Officers; titles, duties, manner of selection, term of office; resignation; failure to elect; vacancies.
K.S.A. 17-6302
in effect17-6302. 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).
Source: Kansas Office of Revisor of Statutes (ksrevisor.gov)URL: https://www.ksrevisor.gov/statutes/chapters/ch17/017_063_0002.htmlFetched: 10/20/2026