17-6602. Amendment of articles of incorporation after receipt of payment for stock; amendment of articles by nonstock corporation; abandonment of proposed amendment.
(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.
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.
Source or Prior Law:
17-4202, 17-4203, 17-4204, 17-4205, 17-4206, 17-4207; 8 Del. C. § 242.
Cross References to Related Sections:
Contents of articles of incorporation, see 17-6002.
"Articles of incorporation" defined, see 17-6004, 17-7501.
Amendment of articles prior to receipt of payment for stock, see 17-6601.
Reissuance of stock retired by corporation, see 17-6603.
Restated articles of incorporation, see 17-6605.
Reorganization of corporation under U.S. statute, see 17-6913.
Extension, renewal or reinstatement of articles of incorporation, see 17-7002.
Fee for filing certificate of amendment, see 17-7506.
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, 504 (1974).
"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).
"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).
CASE ANNOTATIONS
1. Minority shareholder may not veto reverse stock split that would eliminate minority shareholders. Achey v. Linn County Bank, 261 Kan. 669, 673, 683, 931 P.2d 16 (1997).
2. Bylaw provision restricting shareholder eligibility to own shares and transfer shares to corporation when eligibility lost is valid. Kansas Heart Hospital v. Idbeis, 286 Kan. 183, 190, 194, 196, 184 P.3d 866 (2008).
