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Form a Business

DIRECTORS AND OFFICERS

K.S.A. ch. 17, art. 63
in effect

K.S.A. 17-6301 Board of directors; powers; number; qualifications, terms and quorum; committees; classes of directors; reliance upon records and information provided; action of board without meeting; compensation; nonstock corporations; removal of director.

17-6301. Board of directors; powers; number; qualifications, terms and quorum; committees; classes of directors; reliance upon records and information provided; action of board without meeting; compensation; nonstock corporations; removal of director. (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. 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. Source or Prior Law: 17-2802, 17-3101, 17-3104, 17-3507; 8 Del. C. § 141. Cross References to Related Sections: Designation of first directors in articles of incorporation, see 17-6002 (a) (6). Provisions for management of business and conduct of affairs of corporation permitted in articles of incorporation, see 17-6002 (b) (1). Powers of incorporators, see 17-6007. Election of directors at organizational meeting, see 17-6008. Reliance by directors or designees upon books and records of corporation in declaring and paying dividends, see 17-6422. Election of directors at annual meeting, see 17-6501. Cumulative voting for directors, see 17-6504. Quorum requirements for stockholders' meetings, see 17-6506. Filling of vacancies or newly created directorships on board, see 17-6513. Reorganization of corporation under U.S. statute, see 17-6913. Actions against officers, directors or stockholders, see 17-7101. Law Review and Bar Journal References: "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 304, 340, 341 (1971). "Close Corporations and the Kansas General Corporation Code of 1972," Edwin W. Hecker, Jr., 22 K.L.R. 489, 490 (1974). Subsection (a) mentioned in article discussing personal liability of directors, William E. Treadway, 44 J.B.A.K. 211, 212 (1975). "The Voidability of Interested Director Contracts Under the Kansas Corporation Code," 24 K.L.R. 655, 663 (1976). "Teaching An Old Dog New Tricks: Recent Amendments to the Kansas General Corporation Code," Danton B. Rice, 57 J.K.B.A. No. 7, 19, 21, 22 (1988). "Crisis in the Board Room/The Impact on Savings and Loan Management after FSLIC v. Huff," Robert S. Jones, 11 J.K.T.L.A. No. 4, 16, 17 (1988). "Liability Of Corporate Officers For Unlawful Sale Of Securities," Caroline Ong, 90 J.K.B.A. No. 2, 25, 27 (1990). "Nonprofit Hospital Conversions in Kansas: The Kansas Attorney General Should Regulate All Nonprofit Hospital Sales," Rachel B. Rubin, 47 K.L.R. 521 (1999). "When Controlling Shareholders Squeeze Out Minority Shareholders by Reverse Stock Split in Close Corporations - A Proposal for Kansas Courts," John T. Richer, 50 K.L.R. 545 (2002). "The New Corporate Landscape: 2004 Kansas General Corporation Code," William Quick, 73 J.K.B.A. No. 7, 30 (2004). "Applying the Business Judgment Rule Fairly: A Clarification for Kansas Courts," Emily E. Cassell, 52 K.L.R. 1119 (2004). "Non-SEC Whistle-Blowing Obligations of Lawyers Who Represent Organizations," John M. Burman, 46 W.L.J. 127 (2006). "Fiduciary Duties in Business Entities," Edwin W. Hecker, Jr., 54 K.L.R. 975 (2006). CASE ANNOTATIONS 1. Board of directors of insurer organized prior to enactment of code authorized to amend bylaws to provide for change as to number of directors elected. Lincoln American Corp. v. Victory Life Insurance Co., 375 F. Supp. 105, 107 (1973). 2. Section cited; no liability either alter ego or active participation by officer in fraud on creditor. Amoco Chemical Corporation v. Bach, 222 Kan. 589, 594, 567 P.2d 1337 (1977). 3. On question certified relative to K.S.A. 60-258a, standards of duty on savings and loan association officers discussed. Federal Savings & Loan Ins. corp. v. Huff, 237 Kan. 873, 880, 704 P.2d 372 (1985). 4. Filing of bankruptcy petition is special act requiring special authorization by board of directors. In re Moni-stat, Inc., 84 B.R. 756, 757 (1988). 5. Legislative purpose for written resignation provision examined; written resignation not mandatory and exclusive means for corporate officer. Wylie v. Marley Co., 891 F.2d 1463, 1467, 1468, 1469 (1989). 6. Long-arm statute (K.S.A. 60-308) as reaching nonresident directors of corporation with place of business in Kansas examined. Anderson v. Heartland Oil & Gas, Inc., 249 Kan. 458, 468, 819 P.2d 1192 (1991). 7. Party had sufficient property interest to be given notice before disposition of party's assets. Kansas East Conf. of the United Methodist Church v. Bethany Med. Ctr., 266 Kan. 366, 379, 969 P.2d 859 (1998). 8. Corporation may invoke business judgment rule to deter shareholder derivative suit. Gray v. Manhattan Med. Center, Inc., 28 Kan. App. 2d 572, 18 P.3d 291 (2001). 9. Affairs of corporation generally managed by board of directors unless otherwise provided in articles of incorporation. In re Metcalf Assocs.-2000, 42 Kan. App. 2d 412, 213 P.3d 751 (2009).

K.S.A. 17-6302 Officers; titles, duties, manner of selection, term of office; resignation; failure to elect; vacancies.

17-6302. Officers; titles, duties, manner of selection, term of office; resignation; failure to elect; vacancies. (a) Every corporation organized under this code shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws and as may be necessary to enable it to sign instruments and stock certificates which comply with K.S.A. 17-6408 and K.S.A. 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. 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. Source or Prior Law: 17-3105, 17-3106; 8 Del. C. § 142. Cross References to Related Sections: Election of officers at organizational meeting, see 17-6008. Appointment and compensation of officers and agents, see 17-6102 (5). Actions against officers, directors or stockholders, see 17-7101. Law Review and Bar Journal References: "Close Corporations and the Kansas General Corporation Code of 1972," Edwin W. Hecker, Jr., 22 K.L.R. 489, 506 (1974). "Fiduciary Duties in Business Entities," Edwin W. Hecker, Jr., 54 K.L.R. 975 (2006). CASE ANNOTATIONS 1. Section cited; no liability either alter ego or active participation by officer in fraud on creditor. Amoco Chemical Corporation v. Bach, 222 Kan. 589, 594, 567 P.2d 1337 (1977). 2. Written resignation not mandatory and exclusive means for corporate officer to resign. Wylie v. Marley Co., 891 F.2d 1463, 1467, 1468, 1469 (1989). 3. Although wrongfully discharged as president of Farm Bureau, discharge from operational organization, Farm Bureau Services, was proper. Hall v. Kansas Farm Bureau, 274 Kan. 263, 50 P.3d 495 (2002).

K.S.A. 17-6303 Loans to or guaranty of obligations of officers and employees.

17-6303. Loans to or guaranty of obligations of officers and employees. Any corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of any corporation at common law or under any statute. L. 1972, ch. 52, § 25; July 1. Source or Prior Law: 17-3006; 8 Del. C. § 143. Cross References to Related Sections: Authority to loan money for corporate purposes, see 17-6102 (14). Law Review and Bar Journal References: "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 341 (1971). CASE ANNOTATIONS 1. Cited; suspension of attorney for unauthorized borrowing of funds from nonprofit corporation while serving as treasurer examined. In re Neuschwander, 242 Kan. 313, 747 P.2d 104 (1987). 2. Facts as presented insufficient to void loan from defendant corporation to president. Schmidt v. Farm Credit Services, 738 F. Supp. 1372, 1375 (1990).

K.S.A. 17-6304 Financial interest of officer or director in corporate transaction; effect; quorum.

17-6304. Financial interest of officer or director in corporate transaction; effect; quorum. (a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, if: (1) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (2) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee or the stockholders. (b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction. L. 1972, ch. 52, § 26; L. 2016, ch. 110, § 28; July 1. Source or Prior Law: 8 Del. C. § 144. Cross References to Related Sections: General contractual powers of corporations, see 17-6102 (13). Quorum requirements for board of directors meeting, see 17-6301. Law Review and Bar Journal References: "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 341 (1971). "Close Corporations and the Kansas General Corporation Code of 1972," Edwin W. Hecker, Jr., 22 K.L.R. 489, 543 (1974). "Hospital Trustees' Fiduciary Responsibilities: An Emerging Tripartite Distinction," Eugene T. Hackler, 15 W.L.J. 422, 430 (1976). "The Voidability of Interested Director Contracts Under the Kansas Corporation Code," 24 K.L.R. 655 (1976). "Survey of Kansas Law: Business Associations," William E. Treadway, 27 K.L.R. 171, 178 (1979). "Personal Liability of Nonprofit Directors," Charles Engel, 60 J.K.B.A. No. 4, 28, 30 (1991). "Nonprofit Hospital Conversions in Kansas: The Kansas Attorney General Should Regulate All Nonprofit Hospital Sales," Rachel B. Rubin, 47 K.L.R. 521 (1999). "The Kansas Uniform Fraudulent Transfer Act," Leon B. Graves, 68 J.K.B.A. No. 6, 34 (1999). "Applying the Business Judgment Rule Fairly: A Clarification for Kansas Courts," Emily E. Cassell, 52 K.L.R. 1119, 1139 (2004). "Fiduciary Duties in Business Entities," Edwin W. Hecker, Jr., 54 K.L.R. 975 (2006). Attorney General's Opinions: Financial interest of officer or director in corporate transaction; application to certain nonprofit corporations. 89-44. CASE ANNOTATIONS 1. In shareholders' derivative action court held this section does not authorize a breach of the director's fiduciary duties. Newton v. Hornblower, Inc., 224 Kan. 506, 522, 582 P.2d 1136 (1978). 2. Eighty-percent shareholder/director not disinterested majority for ratifying loan to self; must show intrinsic fairness of loan. Oberhelman v. Barnes Investment Corp., 236 Kan. 335, 341, 342, 343, 690 P.2d 1343 (1984). 3. Mortgage asserting corporate official had authority to encumber corporate property charged with constructive notice of requirements of (a)(1). In re Branding Iron Motel, Inc., 798 F.2d 396, 401, 402 (1986). 4. Whether possible unauthorized mortgage was preliminary transaction that could be part of self-dealing transaction examined. Schmidt v. Farm Credit Services, 977 F.2d 511, 515 (1992).

K.S.A. 17-6305 Indemnification of officers, directors, employees and agents; advancement of expenses; insurance; definitions; district court jurisdiction.

17-6305. Indemnification of officers, directors, employees and agents; advancement of expenses; insurance; definitions; district court jurisdiction. (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. 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. Source or Prior Law: 17-3010; 8 Del. C. § 145. Cross References to Related Sections: Insurance on life of directors, officers, employees or stockholders, see 17-6102 (16). Loans to officers or employees, see 17-6303. Actions against directors, officers or stockholders, see 17-7101. Law Review and Bar Journal References: "Recovery of Attorney Fees in Kansas," Mark A. Furney, 18 W.L.J. 535, 557 (1979). "Personal Liability of Nonprofit Directors," Charles Engel, 60 J.K.B.A. No. 4, 28, 30 (1991). CASE ANNOTATIONS 1. Accounting firm which conducted audit of corporation was servant of corporation and entitled to indemnification for costs. Koch Industries, Inc. v. Kosko, 494 F.2d 713, 725 (1974). 2. Receiver of corporate financial institution was bound by mandatory indemnification provisions of section. Fleischer v. F.D.I.C., 70 F. Supp. 2d 1238, 1241 (1999). 3. Awarding legal fees in indemnification action by corporate officer against his corporation; reasonableness discussed and applied. Westar Energy, Inc. v. Lake, 493 F. Supp. 2d 1126, 1127, 1128 (2007). 4. K.S.A. 17-6305 allows recovery of litigation expenses only if person has acted in good faith. In re Metcalf Assocs.-2000, 42 Kan. App. 2d 412, 213 P.3d 751 (2009). 5. District court erred in denying summary judgment to parties for indemnity. Emprise Bank v. Rumisek, 42 Kan. App. 2d 498, 215 P.3d 621 (2009). 6. Indemnity can only be determined after the final nonappealable action is taken in the underlying legal action or investigation. Westar Energy, Inc. v. Wittig, 44 Kan. App. 2d 182, 235 P.3d 515 (2010).

K.S.A. 17-6306 Submission of matter to a shareholder vote without board of directors determination.

17-6306. Submission of matter to a shareholder vote without board of directors determination. A corporation may agree to submit a matter to a vote of its stockholders whether or not the board of directors determines at any time subsequent to approving such matter that such matter is no longer advisable and recommends that the stockholders reject or vote against the matter. L. 2004, ch. 143, § 11; January 1, 2005.
Source: Kansas Office of Revisor of Statutes (ksrevisor.gov)URL: https://www.ksrevisor.gov/statutes/ksa_ch17.htmlFetched: 10/20/2026

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