For AI agents: read the machine-readable documentation index at /llms.txt or the single-file full reference at /llms-full.txt.
Form a Business

MEETINGS, ELECTIONS, VOTING AND NOTICES

K.S.A. ch. 17, art. 65
in effect

K.S.A. 17-6501 Meetings of stockholders; remote communication; annual meeting; failure to hold annual meeting or elect directors; special meetings; election of directors by written ballot.

17-6501. Meetings of stockholders; remote communication; annual meeting; failure to hold annual meeting or elect directors; special meetings; election of directors by written ballot. (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. 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. Source or Prior Law: 17-3102, 17-3103, 17-3312, 17-3313; 8 Del. C. § 211. Cross References to Related Sections: Election of directors at organizational meeting, see 17-6008. Board of directors, see 17-6301. Voting of stock, see 17-6502, 17-6504, 17-6507, 17-6508. Section inapplicable to corporations not authorized to issue stock, see 17-6505. Quorum requirements, see 17-6506. Notice of meetings, see 17-6512. Court proceeding to determine validity of elections, see 17-6515. Powers of district court in election of directors, see 17-6517. Management of close corporation, see 17-7210, 17-7211. Law Review and Bar Journal References: "Survey of Kansas Law: Business Associations," William E. Treadway, 27 K.L.R. 171, 179 (1979). "Applying the Business Judgment Rule Fairly: A Clarification for Kansas Courts," Emily E. Cassell, 52 K.L.R. 1119 (2004). "Fiduciary Duties in Business Entities," Edwin W. Hecker, Jr., 54 K.L.R. 975 (2006).

K.S.A. 17-6502 Voting rights of stockholders; proxies, limitations.

17-6502. Voting rights of stockholders; proxies, limitations. (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. 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. Source or Prior Law: 17-3301; 8 Del. C. § 212. Cross References to Related Sections: Voting provisions authorized for inclusion in articles of incorporation, see 17-6002 (b)(4). Voting rights of holders of fractional shares, see 17-6405. Treasury shares, voting power denied, see 17-6410. Cumulative voting for directors, see 17-6504. Section inapplicable to corporations not authorized to issue stock, see 17-6505. Conferral of voting rights on holders of corporation's bonds, debentures or other obligations, see 17-6511. Law Review and Bar Journal References: "The New Corporate Landscape: 2004 Kansas General Corporation Code," William Quick, 73 J.K.B.A. No. 7, 30 (2004).

K.S.A. 17-6503 Establishment of record date for determining stockholders of record.

17-6503. Establishment of record date for determining stockholders of record. (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. 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. Source or Prior Law: 17-3301, 17-3302; 8 Del. C. § 213. Cross References to Related Sections: Voting of stock, see 17-6502, 17-6504, 17-6507, 17-6508. Section inapplicable to corporations not authorized to issue stock, see 17-6505. Conferral of voting rights on holders of corporation's bonds, debentures or other obligations, see 17-6511. Notice of meetings, see 17-6512. Waiver of notice, see 17-6519. Exception to notice requirement, see 17-6520. CASE ANNOTATIONS 1. Minority shareholders' rights to cumulative voting, constitutionality of statute eliminating cumulative voting examined. Metro Mobile CTS, Inc. v. Centel Corp., 694 F. Supp. 806 (D. Kan. 1988).

K.S.A. 17-6504 Cumulative voting.

17-6504. Cumulative voting. 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. 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. Source or Prior Law: 17-3303. Revisor's Note: Section inapplicable to corporations not authorized to issue stock, see 17-6505. Cross References to Related Sections: Voting provisions authorized for inclusion in articles of incorporation, see 17-6002 (b)(4). Election of directors at organizational meeting, see 17-6008. Board of directors, see 17-6301. Voting rights of holders of fractional shares, see 17-6405. Section inapplicable to corporations not authorized to issue stock, see 17-6505. Conferral of voting rights on holders of corporation's bonds, debentures or other obligations, see 17-6511. Law Review and Bar Journal References: "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 343 (1971).

K.S.A. 17-6505 Voting rights of members of nonstock corporations; proxies; quorum; election of governing body; failure to hold election; ballots submitted by electronic transmission.

17-6505. Voting rights of members of nonstock corporations; proxies; quorum; election of governing body; failure to hold election; ballots submitted by electronic transmission. (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. 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. Source or Prior Law: 17-2904, 17-3304, 17-3305; 8 Del. C. § 215. Cross References to Related Sections: Conditions of membership required in articles of incorporation, see 17-6002 (a)(4). Quorum at meeting of stockholders, see 17-6506. Law Review and Bar Journal References: "The New Corporate Landscape: 2004 Kansas General Corporation Code," William Quick, 73 J.K.B.A. No. 7, 30 (2004). CASE ANNOTATIONS 1. Subsections (b) and (c) analyzed and applied. Picard v. Sugar Valley Lakes Homes Ass'n, 37 Kan. App. 2d 210, 215, 217, 151 P.3d 850 (2007).

K.S.A. 17-6506 Quorum; votes necessary to transact business.

17-6506. Quorum; votes necessary to transact business. 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. 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. Source or Prior Law: 17-3305; 8 Del. C. § 216. Cross References to Related Sections: Quorum at meeting of board of directors, see 17-6301. Treasury shares not counted for quorum, see 17-6410. Quorum at meeting necessitated by failure to hold annual meeting, see 17-6501 (d). Conferral of voting rights on holders of corporation's bonds, debentures or other obligations, see 17-6511.

K.S.A. 17-6507 Voting rights of fiduciaries, pledgors and joint owners of stock.

17-6507. Voting rights of fiduciaries, pledgors and joint owners of stock. (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. L. 1972, ch. 52, § 60; L. 2004, ch. 143, § 32; January 1, 2005. Source or Prior Law: 17-3306; 8 Del. C. § 217. Cross References to Related Sections: Voting of stock held by corporation, see 17-6410. Voting trusts and agreements, see 17-6508. Preparation of stockholders' list, see 17-6509.

K.S.A. 17-6508 Voting trusts and other voting agreements.

17-6508. Voting trusts and other voting agreements. (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. 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. Source or Prior Law: 17-3307, 17-3308; 8 Del. C. § 218. Cross References to Related Sections: Period of irrevocability of proxies, see 17-6502. Voting of stock, see 17-6502, 17-6504, 17-6507. Inspection of corporation's books and records, see 17-6510. Law Review and Bar Journal References: "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 343, 344 (1971). "Survey of Kansas Law: Business Associations," William E. Treadway, 27 K.L.R. 171, 177 (1979). "The New Corporate Landscape: 2004 Kansas General Corporation Code," William Quick, 73 J.K.B.A. No. 7, 30 (2004). CASE ANNOTATIONS 1. Acquiring control; entering into pooling agreement; failure to disclose fact; no fiduciary duty violated. Ritchie v. McGrath, 1 Kan. App. 2d 482, 488, 571 P.2d 17 (1977).

K.S.A. 17-6509 List of stockholders entitled to vote at stockholders' meeting; preparation; examination, when, where; refusal to produce list; evidentiary status of stock ledger.

17-6509. List of stockholders entitled to vote at stockholders' meeting; preparation; examination, when, where; refusal to produce list; evidentiary status of stock ledger. (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 10 th 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. 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. Source or Prior Law: 17-3309; 8 Del. C. § 219. Cross References to Related Sections: Establishment of record date, see 17-6503. Inspection of corporation's books and records, see 17-6510. Form of corporate books and records, see 17-6514.

K.S.A. 17-6510 Stockholder's right of inspection; refusal by corporation to permit inspection; director's right of inspection.

17-6510. Stockholder's right of inspection; refusal by corporation to permit inspection; director's right of inspection. (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. 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. Source or Prior Law: 17-3310; 8 Del. C. § 220. Cross References to Related Sections: Corporation's "principal place of business" construed, see 17-6201. Preparation and examination of stockholders' list, see 17-6509. Conferral of right to inspect corporation's books and records on holders of bonds, debentures and other obligations, see 17-6511. Form of corporate books and records, see 17-6514. Law Review and Bar Journal References: "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 344 (1971). Attorney General's Opinions: State educational institutions; management, operations; public access to corporate books and records. 80-118. CASE ANNOTATIONS 1. Stockholder's "proper purpose" to examine corporation's books must be reasonably related to stockholder's interest but may be shown in summary proceeding rather than in written demand to see books. Arctic Financial Corp. v. OTR Express, Inc., 272 Kan. 1326, 38 P.3d 701 (2002). 2. Shareholder has right to demand inspection of corporation's records; court may limit or condition disclosure. Ihrig v. Frontier Equity Exchange Ass'n, 35 Kan. App. 2d 123, 128 P.3d 993 (2006).

K.S.A. 17-6511 Rights of holders of bonds, debentures and other obligations of corporation.

17-6511. Rights of holders of bonds, debentures and other obligations of corporation. 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. 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. Source or Prior Law: 17-3311; 8 Del. C. § 221. Cross References to Related Sections: Voting of stock, see 17-6502, 17-6504, 17-6507, 17-6508. Inspection of corporation's books and records, see 17-6510. Attorney General's Opinions: State educational institutions; management, operations; public access to corporate books and records. 80-118.

K.S.A. 17-6512 Notice of meetings and adjourned meetings; requirements.

17-6512. Notice of meetings and adjourned meetings; requirements. (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. 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. Source or Prior Law: 17-2601, 17-3313; 8 Del. C. § 222. Cross References to Related Sections: Stockholders' meetings, see 17-6501. Establishment of record date, see 17-6503. Waiver of notice, see 17-6519. Exception to notice requirements, see 17-6520.

K.S.A. 17-6513 Vacancies and newly created directorships.

17-6513. Vacancies and newly created directorships. (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. 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. Source or Prior Law: 17-3102; 8 Del. C. § 223. Cross References to Related Sections: Board of directors, see 17-6301. Voting rights of fiduciaries, see 17-6507. Powers of district court in election of directors, see 17-6517.

K.S.A. 17-6514 Form of records.

17-6514. Form of records. 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. L. 1972, ch. 52, § 67; L. 2004, ch. 143, § 39; L. 2016, ch. 110, § 57; L. 2023, ch. 66, § 25; July 1. Source or Prior Law: 8 Del. C. § 224. Cross References to Related Sections: Establishment of record date, see 17-6503. Preparation and examination of stockholders' list, see 17-6509. Inspection of corporation's books and records, see 17-6510. Authentication of copies of records for evidentiary purposes, see 60-465. Documentary originals as best evidence, see 60-467. Photographic copies and reproductions admissible in evidence to prove content of business records, see 60-469. Law Review and Bar Journal References: "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 344 (1971). "The New Corporate Landscape: 2004 Kansas General Corporation Code," William Quick, 73 J.K.B.A. No. 7, 30 (2004).

K.S.A. 17-6515 Contested election of director or officer or any other contested vote of stockholders or members; proceedings to determine validity.

17-6515. Contested election of director or officer or any other contested vote of stockholders or members; proceedings to determine validity. (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. 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. Source or Prior Law: 8 Del. C. § 225. Cross References to Related Sections: Election of directors at organizational meeting, see 17-6008. Annual election of directors, see 17-6501. Election of governing body of non-stock corporation, see 17-6505. Powers of district court in election of directors, see 17-6517. CASE ANNOTATIONS 1. Although proxy solicitation improper, no showing of irreparable injury to warrant granting preliminary injunction; remedy at law. Lincoln American Corp. v. Victory Life Insurance Co., 375 F. Supp. 105, 106, 108, 109 (1973).

K.S.A. 17-6516 Appointment of custodian or receiver of corporation on deadlock or for other cause; powers of custodian.

17-6516. Appointment of custodian or receiver of corporation on deadlock or for other cause; powers of custodian. (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. L. 1972, ch. 52, § 69; L. 2016, ch. 110, § 59; July 1. Source or Prior Law: 8 Del. C. § 226. Cross References to Related Sections: Failure to elect directors, see 17-6501(c). Contested election of director, see 17-6515. Powers of district court in election of directors, see 17-6517. Appointment of provisional director for close corporation, see 17-7213. Law Review and Bar Journal References: "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 344 (1971). CASE ANNOTATIONS 1. Custodian not personally liable to corporate creditors for negligent loss of corporate assets. Valley View State Bank v. Owen, 241 Kan. 343, 344, 347, 348, 349, 737 P.2d 35 (1987). 2. Custodian also acting in capacity as provisional director (K.S.A. 17-7213) to be paid by corporation or from its assets. Coles v. Taliaferro, 251 Kan. 648, 655, 840 P.2d 1102 (1992). 3. For corporations, a custodian may be appointed for a deadlocked corporation. In re Metcalf Assocs.-2000, 42 Kan. App. 2d 412, 213 P.3d 751 (2009).

K.S.A. 17-6517 Powers of district court in certain proceedings; punishment for disobedience of orders.

17-6517. Powers of district court in certain proceedings; punishment for disobedience of orders. (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. L. 1972, ch. 52, § 70; L. 1973, ch. 100, § 4; L. 2004, ch. 143, § 41; L. 2016, ch. 110, § 60; July 1. Source or Prior Law: 8 Del. C. § 227. Cross References to Related Sections: Election of directors at organizational meeting, see 17-6008. Filling of vacancies and newly created directorships, see 17-6513. Appointment of custodian for corporation, see 17-6516. Law Review and Bar Journal References: "2007 Legislative Wrap Up: Reflections on the 2007 Session," James W. Clark, 76 J.K.B.A. No. 7, 26 (2007).

K.S.A. 17-6518 Actions taken without meeting, notice or vote; consent required; procedures and consent form.

17-6518. Actions taken without meeting, notice or vote; consent required; procedures and consent form. (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. 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. Source or Prior Law: 8 Del. C. § 228. Cross References to Related Sections: Election of directors at organizational meeting, see 17-6008. Filling of vacancies and newly created directorships, see 17-6513. Appointment of custodian for corporation, see 17-6516. Powers of district court in election of directors, see 17-6517. Law Review and Bar Journal References: "Pending Changes to the Kansas General Corporation Code," William E. Quick, 72 J.K.B.A. No. 1, 21 (2003). "The New Corporate Landscape: 2004 Kansas General Corporation Code," William Quick, 73 J.K.B.A. No. 7, 30 (2004).

K.S.A. 17-6519 Waiver of notice.

17-6519. Waiver of notice. 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. L. 1972, ch. 52, § 72; L. 2004, ch. 143, § 43; January 1, 2005. Source or Prior Law: 8 Del. C. § 229. Cross References to Related Sections: Notice of organizational meeting, see 17-6008. Establishment of record date for stockholders entitled to notice, see 17-6503. Notice of stockholders' meetings, see 17-6512. Exception to notice requirements, see 17-6520. Law Review and Bar Journal References: "The Kansas Corporation Code of 1972," William E. Treadway, 40 J.B.A.K. 301, 345 (1971). CASE ANNOTATIONS 1. 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, 213, 184 P.3d 866 (2008).

K.S.A. 17-6520 Exceptions to notice requirements.

17-6520. Exceptions to notice requirements. (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. 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. Source or Prior Law: 8 Del. C. § 230. Cross References to Related Sections: Notice of organizational meeting, see 17-6008. Establishment of record date for stockholders entitled to notice, see 17-6503. Notice of stockholders' meetings, see 17-6512. Waiver of notice, see 17-6519.

K.S.A. 17-6521 Inspectors at meetings; powers and duties.

17-6521. Inspectors at meetings; powers and duties. (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. L. 2004, ch. 143, § 45; L. 2016, ch. 110, § 62; July 1.

K.S.A. 17-6522 Notice to stockholders; consent to electronic transmission.

17-6522. Notice to stockholders; consent to electronic transmission. (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. L. 2004, ch. 143, § 46; L. 2016, ch. 110, § 63; L. 2023, ch. 66, § 28; July 1.

K.S.A. 17-6523 Notice to stockholders sharing an address, effect; objection; limitations.

17-6523. Notice to stockholders sharing an address, effect; objection; limitations. (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. L. 2004, ch. 143, § 92; L. 2016, ch. 110, § 64; July 1.
Source: Kansas Office of Revisor of Statutes (ksrevisor.gov)URL: https://www.ksrevisor.gov/statutes/ksa_ch17.htmlFetched: 10/20/2026

Starting a business in Kansas? Kansas LLC guide: costs and requirements