effective or the date of expiration by limitation.
(2) The board of directors shall adopt a resolution recommending that the dissolution be revoked in the case of a dissolution or that the articles of incorporation be restored in the case of an expiration by limitation and directing that the question of the revocation or restoration be submitted to a vote at a special meeting of stockholders.
(3) Notice of the special meeting of stockholders shall be given in accordance with K.S.A. 17-6512, and amendments thereto, to each of the stockholders.
(4) At the meeting, a vote of the stockholders shall be taken on a resolution to revoke the dissolution in the case of a dissolution or to restore the articles of incorporation in the case of an expiration by limitation. If a majority of the stock of the corporation that was outstanding and entitled to vote upon a dissolution at the time of its dissolution, in the case of a revocation of dissolution, or that was outstanding and entitled to vote upon an amendment to the articles of incorporation to change the period of the corporation's duration at the time of its expiration by limitation, in the case of restoration, shall be voted for the resolution, a certificate of revocation of dissolution or a certificate of restoration shall be executed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto, and filed in accordance with K.S.A 17-7910, and amendments thereto. Such certificate shall be specifically designated as a certificate of revocation of dissolution or a certificate of restoration in its heading and shall state:
(A) The name of the corporation;
(B) the postal address of the corporation's registered office in this state, which shall be stated in accordance with K.S.A. 17-7924(c), and amendments thereto, and the name of its resident agent at such address;
(C) the names and respective postal addresses of its officers;
(D) the names and respective postal addresses of its directors; and
(E) that a majority of the stock of the corporation that was outstanding and entitled to vote upon a dissolution at the time of its dissolution have voted in favor of a resolution to revoke the dissolution, in the case of a revocation of dissolution, or that a majority of the stock of the corporation that was outstanding and entitled to vote upon an amendment to the articles of incorporation to change the period of the corporation's duration at the time of its expiration by limitation, in the case of a restoration, have voted in favor of a resolution to restore the articles of incorporation; or that, if applicable, in lieu of a meeting and vote of stockholders, the stockholders have given their consent to the revocation or restoration in accordance with K.S.A. 17-6518, and amendments thereto; and
(F) in the case of a restoration, the new specified date limiting the duration of the corporation's existence or that the corporation shall have perpetual existence.
(b) Upon the effective time of filing in the office of the secretary of state of the certificate of revocation of dissolution or the certificate of restoration, the revocation of the dissolution or the restoration of the corporation shall become effective and the corporation may again carry on its business.
(c) Upon the effectiveness of the revocation of the dissolution or the restoration of the corporation as provided in subsection (b), the provisions of K.S.A. 17-6501(c), and amendments thereto, shall govern, and the period of time the corporation was in dissolution or was expired by limitation shall be included within the calculation of the 30-day and 13-month periods to which K.S.A. 17-6501(c), and amendments thereto, refers. An election of directors, however, may be held at the special meeting of stockholders to which subsection (a) refers, and in that event, that meeting of stockholders shall be deemed an annual meeting of stockholders for purposes of K.S.A. 17-6501(c), and amendments thereto.
(d) If, after the dissolution became effective or after the expiration by limitation, any other entity identified in K.S.A. 17-7918, and amendments thereto, shall have adopted the same name as the corporation, or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation, or any foreign covered entity shall have qualified to do business in this state under the same name as the corporation or under a name so nearly similar thereto as not to distinguish it from the corporation, then, in such case, the corporation shall not be reinstated under the same name that it bore when its dissolution became effective or it expired by limitation, but shall adopt and be reinstated or restored under some other name, and in such case the certificate to be filed under this section shall set forth the name borne by the corporation at the time its dissolution became effective or it expired by limitation and the new name under which the corporation is to be reinstated.
(e) Nothing in this section shall be construed to affect the jurisdiction or power of the district court under K.S.A. 17-6808 and 17-6809, and amendments thereto.
(f) At any time prior to the expiration of three years following the dissolution of a nonstock corporation pursuant to K.S.A. 17-6805, and amendments thereto, or such longer period as the district court may have directed pursuant to K.S.A. 17-6807, and amendments thereto, or, at any time prior to the expiration of three years following the expiration of the time limited for a nonstock corporation's existence as provided in its articles of incorporation or such longer period as the district court may have directed pursuant to K.S.A. 17-6807, and amendments thereto, a nonstock corporation may revoke the dissolution effected by it or restore its articles of incorporation after it has expired by limitation in a manner analogous to that by which the dissolution was authorized or, in the case of a restoration, in the manner in which an amendment to the articles of incorporation to change the period of the corporation's duration would have been authorized at the time of its expiration by limitation, including: (1) If applicable, a vote of the members entitled to vote, if any, on the dissolution or the amendment; and (2) the filing of a certificate of revocation of dissolution or a certificate of restoration containing information comparable to that required by subsection (a)(4). Notwithstanding the provisions of this subsection, only subsections (b), (d) and (e) shall apply to nonstock corporations.
History: L. 1972, ch. 52, § 117; L. 1998, ch. 189, § 19; L. 2000, ch. 39, § 40; L. 2004, ch. 143, § 73; L. 2016, ch. 110, § 101; L. 2023, ch. 66, § 40; July 1.
(a) As used in this section:
(1) "Articles of incorporation" includes the articles of incorporation of a corporation organized under any special act or any law of this state; and
(2) "authority to engage in business" includes the registration of any foreign corporation under K.S.A. 17-7931, and amendments thereto.
(b) Except as provided further, any corporation whose articles of incorporation or authority to engage in business has become forfeited or void pursuant to this code or whose articles of incorporation or authority to engage in business has been revived, but, through failure to comply strictly with the provisions of this code, the validity of whose revival has been brought into question, may at any time procure a revival of its articles of incorporation, if a domestic corporation, or its authority to engage in business, if a foreign corporation, together with all the rights, franchises, privileges and immunities and subject to all of its duties, debts and liabilities that had been secured or imposed by its original articles of incorporation, and all amendments thereto, or by its authority to engage in business, as the case may be, by complying with the requirements of this section. This section shall not be applicable to a corporation whose articles of incorporation have been revoked or forfeited pursuant to K.S.A. 17-6812, and amendments thereto.
(c) The revival of the articles of incorporation or authority to engage in business may be procured as authorized by the board of directors or members of the governing body of the corporation in accordance with subsection (h) and by executing and filing a certificate of revival in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto.
(d) The certificate required by subsection (c) shall state:
(1) The date of filing of the corporation's articles of incorporation and the name of the corporation at the time its articles of incorporation or authority to engage in business became forfeited or void pursuant to this code and the new name under which the corporation is to be revived to the extent required by subsection (f);
(2) the postal address of the corporation's registered office in this state, which shall be stated in accordance with K.S.A. 17-7924(c), and amendments thereto, and the name of its resident agent at such address;
(3) that the corporation desiring to be revived and so reviving its corporate existence was duly organized under the laws of the state of its original incorporation;
(4) the date when the articles of incorporation or the authority to engage in business became forfeited or void pursuant to this code, or that the validity of any revival has been brought into question; and
(5) that the certificate of revival is filed by authority of the board of directors or members of the governing body of the corporation in accordance with subsection (h).
(e) Upon the filing of the certificate in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto, the corporation shall be revived with the same force and effect as if its articles of incorporation or authority to engage in business had not been forfeited or void pursuant to this code. Such revival shall validate all contracts, acts, matters and things made, done and performed within the scope of its articles of incorporation or authority to engage in business by the corporation, its directors or members of its governing body, officers, agents and stockholders or members during the time when its articles of incorporation or authority to engage in business was forfeited or void pursuant to this code, with the same force and effect and to all intents and purposes as if the articles of incorporation had at all times remained in full force and effect. All real and personal property, rights and credits that belonged to the corporation at the time its articles of incorporation or authority to engage in business became forfeited or void pursuant to this code and that were not disposed of prior to the time of its revival and all real and personal property, rights and credits acquired by the corporation after its articles of incorporation became forfeited or void pursuant to this code shall be vested in the corporation, after its revival, as if its articles of incorporation had at all times remained in full force and effect. The corporation after its revival shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its directors or members of its governing body, officers, agents and stockholders or members prior to its revival, as if its articles of incorporation or authority to engage in business had at all times remained in full force and effect.
(f) If, since the articles of incorporation became forfeited or void pursuant to this code, any other corporation organized under the laws of this state shall have adopted the same name as the corporation sought to be revived or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation to be revived, or any foreign corporation registered in accordance with K.S.A. 17-7931, and amendments thereto, shall have adopted the same name as the corporation sought to be revived, or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation to be revived, then in such case the corporation to be revived shall not be revived under the same name that it bore when its articles of incorporation became forfeited or void pursuant to this code, but shall be revived under some other name as set forth in the certificate to be filed pursuant to subsection (c).
(g) Any corporation that revives its articles of incorporation or authority to engage in business under this code shall file all past due business entity information reports for the immediately preceding 10 years and pay to the secretary of state an amount equal to all fees and any penalties thereon due. Nonprofit corporations shall file only the business entity information reports for the most recent reporting period and pay to the secretary of state an amount equal to all fees due.
(h) For purposes of this section the board of directors or governing body of the corporation shall be comprised of the persons, who, but for the articles of incorporation having become forfeited or void pursuant to this code, would be the duly elected or appointed directors or members of the governing body of the corporation. The requirement for authorization by the board of directors under subsection (c) shall be satisfied if a majority of the directors or members of the governing body then in office, even though less than a quorum, or the sole director or member of the governing body then in office, authorizes the revival of the articles of incorporation of the corporation and the filing of the certificate required by subsection (c). In any case where there shall be no directors of the corporation available for the purposes described in this subsection, the stockholders may elect a full board of directors, as provided by the bylaws of the corporation, and the board so elected may then authorize the revival of the articles of incorporation of the corporation and the filing of the certificate required by subsection (c). A special meeting of the stockholders for the purpose of electing directors may be called by any officer or stockholder upon notice given in accordance with K.S.A. 17-6512, and amendments thereto. For purposes of this section, the bylaws shall be the bylaws of the corporation that, but for the articles of incorporation having become forfeited or void pursuant to this code, would be the duly adopted bylaws of the corporation.
(i) After a revival of the articles of incorporation of the corporation shall have been effected, the provisions of K.S.A. 17-6501(c), and amendments thereto, shall govern and the period of time during which the articles of incorporation of the corporation was forfeited or void pursuant to this code shall be included within the calculation of the 30-day and 13-month periods to which K.S.A. 17-6501(c), and amendments thereto, refers. A special meeting of stockholders held in accordance with subsection (h) shall be deemed an annual meeting of the stockholders for purposes of K.S.A. 17-6501(c), and amendments thereto.
(j) Whenever it shall be desired to revive the articles of incorporation or authority to engage in business of any nonstock corporation, the governing body shall perform all the acts necessary for the revival of the articles of incorporation of the corporation or its authority to engage in business that are performed by the board of directors in the case of a corporation having capital stock, and the members of any nonstock corporation who are entitled to vote for the election of members of its governing body and any other members entitled to vote for dissolution under the articles of incorporation or bylaws of such corporation, shall perform all the acts necessary for the revival of the articles of incorporation of the corporation or its authority to engage in business that are performed by the stockholders in the case of a corporation having capital stock. In all other respects, the procedure for the revival of the articles of incorporation or authority to engage in business of a nonstock corporation shall conform, as nearly as may be applicable, to the procedure prescribed in this section for the revival of the articles of incorporation of a corporation having capital stock, except that subsection (i) shall not apply to nonstock corporations.
History: L. 1972, ch. 52, § 118; L. 1973, ch. 100, § 14; L. 1989, ch. 80, § 1; L. 1993, ch. 163, § 8; L. 1994, ch. 182, § 2; L. 1998, ch. 189, § 20; L. 1999, ch. 41, § 11; L. 2000, ch. 39, § 41; L. 2005, ch. 157, § 10; L. 2007, ch. 81, § 6; L. 2015, ch. 65, § 3; L. 2016, ch. 110, § 102; L. 2021, ch. 61, § 13; L. 2023, ch. 66, § 41; L. 2024, ch. 45, § 7; July 1.
Any corporation desiring to renew, restore, revive, extend and continue its corporate existence, shall, upon complying with the provisions of article 70 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, continue as provided in its certificate effecting such action, as a corporation and shall, in addition to the rights, privileges and immunities conferred by its articles of incorporation, possess and enjoy all the benefits of this code that are applicable to the nature of its business, and shall be subject to the restrictions and liabilities by this code imposed on such corporations.
History: L. 1972, ch. 52, § 119; L. 2004, ch. 143, § 74; L. 2016, ch. 110, § 103; L. 2023, ch. 66, § 42; July 1.
(a) When the officers, directors or stockholders of any corporation shall be liable by the provisions of this code to pay the debts of the corporation, or any part thereof, any person to whom they are liable may have an action against any one or more of them. The petition in any such action shall state the claim against the corporation and the ground on which the plaintiff expects to charge the defendants personally.
(b) No suit shall be brought against any officer, director or stockholder for any debt of a corporation of which such person is an officer, director or stockholder, until judgment be obtained therefor against the corporation and execution thereon returned unsatisfied.
History: L. 1972, ch. 52, § 120; L. 1973, ch. 100, § 15; L. 2016, ch. 110, § 104; July 1.
When any officer, director or stockholder shall pay any debt of a corporation for which such person is made liable by the provisions of this code, such person may recover the amount so paid in an action against the corporation for money paid for its use. In any such action, only the property of the corporation shall be liable to be taken, and not the property of any stockholder.
History: L. 1972, ch. 52, § 121; L. 2016, ch. 110, § 105; July 1.
The liability of a corporation of this state, or the stockholders, directors or officers thereof, or the rights or remedies of the creditors thereof, or of persons doing or transacting business with the corporation, shall not in any way be lessened or impaired by the voluntary transfer or sale of the assets, properties and other rights of the corporation, or by the increase or decrease in the capital stock of the corporation, or by its merger or consolidation with one or more corporations, or other entities, or by any change or amendment in its articles of incorporation.
History: L. 1972, ch. 52, § 122; L. 2004, ch. 143, § 75; January 1, 2005.
(a) No domestic or foreign corporation shall be permitted to set up or rely upon the want of legal organization as a defense to any action against it; nor shall any person transacting business with such corporation, or sued for injury done to its property, be permitted to rely upon such want of legal organization as a defense.
(b) This section shall not be construed to prevent judicial inquiry into the regularity or validity of the organization of a corporation, or its lawful possession of any corporate power it may assert in any other suit or proceeding where its corporate existence or the power to exercise the corporate rights it asserts is challenged, and evidence tending to sustain the challenge shall be admissible in any such suit or proceeding.
History: L. 1972, ch. 52, § 123; L. 2004, ch. 143, § 76; January 1, 2005.
No corporation shall plead any statute against usury in any court in any suit instituted to enforce the payment of any bond, note or other evidence of indebtedness issued or assumed by it.
History: L. 1972, ch. 52, § 124; July 1.
(a) K.S.A. 17-7201 through 17-7216, and amendments thereto, apply to all close corporations, as defined in K.S.A. 17-7202, and amendments thereto. Unless a corporation elects to become a close corporation under the foregoing sections in the manner prescribed therein, it shall be subject in all respects to the provisions of this code, except the provisions of K.S.A. 17-7201 through 17-7216, and amendments thereto.
(b) All provisions of this code shall be applicable to all close corporations, as defined in K.S.A. 17-7202, and amendments thereto, except as otherwise provided in K.S.A. 17-7201 through 17-7216, and amendments thereto.
History: L. 1972, ch. 52, § 125; L. 2016, ch. 110, § 106; July 1.
(a) A close corporation is a corporation organized under this act whose articles of incorporation contain the provisions required by K.S.A. 17-6002, and amendments thereto, and, in addition, provide that:
(1) All of the corporation's issued stock of all classes, exclusive of treasury shares, shall be held of record by not more than a specified number of persons, not exceeding 35; and
(2) all of the issued stock of all classes shall be subject to one or more of the restrictions on transfer permitted by K.S.A. 17-6426, and amendments thereto; and
(3) the corporation shall make no offering of any of its stock of any class which would constitute a "public offering" within the meaning of the United States securities act of 1933, as it may be amended from time to time.
(b) The articles of incorporation of a close corporation may set forth the qualifications of stockholders, either by specifying classes of persons who shall be entitled to be holders of record of stock of any class, or by specifying classes of persons who shall not be entitled to be holders of stock of any class, or both.
(c) For purposes of determining the number of holders of record of the stock of a close corporation, stock which is held in joint or common tenancy or by the entireties shall be treated as held by one stockholder.
History: L. 1972, ch. 52, § 126; L. 2004, ch. 143, § 77; January 1, 2005.
A close corporation shall be formed in accordance with K.S.A. 17-6001 and 17-6002 and K.S.A. 17-7908 through 17-7910, and amendments thereto, except that:
(a) Its articles of incorporation shall contain a heading stating the name of the corporation and that it is a close corporation; and
(b) its articles of incorporation shall contain the provisions required by K.S.A. 17-7202, and amendments thereto.
History: L. 1972, ch. 52, § 127; L. 2016, ch. 110, § 107; July 1.
Any corporation organized under the Kansas general corporation code may become a close corporation under K.S.A. 17-7201 through 17-7216, and amendments thereto, by executing and filing, in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto, a certificate of amendment of its articles of incorporation which shall contain: (a) A statement that it elects to become a close corporation; (b) the provisions required by K.S.A. 17-7202, and amendments thereto, to appear in the articles of incorporation of a close corporation; and (c) a heading stating the name of the corporation and that it is a close corporation. Such amendment shall be adopted in accordance with the requirements of K.S.A. 17-6601 or 17-6602, and amendments thereto, except that it must be approved by a vote of the holders of record of at least
2/3 of the shares of each class of stock of the corporation which are outstanding.
History: L. 1972, ch. 52, § 128; L. 1973, ch. 100, § 16; L. 1998, ch. 189, § 21; L. 2000, ch. 39, § 42; L. 2016, ch. 110, § 108; July 1.
A close corporation continues to be such and to be subject to the provisions of K.S.A. 17-7201 through 17-7216, and amendments thereto, until:
(a) It files with the secretary of state a certificate of amendment deleting from its articles of incorporation the provisions required or permitted by K.S.A. 17-7202, and amendments thereto, to be stated in the articles of incorporation to qualify it as a close corporation; or
(b) any one of the provisions or conditions required or permitted by K.S.A. 17-7202, and amendments thereto, to be stated in the articles of incorporation to qualify a corporation as a close corporation has been breached, in fact, and neither the corporation nor any of its stockholders takes the steps required by K.S.A. 17-7208, and amendments thereto, to prevent such loss of status or to remedy such breach.
History: L. 1972, ch. 52, § 129; L. 2016, ch. 110, § 109; July 1.
(a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to the provisions of this code relating thereto by amending its articles of incorporation to delete therefrom the additional provisions required or permitted by K.S.A. 17-7202, and amendments thereto, to be stated in the articles of incorporation of a close corporation. Any such amendment shall be adopted and shall become effective in accordance with K.S.A. 17-6602, and amendments thereto, except that it must be approved by vote of the holders of record of at least
2/3 of the shares of each class of stock of the corporation which are outstanding.
(b) The articles of incorporation of a close corporation may provide that on any amendment to terminate its status as a close corporation, a vote greater than
2/3 or a vote of all shares of any class shall be required; and if the articles of incorporation contain such a provision, that provision shall not be amended, repealed or modified by any vote less than such greater vote.
History: L. 1972, ch. 52, § 130; L. 2016, ch. 110, § 110; July 1.
(a) If stock of a close corporation is issued or transferred to any person who is not entitled under any provision of the articles of incorporation permitted by K.S.A. 17-7202(b), and amendments thereto, to be a holder of record of stock of such corporation, and if the certificate for such stock conspicuously notes or the corporation has notified the registered owner of uncertificated stock pursuant to K.S.A. 17-6401(f), and amendments thereto, of the qualifications of the persons entitled to be holders of record thereof, such person is conclusively presumed to have notice of the fact of such person's ineligibility to be a stockholder.
(b) If the articles of incorporation of a close corporation state the number of persons, not in excess of 35, who are entitled to be holders of record of its stock, and if the certificate for such stock conspicuously states or the corporation has notified the registered owner of uncertificated stock pursuant to K.S.A. 17-6401(f), and amendments thereto, of such number, and if the issuance or transfer of stock to any person would cause the stock to be held by more than such number of persons, the person to whom such stock is issued or transferred is conclusively presumed to have notice of this fact.
(c) If a stock certificate of any close corporation conspicuously notes or the corporation has notified the registered owner of uncertificated stock pursuant to K.S.A. 17-6401(f), and amendments thereto, of the fact of a restriction on transfer of stock of the corporation, and the restriction is one which is permitted by K.S.A. 17-6426, and amendments thereto, the transferee of the stock is conclusively presumed to have notice of the fact that such person has acquired stock in violation of the restriction, if such acquisition violates the restriction.
(d) Whenever any person to whom stock of a close corporation has been issued or transferred has, or is conclusively presumed under this section to have, notice either that: (1) Such person is a person not eligible to be a holder of stock of the corporation; (2) transfer of stock to such person would cause the stock of the corporation to be held by more than the number of persons permitted by its articles of incorporation to hold stock of the corporation; or (3) the transfer of stock is in violation of a restriction on transfer of stock, the corporation, at its option, may refuse to register transfer of the stock into the name of the transferee.
(e) The provisions of subsection (d) shall not be applicable if the transfer of stock, even though otherwise contrary to subsection (a), (b) or (c), has been consented to by all the stockholders of the close corporation, or if the close corporation has amended its articles of incorporation in accordance with K.S.A. 17-7206, and amendments thereto.
(f) The term "transfer," as used in this section, is not limited to a transfer for value.
(g) The provisions of this section do not impair in any way any rights of a transferee regarding any right to rescind the transaction or to recover under any applicable warranty, express or implied.
History: L. 1972, ch. 52, § 131; L. 2009, ch. 23, § 1; L. 2016, ch. 110, § 111; July 1.
(a) If any event occurs, as a result of which one or more of the provisions or conditions included in a close corporation's articles of incorporation, pursuant to K.S.A. 17-7202, and amendments thereto, to qualify it as a close corporation has been breached, the corporation's status as a close corporation shall terminate unless:
(1) Within 30 days after the occurrence of the event, or within 30 days after the event has been discovered, whichever is later, the corporation files with the secretary of state a certificate, executed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto, stating that a specified provision or condition included in its articles of incorporation pursuant to K.S.A. 17-7202, and amendments thereto, to qualify it as a close corporation has ceased to be applicable, and furnishes a copy of such certificate to each stockholder; and
(2) the corporation concurrently with the filing of such certificate takes such steps as are necessary to correct the situation which threatens its status as a close corporation, including, without limitation, the refusal to register the transfer of stock which has been wrongfully transferred as provided by K.S.A. 17-7207, and amendments thereto, or a proceeding under subsection (b).
(b) The district court, upon the suit of the corporation or any stockholder, shall have jurisdiction to issue all orders necessary to prevent the corporation from losing its status as a close corporation, or to restore its status as a close corporation, by enjoining or setting aside any act or threatened act on the part of the corporation or a stockholder which would be inconsistent with any of the provisions or conditions required or permitted by K.S.A. 17-7202, and amendments thereto, to be stated in the articles of incorporation for a close corporation, unless it is an act approved in accordance with K.S.A. 17-7206, and amendments thereto. The district court may enjoin or set aside any transfer or threatened transfer of stock of a close corporation which is contrary to the terms of its articles of incorporation or of any transfer restriction permitted by K.S.A. 17-6426, and amendments thereto, and may enjoin any public offering, as defined in K.S.A. 17-7202, and amendments thereto, or threatened public offering of stock of the close corporation.
History: L. 1972, ch. 52, § 132; L. 2000, ch. 39, § 43; L. 2016, ch. 110, § 112; July 1.
If a restriction on the transfer of a security of a close corporation is held not to be authorized by K.S.A. 17-6426, and amendments thereto, the corporation, nevertheless, shall have an option, for a period of 30 days after the judgment setting aside the restriction becomes final, to acquire the restricted security at a price which is agreed upon by the parties, or if no agreement is reached as to price, then at the fair value as determined by the district court. In order to determine fair value, the court may appoint an appraiser to receive evidence and report to the court such appraiser's findings and recommendation as to fair value.
History: L. 1972, ch. 52, § 133; L. 2016, ch. 110, § 113; July 1.
A written agreement among the stockholders of a close corporation holding a majority of the outstanding stock entitled to vote, whether solely among themselves or with a party not a stockholder, is not invalid, as between the parties to the agreement, on the ground that it so relates to the conduct of the business and affairs of the corporation as to restrict or interfere with the discretion or powers of the board of directors. The effect of any such agreement shall be to relieve the directors and impose upon the stockholders who are parties to the agreement the liability for managerial acts or omissions which is imposed on directors, to the extent and so long as the discretion or powers of the board in its management of corporate affairs is controlled by such agreement.
History: L. 1972, ch. 52, § 134; July 1.
(a) The articles of incorporation of a close corporation may provide that the business of the corporation shall be managed by the stockholders of the corporation, rather than by a board of directors. So long as this provision continues in effect: (1) No meeting of stockholders need be called to elect directors; (2) unless the context clearly requires otherwise, the stockholders of the corporation shall be deemed to be directors for purposes of applying provisions of this code; (3) unless provided otherwise in the articles of incorporation or by agreement made between the stockholders, action by stockholders shall be taken by the voting of shares of stock in the same manner as provided in K.S.A. 17-6502(a), and amendments thereto; and (4) the stockholders of the corporation shall be subject to all liabilities of directors. Such a provision may be inserted in the articles of incorporation by amendment, if all incorporators and subscribers or all holders of record of all of the outstanding stock, whether or not having voting power, authorize such a provision. An amendment to the articles of incorporation to delete such a provision shall be adopted by a vote of the holders of a majority of all outstanding stock of the corporation, whether or not otherwise entitled to vote.
(b) If the articles of incorporation contain a provision authorized by this section, the existence of such provision shall be noted conspicuously on the face or back of every stock certificate issued by such corporation or, in the case of uncertificated shares, contained in the notice sent pursuant to K.S.A. 17-6401(f), and amendments thereto.
History: L. 1972, ch. 52, § 135; L. 1975, ch. 145, § 1; L. 2016, ch. 110, § 114; July 1.
(a) In addition to the provisions of K.S.A. 17-6516, and amendments thereto, respecting the appointment of a custodian for any corporation, the district court, upon application of any stockholder, may appoint one or more persons to be custodians, and, if the corporation is insolvent, to be receivers, of any close corporation when:
(1) Pursuant to K.S.A. 17-7211, and amendments thereto, the business and affairs of the corporation are managed by the stockholders and they are so divided that the business of the corporation is suffering or is threatened with irreparable injury, and any remedy with respect to such deadlock provided in the articles of incorporation or bylaws or in any written agreement of the stockholders has failed; or
(2) the petitioning stockholder has the right to dissolution of the corporation under a provision of the articles of incorporation permitted by K.S.A. 17-7215, and amendments thereto.
(b) In lieu of appointing a custodian for a close corporation under this section or K.S.A. 17-6516, and amendments thereto, the court may appoint a provisional director, whose powers and status shall be as provided in K.S.A. 17-7213, and amendments thereto, if the court determines that it would be in the best interest of the corporation. Such appointment shall not preclude any subsequent order of the court appointing a custodian for such corporation.
History: L. 1972, ch. 52, § 136; L. 2016, ch. 110, § 115; July 1.
(a) Notwithstanding any contrary provision of the articles of incorporation or the bylaws or agreement of the stockholders, the district court may appoint a provisional director for a close corporation, if the directors are so divided respecting the management of the corporation's business and affairs that the votes required for action by the board of directors cannot be obtained, with the consequence that the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally.
(b) An application for relief under this section must be filed: (1) By at least
1/2 of the number of directors then in office; (2) by the holders of at least
1/3 of all stock then entitled to elect directors; or (3) if there be more than one class of stock then entitled to elect one or more directors, by the holders of
2/3 of the stock of any such class. The articles of incorporation of a close corporation may provide that a lesser proportion of the directors or of the stockholders or of a class of stockholders may apply for relief under this section.
(c) A provisional director shall be an impartial person who is neither a stockholder nor a creditor of the corporation or of any subsidiary or affiliate of the corporation, and whose further qualifications, if any, may be determined by the district court. A provisional director is not a receiver of the corporation and does not have the title and powers of a custodian or receiver appointed under K.S.A. 17-6516 or 17-6901, and amendments thereto. A provisional director shall have all the rights and powers of a duly elected director of the corporation, including the right to notice of and to vote at meetings of directors, until such time as such person shall be removed by order of the court, or by the holders of a majority of all shares then entitled to vote to elect directors, or by the holders of
2/3 of the shares of that class of voting shares which filed the application for appointment of a provisional director. A provisional director's compensation shall be determined by agreement between such person and the corporation, subject to approval of the court, which may fix such person's compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation.
(d) Even though the requirements of subsection (b), relating to the number of directors or stockholders who may petition for appointment of a provisional director are not satisfied, the district court, nevertheless, may appoint a provisional director if permitted by K.S.A. 17-7212(b), and amendments thereto.
History: L. 1972, ch. 52, § 137; L. 2016, ch. 110, § 116; July 1.
No written agreement among stockholders of a close corporation, nor any provision of the articles of incorporation or of the bylaws of the corporation, which agreement or provision relates to any phase of the affairs of such corporation, including but not limited to the management of its business or declaration and payment of dividends, or other division of profits, or the election of directors or officers, or the employment of stockholders by the corporation, or the arbitration of disputes, shall be invalid on the ground that it is an attempt by the parties to the agreement or by the stockholders of the corporation to treat the corporation as if it were a partnership, or to arrange relations among the stockholders or between the stockholders and the corporation in a manner that would be appropriate only among partners.
History: L. 1972, ch. 52, § 138; July 1.
(a) The articles of incorporation of any close corporation may include a provision granting to any stockholder, or to the holders of any specified number or percentage of shares of any class of stock, an option to have the corporation dissolved at will or upon the occurrence of any specified event or contingency. Whenever any such option to dissolve is exercised, the stockholders exercising such option shall give written notice thereof to all other stockholders. After the expiration of 30 days following the sending of such notice, the dissolution of the corporation shall proceed as if the required number of stockholders having voting power had voted in favor thereof.
(b) If the articles of incorporation, as originally filed, do not contain a provision authorized by subsection (a), the articles may be amended to include such provision if adopted by the affirmative vote of the holders of all the outstanding stock, whether or not entitled to vote, unless the articles of incorporation specifically authorize such an amendment by a vote which shall be not less than
2/3 of all the outstanding stock whether or not entitled to vote.
(c) Each stock certificate in any corporation whose articles of incorporation authorize dissolution, as permitted by this section, shall conspicuously note on the face thereof or, in the case of uncertificated shares, contained in the notice sent pursuant to K.S.A. 17-6401(f), and amendments thereto, the existence of the provision. Unless noted conspicuously on the face of the stock certificate or in the notice sent pursuant to K.S.A. 17-6401(f), and amendments thereto, or unless the transferee had actual knowledge of or consented to the dissolution, the provision is ineffective.
History: L. 1972, ch. 52, § 139; L. 2016, ch. 110, § 117; July 1.
The provisions of K.S.A. 17-7201 to 17-7215, inclusive, and any amendments thereto shall not be deemed to repeal any statute or rule of law which is or would be applicable to any corporation which is organized under the provisions of this act, but which is not a close corporation.
History: L. 1972, ch. 52, § 140; L. 1973, ch. 100, § 17; July 1.
K.S.A. 17-72a01 through 17-72a09, and amendments thereto, apply to all public benefit corporations, as defined in K.S.A. 17-72a02, and amendments thereto. If a corporation elects to become a public benefit corporation under K.S.A. 17-72a01 through 17-72a09, and amendments thereto, in the manner prescribed in K.S.A. 17-72a01 through 17-72a09, and amendments thereto, it shall be subject in all respects to the provisions of the Kansas general corporation code, except to the extent K.S.A. 17-72a01 through 17-72a09, and amendments thereto, impose additional or different requirements, in which case such requirements shall apply.
History: L. 2017, ch. 71, § 1; July 1.
(a) A "public benefit corporation" is a for-profit corporation organized under and subject to the requirements of the Kansas general corporation code that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a public benefit corporation shall be managed in a manner that balances the stockholders' pecuniary interests, the best interests of those materially affected by the corporation's conduct and the public benefit or public benefits identified in its articles of incorporation. In the articles of incorporation, a public benefit corporation shall:
(1) Identify within its statement of business or purpose pursuant to K.S.A. 17-6002(a)(3), and amendments thereto, one or more specific public benefits to be promoted by the corporation; and
(2) state within its heading the name of the corporation and that it is a public benefit corporation pursuant to K.S.A. 17-7919(b), and amendments thereto.
(b) "Public benefit" means a positive effect, or reduction of negative effects, on one or more categories of persons, entities, communities or interests, other than stockholders in their capacities as stockholders, including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. "Public benefit provisions" means the provisions of the articles of incorporation contemplated by this section.
(c) If the name of a public benefit corporation does not contain language stated in K.S.A. 17-7919(b)(1) through (4), and amendments thereto, the corporation shall, prior to issuing unissued shares of stock or disposing of treasury shares, provide notice to any person to whom such stock is issued or who acquires such treasury shares that it is a public benefit corporation; but such notice need not be provided if the issuance or disposal is pursuant to an offering registered under the securities act of 1933, 15 U.S.C. § 77r et seq., or if, at the time of issuance or disposal, the corporation has a class of securities that is registered under the securities exchange act of 1934, 15 U.S.C. § 78a et seq.
History: L. 2017, ch. 71, § 2; July 1.
History: L. 2017, ch. 71, § 3; Repealed, L. 2023, ch. 66, § 74; January 1, 2024.
Any stock certificate issued by a public benefit corporation shall note conspicuously that the corporation is a public benefit corporation formed pursuant to K.S.A. 17-72a01 through 17-72a09, and amendments thereto. Any notice given by a public benefit corporation pursuant to K.S.A. 17-6401(f), and amendments thereto, shall state conspicuously that the corporation is a public benefit corporation formed pursuant to K.S.A. 17-72a01 through 17-72a09, and amendments thereto.
History: L. 2017, ch. 71, § 4; L. 2023, ch. 66, § 43; July 1.
(a) The board of directors shall manage or direct the business and affairs of the public benefit corporation in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially affected by the corporation's conduct and the specific public benefit or public benefits identified in its articles of incorporation.
(b) A director of a public benefit corporation shall not, by virtue of the public benefit provisions or K.S.A. 17-72a02(a), and amendments thereto, have any duty to any person on account of any interest of such person in the public benefit or public benefits identified in the articles of incorporation or on account of any interest materially affected by the corporation's conduct and, with respect to a decision implicating the balancing requirement in subsection (a), will be deemed to satisfy such director's fiduciary duties to stockholders and the corporation if such director's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.
(c) A director's ownership of or other interest in the stock of the public benefit corporation shall not alone, for the purposes of this section, create a conflict of interest on the part of the director with respect to the director's decision implicating the balancing requirement in subsection (a), except to the extent that such ownership or interest would create a conflict of interest if the corporation were not a public benefit corporation. In the absence of a conflict of interest, no failure to satisfy that balancing requirement shall, for the purposes of K.S.A. 17-6002(b)(8) or 17-6305, and amendments thereto, constitute an act or omission not in good faith, or a breach of the duty of loyalty unless the articles of incorporation so provide.
History: L. 2017, ch. 71, § 5; L. 2023, ch. 66, § 44; July 1.
(a) A public benefit corporation shall include in every notice of a meeting of stockholders a statement to the effect that it is a public benefit corporation formed pursuant to K.S.A. 17-72a01 through 17-72a09, and amendments thereto.
(b) A public benefit corporation shall no less than annually provide its stockholders with a statement as to the corporation's promotion of the public benefit or public benefits identified in the articles of incorporation and of the best interests of those materially affected by the corporation's conduct. The statement shall include:
(1) The objectives the board of directors has established to promote such public benefit or public benefits and interests;
(2) the standards the board of directors has adopted to measure the corporation's progress in promoting such public benefit or public benefits and interests;
(3) objective factual information based on those standards regarding the corporation's success in meeting the objectives for promoting such public benefit or public benefits and interests; and
(4) an assessment of the corporation's success in meeting the objectives and promoting such public benefit or public benefits and interests.
(c) A public benefit corporation shall provide the statement described in subsection (b) to its stockholders at the time prescribed by K.S.A. 17-7503, and amendments thereto, for the filing of the public benefit corporation's annual report.
(d) The statement described in subsection (b) shall be based on a third-party standard. A "third-party standard" means a standard for defining, reporting and assessing promotion of the public benefit or public benefits and interests identified in the public benefit corporation's articles of incorporation that: (1) Is developed by a person or entity that is independent of the public benefit corporation; and (2) is transparent because the following information about the standard is publicly available: (A) The factors considered when measuring the performance of a business; (B) the relative weightings of those factors; and (C) the identity of the persons who developed the standard and who control changes to the standard and the process by which those changes are made. For purposes of this section, the term "independent" means having no material relationship with the public benefit corporation or any of its directors, officers, or affiliates, as determined by the board of the public benefit corporation or a committee thereof.
(e) A public benefit corporation shall post its most recent statement described in subsection (b) on the public portion of its website, if any, concurrently with the delivery of such statement to its stockholders under subsection (c). If a public benefit corporation does not have a website, it shall provide a copy of such statement, without charge, to any person that requests a copy. The compensation paid to directors and any other financial or proprietary information contained in the statement described in subsection (b) may be omitted from any statement that is publicly posted or provided to any person pursuant to this subsection, other than a statement provided to a stockholder, director or officer.
(f) The articles of incorporation or bylaws of a public benefit corporation may require that the corporation obtain a periodic third-party certification addressing the corporation's promotion of the public benefit or public benefits identified in the articles of incorporation or the best interests of those materially affected by the corporation's conduct, or both.
History: L. 2017, ch. 71, § 6; July 1.
Any action to enforce the balancing requirement of K.S.A. 17-72a05(a), and amendments thereto, including any individual, derivative, or any other type of action, shall not be brought unless the plaintiffs in such action own individually or collectively, as of the date the action is instituted, at least 2% of the corporation's outstanding shares or, in the case of a corporation with shares listed on a national securities exchange, the lesser of such percentage or shares of the corporation with a market value of at least $2,000,000 as of the date the action is instituted. This section shall not relieve the plaintiffs from complying with any other conditions applicable to filing a derivative action including K.S.A. 60-223a(b)(1), and amendments thereto, and any rules of the court where the action is filed.
History: L. 2017, ch. 71, § 7; L. 2023, ch. 66, § 45; July 1.
K.S.A. 17-72a01 through 17-72a09, and amendments thereto, shall not affect a statute or rule of law that is or would be applicable to any corporation that is organized under the Kansas general corporation code but is not a public benefit corporation, except as provided in K.S.A. 17-72a03, and amendments thereto.
History: L. 2017, ch. 71, § 8; July 1.
K.S.A. 17-72a01 through 17-72a09, and amendments thereto, shall be part of and supplemental to the Kansas general corporation code, articles 60 through 74 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 2017, ch. 71, § 9; July 1.
Revisor's Note: Section was amended by L. 1999, ch. 39, § 17, but that version was repealed by L. 1999, ch. 149, § 14.
History: L. 1972, ch. 52, § 141; L. 1973, ch. 100, § 18; L. 1975, ch. 144, § 2; L. 1987, ch. 89, § 2; L. 1999, ch. 41, § 4; L. 1999, ch. 149, § 2; L. 2000, ch. 39, § 44; L. 2004, ch. 143, § 78; L. 2009, ch. 64, § 2; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
(a) Whenever any foreign corporation admitted to do business in this state is a party to a merger or consolidation with any other foreign corporation, whether or not admitted to do business in this state, such foreign corporation shall file with the secretary of state of this state, within 30 days after the time the merger or consolidation becomes effective, a form prescribed by the secretary of state of this state, stating:
(1) The corporate parties thereto;
(2) the jurisdiction of incorporation of each corporate party;
(3) the time when such merger or consolidation became effective; and
(4) that the resulting or surviving corporation is a corporation in good standing in such jurisdiction.
(b) Whenever any foreign corporation admitted to do business in this state shall amend its articles of incorporation in a manner that affects any of the information contained on such corporation's application to do business in Kansas, the corporation shall file with the secretary of state, within 30 days after the amendment is adopted, a form prescribed by the secretary of state of this state attesting to such amendment. In the alternative, any foreign corporation may amend its original application for authority to do business in Kansas by filing a certificate of amendment certifying that such amendment has been duly adopted and executed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto.
History: L. 1972, ch. 52, § 142; L. 1973, ch. 100, § 19; L. 1978, ch. 80, § 5; L. 1987, ch. 89, § 3; L. 1998, ch. 189, § 22; L. 2000, ch. 39, § 45; L. 2004, ch. 143, § 79; L. 2016, ch. 110, § 118; L. 2023, ch. 66, § 46; L. 2025, ch. 10, § 2; July 1.
History: L. 1972, ch. 52, § 143; L. 1973, ch. 100, § 20; L. 2004, ch. 143, § 80; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
History: L. 1972, ch. 52, § 144; L. 1978, ch. 80, § 6; L. 2004, ch. 143, § 81; L. 2007, ch. 81, § 7; Repealed, L. 2015, ch. 65, § 24; July 1.
(a) Unless authority is expressly conferred by another law of this state, no foreign corporation shall possess the power of issuing bills, notes or other evidences of debt for circulation as money, or the power of carrying on the business of receiving deposits of money.
(b) Foreign corporations authorized to do business in this state which are organized to buy, sell and otherwise deal in notes, open accounts and other similar evidences of debt, or to loan money and to take notes, open accounts and other similar evidences of debt as collateral security therefor, shall not be deemed to be engaging in the business of banking.
(c) Any corporation organized under the laws of another state, territory or foreign country, and authorized to do business in this state, shall be subject to the same provisions, judicial control, restrictions and penalties, except as otherwise provided in K.S.A. 17-7302 through 17-7308 and K.S.A. 17-7930 through 17-7937, and amendments thereto, as corporations organized under the laws of this state.
History: L. 1972, ch. 52, § 145; L. 2016, ch. 110, § 119; July 1.
History: L. 1972, ch. 52, § 146; L. 1996, ch. 135, § 3; L. 1999, ch. 41, § 12; L. 2004, ch. 143, § 82; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
(a) A foreign corporation which is required to comply with the provisions of K.S.A. 17-7302 and K.S.A. 17-7930 through 17-7934, and amendments thereto, and which has done business in this state without authority shall not maintain any action or special proceeding in this state, unless and until such corporation has been authorized to do business in this state and has paid to the state all taxes, fees and penalties which would have been due for the years or parts thereof during which it did business in this state without authority. This prohibition shall not apply to any successor in interest of any such foreign corporation.
(b) The failure of a foreign corporation to obtain authority to do business in this state shall not impair the validity of any contract or act of the foreign corporation or the right of any other party to the contract to maintain any action or special proceeding thereon, and shall not prevent the foreign corporation from defending any action or special proceeding in this state.
(c) Any person having a cause of action against any foreign corporation, whether or not such corporation is qualified to do business in this state, which cause of action arose in Kansas out of such corporation doing business in Kansas, or arose while such corporation was doing business in Kansas, may file suit against the corporation in the proper court of a county in which there is proper venue. Service of process in any action shall be made in the manner prescribed by K.S.A. 60-304, and amendments thereto.
History: L. 1972, ch. 52, § 147; L. 1973, ch. 100, § 21; L. 2016, ch. 110, § 120; July 1.
History: L. 1972, ch. 52, § 148; Repealed, L. 2015, ch. 65, § 24; July 1.
History: L. 1972, ch. 52, § 149; Repealed, L. 1999, ch. 39, § 18; July 1.
History: L. 1972, ch. 52, § 150; L. 1996, ch. 135, § 4; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
All rights, privileges and immunities vested or accrued by and under any laws enacted prior to the adoption or amendment of this act, and all suits pending, all rights of action conferred, and all duties, restrictions, liabilities and penalties imposed or required by and under laws enacted prior to the adoption or amendment of this act, shall not be impaired, diminished or affected by this act.
History: L. 1972, ch. 52, § 151; July 1.
Articles 60 through 74 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, shall be known and may be cited as the Kansas general corporation code.
History: L. 1972, ch. 52, § 152; L. 1973, ch. 100, § 22; L. 2016, ch. 110, § 121; July 1.
The provisions of this act* shall apply to all actions taken on or after April 21, 1988.
History: L. 1988, ch. 100, § 50; May 5.
As used in this act:
(a) "Domestic corporation" means any corporation organized under the laws of this state, irrespective of whether such corporation is organized for profit.
(b) "Foreign corporation" means any corporation organized under the laws of any jurisdiction other than this state.
(c) "Articles of incorporation" means the original articles of incorporation filed to create a corporation, but such term also includes the charter, articles of association and any other instrument by whatever name known under which a corporation has been or may be lawfully formed.
(d) "Shareholder's equity" means the sum of: (1) Paid-in capital stock, except that paid-in capital stock shall not include any capital stock issued by a corporation and reacquired by such corporation through gift, purchase or otherwise and available for resale or retirement; (2) capital paid in, in excess of par; and (3) retained earnings, except that any moneys which have been allocated and are payable to the members of any corporation which is organized as a cooperative association or society shall not be included as part of the retained earnings of such corporation for the purpose of this act.
(e) "Shareholder's equity attributable to Kansas" means the shareholder's equity of a corporation multiplied by a percentage which is the average of the following three percentages: (1) The average value of the corporation's real and tangible personal property owned or rented and used in this state during the next preceding tax period divided by the average total value of the corporation's real and tangible personal property owned or rented and used during the next preceding tax period; (2) the total amount of compensation paid by the corporation in this state during the next preceding tax period divided by the total amount of compensation paid everywhere by the corporation during the next preceding tax period; and (3) the total sales of the corporation in this state during the next preceding tax period divided by the total sales of the corporation everywhere during the next preceding tax period. If a corporation has no property or activity mentioned in one of the above factors, the appropriate percentage for that factor is 100%.
(f) "Tax period" means a corporation's taxable year under the Kansas income tax act.
History: L. 1972, ch. 54, § 1; L. 1973, ch. 101, § 1; L. 1991, ch. 76, § 3; July 1.
History: L. 1972, ch. 54, § 2; L. 1972, ch. 55, § 1; L. 1973, ch. 101, § 2; L. 1982, ch. 363, § 5; L. 1991, ch. 76, § 4; L. 1999, ch. 41, § 5; Repealed, L. 2004, ch. 143, § 109; January 1, 2005.
(a) Every domestic corporation organized for profit shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the corporation on the day the report is filed with the secretary of state.
(b) The report shall be made on forms prescribed by the secretary of state and shall be filed biennially, as determined by the year that the domestic corporation filed its formation documents. A domestic corporation that filed formation documents in an even-numbered year shall file a report in each even-numbered year. A domestic corporation that filed formation documents in an odd-numbered year shall file a report in each odd-numbered year. The report shall be filed not later than April 15.
(c) The report shall contain the following information:
(1) The name of the corporation;
(2) 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;
(3) the name and postal address for the president, secretary, treasurer or equivalent of such officers and members of the board of directors;
(4) the nature and kind of business in which the corporation is engaged; and
(5) if the corporation is a parent corporation holding more than 50% equity ownership in any other business entity registered with the secretary of state, the name and identification number of any such subsidiary business entity.
(d) Every corporation subject to the provisions of this section that holds agricultural land, as defined in K.S.A. 17-5903, and amendments thereto, within this state shall show the following additional information on the report:
(1) The acreage and location listed by section, range, township and county of each lot, tract or parcel of agricultural land in this state owned or leased by or to the corporation;
(2) the purposes for which such agricultural land is owned or leased and, if leased, to whom such agricultural land is leased;
(3) the value of the nonagricultural assets and the agricultural assets, stated separately, owned and controlled by the corporation both within and without the state of Kansas and where situated;
(4) the total number of stockholders of the corporation;
(5) the number of acres owned or operated by the corporation, the number of acres leased by the corporation and the number of acres leased to the corporation;
(6) the number of acres of agricultural land, held and reported in each category under paragraph (5), stated separately, being irrigated; and
(7) whether any of the agricultural land held and reported under this subsection was acquired after July 1, 1981.
(e) The report shall be executed in accordance with the provisions of K.S.A. 17-7908 through 17-7910, and amendments thereto. 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. This report shall be subscribed by the person as true, under penalty of perjury.
(f) At the time of filing its business entity information report it shall be the duty of each domestic corporation organized for profit to pay to the secretary of state a fee in an amount equal to $80, plus the amount specified in rules and regulations of the secretary.
History: L. 1972, ch. 54, § 3; L. 1973, ch. 99, § 3; L. 1974, ch. 100, § 1; L. 1975, ch. 144, § 3; L. 1976, ch. 99, § 4; L. 1977, ch. 78, § 2; L. 1981, ch. 108, § 1; L. 1981, ch. 107, § 2; L. 1989, ch. 81, § 2; L. 1990, ch. 85, § 2; L. 1991, ch. 76, § 5; L. 1994, ch. 182, § 5; L. 1997, ch. 106, § 2; L. 2000, ch. 172, § 1; L. 2002, ch. 185, § 41; L. 2004, ch. 171, § 20; L. 2005, ch. 157, § 11; L. 2016, ch. 110, § 122; L. 2021, ch. 61, § 14; L. 2023, ch. 66, § 47; L. 2024, ch. 45, § 8; July 1.
History: L. 1972, ch. 54, § 3; L. 1973, ch. 99, § 3; L. 1974, ch. 100, § 1; L. 1975, ch. 144, § 3; L. 1976, ch. 99, § 4; L. 1977, ch. 78, § 2; L. 1981, ch. 108, § 1; L. 1981, ch. 107, § 2; L. 1989, ch. 81, § 2; L. 1990, ch. 85, § 2; L. 1991, ch. 76, § 5; L. 1994, ch. 182, § 5; L. 1997, ch. 106, § 2; L. 2000, ch. 172, § 1; L. 2002, ch. 185, § 41; L. 2004, ch. 143, § 83; Repealed, L. 2005, ch. 157, § 31; January 1, 2006.
(a) Every corporation organized not for profit shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the corporation on the day the report is filed with the secretary of state.
(b) The report shall be made on forms prescribed by the secretary of state and shall be filed biennially, as determined by the year that the corporation organized not for profit filed its formation documents. A corporation organized not for profit that filed formation documents in an even-numbered year shall file a report in each even-numbered year. A corporation organized not for profit that filed formation documents in an odd-numbered year shall file a report in each odd-numbered year. The report shall be filed not later than June 15.
(c) The report shall contain the following information:
(1) The name of the corporation;
(2) 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;
(3) the name and postal address for the president, secretary and treasurer, or equivalent of such officers, and the members of the governing body; and
(4) if the corporation is a parent corporation holding more than 50% equity ownership in any other business entity registered with the secretary of state, the name and identification number of any such subsidiary business entity.
(d) Every corporation subject to the provisions of this section that holds agricultural land, as defined in K.S.A. 17-5903, and amendments thereto, within this state shall show the following additional information on the report:
(1) The acreage and location listed by section, range, township and county of each lot, tract or parcel of agricultural land in this state owned or leased by or to the corporation;
(2) the purposes for which such agricultural land is owned or leased and, if leased, to whom such agricultural land is leased;
(3) the value of the nonagricultural assets and the agricultural assets, stated separately, owned and controlled by the corporation both within and without the state of Kansas and where situated;
(4) the total number of stockholders or members of the corporation;
(5) the number of acres owned or operated by the corporation, the number of acres leased by the corporation and the number of acres leased to the corporation;
(6) the number of acres of agricultural land, held and reported in each category under paragraph (5), stated separately, being irrigated; and
(7) whether any of the agricultural land held and reported under this subsection was acquired after July 1, 1981.
(e) The report shall be executed in accordance with the provisions of K.S.A. 17-7908 through 17-7910, and amendments thereto. 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. This report shall be subscribed by the person as true, under penalty of perjury.
(f) At the time of filing its business entity information report, each nonprofit corporation shall pay a fee in an amount equal to $80, plus the amount specified in rules and regulations of the secretary.
History: L. 1972, ch. 54, § 4; L. 1972, ch. 55, § 2; L. 1973, ch. 99, § 4; L. 1974, ch. 100, § 2; L. 1975, ch. 144, § 4; L. 1976, ch. 113, § 1; L. 1976, ch. 99, § 5; L. 1977, ch. 78, § 3; L. 1981, ch. 108, § 2; L. 1981, ch. 107, § 3; L. 1987, ch. 89, § 4; L. 1990, ch. 85, § 3; L. 1991, ch. 76, § 6; L. 1997, ch. 106, § 3; L. 2002, ch. 185, § 42; L. 2004, ch. 171, § 21; L. 2005, ch. 157, § 12; L. 2016, ch. 110, § 123; L. 2021, ch. 61, § 15; L. 2023, ch. 66, § 48; L. 2024, ch. 45, § 9; July 1.
History: L. 1972, ch. 54, § 4; L. 1972, ch. 55, § 2; L. 1973, ch. 99, § 4; L. 1974, ch. 100, § 2; L. 1975, ch. 144, § 4; L. 1976, ch. 113, § 1; L. 1976, ch. 99, § 5; L. 1977, ch. 78, § 3; L. 1981, ch. 108, § 2; L. 1981, ch. 107, § 3; L. 1987, ch. 89, § 4; L. 1990, ch. 85, § 3; L. 1991, ch. 76, § 6; L. 1997, ch. 106, § 3; L. 2002, ch. 185, § 42; L. 2004, ch. 143, § 84; Repealed, L. 2005, ch. 157, § 31; January 1, 2006.
(a) Every foreign corporation organized for profit, or organized under the cooperative type statutes of the state, territory or foreign country of incorporation, now or hereafter doing business in this state, and owning or using a part or all of its capital in this state, and subject to compliance with the laws relating to the admission of foreign corporations to do business in Kansas, shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the corporation on the day the report is filed with the secretary of state.
(b) The report shall be made on a form prescribed by the secretary of state and shall be filed biennially, as determined by the year that the foreign corporation filed its foreign corporation application in Kansas. A foreign corporation that filed an application in an even-numbered year shall file a report in each even-numbered year. A foreign corporation that filed an application in an odd-numbered year shall file a report in each odd-numbered year. The report shall be filed not later than April 15.
(c) The report shall contain the following information:
(1) The name of the corporation and under the laws of what state or country it is incorporated;
(2) the location of its principal office, including the building and suite number, street name or rural route number with box number, city, state and zip code;
(3) the name and postal address for the president, secretary, treasurer, or equivalent of such officers, and members of the board of directors;
(4) the nature and kind of business in which the company is engaged; and
(5) if the corporation is a parent corporation holding more than 50% equity ownership in any other business entity registered with the secretary of state, the name and identification number of any such subsidiary business entity.
(d) Every corporation subject to the provisions of this section that holds agricultural land, as defined in K.S.A. 17-5903, and amendments thereto, within this state shall show the following additional information on the report:
(1) The acreage and location listed by section, range, township and county of each lot, tract or parcel of agricultural land in this state owned or leased by or to the corporation;
(2) the purposes for which such agricultural land is owned or leased and, if leased, to whom such agricultural land is leased;
(3) the value of the nonagricultural assets and the agricultural assets, stated separately, owned and controlled by the corporation both within and without the state of Kansas and where situated;
(4) the total number of stockholders of the corporation;
(5) the number of acres owned or operated by the corporation, the number of acres leased by the corporation and the number of acres leased to the corporation;
(6) the number of acres of agricultural land, held and reported in each category under paragraph (5), stated separately, being irrigated; and
(7) whether any of the agricultural land held and reported under this subsection was acquired after July 1, 1981.
(e) The report shall be executed in accordance with the provisions of K.S.A. 17-7908 through 17-7910, and amendments thereto. 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. This report shall be subscribed by the person as true, under penalty of perjury.
(f) At the time of filing its business entity information report, each such foreign corporation shall pay to the secretary of state a fee in an amount equal to $80, plus the amount specified in rules and regulations of the secretary.
History: L. 1972, ch. 54, § 5; L. 1973, ch. 99, § 5; L. 1974, ch. 100, § 3; L. 1975, ch. 144, § 5; L. 1976, ch. 99, § 6; L. 1977, ch. 78, § 4; L. 1981, ch. 108, § 3; L. 1981, ch. 107, § 4; L. 1987, ch. 89, § 5; L. 1989, ch. 81, § 3; L. 1990, ch. 85, § 4; L. 1991, ch. 76, § 7; L. 1997, ch. 106, § 4; L. 2000, ch. 172, § 2; L. 2002, ch. 185, § 43; L. 2004, ch. 171, § 22; L. 2005, ch. 157, § 13; L. 2016, ch. 110, § 124; L. 2021, ch. 61, § 16; L. 2023, ch. 66, § 49; L. 2024, ch. 45, § 10; July 1.
History: L. 1972, ch, 54, § 5; L. 1973, ch. 99, § 5; L. 1974, ch. 100, § 3; L. 1975, ch. 144, § 5; L. 1976, ch. 99, § 6; L. 1977, ch. 78, § 4; L. 1981, ch. 108, § 3; L. 1981, ch. 107, § 4; L. 1987, ch. 89, § 5; L. 1989, ch. 81, § 3; L. 1990, ch. 85, § 4; L. 1991, ch. 76, § 7; L. 1997, ch. 106, § 4; L. 2000, ch. 172, § 2; L. 2002, ch. 185, § 43; L. 2004, ch. 143, § 85; Repealed, L. 2005, ch. 157, § 31; January 1, 2006.
(a) The secretary of state shall charge each corporation a fee established pursuant to rules and regulations, but not exceeding $250, for issuing or filing and indexing articles of incorporation of a for-profit or a foreign corporation application.
(b) The secretary of state shall charge each corporation a fee established by rules and regulations, but not exceeding $50, for articles of incorporation of a nonprofit corporation.
(c) The secretary of state shall charge each corporation a fee established by rules and regulations, but not exceeding $150, for issuing or filing and indexing any of the corporate documents described below:
(1) Certificate of extension, revocation of dissolution, restoration or revival of articles of incorporation;
(2) certificate of amendment of articles of incorporation, either prior to or after payment of capital;
(3) certificate of designation of preferences;
(4) certificate of retirement of preferred stock;
(5) certificate of increase or reduction of capital;
(6) certificate of dissolution, either prior to or after beginning business;
(7) certificate of revocation of voluntary dissolution;
(8) certificate of change of location of registered office and resident agent;
(9) certificate of merger or consolidation or agreement of merger or consolidation;
(10) certificate of ownership and merger;
(11) certificate of extension, restoration, renewal or revival of a certificate of authority of foreign corporation to do business in Kansas;
(12) change of resident agent or amendment by foreign corporation;
(13) certificate of withdrawal of foreign corporation;
(14) certificate of correction of any of the instruments designated in this section;
(15) reservation of corporate name;
(16) restated articles of incorporation;
(17) extension of a business entity information report;
(18) certificate of validation; and
(19) certificate of reinstatement.
(d) The secretary of state shall charge each corporation a fee established pursuant to rules and regulations, but not exceeding $50, for issuing certified copies, photocopies, certificates of good standing and any other certificate or filing for which a filing or indexing fee is not prescribed by law.
(e) The secretary of state shall not charge fees for providing the following information: Name of the corporation; postal address of its registered office and the name of its resident agent; the amount of its authorized capital stock; the state of its incorporation; date of filing of articles of incorporation, foreign corporation application or business entity information report; and date of expiration.
(f) The secretary of state shall prescribe by rules and regulations any fees required by this act.
History: L. 1972, ch. 54, § 6; L. 1973, ch. 99, § 6; L. 1976, ch. 99, § 7; L. 1978, ch. 347, § 4; L. 1983, ch. 272, § 1; L. 1999, ch. 41, § 6; L. 2004, ch. 143, § 86; L. 2009, ch. 20, § 1; L. 2016, ch. 110, § 125; L. 2021, ch. 61, § 17; L. 2023, ch. 66, § 50; L. 2024, ch. 45, § 11; July 1.
Revisor's Note: Section was amended multiple times during the 2004 session, see also 17-7507a.
History: L. 1972, ch. 54, § 7; L. 1988, ch. 99, § 2; Revived and amended, L. 1988, ch. 100, § 2; L. 2002, ch. 185, § 45; L. 2004, ch. 171, § 23; L. 2005, ch. 157, § 14; Repealed, L. 2021, ch. 61, § 61; January 1, 2023.
History: L. 1972, ch. 54, § 7; L. 1988, ch. 99, § 2; Revived and amended, L. 1988, ch. 100, § 2; L. 2002, ch. 185, § 45; L. 2004, ch. 143, § 87; Repealed, L. 2005, ch. 157, § 31; January 1, 2006.
History: L. 1972, ch. 54, § 8; L. 1973, ch. 101, § 5; L. 1976, ch. 368, § 1; L. 1992, ch. 270, § 22; L. 2001, ch. 5, § 64; Repealed, L. 2004, ch. 171, § 41; July 1.
(a) In case any corporation organized for profit that is required to file a business entity information report and pay the required fee prescribed by this act shall fail or neglect to make such report at the time prescribed, such corporation shall be subject to a penalty of $75. Such penalty and the fees required to be paid by this act may be recovered by an action in the name of the state, and all moneys recovered shall be remitted to the state treasurer in accordance with the provisions of K.S.A. 75-4215, and amendments thereto. Upon receipt of each such remittance, the state treasurer shall deposit the entire amount in the state treasury to the credit of the state general fund.
(b) The penalties provided for in subsection (a) also may be assessed against any corporation for the reason that such corporation has been canceled or its existence forfeited pursuant to the Kansas general corporation code. No penalty shall be charged pursuant to this subsection, if a corporation is assessed penalties pursuant to grounds specified in subsection (a).
History: L. 1972, ch. 54, § 9; L. 1973, ch. 101, § 3; L. 1978, ch. 80, § 7; L. 1996, ch. 225, § 3; L. 2001, ch. 5, § 65; L. 2004, ch. 171, § 24; L. 2005, ch. 157, § 15; L. 2021, ch. 61, § 18; January 1, 2023.
(a) In addition to any other penalties, the failure of any domestic corporation to file the business entity information report in accordance with the provisions of this act or to pay the fee provided for within 90 days of the time for filing and paying the same or, in the case of a report filing and fee received by mail, postmarked within 90 days of the time for filing and paying the same, shall work the forfeiture of the articles of incorporation of such domestic corporation. Within 60 days after the date such business entity information report and fee are due, the secretary of state, by mail, shall notify any corporation that has failed to submit such report and fee when due that its articles of incorporation shall be forfeited unless the business entity information report is filed and the fee is paid within 90 days from the date such report and fee were due. Any corporation that fails to submit such report and fee within such time shall forfeit its articles of incorporation, and the secretary of state shall notify the attorney general that the articles of incorporation of such corporation have been forfeited.
(b) In addition to any other penalties, the failure of any foreign corporation to file the business entity information report or pay the fee prescribed by this act within 90 days from the time provided for filing and paying the same or, in the case of a report filing and fee received by mail, postmarked within 90 days of the time for filing and paying the same, shall work a forfeiture of its right or authority to do business in this state. Within 60 days after the date such business entity information report and fee are due, the secretary of state, by mail, shall notify any corporation that has failed to submit such report and fee when due that its authority to do business in this state shall be forfeited unless the business entity information report * and fee is paid within 90 days from the date such report and fee were due. Any corporation that fails to submit such report and fees within such time shall forfeit its authority to do business in this state, and the secretary of state shall publish a notice of such forfeiture in the Kansas register.
(c) This section shall not be construed to restrict the state from invoking any other remedies provided by law.
(d) The secretary of state shall not issue certificates of good standing for any corporation that has failed to file its business entity information report or pay the required fee.
History: L. 1972, ch. 54, § 10; L. 1973, ch. 101, § 4; L. 1975, ch. 146, § 1; L. 1981, ch. 324, § 9; L. 2004, ch. 171, § 25; L. 2005, ch. 157, § 16; L. 2016, ch. 110, § 126; L. 2021, ch. 61, § 19; January 1, 2023.
History: L. 1972, ch. 54, § 10; L. 1973, ch. 101, § 4; L. 1975, ch. 146, § 1; L. 1981, ch. 324, § 9; L. 2004, ch. 143, § 89; Repealed, L. 2005, ch. 157, § 31; January 1, 2006.
History: L. 1972, ch. 54, § 11; L. 2004, ch. 171, § 26; L. 2021, ch. 61, § 20; Repealed, L. 2023, ch. 66, § 73; July 1.
The provisions of this act relating to the filing of business entity information reports and the payment of fees shall not apply to banking, insurance or savings and loan corporations, credit unions, any firemen's relief association under the jurisdiction and supervision of the insurance commissioner or to Kansas venture capital, inc. or venture capital companies certified by the secretary of commerce pursuant to article 83 of chapter 74 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 1972, ch. 54, § 12; L. 1972, ch. 55, § 3; L. 1973, ch. 101, § 6; L. 1987, ch. 319, § 4; L. 2004, ch. 171, § 27; L. 2005, ch. 157, § 17; L. 2016, ch. 110, § 127; L. 2021, ch. 61, § 21; January 1, 2023.
History: L. 1972, ch. 54, § 12; L. 1972, ch. 55, § 3; L. 1973, ch. 101, § 6; L. 1987, ch. 319, § 4; L. 2004, ch. 143, § 90; Repealed, L. 2005, ch. 157, § 31; January 1, 2006.
History: L. 1972, ch. 54, § 13; Repealed, L. 2004, ch. 143, § 109; January 1, 2005.
History: L. 1973, ch. 101, § 7; L. 1976, ch. 99, § 8; L. 1979, ch. 63, § 1; L. 1979, ch. 64, § 1; L. 1983, ch. 88, § 73; L. 1994, ch. 182, § 6; L. 2004, ch. 143, § 91; L. 2005, ch. 157, § 18; Repealed, L. 2023, ch. 66, § 73; July 1.
History: L. 1989, ch. 81, § 1; L. 1994, ch. 182, § 7; L. 1994, ch. 331, § 3; L. 1995, ch. 245, § 14; L. 2001, ch. 5, § 66; Repealed, L. 2001, ch. 167, § 16; July 1.
History: L. 1990, ch. 80, § 1; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, §§ 2, 3; L. 1991, ch. 76, §§ 12, 13; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 4; L. 1991, ch. 76, § 14; L. 1998, ch. 121, § 6; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 5; L. 1991, ch. 76, § 15; L. 1998, ch. 36, § 1; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 6; L. 1991, ch. 76, § 16; L. 1994, ch. 140, § 12; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 7; L. 1991, ch. 76, § 17; L. 1998, ch. 121, § 7; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 8; L. 1998, ch. 121, § 8; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 9; L. 1991, ch. 76, § 18; L. 1993, ch. 97, § 1; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 10; L. 1991, ch. 76, § 19; L. 1994, ch. 182, § 3; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 11; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, §§ 12, 13; L. 1991, ch. 76, §§ 20, 21; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, §§ 14, 15; L. 1991, ch. 76, §§ 22, 23; L. 1993, ch. 97, §§ 2, 3; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 16; L. 1993, ch. 97, § 4; L. 1997, ch. 55, § 1; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 17; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 18; L. 1995, ch. 245, § 15; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 19; L. 1993, ch. 97, § 5; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 20; L. 1991, ch. 76, § 24; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 21; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 22; L. 1995, ch. 245, § 16; L. 1998, ch. 36, § 3; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, §§ 23, 24; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 25; L. 1991, ch. 76, § 25; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, §§ 26–28; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 29; L. 1991, ch. 76, § 26; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 30; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 31; L. 1991, ch. 76, § 27; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, §§ 32, 33; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 34; L. 1993, ch. 97, § 6; L. 1994, ch. 182, § 4; L. 1996, ch. 135, § 5; L. 1999, ch. 41, § 13; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, §§ 35, 36; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 37; L. 1993, ch. 97, § 7; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, §§ 38–45; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 46; L. 1993, ch. 97, § 8; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 47; L. 1994, ch. 182, § 8; L. 1997, ch. 106, § 5; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 48; L. 1997, ch. 106, § 6; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 49; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 50; L. 1995, ch. 245, § 17; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1990, ch. 80, § 51; Repealed, L. 1991, ch. 76, § 29; July 1.
History: L. 1993, ch. 97, § 9; L. 1999, ch. 41, § 7; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1995, ch. 245, § 1; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1995, ch. 245, § 2; L. 1996, ch. 135, § 6; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1995, ch. 245, §§ 3, 4; Repealed, L. 1999, ch. 119, § 87; January 1, 2000.
History: L. 1998, ch. 121, §§ 1–5; Repealed, L. 1999, ch. 152, § 3; January 1, 2000.
K.S.A. 17-7662 through 17-76,155, and amendments thereto, and K.S.A. 2025 Supp. 17-7679a and 17-76,103a, and amendments thereto, shall be known and may be cited as the Kansas revised limited liability company act.
History: L. 1999, ch. 119, § 1; L. 2014, ch. 40, § 1; L. 2019, ch. 47, § 13; L. 2025, ch. 95, § 3; July 1.
As used in the Kansas revised limited liability company act unless the context otherwise requires:
(a) "Articles of organization" means the articles of organization referred to in K.S.A. 17-7673, and amendments thereto, and the articles of organization as amended.
(b) "Bankruptcy" means an event that causes a person to cease to be a member as provided in K.S.A. 17-7689, and amendments thereto.
(c) "Contribution" means any cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services that a person contributes to a limited liability company in such person's capacity as a member.
(d) "Document" means:
(1) Any tangible medium on which information is inscribed. "Document" includes handwritten, typed, printed or similar instruments and copies of such instruments; and
(2) an electronic transmission.
(e) "Electronic transmission" means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases, including one or more distributed electronic networks or databases, that creates a record that may be retained, retrieved and reviewed by a recipient thereof and directly reproduced in paper form by such a recipient through an automated process.
(f) "Foreign limited liability company" means a limited liability company formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction. When used in the Kansas revised limited liability company act in reference to a foreign limited liability company, the terms "operating agreement," "limited liability company interest," "manager" or "member" shall mean an operating agreement, limited liability company interest, manager or member, respectively, under the laws of the state or foreign country or other foreign jurisdiction under which the foreign limited liability company is formed.
(g) "Knowledge" means a person's actual knowledge of a fact, rather than the person's constructive knowledge of the fact.
(h) "Limited liability company" and "domestic limited liability company" mean a limited liability company formed under the laws of the state of Kansas and having one or more members.
(i) "Limited liability company interest" means a member's share of the profits and losses of a limited liability company and a member's right to receive distributions of the limited liability company's assets.
(j) "Liquidating trustee" means a person carrying out the winding up of a limited liability company.
(k) "Manager" means a person who is named as a manager of a limited liability company in, or designated as a manager of a limited liability company pursuant to, an operating agreement or similar instrument under which the limited liability company is formed. "Manager" includes a manager of the limited liability company generally and a manager associated with a series of the limited liability company. Unless the context otherwise requires, references in the Kansas revised limited liability company act to a manager, including references in the Kansas revised limited liability company act to a manager of a limited liability company, shall be deemed to be references to a manager of the limited liability company generally and to a manager associated with a series with respect to such series.
(l) "Member" means a person who is admitted to a limited liability company as a member as provided in K.S.A. 17-7686, and amendments thereto. "Member" includes a member of the limited liability company generally and a member associated with a series of the limited liability company. Unless the context otherwise requires, references in the Kansas revised limited liability company act to a member, including references in the Kansas revised limited liability company act to a member of a limited liability company, shall be deemed to be references to a member of the limited liability company generally and to a member associated with a series with respect to such series.
(m) "Operating agreement" means any agreement, whether referred to as an operating agreement, limited liability company agreement or otherwise, written, oral, or implied, of the member or members as to the affairs of a limited liability company and the conduct of its business. A member or manager of a limited liability company or an assignee of a limited liability company interest is bound by the operating agreement whether or not the member or manager or assignee executes the operating agreement. A limited liability company, including any series thereof, is not required to execute its operating agreement. A limited liability company, including any series thereof, is bound by its operating agreement whether or not the limited liability company, or any series thereof, executes the operating agreement. An operating agreement of a limited liability company having only one member shall not be unenforceable by reason of there being only one person who is a party to the operating agreement. An operating agreement is not subject to any statute of frauds, including K.S.A. 33-106, and amendments thereto. An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth therein. A written operating agreement or another written agreement or writing:
(1) May provide that a person shall be admitted as a member of a limited liability company, or shall become an assignee of a limited liability company interest or other rights or powers of a member to the extent assigned:
(A) If such person, or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest, executes the operating agreement or any other writing evidencing the intent of such person to become a member or assignee; or
(B) without such execution, if such person, or a representative authorized by such person orally, in writing or by other action such as payment for a limited liability company interest, complies with the conditions for becoming a member or assignee as set forth in the operating agreement or any other writing;
(2) shall not be unenforceable by reason of its not having been signed by a person being admitted as a member or becoming an assignee as provided in subsection (k)(1), or by reason of its having been signed by a representative as provided in the Kansas revised limited liability company act; and
(3) may consist of one or more agreements, instruments or other writings and include or incorporate one or more schedules, supplements or other writings containing provisions as to the conduct of the business and affairs of the limited liability company or any series thereof.
(n) "Person" means a natural person, partnership, whether general or limited, limited liability company, trust, including a common law trust, business trust, statutory trust, voting trust or any other form of trust, estate, association, including any group, organization, cotenancy, plan, board, council or committee, corporation, government, including a country, state, county or any other governmental subdivision, agency or instrumentality, custodian, nominee or any other individual or entity, or series thereof, in its own or any representative capacity, in each case, whether domestic or foreign.
(o) "Personal representative" means, as to a natural person, the executor, administrator, guardian, conservator or other legal representative thereof and, as to a person other than a natural person, the legal representative or successor thereof.
(p) "Series" means a designated series of members, managers, limited liability company interests or assets that is established in accordance with K.S.A. 17-76,143, and amendments thereto.
(q) "State" means the District of Columbia or the commonwealth of Puerto Rico or any state, territory, possession or other jurisdiction of the United States other than the state of Kansas.
History: L. 1999, ch. 119, § 2; L. 2012, ch. 50, § 2; L. 2014, ch. 40, § 2; L. 2019, ch. 47, § 14; L. 2025, ch. 95, § 4; July 1.
History: L. 1999, ch. 119, § 3; L. 2014, ch. 40, § 3; Repealed, L. 2015, ch. 65, § 24; July 1.
History: L. 1999, ch. 119, § 4; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
History: L. 1999, ch. 119, § 5; L. 2007, ch. 81, § 8; L. 2014, ch. 40, § 4; Repealed, L. 2015, ch. 65, § 24; July 1.
(a) Service of process or service of any notice or demand against a limited liability company may be served:
(1) In accordance with K.S.A. 60-304 and 60-306, and amendments thereto; or
(2) upon the resident agent at the business address of the resident agent; or
(3) by delivery to a manager of the company, if the management is vested in a manager, or delivery to any member, if the management is vested in the members.
(b) Any notice to or demand on a company organized pursuant to this act may be made by writing, which notice or demand in writing shall be mailed to the registered office of the company in this state or to another address in this state which is the principal office of the company.
(c) Nothing contained in this section shall limit or affect the right to serve, in any other manner now or hereafter permitted by law, any process, notice or demand required or permitted by law to be served upon a limited liability company.
History: L. 1999, ch. 119, § 6; L. 2000, ch. 172, § 3; July 1.
(a) Unless otherwise specifically prohibited by law, a limited liability company may carry on any lawful business, purpose or activity, whether or not for profit with the exception of the business of granting policies of insurance, or assuming insurance risks or banking as defined in K.S.A. 9-702, and amendments thereto.
(b) A limited liability company shall possess and may exercise all the powers and privileges granted by this act or by any other law or by its operating agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the limited liability company.
(c) A limited liability company organized and existing under the Kansas revised limited liability company act or otherwise qualified to do business in Kansas may have and exercise all powers that may be exercised by a Kansas professional association or professional corporation under the professional corporation law of Kansas, including employment of professionals to practice a profession, which shall be limited to the practice of one profession, except as provided in K.S.A. 17-2710, and amendments thereto.
(d) Only a qualified person may be a member of a limited liability company organized to exercise powers of a professional association or professional corporation. No membership may be transferred to another person until there is presented to such limited liability company a certificate by the licensing body, as defined in K.S.A. 74-146, and amendments thereto, stating that the person to whom the transfer is made or the membership issued is duly licensed to render the same type of professional services as that for which the limited liability company was organized.
(e) As used in the section, "qualified person" means:
(1) Any natural person licensed to practice the same type of profession that any professional association or 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 of 1986, as in effect, on July 1, 1999, or of a contribution plan that is a qualified employee stock ownership plan under section 409A(a) of the federal internal revenue code of 1986, as in effect, on July 1, 1999;
(3) the trustee of a revocable living trust established by a natural person who is licensed to practice the type of profession that any professional association or 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 membership in the limited liability company following such natural person's death for more than a reasonable period of time necessary to dispose of such membership;
(4) a Kansas professional corporation or foreign professional corporation in which at least one member or shareholder is authorized by a licensing body, as defined in K.S.A. 74-146, and amendments thereto, to render in this state a professional service permitted by the articles of organization;
(5) a general partnership or limited liability company, if all partners or members thereof are authorized to render the professional services permitted by the articles of organization of the limited liability company formed pursuant to this section and in which at least one partner or member is authorized by a licensing authority of this state to render in this state the professional services permitted by the articles of organization of the limited liability company; or
(6) a healing arts school clinic authorized to perform professional services in accordance with K.S.A. 65-2877a, and amendments thereto.
(f) Nothing in this act shall restrict or limit in any manner the authority and duty of any licensing body, as defined in K.S.A. 74-146, and amendments thereto, for the licensing of individual persons rendering a professional service or the practice of the profession that is within the jurisdiction of the licensing body, notwithstanding that the person is an officer, manager, member or employee of a limited liability company organized to exercise powers of a professional association or professional corporation. Each licensing body may adopt rules and regulations governing the practice of each profession as are necessary to enforce and comply with this act and the law applicable to each profession.
(g) A licensing body, as defined in K.S.A. 74-146, and amendments thereto, the attorney general or district or county attorney may bring an action in the name of the state of Kansas in quo warranto or injunction against a limited liability company engaging in the practice of a profession without complying with the provisions of this act.
(h) Notwithstanding any provision of this act to the contrary, without limiting the general powers enumerated in subsection (b), a limited liability company shall, subject to such standards and restrictions, if any, as are set forth in its operating agreement, have the power and authority to make contracts of guaranty and suretyship and enter into interest rate, basis, currency, hedge or other swap agreements or cap, floor, put, call, option, exchange or collar agreements, derivative agreements, or other agreements similar to any of the foregoing.
(i) Unless otherwise provided in an operating agreement, a limited liability company has the power and authority to grant, hold or exercise a power of attorney, including an irrevocable power of attorney.
(j) (1) (A) Except as provided in subparagraph (B), any act or transaction that may be taken by or in respect of a limited liability company under the Kansas revised limited liability company act or an operating agreement, but that is void or voidable when taken, may be ratified, or the failure to comply with any requirements of the operating agreement making such act or transaction void or voidable may be waived, by the members, managers or other persons whose approval would be required under the operating agreement (i) for such act or transaction to be validly taken, or (ii) to amend the operating agreement in a manner that would permit such act or transaction to be validly taken, in each case at the time of such ratification or waiver.
(B) If the void or voidable act or transaction was the issuance or assignment of any limited liability company interests, the limited liability company interests purportedly issued or assigned shall be deemed not to have been issued or assigned for purposes of determining whether the void or voidable act or transaction was ratified or waived pursuant to this subsection.
(2) Any act or transaction that is ratified, or with respect to which the failure to comply with any requirements of the operating agreement is waived, pursuant to this subsection shall be deemed validly taken at the time of such act or transaction.
(3) If an amendment to the operating agreement to permit any such act or transaction to be validly taken would require notice to any members, managers or other persons under the operating agreement and the ratification or waiver of such act or transaction is effectuated pursuant to this subsection by the members, managers or other persons whose approval would be required to amend the operating agreement, notice of such ratification or waiver shall be given following such ratification or waiver to the members, managers or other persons who would have been entitled to notice of such an amendment and who have not otherwise received notice of, or participated in, such ratification or waiver.
(4) The provisions of this subsection shall not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act by other means permitted by law.
(5) Upon application of the limited liability company, any member, manager or person claiming to be substantially and adversely affected by a ratification or waiver pursuant to this subsection, excluding any harm that would have resulted if such act or transaction had been valid when taken, the district court may hear and determine the validity and effectiveness of the ratification of, or waiver with respect to, any void or voidable act or transaction effectuated pursuant to this subsection. In any such application, the limited liability company shall be named as a party and service of the application upon the resident agent of the limited liability company shall be deemed to be service upon the limited liability company, and no other party need be joined in order for the court to adjudicate the validity and effectiveness of the ratification or waiver. The court may make such order respecting further or other notice of such application as it deems proper under these circumstances. Nothing in this paragraph limits or affects the right to serve process in any other manner now or hereafter provided by law, and this provision is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.
History: L. 1999, ch. 119, § 7; L. 2014, ch. 40, § 5; L. 2021, ch. 11, § 2; L. 2025, ch. 95, § 5; July 1.
Except as provided in an operating agreement, a member or manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more obligations of, provide collateral for, and transact other business with, a limited liability company and, subject to other applicable law, has the same rights and obligations with respect to any such matter as a person who is not a member or manager.
History: L. 1999, ch. 119, § 8; January 1, 2000.
(a) Subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.
(b) (1) Except as provided in the operating agreement, to the extent that a present or former member, manager or officer of a limited liability company has been successful on the merits or otherwise in defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a member, manager, officer, employee or agent of the limited liability company, or is or was serving at the request of the limited liability company as a member, manager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, or in defense of any claim, issue or matter therein, such member, manager, officer, employee or agent shall be indemnified by the limited liability company against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.
(2) For indemnification with respect to any act or omission occurring after June 30, 2025, references to "officer" for purposes of this subsection only means an officer of the limited liability company who:
(A) Is or was the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer of the limited liability company; or
(B) is or was identified in the limited liability company's public filings with the United States securities and exchange commission, because such person is or was one of the most highly compensated executive officers of the limited liability company.
History: L. 1999, ch. 119, § 9; L. 2014, ch. 40, § 6; L. 2025, ch. 95, § 6; July 1.
(a) Upon application of any member or manager, as defined in subsection (c), the district court may hear and determine the validity of any admission, election, appointment, removal or resignation of a manager of a limited liability company, and the right of any person to become or continue to be a manager of a limited liability company, and, in case the right to serve as a manager is claimed by more than one person, may determine the person or persons entitled to serve as managers; and to that end make such order or decree in any such case as may be just and proper, with power to enforce the production of any books, papers and records of the limited liability company relating to the issue. In any such application, the limited liability company shall be named as a party, and service of copies of the application upon the resident agent of the limited liability company shall be deemed to be service upon the limited liability company and upon the person or persons whose right to serve as a manager is contested and upon the person or persons, if any, claiming to be a manager or claiming the right to be a manager; and the resident agent shall forward immediately a copy of the application to the limited liability company and to the person or persons whose right to serve as a manager is contested and to the person or persons, if any, claiming to be a manager or the right to be a manager, in a postpaid, sealed, registered letter addressed to such limited liability company and such person or persons at their post-office addresses last known to the resident agent or furnished to the resident agent by the applicant member or manager. The court may make such order respecting further or other notice of such application as it deems proper under these circumstances.
(b) Upon application of any member or manager, the district court may hear and determine the result of any vote of members or managers upon matters as to which the members or managers of the limited liability company, or any class or group of members or managers, have the right to vote pursuant to the operating agreement or other agreement or this act, other than the admission, election, appointment, removal or resignation of managers. In any such application, the limited liability company shall be named as a party, and service of the application upon the resident agent of the limited liability company shall be deemed to be service upon the limited liability company, and no other party need be joined in order for the court to adjudicate the result of the vote. The court may make such order respecting further or other notice of such application as it deems proper under these circumstances.
(c) As used in this section, the term "manager" refers to a person:
(1) Who is a manager as defined in subsection (i) of K.S.A. 17-7663, and amendments thereto; and
(2) whether or not a member of a limited liability company, who, although not a manager as defined in subsection (i) of K.S.A. 17-7663, and amendments thereto, participates materially in the management of the limited liability company, except that the power to elect or otherwise select or to participate in the election or selection of a person to be a manager as defined in subsection (i) of K.S.A. 17-7663, and amendments thereto, shall not, by itself, constitute participation in the management of the limited liability company.
(d) Nothing herein contained limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.
History: L. 1999, ch. 119, § 10; L. 2014, ch. 40, § 7; July 1.
(a) Any action to interpret, apply or enforce the provisions of an operating agreement, or the duties, obligations or liabilities of a limited liability company to the members or managers of the limited liability company, or the duties, obligations or liabilities among members or managers and of members or managers to the limited liability company, or the rights or powers of, or restrictions on, the limited liability company, members or managers, or any provision of this act, or any other instrument, document, agreement, articles of organization or certificate contemplated by any provision of this act, may be brought in the district court.
(b) As used in this section, the term "manager" refers to a person:
(1) Who is a manager as defined in subsection (i) of K.S.A. 17-7663, and amendments thereto; and
(2) whether or not a member of a limited liability company, who, although not a manager as defined in subsection (i) of K.S.A. 17-7663, and amendments thereto, participates materially in the management of the limited liability company, except that the power to elect or otherwise select or to participate in the election or selection of a person to be a manager as defined in subsection (i) of K.S.A. 17-7663, and amendments thereto, shall not, by itself, constitute participation in the management of the limited liability company.
History: L. 1999, ch. 119, § 11; L. 2014, ch. 40, § 8; July 1.
(a) In order to form a limited liability company, one or more authorized persons must execute articles of organization. The articles of organization shall be filed with the secretary of state and set forth:
(1) The name of the limited liability company;
(2) the address of the registered office required to be maintained by K.S.A. 17-7924, and amendments thereto, and the name of the resident agent for service of process required to be maintained by K.S.A. 17-7925, and amendments thereto;
(3) any other matters the members determine to include therein;
(4) if the limited liability company is organized to exercise the powers of a professional association or professional corporation, each such profession shall be stated; and
(5) if the limited liability company will have series, the matters required by K.S.A. 17-76,143, and amendments thereto.
(b) A limited liability company is formed at the time provided in K.S.A. 17-7911, and amendments thereto, if there has been substantial compliance with the requirements of this section. A limited liability company formed under the Kansas revised limited liability company act shall be a separate legal entity, the existence of which as a separate legal entity shall continue until cancellation of the limited liability company's articles of organization.
(c) An operating agreement shall be entered into or otherwise existing either before, after or at the time of the filing of the articles of organization and, whether entered into or otherwise existing before, after or at the time of such filing, may be made effective as of the effective time of such filing or at such other time or date as provided in or reflected by the operating agreement.
(d) The articles of organization shall be amended as provided in a certificate of amendment or judicial decree of amendment upon the filing of the certificate of amendment or judicial decree of amendment with the secretary of state or upon the future effective date specified in the certificate of amendment.
(e) Upon filing the articles of organization of a limited liability company organized to exercise powers of a professional association or professional corporation, the limited liability company shall file with the secretary of state a certificate by the licensing body, as defined in K.S.A. 74-146, and amendments thereto, of the profession involved that each of the members is duly licensed to practice that profession, and that the proposed company name has been approved.
History: L. 1999, ch. 119, § 12; L. 2014, ch. 40, § 9; L. 2015, ch. 65, § 4; L. 2019, ch. 47, § 15; July 1.
History: L. 1999, ch. 119, § 12; L. 2014, ch. 121, § 42; Repealed, L. 2015, ch. 100, § 17; July 1.
History: L. 1999, ch. 119, § 12; L. 2014, ch. 40, § 9; L. 2015, ch. 100, § 5; Repealed, L. 2016, ch. 68, § 2; July 1.
(a) The articles of organization may be amended as provided in a certificate of amendment or judicial decree of amendment upon filing of the certificate of amendment or judicial decree of amendment with the secretary of state or upon the future effective date specified in the certificate of amendment or judicial decree. The certificate of amendment or judicial decree shall set forth:
(1) The name of the limited liability company; and
(2) the amendment to the articles of organization.
(b) A manager or, if there is no manager, then any member who becomes aware that any statement in the articles of organization was false in any material respect when made, or that any matter described has changed making the articles of organization false in any material respect, shall promptly amend the articles of organization.
(c) Articles of organization may be amended at any time for any other proper purpose.
History: L. 1999, ch. 119, § 13; L. 2014, ch. 40, § 10; L. 2015, ch. 65, § 5; July 1.
History: L. 1999, ch. 119, § 13; L. 2014, ch. 121, § 43; Repealed, L. 2015, ch. 100, § 17; July 1.
History: L. 1999, ch. 119, § 13; L. 2014, ch. 40, § 10; L. 2015, ch. 100, § 6; Repealed, L. 2016, ch. 68, § 2; July 1.
(a) Articles of organization shall be canceled upon the dissolution and the completion of winding up of a limited liability company, or as provided in K.S.A. 17-76,117 or 17-76,139 or K.S.A. 17-7926(b) or 17-7929(b), and amendments thereto, or upon the filing of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation or upon the future effective date of a certificate of merger or consolidation if the limited liability company is not the surviving or resulting entity in a merger or consolidation or upon the filing of a certificate of division if the limited liability company is a dividing company that is not a surviving company or upon the future effective date of a certificate of division if the limited liability company is a dividing company that is not a surviving company. A certificate of cancellation shall be filed with the secretary of state to accomplish the cancellation of articles of organization upon the dissolution and the completion of winding up of a limited liability company. The certificate shall set forth:
(1) The name of the limited liability company;
(2) the reason for filing the certificate of cancellation;
(3) if the limited liability company has formed one or more series whose certificate of designation has not been canceled prior to the filing of the certificate of cancellation, the name of each such series;
(4) the future effective date or time of cancellation if it is not to be effective upon the filing of the certificate; and
(5) any other information the person filing the certificate of cancellation determines.
(b) A certificate of cancellation that is filed with the secretary of state prior to the dissolution or the completion of winding up of a limited liability company may be corrected as an erroneously executed certificate of cancellation by filing with the secretary of state a certificate of correction of such certificate of cancellation in accordance with K.S.A. 17-7912, and amendments thereto.
(c) The secretary of state shall not issue a certificate of good standing with respect to a limited liability company, or any series thereof, if its articles of organization are canceled.
History: L. 1999, ch. 119, § 14; L. 2009, ch. 47, § 43; L. 2014, ch. 40, § 11; L. 2015, ch. 65, § 6; L. 2019, ch. 47, § 16; L. 2019, ch. 47, § 17; July 1, 2020.
History: L. 1999, ch. 119, § 15; L. 2014, ch. 40, § 12; Repealed, L. 2015, ch. 65, § 24; July 1.
(a) Unless otherwise provided in an operating agreement, any person may enter into an operating agreement or amendment thereof by an agent, including an attorney-in-fact. An authorization, including a power of attorney, to enter into an operating agreement or amendment thereof need not be in writing, need not be sworn to, verified or acknowledged.
(b) For all purposes of the laws of the state of Kansas, unless otherwise provided in an operating agreement, a power of attorney or proxy with respect to a limited liability company granted to any person shall be irrevocable if it states that it is irrevocable and it is coupled with an interest sufficient in law to support an irrevocable power or proxy. Such irrevocable power of attorney or proxy, unless otherwise provided therein or in an operating agreement, shall not be affected by subsequent death, disability, incapacity, dissolution, termination of existence or bankruptcy of, or any other event concerning, the principal. A power of attorney or proxy with respect to matters relating to the organization, internal affairs or termination of a limited liability company or granted by a person as a member or an assignee of a limited liability company interest or by a person seeking to become a member or an assignee of a limited liability company interest and, in either case, granted to the limited liability company, a manager or member thereof, or any of their respective officers, directors, managers, members, partners, trustees, employees or agents shall be deemed coupled with an interest sufficient in law to support an irrevocable power or proxy. The provisions of this subsection shall not be construed to limit the enforceability of a power of attorney or proxy that is part of an operating agreement.
History: L. 2019, ch. 47, § 1; July 1.
If a person required to execute an operating agreement or amendment thereof fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the district court to direct the execution of the operating agreement or amendment thereof. If the court finds that the operating agreement or amendment thereof should be executed and that any person required to execute the operating agreement or amendment thereof has failed or refused to do so, it shall enter an order granting appropriate relief.
History: L. 1999, ch. 119, § 16; L. 2014, ch. 40, § 13; L. 2015, ch. 65, § 7; July 1.
History: L. 1999, ch. 119, § 16; L. 2014, ch. 121, § 44; Repealed, L. 2015, ch. 100, § 17; July 1.
History: L. 1999, ch. 119, § 16; L. 2014, ch. 40, § 13; L. 2015, ch. 100, § 7; Repealed, L. 2016, ch. 68, § 2; July 1.
History: L. 1999, ch. 119, § 17; L. 2004, ch. 143, § 94; L. 2009, ch. 64, § 3; L. 2014, ch. 40, § 14; Repealed, L. 2015, ch. 65, § 24; July 1.
The fact that articles of organization, or amendments thereto, are on file with the secretary of state is notice that the entity formed in connection with the filing of the articles of organization is a limited liability company formed under the laws of the state of Kansas and is notice of all other facts set forth therein which are required to be set forth in articles of organization by K.S.A. 17-7673(a)(1), (a)(2), (a)(4) and (a)(5), and amendments thereto, and K.S.A. 17-76,143(b) and 17-76,149, and amendments thereto. The fact that a certificate of designation is on file in the office of the secretary of state is notice that the series named in such certificate of designation has been formed pursuant to K.S.A. 17-76,143, and amendments thereto, and is notice of all other facts set forth therein, which are required to be set forth in a certificate of designation by K.S.A. 17-76,143(d), and amendments thereto.
History: L. 1999, ch. 119, § 18; L. 2014, ch. 40, § 15; L. 2019, ch. 47, § 18; L. 2019, ch. 47, § 19; July 1, 2020.
(a) (1) Except as provided in subsection (b), without limiting the manner in which any act or transaction may be documented or the manner in which a document may be signed or delivered:
(A) Any act or transaction contemplated or governed by the Kansas revised limited liability company act or the operating agreement may be provided for in a document, and an electronic transmission is the equivalent of a written document.
(B) Whenever the Kansas revised limited liability company act or the operating agreement requires or permits a signature, the signature may be a manual, facsimile, conformed or electronic signature. "Electronic signature" means an electronic symbol or process that is attached to, or logically associated with, a document and executed or adopted by a person with an intent to execute, authenticate or adopt the document. A person may execute a document with such person's signature.
(C) Unless otherwise provided in the operating agreement or agreed between the sender and recipient, an electronic transmission is delivered to a person for purposes of the Kansas revised limited liability company act and the operating agreement when it enters an information processing system that the person has designated for the purpose of receiving electronic transmissions of the type delivered if the electronic transmission is in a form capable of being processed by that system and such person is able to retrieve the electronic transmission. Whether a person has so designated an information processing system is determined by the operating agreement or from the context and surrounding circumstances, including the parties' conduct. An electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgement from an information processing system establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.
(2) The Kansas revised limited liability company act shall not prohibit one or more persons from conducting a transaction in accordance with the uniform electronic transactions act, K.S.A. 16-601 et seq., and amendments thereto, if the part or parts of the transaction that are governed by the Kansas revised limited liability company act are documented, signed and delivered in accordance with this subsection or otherwise in accordance with the Kansas revised limited liability company act. This subsection shall apply solely for purposes of determining whether an act or transaction has been documented, and the document has been signed and delivered, in accordance with the Kansas revised limited liability company act and the operating agreement.
(b) (1) Subsection (a) shall not apply to:
(A) A document filed with or submitted to the secretary of state or a court or other judicial or governmental body of this state;
(B) a certificate of limited liability company interest, except that a signature on a certificate of limited liability company interest may be manual, facsimile or electronic signature; and
(C) an act or transaction effected pursuant to article 79 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, or K.S.A. 17-7667, 17-76,130, 17-76,131, 17-76,132 and 17-76,133, and amendments thereto.
(2) The provisions of paragraph (1) shall not create any presumption about the lawful means to document a matter addressed by this subsection or the lawful means to sign or deliver a document addressed by this subsection. A provision of the operating agreement shall not limit the application of subsection (a) unless the provision expressly restricts one or more of the means of documenting an act or transaction, or of signing or delivering a document, permitted by subsection (a).
(c) In the event that any provision of the Kansas revised limited liability company act is deemed to modify, limit or supersede the federal electronic signatures in global and national commerce act, 15 U.S.C. § 7001 et seq., the provisions of the Kansas revised limited liability company act shall control to the fullest extent permitted by 15 U.S.C. § 7002(a)(2).
(d) This section shall be a part of and supplemental to article 76 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 2025, ch. 95, § 1; July 1.
(a) Restated articles of organization.
(1) A limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its articles of organization which are then in effect and operative as a result of there having previously been filed with the secretary of state one or more certificates or other instruments pursuant to K.S.A. 17-7673 through 17-7683, and amendments thereto, and the business entity standard treatment act, K.S.A. 17-7901 et seq., and amendments thereto, and K.S.A. 17-7685a and 17-76,143a, and amendments thereto, and it may at the same time also further amend its articles of organization by adopting restated articles of organization.
(2) If restated articles of organization merely restate and integrate but do not further amend the initial articles of organization, as previously amended or supplemented by any certificate or instrument that was executed and filed pursuant to K.S.A. 17-7673 through 17-7683, and amendments thereto, and the business entity standard treatment act, K.S.A. 17-7901 et seq., and amendments thereto, they shall be specifically designated in their heading as "restated articles of organization" together with such other words as the limited liability company may deem appropriate and shall be executed by an authorized person and filed with the secretary of state as provided in K.S.A. 17-7910, and amendments thereto. If restated articles of organization restate and integrate and also further amend in any respect the articles of organization, as previously amended or supplemented, they shall be specifically designated in their heading as "amended and restated articles of organization" together with such other words as the limited liability company may deem appropriate and shall be executed by at least one authorized person and filed as provided in K.S.A. 17-7910, and amendments thereto.
(3) Restated articles of organization shall state, either in their heading or in an introductory paragraph, the limited liability company's present name; if it has been changed, the name under which it was originally filed; the date of filing of its original articles of organization with the secretary of state; and the future effective date, which shall be a date certain, of the restated articles of organization if they are not to be effective upon the filing of the restated articles of organization with the secretary of state. Restated articles of organization shall also state that they were duly executed and are being filed in accordance with this section. If restated articles of organization only restate and integrate and do not further amend a limited liability company's articles of organization as previously amended or supplemented and there is no discrepancy between those provisions and the restated articles of organization, they shall state that fact as well.
(4) Upon the filing of restated articles of organization with the secretary of state, or upon the future effective date of restated articles of organization as provided for therein, the initial articles of organization, as previously amended or supplemented, shall be superseded. Thereafter the restated articles of organization, including any further amendment or changes made thereby, shall be the articles of organization of the limited liability company, but the original effective date of formation shall remain unchanged.
(5) Any amendment or change effected in connection with the restatement and integration of the articles of organization shall be subject to any other provision 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.
(b) Restated certificate of designation.
(1) A series of a limited liability company may, whenever desired, integrate into a single instrument all of the provisions of its certificate of designation that are then in effect and operative as a result of there having previously been filed with the secretary of state one or more certificates or other instruments pursuant to K.S.A. 17-7673 through 17-7683, and amendments thereto, the business entity standard treatment act, K.S.A. 17-7901 et seq., and amendments thereto, and K.S.A. 17-7685a and 17-76,143a, and amendments thereto, and it may at the same time further amend its certificate of designation by adopting a restated certificate of designation.
(2) If a restated certificate of designation merely restates and integrates but does not further amend the initial certificate of designation, as previously amended or supplemented by any instrument that was executed and filed pursuant to K.S.A. 17-7673 through 17-7683, and amendments thereto, the business entity standard treatment act, K.S.A. 17-7901 et seq., and amendments thereto, and K.S.A. 17-7685a and 17-76,143a, and amendments thereto, it shall be specifically designated in its heading as a "restated certificate of designation" together with such other words as the series may deem appropriate and shall be executed by an authorized person and filed as provided in K.S.A. 17-7910, and amendments thereto. If a restated certificate restates and integrates and also further amends in any respect the certificate of designation as previously amended or supplemented, it shall be specifically designated in its heading as an "amended and restated certificate of designation" together with such other words as the series may deem appropriate and shall be executed by at least one authorized person and filed as provided in K.S.A. 17-7910, and amendments thereto.
(3) A restated certificate of designation shall state, either in its heading or in an introductory paragraph, the name of the limited liability company, the present name of the series, and, if the name of the series has been changed, the name under which it was originally filed, and the future effective date or time, which shall be a date or time certain, of the restated certificate of designation if it is not to be effective upon the filing of the restated certificate of designation. A restated certificate shall also state that it was duly executed and is being filed in accordance with this section. If a restated certificate only restates and integrates and does not further amend a certificate of designation, as previously amended or supplemented and there is no discrepancy between those provisions and the restated certificate, it shall state that fact as well.
(4) Upon the filing of a restated certificate of designation with the secretary of state, or upon the future effective date or time of a restated certificate of designation as provided for therein, the initial certificate of designation, as theretofore amended or supplemented, shall be superseded. Thereafter, the restated certificate of designation, including any further amendment or changes made thereby, shall be the certificate of designation of such series, but the original effective date of formation of the series, as applicable, shall remain unchanged.
(5) Any amendment or change effected in connection with the restatement and integration of a certificate of designation shall be subject to any other provision of the Kansas revised limited liability company act, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect such amendment or change.
History: L. 1999, ch. 119, § 19; L. 2014, ch. 40, § 16; L. 2015, ch. 65, § 8; L. 2019, ch. 47, § 20; L. 2019, ch. 47, § 21; July 1, 2020.
(a) Pursuant to an agreement of merger or consolidation, one or more domestic limited liability companies may merge or consolidate with or into one or more limited liability companies formed under the laws of the state of Kansas or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, with such limited liability company as the agreement shall provide being the surviving or resulting limited liability company.
(1) (A) Unless otherwise provided in the operating agreement, an agreement of merger or consolidation shall be consented to or approved by each domestic limited liability company that is to merge or consolidate by members who own more than 50% of the then-current percentage or other interest in the profits of the domestic limited liability company owned by all of the members;
(B) unless otherwise provided in the operating agreement, a limited liability company whose original articles of organization were filed with the secretary of state and effective on or prior to June 30, 2019, shall not be governed by subsection (a)(1)(A) but shall be governed by this subparagraph. Unless otherwise provided in the operating agreement, an agreement of merger or consolidation shall be consented to or approved by each domestic limited liability company that is to merge or consolidate by the members, or if there is more than one class or group of members, then by each class or group of members, in either case, by members who own more than 50% of the then current percentage or other interest in the profits of the domestic limited liability company owned by all of the members or by the members in each class or group, as appropriate.
(2) In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a domestic limited liability company that is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting limited liability company or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, an entity as defined in K.S.A. 17-78-102, and amendments thereto, that is not the surviving or resulting limited liability company in the merger or consolidation, may remain outstanding, or may be canceled.
(3) Notwithstanding prior consent or approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation.
(b) The limited liability company surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation executed by one or more authorized persons on behalf of the domestic limited liability company when it is the surviving or resulting entity with the secretary of state. The certificate of merger or consolidation shall state:
(1) The name and jurisdiction of formation or organization of each of the limited liability companies that is to merge or consolidate;
(2) that an agreement of merger or consolidation has been consented to or approved and executed by each of the limited liability companies that is to merge or consolidate;
(3) the name of the surviving or resulting limited liability company;
(4) in the case of a merger in which a domestic limited liability company is the surviving entity, such amendments, if any, to the articles of organization of the surviving domestic limited liability company as are desired to be effected by the merger, and such amendments may amend and restate the articles of organization of the surviving domestic limited liability company in its entirety;
(5) the future effective date or time, which shall be a date certain, of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation;
(6) that the agreement of merger or consolidation is on file at a place of business of the surviving or resulting limited liability company, and shall state the address thereof;
(7) that a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting limited liability company, on request and without cost, to any member of any limited liability company that is to merge or consolidate; and
(8) if the surviving or resulting limited liability company is not a domestic limited liability company, a statement that such surviving or resulting limited liability company agrees that it may be served with process in the state of Kansas in any action, suit or proceeding for the enforcement of any obligation of any domestic limited liability company that is to merge or consolidate, irrevocably appointing the secretary of state as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the secretary of state.
(c) A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited liability company that is not the surviving or resulting limited liability company in the merger or consolidation. A certificate of merger that sets forth any amendment in accordance with subsection (b)(4) shall be deemed to be an amendment to the articles of organization of the limited liability company, and the limited liability company shall not be required to take any further action to amend its articles of organization under K.S.A. 17-7674 or 17-7680, and amendments thereto, with respect to such amendments set forth in the certificate of merger. Whenever this section requires the filing of a certificate of merger or consolidation, such requirement shall be deemed satisfied by the filing of an agreement of merger or consolidation containing the information required by this section to be set forth in the certificate of merger or consolidation.
(d) (1) For a limited liability company if it is the surviving or resulting limited liability company in the merger or consolidation, an agreement of merger or consolidation consented to or approved in accordance with subsection (a) may:
(A) Effect any amendment to the operating agreement; or
(B) effect the adoption of a new operating agreement.
(2) Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to paragraph (1) shall be effective at the effective time or date of the merger or consolidation and shall be effective notwithstanding any provision of the operating agreement relating to amendment or adoption of a new operating agreement, other than a provision that by its terms applies to an amendment to the operating agreement or the adoption of a new operating agreement, in either case, in connection with a merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law, including that the operating agreement of any constituent limited liability company to the merger or consolidation, including a limited liability company formed for the purpose of consummating a merger or consolidation, shall be the operating agreement of the surviving or resulting limited liability company.
(e) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the state of Kansas, all of the rights, privileges and powers of each of the limited liability companies that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of the limited liability companies, as well as all other things and causes of action belonging to each of such limited liability companies, shall be vested in the surviving or resulting limited liability company, and shall thereafter be the property of the surviving or resulting limited liability company as they were of each of the limited liability companies that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the state of Kansas, in any of such limited liability companies, shall not revert or be in any way impaired by reason of this act, but all rights of creditors and all liens upon any property of any of the limited liability companies shall be preserved unimpaired, and all debts, liabilities and duties of each of the limited liability companies that have merged or consolidated shall thenceforth attach to the surviving or resulting limited liability company, and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger or consolidation of a domestic limited liability company, including a domestic limited liability company that is not the surviving or resulting entity in the merger or consolidation, shall not require such domestic limited liability company to wind up its affairs under K.S.A. 17-76,118, and amendments thereto, or pay its liabilities and distribute its assets under K.S.A. 17-76,119, and amendments thereto, and the merger or consolidation shall not constitute a dissolution of such limited liability company.
(f) A limited liability company may merge or consolidate with or into any other entity in accordance with the business entity transactions act, K.S.A. 17-78-101 et seq., and amendments thereto.
(g) An operating agreement may provide that a domestic limited liability company shall not have the power to merge or consolidate as set forth in this section.
History: L. 1999, ch. 119, § 20; L. 2009, ch. 47, § 44; L. 2014, ch. 40, § 17; L. 2015, ch. 65, § 9; L. 2019, ch. 47, § 22; L. 2025, ch. 95, § 7; July 1.
Unless otherwise provided in an operating agreement or an agreement of merger or consolidation or a plan of division, no appraisal rights shall be available with respect to a limited liability company interest or another interest in a limited liability company, including in connection with any amendment of an operating agreement, any merger or consolidation in which the limited liability company or a series of the limited liability company is a constituent party to the merger or consolidation, any division of the limited liability company, or the sale of all or substantially all of the limited liability company's assets. The district court shall have jurisdiction to hear and determine any matter relating to any appraisal rights provided in an operating agreement or an agreement of merger or consolidation or a plan of division.
History: L. 1999, ch. 119, § 21; L. 2012, ch. 50, § 3; L. 2014, ch. 40, § 18; L. 2025, ch. 95, § 8; July 1.
History: L. 1999, ch. 119, § 22; L. 2014, ch. 40, § 19; Repealed, L. 2015, ch. 65, § 24; July 1.
History: L. 1999, ch. 119, § 23; Repealed, L. 2009, ch. 47, § 51; July 1, 2010.
History: L. 1999, ch. 119, § 24; Repealed, L. 2009, ch. 47, § 51; July 1, 2010.
(a) As used in this section and K.S.A. 17-7675 and 17-7686, and amendments thereto:
(1) "Dividing company" means the domestic limited liability company that is effecting a division in the manner provided in this section.
(2) "Division" means the division of a dividing company into two or more domestic limited liability companies in accordance with this section.
(3) "Division company" means a surviving company, if any, and each resulting company.
(4) "Division contact" means, in connection with any division, a natural person who is a Kansas resident, any division company in such division or any other domestic limited liability company or other domestic entity as defined in K.S.A. 17-78-102, and amendments thereto, which division contact shall maintain a copy of the plan of division for a period of six years from the effective date of the division and shall comply with subsection (g)(3).
(5) "Organizational documents" means the articles of organization and operating agreement of a domestic limited liability company.
(6) "Resulting company" means a domestic limited liability company formed as a consequence of a division.
(7) "Surviving company" means a dividing company that survives the division.
(b) Pursuant to a plan of division, any domestic limited liability company may, in the manner provided in this section, be divided into two or more domestic limited liability companies. The division of a domestic limited liability company in accordance with this section and, if applicable, the resulting cessation of the existence of the dividing company pursuant to a certificate of division shall not be deemed to affect the personal liability of any person incurred prior to such division with respect to matters arising prior to such division, nor shall it be deemed to affect the validity or enforceability of any obligations or liabilities of the dividing company incurred prior to such division, except that the obligations and liabilities of the dividing company shall be allocated to and vested in, and valid and enforceable obligations of, such division company or companies to which such obligations and liabilities have been allocated pursuant to the plan of division, as provided in subsection (l). Each resulting company in a division shall be formed in compliance with the requirements of the Kansas revised limited liability company act and subsection (i).
(c) If the operating agreement of the dividing company specifies the manner of adopting a plan of division, the plan of division shall be adopted as specified in the operating agreement. If the operating agreement of the dividing company does not specify the manner of adopting a plan of division and does not prohibit a division of the limited liability company, the plan of division shall be adopted in the same manner as is specified in the operating agreement for authorizing a merger or consolidation that involves the limited liability company as a constituent party to the merger or consolidation. If the operating agreement of the dividing company does not specify the manner of adopting a plan of division or authorizing a merger or consolidation that involves the limited liability company as a constituent party and does not prohibit a division of the limited liability company, the adoption of a plan of division shall be authorized by the consent or approval of members who own more than 50% of the then-current percentage or other interest in the profits of the dividing company owned by all of the members. Notwithstanding prior consent or approval, a plan of division may be terminated or amended pursuant to a provision for such termination or amendment contained in the plan of division.
(d) Unless otherwise provided in a plan of division, the division of a domestic limited liability company pursuant to this section shall not require such limited liability company to wind up its affairs under K.S.A. 17-76,118, and amendments thereto, or pay its liabilities and distribute its assets under K.S.A. 17-76,119, and amendments thereto, and the division shall not constitute a dissolution of such limited liability company.
(e) In connection with a division under this section, rights or securities of, or interests in, the dividing company may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving company or any resulting company or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, an entity as defined in K.S.A. 17-78-102, and amendments thereto, that is not a division company, or may be canceled or remain outstanding, if the dividing company is a surviving company.
(f) (1) A plan of division adopted in accordance with subsection (c):
(A) May effect: (i) Any amendment to the operating agreement of the dividing company if it is a surviving company in the division; or (ii) the adoption of a new operating agreement for the dividing company if it is a surviving company in the division; and
(B) shall effect the adoption of an operating agreement for each resulting company.
(2) Any amendment to an operating agreement or adoption of a new operating agreement for the dividing company, if it is a surviving company in the division, or adoption of an operating agreement for each resulting company made pursuant to this subsection shall be effective at the effective time or date of the division. Any amendment to an operating agreement or adoption of an operating agreement for the dividing company, if it is a surviving company in the division, shall be effective notwithstanding any provision in the operating agreement of the dividing company relating to amendment or adoption of a new operating agreement, other than a provision that by its terms applies to an amendment to the operating agreement or the adoption of a new operating agreement, in either case, in connection with a division, merger or consolidation.
(g) If a domestic limited liability company is dividing under this section, the dividing company shall adopt a plan of division that shall set forth:
(1) The terms and conditions of the division, including:
(A) Any conversion or exchange of the limited liability company interests of the dividing company into or for limited liability company interests or other securities or obligations of any division company or cash, property, or rights or securities or obligations of or interests in an entity as defined in K.S.A. 17-78-102, and amendments thereto, that is not a division company, or that the limited liability company interests of the dividing company shall remain outstanding or be canceled, or any combination of the foregoing; and
(B) the allocation of assets, property, rights, series, debts, liabilities, and duties of the dividing company among the division companies;
(2) the name of each resulting company and, if the dividing company will survive the division, the name of the surviving company;
(3) the name and business address of a division contact, which shall have custody of a copy of the plan of division. The division contact, or any successor division contact, shall serve for a period of six years following the effective date of the division. During such six-year period, the division contact shall provide, without cost, to any creditor of the dividing company, within 30 days following the division contact's receipt of a written request from any creditor of the dividing company, the name and business address of the division company to which the claim of such creditor was allocated pursuant to the plan of division; and
(4) any other matters that the dividing company determines to include therein.
(h) (1) If a domestic limited liability company divides under this section, the dividing company shall file a certificate of division executed by one or more authorized persons on behalf of such dividing company in the office of the secretary of state in accordance with K.S.A. 17-7910, and amendments thereto, and articles of organization that comply with K.S.A. 17-7673, and amendments thereto, for each resulting company executed by one or more authorized persons in accordance with K.S.A. 17-7908(b), and amendments thereto.
(2) The certificate of division shall state:
(A) The name of the dividing company and, if it has been changed, the name under which its articles of organization were originally filed and whether the dividing company is a surviving company;
(B) the name of each division company;
(C) the name and business address of the division contact required by subsection (g)(3);
(D) the future effective date or time, which shall be a date or time certain, of the division if it is not to be effective upon the filing of the certificate of division;
(E) that the division has been consented to or approved in accordance with this section;
(F) that the plan of division is on file at a place of business of such division company as is specified therein, and shall state the address thereof;
(G) that a copy of the plan of division will be furnished by such division company as is specified therein, on request and without cost, to any member of the dividing company; and
(H) any other information that the dividing company determines to include therein.
(3) A certificate of division may be amended to change the name or business address of the division contact in a certificate of division or to change information in the certificate of division required by subsection (h)(2)(F). A certificate of division is amended by filing a certificate of amendment of certificate of division for each division company that exists as a limited liability company in the office of the secretary of state. Each certificate of amendment of certificate of division shall include all of the following:
(A) The name of the dividing company and, if the name has been changed, the name under which the dividing company's articles of organization were originally filed;
(B) the name of the division company to which the amendment to the certificate of division relates; and
(C) the amendment to the certificate of division.
(4) If the dividing company is a surviving company, a manager of the dividing company or, if there is no manager of the dividing company, any member of the dividing company who becomes aware that the name or business address of the division contact, or information in the certificate of division required by subsection (h)(2)(F), in a certificate of division was false when made or that the name or business address of the division contact, or information in the certificate of division required by subsection (h)(2)(F), in a certificate of division has changed, shall promptly amend the certificate of division. If the dividing company is not a surviving company or no longer exists as a limited liability company, a manager of any resulting company or, if there is no manager of any resulting company, then any member of any resulting company who becomes aware that the name or business address of the division contact, or information in the certificate of division required by subsection (h)(2)(F), in a certificate of division was false when made or that the name or business address of the division contact, or information in the certificate of division required by subsection (h)(2)(F), in a certificate of division has changed, shall promptly amend the certificate of division. This subsection does not apply after the expiration of a period of six years following the effective date of the division.
(5) (A) Unless otherwise provided in the plan of division or the certificate of division, each certificate of amendment of certificate of division shall be executed as follows:
(i) If the dividing company is a surviving company, by one or more authorized persons on behalf of the dividing company acting on behalf of the division company to which the certificate of amendment of certificate of division relates; and
(ii) if the dividing company is not a surviving company or no longer exists as a limited liability company, by one or more authorized persons on behalf of a resulting company acting on behalf of the division company to which the certificate of amendment of certificate of division relates.
(B) Each division company is deemed to have consented to the execution of a certificate of amendment of certificate of division under this paragraph.
(6) Unless otherwise provided in the Kansas revised limited liability company act or unless a later effective date or time, which shall be a date or time certain, is provided for in the certificate of amendment of certificate of division, a certificate of amendment of certificate of division is effective at the time of its filing with the secretary of state.
(7) Subject to the Kansas revised limited liability company act, the secretary of state shall accept the filing of certificates of amendment of certificate of division for all division companies resulting from the same certificates of division if at least one division company is in good standing at the time of such filings.
(i) The certificate of division and each articles of organization for each resulting company required by subsection (h) shall be filed simultaneously in the office of the secretary of state and, if such certificate and articles of organization are not to become effective upon their filing, then each such certificate shall provide for the same effective date or time in accordance with K.S.A. 17-7911, and amendments thereto. Concurrently with the effective date or time of a division, the operating agreement of each resulting company shall become effective.
(j) A certificate of division shall act as a certificate of cancellation for a dividing company that is not a surviving company.
(k) An operating agreement may provide that a domestic limited liability company shall not have the power to divide as set forth in this section.
(l) Upon the division of a domestic limited liability company becoming effective:
(1) The dividing company shall be divided into the distinct and independent division companies named in the plan of division, and, if the dividing company is not a surviving company, the existence of the dividing company shall cease.
(2) For all purposes of the laws of the state of Kansas, all of the rights, privileges and powers, and all the property, real, personal, and mixed, of the dividing company and all debts due on whatever account to it, as well as all other things and other causes of action belonging to it, shall without further action be allocated to and vested in the applicable division company in such a manner and basis and with such effect as is specified in the plan of division, and the title to any real property or interest therein allocated to and vested in any division company shall not revert or be in any way impaired by reason of the division.
(3) Each division company shall, from and after effectiveness of the certificate of division, be liable as a separate and distinct domestic limited liability company for such debts, liabilities and duties of the dividing company as are allocated to such division company pursuant to the plan of division in the manner and on the basis provided in subsection (g)(1)(B).
(4) Each of the debts, liabilities and duties of the dividing company shall without further action be allocated to and be the debts, liabilities and duties of such division company as is specified in the plan of division as having such debts, liabilities and duties allocated to it, in such a manner and basis and with such effect as is specified in the plan of division, and no other division company shall be liable therefor, so long as the plan of division does not constitute a fraudulent transfer under applicable law, and all liens upon any property of the dividing company shall be preserved unimpaired, and all debts, liabilities and duties of the dividing company shall remain attached to the division company to which such debts, liabilities and duties have been allocated in the plan of division, and may be enforced against such division company to the same extent as if such debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a domestic limited liability company.
(5) In the event that any allocation of assets, debts, liabilities and duties to division companies in accordance with a plan of division is determined by a court of competent jurisdiction to constitute a fraudulent transfer, each division company shall be jointly and severally liable on account of such fraudulent transfer notwithstanding the allocations made in the plan of division, except that the validity and effectiveness of the division are not otherwise affected thereby.
(6) Debts and liabilities of the dividing company that are not allocated by the plan of division shall be the joint and several debts and liabilities of all of the division companies.
(7) It shall not be necessary for a plan of division to list each individual asset, property, right, series, debt, liability or duty of the dividing company to be allocated to a division company so long as the assets, property, rights, series, debts, liabilities or duties so allocated are reasonably identified by any method where the identity of such assets, property, rights, series, debts, liabilities or duties is objectively determinable.
(8) The rights, privileges, powers, and interests in property of the dividing company that have been allocated to a division company, as well as the debts, liabilities and duties of the dividing company that have been allocated to such division company pursuant to a plan of division, shall remain vested in each such division company and shall not be deemed, as a result of the division, to have been assigned or transferred to such division company for any purpose of the laws of the state of Kansas.
(9) Any action or proceeding pending against a dividing company may be continued against the surviving company, if any, as if the division did not occur, but subject to paragraph (4), and against any resulting company to which the asset, property, right, series, debt, liability or duty associated with such action or proceeding was allocated pursuant to the plan of division by adding or substituting such resulting company as a party in the action or proceeding.
(m) In applying the provisions of the Kansas revised limited liability company act on distributions, a direct or indirect allocation of property or liabilities in a division is not deemed a distribution.
(n) The provisions of this section shall not be construed to limit the means of accomplishing a division by any other means provided for in an operating agreement or other agreement or as otherwise permitted by the Kansas revised limited liability company act or as otherwise permitted by law.
(o) All limited liability companies formed on and after July 1, 2019, shall be governed by this section. All limited liability companies formed prior to July 1, 2019, shall be governed by this section, except that if the dividing company is a party to any written contract, indenture or other agreement entered into prior to July 1, 2019, that, by its terms, restricts, conditions or prohibits the consummation of a merger or consolidation by the dividing company with or into another party, or the transfer of assets by the dividing company to another party, then such restriction, condition or prohibition shall be deemed to apply to a division as if it were a merger, consolidation or transfer of assets, as applicable.
History: L. 2019, ch. 47, § 2; L. 2025, ch. 95, § 9; July 1.
(a) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the later to occur of:
(1) The formation of the limited liability company; or
(2) the time provided in and upon compliance with the operating agreement or, if the operating agreement does not so provide, when the person's admission is reflected in the records of the limited liability company or as otherwise provided in the operating agreement.
(b) After the formation of a limited liability company, a person is admitted as a member of the limited liability company:
(1) In the case of a person who is not an assignee of a limited liability company interest, including a person acquiring a limited liability company interest directly from the limited liability company and a person to be admitted as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company at the time provided in and upon compliance with the operating agreement or, if the operating agreement does not so provide, upon the consent of all members or as otherwise provided in the operating agreement;
(2) in the case of an assignee of a limited liability company interest, as provided in subsection (a) of K.S.A. 17-76,114, and amendments thereto;
(3) unless otherwise provided in an agreement of merger or consolidation, in the case of a person acquiring a limited liability company interest in a surviving or resulting limited liability company pursuant to a merger or consolidation approved in accordance with K.S.A. 17-7681(a), and amendments thereto, at the time provided in and upon compliance with the operating agreement of the surviving or resulting limited liability company; and in the case of a person being admitted as a member of a limited liability company pursuant to a merger or consolidation in which such limited liability company is not the surviving or resulting limited liability company in the merger or consolidation, as provided in the operating agreement of such limited liability company; or
(4) in the case of a person being admitted as a member of a division company pursuant to a division approved in accordance with K.S.A. 17-7685a(c), and amendments thereto, as provided in the operating agreement of such division company or in the plan of division, and in the event of any inconsistency, the terms of the plan of division shall control; and in the case of a person being admitted as a member of a limited liability company pursuant to a division in which such limited liability company is not a division company in the division, as provided in the operating agreement of such limited liability company.
(c) A person may be admitted to a limited liability company as a member of the limited liability company and may receive a limited liability company interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company. Unless otherwise provided in an operating agreement, a person may be admitted to a limited liability company as a member of the limited liability company without acquiring a limited liability company interest in the limited liability company. Unless otherwise provided in an operating agreement, a person may be admitted as the sole member of a limited liability company without making a contribution or being obligated to make a contribution to the limited liability company or without acquiring a limited liability company interest in the limited liability company.
(d) Unless otherwise provided in an operating agreement or another agreement, a member shall have no preemptive right to subscribe to any additional issue of limited liability company interests or another interest in a limited liability company.
History: L. 1999, ch. 119, § 25; L. 2014, ch. 40, § 20; L. 2025, ch. 95, § 10; July 1.
(a) An operating agreement may provide for classes or groups of members having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation in the manner provided in the operating agreement of additional classes or groups of members having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members. An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote, consent or approval of any member or class or group of members, including an action to create under the provisions of the operating agreement a class or group of limited liability company interests that was not previously outstanding. An operating agreement may provide that any member or class or group of members shall have no voting rights.
(b) An operating agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter. Voting by members may be on a per capita, number, financial interest, class, group or any other basis.
(c) An operating agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any members, waiver of any such notice, action by consent or approval without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
(d) Unless otherwise provided in an operating agreement, meetings of members may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. Unless otherwise provided in an operating agreement, on any matter that is to be voted on, consented to or approved by members, the members may take such action without a meeting, without prior notice and without a vote, if consented to or approved, in writing, by electronic transmission, or by any other means permitted by law, by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted. Unless otherwise provided in an operating agreement, if a person, whether or not then a member, consents to or approves as a member any matter and provides that such consent or approval will be effective at a future time, including a time determined upon the happening of an event, then such person shall be deemed to have consented or approved as a member at such future time so long as such person is then a member. Unless otherwise provided in an operating agreement, on any matter that is to be voted on by members, the members may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Unless otherwise provided in an operating agreement, a consent or approval transmitted by electronic transmission by a member or by a person or persons authorized to act for a member shall be deemed to be written and signed for purposes of this subsection.
(e) Unless otherwise provided in the operating agreement or in the Kansas revised limited liability company act, every member holding an interest in profits shall be entitled to vote.
(f) If an operating agreement provides for the manner in which it may be amended, including by requiring the approval or consent of a person who is not a party to the operating agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, including as permitted by K.S.A. 17-7681(d), and amendments thereto, provided that the approval or consent of any person may be waived by such person and that any such conditions may be waived by all persons for whose benefit such conditions were intended. Unless otherwise provided in an operating agreement, a supermajority amendment provision shall only apply to provisions of the operating agreement that are expressly included in the operating agreement. As used in this section, "supermajority amendment provision" means any amendment provision set forth in an operating agreement requiring that an amendment to a provision of the operating agreement be adopted by no less than the vote or consent or approval required to take action under such latter provision.
(g) If an operating agreement does not provide for the manner in which it may be amended, the operating agreement may be amended with the approval or consent of all of the members or as otherwise permitted by law, including as permitted by K.S.A. 17-7681(d), and amendments thereto. This subsection shall only apply to a limited liability company whose original articles of organization were filed with the secretary of state on or after July 1, 2014.
History: L. 1999, ch. 119, § 26; L. 2014, ch. 40, § 21; L. 2019, ch. 47, § 23; L. 2025, ch. 95, § 11; July 1.
(a) Except as otherwise provided by this act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.
(b) Notwithstanding the provisions of subsection (a), under an operating agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.
History: L. 1999, ch. 119, § 27; L. 2014, ch. 40, § 22; July 1.
A person ceases to be a member of a limited liability company upon the happening of any of the following events:
(a) Unless otherwise provided in an operating agreement, or with the consent or approval of all members, a member:
(1) Makes an assignment for the benefit of creditors;
(2) files a voluntary petition in bankruptcy;
(3) is adjudged a bankrupt or insolvent, or has entered against the member an order for relief, in any bankruptcy or insolvency proceeding;
(4) files a petition or answer seeking for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
(5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the member in any proceeding of this nature;
(6) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties; or
(b) unless otherwise provided in an operating agreement, or with the consent or approval of all members, 120 days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without the member's consent or acquiescence of a trustee, receiver or liquidator of the member or of all or any substantial part of the member's properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated.
History: L. 1999, ch. 119, § 28; L. 2014, ch. 40, § 23; L. 2019, ch. 47, § 24; July 1.
(a) Each member of a limited liability company, in person or by attorney or other agent, has the right, subject to such reasonable standards, including standards governing what information, including books, records and other documents, is to be furnished at what time and location and at whose expense, as may be set forth in an operating agreement or otherwise established by the manager or, if there is no manager, then by the members, to obtain from the limited liability company from time to time upon reasonable demand for any purpose reasonably related to the member's interest as a member of the limited liability company:
(1) True and full information regarding the status of the business and financial condition of the limited liability company;
(2) promptly after becoming available, a copy of the limited liability company's federal, state and local income tax returns for each year;
(3) a current list of the name and last known business, residence or mailing address of each member and manager;
(4) a copy of any written operating agreement and articles of organization and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the operating agreement and any certificate and all amendments thereto have been executed;
(5) true and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and which each member has agreed to contribute in the future, and the date on which each became a member; and
(6) other information regarding the affairs of the limited liability company as is just and reasonable.
(b) Each manager shall have the right to examine all of the information described in subsection (a) for a purpose reasonably related to the position of manager.
(c) The manager of a limited liability company shall have the right to keep confidential from the members, for such period of time as the manager deems reasonable, any information that the manager reasonably believes to be in the nature of trade secrets or other information the disclosure of which the manager in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its business or which the limited liability company is required by law or by agreement with a third party to keep confidential.
(d) A limited liability company may maintain its books, records and other documents in other than paper form, including on, by means of, or in the form of any information storage device, method, or one or more electronic networks or databases, including one or more distributed electronic networks or databases, if such form is capable of conversion into paper form within a reasonable time.
(e) Any demand under this section shall be in writing and shall state the purpose of such demand. In every instance where an attorney or other agent is the person who seeks the right to obtain the information described in subsection (a), the demand shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the member.
(f) Any action to enforce any right arising under this section shall be brought in the district court. If the limited liability company refuses to permit a member, or attorney or other agent acting for the member, to obtain or a manager to examine the information described in subsection (a) or does not reply to the demand that has been made within five business days, or such shorter or longer period of time as is provided for in an operating agreement, but not longer than 30 business days, after the demand has been made, the demanding member or manager may apply to the district court for an order to compel such disclosure. The district court may summarily order the limited liability company to permit the demanding member to obtain or manager to examine the information described in subsection (a) and to make copies or abstracts therefrom, or the district court may summarily order the limited liability company to furnish to the demanding member or manager the information described in subsection (a) on the condition that the demanding member or manager first pay to the limited liability company the reasonable cost of obtaining and furnishing such information and on such other conditions as the district court deems appropriate. When a demanding member seeks to obtain or a manager seeks to examine the information described in subsection (a), the demanding member or manager shall first establish: (1) That the demanding member or manager has complied with the provisions of this section respecting the form and manner of making demand for obtaining or examining of such information; and (2) that the information the demanding member or manager seeks is reasonably related to the member's interest as a member or the manager's position as a manager, as the case may be. The district court may, in its discretion, prescribe any limitations or conditions with reference to the obtaining or examining of information, or award such other or further relief as the district court may deem just and proper. The district court may order books, records and other documents, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within the state of Kansas and kept in the state of Kansas upon such terms and conditions as the order may prescribe.
(g) If a member is entitled to obtain information under the Kansas revised limited liability company act or an operating agreement for a purpose reasonably related to the member's interest as a member or other stated purpose, the member's right shall be to obtain such information as is necessary and essential to achieving that purpose. The rights of a member or manager to obtain or examine information as provided in this section may be expanded or restricted in an original operating agreement or in any subsequent amendment consented to, approved or adopted by all of the members or in compliance with any applicable requirements of the operating agreement. The provisions of this subsection shall not be construed to limit the ability to expand or restrict the rights of a member or manager to obtain or examine information by any other means permitted by law.
(h) A limited liability company shall maintain a current record that identifies the name and last known business, residence, or mailing address of each member and manager.
History: L. 1999, ch. 119, § 29; L. 2014, ch. 40, § 24; L. 2019, ch. 47, § 25; L. 2025, ch. 95, § 12; July 1.
An operating agreement may provide that:
(a) A member who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences; and
(b) at the time or upon the happening of events specified in the operating agreement, a member shall be subject to specified penalties or specified consequences.
Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in subsection (c) of K.S.A. 17-76,100, and amendments thereto.
History: L. 1999, ch. 119, § 30; L. 2014, ch. 40, § 25; July 1.
A person may be named or designated as a manager of the limited liability company as provided in K.S.A. 17-7663, and amendments thereto.
History: L. 1999, ch. 119, § 31; January 1, 2000.
Unless otherwise provided in an operating agreement, the management of a limited liability company shall be vested in its members in proportion to the then current percentage or other interest of members in the profits of the limited liability company owned by all of the members, the decision of members owning more than 50% of the then current percentage or other interest in the profits controlling, except that if an operating agreement provides for the management, in whole or in part, of a limited liability company by a manager, the management of the limited liability company, to the extent so provided, shall be vested in the manager who shall be chosen in the manner provided in the operating agreement. The manager shall also hold the offices and have the responsibilities accorded to the manager by or in the manner provided in an operating agreement. Subject to K.S.A. 17-76,105, and amendments thereto, a manager shall cease to be a manager as provided in an operating agreement. A limited liability company may have more than one manager.
History: L. 1999, ch. 119, § 32; L. 2014, ch. 40, § 26; July 1.
A manager of a limited liability company may make contributions to the limited liability company and share in the profits and losses of, and in distributions from, the limited liability company as a member. A person who is both a manager and a member has the rights and powers, and is subject to the restrictions and liabilities, of a manager and, except as provided in an operating agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a member to the extent of the manager's participation in the limited liability company as a member.
History: L. 1999, ch. 119, § 33; January 1, 2000.
(a) An operating agreement may provide for classes or groups of managers having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation in the manner provided in the operating agreement of additional classes or groups of managers having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of managers. An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote, consent or approval of any manager or class or group of managers, including an action to create under the provisions of the operating agreement a class or group of limited liability company interests that was not previously outstanding.
(b) An operating agreement may grant to all or certain identified managers or a specified class or group of the managers the right to vote, separately or with all or any class or group of managers or members, on any matter. Voting by managers may be on a per capita, number, financial interest, class, group or any other basis. Unless otherwise provided in an operating agreement, if more than one manager is appointed, all managers shall have an equal vote per capita.
(c) An operating agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any manager or class or group of managers, waiver of any such notice, action by consent or approval without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.
(d) Unless otherwise provided in an operating agreement, meetings of managers may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. Unless otherwise provided in an operating agreement, on any matter that is to be voted on, consented to or approved by the managers, the managers may take such action without a meeting, without prior notice and without a vote, if consented to or approved, in writing, by electronic transmission, or by any other means permitted by law, by managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all managers entitled to vote thereon were present and voted. Unless otherwise provided in an operating agreement, if a person, whether or not then a manager, consents to or approves as a manager any matter and provides that such consent or approval will be effective at a future time, including a time determined upon the happening of an event, then such person shall be deemed to have consented or approved as a manager at such future time, so long as such person is then a manager. Unless otherwise provided in an operating agreement, on any matter that is to be voted on by managers, the managers may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Unless otherwise provided in an operating agreement, a consent or approval transmitted by electronic transmission by a manager or by a person or persons authorized to act for a manager shall be deemed to be written and signed for purposes of this subsection.
History: L. 1999, ch. 119, § 34; L. 2014, ch. 40, § 27; L. 2019, ch. 47, § 26; L. 2025, ch. 95, § 13; July 1.
An operating agreement may provide that:
(a) A manager who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences; and
(b) at the time or upon the happening of events specified in the operating agreement, a manager shall be subject to specified penalties or specified consequences.
History: L. 1999, ch. 119, § 35; January 1, 2000.
A member, manager or liquidating trustee of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports or statements presented by another manager, member or liquidating trustee, an officer or employee of the limited liability company, or committees of the limited liability company, members or managers, or by any other person as to matters the member, manager or liquidating trustee reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the limited liability company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited liability company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.
History: L. 1999, ch. 119, § 36; L. 2014, ch. 40, § 28; July 1.
Unless otherwise provided in the operating agreement, a member or manager of a limited liability company has the power and authority to delegate to one or more other persons any or all of the member's or manager's, as the case may be, rights, powers and duties to manage and control the business and affairs of the limited liability company. Any such delegation may be made irrespective of whether the member or manager has a conflict of interest with respect to the matter as to which its rights, powers or duties are being delegated, and the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the member or manager. Any such delegation may be to agents, officers and employees of a member or manager or the limited liability company, and by a management agreement or another agreement with, or otherwise to, other persons, including a committee of one or more persons. Unless otherwise provided in the operating agreement, such delegation by a member or manager shall be irrevocable if it states that it is irrevocable. Unless otherwise provided in the operating agreement, such delegation by a member or manager of a limited liability company shall not cause the member or manager to cease to be a member or manager, as the case may be, of the limited liability company or cause the person to whom any such rights, powers and duties have been delegated to be a member or manager, as the case may be, of the limited liability company. No other provision of the Kansas revised limited liability company act or other law shall be construed to restrict a member's or manager's power and authority to delegate any or all of its rights, powers, and duties to manage and control the business and affairs of the limited liability company.
History: L. 1999, ch. 119, § 37; L. 2014, ch. 40, § 29; L. 2019, ch. 47, § 27; L. 2025, ch. 95, § 14; July 1.
The contribution of a member to a limited liability company may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
History: L. 1999, ch. 119, § 38; January 1, 2000.
(a) Except as provided in an operating agreement, a member is obligated to a limited liability company to perform any promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the agreed value, as stated in the records of the limited liability company, of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company may have against such member under the operating agreement or applicable law.
(b) Unless otherwise provided in an operating agreement, the obligation of a member to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit, after the entering into of an operating agreement or an amendment thereto which, in either case, reflects the obligation, and before the amendment thereof to reflect the compromise, may enforce the original obligation to the extent that, in extending credit, the creditor reasonably relied on the obligation of a member to make a contribution or return. A conditional obligation of a member to make a contribution or return money or other property to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by such member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company prior to the time the call occurs.
(c) An operating agreement may provide that the interest of any member who fails to make any contribution that the member is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting member's proportionate interest in a limited liability company, subordinating the member's limited liability company interest to that of nondefaulting members, a forced sale of that limited liability company interest, forfeiture of the defaulting member's limited liability company interest, the lending by other members of the amount necessary to meet the defaulting member's commitment, a fixing of the value of the defaulting member's limited liability company interest by appraisal or by formula and redemption or sale of the limited liability company interest at such value, or other penalty or consequence.
History: L. 1999, ch. 119, § 39; L. 2014, ch. 40, § 30; July 1.
The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in an operating agreement. If the operating agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.
History: L. 1999, ch. 119, § 40; January 1, 2000.
Distributions of cash or other assets of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in an operating agreement. If the operating agreement does not so provide, distributions shall be made on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.
History: L. 1999, ch. 119, § 41; January 1, 2000.
No obligation of a member or manager of a limited liability company to the limited liability company, or to a member or manager of the limited liability company, arising under the operating agreement or a separate agreement or writing, and no note, instrument or other writing evidencing any such obligation of a member or manager, shall be subject to the defense of usury, and no member or manager shall interpose the defense of usury with respect to any such obligation in any action.
History: L. 1999, ch. 119, § 42; L. 2014, ch. 40, § 31; July 1.
(a) For all purposes of the laws of the state of Kansas, a subscription for a limited liability company interest, whether submitted in writing, by means of electronic transmission or as otherwise permitted by applicable law, is irrevocable if the subscription states that such subscription is irrevocable to the extent provided by the terms of the subscription.
(b) This section shall be a part of and supplemental to article 76 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
History: L. 2025, ch. 95, § 2; July 1.
Except as provided in K.S.A. 17-76,104 through 17-76,110, and amendments thereto, to the extent and at the times or upon the happening of the events specified in an operating agreement, a member is entitled to receive from a limited liability company distributions before the member's resignation from the limited liability company and before the dissolution and winding up thereof.
History: L. 1999, ch. 119, § 43; L. 2014, ch. 40, § 32; July 1.
A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. An operating agreement may provide that a manager shall not have the right to resign as a manager of a limited liability company. Notwithstanding that an operating agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates an operating agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the operating agreement and offset the damages against the amount otherwise distributable to the resigning manager.
History: L. 1999, ch. 119, § 44; L. 2014, ch. 40, § 33; July 1.
(a) A member may resign from a limited liability company only at the time or upon the happening of events specified in an operating agreement and in accordance with the operating agreement. Notwithstanding anything to the contrary under applicable law, unless an operating agreement provides otherwise, a member may not resign from a limited liability company prior to the dissolution and winding up of the limited liability company.
(b) Unless otherwise provided in an operating agreement, a limited liability company whose original articles of organization were filed with the secretary of state and effective on or prior to June 30, 2014, shall not be governed by subsection (a) but shall be governed by this subsection. A member may resign from a limited liability company only at the time or upon the happening of events specified in the operating agreement and in accordance with the operating agreement. Notwithstanding anything to the contrary under applicable law, unless the operating agreement provides otherwise, a member may resign from a limited liability company prior to the dissolution and winding up of the limited liability company. Upon resignation, the member shall be deemed to be an assignee and shall have only the rights of an assignee. The resigned member is not released from the member's liability, if any, to a limited liability company. Notwithstanding anything to the contrary under applicable law, the operating agreement may provide that a limited liability company interest may not be assigned prior to the dissolution and winding up of the limited liability company.
History: L. 1999, ch. 119, § 45; L. 2014, ch. 40, § 34; L. 2019, ch. 47, § 28; July 1.
(a) Except as provided in K.S.A. 17-76,104 through 17-76,110, and amendments thereto, upon resignation any resigning member is entitled to receive any distribution to which such member is entitled under an operating agreement and, if not otherwise provided in an operating agreement, such member is entitled to receive, within a reasonable time after resignation, the fair value of such member's limited liability company interest as of the date of resignation based upon such member's right to share in distributions from the limited liability company.
(b) Unless otherwise provided in an operating agreement, a limited liability company whose original articles of organization were filed with the secretary of state and effective on or prior to June 30, 2014, shall continue to be governed by this section in effect on June 30, 2014, and shall not be governed by this section.
History: L. 1999, ch. 119, § 46; L. 2014, ch. 40, § 35; July 1.
Except as provided in an operating agreement, a member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. Except as provided in an operating agreement, a member may not be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed exceeds a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company. Except as provided in the operating agreement, a member may be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed is equal to a percentage of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company.
History: L. 1999, ch. 119, § 47; January 1, 2000.
Subject to K.S.A. 17-76,110 and 17-76,119, and amendments thereto, and unless otherwise provided in an operating agreement, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of a limited liability company with respect to the distribution. An operating agreement may provide for the establishment of a record date with respect to allocations and distributions by a limited liability company.
History: L. 1999, ch. 119, § 48; January 1, 2000.
(a) A limited liability company shall not make a distribution to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specified property of the limited liability company, exceed the fair value of the assets of the limited liability company, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited liability company only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection, "distribution" shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.
(b) A member who receives a distribution in violation of subsection (a) of this section, and who knew at the time of the distribution that the distribution violated subsection (a), shall be liable to a limited liability company for the amount of the distribution. A member who receives a distribution in violation of subsection (a), and who did not know at the time of the distribution that the distribution violated subsection (a), shall not be liable for the amount of the distribution. Subject to subsection (c), this subsection shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution.
(c) Unless otherwise agreed, a member who receives a distribution from a limited liability company shall have no liability under this act or other applicable law for the amount of the distribution after the expiration of three years from the date of the distribution unless an action to recover the distribution from such member is commenced prior to the expiration of the three-year period and an adjudication of liability against such member is made in the action.
History: L. 1999, ch. 119, § 49; L. 2014, ch. 40, § 36; July 1.
A limited liability company interest is personal property. A member has no interest in specific limited liability company property.
History: L. 1999, ch. 119, § 50; January 1, 2000.
(a) A limited liability company interest is assignable in whole or in part except as provided in an operating agreement. The assignee of a member's limited liability company interest shall have no right to participate in the management of the business and affairs of a limited liability company, except as provided in an operating agreement or, unless otherwise provided in the operating agreement, upon the vote, consent or approval of all of the members of the limited liability company. Notwithstanding anything to the contrary under applicable law, an operating agreement may provide that a limited liability company interest may not be assigned prior to the dissolution and winding up of the limited liability company.
(b) Unless otherwise provided in an operating agreement:
(1) An assignment of a limited liability company interest does not entitle the assignee to become or to exercise any rights or powers of a member;
(2) an assignment of a limited liability company interest entitles the assignee to share in such profits and losses, to receive such distribution or distributions, and to receive such allocation of income, gain, loss, deduction, or credit or similar item to which the assignor was entitled, to the extent assigned; and
(3) a member ceases to be a member and to have the power to exercise any rights or powers of a member upon assignment of all of the member's limited liability company interest. Unless otherwise provided in an operating agreement, the pledge of, or granting of a security interest, lien or other encumbrance in or against, any or all of the limited liability company interest of a member shall not cause the member to cease to be a member or to have the power to exercise any rights or powers of a member.
(c) Unless otherwise provided in an operating agreement, a member's interest in a limited liability company may be evidenced by a certificate of limited liability company interest issued by the limited liability company. An operating agreement may provide for the assignment or transfer of any limited liability company interest represented by such a certificate and make other provisions with respect to such certificates. A limited liability company shall not have the power to issue a certificate of limited liability company interest in bearer form.
(d) Unless otherwise provided in an operating agreement and except to the extent assumed by agreement, until an assignee of a limited liability company interest becomes a member, the assignee shall have no liability as a member solely as a result of the assignment.
(e) Unless otherwise provided in the operating agreement, a limited liability company may acquire, by purchase, redemption or otherwise, any limited liability company interest or other interest of a member or manager in the limited liability company. Unless otherwise provided in the operating agreement, any such interest so acquired by the limited liability company shall be deemed canceled.
History: L. 1999, ch. 119, § 51; L. 2014, ch. 40, § 37; L. 2019, ch. 47, § 29; July 1.
(a) On application by a judgment creditor of a member or of a member's assignee, a court having jurisdiction may charge the limited liability company interest of the judgment debtor to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of such limited liability company interest.
(b) A charging order constitutes a lien on the judgment debtor's limited liability company interest.
(c) The Kansas revised limited liability company act does not deprive a member or member's assignee of a right under exemption laws with respect to the judgment debtor's limited liability company interest.
(d) The entry of a charging order is the exclusive remedy by which a judgment creditor of a member or of a member's assignee may satisfy a judgment out of the judgment debtor's limited liability company interest, and attachment, garnishment, foreclosure, or other legal or equitable remedies are not available to the judgment creditor, whether the limited liability company has one member or more than one member.
(e) No creditor of a member or of a member's assignee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited liability company.
(f) The district court shall have jurisdiction to hear and determine any matter relating to any such charging order.
History: L. 1999, ch. 119, § 52; L. 2014, ch. 40, § 38; L. 2019, ch. 47, § 30; July 1.
(a) An assignee of a limited liability company interest becomes a member:
(1) As provided in the operating agreement;
(2) unless otherwise provided in the operating agreement, upon the vote, consent or approval of all of the members of the limited liability company; or
(3) unless otherwise provided in the operating agreement by a specific reference to this subsection (a) or otherwise provided in connection with the assignment, upon the voluntary assignment by the sole member of the limited liability company of all of the limited liability company interests in the limited liability company to a single assignee. An assignment will be voluntary for purposes of this subsection (a) if it is consented to or approved by the member at the time of the assignment and is not effected by foreclosure or other similar legal process.
(b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a member under an operating agreement and the Kansas revised limited liability company act. Notwithstanding the foregoing, unless otherwise provided in an operating agreement, an assignee who becomes a member is liable for the obligations of the assignor to make contributions as provided in K.S.A. 17-76,100, and amendments thereto, but shall not be liable for the obligations of the assignor under K.S.A. 17-76,104 through 17-76,110, and amendments thereto. However, the assignee is not obligated for liabilities, including the obligations of the assignor to make contributions as provided in K.S.A. 17-76,100, and amendments thereto, unknown to the assignee at the time the assignee became a member and which could not be ascertained from an operating agreement.
(c) Whether or not an assignee of a limited liability company interest becomes a member, the assignor is not released from liability to a limited liability company under K.S.A. 17-7699 through 17-76,110, and amendments thereto.
History: L. 1999, ch. 119, § 53; L. 2014, ch. 40, § 39; L. 2019, ch. 47, § 31; July 1.
If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member's person or property, the member's personal representative may exercise all of the member's rights for the purpose of settling the member's estate or administering the member's property, including any power under an operating agreement of an assignee to become a member. If a member is a corporation, trust or other entity and is dissolved or terminated, the powers of that member may be exercised by its personal representative.
History: L. 1999, ch. 119, § 54; L. 2014, ch. 40, § 40; July 1.
(a) A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:
(1) At the time specified in an operating agreement, but if no such time is set forth in the operating agreement, then the limited liability company shall have a perpetual existence;
(2) upon the happening of events specified in an operating agreement;
(3) (A) unless otherwise provided in an operating agreement, upon the vote, consent or approval of members who own ⅔ or more of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members; or
(B) unless otherwise provided in an operating agreement, a limited liability company whose original articles of organization were filed with the secretary of state and effective on or prior to June 30, 2019, shall not be governed by subparagraph (A) but shall be governed by this subparagraph. Unless otherwise provided in an operating agreement, upon the vote or consent of the members of the limited liability company or, if there is more than one class or group of members, then by each class or group of members, in either case, by members who own more than ⅔ of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate;
(4) at any time there are no members, provided that, the limited liability company is not dissolved and is not required to be wound up if:
(A) Unless otherwise provided in an operating agreement, within 90 days or such other period as is provided for in the operating agreement after the occurrence of the event that terminated the continued membership of the last remaining member, the personal representative of the last remaining member agrees to continue the limited liability company and to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, except that an operating agreement may provide that the personal representative of the last remaining member shall be obligated to agree to continue the limited liability company and to the admission of the personal representative of such member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member; or
(B) a member is admitted to the limited liability company in the manner provided for in the operating agreement, effective as of the occurrence of the event that terminated the continued membership of the last remaining member, within 90 days or such other period as is provided for in the operating agreement after the occurrence of the event that terminated the continued membership of the last remaining member, pursuant to a provision of the operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company; or
(5) the entry of a decree of judicial dissolution under K.S.A. 17-76,117, and amendments thereto.
(b) Unless otherwise provided in an operating agreement, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any member or the occurrence of an event that terminates the continued membership of any member shall not cause the limited liability company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the limited liability company shall be continued without dissolution.
History: L. 1999, ch. 119, § 55; L. 2014, ch. 40, § 41; L. 2019, ch. 47, § 32; July 1.
(a) A limited liability company may be dissolved involuntarily by order of the district court for the county in which the registered office of the limited liability company is located in an action filed by the attorney general when it is established that the limited liability company:
(1) Has procured its articles of organization through fraud;
(2) has exceeded the authority conferred upon it by law;
(3) has committed a violation of any provision of law whereby it has forfeited its articles of organization;
(4) has carried on, conducted or transacted its business in a persistently fraudulent or illegal manner; or
(5) by the abuse of its powers contrary to the public policy of the state, has become liable to be dissolved.
(b) If the business of the limited liability company is suffering or is threatened with irreparable injury because the members of a limited liability company, or the managers of a limited liability company having more than one manager, are so deadlocked respecting the management of the affairs of the limited liability company that the requisite vote for action cannot be obtained and the members are unable to terminate such deadlock, then any member or members in the aggregate owning at least 25% of the outstanding interests in either capital or profits and losses in the limited liability company may file with the district court a petition stating that such member or members desire to dissolve the limited liability company and to dispose of the assets thereof in accordance with a plan to be agreed upon by the members or as determined by the district court in the absence of such agreement. Such petition shall have attached thereto a copy of a proposed plan of dissolution and distribution and a certificate stating that copies of such petition and plan have been transmitted in writing to all of the other members of the limited liability company at least 30 days before the filing of the petition and that the members having the requisite vote required to cause dissolution under the operating agreement have failed or refused to consent to such plan. Unless members who own more than ⅔ of the then current percentage or other interest in profits of the limited liability company owned by all members, or if there is more than one class or group of members, then by each class or group, or such other number of members having the requisite vote to cause dissolution as the operating agreement may provide, file with the district court within the time period for the answer date of the petition, an answer and a certificate stating that they have agreed on either the petitioner's plan, or a modification or alternative thereof, then the district court shall order that such limited liability company be dissolved, if the district court determines that such irreparable injury and deadlock exists. In any proceeding under this section, the court may appoint one or more trustees or receivers with all the powers and title of a trustee or receiver appointed under K.S.A. 17-6808, and amendments thereto, to administer and wind up the limited liability company's affairs and may grant such other relief as the court deems equitable.
History: L. 1999, ch. 119, § 56; L. 2014, ch. 40, § 42; July 1.
(a) (1) Unless otherwise provided in the operating agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person consented to or approved by the members, in either case, by members who own more than 50% of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members, may wind up the limited liability company's affairs, but the district court upon cause shown, may wind up the limited liability company's affairs upon application of any member or manager, or the member's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee.
(2) Unless otherwise provided in the operating agreement, a limited liability company whose original articles of organization were filed with the secretary of state and effective on or prior to June 30, 2019, shall not be governed by paragraph (1) but shall be governed by this paragraph. Unless otherwise provided in the operating agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person consented to or approved by the members or, if there is more than one class or group of members, then by each class or group of members, in either case, by members who own more than 50% of the then-current percentage or other interest in the profits of the limited liability company owned by all of the members or by the members in each class or group, as appropriate, may wind up the limited liability company's affairs; but the district court upon cause shown, may wind up the limited liability company's affairs upon application of any member or manager, or the member's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee.
(b) Upon dissolution of a limited liability company and until the filing of a certificate of cancellation as provided in K.S.A. 17-7675, and amendments thereto, the persons winding up the limited liability company's affairs may, in the name of, and for and on behalf of, the limited liability company, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited liability company's business, dispose of and convey the limited liability company's property, discharge or make reasonable provision for the limited liability company's liabilities, and distribute to the members any remaining assets of the limited liability company, all without affecting the liability of members and managers and without imposing liability on a liquidating trustee.
History: L. 1999, ch. 119, § 57; L. 2014, ch. 40, § 43; L. 2019, ch. 47, § 33; July 1.
(a) Upon the winding up of a limited liability company, the assets shall be distributed as follows:
(1) To creditors, including members and managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company, whether by payment or the making of reasonable provision for payment thereof, other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to members and former members under K.S.A. 17-76,104 or 17-76,107, and amendments thereto;
(2) unless otherwise provided in an operating agreement, to members and former members in satisfaction of liabilities for distributions under K.S.A. 17-76,104 or 17-76,107, and amendments thereto;
(3) unless otherwise provided in an operating agreement, to members first for the return of their contributions and second respecting their limited liability company interests, in the proportions in which the members share in distributions.
(b) A limited liability company which has dissolved shall:
(1) Pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured contractual claims, known to the limited liability company;
(2) make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the limited liability company which is the subject of a pending action, suit or proceeding to which the limited liability company is a party; and
(3) make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the limited liability company or that have not arisen but that, based on facts known to the limited liability company, are likely to arise or to become known to the limited liability company within 10 years after the date of dissolution.
If there are sufficient assets, such claims and obligations shall be paid in full and any such provision for payment made shall be made in full. If there are insufficient assets, such claims and obligations shall be paid or provided for according to their priority and, among claims of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in the operating agreement, any remaining assets shall be distributed as provided in this act. Any liquidating trustee winding up a limited liability company's affairs who has complied with this section shall not be personally liable to the claimants of the dissolved limited liability company by reason of such person's actions in winding up the limited liability company.
(c) A member who receives a distribution in violation of subsection (a) and who knew at the time of the distribution that the distribution violated subsection (a), shall be liable to the limited liability company for the amount of the distribution. For purposes of the immediately preceding sentence, the term "distribution" shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. A member who receives a distribution in violation of subsection (a) and who did not know at the time of the distribution that the distribution violated subsection (a), shall not be liable for the amount of the distribution. Subject to subsection (d), this subsection shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution.
(d) Unless otherwise agreed, a member who receives a distribution from a limited liability company to which this section applies shall have no liability under this act or other applicable law for the amount of the distribution after the expiration of three years from the date of the distribution unless an action to recover the distribution from such member is commenced prior to the expiration of the three-year period and an adjudication of liability against such member is made in the action.
(e) K.S.A. 17-76,110, and amendments thereto, shall not apply to a distribution to which this section applies.
History: L. 1999, ch. 119, § 58; L. 2014, ch. 40, § 44; July 1.
History: L. 1999, ch. 119, § 59; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
History: L. 1999, ch. 119, § 60; L. 2004, ch. 143, § 95; L. 2014, ch. 40, § 45; Repealed, L. 2015, ch. 65, § 24; July 1.
History: L. 2004, ch. 143, § 101; L. 2014, ch. 40, § 46; Repealed, L. 2015, ch. 65, § 24; July 1.
History: L. 1999, ch. 119, § 61; L. 2014, ch. 40, § 47; Repealed, L. 2015, ch. 65, § 24; July 1.
History: L. 1999, ch. 119, § 62; L. 2007, ch. 81, § 9; L. 2014, ch. 40, § 48; Repealed, L. 2015, ch. 65, § 24; July 1.
History: L. 1999, ch. 119, § 63; L. 2014, ch. 40, § 49; Repealed, L. 2015, ch. 65, § 24; July 1.
History: L. 1999, ch. 119, § 64; L. 2004, ch. 171, § 28; L. 2005, ch. 157, § 19; L. 2014, ch. 40, § 50; Repealed, L. 2015, ch. 65, § 24; July 1.
(a) A foreign limited liability company doing business in the state of Kansas may not maintain any action, suit or proceeding in the state of Kansas until it has registered in this state and has paid to the state all fees and penalties for the years, or parts thereof, during which it did business in the state without having registered.
(b) The failure of a foreign limited liability company to register in the state of Kansas does not:
(1) Impair the validity of any contract or act of the foreign limited liability company;
(2) impair the right of any other party to the contract to maintain any action, suit or proceeding on the contract; or
(3) prevent the foreign limited liability company from defending any action, suit or proceeding in any court of the state of Kansas.
(c) A member or a manager of a foreign limited liability company is not liable for the obligations of the foreign limited liability company solely by reason of the limited liability company's having done business in the state of Kansas without registration.
History: L. 1999, ch. 119, § 65; L. 2014, ch. 40, § 51; July 1.
History: L. 1999, ch. 119, § 66; L. 2014, ch. 40, § 52; Repealed, L. 2015, ch. 65, § 24; July 1.
K.S.A. 17-7909(b), and amendments thereto, shall be applicable to foreign limited liability companies as if they were domestic limited liability companies.
History: L. 1999, ch. 119, § 67; L. 2014, ch. 40, § 53; L. 2015, ch. 65, § 10; July 1.
Service of process in any action against any foreign limited liability company, whether or not that limited liability company is qualified to do business in this state, shall be made in the manner prescribed by K.S.A. 60-304, and amendments thereto. Any person who has a cause of action against any foreign limited liability company, whether or not the limited liability company is qualified to do business in this state may file suit against the limited liability company in the district court of a county in which there is proper venue if the cause of action arose in Kansas out of the limited liability company's doing business in Kansas or while the limited liability company was doing business in Kansas.
History: L. 1999, ch. 119, § 68; January 1, 2000.
A member or an assignee of a limited liability company interest may bring an action in the district court in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed.
History: L. 1999, ch. 119, § 69; L. 2014, ch. 40, § 54; July 1.
In a derivative action, the plaintiff must be a member or an assignee of a limited liability company interest at the time of bringing the action and:
(a) At the time of the transaction of which the plaintiff complains; or
(b) the plaintiff's status as a member or an assignee of a limited liability company interest had devolved upon the plaintiff by operation of law or pursuant to the terms of an operating agreement from a person who was a member or an assignee of a limited liability company interest at the time of the transaction.
History: L. 1999, ch. 119, § 70; L. 2014, ch. 40, § 55; July 1.
In a derivative action, the petition shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by a manager or member or the reasons for not making the effort.
History: L. 1999, ch. 119, § 71; January 1, 2000.
If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from any recovery in any such action or from a limited liability company.
History: L. 1999, ch. 119, § 72; L. 2014, ch. 40, § 56; July 1.
(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this act.
(b) It is the policy of this act to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
(c) To the extent that, at law or in equity, a member or manager or other person has duties, including fiduciary duties, to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, the member's or manager's or other person's duties may be expanded or restricted or eliminated by provisions in the operating agreement, except that the operating agreement may not eliminate the implied contractual covenant of good faith and fair dealing.
(d) Unless otherwise provided in an operating agreement, a member or manager or other person shall not be liable to a limited liability company or to another member or manager or to another person who is a party to or is otherwise bound by an operating agreement for breach of fiduciary duty for the member's or manager's or other person's good faith reliance on the provisions of the operating agreement.
(e) An operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including fiduciary duties, of a member, manager or other person to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, except that an operating agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.
(f) Unless the context otherwise requires, as used herein, the singular shall include the plural and the plural may refer to only the singular.
(g) K.S.A. 84-9-406 and 84-9-408, and amendments thereto, do not apply to any interest in a limited liability company, including all rights, powers and interests arising under an operating agreement or this act. This provision prevails over K.S.A. 84-9-406 and 84-9-408, and amendments thereto.
(h) Action validly taken pursuant to one provision of this act shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this act but fails to satisfy one or more requirements prescribed by such other provision.
(i) An operating agreement that provides for the application of Kansas law shall be governed by and construed under the laws of the state of Kansas in accordance with its terms.
History: L. 1999, ch. 119, § 73; L. 2014, ch. 40, § 57; July 1.
In any case not provided for in the Kansas revised limited liability company act, the rules of law and equity, including the rules of law and equity relating to fiduciary duties and the law merchant, shall govern.
History: L. 1999, ch. 119, § 74; L. 2019, ch. 47, § 34; July 1.
(a) The secretary of state shall charge each domestic and foreign limited liability company the following fees:
(1) A fee of $20 for issuing or filing and indexing any of the following documents:
(A) A certificate of amendment of articles of organization;
(B) restated articles of organization;
(C) a certificate of cancellation, which shall be multiplied by the number of series of the limited liability company named in the certificate of cancellation;
(D) a certificate of change of location of registered office or resident agent;
(E) a certificate of merger or consolidation;
(F) a certificate of division; and
(G) any certificate, affidavit, agreement or any other paper provided for in the Kansas revised limited liability company act, for which no different fee is specifically prescribed;
(2) a fee of $7.50 for each certified copy, regardless of whether the secretary of state supplies the copy;
(3) a fee of $7.50 for each certificate of good standing, including a certificate of good standing for a series of a limited liability company, issued by the secretary of state; and
(4) a fee of $20 for a copy of an instrument on file or prepared by the secretary of state's office, whether or not the copy is certified.
(b) Every limited liability company hereafter formed in this state shall pay to the secretary of state, at the time of filing its articles of organization, an application and recording fee established by rules and regulations of the secretary of state, except that such fee shall not exceed $150.
(c) At the time of filing its application to do business, every foreign limited liability company shall pay to the secretary of state an application and recording fee established by rules and regulations of the secretary of state, except that such fee shall not exceed $150.
(d) The fee for filing a certificate of reinstatement shall be the same as that prescribed by K.S.A. 17-7506, and amendments thereto, for filing a certificate of reinstatement of a corporation's articles of incorporation.
History: L. 1999, ch. 119, § 75; L. 2014, ch. 40, § 58; L. 2019, ch. 47, § 35; L. 2019, ch. 47, § 36; L. 2021, ch. 61, § 22; L. 2023, ch. 66, § 51; L. 2024, ch. 45, § 12; L. 2025, ch. 95, § 15; July 1.
All provisions of this act may be altered from time to time or repealed and all rights of members and managers are subject to this reservation. Unless expressly stated to the contrary in this act, all amendments of this act shall apply to limited liability companies and members and managers whether or not existing as such at the time of the enactment of any such amendment.
History: L. 1999, ch. 119, § 76; L. 2014, ch. 40, § 59; July 1.
For purposes of any tax imposed by the state of Kansas or any instrumentality, agency or political subdivision of the state of Kansas, a domestic limited liability company or a foreign limited liability company qualified to do business in the state of Kansas shall be classified as a partnership unless classified otherwise for federal income tax purposes, in which case the domestic or foreign limited liability company shall be classified in the same manner as it is classified for federal income tax purposes. For purposes of any tax imposed by the state of Kansas or any instrumentality, agency or political subdivision of the state of Kansas, a member or an assignee of a member of a domestic limited liability company or a foreign limited liability company qualified to do business in the state of Kansas shall be treated as either a resident or nonresident partner unless classified otherwise for federal income tax purposes, in which case the member or assignee of a member shall have the same status as such member or assignee of a member has for federal income tax purposes.
History: L. 1999, ch. 119, § 77; L. 2019, ch. 47, § 37; July 1.
(a) Every limited liability company organized and on and after July 1, 2020, each series thereof formed or in existence under the laws of this state shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the limited liability company or series, as applicable, on the day the report is filed with the secretary of state.
(b) The report shall be filed biennially, as determined by the year that the limited liability company or series filed its formation documents. A limited liability company or series that filed formation documents in an even-numbered year shall file a report in each even-numbered year. A limited liability company or series that filed formation documents in an odd-numbered year shall file a report in each odd-numbered year. It is permissible to file at one time the biennial report information for more than one limited liability company or series, regardless of whether the formation documents were filed in an even-numbered or odd-numbered year, except that all the reports shall be filed in the first year a biennial report is due under this law and in odd-numbered years thereafter. The report shall be filed not later than April 15.
(c) The report shall be made on a form prescribed by the secretary of state and shall contain the following information for each limited liability company or series:
(1) The name of the limited liability company or series, as applicable;
(2) a list of the members owning at least 5% of the capital of the limited liability company or series, as applicable, with the postal address of each; 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) (1) Every foreign limited liability company shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the limited liability company on the day the report is filed with the secretary of state.
(2) The report shall be filed biennially, as determined by the year that the foreign limited liability company filed its foreign limited liability company application. A foreign limited liability company that filed its application in an even-numbered year shall file a report in each even-numbered year. A foreign limited liability company that filed its application in an odd-numbered year shall file a report in each odd-numbered year. The report shall be filed not later than April 15.
(3) The report shall be made on a form prescribed by the secretary of state and shall contain the name of the limited liability company.
(e) The business entity information report required by this section shall be executed by one or more authorized persons, and filed with the secretary of state. The execution of such report by a person who is authorized by the Kansas revised limited liability company act to execute such report, upon filing such report with the secretary of state, constitutes an oath or affirmation, under penalties of perjury that, to the best of such person's knowledge and belief, the facts stated in such report are true.
(f) At the time of filing the business entity information report, each limited liability company or series shall pay to the secretary of state a fee in an amount equal to $80, plus the amount specified in rules and regulations of the secretary.
(g) The provisions of K.S.A. 17-7509, and amendments thereto, relating to penalties for failure of a corporation to file business entity information report or pay the required fee, and the provisions of K.S.A. 17-7510(a), and amendments thereto, relating to penalties for failure of a corporation to file business entity information report or pay the required fee, shall be applicable to the articles of organization of any domestic limited liability company, the certificate of designation of any series thereof, or to the authority of any foreign limited liability company that fails to file its business entity information report or pay the fee within 90 days of the time prescribed in this section for filing and paying the fee. Whenever the articles of organization of a domestic limited liability company, the certificate of designation of a series thereof, or the authority of any foreign limited liability company are forfeited or canceled for failure to file business entity information report or to pay the required fee, the domestic limited liability company or the authority of a foreign limited liability company may be reinstated by filing a certificate of reinstatement, pursuant to K.S.A. 17-76,146, and amendments thereto, and the certificate of designation may be reinstated by filing a certificate of reinstatement, pursuant to K.S.A. 17-76,147, and amendments thereto, and in each case, paying to the secretary of state all fees, including any penalties thereon, due to the state.
History: L. 1999, ch. 119, § 78; L. 2000, ch. 172, § 4; L. 2002, ch. 185, § 44; L. 2004, ch. 171, § 29; L. 2005, ch. 157, § 20; L. 2007, ch. 81, § 10; L. 2014, ch. 40, § 60; L. 2016, ch. 110, § 128; L. 2019, ch. 47, § 38; L. 2021, ch. 61, § 23; L. 2023, ch. 66, § 52; L. 2024, ch. 45, § 13; July 1.
History: L. 1999, ch. 119, § 78; L. 2000, ch. 172, § 4; L. 2002, ch. 185, § 44; L. 2004, ch. 143, § 96; Repealed, L. 2005, ch. 157, § 31; January 1, 2006.
From and after July 1, 2014, this act shall be applicable to all limited liability companies formed in Kansas, whether formed before or after such date.
History: L. 1999, ch. 119, § 79; L. 2014, ch. 40, § 61; July 1.
If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application. To this end, the provisions of this act are severable.
History: L. 1999, ch. 119, § 80; January 1, 2000.
History: L. 1999, ch. 119, § 81; Repealed, L. 2014, ch. 121, § 46; January 1, 2015.
(a) An operating agreement may establish or provide for the establishment of one or more designated series of members, managers, limited liability company interests or assets. If an operating agreement so provides for the establishment or formation of one or more series, then a series may be formed by complying with this section. Any such series may have separate rights, powers or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations, and to the extent provided in the operating agreement, any such series may have a separate business purpose or investment objective. A series is formed by the filing of a certificate of designation in the office of the secretary of state. Other than pursuant to K.S.A. 17-76,143a, and amendments thereto, a series may not merge, convert, or consolidate pursuant to any section of the Kansas revised limited liability company act, the business entity transactions act, K.S.A. 17-78-101 et seq., and amendments thereto, or any other statute of this state.
(b) Notice of the limitation on liabilities of a series as referenced in subsection (c) shall be set forth in the articles of organization of the limited liability company. Notice in articles of organization of the limitation on liabilities of a series as referenced in subsection (c) shall be sufficient for all purposes of this subsection whether or not the limited liability company has formed any series when such notice is included in the articles of organization, and there shall be no requirement that any specific series of the limited liability company be referenced in such notice. The fact that articles of organization that contain the foregoing notice of the limitation on liabilities of a series is on file in the office of the secretary of state shall constitute notice of such limitation on liabilities of a series.
(c) Notwithstanding anything to the contrary set forth in the Kansas revised limited liability company act or under other applicable law, in the event that an operating agreement establishes or provides for the establishment of one or more series, and if to the extent the records maintained for any series account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof, and if the operating agreement so provides, and if notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the articles of organization of the limited liability company and if the limited liability company has filed a certificate of designation for each series that is to have limited liability under this section, then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, and, unless otherwise provided in the operating agreement, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series. Neither the preceding sentences nor any provision pursuant thereto in an operating agreement, articles of organization or certificate of designation shall: Restrict a series or limited liability company on behalf of a series from agreeing in the operating agreement or otherwise that any or all of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series; or restrict a limited liability company from agreeing in the operating agreement or otherwise that any or all of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of the limited liability company generally. Assets associated with a series may be held directly or indirectly, including in the name of such series, in the name of the limited liability company, through a nominee or otherwise. Records maintained for a series that reasonably identify its assets, including by specific listing, category, type, quantity, computational, or allocational formula or procedure, including a percentage or share of any asset or assets, or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof. As used in the Kansas revised limited liability company act, a reference to assets of a series includes assets associated with such series, a reference to assets associated with a series includes assets of such series, a reference to members or managers of a series includes members or managers associated with such series, and a reference to members or managers associated with a series includes members or managers of such series. The following shall apply to a series:
(1) A series may carry on any lawful business, purpose or activity, whether or not for profit, with the exception of the business of granting policies of insurance, assuming insurance risks, or banking as defined in K.S.A. 9-702, and amendments thereto. Unless otherwise provided in an operating agreement, a series shall have the power and capacity to, in its own name, contract, hold title to assets, including real, personal, and intangible property, grant liens and security interests, sue and be sued and otherwise conduct business and exercise the power of a limited liability company under this article. The limited liability company and any of its series may elect to consolidate its operations as a single taxpayer to the extent required to file consolidated tax returns as permitted under applicable law and elect to be treated as a single business for the purposes of qualification or authorization to do business in this or any other state. Such elections shall not affect the limitation of liability set forth in this section except to the extent that the series have specifically accepted joint liability by contract.
(2) Except as otherwise provided by the Kansas revised limited liability company act, no member or manager of a series shall be obligated personally for any debt, obligation or liability of such series, whether arising in contract, tort or otherwise, solely by reason of being a member or acting as manager of such series. Notwithstanding the preceding sentence, under an operating agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of one or more series.
(3) An operating agreement may provide for classes or groups of members or managers associated with a series having such relative rights, powers and duties as the operating agreement may provide, and may make provision for the future creation in the manner provided in the operating agreement of additional classes or groups of members or managers associated with such series having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members or managers associated with such series. An operating agreement may provide for the taking of an action, including the amendment of the operating agreement, without the vote, consent or approval of any member or manager or class or group of members or managers, including an action to create under the provisions of the operating agreement a class or group of a series of limited liability company interests that was not previously outstanding. An operating agreement may provide that any member or class or group of members associated with a series shall have no voting rights or ability to otherwise participate in the management or governance of such series, but any such member or class or group of members are owners of the series.
(4) An operating agreement may grant to all or certain identified members or managers or a specified class or group of the members or managers associated with a series the right to vote separately or with all or any class or group of the members or managers associated with such series, on any matter. Voting by members or managers associated with a series may be on a per capita, number, financial interest, class, group or any other basis.
(5) Unless otherwise provided in an operating agreement, the management of a series shall be vested in the members associated with such series in proportion to the then-current percentage or other interest of members in the profits of such series owned by all of the members associated with such series, the decision of members owning more than 50% of such percentage or other interest in the profits controlling, except that if an operating agreement provides for the management of a series, in whole or in part, by a manager or managers, the management of such series, to the extent so provided, shall be vested in the manager or managers who shall be chosen in the manner provided in the operating agreement. The manager of a series shall also hold the offices and have the responsibilities accorded to the manager as set forth in an operating agreement. A series may have more than one manager. Subject to K.S.A. 17-76,105, and amendments thereto, a manager shall cease to be a manager with respect to a series as provided in an operating agreement. Except as otherwise provided in an operating agreement, any event under the Kansas revised limited liability company act or in an operating agreement that causes a manager to cease to be a manager with respect to a series shall not, in itself, cause such manager to cease to be a manager of the limited liability company or with respect to any other series thereof.
(6) Notwithstanding K.S.A. 17-76,109, and amendments thereto, but subject to subsections (c)(7) and (c)(10), and unless otherwise provided in an operating agreement, at the time a member of a series becomes entitled to receive a distribution with respect to such series, the member has the status of, and is entitled to all remedies available to, a creditor of such series, with respect to the distribution. An operating agreement may provide for the establishment of a record date with respect to allocations and distributions with respect to a series.
(7) Notwithstanding K.S.A. 17-76,110(a), and amendments thereto, a limited liability company may make a distribution with respect to a series. A limited liability company shall not make a distribution with respect to a series to a member to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of such series, other than liabilities to members on account of their limited liability company interests with respect to such series and liabilities for which the recourse of creditors is limited to specified property of such series, exceed the fair value of the assets associated with such series, except that the fair value of property of such series that is subject to a liability for which the recourse of creditors is limited shall be included in the assets associated with such series only to the extent that the fair value of that property exceeds that liability. For purposes of the immediately preceding sentence, the term "distribution" shall not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. A member who receives a distribution in violation of this subsection, and who knew at the time of the distribution that the distribution violated this subsection, shall be liable to the series for the amount of the distribution. A member who receives a distribution in violation of this subsection, and who did not know at the time of the distribution that the distribution violated this subsection, shall not be liable for the amount of the distribution. Subject to K.S.A. 17-76,110(c), and amendments thereto, which shall apply to any distribution made with respect to a series under this subsection, this subsection shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution.
(8) Unless otherwise provided in the operating agreement, a member shall cease to be associated with a series and to have the power to exercise any rights or powers of a member with respect to such series upon the assignment of all of the member's limited liability company interest with respect to such series. Except as otherwise provided in an operating agreement, any event under the Kansas revised limited liability company act or an operating agreement that causes a member to cease to be associated with a series shall not, in itself, cause such member to cease to be associated with any other series or terminate the continued membership of a member in the limited liability company or cause the dissolution of the series, regardless of whether such member was the last remaining member associated with such series.
(9) Subject to K.S.A. 17-76,116, and amendments thereto, except to the extent otherwise provided in the operating agreement, a series may be dissolved and its affairs wound up without causing the dissolution of the limited liability company. The dissolution of a series shall not affect the limitation on liabilities of such series provided by this subsection. A series is dissolved and its affairs shall be wound up upon the dissolution of the limited liability company under K.S.A. 17-76,116, and amendments thereto, or otherwise upon the first to occur of the following:
(A) At the time specified in the operating agreement;
(B) upon the happening of events specified in the operating agreement;
(C) unless otherwise provided in the operating agreement, upon the vote, consent or approval of members associated with such series who own 2/3 or more of the then-current percentage or other interest in the profits of such series of the limited liability company owned by all of the members associated with such series; or
(D) the dissolution of such series under subsection (c)(11).
(10) Notwithstanding K.S.A. 17-76,118(a), and amendments thereto, unless otherwise provided in the operating agreement, a manager associated with a series who has not wrongfully dissolved such series or, if none, the members associated with such series or a person consented to or approved by the members associated with such series, in either case, by members who own more than 50% of the then-current percentage or other interest in the profits of such series owned by all of the members associated with such series, may wind up the affairs of such series, but the district court, upon cause shown, may wind up the affairs of a series upon application of any member or manager associated with such series, or the member's personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. The persons winding up the affairs of a series may, in the name of the limited liability company and for and on behalf of the limited liability company and such series, take all actions with respect to such series as are permitted under K.S.A. 17-76,118(b), and amendments thereto. The persons winding up the affairs of a series shall provide for the claims and obligations of such series and distribute the assets of such series as provided in K.S.A. 17-76,119, and amendments thereto, which section shall apply to the winding up and distribution of assets of a series. Actions taken in accordance with this subsection shall not affect the liability of members and shall not impose liability on a liquidating trustee.
(11) On application by or for a member or manager associated with a series, the district court may decree dissolution of such series whenever it is not reasonably practicable to carry on the business of such series in conformity with an operating agreement.
(12) For all purposes of the laws of the state of Kansas, a series is an association, regardless of the number of members or managers, if any, of such series.
(d) In order to form a series of a limited liability company, a certificate of designation must be filed in accordance with this subsection.
(1) (A) A certificate of designation shall set forth:
(i) The name of the limited liability company; and
(ii) the name of the series.
(B) A certificate of designation may include any other matter that the members of such series determine to include therein.
(C) A certificate of designation properly filed with the secretary of state prior to July 1, 2020, shall be deemed to comply with the requirements of this paragraph.
(2) A certificate of designation shall be executed in accordance with K.S.A. 17-7908(b), and amendments thereto, and shall be filed in the office of the secretary of state in accordance with K.S.A. 17-7910, and amendments thereto. A certificate of designation is not an amendment to the articles of organization of the limited liability company.
(3) A certificate of designation may be amended by filing a certificate of amendment thereto in the office of the secretary of state.
(A) The certificate of amendment of certificate of designation shall set forth:
(i) The name of the limited liability company;
(ii) the name of the series; and
(iii) the amendment to the certificate of designation.
(B) A certificate of designation properly filed with the secretary of state prior to July 1, 2020, that changed a previously filed certificate of designation shall be deemed to be a certificate of amendment thereto for purposes of this paragraph.
(4) A manager of a series or, if there is no manager, then any member of a series who becomes aware that any statement in a certificate of designation filed with respect to such series was false when made, or that any matter described therein has changed making the certificate of designation false in any material respect or noncompliant with subsection (e)(1), shall promptly amend the certificate of designation.
(5) A certificate of designation may be amended at any time for any other proper purpose.
(6) Unless otherwise provided in the Kansas revised limited liability company act or unless a later effective date or time, which shall be a date or time certain, is provided for in the certificate of amendment of certificate of designation, a certificate of amendment of certificate of designation shall be effective at the time of its filing with the secretary of state.
(7) A certificate of designation shall be canceled upon the cancellation of the articles of organization of the limited liability company named in the certificate of designation, or upon the filing of a certificate of cancellation of the certificate of designation, or upon the future effective date or time of a certificate of cancellation of the certificate of designation, or as provided in K.S.A. 17-76,139(g), and amendments thereto, or upon the filing of a certificate of merger or consolidation of a series if the series is not the surviving or resulting series in a merger or consolidation or upon the future effective date or time of a certificate of merger or consolidation of a series if the series is not the surviving or resulting series in a merger or consolidation. A certificate of cancellation of the certificate of designation may be filed at any time, and shall be filed, in the office of the secretary of state to accomplish the cancellation of a certificate of designation upon the dissolution of a series for which a certificate of designation was filed and completion of the winding up of such series.
(A) A certificate of cancellation of the certificate of designation shall set forth:
(i) The name of the limited liability company;
(ii) the name of the series;
(iii) the future effective date or time, which shall be a date or time certain, of cancellation if it is not to be effective upon the filing of the certificate of cancellation; and
(iv) any other information the person filing the certificate of cancellation of the certificate of designation determines.
(B) A certificate of designation properly filed with the secretary of state prior to July 1, 2020, that dissolved a series shall be deemed to be a certificate of cancellation thereto for purposes of this paragraph.
(8) A certificate of cancellation of the certificate of designation that is filed in the office of the secretary of state prior to the dissolution or the completion of winding up of a series may be corrected as an erroneously executed certificate of cancellation of the certificate of designation by filing with the office of the secretary of state a certificate of correction of such certificate of cancellation of the certificate of designation in accordance with K.S.A. 17-7912, and amendments thereto.
(9) The secretary of state shall not issue a certificate of good standing with respect to a series if the certificate of designation is canceled or the limited liability company has ceased to be in good standing.
(e) The name of each series as set forth in its certificate of designation:
(1) Shall include the name of the limited liability company, including any word, abbreviation or designation required by K.S.A. 17-7920, and amendments thereto;
(2) may contain the name of a member or manager;
(3) must comply with the requirements of K.S.A. 17-7918, and amendments thereto, to the same extent as a covered entity; and
(4) may contain any word permitted by K.S.A. 17-7920, and amendments thereto, and may not contain any word prohibited to be included in the name of a limited liability company under Kansas law.
(f) If a foreign limited liability company that is registered to do business in this state in accordance with K.S.A. 17-7931, and amendments thereto, is governed by an operating agreement that establishes or provides for the establishment of a series of members, managers, limited liability company interests or assets having separate rights, powers or duties with respect to specified property or obligations of the foreign limited liability company or profits and losses associated with specified property or obligations, that fact shall be so stated on the application for registration as a foreign limited liability company. In addition, the foreign limited liability company shall state on such application whether the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series, if any, are enforceable against the assets of such series only, and not against the assets of the foreign limited liability company generally or any other series thereof, and whether any of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the foreign limited liability company generally or any other series thereof shall be enforceable against the assets of such series.
(g) (1) If an operating agreement provides the manner in which a dissolution of a series may be revoked, it may be revoked in such manner and, unless the limited liability company has dissolved and such dissolution has not been revoked or the operating agreement prohibits revocation of dissolution of a series, then notwithstanding the occurrence of an event set forth in subsection (c)(9)(A) through (C), the series shall not be dissolved and the series' affairs shall not be wound up if, prior to the filing of a certificate of cancellation of the certificate of designation in the office of the secretary of state, the series is continued, effective as of the occurrence of such event:
(A) In the case of dissolution effected by the vote or consent of the members associated with the series, or other persons whose approval is required for such dissolution pursuant to the operating agreement pursuant to such vote or consent, and the approval of any members associated with the series or other persons whose approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph; and
(B) in the case of dissolution under subsection (c)(9)(A) or (B), other than a dissolution effected by the vote or consent of the members associated with the series, or other persons whose approval is required for such dissolution pursuant to the operating agreement, pursuant to such vote or consent that, pursuant to the terms of the operating agreement, is required to amend the provision of the operating agreement effecting such dissolution, and the approval of any members associated with the series or other persons whose approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph.
(2) If a series is dissolved by the dissolution of the limited liability company, unless a certificate of cancellation of the certificate of designation with respect to such series has been filed in the office of the secretary of state or the operating agreement prohibits revocation of dissolution of the series, the dissolution of the series shall be automatically revoked upon any revocation of dissolution of the limited liability company in accordance with K.S.A. 17-76,145, and amendments thereto.
(3) The provisions of this subsection shall not be construed to limit the accomplishment of a revocation of dissolution of a series by other means permitted by law.
(h) An operating agreement may impose restrictions, duties and obligations on members of the limited liability company or any series thereof as a manner of internal governance, including, without limitation, those with regard to:
(1) Choice of law, forum selection or consent to personal jurisdiction;
(2) capital contributions;
(3) restrictions on, or terms and conditions of, the transfer of membership interests;
(4) restrictive covenants, including noncompetition, nonsolicitation and confidentiality provisions;
(5) fiduciary duties; and
(6) restrictions, duties or obligations to or for the benefit of the limited liability company, other series thereof or their affiliates.
(i) The wrongful transfer of property from a series to another series or the limited liability company as a whole with intent to hinder, delay or defraud creditors of their just and lawful debts or damages, or to defraud, shall be subject to K.S.A. 33-102, and amendments thereto.
History: L. 2012, ch. 50, § 1; L. 2014, ch. 40, § 62; L. 2015, ch. 65, § 11; L. 2019, ch. 47, § 39; L. 2025, ch. 95, § 16; July 1.
(a) Pursuant to an agreement of merger or consolidation, one or more series may merge or consolidate with or into one or more other series of the same limited liability company with such series as the agreement shall provide being the surviving or resulting series. Unless otherwise provided in the operating agreement, an agreement of merger or consolidation shall be consented to or approved by each series that is to merge or consolidate by members of such series who own more than 50% of the then-current percentage or other interest in the profits of such series owned by all of the members of such series. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a series that is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights, or securities of, or interests in, the surviving or resulting series or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights, or securities of, or interests in, an entity as defined in K.S.A. 17-78-102, and amendments thereto, that is not the surviving or resulting series in the merger or consolidation, may remain outstanding or may be canceled. Notwithstanding prior consent or approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation.
(b) If a series is merging or consolidating under this section, the series surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation of series executed by one or more authorized persons on behalf of the series when it is the surviving or resulting series in the office of the secretary of state. The certificate of merger or consolidation of series shall state:
(1) The name of each series that is to merge or consolidate and the name of the limited liability company that formed such series;
(2) that an agreement of merger or consolidation has been consented to or approved and executed by or on behalf of each series that is to merge or consolidate;
(3) the name of the surviving or resulting series;
(4) such amendments, if any, to the certificate of designation of the surviving series, as are desired to be effected by the merger, and such amendments may amend and restate the certificate of designation of the surviving series in its entirety;
(5) the future effective date or time, which shall be a date or time certain, of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation;
(6) that the agreement of merger or consolidation is on file at a place of business of the surviving or resulting series or the limited liability company that formed such series and shall state the address thereof; and
(7) that a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting series, upon request and without cost, to any member of any series that is to merge or consolidate.
(c) Unless a future effective date or time is provided in a certificate of merger or consolidation, a merger or consolidation of series pursuant to this section shall be effective upon the filing of a certificate of merger or consolidation of series in the office of the secretary of state.
(d) A certificate of merger or consolidation of series shall act as a certificate of cancellation of the certificate of designation of the series that is not the surviving or resulting series in the merger or consolidation. A certificate of merger or consolidation of series that sets forth any amendment in accordance with subsection (b)(4) shall be deemed to be an amendment to the certificate of designation of the surviving series, and no further action shall be required to amend the certificate of designation of the surviving series under K.S.A. 17-76,143, and amendments thereto, with respect to such amendments set forth in such certificate of merger or consolidation of series. Whenever this section requires the filing of a certificate of merger or consolidation of series, such requirement shall be deemed satisfied by the filing of an agreement of merger or consolidation containing the information required by this section to be set forth in such certificate of merger or consolidation.
(e) An agreement of merger or consolidation consented to or approved in accordance with subsection (a) may effect any amendment to the operating agreement relating solely to the series that are constituent parties to the merger or consolidation. Any amendment to an operating agreement relating solely to the series that are constituent parties to the merger or consolidation made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger or consolidation and shall be effective notwithstanding any provision of the operating agreement relating to amendment of the operating agreement, other than a provision that by its terms applies to an amendment to the operating agreement in connection with a merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law, including that the operating agreement relating to any constituent series to the merger or consolidation, including a series formed for the purpose of consummating a merger or consolidation, shall be the operating agreement of the surviving or resulting series.
(f) (1) (A) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the state of Kansas, all of the rights, privileges and powers of each of the series that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such series, as well as all other things and causes of action belonging to each of such series, shall be vested in the surviving or resulting series, and shall thereafter be the property of the surviving or resulting series as they were of each of the series that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the state of Kansas, in any of such series, shall not revert or be in any way impaired by reason of the Kansas revised limited liability company act.
(B) All rights of creditors and all liens upon any property of any of the series that have merged or consolidated shall be preserved unimpaired, and all debts, liabilities and duties of each of such series that have merged or consolidated shall thereafter attach to the surviving or resulting series, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.
(2) Unless otherwise agreed, a merger or consolidation of a series that is not the surviving or resulting series in the merger or consolidation, shall not require such series to wind up its affairs under K.S.A. 17-76,143, and amendments thereto, or pay its liabilities and distribute its assets under K.S.A. 17-76,143, and amendments thereto, and the merger or consolidation shall not constitute a dissolution of such series.
(g) An operating agreement may provide that a series of such limited liability company shall not have the power to merge or consolidate as set forth in this section.
History: L. 2019, ch. 47, § 3; L. 2025, ch. 95, § 17; July 1.
When the articles of organization of any limited liability company formed under this act shall be canceled by the filing of a certificate of cancellation pursuant to K.S.A. 17-7675, and amendments thereto, the district court, on application of any creditor, member or manager of the limited liability company, or any other person who shows good cause therefor, at any time, may either appoint one or more of the managers of the limited liability company to be trustees, or appoint one or more persons to be receivers, of and for the limited liability company, to take charge of the limited liability company's property, and to collect the debts and property due and belonging to the limited liability company, with the power to prosecute and defend, in the name of the limited liability company, or otherwise, all such suits as may be necessary or proper for the purposes aforesaid, and to appoint an agent or agents under them, and to do all other acts which might be done by the limited liability company, if in being, that may be necessary for the final settlement of the unfinished business of the limited liability company. The powers of the trustees or receivers may be continued as long as the district court shall think necessary for the purposes aforesaid.
History: L. 2014, ch. 40, § 63; July 1.
(a) If an operating agreement provides the manner in which a dissolution may be revoked, it may be revoked in that manner and, unless an operating agreement prohibits revocation of dissolution, then notwithstanding the occurrence of an event set forth in K.S.A. 17-76,116(a)(1) through (a)(4), and amendments thereto, the limited liability company shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of cancellation with the secretary of state, the limited liability company is continued, effective as of the occurrence of such event:
(1) In the case of dissolution effected by the vote, consent or approval of the members, or other persons whose vote, consent or approval is required for such dissolution pursuant to the operating agreement, pursuant to such vote, consent or approval, and the vote, consent or approval of any members or other persons whose vote, consent or approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph;
(2) in the case of dissolution under K.S.A. 17-76,116(a)(1) or (2), and amendments thereto, other than a dissolution effected by the vote, consent or approval of the members, or other persons whose vote, consent or approval is required for such dissolution pursuant to the operating agreement, or the occurrence of an event that causes the last remaining member to cease to be a member, pursuant to such vote, consent or approval that, pursuant to the terms of the operating agreement, is required to amend the provision of the operating agreement effecting such dissolution, and the vote, consent or approval of any members or other persons whose vote, consent or approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph; and
(3) in the case of dissolution effected by the occurrence of an event that causes the last remaining member to cease to be a member, pursuant to the vote, consent or approval of the personal representative of the last remaining member of the limited liability company or the assignee of all of the limited liability company interests in the limited liability company, and the vote, consent, or approval of any other person whose vote, consent or approval is required under the operating agreement to revoke a dissolution contemplated by this paragraph.
(b) If there is no remaining member of the limited liability company and the personal representative of the last remaining member or the assignee of all of the limited liability company interests in the limited liability company votes in favor of, consents to or approves the continuation of the limited liability company, such personal representative or such assignee, as applicable, shall be required to agree to the admission of a nominee or designee as a member, effective as of the occurrence of the event that terminated the continued membership of the last remaining member.
(c) The provisions of this section shall not be construed to limit the accomplishment of a revocation of dissolution by other means permitted by law.
History: L. 2014, ch. 40, § 64; L. 2019, ch. 47, § 40; L. 2025, ch. 95, § 18; July 1.
(a) A domestic limited liability company whose articles of organization or a foreign limited liability company whose authority to do business has been canceled or forfeited pursuant to K.S.A. 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto, or whose articles of organization or authority to do business has been forfeited pursuant to K.S.A. 17-76,139(g), and amendments thereto, may be reinstated by filing with the secretary of state a certificate of reinstatement of limited liability company accompanied by the payment of the fee required by K.S.A. 17-76,136(d), and amendments thereto, and payment of the business entity information report fees due under K.S.A. 17-76,139(c), and amendments thereto, for all past due reports for the immediately preceding 10 years, and payment to the secretary of state an amount equal to all fees and any penalties due. The certificate of reinstatement of limited liability company shall set forth:
(1) The name of the limited liability company at the time its articles of organization or authority to do business was canceled or forfeited and, if such name is not available at the time of reinstatement, the name under which the limited liability company is to be reinstated;
(2) the address of the limited liability company's registered office in the state of Kansas and the name and address of the limited liability company's resident agent in the state of Kansas;
(3) a statement that the certificate of reinstatement of limited liability company is filed by one or more persons authorized to execute and file such certificate of reinstatement to reinstate the limited liability company; and
(4) any other matters the persons executing the certificate of reinstatement of limited liability company determine to include therein.
(b) The certificate of reinstatement of limited liability company shall be deemed to be an amendment to the articles of organization or application for registration of the limited liability company, and the limited liability company shall not be required to take any further action to amend its articles of organization or application for registration under K.S.A. 17-7674 or 17-7935, and amendments thereto, with respect to the matters set forth in such certificate of reinstatement.
(c) Upon the filing of a certificate of reinstatement of limited liability company, a limited liability company, each series thereof whose certificate of designation has been canceled as a result of the cancellation of the articles of organization of the limited liability company pursuant to K.S.A. 17-7926(b), 17-7929(b) or 17-7934(c), and amendments thereto, and each series thereof that has not been terminated and wound up, shall be reinstated with the same force and effect as if the articles of organization or authority to do business of the limited liability company had not been canceled or forfeited pursuant to K.S.A. 17-76,139(g), 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed by the limited liability company, any series thereof or by the members, managers, employees and agents of the limited liability company during the time when the articles of organization or authority to do business was canceled or forfeited pursuant to K.S.A. 17-76,139(g), 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto, with the same force and effect and to all intents and purposes as if the articles of organization or authority to do business of the limited liability company had remained in full force and effect. All real and personal property, and all rights and interests, that belonged to the limited liability company or any series thereof at the time the articles of organization or authority to do business of the limited liability company was canceled or forfeited pursuant to K.S.A. 17-76,139(g), 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto, or that were acquired by the limited liability company following the cancellation or forfeiture of its articles of organization or authority to do business pursuant to K.S.A. 17-76,139(g), 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto, and that were not disposed of prior to the time of the limited liability company reinstatement, shall be vested in the limited liability company or the applicable series after the reinstatement as fully as they were held by the limited liability company or the applicable series at, and after, as the case may be, the time that the articles of organization or authority to do business of the limited liability company was canceled or forfeited pursuant to K.S.A. 17-76,139(g), 17-7926(b), 17-7929(b) or 17-7934(f), and amendments thereto. After the reinstatement of the limited liability company, the limited liability company and any series thereof shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in the name of and on behalf of the limited liability company or such series by the members, managers, employees and agents prior to the reinstatement as if the articles of organization or authority to do business of the limited liability company had at all times remained in full force and effect.
History: L. 2014, ch. 40, § 65; L. 2015, ch. 65, § 12; L. 2019, ch. 47, § 41; L. 2021, ch. 61, § 24; L. 2025, ch. 95, § 19; July 1.
(a) A series whose certificate of designation has been canceled pursuant to K.S.A. 17-76,139, and amendments thereto, may be reinstated by filing in the office of the secretary of state a certificate of reinstatement accompanied by the payment of the fee required by K.S.A. 17-76,136(d), and amendments thereto, and payment of the business entity information report fee due under K.S.A. 17-76,139, and amendments thereto, for all past due reports for the immediately preceding 10 years, and payment to the secretary of state an amount equal to all fees and any penalties due. The certificate of reinstatement shall set forth:
(1) The name of the limited liability company at the time the certificate of designation was canceled and, if such name has changed, the name of the limited liability company at the time of reinstatement of the series;
(2) the name of the series at the time the certificate of designation was canceled and, if such name is not available at the time of reinstatement, the name under which the series is to be reinstated;
(3) a statement that the certificate of reinstatement is filed by one or more persons authorized to execute and file the certificate of reinstatement to reinstate the series; and
(4) any other matters the persons executing the certificate of reinstatement determine to include therein.
(b) The certificate of reinstatement shall be deemed to be an amendment to the certificate of designation, and no further actions shall be required to amend its certificate of designation under K.S.A. 17-76,143(d)(3), and amendments thereto, with respect to the matters set forth in the certificate of reinstatement.
(c) Upon the filing of a certificate of reinstatement, a series shall be reinstated with the same force and effect as if its certificate of designation had not been canceled pursuant to K.S.A. 17-76,139, and amendments thereto. Such reinstatement shall validate all contracts, acts, matters and things made, done and performed by the series, its members, managers, employees and agents during the time when its certificate of designation was canceled pursuant to K.S.A. 17-76,139, and amendments thereto, with the same force and effect and to all intents and purposes as if the certificate of designation had remained in full force and effect. All real and personal property, and all rights and interests, that belonged to the series at the time its certificate of designation was canceled pursuant to K.S.A. 17-76,139, and amendments thereto, or were acquired by the series following the cancellation of its certificate of designation pursuant to K.S.A. 17-76,139, and amendments thereto, and were not disposed of prior to the time of its reinstatement, shall be vested in the series after its reinstatement as fully as they were held by the series at, and after, as the case may be, the time its certificate of designation was canceled pursuant to K.S.A. 17-76,139, and amendments thereto. After its reinstatement, the series shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its members, managers, employees and agents prior to its reinstatement as if its certificate of designation had at all times remained in full force and effect.
History: L. 2019, ch. 47, § 4; L. 2021, ch. 61, § 25; January 1, 2023.
K.S.A. 17-76,148 through 17-76,155, and amendments thereto, apply to all statutory public benefit limited liability companies, as defined in K.S.A. 17-76,149, and amendments thereto. If a limited liability company is formed as or elects to become a statutory public benefit limited liability company in the manner prescribed in this section, such limited liability company shall be subject in all respects to the provisions of the Kansas revised limited liability company act, except to the extent that K.S.A. 17-76,148 through 17-76,155, and amendments thereto, impose additional or different requirements, such additional or different requirements shall apply, and notwithstanding K.S.A. 17-76,134, and amendments thereto, or any other provision of the Kansas revised limited liability company act, such additional or different requirements imposed by K.S.A. 17-76,148 through 17-76,155, and amendments thereto, may not be altered in the operating agreement. If a limited liability company is not formed as a statutory public benefit limited liability company, such limited liability company may become a statutory public benefit limited liability company in the manner specified in its operating agreement or by amending its operating agreement and articles of organization to comply with the requirements of K.S.A. 17-76,148 through 17-76,155, and amendments thereto.
History: L. 2019, ch. 47, § 5; L. 2025, ch. 95, § 20; July 1.
(a) A "statutory public benefit limited liability company" is a for-profit limited liability company formed under and subject to the requirements of the Kansas revised limited liability company act that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a statutory public benefit limited liability company shall be managed in a manner that balances the members' pecuniary interests, the best interests of those materially affected by the limited liability company's conduct and the public benefit or public benefits set forth in its operating agreement and in its articles of organization. A statutory public benefit limited liability company shall state in its operating agreement and in the heading of its articles of organization that it is a statutory public benefit limited liability company and shall set forth in its operating agreement and articles of organization one or more specific public benefits to be promoted by the limited liability company. In the event of any inconsistency between the public benefit or benefits to be promoted by the limited liability company as set forth in its operating agreement and in its articles of organization, the operating agreement shall control as among the members, the managers and other persons who are party to or otherwise bound by the operating agreement. A manager of a statutory public benefit limited liability company or, if there is no manager, then any member of a statutory public benefit limited liability company who becomes aware that the specific public benefit or benefits to be promoted by the limited liability company as set forth in its operating agreement are inaccurately set forth in its articles of organization, shall promptly amend the articles of organization. Any provision in the operating agreement or articles of organization of a statutory public benefit limited liability company that is inconsistent with K.S.A. 17-76,148 through 17-76,155, and amendments thereto, shall not be effective to the extent of such inconsistency.
(b) "Public benefit" means a positive effect, or reduction of negative effects, on one or more categories of persons, entities, communities or interests, other than members in their capacities as members, including, but not limited to, effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific or technological nature. "Public benefit provisions" means the provisions of the articles of organization, an operating agreement, or both, in either case as contemplated by K.S.A. 17-76,148 through 17-76,155, and amendments thereto.
(c) If the name of a statutory public benefit limited liability company does not contain the term "statutory public benefit limited liability company," or the abbreviation "S.P.B.L.L.C.," or the designation "SPBLLC," or words or abbreviations of like import in other languages if they are written in Roman characters or letters, the statutory public benefit limited liability company shall, prior to issuing any limited liability company interest, provide notice to any person to whom such limited liability company interest is issued that it is a statutory public benefit limited liability company. Such notice need not be provided if the issuance is pursuant to an offering registered under the securities act of 1933, 15 U.S.C. § 77r et seq., or if, at the time of issuance, the statutory public benefit limited liability company has a class of securities that is registered under the securities exchange act of 1934, 15 U.S.C. § 78a et seq.
History: L. 2019, ch. 47, § 6; L. 2025, ch. 95, § 21; July 1.
History:
L. 2019, ch. 47, § 7; Repealed, L. 2025, ch. 95, § 34; July 1.
History: 17-76,150.
(a) The members, managers or other persons with authority to manage or direct the business and affairs of a statutory public benefit limited liability company shall manage or direct the business and affairs of the statutory public benefit limited liability company in a manner that balances the pecuniary interests of the members, the best interests of those materially affected by the limited liability company's conduct, and the specific public benefit or public benefits set forth in its operating agreement and articles of organization. Unless otherwise provided in an operating agreement, a member, manager or other person with authority to manage or direct the business and affairs of the statutory public benefit limited liability company shall not have any liability for monetary damages for the failure to manage or direct the business and affairs of the statutory public benefit limited liability company as provided in this subsection.
(b) A member, manager or other person with authority to manage or direct the business and affairs of the statutory public benefit limited liability company shall not, by virtue of the public benefit provisions or K.S.A. 17-76,149(a), and amendments thereto, have any duty to any person on account of any interest of such person in the public benefit or public benefits set forth in its operating agreement and articles of organization or on account of any interest materially affected by the limited liability company's conduct and, with respect to a decision implicating the balance requirement in subsection (a), will be deemed to satisfy such person's fiduciary duties to members and the limited liability company if such person's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.
History: L. 2019, ch. 47, § 8; L. 2025, ch. 95, § 22; July 1.
(a) A statutory public benefit limited liability company, at least annually, shall provide its members with a statement as to the limited liability company's promotion of the public benefit or public benefits set forth in its operating agreement and articles of organization and as to the best interests of those materially affected by the limited liability company's conduct. The statement shall include:
(1) The objectives that have been established to promote such public benefit or public benefits and interests;
(2) the standards that have been adopted to measure the limited liability company's progress in promoting such public benefit or public benefits and interests;
(3) objective factual information based on those standards regarding the limited liability company's success in meeting the objectives for promoting such public benefit or public benefits and interests; and
(4) an assessment of the limited liability company's success in meeting the objectives and promoting such public benefit or public benefits and interests.
(b) A statutory public benefit limited liability company shall provide the statement in subsection (a) to its members at the time prescribed by K.S.A. 17-76,139, and amendments thereto, for the filing of the statutory public benefit limited liability company's annual report.
(c) The statement described in subsection (a) shall be based on a third-party standard. A "third-party standard" means a standard for defining, reporting and assessing promotion of the public benefit or public benefits identified in the statutory public benefit limited liability company's operating agreement or articles of organization that: (1) Is developed by a person or entity that is independent of the statutory public benefit limited liability company; and (2) is transparent because the following information about the standard is publicly available: (A) The factors considered when measuring the performance of a business; (B) the relative weightings of those factors; and (C) the identity of the persons who developed the standard and who control changes to the standard and the process by which those changes are made. For purposes of this section, the term "independent" means having no material relationship with the statutory public benefit limited liability company or any of its members, managers, affiliates or other persons with authority to manage or direct the business and affairs of the statutory public benefit limited liability company.
(d) A statutory public benefit limited liability company shall post its most recent statement described in subsection (a) on the public portion of its website, if any, concurrently with the delivery of such statement to its members under subsection (b). If a statutory public benefit limited liability company does not have a website, it shall provide a copy of such statement, without charge, to any person that requests a copy. Any compensation paid to any person and any other financial or proprietary information contained in the statement described in subsection (a) may be omitted from any statement that is publicly posted or provided to any person pursuant to this subsection, other than a statement provided to a member, manager or other person with authority to manage or direct the business and affairs of the statutory public benefit limited liability company.
(e) The articles of organization or the operating agreement of a statutory public benefit limited liability company may require that the statutory public benefit limited liability company obtain a periodic third-party certification addressing the statutory public benefit limited liability company's promotion of the public benefit or public benefits identified in the operating agreement or articles of organization or the best interests of those materially affected by the statutory public benefit limited liability company's conduct, or both.
History: L. 2019, ch. 47, § 9; L. 2025, ch. 95, § 23; July 1.
Members of a statutory public benefit limited liability company or assignees of limited liability company interests in a statutory public benefit limited liability company owning individually or collectively, as of the date of instituting such derivative suit, at least 2% of the then-current percentage or other interest in the profits of the limited liability company or, in the case of a limited liability company with limited liability company interests listed on a national securities exchange, the lesser of such percentage or limited liability company interests of at least $2,000,000 in market value, unless an operating agreement provides for a different percentage or other interest or market value, may maintain a derivative lawsuit to enforce the requirements set forth in K.S.A. 17-76,151(a), and amendments thereto.
History: L. 2019, ch. 47, § 10; July 1.
K.S.A. 17-76,148 through 17-76,155, and amendments thereto, shall not affect a statute or rule of law that is or would be applicable to any limited liability company that is formed under the Kansas revised limited liability company act but is not a statutory public benefit limited liability company.
History: L. 2019, ch. 47, § 11; July 1.
The provisions of K.S.A. 17-76,148 through 17-76,155, and amendments thereto, shall not be construed to limit the accomplishment by any other means permitted by law of the formation or operation of a limited liability company that is formed or operated for a public benefit, including a limited liability company that is designated as a public benefit limited liability company, that is not a statutory public benefit limited liability company.
History: L. 2019, ch. 47, § 12; July 1.
History: L. 1995, ch. 245, § 5; L. 1999, ch. 119, § 84; Repealed, L. 2009, ch. 47, § 51; July 1, 2010.
History: L. 1995, ch. 245, § 6; Repealed, L. 2009, ch. 47, § 51; July 1, 2010.
History: L. 1995, ch. 245, § 7; Repealed, L. 2009, ch. 47, § 51; July 1, 2010.
History: L. 1995, ch. 245, § 8; Repealed, L. 2009, ch. 47, § 51; July 1, 2010.
History: L. 1995, ch. 245, § 9; L. 1999, ch. 119, § 85; Repealed, L. 2009, ch. 47, § 51; July 1, 2010.
History: L. 1995, ch. 245, § 10; L. 1996, ch. 135, § 7; L. 1998, ch. 189, § 23; Repealed, L. 2009, ch. 47, § 51; July 1, 2010.
History: L. 1995, ch. 245, §§ 11–13; Repealed, L. 2009, ch. 47, § 51; July 1, 2010.
This act may be cited as the business entity transactions act.
History: L. 2009, ch. 47, § 1; July 1, 2010.
As used in this act:
(a) "Acquired entity" means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange.
(b) "Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.
(c) "Agreement" means a plan or agreement of merger, interest exchange, conversion or domestication.
(d) "Approve" means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law and other law to:
(1) Propose a transaction subject to this act;
(2) adopt and approve the terms and conditions of the transaction; and
(3) conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.
(e) "Conversion" means a transaction authorized by K.S.A. 17-78-401 through 17-78-406, and amendments thereto.
(f) "Converted entity" means the converting entity as it continues in existence after a conversion.
(g) "Converting entity" means the domestic entity that approves an agreement of conversion pursuant to K.S.A. 17-78-403, and amendments thereto, or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization.
(h) "Domestic entity" means an entity whose internal affairs are governed by the law of this state.
(i) "Domesticated entity" means the domesticating entity as it continues in existence after a domestication.
(j) "Domesticating entity" means the domestic entity that approves an agreement of domestication pursuant to K.S.A. 17-78-503, and amendments thereto, or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization.
(k) "Domestication" means a transaction authorized by K.S.A. 17-78-501 through 17-78-506, and amendments thereto.
(l) "Entity" means:
(1) A corporation;
(2) a general partnership, including a limited liability partnership;
(3) a limited partnership, including a limited liability limited partnership;
(4) a limited liability company;
(5) a business trust or statutory trust entity;
(6) a cooperative; or
(7) any other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than:
(A) An individual;
(B) a testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust;
(C) an association or relationship that is not a partnership solely by reason of K.S.A. 56a-202(c), and amendments thereto, or a similar provision of the law of any other jurisdiction;
(D) a decedent's estate; or
(E) a government, a governmental subdivision, agency or instrumentality or a quasi-governmental instrumentality.
(m) "Filing entity" means an entity that is created by the filing of a public organic document.
(n) "Foreign entity" means an entity whose internal affairs are governed by the laws of a jurisdiction other than this state.
(o) "Governance interest" means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee or proxy, to:
(1) Receive or demand access to information concerning, or the books and records of, the entity;
(2) vote for the election of the governors of the entity; or
(3) receive notice of or vote on any or all issues involving the internal affairs of the entity.
(p) "Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.
(q) "Interest" means:
(1) A governance interest in an unincorporated entity;
(2) a transferable interest in an unincorporated entity; or
(3) a share or membership in a corporation.
(r) "Interest exchange" means a transaction authorized by K.S.A. 17-78-301 through 17-78-306, and amendments thereto.
(s) "Interest holder" means a direct holder of an interest.
(t) "Interest holder liability" means:
(1) Personal liability for a liability of an entity that is imposed on a person:
(A) Solely by reason of the status of the person as an interest holder; or
(B) by the organic rules of the entity pursuant to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
(2) an obligation of an interest holder under the organic rules of an entity to contribute to the entity.
(u) "Jurisdiction of organization" of an entity means the jurisdiction whose law includes the organic law of the entity.
(v) "Liability" means a debt, obligation or any other liability arising in any manner, regardless of whether it is secured or whether it is contingent.
(w) "Merger" means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the secretary of state.
(x) "Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.
(y) "Organic law" means the statutes, if any, other than this act, governing the internal affairs of an entity.
(z) "Organic rules" means the public organic document and private organic rules of an entity.
(aa) "Person" means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government, or governmental subdivision, agency or instrumentality, or any other legal or commercial entity.
(bb) "Private organic rules" mean the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders and are not part of its public organic document, if any.
(cc) "Protected agreement" means:
(1) A record evidencing indebtedness and any related agreement in effect on the effective date of this act;
(2) an agreement that is binding on an entity on the effective date of this act;
(3) the organic rules of an entity in effect on the effective date of this act; or
(4) an agreement that is binding on any of the governors or interest holders of an entity on the effective date of this act.
(dd) "Public organic document" means the public record the filing of which creates an entity and any amendment to or restatement of that record.
(ee) "Qualified foreign entity" means a foreign entity that is authorized to transact business in this state pursuant to a filing with the secretary of state.
(ff) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(gg) "Sign" means, with present intent to authenticate or adopt a record:
(1) To execute or adopt a tangible symbol; or
(2) to attach to or logically associate with the record an electronic sound, symbol or process.
(hh) "Surviving entity" means the entity that continues in existence after or is created by a merger.
(ii) "Transferable interest" means the right under an entity's organic law to receive distributions from the entity.
(jj) "Type," with regard to an entity, means a generic form of entity:
(1) Recognized at common law; or
(2) organized or formed under an organic law, whether or not some entities organized or formed under that organic law are subject to provisions of that law that create different categories of the form of entity.
History: L. 2009, ch. 47, § 2; L. 2023, ch. 66, § 53; July 1.
(a) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act.
(b) This act does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this act.
(c) A transaction effected under this act may not create or impair any right or obligation on the part of a person under a provision of the law of this state other than this act relating to a change in control, takeover, business combination, control-share acquisition or similar transaction involving a domestic merging, acquired, converting or domesticating corporation unless:
(1) If the corporation does not survive the transaction, the transaction satisfies any requirements of the provision; or
(2) if the corporation survives the transaction, the approval of the agreement is by a vote of the shareholders or directors which would be sufficient to create or impair the right or obligation directly under the provision.
(d) Any entity subject to special regulation pursuant to chapter 66 of the Kansas Statutes Annotated shall be subject to the special provisions and requirements applicable to such entities including K.S.A. 66-127 and 66-136, and amendments thereto. Where the provisions of this act are not inconsistent, they shall be construed as supplemental to chapter 66 of the Kansas Statutes Annotated and not in derogation or limitation thereof.
History: L. 2009, ch. 47, § 3; July 1, 2010.
(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer in order to be a party to a merger shall give the notice or obtain the approval in order to be a party to an interest exchange, conversion or domestication.
(b) A domestic or foreign entity subject to chapter 66 of the Kansas Statutes Annotated shall obtain approval in accordance with the special requirements applicable thereto, including K.S.A. 66-127 and 66-136, and amendments thereto, prior to effecting a transaction under this act.
(c) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this act becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, or devised unless, to the extent required by or pursuant to the law of this state concerning cypres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the district court specifying the disposition of the property.
History: L. 2009, ch. 47, § 4; July 1, 2010.
A filing under this act signed by a domestic entity becomes part of the public organic document of the entity if the entity's organic law provides that similar filings under that law become part of the public organic document of the entity.
History: L. 2009, ch. 47, § 5; July 1, 2010.
The fact that a transaction under this act produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this act.
History: L. 2009, ch. 47, § 6; July 1, 2010.
An agreement may refer to facts ascertainable outside of the agreement if the manner in which the facts will operate upon the agreement is specified in the agreement. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
History: L. 2009, ch. 47, § 7; July 1, 2010.
Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this act by the unanimous vote or consent of its interest holders satisfies the requirements of this act for approval of the transaction.
History: L. 2009, ch. 47, § 8; July 1, 2010.
(a) An interest holder of a domestic merging, acquired, converting or domesticating entity is entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity's organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless:
(1) The organic law permits the organic rules to limit the availability of appraisal rights; and
(2) the organic rules provide such a limit.
(b) An interest holder of a domestic merging, acquired, converting or domesticating entity is entitled to contractual appraisal rights in connection with a transaction under this act to the extent provided:
(1) In the entity's organic rules;
(2) in the agreement; or
(3) in the case of a corporation, by action of its governors.
(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) and the entity's organic law does not provide procedures for the conduct of an appraisal rights proceeding, the general corporate code applies to the extent practicable or as otherwise provided in the entity's organic rules or the agreement.
History: L. 2009, ch. 47, § 9; July 1, 2010.
The following entities may not participate in a transaction under this act:
(a) Entities regulated under chapter 40 of the Kansas Statutes Annotated;
(b) banks and trust companies organized under chapter 9 of the Kansas Statutes Annotated; and
(c) credit unions organized under K.S.A. 17-2201 et seq., and amendments thereto.
History: L. 2009, ch. 47, § 10; L. 2025, ch. 10, § 3; July 1.
(a) Except as otherwise provided in this section, by complying with K.S.A. 17-78-201 through 17-78-206, and amendments thereto:
(1) One or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and
(2) two or more foreign entities may merge into a domestic entity.
(b) Except as otherwise provided in this section, by complying with the provisions of K.S.A. 17-78-201 through 17-78-206, and amendments thereto, applicable to foreign entities a foreign entity may be a party to a merger under K.S.A. 17-78-201 through 17-78-206, and amendments thereto, or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity's jurisdiction of organization.
(c) K.S.A. 17-78-201 through 17-78-206, and amendments thereto, do not apply to the following mergers:
(1) A merger between any two or more domestic corporations or one or more domestic corporations and one or more foreign corporations pursuant to K.S.A. 17-6701 et seq., and amendments thereto;
(2) a merger between any two or more partnerships pursuant to K.S.A. 56a-905, and amendments thereto; or
(3) a merger between any two or more domestic limited liability companies or one or more domestic limited liability companies and one or more foreign limited liability companies pursuant to K.S.A. 17-7681, and amendments thereto.
History: L. 2009, ch. 47, § 11; L. 2010, ch. 38, § 1; July 1.
(a) A domestic entity may become a party to a merger under K.S.A. 17-78-201 through 17-78-206, and amendments thereto, by approving an agreement of merger unless approval is not required under the circumstances stated in K.S.A. 17-78-203(c), and amendments thereto. The agreement shall be in a record and contain:
(1) As to each merging entity, its name, jurisdiction of organization and type;
(2) if the surviving entity is to be created in the merger, a statement to that effect and its name, jurisdiction of organization and type;
(3) the manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination thereof, except that if the circumstances stated in K.S.A. 17-78-203(c), and amendments thereto, apply and the merger entity does not own all of the interests of the domestic corporation or corporations, then an interest holder in a domestic corporation shall not become a general partner in a surviving entity that is a partnership, other than a limited liability partnership;
(4) if the surviving entity exists before the merger, any proposed amendments to its public organic document or to its private organic rules, which may amend and restate its public organic document or its private organic rules or both, that are, or are proposed to be, in a record;
(5) if the surviving entity is to be created in the merger, its proposed public organic document, if any, and the full text of its private organic rules that are proposed to be in a record;
(6) the other terms and conditions of the merger; and
(7) any other provision required by the law of a merging entity's jurisdiction of organization or the organic rules of a merging entity.
(b) An agreement of merger shall be signed on behalf of each merging entity, except under the circumstances stated in K.S.A. 17-78-203(c), and amendments thereto, in which case the agreement of merger shall only be signed on behalf of the merging entity that owns at least 90% of the interests of a domestic corporation or corporations.
(c) An agreement of merger may contain any other provision not prohibited by law.
History: L. 2009, ch. 47, § 12; L. 2023, ch. 66, § 54; July 1.
(a) Except as provided in subsection (c), an agreement of merger is not effective unless it has been approved:
(1) By a domestic merging entity:
(A) In accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a corporation, a merger; or
(ii) in the case of a corporation, a merger requiring approval by a vote of the interest holders of the corporation; or
(B) if neither its organic law nor organic rules provide for approval of a merger described in subparagraph (A), by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic merging entity that will have interest holder liability for liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a corporation:
(A) The organic rules of the entity provide in a record for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A merger involving a foreign merging entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
(c) If a merging entity owns at least 90% of the interests of a domestic corporation or corporations, other than a domestic corporation that has in its articles of incorporation the provisions required by K.S.A. 17-6701(g)(7)(B), and amendments thereto, of which there are interests that, absent this subsection would be entitled to approve an agreement of merger, an agreement of merger is effective if such merging entity has approved the agreement of merger as provided in subsection (a) or (b) and the approval of such domestic corporation or corporations is not required.
History: L. 2009, ch. 47, § 13; L. 2023, ch. 66, § 55; July 1.
(a) An agreement of merger of a domestic merging entity may be amended:
(1) In the same manner as the agreement was approved, if the agreement does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner provided in the agreement, but an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the agreement that will change:
(A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, to be received by the interest holders of any party to the agreement;
(B) the public organic document or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
(C) any other terms or conditions of the agreement, if the change would adversely affect the interest holder in any material respect.
(b) After an agreement of merger has been approved by a domestic merging entity and before a certificate of merger becomes effective, the agreement may be terminated:
(1) As provided in the agreement; or
(2) unless prohibited by the agreement, in the same manner as the agreement was approved.
(c) If an agreement of merger is terminated after a certificate of merger has been filed with the secretary of state and before the filing becomes effective, a certificate of termination, signed on behalf of a merging entity, shall be filed with the secretary of state before the time the certificate of merger becomes effective. The certificate of termination takes effect upon filing, and the merger is terminated and does not become effective. The certificate of termination shall contain:
(1) The name of each merging or surviving entity that is a domestic entity or a qualified foreign entity;
(2) the date on which the certificate of merger was filed; and
(3) a statement that the merger has been terminated in accordance with this section.
History: L. 2009, ch. 47, § 14; July 1, 2010.
(a) A certificate of merger shall be signed on behalf of the surviving entity and filed with the secretary of state.
(b) A certificate of merger shall contain:
(1) The name, jurisdiction of organization and type of each merging entity that is not the surviving entity;
(2) the name, jurisdiction of organization and type of the surviving entity;
(3) if the certificate of merger is not to be effective upon filing, the later date and time when it will become effective, which shall not be more than 90 days after the date of filing;
(4) a statement that the merger will be approved by each domestic merging entity, if any, in accordance with K.S.A. 17-78-201 through 17-78-206, and amendments thereto, prior to the time that the certificate of merger becomes effective or if not required to be approved under the circumstances stated in K.S.A. 17-78-203(c), and amendments thereto, a statement that the circumstances stated in K.S.A. 17-78-203(c), and amendments thereto, apply, and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of organization;
(5) if the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic document approved as part of the agreement of merger, which may amend and restate its public organic document;
(6) if the surviving entity is created by the merger and is a domestic filing entity, its public organic document, as an attachment;
(7) if the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment; and
(8) if the surviving entity is a foreign entity that is not a qualified foreign entity, a postal address to which the secretary of state may send any process served on the secretary of state pursuant to K.S.A. 17-78-206(e), and amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate of merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its name and any attached public organic document shall satisfy the requirements of the law of this state, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document. If the surviving entity is a qualified foreign entity, its name shall satisfy the requirements of the law of this state.
(e) An agreement of merger that is signed on behalf of all of the merging entities, or under the circumstances stated in K.S.A. 17-78-203(c), and amendments thereto, only signed on behalf of the merging entity that owns at least 90% of the interest of a domestic corporation or corporations, and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of merger and upon filing has the same effect. If an agreement of merger is filed as provided in this subsection, references in this act to a certificate of merger refer to the agreement of merger filed under this subsection.
(f) A certificate of merger becomes effective upon the date and time of filing or the later date and time specified in the certificate of merger.
History: L. 2009, ch. 47, § 15; L. 2023, ch. 66, § 56; L. 2025, ch. 95, § 24; July 1.
(a) When a merger becomes effective:
(1) The surviving entity continues or comes into existence;
(2) each merging entity that is not the surviving entity ceases to exist;
(3) all property of each merging entity vests in the surviving entity without assignment, reversion or impairment;
(4) all liabilities of each merging entity are liabilities of the surviving entity;
(5) except as otherwise provided by law other than this act or the agreement of merger, all of the rights, privileges, immunities, powers and purposes of each merging entity vest in the surviving entity;
(6) if the surviving entity exists before the merger:
(A) All of its property continues to be vested in it without reversion or impairment;
(B) it remains subject to all of its liabilities; and
(C) all of its rights, privileges, immunities, powers and purposes continue to be vested in it;
(7) the name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;
(8) if the surviving entity exists before the merger:
(A) Its public organic document, if any, is amended, and such amendment may amend and restate the public organic document entirely, as provided in the certificate of merger and is binding on its interest holders; and
(B) its private organic rules that are to be in a record, if any, are amended to the extent provided in the agreement of merger and are binding on and enforceable by:
(i) Its interest holders; and
(ii) in the case of a surviving entity that is not a corporation, any other person that is a party to an agreement that is part of the surviving entity's private organic rules;
(9) if the surviving entity is created by the merger:
(A) Its public organic document, if any, is effective and is binding on its interest holders; and
(B) its private organic rules are effective and are binding on and enforceable by:
(i) Its interest holders; and
(ii) in the case of a surviving entity that is not a corporation, any other person that was a party to an agreement that was part of the organic rules of a merging entity if that person has agreed to be a party to an agreement that is part of the surviving entity's private organic rules; and
(10) the interests in each merging entity that are to be converted in the merger are converted and the interest holders of those interests are entitled only to the rights provided to them under the agreement of merger and to any appraisal rights they have under K.S.A. 17-78-109, and amendments thereto, and the merging entity's organic law.
(b) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the merging entity.
(c) When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and that becomes subject to interest holder liability with respect to a domestic entity as a result of a merger has interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the merger becomes effective.
(d) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which the person had interest holder liability is as follows:
(1) The merger does not discharge any interest holder liability under the organic law of the domestic merging entity to the extent the interest holder liability arose before the merger became effective;
(2) the person does not have interest holder liability under the organic law of the domestic merging entity for any liability that arises after the merger becomes effective;
(3) the organic law of the domestic merging entity continues to apply to the release, collection or discharge of any interest holder liability preserved under paragraph (1) as if the merger had not occurred and the surviving entity were the domestic merging entity; and
(4) the person has whatever rights of contribution from any other person as are provided by the organic law or organic rules of the domestic merging entity with respect to any interest holder liability preserved under paragraph (1) as if the merger had not occurred.
(e) When a merger becomes effective, a foreign entity that is the surviving entity:
(1) May be served with process in this state for the collection and enforcement of any liabilities of a domestic merging entity; and
(2) irrevocably appoints the secretary of state as its agent to accept service of process in any such suit or other proceeding. Service of process shall be made on the foreign entity pursuant to K.S.A. 60-304, and amendments thereto.
(f) When a merger becomes effective, the certificate of authority or other foreign qualification of any foreign merging entity that is not the surviving entity is canceled.
History: L. 2009, ch. 47, § 16; L. 2025, ch. 95, § 25; July 1.
(a) Except as otherwise provided in this section, by complying with K.S.A. 17-78-301 through 17-78-306, and amendments thereto:
(1) A domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing; or
(2) all of one or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing.
(b) Except as otherwise provided in this section, by complying with the provisions of K.S.A. 17-78-301 through 17-78-306, and amendments thereto, applicable to foreign entities a foreign entity may be the acquiring or acquired entity in an interest exchange under K.S.A. 17-78-301 through 17-78-306, and amendments thereto, if the interest exchange is authorized by the law of the foreign entity's jurisdiction of organization.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the provision is amended after the effective date of this act.
History: L. 2009, ch. 47, § 17; July 1, 2010.
(a) A domestic entity may be the acquired entity in an interest exchange under K.S.A. 17-78-301 through 17-78-306, and amendments thereto, by approving an agreement of interest exchange. The agreement shall be in a record and contain:
(1) The name and type of the acquired entity;
(2) the name, jurisdiction of organization and type of the acquiring entity;
(3) the manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property or any combination thereof;
(4) any proposed amendments to the public organic document or private organic rules, which may amend and restate its public organic document or its private organic rules or both, that are, or are proposed to be, in a record of the acquired entity;
(5) the other terms and conditions of the interest exchange; and
(6) any other provision required by the law of this state or the organic rules of the acquired entity.
(b) An agreement of interest exchange may contain any other provision not prohibited by law.
History: L. 2009, ch. 47, § 18; L. 2023, ch. 66, § 57; July 1.
(a) An agreement of interest exchange is not effective unless it has been approved:
(1) By a domestic acquired entity:
(A) In accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange;
(B) except as otherwise provided in subsection (d), if neither its organic law nor organic rules provide for approval of an interest exchange, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a corporation, a merger, as if the interest exchange were a merger; or
(ii) in the case of a corporation, a merger requiring approval by a vote of the interest holders of the corporation, as if the interest exchange were that type of merger; or
(C) if neither its organic law nor organic rules provide for approval of an interest exchange or a merger described in subparagraph (B), by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic acquired entity that will have interest holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a corporation:
(A) The organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
(c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
(d) A provision of the organic law of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under subsection (a)(1)(B).
History: L. 2009, ch. 47, § 19; July 1, 2010.
(a) An agreement of interest exchange of a domestic acquired entity may be amended:
(1) In the same manner as the agreement was approved, if the agreement does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner provided in the agreement, but an interest holder that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the agreement that will change:
(A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, to be received by any of the interest holders of the acquired entity under the agreement;
(B) the public organic document or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or
(C) any other terms or conditions of the agreement, if the change would adversely affect the interest holder in any material respect.
(b) After an agreement of interest exchange has been approved by a domestic acquired entity and before a certificate of interest exchange becomes effective, the agreement may be terminated:
(1) As provided in the agreement; or
(2) unless prohibited by the agreement, in the same manner as the agreement was approved.
(c) If an agreement of interest exchange is terminated after a certificate of interest exchange has been filed with the secretary of state and before the filing becomes effective, a certificate of termination, signed on behalf of the acquired entity, shall be filed with the secretary of state before the time the certificate of interest exchange becomes effective. The certificate of termination takes effect upon filing and the interest exchange is terminated and does not become effective. The certificate of termination must contain:
(1) The name of the acquired entity;
(2) the date on which the certificate of interest exchange was filed; and
(3) a statement that the interest exchange has been terminated in accordance with this section.
History: L. 2009, ch. 47, § 20; July 1, 2010.
(a) A certificate of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the secretary of state.
(b) A certificate of interest exchange must contain:
(1) The name and type of the acquired entity;
(2) the name, jurisdiction of organization and type of the acquiring entity;
(3) if the certificate of interest exchange is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
(4) a statement that the agreement of interest exchange will be approved by the acquired entity in accordance with K.S.A. 17-78-301 through 17-78-306, and amendments thereto, prior to the time that the certificate of interest exchange becomes effective; and
(5) any amendments to the acquired entity's public organic document approved as part of the agreement of interest exchange.
(c) In addition to the requirements of subsection (b), a certificate of interest exchange may contain any other provision not prohibited by law.
(d) An agreement of interest exchange that is signed on behalf of a domestic acquired entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of interest exchange and upon filing has the same effect. If an agreement of interest exchange is filed as provided in this subsection, references in this act to a certificate of interest exchange refer to the agreement of interest exchange filed under this subsection.
(e) A certificate of interest exchange becomes effective upon the date and time of filing or the later date and time specified in the certificate of interest exchange.
History: L. 2009, ch. 47, § 21; L. 2025, ch. 95, § 26; July 1.
(a) When an interest exchange becomes effective:
(1) The interests in the acquired entity that are the subject of the interest exchange cease to exist or are converted or exchanged and the interest holders of those interests are entitled only to the rights provided to them under the agreement of interest exchange and to any appraisal rights they have under K.S.A. 17-78-109, and amendments thereto, and the acquired entity's organic law;
(2) the acquiring entity becomes the interest holder of the interests in the acquired entity stated in the agreement of interest exchange to be acquired by the acquiring entity;
(3) the public organic document, if any, of the acquired entity is amended, and such amendment may amend and restate the public organic document in its entirety, as provided in the certificate of interest exchange and is binding on its interest holders; and
(4) the private organic rules of the acquired entity that are to be in a record, if any, are amended to the extent provided in the agreement of interest exchange and are binding on and enforceable by:
(A) Its interest holders; and
(B) in the case of an acquired entity that is not a corporation, any other person that is a party to an agreement that is part of the acquired entity's private organic rules.
(b) Except as otherwise provided in the organic law or organic rules of the acquired entity, the interest exchange does not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the acquired entity.
(c) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to the acquired entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange has interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the interest exchange becomes effective.
(d) When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which the person had interest holder liability is as follows:
(1) The interest exchange does not discharge any interest holder liability under the organic law of the domestic acquired entity to the extent the interest holder liability arose before the interest exchange became effective;
(2) the person does not have interest holder liability under the organic law of the domestic acquired entity for any liability that arises after the interest exchange becomes effective;
(3) the organic law of the domestic acquired entity continues to apply to the release, collection or discharge of any interest holder liability preserved under paragraph (1) as if the interest exchange had not occurred; and
(4) the person has whatever rights of contribution from any other person as are provided by the organic law or organic rules of the domestic acquired entity with respect to any interest holder liability preserved under paragraph (1) as if the interest exchange had not occurred.
History: L. 2009, ch. 47, § 22; L. 2025, ch. 95, § 27; July 1.
(a) Except as otherwise provided in this section, by complying with K.S.A. 17-78-401 through 17-78-406, and amendments thereto, a domestic entity may become:
(1) A domestic entity of a different type; or
(2) a foreign entity of a different type, if the conversion is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of K.S.A. 17-78-401 through 17-78-406, and amendments thereto, applicable to foreign entities a foreign entity may become a domestic entity of a different type if the conversion is authorized by the law of the foreign entity's jurisdiction of organization.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after the effective date of this act.
History: L. 2009, ch. 47, § 23; July 1, 2010.
(a) A domestic entity may convert to a different type of entity under K.S.A. 17-78-401 through 17-78-406, and amendments thereto, by approving an agreement of conversion. The agreement shall be in a record and contain:
(1) The name and type of the converting entity;
(2) the name, jurisdiction of organization and type of the converted entity;
(3) the manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property or any combination of the foregoing;
(4) the proposed public organic document of the converted entity if it will be a filing entity;
(5) the full text of the private organic rules of the converted entity that are proposed to be in a record;
(6) the other terms and conditions of the conversion; and
(7) any other provision required by the law of this state or the organic rules of the converting entity.
(b) An agreement of conversion may contain any other provision not prohibited by law.
History: L. 2009, ch. 47, § 24; July 1, 2010.
(a) An agreement of conversion is not effective unless it has been approved:
(1) By a domestic converting entity:
(A) In accordance with the requirements, if any, in its organic rules for approval of a conversion;
(B) if its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a corporation, a merger, as if the conversion were a merger; or
(ii) in the case of a corporation, a merger requiring approval by a vote of the interest holders of the corporation, as if the conversion were that type of merger; or
(C) if neither its organic law nor organic rules provide for approval of a conversion or a merger described in subparagraph (B), by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic converting entity that will have interest holder liability for liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a corporation:
(A) The organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
History: L. 2009, ch. 47, § 25; July 1, 2010.
(a) An agreement of conversion of a domestic converting entity may be amended:
(1) In the same manner as the agreement was approved, if the agreement does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner provided in the agreement, but an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the agreement that will change:
(A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash or other property, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the agreement;
(B) the public organic document or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
(C) any other terms or conditions of the agreement, if the change would adversely affect the interest holder in any material respect.
(b) After an agreement of conversion has been approved by a domestic converting entity and before a certificate of conversion becomes effective, the agreement may be terminated:
(1) As provided in the agreement; or
(2) unless prohibited by the agreement, in the same manner as the agreement was approved.
(c) If an agreement of conversion is terminated after a certificate of conversion has been filed with the secretary of state and before the filing becomes effective, a certificate of termination, signed on behalf of the entity, shall be filed with the secretary of state before the time the certificate of conversion becomes effective. The certificate of termination takes effect upon filing and the conversion is terminated and does not become effective. The certificate of termination shall contain:
(1) The name of the converting entity;
(2) the date on which the certificate of conversion was filed; and
(3) a statement that the conversion has been terminated in accordance with this section.
History: L. 2009, ch. 47, § 26; July 1, 2010.
(a) A certificate of conversion shall be signed on behalf of the converting entity and filed with the secretary of state.
(b) A certificate of conversion shall contain:
(1) The name, jurisdiction of organization and type of the converting entity;
(2) the name, jurisdiction of organization and type of the converted entity;
(3) if the certificate of conversion is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
(4) if the converting entity is a domestic entity, a statement that the agreement of conversion will be approved in accordance with K.S.A. 17-78-401 through 17-78-406, and amendments thereto, prior to the time that the certificate of conversion becomes effective or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of organization;
(5) if the converted entity is a domestic filing entity, the text of its public organic document, as an attachment;
(6) if the converted entity is a domestic limited liability partnership, the text of its statement of qualification, as an attachment; and
(7) if the converted entity is a foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state pursuant to subsection (e) of K.S.A. 17-78-406, and amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its name and public organic document, if any, shall satisfy the requirements of the law of this state, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.
(e) An agreement of conversion that is signed on behalf of a domestic converting entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of conversion and upon filing has the same effect. If an agreement of conversion is filed as provided in this subsection, references in this act to a certificate of conversion refer to the agreement of conversion filed under this subsection.
(f) A certificate of conversion becomes effective upon the date and time of filing or the later date and time specified in the certificate of conversion.
History: L. 2009, ch. 47, § 27; L. 2025, ch. 95, § 28; July 1.
(a) When a conversion becomes effective:
(1) The converted entity is:
(A) Organized under and subject to the organic law of the converted entity; and
(B) the same entity without interruption as the converting entity;
(2) all property of the converting entity continues to be vested in the converted entity without assignment, reversion or impairment;
(3) all liabilities of the converting entity continue as liabilities of the converted entity;
(4) except as provided by law other than this act or the agreement of conversion, all of the rights, privileges, immunities, powers and purposes of the converting entity remain in the converted entity;
(5) the name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;
(6) if a converted entity is a filing entity, its public organic document is effective and is binding on its interest holders;
(7) if the converted entity is a limited liability partnership, its statement of qualification is effective simultaneously;
(8) the private organic rules of the converted entity that are to be in a record, if any, approved as part of the agreement of conversion are effective and are binding on and enforceable by:
(A) Its interest holders; and
(B) in the case of a converted entity that is not a corporation, any other person that is a party to an agreement that is part of the entity's private organic rules; and
(9) the interests in the converting entity are converted and the interest holders of the converting entity are entitled only to the rights provided to them under the agreement of conversion and to any appraisal rights they have under K.S.A. 17-78-109, and amendments thereto, and the converting entity's organic law.
(b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion does not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the converting entity.
(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the conversion becomes effective.
(d) When a conversion becomes effective:
(1) The conversion does not discharge any interest holder liability under the organic law of a domestic converting entity to the extent the interest holder liability arose before the conversion became effective;
(2) a person does not have interest holder liability under the organic law of a domestic converting entity for any liability that arises after the conversion becomes effective;
(3) the organic law of a domestic converting entity continues to apply to the release, collection or discharge of any interest holder liability preserved under paragraph (1) as if the conversion had not occurred and the surviving converted entity were the domestic converting entity; and
(4) a person has whatever rights of contribution from any other person as are provided by the organic law or organic rules of the domestic converting entity with respect to any interest holder liability preserved under paragraph (1) as if the conversion had not occurred.
(e) When a conversion becomes effective, a foreign entity that is the converted entity:
(1) May be served with process in this state for the collection and enforcement of any of its liabilities; and
(2) irrevocably appoints the secretary of state as its agent to accept service of process in any such suit or other proceeding. Service of process shall be made on the foreign entity pursuant to K.S.A. 60-304, and amendments thereto.
(f) If the converting entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the converting entity is canceled when the conversion becomes effective.
(g) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
History: L. 2009, ch. 47, § 28; July 1, 2010.
(a) Except as otherwise provided in this section, by complying with K.S.A. 17-78-501 through 17-78-506, and amendments thereto, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of K.S.A. 17-78-501 through 17-78-506, and amendments thereto, applicable to foreign entities a foreign entity may become a domestic entity of the same type in this state if the domestication is authorized by the law of the foreign entity's jurisdiction of organization.
(c) When the term domestic entity is used in K.S.A. 17-78-501 through 17-78-506, and amendments thereto, with reference to a foreign jurisdiction, it means an entity whose internal affairs are governed by the law of the foreign jurisdiction.
(d) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision applies to a domestication of the entity as if the domestication were a merger until the provision is amended after the effective date of this act.
History: L. 2009, ch. 47, § 29; July 1, 2010.
(a) A domestic entity may become a foreign entity in a domestication by approving an agreement of domestication. The agreement shall be in a record and contain:
(1) The name and type of the domesticating entity;
(2) the name and jurisdiction of organization of the domesticated entity;
(3) the manner of converting the interests in the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing;
(4) the proposed public organic document of the domesticated entity if it is a filing entity;
(5) the full text of the private organic rules of the domesticated entity that are proposed to be in a record;
(6) the other terms and conditions of the domestication; and
(7) any other provision required by the law of this state or the organic rules of the domesticating entity.
(b) An agreement of domestication may contain any other provision not prohibited by law.
History: L. 2009, ch. 47, § 30; July 1, 2010.
(a) An agreement of domestication is not effective unless it has been approved:
(1) By a domestic domesticating entity:
(A) In accordance with the requirements, if any, in its organic rules for approval of a domestication;
(B) if its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a corporation, a merger, as if the domestication were a merger; or
(ii) in the case of a corporation, a merger requiring approval by a vote of the interest holders of the corporation, as if the domestication were that type of merger; or
(C) if neither its organic law nor organic rules provide for approval of a domestication or a merger described in subparagraph (B), by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic domesticating entity that will have interest holder liability for liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a corporation:
(A) The organic rules of the entity in a record provide for the approval of a domestication or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A domestication of a foreign domesticating entity is not effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of organization.
History: L. 2009, ch. 47, § 31; July 1, 2010.
(a) An agreement of domestication of a domestic domesticating entity may be amended:
(1) In the same manner as the agreement was approved, if the agreement does not provide for the manner in which it may be amended; or
(2) by the governors or interest holders of the entity in the manner provided in the agreement, but an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the agreement that will change:
(A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash or other property, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the agreement;
(B) the public organic document or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or
(C) any other terms or conditions of the agreement, if the change would adversely affect the interest holder in any material respect.
(b) After an agreement of domestication has been approved by a domestic domesticating entity and before a certificate of domestication becomes effective, the agreement may be terminated:
(1) As provided in the agreement; or
(2) unless prohibited by the agreement, in the same manner as the agreement was approved.
(c) If an agreement of domestication is terminated after a certificate of domestication has been filed with the secretary of state and before the filing becomes effective, a certificate of termination, signed on behalf of the entity, shall be filed with the secretary of state before the time the certificate of domestication becomes effective. The certificate of termination takes effect upon filing and the domestication is terminated and does not become effective. The certificate of termination shall contain:
(1) The name of the domesticating entity;
(2) the date on which the certificate of domestication was filed; and
(3) a statement that the domestication has been terminated in accordance with this section.
History: L. 2009, ch. 47, § 32; July 1, 2010.
(a) A certificate of domestication shall be signed on behalf of the domesticating entity and filed with the secretary of state.
(b) A certificate of domestication shall contain:
(1) The name, jurisdiction of organization and type of the domesticating entity;
(2) the name and jurisdiction of organization of the domesticated entity;
(3) if the certificate of domestication is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
(4) if the domesticating entity is a domestic entity, a statement that the agreement of domestication will be approved in accordance with K.S.A. 17-78-501 through 17-78-506, and amendments thereto, prior to the time that the certificate of domestication becomes effective or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of organization;
(5) if the domesticated entity is a domestic filing entity, its public organic document, as an attachment;
(6) if the domesticated entity is a domestic limited liability partnership, its statement of qualification, as an attachment; and
(7) if the domesticated entity is a foreign entity, a mailing address to which the secretary of state may send any process served on the secretary of state pursuant to subsection (e) of K.S.A. 17-78-506, and amendments thereto.
(c) In addition to the requirements of subsection (b), a certificate of domestication may contain any other provision not prohibited by law.
(d) If the domesticated entity is a domestic entity, its name and public organic document, if any, must satisfy the requirements of the law of this state, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.
(e) An agreement of domestication that is signed on behalf of a domesticating domestic entity and meets all of the requirements of subsection (b) may be filed with the secretary of state instead of a certificate of domestication and upon filing has the same effect. If an agreement of domestication is filed as provided in this subsection, references in this act to a certificate of domestication refer to the agreement of domestication filed under this subsection.
(f) A certificate of domestication becomes effective upon the date and time of filing or the later date and time specified in the certificate of domestication.
History: L. 2009, ch. 47, § 33; L. 2025, ch. 95, § 29; July 1.
(a) When a domestication becomes effective:
(1) The domesticated entity is:
(A) Organized under and subject to the organic law of the domesticated entity; and
(B) the same entity without interruption as the domesticating entity;
(2) all property of the domesticating entity continues to be vested in the domesticated entity without assignment, reversion or impairment;
(3) all liabilities of the domesticating entity continue as liabilities of the domesticated entity;
(4) except as provided by law other than this act or the agreement of domestication, all of the rights, privileges, immunities, powers and purposes of the domesticating entity remain in the domesticated entity;
(5) the name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding;
(6) if the domesticated entity is a filing entity, its public organic document is effective and is binding on its interest holders;
(7) if the domesticated entity is a limited liability partnership, its statement of qualification is effective simultaneously;
(8) the private organic rules of the domesticated entity that are to be in a record, if any, approved as part of the agreement of domestication are effective and are binding on and enforceable by:
(A) Its interest holders; and
(B) in the case of a domesticated entity that is not a corporation, any other person that is a party to an agreement that is part of the domesticated entity's private organic rules; and
(9) the interests in the domesticating entity are converted to the extent and as approved in connection with the domestication and the interest holders of the domesticating entity are entitled only to the rights provided to them under the agreement of domestication and to any appraisal rights they have under K.S.A. 17-78-109, and amendments thereto, and the domesticating entity's organic law.
(b) Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication does not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the domesticating entity.
(c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication has interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the domestication becomes effective.
(d) When a domestication becomes effective:
(1) The domestication does not discharge any interest holder liability under the organic law of a domesticating domestic entity to the extent the interest holder liability arose before the domestication became effective;
(2) a person does not have interest holder liability under the organic law of a domestic domesticating entity for any liability that arises after the domestication becomes effective;
(3) the organic law of a domestic domesticating entity continues to apply to the release, collection or discharge of any interest holder liability preserved under paragraph (1) as if the domestication had not occurred and the domesticated entity were the domestic domesticating entity; and
(4) a person has whatever rights of contribution from any other person as are provided by the organic law or organic rules of a domestic domesticating entity with respect to any interest holder liability preserved under paragraph (1) as if the domestication had not occurred.
(e) When a domestication becomes effective, a domesticated entity that is a foreign entity:
(1) May be served with process in this state for the collection and enforcement of any of its liabilities; and
(2) irrevocably appoints the secretary of state as its agent to accept service of process in any such suit or other proceeding. Service of process shall be made on the foreign entity pursuant to K.S.A. 60-304, and amendments thereto.
(f) If the domesticating entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the domesticating entity is canceled when the domestication becomes effective.
(g) A domestication does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
History: L. 2009, ch. 47, § 34; July 1, 2010.
(a) When any provision of this act requires any instrument to be filed with the secretary of state, such instrument shall be filed in accordance with this section:
(1) The document shall contain the information required by this act;
(2) the document shall be in a record;
(3) the document shall be in the English language, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals;
(4) the document shall be signed:
(A) By an officer of a domestic or foreign corporation;
(B) by a person authorized by a domestic or foreign entity that is not a corporation; or
(C) if the entity is in the hands of a receiver, trustee or other court-appointed fiduciary, by that person;
(5) the instrument shall state the name and capacity of the person that signed it;
(6) any signature on instruments authorized to be filed with the secretary of state under this act may be a facsimile, an electronic signature, a conformed signature or an electronically transmitted signature. The execution of any instrument required to be filed with the secretary of state shall constitute an oath or affirmation, under the penalties of perjury, that the facts stated in the instrument are true; and
(7) the instrument shall be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state.
(b) When a document is delivered to the office of the secretary of state for filing, the correct filing fee and any tax, fee or penalty required to be paid by this act or other law shall be paid. The secretary of state shall establish by rule and regulation the filing fees for instruments filed pursuant to this act.
(c) Upon delivery of the instrument and upon tender of the required fees and any taxes:
(1) 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 record the endorsed instrument in an electronic medium; and
(2) the secretary of state shall return a certified copy of the recorded instrument.
(d) Any instrument filed in accordance with this section shall be effective upon its filing date unless a later effective date, not to exceed 90 days from the date of filing, was specified in the instrument.
(e) If any instrument authorized to be filed with the secretary of state is filed and is inaccurately, defectively or erroneously executed or otherwise defective in any respect, the secretary of state shall not be liable to any person for the preclearance for filing, the acceptance for filing or the filing and indexing such instrument.
(f) Whenever a provision of this act permits any of the terms of an agreement or a filed document to be dependent on facts objectively ascertainable outside the agreement or filed document, the following rules apply:
(1) The manner in which the facts will operate upon the terms of the agreement or filed document must be set forth in the agreement or filed document;
(2) the facts may include, but are not limited to:
(A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically, statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates or similar economic or financial data;
(B) a determination or action by any person or body, including the entity or any other party to an agreement or filed document; or
(C) the terms of, or actions taken under, an agreement to which the entity is a party or any other agreement or document;
(3) in this subsection, "filed document" means a document filed with the secretary of state under this act. The following provisions of an agreement or filed document may not be made dependent on facts outside the agreement or filed document:
(A) The name and address of any person required in a filed document;
(B) the registered office of any entity required in a filed document;
(C) the resident agent of any entity required in a filed document;
(D) the number of authorized shares and designation of each class or series of shares of a corporation;
(E) the effective date of a filed document; and
(F) any required statement in a filed document of the manner in which that approval was given;
(4) if a provision of a filed document is made dependent on a fact ascertainable outside of the filed document and that fact is not ascertainable by reference to a source described in subsection (c)(2)(A)* or a document that is a matter of public record, or if the affected interest holders have not received notice of the fact from the entity, the entity shall file with the secretary of state a certificate of amendment setting forth the fact promptly after the fact referred to is first ascertainable or thereafter changes.
History: L. 2009, ch. 47, § 35; L. 2021, ch. 61, § 26; July 1.
The secretary of state may prescribe and furnish on request forms for documents required or permitted to be filed by this act but their use is not mandatory.
History: L. 2009, ch. 47, § 36; July 1, 2010.
(a) A domestic or foreign entity may correct an instrument filed with the secretary of state if:
(1) The document contains an inaccuracy; or
(2) the document was defectively signed.
(b) An instrument is corrected by filing with the secretary of state a certificate of correction that:
(1) Describes the instrument to be corrected and states its filing date or has attached a copy of the instrument;
(2) specifies the inaccuracy or defect to be corrected; and
(3) corrects the inaccuracy or defect.
(c) In lieu of filing a certificate of correction, the instrument may be corrected by filing with the secretary of state a corrected instrument. The corrected instrument shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected, and shall set forth the entire instrument in corrected form.
(d) A correction is effective on the effective date of the instrument it corrects except as to persons relying on the uncorrected instrument and adversely affected by the correction. As to those persons, the correction is effective when filed.
History: L. 2009, ch. 47, § 37; July 1, 2010.
A certified copy of the instrument from the secretary of state conclusively establishes that the original instrument is on file with the secretary of state.
History: L. 2009, ch. 47, § 38; July 1, 2010.
In applying and construing this act, consideration must be given to the need to promote consistency of the law with respect to its subject matter among states that enact it.
History: L. 2009, ch. 47, § 39; July 1, 2010.
In the event that any provision of article 78 of chapter 17 of the Kansas Statutes Annotated, and amendments thereto, is deemed to modify, limit or supersede the federal electronic signatures in global and national commerce act 15, U.S.C. § 7001 et seq., the provisions of this article shall control to the fullest extent permitted by 15 U.S.C. § 7002(a)(2).
History: L. 2009, ch. 47, § 40; L. 2023, ch. 66, § 58; July 1.
This act does not affect an action or proceeding commenced or right accrued before the effective date of this act.
History: L. 2009, ch. 47, § 41; July 1, 2010.
(a) This act shall be known and may be cited as the business entity standard treatment act.
(b) The provisions of this act shall apply to all documents related to corporations, limited liability companies, limited partnerships and limited liability partnerships required to be filed with the secretary of state pursuant to this act.
(c) This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 1; July 1.
As used in this act:
(a) "Covered entity" means:
(1) A corporation;
(2) a limited partnership;
(3) a limited liability partnership; and
(4) a limited liability company.
(b) "Foreign covered entity" means a covered entity whose internal affairs are governed by the laws of a jurisdiction other than this state.
(c) "Public organic document" means the filing of the public record which creates an entity and any amendment to or restatement of that record.
(d) "Governor" means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.
(e) "Organic law" means the statutes, if any, other than this act, governing the internal affairs of a covered entity.
(f) "Organic rules" means the public organic document and private organic rules of an entity.
(g) This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 2; July 1.
The following documents related to corporations shall be filed with the secretary of state:
(a) For-profit filings:
(1) For-profit articles of incorporation as set forth in K.S.A. 17-6002, and amendments thereto;
(2) professional association articles of incorporation as set forth in K.S.A. 17-2709, 17-2711 and 17-6002, and amendments thereto;
(3) close corporation articles of incorporation as set forth in K.S.A. 17-6426, 17-7201, 17-7202 and 17-7203, and amendments thereto;
(4) public benefit corporation articles of incorporation as set forth in K.S.A. 17-72a02, and amendments thereto;
(5) certificate of validation as set forth in K.S.A. 17-6428, and amendments thereto;
(6) foreign for-profit application for authority as set forth in K.S.A. 17-7931, and amendments thereto;
(7) for-profit business entity information report as set forth in K.S.A. 17-7503 and 17-7505, and amendments thereto;
(8) professional association business entity information report as set forth in K.S.A. 17-2718, and amendments thereto;
(9) for-profit certificate of amendment as set forth in K.S.A. 17-6003, 17-6401, 17-6601, 17-6602 and 17-6603, and amendments thereto;
(10) amendment to professional associations as set forth in K.S.A. 17-2709, and amendments thereto;
(11) foreign for-profit corporation certificate of amendment as set forth in K.S.A. 17-7302, and amendments thereto;
(12) restated articles of incorporation as set forth in K.S.A. 17-6605, and amendments thereto;
(13) change of registered office or resident agent as set forth in K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and amendments thereto;
(14) for-profit certificate of correction as set forth in K.S.A. 17-7912, and amendments thereto;
(15) mergers as set forth in K.S.A. 17-6701 through 17-6708, and amendments thereto;
(16) foreign mergers as set forth in K.S.A. 17-7302, and amendments thereto;
(17) certificate of amendment or termination of merger as set forth in K.S.A. 17-6701, and amendments thereto;
(18) foreign corporation merger as set forth in K.S.A. 17-7302, and amendments thereto;
(19) certificate of revival as set forth in K.S.A. 17-7002, and amendments thereto;
(20) certificate of dissolution prior to commencing business as set forth in K.S.A. 17-6803, and amendments thereto;
(21) certificate of dissolution by stockholder's meeting as set forth in K.S.A. 17-6804, and amendments thereto;
(22) certificate of dissolution by written consent as set forth in K.S.A. 17-6804, and amendments thereto;
(23) foreign certificate of cancellation as set forth in K.S.A. 17-7936, and amendments thereto; and
(24) certificate of restoration as set forth in K.S.A. 17-7001, and amendments thereto.
(b) Not-for-profit filings:
(1) Not-for-profit articles of incorporation as set forth in K.S.A. 17-6002, and amendments thereto;
(2) foreign not-for-profit application for authority as set forth in K.S.A. 17-7931, and amendments thereto;
(3) not-for-profit business entity information report as set forth in K.S.A. 17-7504, and amendments thereto;
(4) not-for-profit certificate of amendment as set forth in K.S.A. 17-6602, and amendments thereto;
(5) not-for-profit certificate of correction as set forth in K.S.A. 17-7912, and amendments thereto;
(6) not-for-profit change of registered office or resident agent as set forth in K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and amendments thereto;
(7) not-for-profit certificate of revival as set forth in K.S.A. 17-7002, and amendments thereto;
(8) certificate of dissolution as set forth in K.S.A. 17-6803, 17-6804 and 17-6805, and amendments thereto; and
(9) certificate of restoration as set forth in K.S.A. 17-7001, and amendments thereto.
History: L. 2014, ch. 121, § 3; L. 2016, ch. 110, § 129; L. 2017, ch. 71, § 12; L. 2021, ch. 61, § 27; L. 2024, ch. 45, § 14; July 1.
The following documents related to limited liability companies shall be filed with the secretary of state:
(a) Articles of organization as set forth in K.S.A. 17-7673 and 17-7673a, and amendments thereto;
(b) professional articles of organization as set forth in K.S.A. 17-7673 and 17-7673a, and amendments thereto;
(c) series limited liability company articles of organization as set forth in K.S.A. 17-76,143, and amendments thereto;
(d) foreign limited liability company application for authority as set forth in K.S.A. 17-7931, and amendments thereto;
(e) foreign series limited liability company application for admission to transact business as set forth in K.S.A. 17-76,143 and 17-7931, and amendments thereto;
(f) business entity information report as set forth in K.S.A. 17-76,139, and amendments thereto;
(g) certificate of amendment as set forth in K.S.A. 17-7674, 17-7674a and 17-76,143, and amendments thereto;
(h) restated articles of organization as set forth in K.S.A. 17-7680, and amendments thereto;
(i) series certificate of designation as set forth in K.S.A. 17-76,143, and amendments thereto;
(j) certificate of amendment or termination to certificate of merger or consolidation as set forth in K.S.A. 17-7681 or 17-76,143a, and amendments thereto;
(k) certificate of correction as set forth in K.S.A. 17-7912, and amendments thereto;
(l) foreign certificate of correction as set forth in K.S.A. 17-7912, and amendments thereto;
(m) change of registered office or resident agent as set forth in K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and amendments thereto;
(n) mergers or consolidations as set forth in K.S.A. 17-7681 or 17-76,143a, and amendments thereto;
(o) reinstatement as set forth in K.S.A. 17-76,139 or 17-76,147, and amendments thereto;
(p) certificate of cancellation as set forth in K.S.A. 17-7675 or 17-76,143, and amendments thereto;
(q) foreign cancellation of registration as set forth in K.S.A. 17-7936, and amendments thereto;
(r) certificate of division as set forth in K.S.A. 17-7685a, and amendments thereto;
(s) certificate of amendment to certificate of designation as set forth in K.S.A. 17-7685a, and amendments thereto; and
(t) certificate of merger or consolidation of series as set forth in K.S.A. 17-76,143a, and amendments thereto.
History: L. 2014, ch. 121, § 4; L. 2019, ch. 47, § 42; L. 2019, ch. 47, § 43; L. 2021, ch. 61, § 28; L. 2025, ch. 95, § 30; July 1.
The following documents related to limited partnerships shall be filed with the secretary of state:
(a) Certificate of limited partnership as set forth in K.S.A. 56-1a151, and amendments thereto;
(b) foreign application for registration as set forth in K.S.A. 17-7931, and amendments thereto;
(c) business entity information report as set forth in K.S.A. 56-1a606 and 56-1a607, and amendments thereto;
(d) amendment to certificate as set forth in K.S.A. 56-1a152, and amendments thereto;
(e) restated certificate as set forth in K.S.A. 56-1a160, and amendments thereto;
(f) change of registered office or resident agent as set forth in K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and amendments thereto;
(g) foreign certificate of amendment or correction as set forth in K.S.A. 17-7912, and amendments thereto;
(h) mergers as set forth in K.S.A. 17-78,201 through 17-78,206, and amendments thereto;
(i) reinstatement as set forth in K.S.A. 56-1a606 and 56-1a607, and amendments thereto;
(j) cancellation as set forth in K.S.A. 56-1a153, and amendments thereto; and
(k) foreign cancellation of registration as set forth in K.S.A. 17-7936, and amendments thereto.
History: L. 2014, ch. 121, § 5; L. 2021, ch. 61, § 29; January 1, 2023.
The following documents related to limited liability partnerships shall be filed with the secretary of state:
(a) Statement of qualification as set forth in K.S.A. 56a-1001, and amendments thereto;
(b) foreign statement of qualification as set forth in K.S.A. 17-7931, and amendments thereto;
(c) business entity information report as set forth in K.S.A. 56a-1201 and 56a-1202, and amendments thereto;
(d) amendment to statement of qualification as set forth in K.S.A. 56a-105, and amendments thereto;
(e) change of registered office or resident agent as set forth in K.S.A. 17-7926, 17-7927, 17-7928 and 17-7929, and amendments thereto;
(f) reinstatement as set forth in K.S.A. 56a-1201, and amendments thereto;
(g) cancellation of statement as set forth in K.S.A. 56a-105, and amendments thereto;
(h) statement of denial as set forth in K.S.A. 56a-304, and amendments thereto;
(i) statement of dissociation as set forth in K.S.A. 56a-704, and amendments thereto;
(j) statement of dissolution as set forth in K.S.A. 56a-105 and 56a-805, and amendments thereto; and
(k) statement of merger as set forth in K.S.A. 56a-907, and amendments thereto.
History: L. 2014, ch. 121, § 6; L. 2021, ch. 61, § 30; January 1, 2023.
The secretary of state is hereby authorized to adopt such rules and regulations as may be necessary to carry out the provisions of this act. No rule and regulation adopted pursuant to this section shall take effect prior to January 1, 2015.
History: L. 2014, ch. 121, § 7; July 1.
All documents required by this act to be filed with the secretary of state shall be executed as follows:
(a) Documents related to corporations shall be executed in the following manner:
(1) The articles of incorporation for all corporations, and any other document 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 incorporators or, in the case of any such other document, such incorporator's or incorporators' successors and assigns. If any incorporator is not available, then any such other document may be signed, with the same effect as if such incorporator had signed it, by any person for whom or on whose behalf such incorporator, in executing the articles of incorporation, was acting directly or indirectly as an employee or agent, except that such other document shall state that such incorporator is not available and the reason therefore, that such incorporator in executing the articles of incorporation was acting directly or indirectly as an employee or agent for or on behalf of such person and that such person's signature on such instrument is otherwise authorized and not wrongful.
(2) All documents related to a corporation that are not addressed by subsection (a)(1), shall be signed: (A) By any authorized officer of the corporation; (B) if it appears from the document that there are no such officers, by a majority of the directors or by such directors as may be designated by the board; (C) if it appears from the document 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 (D) by the holders of record of all outstanding shares of stock.
(b) Documents related to limited liability companies shall be executed in the following manner: All documents shall be signed by one or more authorized persons. Unless otherwise provided in an operating agreement, any person may sign the articles, any certificate, any amendment thereof, or enter into an operating agreement or amendment thereof by an agent.
(c) Documents related to limited partnerships shall be executed in the following manner:
(1) An initial certificate of limited partnership must be signed by all general partners;
(2) a certificate of amendment must be signed by at least one general partner and by each other general partner who is designated in the certificate of amendment as a new general partner; and
(3) a certificate of cancellation must be signed by all general partners or, if there is no general partner, by a majority of the limited partners.
(d) Documents related to limited liability partnerships shall be executed by an authorized person.
History: L. 2014, ch. 121, § 8; L. 2016, ch. 110, § 130; July 1.
(a) The execution of any document required to be filed by chapter 17 of the Kansas Statutes Annotated, and amendments thereto, and by this act with the secretary of state shall constitute an oath or affirmation, under the penalties of perjury, that the facts stated in the document are true and that any power of attorney used in connection with the execution is in proper form and substance.
(b) This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 9; July 1.
When any document is required by this act to be filed with the secretary of state, such requirement means that:
(a) The original signed document shall be delivered to the office of the secretary of state, where the document shall be recorded in an electronic medium. Any signature on documents authorized to be filed with the secretary of state under the provisions of this act may be a facsimile, a conformed signature, an electronic signature or an electronically transmitted signature;
(b) all taxes and fees authorized by law to be collected by the secretary of state in connection with the filing of the document shall be tendered to the secretary of state;
(c) upon delivery of the document, and upon tender of the required taxes and fees, the secretary of state shall, if the secretary of state finds that the document conforms to law, certify that the document has been filed in the office of the secretary of state by endorsing upon the electronically recorded document the word "Filed" and the date and hour of its filing. This endorsement is the "filing date" of the document and is conclusive of the date and time of its filing in the absence of actual fraud. The secretary of state shall thereupon record the endorsed document in an electronic medium and that electronic document shall become the original document; and
(d) the secretary of state shall return a certified copy of the recorded document to the person who filed the document or that person's representative, except this provision shall not apply to business entity information reports.
(e) A person who executes any document required by this act to be filed with the secretary of state, including a person who executes such document as an agent or fiduciary, shall not be required to exhibit evidence of the person's authority as a prerequisite to filing such documents with the secretary of state.
History: L. 2014, ch. 121, § 10; L. 2015, ch. 65, § 13; L. 2021, ch. 61, § 31; L. 2021, ch. 61, § 32; January 1, 2023.
Any document that is required by this act to be filed with the secretary of state shall be effective upon its filing date. Any document 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. If any document filed in accordance with this act provides for a future effective date and the transaction is terminated or its terms are amended to change the future effective date prior to the future effective date, the document shall be terminated or amended by the filing, prior to the future effective date, of a certificate of termination or a certificate of amendment of the original document, executed and filed in accordance with this section. The certificate shall identify the document which has been terminated or amended, and shall state that the document has been terminated or the manner in which it has been amended.
This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 11; July 1.
(a) When any document that is required by this act to be filed with the secretary of state has been so filed and is an inaccurate record of the covered entity action therein referred to, or was defectively or erroneously executed, such document may be corrected by filing with the secretary of state a certificate of correction of such document which shall be executed and filed in accordance with this act. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the document in corrected form. In lieu of filing a certificate of correction, the document may be corrected by filing with the secretary of state a corrected document which shall be executed and filed in accordance with this act. A fee equal to the fee payable to the secretary of state if the document being corrected were then being filed shall be paid and collected by the secretary of state. The corrected document shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected, and shall set forth the entire document in corrected form. A document corrected in accordance with this section shall be effective as of the date the original document was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons, the corrected document shall be effective from the filing date.
(b) The secretary of state may correct the secretary's own errors on the secretary's own motion.
History: L. 2014, ch. 121, § 12; L. 2015, ch. 65, § 14; July 1.
The secretary of state is not required to file any document that the secretary of state finds, on its face, does not conform to law. If any document required to be filed by this act with the secretary of state is filed and is inaccurately, defectively or erroneously executed or otherwise defective in any respect, the secretary of state shall not be liable to any person for the preclearance for filing, the acceptance for filing or the filing and indexing of such document.
This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 13; July 1.
(a) Any document required to be filed by this act with the secretary of state may be filed by telefacsimile or electronic communication. If such telefacsimile or electronic communication is accompanied with the appropriate fees, and meets the statutory requirements, it shall be effective upon its filing date or future effective date as prescribed in the document. The secretary of state shall prescribe a telefacsimile or electronic communication fee in addition to any filing fees to cover the cost of the services. The fee must be paid prior to acceptance of a telefacsimile or electronic communication under this section. The telefacsimile or electronic communication fee shall be deposited into the information and services fee fund.
(b) As used in this act, "telefacsimile or electronic communication" means the use of electronic equipment to send or transfer a document, including attachment to an electronic mail or direct upload. This section shall not be construed so as to require the secretary of state to accept any filing through any particular means. The secretary of state may designate acceptable types or formats of telefacsimile or electronic communication for filing documents pursuant to this act.
History: L. 2014, ch. 121, § 14; L. 2023, ch. 66, § 59; July 1.
Service of process in any action against a covered entity or a series of a limited liability company shall be made in the manner described in K.S.A. 60-304, and amendments thereto.
History: L. 2014, ch. 121, § 15; L. 2019, ch. 47, § 44; July 1.
(a) Unless otherwise provided in a covered entity's public organic document or organic rules, any person may sign any document filed with the secretary of state pursuant to this act by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must describe the admission. Powers of attorney relating to the signing of a document by an attorney-in-fact need not be filed in the office of the secretary of state but must be retained by the covered entity.
(b) For all purposes of the laws of the state of Kansas, unless otherwise provided in a covered entity's public organic document or organic rules, a power of attorney with respect to any document filed with the secretary of state pursuant to the business entity standard treatment act, K.S.A. 17-7901 et seq., and amendments thereto, shall be irrevocable if the power of attorney states that it is irrevocable and it is coupled with an interest sufficient in law to support an irrevocable power. Such irrevocable power of attorney, unless otherwise provided therein, or in a covered entity's public organic document or organic rules, shall not be affected by the subsequent death, disability, incapacity, dissolution, termination of existence or bankruptcy of, or any other event concerning, the principal.
History: L. 2014, ch. 121, § 16; L. 2015, ch. 65, § 15; L. 2019, ch. 47, § 45; July 1.
If a person required by this act to execute any document fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the district court to direct the execution of the document. If the court finds that it is proper for the document to be executed and that the person required to execute the document has failed or refused to do so, the court shall order the secretary of state to record an appropriate document.
This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 17; July 1.
(a) Except as otherwise provided in subsection (b), the names of all covered entities, except for banks, savings and loan associations and savings banks, must be distinguishable on the records of the office of the secretary of state from:
(1) The name of any other covered entity or foreign covered entity;
(2) the name of any non-covered entity, other than a general partnership, that has filed with the office of the secretary of state, including a series of a limited liability company for which a certificate of designation has been filed;
(3) any entity name reserved pursuant to K.S.A. 17-7923, and amendments thereto; and
(4) the name of any other covered entity, series of a limited liability company or foreign covered entity whose public organic documents, certificate of designation or foreign registration has been canceled or forfeited for any reason within the previous one year.
(b) A covered entity may register under any name that is not distinguishable on the records of the office of the secretary of state from the name of any other covered entity or non-covered entity that has filed with the office of the secretary of state with the written consent of the other entity, which written consent shall be filed with the secretary of state on a form prescribed by the secretary of state.
(c) A covered entity may use a name that is not distinguishable from a name described in subsection (a)(1) through (3) if the entity delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the entity to use the name in this state.
History: L. 2014, ch. 121, § 18; L. 2015, ch. 65, § 16; L. 2016, ch. 110, § 131; L. 2019, ch. 47, § 46; L. 2023, ch. 66, § 60; July 1.
(a) The name of a corporation, except for banks, savings and loan associations, savings banks and public benefit corporations, shall contain:
(1) One of the following words: "Association"; "church" or well-recognized words for religious institutions; "college"; "company"; "corporation"; "club"; "foundation"; "fund"; "incorporated"; "institute"; "society"; "union"; "university"; "syndicate" or "limited";
(2) one of the following abbreviations: "Co."; "corp."; "inc." or "ltd."; or
(3) words or abbreviations of like import in other languages if they are written in Roman characters or letters.
(b) The name of a public benefit corporation shall contain either or both of one of the words, abbreviations or designations in subsection (a) or:
(1) The words "public benefit corporation";
(2) the abbreviation "P.B.C.";
(3) the designation "PBC"; or
(4) words or abbreviations of like import in other languages if they are written in Roman characters or letters.
History: L. 2014, ch. 121, § 19; L. 2016, ch. 110, § 132; L. 2017, ch. 71, § 13; L. 2023, ch. 66, § 61; July 1.
(a) The name of a limited liability company shall contain:
(1) One of the following phrases: "limited liability company" or "limited company";
(2) one of the following abbreviations: "L.L.C." or "L.C."; or
(3) one of the following designations: "LLC" or "LC."
(b) The name of a limited liability company may contain the name of a member or manager.
(c) The name of a limited liability company may contain one or more of the following words: "Company"; "association"; "club"; "foundation"; "fund"; "institute"; "society"; "union"; "syndicate"; "limited"; "trust" or abbreviations of like import.
(d) This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 20; July 1.
(a) The name of each limited partnership, as set forth in its certificate of limited partnership, shall contain the words "Limited Partnership" or the abbreviation "L.P." or "LP";
(b) The name of each limited partnership, as set forth in its certificate of limited partnership, may not contain the name of a limited partner unless:
(1) The name of the limited partner is also the name of a general partner or the corporate name of a corporate general partner; or
(2) the business of the limited partnership had been carried on under that name before the admission of that limited partner.
(c) The name of each limited partnership, as set forth in its certificate of limited partnership, may contain the following words: "Company"; "association"; "club"; "foundation"; "fund"; "institute"; "society"; "union"; "syndicate"; "limited"; or "trust" or abbreviations of similar import.
(d) This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 21; July 1.
The name of a limited liability partnership must end with "registered limited liability partnership," "limited liability partnership," "R.L.L.P.," "L.L.P.," "RLLP" or "LLP."
This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 22; July 1.
(a) The exclusive right to the use of an entity name or, as applicable, the name of a series of a limited liability company, may be reserved by:
(1) Any person intending to organize a covered entity under the laws of this state;
(2) any domestic limited liability company or any person intending to organize a domestic limited liability company, intending to file a certificate of designation to form a series of any such limited liability company;
(3) any domestic covered entity intending to change its name or intending to change the name of a series for which a certificate of designation has been filed;
(4) any foreign covered entity intending to make application for a certificate of authority to transact business in this state;
(5) any foreign covered entity authorized to transact business in this state, and intending to change its name; and
(6) any person intending to organize a foreign covered entity, and intending to have such entity make application for a certificate of authority to transact business in this state.
(b) The reservation shall be made by filing with the secretary of state an application to reserve a specific covered entity name or the name of a series of a domestic limited liability company, executed by the applicant. The reservation may be filed by telefacsimile communication as prescribed by K.S.A. 17-7914, and amendments thereto. If the secretary of state finds that the name is available, the secretary of state shall reserve the same for the exclusive use of the applicant for a period of 120 days.
(c) The right to exclusive use of a specified entity name or the name of a series of a domestic limited liability company, reserved pursuant to this section, may be transferred to any other person or covered entity by filing in the office of the secretary of state, a notice of such transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.
History: L. 2014, ch. 121, § 23; L. 2019, ch. 47, § 47; July 1, 2020.
(a) Every covered entity shall have and maintain in this state a registered office that may, but need not be, the same as its place of business.
(b) Whenever the term "principal office or place of business in this state" or "principal office or place of business of the (applicable covered entity) in this state," or other term of like import, is or has been used in the covered entity's public organic documents, or in any other document or in any statute other than the Kansas uniform commercial code, unless the context indicates otherwise, it shall be deemed to mean and refer to the covered entity's registered office required by this section, and it shall not be necessary for any covered entity to amend its public organic documents or any other document to comply with this section.
(c) As contained in any covered entity's organic documents or other document filed with the secretary of state under the business entity standard treatment act, the postal address of a registered office shall include the building and suite number, street name or rural route number with box number, city, state and zip code.
History: L. 2014, ch. 121, § 24; L. 2016, ch. 110, § 133; L. 2023, ch. 66, § 62; July 1.
(a) Every covered entity shall have and maintain in this state a resident agent, which agent may be either:
(1) The covered entity itself;
(2) an individual resident in this state;
(3) a domestic corporation, a domestic limited partnership, a domestic limited liability partnership, a domestic limited liability company or a domestic business trust; or
(4) a foreign corporation, a foreign limited partnership, a foreign limited liability partnership, a foreign limited liability company or a foreign business trust.
(b) Every resident agent for a covered entity shall:
(1) If a domestic entity, be in good standing and maintain a business office identical with the registered office that is generally open, or if an individual, be generally present at a designated location in this state at sufficiently frequent times to accept service of process and otherwise perform the functions of a resident agent;
(2) if a foreign entity, be authorized to transact business in this state;
(3) accept service of process and other communications directed to the covered entity for which it serves as resident agent and forward the same to the covered entity to which the service or communication is directed; and
(4) forward to the covered entity for which it serves as a resident agent documents sent by the secretary of state.
(c) Unless the context otherwise requires, whenever the term "resident agent" or "registered agent" or "resident agent in charge of a (applicable covered entity's) principal office or place of business in this state," or other term of like import that refers to a covered entity's agent required by statute to be located in this state, is or has been used in a covered entity's public organic documents, or in any other document, or in any statute, it shall be deemed to mean and refer to the covered entity's resident agent required by this section, and it shall not be necessary for any covered entity to amend its public organic documents, or any other document, to comply with this section.
History: L. 2014, ch. 121, § 25; L. 2016, ch. 110, § 134; L. 2025, ch. 95, § 31; July 1.
(a) Any covered entity, by action of its governing body or by any other means set forth in its organic rules, may change the location of its registered office in this state to any other place in this state and the resident agent may be changed to any other person described in K.S.A. 17-7925(a), and amendments thereto. A certificate certifying the change shall be executed and filed with the secretary of state in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto.
(b) If a covered entity's resident agent dies or moves from the registered office, the entity shall designate and certify to the secretary of state the name and address of another resident agent, in the manner provided in subsection (a), within 30 days of such death or move. If no new resident agent is designated in the time and manner as provided in this subsection, service of legal process on such entity may be made as prescribed by K.S.A. 60-304, and amendments thereto. If any covered entity fails to designate a new resident agent as required by this subsection, the secretary of state, after giving 30 days notice of the intended action, may declare the entity's public organic document forfeited or, in the case of a foreign entity, the secretary may declare the foreign entity's authority to do business in this state forfeited.
(c) Any covered entity which files a certificate under this section shall not be required to take any further action to amend its public organic documents to reflect a change of registered office or resident agent.
(d) This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 26; July 1.
(a) A resident agent may change the address of the registered office of any covered entities for which such agent is resident agent to another address in this state by paying a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto, and filing with the secretary of state a certificate, executed by such resident agent, setting forth the names of all the covered entities represented by such resident agent, and the address at which such resident agent has maintained the registered office for each of such covered entities, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such resident agent will thereafter maintain the registered office for each of the covered entities recited in the certificate. Thereafter, or until further change of address, as authorized by law, the registered office in this state of each of the covered entities for which it is a resident agent shall be located at the new address of the resident agent thereof as given in the certificate.
(b) Whenever the location of a resident agent's office is moved to another room or suite within the same structure and such change is reported in writing to the secretary of state, no fee shall be charged for recording such change on the appropriate records on file with the secretary of state.
(c) In the event of a change of name of any person or entity acting as resident agent in this state, such resident agent shall pay a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto, and file with the secretary of state a certificate, executed by such resident agent, setting forth the new name of such resident agent, the name of such resident agent before it was changed, the names of all the covered entities represented by such resident agent, and the address at which such resident agent has maintained the registered office for each of such covered entities. A change of name of any person or entity acting as a resident agent as a result of the following shall be deemed a change of name for purposes of this section:
(1) A merger or consolidation of the resident agent, with or into another entity that succeeds to its assets by operation of law;
(2) the conversion of the resident agent into another person; or
(3) a division of the resident agent in which an identified resulting person succeeds to all of the assets and liabilities of the resident agent related to its resident agent business pursuant to the plan of division, as set forth in the certificate of division.
(d) In the event of both a change of name of any person or entity acting as resident agent for any covered entity and a change of address, such resident agent shall pay a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto, and file with the secretary of state a certificate, executed by such resident agent, setting forth the new name of such resident agent, the name of such resident agent before it was changed, the names of all the covered entities represented by such resident agent and the address at which such resident agent has maintained the registered office for each such covered entity, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such resident agent will thereafter maintain the registered office for each of the covered entities recited in the certificate. Upon the filing of such certificate, and thereafter, or until further change of address or change of name, as authorized by law, the registered office in this state of each of the covered entities recited in the certificate shall be located at the new address of the resident agent as given in the certificate and the change of name shall be effective.
History: L. 2014, ch. 121, § 27; L. 2016, ch. 110, § 135; L. 2025, ch. 95, § 32; July 1.
(a) The resident agent of one or more covered entities may resign and appoint a successor resident agent by paying a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto, and filing a certificate with the secretary of state, stating that the resident agent resigns and the name and address of the successor agent in accordance with K.S.A. 17-7924, and amendments thereto. There shall be attached to such certificate a statement executed by each affected covered entity ratifying and approving such change of resident agent. Upon such filing, the successor resident agent shall become the resident agent of such covered entities 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 covered entity's registered office in this state.
(b) Any covered entity affected by the filing of a certificate under this section shall not be required to take any further action to amend its public organic documents to reflect a change of registered office or resident agent.
History: L. 2014, ch. 121, § 28; L. 2016, ch. 110, § 136; July 1.
(a) The resident agent of a covered entity, including a resident agent that no longer qualifies to be a resident agent under K.S.A. 17-7925, and amendments thereto, may resign without appointing a successor by paying a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto, and filing a certificate of resignation, with the secretary of state stating that the resident agent resigns as resident agent for the covered entity or entities identified in the certificate, but such resignation shall not become effective until 30 days after the certificate is filed. The certificate shall be executed by the resident agent, shall contain a statement that written notice of resignation was given to the covered entity at least 30 days prior to the filing of the certificate by mailing or delivering such notice to the covered entity at its address last known to the resident agent and shall set forth the date of such notice. The certificate shall also include the postal address and name and contact information of an officer, director, employee or designated agent who is then authorized to receive communications from the resident agent with respect to the affected covered entities last known to the resident agent.
(b) After receipt of the notice of the resignation of its resident agent, provided for in subsection (a), any covered entity for which such resident agent was acting shall obtain and designate a new resident agent to take the place of the resident agent so resigning. Such covered entity shall pay a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto, and file with the secretary of state a certificate setting forth the name and postal address of the successor resident agent. Upon such filing, the successor resident agent shall become the resident agent of such covered entity and the successor resident agent's postal address, as stated in such certificate, shall become the postal address of the covered entity's registered office in this state. If such covered entity fails to obtain and designate a new resident agent as aforesaid, prior to the expiration of the period of 60 days after the filing by the resident agent of the certificate of resignation, the secretary of state shall declare the entity's organizing documents forfeited.
(c) After the resignation of the resident agent shall have become effective, as provided in subsection (a), and if no new resident agent shall have been obtained and designated in the time and manner provided for in subsection (b), service of legal process against the covered entity, or in the case of a domestic or foreign limited liability company, any series of such limited liability company, for which the resigned resident agent had been acting shall thereafter be upon the secretary of state in the manner prescribed by K.S.A. 60-304, and amendments thereto.
(d) Any covered entity affected by the filing of a certificate under this section shall not be required to take any further action to amend its public organic documents to reflect a change of registered office or resident agent.
History: L. 2014, ch. 121, § 29; L. 2016, ch. 110, § 137; L. 2019, ch. 47, § 48; L. 2023, ch. 66, § 63; L. 2025, ch. 10, § 4; L. 2025, ch. 125, § 2; July 1.
(a) Subject to the constitution of the state of Kansas:
(1) The laws of the state, territory, possession, county or other jurisdiction under which a foreign covered entity is organized govern its organization and internal affairs and the liability of its members and governors; and
(2) a foreign covered entity may not be denied registration by reason of any difference between those laws and the laws of the state of Kansas.
(b) Registration with the secretary of state does not authorize a foreign covered entity to engage in any business or exercise any power that a covered entity may not engage in or exercise in this state as a foreign covered entity.
(c) A foreign covered entity may conduct or promote any lawful business or purposes, except as otherwise provided by the laws of this state.
(d) This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 30; July 1.
Before doing business in the state of Kansas, a foreign covered entity shall register with the secretary of state. In order to register, a foreign covered entity shall submit to the secretary of state, together with payment of a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto, an original copy executed by a governor, of an application for registration as a foreign covered entity setting forth:
(a) The name of the foreign covered entity;
(b) the jurisdiction where organized;
(c) the date of its organization;
(d) a statement made under penalty of perjury that, as of the day of the filing, the foreign covered entity exists in good standing under the laws of the jurisdiction of its organization;
(e) the nature of the business or purposes to be conducted or promoted in the state of Kansas, including whether the covered entity operates for-profit or not-for-profit;
(f) the address of the registered office and the name and address of the resident agent for service of process required to be maintained by this act;
(g) an irrevocable written consent of the foreign covered entity 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. 60-304, and amendments 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 governors of the foreign covered entity; and
(h) the date on which the foreign covered entity first did, or intends to do, business in the state of Kansas.
History: L. 2014, ch. 121, § 31; L. 2015, ch. 65, § 17; L. 2016, ch. 110, § 138; L. 2024, ch. 45, § 15; July 1.
(a) Activities of a foreign covered entity which do not constitute doing business within the meaning of K.S.A. 17-7931, and amendments thereto, include:
(1) Maintaining, defending or settling an action or proceeding;
(2) holding meetings or carrying on any other activity concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange or registration of the covered entity's own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) selling, by contract consummated outside the state of Kansas, and agreeing, by the contract, to deliver into the state of Kansas machinery, plants or equipment, the construction, erection or installation of which within the state requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation;
(8) creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property;
(9) securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;
(10) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of like nature; and
(11) transacting business in interstate commerce.
(b) A person shall not be deemed to be doing business in the state of Kansas solely by reason of being a member, stockholder, limited partner or governor of a domestic covered entity or a foreign covered entity.
(c) This section does not apply in determining whether a foreign covered entity is subject to service of process, taxation or regulation under any other law of this state.
History: L. 2014, ch. 121, § 32; L. 2015, ch. 65, § 18; July 1.
(a) Except as otherwise provided in subsection (b), the names of all foreign covered entities must be distinguishable on the records of the office of the secretary of state from:
(1) The name of any covered entity or foreign covered entity;
(2) the name of any non-covered entity, other than a general partnership, that has filed with the secretary of state, including a series of a limited liability company for which a certificate of designation has been filed;
(3) any entity name reserved pursuant to K.S.A. 17-7923, and amendments thereto; and
(4) the name of any other covered entity, series of a limited liability company or foreign covered entity whose public organic document, certificate of designation or foreign registration has been canceled or forfeited for any reason within the previous one year.
(b) A foreign covered entity may register under any name that is not distinguishable on the records of the office of the secretary of state from the name of any other covered entity or non-covered entity that has filed with the office of the secretary of state:
(1) With the written consent of the other entity, which shall be filed with the secretary of state on a form prescribed by the secretary of state; or
(2) if the foreign covered entity indicates, as a means of identification and in its advertising within this state, the state in which the foreign covered entity was formed, and the application sets forth this condition.
History: L. 2014, ch. 121, § 33; L. 2015, ch. 65, § 19; L. 2019, ch. 47, § 49; L. 2023, ch. 66, § 64; July 1.
(a) Every foreign covered entity shall have and maintain in this state a registered office and a resident agent in the same manner as prescribed by K.S.A. 17-7924 and 17-7925, and amendments thereto.
(b) Any foreign covered entity that has qualified to do business in this state may change its registered office or resident agent in the manner prescribed in K.S.A. 17-7926, and amendments thereto.
(c) Any resident agent may change the address of the foreign covered entity's registered office in the manner prescribed by K.S.A. 17-7927, and amendments thereto.
(d) Any resident agent designated by a foreign covered entity as its resident agent for service of process may resign pursuant to the provisions of K.S.A. 17-7928 or 17-7929, and amendments thereto.
History: L. 2014, ch. 121, § 34; L. 2015, ch. 65, § 20; L. 2016, ch. 110, § 139; July 1.
If any statement in the application for registration of a foreign covered entity was false in any material respect when made or any arrangements or other facts described have changed, making the application inaccurate in any material respect, the foreign covered entity shall file promptly with the secretary of state a certificate, executed by an authorized person, correcting the statement, together with a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto.
This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 35; July 1.
(a) A foreign covered entity may cancel its registration by filing with the secretary of state a certificate of cancellation executed by an authorized person, together with a fee if authorized by law, as provided by K.S.A. 17-7910, and amendments thereto, and the business entity information report and required fee. The certificate of cancellation shall state that the foreign covered entity surrenders its authority to transact business in the state of Kansas and withdraws therefrom. The certificate of cancellation shall provide the address to which the secretary of state may mail any process against the foreign covered entity that may be served upon the secretary of state. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign covered entity with respect to causes of action arising out of the doing of business in the state of Kansas.
(b) The filing of a certificate of dissolution or certificate of cancellation issued by the proper official of the state or other jurisdiction in which a foreign covered entity is organized shall have the same effect as the filing of a certificate of cancellation as provided for in subsection (a) above.
History: L. 2014, ch. 121, § 36; L. 2021, ch. 61, § 33; January 1, 2023.
The district court shall have jurisdiction to enjoin any foreign covered entity, or any agent of a foreign covered entity, from doing any business in the state of Kansas if the foreign covered entity has failed to register under this act or if such foreign covered entity has secured a certificate from the secretary of state under K.S.A. 17-7910 and 17-7931, and amendments thereto, on the basis of false or misleading representations. The attorney general, upon the attorney general's own motion or upon the relation of proper parties, may maintain an action to restrain a foreign covered entity from transacting business in this state in violation of the provisions of this act.
History: L. 2014, ch. 121, § 37; L. 2015, ch. 65, § 21; July 1.
A certified copy of any document from the secretary of state conclusively establishes that the original document is on file with the secretary of state.
This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 38; July 1.
If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application. To this end, the provisions of this act are severable.
This section shall take effect on and after January 1, 2015.
History: L. 2014, ch. 121, § 39; July 1.
(a) If the address for the registered office of any covered entity is a residence address and the registered agent no longer resides at the residence address, the current occupant of the residence address may have the address for the registered office removed from public record pursuant to this section.
(b) (1) To request removal of the residence address from the public record, the current occupant shall attest the following on a form prescribed by the secretary of state:
(A) The current occupant's name;
(B) the address for the residence that is listed as the address for the registered office;
(C) affirmation that the registered office address is a residence address;
(D) affirmation that the person filing the request is the current occupant of the residence address; and
(E) affirmation that the person or entity listing the residence address as the registered office address is no longer associated with the residence address.
(2) The submitted form shall be confidential and shall not be subject to the open records act, K.S.A. 45-215 et seq., and amendments thereto. The provisions of this paragraph shall expire on July 1, 2029, unless the legislature reviews and reenacts this provision pursuant to K.S.A. 45-229, and amendments thereto.
(c) Upon receiving a submitted form, the secretary of state shall:
(1) Attempt to contact the covered entity and the resident agent to request an address change pursuant to K.S.A. 17-7927, and amendments thereto; and
(2) remove the residence address from public record as the address for a registered office.
(d) If the covered entity receives notice from the secretary of state pursuant to subsection (c), the covered entity shall designate and certify to the secretary of state the name and address of its resident agent pursuant to K.S.A. 17-7926, and amendments thereto.
(e) This section shall be a part of and supplemental to the business entity standard treatment act.
History: L. 2024, ch. 45, § 1; July 1.
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