Kansas 2023-2024 Regular Session

Kansas House Bill HB2455 Compare Versions

Only one version of the bill is available at this time.

Old	New	Differences
1	1	Session of 2023
2	2	HOUSE BILL No. 2455
3	3	By Committee on Federal and State Affairs
4	4	3-9
5	5	AN ACT concerning business entities; relating to the Kansas general
6	6	corporation code, the business entity transactions act, the business
7	7	entity standard treatment act, the Kansas revised uniform limited
8	8	partnership act and the Kansas uniform partnership act; facilitating the
9	9	use of electronic transmissions and electronic signatures with certain
10	10	exceptions; revising procedures and requirements related to emergency
11	11	bylaws and actions under emergency conditions; merger or
12	12	consolidation; dissolution and revocation or restoration of revoked or
13	13	forfeited articles of incorporation or authority to engage in business and
14	14	revival; modifying fees charged by the secretary of state for certain
15	15	filings and copies; amending K.S.A. 17-6520, 56a-105 and 79-1119 and
16	16	K.S.A. 2022 Supp. 17-2036, 17-2718, 17-4634, 17-4677, 17-6002, 17-
17	17	6004, 17-6008, 17-6010, 17-6011, 17-6014, 17-6301, 17-6305, 17-
18	18	6401, 17-6408, 17-6410, 17-6413, 17-6426, 17-6427, 17-6428, 17-
19	19	6502, 17-6503, 17-6509, 17-6512, 17-6514, 17-6518, 17-6522, 17-
20	20	6701, 17-6702, 17-6703, 17-6705, 17-6706, 17-6707, 17-6708, 17-
21	21	6712, 17-6712, as amended by section 36 of this act, 17-6804, 17-6812,
22	22	17-7001, 17-7002, 17-7003, 17-72a04, 17-72a05, 17-72a07, 17-7302,
23	23	17-7503, 17-7504, 17-7505, 17-7506, 17-76,136, 17-76,139, 17-78-
24	24	102, 17-78-202, 17-78-203, 17-78-205, 17-78-302, 17-78-606, 17-
25	25	7914, 17-7918, 17-7919, 17-7924, 17-7929, 17-7933, 56-1a605, 56-
26	26	1a606, 56-1a607, 56a-1201, 56a-1202 and 79-3234 and repealing the
27	27	existing sections; also repealing K.S.A. 17-7514, 56-1a608, 56-1a610,
28	28	56a-1203 and 56a-1204 and K.S.A. 2022 Supp. 17-72a03 and 17-7511.
29	29	Be it enacted by the Legislature of the State of Kansas:
30	30	New Section 1. (a) (1) Except as provided in subsection (b), without
31	31	limiting the manner in which any act or transaction may be documented or
32	32	the manner in which a document may be signed or delivered:
33	33	(A) Any act or transaction contemplated or governed by this code or
34	34	the articles of incorporation or bylaws may be provided for in a document.
35	35	An electronic transmission shall be deemed the equivalent of a written
36	36	document. "Document" means:
37	37	(i) Any tangible medium on which information is inscribed and
38	38	includes handwritten, typed, printed or similar instruments and copies of
39	39	such instruments; and
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76	76	(ii) an electronic transmission.
77	77	(B) Whenever this code or the articles of incorporation or bylaws
78	78	require or permit a signature, the signature may be a manual, facsimile,
79	79	conformed or electronic signature. "Electronic signature" means an
80	80	electronic symbol or process that is attached to, or logically associated
81	81	with, a document and executed or adopted by a person with an intent to
82	82	execute, authenticate or adopt the document. A person may execute a
83	83	document with such person's signature.
84	84	(C) Unless otherwise agreed between the sender and recipient, and in
85	85	the case of proxies or consents given by or on behalf of a stockholder,
86	86	subject to the additional requirements set forth in K.S.A. 17-6502(c)(2)
87	87	and (c)(3) or 17-6518(d)(1), and amendments thereto, an electronic
88	88	transmission shall be deemed delivered to a person for purposes of this
89	89	code and the articles of incorporation and bylaws when such electronic
90	90	transmission enters an information processing system that the person has
91	91	designated for the purpose of receiving electronic transmissions of the type
92	92	delivered if the electronic transmission is in a form capable of being
93	93	processed by that system and such person is able to retrieve the electronic
94	94	transmission. Whether a person has designated an information processing
95	95	system is determined by the articles of incorporation or bylaws or from the
96	96	context and surrounding circumstances, including the parties' conduct. An
97	97	electronic transmission is delivered under this section even if no person is
98	98	aware of such transmission's receipt. Receipt of an electronic
99	99	acknowledgement from an information processing system establishes that
100	100	an electronic transmission was received but, by itself, does not establish
101	101	that the content sent corresponds to the content received.
102	102	(2) This code shall not prohibit one or more persons from conducting
103	103	a transaction in accordance with the uniform electronic transactions act,
104	104	K.S.A. 16-1601 et seq., and amendments thereto, if the part or parts of the
105	105	transaction that are governed by the code are documented, signed and
106	106	delivered in accordance with this subsection or otherwise in accordance
107	107	with the code. This subsection shall apply solely for purposes of
108	108	determining whether an act or transaction has been documented, signed
109	109	and delivered in accordance with this code and the articles of incorporation
110	110	and bylaws.
111	111	(b) (1) Subsection (a) shall not apply to:
112	112	(A) A document filed with or submitted to the secretary of state, the
113	113	clerk of a district court or a court or other judicial or governmental body of
114	114	this state;
115	115	(B) a document comprising part of the stock ledger;
116	116	(C) a certificate representing a security;
117	117	(D) a document referenced as a notice, or waiver of notice, by this
118	118	code or the articles of incorporation or bylaws and that expressly provides
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162	162	the manner of signing or delivery;
163	163	(E) a ballot to vote on actions at a meeting of stockholders; and
164	164	(F) an act or transaction effected pursuant to K.S.A. 2022 Supp. 17-
165	165	6808a, and amendments thereto, article 71 or 73 of chapter 17 of the
166	166	Kansas Statutes Annotated, and amendments thereto, or the business entity
167	167	standards treatment act, K.S.A. 2022 Supp. 17-7901 et seq., and
168	168	amendments thereto.
169	169	(2) The provisions of paragraph (1) shall not create any presumption
170	170	about the lawful means to document a matter addressed by this subsection
171	171	or the lawful means to sign or deliver a document addressed by this
172	172	subsection. No provision of the articles of incorporation or bylaws shall
173	173	limit the application of subsection (a) except for a provision that expressly
174	174	restricts or prohibits the use of an electronic transmission or electronic
175	175	signature, or any form thereof, or expressly restricts or prohibits the
176	176	delivery of an electronic transmission to an information processing system.
177	177	(c) In the event that any provision of this code is deemed to modify,
178	178	limit or supersede the federal electronic signatures in global and national
179	179	commerce act, 15 U.S.C. § 7001 et. seq., the provisions of this code shall
180	180	control to the fullest extent permitted by 15 U.S.C. § 7002(a)(2).
181	181	(d) This section shall be a part of and supplemental to article 60 of
182	182	chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
183	183	Sec. 2. K.S.A. 2022 Supp. 17-2036 is hereby amended to read as
184	184	follows: 17-2036. (a) Every business trust shall make a written business
185	185	entity information report to the secretary of state, stating the prescribed
186	186	information concerning the business trust at the close of business on the
187	187	last day of its tax period under the Kansas income tax act next preceding
188	188	the date of filing, but if a business trust's tax period is other than the
189	189	calendar year, it shall give notice thereof to the secretary of state prior to
190	190	December 31 of the year it commences such tax period.
191	191	(b) The report shall be made on forms provided by the secretary of
192	192	state and shall be filed biennially, as determined by the year that the
193	193	business trust filed its formation documents. A business trust that filed
194	194	formation documents in an even-numbered year shall file a report in each
195	195	even-numbered year. A business trust that filed formation documents in an
196	196	odd-numbered year shall file a report in each odd-numbered year. The
197	197	report shall be filed after the close of the business trust's tax period but not
198	198	later than at the time prescribed by law for filing the business trust's annual
199	199	Kansas income tax return.
200	200	(c) The report shall be signed by a trustee or other authorized officer
201	201	under penalty of perjury and contain the following:
202	202	(1) Executed copies of all amendments to the instrument by which the
203	203	business trust was created, or to prior amendments thereto, that have been
204	204	adopted and have not theretofore been filed under K.S.A. 17-2033, and
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248	248	amendments thereto, and accompanied by the fee prescribed therein by
249	249	law for each such amendment; and
250	250	(2) a verified list of the names and postal addresses of its trustees as
251	251	of the end of each of such business trust's tax periods included in the
252	252	report; and
253	253	(3) the location of the principal office, including the building and
254	254	suite number, street name or rural route number with box number, city,
255	255	state and zip code.
256	256	(d) (1) At the time of filing the business entity information report, the
257	257	business trust shall pay to the secretary of state a fee in an amount equal to
258	258	$80, plus the amount specified in rules and regulations of the secretary,
259	259	multiplied by the number of tax periods included in the report.
260	260	(2) The failure of any domestic or foreign business trust to file its
261	261	business entity information report and pay the required fee within 90 days
262	262	from the date on which when such report and fee are due, or, in the case of
263	263	a report filing and fee received by mail, postmarked within 90 days from
264	264	the date on which when such report and fee are due, shall work a forfeiture
265	265	of such business trust's authority to transact business in this state and all of
266	266	the remedies, procedures and penalties specified in K.S.A. 17-7509 and
267	267	17-7510, and amendments thereto, with respect to a corporation that fails
268	268	to file its business entity information report or pay the required fee within
269	269	90 days after such report and fee are due, shall be applicable to such
270	270	business trust.
271	271	(e) (1) All copies of applications for extension of the time for filing
272	272	income tax returns submitted to the secretary of state pursuant to law shall
273	273	be maintained by the secretary of state in a confidential file and shall not
274	274	be disclosed to any person except as authorized pursuant to the provisions
275	275	of K.S.A. 79-3234, and amendments thereto, a proper judicial order and
276	276	paragraph (2). All copies of such applications shall be preserved for one
277	277	year and until the secretary of state orders that the copies are to be
278	278	destroyed.
279	279	(2) A copy of such application shall be open to inspection by or
280	280	disclosure to any person designated by resolution of the trustees of the
281	281	business trust.
282	282	Sec. 3. K.S.A. 2022 Supp. 17-2718 is hereby amended to read as
283	283	follows: 17-2718. (a) Each professional corporation organized under the
284	284	laws of this state shall file with the secretary of state a written business
285	285	entity information report stating the prescribed information concerning the
286	286	corporation at the close of business on the last day of its tax period next
287	287	preceding the date of filing, but if any such corporation's tax period is
288	288	other than the calendar year it shall give notice thereof to the secretary of
289	289	state prior to December 31 of the year it commences such tax period.
290	290	(b) The report shall be filed biennially, as determined by the year that
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334	334	the professional corporation filed its formation documents. A professional
335	335	corporation that filed formation documents in an even-numbered year shall
336	336	file a report in each even-numbered year. A professional corporation that
337	337	filed formation documents in an odd-numbered year shall file a report in
338	338	each odd-numbered year. The report shall be filed after the close of the
339	339	professional corporation's tax period but not later than at the time
340	340	prescribed by law for filing the corporation's annual Kansas income tax
341	341	return.
342	342	(c) The report shall be made on a form provided by the secretary of
343	343	state, containing the following information:
344	344	(1) The names and addresses of all officers, directors and
345	345	shareholders name and postal address for each officer, director and
346	346	shareholder of the professional corporation;
347	347	(2) a statement that each officer, director and shareholder is or is not a
348	348	qualified person as defined in K.S.A. 17-2707, and amendments thereto,
349	349	and setting forth the date on which when any shares of the corporation
350	350	were no longer owned by a qualified person; and
351	351	(3) the amount of capital stock issued location of the principal office,
352	352	including the building and suite number, street name or rural route
353	353	number with box number, city, state and zip code.
354	354	(d) The report shall be signed by its president, secretary, treasurer or
355	355	other officer duly authorized so to act, or by any two of its directors, or by
356	356	an incorporator in the event the corporation's board of directors shall not
357	357	have been elected. The official title or position of the individual signing
358	358	the report shall be designated. The fact that an individual's name is signed
359	359	on such report shall be prima facie evidence that such individual is
360	360	authorized to sign the report on behalf of the corporation. The report shall
361	361	be subscribed by the person individual as true, under penalty of perjury.
362	362	Upon request by the regulatory board that licenses the shareholders
363	363	described in the report, a copy of the report shall be forwarded to the
364	364	regulatory board.
365	365	(e) At the time of filing its business entity information report, each
366	366	professional corporation shall pay the fee prescribed by K.S.A. 17-7503,
367	367	and amendments thereto.
368	368	Sec. 4. K.S.A. 2022 Supp. 17-4634 is hereby amended to read as
369	369	follows: 17-4634. (a) Every corporation organized under the electric
370	370	cooperative act of this state shall make a written business entity
371	371	information report to the secretary of state, stating the prescribed
372	372	information concerning the corporation at the close of business on the last
373	373	day of its tax period next preceding the date of filing, but if any such
374	374	corporation's tax period is other than the calendar year, it shall give notice
375	375	thereof to the secretary of state prior to December 31 of the year it
376	376	commences such tax period.
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420	420	(b) The report shall be filed biennially, as determined by the year that
421	421	the electric cooperative filed its formation documents. An electric
422	422	cooperative that filed formation documents in an even-numbered year shall
423	423	file a report in each even-numbered year. An electric cooperative that filed
424	424	formation documents in an odd-numbered year shall file a report in each
425	425	odd-numbered year. The report shall be filed after the close of the electric
426	426	cooperative's tax period but not later than the 15
427	427	th
428	428	day of the fourth month
429	429	following the close of the tax year of the electric cooperative.
430	430	(c) The report shall be made on a form provided by the secretary of
431	431	state, containing the following information:
432	432	(1) The name of the corporation;
433	433	(2) the location of the principal office, including the building and
434	434	suite number, street name or rural route number with box number, city,
435	435	state and zip code;
436	436	(3) the names and postal addresses of the president, secretary,
437	437	treasurer and all directors;
438	438	(4) the number of memberships issued; and
439	439	(5) the change or changes, if any, in the particulars made since the
440	440	last business entity information report.
441	441	(d) Such reports shall be signed by the president, vice-president vice
442	442	president or secretary of the corporation under penalty of perjury and
443	443	forwarded to the secretary of state.
444	444	(e) At the time of filing its business entity information report, each
445	445	such corporation shall pay a fee in an amount equal to $80, plus the
446	446	amount specified in rules and regulations of the secretary multiplied by the
447	447	number of tax periods included in the report.
448	448	Sec. 5. K.S.A. 2022 Supp. 17-4677 is hereby amended to read as
449	449	follows: 17-4677. (a) Every cooperative organized under the renewable
450	450	energy electric generation cooperative act shall make a written business
451	451	entity information report to the secretary of state, stating the prescribed
452	452	information concerning the cooperative at the close of business on the last
453	453	day of its tax period next preceding the date of filing, but if any such
454	454	cooperative's tax period is other than the calendar year, it shall give notice
455	455	thereof to the secretary of state prior to December 31 of the year it
456	456	commences such tax period.
457	457	(b) The report shall be filed biennially, as determined by the year that
458	458	the renewable energy electric generation cooperative filed its articles of
459	459	formation documents. A renewable energy electric generation cooperative
460	460	that filed formation documents in an even-numbered year shall file a report
461	461	in each even-numbered year. A renewable energy electric generation
462	462	cooperative that filed formation documents in an odd-numbered year shall
463	463	file a report in each odd-numbered year. The report shall be filed after the
464	464	close of the electric cooperative's tax period but not later than the 15
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466	466	day
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510	510	of the sixth month following the close of the tax year of the electric
511	511	cooperative.
512	512	(c) The report shall be made on a form provided by the secretary of
513	513	state, containing the following information:
514	514	(1) The name of the cooperative;
515	515	(2) the location of the principal office of the cooperative, including
516	516	the building and suite number, street name or rural route number with box
517	517	number, city, state and zip code;
518	518	(3) the names and postal addresses of the president, secretary,
519	519	treasurer and directors of the cooperative;
520	520	(4) the number of members of the cooperative; and
521	521	(5) the change or changes, if any, in the particulars made since the
522	522	last business entity information report.
523	523	(d) The report shall be dated, signed by the president, vice-president
524	524	vice president or secretary of the cooperative under penalty of perjury and
525	525	forwarded to the secretary of state.
526	526	(e) At the time of filing its business entity information report, the
527	527	cooperative shall pay a fee in an amount equal to $80, plus the amount
528	528	specified in rules and regulations of the secretary multiplied by the number
529	529	of tax periods included in the report.
530	530	Sec. 6. K.S.A. 2022 Supp. 17-6002 is hereby amended to read as
531	531	follows: 17-6002. (a) The articles of incorporation shall set forth:
532	532	(1) The name of the corporation pursuant to K.S.A. 2022 Supp. 17-
533	533	7918 and 17-7919, and amendments thereto, of the business entity
534	534	standard treatment act;
535	535	(2) the postal address of the corporation's registered office in this
536	536	state, which shall be stated in accordance with K.S.A. 2022 Supp. 17-
537	537	7924, and amendments thereto, and the name of its resident agent at such
538	538	address;
539	539	(3) the nature of the business or purposes to be conducted or
540	540	promoted. It shall be sufficient to state, either alone or with other
541	541	businesses or purposes, that the purpose of the corporation is to engage in
542	542	any lawful act or activity for which corporations may be organized under
543	543	the Kansas general corporation code, and by such statement all lawful acts
544	544	and activities shall be within the purposes of the corporation, except for
545	545	express limitations, if any;
546	546	(4) (A) if the corporation is to be authorized to issue only one class of
547	547	stock, the total number of shares of stock which that the corporation shall
548	548	have authority to issue and the par value of each of such shares, or a
549	549	statement that all such shares are to be without par value. If the
550	550	corporation is to be authorized to issue more than one class of stock, the
551	551	articles of incorporation shall set forth the total number of shares of all
552	552	classes of stock which that the corporation shall have authority to issue
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596	596	and the number of shares of each class, and shall specify each class the
597	597	shares of which are to be without par value, and each class the shares of
598	598	which are to have a par value and the par value of the shares of each such
599	599	class. The articles of incorporation shall also set forth a statement of the
600	600	designations and the powers, preferences and rights, and the qualifications,
601	601	limitations or restrictions thereof, which that are permitted by K.S.A. 17-
602	602	6401, and amendments thereto, in respect to any class or classes of stock
603	603	or any series of any class of stock of the corporation and the fixing of
604	604	which by the articles of incorporation is desired, and an express grant of
605	605	such authority as it may then be desired to grant to the board of directors to
606	606	fix by resolution or resolutions any thereof that may be desired but which
607	607	shall not be fixed by the articles of incorporation.
608	608	(B) (i) The foregoing provisions of this subsection shall not apply to
609	609	nonstock corporations. In the case of nonstock corporations, the fact that
610	610	they are not authorized to issue capital stock shall be stated in the articles
611	611	of incorporation. The conditions of membership, or other criteria for
612	612	identifying members, of nonstock corporations shall likewise be stated in
613	613	the articles of incorporation or the bylaws. Nonstock corporations shall
614	614	have members, but failure to have members shall not affect otherwise valid
615	615	corporate acts or work a forfeiture or dissolution of the corporation.
616	616	(ii) Nonstock corporations may provide for classes or groups of
617	617	members having relative rights, powers and duties, and may make
618	618	provision for the future creation of additional classes or groups of
619	619	members having such relative rights, powers and duties as may from time
620	620	to time be established, including rights, powers and duties senior to
621	621	existing classes and groups of members. Except as otherwise provided in
622	622	this code, nonstock corporations may also provide that any member or
623	623	class or group of members shall have full, limited or no voting rights or
624	624	powers, including that any member or class or group of members shall
625	625	have the right to vote on a specified transaction even if that member or
626	626	class or group of members does not have the right to vote for the election
627	627	of the members of the governing body of the corporation. Voting by
628	628	members of a nonstock corporation may be on a per capita, number,
629	629	financial interest, class, group or any other basis set forth.
630	630	(iii) The provisions referred to in paragraph (4)(B)(ii) may be set
631	631	forth in the articles of incorporation or the bylaws. If neither the articles of
632	632	incorporation nor the bylaws of a nonstock corporation state the conditions
633	633	of membership, or other criteria for identifying members, the members of
634	634	the corporation shall be deemed to be those entitled to vote for the election
635	635	of the members of the governing body pursuant to the articles of
636	636	incorporation or bylaws of such corporation or otherwise until thereafter
637	637	otherwise provided by the articles of incorporation or the bylaws;
638	638	(5) the name and mailing postal address of the incorporator or
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682	682	incorporators; and
683	683	(6) if the powers of the incorporator or incorporators are to terminate
684	684	upon the filing of the articles of incorporation, the names and mailing
685	685	postal addresses of the persons who are to serve as directors until the first
686	686	annual meeting of stockholders or until their successors are elected and
687	687	qualify.
688	688	(b) In addition to the matters required to be set forth in the articles of
689	689	incorporation by subsection (a), the articles of incorporation may also
690	690	contain any or all of the following matters:
691	691	(1) Any provision for the management of the business and for the
692	692	conduct of the affairs of the corporation, and any provision creating,
693	693	defining, limiting and regulating the sale or other disposition of stock and
694	694	the powers of the corporation, the directors and the stockholders, or any
695	695	class of the stockholders, or the governing body, members or any class or
696	696	group of members of a nonstock corporation, if such provisions are not
697	697	contrary to the laws of this state. Any provision which that is required or
698	698	permitted by any section of this code to be stated in the bylaws may be
699	699	stated instead in the articles of incorporation;
700	700	(2) the following provisions, in these words:
701	701	(A) For a corporation other than a nonstock corporation: "Whenever a
702	702	compromise or arrangement is proposed between this corporation and its
703	703	creditors or any class of them or between this corporation and its
704	704	stockholders or any class of them, any court of competent jurisdiction
705	705	within the state of Kansas, on the application in a summary way of this
706	706	corporation or of any creditor or stockholder thereof or on the application
707	707	of any receiver or receivers appointed for this corporation under K.S.A.
708	708	17-6901, and amendments thereto, or on the application of trustees in
709	709	dissolution or of any receiver or receivers appointed for this corporation
710	710	under the provisions of K.S.A. 17-6808 and 17-6901, and amendments
711	711	thereto, may order a meeting of the creditors or class of creditors, or of the
712	712	stockholders or class of stockholders of this corporation, as the case may
713	713	be, to be summoned in such manner as the court directs. If a majority in
714	714	number representing
715	715	3
716	716	/4 in value of the creditors or class of creditors, or of
717	717	the stockholders or class of stockholders of this corporation, as the case
718	718	may be, agree to any compromise or arrangement and to any
719	719	reorganization of this corporation as consequence of such compromise or
720	720	arrangement, such compromise or arrangement and such reorganization
721	721	shall, if sanctioned by the court to which the application has been made, be
722	722	binding on all the creditors or class of creditors, or on all the stockholders
723	723	or class of stockholders of this corporation, as the case may be, and also on
724	724	this corporation"; or
725	725	(B) for a nonstock corporation: "Whenever a compromise or
726	726	arrangement is proposed between this corporation and its creditors or any
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770	770	class of them or between this corporation and its members or any class of
771	771	them, any court of competent jurisdiction within the state of Kansas may,
772	772	on the application in a summary way of this corporation or of any creditor
773	773	or member thereof or on the application of any receiver or receivers
774	774	appointed for this corporation under K.S.A. 17-6901, and amendments
775	775	thereto, or on the application of trustees in dissolution or of any receiver or
776	776	receivers appointed for this corporation under the provisions of K.S.A. 17-
777	777	6808 and 17-6901, and amendments thereto, order a meeting of the
778	778	creditors or class or creditors, or of the members of class of members of
779	779	this corporation, as the case may be, to be summoned in such manner as
780	780	the court directs. If a majority in number representing
781	781	3
782	782	/4 in value of the
783	783	creditors or class of creditors, or of the members or class of members of
784	784	this corporation, as the case may be, agree to any compromise or
785	785	arrangement and to any reorganization of this corporation as consequence
786	786	of such compromise or arrangement, such compromise or arrangement and
787	787	such reorganization shall, if sanctioned by the court to which the
788	788	application has been made, be binding on all the creditors or class of
789	789	creditors, or on all the members or class of members, of this corporation,
790	790	as the case may be, and also on this corporation";
791	791	(3) such provisions as may be desired granting to the holders of the
792	792	stock of the corporation, or the holders of any class or series of a class
793	793	thereof, the preemptive right to subscribe to any or all additional issues of
794	794	stock of the corporation of any or all classes or series thereof, or to any
795	795	securities of the corporation convertible into such stock. No stockholder
796	796	shall have any preemptive right to subscribe to an additional issue of stock
797	797	or to any security convertible into such stock unless, and except to the
798	798	extent that, such right is expressly granted to such stockholder in the
799	799	articles of incorporation. All such rights in existence on July 1, 1972, shall
800	800	remain in existence unaffected by this paragraph unless and until changed
801	801	or terminated by appropriate action which that expressly provides for such
802	802	change or termination;
803	803	(4) provisions requiring for any corporate action, the vote of a larger
804	804	portion of the stock or of any class or series thereof, or of any other
805	805	securities having voting power, or a larger number of the directors, than is
806	806	required by this code;
807	807	(5) a provision limiting the duration of the corporation's existence to a
808	808	specified date; otherwise, the corporation shall have perpetual existence;
809	809	(6) a provision imposing personal liability for the debts of the
810	810	corporation on its stockholders to a specified extent and upon specified
811	811	conditions; otherwise, the stockholders of a corporation shall not be
812	812	personally liable for the payment of the corporation's debts except as they
813	813	may be liable by reason of their own conduct or acts;
814	814	(7) the manner of adoption, alteration and repeal of bylaws; and
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858	858	(8) a provision eliminating or limiting the personal liability of a
859	859	director to the corporation or its stockholders for monetary damages for
860	860	breach of fiduciary duty as a director, provided except that such provision
861	861	shall not eliminate or limit the liability of a director: (A) For any breach of
862	862	the director's duty of loyalty to the corporation or its stockholders; (B) for
863	863	acts or omissions not in good faith or which that involve intentional
864	864	misconduct or a knowing violation of law; (C) under the provisions of
865	865	K.S.A. 17-6424, and amendments thereto; or (D) for any transaction from
866	866	which the director derived an improper personal benefit. No such
867	867	provision shall eliminate or limit the liability of a director for any act or
868	868	omission occurring prior to the date when such provision becomes
869	869	effective. An amendment, repeal or elimination of such a provision shall
870	870	not affect its application with respect to an act or omission by a director
871	871	occurring before such amendment, repeal or elimination unless the
872	872	provision provides otherwise at the time of such act or omission. All
873	873	references in this subsection to a director also shall be deemed to refer to
874	874	such other person or persons, if any, who, pursuant to a provision of the
875	875	articles of incorporation in accordance with K.S.A. 17-6301(a), and
876	876	amendments thereto, exercise or perform any of the powers or duties
877	877	otherwise conferred or imposed upon the board of directors by this code.
878	878	(c) It shall not be necessary to set forth in the articles of incorporation
879	879	any of the powers conferred on corporations by this code.
880	880	(d) Except for provisions included pursuant to subsections (a)(1), (a)
881	881	(2), (a)(5), (a)(6), (b)(2), (b)(5), (b)(7) and (b)(8), and provisions included
882	882	pursuant to subsection (a)(4) specifying the classes, number of shares and
883	883	par value of shares a corporation, other than a nonstock corporation, is
884	884	authorized to issue, any provision of the articles of incorporation may be
885	885	made dependent upon facts ascertainable outside such instrument,
886	886	provided that the manner in which such facts shall operate upon the
887	887	provision is clearly and explicitly set forth in the provision. As used in this
888	888	subsection, the term "facts" includes, but is not limited to, the occurrence
889	889	of any event, including a determination or action by any person or body,
890	890	including the corporation.
891	891	(e) The articles of incorporation may shall not contain any provision
892	892	that would impose liability on a stockholder for the attorney fees or
893	893	expenses of the corporation or any other party in connection with an
894	894	internal corporate claim, as defined in K.S.A. 2022 Supp. 17-6015, and
895	895	amendments thereto.
896	896	Sec. 7. K.S.A. 2022 Supp. 17-6004 is hereby amended to read as
897	897	follows: 17-6004. The term "Articles of incorporation," as used in this
898	898	code, unless the context requires otherwise, includes not only the original
899	899	articles of incorporation filed to create a corporation, which includes
900	900	including the charter, articles of association and any other instrument by
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943	943	43 HB 2455 12
944	944	whatever name known which a corporation has been or may be lawfully
945	945	formed, but it also includes all other certificates, agreements of merger or
946	946	consolidation, plans of reorganization or other instruments, howsoever
947	947	however designated, which that are filed pursuant to K.S.A. 2022 Supp.
948	948	17-7910, and amendments thereto, or any other section of this code, the
949	949	business entity transactions act, K.S.A. 2022 Supp. 17-78-101 to 17-78-
950	950	607, and amendments thereto, or the business entity standard treatment
951	951	act, K.S.A. 2022 Supp. 17-7901 to 17-7939, and amendments thereto, and
952	952	which that have the effect of amending or supplementing in some respect a
953	953	corporation's original articles of incorporation.
954	954	Sec. 8. K.S.A. 2022 Supp. 17-6008 is hereby amended to read as
955	955	follows: 17-6008. (a) After the filing of the articles of incorporation, an
956	956	organization meeting of the incorporator or incorporators, or of the board
957	957	of directors if the initial directors were named in the articles of
958	958	incorporation, shall be held, either within or without this state, at the call
959	959	of a majority of the incorporators or directors, as the case may be, for the
960	960	purposes of:
961	961	(1) Adopting bylaws, unless a different provision is made in the
962	962	articles of incorporation for the adoption thereof;
963	963	(2) electing directors, if the meeting is of the incorporators, to serve
964	964	or hold office until the first annual meeting of stockholders or until their
965	965	successors are elected and qualify;
966	966	(3) electing officers if the meeting is of the directors;
967	967	(4) doing any other or further acts to perfect the organization of the
968	968	corporation; and
969	969	(5) transacting such other business as may come before the meeting.
970	970	(b) The persons calling the meeting shall give to each other
971	971	incorporator or director, as the case may be, at least two days' written
972	972	notice thereof in writing or by electronic transmission by any usual means
973	973	of communication, which and such notice shall state the time, place and
974	974	purposes of the meeting as fixed by the persons calling it. Notice of the
975	975	meeting need not be given to anyone who attends the meeting or who signs
976	976	a waiver of waives notice either before or after the meeting.
977	977	(c) (1) Unless otherwise restricted by the articles of incorporation:
978	978	(A) Any action permitted to be taken at the organization meeting of
979	979	the incorporators or directors, as the case may be, may be taken without a
980	980	meeting if each incorporator or director, where there is more than one, or
981	981	the sole incorporator or director where there is only one, signs an
982	982	instrument which states the action so taken consents thereto in writing or
983	983	by electronic transmission; and
984	984	(B) a consent may be documented, signed and delivered in any
985	985	manner permitted by section 1, and amendments thereto.
986	986	(2) Any person, whether or not then an incorporator or director, may
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1030	1030	provide, whether through instruction to an agent or otherwise, that a
1031	1031	consent to action will be effective at a future time, including a time
1032	1032	determined upon the happening of an event, not later than 60 days after
1033	1033	such instruction is given or such provision is made and such consent shall
1034	1034	be deemed to have been given for purposes of this subsection at such
1035	1035	effective time if such person is then an incorporator or director, as the
1036	1036	case may be, and did not revoke the consent prior to such time. Any such
1037	1037	consent shall be revocable prior to the time such consent becomes
1038	1038	effective.
1039	1039	(d) If any incorporator is not available to act, then any person for
1040	1040	whom or on whose behalf the incorporator was acting directly or indirectly
1041	1041	as employee or agent, may take action that such incorporator would have
1042	1042	been authorized to take under this section or K.S.A. 17-6007, and
1043	1043	amendments thereto, except that any instrument signed by such other
1044	1044	person, or any record of the proceedings of a meeting in which such
1045	1045	person participated, shall state that:
1046	1046	(1) Such incorporator is not available and the reason therefor;
1047	1047	(2) such incorporator was acting directly or indirectly as employee or
1048	1048	agent for or on behalf of such person; and
1049	1049	(3) such person's signature on such instrument or participation in such
1050	1050	meeting is otherwise authorized and not wrongful.
1051	1051	Sec. 9. K.S.A. 2022 Supp. 17-6010 is hereby amended to read as
1052	1052	follows: 17-6010. (a) The board of directors of any corporation may adopt
1053	1053	emergency bylaws, subject to repeal or change by action of the
1054	1054	stockholders that, which notwithstanding any different contrary provision
1055	1055	elsewhere in this code or in chapters 17 and 66 of the Kansas Statutes
1056	1056	Annotated, and amendments thereto, or in the articles of incorporation or
1057	1057	bylaws, shall be operative during any emergency resulting from an attack
1058	1058	on the United States or on a locality in which where the corporation
1059	1059	conducts its business or customarily holds meetings of its board of
1060	1060	directors or its stockholders, or during any nuclear or atomic disaster, or
1061	1061	during the existence of any catastrophe, including, but not limited to, an
1062	1062	epidemic or pandemic, a declaration of a national emergency by the
1063	1063	United States government or other similar emergency condition, as a result
1064	1064	of which irrespective of whether a quorum of the board of directors or a
1065	1065	standing committee thereof cannot can readily be convened for action. The
1066	1066	emergency bylaws contemplated by this section may be adopted by the
1067	1067	board of directors or, if a quorum cannot be readily convened for a
1068	1068	meeting, by a majority of the directors present. The emergency bylaws
1069	1069	may make any provision that may be practical and necessary for the
1070	1070	circumstances of the emergency, including provisions that:
1071	1071	(1) A meeting of the board of directors or a committee thereof may be
1072	1072	called by any officer or director in such manner and under such conditions
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1115	1115	43 HB 2455 14
1116	1116	as shall be prescribed in the emergency bylaws;
1117	1117	(2) the director or directors in attendance at the meeting, or any
1118	1118	greater number fixed by the emergency bylaws, shall constitute a quorum;
1119	1119	and
1120	1120	(3) the officers or other persons designated on a list approved by the
1121	1121	board of directors before the emergency, all in such order of priority and
1122	1122	subject to such conditions and for such period of time, not longer than
1123	1123	reasonably necessary after the termination of the emergency, as may be
1124	1124	provided in the emergency bylaws or in the resolution approving the list,
1125	1125	shall be deemed directors for such meeting, to the extent required to
1126	1126	provide a quorum at any meeting of the board of directors.
1127	1127	(b) The board of directors, either before or during any such
1128	1128	emergency, may provide, and from time to time modify, lines of
1129	1129	succession in the event that during such emergency any or all officers or
1130	1130	agents of the corporation shall be rendered incapable of discharging their
1131	1131	duties for any reason.
1132	1132	(c) The board of directors, either before or during any such
1133	1133	emergency, may change the head office or designate several alternative
1134	1134	head offices or regional offices, or authorize the offices so to do, effective
1135	1135	in the emergency.
1136	1136	(d) No officer, director or employee acting in accordance with any
1137	1137	emergency bylaws shall be liable except for willful misconduct.
1138	1138	(e) To the extent not inconsistent with any emergency bylaws so
1139	1139	adopted, the bylaws of the corporation shall remain in effect during any
1140	1140	emergency, and upon its termination the emergency bylaws shall cease to
1141	1141	be operative.
1142	1142	(f) Unless otherwise provided in emergency bylaws, notice of any
1143	1143	meeting of the board of directors during such an emergency may be given
1144	1144	only to such of the directors as it may be feasible to reach at the time and
1145	1145	by such means as may be feasible at the time, including publication or
1146	1146	radio.
1147	1147	(g) To the extent required to constitute a quorum at any meeting of
1148	1148	the board of directors during such an emergency, and unless otherwise
1149	1149	provided in emergency bylaws, the officers of the corporation who are
1150	1150	present shall be deemed, in order of rank and within the same rank in order
1151	1151	of seniority, directors for such meeting.
1152	1152	(h) Nothing contained in this section shall be deemed exclusive of
1153	1153	any other provisions for emergency powers consistent with other sections
1154	1154	of this code which that have been or may be adopted by corporations
1155	1155	created under the provisions of this code.
1156	1156	(i) During any emergency condition of a type described in subsection
1157	1157	(a), the board of directors or, if a quorum cannot be readily convened for a
1158	1158	meeting, a majority of the directors present may:
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1170	1170	12
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1184	1184	26
1185	1185	27
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1189	1189	31
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1193	1193	35
1194	1194	36
1195	1195	37
1196	1196	38
1197	1197	39
1198	1198	40
1199	1199	41
1200	1200	42
1201	1201	43 HB 2455 15
1202	1202	(1) Take any action that the board determines to be practical and
1203	1203	necessary to address the circumstances of such emergency condition with
1204	1204	respect to a meeting of stockholders of the corporation notwithstanding
1205	1205	any provision to the contrary in this code or in the articles of
1206	1206	incorporation or bylaws, including, but not limited to:
1207	1207	(A) Postponing any such meeting to a later time or date, with the
1208	1208	record date for determining the stockholders entitled to notice of, and to
1209	1209	vote at, such meeting applying to the postponed meeting irrespective of
1210	1210	K.S.A. 17-6503, and amendments thereto; and
1211	1211	(B) with respect to a corporation subject to the reporting
1212	1212	requirements of 15 U.S.C. §§ 78m(a) or 78o(d) and the rules and
1213	1213	regulations promulgated thereunder, notifying stockholders of any
1214	1214	postponement or a change of the place of the meeting, or a change to hold
1215	1215	the meeting solely by means of remote communication, solely by a
1216	1216	document publicly filed by the corporation with the securities and
1217	1217	exchange commission pursuant to 15 U.S.C. §§ 78m, 78n or 78o(d) and
1218	1218	the rules and regulations promulgated thereunder; and
1219	1219	(2) with respect to any dividend that has been declared as to which
1220	1220	the record date has not occurred, change each of the record date and
1221	1221	payment date to a later date or dates, if the changed payment date is not
1222	1222	more than 60 days after the record date as changed. In either case, the
1223	1223	corporation must give notice of such change to stockholders as promptly
1224	1224	as practicable thereafter, and in any event before the record date then in
1225	1225	effect, and such notice, in the case of a corporation subject to the
1226	1226	reporting requirements of 15 U.S.C. §§ 78m(a) or 78o(d) and the rules
1227	1227	and regulations promulgated thereunder, may be given solely by a
1228	1228	document publicly filed with the securities and exchange commission
1229	1229	pursuant to 15 U.S.C. §§ 78m, 78n or 78o(d) and the rules and regulations
1230	1230	promulgated thereunder. No person shall be liable, and no meeting of
1231	1231	stockholders shall be postponed or voided, for the failure to make a
1232	1232	stocklist available pursuant to K.S.A. 17-6509, and amendments thereto, if
1233	1233	it was not practicable to allow inspection during any such emergency
1234	1234	condition.
1235	1235	Sec. 10. K.S.A. 2022 Supp. 17-6011 is hereby amended to read as
1236	1236	follows: 17-6011. (a) Any civil action to interpret, apply, enforce or
1237	1237	determine the validity of the provisions of the following may be brought in
1238	1238	the district court, except to the extent that a statute confers exclusive
1239	1239	jurisdiction on a court, agency or tribunal other than the district court:
1240	1240	(1) The articles of incorporation or the bylaws of a corporation;
1241	1241	(2) any instrument, document or agreement:
1242	1242	(A) By which a corporation creates or sells, or offers to create or sell,
1243	1243	any of its stock, or any rights or options respecting its stock;
1244	1244	(B) to which a corporation and one or more holders of its stock are
1245	1245	1
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1247	1247	3
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1249	1249	5
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1251	1251	7
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1258	1258	14
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1260	1260	16
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1273	1273	29
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1275	1275	31
1276	1276	32
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1278	1278	34
1279	1279	35
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1281	1281	37
1282	1282	38
1283	1283	39
1284	1284	40
1285	1285	41
1286	1286	42
1287	1287	43 HB 2455 16
1288	1288	parties, and pursuant to which any such holder or holders sell or offer to
1289	1289	sell any such stock; or
1290	1290	(C) by which a corporation agrees to sell, lease or exchange any of
1291	1291	its property or assets, and such instrument, document or agreement
1292	1292	provides that one or more holders of its stock approve of or consent to
1293	1293	such sale, lease or exchange;
1294	1294	(3) any written restrictions on the transfer, registration of transfer or
1295	1295	ownership of securities under K.S.A. 17-6426, and amendments thereto;
1296	1296	(4) any proxy under K.S.A. 17-6502 or 17-6505, and amendments
1297	1297	thereto;
1298	1298	(5) any voting trust or other voting agreement under K.S.A. 17-6508,
1299	1299	and amendments thereto;
1300	1300	(6) any agreement, certificate of merger or consolidation, or
1301	1301	certificate of ownership and merger governed by K.S.A. 17-6701 through
1302	1302	17-6703 or 17-6705 through 17-6708, and amendments thereto;
1303	1303	(7) any certificate of conversion under K.S.A. 17-6713, and
1304	1304	amendments thereto; or
1305	1305	(8) any other instrument, document, agreement or certificate required
1306	1306	by any provision of this code.
1307	1307	(b) Any civil action to interpret, apply or enforce any provision of
1308	1308	this code may be brought in the district court.
1309	1309	(c) This section shall be part of and supplemental to article 60 of
1310	1310	chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
1311	1311	Sec. 11. K.S.A. 2022 Supp. 17-6014 is hereby amended to read as
1312	1312	follows: 17-6014. (a) Except as otherwise provided in subsections (b) and
1313	1313	(c), the provisions of the Kansas general corporation code shall apply to
1314	1314	nonstock corporations in the manner specified in this subsection:
1315	1315	(1) All references to stockholders of the corporation shall be deemed
1316	1316	to refer to members of the corporation;
1317	1317	(2) all references to the board of directors of the corporation shall be
1318	1318	deemed to refer to the governing body of the corporation;
1319	1319	(3) all references to directors or to members of the board of directors
1320	1320	of the corporation shall be deemed to refer to members of the governing
1321	1321	body of the corporation; and
1322	1322	(4) all references to stock, capital stock, or shares thereof of a
1323	1323	corporation authorized to issue capital stock shall be deemed to refer to
1324	1324	memberships of a nonprofit nonstock corporation and to membership
1325	1325	interests of any other nonstock corporation.
1326	1326	(b) Subsection (a) shall not apply to:
1327	1327	(1) K.S.A. 17-6002(a)(4), (b)(1) and (b)(2), 17-6009(a), 17-6301, 17-
1328	1328	6404, 17-6505, 17-6518, 17-6520(b), 17-6601, 17-6602, 17-6703, 17-
1329	1329	6705, 17-6706, 17-6707, 17-6708, 17-6801, 17-6805, 17-6805a, 17-7001,
1330	1330	17-7002, 17-7503(c)(4) and (d)(4), 17-7504, and 17-7505(c)(4) and (d)(4)
1331	1331	1
1332	1332	2
1333	1333	3
1334	1334	4
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1336	1336	6
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1339	1339	9
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1343	1343	13
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1358	1358	28
1359	1359	29
1360	1360	30
1361	1361	31
1362	1362	32
1363	1363	33
1364	1364	34
1365	1365	35
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1368	1368	38
1369	1369	39
1370	1370	40
1371	1371	41
1372	1372	42
1373	1373	43 HB 2455 17
1374	1374	and 17-7514(c), and amendments thereto, and K.S.A. 2022 Supp. 17-6014,
1375	1375	and amendments thereto, that apply to nonstock corporations by their
1376	1376	terms;
1377	1377	(2) K.S.A. 17-6002(e), the last sentence of 17-6009(b), 17-6401, 17-
1378	1378	6402, 17-6403, 17-6405, 17-6406, 17-6407(d), 17-6408, 17-6411, 17-
1379	1379	6412, 17-6413, 17-6414, 17-6415, 17-6416, 17-6417, 17-6418, 17-6501,
1380	1380	17-6502, 17-6503, 17-6504, 17-6506, 17-6509, 17-6512, 17-6521, 17-
1381	1381	6603, 17-6604, 17-6701, 17-6702, 17-6803 and 17-6804, and amendments
1382	1382	thereto, and K.S.A. 2022 Supp. 17-6427, 17-6428, 17-6429 and 17-72a04,
1383	1383	and amendments thereto; and
1384	1384	(3) articlearticles 72 and article 73 of chapter 17 of the Kansas
1385	1385	Statutes Annotated, and amendments thereto.
1386	1386	(c) In the case of a nonprofit nonstock corporation, subsection (a)
1387	1387	shall not apply to:
1388	1388	(1) The sections and articles listed in subsection (b);
1389	1389	(2) K.S.A. 17-6002(b)(3), 17-6304(a)(2), 17-6507, 17-6508, 17-6712,
1390	1390	17-7503, 17-7505, and 17-7509 and 17-7511, and amendments thereto,
1391	1391	and K.S.A. 2022 Supp. 17-6011(a)(2) and (a)(3), and amendments thereto;
1392	1392	and
1393	1393	(3) article 64 of chapter 17 of the Kansas Statutes Annotated, and
1394	1394	amendments thereto, other than K.S.A. 17-6428 and 17-6429, and
1395	1395	amendments thereto, and K.S.A. 2022 Supp. 17-72a01 through 17-72a09,
1396	1396	and amendments thereto.
1397	1397	(d) For purposes of the Kansas general corporation code:
1398	1398	(1) A "charitable nonstock corporation" is any nonprofit nonstock
1399	1399	corporation that is exempt from taxation under § 501(c)(3) of the federal
1400	1400	internal revenue code of 1986, 26 U.S.C. § 501(c)(3);
1401	1401	(2) a "membership interest" is, unless otherwise provided in a
1402	1402	nonstock corporation's articles of incorporation, a member's share of the
1403	1403	profits and losses of a nonstock corporation, or a member's right to receive
1404	1404	distributions of the nonstock corporation's assets, or both;
1405	1405	(3) a "nonprofit nonstock corporation" is a nonstock corporation that
1406	1406	does not have membership interests; and
1407	1407	(4) a "nonstock corporation" is any corporation organized under the
1408	1408	Kansas general corporation code that is not authorized to issue capital
1409	1409	stock.
1410	1410	Sec. 12. K.S.A. 2022 Supp. 17-6301 is hereby amended to read as
1411	1411	follows: 17-6301. (a) The business and affairs of every corporation
1412	1412	organized under this code shall be managed by or under the direction of a
1413	1413	board of directors, except as may be otherwise provided in this code or in
1414	1414	the articles of incorporation. If any such provision is made in the articles
1415	1415	of incorporation, the powers and duties conferred or imposed upon the
1416	1416	board of directors by this code shall be exercised or performed to such
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1418	1418	2
1419	1419	3
1420	1420	4
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1456	1456	40
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1458	1458	42
1459	1459	43 HB 2455 18
1460	1460	extent and by such person or persons as shall be provided in the articles of
1461	1461	incorporation.
1462	1462	(b) The board of directors of a corporation shall consist of one or
1463	1463	more members, each of whom shall be a natural person. The number of
1464	1464	directors shall be fixed by, or in the manner provided in, the bylaws, unless
1465	1465	the articles of incorporation fixes the number of directors, in which case a
1466	1466	change in the number of directors shall be made only by amendment of the
1467	1467	articles. Directors need not be stockholders unless so required by the
1468	1468	articles of incorporation or the bylaws. The articles of incorporation or
1469	1469	bylaws may prescribe other qualifications for directors. Each director shall
1470	1470	hold office until such director's successor is elected and qualified or until
1471	1471	such director's earlier resignation or removal. Any director may resign at
1472	1472	any time upon notice given in writing or by electronic transmission to the
1473	1473	corporation. A resignation is effective when the resignation is delivered
1474	1474	unless the resignation specifies a later effective date or an effective date
1475	1475	determined upon the happening of an event or events. A resignation which
1476	1476	that is conditioned upon the director failing to receive a specified vote for
1477	1477	reelection as a director may provide that it is irrevocable. A majority of the
1478	1478	total number of directors shall constitute a quorum for the transaction of
1479	1479	business unless the articles of incorporation or the bylaws require a greater
1480	1480	number. Unless the articles of incorporation provide otherwise, the bylaws
1481	1481	may provide that a number less than a majority shall constitute a quorum
1482	1482	which that in no case shall be less than
1483	1483	1
1484	1484	/3 of the total number of directors
1485	1485	except that when a board of one director is authorized under this section,
1486	1486	then one director shall constitute a quorum. The vote of the majority of the
1487	1487	directors present at a meeting at which a quorum is present shall be the act
1488	1488	of the board of directors unless the articles of incorporation or the bylaws
1489	1489	shall require a vote of a greater number.
1490	1490	(c) (1) All corporations incorporated prior to July 1, 2004, shall be
1491	1491	governed by subsection (c)(2), except that any such corporation may by a
1492	1492	resolution adopted by a majority of the whole board elect to be governed
1493	1493	by subsection (c)(3), in which case subsection (c)(2) shall not apply to
1494	1494	such corporation. All corporations incorporated on or after July 1, 2004,
1495	1495	shall be governed by subsection (c)(3).
1496	1496	(2) The board of directors may, by resolution passed by a majority of
1497	1497	the whole board, designate one or more committees, each committee to
1498	1498	consist of one or more of the directors of the corporation. The board may
1499	1499	designate one or more directors as alternate members of any committee,
1500	1500	who may replace any absent or disqualified member at any meeting of the
1501	1501	committee. The bylaws may provide that in the absence or disqualification
1502	1502	of a member of a committee, the member or members present at any
1503	1503	meeting and not disqualified from voting, whether or not the member or
1504	1504	members present constitute a quorum, may unanimously appoint another
1505	1505	1
1506	1506	2
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1544	1544	40
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1547	1547	43 HB 2455 19
1548	1548	member of the board of directors to act at the meeting in the place of any
1549	1549	such absent or disqualified member. Any such committee, to the extent
1550	1550	provided in the resolution of the board of directors, or in the bylaws of the
1551	1551	corporation, shall have and may exercise all the powers and authority of
1552	1552	the board of directors in the management of the business and affairs of the
1553	1553	corporation, and may authorize the seal of the corporation to be affixed to
1554	1554	all papers which that may require it, but no such committee shall have the
1555	1555	power or authority in reference to:
1556	1556	(A) Amending the articles of incorporation, except that a committee
1557	1557	may, to the extent authorized in the resolution or resolutions providing for
1558	1558	the issuance of shares of stock adopted by the board of directors as
1559	1559	provided in K.S.A. 17-6401, and amendments thereto, fix the designations
1560	1560	and any of the preferences or rights of such shares relating to dividends,
1561	1561	redemption, dissolution, any distribution of assets of the corporation or the
1562	1562	conversion into, or the exchange of such shares for, shares of any other
1563	1563	class or classes or any other series of the same or any other class or classes
1564	1564	of stock of the corporation or fix the number of shares of any series of
1565	1565	stock or authorize the increase or decrease of the shares of any series;
1566	1566	(B) adopting an agreement of merger or consolidation pursuant to
1567	1567	K.S.A. 17-6701 or 17-6702, and amendments thereto, recommending to
1568	1568	the stockholders the sale, lease or exchange of all or substantially all of the
1569	1569	corporation's property and assets, recommending to the stockholders a
1570	1570	dissolution of the corporation or a revocation of a dissolution, or amending
1571	1571	the bylaws of the corporation; or
1572	1572	(C) unless the resolution, bylaws or articles of incorporation
1573	1573	expressly so provides, no such committee shall have the power or
1574	1574	authority to declare a dividend, to authorize the issuance of stock or to
1575	1575	adopt a certificate of ownership and merger pursuant to K.S.A. 17-6703,
1576	1576	and amendments thereto.
1577	1577	(3) The board of directors may designate one or more committees,
1578	1578	each committee to consist of one or more of the directors of the
1579	1579	corporation. The board may designate one or more directors as alternate
1580	1580	members of any committee, who may replace any absent or disqualified
1581	1581	member at any meeting of the committee. The bylaws may provide that in
1582	1582	the absence or disqualification of a member of a committee, the member or
1583	1583	members present at any meeting and not disqualified from voting, whether
1584	1584	or not such member or members constitute a quorum, may unanimously
1585	1585	appoint another member of the board of directors to act at the meeting in
1586	1586	the place of any such absent or disqualified member. Any such committee,
1587	1587	to the extent provided in the resolution of the board of directors, or in the
1588	1588	bylaws of the corporation, shall have and may exercise all the powers and
1589	1589	authority of the board of directors in the management of the business and
1590	1590	affairs of the corporation, and may authorize the seal of the corporation to
1591	1591	1
1592	1592	2
1593	1593	3
1594	1594	4
1595	1595	5
1596	1596	6
1597	1597	7
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1599	1599	9
1600	1600	10
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1630	1630	40
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1632	1632	42
1633	1633	43 HB 2455 20
1634	1634	be affixed to all papers which that may require it, but no such committee
1635	1635	shall have the power or authority in reference to the following matters:
1636	1636	(A) Approving or adopting, or recommending to the stockholders,
1637	1637	any action or matter, other than the election or removal of directors,
1638	1638	expressly required by this code to be submitted to stockholders for
1639	1639	approval; or
1640	1640	(B) adopting, amending or repealing any bylaw of the corporation.
1641	1641	(4) Unless otherwise provided in the articles of incorporation, the
1642	1642	bylaws or the resolution of the board of directors designating the
1643	1643	committee, a committee may create one or more subcommittees, each
1644	1644	subcommittee to consist of one or more members of the committee, and
1645	1645	delegate to a subcommittee any or all of the powers and authority of the
1646	1646	committee. Except for references to subcommittees of committees in this
1647	1647	subsection, every reference in the code to a committee of the board of
1648	1648	directors or a member of a committee shall be deemed to include a
1649	1649	reference to a subcommittee or member of a subcommittee.
1650	1650	(5) A majority of the directors then serving on a committee of the
1651	1651	board of directors or a subcommittee of a committee shall constitute a
1652	1652	quorum for the transaction of business by the committee or subcommittee
1653	1653	unless the articles of incorporation, the bylaws, a resolution of the board
1654	1654	of directors or a resolution of a committee that created the subcommittee
1655	1655	requires a greater or lesser number, except that in no case shall a quorum
1656	1656	be less than
1657	1657	1
1658	1658	/3 of the directors then serving on the committee or
1659	1659	subcommittee. The vote of a majority of the members of a committee or
1660	1660	subcommittee present at a meeting at which a quorum is present shall be
1661	1661	the act of the committee or subcommittee unless the articles of
1662	1662	incorporation, the bylaws, a resolution of the board of directors or a
1663	1663	resolution of a committee that created the subcommittee requires a greater
1664	1664	number.
1665	1665	(d) The directors of any corporation organized under this code may
1666	1666	be divided into one, two or three classes by the articles of incorporation or
1667	1667	by an initial bylaw, or by a bylaw adopted by a vote of the stockholders;
1668	1668	the term of office of those of the first class to expire at the first annual
1669	1669	meeting held after such classification becomes effective; of the second
1670	1670	class one year thereafter; of the third class two years thereafter; and at each
1671	1671	annual election held after such classification becomes effective, directors
1672	1672	shall be chosen for a full term, as the case may be, to succeed those whose
1673	1673	terms expire. The articles of incorporation or bylaw provision dividing the
1674	1674	directors into classes may authorize the board of directors to assign
1675	1675	members of the board already in office to such classes at the time such
1676	1676	classification becomes effective. The articles of incorporation may confer
1677	1677	upon holders of any class or series of stock the right to elect one or more
1678	1678	directors who shall serve for such term, and have such voting powers as
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1722	1722	shall be stated in the articles of incorporation. The terms of office and
1723	1723	voting powers of the directors elected separately by the holders of any
1724	1724	class or series of stock may be greater than or less than those of any other
1725	1725	director or class of directors. In addition, the articles of incorporation may
1726	1726	confer upon one or more directors, whether or not elected separately by the
1727	1727	holders of any class or series of stock, voting powers greater than or less
1728	1728	than those of other directors. Any such provision conferring greater or
1729	1729	lesser voting power shall apply to voting in any committee or
1730	1730	subcommittee, unless otherwise provided in the articles of incorporation or
1731	1731	bylaws. If the articles of incorporation provide that one or more directors
1732	1732	shall have more or less than one vote per director on any matter, every
1733	1733	reference in this code to a majority or other proportion of the directors
1734	1734	shall refer to a majority or other proportion of the votes of the directors.
1735	1735	(e) A member of the board of directors, or a member of any
1736	1736	committee designated by the board of directors, shall, in the performance
1737	1737	of such member's duties, be fully protected in relying in good faith upon
1738	1738	the records of the corporation and upon such information, opinions, reports
1739	1739	or statements presented to the corporation by any of the corporation's
1740	1740	officers or employees, or committees of the board of directors, or by any
1741	1741	other person as to matters the member reasonably believes are within such
1742	1742	other person's professional or expert competence and who has been
1743	1743	selected with reasonable care by or on behalf of the corporation.
1744	1744	(f) (1) Unless otherwise restricted by the articles of incorporation or
1745	1745	bylaws,:
1746	1746	(A) Any action required or permitted to be taken at any meeting of the
1747	1747	board of directors or of any committee thereof may be taken without a
1748	1748	meeting if all members of the board or committee, as the case may be,
1749	1749	consent thereto in writing or by electronic transmission, and the writing or
1750	1750	writings or electronic transmission or transmissions are filed with the
1751	1751	minutes of proceedings of the board or committee. Such filing shall be in
1752	1752	paper form if the minutes are maintained in paper form and shall be in
1753	1753	electronic form if the minutes are maintained in electronic form; and
1754	1754	(B) a consent may be documented, signed and delivered in any
1755	1755	manner permitted by section 1, and amendments thereto.
1756	1756	(2) Any person, whether or not then a director, may provide, whether
1757	1757	through instruction to an agent or otherwise, that a consent to action will
1758	1758	be effective at a future time, including a time determined upon the
1759	1759	happening of an event, no later than 60 days after such instruction is given
1760	1760	or such provision is made and such consent shall be deemed to have been
1761	1761	given for purposes of this subsection at such effective time so long as such
1762	1762	person is then a director and did not revoke the consent prior to such time.
1763	1763	Any such consent shall be revocable prior to its becoming effective such
1764	1764	effective time. After an action is taken, the consent or consents relating
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1808	1808	thereto shall be filed with the minutes of the proceedings of the board of
1809	1809	directors, or the committee thereof, in the same paper or electronic form
1810	1810	as the minutes are maintained.
1811	1811	(g) Unless otherwise restricted by the articles of incorporation or
1812	1812	bylaws, the board of directors of any corporation organized under this code
1813	1813	may hold its meetings, and have an office or offices, outside of this state.
1814	1814	(h) Unless otherwise restricted by the articles of incorporation or
1815	1815	bylaws, the board of directors shall have the authority to fix the
1816	1816	compensation of directors.
1817	1817	(i) Unless otherwise restricted by the articles of incorporation or
1818	1818	bylaws, members of the board of directors of any corporation, or any
1819	1819	committee designated by the board, may participate in a meeting of such
1820	1820	board, or committee by means of conference telephone or other
1821	1821	communications equipment by means of which all persons participating in
1822	1822	the meeting can hear each other, and participation in a meeting pursuant to
1823	1823	this subsection shall constitute presence in person at the meeting.
1824	1824	(j) The articles of incorporation of any nonstock corporation may
1825	1825	provide that less than
1826	1826	1
1827	1827	/3 of the members of the governing body may
1828	1828	constitute a quorum thereof and may otherwise provide that the business
1829	1829	and affairs of the corporation shall be managed in a manner different from
1830	1830	that provided in this section. Except as may be otherwise provided by the
1831	1831	articles of incorporation, this section shall apply to such a corporation, and
1832	1832	when so applied, all references to:
1833	1833	(1) The board of directors, to members thereof and to stockholders
1834	1834	shall be deemed to refer to the governing body of the corporation, the
1835	1835	members thereof and the members of the corporation, respectively; and
1836	1836	(2) stock, capital stock or shares thereof shall be deemed to refer to
1837	1837	memberships of a nonprofit nonstock corporation and to membership
1838	1838	interests of any other nonstock corporation.
1839	1839	(k) (1) Any director or the entire board of directors may be removed,
1840	1840	with or without cause, by the holders of a majority of the shares then
1841	1841	entitled to vote at an election of directors, except as follows:
1842	1842	(1)(A) Unless the articles of incorporation otherwise provides, in the
1843	1843	case of a corporation whose board is classified as provided in subsection
1844	1844	(d), stockholders may effect such removal only for cause; or
1845	1845	(2)(B) in the case of a corporation having cumulative voting, if less
1846	1846	than the entire board is to be removed, no director may be removed
1847	1847	without cause if the votes cast against such director's removal would be
1848	1848	sufficient to elect such director if then cumulatively voted at an election of
1849	1849	the entire board of directors, or, if there be classes of directors, at an
1850	1850	election of the class of directors of which such director is a part.
1851	1851	(2) Whenever the holders of any class or series are entitled to elect
1852	1852	one or more directors by the articles of incorporation, this subsection shall
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1896	1896	apply, in respect to the removal without cause of a director or directors so
1897	1897	elected, to the vote of the holders of the outstanding shares of that class or
1898	1898	series and not to the vote of the outstanding shares as a whole.
1899	1899	Sec. 13. K.S.A. 2022 Supp. 17-6305 is hereby amended to read as
1900	1900	follows: 17-6305. (a) A corporation shall have power to indemnify any
1901	1901	person who was or is a party or is threatened to be made a party to any
1902	1902	threatened, pending or completed action, suit or proceeding, whether civil,
1903	1903	criminal, administrative or investigative, other than an action by or in the
1904	1904	right of the corporation, by reason of the fact that the person is or was a
1905	1905	director, officer, employee or agent of the corporation, or is or was serving
1906	1906	at the request of the corporation as a director, officer, employee or agent of
1907	1907	another corporation, partnership, joint venture, trust or other enterprise,
1908	1908	against expenses, including attorney fees, judgments, fines and amounts
1909	1909	paid in settlement actually and reasonably incurred by the person in
1910	1910	connection with such action, suit or proceeding if the person acted in good
1911	1911	faith and in a manner the person reasonably believed to be in or not
1912	1912	opposed to the best interests of the corporation, and, with respect to any
1913	1913	criminal action or proceeding, had no reasonable cause to believe the
1914	1914	person's conduct was unlawful. The termination of any action, suit or
1915	1915	proceeding by judgment, order, settlement, conviction, or upon a plea of
1916	1916	nolo contendere or its equivalent, shall not, of itself, create a presumption
1917	1917	that the person did not act in good faith and in a manner which that the
1918	1918	person reasonably believed to be in or not opposed to the best interests of
1919	1919	the corporation, and, with respect to any criminal action or proceeding,
1920	1920	had reasonable cause to believe that the person's conduct was unlawful.
1921	1921	(b) A corporation shall have power to indemnify any person who was
1922	1922	or is a party or is threatened to be made a party to any threatened, pending
1923	1923	or completed action or suit by or in the right of the corporation to procure
1924	1924	a judgment in its favor by reason of the fact that the person is or was a
1925	1925	director, officer, employee or agent of the corporation, or is or was serving
1926	1926	at the request of the corporation as a director, officer, employee or agent of
1927	1927	another corporation, partnership, joint venture, trust or other enterprise
1928	1928	against expenses, including attorney fees, actually and reasonably incurred
1929	1929	by the person in connection with the defense or settlement of such action
1930	1930	or suit if the person acted in good faith and in a manner the person
1931	1931	reasonably believed to be in or not opposed to the best interests of the
1932	1932	corporation and except that no indemnification shall be made in respect of
1933	1933	any claim, issue or matter as to which such person shall have been
1934	1934	adjudged to be liable to the corporation unless and only to the extent that
1935	1935	the district court or the court in which where such action or suit was
1936	1936	brought shall determine upon application that, despite the adjudication of
1937	1937	liability but in view of all the circumstances of the case, such person is
1938	1938	fairly and reasonably entitled to indemnity for such expenses which that
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1982	1982	the district court or such other court shall deem proper.
1983	1983	(c) (1) To the extent that a present or former director or officer of a
1984	1984	corporation has been successful on the merits or otherwise in defense of
1985	1985	any action, suit or proceeding referred to in subsections (a) and (b), or in
1986	1986	defense of any claim, issue or matter therein, such person shall be
1987	1987	indemnified against expenses, including attorney fees, actually and
1988	1988	reasonably incurred by such person in connection therewith with such
1989	1989	defense. For indemnification with respect to any act or omission occurring
1990	1990	after June 30, 2023, references to "officer" for purposes of this subsection
1991	1991	shall mean only an officer of the corporation who:
1992	1992	(A) Is or was the president, chief executive officer, chief operating
1993	1993	officer, chief financial officer, chief legal officer, controller, treasurer or
1994	1994	chief accounting officer of the corporation; or
1995	1995	(B) is or was identified in the corporation's public filings with the
1996	1996	United States securities and exchange commission because such person is
1997	1997	or was one of the most highly compensated executive officers of the
1998	1998	corporation.
1999	1999	(2) The corporation may indemnify any other person who is not a
2000	2000	present or former director or officer of the corporation against expenses,
2001	2001	including attorney fees, actually and reasonably incurred by such person
2002	2002	to the extent such person has been successful on the merits or otherwise in
2003	2003	defense of any action, suit or proceeding referred to in subsections (a) and
2004	2004	(b) or in defense of any claim, issue or matter therein.
2005	2005	(d) Any indemnification under subsections (a) and (b), unless ordered
2006	2006	by a court, shall be made by the corporation only as authorized in the
2007	2007	specific case upon a determination that indemnification of the present or
2008	2008	former director, officer, employee or agent is proper in the circumstances
2009	2009	because the person has met the applicable standard of conduct set forth in
2010	2010	subsections (a) and (b). Such determination shall be made, with respect to
2011	2011	a person who is a director or officer of the corporation at the time of such
2012	2012	determination:
2013	2013	(1) By a majority vote of the directors who are not parties to such
2014	2014	action, suit or proceeding, even though less than a quorum;
2015	2015	(2) by a committee of such directors designated by majority vote of
2016	2016	such directors, even though less than a quorum;
2017	2017	(3) if there are no such directors, or if such directors so direct, by
2018	2018	independent legal counsel in a written opinion; or
2019	2019	(4) by the stockholders.
2020	2020	(e) Expenses, including attorney fees, incurred by an officer or
2021	2021	director of the corporation in defending any civil, criminal, administrative
2022	2022	or investigative action, suit or proceeding may be paid by the corporation
2023	2023	in advance of the final disposition of such action, suit or proceeding upon
2024	2024	receipt of an undertaking by or on behalf of such director or officer to
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2068	2068	repay such amount if it shall ultimately be determined that such person is
2069	2069	not entitled to be indemnified by the corporation as authorized in this
2070	2070	section. Such expenses, including attorney fees, incurred by former
2071	2071	directors and officers or other employees and agents of the corporation or
2072	2072	by persons serving at the request of the corporation as directors, officers,
2073	2073	employees or agents of another corporation, partnership, joint venture,
2074	2074	trust or other enterprise may be so paid upon such terms and conditions, if
2075	2075	any, as the corporation deems appropriate.
2076	2076	(f) The indemnification and advancement of expenses provided by, or
2077	2077	granted pursuant to, the other subsections of this section shall not be
2078	2078	deemed exclusive of any other rights to which those seeking
2079	2079	indemnification or advancement of expenses may be entitled under any
2080	2080	bylaw, agreement, vote of stockholders or disinterested directors or
2081	2081	otherwise, both as to action in such person's official capacity and as to
2082	2082	action in another capacity while holding such office. A right to
2083	2083	indemnification or to advancement of expenses arising under a provision
2084	2084	of the articles of incorporation or a bylaw shall not be eliminated or
2085	2085	impaired by an amendment to or repeal or elimination of the articles of
2086	2086	incorporation or the bylaws after the occurrence of the act or omission that
2087	2087	is the subject of the civil, criminal, administrative or investigative action,
2088	2088	suit or proceeding for which indemnification or advancement of expenses
2089	2089	is sought, unless the provision in effect at the time of such act or omission
2090	2090	explicitly authorizes such elimination or impairment after such action or
2091	2091	omission has occurred.
2092	2092	(g) A corporation shall have power to purchase and maintain
2093	2093	insurance on behalf of any person who is or was a director, officer,
2094	2094	employee or agent of the corporation, or is or was serving at the request of
2095	2095	the corporation as a director, officer, employee or agent of another
2096	2096	corporation, partnership, joint venture, trust or other enterprise against any
2097	2097	liability asserted against such person and incurred by such person in any
2098	2098	such capacity, or arising out of such person's status as such, whether or not
2099	2099	the corporation would have the power to indemnify such person against
2100	2100	such liability under this section.
2101	2101	(h) For purposes of this section, references to "the corporation" shall
2102	2102	include, in addition to the resulting corporation, any constituent
2103	2103	corporation, including any constituent of a constituent, absorbed in a
2104	2104	consolidation or merger which that, if its separate existence had continued,
2105	2105	would have had power and authority to indemnify its directors, officers
2106	2106	and employees or agents, so that any person who is or was a director,
2107	2107	officer, employee or agent of such constituent corporation, or is or was
2108	2108	serving at the request of such constituent corporation as a director, officer,
2109	2109	employee or agent of another corporation, partnership, joint venture, trust
2110	2110	or other enterprise, shall stand in the same position under this section with
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2154	2154	respect to the resulting or surviving corporation as such person would have
2155	2155	with respect to such constituent corporation if its separate existence had
2156	2156	continued.
2157	2157	(i) For purposes of this section, references to "other enterprises" shall
2158	2158	include employee benefit plans; references to "fines" shall include any
2159	2159	excise taxes assessed on a person with respect to any employee benefit
2160	2160	plan; and references to "serving at the request of the corporation" shall
2161	2161	include any service as a director, officer, employee or agent of the
2162	2162	corporation which that imposes duties on, or involves services by, such
2163	2163	director, officer, employee or agent with respect to an employee benefit
2164	2164	plan, its participants or beneficiaries; and a person who acted in good faith
2165	2165	and in a manner such person reasonably believed to be in the interest of
2166	2166	the participants and beneficiaries of an employee benefit plan shall be
2167	2167	deemed to have acted in a manner "not opposed to the best interests of the
2168	2168	corporation" as referred to in this section.
2169	2169	(j) The indemnification and advancement of expenses provided by, or
2170	2170	granted pursuant to, this section shall, unless otherwise provided when
2171	2171	authorized or ratified, continue as to a person who has ceased to be a
2172	2172	director, officer, employee or agent and shall inure to the benefit of the
2173	2173	heirs, executors and administrators of such a person.
2174	2174	(k) The district court is hereby vested with jurisdiction to hear and
2175	2175	determine all actions for advancement of expenses or indemnification
2176	2176	brought under this section or under any bylaw, agreement, vote of
2177	2177	stockholders or disinterested directors, or otherwise. The district court may
2178	2178	summarily determine a corporation's obligation to advance expenses,
2179	2179	including attorney fees.
2180	2180	Sec. 14. K.S.A. 2022 Supp. 17-6401 is hereby amended to read as
2181	2181	follows: 17-6401. (a) Every corporation may issue one or more classes of
2182	2182	stock or one or more series of stock within any class thereof, any or all of
2183	2183	which classes may be of stock with par value or stock without par value
2184	2184	and which classes or series may have such voting powers, full or limited,
2185	2185	or no voting powers, and such designations, preferences and relative,
2186	2186	participating, optional or other special rights, and qualifications,
2187	2187	limitations or restrictions thereof, as shall be stated and expressed in the
2188	2188	articles of incorporation or of any amendment thereto, or in the resolution
2189	2189	or resolutions providing for the issue of such stock adopted by the board of
2190	2190	directors pursuant to authority expressly vested in it by the articles of
2191	2191	incorporation. Any of the voting powers, designations, preferences, rights
2192	2192	and qualifications, limitations or restrictions of any such class or series of
2193	2193	stock may be made dependent upon facts ascertainable outside the articles
2194	2194	of incorporation or of any amendment thereto, or outside the resolution or
2195	2195	resolutions providing for the issue of such stock adopted by the board of
2196	2196	directors pursuant to authority expressly vested in it by the articles of
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2236	2236	40
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2239	2239	43 HB 2455 27
2240	2240	incorporation, provided that if the manner in which such facts shall operate
2241	2241	upon the voting powers, designations, preferences, rights and
2242	2242	qualifications, limitations or restrictions of such class or series of stock is
2243	2243	clearly and expressly set forth in the articles of incorporation or in the
2244	2244	resolution or resolutions providing for the issue of such stock adopted by
2245	2245	the board of directors. The term "Facts," as used in this subsection,
2246	2246	includes, but is not limited to, the occurrence of any event, including a
2247	2247	determination or action by any person or body, including the corporation.
2248	2248	The power to increase or decrease or otherwise adjust the capital stock as
2249	2249	provided in this code shall apply to all or any such classes of stock.
2250	2250	(b) (1) Any stock of any class or series may be made subject to
2251	2251	redemption by the corporation at its option or at the option of the holders
2252	2252	of such stock or upon the happening of a specified event. Immediately
2253	2253	following any such redemption the corporation shall have outstanding one
2254	2254	or more shares of one or more classes or series of stock, which and such
2255	2255	share, or shares together, shall have full voting powers. Notwithstanding
2256	2256	the foregoing such limitation:
2257	2257	(1)(A) Any stock of a regulated investment company registered under
2258	2258	the investment company act of 1940, 15 U.S.C. §§ 80a-1 et seq., and
2259	2259	amendments thereto, may be made subject to redemption by the
2260	2260	corporation at its option or at the option of the holders of such stock; and
2261	2261	(2)(B) any stock of a corporation which that holds directly or
2262	2262	indirectly a license or franchise from a governmental agency to conduct its
2263	2263	business or is a member of a national securities exchange, which and such
2264	2264	license, franchise or membership is conditioned upon some or all of the
2265	2265	holders of its stock possessing prescribed qualifications, may be made
2266	2266	subject to redemption by the corporation to the extent necessary to prevent
2267	2267	the loss of such license, franchise or membership or to reinstate it.
2268	2268	(2) Any stock which that may be made redeemable under this section
2269	2269	may be redeemed for cash, property or rights, including securities of the
2270	2270	same or another corporation, at such time or times, price or prices, or rate
2271	2271	or rates, and with such adjustments, as shall be stated in the articles of
2272	2272	incorporation or in the resolution or resolutions providing for the issue of
2273	2273	such stock adopted by the board of directors pursuant to subsection (a).
2274	2274	(c) The holders of preferred or special stock of any class or of any
2275	2275	series thereof shall be entitled to receive dividends at such rates, on such
2276	2276	conditions and at such times as shall be stated in the articles of
2277	2277	incorporation or in the resolution or resolutions providing for the issue of
2278	2278	such stock adopted by the board of directors as hereinabove provided in
2279	2279	this section, payable in preference to, or in such relation to, the dividends
2280	2280	payable on any other class or classes or of any other series of stock, and
2281	2281	cumulative or noncumulative as shall be so stated and expressed. When
2282	2282	dividends upon the preferred and special stocks, if any, to the extent of the
2283	2283	1
2284	2284	2
2285	2285	3
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2322	2322	40
2323	2323	41
2324	2324	42
2325	2325	43 HB 2455 28
2326	2326	preference to which such stocks are entitled, shall have been paid or
2327	2327	declared and set apart for payment, a dividend on the remaining class or
2328	2328	classes or series of stock may then be paid out of the remaining assets of
2329	2329	the corporation available for dividends as elsewhere provided in this code
2330	2330	provided.
2331	2331	(d) The holders of the preferred or special stock of any class or of any
2332	2332	series thereof shall be entitled to such rights upon the dissolution of, or
2333	2333	upon any distribution of the assets of, the corporation as shall be stated in
2334	2334	the articles of incorporation or in the resolution or resolutions providing
2335	2335	for the issue of such stock adopted by the board of directors.
2336	2336	(e) At the option of either the holder or the corporation or upon the
2337	2337	happening of a specified event, any stock of any class or of any series
2338	2338	thereof may be made convertible into or exchangeable for shares of any
2339	2339	other class or classes or any other series of the same or any other class or
2340	2340	classes of stock of the corporation, at such price or prices or at such rate or
2341	2341	rates of exchange and with such adjustments as shall be stated in the
2342	2342	articles of incorporation or in the resolution or resolutions providing for
2343	2343	the issue of such stock adopted by the board of directors.
2344	2344	(f) If any corporation shall be authorized to issue more than one class
2345	2345	of stock or more than one series of any class, the powers, designations,
2346	2346	preferences and relative, participating, optional or other special rights of
2347	2347	each class of stock or series thereof and the qualifications, limitations or
2348	2348	restrictions of such preferences or rights shall be set forth in full or
2349	2349	summarized on the face or back of the certificate which that the
2350	2350	corporation shall issue to represent certificated shares of such class or
2351	2351	series of stock. Except as otherwise provided in K.S.A. 17-6426, and
2352	2352	amendments thereto, in lieu of the foregoing requirements, there may be
2353	2353	set forth on the face or back of the certificate which that the corporation
2354	2354	issues to represent such class or series of stock, a statement that the
2355	2355	corporation will furnish without charge to each stockholder who so
2356	2356	requests the powers, designations, preferences and relative, participating,
2357	2357	optional or other special rights of each class of stock or series thereof and
2358	2358	the qualifications, limitations or restrictions of such preferences or rights,
2359	2359	or both. Within a reasonable time after the issuance or transfer of
2360	2360	uncertificated stock, the corporation shall send to the registered owner
2361	2361	thereof shall be given a written notice, in writing or by electronic
2362	2362	transmission, containing the information required to be set forth or stated
2363	2363	on certificates pursuant to this section or K.S.A. 17-6406, K.S.A. 17-
2364	2364	6426(a) or K.S.A., 17-6508(a) or 17-72a04, and amendments thereto, or
2365	2365	with respect to this section a statement that the corporation will furnish
2366	2366	without charge to each stockholder who so requests the powers,
2367	2367	designations, preferences and relative participating, optional or other
2368	2368	special rights of each class of stock or series thereof and the qualifications,
2369	2369	1
2370	2370	2
2371	2371	3
2372	2372	4
2373	2373	5
2374	2374	6
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2411	2411	43 HB 2455 29
2412	2412	limitations or restrictions of such preferences or rights, or both. Except as
2413	2413	otherwise expressly provided by law, the rights and obligations of the
2414	2414	holders of uncertificated stock and the rights and obligations of the holders
2415	2415	of certificates representing stock of the same class and series shall be
2416	2416	identical.
2417	2417	(g) When any corporation desires to issue any shares of stock of any
2418	2418	class or of any series of any class of which the powers, designations,
2419	2419	preferences and relative, participating, optional or other rights, if any, or
2420	2420	the qualifications, limitations or restrictions thereof, if any, shall not have
2421	2421	been set forth in the articles of incorporation or in any amendment thereto,
2422	2422	but shall be provided for in a resolution or resolutions adopted by the
2423	2423	board of directors pursuant to authority expressly vested in it by the
2424	2424	articles of incorporation or any amendment thereto, a certificate of
2425	2425	designations setting forth a copy of such resolution or resolutions and the
2426	2426	number of shares of stock of such class or series shall be executed in
2427	2427	accordance with K.S.A. 2022 Supp. 17-7908, and amendments thereto,
2428	2428	filed in accordance with K.S.A. 2022 Supp. 17-7910, and amendments
2429	2429	thereto, and shall become effective in accordance with K.S.A. 2022 Supp.
2430	2430	17-7911, and amendments thereto. Unless otherwise provided in any such
2431	2431	resolution or resolutions, the number of shares of stock of any such series
2432	2432	to which such resolution or resolutions apply may be increased, but not
2433	2433	above the total number of authorized shares of the class, or decreased, but
2434	2434	not below the number of shares thereof then outstanding, by a certificate
2435	2435	likewise executed and filed setting forth a statement that a specified
2436	2436	increase or decrease had been authorized and directed by a resolution or
2437	2437	resolutions likewise adopted by the board of directors. In case the number
2438	2438	of such shares shall be decreased, the number of shares specified in the
2439	2439	certificate shall resume the status which that they had prior to the adoption
2440	2440	of the first resolution or resolutions. When no shares of any such class or
2441	2441	series are outstanding, either because none were issued or because no
2442	2442	issued shares of any such class or series remain outstanding, a certificate
2443	2443	setting forth a resolution or resolutions adopted by the board of directors
2444	2444	that none of the authorized shares of such class or series are outstanding
2445	2445	and that none will be issued, subject to the certificate of designations
2446	2446	previously filed with respect to such class or series, may be executed in
2447	2447	accordance with K.S.A. 2022 Supp. 17-7908, and amendments thereto,
2448	2448	and filed in accordance with K.S.A. 2022 Supp. 17-7910, and amendments
2449	2449	thereto. When such certificate becomes effective, it shall have the effect of
2450	2450	eliminating from the articles of incorporation all matters set forth in the
2451	2451	certificate of designations with respect to such class or series of stock.
2452	2452	Unless otherwise provided in the articles of incorporation, if no shares of
2453	2453	stock have been issued of a class or series of stock established by a
2454	2454	resolution of the board of directors, the voting powers, designations,
2455	2455	1
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2497	2497	43 HB 2455 30
2498	2498	preferences and relative, participating, optional or other rights, if any, or
2499	2499	the qualifications, limitations or restrictions thereof, may be amended by a
2500	2500	resolution or resolutions adopted by the board of directors. A certificate
2501	2501	which:(1) that states that no shares of the class or series have been issued;
2502	2502	(2), sets forth a copy of the resolution or resolutions; and (3), if the
2503	2503	designation of the class or series is being changed, indicates the original
2504	2504	designation and the new designation shall be executed in accordance with
2505	2505	K.S.A. 2022 Supp. 17-7908, and amendments thereto, filed in accordance
2506	2506	with K.S.A. 2022 Supp. 17-7910, and amendments thereto, and shall
2507	2507	become effective in accordance with K.S.A. 2022 Supp. 17-7911, and
2508	2508	amendments thereto. When any certificate filed under this subsection
2509	2509	becomes effective, it shall have the effect of amending the articles of
2510	2510	incorporation, except that neither the filing of such certificate nor the filing
2511	2511	of restated articles of incorporation pursuant to K.S.A. 17-6605, and
2512	2512	amendments thereto, shall prohibit the board of directors from
2513	2513	subsequently adopting such resolutions as authorized by this subsection.
2514	2514	Sec. 15. K.S.A. 2022 Supp. 17-6408 is hereby amended to read as
2515	2515	follows: 17-6408. The shares of a corporation shall be represented by
2516	2516	certificates, except that the board of directors of the corporation may
2517	2517	provide by resolution or resolutions that some or all of any or all classes or
2518	2518	series of its stock shall be uncertificated shares. Any such resolution shall
2519	2519	not apply to shares represented by a certificate until such certificate is
2520	2520	surrendered to the corporation. Every holder of stock represented by
2521	2521	certificates shall be entitled to have a certificate signed by, or in the name
2522	2522	of, the corporation by the chairperson or vice-chairperson of the board of
2523	2523	directors, or the president or vice-president, and by the treasurer or an
2524	2524	assistant treasurer, or the secretary or assistant secretary of such any two
2525	2525	authorized officers of the corporation representing the number of shares
2526	2526	registered in certificate form. Any or all of the signatures on the certificate
2527	2527	may be a facsimile. In the event that any officer, transfer agent or registrar
2528	2528	who has signed or whose facsimile signature has been placed upon a
2529	2529	certificate has ceased to be such officer, transfer agent or registrar before
2530	2530	such certificate is issued, such certificate may be issued by the corporation
2531	2531	with the same effect as if the person were such officer, transfer agent or
2532	2532	registrar at the date of issue. A corporation shall not have power to issue a
2533	2533	certificate in bearer form.
2534	2534	Sec. 16. K.S.A. 2022 Supp. 17-6410 is hereby amended to read as
2535	2535	follows: 17-6410. (a) Every corporation may purchase, redeem, receive,
2536	2536	take or otherwise acquire, own and hold, sell, lend, exchange, transfer or
2537	2537	otherwise dispose of, pledge, use and otherwise deal in and with its own
2538	2538	shares; provided, however, that. No corporation shall:
2539	2539	(1) Purchase or redeem its own shares of capital stock for cash or
2540	2540	other property when the capital of the corporation is impaired or when
2541	2541	1
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2543	2543	3
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2583	2583	43 HB 2455 31
2584	2584	such purchase or redemption would cause any impairment of the capital of
2585	2585	the corporation, except that a corporation other than a nonstock
2586	2586	corporation may purchase or redeem out of capital any of its own shares
2587	2587	which that are entitled upon any distribution of its assets, whether by
2588	2588	dividend or in liquidation, to a preference over another class or series of its
2589	2589	stock, or, if no shares entitled to such a preference are outstanding, any of
2590	2590	its own shares, if such shares will be retired upon their acquisition and the
2591	2591	capital of the corporation reduced in accordance with K.S.A. 17-6603 and
2592	2592	17-6604, and amendments thereto. Nothing in this subsection shall
2593	2593	invalidate or otherwise affect a note, debenture or other obligation of a
2594	2594	corporation given by it as consideration for its acquisition by purchase,
2595	2595	redemption or exchange of its shares of stock if at the time such note,
2596	2596	debenture or obligation was delivered by the corporation its capital was
2597	2597	not then impaired or did not thereby become impaired;
2598	2598	(2) purchase, for more than the price at which they may then be
2599	2599	redeemed, any of its shares which that are redeemable at the option of the
2600	2600	corporation; or
2601	2601	(3) (A) in the case of a corporation other than a nonstock corporation,
2602	2602	redeem any of its shares unless their redemption is authorized by K.S.A.
2603	2603	17-6401(b), and amendments thereto, and then only in accordance with
2604	2604	such section and the articles of incorporation; or
2605	2605	(B) in the case of a nonstock corporation, redeem any of its
2606	2606	membership interests, unless their redemption is authorized by the articles
2607	2607	of incorporation and then only in accordance with the articles of
2608	2608	incorporation.
2609	2609	(b) Nothing in this section limits or affects a corporation's right to
2610	2610	resell any of its shares theretofore previously purchased or redeemed out of
2611	2611	surplus and which that have not been retired, for such consideration as
2612	2612	shall be fixed by the board of directors.
2613	2613	(c) (1) Shares of its own a corporation's capital stock belonging to
2614	2614	shall neither be entitled to vote nor be counted for quorum purposes if
2615	2615	such shares belong to:
2616	2616	(A) The corporation or to;
2617	2617	(B) another corporation, if a majority of the shares entitled to vote in
2618	2618	the election of directors of such other corporation is held, directly or
2619	2619	indirectly, by the corporation, shall neither be entitled to vote nor be
2620	2620	counted for quorum purposes; or
2621	2621	(C) any other entity, if a majority of the voting power of such other
2622	2622	entity is held, directly or indirectly, by the corporation or if such other
2623	2623	entity is otherwise controlled, directly or indirectly, by the corporation.
2624	2624	(2) Nothing in this section shall be construed as limiting the right of
2625	2625	any corporation to vote stock, including, but not limited to, its own stock,
2626	2626	held by it in a fiduciary capacity.
2627	2627	1
2628	2628	2
2629	2629	3
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2666	2666	40
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2669	2669	43 HB 2455 32
2670	2670	(d) Shares which that have been called for redemption shall not be
2671	2671	deemed to be outstanding shares for the purpose of voting or determining
2672	2672	the total number of shares entitled to vote on any matter on and after the
2673	2673	date on which written when notice of redemption has been sent to holders
2674	2674	thereof and a sum sufficient to redeem such shares has been irrevocably
2675	2675	deposited or set aside to pay the redemption price to the holders of the
2676	2676	shares upon surrender of certificates therefor.
2677	2677	Sec. 17. K.S.A. 2022 Supp. 17-6413 is hereby amended to read as
2678	2678	follows: 17-6413. The capital stock of a corporation shall be paid for in
2679	2679	such amounts and at such times as the directors may require. From time to
2680	2680	time, the directors may demand payment, in respect of each share of stock
2681	2681	not fully paid, of such sum of money as the necessities of the business may
2682	2682	require, in the judgment of the board of directors, not exceeding in the
2683	2683	whole the balance remaining unpaid on said stock, and such sum so
2684	2684	demanded shall be paid to the corporation at such times and by such
2685	2685	installments as the directors shall direct. The directors shall give written
2686	2686	notice of the time and place of such payments to each holder of or
2687	2687	subscriber for stock which that is not fully paid at such holder's or
2688	2688	subscriber's last known post office postal address, which and such notice
2689	2689	shall be mailed given at least 30 days before the time for such payment.
2690	2690	Sec. 18. K.S.A. 2022 Supp. 17-6426 is hereby amended to read as
2691	2691	follows: 17-6426. (a) A written restriction or restrictions on the transfer or
2692	2692	registration of transfer of a security of a corporation, or on the amount of
2693	2693	the corporation's securities that may be owned by any person or group of
2694	2694	persons, if permitted by this section and noted conspicuously on the
2695	2695	certificate or certificates representing the security or securities so
2696	2696	restricted, or, in the case of uncertificated shares, contained in the notice or
2697	2697	notices sent given pursuant to K.S.A. 17-6401(f), and amendments thereto,
2698	2698	may be enforced against the holder of the restricted security or securities
2699	2699	or any successor or transferee of the holder, including an executor,
2700	2700	administrator, trustee, guardian or other fiduciary entrusted with like
2701	2701	responsibility for the person or estate of the holder. Unless noted
2702	2702	conspicuously on the certificate or certificates representing the security or
2703	2703	securities so restricted, or, in the case of uncertificated shares, contained in
2704	2704	the notice or notices sent given pursuant to K.S.A. 17-6401(f), and
2705	2705	amendments thereto, a restriction, even though permitted by this section, is
2706	2706	ineffective except against a person with actual knowledge of the
2707	2707	restriction.
2708	2708	(b) A restriction on the transfer or registration of transfer of securities
2709	2709	of a corporation, or on the amount of a corporation's securities that may be
2710	2710	owned by any person or group of persons, may be imposed by the articles
2711	2711	of incorporation or by the bylaws or by an agreement among any number
2712	2712	of security holders or among such holders and the corporation. No
2713	2713	1
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2715	2715	3
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2743	2743	31
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2745	2745	33
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2747	2747	35
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2749	2749	37
2750	2750	38
2751	2751	39
2752	2752	40
2753	2753	41
2754	2754	42
2755	2755	43 HB 2455 33
2756	2756	restriction so imposed shall be binding with respect to securities issued
2757	2757	prior to the adoption of the restriction unless the holders of the securities
2758	2758	are parties to an agreement or voted in favor of the restriction.
2759	2759	(c) A restriction on the transfer or registration of transfer of securities
2760	2760	of a corporation or on the amount of such securities that may be owned by
2761	2761	any person or group of persons is permitted by this section if it:
2762	2762	(1) Obligates the holder of the restricted securities to offer to the
2763	2763	corporation or to any other holders of securities of the corporation or to
2764	2764	any other person or to any combination of the foregoing thereof, a prior
2765	2765	opportunity, to be exercised within a reasonable time, to acquire the
2766	2766	restricted securities;
2767	2767	(2) obligates the corporation or any holder of securities of the
2768	2768	corporation or any other person or any combination of the foregoing
2769	2769	thereof, to purchase the securities which that are the subject of an
2770	2770	agreement respecting the purchase and sale of the restricted securities;
2771	2771	(3) requires the corporation or the holders of any class or series of
2772	2772	securities of the corporation to consent to any proposed transfer of the
2773	2773	restricted securities or to approve the proposed transferee of the restricted
2774	2774	securities, or to approve the amount of securities of the corporation that
2775	2775	may be owned by any person or group of persons;
2776	2776	(4) obligates the holder of the restricted securities to sell or transfer
2777	2777	an amount of restricted securities to the corporation or to any other holders
2778	2778	of securities of the corporation or to any other person or to any
2779	2779	combination of the foregoing thereof, or causes or results in the automatic
2780	2780	sale or transfer of an amount of restricted securities to the corporation or to
2781	2781	any other holders of securities of the corporation or to any other person or
2782	2782	to any combination of the foregoing thereof; or
2783	2783	(5) prohibits or restricts the transfer of the restricted securities to, or
2784	2784	the ownership of restricted securities by, designated persons or classes of
2785	2785	persons or groups of persons, and such designation is not manifestly
2786	2786	unreasonable.
2787	2787	(d) Any restriction on the transfer or the registration of transfer of the
2788	2788	securities of a corporation, or on the amount of securities of a corporation
2789	2789	that may be owned by a person or group of persons, for any of the
2790	2790	following purposes shall be conclusively presumed to be for a reasonable
2791	2791	purpose:
2792	2792	(1) Maintaining any local, state, federal or foreign tax advantage to
2793	2793	the corporation or its stockholders, including without limitation:
2794	2794	(A) Maintaining the corporation's status as an electing small business
2795	2795	corporation under subchapter S of the United States internal revenue code,
2796	2796	26 U.S.C. § 1371 et seq.;
2797	2797	(B) maintaining or preserving any tax attribute, including without
2798	2798	limitation net operating losses; or
2799	2799	1
2800	2800	2
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2828	2828	30
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2835	2835	37
2836	2836	38
2837	2837	39
2838	2838	40
2839	2839	41
2840	2840	42
2841	2841	43 HB 2455 34
2842	2842	(C) qualifying or maintaining the qualification of the corporation as a
2843	2843	real estate investment trust pursuant to the United States internal revenue
2844	2844	code or regulations adopted pursuant to the United States internal revenue
2845	2845	code; or
2846	2846	(2) maintaining any statutory or regulatory advantage or complying
2847	2847	with any statutory or regulatory requirements under applicable local, state,
2848	2848	federal or foreign law.
2849	2849	(e) Any other lawful restriction on transfer or registration of transfer
2850	2850	of securities, or on the amount of securities that may be owned by any
2851	2851	person or group of persons, is permitted by this section.
2852	2852	Sec. 19. K.S.A. 2022 Supp. 17-6427 is hereby amended to read as
2853	2853	follows: 17-6427. (a) Notwithstanding any other provisions of this chapter,
2854	2854	a corporation shall not engage in any business combination with any
2855	2855	interested stockholder for a period of three years following the time that
2856	2856	such stockholder became an interested stockholder, unless:
2857	2857	(1) Prior to such time the board of directors of the corporation
2858	2858	approved either the business combination or the transaction which that
2859	2859	resulted in the stockholder becoming an interested stockholder;
2860	2860	(2) upon consummation of the transaction which that resulted in the
2861	2861	stockholder becoming an interested stockholder, the interested stockholder
2862	2862	owned at least 85% of the voting stock of the corporation outstanding at
2863	2863	the time the transaction commenced, excluding for purposes of
2864	2864	determining the voting stock outstanding, but not the outstanding voting
2865	2865	stock owned by the interested stockholder, those shares owned:
2866	2866	(A) By persons who are directors and also officers; and
2867	2867	(B) employee stock plans in which employee participants do not have
2868	2868	the right to determine confidentially whether shares held subject to the
2869	2869	plan will be tendered in a tender or exchange offer; or
2870	2870	(3) at or subsequent to such time the business combination is
2871	2871	approved by the board of directors and authorized at an annual or special
2872	2872	meeting of stockholders, and not by written consent, by the affirmative
2873	2873	vote of at least 66
2874	2874	2
2875	2875	/3% of the outstanding voting stock which that is not
2876	2876	owned by the interested stockholder.
2877	2877	(b) The restrictions contained in this section shall not apply if:
2878	2878	(1) The corporation's original articles of incorporation contain a
2879	2879	provision expressly electing not to be governed by this section or the
2880	2880	Kansas business combinations with interested shareholders act;
2881	2881	(2) the corporation, by action of its board of directors, adopts an
2882	2882	amendment to its bylaws on or before July 1, 1990, expressly electing not
2883	2883	to be governed by this section or the Kansas business combinations with
2884	2884	interested shareholders act, which amendment shall not be further
2885	2885	amended by the board of directors;
2886	2886	(3) the corporation, by action of its stockholders, adopts an
2887	2887	1
2888	2888	2
2889	2889	3
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2923	2923	37
2924	2924	38
2925	2925	39
2926	2926	40
2927	2927	41
2928	2928	42
2929	2929	43 HB 2455 35
2930	2930	amendment to its articles of incorporation or bylaws expressly electing not
2931	2931	to be governed by this section, except that, in addition to any other vote
2932	2932	required by law, such amendment to the articles of incorporation or bylaws
2933	2933	must be approved adopted by the affirmative vote of a majority of the
2934	2934	shares outstanding stock entitled to vote thereon.
2935	2935	(A) An amendment adopted pursuant to this paragraph shall be
2936	2936	effective immediately In the case of a corporation that both: (A) has never
2937	2937	had a class of voting stock that falls within any of the two categories set
2938	2938	out in subsection (b)(4); and (B) has not elected by a provision in its
2939	2939	original articles of incorporation, or any amendment thereto, to be
2940	2940	governed by this section, such amendment shall become effective upon:
2941	2941	(i) In the case of an amendment to the articles of incorporation, the
2942	2942	date and time when the filed amendment shall become effective in
2943	2943	accordance with K.S.A. 2022 Supp. 17-7911, and amendments thereto; or
2944	2944	(ii) in the case of an amendment to the bylaws, the date of adoption
2945	2945	of such amendment.
2946	2946	(B) (i) In all other cases, an amendment adopted pursuant to this
2947	2947	paragraph shall not be effective until 12 months after become effective:
2948	2948	(a) In the case of an amendment to the articles of incorporation, 12
2949	2949	months after the date and time when the filed amendment shall become
2950	2950	effective in accordance with K.S.A. 2022 Supp. 17-7911, and amendments
2951	2951	thereto; or
2952	2952	(b) in the case of an amendment to the bylaws, 12 months after the
2953	2953	date of the adoption of such amendment; and
2954	2954	(ii) in either case, the election not to be governed by this section shall
2955	2955	not apply to any business combination between such corporation and any
2956	2956	person who became an interested stockholder of such corporation on or
2957	2957	prior to such adoption before:
2958	2958	(a) In the case of an amendment to the articles of incorporation, the
2959	2959	date and time when the filed amendment shall become effective in
2960	2960	accordance with K.S.A. 2022 Supp. 17-7911, and amendments thereto; or
2961	2961	(b) in the case of an amendment to the bylaws, the date of the
2962	2962	adoption of such amendment.
2963	2963	(C) A bylaw amendment adopted pursuant to this paragraph shall not
2964	2964	be further amended by the board of directors;
2965	2965	(4) the corporation does not have a class of voting stock that is:
2966	2966	(A) Listed on a national securities exchange; or
2967	2967	(B) held of record by more than 2,000 stockholders, unless any of the
2968	2968	foregoing results from action taken, directly or indirectly, by an interested
2969	2969	stockholder or from a transaction in which a person becomes an interested
2970	2970	stockholder;
2971	2971	(5) a stockholder becomes an interested stockholder inadvertently
2972	2972	and:
2973	2973	1
2974	2974	2
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2994	2994	22
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2996	2996	24
2997	2997	25
2998	2998	26
2999	2999	27
3000	3000	28
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3004	3004	32
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3006	3006	34
3007	3007	35
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3009	3009	37
3010	3010	38
3011	3011	39
3012	3012	40
3013	3013	41
3014	3014	42
3015	3015	43 HB 2455 36
3016	3016	(A) As soon as practicable divests itself of ownership of sufficient
3017	3017	shares so that the stockholder ceases to be an interested stockholder; and
3018	3018	(B) would not, at any time within the three-year period immediately
3019	3019	prior to a business combination between the corporation and such
3020	3020	stockholder, have been an interested stockholder but for the inadvertent
3021	3021	acquisition of ownership;
3022	3022	(6) (A) the business combination is proposed prior to the
3023	3023	consummation or abandonment of and subsequent to the earlier of the
3024	3024	public announcement or the notice required by this subsection of a
3025	3025	proposed transaction which that:
3026	3026	(i) Constitutes one of the transactions described in the second
3027	3027	sentence of this paragraph subparagraph (B);
3028	3028	(ii) is with or by a person who either was not an interested
3029	3029	stockholder during the previous three years or who became an interested
3030	3030	stockholder with the approval of the corporation's board of directors or
3031	3031	during the period described in paragraph (7); and
3032	3032	(iii) is approved or not opposed by a majority of the members of the
3033	3033	board of directors then in office, but not less than one, who were directors
3034	3034	prior to any person becoming an interested stockholder during the previous
3035	3035	three years or were recommended for election or elected to succeed such
3036	3036	directors by a majority of such directors.
3037	3037	(B) The proposed transactions referred to in subsection (b)(6)(A) are
3038	3038	limited to:
3039	3039	(i) A merger or consolidation of the corporation, except for a merger
3040	3040	in respect of which, pursuant to K.S.A. 17-6701(f), and amendments
3041	3041	thereto, no vote of the stockholders of the corporation is required;
3042	3042	(ii) a sale, lease, exchange, mortgage, pledge, transfer or other
3043	3043	disposition, in one transaction or a series of transactions, whether as part
3044	3044	of a dissolution or otherwise, of assets of the corporation or of any direct
3045	3045	or indirect majority-owned subsidiary of the corporation, other than to any
3046	3046	direct or indirect wholly-owned subsidiary or to the corporation, having an
3047	3047	aggregate market value equal to 50% or more of either that aggregate
3048	3048	market value of all of the assets of the corporation determined on a
3049	3049	consolidated basis or the aggregate market value of all the outstanding
3050	3050	stock of the corporation; or
3051	3051	(iii) a proposed tender or exchange offer for 50% or more of the
3052	3052	outstanding voting stock of the corporation. The corporation shall give not
3053	3053	less than 20 days' notice to all interested stockholders prior to the
3054	3054	consummation of any of the transactions described in subparagraph (B)(i)
3055	3055	or (ii); or
3056	3056	(7) the business combination is with an interested stockholder who
3057	3057	became an interested stockholder at a time when the restrictions contained
3058	3058	in this section did not apply by reason of any of subsections (b)(1) through
3059	3059	1
3060	3060	2
3061	3061	3
3062	3062	4
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3100	3100	42
3101	3101	43 HB 2455 37
3102	3102	(b)(4), except that this paragraph shall not apply if, at the time such
3103	3103	interested stockholder became an interested stockholder, the corporation's
3104	3104	articles of incorporation contained a provision authorized by the last
3105	3105	sentence of this subsection.
3106	3106	Notwithstanding subsections (b)(1) through (b)(4), a corporation may
3107	3107	elect by a provision of its original articles of incorporation, or any
3108	3108	amendment thereto, to be governed by this section, except that any such
3109	3109	amendment to the articles of incorporation shall not apply to restrict a
3110	3110	business combination between the corporation and an interested
3111	3111	stockholder of the corporation if the interested stockholder became such
3112	3112	prior to the effective date of the amendment the interested stockholder
3113	3113	before the date and time when the filed amendment shall become effective
3114	3114	in accordance with K.S.A. 2022 Supp. 17-7911, and amendments thereto.
3115	3115	(c) As used in this section only:
3116	3116	(1) "Affiliate" means a person that directly, or indirectly through one
3117	3117	or more intermediaries, controls, or is controlled by, or is under common
3118	3118	control with, another person.
3119	3119	(2) "Associate," when used to indicate a relationship with any person,
3120	3120	means:
3121	3121	(A) Any corporation, partnership, unincorporated association or other
3122	3122	entity of which such person is a director, officer or partner or is, directly or
3123	3123	indirectly, the owner of 20% or more of any class of voting stock;
3124	3124	(B) any trust or other estate in which such person has at least a 20%
3125	3125	beneficial interest or as to which such person serves as trustee or in a
3126	3126	similar fiduciary capacity; and
3127	3127	(C) any relative or spouse of such person, or any relative of such
3128	3128	spouse, who has the same residence as such person.
3129	3129	(3) "Business combination," when used in reference to any
3130	3130	corporation and any interested stockholder of such corporation, means:
3131	3131	(A) Any merger or consolidation of the corporation or any direct or
3132	3132	indirect majority-owned subsidiary of the corporation with:
3133	3133	(i) The interested stockholder; or
3134	3134	(ii) with any other corporation, partnership, unincorporated
3135	3135	association or other entity if the merger or consolidation is caused by the
3136	3136	interested stockholder and as a result of such merger or consolidation
3137	3137	subsection (a) is not applicable to the surviving entity;
3138	3138	(B) any sale, lease, exchange, mortgage, pledge, transfer or other
3139	3139	disposition, in one transaction or a series of transactions, except
3140	3140	proportionately as a stockholder of such corporation, to or with the
3141	3141	interested stockholder, whether as part of a dissolution or otherwise, of
3142	3142	assets of the corporation or of any direct or indirect majority-owned
3143	3143	subsidiary of the corporation which assets that have an aggregate market
3144	3144	value equal to 10% or more of either the aggregate market value of all the
3145	3145	1
3146	3146	2
3147	3147	3
3148	3148	4
3149	3149	5
3150	3150	6
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3173	3173	29
3174	3174	30
3175	3175	31
3176	3176	32
3177	3177	33
3178	3178	34
3179	3179	35
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3181	3181	37
3182	3182	38
3183	3183	39
3184	3184	40
3185	3185	41
3186	3186	42
3187	3187	43 HB 2455 38
3188	3188	assets of the corporation determined on a consolidated basis or the
3189	3189	aggregate market value of all the outstanding stock of the corporation;
3190	3190	(C) any transaction which that results in the issuance or transfer by
3191	3191	the corporation or by any direct or indirect majority-owned subsidiary of
3192	3192	the corporation of any stock of the corporation or of such subsidiary to the
3193	3193	interested stockholder, except:
3194	3194	(i) Pursuant to the exercise, exchange or conversion of securities
3195	3195	exercisable for, exchangeable for or convertible into stock of such
3196	3196	corporation or any such subsidiary which securities that were outstanding
3197	3197	prior to the time that the interested stockholder became such the interested
3198	3198	stockholder;
3199	3199	(ii) pursuant to a merger under K.S.A. 17-6701(g), and amendments
3200	3200	thereto;
3201	3201	(iii) pursuant to a dividend or distribution paid or made, or the
3202	3202	exercise, exchange or conversion of securities exercisable for,
3203	3203	exchangeable for or convertible into stock of such corporation or any such
3204	3204	subsidiary which security that is distributed, pro rata to all holders of a
3205	3205	class or series of stock of such corporation subsequent to the time the
3206	3206	interested stockholder became such the interested stockholder;
3207	3207	(iv) pursuant to an exchange offer by the corporation to purchase
3208	3208	stock made on the same terms to all holders of such stock; or
3209	3209	(v) any issuance or transfer of stock by the corporation; provided
3210	3210	however, except that in no case under subparagraph (C)(iii) through (v)
3211	3211	shall there be an increase in the interested stockholder's proportionate
3212	3212	share of the stock of any class or series of the corporation or of the voting
3213	3213	stock of the corporation;
3214	3214	(D) any transaction involving the corporation or any direct or indirect
3215	3215	majority-owned subsidiary of the corporation which that has the effect,
3216	3216	directly or indirectly, of increasing the proportionate share of the stock of
3217	3217	any class or series, or securities convertible into the stock of any class or
3218	3218	series, of the corporation or of any such subsidiary which that is owned by
3219	3219	the interested stockholder, except as a result of immaterial changes due to
3220	3220	fractional share adjustments or as a result of any purchase or redemption
3221	3221	of any shares of stock not caused, directly or indirectly, by the interested
3222	3222	stockholder; or
3223	3223	(E) any receipt by the interested stockholder of the benefit, directly or
3224	3224	indirectly, except proportionately as a stockholder of such corporation, of
3225	3225	any loans, advances, guarantees, pledges or other financial benefits, other
3226	3226	than those expressly permitted in subparagraphs (A) through (D), provided
3227	3227	by or through the corporation or any direct or indirect majority-owned
3228	3228	subsidiary.
3229	3229	(4) "Control," including the terms "controlling," "controlled by" and
3230	3230	"under common control with," means the possession, directly or indirectly,
3231	3231	1
3232	3232	2
3233	3233	3
3234	3234	4
3235	3235	5
3236	3236	6
3237	3237	7
3238	3238	8
3239	3239	9
3240	3240	10
3241	3241	11
3242	3242	12
3243	3243	13
3244	3244	14
3245	3245	15
3246	3246	16
3247	3247	17
3248	3248	18
3249	3249	19
3250	3250	20
3251	3251	21
3252	3252	22
3253	3253	23
3254	3254	24
3255	3255	25
3256	3256	26
3257	3257	27
3258	3258	28
3259	3259	29
3260	3260	30
3261	3261	31
3262	3262	32
3263	3263	33
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3273	3273	43 HB 2455 39
3274	3274	of the power to direct or cause the direction of the management and
3275	3275	policies of a person, whether through the ownership of voting stock, by
3276	3276	contract or otherwise. A person who is the owner of 20% or more of the
3277	3277	outstanding voting stock of any corporation, partnership, unincorporated
3278	3278	association or other entity shall be presumed to have control of such entity,
3279	3279	in the absence of proof by a preponderance of the evidence to the contrary,
3280	3280	except that a presumption of control shall not apply where such person
3281	3281	holds voting stock, in good faith and not for the purpose of circumventing
3282	3282	this section, as an agent, bank, broker, nominee, custodian or trustee for
3283	3283	one or more owners who do not individually or as a group have control of
3284	3284	such entity.
3285	3285	(5) (A) "Interested stockholder" means any person, other than the
3286	3286	corporation and any direct or indirect majority-owned subsidiary of the
3287	3287	corporation, that:
3288	3288	(i) Is the owner of 15% or more of the outstanding voting stock of the
3289	3289	corporation; or
3290	3290	(ii) is an affiliate or associate of the corporation and was the owner of
3291	3291	15% or more of the outstanding voting stock of the corporation at any time
3292	3292	within the three-year period immediately prior to the date on which when
3293	3293	it is sought to be determined whether such person is an interested
3294	3294	stockholder, and the affiliates and associates of such person.
3295	3295	(B) The term "Interested stockholder" shall does not include:
3296	3296	(i) Any person who:
3297	3297	(a) Owned shares in excess of the 15% limitation set forth herein in
3298	3298	this paragraph as of, or acquired such shares pursuant to a tender offer
3299	3299	commenced prior to July 1, 1989, or pursuant to an exchange offer
3300	3300	announced prior to such date and commenced within 90 days thereafter
3301	3301	and either:
3302	3302	(1) Continued to own shares in excess of such 15% limitation or
3303	3303	would have but for action by the corporation; or
3304	3304	(2) is an affiliate or associate of the corporation and so continued, or
3305	3305	so would have continued but for action by the corporation, to be the owner
3306	3306	of 15% or more of the outstanding voting stock of the corporation at any
3307	3307	time within the three-year period immediately prior to the date on which
3308	3308	when it is sought to be determined whether such a person is an interested
3309	3309	stockholder; or
3310	3310	(b) acquired such shares from a person described in subparagraph (B)
3311	3311	(i)(a) by gift, inheritance or in a transaction in which no consideration was
3312	3312	exchanged; or
3313	3313	(ii) any person whose ownership of shares in excess of the 15%
3314	3314	limitation set forth herein in this paragraph is the result of action taken
3315	3315	solely by the corporation; provided, except that such person shall be an
3316	3316	interested stockholder if thereafter such person acquires additional shares
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3357	3357	41
3358	3358	42
3359	3359	43 HB 2455 40
3360	3360	of voting stock of the corporation, except as a result of further corporate
3361	3361	action not caused, directly or indirectly, by such person.
3362	3362	(C) For the purpose of determining whether a person is an interested
3363	3363	stockholder, the voting stock of the corporation deemed to be outstanding
3364	3364	shall include stock deemed to be owned by the person through application
3365	3365	of paragraph (9), but shall not include any other unissued stock of such
3366	3366	corporation which that may be issuable pursuant to any agreement,
3367	3367	arrangement or understanding, or upon exercise of conversion rights,
3368	3368	warrants or options, or otherwise.
3369	3369	(6) "Person" means any individual, corporation, partnership,
3370	3370	unincorporated association or other entity.
3371	3371	(7) "Stock" means, with respect to any corporation, capital stock and,
3372	3372	with respect to any other entity, any equity interest.
3373	3373	(8) "Voting stock" means, with respect to any corporation, stock of
3374	3374	any class or series entitled to vote generally in the election of directors
3375	3375	and, with respect to any entity that is not a corporation, any equity interest
3376	3376	entitled to vote generally in the election of the governing body of such
3377	3377	entity. Every reference to a percentage of voting stock shall refer to such
3378	3378	percentage of the votes of such voting stock.
3379	3379	(9) "Owner," including the terms "own" and "owned," when used
3380	3380	with respect to any stock, means a person that individually or with or
3381	3381	through any of its affiliates or associates:
3382	3382	(A) Beneficially owns such stock, directly or indirectly;
3383	3383	(B) has: (i) The right to acquire such stock, whether such right is
3384	3384	exercisable immediately or only after the passage of time, pursuant to any
3385	3385	agreement, arrangement or understanding, or upon the exercise of
3386	3386	conversion rights, exchange rights, warrants or options, or otherwise,
3387	3387	except that a person shall not be deemed the owner of stock tendered
3388	3388	pursuant to a tender or exchange offer made by such person or any of such
3389	3389	person's affiliates or associates until such tendered stock is accepted for
3390	3390	purchase or exchange; or (ii) the right to vote such stock pursuant to any
3391	3391	agreement, arrangement or understanding, except that a person shall not be
3392	3392	deemed the owner of any stock because of such person's right to vote such
3393	3393	stock if the agreement, arrangement or understanding to vote such stock
3394	3394	arises solely from a revocable proxy or consent given in response to a
3395	3395	proxy or consent solicitation made to 10 or more persons; or
3396	3396	(C) has any agreement, arrangement or understanding for the purpose
3397	3397	of acquiring, holding, voting, except voting pursuant to a revocable proxy
3398	3398	or consent as described in subparagraph (B)(ii), or disposing of such stock
3399	3399	with any other person that beneficially owns, or whose affiliates or
3400	3400	associates beneficially own, directly or indirectly, such stock.
3401	3401	(d) No provision of an articles of incorporation or bylaw shall
3402	3402	require, for any vote of stockholders required by this section, a greater
3403	3403	1
3404	3404	2
3405	3405	3
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3442	3442	40
3443	3443	41
3444	3444	42
3445	3445	43 HB 2455 41
3446	3446	vote of stockholders than that specified in this section.
3447	3447	(e) This section amends and recodifies the Kansas business
3448	3448	combinations with interested shareholders act. Any reference in a
3449	3449	corporation's articles of incorporation or bylaws to the Kansas business
3450	3450	combinations with interested shareholders act shall be deemed to refer to
3451	3451	this section.
3452	3452	(f) This section shall be part of and supplemental to article 64 of
3453	3453	chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
3454	3454	Sec. 20. K.S.A. 2022 Supp. 17-6428 is hereby amended to read as
3455	3455	follows: 17-6428. (a) Subject to subsection (f), no defective corporate act
3456	3456	or putative stock shall be void or voidable solely as a result of a failure of
3457	3457	authorization if ratified as provided in this section or validated by the
3458	3458	district court in a proceeding brought under K.S.A. 2022 Supp. 17-6429,
3459	3459	and amendments thereto.
3460	3460	(b) (1) In order to ratify one or more defective corporate acts pursuant
3461	3461	to this section, other than the ratification of an election of the initial board
3462	3462	of directors pursuant to subsection (b)(2) paragraph (3), the board of
3463	3463	directors of the corporation shall adopt resolutions stating:
3464	3464	(A) The defective corporate act or acts to be ratified;
3465	3465	(B) the date of each defective corporate act or acts;
3466	3466	(C) if such defective corporate act or acts involved the issuance of
3467	3467	shares of putative stock, the number and type of shares of putative stock
3468	3468	issued and the date or dates upon which when such putative shares were
3469	3469	purported to have been issued;
3470	3470	(D) the nature of the failure of authorization in respect of each
3471	3471	defective corporate act to be ratified; and
3472	3472	(E) that the board of directors approves the ratification of the
3473	3473	defective corporate act or acts.
3474	3474	(2) Such resolutions may also provide that, at any time before the
3475	3475	validation effective time in respect to any defective corporate act set forth
3476	3476	therein in such resolution, notwithstanding the approval of the ratification
3477	3477	of such defective corporate act by stockholders, the board of directors may
3478	3478	abandon the ratification of such defective corporate act without further
3479	3479	action of the stockholders. The quorum and voting requirements applicable
3480	3480	to the ratification by the board of directors of any defective corporate act
3481	3481	shall be the quorum and voting requirements applicable to the type of
3482	3482	defective corporate act proposed to be ratified at the time the board adopts
3483	3483	the resolutions ratifying the defective corporate act, except that if the
3484	3484	articles of incorporation or bylaws of the corporation, any plan or
3485	3485	agreement to which the corporation was a party or any provision of the
3486	3486	Kansas general corporation this code, in each case as in effect as of the
3487	3487	time of the defective corporate act, would have required a larger number or
3488	3488	portion of directors or of specified directors for a quorum to be present or
3489	3489	1
3490	3490	2
3491	3491	3
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3528	3528	40
3529	3529	41
3530	3530	42
3531	3531	43 HB 2455 42
3532	3532	to approve the defective corporate act, such larger number or portion of
3533	3533	such directors or such specified directors shall be required for a quorum to
3534	3534	be present or to adopt the resolutions to ratify the defective corporate act,
3535	3535	as applicable, except that the presence or approval of any director elected,
3536	3536	appointed or nominated by holders of any class or series of which no
3537	3537	shares are then outstanding, or by any person that is no longer a
3538	3538	stockholder, shall not be required.
3539	3539	(2)(3) In order to ratify a defective corporate act in respect of the
3540	3540	election of the initial board of directors of the corporation pursuant to
3541	3541	K.S.A. 17-6008, and amendments thereto, a majority of the persons who,
3542	3542	at the time the resolutions required by this paragraph are adopted, are
3543	3543	exercising the powers of directors under claim and color of an election or
3544	3544	appointment as such may adopt resolutions stating:
3545	3545	(A) The name of the person or persons who first took action in the
3546	3546	name of the corporation as the initial board of directors of the corporation;
3547	3547	(B) the earlier of the date on which when such persons first took such
3548	3548	action or were purported to have been elected as the initial board of
3549	3549	directors; and
3550	3550	(C) that the ratification of the election of such person or persons as
3551	3551	the initial board of directors is approved.
3552	3552	(c) Each defective corporate act ratified pursuant to subsection (b)(1)
3553	3553	shall be submitted to stockholders for approval as provided in subsection
3554	3554	(d), unless:
3555	3555	(1) (A) No other provision of the Kansas general corporation this
3556	3556	code, and no provision of the articles of incorporation or bylaws of the
3557	3557	corporation, or of any plan or agreement to which the corporation is a
3558	3558	party, would have required stockholder approval of such defective
3559	3559	corporate act to be ratified, either at the time of such defective corporate
3560	3560	act or at the time the board of directors adopts the resolutions ratifying
3561	3561	such defective corporate act pursuant to subsection (b)(1); and
3562	3562	(2)(B) such defective corporate act did not result from a failure to
3563	3563	comply with K.S.A. 2022 Supp. 17-6427, and amendments thereto; or
3564	3564	(2) only with respect to defective corporate acts ratified or to be
3565	3565	ratified pursuant to resolutions adopted by a board of directors on or after
3566	3566	July 1, 2023, as of the record date for determining the stockholders
3567	3567	entitled to vote on the ratification of such defective corporate act, there
3568	3568	are no shares of valid stock outstanding and entitled to vote thereon,
3569	3569	regardless of whether there then exists any shares of putative stock.
3570	3570	(d) (1) If the ratification of a defective corporate act is required to be
3571	3571	submitted to stockholders for approval pursuant to subsection (c), due
3572	3572	notice of the time, place, if any, and purpose of the meeting shall be given
3573	3573	at least 20 days before the date of the meeting to each holder of valid stock
3574	3574	and putative stock, whether voting or nonvoting, at the postal address of
3575	3575	1
3576	3576	2
3577	3577	3
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3616	3616	42
3617	3617	43 HB 2455 43
3618	3618	such holder as it appears or most recently appeared, as appropriate, on the
3619	3619	records of the corporation. The notice also shall be given to the holders of
3620	3620	record of valid stock and putative stock, whether voting or nonvoting, as
3621	3621	of the time of the defective corporate act, or, in the case of any defective
3622	3622	corporate act that involved the establishment of a record date for notice of
3623	3623	or voting at any meeting of stockholders, for action by consent of
3624	3624	stockholders in lieu of a meeting, or for any other purpose, the record date
3625	3625	for notice of or voting at such meeting, the record date for action by
3626	3626	consent or the record date for such other action, as the case may be, other
3627	3627	than holders whose identities or postal addresses cannot be determined
3628	3628	from the records of the corporation. The notice shall contain a copy of the
3629	3629	resolutions adopted by the board of directors pursuant to subsection (b)(1)
3630	3630	or the information required by subsection (b)(1)(A) through (E) and a
3631	3631	statement that any claim that the defective corporate act or putative stock
3632	3632	ratified hereunder is void or voidable due to the failure of authorization, or
3633	3633	that the district court should declare in its discretion that a ratification in
3634	3634	accordance with this section not be effective or be effective only on certain
3635	3635	conditions must be brought within 120 days from the applicable validation
3636	3636	effective time. At such meeting, the quorum and voting requirements
3637	3637	applicable to the ratification of such defective corporate act shall be the
3638	3638	quorum and voting requirements applicable to the type of defective
3639	3639	corporate act proposed to be ratified at the time of the approval of the
3640	3640	ratification, except that:
3641	3641	(1)(A) If the articles of incorporation or bylaws of the corporation,
3642	3642	any plan or agreement to which the corporation was a party or any
3643	3643	provision of the Kansas general corporation this code in effect as of the
3644	3644	time of the defective corporate act would have required a larger number or
3645	3645	portion of stock or of any class or series thereof or of specified
3646	3646	stockholders for a quorum to be present or to approve the defective
3647	3647	corporate act, the presence or approval of such larger number or portion of
3648	3648	stock or of such class or series thereof or of such specified stockholders
3649	3649	shall be required for a quorum to be present or to approve the ratification
3650	3650	of the defective corporate act, as applicable, except that the presence or
3651	3651	approval of shares of any class or series of which no shares are then
3652	3652	outstanding, or of any person that is no longer a stockholder, shall not be
3653	3653	required;
3654	3654	(2)(B) the approval by stockholders of the ratification of the election
3655	3655	of a director shall require the affirmative vote of the majority of shares
3656	3656	present at the meeting and entitled to vote on the election of such director,
3657	3657	except that if the articles of incorporation or bylaws of the corporation
3658	3658	then in effect or in effect at the time of the defective election require or
3659	3659	required a larger number or portion of stock or of any class or series
3660	3660	thereof or of specified stockholders to elect such director, the affirmative
3661	3661	1
3662	3662	2
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3702	3702	42
3703	3703	43 HB 2455 44
3704	3704	vote of such larger number or portion of stock or of any class or series
3705	3705	thereof or of such specified stockholders shall be required to ratify the
3706	3706	election of such director, except that the presence or approval of shares of
3707	3707	any class or series of which no shares are then outstanding, or of any
3708	3708	person that is no longer a stockholder, shall not be required; and
3709	3709	(3)(C) in the event of a failure of authorization resulting from failure
3710	3710	to comply with the provisions of K.S.A. 2022 Supp. 17-6427, and
3711	3711	amendments thereto, the ratification of the defective corporate act shall
3712	3712	require the vote set forth in K.S.A. 2022 Supp. 17-6427(a)(3), and
3713	3713	amendments thereto, regardless of whether such vote would have
3714	3714	otherwise been required.
3715	3715	(2) Shares of putative stock on the record date for determining
3716	3716	stockholders entitled to vote on any matter submitted to stockholders
3717	3717	pursuant to subsection (c), and without giving effect to any ratification that
3718	3718	becomes effective after such record date, shall neither be entitled to vote
3719	3719	nor counted for quorum purposes in any vote to ratify any defective
3720	3720	corporate act.
3721	3721	(e) If a defective corporate act ratified pursuant to this section would
3722	3722	have required under any other section of the Kansas general corporation
3723	3723	this code the filing of a document in accordance with K.S.A. 2022 Supp.
3724	3724	17-7910, and amendments thereto, then, whether or not a document was
3725	3725	previously filed in respect to such defective corporate act and in lieu of
3726	3726	filing the document otherwise required by provisions of the Kansas
3727	3727	general corporation this code, the corporation shall file a certificate of
3728	3728	validation with respect to such defective corporate act in accordance with
3729	3729	K.S.A. 2022 Supp. 17-7910, and amendments thereto. A separate
3730	3730	certificate of validation shall be required for each defective corporate act
3731	3731	requiring the filing of a certificate of validation under this section, except
3732	3732	that two or more defective corporate acts may be included in a single
3733	3733	certificate of validation if the corporation filed, or to comply with
3734	3734	provisions of the Kansas general corporation this code, would have filed, a
3735	3735	single document under another provision of the Kansas general
3736	3736	corporation this code to effect such acts, and two or more overissues of
3737	3737	shares of any class, classes or series of stock may be included in a single
3738	3738	certificate of validation, provided except that the increase in the number of
3739	3739	authorized shares of each such class or series set forth in the certificate of
3740	3740	validation shall be effective as of the date of the first such overissue. The
3741	3741	certificate of validation shall set forth:
3742	3742	(1) Each defective corporate act that is the subject of the certificate of
3743	3743	validation, including, in the case of any defective corporate act involving
3744	3744	the issuance of shares of putative stock, the number and type of shares of
3745	3745	putative stock issued and the date or dates upon which when such putative
3746	3746	shares were purported to have been issued, the date of such defective
3747	3747	1
3748	3748	2
3749	3749	3
3750	3750	4
3751	3751	5
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3786	3786	40
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3788	3788	42
3789	3789	43 HB 2455 45
3790	3790	corporate act, and the nature of the failure of authorization in respect to
3791	3791	such defective corporate act;
3792	3792	(2) a statement that such defective corporate act was ratified in
3793	3793	accordance with this section, including the date on which when the board
3794	3794	of directors ratified such defective corporate act and the date, if any, on
3795	3795	which when the stockholders approved the ratification of such defective
3796	3796	corporate act; and
3797	3797	(3) the information required by one of the following subparagraphs:
3798	3798	(A) If a document was previously filed under K.S.A. 2022 Supp. 17-
3799	3799	7910, and amendments thereto, in respect to such defective corporate act
3800	3800	and no changes to such document are required to give effect to such
3801	3801	defective corporate act in accordance with this section, the certificate of
3802	3802	validation shall set forth:
3803	3803	(i) The name, title and filing date of the document previously filed
3804	3804	and of any certificate of correction thereto; and
3805	3805	(ii) a statement that a copy of the document previously filed, together
3806	3806	with any certificate of correction thereto, is attached as an exhibit to the
3807	3807	certificate of validation;
3808	3808	(B) if a document was previously filed under K.S.A. 2022 Supp. 17-
3809	3809	7910, and amendments thereto, in respect to the defective corporate act
3810	3810	and such document requires any change to give effect to the defective
3811	3811	corporate act in accordance with this section, including a change to the
3812	3812	date and time of the effectiveness of such certificate, the certificate of
3813	3813	validation shall set forth:
3814	3814	(i) The name, title and filing date of the document so previously filed
3815	3815	and of any certificate of correction thereto;
3816	3816	(ii) a statement that a document containing all of the information
3817	3817	required to be included under the applicable section or sections of the
3818	3818	Kansas general corporation this code to give effect to the defective
3819	3819	corporate act is attached as an exhibit to the certificate of validation; and
3820	3820	(iii) the date that such certificate shall be deemed to have become
3821	3821	effective pursuant to this section; or
3822	3822	(C) if a document was not previously filed under K.S.A. 2022 Supp.
3823	3823	17-7910, and amendments thereto, in respect to the defective corporate act
3824	3824	and the defective corporate act ratified pursuant to this section would have
3825	3825	required under any other section of the Kansas general corporation this
3826	3826	code the filing of a document in accordance with K.S.A. 2022 Supp. 17-
3827	3827	7910, and amendments thereto, the certificate of validation shall set forth:
3828	3828	(i) A statement that a document containing all of the information
3829	3829	required to be included under the applicable section or sections of the
3830	3830	Kansas general corporation this code to give effect to the defective
3831	3831	corporate act is attached as an exhibit to the certificate of validation; and
3832	3832	(ii) the date and time that such certificate shall be deemed to have
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3875	3875	43 HB 2455 46
3876	3876	become effective pursuant to this section.
3877	3877	(4) A document attached to a certificate of validation pursuant to
3878	3878	paragraph (3)(B) or (C) need not be separately executed and
3879	3879	acknowledged and need not include any statement required by any other
3880	3880	section of the Kansas general corporation this code that such document has
3881	3881	been approved and adopted in accordance with the provisions of such
3882	3882	other section.
3883	3883	(f) From and after the validation effective time, unless otherwise
3884	3884	determined in an action brought pursuant to K.S.A. 2022 Supp. 17-6429,
3885	3885	and amendments thereto:
3886	3886	(1) Subject to the last sentence of subsection (d), each defective
3887	3887	corporate act ratified in accordance with this section shall no longer be
3888	3888	deemed void or voidable as a result of a the failure of authorization
3889	3889	described in the resolutions adopted pursuant to subsection (b) and such
3890	3890	effect shall be retroactive to the time of the defective corporate act; and
3891	3891	(2) subject to the last sentence of subsection (d), each share or
3892	3892	fraction of a share of putative stock issued or purportedly issued pursuant
3893	3893	to any such defective corporate act shall no longer be deemed void or
3894	3894	voidable and shall be deemed to be an identical share or fraction of a share
3895	3895	of outstanding stock as of the time it was purportedly issued.
3896	3896	(g) (1) In respect of each defective corporate act ratified by the board
3897	3897	of directors pursuant to subsection (b), prompt notice of the ratification
3898	3898	shall be given to all holders of valid stock and putative stock, whether
3899	3899	voting or nonvoting, as of the date the board of directors adopts the
3900	3900	resolutions approving such defective corporate act, or as of a date within
3901	3901	60 days after such date of adoption, as established by the board of
3902	3902	directors, at the postal address of such holder as it appears or most recently
3903	3903	appeared, as appropriate, on the records of the corporation. The notice also
3904	3904	shall be given to the holders of record of valid stock and putative stock,
3905	3905	whether voting or nonvoting, as of the time of the defective corporate act,
3906	3906	other than holders whose identities or postal addresses cannot be
3907	3907	determined from the records of the corporation. The notice shall contain a
3908	3908	copy of the resolutions adopted pursuant to subsection (b) or the
3909	3909	information specified in subsection (b)(1)(A) through (E) or subsection (b)
3910	3910	(2)(A) (b)(3)(A) through (C), as applicable, and a statement that any claim
3911	3911	that the defective corporate act or putative stock ratified hereunder is void
3912	3912	or voidable due to the failure of authorization, or that the district court
3913	3913	should declare in its discretion that a ratification in accordance with this
3914	3914	section not be effective or be effective only on certain conditions must be
3915	3915	brought within 120 days from the later of the validation effective time or
3916	3916	the time at which when the notice required by this subsection is given.
3917	3917	(2) Notwithstanding the provisions of paragraph (1):
3918	3918	(A) No such notice shall be required if notice of the ratification of the
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3958	3958	40
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3960	3960	42
3961	3961	43 HB 2455 47
3962	3962	defective corporate act is to be given in accordance with subsection (d);
3963	3963	and
3964	3964	(B) in the case of a corporation that has a class of stock listed on a
3965	3965	national securities exchange, the notice required by this subsection and
3966	3966	subsection (d)(1), may be deemed given if disclosed in a document
3967	3967	publicly filed by the corporation with the securities and exchange
3968	3968	commission pursuant to section 13, 14 or 15(d) of the securities exchange
3969	3969	act of 1934, as amended, 15 U.S.C. §§ 78m, 78n or 78o(d) and the rules
3970	3970	and regulations promulgated thereunder, or the corresponding provisions
3971	3971	of any subsequent federal securities laws, rules or regulations.
3972	3972	(3) If any defective corporate act has been approved by stockholders
3973	3973	acting pursuant to K.S.A. 17-6518, and amendments thereto, the notice
3974	3974	required by this subsection may be included in any notice required to be
3975	3975	given pursuant to K.S.A. 17-6518(e), and amendments thereto, and, if so
3976	3976	given, shall be sent to the stockholders entitled thereto under K.S.A. 17-
3977	3977	6518(e), and amendments thereto, and to all holders of valid and putative
3978	3978	stock to whom notice would be required under this subsection if the
3979	3979	defective corporate act had been approved at a meeting other than any
3980	3980	stockholder who approved the action by consent in lieu of a meeting
3981	3981	pursuant to K.S.A. 17-6518, and amendments thereto, or any holder of
3982	3982	putative stock who otherwise consented thereto in writing. Solely for
3983	3983	purposes of subsection (d) and this subsection, notice to holders of
3984	3984	putative stock, and notice to holders of valid stock and putative stock as of
3985	3985	the time of the defective corporate act, shall be treated as notice to holders
3986	3986	of valid stock for purposes of K.S.A. 17-6512, 17-6518, 17-6519, 17-6520,
3987	3987	17-6522 and 17-6523, and amendments thereto.
3988	3988	(h) As used in this section and in K.S.A. 2022 Supp. 17-6429, and
3989	3989	amendments thereto, only, the terms:
3990	3990	(1) "Defective corporate act" means an overissue, an election or
3991	3991	appointment of directors that is void or voidable due to a failure of
3992	3992	authorization, or any act or transaction purportedly taken by or on behalf
3993	3993	of the corporation that is, and at the time such act or transaction was
3994	3994	purportedly taken would have been, within the power of a corporation
3995	3995	under the provisions of article 61 of chapter 17 of the Kansas Statutes
3996	3996	Annotated, and amendments thereto, without regard to the failure of
3997	3997	authorization identified in subsection (b)(1)(D), but is void or voidable due
3998	3998	to a failure of authorization.
3999	3999	(2) "Failure of authorization" means:
4000	4000	(A) The failure to authorize or effect an act or transaction in
4001	4001	compliance with the provisions of this code, the articles of incorporation
4002	4002	or bylaws of the corporation, or any plan or agreement to which the
4003	4003	corporation is a party or the disclosure set forth in any proxy or consent
4004	4004	solicitation statement, if and to the extent such failure would render such
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4046	4046	42
4047	4047	43 HB 2455 48
4048	4048	act or transaction void or voidable; or
4049	4049	(B) the failure of the board of directors or any officer of the
4050	4050	corporation to authorize or approve any act or transaction taken by or on
4051	4051	behalf of the corporation that would have required for its due authorization
4052	4052	the approval of the board of directors or such officer.
4053	4053	(3) "Overissue" means the purported issuance of:
4054	4054	(A) Shares of capital stock of a class or series in excess of the number
4055	4055	of shares of such class or series the corporation has the power to issue
4056	4056	under K.S.A. 17-6411, and amendments thereto, at the time of such
4057	4057	issuance; or
4058	4058	(B) shares of any class or series of capital stock that is not then
4059	4059	authorized for issuance by the articles of incorporation of the corporation.
4060	4060	(4) "Putative stock" means the shares of any class or series of capital
4061	4061	stock of the corporation, including shares issued upon exercise of options,
4062	4062	rights, warrants or other securities convertible into shares of capital stock
4063	4063	of the corporation, or interests with respect thereto that were created or
4064	4064	issued pursuant to a defective corporate act, that:
4065	4065	(A) But for any failure of authorization, would constitute valid stock;
4066	4066	or
4067	4067	(B) cannot be determined by the board of directors to be valid stock.
4068	4068	(5) "Time of the defective corporate act" means the date and time the
4069	4069	defective corporate act was purported to have been taken.
4070	4070	(6) "Validation effective time" with respect to any defective corporate
4071	4071	act ratified pursuant to this section means the latest of:
4072	4072	(A) The time at which when the defective corporate act submitted to
4073	4073	the stockholders for approval pursuant to subsection (c) is approved by
4074	4074	such stockholders, or if no such vote of stockholders is required to approve
4075	4075	the ratification of the defective corporate act, the time at which when the
4076	4076	board of directors adopts the resolutions required by subsection (b)(1) or
4077	4077	(b)(2) (b);
4078	4078	(B) where no certificate of validation is required to be filed pursuant
4079	4079	to subsection (e), the time, if any, specified by the board of directors in the
4080	4080	resolutions adopted pursuant to subsection (b)(1) or (b)(2), which time (b)
4081	4081	shall not precede the time at which when such resolutions are adopted; and
4082	4082	(C) the time at which when any certificate of validation filed pursuant
4083	4083	to subsection (e) shall become effective in accordance with K.S.A. 2022
4084	4084	Supp. 17-7911, and amendments thereto.
4085	4085	(7) "Valid stock" means the shares of any class or series of capital
4086	4086	stock of the corporation that have been duly authorized and validly issued
4087	4087	in accordance with the Kansas general corporation this code.
4088	4088	(i) In the absence of actual fraud in the transaction, the judgment of
4089	4089	the board of directors that shares of stock are valid stock or putative stock
4090	4090	shall be conclusive, unless otherwise determined by the district court in a
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4133	4133	43 HB 2455 49
4134	4134	proceeding brought pursuant to K.S.A. 2022 Supp. 17-6429, and
4135	4135	amendments thereto.
4136	4136	(i)(j) Ratification under this section or validation under K.S.A. 2022
4137	4137	Supp. 17-6429, and amendments thereto, shall not be deemed to be the
4138	4138	exclusive means of ratifying or validating any act or transaction taken by
4139	4139	or on behalf of the corporation, including any defective corporate act, or
4140	4140	any issuance of stock, including any putative stock, or of adopting or
4141	4141	endorsing any act or transaction taken by or in the name of the corporation
4142	4142	prior to the commencement of its existence, and the absence or failure of
4143	4143	ratification in accordance with either this section or validation under
4144	4144	K.S.A. 2022 Supp. 17-6429, and amendments thereto, shall not, of itself,
4145	4145	affect the validity or effectiveness of any act or transaction or the issuance
4146	4146	of any stock properly ratified under common law or otherwise, nor shall it
4147	4147	create a presumption that any such act or transaction is or was a defective
4148	4148	corporate act or that such stock is void or voidable.
4149	4149	(j) This section shall be part of and supplemental to article 64 of
4150	4150	chapter 17 of the Kansas Statutes Annotated, and amendments thereto.
4151	4151	Sec. 21. K.S.A. 2022 Supp. 17-6502 is hereby amended to read as
4152	4152	follows: 17-6502. (a) Unless otherwise provided in the articles of
4153	4153	incorporation and subject to the provisions of K.S.A. 17-6503, and
4154	4154	amendments thereto, each stockholder shall be entitled to one vote for
4155	4155	each share of capital stock held by such stockholder. If the articles of
4156	4156	incorporation provide for more or less than one vote for any share on any
4157	4157	matter, every reference in this code to a majority or other proportion of
4158	4158	stock shall refer to such majority or other proportion of the votes of such
4159	4159	stock.
4160	4160	(b) Each stockholder entitled to vote at a meeting of stockholders or
4161	4161	to express consent or dissent to corporate action in writing without a
4162	4162	meeting may authorize another person or persons to act for the stockholder
4163	4163	by proxy as provided in this subsection, but no such proxy shall be voted
4164	4164	or acted upon after three years from its date, unless the proxy provides for
4165	4165	a longer period.
4166	4166	(c) Without limiting the manner in which a stockholder may authorize
4167	4167	another person or persons to act for such stockholder as proxy pursuant to
4168	4168	subsection (b), the following shall constitute a valid means by which a
4169	4169	stockholder may grant such authority:
4170	4170	(1) A stockholder, or such stockholder's authorized representative or
4171	4171	agent, may execute a writing document authorizing another person or
4172	4172	persons to act for such stockholder as proxy. Execution may be
4173	4173	accomplished by the stockholder or the stockholder's authorized officer,
4174	4174	director, employee or agent signing the writing or causing the
4175	4175	stockholder's signature to be affixed to the writing by any reasonable
4176	4176	means, including, but not limited to, facsimile signature; and
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4219	4219	43 HB 2455 50
4220	4220	(2) a stockholder may authorize another person or persons to act for
4221	4221	such stockholder as proxy by transmitting, or authorizing the transmission
4222	4222	of, a means of an electronic transmission, including telephonic
4223	4223	transmission, to the person who will be the holder of the proxy or to a
4224	4224	proxy solicitation firm, proxy support service organization, or like agent
4225	4225	duly authorized by the person who will be the holder of the proxy to
4226	4226	receive the transmission, provided that. Any such electronic transmission
4227	4227	must either set forth or be submitted with information from which it can be
4228	4228	determined that the electronic transmission was authorized by the
4229	4229	stockholder. If it is determined that such electronic transmissions are valid,
4230	4230	the inspectors or, if there are no inspectors, such other persons making that
4231	4231	determination shall specify the information upon which they relied; and
4232	4232	(3) the authorization of a person to act as a proxy may be
4233	4233	documented, signed and delivered in accordance with section 1, and
4234	4234	amendments thereto. Such authorization shall set forth, or be delivered
4235	4235	with information enabling the corporation to determine, the identity of the
4236	4236	stockholder granting such authorization.
4237	4237	(d) A copy, facsimile telecommunication, or other reliable
4238	4238	reproduction of the writing or document, including any electronic
4239	4239	transmission, authorized under subsections (c)(1) and (c)(2) may be
4240	4240	substituted for the original writing or transmission document for any
4241	4241	purpose for which the original writing or transmission document could be
4242	4242	used, except that such copy, facsimile telecommunication or other
4243	4243	reproduction shall be a complete reproduction of the entire original writing
4244	4244	or transmission document.
4245	4245	(e) A duly executed proxy shall be irrevocable if it states that it is
4246	4246	irrevocable and if, and only as long as, it is coupled with an interest
4247	4247	sufficient in law to support an irrevocable power. A proxy may be made
4248	4248	irrevocable regardless of whether the interest with which it is coupled is an
4249	4249	interest in the stock itself or an interest in the corporation generally.
4250	4250	Sec. 22. K.S.A. 2022 Supp. 17-6503 is hereby amended to read as
4251	4251	follows: 17-6503. (a) In order that the corporation may determine the
4252	4252	stockholders entitled to notice of any meeting of stockholders or any
4253	4253	adjournment thereof, the board of directors may fix a record date, which
4254	4254	record date that shall not precede the date upon which when the resolution
4255	4255	fixing the record date is adopted by the board of directors, and which
4256	4256	record date shall not be more than 60 nor less than 10 days before the date
4257	4257	of such meeting. If the board of directors so fixes a date, such date shall
4258	4258	also be the record date for determining the stockholders entitled to vote at
4259	4259	such meeting unless the board of directors determines, at the time it fixes
4260	4260	such record date, that a later date on or before the date of the meeting shall
4261	4261	be the date for making such determination. If no record date is fixed by the
4262	4262	board of directors, the record date for determining stockholders entitled to
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4305	4305	43 HB 2455 51
4306	4306	notice of and to vote at a meeting of stockholders shall be at the close of
4307	4307	business on the day next preceding the day on which when notice is given,
4308	4308	or, if notice is waived, at the close of business on the day next preceding
4309	4309	the day on which when the meeting is held. A determination of
4310	4310	stockholders of record entitled to notice of or to vote at a meeting of
4311	4311	stockholders shall apply to any adjournment of the meeting except that the
4312	4312	board of directors may fix a new record date for determination of
4313	4313	stockholders entitled to vote at the adjourned meeting, and in such case
4314	4314	shall also fix as the record date for stockholders entitled to notice of such
4315	4315	adjourned meeting the same or an earlier date as that fixed for
4316	4316	determination of stockholders entitled to vote in accordance with the
4317	4317	foregoing provisions of this subsection at the adjourned meeting.
4318	4318	(b) In order that the corporation may determine the stockholders
4319	4319	entitled to consent to corporate action in writing without a meeting in
4320	4320	accordance with K.S.A. 17-6518, and amendments thereto, the board of
4321	4321	directors may fix a record date which record date that shall not precede the
4322	4322	date upon which when the resolution fixing the record date is adopted by
4323	4323	the board of directors, and which date shall not be more than 10 days after
4324	4324	the date upon which when the resolution fixing the record date is adopted
4325	4325	by the board of directors. If no record date has been fixed by the board of
4326	4326	directors, the record date for determining stockholders entitled to consent
4327	4327	to corporate action in writing without a meeting, when no prior action by
4328	4328	the board of directors is required by this code, shall be the first date on
4329	4329	which when a signed written consent setting forth the action taken or
4330	4330	proposed to be taken is delivered to the corporation by delivery to its
4331	4331	registered office in this state, its principal place of business, or an officer
4332	4332	or agent of the corporation having custody of the book in which
4333	4333	proceedings of meetings of stockholders are recorded. Delivery made to a
4334	4334	corporation's registered office shall be by hand or by certified or registered
4335	4335	mail, return receipt requested in accordance with K.S.A. 17-6518(d), and
4336	4336	amendments thereto. If no record date has been fixed by the board of
4337	4337	directors and prior action by the board of directors is required by this code,
4338	4338	the record date for determining stockholders entitled to consent to
4339	4339	corporate action in writing without a meeting shall be at the close of
4340	4340	business on the day on which when the board of directors adopts the
4341	4341	resolution taking such prior action.
4342	4342	(c) In order that the corporation may determine the stockholders
4343	4343	entitled to receive payment of any dividend or other distribution or
4344	4344	allotment of any rights or the stockholders entitled to exercise any rights in
4345	4345	respect of any change, conversion or exchange of stock, or for the purpose
4346	4346	of any other lawful action, the board of directors may fix a record date,
4347	4347	which record date that shall not precede the date upon which when the
4348	4348	resolution fixing the record date is adopted, and which record date shall be
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4390	4390	42
4391	4391	43 HB 2455 52
4392	4392	not more than 60 days prior to such action. If no record date is fixed, the
4393	4393	record date for determining stockholders for any such purpose shall be at
4394	4394	the close of business on the day on which when the board of directors
4395	4395	adopts the resolution relating thereto.
4396	4396	Sec. 23. K.S.A. 2022 Supp. 17-6509 is hereby amended to read as
4397	4397	follows: 17-6509. (a) The officer who has charge of the stock ledger of a
4398	4398	corporation shall prepare and make, at least 10 days before every meeting
4399	4399	of stockholders, a complete list of the stockholders entitled to vote at the
4400	4400	meeting, except that if the record date for determining the stockholders
4401	4401	entitled to vote is less than 10 days before the meeting date, the list shall
4402	4402	reflect the stockholders entitled to vote as of the 10
4403	4403	th
4404	4404	day before the
4405	4405	meeting date, arranged in alphabetical order, and showing the postal
4406	4406	address of each stockholder and the number of shares registered in the
4407	4407	name of each stockholder. Nothing contained in this section shall require
4408	4408	the corporation to include electronic mail addresses or other electronic
4409	4409	contact information on such list. Such list shall be open to the examination
4410	4410	of any stockholder, for any purpose germane to the meeting for a period of
4411	4411	at least 10 days prior to the meeting: (1) On a reasonably accessible
4412	4412	electronic network, provided if that the information required to gain access
4413	4413	to such list is provided with the notice of the meeting; or (2) during
4414	4414	ordinary business hours, at the principal place of business of the
4415	4415	corporation. In the event that If the corporation determines to make the list
4416	4416	available on an electronic network, the corporation may take reasonable
4417	4417	steps to ensure that such information is available only to stockholders of
4418	4418	the corporation. If the meeting is to be held at a place, then the list shall be
4419	4419	produced and kept at the time and place of the meeting during the whole
4420	4420	time thereof, and may be inspected by any stockholder who is present. If
4421	4421	the meeting is to be held solely by means of remote communication, then
4422	4422	the list shall also be open to the examination of any stockholder during the
4423	4423	whole time of the meeting on a reasonably accessible electronic network,
4424	4424	and the information required to access such list shall be provided with the
4425	4425	notice of the meeting.
4426	4426	(b) If the corporation, or an officer or agent thereof, refuses to permit
4427	4427	examination of the list by a stockholder, such stockholder may apply to the
4428	4428	district court for an order to compel the corporation to permit such
4429	4429	examination. The burden of proof shall be on the corporation to establish
4430	4430	that the examination such stockholder seeks is for a purpose not germane
4431	4431	to the meeting. The court may summarily order the corporation to permit
4432	4432	examination of the list upon such conditions as the court may deem
4433	4433	appropriate, and may make such additional orders as may be appropriate,
4434	4434	including, without limitation, postponing the meeting or voiding the results
4435	4435	of the meeting.
4436	4436	(c) For purposes of this code, "stock ledger" means one or more
4437	4437	1
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4477	4477	41
4478	4478	42
4479	4479	43 HB 2455 53
4480	4480	records administered by or on behalf of the corporation in which the
4481	4481	names of all of the corporation's stockholders of record, the address and
4482	4482	number of shares registered in the name of each such stockholder and all
4483	4483	issuances and transfers of stock of the corporation are recorded in
4484	4484	accordance with K.S.A. 17-6514, and amendments thereto. The stock
4485	4485	ledger shall be the only evidence as to who are the stockholders entitled by
4486	4486	this section to examine the list required by this section or to vote in person
4487	4487	or by proxy at any meeting of stockholders.
4488	4488	Sec. 24. K.S.A. 2022 Supp. 17-6512 is hereby amended to read as
4489	4489	follows: 17-6512. (a) Whenever stockholders are required or permitted to
4490	4490	take any action at a meeting, a written notice of the meeting shall be given
4491	4491	which that shall state the place, if any, date and hour of the meeting, the
4492	4492	means of remote communication, if any, by which stockholders and proxy
4493	4493	holders may be deemed to be present in person and vote at such meeting,
4494	4494	the record date for determining the stockholders entitled to vote at the
4495	4495	meeting, if such date is different from the record date for determining
4496	4496	stockholders entitled to notice of the meeting, and, in the case of a special
4497	4497	meeting, the purpose or purposes for which the meeting is called.
4498	4498	(b) Unless otherwise provided in this code, the written notice of any
4499	4499	meeting shall be given not less than 10 nor more than 60 days before the
4500	4500	date of the meeting to each stockholder entitled to vote at such meeting as
4501	4501	of the record date for determining the stockholders entitled to notice of the
4502	4502	meeting. If mailed, notice is given when deposited in the United States
4503	4503	mail, postage prepaid, directed to the stockholder at such stockholder's
4504	4504	address as it appears on the records of the corporation. An affidavit of the
4505	4505	secretary or an assistant secretary or of the transfer agent or other agent of
4506	4506	the corporation that the notice has been given shall be prima facie
4507	4507	evidence of the facts stated therein in the absence of fraud.
4508	4508	(c) When a meeting is adjourned to another time or place, unless the
4509	4509	bylaws otherwise require, notice need not be given of the adjourned
4510	4510	meeting if the time, place, if any, thereof, and the means of remote
4511	4511	communication, if any, by which stockholders and proxy holders may be
4512	4512	deemed to be present in person and vote at such adjourned meeting are
4513	4513	announced at the meeting at which the adjournment is taken. At the
4514	4514	adjourned meeting the corporation may transact any business which that
4515	4515	might have been transacted at the original meeting. If the adjournment is
4516	4516	for more than 30 days, a notice of the adjourned meeting shall be given to
4517	4517	each stockholder of record entitled to vote at the meeting. If, after the
4518	4518	adjournment, a new record date for stockholders entitled to vote is fixed
4519	4519	for the adjourned meeting, the board of directors shall fix a new record
4520	4520	date for notice of such adjourned meeting in accordance with K.S.A. 17-
4521	4521	6503(a), and amendments thereto, and shall give notice of the adjourned
4522	4522	meeting to each stockholder of record entitled to vote at such adjourned
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4564	4564	42
4565	4565	43 HB 2455 54
4566	4566	meeting as of the record date fixed for notice of such adjourned meeting.
4567	4567	Sec. 25. K.S.A. 2022 Supp. 17-6514 is hereby amended to read as
4568	4568	follows: 17-6514. Any records maintained administered by a or on behalf
4569	4569	of the corporation in the regular course of its business, including its stock
4570	4570	ledger, books of account and minute books, may be kept on, or by means
4571	4571	of, or be in the form of any information storage device or, method
4572	4572	provided that, or one or more electronic networks or databases, including
4573	4573	one or more distributed electronic networks or databases, if the records so
4574	4574	kept can be converted into clearly legible paper form within a reasonable
4575	4575	time and, with respect to the stock ledger: (a) Can be used to prepare the
4576	4576	list of stockholders specified in K.S.A. 17-6509 and 17-6510, and
4577	4577	amendments thereto; (b) contain the information specified in K.S.A. 17-
4578	4578	6406, 17-6409, 17-6507(a) and 17-6508, and amendments thereto; and (c)
4579	4579	include transfers of stock as governed by article 8 of chapter 84 of the
4580	4580	Kansas Statutes Annotated, and amendments thereto. Any corporation
4581	4581	shall so convert any records so kept into clearly legible paper form upon
4582	4582	the request of any person entitled to inspect such records pursuant to any
4583	4583	provision of this code. When records are kept in such manner, a clearly
4584	4584	legible paper form produced prepared from or by the means of the
4585	4585	information storage device or, method, or one or more electronic networks
4586	4586	or databases, including one or more distributed electronic networks or
4587	4587	databases, shall be valid and admissible in evidence and shall be accepted
4588	4588	for all other purposes, to the same extent as an original paper record of the
4589	4589	same information would have been, provided if the paper form accurately
4590	4590	portrays the record.
4591	4591	Sec. 26. K.S.A. 2022 Supp. 17-6518 is hereby amended to read as
4592	4592	follows: 17-6518. (a) Unless otherwise provided in the articles of
4593	4593	incorporation, any action required by this code to be taken at any annual or
4594	4594	special meeting of stockholders of a corporation, or any action which that
4595	4595	may be taken at any annual or special meeting of such stockholders, may
4596	4596	be taken without a meeting, without prior notice and without a vote, if a
4597	4597	consent or consents in writing, setting forth the action so taken, are signed
4598	4598	by the holders of outstanding stock having not less than the minimum
4599	4599	number of votes that would be necessary to authorize or take such action at
4600	4600	a meeting at which all shares entitled to vote thereon were present and
4601	4601	voted and shall be delivered to the corporation by delivery to its registered
4602	4602	office in this state, its principal place of business or an officer or agent of
4603	4603	the corporation having custody of the book in which proceedings of
4604	4604	meetings of stockholders are recorded. Delivery made to a corporation's
4605	4605	registered office shall be by hand or by certified or registered mail, return
4606	4606	receipt requested in the manner required by this section.
4607	4607	(b) Unless otherwise provided in the articles of incorporation, any
4608	4608	action required by this code to be taken at a meeting of the members of a
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4651	4651	43 HB 2455 55
4652	4652	nonstock corporation, or any action which that may be taken at any
4653	4653	meeting of the members of a nonstock corporation, may be taken without a
4654	4654	meeting, without prior notice and without a vote, if a consent or consents
4655	4655	in writing, setting forth the action so taken, are signed by members having
4656	4656	not less than the minimum number of votes that would be necessary to
4657	4657	authorize or take such action at a meeting at which all members having a
4658	4658	right to vote thereon were present and voted and shall be delivered to the
4659	4659	corporation by delivery to its registered office in this state, its principal
4660	4660	place of business or an officer or agent of the corporation having custody
4661	4661	of the book in which proceedings of meetings of members are recorded.
4662	4662	Delivery made to a corporation's registered office shall be by hand or by
4663	4663	certified or registered mail, return receipt requested in the manner required
4664	4664	by this section.
4665	4665	(c) Every written consent shall bear the date of signature of each
4666	4666	stockholder or member who signs the consent, andA consent must be set
4667	4667	forth in writing or in an electronic transmission. No written consent shall
4668	4668	be effective to take the corporate action referred to therein in such consent
4669	4669	unless, within 60 days of the earliest dated consent delivered in the manner
4670	4670	required by this section to the corporation, written consents signed by a
4671	4671	sufficient number of holders or members to take action are delivered to the
4672	4672	corporation by delivery to its registered office in this state, its principal
4673	4673	place of business or an officer or agent of the corporation having custody
4674	4674	of the book in which proceedings of meetings of stockholders or members
4675	4675	are recorded. Delivery made to a corporation's registered office shall be by
4676	4676	hand or by certified or registered mail, return receipt requested in the
4677	4677	manner required by this section within 60 days of the first date when a
4678	4678	consent is so delivered to the corporation. Any person executing a consent
4679	4679	may provide, whether through instruction to an agent or otherwise, that
4680	4680	such a consent will be effective at a future time, including a time
4681	4681	determined upon the happening of an event, no later than 60 days after
4682	4682	such instruction is given or such provision is made, and, for the purposes
4683	4683	of this section, if evidence of such instruction or provision is provided to
4684	4684	the corporation, such later effective time shall serve as the date of
4685	4685	signature. Unless otherwise provided, any such consent shall be revocable
4686	4686	prior to its becoming effective. All references to a "consent" in this section
4687	4687	mean a consent permitted by this section.
4688	4688	(d) (1) Any electronic transmission consenting to an action to be
4689	4689	taken and transmitted by a stockholder, member or proxyholder, or by a
4690	4690	person or persons authorized to act for a stockholder, member or
4691	4691	proxyholder, shall be deemed to be written, signed and dated for the
4692	4692	purposes of this section, provided that any such electronic transmission
4693	4693	sets forth or is delivered with information from which the corporation can
4694	4694	determine: (A) That the electronic transmission was transmitted by the
4695	4695	1
4696	4696	2
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4736	4736	42
4737	4737	43 HB 2455 56
4738	4738	stockholder, member or proxyholder or by a person or persons authorized
4739	4739	to act for the stockholder, member or proxyholder; and (B) the date on
4740	4740	which such stockholder, member or proxyholder or authorized person or
4741	4741	persons transmitted such electronic transmission. The date on which such
4742	4742	electronic transmission is transmitted shall be deemed to be the date on
4743	4743	which such consent was signed. No consent given by electronic
4744	4744	transmission shall be deemed to have been delivered until such consent is
4745	4745	reproduced in paper form and until such paper form shall be delivered to
4746	4746	the corporation by delivery to its registered office in this state, its principal
4747	4747	place of business or an officer or agent of the corporation having custody
4748	4748	of the book in which proceedings of meetings of stockholders or members
4749	4749	are recorded. Delivery made to a corporation's registered office shall be by
4750	4750	hand or by certified or registered mail, return receipt requested.
4751	4751	Notwithstanding the foregoing limitations on delivery, any consent or
4752	4752	consents given by electronic transmission, may be otherwise delivered to
4753	4753	the principal place of business of the corporation or to an officer or agent
4754	4754	of the corporation having custody of the book in which proceedings of
4755	4755	meetings of stockholders or members are recorded if, to the extent and in
4756	4756	the manner provided by resolution of the board of directors or governing
4757	4757	body of the corporationA consent permitted by this section shall be
4758	4758	delivered: (A) To the principal place of business of the corporation; (B) to
4759	4759	an officer or agent of the corporation having custody of the book in which
4760	4760	proceedings of meetings of stockholders or members are recorded; (C) to
4761	4761	the registered office of the corporation in this state by hand or by certified
4762	4762	or registered mail, return receipt requested; or (D) subject to paragraph
4763	4763	(2), in accordance with section 1, and amendments thereto, to an
4764	4764	information processing system, if any, designated by the corporation for
4765	4765	receiving such consents.
4766	4766	(2) In the case of delivery pursuant to subsection (d)(1)(D), such
4767	4767	consent must set forth or be delivered with information that enables the
4768	4768	corporation to determine the date of delivery of such consent and the
4769	4769	identity of the person giving such consent, and, if such consent is given by
4770	4770	a person authorized to act for a stockholder or member as proxy, such
4771	4771	consent must comply with the applicable provisions of K.S.A. 17-6502(c)
4772	4772	(2) and (c)(3), and amendments thereto.
4773	4773	(3) Any copy, facsimile or other reliable reproduction of a consent in
4774	4774	writing may be substituted or used in lieu of the original writing for any
4775	4775	and all purposes for which the original writing could be used, provided
4776	4776	that. Such copy, facsimile or other reproduction shall be a complete
4777	4777	reproduction of the entire original writing. A consent may be documented
4778	4778	and signed in accordance with section 1, and amendments thereto, and
4779	4779	when so documented or signed shall be deemed to be in writing for
4780	4780	purposes of this code. If such consent is delivered pursuant to subsection
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4782	4782	2
4783	4783	3
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4823	4823	43 HB 2455 57
4824	4824	(d)(1)(A), (B) or (C), such consent must be reproduced and delivered in
4825	4825	paper form.
4826	4826	(e) Prompt notice of the taking of any corporate action without a
4827	4827	meeting by less than unanimous written consent shall be given to those
4828	4828	stockholders or members who have not consented in writing and who, if
4829	4829	the action had been taken at a meeting, would have been entitled to notice
4830	4830	of the meeting if the record date for notice of such meeting had been the
4831	4831	date that a written consent or consents signed by a sufficient number of
4832	4832	stockholders or members to take the action were delivered to the
4833	4833	corporation as provided in subsection (c) this section. In the event that the
4834	4834	action which that is consented to is such as would have required the filing
4835	4835	of a certificate under any other section of this code, if such action had been
4836	4836	voted on by stockholders or members at a meeting thereof, the certificate
4837	4837	filed under such other section shall state, in lieu of any statement required
4838	4838	by such section concerning any vote of stockholders or members, that
4839	4839	written consent has been given in accordance with the provisions of this
4840	4840	section.
4841	4841	Sec. 27. K.S.A. 17-6520 is hereby amended to read as follows: 17-
4842	4842	6520. (a) Whenever notice is required to be given, under any provision of
4843	4843	this act or of the articles of incorporation or bylaws of any corporation, to
4844	4844	any person with whom communication is unlawful, the giving of such
4845	4845	notice to such person shall not be required and there shall be no duty to
4846	4846	apply to any governmental authority or agency for a license or permit to
4847	4847	give such notice to such person. Any action or meeting which shall be that
4848	4848	is taken or held without notice to any such person with whom
4849	4849	communication is unlawful shall have the same force and effect as if such
4850	4850	notice had been duly given. In the event that the action taken by the
4851	4851	corporation is such as to require the filing of a certificate under any of the
4852	4852	other sections of this act, the certificate shall state, if such is the fact and if
4853	4853	notice is required, that notice was given to all persons entitled to receive
4854	4854	notice except such persons with whom communication is unlawful.
4855	4855	(b) Whenever notice is required to be given, under any provision of
4856	4856	this act or the articles of incorporation or bylaws of any corporation, to any
4857	4857	stockholder or, if the corporation is a nonstock corporation, to any
4858	4858	member, to whom (1) notice of two consecutive annual meetings, and all
4859	4859	notices of meetings or of the taking of action by written consent without a
4860	4860	meeting to such person during the period between such two consecutive
4861	4861	annual meetings, or (2) all, and at least two payments, if sent by first class
4862	4862	mail, of dividends or interest on securities during a 12-month period, have
4863	4863	been mailed addressed to such person at such person's postal address as
4864	4864	shown on the records of the corporation and have been returned
4865	4865	undeliverable, the giving of such notice to such person shall not be
4866	4866	required. Any action or meeting which shall be that is taken or held
4867	4867	1
4868	4868	2
4869	4869	3
4870	4870	4
4871	4871	5
4872	4872	6
4873	4873	7
4874	4874	8
4875	4875	9
4876	4876	10
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4878	4878	12
4879	4879	13
4880	4880	14
4881	4881	15
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4884	4884	18
4885	4885	19
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4887	4887	21
4888	4888	22
4889	4889	23
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4891	4891	25
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4893	4893	27
4894	4894	28
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4896	4896	30
4897	4897	31
4898	4898	32
4899	4899	33
4900	4900	34
4901	4901	35
4902	4902	36
4903	4903	37
4904	4904	38
4905	4905	39
4906	4906	40
4907	4907	41
4908	4908	42
4909	4909	43 HB 2455 58
4910	4910	without notice to such person shall have the same force and effect as if
4911	4911	such notice had been duly given. If any such person shall deliver to the
4912	4912	corporation a written notice setting forth such person's then current postal
4913	4913	address, the requirement that notice be given to such person shall be
4914	4914	reinstated. In the event that the action taken by the corporation is such as
4915	4915	to require the filing of a certificate under any of the other sections of this
4916	4916	chapter, the certificate need not state that notice was not given to persons
4917	4917	to whom notice was not required to be given pursuant to this subsection.
4918	4918	(c) The exception in subsection (b)(1) to the requirement that notice
4919	4919	be given shall not be applicable to:
4920	4920	(1) Any notice returned as undeliverable if the notice was given by
4921	4921	electronic transmission; or
4922	4922	(2) any stockholder or member whose electronic mail address
4923	4923	appears on the records of the corporation and to whom notice by
4924	4924	electronic transmission is not prohibited by K.S.A. 17-6522, and
4925	4925	amendments thereto.
4926	4926	Sec. 28. K.S.A. 2022 Supp. 17-6522 is hereby amended to read as
4927	4927	follows: 17-6522. (a) Without limiting the manner by which notice
4928	4928	otherwise may be given effectively to stockholders, any notice to
4929	4929	stockholders given by the corporation under any provision of this code or
4930	4930	the articles of incorporation or bylaws may be given in writing directed to
4931	4931	the stockholder's postal address, or by electronic transmission directed to
4932	4932	the stockholder's electronic mail address, as applicable, as it appears on
4933	4933	the records of the corporation and shall be given: (1) If mailed, when the
4934	4934	notice is deposited in the U.S. mail, postage prepaid; (2) if delivered by
4935	4935	courier service, the earlier of when the notice is received or left at such
4936	4936	stockholder's address; or (3) if given by electronic mail, when directed to
4937	4937	such stockholder's electronic mail address unless the stockholder has
4938	4938	notified the corporation in writing or by electronic transmission of an
4939	4939	objection to receiving notice by electronic mail or such notice is
4940	4940	prohibited by subsection (e). A notice by electronic mail must include a
4941	4941	prominent legend that the communication is an important notice regarding
4942	4942	the corporation.
4943	4943	(b) Without limiting the manner by which notice otherwise may be
4944	4944	given effectively to stockholders, but subject to subsection (e), any notice
4945	4945	to stockholders given by the corporation under any provision of this code,
4946	4946	or the articles of incorporation, or the bylaws shall be effective if given by
4947	4947	a form of electronic transmission consented to by the stockholder to whom
4948	4948	the notice is given. Any such consent shall be revocable by the stockholder
4949	4949	by written notice or electronic transmission to the corporation. Any such
4950	4950	consent shall be deemed revoked if: (1) The corporation is unable to
4951	4951	deliver by electronic transmission two consecutive notices given by the
4952	4952	corporation in accordance with such consent; and (2) such inability
4953	4953	1
4954	4954	2
4955	4955	3
4956	4956	4
4957	4957	5
4958	4958	6
4959	4959	7
4960	4960	8
4961	4961	9
4962	4962	10
4963	4963	11
4964	4964	12
4965	4965	13
4966	4966	14
4967	4967	15
4968	4968	16
4969	4969	17
4970	4970	18
4971	4971	19
4972	4972	20
4973	4973	21
4974	4974	22
4975	4975	23
4976	4976	24
4977	4977	25
4978	4978	26
4979	4979	27
4980	4980	28
4981	4981	29
4982	4982	30
4983	4983	31
4984	4984	32
4985	4985	33
4986	4986	34
4987	4987	35
4988	4988	36
4989	4989	37
4990	4990	38
4991	4991	39
4992	4992	40
4993	4993	41
4994	4994	42
4995	4995	43 HB 2455 59
4996	4996	becomes known to the secretary or an assistant secretary of the corporation
4997	4997	or to the transfer agent, or other person responsible for the giving of
4998	4998	notice. The inadvertent failure to treat such inability as a revocation shall
4999	4999	not invalidate any meeting or other action A corporation may give a notice
5000	5000	by electronic mail in accordance with subsection (a) without obtaining the
5001	5001	consent required by this subsection.
5002	5002	(b)(c) Notice given pursuant to subsection (a) (b) shall be deemed
5003	5003	given:
5004	5004	(1) If by facsimile telecommunication, when directed to a number at
5005	5005	which the stockholder has consented to receive notice;
5006	5006	(2) if by electronic mail, when directed to an electronic mail address at
5007	5007	which the stockholder has consented to receive notice; (3) if by a posting
5008	5008	on an electronic network together with separate notice to the stockholder
5009	5009	of such specific posting, upon the later of:
5010	5010	(A) Such posting; and
5011	5011	(B) the giving of such separate notice; and
5012	5012	(4)(3) if by any other form of electronic transmission, when directed
5013	5013	to the stockholder. An affidavit of the secretary or an assistant secretary or
5014	5014	of the transfer agent or other agent of the corporation that the notice has
5015	5015	been given by a form of electronic transmission, in the absence of fraud,
5016	5016	shall be prima facie evidence of the facts stated therein.
5017	5017	(c)(d) For purposes of this code,:
5018	5018	(1) "Electronic transmission" means any form of communication, not
5019	5019	directly involving the physical transmission of paper, including the use of,
5020	5020	or participation in, one or more electronic networks or databases or one
5021	5021	or more distributed electronic networks or databases, that creates a record
5022	5022	that may be retained, retrieved and reviewed by a recipient thereof, and
5023	5023	that may be directly reproduced in paper form by such a recipient through
5024	5024	an automated process;
5025	5025	(2) "electronic mail" means an electronic transmission directed to a
5026	5026	unique electronic mail address, including any files attached thereto and
5027	5027	any information hyperlinked to a website if such electronic mail includes
5028	5028	the contact information of an officer or agent of the corporation who is
5029	5029	available to assist with accessing such files and information; and
5030	5030	(3) "electronic mail address" means a destination, commonly
5031	5031	expressed as a string of characters, consisting of a unique username or
5032	5032	mailbox, commonly referred to as the "local part" of the address, and a
5033	5033	reference to an internet domain, commonly referred to as the "domain
5034	5034	part" of the address, whether or not displayed, to which electronic mail
5035	5035	can be sent or delivered.
5036	5036	(e) Notwithstanding the provisions of this section, a notice shall not
5037	5037	be given by an electronic transmission from and after the time that the
5038	5038	corporation is unable to deliver by such electronic transmission two
5039	5039	1
5040	5040	2
5041	5041	3
5042	5042	4
5043	5043	5
5044	5044	6
5045	5045	7
5046	5046	8
5047	5047	9
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5049	5049	11
5050	5050	12
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5053	5053	15
5054	5054	16
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5057	5057	19
5058	5058	20
5059	5059	21
5060	5060	22
5061	5061	23
5062	5062	24
5063	5063	25
5064	5064	26
5065	5065	27
5066	5066	28
5067	5067	29
5068	5068	30
5069	5069	31
5070	5070	32
5071	5071	33
5072	5072	34
5073	5073	35
5074	5074	36
5075	5075	37
5076	5076	38
5077	5077	39
5078	5078	40
5079	5079	41
5080	5080	42
5081	5081	43 HB 2455 60
5082	5082	consecutive notices given by the corporation and such inability becomes
5083	5083	known to the secretary or an assistant secretary of the corporation or to
5084	5084	the transfer agent, or other person responsible for the giving of notice, but
5085	5085	the inadvertent failure to discover such inability shall not invalidate any
5086	5086	meeting or other action.
5087	5087	(f) An affidavit of the secretary or an assistant secretary or of the
5088	5088	transfer agent or other agent of the corporation that notice has been given
5089	5089	shall, in the absence of fraud, be prima facie evidence of the facts stated in
5090	5090	the affidavit.
5091	5091	(d)(g) No provision of this section, except for subsections (a)(1), (d)
5092	5092	(2) and (d)(3), shall not apply to K.S.A. 17-6414, 17-6906, 17-7001 or 17-
5093	5093	7002, and amendments thereto.
5094	5094	Sec. 29. K.S.A. 2022 Supp. 17-6701 is hereby amended to read as
5095	5095	follows: 17-6701. (a) Any two or more corporations existing under the
5096	5096	laws of this state may merge into a single surviving corporation, which
5097	5097	that may be any one of the constituent corporations or may consolidate
5098	5098	into a new resulting corporation formed by the consolidation, pursuant to
5099	5099	an agreement of merger or consolidation, as the case may be, complying
5100	5100	and approved in accordance with this section.
5101	5101	(b) The board of directors of each corporation which that desires to
5102	5102	merge or consolidate shall adopt a resolution approving an agreement of
5103	5103	merger or consolidation and declaring its advisibility advisability. The
5104	5104	agreement shall state: (1) The terms and conditions of the merger or
5105	5105	consolidation; (2) the mode of carrying the same into effect; (3) in the case
5106	5106	of a merger, such amendments or changes in the articles of incorporation
5107	5107	of the surviving corporation as are desired to be effected by the merger,
5108	5108	which amendments or changes may amend and restate the articles of
5109	5109	incorporation of the surviving corporation in their entirety, or, if no such
5110	5110	amendments or changes are desired, a statement that the articles of
5111	5111	incorporation of the surviving corporation shall be its articles of
5112	5112	incorporation; (4) in the case of a consolidation, that the articles of
5113	5113	incorporation of the resulting corporation shall be as are set forth in an
5114	5114	attachment to the agreement; (5) the manner, if any, of converting the
5115	5115	shares of each of the constituent corporations into shares or other securities
5116	5116	of the corporation surviving or resulting from the merger or consolidation,
5117	5117	or of cancelling some or all of such shares and, if any shares of any of the
5118	5118	constituent corporations are not to remain outstanding, to be converted
5119	5119	solely into shares or other securities of the surviving or resulting
5120	5120	corporation or to be cancelled, the cash, property, rights or securities of
5121	5121	any other corporation or entity which that the holders of such shares are to
5122	5122	receive in exchange for, or upon conversion of, such shares and the
5123	5123	surrender of any certificates evidencing them, which and such cash,
5124	5124	property, rights or securities of any other corporation or entity may be in
5125	5125	1
5126	5126	2
5127	5127	3
5128	5128	4
5129	5129	5
5130	5130	6
5131	5131	7
5132	5132	8
5133	5133	9
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5150	5150	26
5151	5151	27
5152	5152	28
5153	5153	29
5154	5154	30
5155	5155	31
5156	5156	32
5157	5157	33
5158	5158	34
5159	5159	35
5160	5160	36
5161	5161	37
5162	5162	38
5163	5163	39
5164	5164	40
5165	5165	41
5166	5166	42
5167	5167	43 HB 2455 61
5168	5168	addition to or in lieu of shares or other securities of the surviving or
5169	5169	resulting corporation; and (6) such other details or provisions as are
5170	5170	deemed desirable, including, without limiting the generality of the
5171	5171	foregoing this subsection, a provision for the payment of cash in lieu of the
5172	5172	issuance or recognition of fractional shares, interests or rights or other
5173	5173	securities of the surviving or resulting corporation or of any other
5174	5174	corporation or entity the shares, rights or other securities of which are to
5175	5175	be received in the merger or consolidation, or for any other arrangement
5176	5176	with respect thereto, consistent with the provisions of K.S.A. 17-6405, and
5177	5177	amendments thereto. The agreement so adopted shall be executed by an
5178	5178	authorized person, except that if the agreement is filed, it shall be executed
5179	5179	in accordance with K.S.A. 2022 Supp. 17-7908, and amendments thereto.
5180	5180	Any terms of the agreement of merger or consolidation may be made
5181	5181	dependent upon facts ascertainable outside of such agreement, provided
5182	5182	that if the manner in which such facts shall operate upon the terms of the
5183	5183	agreement is clearly and expressly set forth in the agreement of merger or
5184	5184	consolidation. The term "Facts," as used in the preceding sentence,
5185	5185	includes, but is not limited to, the occurrence of any event, including a
5186	5186	determination or action by any person or body, including the corporation.
5187	5187	(c) (1) The agreement required by subsection (b) shall be submitted to
5188	5188	the stockholders of each constituent corporation at an annual or special
5189	5189	meeting for the purpose of acting on the agreement.
5190	5190	(2) Due notice of the time, place and purpose of the meeting shall be
5191	5191	mailed given to each holder of stock, whether voting or nonvoting, of the
5192	5192	corporation at the stockholder's postal address as it appears on the records
5193	5193	of the corporation, at least 20 days prior to the date of the meeting. The
5194	5194	notice shall contain a copy of the agreement or a brief summary thereof.
5195	5195	(3) At the meeting the agreement shall be considered and a vote taken
5196	5196	for its adoption or rejection. If a majority of the outstanding stock of the
5197	5197	corporation entitled to vote thereon shall be voted for the adoption of the
5198	5198	agreement, that fact shall be certified on the agreement by the secretary or
5199	5199	assistant secretary of the corporation, except that such certification on the
5200	5200	agreement shall not be required if a certificate of merger or consolidation
5201	5201	is filed in lieu of filing the agreement. If the agreement shall be so adopted
5202	5202	and certified by each constituent corporation, it shall then be filed, and
5203	5203	shall become effective, in accordance with K.S.A. 2022 Supp. 17-7910
5204	5204	and 17-7911, and amendments thereto.
5205	5205	(4) In lieu of filing the agreement of merger or consolidation required
5206	5206	by this section, the surviving or resulting corporation may file a certificate
5207	5207	of merger or consolidation, executed in accordance with K.S.A. 2022
5208	5208	Supp. 17-7908, and amendments thereto, which that states:
5209	5209	(A) The name and state of incorporation of each of the constituent
5210	5210	corporations;
5211	5211	1
5212	5212	2
5213	5213	3
5214	5214	4
5215	5215	5
5216	5216	6
5217	5217	7
5218	5218	8
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5227	5227	17
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5235	5235	25
5236	5236	26
5237	5237	27
5238	5238	28
5239	5239	29
5240	5240	30
5241	5241	31
5242	5242	32
5243	5243	33
5244	5244	34
5245	5245	35
5246	5246	36
5247	5247	37
5248	5248	38
5249	5249	39
5250	5250	40
5251	5251	41
5252	5252	42
5253	5253	43 HB 2455 62
5254	5254	(B) that an agreement of merger or consolidation has been approved,
5255	5255	adopted, certified and executed by each of the constituent corporations in
5256	5256	accordance with this section;
5257	5257	(C) the name of the surviving or resulting corporation;
5258	5258	(D) in the case of a merger, such amendments or changes in the
5259	5259	articles of incorporation of the surviving corporation as are desired to be
5260	5260	effected by the merger, which amendments or changes may amend and
5261	5261	restate the articles of incorporation of the surviving corporation in their
5262	5262	entirety, or, if no such amendments or changes are desired, a statement that
5263	5263	the articles of incorporation shall be the articles of incorporation of the
5264	5264	surviving corporation;
5265	5265	(E) in the case of a consolidation, that the articles of incorporation of
5266	5266	the resulting corporation shall be as are set forth in an attachment to the
5267	5267	certificate;
5268	5268	(F) that the executed agreement of consolidation or merger is on file
5269	5269	at the principal place of business of the surviving or resulting corporation,
5270	5270	stating the address thereof; and
5271	5271	(G) that a copy of the agreement of consolidation or merger will be
5272	5272	furnished by the surviving or resulting corporation, on request and without
5273	5273	cost, to any stockholder of any constituent corporation.
5274	5274	(d) (1) Any agreement of merger or consolidation may contain a
5275	5275	provision that at any time prior to the time that the agreement, or a
5276	5276	certificate in lieu thereof, filed with the secretary of state becomes
5277	5277	effective in accordance with K.S.A. 2022 Supp. 17-7911, and amendments
5278	5278	thereto, the agreement may be terminated by the board of directors of any
5279	5279	constituent corporation notwithstanding approval of the agreement by the
5280	5280	stockholders of all or any of the constituent corporations; in the event the
5281	5281	agreement of merger or consolidation is terminated after the filing of the
5282	5282	agreement, or a certificate in lieu thereof, with the secretary of state but
5283	5283	before the agreement, or a certificate in lieu thereof, has become effective,
5284	5284	a certificate of termination of merger or consolidation shall be filed in
5285	5285	accordance with K.S.A. 2022 Supp. 17-7910, and amendments thereto.
5286	5286	(2) Any agreement of merger or consolidation may contain a
5287	5287	provision that the boards of directors of the constituent corporations may
5288	5288	amend the agreement at any time prior to the time that the agreement, or a
5289	5289	certificate in lieu thereof, filed with the secretary of state becomes
5290	5290	effective in accordance with K.S.A. 2022 Supp. 17-7911, and amendments
5291	5291	thereto, except that an amendment made subsequent to the adoption of the
5292	5292	agreement by the stockholders of any constituent corporation shall not:
5293	5293	(1)(A) Alter or change the amount or kind of shares, securities, cash,
5294	5294	property or rights to be received in exchange for or on conversion of all or
5295	5295	any of the shares of any class or series thereof of such constituent
5296	5296	corporation;
5297	5297	1
5298	5298	2
5299	5299	3
5300	5300	4
5301	5301	5
5302	5302	6
5303	5303	7
5304	5304	8
5305	5305	9
5306	5306	10
5307	5307	11
5308	5308	12
5309	5309	13
5310	5310	14
5311	5311	15
5312	5312	16
5313	5313	17
5314	5314	18
5315	5315	19
5316	5316	20
5317	5317	21
5318	5318	22
5319	5319	23
5320	5320	24
5321	5321	25
5322	5322	26
5323	5323	27
5324	5324	28
5325	5325	29
5326	5326	30
5327	5327	31
5328	5328	32
5329	5329	33
5330	5330	34
5331	5331	35
5332	5332	36
5333	5333	37
5334	5334	38
5335	5335	39
5336	5336	40
5337	5337	41
5338	5338	42
5339	5339	43 HB 2455 63
5340	5340	(2)(B) alter or change any term of the articles of incorporation of the
5341	5341	surviving or resulting corporation to be effected by the merger or
5342	5342	consolidation; or
5343	5343	(3)(C) alter or change any of the terms and conditions of the
5344	5344	agreement if such alteration or change would adversely affect the holders
5345	5345	of any class or series thereof of such constituent corporation. In the event
5346	5346	the agreement of merger or consolidation is amended after the filing
5347	5347	thereof with the secretary of state but before the agreement has become
5348	5348	effective, a certificate of amendment of merger or consolidation shall be
5349	5349	filed in accordance with K.S.A. 2022 Supp. 17-7910, and amendments
5350	5350	thereto.
5351	5351	(e) In the case of a merger, the articles of incorporation of the
5352	5352	surviving corporation shall automatically be amended to the extent, if any,
5353	5353	that changes in the articles of incorporation are set forth in the agreement
5354	5354	of merger.
5355	5355	(f) (1) Notwithstanding the requirements of subsection (c), unless
5356	5356	required by its articles of incorporation, no vote of stockholders of a
5357	5357	constituent corporation surviving a merger shall be necessary to authorize
5358	5358	a merger if:
5359	5359	(A) The agreement of merger does not amend in any respect the
5360	5360	articles of incorporation of such constituent corporation;
5361	5361	(B) each share of stock of such constituent corporation outstanding
5362	5362	immediately prior to the effective date of the merger is to be an identical
5363	5363	outstanding or treasury share of the surviving corporation after the
5364	5364	effective date of the merger; and
5365	5365	(C) either no shares of common stock of the surviving corporation
5366	5366	and no shares, securities or obligations convertible into such stock are to
5367	5367	be issued or delivered under the plan of merger, or the authorized unissued
5368	5368	shares or the treasury shares of common stock of the surviving corporation
5369	5369	to be issued or delivered under the plan of merger plus those initially
5370	5370	issuable upon conversion of any other shares, securities or obligations to
5371	5371	be issued or delivered under such plan do not exceed 20% of the shares of
5372	5372	common stock of such constituent corporation outstanding immediately
5373	5373	prior to the effective date of the merger.
5374	5374	(2) No vote of stockholders of a constituent corporation shall be
5375	5375	necessary to authorize a merger or consolidation if no shares of the stock
5376	5376	of such corporation shall have been issued prior to the adoption by the
5377	5377	board of directors of the resolution approving the agreement of merger or
5378	5378	consolidation.
5379	5379	(3) If an agreement of merger is adopted by the constituent
5380	5380	corporation surviving the merger, by action of its board of directors and
5381	5381	without any vote of its stockholders pursuant to this subsection, the
5382	5382	secretary or assistant secretary of that corporation shall certify on the
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5419	5419	37
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5422	5422	40
5423	5423	41
5424	5424	42
5425	5425	43 HB 2455 64
5426	5426	agreement that the agreement has been adopted pursuant to this subsection
5427	5427	and:
5428	5428	(A) If it has been adopted pursuant to subsection (f)(1), that the
5429	5429	conditions specified in that subsection have been satisfied; or
5430	5430	(B) if it has been adopted pursuant to subsection (f)(2), that no shares
5431	5431	of stock of such corporation were issued prior to the adoption by the board
5432	5432	of directors of the resolution approving the agreement of merger or
5433	5433	consolidation.
5434	5434	(4) The agreement so adopted and certified shall then be executed and
5435	5435	filed, and shall become effective, in accordance with K.S.A. 2022 Supp.
5436	5436	17-7908 through 17-7911, and amendments thereto. Such filing shall
5437	5437	constitute a representation by the person who executes the agreement that
5438	5438	the facts stated in the certificate remain true immediately prior to such
5439	5439	filing.
5440	5440	(g) Notwithstanding the requirements of subsection (c), unless
5441	5441	expressly required by its articles of incorporation, no vote of stockholders
5442	5442	of a constituent corporation shall be necessary to authorize a merger with
5443	5443	or into a single direct or indirect wholly-owned subsidiary of such
5444	5444	constituent corporation if:
5445	5445	(1) Such constituent corporation and the direct or indirect wholly-
5446	5446	owned subsidiary of such constituent corporation are the only constituent
5447	5447	entities to the merger;
5448	5448	(2) each share or fraction of a share of the capital stock of the
5449	5449	constituent corporation outstanding immediately prior to the effective time
5450	5450	of the merger is converted in the merger into a share or equal fraction of
5451	5451	share of capital stock of a holding company having the same designations,
5452	5452	rights, powers and preferences, and the qualifications, limitations and
5453	5453	restrictions thereof, as the share of stock of the constituent corporation
5454	5454	being converted in the merger;
5455	5455	(3) the holding company and the constituent corporation are
5456	5456	corporations of this state and the direct or indirect wholly-owned
5457	5457	subsidiary that is the other constituent entity to the merger is a corporation
5458	5458	or limited liability company of this state;
5459	5459	(4) the articles of incorporation and bylaws of the holding company
5460	5460	immediately following the effective time of the merger contain provisions
5461	5461	identical to the articles of incorporation and bylaws of the constituent
5462	5462	corporation immediately prior to the effective time of the merger, other
5463	5463	than provisions, if any, regarding the incorporator or incorporators, the
5464	5464	corporate name, the registered office and agent, the initial board of
5465	5465	directors and the initial subscribers for shares and such provisions
5466	5466	contained in any amendment to the articles of incorporation as were
5467	5467	necessary to effect a change, exchange, reclassification, subdivision,
5468	5468	combination or cancellation of stock, if such change, exchange,
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5508	5508	40
5509	5509	41
5510	5510	42
5511	5511	43 HB 2455 65
5512	5512	reclassification, subdivision, combination or cancellation has become
5513	5513	effective;
5514	5514	(5) as a result of the merger the constituent corporation or its
5515	5515	successor becomes or remains a direct or indirect wholly-owned subsidiary
5516	5516	of the holding company;
5517	5517	(6) the directors of the constituent corporation become or remain the
5518	5518	directors of the holding company upon the effective time of the merger;
5519	5519	(7) (A) with respect to a merger or consolidation consummated
5520	5520	pursuant to an agreement entered into or resolutions of the board of
5521	5521	directors adopted on or after July 1, 2023, the organizational documents of
5522	5522	the surviving entity immediately following the effective time of the merger
5523	5523	contain provisions identical to the articles of incorporation of the
5524	5524	constituent corporation immediately prior to the effective time of the
5525	5525	merger, other than provisions, if any, regarding the incorporator or
5526	5526	incorporators, the corporate or entity name, the registered office and agent,
5527	5527	the initial board of directors and the initial subscribers for shares,
5528	5528	references to members rather than stockholders or shareholders, references
5529	5529	to interests, units or the like rather than stock or shares, references to
5530	5530	managers, managing members or other members of the governing body
5531	5531	rather than directors and such provisions contained in any amendment to
5532	5532	the articles of incorporation as were necessary to effect a change,
5533	5533	exchange, reclassification, subdivision, combination or cancellation of
5534	5534	stock, if such change, exchange, reclassification, subdivision, combination
5535	5535	or cancellation has become effective;
5536	5536	(B) if the organizational documents of the surviving entity do not
5537	5537	contain the following provisions, such documents shall be amended in the
5538	5538	merger to contain provisions requiring that:
5539	5539	(i) Any act or transaction by or involving the surviving entity, other
5540	5540	than the election or removal of directors or managers, managing members
5541	5541	or other members of the governing body of the surviving entity, that
5542	5542	requires, if taken by the constituent corporation immediately prior to the
5543	5543	effective time of the merger, would require, for its adoption under this code
5544	5544	or its organizational documents under the articles of incorporation or
5545	5545	bylaws of the constituent corporation immediately prior to the effective
5546	5546	time of the merger, the approval of the stockholders or members of the
5547	5547	surviving entity of the constituent corporation shall, by specific reference
5548	5548	to this subsection, require, in addition to approval of the stockholders or
5549	5549	members of the surviving entity, the approval of the stockholders of the
5550	5550	holding company, or any successor by merger, by the same vote as is
5551	5551	required by this code or by the organizational documents of the surviving
5552	5552	entity articles of incorporation or bylaws of the constituent corporation
5553	5553	immediately prior to the effective time of the merger, or both. For purposes
5554	5554	of this clause subclause, any surviving entity that is not a corporation shall
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5557	5557	3
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5596	5596	42
5597	5597	43 HB 2455 66
5598	5598	include in such amendment a requirement that the approval of the
5599	5599	stockholders of the holding company be obtained for any act or transaction
5600	5600	by or involving the surviving entity, other than the election or removal of
5601	5601	directors or managers, managing members or other members of the
5602	5602	governing body of the surviving entity, which would require the approval
5603	5603	of the stockholders of the surviving entity if the surviving entity were a
5604	5604	corporation subject to this code;
5605	5605	(ii) any amendment of the organizational documents of a surviving
5606	5606	entity that is not a corporation, which amendment that would, if adopted
5607	5607	by a corporation subject to this code, be required to be included in the
5608	5608	articles of incorporation of such corporation, shall, by specific reference to
5609	5609	this subsection, require, in addition, the approval of the stockholders of the
5610	5610	holding company, or any successor by merger, by the same vote as is
5611	5611	required by this code or by the organizational documents of the surviving
5612	5612	entity articles of incorporation or bylaws of the constituent corporation
5613	5613	immediately prior to the effective time of the merger, or both; and
5614	5614	(iii)(ii) the business and affairs of a surviving entity that is not a
5615	5615	corporation shall be managed by or under the direction of a board of
5616	5616	directors, board of managers or other governing body consisting of
5617	5617	individuals who are subject to the same fiduciary duties applicable to, and
5618	5618	who are liable for breach of such duties to the same extent as, directors of
5619	5619	a corporation subject to this code; and
5620	5620	(C) the organizational documents of the surviving entity may be
5621	5621	amended in the merger to: (i) Reduce the number of classes and shares of
5622	5622	capital stock or other equity interests or units that the surviving entity is
5623	5623	authorized to issue; and (ii) eliminate any provision authorized by K.S.A.
5624	5624	17-6301(d), and amendments thereto; and
5625	5625	(B) with respect to mergers or consolidations consummated prior to
5626	5626	July 1, 2023:
5627	5627	(i) The organizational documents of the surviving entity immediately
5628	5628	following the effective time of the merger contain provisions identical to
5629	5629	the articles of incorporation of the constituent corporation immediately
5630	5630	prior to the effective time of the merger, other than provisions, if any,
5631	5631	regarding the incorporator or incorporators, the corporate or entity name,
5632	5632	the registered office and agent, the initial board of directors and the initial
5633	5633	subscribers for shares, references to members rather than stockholders or
5634	5634	shareholders, references to interests, units or the like rather than stock or
5635	5635	shares, references to managers, managing members or other members of
5636	5636	the governing body rather than directors and such provisions contained in
5637	5637	any amendment to the articles of incorporation as were necessary to effect
5638	5638	a change, exchange, reclassification, subdivision, combination or
5639	5639	cancellation of stock, if such change, exchange, reclassification,
5640	5640	subdivision, combination or cancellation has become effective;
5641	5641	1
5642	5642	2
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5682	5682	42
5683	5683	43 HB 2455 67
5684	5684	(ii) if the organizational documents of the surviving entity do not
5685	5685	contain the following provisions, such documents shall be amended in the
5686	5686	merger to contain provisions requiring that:
5687	5687	(a) Any act or transaction by or involving the surviving entity, other
5688	5688	than the election or removal of directors or managers, managing members
5689	5689	or other members of the governing body of the surviving entity, that
5690	5690	requires for its adoption under this code or its organizational documents
5691	5691	the approval of the stockholders or members of the surviving entity shall,
5692	5692	by specific reference to this subsection, require, in addition, the approval
5693	5693	of the stockholders of the holding company, or any successor by merger,
5694	5694	by the same vote as is required by this code or by the organizational
5695	5695	documents of the surviving entity, or both. For purposes of this subclause,
5696	5696	any surviving entity that is not a corporation shall include in such
5697	5697	amendment a requirement that the approval of the stockholders of the
5698	5698	holding company be obtained for any act or transaction by or involving
5699	5699	the surviving entity, other than the election or removal of directors or
5700	5700	managers, managing members or other members of the governing body of
5701	5701	the surviving entity, that would require the approval of the stockholders of
5702	5702	the surviving entity if the surviving entity were a corporation subject to
5703	5703	this code;
5704	5704	(b) any amendment of the organizational documents of a surviving
5705	5705	entity that is not a corporation that would, if adopted by a corporation
5706	5706	subject to this code, be required to be included in the articles of
5707	5707	incorporation of such corporation, shall require, by specific reference to
5708	5708	this subsection, the approval of the stockholders of the holding company,
5709	5709	or any successor by merger, by the same vote as is required by this code or
5710	5710	by the organizational documents of the surviving entity or both; and
5711	5711	(c) the business and affairs of a surviving entity that is not a
5712	5712	corporation shall be managed by or under the direction of a board of
5713	5713	directors, board of managers or other governing body consisting of
5714	5714	individuals who are subject to the same fiduciary duties applicable to, and
5715	5715	who are liable for breach of such duties to the same extent as, directors of
5716	5716	a corporation subject to this code; and
5717	5717	(iii) the organizational documents of the surviving entity may be
5718	5718	amended in the merger to:
5719	5719	(a) Reduce the number of classes and shares of capital stock or other
5720	5720	equity interests or units that the surviving entity is authorized to issue; and
5721	5721	(b) eliminate any provision authorized by K.S.A. 17-6301(d), and
5722	5722	amendments thereto; and
5723	5723	(8) the stockholders of the constituent corporation do not recognize
5724	5724	gain or loss for United States federal income tax purposes as determined
5725	5725	by the board of directors of the constituent corporation. Neither subsection
5726	5726	(g)(7)(B) nor any provision of a surviving entity's organizational
5727	5727	1
5728	5728	2
5729	5729	3
5730	5730	4
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5733	5733	7
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5766	5766	40
5767	5767	41
5768	5768	42
5769	5769	43 HB 2455 68
5770	5770	documents required by subsection (g)(7)(B) shall be deemed or construed
5771	5771	to require approval of the stockholders of the holding company to elect or
5772	5772	remove directors or managers, managing members or other members of
5773	5773	the governing body of the surviving entity.
5774	5774	The term "Organizational documents," as used in subsection
5775	5775	subsections (g)(7) and (g)(8), when used in reference to a corporation,
5776	5776	means the articles of incorporation of such corporation and, when used in
5777	5777	reference to a limited liability company, means the articles of organization
5778	5778	or operating agreement of such limited liability company.
5779	5779	As used in this subsection, the term "holding company" means a
5780	5780	corporation which that, from its incorporation until consummation of a
5781	5781	merger governed by this subsection, was at all times a direct or indirect
5782	5782	wholly-owned subsidiary of the constituent corporation and whose capital
5783	5783	stock is issued in such merger. From and after the effective time of a
5784	5784	merger adopted by a constituent corporation by action of its board of
5785	5785	directors and without any vote of stockholders pursuant to this subsection:
5786	5786	(1) To the extent the restriction of K.S.A. 2022 Supp. 17-6427, and
5787	5787	amendments thereto, applied to the constituent corporation and its
5788	5788	stockholders at the effective time of the merger, such restrictions shall
5789	5789	apply to the holding company and its stockholders immediately after the
5790	5790	effective time of the merger as though it were the constituent corporation,
5791	5791	and all shares of stock of the holding company acquired in the merger shall
5792	5792	for purposes of K.S.A. 2022 Supp. 17-6427, and amendments thereto, be
5793	5793	deemed to have been acquired at the time that the shares of stock of the
5794	5794	constituent corporation converted in the merger were acquired, and
5795	5795	provided further that. Any stockholder who immediately prior to the
5796	5796	effective time of the merger was not an interested stockholder within the
5797	5797	meaning of K.S.A. 2022 Supp. 17-6427, and amendments thereto, shall
5798	5798	not solely by reason of the merger become an interested stockholder of the
5799	5799	holding company; (2) if the corporate name of the holding company
5800	5800	immediately following the effective time of the merger is the same as the
5801	5801	corporate name of the constituent corporation immediately prior to the
5802	5802	effective time of the merger, the shares of capital stock of the holding
5803	5803	company into which the shares of capital stock of the constituent
5804	5804	corporation are converted in the merger shall be represented by the stock
5805	5805	certificates that previously represented shares of capital stock of the
5806	5806	constituent corporation; and (3) to the extent a stockholder of the
5807	5807	constituent corporation immediately prior to the merger had standing to
5808	5808	institute or maintain derivative litigation on behalf of the constituent
5809	5809	corporation, nothing in this section shall be deemed to limit or extinguish
5810	5810	such standing. If an agreement of merger is adopted by a constituent
5811	5811	corporation by action of its board of directors and without any vote of
5812	5812	stockholders pursuant to this subsection, the secretary or assistant
5813	5813	1
5814	5814	2
5815	5815	3
5816	5816	4
5817	5817	5
5818	5818	6
5819	5819	7
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5821	5821	9
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5849	5849	37
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5852	5852	40
5853	5853	41
5854	5854	42
5855	5855	43 HB 2455 69
5856	5856	secretary of the constituent corporation shall certify on the agreement that
5857	5857	the agreement has been adopted pursuant to this subsection and that the
5858	5858	conditions specified in the first sentence of this subsection have been
5859	5859	satisfied, except that such certification on the agreement shall not be
5860	5860	required if a certificate of merger or consolidation is filled filed in lieu of
5861	5861	filing the agreement. The agreement so adopted and certified shall then be
5862	5862	executed, filed and become effective, in accordance with K.S.A. 2022
5863	5863	Supp. 17-7908 through 17-7911, and amendments thereto. Such filing
5864	5864	shall constitute a representation by the person who executes the agreement
5865	5865	that the facts stated in the certificate remain true immediately prior to such
5866	5866	filing.
5867	5867	(h) (1) Notwithstanding the requirements of subsection (c), unless
5868	5868	expressly required by its articles of incorporation, no vote of stockholders
5869	5869	of a constituent corporation whose shares are that has a class or series of
5870	5870	stock that is listed on a national securities exchange or held of record by
5871	5871	more than 2,000 holders immediately prior to the execution of the
5872	5872	agreement of merger by such constituent corporation shall be necessary to
5873	5873	authorize a merger if:
5874	5874	(A) The agreement of merger expressly:
5875	5875	(i) Permits or requires such merger to be effected under this
5876	5876	subsection; and
5877	5877	(ii) provides that such merger shall be effected as soon as practicable
5878	5878	following the consummation of the offer referred to in subsection (i)(1)(B)
5879	5879	(h)(1)(B) if such merger is effected under this subsection;
5880	5880	(B) a corporation consummates a tender or exchange an offer for any
5881	5881	and all of the outstanding stock of such constituent corporation on the
5882	5882	terms provided in such agreement of merger that, absent this subsection,
5883	5883	would be entitled to vote on the adoption or rejection of the agreement of
5884	5884	merger, except that such offer may exclude stock of such constituent
5885	5885	corporation that is owned at the commencement of such offer by: (i) Such
5886	5886	constituent corporation; (ii) the corporation making such offer; (iii) any
5887	5887	person that owns, directly or indirectly, all of the outstanding stock of the
5888	5888	corporation making such offer; or (iv) any direct or indirect wholly owned
5889	5889	subsidiary of any of the foregoing be conditioned on the tender of a
5890	5890	minimum number or percentage of shares of stock of such constituent
5891	5891	corporation, or of any class or series thereof, and such offer may exclude
5892	5892	any excluded stock. The corporation may consummate separate offers for
5893	5893	separate classes or series of the stock of such constituent corporation;
5894	5894	(C) immediately following the consummation of the offer referred to
5895	5895	in subsection (i)(1)(B) (h)(1)(B), the stock irrevocably accepted for
5896	5896	purchase or exchange pursuant to such offer and received by the
5897	5897	depository prior to expiration of such offer, plus together with the stock
5898	5898	otherwise owned by the consummating corporation or its affiliates and
5899	5899	1
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5937	5937	39
5938	5938	40
5939	5939	41
5940	5940	42
5941	5941	43 HB 2455 70
5942	5942	any rollover stock, equals at least such percentage of the shares of stock of
5943	5943	such constituent corporation, and of each class or series thereof, of such
5944	5944	constituent corporation that, absent this subsection, would be required to
5945	5945	adopt the agreement of merger by this code and by the articles of
5946	5946	incorporation of such constituent corporation;
5947	5947	(D) the corporation consummating the offer described in subsection
5948	5948	(i)(1)(B) (h)(1)(B) merges with or into such constituent corporation
5949	5949	pursuant to such agreement; and
5950	5950	(E) each outstanding share, other than shares of excluded stock, of
5951	5951	each class or series of stock of the such constituent corporation that is the
5952	5952	subject of and is not irrevocably accepted for purchase or exchange in the
5953	5953	offer referred to in subsection (i)(1)(B) (h)(1)(B) is to be converted in such
5954	5954	merger into, or into the right to receive, the same amount and kind of cash,
5955	5955	property, rights or securities to be paid for shares of such class or series of
5956	5956	stock of such constituent corporation irrevocably accepted for purchase or
5957	5957	exchange in such offer.
5958	5958	(2) As used in this subsection, the term:
5959	5959	(A) "Affiliate" means, in respect of the corporation making the offer
5960	5960	referred to in subsection (h)(1)(B), any person that:
5961	5961	(i) Owns, directly or indirectly, all of the outstanding stock of such
5962	5962	corporation; or
5963	5963	(ii) is a direct or indirect wholly-owned subsidiary of such
5964	5964	corporation or of any person referred to in clause (i);
5965	5965	(B) "consummates," and with correlative meaning, "consummation"
5966	5966	and "consummating," means irrevocably accepts for purchase or exchange
5967	5967	stock tendered pursuant to a tender or exchange an offer;
5968	5968	(B)(C) "depository" means an agent, including a depository,
5969	5969	appointed to facilitate consummation of the offer referred to in subsection
5970	5970	(i)(1)(B) (h)(1)(B);
5971	5971	(C)(D) "excluded stock" means:
5972	5972	(i) Stock of such constituent corporation that is owned at the
5973	5973	commencement of the offer referred to in subsection (h)(1)(B) by such
5974	5974	constituent corporation, the corporation making the offer referred to in
5975	5975	subsection (h)(1)(B), any person that owns, directly or indirectly, all of the
5976	5976	outstanding stock of the corporation making such offer or any direct or
5977	5977	indirect wholly-owned subsidiary of any of the foregoing; and
5978	5978	(ii) rollover stock;
5979	5979	(E) "person" means any individual, corporation, partnership, limited
5980	5980	liability company, unincorporated association or other entity; and
5981	5981	(D)(F) "received," solely for purposes of subsection (i)(1)(C) (h)(1)
5982	5982	(C), means:
5983	5983	(i) With respect to certificated shares, physical receipt of a stock
5984	5984	certificate in the case of certificated shares and transfer into the
5985	5985	1
5986	5986	2
5987	5987	3
5988	5988	4
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6019	6019	35
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6023	6023	39
6024	6024	40
6025	6025	41
6026	6026	42
6027	6027	43 HB 2455 71
6028	6028	depository's account, or an agent's message being received by the
6029	6029	depository, in the case of uncertificated shares accompanied by an
6030	6030	executed letter of transmittal;
6031	6031	(ii) with respect to uncertificated shares held of record by a clearing
6032	6032	corporation as nominee, transfer into the depository's account by means
6033	6033	of an agent's message; and
6034	6034	(iii) with respect to uncertificated shares held of record by a person
6035	6035	other than a clearing corporation as nominee, physical receipt of an
6036	6036	executed letter of transmittal by the depository, except that shares shall
6037	6037	cease to be "received" pursuant to the following:
6038	6038	(a) With respect to certificated shares, if the certificate representing
6039	6039	such shares was canceled prior to consummation of the offer referred to in
6040	6040	subsection (h)(1)(B); or
6041	6041	(b) with respect to uncertificated shares, to the extent such
6042	6042	uncertificated shares have been reduced or eliminated due to any sale of
6043	6043	such shares prior to consummation of the offer referred to in subsection
6044	6044	(h)(1)(B); and
6045	6045	(G) "rollover stock" means any shares of stock of such constituent
6046	6046	corporation that are the subject of a written agreement requiring such
6047	6047	shares to be transferred, contributed or delivered to the consummating
6048	6048	corporation or any of its affiliates in exchange for stock or other equity
6049	6049	interests in such consummating corporation or an affiliate thereof, except
6050	6050	that such shares of stock shall cease to be rollover stock for purposes of
6051	6051	subsection (h)(1)(C) if, immediately prior to the time the merger becomes
6052	6052	effective under this code, such shares have not been transferred,
6053	6053	contributed or delivered to the consummating corporation or any of its
6054	6054	affiliates pursuant to such written agreement.
6055	6055	(3) If an agreement of merger is adopted without the vote of
6056	6056	stockholders of a corporation pursuant to this subsection, the secretary or
6057	6057	assistant secretary of the surviving corporation shall certify on the
6058	6058	agreement that the agreement has been adopted pursuant to this subsection
6059	6059	and that the conditions specified in this subsection, other than the
6060	6060	condition listed in subsection (i)(1)(D) (h)(1)(D), have been satisfied,
6061	6061	except that such certification on the agreement shall not be required if a
6062	6062	certificate of merger is filed in lieu of filing the agreement. The agreement
6063	6063	so adopted and certified shall then be executed and filed and shall become
6064	6064	effective, in accordance with K.S.A. 2022 Supp. 17-7908 through 17-7911,
6065	6065	and amendments thereto. Such filing shall constitute a representation by
6066	6066	the person who executes the agreement that the facts stated in the
6067	6067	certificate remain true immediately prior to such filing.
6068	6068	(4) This subsection shall be effective only with respect to merger
6069	6069	agreements entered into on or after July 1, 2023. This subsection, prior to
6070	6070	its amendment by this act, shall be effective with respect to merger
6071	6071	1
6072	6072	2
6073	6073	3
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6110	6110	40
6111	6111	41
6112	6112	42
6113	6113	43 HB 2455 72
6114	6114	agreements entered into before July 1, 2023.
6115	6115	Sec. 30. K.S.A. 2022 Supp. 17-6702 is hereby amended to read as
6116	6116	follows: 17-6702. (a) Any one or more corporations of this state may
6117	6117	merge or consolidate with one or more other corporations of any other
6118	6118	state or states of the United States, or of the District of Columbia if the
6119	6119	laws of such other jurisdiction permit a corporation of such jurisdiction to
6120	6120	merge or consolidate with a corporation of another jurisdiction foreign
6121	6121	corporations unless the laws of the jurisdiction or jurisdictions under
6122	6122	which such foreign corporation or corporations are organized prohibit
6123	6123	such merger or consolidation. The constituent corporations may merge
6124	6124	into a single surviving corporation, which may be any one of the
6125	6125	constituent corporations, or they may consolidate into a new resulting
6126	6126	corporation formed by the consolidation, which may be a corporation of
6127	6127	the state jurisdiction of incorporation organization of any one of the
6128	6128	constituent corporations, pursuant to an agreement of merger or
6129	6129	consolidation, as the case may be, complying and approved in accordance
6130	6130	with this section. In addition, any one or more corporations organized
6131	6131	under the laws of any jurisdiction other than one of the United States may
6132	6132	merge or consolidate with one or more corporations existing under the
6133	6133	laws of this state, if the laws under which the other corporation or
6134	6134	corporations are formed permit a corporation of such jurisdiction to merge
6135	6135	or consolidate with a corporation of another jurisdiction.
6136	6136	(b) (1) All the constituent corporations shall enter into an agreement
6137	6137	of merger or consolidation. The agreement shall state:
6138	6138	(1)(A) The terms and conditions of the merger or consolidation;
6139	6139	(2)(B) the mode of carrying the same into effect;
6140	6140	(3)(C) in the case of a merger in which the surviving corporation is a
6141	6141	domestic corporation, such amendments or changes in the articles of
6142	6142	incorporation of the surviving corporation as are desired to be effected by
6143	6143	the merger, which may amend and restate the articles of incorporation of
6144	6144	the surviving corporation in its entirety, or, if no such amendments or
6145	6145	changes are desired, a statement that the articles of incorporation of the
6146	6146	surviving corporation shall be its articles of incorporation;
6147	6147	(D) in the case of a consolidation in which the resulting corporation
6148	6148	is a domestic corporation, that the articles of incorporation of the
6149	6149	resulting corporation shall be as is set forth in an attachment to the
6150	6150	agreement;
6151	6151	(E) the manner, if any, of converting the shares of each of the
6152	6152	constituent corporations into shares or other securities of the corporation
6153	6153	surviving or resulting from the merger or consolidation, or of cancelling
6154	6154	some or all of such shares, and, if any shares of any of the constituent
6155	6155	corporations are not to remain outstanding, to be converted solely into
6156	6156	shares or other securities of the surviving or resulting corporation or to be
6157	6157	1
6158	6158	2
6159	6159	3
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6197	6197	41
6198	6198	42
6199	6199	43 HB 2455 73
6200	6200	cancelled, the cash, property, rights or securities of any other corporation
6201	6201	or entity which that the holders of such shares are to receive in exchange
6202	6202	for, or upon conversion of, such shares and the surrender of any
6203	6203	certificates evidencing them, which and such cash, property, rights or
6204	6204	securities of any other corporation may be in addition to or in lieu of the
6205	6205	shares or other securities of the surviving or resulting corporation; (4)
6206	6206	(F) such other details or provisions as are deemed desirable,
6207	6207	including, without limiting the generality of the foregoing this paragraph,
6208	6208	a provision for the payment of cash in lieu of the issuance or recognition
6209	6209	of fractional shares, rights or other securities of the surviving or resulting
6210	6210	corporation or of any other corporation or entity the shares, rights or other
6211	6211	securities of which are to be received in the merger or consolidation, or for
6212	6212	some other arrangement with respect thereto consistent with the provisions
6213	6213	of K.S.A. 17-6405, and amendments thereto; and
6214	6214	(5)(G) such other provisions or facts as shall be required to be set
6215	6215	forth in articles of incorporation by the laws of the state which are stated in
6216	6216	the agreement to be the laws that shall govern the an agreement of merger
6217	6217	or consolidation, including any provision for amendment of the articles of
6218	6218	incorporation, or equivalent document, of a surviving or resulting foreign
6219	6219	corporation and that can be stated in the case of a merger or consolidation
6220	6220	by the laws of each jurisdiction under which any of the foreign
6221	6221	corporations are organized.
6222	6222	(2) Any of the terms of the agreement of merger or consolidation may
6223	6223	be made dependent upon facts ascertainable outside of such agreement,
6224	6224	provided that if the manner in which such facts shall operate upon the
6225	6225	terms of the agreement is clearly and expressly set forth in the agreement
6226	6226	of merger or consolidation. The term "Facts," as used in the preceding
6227	6227	sentence, this paragraph includes, but is not limited to, the occurrence of
6228	6228	any event, including a determination or action by any person or body,
6229	6229	including the corporation.
6230	6230	(c) The agreement shall be adopted, approved, certified and executed
6231	6231	by each of the constituent corporations in accordance with the laws under
6232	6232	which it is formed organized, and, in the case of a Kansas domestic
6233	6233	corporation, in the same manner as provided in K.S.A. 17-6701, and
6234	6234	amendments thereto. The agreement shall be filed and shall become
6235	6235	effective for all purposes of the laws of this state when and as provided in
6236	6236	K.S.A. 17-6701, and amendments thereto, with respect to the merger or
6237	6237	consolidation of corporations of this state. In lieu of filing the agreement
6238	6238	of merger or consolidation, the surviving or resulting corporation may file
6239	6239	a certificate of merger or consolidation, executed in accordance with
6240	6240	K.S.A. 2022 Supp. 17-7908, and amendments thereto, which that states:
6241	6241	(1) The name and jurisdiction of incorporation organization of each
6242	6242	of the constituents;
6243	6243	1
6244	6244	2
6245	6245	3
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6247	6247	5
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6284	6284	42
6285	6285	43 HB 2455 74
6286	6286	(2) that an agreement of merger or consolidation has been approved,
6287	6287	adopted, certified and executed by each of the constituent corporations in
6288	6288	accordance with this section;
6289	6289	(3) the name of the surviving or resulting corporation;
6290	6290	(4) in the case of a merger in which the surviving corporation is a
6291	6291	domestic corporation, such amendments or changes in the articles of
6292	6292	incorporation of the surviving corporation as are desired to be effected by
6293	6293	the merger, which amendments or changes may amend and restate the
6294	6294	articles of incorporation of the surviving corporation in their entirety, or, if
6295	6295	no such amendments or changes are desired, a statement that the articles of
6296	6296	incorporation of the surviving corporation shall be its articles of
6297	6297	incorporation;
6298	6298	(5) in the case of a consolidation in which the resulting corporation is
6299	6299	a domestic corporation, that the articles of incorporation of the resulting
6300	6300	corporation shall be as are set forth in an attachment to the certificate;
6301	6301	(6) that the executed agreement of consolidation or merger is on file
6302	6302	at the principal place of business of the surviving or resulting corporation
6303	6303	and the address thereof;
6304	6304	(7) that a copy of the agreement of consolidation or merger will be
6305	6305	furnished by the surviving or resulting corporation, on request and without
6306	6306	cost, to any stockholder of any constituent corporation;
6307	6307	(8) if the corporation surviving or resulting from the merger or
6308	6308	consolidation is to be a domestic corporation of this state, the authorized
6309	6309	capital stock of each constituent corporation which that is not a domestic
6310	6310	corporation of this state; and
6311	6311	(9) the agreement, if any, required by subsection (d).
6312	6312	(d) If the corporation surviving or resulting from the merger or
6313	6313	consolidation is to be governed by the laws of the District of Columbia or
6314	6314	any state or jurisdiction other than this state a foreign corporation, it shall
6315	6315	agree that it may be served with process in this state in any proceeding for
6316	6316	enforcement of any obligation of any constituent domestic corporation of
6317	6317	this state, as well as for enforcement of any obligation of the surviving or
6318	6318	resulting corporation arising from the merger or consolidation, including
6319	6319	any suit or other proceeding to enforce the right of any stockholders as
6320	6320	determined in appraisal proceedings pursuant to K.S.A. 17-6712, and
6321	6321	amendments thereto, and shall irrevocably appoint the secretary of state as
6322	6322	its agent to accept service of process in any such suit or other proceedings
6323	6323	and shall specify the postal address to which a copy of such process shall
6324	6324	be mailed by the secretary of state. Process may be served upon the
6325	6325	secretary of state under this subsection by means of electronic
6326	6326	transmission but only as prescribed by the secretary of state. The secretary
6327	6327	of state is authorized to issue adopt such rules and regulations with respect
6328	6328	to such service as the secretary of state deems necessary or appropriate. In
6329	6329	1
6330	6330	2
6331	6331	3
6332	6332	4
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6367	6367	39
6368	6368	40
6369	6369	41
6370	6370	42
6371	6371	43 HB 2455 75
6372	6372	the event of such service upon the secretary of state in accordance with
6373	6373	this subsection, the secretary of state shall forthwith immediately notify
6374	6374	such surviving or resulting corporation thereof by letter, directed to such
6375	6375	surviving or resulting corporation at its address so specified, unless such
6376	6376	surviving or resulting corporation shall have designated in writing to the
6377	6377	secretary of state a different address for such purpose, in which case it
6378	6378	shall be mailed to the last address so designated. Such letter shall be sent
6379	6379	by a mail or courier service that includes a record of mailing or deposit
6380	6380	with the courier and a record of delivery evidenced by the signature of the
6381	6381	recipient. Such letter shall enclose a copy of the process and any other
6382	6382	papers served on the secretary of state pursuant to this subsection. It shall
6383	6383	be the duty of the plaintiff in the event of such service to serve process and
6384	6384	any other papers in duplicate, to notify the secretary of state that service is
6385	6385	being effected pursuant to this subsection and to pay the secretary of state
6386	6386	the sum of $40 for the use of the state, which. Such sum and any
6387	6387	administrative fees shall be taxed as part of the costs of the proceeding, if
6388	6388	the plaintiff shall prevail therein prevails. The secretary of state shall
6389	6389	maintain a record of any such service in a manner deemed appropriate by
6390	6390	the secretary. The secretary of state shall not be required to retain such
6391	6391	information longer than five years from receipt of the service of process.
6392	6392	(e) K.S.A. 17-6701(d), and amendments thereto, shall apply to any
6393	6393	merger or consolidation under this section;. K.S.A. 17-6701(e), and
6394	6394	amendments thereto, shall apply to a merger under this section in which
6395	6395	the surviving corporation is a domestic corporation of this state; and.
6396	6396	K.S.A. 17-6701(f) and (h), and amendments thereto, shall apply to any
6397	6397	merger under this section.
6398	6398	Sec. 31. K.S.A. 2022 Supp. 17-6703 is hereby amended to read as
6399	6399	follows: 17-6703. (a) In any case in which at least 90% of the outstanding
6400	6400	shares of each class of the stock of a corporation or corporations, other
6401	6401	than a corporation which that has in its articles of incorporation the
6402	6402	provisions required by K.S.A. 17-6701(g)(7)(B), and amendments thereto,
6403	6403	of which class there are outstanding shares that, absent this subsection,
6404	6404	would be entitled to vote on such merger, is owned by another corporation
6405	6405	and one of the corporations is a domestic corporation of this state and the
6406	6406	other or others are corporations of this state, or any other state or states, or
6407	6407	the District of Columbia and the laws of the other state or states, or the
6408	6408	District of Columbia permit a corporation of such jurisdiction to merge
6409	6409	with a corporation of another jurisdiction, the corporation having such
6410	6410	stock ownership may either merge the other or a foreign corporation and
6411	6411	one or more of such corporations is a domestic corporation, unless the
6412	6412	laws of the jurisdiction or jurisdictions under which the foreign
6413	6413	corporation or corporations are organized prohibit such merger, the
6414	6414	parent corporation may either merge the subsidiary corporation or
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6456	6456	42
6457	6457	43 HB 2455 76
6458	6458	corporations into itself and assume all of its or their obligations, or merge
6459	6459	itself, or itself and one or more of such other subsidiary corporations, into
6460	6460	one of such other subsidiary corporations by executing and filing, in
6461	6461	accordance with K.S.A. 2022 Supp. 17-7908 through 17-7910, and
6462	6462	amendments thereto, a certificate of such ownership and merger setting
6463	6463	forth a copy of the resolution of its board of directors to so merge and the
6464	6464	date of the adoption thereof, except that in case the parent corporation
6465	6465	shall not own all the outstanding stock of all the subsidiary corporations,
6466	6466	parties to a merger as provided in this section, the resolution of the board
6467	6467	of directors of the parent corporation shall state the terms and conditions
6468	6468	of the merger, including the securities, cash, property or rights to be
6469	6469	issued, paid, delivered or granted by the surviving corporation upon
6470	6470	surrender of each share of the subsidiary corporation or corporations not
6471	6471	owned by the parent corporation, or the cancellation of some or all of such
6472	6472	shares. Any of the terms of the resolution of the board of directors to so
6473	6473	merge may be made dependent upon facts ascertainable outside of such
6474	6474	resolution, provided that if the manner in which such facts shall operate
6475	6475	upon the terms of the resolution is clearly and expressly set forth in the
6476	6476	resolution. The term "Facts," as used in the preceding sentence, includes,
6477	6477	but is not limited to, the occurrence of any event, including a
6478	6478	determination or action by any person or body, including the corporation.
6479	6479	If the parent corporation be is not the surviving corporation, the resolution
6480	6480	shall include provision for the pro rata issuance of stock of the surviving
6481	6481	corporation to the holders of the stock of the parent corporation on
6482	6482	surrender of any certificates therefor, and the certificate of ownership and
6483	6483	merger shall state that the proposed merger has been approved by a
6484	6484	majority of the outstanding stock of the parent corporation entitled to vote
6485	6485	thereon at a meeting duly called and held after 20 days' notice of the
6486	6486	purpose of the meeting mailed given to each such stockholder at the
6487	6487	stockholder's postal address as it appears on the records of the corporation,
6488	6488	if the parent corporation is a domestic corporation of this state, or the
6489	6489	certificate shall state that the proposed merger has been adopted, approved,
6490	6490	certified and executed by the parent corporation in accordance with the
6491	6491	laws under which it is organized, if the parent corporation is not a foreign
6492	6492	corporation of this state.
6493	6493	(b) If the surviving corporation exists under the laws of the District of
6494	6494	Columbia or any state or jurisdiction other than this state is a foreign
6495	6495	corporation:
6496	6496	(1) K.S.A. 17-6702(d) or 17-6708(c), and amendments thereto, as
6497	6497	applicable, shall also apply to a merger under this section; and
6498	6498	(2) the terms and conditions of the merger shall obligate the surviving
6499	6499	corporation to provide the agreement and take the actions required by
6500	6500	K.S.A. 17-6702(d) or 17-6708(c), and amendments thereto, as applicable.
6501	6501	1
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6540	6540	40
6541	6541	41
6542	6542	42
6543	6543	43 HB 2455 77
6544	6544	(b)(c) If the surviving corporation is a Kansas domestic corporation, it
6545	6545	may change its corporate name by the inclusion of a provision to that
6546	6546	effect in the resolution of merger adopted by the directors of the parent
6547	6547	corporation and set forth in the certificate of ownership and merger, and
6548	6548	upon the effective date of the merger, the name of the corporation shall be
6549	6549	changed.
6550	6550	(c)(d) K.S.A. 17-6701(d), and amendments thereto, shall apply to a
6551	6551	merger under this section, and K.S.A. 17-6701(e), and amendments
6552	6552	thereto, shall apply to a merger under this section in which the surviving
6553	6553	corporation is the subsidiary corporation and is a domestic corporation of
6554	6554	this state. References to "agreement of merger" in K.S.A. 17-6701(d) and
6555	6555	(e), and amendments thereto, shall mean, for purposes of this subsection,
6556	6556	the resolution of merger adopted by the board of directors of the parent
6557	6557	corporation. Any merger which that effects any changes other than those
6558	6558	authorized by this section or made applicable by this subsection shall be
6559	6559	accomplished under the provisions of K.S.A. 17-6701, 17-6702, 17-6707
6560	6560	or 17-6708, and amendments thereto. K.S.A. 17-6712, and amendments
6561	6561	thereto, shall not apply to any merger effected under this section, except as
6562	6562	provided in subsection (d) (e).
6563	6563	(d)(e) In the event all of the stock of a subsidiary Kansas domestic
6564	6564	corporation party to a merger effected under this section is not owned by
6565	6565	the parent corporation immediately prior to the merger, the stockholders of
6566	6566	the subsidiary Kansas domestic corporation party to the merger shall have
6567	6567	appraisal rights as set forth in K.S.A. 17-6712, and amendments thereto.
6568	6568	(e) A merger may be effected under this section although one or more
6569	6569	of the corporations parties to the merger is a corporation organized under
6570	6570	the laws of a jurisdiction other than one of the United States, if the laws of
6571	6571	such jurisdiction permit a corporation of such jurisdiction to merge with a
6572	6572	corporation of another jurisdiction.
6573	6573	(f) This section shall apply to nonstock corporations if the parent
6574	6574	corporation is such a corporation and is the surviving corporation of the
6575	6575	merger, except that references to the directors of the parent corporation
6576	6576	shall be deemed to be references to members of the governing body of the
6577	6577	parent corporation, and references to the board of directors of the parent
6578	6578	corporation shall be deemed to be references to the governing body of the
6579	6579	parent corporation.
6580	6580	(g) Nothing in this section shall be deemed to authorize the merger of
6581	6581	a corporation with a charitable nonstock corporation, if the charitable
6582	6582	status of such charitable nonstock corporation would thereby be lost or
6583	6583	impaired.
6584	6584	Sec. 32. K.S.A. 2022 Supp. 17-6705 is hereby amended to read as
6585	6585	follows: 17-6705. (a) Any two or more nonstock corporations of this state,
6586	6586	whether or not organized for profit, may merge into a single surviving
6587	6587	1
6588	6588	2
6589	6589	3
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6626	6626	40
6627	6627	41
6628	6628	42
6629	6629	43 HB 2455 78
6630	6630	corporation, which may be any one of the constituent corporations, or they
6631	6631	may consolidate into a new resulting nonstock corporation, whether or not
6632	6632	organized for profit, formed by the consolidation, pursuant to an
6633	6633	agreement of merger or consolidation, as the case may be, complying and
6634	6634	approved in accordance with this section.
6635	6635	(b) Subject to subsection (d), the governing body of each corporation
6636	6636	which that desires to merge or consolidate shall adopt a resolution
6637	6637	approving an agreement of merger or consolidation, and the agreement
6638	6638	shall be executed by an authorized person in accordance with K.S.A. 2022
6639	6639	Supp. 17-7908, and amendments thereto, and if the agreement is filed, it
6640	6640	shall be filed in accordance with K.S.A. 2022 Supp. 17-7910, and
6641	6641	amendments thereto. The agreement shall state:
6642	6642	(1) The terms and conditions of the merger or consolidation;
6643	6643	(2) the mode of carrying the same into effect;
6644	6644	(3) such other provisions or facts required or permitted by this code to
6645	6645	be stated in articles of incorporation for nonstock corporations as can be
6646	6646	stated in the case of a merger or consolidation, stated in such altered form
6647	6647	as the circumstances of the case requirein the case of a merger, such
6648	6648	amendments or changes in the articles of incorporation of the surviving
6649	6649	corporation as are desired to be effected by the merger, which may amend
6650	6650	and restate the articles of incorporation of the surviving corporation in its
6651	6651	entirety, or, if no such amendments or changes are desired, a statement
6652	6652	that the articles of incorporation of the surviving corporation shall be its
6653	6653	articles of incorporation;
6654	6654	(4) in the case of a consolidation, that the articles of incorporation of
6655	6655	the resulting corporation shall be as set forth in an attachment to the
6656	6656	agreement;
6657	6657	(5) the manner, if any, of converting the memberships or membership
6658	6658	interests of each of the constituent corporations into memberships or
6659	6659	membership interests of the corporation surviving or resulting from the
6660	6660	merger or consolidation, or of cancelling some or all of such memberships
6661	6661	or membership interests, and, if any memberships or membership interests
6662	6662	of any of the constituent corporations are not to remain outstanding, to be
6663	6663	converted solely into memberships or membership interests of the
6664	6664	surviving or resulting corporation, or to be cancelled, the cash, property,
6665	6665	rights or securities of any other corporation or entity that the holders of
6666	6666	such memberships or membership interests are to receive in exchange for,
6667	6667	or upon conversion of, such memberships or membership interests and
6668	6668	such cash, property, rights or securities of any other corporation or entity
6669	6669	may be in addition to or in lieu of memberships or membership interests of
6670	6670	the surviving or resulting corporation; and
6671	6671	(5)(6) such other details or provisions as are deemed desirable,
6672	6672	including, but not limited to, a provision for the payment of cash in lieu of
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6712	6712	40
6713	6713	41
6714	6714	42
6715	6715	43 HB 2455 79
6716	6716	the issuance or recognition of fractional shares, rights or other securities
6717	6717	of any other corporation or entity the shares, rights or other securities of
6718	6718	which are to be received in the merger or consolidation, or for some other
6719	6719	arrangement with respect thereto, consistent with K.S.A. 17-6405, and
6720	6720	amendments thereto. Any of the terms of the agreement of merger or
6721	6721	consolidation may be made dependent upon facts ascertainable outside of
6722	6722	such agreement, provided that if the manner in which such facts shall
6723	6723	operate upon the terms of the agreement is clearly and expressly set forth
6724	6724	in the agreement of merger or consolidation. The term "Facts," as used in
6725	6725	the preceding sentence, includes, but is not limited to, the occurrence of
6726	6726	any event, including a determination or action by any person or body,
6727	6727	including the corporation.
6728	6728	(c) Subject to subsection (d), the agreement shall be submitted to the
6729	6729	members of each constituent corporation at an annual or special meeting
6730	6730	thereof for the purpose of acting on the agreement. Due notice of the time,
6731	6731	place and purpose of the meeting shall be mailed given to each member of
6732	6732	each such corporation who has the right to vote for the election of the
6733	6733	members of the governing body of the corporation and to each other
6734	6734	member who is entitled to vote on the merger under the articles of
6735	6735	incorporation or the bylaws of such corporation, at the member's postal
6736	6736	address as it appears on the records of the corporation, at least 20 days
6737	6737	prior to the date of the meeting. The notice shall contain a copy of the
6738	6738	agreement or a brief summary thereof. At the meeting the agreement shall
6739	6739	be considered and a vote, in person or by proxy, taken for the adoption or
6740	6740	rejection of the agreement. The following vote shall be required for the
6741	6741	adoption of the agreement: (1) A majority of the members of each
6742	6742	corporation entitled to vote for the election of the members of the
6743	6743	governing body of the corporation and any other members entitled to vote
6744	6744	on the merger under the articles of incorporation or the bylaws of the
6745	6745	corporation, except those corporations that are the subject of paragraph
6746	6746	(2); or (2) in the case of a nonstock, nonprofit corporation, other than a
6747	6747	nonprofit dental service corporation organized and operated under the
6748	6748	nonprofit dental service corporation act, cited at K.S.A. 40-19a01 et seq.,
6749	6749	and amendments thereto, a majority of the members of each corporation
6750	6750	entitled to vote for the election of the members of the governing body of
6751	6751	the corporation and any other members entitled to vote on the merger
6752	6752	under the articles of incorporation or the bylaws of the corporation voting
6753	6753	at the meeting. If the agreement is so adopted, that fact shall be certified
6754	6754	on the agreement by the officer of each such corporation performing the
6755	6755	duties ordinarily performed by the secretary or assistant secretary of a
6756	6756	corporation, except that such certification on the agreement shall not be
6757	6757	required if a certificate of merger or consolidation is filed in lieu of filing
6758	6758	the agreement. If the agreement shall be so is adopted and certified by
6759	6759	1
6760	6760	2
6761	6761	3
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6798	6798	40
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6800	6800	42
6801	6801	43 HB 2455 80
6802	6802	each constituent corporation in accordance with this section, it shall be
6803	6803	executed and filed, and shall become effective, in accordance with K.S.A.
6804	6804	2022 Supp. 17-7908 through 17-7911, and amendments thereto. The
6805	6805	provisions set forth in the last sentence of K.S.A. 17-6701(c), and
6806	6806	amendments thereto, shall apply to a merger under this section, and the
6807	6807	reference therein in such sentence to "stockholder" shall be deemed to
6808	6808	include "member" hereunder as used in this section.
6809	6809	(d) Notwithstanding subsection (b) or (c), if under the articles of
6810	6810	incorporation or the bylaws of any one or more of the constituent
6811	6811	corporations, there shall be no members who have the right to vote for the
6812	6812	election of the members of the governing body of the corporation, or for
6813	6813	the merger, other than the members of the governing body themselves, no
6814	6814	further action by the governing body or the members of such corporation
6815	6815	shall be necessary if the resolution approving an agreement of merger or
6816	6816	consolidation has been adopted by a majority of all the members of the
6817	6817	governing body thereof, and that fact shall be certified on the agreement in
6818	6818	the same manner as is provided in the case of the adoption of the
6819	6819	agreement by the vote of the members of a corporation, except that such
6820	6820	certification on the agreement shall not be required if a certificate of
6821	6821	merger or consolidation is filed in lieu of filing the agreement, and
6822	6822	thereafter the same procedure shall be followed to consummate the merger
6823	6823	or consolidation.
6824	6824	(e) K.S.A. 17-6701(d), and amendments thereto, shall apply to a
6825	6825	merger under this section, except that references to the board of directors,
6826	6826	to stockholders, and to shares of a constituent corporation shall be deemed
6827	6827	to be references to the governing body of the corporation, to members of
6828	6828	the corporation, and to memberships or membership interests, as
6829	6829	applicable, respectively.
6830	6830	(f) K.S.A. 17-6701(e), and amendments thereto, shall apply to a
6831	6831	merger under this section.
6832	6832	(g) Nothing in this section shall be deemed to authorize the merger of
6833	6833	a charitable nonstock corporation into a nonstock corporation if such
6834	6834	charitable nonstock corporation would thereby have its charitable status
6835	6835	lost or impaired, but a nonstock corporation may be merged into a
6836	6836	charitable nonstock corporation which that shall continue as the surviving
6837	6837	corporation.
6838	6838	Sec. 33. K.S.A. 2022 Supp. 17-6706 is hereby amended to read as
6839	6839	follows: 17-6706. (a) Any one or more nonstock corporations of this state
6840	6840	may merge or consolidate with one or more other nonstock corporations of
6841	6841	any other state or states of the United States or of the District of Columbia
6842	6842	if the laws of such other state or states or of the District of Columbia
6843	6843	permit a corporation of such jurisdiction to merge with a corporation of
6844	6844	another jurisdiction foreign nonstock corporations unless the laws of the
6845	6845	1
6846	6846	2
6847	6847	3
6848	6848	4
6849	6849	5
6850	6850	6
6851	6851	7
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6869	6869	25
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6873	6873	29
6874	6874	30
6875	6875	31
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6879	6879	35
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6881	6881	37
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6883	6883	39
6884	6884	40
6885	6885	41
6886	6886	42
6887	6887	43 HB 2455 81
6888	6888	jurisdiction or jurisdictions under which such foreign nonstock
6889	6889	corporation or corporations are organized prohibit such merger or
6890	6890	consolidation. The constituent corporations may merge into a single
6891	6891	surviving corporation, which may be any one of the constituent
6892	6892	corporations, or they may consolidate into a new resulting nonstock
6893	6893	corporation formed by the consolidation, which may be a corporation of
6894	6894	the state jurisdiction of incorporation organization of any one of the
6895	6895	constituent corporations, pursuant to an agreement of merger or
6896	6896	consolidation, as the case may be, complying and approved in accordance
6897	6897	with this section. In addition, any one or more As used in this subsection,
6898	6898	"foreign nonstock corporationscorporation" means a corporation
6899	6899	organized under the laws of any jurisdiction other than one of the United
6900	6900	States may merge or consolidate with one or more nonstock corporations
6901	6901	of this state if the surviving or resulting corporation will be a corporation
6902	6902	of this state, and if the laws under which the other corporation or
6903	6903	corporations are formed permit a corporation of such jurisdiction to merge
6904	6904	with a corporation of another jurisdiction this state.
6905	6905	(b) All the constituent corporations shall enter into an agreement of
6906	6906	merger or consolidation. The agreement shall state:
6907	6907	(1) The terms and conditions of the merger or consolidation;
6908	6908	(2) the mode of carrying the same into effect;
6909	6909	(3) in the case of a merger in which the surviving corporation is a
6910	6910	domestic corporation, such amendments or changes in the articles of
6911	6911	incorporation of the surviving corporation as are desired to be effected by
6912	6912	the merger, which may amend and restate the articles of incorporation of
6913	6913	the surviving corporation in its entirety, or, if no such amendments or
6914	6914	changes are desired, a statement that the articles of incorporation of the
6915	6915	surviving corporation shall be its articles of incorporation;
6916	6916	(4) in the case of a consolidation in which the resulting corporation
6917	6917	is a domestic corporation, that the articles of incorporation of the
6918	6918	resulting corporation shall be as is set forth in an attachment to the
6919	6919	agreement;
6920	6920	(5) the manner, if any, of converting the memberships or membership
6921	6921	interests of each of the constituent corporations into memberships or
6922	6922	membership interests of the corporation surviving or resulting from such
6923	6923	the merger or consolidation, or of cancelling some or all of such
6924	6924	memberships or membership interests, and, if any memberships or
6925	6925	membership interests of any of the constituent corporations are not to
6926	6926	remain outstanding, to be converted solely into memberships or
6927	6927	membership interests of the surviving or resulting corporation or to be
6928	6928	cancelled, the cash, property, rights or securities of any other corporation
6929	6929	or entity that the holders of such memberships or membership interests are
6930	6930	to receive in exchange for, or upon conversion of, such memberships or
6931	6931	1
6932	6932	2
6933	6933	3
6934	6934	4
6935	6935	5
6936	6936	6
6937	6937	7
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6970	6970	40
6971	6971	41
6972	6972	42
6973	6973	43 HB 2455 82
6974	6974	membership interests and such cash, property, rights or securities of any
6975	6975	other corporation or entity may be in addition to or in lieu of memberships
6976	6976	or membership interests of the surviving or resulting corporation;
6977	6977	(4)(6) such other details and or provisions as shall be are deemed
6978	6978	desirable, including, without limiting the generality of this subsection, a
6979	6979	provision for the payment of cash in lieu of the issuance or recognition of
6980	6980	fractional shares, rights or other securities of any other corporation or
6981	6981	entity the shares, rights or other securities of which are to be received in
6982	6982	the merger or consolidation, or for some other arrangement with respect
6983	6983	thereto, consistent with K.S.A. 17-6405, and amendments thereto; and
6984	6984	(5)(7) such other provisions or facts as shall then be required to be
6985	6985	stated in articles of incorporation set forth in an agreement of merger or
6986	6986	consolidation, including any provision for amendment of the articles of
6987	6987	incorporation, or equivalent document, of a surviving foreign nonstock
6988	6988	corporation by the laws of the state which are stated in the agreement to
6989	6989	be the laws that shall govern the surviving or resulting corporation and that
6990	6990	can be stated in the case of a merger or consolidation each jurisdiction
6991	6991	under which any of the foreign nonstock corporations are organized. Any
6992	6992	of the terms of the agreement of merger or consolidation may be made
6993	6993	dependent upon facts ascertainable outside of such agreement, if the
6994	6994	manner in which such facts shall operate upon the terms of the agreement
6995	6995	is clearly and expressly set forth in the agreement of merger or
6996	6996	consolidation. The term "Facts," as used in the preceding sentence,
6997	6997	includes, but is not limited to, the occurrence of any event, including a
6998	6998	determination or action by any person or body, including the corporation.
6999	6999	(c) The agreement shall be adopted, approved, certified and executed
7000	7000	by each of the constituent corporations in accordance with the laws under
7001	7001	which it is formed organized and, in the case of a Kansas domestic
7002	7002	corporation, in the same manner as is provided in K.S.A. 17-6705, and
7003	7003	amendments thereto. The agreement shall be filed and shall become
7004	7004	effective for all purposes of the laws of this state when and as provided in
7005	7005	K.S.A. 17-6705, and amendments thereto, with respect to the merger of
7006	7006	nonstock corporations of this state. Insofar as they may be applicable, the
7007	7007	provisions set forth in the last sentence of K.S.A. 17-6702(c), and
7008	7008	amendments thereto, shall apply to a merger under this section, and the
7009	7009	reference therein in such sentence to "stockholder" shall be deemed to
7010	7010	include "member" hereunder as used in this section.
7011	7011	(d) If the corporation surviving or resulting from the merger or
7012	7012	consolidation is to be governed by the laws of any state other than this
7013	7013	state a foreign nonstock corporation, it shall agree that it may be served
7014	7014	with process in this state in any proceeding for enforcement of any
7015	7015	obligation of any constituent domestic corporation of this state, as well as
7016	7016	for enforcement of any obligation of the surviving or resulting corporation
7017	7017	1
7018	7018	2
7019	7019	3
7020	7020	4
7021	7021	5
7022	7022	6
7023	7023	7
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7050	7050	34
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7053	7053	37
7054	7054	38
7055	7055	39
7056	7056	40
7057	7057	41
7058	7058	42
7059	7059	43 HB 2455 83
7060	7060	arising from the merger or consolidation and shall irrevocably appoint the
7061	7061	secretary of state as its agent to accept service of process in any suit or
7062	7062	other proceedings and shall specify the postal address to which a copy of
7063	7063	such process shall be mailed by the secretary of state. Process may be
7064	7064	served upon the secretary of state under this subsection by means of
7065	7065	electronic transmission but only as prescribed by the secretary of state. The
7066	7066	secretary of state is authorized to issue such rules and regulations with
7067	7067	respect to such service as the secretary of state deems necessary or
7068	7068	appropriate. In the event of such service upon the secretary of state in
7069	7069	accordance with this subsection, the secretary of state shall forthwith
7070	7070	immediately notify such surviving or resulting corporation thereof by
7071	7071	letter, directed to such corporation at its address so specified, unless such
7072	7072	surviving or resulting corporation shall have designated in writing to the
7073	7073	secretary of state a different address for such purpose, in which case it
7074	7074	shall be mailed to the last address so designated. Such letter shall be sent
7075	7075	by a mail or courier service that includes a record of mailing or deposit
7076	7076	with the courier and a record of delivery evidenced by the signature of the
7077	7077	recipient. Such letter shall enclose a copy of the process and any other
7078	7078	papers served upon the secretary of state. It shall be the duty of the
7079	7079	plaintiff in the event of such service to serve process and any other papers
7080	7080	in duplicate, to notify the secretary of state that service is being made
7081	7081	pursuant to this subsection, and to pay the secretary of state the sum of $40
7082	7082	$50 for the use of the state, which. Such sum and any administrative fees
7083	7083	shall be taxed as a part of the costs in the proceeding if the plaintiff shall
7084	7084	prevail therein prevails. The secretary of state shall maintain a record of
7085	7085	any such service in a manner deemed appropriate by the secretary. The
7086	7086	secretary of state shall not be required to retain such information for a
7087	7087	period longer than five years from receipt of the service of process.
7088	7088	(e) K.S.A. 17-6701(e), and amendments thereto, shall apply to a
7089	7089	merger under this section, if the corporation surviving the merger is a
7090	7090	domestic corporation of this state.
7091	7091	(f) K.S.A. 17-6701(d), and amendments thereto, shall apply to a
7092	7092	merger under this section, except that references to the board of directors,
7093	7093	to stockholders, and to shares of a constituent corporation shall be deemed
7094	7094	to be references to the governing body of the corporation, to members of
7095	7095	the corporation, and to memberships or membership interests, as
7096	7096	applicable, respectively.
7097	7097	(g) Nothing in this section shall be deemed to authorize the merger of
7098	7098	a charitable nonstock corporation into a nonstock corporation, if the
7099	7099	charitable status of such charitable nonstock corporation would thereby be
7100	7100	lost or impaired, but a nonstock corporation may be merged into a
7101	7101	charitable nonstock corporation which that shall continue as the surviving
7102	7102	corporation.
7103	7103	1
7104	7104	2
7105	7105	3
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7109	7109	7
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7140	7140	38
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7142	7142	40
7143	7143	41
7144	7144	42
7145	7145	43 HB 2455 84
7146	7146	Sec. 34. K.S.A. 2022 Supp. 17-6707 is hereby amended to read as
7147	7147	follows: 17-6707. (a) Any one or more nonstock corporations of this state,
7148	7148	whether or not organized for profit, may merge or consolidate with one or
7149	7149	more stock corporations of this state, whether or not organized for profit.
7150	7150	The constituent corporations may merge into a single surviving
7151	7151	corporation, which may be any one of the constituent corporations, or they
7152	7152	may consolidate into a new resulting corporation formed by the
7153	7153	consolidation, pursuant to an agreement of merger or consolidation, as the
7154	7154	case may be, complying and approved in accordance with this section. The
7155	7155	surviving constituent corporation or the new resulting corporation may be
7156	7156	organized for profit or not organized for profit and may be a stock
7157	7157	corporation or a nonstock corporation.
7158	7158	(b) The board of directors of each stock corporation which that
7159	7159	desires to merge or consolidate and the governing body of each nonstock
7160	7160	corporation which that desires to merge or consolidate shall adopt a
7161	7161	resolution approving an agreement of merger or consolidation. The
7162	7162	agreement shall state:
7163	7163	(1) The terms and conditions of the merger or consolidation;
7164	7164	(2) the mode of carrying the same into effect;
7165	7165	(3) such other provisions or facts required or permitted by this code to
7166	7166	be stated in articles of incorporation as can be stated in the case of a
7167	7167	merger or consolidation, stated in such altered form as the circumstances
7168	7168	of the case requirein the case of a merger, such amendments or changes in
7169	7169	the articles of incorporation of the surviving corporation as are desired to
7170	7170	be effected by the merger, which may amend and restate the articles of
7171	7171	incorporation of the surviving corporation in its entirety, or, if no such
7172	7172	amendments or changes are desired, a statement that the articles of
7173	7173	incorporation of the surviving corporation shall be its articles of
7174	7174	incorporation;
7175	7175	(4) in the case of a consolidation, that the articles of incorporation of
7176	7176	the resulting corporation shall be as is set forth in an attachment to the
7177	7177	agreement;
7178	7178	(5) the manner, if any, of converting the shares of stock of a stock
7179	7179	corporation and the memberships or membership interests of a nonstock
7180	7180	corporation into shares or other securities of a stock corporation or
7181	7181	memberships or membership interests of a nonstock corporation surviving
7182	7182	or resulting from such merger or consolidation or of cancelling some or all
7183	7183	of such shares or memberships or membership interests, and, if any shares
7184	7184	of any such stock corporation or memberships or membership interests of
7185	7185	any such nonstock corporation are not to remain outstanding, to be
7186	7186	converted solely into shares or other securities of the stock corporation or
7187	7187	memberships or membership interests of the nonstock corporation
7188	7188	surviving or resulting from such merger or consolidation or to be
7189	7189	1
7190	7190	2
7191	7191	3
7192	7192	4
7193	7193	5
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7195	7195	7
7196	7196	8
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7228	7228	40
7229	7229	41
7230	7230	42
7231	7231	43 HB 2455 85
7232	7232	cancelled, the cash, property, rights or securities of any other corporation
7233	7233	or entity which that the holders of shares of any such stock corporation or
7234	7234	memberships or membership interests of any such nonstock corporation
7235	7235	are to receive in exchange for, or upon conversion of such shares or
7236	7236	memberships or membership interests, and the surrender of any certificates
7237	7237	evidencing them, which and such cash, property, rights or securities of any
7238	7238	other corporation or entity may be in addition to or in lieu of shares or
7239	7239	other securities of any stock corporation or memberships or membership
7240	7240	interests of any nonstock corporation surviving or resulting from such
7241	7241	merger or consolidation; and
7242	7242	(5)(6) such other details or provisions as are deemed desirable,
7243	7243	including, without limiting the generality of this subsection, a provision
7244	7244	for the payment of cash in lieu of the issuance or recognition of fractional
7245	7245	shares, rights or other securities of the surviving or resulting corporation
7246	7246	or of any other corporation or entity the shares, rights or other securities
7247	7247	of which are to be received in the merger or consolidation, or for some
7248	7248	other arrangement with respect thereto, consistent with K.S.A. 17-6405,
7249	7249	and amendments thereto.
7250	7250	In such merger or consolidation, the memberships or membership
7251	7251	interests of a constituent nonstock corporation may be treated in various
7252	7252	ways so as to convert such memberships or membership interests into
7253	7253	interests of value, other than shares of stock, in the surviving or resulting
7254	7254	stock corporation or into shares of stock in the surviving or resulting stock
7255	7255	corporation, voting or nonvoting, or into creditor interests or any other
7256	7256	interests of value equivalent to their memberships or membership interests
7257	7257	in their nonstock corporation. The voting rights of members of a
7258	7258	constituent nonstock corporation need not be considered an element of
7259	7259	value in measuring the reasonable equivalence of the value of the interests
7260	7260	received in the surviving or resulting stock corporation by members of a
7261	7261	constituent nonstock corporation, nor need the voting rights of shares of
7262	7262	stock in a constituent stock corporation be considered as an element of
7263	7263	value in measuring the reasonable equivalence of the value of the interests
7264	7264	in the surviving or resulting nonstock corporation received by stockholders
7265	7265	of a constituent stock corporation, and the voting or nonvoting shares of a
7266	7266	stock corporation may be converted into any type of membership or
7267	7267	membership interest, however designated, creditor interests or
7268	7268	participating interests, in the nonstock corporation surviving or resulting
7269	7269	from such merger or consolidation of a stock corporation and a nonstock
7270	7270	corporation. Any of the terms of the agreement of merger or consolidation
7271	7271	may be made dependent upon facts ascertainable outside of such
7272	7272	agreement, provided that if the manner in which such facts shall operate
7273	7273	upon the terms of the agreement is clearly and expressly set forth in the
7274	7274	agreement of merger or consolidation. The term "Facts," as used in the
7275	7275	1
7276	7276	2
7277	7277	3
7278	7278	4
7279	7279	5
7280	7280	6
7281	7281	7
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7300	7300	26
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7305	7305	31
7306	7306	32
7307	7307	33
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7309	7309	35
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7311	7311	37
7312	7312	38
7313	7313	39
7314	7314	40
7315	7315	41
7316	7316	42
7317	7317	43 HB 2455 86
7318	7318	preceding sentence, includes, but is not limited to, the occurrence of any
7319	7319	event, including a determination or action by any person or body,
7320	7320	including the corporation.
7321	7321	(c) The agreement required by subsection (b), in the case of each
7322	7322	constituent stock corporation, shall be adopted, approved, certified and
7323	7323	executed by each constituent corporation in the same manner as is
7324	7324	provided in K.S.A. 17-6701, and amendments thereto, and, in the case of
7325	7325	each constituent nonstock corporation, shall be adopted, approved,
7326	7326	certified and executed by each of such constituent corporations in the same
7327	7327	manner as is provided in K.S.A. 17-6705, and amendments thereto. The
7328	7328	agreement shall be filed and shall become effective for all purposes of the
7329	7329	laws of this state when and as provided in K.S.A. 17-6701, and
7330	7330	amendments thereto, with respect to the merger of stock corporations of
7331	7331	this state. Insofar as they may be applicable, the provisions set forth in the
7332	7332	last sentence of K.S.A. 17-6701(c), and amendments thereto, shall apply to
7333	7333	a merger under this section, and the reference therein in such sentence to
7334	7334	"stockholder" shall be deemed to include "member" hereunder as used in
7335	7335	this section.
7336	7336	(d) K.S.A. 17-6701(e), and amendments thereto, shall apply to a
7337	7337	merger under this section, if the surviving corporation is a corporation of
7338	7338	this state, and K.S.A. 17-6701(f), and amendments thereto, shall apply to
7339	7339	any constituent stock corporation participating in a merger under this
7340	7340	section.
7341	7341	(e) K.S.A. 17-6701(d), and amendments thereto, shall apply to a
7342	7342	merger under this section, except that, for purposes of a constituent
7343	7343	nonstock corporation, references to the board of directors, to stockholders,
7344	7344	and to shares of a constituent corporation shall be deemed to be references
7345	7345	to the governing body of the corporation, to members of the corporation,
7346	7346	and to memberships or membership interests, as applicable, respectively.
7347	7347	(f) Nothing in this section shall be deemed to authorize the merger of
7348	7348	a charitable nonstock corporation into a stock corporation, if the charitable
7349	7349	status of such nonstock corporation would thereby be lost or impaired, but
7350	7350	a stock corporation may be merged into a charitable nonstock corporation
7351	7351	which that shall continue as the surviving corporation.
7352	7352	Sec. 35. K.S.A. 2022 Supp. 17-6708 is hereby amended to read as
7353	7353	follows: 17-6708. (a) Any one or more corporations of this state, whether
7354	7354	stock or nonstock corporations and whether or not organized for profit,
7355	7355	may merge or consolidate with one or more other corporations of any other
7356	7356	state or states of the United States or of the District of Columbia, whether
7357	7357	stock or nonstock corporations and whether or not organized for profit, if
7358	7358	the laws under which the other corporation or corporations are formed
7359	7359	shall permit such a corporation of such jurisdiction to merge with a
7360	7360	corporation of another jurisdiction foreign corporations unless the laws of
7361	7361	1
7362	7362	2
7363	7363	3
7364	7364	4
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7367	7367	7
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7385	7385	25
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7387	7387	27
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7389	7389	29
7390	7390	30
7391	7391	31
7392	7392	32
7393	7393	33
7394	7394	34
7395	7395	35
7396	7396	36
7397	7397	37
7398	7398	38
7399	7399	39
7400	7400	40
7401	7401	41
7402	7402	42
7403	7403	43 HB 2455 87
7404	7404	the jurisdiction or jurisdictions under which such foreign corporation or
7405	7405	corporations are organized prohibit such merger or consolidation. The
7406	7406	constituent corporations may merge into a single surviving corporation,
7407	7407	which may be any one of the constituent corporations, or they may
7408	7408	consolidate into a new resulting corporation formed by the consolidation,
7409	7409	which may be a corporation of the place jurisdiction of incorporation
7410	7410	organization of any one of the constituent corporations, pursuant to an
7411	7411	agreement of merger or consolidation, as the case may be, complying and
7412	7412	approved in accordance with this section. The surviving or new resulting
7413	7413	corporation may be either a domestic or foreign stock corporation or a
7414	7414	domestic or foreign nonstock corporation, as shall be specified in the
7415	7415	agreement of merger or consolidation required by subsection (b). For
7416	7416	purposes of this section, "foreign corporation" includes a stock or
7417	7417	nonstock corporation organized under the laws of any jurisdiction other
7418	7418	than this state.
7419	7419	(b) The method and procedure to be followed by the constituent
7420	7420	corporations so merging or consolidating shall be as prescribed in K.S.A.
7421	7421	17-6707, and amendments thereto, in the case of Kansas domestic
7422	7422	corporations. The agreement of merger or consolidation shall be as
7423	7423	provided in K.S.A. 17-6707, and amendments thereto, and also set forth
7424	7424	such other matters or provisions or facts as shall then be required to be set
7425	7425	forth in an agreement of merger or consolidation, including any provision
7426	7426	for amendment of the articles of incorporation, or equivalent document, of
7427	7427	a surviving foreign corporation, by the laws of the state which
7428	7428	jurisdiction or jurisdictions that are stated in the agreement to be the laws
7429	7429	under which shall govern the surviving or resulting the foreign corporation
7430	7430	and that can be stated in the case of a merger or consolidation or
7431	7431	corporations are organized. The agreement, in the case of foreign
7432	7432	corporations, shall be adopted, approved, certified and executed by each of
7433	7433	the constituent foreign corporations in accordance with the laws under
7434	7434	which each is formed organized.
7435	7435	(c) The requirements of K.S.A. 17-6702(d), and amendments thereto,
7436	7436	as to the appointment of the secretary of state to receive process and the
7437	7437	manner of serving the same in the event the surviving or new resulting
7438	7438	corporation is to be governed by the laws of any other state a foreign
7439	7439	corporation shall also apply to mergers or consolidations effected under
7440	7440	this section and such appointment, if any, shall be included in the
7441	7441	certificate of merger or consolidation, if any, filed pursuant to subsection
7442	7442	(b). K.S.A. 17-6701(e), and amendments thereto, shall apply to mergers
7443	7443	effected under this section if the surviving corporation is a domestic
7444	7444	corporation of this state;. K.S.A. 17-6701(d), and amendments thereto,
7445	7445	shall apply to any constituent corporation participating in a merger or
7446	7446	consolidation under this section, except that for purposes of a constituent
7447	7447	1
7448	7448	2
7449	7449	3
7450	7450	4
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7469	7469	23
7470	7470	24
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7477	7477	31
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7490	7490	nonstock corporation, references to the board of directors, to stockholders,
7491	7491	and to shares shall be deemed to be references to the governing body of
7492	7492	the corporation, to members of the corporation, and to memberships or
7493	7493	membership interests of the corporation, as applicable, respectively; and.
7494	7494	K.S.A. 17-6701(f), and amendments thereto, shall apply to any constituent
7495	7495	stock domestic corporation participating in a merger under this section.
7496	7496	(d) Nothing in this section shall be deemed to authorize the merger of
7497	7497	a charitable nonstock corporation into a stock corporation, if the charitable
7498	7498	status of such nonstock corporation would thereby be lost or impaired; but
7499	7499	a stock corporation may be merged into a charitable nonstock corporation
7500	7500	which that shall continue as the surviving corporation.
7501	7501	Sec. 36. K.S.A. 2022 Supp. 17-6712 is hereby amended to read as
7502	7502	follows: 17-6712. (a) Any stockholder of a domestic corporation of this
7503	7503	state who holds shares of stock on the date of the making of a demand
7504	7504	pursuant to subsection (d) with respect to such shares, who continuously
7505	7505	holds such shares through the effective date of the merger or consolidation,
7506	7506	who has otherwise complied with subsection (d) and who has neither voted
7507	7507	in favor of the merger or consolidation nor consented thereto in writing
7508	7508	pursuant to K.S.A. 17-6518, and amendments thereto, shall be entitled to
7509	7509	an appraisal by the district court of the fair value of the stockholder's
7510	7510	shares of stock under the circumstances described in subsections (b) and
7511	7511	(c). As used in this section, the word: "Stockholder" means a holder of
7512	7512	record of stock in a corporation; the words "stock" and "share" mean and
7513	7513	include what is ordinarily meant by those words; and the words
7514	7514	"depository receipt" mean means a receipt or other instrument issued by a
7515	7515	depository representing an interest in one or more shares, or fractions
7516	7516	thereof, solely of stock of a corporation, which stock that is deposited with
7517	7517	the depository.
7518	7518	(b) Appraisal rights shall be available for the shares of any class or
7519	7519	series of stock of a constituent corporation in a merger or consolidation to
7520	7520	be effected pursuant to K.S.A. 17-6701, and amendments thereto, other
7521	7521	than a merger effected pursuant to K.S.A. 17-6701(g), and amendments
7522	7522	thereto, and, subject to subsection (b)(3), K.S.A. 17-7601(h), 17-6702, 17-
7523	7523	6705, 17-6706, 17-6707 and 17-6708, and amendments thereto:
7524	7524	(1) Except as expressly provided in K.S.A. 2022 Supp. 17-72a03, and
7525	7525	amendments thereto, that no appraisal rights under this section shall be
7526	7526	available for the shares of any class or series of stock, which stock, or
7527	7527	depository receipts in respect thereof, at the record date fixed to determine
7528	7528	the stockholders entitled to receive notice of the meeting of stockholders to
7529	7529	act upon the agreement of merger or consolidation, or in the case of a
7530	7530	merger pursuant to K.S.A. 17-7601(h), and amendments thereto, as of
7531	7531	immediately prior to the execution of the agreement of merger, were either:
7532	7532	(A) Listed on a national securities exchange; or
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7576	7576	(B) held of record by more than 2,000 holders, except that no
7577	7577	appraisal rights shall be available for any shares of stock of the constituent
7578	7578	corporation surviving a merger if the merger did not require for its
7579	7579	approval the vote of the stockholders of the surviving corporation as
7580	7580	provided in K.S.A. 17-6701(f), and amendments thereto.
7581	7581	(2) Notwithstanding subsection (b)(1), appraisal rights under this
7582	7582	section shall be available for the shares of any class or series of stock of a
7583	7583	constituent corporation if the holders thereof are required by the terms of
7584	7584	an agreement of merger or consolidation pursuant to K.S.A. 17-6701, 17-
7585	7585	6702, 17-6705, 17-6706, 17-6707 and 17-6708, and amendments thereto,
7586	7586	to accept for such stock anything except:
7587	7587	(A) Shares of stock of the corporation surviving or resulting from
7588	7588	such merger or consolidation, or depository receipts in respect thereof;
7589	7589	(B) shares of stock of any other corporation, or depository receipts in
7590	7590	respect thereof, which shares of stock, or depository receipts in respect
7591	7591	thereof, or depository receipts at the effective date of the merger or
7592	7592	consolidation will be either listed on a national securities exchange or held
7593	7593	of record by more than 2,000 holders;
7594	7594	(C) cash in lieu of fractional shares or fractional depository receipts
7595	7595	described in subparagraphs (A) and (B); or
7596	7596	(D) any combination of the shares of stock, depository receipts and
7597	7597	cash in lieu of fractional shares or fractional depository receipts described
7598	7598	in subparagraphs (A), (B) and (C).
7599	7599	(3) In the event all of the stock of a subsidiary Kansas domestic
7600	7600	corporation party to a merger effected under K.S.A. 17-6701(h) or 17-
7601	7601	6703, and amendments thereto, is not owned by the parent immediately
7602	7602	prior to the merger, appraisal rights shall be available for the shares of the
7603	7603	subsidiary Kansas domestic corporation.
7604	7604	(4) This paragraph shall apply only with respect to a merger or
7605	7605	consolidation consummated pursuant to an agreement entered into or
7606	7606	resolutions of the board of directors adopted, as applicable, before July 1,
7607	7607	2023. In the event of an amendment to a corporation's articles of
7608	7608	incorporation contemplated by K.S.A. 2022 Supp. 17-72a03, and
7609	7609	amendments thereto, appraisal rights shall be available as contemplated by
7610	7610	K.S.A. 2022 Supp. 17-72a03, and amendments thereto, and the procedures
7611	7611	of this section, including those set forth in subsections (d) and (e), shall
7612	7612	apply as nearly as practicable, with the word "amendment" substituted for
7613	7613	the words "merger or consolidation," and the word "corporation"
7614	7614	substituted for the words "constituent corporation" or "surviving or
7615	7615	resulting corporation."
7616	7616	(c) Any corporation may provide in its articles of incorporation that
7617	7617	appraisal rights under this section shall be available for the shares of any
7618	7618	class or series of its stock as a result of an amendment to its articles of
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7661	7661	43 HB 2455 90
7662	7662	incorporation, any merger or consolidation in which the corporation is a
7663	7663	constituent corporation or the sale of all or substantially all of the assets of
7664	7664	the corporation. If the articles of incorporation contain such a provision,
7665	7665	the procedures provisions of this section, including those set forth in
7666	7666	subsections (d) and, (e), and (g) shall apply as nearly as is practicable.
7667	7667	(d) Appraisal rights shall be perfected as follows:
7668	7668	(1) If a proposed merger or consolidation for which appraisal rights
7669	7669	are provided under this section is to be submitted for approval at a meeting
7670	7670	of stockholders, the corporation, not less than 20 days prior to the meeting,
7671	7671	shall notify each of its stockholders who was such on the record date for
7672	7672	notice of such meeting, or such members who received notice in
7673	7673	accordance with K.S.A. 17-6705, and amendments thereto, with respect to
7674	7674	shares for which appraisal rights are available pursuant to subsection (b) or
7675	7675	(c) that appraisal rights are available for any or all of the shares of the
7676	7676	constituent corporations, and shall include in such notice a copy of this
7677	7677	section and, if one of the constituent corporations is a nonstock
7678	7678	corporation, a copy of K.S.A. 2022 Supp. 17-6014, and amendments
7679	7679	thereto. Each stockholder electing to demand the appraisal of such
7680	7680	stockholder's shares shall deliver to the corporation, before the taking of
7681	7681	the vote on the merger or consolidation, a written demand for appraisal of
7682	7682	such stockholder's shares. A demand may be delivered to the corporation
7683	7683	by electronic transmission if directed to an information processing system,
7684	7684	if any, expressly designated for that purpose in such notice. Such demand
7685	7685	will be sufficient if it reasonably informs the corporation of the identity of
7686	7686	the stockholder and that the stockholder intends thereby to demand the
7687	7687	appraisal of such stockholder's shares. A proxy or vote against the merger
7688	7688	or consolidation shall not constitute such a demand. A stockholder electing
7689	7689	to take such action must do so by a separate written demand as herein
7690	7690	provided in this subsection. Within 10 days after the effective date of such
7691	7691	merger or consolidation, the surviving or resulting corporation shall notify
7692	7692	each stockholder of each constituent corporation who has complied with
7693	7693	this subsection and has not voted in favor of or consented to the merger or
7694	7694	consolidation of the date that the merger or consolidation has become
7695	7695	effective; or
7696	7696	(2) if the merger or consolidation was approved pursuant to K.S.A.
7697	7697	17-6518, 17-6701(h) or 17-6703, and amendments thereto, then, either a
7698	7698	constituent corporation before the effective date of the merger or
7699	7699	consolidation or the surviving or resulting corporation within 10 days
7700	7700	thereafter shall notify each of the holders of any class or series of stock of
7701	7701	such constituent corporation who are entitled to appraisal rights of the
7702	7702	approval of the merger or consolidation and that appraisal rights are
7703	7703	available for any or all shares of such class or series of stock of such
7704	7704	constituent corporation, and shall include in such notice a copy of this
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7748	7748	section and, if one of the constituent corporations is a nonstock
7749	7749	corporation, a copy of K.S.A. 2022 Supp. 17-6014, and amendments
7750	7750	thereto. Such notice may, and, if given on or after the effective date of the
7751	7751	merger or consolidation, shall, also notify such stockholders of the
7752	7752	effective date of the merger or consolidation. Any stockholder entitled to
7753	7753	appraisal rights may, within 20 days after the date of mailing of giving
7754	7754	such notice or, in the case of a merger approved pursuant to K.S.A. 17-
7755	7755	6701(h), and amendments thereto, within the later of the consummation of
7756	7756	the tender or exchange offer contemplated by K.S.A. 17-6701(h), and
7757	7757	amendments thereto, and 20 days after the date of mailing of giving such
7758	7758	notice, demand in writing from the surviving or resulting corporation the
7759	7759	appraisal of such holder's shares. A demand may be delivered to the
7760	7760	corporation by electronic transmission if directed to an information
7761	7761	processing system, if any, designated for that purpose in such notice. Such
7762	7762	demand will be sufficient if it reasonably informs the corporation of the
7763	7763	identity of the stockholder and that the stockholder intends thereby to
7764	7764	demand the appraisal of such holder's shares. If such notice did not notify
7765	7765	stockholders of the effective date of the merger or consolidation, either:
7766	7766	(A) Each such constituent corporation shall send a second notice before
7767	7767	the effective date of the merger or consolidation notifying each of the
7768	7768	holders of any class or series of stock of such constituent corporation that
7769	7769	are entitled to appraisal rights of the effective date of the merger or
7770	7770	consolidation; or (B) the surviving or resulting corporation shall send such
7771	7771	a second notice to all such holders on or within 10 days after such effective
7772	7772	date; provided, however, that. If such second notice is sent more than 20
7773	7773	days following the sending of the first notice or, in the case of a merger
7774	7774	approved pursuant to K.S.A. 17-6701(h), and amendments thereto, later
7775	7775	than the later of the consummation of the tender or exchange offer
7776	7776	contemplated by K.S.A. 17-6701(h), and amendments thereto, and 20 days
7777	7777	following the sending of the first notice, such second notice need only be
7778	7778	sent to each stockholder who is entitled to appraisal rights and who has
7779	7779	demanded appraisal of such holder's shares in accordance with this
7780	7780	subsection. An affidavit of the secretary or assistant secretary or of the
7781	7781	transfer agent of the corporation that is required to give either notice that
7782	7782	such notice has been given shall, in the absence of fraud, be prima facie
7783	7783	evidence of the facts stated therein in such affidavit. For purposes of
7784	7784	determining the stockholders entitled to receive either notice, each
7785	7785	constituent corporation may fix, in advance, a record date that shall be not
7786	7786	more than 10 days prior to the date the notice is given, provided, that. If
7787	7787	the notice is given on or after the effective date of the merger or
7788	7788	consolidation, the record date shall be such effective date. If no record date
7789	7789	is fixed and the notice is given prior to the effective date, the record date
7790	7790	shall be the close of business on the day next preceding the day on which
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7834	7834	when the notice is given.
7835	7835	(e) Within 120 days after the effective date of the merger or
7836	7836	consolidation, the surviving or resulting corporation or any stockholder
7837	7837	who has complied with subsections (a) and (d) and who is otherwise
7838	7838	entitled to appraisal rights, may commence an appraisal proceeding by
7839	7839	filing a petition in the district court demanding a determination of the
7840	7840	value of the stock of all such stockholders. Notwithstanding the foregoing
7841	7841	provisions of this subsection, at any time within 60 days after the effective
7842	7842	date of the merger or consolidation, any stockholder who has not
7843	7843	commenced an appraisal proceeding or joined that proceeding as a named
7844	7844	party shall have the right to withdraw such stockholder's demand for
7845	7845	appraisal and to accept the terms offered upon the merger or consolidation.
7846	7846	Within 120 days after the effective date of the merger or consolidation, any
7847	7847	stockholder who has complied with the requirements of subsections (a)
7848	7848	and (d), upon written request given in writing, or by electronic
7849	7849	transmission directed to an information processing system, if any,
7850	7850	expressly designated for that purpose in the notice of appraisal, shall be
7851	7851	entitled to receive from the corporation surviving the merger or resulting
7852	7852	from the consolidation a statement setting forth the aggregate number of
7853	7853	shares not voted in favor of the merger or consolidation and, or in the case
7854	7854	of a merger approved pursuant to K.S.A. 17-6701(h), and amendments
7855	7855	thereto, the aggregate number of shares, other than any excluded stock, as
7856	7856	defined in K.S.A. 17-6701(h)(2), and amendments thereto, that were the
7857	7857	subject of, and were not tendered into, and accepted for purchase or
7858	7858	exchange in, the offer referred to in K.S.A. 17-6701(h)(1)(B), and
7859	7859	amendments thereto, and, in either case, with respect to which demands
7860	7860	for appraisal have been received and the aggregate number of holders of
7861	7861	such shares. Such written statement shall be mailed given to the
7862	7862	stockholder within 10 days after such stockholder's written request for
7863	7863	such a statement is received by the surviving or resulting corporation or
7864	7864	within 10 days after expiration of the period for delivery of demands for
7865	7865	appraisal under subsection (d), whichever is later. Notwithstanding
7866	7866	subsection (a), a person who is the beneficial owner of shares of such
7867	7867	stock held either in a voting trust or by a nominee on behalf of such person
7868	7868	may, in such person's own name, file a petition or request from the
7869	7869	corporation the statement described in this subsection.
7870	7870	(f) Upon the filing of any such petition by a stockholder, service of a
7871	7871	copy thereof shall be made upon the surviving or resulting corporation,
7872	7872	which shall within 20 days after such service file in the office of the clerk
7873	7873	of the court in which where the petition was filed a duly verified list
7874	7874	containing the names and postal addresses of all stockholders who have
7875	7875	demanded payment for their shares and with whom agreements as to the
7876	7876	value of their shares have not been reached by the surviving or resulting
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7920	7920	corporation. If the petition shall be filed by the surviving or resulting
7921	7921	corporation, the petition shall be accompanied by such a duly verified list.
7922	7922	The clerk of the court, if so ordered by the court, shall give notice of the
7923	7923	time and place fixed for the hearing of such petition by registered or
7924	7924	certified mail to the surviving or resulting corporation and to the
7925	7925	stockholders shown on the list at the addresses therein stated in the list.
7926	7926	Such notice shall also be given by one or more publications at least one
7927	7927	week before the day of the hearing, in a newspaper of general circulation
7928	7928	published in the county in which where the court is located or such
7929	7929	publication as the court deems advisable. The forms of the notices by mail
7930	7930	and by publication shall be approved by the court, and the costs thereof
7931	7931	shall be borne by the surviving or resulting corporation.
7932	7932	(g) (1) At the hearing on such petition, the court shall determine the
7933	7933	stockholders who have complied with this section and who have become
7934	7934	entitled to appraisal rights. The court may require the stockholders who
7935	7935	have demanded an appraisal for their shares and who hold stock
7936	7936	represented by certificates to submit their certificates of stock to the clerk
7937	7937	of the court for notation thereon of the pendency of the appraisal
7938	7938	proceedings; and if any stockholder fails to comply with such direction,
7939	7939	the court may dismiss the proceedings as to such stockholder.
7940	7940	(2) This paragraph shall apply only with respect to transactions
7941	7941	consummated pursuant to agreements entered into, resolutions of the
7942	7942	board of directors adopted and authorizations provided, in each case as
7943	7943	applicable, on or after July 1, 2023. If immediately before the merger or
7944	7944	consolidation the shares of the class or series of stock of the constituent
7945	7945	corporation as to which appraisal rights are available were listed on a
7946	7946	national securities exchange, the court shall dismiss the proceedings as to
7947	7947	all holders of such shares who are otherwise entitled to appraisal rights
7948	7948	unless:
7949	7949	(A) The total number of shares entitled to appraisal exceeds 1% of
7950	7950	the outstanding shares of the class or series eligible for appraisal;
7951	7951	(B) the value of the consideration provided in the merger or
7952	7952	consolidation for such total number of shares exceeds $1,000,000; or
7953	7953	(C) the merger was approved pursuant to K.S.A. 17-6703, and
7954	7954	amendments thereto.
7955	7955	(h) (1) After the court determines the stockholders entitled to an
7956	7956	appraisal, the appraisal proceeding shall be conducted in accordance with
7957	7957	the rules of the district court, including any rules specifically governing
7958	7958	appraisal proceedings. Through such proceeding the court shall determine
7959	7959	the fair value of the shares exclusive of any element of value arising from
7960	7960	the accomplishment or expectation of the merger or consolidation, together
7961	7961	with interest, if any, to be paid upon the amount determined to be the fair
7962	7962	value. In determining such fair value, the court shall take into account all
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8005	8005	43 HB 2455 94
8006	8006	relevant factors. Unless the court in its discretion determines otherwise for
8007	8007	good cause shown, and except as provided in this subsection, interest from
8008	8008	the effective date of the merger through the date of payment of the
8009	8009	judgment shall be compounded quarterly and shall accrue at 5% over the
8010	8010	federal reserve discount rate, including any surcharge, as established from
8011	8011	time to time during the period between the effective date of the merger and
8012	8012	the date of payment of the judgment.
8013	8013	(2) This paragraph shall apply only with respect to transactions
8014	8014	consummated pursuant to agreements entered into, resolutions of the
8015	8015	board of directors adopted and authorizations provided, in each case as
8016	8016	applicable, on or after July 1, 2023. At any time before the entry of
8017	8017	judgment in the proceedings, the surviving corporation may pay to each
8018	8018	stockholder entitled to appraisal an amount in cash, in which case interest
8019	8019	shall accrue thereafter as provided in this paragraph only upon the sum
8020	8020	of: (A) The difference, if any, between the amount so paid and the fair
8021	8021	market value of the shares as determined by the court; and (B) interest
8022	8022	previously accrued unless paid at that time. Upon application by the
8023	8023	surviving or resulting corporation or by any stockholder entitled to
8024	8024	participate in the appraisal proceeding, the court may, in its discretion,
8025	8025	proceed to trial upon the appraisal prior to the final determination of the
8026	8026	stockholders entitled to an appraisal. Any stockholder whose name appears
8027	8027	on the list filed by the surviving or resulting corporation pursuant to
8028	8028	subsection (f) and who has submitted such stockholder's certificates of
8029	8029	stock to the clerk of the court, if such is required, may participate fully in
8030	8030	all proceedings until it is finally determined that such stockholder is not
8031	8031	entitled to appraisal rights under this section.
8032	8032	(i) The court shall direct the payment of the fair value of the shares,
8033	8033	together with interest, if any, by the surviving or resulting corporation to
8034	8034	the stockholders entitled thereto. Payment shall be so made to each such
8035	8035	stockholder, in the case of holders of uncertificated stock forthwith
8036	8036	immediately, and the case of holders of shares represented by certificates
8037	8037	upon the surrender to the corporation of the certificates representing such
8038	8038	stock. The court's decree may be enforced as other decrees in the district
8039	8039	court may be enforced, whether such surviving or resulting corporation be
8040	8040	a domestic corporation of this state or of any state.
8041	8041	(j) The costs of the proceeding may be determined by the court and
8042	8042	taxed upon the parties as the court deems equitable in the circumstances.
8043	8043	Upon application of a stockholder, the court may order all or a portion of
8044	8044	the expenses incurred by any stockholder in connection with the appraisal
8045	8045	proceeding, including, without limitation, reasonable attorney fees and the
8046	8046	fees and expenses of experts, to be charged pro rata against the value of all
8047	8047	the shares entitled to an appraisal.
8048	8048	(k) From and after the effective date of the merger or consolidation,
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8091	8091	43 HB 2455 95
8092	8092	no stockholder who has demanded appraisal rights as provided in
8093	8093	subsection (d) shall be entitled to vote such stock for any purpose or to
8094	8094	receive payment of dividends or other distributions on the stock, except
8095	8095	dividends or other distributions payable to stockholders of record at a date
8096	8096	which that is prior to the effective date of the merger or consolidation;
8097	8097	provided, however, except that if no petition for an appraisal shall be filed
8098	8098	within the time provided in subsection (e), or if such stockholder shall
8099	8099	deliver to the surviving or resulting corporation a written withdrawal of
8100	8100	such stockholder's demand for an appraisal and an acceptance of the
8101	8101	merger or consolidation, either within 60 days after the effective date of
8102	8102	the merger or consolidation as provided in subsection (e) or thereafter with
8103	8103	the written approval of the corporation, then the right of such stockholder
8104	8104	to an appraisal shall cease. Notwithstanding the foregoing provisions of
8105	8105	this subsection, no appraisal proceeding in the district court shall be
8106	8106	dismissed as to any stockholder without the approval of the court, and such
8107	8107	approval may be conditioned upon such terms as the court deems just,
8108	8108	except that this provision shall not affect the right of any stockholder who
8109	8109	has not commenced an appraisal proceeding or joined that proceeding as a
8110	8110	named party to withdraw such stockholder's demand for appraisal and to
8111	8111	accept the terms offered upon the merger or consolidation within 60 days
8112	8112	after the effective date of the merger or consolidation, as set forth in
8113	8113	subsection (e).
8114	8114	(l) The shares of the surviving or resulting corporation to which the
8115	8115	shares of such objecting stockholders would have been converted had they
8116	8116	assented to the merger or consolidation shall have the status of authorized
8117	8117	and unissued shares of the surviving or resulting corporation.
8118	8118	Sec. 37. On and after January 1, 2024, K.S.A. 2022 Supp. 17-6712, as
8119	8119	amended by section 36 of this act, is hereby amended to read as follows:
8120	8120	17-6712. (a) Any stockholder of a domestic corporation who holds shares
8121	8121	of stock on the date of the making of a demand pursuant to subsection (d)
8122	8122	with respect to such shares, who continuously holds such shares through
8123	8123	the effective date of the merger or consolidation, who has otherwise
8124	8124	complied with subsection (d) and who has neither voted in favor of the
8125	8125	merger or consolidation nor consented thereto in writing pursuant to
8126	8126	K.S.A. 17-6518, and amendments thereto, shall be entitled to an appraisal
8127	8127	by the district court of the fair value of the stockholder's shares of stock
8128	8128	under the circumstances described in subsections (b) and (c). As used in
8129	8129	this section: "Stockholder" means a holder of record of stock in a
8130	8130	corporation; "stock" and "share" mean and include what is ordinarily
8131	8131	meant by those words; and "depository receipt" means a receipt or other
8132	8132	instrument issued by a depository representing an interest in one or more
8133	8133	shares, or fractions thereof, solely of stock of a corporation that is
8134	8134	deposited with the depository.
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8177	8177	43 HB 2455 96
8178	8178	(b) Appraisal rights shall be available for the shares of any class or
8179	8179	series of stock of a constituent corporation in a merger or consolidation to
8180	8180	be effected pursuant to K.S.A. 17-6701, other than a merger effected
8181	8181	pursuant to K.S.A. 17-6701(g), and amendments thereto, and 17-6702, 17-
8182	8182	6705, 17-6706, 17-6707 and 17-6708, and amendments thereto:
8183	8183	(1) Except that no appraisal rights under this section shall be
8184	8184	available for the shares of any class or series of stock, which stock, or
8185	8185	depository receipts in respect thereof, at the record date fixed to determine
8186	8186	the stockholders entitled to receive notice of the meeting of stockholders to
8187	8187	act upon the agreement of merger or consolidation, or in the case of a
8188	8188	merger pursuant to K.S.A. 17-7601(h), and amendments thereto, as of
8189	8189	immediately prior to the execution of the agreement of merger, were
8190	8190	either:
8191	8191	(A) Listed on a national securities exchange; or
8192	8192	(B) held of record by more than 2,000 holders, except that no
8193	8193	appraisal rights shall be available for any shares of stock of the constituent
8194	8194	corporation surviving a merger if the merger did not require for its
8195	8195	approval the vote of the stockholders of the surviving corporation as
8196	8196	provided in K.S.A. 17-6701(f), and amendments thereto.
8197	8197	(2) Notwithstanding subsection (b)(1), appraisal rights under this
8198	8198	section shall be available for the shares of any class or series of stock of a
8199	8199	constituent corporation if the holders thereof are required by the terms of
8200	8200	an agreement of merger or consolidation pursuant to K.S.A. 17-6701, 17-
8201	8201	6702, 17-6705, 17-6706, 17-6707 and 17-6708, and amendments thereto,
8202	8202	to accept for such stock anything except:
8203	8203	(A) Shares of stock of the corporation surviving or resulting from
8204	8204	such merger or consolidation, or depository receipts in respect thereof;
8205	8205	(B) shares of stock of any other corporation, or depository receipts in
8206	8206	respect thereof, which shares of stock, or depository receipts in respect
8207	8207	thereof, or depository receipts at the effective date of the merger or
8208	8208	consolidation will be either listed on a national securities exchange or held
8209	8209	of record by more than 2,000 holders;
8210	8210	(C) cash in lieu of fractional shares or fractional depository receipts
8211	8211	described in subparagraphs (A) and (B); or
8212	8212	(D) any combination of the shares of stock, depository receipts and
8213	8213	cash in lieu of fractional shares or fractional depository receipts described
8214	8214	in subparagraphs (A), (B) and (C).
8215	8215	(3) In the event all of the stock of a subsidiary domestic corporation
8216	8216	party to a merger effected under K.S.A. 17-6703, and amendments thereto,
8217	8217	is not owned by the parent immediately prior to the merger, appraisal
8218	8218	rights shall be available for the shares of the subsidiary domestic
8219	8219	corporation.
8220	8220	(4) This paragraph shall apply only with respect to a merger or
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8262	8262	42
8263	8263	43 HB 2455 97
8264	8264	consolidation consummated pursuant to an agreement entered into or
8265	8265	resolutions of the board of directors adopted, as applicable, before July 1,
8266	8266	2023. In the event of an amendment to a corporation's articles of
8267	8267	incorporation contemplated by K.S.A. 2022 Supp. 17-72a03, and
8268	8268	amendments thereto, appraisal rights shall be available as contemplated by
8269	8269	K.S.A. 2022 Supp. 17-72a03, and amendments thereto, and the procedures
8270	8270	of this section, including those set forth in subsections (d) and (e), shall
8271	8271	apply as nearly as practicable, with the word "amendment" substituted for
8272	8272	the words "merger or consolidation," and the word "corporation"
8273	8273	substituted for the words "constituent corporation" or "surviving or
8274	8274	resulting corporation."
8275	8275	(c) Any corporation may provide in its articles of incorporation that
8276	8276	appraisal rights under this section shall be available for the shares of any
8277	8277	class or series of its stock as a result of an amendment to its articles of
8278	8278	incorporation, any merger or consolidation in which the corporation is a
8279	8279	constituent corporation or the sale of all or substantially all of the assets of
8280	8280	the corporation. If the articles of incorporation contain such a provision,
8281	8281	the provisions of this section, including those set forth in subsections (d),
8282	8282	(e) and (g) shall apply as nearly as is practicable.
8283	8283	(d) Appraisal rights shall be perfected as follows:
8284	8284	(1) If a proposed merger or consolidation for which appraisal rights
8285	8285	are provided under this section is to be submitted for approval at a meeting
8286	8286	of stockholders, the corporation, not less than 20 days prior to the meeting,
8287	8287	shall notify each of its stockholders who was such on the record date for
8288	8288	notice of such meeting, or such members who received notice in
8289	8289	accordance with K.S.A. 17-6705, and amendments thereto, with respect to
8290	8290	shares for which appraisal rights are available pursuant to subsection (b) or
8291	8291	(c) that appraisal rights are available for any or all of the shares of the
8292	8292	constituent corporations, and shall include in such notice a copy of this
8293	8293	section and, if one of the constituent corporations is a nonstock
8294	8294	corporation, a copy of K.S.A. 2022 Supp. 17-6014, and amendments
8295	8295	thereto. Each stockholder electing to demand the appraisal of such
8296	8296	stockholder's shares shall deliver to the corporation, before the taking of
8297	8297	the vote on the merger or consolidation, a written demand for appraisal of
8298	8298	such stockholder's shares. A demand may be delivered to the corporation
8299	8299	by electronic transmission if directed to an information processing system,
8300	8300	if any, expressly designated for that purpose in such notice. Such demand
8301	8301	will be sufficient if it reasonably informs the corporation of the identity of
8302	8302	the stockholder and that the stockholder intends thereby to demand the
8303	8303	appraisal of such stockholder's shares. A proxy or vote against the merger
8304	8304	or consolidation shall not constitute such a demand. A stockholder electing
8305	8305	to take such action must do so by a separate written demand as provided in
8306	8306	this subsection. Within 10 days after the effective date of such merger or
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8348	8348	42
8349	8349	43 HB 2455 98
8350	8350	consolidation, the surviving or resulting corporation shall notify each
8351	8351	stockholder of each constituent corporation who has complied with this
8352	8352	subsection and has not voted in favor of or consented to the merger or
8353	8353	consolidation of the date that the merger or consolidation has become
8354	8354	effective; or
8355	8355	(2) if the merger or consolidation was approved pursuant to K.S.A.
8356	8356	17-6518, 17-6701(h) or 17-6703, and amendments thereto, then, either a
8357	8357	constituent corporation before the effective date of the merger or
8358	8358	consolidation or the surviving or resulting corporation within 10 days
8359	8359	thereafter shall notify each of the holders of any class or series of stock of
8360	8360	such constituent corporation who are entitled to appraisal rights of the
8361	8361	approval of the merger or consolidation and that appraisal rights are
8362	8362	available for any or all shares of such class or series of stock of such
8363	8363	constituent corporation, and shall include in such notice a copy of this
8364	8364	section and, if one of the constituent corporations is a nonstock
8365	8365	corporation, a copy of K.S.A. 2022 Supp. 17-6014, and amendments
8366	8366	thereto. Such notice may, and, if given on or after the effective date of the
8367	8367	merger or consolidation, shall, also notify such stockholders of the
8368	8368	effective date of the merger or consolidation. Any stockholder entitled to
8369	8369	appraisal rights may, within 20 days after the date of giving such notice or,
8370	8370	in the case of a merger approved pursuant to K.S.A. 17-6701(h), and
8371	8371	amendments thereto, within the later of the consummation of the offer
8372	8372	contemplated by K.S.A. 17-6701(h), and amendments thereto, and 20 days
8373	8373	after the date of giving such notice, demand in writing from the surviving
8374	8374	or resulting corporation the appraisal of such holder's shares. A demand
8375	8375	may be delivered to the corporation by electronic transmission if directed
8376	8376	to an information processing system, if any, designated for that purpose in
8377	8377	such notice. Such demand will be sufficient if it reasonably informs the
8378	8378	corporation of the identity of the stockholder and that the stockholder
8379	8379	intends thereby to demand the appraisal of such holder's shares. If such
8380	8380	notice did not notify stockholders of the effective date of the merger or
8381	8381	consolidation, either: (A) Each such constituent corporation shall send a
8382	8382	second notice before the effective date of the merger or consolidation
8383	8383	notifying each of the holders of any class or series of stock of such
8384	8384	constituent corporation that are entitled to appraisal rights of the effective
8385	8385	date of the merger or consolidation; or (B) the surviving or resulting
8386	8386	corporation shall send such a second notice to all such holders on or within
8387	8387	10 days after such effective date. If such second notice is sent more than
8388	8388	20 days following the sending of the first notice or, in the case of a merger
8389	8389	approved pursuant to K.S.A. 17-6701(h), and amendments thereto, later
8390	8390	than the later of the consummation of the offer contemplated by K.S.A.
8391	8391	17-6701(h), and amendments thereto, and 20 days following the sending
8392	8392	of the first notice, such second notice need only be sent to each
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8435	8435	43 HB 2455 99
8436	8436	stockholder who is entitled to appraisal rights and who has demanded
8437	8437	appraisal of such holder's shares in accordance with this subsection. An
8438	8438	affidavit of the secretary or assistant secretary or of the transfer agent of
8439	8439	the corporation that is required to give either notice that such notice has
8440	8440	been given shall, in the absence of fraud, be prima facie evidence of the
8441	8441	facts stated in such affidavit. For purposes of determining the stockholders
8442	8442	entitled to receive either notice, each constituent corporation may fix, in
8443	8443	advance, a record date that shall be not more than 10 days prior to the date
8444	8444	the notice is given. If the notice is given on or after the effective date of
8445	8445	the merger or consolidation, the record date shall be such effective date. If
8446	8446	no record date is fixed and the notice is given prior to the effective date,
8447	8447	the record date shall be the close of business on the day next preceding the
8448	8448	day when the notice is given.
8449	8449	(e) Within 120 days after the effective date of the merger or
8450	8450	consolidation, the surviving or resulting corporation or any stockholder
8451	8451	who has complied with subsections (a) and (d) and who is otherwise
8452	8452	entitled to appraisal rights, may commence an appraisal proceeding by
8453	8453	filing a petition in the district court demanding a determination of the
8454	8454	value of the stock of all such stockholders. Notwithstanding the provisions
8455	8455	of this subsection, at any time within 60 days after the effective date of the
8456	8456	merger or consolidation, any stockholder who has not commenced an
8457	8457	appraisal proceeding or joined that proceeding as a named party shall have
8458	8458	the right to withdraw such stockholder's demand for appraisal and to
8459	8459	accept the terms offered upon the merger or consolidation. Within 120
8460	8460	days after the effective date of the merger or consolidation, any
8461	8461	stockholder who has complied with the requirements of subsections (a)
8462	8462	and (d), upon request given in writing, or by electronic transmission
8463	8463	directed to an information processing system, if any, expressly designated
8464	8464	for that purpose in the notice of appraisal, shall be entitled to receive from
8465	8465	the corporation surviving the merger or resulting from the consolidation a
8466	8466	statement setting forth the aggregate number of shares not voted in favor
8467	8467	of the merger or consolidation, or in the case of a merger approved
8468	8468	pursuant to K.S.A. 17-6701(h), and amendments thereto, the aggregate
8469	8469	number of shares, other than any excluded stock, as defined in K.S.A. 17-
8470	8470	6701(h)(2), and amendments thereto, that were the subject of, and were
8471	8471	not tendered into, and accepted for purchase or exchange in, the offer
8472	8472	referred to in K.S.A. 17-6701(h)(1)(B), and amendments thereto, and, in
8473	8473	either case, with respect to which demands for appraisal have been
8474	8474	received and the aggregate number of holders of such shares. Such
8475	8475	statement shall be given to the stockholder within 10 days after such
8476	8476	stockholder's request for such a statement is received by the surviving or
8477	8477	resulting corporation or within 10 days after expiration of the period for
8478	8478	delivery of demands for appraisal under subsection (d), whichever is later.
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8521	8521	43 HB 2455 100
8522	8522	Notwithstanding subsection (a), a person who is the beneficial owner of
8523	8523	shares of such stock held either in a voting trust or by a nominee on behalf
8524	8524	of such person may, in such person's own name, file a petition or request
8525	8525	from the corporation the statement described in this subsection.
8526	8526	(f) Upon the filing of any such petition by a stockholder, service of a
8527	8527	copy thereof shall be made upon the surviving or resulting corporation,
8528	8528	which shall within 20 days after such service file in the office of the clerk
8529	8529	of the court where the petition was filed a duly verified list containing the
8530	8530	names and postal addresses of all stockholders who have demanded
8531	8531	payment for their shares and with whom agreements as to the value of
8532	8532	their shares have not been reached by the surviving or resulting
8533	8533	corporation. If the petition shall be filed by the surviving or resulting
8534	8534	corporation, the petition shall be accompanied by such a duly verified list.
8535	8535	The clerk of the court, if so ordered by the court, shall give notice of the
8536	8536	time and place fixed for the hearing of such petition by registered or
8537	8537	certified mail to the surviving or resulting corporation and to the
8538	8538	stockholders shown on the list at the addresses stated in the list. Such
8539	8539	notice shall also be given by one or more publications at least one week
8540	8540	before the day of the hearing, in a newspaper of general circulation
8541	8541	published in the county where the court is located or such publication as
8542	8542	the court deems advisable. The forms of the notices by mail and by
8543	8543	publication shall be approved by the court, and the costs thereof shall be
8544	8544	borne by the surviving or resulting corporation.
8545	8545	(g) (1) At the hearing on such petition, the court shall determine the
8546	8546	stockholders who have complied with this section and who have become
8547	8547	entitled to appraisal rights. The court may require the stockholders who
8548	8548	have demanded an appraisal for their shares and who hold stock
8549	8549	represented by certificates to submit their certificates of stock to the clerk
8550	8550	of the court for notation thereon of the pendency of the appraisal
8551	8551	proceedings; and if any stockholder fails to comply with such direction,
8552	8552	the court may dismiss the proceedings as to such stockholder.
8553	8553	(2) This paragraph shall apply only with respect to transactions
8554	8554	consummated pursuant to agreements entered into, resolutions of the board
8555	8555	of directors adopted and authorizations provided, in each case as
8556	8556	applicable, on or after July 1, 2023. If immediately before the merger or
8557	8557	consolidation the shares of the class or series of stock of the constituent
8558	8558	corporation as to which appraisal rights are available were listed on a
8559	8559	national securities exchange, the court shall dismiss the proceedings as to
8560	8560	all holders of such shares who are otherwise entitled to appraisal rights
8561	8561	unless:
8562	8562	(A) The total number of shares entitled to appraisal exceeds 1% of the
8563	8563	outstanding shares of the class or series eligible for appraisal;
8564	8564	(B) the value of the consideration provided in the merger or
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8607	8607	43 HB 2455 101
8608	8608	consolidation for such total number of shares exceeds $1,000,000; or
8609	8609	(C) the merger was approved pursuant to K.S.A. 17-6703, and
8610	8610	amendments thereto.
8611	8611	(h) (1) After the court determines the stockholders entitled to an
8612	8612	appraisal, the appraisal proceeding shall be conducted in accordance with
8613	8613	the rules of the district court, including any rules specifically governing
8614	8614	appraisal proceedings. Through such proceeding the court shall determine
8615	8615	the fair value of the shares exclusive of any element of value arising from
8616	8616	the accomplishment or expectation of the merger or consolidation, together
8617	8617	with interest, if any, to be paid upon the amount determined to be the fair
8618	8618	value. In determining such fair value, the court shall take into account all
8619	8619	relevant factors. Unless the court in its discretion determines otherwise for
8620	8620	good cause shown, and except as provided in this subsection, interest from
8621	8621	the effective date of the merger through the date of payment of the
8622	8622	judgment shall be compounded quarterly and shall accrue at 5% over the
8623	8623	federal reserve discount rate, including any surcharge, as established from
8624	8624	time to time during the period between the effective date of the merger and
8625	8625	the date of payment of the judgment.
8626	8626	(2) This paragraph shall apply only with respect to transactions
8627	8627	consummated pursuant to agreements entered into, resolutions of the board
8628	8628	of directors adopted and authorizations provided, in each case as
8629	8629	applicable, on or after July 1, 2023. At any time before the entry of
8630	8630	judgment in the proceedings, the surviving corporation may pay to each
8631	8631	stockholder entitled to appraisal an amount in cash, in which case interest
8632	8632	shall accrue thereafter as provided in this paragraph only upon the sum of:
8633	8633	(A) The difference, if any, between the amount so paid and the fair market
8634	8634	value of the shares as determined by the court; and (B) interest previously
8635	8635	accrued unless paid at that time. Upon application by the surviving or
8636	8636	resulting corporation or by any stockholder entitled to participate in the
8637	8637	appraisal proceeding, the court may, in its discretion, proceed to trial upon
8638	8638	the appraisal prior to the final determination of the stockholders entitled to
8639	8639	an appraisal. Any stockholder whose name appears on the list filed by the
8640	8640	surviving or resulting corporation pursuant to subsection (f) and who has
8641	8641	submitted such stockholder's certificates of stock to the clerk of the court,
8642	8642	if such is required, may participate fully in all proceedings until it is finally
8643	8643	determined that such stockholder is not entitled to appraisal rights under
8644	8644	this section.
8645	8645	(i) The court shall direct the payment of the fair value of the shares,
8646	8646	together with interest, if any, by the surviving or resulting corporation to
8647	8647	the stockholders entitled thereto. Payment shall be so made to each such
8648	8648	stockholder, in the case of holders of uncertificated stock immediately, and
8649	8649	the case of holders of shares represented by certificates upon the surrender
8650	8650	to the corporation of the certificates representing such stock. The court's
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8693	8693	43 HB 2455 102
8694	8694	decree may be enforced as other decrees in the district court may be
8695	8695	enforced, whether such surviving or resulting corporation be a domestic
8696	8696	corporation or of any state.
8697	8697	(j) The costs of the proceeding may be determined by the court and
8698	8698	taxed upon the parties as the court deems equitable in the circumstances.
8699	8699	Upon application of a stockholder, the court may order all or a portion of
8700	8700	the expenses incurred by any stockholder in connection with the appraisal
8701	8701	proceeding, including, without limitation, reasonable attorney fees and the
8702	8702	fees and expenses of experts, to be charged pro rata against the value of all
8703	8703	the shares entitled to an appraisal.
8704	8704	(k) From and after the effective date of the merger or consolidation,
8705	8705	no stockholder who has demanded appraisal rights as provided in
8706	8706	subsection (d) shall be entitled to vote such stock for any purpose or to
8707	8707	receive payment of dividends or other distributions on the stock, except
8708	8708	dividends or other distributions payable to stockholders of record at a date
8709	8709	that is prior to the effective date of the merger or consolidation, except that
8710	8710	if no petition for an appraisal shall be filed within the time provided in
8711	8711	subsection (e), or if such stockholder shall deliver to the surviving or
8712	8712	resulting corporation a written withdrawal of such stockholder's demand
8713	8713	for an appraisal and an acceptance of the merger or consolidation, either
8714	8714	within 60 days after the effective date of the merger or consolidation as
8715	8715	provided in subsection (e) or thereafter with the written approval of the
8716	8716	corporation, then the right of such stockholder to an appraisal shall cease.
8717	8717	Notwithstanding the provisions of this subsection, no appraisal proceeding
8718	8718	in the district court shall be dismissed as to any stockholder without the
8719	8719	approval of the court, and such approval may be conditioned upon such
8720	8720	terms as the court deems just, except that this provision shall not affect the
8721	8721	right of any stockholder who has not commenced an appraisal proceeding
8722	8722	or joined that proceeding as a named party to withdraw such stockholder's
8723	8723	demand for appraisal and to accept the terms offered upon the merger or
8724	8724	consolidation within 60 days after the effective date of the merger or
8725	8725	consolidation, as set forth in subsection (e).
8726	8726	(l) The shares of the surviving or resulting corporation to which the
8727	8727	shares of such objecting stockholders would have been converted had they
8728	8728	assented to the merger or consolidation shall have the status of authorized
8729	8729	and unissued shares of the surviving or resulting corporation.
8730	8730	Sec. 38. K.S.A. 2022 Supp. 17-6804 is hereby amended to read as
8731	8731	follows: 17-6804. (a) If it should be deemed advisable in the judgment of
8732	8732	the board of directors of any corporation that it should be dissolved, the
8733	8733	board, after the adoption of a resolution to that effect by a majority of the
8734	8734	whole board at any meeting called for that purpose, shall cause notice of
8735	8735	the adoption of the resolution and of a meeting of stockholders to take
8736	8736	action upon the resolution to be mailed given to each stockholder entitled
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8779	8779	43 HB 2455 103
8780	8780	to vote thereon as of the record date for determining the stockholders
8781	8781	entitled to notice of the meeting.
8782	8782	(b) At the meeting a vote shall be taken upon the proposed
8783	8783	dissolution. If a majority of the outstanding stock of the corporation
8784	8784	entitled to vote thereon shall vote for the proposed dissolution, a certificate
8785	8785	of dissolution shall be filed with the secretary of state pursuant to
8786	8786	subsection (d).
8787	8787	(c) Dissolution of a corporation may also be authorized without
8788	8788	action of the directors if all the stockholders entitled to vote thereon shall
8789	8789	consent in writing and a certificate of dissolution shall be filed with the
8790	8790	secretary of state pursuant to subsection (d).
8791	8791	(d) If dissolution is authorized in accordance with this section, a
8792	8792	certificate of dissolution shall be executed and filed, and shall become
8793	8793	effective, in accordance with K.S.A. 2022 Supp. 17-7908 through 17-7911,
8794	8794	and amendments thereto. Such certificate of dissolution shall set forth:
8795	8795	(1) The name of the corporation;
8796	8796	(2) the date dissolution was authorized;
8797	8797	(3) that the dissolution has been authorized by the board of directors
8798	8798	and stockholders of the corporation, in accordance with subsections (a)
8799	8799	and (b), or that the dissolution has been authorized by all of the
8800	8800	stockholders of the corporation entitled to vote on a dissolution, in
8801	8801	accordance with subsection (c); and
8802	8802	(4) the names and postal addresses of the directors and officers of the
8803	8803	corporation.
8804	8804	(e) The resolution authorizing a proposed dissolution may provide
8805	8805	that notwithstanding authorization or consent to the proposed dissolution
8806	8806	by the stockholders, or the members of a nonstock corporation pursuant to
8807	8807	K.S.A. 17-6805, and amendments thereto, the board of directors or
8808	8808	governing body may abandon such proposed dissolution without further
8809	8809	action by the stockholders or members.
8810	8810	(f) Upon a certificate of dissolution becoming effective in accordance
8811	8811	with K.S.A. 2022 Supp. 17-7911, and amendments thereto, the corporation
8812	8812	shall be dissolved.
8813	8813	(g) (1) If the stockholders of a corporation having only two
8814	8814	stockholders, each of which owns 50% of the stock therein, are unable to
8815	8815	agree upon the desirability of dissolving the corporation and disposing of
8816	8816	the corporate assets, either stockholder may file with the district court a
8817	8817	petition stating that it such stockholder desires to dissolve the corporation
8818	8818	and to dispose of the assets thereof in accordance with a plan to be agreed
8819	8819	upon by both stockholders. Such petition shall have attached thereto a
8820	8820	copy of the proposed plan of dissolution and distribution and a certificate
8821	8821	stating that copies of such petition and plan have been transmitted in
8822	8822	writing to the other stockholder and to the directors and officers of such
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8865	8865	43 HB 2455 104
8866	8866	corporation.
8867	8867	(2) Unless both stockholders file with the district court: (1), within
8868	8868	three months of the date of the filing of such petition, a certificate stating
8869	8869	that they have agreed on such plan, or a modification thereof;, and (2)
8870	8870	within one year from the date of the filing of such petition, a certificate
8871	8871	stating that the distribution provided by such plan has been completed, the
8872	8872	court may either:
8873	8873	(A) Dissolve such corporation and, by appointment of one or more
8874	8874	receivers with all the powers and title of a receiver appointed under K.S.A.
8875	8875	17-6808, and amendments thereto, may administer and wind up its affairs;
8876	8876	(B) order the redemption of the stock of one of the stockholders on
8877	8877	such terms as are just and equitable; or
8878	8878	(C) decline to grant any relief. Either or both of the above periods of
8879	8879	time may be extended by agreement of the stockholders, evidenced by a
8880	8880	certificate filed with the court prior to the expiration of such period.
8881	8881	Sec. 39. K.S.A. 2022 Supp. 17-6812 is hereby amended to read as
8882	8882	follows: 17-6812. (a) Upon motion by the attorney general, the district
8883	8883	court shall have jurisdiction to revoke or forfeit the articles of
8884	8884	incorporation of any corporation for abuse, misuse or nonuse of its
8885	8885	corporate powers, privileges or franchises. The attorney general shall,
8886	8886	upon the attorney general's own motion or upon the relation of a proper
8887	8887	party, proceed for this purpose by petition in the district court of the county
8888	8888	in which where the registered office of the corporation is located.
8889	8889	(b) The district court shall have power, by appointment of trustees,
8890	8890	receivers or otherwise, to administer and wind up the affairs of any
8891	8891	corporation whose articles of incorporation shall be revoked or forfeited
8892	8892	by any court under any this section of this code or otherwise, and to make
8893	8893	such orders and decrees with respect thereto as shall be just and equitable
8894	8894	respecting its affairs and assets and the rights of its stockholders and
8895	8895	creditors.
8896	8896	(c) No proceeding shall be instituted under this section for nonuse of
8897	8897	any corporation's powers, privileges or franchises during the first two
8898	8898	years after its incorporation.
8899	8899	Sec. 40. K.S.A. 2022 Supp. 17-7001 is hereby amended to read as
8900	8900	follows: 17-7001. (a) At any time prior to the expiration of three years
8901	8901	following the dissolution of a corporation pursuant to K.S.A. 17-6804, and
8902	8902	amendments thereto, or such longer period as the district court may have
8903	8903	directed pursuant to K.S.A. 17-6807, and amendments thereto, or, at any
8904	8904	time prior to the expiration of three years following the expiration of the
8905	8905	time limited for the corporation's existence as provided in its articles of
8906	8906	incorporation or such longer period as the court may have directed
8907	8907	pursuant to K.S.A. 17-6807, and amendments thereto, a corporation may
8908	8908	revoke the dissolution theretofore effected by it or restore its articles of
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8951	8951	43 HB 2455 105
8952	8952	incorporation after it has expired of its own limitation in the following
8953	8953	manner:
8954	8954	(1) For purposes of this section, the term "stockholders" shall mean
8955	8955	means the stockholders of record on the date the dissolution became
8956	8956	effective or the date of expiration by limitation.
8957	8957	(2) The board of directors shall adopt a resolution recommending that
8958	8958	the dissolution be revoked in the case of a dissolution or that the articles
8959	8959	of incorporation be restored in the case of an expiration by limitation and
8960	8960	directing that the question of the revocation or restoration be submitted to
8961	8961	a vote at a special meeting of stockholders.
8962	8962	(3) Notice of the special meeting of stockholders shall be given in
8963	8963	accordance with K.S.A. 17-6512, and amendments thereto, to each of the
8964	8964	stockholders.
8965	8965	(4) At the meeting, a vote of the stockholders shall be taken on a
8966	8966	resolution to revoke the dissolution in the case of a dissolution or to
8967	8967	restore the articles of incorporation in the case of an expiration by
8968	8968	limitation. If a majority of the stock of the corporation which that was
8969	8969	outstanding and entitled to vote upon a dissolution at the time of its
8970	8970	dissolution, in the case of a revocation of dissolution, or that was
8971	8971	outstanding and entitled to vote upon an amendment to the articles of
8972	8972	incorporation to change the period of the corporation's duration at the
8973	8973	time of its expiration by limitation, in the case of restoration, shall be
8974	8974	voted for the resolution, a certificate of revocation of dissolution or a
8975	8975	certificate of restoration shall be executed in accordance with K.S.A. 2022
8976	8976	Supp. 17-7908 through 17-7910, and amendments thereto, which and filed
8977	8977	in accordance with K.S.A 2022 Supp. 17-7910, and amendments thereto.
8978	8978	Such certificate shall be specifically designated as a certificate of
8979	8979	revocation of dissolution or a certificate of restoration in its heading and
8980	8980	shall state:
8981	8981	(A) The name of the corporation;
8982	8982	(B) the postal address of the corporation's registered office in this
8983	8983	state, which shall be stated in accordance with K.S.A. 2022 Supp. 17-
8984	8984	7924(c), and amendments thereto, and the name of its resident agreement
8985	8985	agent at such address;
8986	8986	(C) the names and respective postal addresses of its officers;
8987	8987	(D) the names and respective postal addresses of its directors; and
8988	8988	(E) that a majority of the stock of the corporation which that was
8989	8989	outstanding and entitled to vote upon a dissolution at the time of its
8990	8990	dissolution have voted in favor of a resolution to revoke the dissolution, in
8991	8991	the case of a revocation of dissolution, or that a majority of the stock of
8992	8992	the corporation that was outstanding and entitled to vote upon an
8993	8993	amendment to the articles of incorporation to change the period of the
8994	8994	corporation's duration at the time of its expiration by limitation, in the
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9037	9037	43 HB 2455 106
9038	9038	case of a restoration, have voted in favor of a resolution to restore the
9039	9039	articles of incorporation; or that, if applicable, in lieu of a meeting and
9040	9040	vote of stockholders, the stockholders have given their written consent to
9041	9041	the revocation or restoration in accordance with K.S.A. 17-6518, and
9042	9042	amendments thereto; and
9043	9043	(F) in the case of a restoration, the new specified date limiting the
9044	9044	duration of the corporation's existence or that the corporation shall have
9045	9045	perpetual existence.
9046	9046	(b) Upon the effective time of filing in the office of the secretary of
9047	9047	state of the certificate of revocation of dissolution or the certificate of
9048	9048	restoration, the revocation of the dissolution or the restoration of the
9049	9049	corporation shall become effective and the corporation may again carry on
9050	9050	its business.
9051	9051	(c) Upon the filing of the certificate with the secretary of state to
9052	9052	which effectiveness of the revocation of the dissolution or the restoration
9053	9053	of the corporation as provided in subsection (b) refers, the provisions of
9054	9054	K.S.A. 17-6501(c), and amendments thereto, shall govern, and the period
9055	9055	of time the corporation was in dissolution or was expired by limitation
9056	9056	shall be included within the calculation of the 30-day and 13-month
9057	9057	periods to which K.S.A. 17-6501(c), and amendments thereto, refers. An
9058	9058	election of directors, however, may be held at the special meeting of
9059	9059	stockholders to which subsection (a) refers, and in that event, that meeting
9060	9060	of stockholders shall be deemed an annual meeting of stockholders for
9061	9061	purposes of K.S.A. 17-6501(c), and amendments thereto.
9062	9062	(d) If, after the dissolution became effective or after the expiration by
9063	9063	limitation, any other entity identified in K.S.A. 2022 Supp. 17-7918, and
9064	9064	amendments thereto, shall have adopted the same name as the corporation,
9065	9065	or shall have adopted a name so nearly similar thereto as not to distinguish
9066	9066	it from the corporation, or any foreign covered entity shall have qualified
9067	9067	to do business in this state under the same name as the corporation or
9068	9068	under a name so nearly similar thereto as not to distinguish it from the
9069	9069	corporation, then, in such case, the corporation shall not be reinstated
9070	9070	under the same name which that it bore when its dissolution became
9071	9071	effective or it expired by limitation, but shall adopt and be reinstated or
9072	9072	restored under some other name, and in such case the certificate to be filed
9073	9073	under this section shall set forth the name borne by the corporation at the
9074	9074	time its dissolution became effective or it expired by limitation and the
9075	9075	new name under which the corporation is to be reinstated.
9076	9076	(e) Nothing in this section shall be construed to affect the jurisdiction
9077	9077	or power of the district court under K.S.A. 17-6808 and 17-6809, and
9078	9078	amendments thereto.
9079	9079	(f) At any time prior to the expiration of three years following the
9080	9080	dissolution of a nonstock corporation pursuant to K.S.A. 17-6805, and
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9122	9122	42
9123	9123	43 HB 2455 107
9124	9124	amendments thereto, or such longer period as the district court may have
9125	9125	directed pursuant to K.S.A. 17-6807, and amendments thereto, or, at any
9126	9126	time prior to the expiration of three years following the expiration of the
9127	9127	time limited for a nonstock corporation's existence as provided in its
9128	9128	articles of incorporation or such longer period as the district court may
9129	9129	have directed pursuant to K.S.A. 17-6807, and amendments thereto, a
9130	9130	nonstock corporation may revoke the dissolution effected by it or restore
9131	9131	its articles of incorporation after it has expired by limitation in a manner
9132	9132	analogous to that by which the dissolution was authorized or, in the case of
9133	9133	a restoration, in the manner in which an amendment to the articles of
9134	9134	incorporation to change the period of the corporation's duration would
9135	9135	have been authorized at the time of its expiration by limitation, including:
9136	9136	(1) If applicable, a vote of the members entitled to vote, if any, on the
9137	9137	dissolution or the amendment; and (2) the filing of a certificate of
9138	9138	revocation of dissolution or a certificate of restoration containing
9139	9139	information comparable to that required by subsection (a)(4).
9140	9140	Notwithstanding the foregoing provisions of this subsection, only
9141	9141	subsections (b), (d) and (e) shall apply to nonstock corporations.
9142	9142	Sec. 41. K.S.A. 2022 Supp. 17-7002 is hereby amended to read as
9143	9143	follows: 17-7002. (a) As used in this section, the term:
9144	9144	(1) "Articles of incorporation" includes the articles of incorporation
9145	9145	of a corporation organized under any special act or any law of this state;
9146	9146	and
9147	9147	(2) "authority to engage in business" includes the registration of any
9148	9148	foreign corporation under K.S.A. 2022 Supp. 17-7931, and amendments
9149	9149	thereto.
9150	9150	(b) Except as provided further, any corporation may, at any time
9151	9151	before the expiration of the time limited for its existence and any
9152	9152	corporation whose articles of incorporation or authority to engage in
9153	9153	business has become forfeited or void pursuant to this code and any
9154	9154	corporation whose articles of incorporation or authority to engage in
9155	9155	business has expired by reason of failure to renew it or whose articles of
9156	9156	incorporation or authority to engage in business has been renewed revived,
9157	9157	but, through failure to comply strictly with the provisions of this code, the
9158	9158	validity of whose renewal revival has been brought into question, at any
9159	9159	time procure an extension, renewal or reinstatement a revival of its articles
9160	9160	of incorporation, if a domestic corporation, or its authority to engage in
9161	9161	business, if a foreign corporation, together with all the rights, franchises,
9162	9162	privileges and immunities and subject to all of its duties, debts and
9163	9163	liabilities that had been secured or imposed by its original articles of
9164	9164	incorporation, and all amendments thereto, or by its authority to engage in
9165	9165	business, as the case may be, by complying with the requirements of this
9166	9166	section. This section shall not be applicable to a corporation whose
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9207	9207	41
9208	9208	42
9209	9209	43 HB 2455 108
9210	9210	articles of incorporation have been revoked or forfeited pursuant to K.S.A.
9211	9211	17-6812, and amendments thereto.
9212	9212	(c) The extension, renewal or reinstatement revival of the articles of
9213	9213	incorporation or authority to engage in business may be procured as
9214	9214	authorized by the board of directors or members of the governing body of
9215	9215	the corporation in accordance with subsection (h) and by executing and
9216	9216	filing a certificate of revival in accordance with K.S.A. 2022 Supp. 17-
9217	9217	7908 through 17-7910, and amendments thereto.
9218	9218	(d) The certificate required by subsection (c) shall state:
9219	9219	(1) The name date of filing of the corporation, which shall be the
9220	9220	existing corporation's original articles of incorporation, the name under
9221	9221	which the corporation was originally incorporated, the name of the
9222	9222	corporation or at the name it bore when time its articles of incorporation or
9223	9223	authority to engage in business expired, except as provided in became
9224	9224	forfeited or void pursuant to this code and the new name under which the
9225	9225	corporation is to be revived to the extent required by subsection (f);
9226	9226	(2) the postal address of the corporation's registered office in this
9227	9227	state, which shall be stated in accordance with K.S.A. 2022 Supp. 17-
9228	9228	7924(c), and amendments thereto, and the name of its resident agent at
9229	9229	such address;
9230	9230	(3) whether or not the renewal, or reinstatement is to be perpetual
9231	9231	and, if not perpetual, the time for which the renewal or reinstatement is to
9232	9232	continue and, in case of renewal before the expiration of the time limited
9233	9233	for its existence, the date when the renewal is to commence, which shall be
9234	9234	prior to the date of the expiration of the old articles of incorporation or
9235	9235	authority to engage in business which it is desired to renew;
9236	9236	(4) that the corporation desiring to be renewed or reinstated revived
9237	9237	and so renewing or reinstating reviving its corporate existence was duly
9238	9238	organized under the laws of the state of its original incorporation;
9239	9239	(5)(4) the date when the articles of incorporation or the authority to
9240	9240	engage in business would expire, if such is the case, or such other facts as
9241	9241	may show that the articles of incorporation or the authority to engage in
9242	9242	business has become became forfeited or void pursuant to this code, or that
9243	9243	the validity of any renewal revival has been brought into question; and
9244	9244	(6)(5) that the certificate for reinstatement of revival is filed by
9245	9245	authority of those who were directors or members of the governing body
9246	9246	of the corporation at the time its articles of incorporation or the authority
9247	9247	to engage in business expired, or who were elected the board of directors
9248	9248	or members of the governing body of the corporation as provided in
9249	9249	accordance with subsection (h).
9250	9250	(e) Upon the filing of the certificate in accordance with K.S.A. 2022
9251	9251	Supp. 17-7908 through 17-7910, and amendments thereto, the corporation
9252	9252	shall be renewed or reinstated revived with the same force and effect as if
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9294	9294	42
9295	9295	43 HB 2455 109
9296	9296	its articles of incorporation or authority to engage in business had not been
9297	9297	forfeited or void pursuant to this code or had not expired by limitation.
9298	9298	Such reinstatement revival shall validate all contracts, acts, matters and
9299	9299	things made, done and performed within the scope of its articles of
9300	9300	incorporation or authority to engage in business by the corporation, its
9301	9301	directors or members of its governing body, officers and, agents and
9302	9302	stockholders or members during the time when its articles of incorporation
9303	9303	or authority to engage in business was forfeited or void pursuant to this
9304	9304	code, or after their expiration by limitation, with the same force and effect
9305	9305	and to all intents and purposes as if the articles of incorporation had at all
9306	9306	times remained in full force and effect. All real and personal property,
9307	9307	rights and credits, which that belonged to the corporation at the time its
9308	9308	articles of incorporation or authority to engage in business became
9309	9309	forfeited or void pursuant to this code, or expired by limitation and which
9310	9310	that were not disposed of prior to the time of its renewal or reinstatement
9311	9311	shall be vested in the corporation after its renewal or reinstatement, as
9312	9312	fully and amply as they were held by the corporation at and before the
9313	9313	time its articles of incorporation or authority to engage in business became
9314	9314	forfeited or void pursuant to this code, or expired by limitation, revival and
9315	9315	all real and personal property, rights and credits acquired by the
9316	9316	corporation after its renewal or reinstatement articles of incorporation
9317	9317	became forfeited or void pursuant to this code shall be vested in the
9318	9318	corporation, after its revival, as if its articles of incorporation had at all
9319	9319	times remained in full force and effect. The corporation after its revival
9320	9320	shall be as exclusively liable for all contracts, acts, matters and things
9321	9321	made, done or performed in its name and on its behalf by its directors or
9322	9322	members of its governing body, officers and, agents and stockholders or
9323	9323	members prior to its reinstatement revival, as if its articles of incorporation
9324	9324	or authority to engage in business had at all times remained in full force
9325	9325	and effect.
9326	9326	(f) If, since the articles of incorporation became forfeited or void
9327	9327	pursuant to this code, or expired by limitation, any other corporation
9328	9328	organized under the laws of this state shall have adopted the same name as
9329	9329	the corporation sought to be renewed or reinstated revived or shall have
9330	9330	adopted a name so nearly similar thereto as not to distinguish it from the
9331	9331	corporation to be renewed or reinstated revived, or any foreign corporation
9332	9332	registered in accordance with K.S.A. 2022 Supp. 17-7931, and
9333	9333	amendments thereto, shall have adopted the same name as the corporation
9334	9334	sought to be renewed or reinstated revived, or shall have adopted a name
9335	9335	so nearly similar thereto as not to distinguish it from the corporation to be
9336	9336	renewed or reinstated revived, then in such case the corporation to be
9337	9337	renewed or reinstated revived shall not be renewed revived under the same
9338	9338	name which that it bore when its articles of incorporation became forfeited
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9381	9381	43 HB 2455 110
9382	9382	or void pursuant to this code or expired, but shall adopt or be renewed be
9383	9383	revived under some other name; and in such case as set forth in the
9384	9384	certificate to be filed under the provisions of this section shall set forth the
9385	9385	name borne by the corporation at the time its articles of incorporation
9386	9386	became forfeited or void pursuant to this code, or expired and the new
9387	9387	name under which the corporation is to be renewed or reinstated pursuant
9388	9388	to subsection (c).
9389	9389	(g) Any corporation that renews or reinstates revives its articles of
9390	9390	incorporation or authority to engage in business under this code shall file
9391	9391	all past due business entity information reports for the immediately
9392	9392	preceding 10 years and pay to the secretary of state an amount equal to all
9393	9393	fees and any penalties thereon due. Nonprofit corporations shall file only
9394	9394	the business entity information reports for the most recent reporting period
9395	9395	and pay to the secretary of state an amount equal to all fees due.
9396	9396	(h) If a sufficient number of the last acting officers of any corporation
9397	9397	desiring to renew or reinstate its articles of incorporation are not available
9398	9398	by reason of death, unknown address or refusal or neglect to act, the
9399	9399	directors of the corporation or those remaining on the board, even if only
9400	9400	one, may elect successors to such officersFor purposes of this section the
9401	9401	board of directors or governing body of the corporation shall be
9402	9402	comprised of the persons, who, but for the articles of incorporation having
9403	9403	become forfeited or void pursuant to this code, would be the duly elected
9404	9404	or appointed directors or members of the governing body of the
9405	9405	corporation. The requirement for authorization by the board of directors
9406	9406	under subsection (c) shall be satisfied if a majority of the directors or
9407	9407	members of the governing body then in office, even though less than a
9408	9408	quorum, or the sole director or member of the governing body then in
9409	9409	office, authorizes the revival of the articles of incorporation of the
9410	9410	corporation and the filing of the certificate required by subsection (c). In
9411	9411	any case where there shall be no directors of the corporation available for
9412	9412	the purposes aforesaid described in this subsection, the stockholders may
9413	9413	elect a full board of directors, as provided by the bylaws of the
9414	9414	corporation, and the board shall then elect such officers as are provided by
9415	9415	law, by so elected may then authorize the revival of the articles of
9416	9416	incorporation or by the bylaws to carry on the business and affairs of the
9417	9417	corporation and the filing of the certificate required by subsection (c). A
9418	9418	special meeting of the stockholders for the purposes purpose of electing
9419	9419	directors may be called by any officer, director or stockholder upon notice
9420	9420	given in accordance with K.S.A. 17-6512, and amendments thereto. For
9421	9421	purposes of this section, the bylaws shall be the bylaws of the corporation
9422	9422	that, but for the articles of incorporation having become forfeited or void
9423	9423	pursuant to this code, would be the duly adopted bylaws of the
9424	9424	corporation.
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9468	9468	(i) After a reinstatement revival of the articles of incorporation of the
9469	9469	corporation shall have been effected, the provisions of K.S.A. 17-6501(c),
9470	9470	and amendments thereto, shall govern and the period of time during which
9471	9471	the articles of incorporation of the corporation was forfeited or void
9472	9472	pursuant to this code, or after its expiration by limitation, shall be included
9473	9473	within the calculation of the 30-day and 13-month periods to which K.S.A.
9474	9474	17-6501(c), and amendments thereto, refers. A special meeting of
9475	9475	stockholders held in accordance with subsection (h) shall be deemed an
9476	9476	annual meeting of the stockholders for purposes of K.S.A. 17-6501(c), and
9477	9477	amendments thereto.
9478	9478	(j) Whenever it shall be desired to renew or reinstate revive the
9479	9479	articles of incorporation or authority to engage in business of any nonstock
9480	9480	corporation, the governing body shall perform all the acts necessary for the
9481	9481	renewal or reinstatement revival of the articles of incorporation of the
9482	9482	corporation or its authority to engage in business which that are performed
9483	9483	by the board of directors in the case of a corporation having capital stock,
9484	9484	and the members of any nonstock corporation who are entitled to vote for
9485	9485	the election of members of its governing body and any other members
9486	9486	entitled to vote for dissolution under the articles of incorporation or bylaws
9487	9487	of such corporation, shall perform all the acts necessary for the renewal or
9488	9488	reinstatement revival of the articles of incorporation of the corporation or
9489	9489	its authority to engage in business which that are performed by the
9490	9490	stockholders in the case of a corporation having capital stock. In all other
9491	9491	respects, the procedure for the renewal or reinstatement revival of the
9492	9492	articles of incorporation or authority to engage in business of a nonstock
9493	9493	corporation shall conform, as nearly as may be applicable, to the procedure
9494	9494	prescribed in this section for the renewal or revival of the articles of
9495	9495	incorporation of a corporation having capital stock, except that subsection
9496	9496	(i) shall not apply to nonstock corporations.
9497	9497	Sec. 42. K.S.A. 2022 Supp. 17-7003 is hereby amended to read as
9498	9498	follows: 17-7003. Any corporation desiring to renew, restore, revive,
9499	9499	extend and continue its corporate existence, shall, upon complying with
9500	9500	the provisions of K.S.A. 17-7002 article 70 of chapter 17 of the Kansas
9501	9501	Statutes Annotated, and amendments thereto, continue for the time stated
9502	9502	as provided in its certificate of renewal effecting such action, as a
9503	9503	corporation and shall, in addition to the rights, privileges and immunities
9504	9504	conferred by its articles of incorporation, possess and enjoy all the benefits
9505	9505	of this code, which that are applicable to the nature of its business, and
9506	9506	shall be subject to the restrictions and liabilities by this code imposed on
9507	9507	such corporations.
9508	9508	Sec. 43. K.S.A. 2022 Supp. 17-72a04 is hereby amended to read as
9509	9509	follows: 17-72a04. Any stock certificate issued by a public benefit
9510	9510	corporation shall note conspicuously that the corporation is a public
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9554	9554	benefit corporation formed pursuant to K.S.A. 2022 Supp. 17-72a01
9555	9555	through 17-72a09, and amendments thereto. Any notice sent given by a
9556	9556	public benefit corporation pursuant to K.S.A. 17-6401(f), and amendments
9557	9557	thereto, shall state conspicuously that the corporation is a public benefit
9558	9558	corporation formed pursuant to K.S.A. 2022 Supp. 17-72a01 through 17-
9559	9559	72a09, and amendments thereto.
9560	9560	Sec. 44. K.S.A. 2022 Supp. 17-72a05 is hereby amended to read as
9561	9561	follows: 17-72a05. (a) The board of directors shall manage or direct the
9562	9562	business and affairs of the public benefit corporation in a manner that
9563	9563	balances the pecuniary interests of the stockholders, the best interests of
9564	9564	those materially affected by the corporation's conduct and the specific
9565	9565	public benefit or public benefits identified in its articles of incorporation.
9566	9566	(b) A director of a public benefit corporation shall not, by virtue of
9567	9567	the public benefit provisions or K.S.A. 2022 Supp. 17-72a02(a), and
9568	9568	amendments thereto, have any duty to any person on account of any
9569	9569	interest of such person in the public benefit or public benefits identified in
9570	9570	the articles of incorporation or on account of any interest materially
9571	9571	affected by the corporation's conduct and, with respect to a decision
9572	9572	implicating the balance balancing requirement in subsection (a), will be
9573	9573	deemed to satisfy such director's fiduciary duties to stockholders and the
9574	9574	corporation if such director's decision is both informed and disinterested
9575	9575	and not such that no person of ordinary, sound judgment would approve.
9576	9576	(c) The articles of incorporation of a public benefit corporation may
9577	9577	include a provision that any disinterested failure to satisfy this section shall
9578	9578	notA director's ownership of or other interest in the stock of the public
9579	9579	benefit corporation shall not alone, for the purposes of this section, create
9580	9580	a conflict of interest on the part of the director with respect to the
9581	9581	director's decision implicating the balancing requirement in subsection
9582	9582	(a), except to the extent that such ownership or interest would create a
9583	9583	conflict of interest if the corporation were not a public benefit corporation.
9584	9584	In the absence of a conflict of interest, no failure to satisfy that balancing
9585	9585	requirement shall, for the purposes of K.S.A. 17-6002(b)(8) or 17-6305,
9586	9586	and amendments thereto, constitute an act or omission not in good faith, or
9587	9587	a breach of the duty of loyalty unless the articles of incorporation so
9588	9588	provide.
9589	9589	Sec. 45. K.S.A. 2022 Supp. 17-72a07 is hereby amended to read as
9590	9590	follows: 17-72a07. Stockholders of a public benefit corporation
9591	9591	owningAny action to enforce the balancing requirement of K.S.A. 17-
9592	9592	72a05(a), and amendments thereto, including any individual, derivative,
9593	9593	or any other type of action, shall not be brought unless the plaintiffs in
9594	9594	such action own individually or collectively, as of the date of instituting
9595	9595	such derivative suit the action is instituted, at least 2% of the corporation's
9596	9596	outstanding shares or, in the case of a corporation with shares listed on a
9597	9597	1
9598	9598	2
9599	9599	3
9600	9600	4
9601	9601	5
9602	9602	6
9603	9603	7
9604	9604	8
9605	9605	9
9606	9606	10
9607	9607	11
9608	9608	12
9609	9609	13
9610	9610	14
9611	9611	15
9612	9612	16
9613	9613	17
9614	9614	18
9615	9615	19
9616	9616	20
9617	9617	21
9618	9618	22
9619	9619	23
9620	9620	24
9621	9621	25
9622	9622	26
9623	9623	27
9624	9624	28
9625	9625	29
9626	9626	30
9627	9627	31
9628	9628	32
9629	9629	33
9630	9630	34
9631	9631	35
9632	9632	36
9633	9633	37
9634	9634	38
9635	9635	39
9636	9636	40
9637	9637	41
9638	9638	42
9639	9639	43 HB 2455 113
9640	9640	national securities exchange, the lesser of such percentage or shares of the
9641	9641	corporation with a market value of at least $2,000,000 in market value,
9642	9642	may maintain a derivative lawsuit to enforce the requirements set forth in
9643	9643	K.S.A. 2022 Supp. 17-72a05(a), and amendments thereto as of the date
9644	9644	the action is instituted. This section shall not relieve the plaintiffs from
9645	9645	complying with any other conditions applicable to filing a derivative
9646	9646	action including K.S.A. 60-223a(b)(1), and amendments thereto, and any
9647	9647	rules of the court where the action is filed.
9648	9648	Sec. 46. K.S.A. 2022 Supp. 17-7302 is hereby amended to read as
9649	9649	follows: 17-7302. (a) Whenever any foreign corporation admitted to do
9650	9650	business in this state is a party to a merger or consolidation with any other
9651	9651	foreign corporation, whether or not admitted to do business in this state,
9652	9652	such foreign corporation shall file with the secretary of state of this state,
9653	9653	within 30 days after the time the merger or consolidation becomes
9654	9654	effective, a certificate of the proper officer of the jurisdiction under the
9655	9655	laws of which the merger or consolidation was effected, attesting to such
9656	9656	merger or consolidation and, or a form prescribed by the secretary of state
9657	9657	of this state, in each case stating:
9658	9658	(1) The corporate parties thereto;
9659	9659	(2) the jurisdiction of incorporation of each corporate party;
9660	9660	(3) the time when such merger or consolidation became effective; and
9661	9661	(3)(4) that the resulting or surviving corporation is a corporation in
9662	9662	good standing in such jurisdiction.
9663	9663	(b) Whenever any foreign corporation admitted to do business in this
9664	9664	state shall amend its articles of incorporation in a manner which that
9665	9665	affects any of the information contained on such corporation's application
9666	9666	to do business in Kansas, the corporation shall file with the secretary of
9667	9667	state, within 30 days after the amendment is adopted, a certificate of the
9668	9668	proper officer of the jurisdiction in which such corporation has been
9669	9669	incorporated attesting to such amendment. In the alternative, any foreign
9670	9670	corporation may amend its original application for authority to do business
9671	9671	in Kansas by filing a certificate of amendment certifying that such
9672	9672	amendment has been duly adopted and executed in accordance with
9673	9673	K.S.A. 2022 Supp. 17-7908 through 17-7910, and amendments thereto.
9674	9674	Sec. 47. K.S.A. 2022 Supp. 17-7503 is hereby amended to read as
9675	9675	follows: 17-7503.(a) Every domestic corporation organized for profit shall
9676	9676	make a written business entity information report to the secretary of state,
9677	9677	stating the prescribed information concerning the corporation at the close
9678	9678	of business on the last day of its tax period next preceding the date of
9679	9679	filing, but if a corporation's tax period is other than the calendar year, it
9680	9680	shall give notice thereof to the secretary of state prior to December 31 of
9681	9681	the year it commences such tax period.
9682	9682	(b) The report shall be made on forms prescribed by the secretary of
9683	9683	1
9684	9684	2
9685	9685	3
9686	9686	4
9687	9687	5
9688	9688	6
9689	9689	7
9690	9690	8
9691	9691	9
9692	9692	10
9693	9693	11
9694	9694	12
9695	9695	13
9696	9696	14
9697	9697	15
9698	9698	16
9699	9699	17
9700	9700	18
9701	9701	19
9702	9702	20
9703	9703	21
9704	9704	22
9705	9705	23
9706	9706	24
9707	9707	25
9708	9708	26
9709	9709	27
9710	9710	28
9711	9711	29
9712	9712	30
9713	9713	31
9714	9714	32
9715	9715	33
9716	9716	34
9717	9717	35
9718	9718	36
9719	9719	37
9720	9720	38
9721	9721	39
9722	9722	40
9723	9723	41
9724	9724	42
9725	9725	43 HB 2455 114
9726	9726	state and shall be filed biennially, as determined by the year that the
9727	9727	domestic corporation filed its formation documents. A domestic
9728	9728	corporation that filed formation documents in an even-numbered year shall
9729	9729	file a report in each even-numbered year. A domestic corporation that filed
9730	9730	formation documents in an odd-numbered year shall file a report in each
9731	9731	odd-numbered year. The report shall be filed after the close of the
9732	9732	corporation's tax period but not later than at the time prescribed by law for
9733	9733	filing the corporation's annual Kansas income tax return.
9734	9734	(c) The report shall contain the following information:
9735	9735	(1) The name of the corporation;
9736	9736	(2) the location of the principal office, including the building and
9737	9737	suite number, street name or rural route number with box number, city,
9738	9738	state and zip code;
9739	9739	(3) the names and addresses of name and postal address for the
9740	9740	president, secretary, treasurer or equivalent of such officers and members
9741	9741	of the board of directors;
9742	9742	(4) the number of shares of capital stock issued;
9743	9743	(5) the nature and kind of business in which the corporation is
9744	9744	engaged; and
9745	9745	(6)(5) if the corporation is a parent corporation holding more than
9746	9746	50% equity ownership in any other business entity registered with the
9747	9747	secretary of state, the name and identification number of any such
9748	9748	subsidiary business entity.
9749	9749	(d) Every corporation subject to the provisions of this section that
9750	9750	holds agricultural land, as defined in K.S.A. 17-5903, and amendments
9751	9751	thereto, within this state shall show the following additional information
9752	9752	on the report:
9753	9753	(1) The acreage and location listed by section, range, township and
9754	9754	county of each lot, tract or parcel of agricultural land in this state owned or
9755	9755	leased by or to the corporation;
9756	9756	(2) the purposes for which such agricultural land is owned or leased
9757	9757	and, if leased, to whom such agricultural land is leased;
9758	9758	(3) the value of the nonagricultural assets and the agricultural assets,
9759	9759	stated separately, owned and controlled by the corporation both within and
9760	9760	without the state of Kansas and where situated;
9761	9761	(4) the total number of stockholders of the corporation;
9762	9762	(5) the number of acres owned or operated by the corporation, the
9763	9763	number of acres leased by the corporation and the number of acres leased
9764	9764	to the corporation;
9765	9765	(6) the number of acres of agricultural land, held and reported in each
9766	9766	category under paragraph (5), stated separately, being irrigated; and
9767	9767	(7) whether any of the agricultural land held and reported under this
9768	9768	subsection was acquired after July 1, 1981.
9769	9769	1
9770	9770	2
9771	9771	3
9772	9772	4
9773	9773	5
9774	9774	6
9775	9775	7
9776	9776	8
9777	9777	9
9778	9778	10
9779	9779	11
9780	9780	12
9781	9781	13
9782	9782	14
9783	9783	15
9784	9784	16
9785	9785	17
9786	9786	18
9787	9787	19
9788	9788	20
9789	9789	21
9790	9790	22
9791	9791	23
9792	9792	24
9793	9793	25
9794	9794	26
9795	9795	27
9796	9796	28
9797	9797	29
9798	9798	30
9799	9799	31
9800	9800	32
9801	9801	33
9802	9802	34
9803	9803	35
9804	9804	36
9805	9805	37
9806	9806	38
9807	9807	39
9808	9808	40
9809	9809	41
9810	9810	42
9811	9811	43 HB 2455 115
9812	9812	(e) The report shall be executed in accordance with the provisions of
9813	9813	K.S.A. 2022 Supp. 17-7908 through 17-7910, and amendments thereto.
9814	9814	The official title or position of the individual signing the report shall be
9815	9815	designated. The fact that an individual's name is signed on such report
9816	9816	shall be prima facie evidence that such individual is authorized to sign the
9817	9817	report on behalf of the corporation. This report shall be subscribed by the
9818	9818	person as true, under penalty of perjury.
9819	9819	(f) At the time of filing its business entity information report it shall
9820	9820	be the duty of each domestic corporation organized for profit to pay to the
9821	9821	secretary of state a fee in an amount equal to $80, plus the amount
9822	9822	specified in rules and regulations of the secretary multiplied by the number
9823	9823	of tax periods included in the report.
9824	9824	Sec. 48. K.S.A. 2022 Supp. 17-7504 is hereby amended to read as
9825	9825	follows: 17-7504. (a) Every corporation organized not for profit shall
9826	9826	make a written business entity information report to the secretary of state,
9827	9827	stating the prescribed information concerning the corporation at the close
9828	9828	of business on the last day of its tax period next preceding the date of
9829	9829	filing, but if a corporation's tax period is other than the calendar year, it
9830	9830	shall give notice thereof to the secretary of state prior to December 31 of
9831	9831	the year it commences such tax period.
9832	9832	(b) The report shall be made on forms prescribed by the secretary of
9833	9833	state and shall be filed biennially, as determined by the year that the
9834	9834	corporation organized not for profit filed its formation documents. A
9835	9835	corporation organized not for profit that filed formation documents in an
9836	9836	even-numbered year shall file a report in each even-numbered year. A
9837	9837	corporation organized not for profit that filed formation documents in an
9838	9838	odd-numbered year shall file a report in each odd-numbered year. The
9839	9839	report shall be filed after the close of the corporation's tax period but not
9840	9840	later than on the 15
9841	9841	th
9842	9842	day of the sixth month following the close of the
9843	9843	taxable year.
9844	9844	(c) The report shall contain the following information:
9845	9845	(1) The name of the corporation;
9846	9846	(2) the location of the principal office, including the building and
9847	9847	suite number, street name or rural route number with box number, city,
9848	9848	state and zip code;
9849	9849	(3) the names and addresses of name and postal address for the
9850	9850	president, secretary and treasurer or equivalent of such officers, and the
9851	9851	members of the governing body; and
9852	9852	(4) the number of memberships or the number of shares of capital
9853	9853	stock issued; and
9854	9854	(5) if the corporation is a parent corporation holding more than 50%
9855	9855	equity ownership in any other business entity registered with the secretary
9856	9856	of state, the name and identification number of any such subsidiary
9857	9857	1
9858	9858	2
9859	9859	3
9860	9860	4
9861	9861	5
9862	9862	6
9863	9863	7
9864	9864	8
9865	9865	9
9866	9866	10
9867	9867	11
9868	9868	12
9869	9869	13
9870	9870	14
9871	9871	15
9872	9872	16
9873	9873	17
9874	9874	18
9875	9875	19
9876	9876	20
9877	9877	21
9878	9878	22
9879	9879	23
9880	9880	24
9881	9881	25
9882	9882	26
9883	9883	27
9884	9884	28
9885	9885	29
9886	9886	30
9887	9887	31
9888	9888	32
9889	9889	33
9890	9890	34
9891	9891	35
9892	9892	36
9893	9893	37
9894	9894	38
9895	9895	39
9896	9896	40
9897	9897	41
9898	9898	42
9899	9899	43 HB 2455 116
9900	9900	business entity.
9901	9901	(d) Every corporation subject to the provisions of this section that
9902	9902	holds agricultural land, as defined in K.S.A. 17-5903, and amendments
9903	9903	thereto, within this state shall show the following additional information
9904	9904	on the report:
9905	9905	(1) The acreage and location listed by section, range, township and
9906	9906	county of each lot, tract or parcel of agricultural land in this state owned or
9907	9907	leased by or to the corporation;
9908	9908	(2) the purposes for which such agricultural land is owned or leased
9909	9909	and, if leased, to whom such agricultural land is leased;
9910	9910	(3) the value of the nonagricultural assets and the agricultural assets,
9911	9911	stated separately, owned and controlled by the corporation both within and
9912	9912	without the state of Kansas and where situated;
9913	9913	(4) the total number of stockholders or members of the corporation;
9914	9914	(5) the number of acres owned or operated by the corporation, the
9915	9915	number of acres leased by the corporation and the number of acres leased
9916	9916	to the corporation;
9917	9917	(6) the number of acres of agricultural land, held and reported in each
9918	9918	category under paragraph (5), stated separately, being irrigated; and
9919	9919	(7) whether any of the agricultural land held and reported under this
9920	9920	subsection was acquired after July 1, 1981.
9921	9921	(e) The report shall be executed in accordance with the provisions of
9922	9922	K.S.A. 2022 Supp. 17-7908 through 17-7910, and amendments thereto.
9923	9923	The official title or position of the individual signing the report shall be
9924	9924	designated. The fact that an individual's name is signed on such report
9925	9925	shall be prima facie evidence that such individual is authorized to sign the
9926	9926	report on behalf of the corporation. This report shall be subscribed by the
9927	9927	person as true, under penalty of perjury.
9928	9928	(f) At the time of filing its business entity information report, each
9929	9929	nonprofit corporation shall pay a fee in an amount equal to $80, plus the
9930	9930	amount specified in rules and regulations of the secretary multiplied by the
9931	9931	number of tax periods included in the report.
9932	9932	Sec. 49. K.S.A. 2022 Supp. 17-7505 is hereby amended to read as
9933	9933	follows: 17-7505. (a) Every foreign corporation organized for profit, or
9934	9934	organized under the cooperative type statutes of the state, territory or
9935	9935	foreign country of incorporation, now or hereafter doing business in this
9936	9936	state, and owning or using a part or all of its capital in this state, and
9937	9937	subject to compliance with the laws relating to the admission of foreign
9938	9938	corporations to do business in Kansas, shall make a written business entity
9939	9939	information report to the secretary of state, stating the prescribed
9940	9940	information concerning the corporation at the close of business on the last
9941	9941	day of its tax period next preceding the date of filing, but if a corporation
9942	9942	operates on a fiscal year other than the calendar year it shall give written
9943	9943	1
9944	9944	2
9945	9945	3
9946	9946	4
9947	9947	5
9948	9948	6
9949	9949	7
9950	9950	8
9951	9951	9
9952	9952	10
9953	9953	11
9954	9954	12
9955	9955	13
9956	9956	14
9957	9957	15
9958	9958	16
9959	9959	17
9960	9960	18
9961	9961	19
9962	9962	20
9963	9963	21
9964	9964	22
9965	9965	23
9966	9966	24
9967	9967	25
9968	9968	26
9969	9969	27
9970	9970	28
9971	9971	29
9972	9972	30
9973	9973	31
9974	9974	32
9975	9975	33
9976	9976	34
9977	9977	35
9978	9978	36
9979	9979	37
9980	9980	38
9981	9981	39
9982	9982	40
9983	9983	41
9984	9984	42
9985	9985	43 HB 2455 117
9986	9986	notice thereof to the secretary of state prior to December 31 of the year
9987	9987	commencing such fiscal year.
9988	9988	(b) The report shall be made on a form prescribed by the secretary of
9989	9989	state and shall be filed biennially, as determined by the year that the
9990	9990	foreign corporation filed its foreign corporation application in Kansas. A
9991	9991	foreign corporation that filed an application in an even-numbered year
9992	9992	shall file a report in each even-numbered year. A foreign corporation that
9993	9993	filed an application in an odd-numbered year shall file a report in each
9994	9994	odd-numbered year. The report shall be filed after the close of the
9995	9995	corporation's tax period but not later than at the time prescribed by law for
9996	9996	filing the corporation's annual Kansas income tax return.
9997	9997	(c) The report shall contain the following information:
9998	9998	(1) The name of the corporation and under the laws of what state or
9999	9999	country it is incorporated;
10000	10000	(2) the location of its principal office, including the building and
10001	10001	suite number, street name or rural route number with box number, city,
10002	10002	state and zip code;
10003	10003	(3) the names and addresses of name and postal address for the
10004	10004	president, secretary, treasurer, or equivalent of such officers, and members
10005	10005	of the board of directors;
10006	10006	(4) the number of shares of capital stock issued;
10007	10007	(5) the nature and kind of business in which the company is engaged;
10008	10008	and
10009	10009	(6)(5) if the corporation is a parent corporation holding more than
10010	10010	50% equity ownership in any other business entity registered with the
10011	10011	secretary of state, the name and identification number of any such
10012	10012	subsidiary business entity.
10013	10013	(d) Every corporation subject to the provisions of this section that
10014	10014	holds agricultural land, as defined in K.S.A. 17-5903, and amendments
10015	10015	thereto, within this state shall show the following additional information
10016	10016	on the report:
10017	10017	(1) The acreage and location listed by section, range, township and
10018	10018	county of each lot, tract or parcel of agricultural land in this state owned or
10019	10019	leased by or to the corporation;
10020	10020	(2) the purposes for which such agricultural land is owned or leased
10021	10021	and, if leased, to whom such agricultural land is leased;
10022	10022	(3) the value of the nonagricultural assets and the agricultural assets,
10023	10023	stated separately, owned and controlled by the corporation both within and
10024	10024	without the state of Kansas and where situated;
10025	10025	(4) the total number of stockholders of the corporation;
10026	10026	(5) the number of acres owned or operated by the corporation, the
10027	10027	number of acres leased by the corporation and the number of acres leased
10028	10028	to the corporation;
10029	10029	1
10030	10030	2
10031	10031	3
10032	10032	4
10033	10033	5
10034	10034	6
10035	10035	7
10036	10036	8
10037	10037	9
10038	10038	10
10039	10039	11
10040	10040	12
10041	10041	13
10042	10042	14
10043	10043	15
10044	10044	16
10045	10045	17
10046	10046	18
10047	10047	19
10048	10048	20
10049	10049	21
10050	10050	22
10051	10051	23
10052	10052	24
10053	10053	25
10054	10054	26
10055	10055	27
10056	10056	28
10057	10057	29
10058	10058	30
10059	10059	31
10060	10060	32
10061	10061	33
10062	10062	34
10063	10063	35
10064	10064	36
10065	10065	37
10066	10066	38
10067	10067	39
10068	10068	40
10069	10069	41
10070	10070	42
10071	10071	43 HB 2455 118
10072	10072	(6) the number of acres of agricultural land, held and reported in each
10073	10073	category under paragraph (5), stated separately, being irrigated; and
10074	10074	(7) whether any of the agricultural land held and reported under this
10075	10075	subsection was acquired after July 1, 1981.
10076	10076	(e) The report shall be executed in accordance with the provisions of
10077	10077	K.S.A. 2022 Supp. 17-7908 through 17-7910, and amendments thereto.
10078	10078	The official title or position of the individual signing the report shall be
10079	10079	designated. The fact that an individual's name is signed on such report
10080	10080	shall be prima facie evidence that such individual is authorized to sign the
10081	10081	report on behalf of the corporation. This report shall be subscribed by the
10082	10082	person as true, under penalty of perjury.
10083	10083	(f) At the time of filing its business entity information report, each
10084	10084	such foreign corporation shall pay to the secretary of state a fee in an
10085	10085	amount equal to $80, plus the amount specified in rules and regulations of
10086	10086	the secretary multiplied by the number of tax periods included in the
10087	10087	report.
10088	10088	Sec. 50. K.S.A. 2022 Supp. 17-7506 is hereby amended to read as
10089	10089	follows: 17-7506. (a) The secretary of state shall charge each corporation a
10090	10090	fee established pursuant to rules and regulations, but not exceeding $250,
10091	10091	for issuing or filing and indexing articles of incorporation of a for-profit or
10092	10092	a foreign corporation application.
10093	10093	(b) The secretary of state shall charge each corporation a fee
10094	10094	established by rules and regulations, but not exceeding $50, for articles of
10095	10095	incorporation of a nonprofit corporation.
10096	10096	(c) The secretary of state shall charge each corporation a fee
10097	10097	established by rules and regulations, but not exceeding $150, for issuing or
10098	10098	filing and indexing any of the corporate documents described below:
10099	10099	(1) Certificate of extension, revocation of dissolution, restoration,
10100	10100	renewal or revival of articles of incorporation;
10101	10101	(2) certificate of amendment of articles of incorporation, either prior
10102	10102	to or after payment of capital;
10103	10103	(3) certificate of designation of preferences;
10104	10104	(4) certificate of retirement of preferred stock;
10105	10105	(5) certificate of increase or reduction of capital;
10106	10106	(6) certificate of dissolution, either prior to or after beginning
10107	10107	business;
10108	10108	(7) certificate of revocation of voluntary dissolution;
10109	10109	(8) certificate of change of location of registered office and resident
10110	10110	agent;
10111	10111	(9) certificate of merger or consolidation or agreement of merger or
10112	10112	consolidation;
10113	10113	(10) certificate of ownership and merger;
10114	10114	(11) certificate of extension, restoration, renewal or revival of a
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10158	10158	certificate of authority of foreign corporation to do business in Kansas;
10159	10159	(12) change of resident agent or amendment by foreign corporation;
10160	10160	(13) certificate of withdrawal of foreign corporation;
10161	10161	(14) certificate of correction of any of the instruments designated in
10162	10162	this section;
10163	10163	(15) reservation of corporate name;
10164	10164	(16) restated articles of incorporation;
10165	10165	(17) extension of a business entity information report; and
10166	10166	(18) certificate of validation.
10167	10167	(d) The secretary of state shall charge each corporation a fee
10168	10168	established pursuant to rules and regulations but not exceeding $50 for
10169	10169	issuing certified copies, photocopies, certificates of good standing and
10170	10170	certificates of fact; and any other certificate or filing for which a filing or
10171	10171	indexing fee is not prescribed by law.
10172	10172	(e) The secretary of state shall not charge fees for providing the
10173	10173	following information: Name of the corporation; postal address of its
10174	10174	registered office and the name of its resident agent; the amount of its
10175	10175	authorized capital stock; the state of its incorporation; date of filing of
10176	10176	articles of incorporation, foreign corporation application or business entity
10177	10177	information report; and date of expiration.
10178	10178	(f) The secretary of state shall prescribe by rules and regulations any
10179	10179	fees required by this act.
10180	10180	Sec. 51. K.S.A. 2022 Supp. 17-76,136 is hereby amended to read as
10181	10181	follows: 17-76,136. (a) The secretary of state shall charge each domestic
10182	10182	and foreign limited liability company the following fees:
10183	10183	(1) A fee of $20 for issuing or filing and indexing any of the
10184	10184	following documents:
10185	10185	(A) A certificate of amendment of articles of organization;
10186	10186	(B) restated articles of organization;
10187	10187	(C) a certificate of cancellation, which fee shall be multiplied by the
10188	10188	number of series of the limited liability company named in the certificate
10189	10189	of cancellation;
10190	10190	(D) a certificate of change of location of registered office or resident
10191	10191	agent;
10192	10192	(E) a certificate of merger or consolidation;
10193	10193	(F) a certificate of division; and
10194	10194	(G) any certificate, affidavit, agreement or any other paper provided
10195	10195	for in the Kansas revised limited liability company act, for which no
10196	10196	different fee is specifically prescribed;
10197	10197	(2) a fee of $7.50 for each certified copy plus a fee per page, if,
10198	10198	regardless of whether the secretary of state supplies the copies, in an
10199	10199	amount fixed by the secretary of state and approved by the director of
10200	10200	accounts and reports for copies of corporate documents under K.S.A. 45-
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10244	10244	204, and amendments thereto copy;
10245	10245	(3) a fee of $7.50 for each certificate of good standing, including a
10246	10246	certificate of good standing for a series of a limited liability company, and
10247	10247	certificate of fact issued by the secretary of state;
10248	10248	(4) a fee of $5 for a report of record search, but furnishing the
10249	10249	following information shall not be considered a record search and no
10250	10250	charge shall be made therefor: Name of the limited liability company and
10251	10251	the postal address of its registered office; name and postal address of the
10252	10252	resident agent; the state of the limited liability company's formation; the
10253	10253	date of filing of its articles of organization or business entity information
10254	10254	report; and date of expiration; and
10255	10255	(5) a fee of $20 for photocopies of instruments a copy of an
10256	10256	instrument on file or prepared by the secretary of state's office and which
10257	10257	are not, whether or not the copy is certified, a fee per page in an amount
10258	10258	fixed by the secretary of state and approved by the director of accounts and
10259	10259	reports for copies of corporate documents under K.S.A. 45-204, and
10260	10260	amendments thereto.
10261	10261	(b) Every limited liability company hereafter formed in this state shall
10262	10262	pay to the secretary of state, at the time of filing its articles of organization,
10263	10263	an application and recording fee of $150.
10264	10264	(c) At the time of filing its application to do business, every foreign
10265	10265	limited liability company shall pay to the secretary of state an application
10266	10266	and recording fee of $150.
10267	10267	(d) The fee for filing a certificate of reinstatement shall be the same
10268	10268	as that prescribed by K.S.A. 17-7506, and amendments thereto, for filing a
10269	10269	certificate of reinstatement of a corporation's articles of incorporation.
10270	10270	Sec. 52. K.S.A. 2022 Supp. 17-76,139 is hereby amended to read as
10271	10271	follows: 17-76,139. (a) Every limited liability company organized and on
10272	10272	and after July 1, 2020, each series thereof formed or in existence under the
10273	10273	laws of this state shall make a written business entity information report to
10274	10274	the secretary of state, stating the prescribed information concerning the
10275	10275	limited liability company or series, as applicable, at the close of business
10276	10276	on the last day of its tax period next preceding the date of filing. If the
10277	10277	limited liability company's or series' tax period is other than the calendar
10278	10278	year, it shall give notice of its different tax period in writing to the
10279	10279	secretary of state prior to December 31 of the year it commences the
10280	10280	different tax period.
10281	10281	(b) The report shall be filed biennially, as determined by the year that
10282	10282	the limited liability company or series filed its formation documents. A
10283	10283	limited liability company or series that filed formation documents in an
10284	10284	even-numbered year shall file a report in each even-numbered year. A
10285	10285	limited liability company or series that filed formation documents in an
10286	10286	odd-numbered year shall file a report in each odd-numbered year. It is
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10330	10330	permissible to file at one time the biennial report information for more
10331	10331	than one limited liability company or series, regardless of whether the
10332	10332	formation documents were filed in an even-numbered or odd-numbered
10333	10333	year, provided except that all the reports shall be filed in the first year a
10334	10334	biennial report is due under this law and in odd-numbered years thereafter.
10335	10335	The report shall be filed after the close of the limited liability company's
10336	10336	tax period or series' tax period but not later than at the time prescribed by
10337	10337	law for filing the limited liability company's or series' annual Kansas
10338	10338	income tax return, or if applicable law does not prescribe a time for filing
10339	10339	an annual Kansas income tax return for a series, the report for the series
10340	10340	shall be filed at, and for purposes of this section its tax period shall be
10341	10341	deemed to be, the time prescribed by law for filing the annual Kansas
10342	10342	income tax return for the limited liability company to which the series is
10343	10343	associated.
10344	10344	(c) The report shall be made on a form prescribed by the secretary of
10345	10345	state and shall contain the following information for each limited liability
10346	10346	company or series:
10347	10347	(1) The name of the limited liability company or series, as applicable;
10348	10348	and
10349	10349	(2) a list of the members owning at least 5% of the capital of the
10350	10350	limited liability company or series, as applicable, with the post office
10351	10351	postal address of each; and
10352	10352	(3) the location of the principal office, including the building and
10353	10353	suite number, street name or rural route number with box number, city,
10354	10354	state and zip code.
10355	10355	(d) (1) Every foreign limited liability company shall make a written
10356	10356	business entity information report to the secretary of state, stating the
10357	10357	prescribed information concerning the limited liability company at the
10358	10358	close of business on the last day of its tax period next preceding the date of
10359	10359	filing. If the limited liability company's tax period is other than the
10360	10360	calendar year, it shall give notice in writing of its different tax period to the
10361	10361	secretary of state prior to December 31 of the year it commences the
10362	10362	different tax period.
10363	10363	(2) The report shall be filed biennially, as determined by the year that
10364	10364	the foreign limited liability company filed its foreign limited liability
10365	10365	company application. A foreign limited liability company that filed its
10366	10366	application in an even-numbered year shall file a report in each even-
10367	10367	numbered year. A foreign limited liability company that filed its
10368	10368	application in an odd-numbered year shall file a report in each odd-
10369	10369	numbered year. The report shall be filed after the close of the foreign
10370	10370	limited liability company's tax period but not later than at the time
10371	10371	prescribed by law for filing the limited liability company's annual Kansas
10372	10372	income tax return.
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10416	10416	(3) The report shall be made on a form prescribed by the secretary of
10417	10417	state and shall contain the name of the limited liability company.
10418	10418	(e) The business entity information report required by this section
10419	10419	shall be executed by one or more authorized persons, and filed with the
10420	10420	secretary of state. The execution of such report by a person who is
10421	10421	authorized by the Kansas revised limited liability company act to execute
10422	10422	such report, upon filing such report with the secretary of state, constitutes
10423	10423	an oath or affirmation, under penalties of perjury that, to the best of such
10424	10424	person's knowledge and belief, the facts stated therein in such report are
10425	10425	true.
10426	10426	(f) At the time of filing the business entity information report, each
10427	10427	limited liability company or series shall pay to the secretary of state a fee
10428	10428	in an amount equal to $80, plus the amount specified in rules and
10429	10429	regulations of the secretary multiplied by the number of tax periods
10430	10430	included in the report.
10431	10431	(g) The provisions of K.S.A. 17-7509, and amendments thereto,
10432	10432	relating to penalties for failure of a corporation to file business entity
10433	10433	information report or pay the required fee, and the provisions of K.S.A.
10434	10434	17-7510(a), and amendments thereto, relating to penalties for failure of a
10435	10435	corporation to file business entity information report or pay the required
10436	10436	fee, shall be applicable to the articles of organization of any domestic
10437	10437	limited liability company, the certificate of designation of any series
10438	10438	thereof, or to the authority of any foreign limited liability company which
10439	10439	that fails to file its business entity information report or pay the fee within
10440	10440	90 days of the time prescribed in this section for filing and paying the
10441	10441	same or, in the case of a report filing and fee received by mail, postmarked
10442	10442	within 90 days of the time for filing and paying the same. Whenever the
10443	10443	articles of organization of a domestic limited liability company, the
10444	10444	certificate of designation of a series thereof, or the authority of any foreign
10445	10445	limited liability company are forfeited or canceled for failure to file
10446	10446	business entity information report or to pay the required fee, the domestic
10447	10447	limited liability company or the authority of a foreign limited liability
10448	10448	company may be reinstated by filing a certificate of reinstatement,
10449	10449	pursuant to K.S.A. 2022 Supp. 17-76,146, and amendments thereto, and
10450	10450	the certificate of designation may be reinstated by filing a certificate of
10451	10451	reinstatement, pursuant to K.S.A. 2022 Supp. 17-76,147, and amendments
10452	10452	thereto, and in each case, paying to the secretary of state all fees, including
10453	10453	any penalties thereon, due to the state.
10454	10454	(h) All copies of applications for extension of the time for filing
10455	10455	income tax returns submitted to the secretary of state pursuant to law shall
10456	10456	be maintained by the secretary of state in a confidential file and shall not
10457	10457	be disclosed to any person except as authorized pursuant to the provisions
10458	10458	of K.S.A. 79-3234, and amendments thereto, a proper judicial order, or
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10502	10502	subsection (g). All copies of such applications shall be preserved for one
10503	10503	year and thereafter until the secretary of state orders that they be
10504	10504	destroyed.
10505	10505	(i) A copy of such application shall be open to inspection by or
10506	10506	disclosure to any person who was a member of such limited liability
10507	10507	company or series during any part of the period covered by the extension.
10508	10508	Sec. 53. K.S.A. 2022 Supp. 17-78-102 is hereby amended to read as
10509	10509	follows: 17-78-102. As used in this act:
10510	10510	(a) "Acquired entity" means the entity, all of one or more classes or
10511	10511	series of interests in which are acquired in an interest exchange.
10512	10512	(b) "Acquiring entity" means the entity that acquires all of one or
10513	10513	more classes or series of interests of the acquired entity in an interest
10514	10514	exchange.
10515	10515	(c) "Agreement" means a plan or agreement of merger, interest
10516	10516	exchange, conversion or domestication.
10517	10517	(d) "Approve" means, in the case of an entity, for its governors and
10518	10518	interest holders to take whatever steps are necessary under its organic
10519	10519	rules, organic law, and other law to:
10520	10520	(1) Propose a transaction subject to this act;
10521	10521	(2) adopt and approve the terms and conditions of the transaction; and
10522	10522	(3) conduct any required proceedings or otherwise obtain any
10523	10523	required votes or consents of the governors or interest holders.
10524	10524	(e) "Conversion" means a transaction authorized by K.S.A. 2022
10525	10525	Supp. 17-78-401 through 17-78-406, and amendments thereto.
10526	10526	(f) "Converted entity" means the converting entity as it continues in
10527	10527	existence after a conversion.
10528	10528	(g) "Converting entity" means the domestic entity that approves an
10529	10529	agreement of conversion pursuant to K.S.A. 2022 Supp. 17-78-403, and
10530	10530	amendments thereto, or the foreign entity that approves a conversion
10531	10531	pursuant to the law of its jurisdiction of organization.
10532	10532	(h) "Domestic entity" means an entity whose internal affairs are
10533	10533	governed by the law of this state.
10534	10534	(i) "Domesticated entity" means the domesticating entity as it
10535	10535	continues in existence after a domestication.
10536	10536	(j) "Domesticating entity" means the domestic entity that approves an
10537	10537	agreement of domestication pursuant to K.S.A. 2022 Supp. 17-78-503, and
10538	10538	amendments thereto, or the foreign entity that approves a domestication
10539	10539	pursuant to the law of its jurisdiction of organization.
10540	10540	(k) "Domestication" means a transaction authorized by K.S.A. 2022
10541	10541	Supp. 17-78-501 through 17-78-506, and amendments thereto.
10542	10542	(l) "Entity" means:
10543	10543	(1) A corporation;
10544	10544	(2) a general partnership, including a limited liability partnership;
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10588	10588	(3) a limited partnership, including a limited liability limited
10589	10589	partnership;
10590	10590	(4) a limited liability company;
10591	10591	(5) a business trust or statutory trust entity;
10592	10592	(6) a cooperative; or
10593	10593	(7) any other person that has a separate legal existence or has the
10594	10594	power to acquire an interest in real property in its own name other than:
10595	10595	(A) An individual;
10596	10596	(B) a testamentary, inter vivos, or charitable trust, with the exception
10597	10597	of a business trust, statutory trust entity or similar trust;
10598	10598	(C) an association or relationship that is not a partnership solely by
10599	10599	reason of subsection (c) of K.S.A. 56a-202(c), and amendments thereto, or
10600	10600	a similar provision of the law of any other jurisdiction;
10601	10601	(D) a decedent's estate; or
10602	10602	(E) a government, a governmental subdivision, agency, or
10603	10603	instrumentality or a quasi-governmental instrumentality.
10604	10604	(m) "Filing entity" means an entity that is created by the filing of a
10605	10605	public organic document.
10606	10606	(n) "Foreign entity" means an entity whose internal affairs are
10607	10607	governed by the laws of a jurisdiction other than this state.
10608	10608	(o) "Governance interest" means the right under the organic law or
10609	10609	organic rules of an entity, other than as a governor, agent, assignee or
10610	10610	proxy, to:
10611	10611	(1) Receive or demand access to information concerning, or the
10612	10612	books and records of, the entity;
10613	10613	(2) vote for the election of the governors of the entity; or
10614	10614	(3) receive notice of or vote on any or all issues involving the internal
10615	10615	affairs of the entity.
10616	10616	(p) "Governor" means a person by or under whose authority the
10617	10617	powers of an entity are exercised and under whose direction the business
10618	10618	and affairs of the entity are managed pursuant to the organic law and
10619	10619	organic rules of the entity.
10620	10620	(q) "Interest" means:
10621	10621	(1) A governance interest in an unincorporated entity;
10622	10622	(2) a transferable interest in an unincorporated entity; or
10623	10623	(3) a share or membership in a corporation.
10624	10624	(r) "Interest exchange" means a transaction authorized by K.S.A.
10625	10625	2022 Supp. 17-78-301 through 17-78-306, and amendments thereto.
10626	10626	(s) "Interest holder" means a direct holder of an interest.
10627	10627	(t) "Interest holder liability" means:
10628	10628	(1) Personal liability for a liability of an entity that is imposed on a
10629	10629	person:
10630	10630	(A) Solely by reason of the status of the person as an interest holder;
10631	10631	1
10632	10632	2
10633	10633	3
10634	10634	4
10635	10635	5
10636	10636	6
10637	10637	7
10638	10638	8
10639	10639	9
10640	10640	10
10641	10641	11
10642	10642	12
10643	10643	13
10644	10644	14
10645	10645	15
10646	10646	16
10647	10647	17
10648	10648	18
10649	10649	19
10650	10650	20
10651	10651	21
10652	10652	22
10653	10653	23
10654	10654	24
10655	10655	25
10656	10656	26
10657	10657	27
10658	10658	28
10659	10659	29
10660	10660	30
10661	10661	31
10662	10662	32
10663	10663	33
10664	10664	34
10665	10665	35
10666	10666	36
10667	10667	37
10668	10668	38
10669	10669	39
10670	10670	40
10671	10671	41
10672	10672	42
10673	10673	43 HB 2455 125
10674	10674	or
10675	10675	(B) by the organic rules of the entity pursuant to a provision of the
10676	10676	organic law authorizing the organic rules to make one or more specified
10677	10677	interest holders or categories of interest holders liable in their capacity as
10678	10678	interest holders for all or specified liabilities of the entity; or
10679	10679	(2) an obligation of an interest holder under the organic rules of an
10680	10680	entity to contribute to the entity.
10681	10681	(u) "Jurisdiction of organization" of an entity means the jurisdiction
10682	10682	whose law includes the organic law of the entity.
10683	10683	(v) "Liability" means a debt, obligation or any other liability arising
10684	10684	in any manner, regardless of whether it is secured or whether it is
10685	10685	contingent.
10686	10686	(w) "Merger" means a transaction in which two or more merging
10687	10687	entities are combined into a surviving entity pursuant to a filing with the
10688	10688	secretary of state.
10689	10689	(x) "Merging entity" means an entity that is a party to a merger and
10690	10690	exists immediately before the merger becomes effective.
10691	10691	(y) "Organic law" means the statutes, if any, other than this act,
10692	10692	governing the internal affairs of an entity.
10693	10693	(z) "Organic rules" means the public organic document and private
10694	10694	organic rules of an entity.
10695	10695	(aa) "Person" means an individual, corporation, estate, trust,
10696	10696	partnership, limited liability company, business or similar trust,
10697	10697	association, joint venture, public corporation, government, or
10698	10698	governmental subdivision, agency, or instrumentality, or any other legal or
10699	10699	commercial entity.
10700	10700	(bb) "Private organic rules" mean the rules, whether or not in a
10701	10701	record, that govern the internal affairs of an entity, are binding on all of its
10702	10702	interest holders and are not part of its public organic document, if any.
10703	10703	(cc) "Protected agreement" means:
10704	10704	(1) A record evidencing indebtedness and any related agreement in
10705	10705	effect on the effective date of this act;
10706	10706	(2) an agreement that is binding on an entity on the effective date of
10707	10707	this act;
10708	10708	(3) the organic rules of an entity in effect on the effective date of this
10709	10709	act; or
10710	10710	(4) an agreement that is binding on any of the governors or interest
10711	10711	holders of an entity on the effective date of this act.
10712	10712	(dd) "Public organic document" means the public record the filing of
10713	10713	which creates an entity and any amendment to or restatement of that
10714	10714	record.
10715	10715	(ee) "Qualified foreign entity" means a foreign entity that is
10716	10716	authorized to transact business in this state pursuant to a filing with the
10717	10717	1
10718	10718	2
10719	10719	3
10720	10720	4
10721	10721	5
10722	10722	6
10723	10723	7
10724	10724	8
10725	10725	9
10726	10726	10
10727	10727	11
10728	10728	12
10729	10729	13
10730	10730	14
10731	10731	15
10732	10732	16
10733	10733	17
10734	10734	18
10735	10735	19
10736	10736	20
10737	10737	21
10738	10738	22
10739	10739	23
10740	10740	24
10741	10741	25
10742	10742	26
10743	10743	27
10744	10744	28
10745	10745	29
10746	10746	30
10747	10747	31
10748	10748	32
10749	10749	33
10750	10750	34
10751	10751	35
10752	10752	36
10753	10753	37
10754	10754	38
10755	10755	39
10756	10756	40
10757	10757	41
10758	10758	42
10759	10759	43 HB 2455 126
10760	10760	secretary of state.
10761	10761	(ff) "Record" means information that is inscribed on a tangible
10762	10762	medium or that is stored in an electronic or other medium and is
10763	10763	retrievable in perceivable form.
10764	10764	(gg) "Sign" means, with present intent to authenticate or adopt a
10765	10765	record:
10766	10766	(1) To execute or adopt a tangible symbol; or
10767	10767	(2) to attach to or logically associate with the record an electronic
10768	10768	sound, symbol or process.
10769	10769	(hh) "Surviving entity" means the entity that continues in existence
10770	10770	after or is created by a merger.
10771	10771	(ii) "Transferable interest" means the right under an entity's organic
10772	10772	law to receive distributions from the entity.
10773	10773	(jj) "Type," with regard to an entity, means a generic form of entity:
10774	10774	(1) Recognized at common law; or
10775	10775	(2) organized or formed under an organic law, whether or not some
10776	10776	entities organized or formed under that organic law are subject to
10777	10777	provisions of that law that create different categories of the form of entity.
10778	10778	Sec. 54. K.S.A. 2022 Supp. 17-78-202 is hereby amended to read as
10779	10779	follows: 17-78-202. (a) A domestic entity may become a party to a merger
10780	10780	under K.S.A. 2022 Supp. 17-78-201 through 17-78-206, and amendments
10781	10781	thereto, by approving an agreement of merger unless approval is not
10782	10782	required under the circumstances stated in K.S.A. 2022 Supp. 17-78-
10783	10783	203(c), and amendments thereto. The agreement shall be in a record and
10784	10784	contain:
10785	10785	(1) As to each merging entity, its name, jurisdiction of organization
10786	10786	and type;
10787	10787	(2) if the surviving entity is to be created in the merger, a statement to
10788	10788	that effect and its name, jurisdiction of organization and type;
10789	10789	(3) the manner of converting the interests in each party to the merger
10790	10790	into interests, securities, obligations, rights to acquire interests or
10791	10791	securities, cash or other property or any combination of the foregoing
10792	10792	thereof, except that if the circumstances stated in K.S.A. 2022 Supp. 17-78-
10793	10793	203(c), and amendments thereto, apply and the merger entity does not own
10794	10794	all of the interests of the domestic corporation or corporations, then an
10795	10795	interest holder in a domestic corporation shall not become a general
10796	10796	partner in a surviving entity that is a partnership, other than a limited
10797	10797	liability partnership;
10798	10798	(4) if the surviving entity exists before the merger, any proposed
10799	10799	amendments to its public organic document or to its private organic rules,
10800	10800	which may amend and restate its public organic document or its private
10801	10801	organic rules or both, that are, or are proposed to be, in a record;
10802	10802	(5) if the surviving entity is to be created in the merger, its proposed
10803	10803	1
10804	10804	2
10805	10805	3
10806	10806	4
10807	10807	5
10808	10808	6
10809	10809	7
10810	10810	8
10811	10811	9
10812	10812	10
10813	10813	11
10814	10814	12
10815	10815	13
10816	10816	14
10817	10817	15
10818	10818	16
10819	10819	17
10820	10820	18
10821	10821	19
10822	10822	20
10823	10823	21
10824	10824	22
10825	10825	23
10826	10826	24
10827	10827	25
10828	10828	26
10829	10829	27
10830	10830	28
10831	10831	29
10832	10832	30
10833	10833	31
10834	10834	32
10835	10835	33
10836	10836	34
10837	10837	35
10838	10838	36
10839	10839	37
10840	10840	38
10841	10841	39
10842	10842	40
10843	10843	41
10844	10844	42
10845	10845	43 HB 2455 127
10846	10846	public organic document, if any, and the full text of its private organic
10847	10847	rules that are proposed to be in a record;
10848	10848	(6) the other terms and conditions of the merger; and
10849	10849	(7) any other provision required by the law of a merging entity's
10850	10850	jurisdiction of organization or the organic rules of a merging entity.
10851	10851	(b) An agreement of merger shall be signed on behalf of each
10852	10852	merging entity, except under the circumstances stated in K.S.A. 2022
10853	10853	Supp. 17-78-203(c), and amendments thereto, in which case the agreement
10854	10854	of merger shall only be signed on behalf of the merging entity that owns at
10855	10855	least 90% of the interests of a domestic corporation or corporations.
10856	10856	(c) An agreement of merger may contain any other provision not
10857	10857	prohibited by law.
10858	10858	Sec. 55. K.S.A. 2022 Supp. 17-78-203 is hereby amended to read as
10859	10859	follows: 17-78-203. (a) Except as provided in subsection (c), an agreement
10860	10860	of merger is not effective unless it has been approved:
10861	10861	(1) By a domestic merging entity:
10862	10862	(A) In accordance with the requirements, if any, in its organic law and
10863	10863	organic rules for approval of:
10864	10864	(i) In the case of an entity that is not a corporation, a merger; or
10865	10865	(ii) in the case of a corporation, a merger requiring approval by a vote
10866	10866	of the interest holders of the corporation; or
10867	10867	(B) if neither its organic law nor organic rules provide for approval of
10868	10868	a merger described in subparagraph (A), by all of the interest holders of
10869	10869	the entity entitled to vote on or consent to any matter; and
10870	10870	(2) in a record, by each interest holder of a domestic merging entity
10871	10871	that will have interest holder liability for liabilities that arise after the
10872	10872	merger becomes effective, unless, in the case of an entity that is not a
10873	10873	corporation:
10874	10874	(A) The organic rules of the entity provide in a record for the
10875	10875	approval of a merger in which some or all of its interest holders become
10876	10876	subject to interest holder liability by the vote or consent of fewer than all
10877	10877	of the interest holders; and
10878	10878	(B) the interest holder voted for or consented in a record to that
10879	10879	provision of the organic rules or became an interest holder after the
10880	10880	adoption of that provision.
10881	10881	(b) A merger involving a foreign merging entity is not effective
10882	10882	unless it is approved by the foreign entity in accordance with the law of
10883	10883	the foreign entity's jurisdiction of organization.
10884	10884	(c) If a merging entity owns at least 90% of the interests of a
10885	10885	domestic corporation or corporations, other than a domestic corporation
10886	10886	that has in its articles of incorporation the provisions required by K.S.A.
10887	10887	17-6701(g)(7)(B), and amendments thereto, of which there are interests
10888	10888	that, absent this subsection would be entitled to approve an agreement of
10889	10889	1
10890	10890	2
10891	10891	3
10892	10892	4
10893	10893	5
10894	10894	6
10895	10895	7
10896	10896	8
10897	10897	9
10898	10898	10
10899	10899	11
10900	10900	12
10901	10901	13
10902	10902	14
10903	10903	15
10904	10904	16
10905	10905	17
10906	10906	18
10907	10907	19
10908	10908	20
10909	10909	21
10910	10910	22
10911	10911	23
10912	10912	24
10913	10913	25
10914	10914	26
10915	10915	27
10916	10916	28
10917	10917	29
10918	10918	30
10919	10919	31
10920	10920	32
10921	10921	33
10922	10922	34
10923	10923	35
10924	10924	36
10925	10925	37
10926	10926	38
10927	10927	39
10928	10928	40
10929	10929	41
10930	10930	42
10931	10931	43 HB 2455 128
10932	10932	merger, an agreement of merger is effective if such merging entity has
10933	10933	approved the agreement of merger as provided in subsection (a) or (b) and
10934	10934	the approval of such domestic corporation or corporations is not required.
10935	10935	Sec. 56. K.S.A. 2022 Supp. 17-78-205 is hereby amended to read as
10936	10936	follows: 17-78-205. (a) A certificate of merger shall be signed on behalf of
10937	10937	the surviving entity and filed with the secretary of state.
10938	10938	(b) A certificate of merger shall contain:
10939	10939	(1) The name, jurisdiction of organization and type of each merging
10940	10940	entity that is not the surviving entity;
10941	10941	(2) the name, jurisdiction of organization and type of the surviving
10942	10942	entity;
10943	10943	(3) if the certificate of merger is not to be effective upon filing, the
10944	10944	later date and time on which when it will become effective, which may
10945	10945	shall not be more than 90 days after the date of filing;
10946	10946	(4) a statement that the merger was approved by each domestic
10947	10947	merging entity, if any, in accordance with K.S.A. 2022 Supp. 17-78-201
10948	10948	through 17-78-206, and amendments thereto, or if not required to be
10949	10949	approved under the circumstances stated in K.S.A. 2022 Supp. 17-78-
10950	10950	203(c), and amendments thereto, a statement that the circumstances stated
10951	10951	in K.S.A. 2022 Supp. 17-78-203(c), and amendments thereto, apply, and by
10952	10952	each foreign merging entity, if any, in accordance with the law of its
10953	10953	jurisdiction of organization;
10954	10954	(5) if the surviving entity exists before the merger and is a domestic
10955	10955	filing entity, any amendment to its public organic document approved as
10956	10956	part of the agreement of merger, which may amend and restate its public
10957	10957	organic document;
10958	10958	(6) if the surviving entity is created by the merger and is a domestic
10959	10959	filing entity, its public organic document, as an attachment;
10960	10960	(7) if the surviving entity is created by the merger and is a domestic
10961	10961	limited liability partnership, its statement of qualification, as an
10962	10962	attachment; and
10963	10963	(8) if the surviving entity is a foreign entity that is not a qualified
10964	10964	foreign entity, a mailing postal address to which the secretary of state may
10965	10965	send any process served on the secretary of state pursuant to subsection (e)
10966	10966	of K.S.A. 2022 Supp. 17-78-206(e), and amendments thereto.
10967	10967	(c) In addition to the requirements of subsection (b), a certificate of
10968	10968	merger may contain any other provision not prohibited by law.
10969	10969	(d) If the surviving entity is a domestic entity, its name and any
10970	10970	attached public organic document shall satisfy the requirements of the law
10971	10971	of this state, except that it does not need to be signed and may omit any
10972	10972	provision that is not required to be included in a restatement of the public
10973	10973	organic document. If the surviving entity is a qualified foreign entity, its
10974	10974	name shall satisfy the requirements of the law of this state.
10975	10975	1
10976	10976	2
10977	10977	3
10978	10978	4
10979	10979	5
10980	10980	6
10981	10981	7
10982	10982	8
10983	10983	9
10984	10984	10
10985	10985	11
10986	10986	12
10987	10987	13
10988	10988	14
10989	10989	15
10990	10990	16
10991	10991	17
10992	10992	18
10993	10993	19
10994	10994	20
10995	10995	21
10996	10996	22
10997	10997	23
10998	10998	24
10999	10999	25
11000	11000	26
11001	11001	27
11002	11002	28
11003	11003	29
11004	11004	30
11005	11005	31
11006	11006	32
11007	11007	33
11008	11008	34
11009	11009	35
11010	11010	36
11011	11011	37
11012	11012	38
11013	11013	39
11014	11014	40
11015	11015	41
11016	11016	42
11017	11017	43 HB 2455 129
11018	11018	(e) An agreement of merger that is signed on behalf of all of the
11019	11019	merging entities, or under the circumstances stated in K.S.A. 2022 Supp.
11020	11020	17-78-203(c), and amendments thereto, only signed on behalf of the
11021	11021	merging entity that owns at least 90% of the interest of a domestic
11022	11022	corporation or corporations, and meets all of the requirements of
11023	11023	subsection (b) may be filed with the secretary of state instead of a
11024	11024	certificate of merger and upon filing has the same effect. If an agreement
11025	11025	of merger is filed as provided in this subsection, references in this act to a
11026	11026	certificate of merger refer to the agreement of merger filed under this
11027	11027	subsection.
11028	11028	(f) A certificate of merger becomes effective upon the date and time
11029	11029	of filing or the later date and time specified in the certificate of merger.
11030	11030	Sec. 57. K.S.A. 2022 Supp. 17-78-302 is hereby amended to read as
11031	11031	follows: 17-78-302. (a) A domestic entity may be the acquired entity in an
11032	11032	interest exchange under K.S.A. 2022 Supp. 17-78-301 through 17-78-306,
11033	11033	and amendments thereto, by approving an agreement of interest exchange.
11034	11034	The agreement shall be in a record and contain:
11035	11035	(1) The name and type of the acquired entity;
11036	11036	(2) the name, jurisdiction of organization and type of the acquiring
11037	11037	entity;
11038	11038	(3) the manner of converting the interests in the acquired entity into
11039	11039	interests, securities, obligations, rights to acquire interests or securities,
11040	11040	cash, or other property or any combination of the foregoing thereof;
11041	11041	(4) any proposed amendments to the public organic document or
11042	11042	private organic rules, which may amend and restate its public organic
11043	11043	document or its private organic rules or both, that are, or are proposed to
11044	11044	be, in a record of the acquired entity;
11045	11045	(5) the other terms and conditions of the interest exchange; and
11046	11046	(6) any other provision required by the law of this state or the organic
11047	11047	rules of the acquired entity.
11048	11048	(b) An agreement of interest exchange may contain any other
11049	11049	provision not prohibited by law.
11050	11050	Sec. 58. K.S.A. 2022 Supp. 17-78-606 is hereby amended to read as
11051	11051	follows: 17-78-606. This act modifies, limits and supersedesIn the event
11052	11052	that any provision of article 78 of chapter 17 of the Kansas Statutes
11053	11053	Annotated, and amendments thereto, is deemed to modify, limit or
11054	11054	supersede the federal electronic signatures in global and national
11055	11055	commerce act 15, U.S.C. § 7001 et seq., but does not modify, limit or
11056	11056	supersede section 101(c) of that act 15 U.S.C. § 7001(c) or authorize
11057	11057	electronic delivery of any of the notices described in section 103(b) of that
11058	11058	act the provisions of this article shall control to the fullest extent permitted
11059	11059	by 15 U.S.C. § 7003(b) 7002(a)(2).
11060	11060	Sec. 59. K.S.A. 2022 Supp. 17-7914 is hereby amended to read as
11061	11061	1
11062	11062	2
11063	11063	3
11064	11064	4
11065	11065	5
11066	11066	6
11067	11067	7
11068	11068	8
11069	11069	9
11070	11070	10
11071	11071	11
11072	11072	12
11073	11073	13
11074	11074	14
11075	11075	15
11076	11076	16
11077	11077	17
11078	11078	18
11079	11079	19
11080	11080	20
11081	11081	21
11082	11082	22
11083	11083	23
11084	11084	24
11085	11085	25
11086	11086	26
11087	11087	27
11088	11088	28
11089	11089	29
11090	11090	30
11091	11091	31
11092	11092	32
11093	11093	33
11094	11094	34
11095	11095	35
11096	11096	36
11097	11097	37
11098	11098	38
11099	11099	39
11100	11100	40
11101	11101	41
11102	11102	42
11103	11103	43 HB 2455 130
11104	11104	follows: 17-7914. (a) Any document required to be filed by this act with
11105	11105	the secretary of state may be filed by telefacsimile or electronic
11106	11106	communication. If such telefacsimile or electronic communication is
11107	11107	accompanied with the appropriate fees, and meets the statutory
11108	11108	requirements, it shall be effective upon its filing date or future effective
11109	11109	date as prescribed in the document. The secretary of state shall prescribe a
11110	11110	telefacsimile or electronic communication fee in addition to any filing fees
11111	11111	to cover the cost of the services. The fee must be paid prior to acceptance
11112	11112	of a telefacsimile or electronic communication under this section. The
11113	11113	telefacsimile or electronic communication fee shall be deposited into the
11114	11114	information and services fee fund.
11115	11115	(b) As used in this act, "telefacsimile or electronic communication"
11116	11116	means the use of electronic equipment to send or transfer a document,
11117	11117	including attachment to an electronic mail or direct upload. This section
11118	11118	shall not be construed so as to require the secretary of state to accept any
11119	11119	filing through electronic mail any particular means. The secretary of state
11120	11120	may designate acceptable types or formats of telefacsimile or electronic
11121	11121	communication for filing documents pursuant to this act.
11122	11122	(c) This section shall take effect on and after January 1, 2015.
11123	11123	Sec. 60. K.S.A. 2022 Supp. 17-7918 is hereby amended to read as
11124	11124	follows: 17-7918. (a) Except as otherwise provided in subsection (b), the
11125	11125	names of all covered entities, except for banks, savings and loan
11126	11126	associations and savings banks, must be distinguishable on the records of
11127	11127	the office of the secretary of state from:
11128	11128	(1) The name of any other covered entity or foreign covered entity;
11129	11129	(2) the name of any non-covered entity, other than a general
11130	11130	partnership, that has filed with the office of the secretary of state, including
11131	11131	a series of a limited liability company for which a certificate of
11132	11132	designation has been filed;
11133	11133	(3) any entity name reserved pursuant to K.S.A. 2022 Supp. 17-7923,
11134	11134	and amendments thereto; and
11135	11135	(4) the name of any other covered entity, series of a limited liability
11136	11136	company or foreign covered entity whose public organic documents,
11137	11137	certificate of designation or foreign registration has been canceled or
11138	11138	forfeited for any reason within the previous one year.
11139	11139	(b) A covered entity may register under any name that is not
11140	11140	distinguishable on the records of the office of the secretary of state from
11141	11141	the name of any other covered entity or non-covered entity that has filed
11142	11142	with the office of the secretary of state with the written consent of the
11143	11143	other entity, which written consent shall be filed with the secretary of state
11144	11144	on a form prescribed by the secretary of state.
11145	11145	(c) A covered entity may use a name that is not distinguishable from a
11146	11146	name described in subsection (a)(1) through (3) if the entity delivers to the
11147	11147	1
11148	11148	2
11149	11149	3
11150	11150	4
11151	11151	5
11152	11152	6
11153	11153	7
11154	11154	8
11155	11155	9
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11157	11157	11
11158	11158	12
11159	11159	13
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11162	11162	16
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11172	11172	26
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11174	11174	28
11175	11175	29
11176	11176	30
11177	11177	31
11178	11178	32
11179	11179	33
11180	11180	34
11181	11181	35
11182	11182	36
11183	11183	37
11184	11184	38
11185	11185	39
11186	11186	40
11187	11187	41
11188	11188	42
11189	11189	43 HB 2455 131
11190	11190	secretary of state a certified copy of a final judgment of a court of
11191	11191	competent jurisdiction establishing the right of the entity to use the name
11192	11192	in this state.
11193	11193	Sec. 61. K.S.A. 2022 Supp. 17-7919 is hereby amended to read as
11194	11194	follows: 17-7919. (a) The name of a corporation, except for banks, savings
11195	11195	and loan associations, savings banks and public benefit corporations, shall
11196	11196	contain:
11197	11197	(1) One of the following words: "Association"; "church" or well-
11198	11198	recognized words for religious institutions; "college"; "company";
11199	11199	"corporation"; "club"; "foundation"; "fund"; "incorporated"; "institute";
11200	11200	"society"; "union"; "university"; "syndicate" or "limited";
11201	11201	(2) one of the following abbreviations: "Co."; "corp."; "inc." or "ltd.";
11202	11202	or
11203	11203	(3) words or abbreviations of like import in other languages if they
11204	11204	are written in Roman characters or letters.
11205	11205	(b) The name of a public benefit corporation shall contain either or
11206	11206	both of one of the words, abbreviations or designations in subsection (a)
11207	11207	or:
11208	11208	(1) The words "public benefit corporation";
11209	11209	(2) the abbreviation "P.B.C.";
11210	11210	(3) the designation "PBC"; or
11211	11211	(4) words or abbreviations of like import in other languages if they
11212	11212	are written in Roman characters or letters.
11213	11213	Sec. 62. K.S.A. 2022 Supp. 17-7924 is hereby amended to read as
11214	11214	follows: 17-7924. (a) Every covered entity shall have and maintain in this
11215	11215	state a registered office which that may, but need not be, the same as its
11216	11216	place of business.
11217	11217	(b) Whenever the term "principal office or place of business in this
11218	11218	state" or "principal office or place of business of the (applicable covered
11219	11219	entity) in this state," or other term of like import, is or has been used in the
11220	11220	covered entity's public organic documents, or in any other document or in
11221	11221	any statute other than the Kansas uniform commercial code, unless the
11222	11222	context indicates otherwise, it shall be deemed to mean and refer to the
11223	11223	covered entity's registered office required by this section, and it shall not
11224	11224	be necessary for any covered entity to amend its public organic documents
11225	11225	or any other document to comply with this section.
11226	11226	(c) As contained in any covered entity's organic documents or other
11227	11227	document filed with the secretary of state under the business entity
11228	11228	standard treatment act, the postal address of a registered office shall
11229	11229	include the street, number, city and postal code building and suite number,
11230	11230	street name or rural route number with box number, city, state and zip
11231	11231	code.
11232	11232	Sec. 63. K.S.A. 2022 Supp. 17-7929 is hereby amended to read as
11233	11233	1
11234	11234	2
11235	11235	3
11236	11236	4
11237	11237	5
11238	11238	6
11239	11239	7
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11244	11244	12
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11257	11257	25
11258	11258	26
11259	11259	27
11260	11260	28
11261	11261	29
11262	11262	30
11263	11263	31
11264	11264	32
11265	11265	33
11266	11266	34
11267	11267	35
11268	11268	36
11269	11269	37
11270	11270	38
11271	11271	39
11272	11272	40
11273	11273	41
11274	11274	42
11275	11275	43 HB 2455 132
11276	11276	follows: 17-7929. (a) The resident agent of one or more a covered entities
11277	11277	entity, including a resident agent that no longer qualifies to be a resident
11278	11278	agent under K.S.A. 2022 Supp. 17-7925, and amendments thereto, may
11279	11279	resign without appointing a successor by paying a fee if authorized by law,
11280	11280	as provided by K.S.A. 2022 Supp. 17-7910, and amendments thereto, and
11281	11281	filing a certificate of resignation, with the secretary of state stating that the
11282	11282	resident agent resigns as resident agent for the covered entity or entities
11283	11283	identified in the certificate, but such resignation shall not become effective
11284	11284	until 30 days after the certificate is filed. The certificate shall be executed
11285	11285	by the resident agent, shall contain a statement that written notice of
11286	11286	resignation was given to each affected covered entity at least 30 days prior
11287	11287	to the filing of the certificate by mailing or delivering such notice to the
11288	11288	covered entity at its address last known to the resident agent and shall set
11289	11289	forth the date of such notice. The certificate shall also include the postal
11290	11290	address and name and contact information of an officer, director,
11291	11291	employee or designated agent who is then authorized to receive
11292	11292	communications from the resident agent with respect to the affected
11293	11293	covered entities last known to the resident agent, and such information
11294	11294	shall not be deemed public information and will not constitute a public
11295	11295	record as defined in K.S.A. 45-217, and amendments thereto.
11296	11296	(b) After receipt of the notice of the resignation of its resident agent,
11297	11297	provided for in subsection (a), any covered entity for which such resident
11298	11298	agent was acting shall obtain and designate a new resident agent to take
11299	11299	the place of the resident agent so resigning. Such covered entity shall pay a
11300	11300	fee if authorized by law, as provided by K.S.A. 2022 Supp. 17-7910, and
11301	11301	amendments thereto, and file with the secretary of state a certificate setting
11302	11302	forth the name and postal address of the successor resident agent. Upon
11303	11303	such filing, the successor resident agent shall become the resident agent of
11304	11304	such covered entity and the successor resident agent's postal address, as
11305	11305	stated in such certificate, shall become the postal address of the covered
11306	11306	entity's registered office in this state. If such covered entity fails to obtain
11307	11307	and designate a new resident agent as aforesaid, prior to the expiration of
11308	11308	the period of 60 days after the filing by the resident agent of the certificate
11309	11309	of resignation, the secretary of state shall declare the entity's organizing
11310	11310	documents forfeited.
11311	11311	(c) After the resignation of the resident agent shall have become
11312	11312	effective, as provided in subsection (a), and if no new resident agent shall
11313	11313	have been obtained and designated in the time and manner provided for in
11314	11314	subsection (b), service of legal process against the covered entity, or in the
11315	11315	case of a domestic or foreign limited liability company, any series of such
11316	11316	limited liability company, for which the resigned resident agent had been
11317	11317	acting shall thereafter be upon the secretary of state in the manner
11318	11318	prescribed by K.S.A. 60-304, and amendments thereto.
11319	11319	1
11320	11320	2
11321	11321	3
11322	11322	4
11323	11323	5
11324	11324	6
11325	11325	7
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11347	11347	29
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11349	11349	31
11350	11350	32
11351	11351	33
11352	11352	34
11353	11353	35
11354	11354	36
11355	11355	37
11356	11356	38
11357	11357	39
11358	11358	40
11359	11359	41
11360	11360	42
11361	11361	43 HB 2455 133
11362	11362	(d) Any covered entity affected by the filing of a certificate under this
11363	11363	section shall not be required to take any further action to amend its public
11364	11364	organic documents to reflect a change of registered office or resident
11365	11365	agent.
11366	11366	Sec. 64. K.S.A. 2022 Supp. 17-7933 is hereby amended to read as
11367	11367	follows: 17-7933. (a) Except as otherwise provided in subsection (b), the
11368	11368	names of all foreign covered entities must be distinguishable on the
11369	11369	records of the office of the secretary of state from:
11370	11370	(1) The name of any covered entity or foreign covered entity;
11371	11371	(2) the name of any non-covered entity, other than a general
11372	11372	partnership, that has filed with the secretary of state, including a series of a
11373	11373	limited liability company for which a certificate of designation has been
11374	11374	filed;
11375	11375	(3) any entity name reserved pursuant to K.S.A. 2022 Supp. 17-7923,
11376	11376	and amendments thereto; and
11377	11377	(4) the name of any other covered entity, series of a limited liability
11378	11378	company or foreign covered entity whose public organic document,
11379	11379	certificate of designation or foreign registration has been canceled or
11380	11380	forfeited for any reason within the previous one year.
11381	11381	(b) A foreign covered entity may register under any name that is not
11382	11382	distinguishable on the records of the office of the secretary of state from
11383	11383	the name of any other covered entity or non-covered entity that has filed
11384	11384	with the office of the secretary of state:
11385	11385	(1) With the written consent of the other entity, which written consent
11386	11386	shall be filed with the secretary of state on a form prescribed by the
11387	11387	secretary of state; or
11388	11388	(2) if the foreign covered entity indicates, as a means of identification
11389	11389	and in its advertising within this state, the state in which the foreign
11390	11390	covered entity was formed, and the application sets forth this condition.
11391	11391	Sec. 65. K.S.A. 2022 Supp. 56-1a605 is hereby amended to read as
11392	11392	follows: 56-1a605. (a) The secretary of state shall charge each domestic
11393	11393	and foreign limited partnership the following fees:
11394	11394	(1) For issuing or filing and indexing any of the documents described
11395	11395	below, a fee of $20:
11396	11396	(A) A certificate of amendment of limited partnership;
11397	11397	(B) a restated certificate of limited partnership;
11398	11398	(C) a certificate of cancellation of limited partnership;
11399	11399	(D) a certificate of change of location of registered office or
11400	11400	registered agent; and
11401	11401	(E) any certificate, affidavit, agreement or any other paper provided
11402	11402	for in this act, for which no different fee is specifically prescribed;
11403	11403	(2) for certified copies, a fee of $7.50 for each copy certified plus a
11404	11404	fee per page, if, regardless of whether the secretary of state supplies the
11405	11405	1
11406	11406	2
11407	11407	3
11408	11408	4
11409	11409	5
11410	11410	6
11411	11411	7
11412	11412	8
11413	11413	9
11414	11414	10
11415	11415	11
11416	11416	12
11417	11417	13
11418	11418	14
11419	11419	15
11420	11420	16
11421	11421	17
11422	11422	18
11423	11423	19
11424	11424	20
11425	11425	21
11426	11426	22
11427	11427	23
11428	11428	24
11429	11429	25
11430	11430	26
11431	11431	27
11432	11432	28
11433	11433	29
11434	11434	30
11435	11435	31
11436	11436	32
11437	11437	33
11438	11438	34
11439	11439	35
11440	11440	36
11441	11441	37
11442	11442	38
11443	11443	39
11444	11444	40
11445	11445	41
11446	11446	42
11447	11447	43 HB 2455 134
11448	11448	copies, in an amount fixed by the secretary of state and approved by the
11449	11449	director of accounts and reports for copies of corporate documents under
11450	11450	K.S.A. 45-204 and amendments thereto;
11451	11451	(3) for each certificate of good standing and certificate of fact issued
11452	11452	by the secretary of state, a fee of $7.50;
11453	11453	(4) for a report of record search, a fee of $5, but furnishing the
11454	11454	following information shall not be considered a record search and no
11455	11455	charge shall be made therefor: name of the limited partnership and the
11456	11456	postal address of its registered office; name and postal address of the
11457	11457	resident agent; the state of the limited partnership's formation; the date of
11458	11458	filing of its certificate of limited partnership or business entity information
11459	11459	report; and date of expiration; and
11460	11460	(5) for photocopies of instrumentsa fee of $20 for a copy of an
11461	11461	instrument on file or prepared by the secretary of state's office and which
11462	11462	are not, whether or not the copy is certified, a fee per page in an amount
11463	11463	fixed by the secretary of state and approved by the director of accounts and
11464	11464	reports for copies of corporate documents under K.S.A. 45-204 and
11465	11465	amendments thereto.
11466	11466	(b) Every limited partnership hereafter formed in this state shall pay
11467	11467	to the secretary of state at the time of filing its certificate of limited
11468	11468	partnership, an application and recording fee of $150.
11469	11469	(c) At the time of filing its application to do business, every foreign
11470	11470	limited partnership shall pay to the secretary of state an application and
11471	11471	recording fee of $150.
11472	11472	(d) The secretary of state shall not charge any fees for the documents
11473	11473	or services described in this section upon an official request by any agency
11474	11474	of this state or of the United States, or by any officer or employee thereof.
11475	11475	Sec. 66. K.S.A. 2022 Supp. 56-1a606 is hereby amended to read as
11476	11476	follows: 56-1a606. (a) Every limited partnership organized under the laws
11477	11477	of this state shall make a written business entity information report to the
11478	11478	secretary of state, stating the prescribed information concerning the limited
11479	11479	partnership at the close of business on the last day of its tax period next
11480	11480	preceding the date of filing. If the limited partnership's tax period is other
11481	11481	than the calendar year, it shall give notice of its different tax period to the
11482	11482	secretary of state prior to December 31 of the year it commences the
11483	11483	different tax period.
11484	11484	(b) The report shall be filed biennially, as determined by the year that
11485	11485	the limited partnership filed its formation documents. A limited partnership
11486	11486	that filed formation documents in an even-numbered year shall file a report
11487	11487	in each even-numbered year. A limited partnership that filed formation
11488	11488	documents in an odd-numbered year shall file a report in each odd-
11489	11489	numbered year. The report shall be filed after the close of the limited
11490	11490	partnership's tax period but not later than at the time prescribed by law for
11491	11491	1
11492	11492	2
11493	11493	3
11494	11494	4
11495	11495	5
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11497	11497	7
11498	11498	8
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11504	11504	14
11505	11505	15
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11510	11510	20
11511	11511	21
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11515	11515	25
11516	11516	26
11517	11517	27
11518	11518	28
11519	11519	29
11520	11520	30
11521	11521	31
11522	11522	32
11523	11523	33
11524	11524	34
11525	11525	35
11526	11526	36
11527	11527	37
11528	11528	38
11529	11529	39
11530	11530	40
11531	11531	41
11532	11532	42
11533	11533	43 HB 2455 135
11534	11534	filing the limited partnership's annual Kansas income tax return.
11535	11535	(c) The report shall be made on a form prescribed by the secretary of
11536	11536	state and shall contain the following information:
11537	11537	(1) The name of the limited partnership; and
11538	11538	(2) a list of the partners owning at least 5% of the capital of the
11539	11539	partnership, with the postal address of each; and
11540	11540	(3) the location of the principal office, including the building and
11541	11541	suite number, street name or rural route number with box number, city,
11542	11542	state and zip code.
11543	11543	(d) Every limited partnership subject to the provisions of this section
11544	11544	that is a limited agricultural partnership, as defined in K.S.A. 17-5903, and
11545	11545	amendments thereto, and that holds agricultural land, as defined in K.S.A.
11546	11546	17-5903, and amendments thereto, within this state shall show the
11547	11547	following additional information on the report:
11548	11548	(1) The number of acres and location, listed by section, range,
11549	11549	township and county of each lot, tract or parcel of agricultural land in this
11550	11550	state owned or leased by the limited partnership; and
11551	11551	(2) whether any of the agricultural land held and reported under
11552	11552	paragraph (1) was acquired after July 1, 1981.
11553	11553	(e) The report shall be signed by the general partner or partners of the
11554	11554	limited partnership under penalty of perjury and forwarded to the secretary
11555	11555	of state.
11556	11556	(f) At the time of filing its business entity information report, the
11557	11557	limited partnership shall pay to the secretary of state a fee in an amount
11558	11558	equal to $80, plus the amount specified in rules and regulations of the
11559	11559	secretary multiplied by the number of tax periods included in the report.
11560	11560	(g) The provisions of K.S.A. 17-7509, and amendments thereto,
11561	11561	relating to penalties for failure of a corporation to file a business entity
11562	11562	information report or pay the required fee, and the provisions of K.S.A.
11563	11563	17-7510(a), and amendments thereto, relating to forfeiture of a domestic
11564	11564	corporation's articles of incorporation for failure to file a business entity
11565	11565	information report or pay the required fee, shall be applicable to the
11566	11566	certificate of partnership of any limited partnership which that fails to file
11567	11567	its business entity information report or pay the required fee within 90
11568	11568	days of the time prescribed in this section for filing and paying the same
11569	11569	or, in the case of a report filing and fee received by mail, postmarked
11570	11570	within 90 days of the time prescribed in this section for filing and paying
11571	11571	the same. Whenever the certificate of partnership of a limited partnership
11572	11572	is forfeited for failure to file a business entity information report or to pay
11573	11573	the required fee, the limited partnership may be reinstated by filing a
11574	11574	certificate of reinstatement, in the manner and form to be prescribed by the
11575	11575	secretary of state, and all past due business entity information reports for
11576	11576	the immediately preceding 10 years, and payment to the secretary an
11577	11577	1
11578	11578	2
11579	11579	3
11580	11580	4
11581	11581	5
11582	11582	6
11583	11583	7
11584	11584	8
11585	11585	9
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11593	11593	17
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11597	11597	21
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11601	11601	25
11602	11602	26
11603	11603	27
11604	11604	28
11605	11605	29
11606	11606	30
11607	11607	31
11608	11608	32
11609	11609	33
11610	11610	34
11611	11611	35
11612	11612	36
11613	11613	37
11614	11614	38
11615	11615	39
11616	11616	40
11617	11617	41
11618	11618	42
11619	11619	43 HB 2455 136
11620	11620	amount equal to all fees and any penalties due. The fee for filing a
11621	11621	certificate of reinstatement shall be the same as that prescribed by K.S.A.
11622	11622	17-7506, and amendments thereto, for filing a certificate of reinstatement
11623	11623	of a corporation's articles of incorporation.
11624	11624	Sec. 67. K.S.A. 2022 Supp. 56-1a607 is hereby amended to read as
11625	11625	follows: 56-1a607. (a) Every foreign limited partnership shall make a
11626	11626	written business entity information report to the secretary of state, stating
11627	11627	the prescribed information concerning the limited partnership at the close
11628	11628	of business on the last day of its tax period next preceding the date of
11629	11629	filing. If the limited partnership's tax period is other than the calendar year,
11630	11630	it shall give notice of its different tax period to the secretary of state prior
11631	11631	to December 31 of the year it commences the different tax period.
11632	11632	(b) The report shall be filed biennially, as determined by the year that
11633	11633	the foreign limited partnership filed its foreign limited partnership
11634	11634	application. A foreign limited partnership that filed its application in an
11635	11635	even-numbered year shall file a report in each even-numbered year. A
11636	11636	foreign limited partnership that filed its application in an odd-numbered
11637	11637	year shall file a report in each odd-numbered year. The report shall be filed
11638	11638	after the close of the limited partnership's tax period but not later than at
11639	11639	the time prescribed by law for filing the limited partnership's annual
11640	11640	Kansas income tax return.
11641	11641	(c) The report shall be made on a form prescribed by the secretary of
11642	11642	state and shall contain:
11643	11643	(1) The name of the limited partnership; and
11644	11644	(2) the location of the principal office, including the building and
11645	11645	suite number, street name or rural route number with box number, city,
11646	11646	state and zip code.
11647	11647	(d) Every foreign limited partnership subject to the provisions of this
11648	11648	section that is a limited agricultural partnership, as defined in K.S.A. 17-
11649	11649	5903, and amendments thereto, and that holds agricultural land, as defined
11650	11650	in K.S.A. 17-5903, and amendments thereto, within this state shall show
11651	11651	the following additional information on the report:
11652	11652	(1) The number of acres and location, listed by section, range,
11653	11653	township and county of agricultural land in this state owned or leased by
11654	11654	the limited partnership; and
11655	11655	(2) whether any of the agricultural land held and reported under
11656	11656	paragraph (1) was acquired after July 1, 1981.
11657	11657	(e) The report shall be signed by the general partner or partners of the
11658	11658	limited partnership under penalty of perjury and forwarded to the secretary
11659	11659	of state.
11660	11660	(f) At the time of filing its business entity information report, the
11661	11661	foreign limited partnership shall pay to the secretary of state a fee in an
11662	11662	amount equal to $80, plus the amount specified in rules and regulations of
11663	11663	1
11664	11664	2
11665	11665	3
11666	11666	4
11667	11667	5
11668	11668	6
11669	11669	7
11670	11670	8
11671	11671	9
11672	11672	10
11673	11673	11
11674	11674	12
11675	11675	13
11676	11676	14
11677	11677	15
11678	11678	16
11679	11679	17
11680	11680	18
11681	11681	19
11682	11682	20
11683	11683	21
11684	11684	22
11685	11685	23
11686	11686	24
11687	11687	25
11688	11688	26
11689	11689	27
11690	11690	28
11691	11691	29
11692	11692	30
11693	11693	31
11694	11694	32
11695	11695	33
11696	11696	34
11697	11697	35
11698	11698	36
11699	11699	37
11700	11700	38
11701	11701	39
11702	11702	40
11703	11703	41
11704	11704	42
11705	11705	43 HB 2455 137
11706	11706	the secretary multiplied by the number of tax periods included in the
11707	11707	report.
11708	11708	(g) The provisions of K.S.A. 17-7509, and amendments thereto,
11709	11709	relating to penalties for failure of a corporation to file a business entity
11710	11710	information report or pay the required fee, and the provisions of K.S.A.
11711	11711	17-7510(b), and amendments thereto, relating to forfeiture of a foreign
11712	11712	corporation's authority to do business in this state for failure to file a
11713	11713	business entity information report or pay the required fee, shall be
11714	11714	applicable to the authority of any foreign limited partnership which that
11715	11715	fails to file its business entity information report or pay the required fee
11716	11716	within 90 days of the time prescribed in this section for filing and paying
11717	11717	the same or, in the case of a report filing and fee received by mail,
11718	11718	postmarked within 90 days of the time prescribed in this section for filing
11719	11719	and paying the same. Whenever the authority of a foreign limited
11720	11720	partnership to do business in this state is forfeited for failure to file a
11721	11721	business entity information report or to pay the required fee, the foreign
11722	11722	limited partnership's authority to do business in this state may be reinstated
11723	11723	by filing a certificate of reinstatement, in the manner and form to be
11724	11724	prescribed by the secretary of state, and all past due business entity
11725	11725	information reports for the immediately preceding 10 years, and payment
11726	11726	to the secretary of state an amount equal to all fees and any penalties due.
11727	11727	The fee for filing a certificate of reinstatement shall be the same as that
11728	11728	prescribed by K.S.A. 17-7506, and amendments thereto, for filing a
11729	11729	certificate of reinstatement of a corporation's articles of incorporation.
11730	11730	Sec. 68. K.S.A. 56a-105 is hereby amended to read as follows: 56a-
11731	11731	105. (a) A statement may be filed in the office of the secretary of state. A
11732	11732	certified copy of a statement that is filed in an office in another state may
11733	11733	be filed in the office of the secretary of state. Any statement may be filed
11734	11734	by telefacsimile or electronic communication if the telefacsimile or
11735	11735	electronic communication is accompanied with the appropriate fee and
11736	11736	meets statutory requirements it shall be effective upon its filing date. Each
11737	11737	filing has the effect provided in this act with respect to partnership
11738	11738	property located in or transactions that occur in this state.
11739	11739	(b) A certified copy of a statement that has been filed in the office of
11740	11740	the secretary of state and recorded in the office for recording transfers of
11741	11741	real property has the effect provided for recorded statements in this act. A
11742	11742	recorded statement that is not a certified copy of a statement filed in the
11743	11743	office of the secretary of state does not have the effect provided for
11744	11744	recorded statements in this act.
11745	11745	(c) A statement filed by a partnership must be executed by at least
11746	11746	two partners. Other statements must be executed by a partner or other
11747	11747	person authorized by this act. An individual who executes a statement as,
11748	11748	or on behalf of, a partner or other person named as a partner in a statement
11749	11749	1
11750	11750	2
11751	11751	3
11752	11752	4
11753	11753	5
11754	11754	6
11755	11755	7
11756	11756	8
11757	11757	9
11758	11758	10
11759	11759	11
11760	11760	12
11761	11761	13
11762	11762	14
11763	11763	15
11764	11764	16
11765	11765	17
11766	11766	18
11767	11767	19
11768	11768	20
11769	11769	21
11770	11770	22
11771	11771	23
11772	11772	24
11773	11773	25
11774	11774	26
11775	11775	27
11776	11776	28
11777	11777	29
11778	11778	30
11779	11779	31
11780	11780	32
11781	11781	33
11782	11782	34
11783	11783	35
11784	11784	36
11785	11785	37
11786	11786	38
11787	11787	39
11788	11788	40
11789	11789	41
11790	11790	42
11791	11791	43 HB 2455 138
11792	11792	shall personally declare under penalty of perjury that the contents of the
11793	11793	statement are accurate.
11794	11794	(d) A person authorized by this act to file a statement may amend or
11795	11795	cancel the statement by filing an amendment or cancellation that names the
11796	11796	partnership, identifies the statement, and states the substance of the
11797	11797	amendment or cancellation.
11798	11798	(e) A person who files a statement pursuant to this section shall
11799	11799	promptly send a copy of the statement to every nonfiling partner and to
11800	11800	any other person named as a partner in the statement. Failure to send a
11801	11801	copy of a statement to a partner or other person does not limit the
11802	11802	effectiveness of the statement as to a person not a partner.
11803	11803	(f) The secretary of state may collect a fee for filing or providing a
11804	11804	certified copy of a statement. The officer responsible for recording
11805	11805	transfers of real property may collect a fee for recording a statement.
11806	11806	(g) The secretary of state shall set by rules and regulations any fees
11807	11807	provided by this act.
11808	11808	(h) The secretary of state shall prescribe a telefacsimile or electronic
11809	11809	communication fee in addition to any filing fees to cover the costs of the
11810	11810	services. The fee must be paid prior to acceptance of a telefacsimile
11811	11811	communication under this section. The telefacsimile or electronic
11812	11812	communication fee shall be deposited into the information and copy fee
11813	11813	fund. As used in this section, telefacsimile or electronic communication
11814	11814	means the use of electronic equipment to send or transfer a document,
11815	11815	including as an attachment to electronic mail or direct upload.
11816	11816	(i) Any signature on documents authorized to be filed with the
11817	11817	secretary of state under the provisions of this chapter may be a facsimile, a
11818	11818	conformed signature, an electronic signature or an electronically
11819	11819	transmitted signature.
11820	11820	Sec. 69. K.S.A. 2022 Supp. 56a-1201 is hereby amended to read as
11821	11821	follows: 56a-1201. (a) Every limited liability partnership organized under
11822	11822	the laws of this state shall make a written business entity information
11823	11823	report to the secretary of state, stating the prescribed information
11824	11824	concerning the limited liability partnership at the close of business on the
11825	11825	last day of its tax period next preceding the date of filing. If the limited
11826	11826	liability partnership's tax period is other than the calendar year, it shall
11827	11827	give notice of its different tax period in writing to the secretary of state
11828	11828	prior to December 31 of the year it commences the different tax period.
11829	11829	(b) The report shall be filed biennially, as determined by the year that
11830	11830	the limited liability partnership filed its limited liability partnership
11831	11831	formation documents. A limited liability partnership that filed formation
11832	11832	documents in an even-numbered year shall file a report in each even-
11833	11833	numbered year. A limited liability partnership that filed formation
11834	11834	documents in an odd-numbered year shall file a report in each odd-
11835	11835	1
11836	11836	2
11837	11837	3
11838	11838	4
11839	11839	5
11840	11840	6
11841	11841	7
11842	11842	8
11843	11843	9
11844	11844	10
11845	11845	11
11846	11846	12
11847	11847	13
11848	11848	14
11849	11849	15
11850	11850	16
11851	11851	17
11852	11852	18
11853	11853	19
11854	11854	20
11855	11855	21
11856	11856	22
11857	11857	23
11858	11858	24
11859	11859	25
11860	11860	26
11861	11861	27
11862	11862	28
11863	11863	29
11864	11864	30
11865	11865	31
11866	11866	32
11867	11867	33
11868	11868	34
11869	11869	35
11870	11870	36
11871	11871	37
11872	11872	38
11873	11873	39
11874	11874	40
11875	11875	41
11876	11876	42
11877	11877	43 HB 2455 139
11878	11878	numbered year. The report shall be filed after the close of the limited
11879	11879	liability partnership's tax period but not later than at the time prescribed by
11880	11880	law for filing the limited liability partnership's annual Kansas income tax
11881	11881	return.
11882	11882	(c) The report shall be made on a form prescribed by the secretary of
11883	11883	state and shall contain the following information:
11884	11884	(1) The name of the limited liability partnership; and
11885	11885	(2) a list of the partners owning at least 5% of the capital of the
11886	11886	partnership, with the postal address of for each; and
11887	11887	(3) the location of the principal office, including the building and
11888	11888	suite number, street name or rural route number with box number, city,
11889	11889	state and zip code.
11890	11890	(d) The report shall be signed by a partner of the limited liability
11891	11891	partnership under penalty of perjury and forwarded to the secretary of
11892	11892	state.
11893	11893	(e) At the time of filing its business entity information report, the
11894	11894	limited liability partnership shall pay to the secretary of state a fee in an
11895	11895	amount equal to $80, plus the amount specified in rules and regulations of
11896	11896	the secretary multiplied by the number of tax periods included in the
11897	11897	report.
11898	11898	(f) The provisions of K.S.A. 17-7509, and amendments thereto,
11899	11899	relating to penalties for failure of a corporation to file a business entity
11900	11900	information report or pay the required fee, and the provisions of K.S.A.
11901	11901	17-7510(a), and amendments thereto, relating to penalties for failure of a
11902	11902	corporation to file a business entity information report or pay the required
11903	11903	fee, shall be applicable to the statement of qualification of any limited
11904	11904	liability partnership that fails to file its business entity information report
11905	11905	or pay the required fee within 90 days of the time prescribed in this section
11906	11906	for filing and paying the same or, in the case of a report filing and fee
11907	11907	received by mail, postmarked within 90 days of the time prescribed in this
11908	11908	section for filing and paying the same. Whenever the statement of
11909	11909	qualification of a limited liability partnership is forfeited for failure to file
11910	11910	a business entity information report or to pay the required fee, the limited
11911	11911	liability partnership may be reinstated by filing a certificate of
11912	11912	reinstatement, in the manner and form to be prescribed by the secretary of
11913	11913	state, and all past due business entity information reports for the
11914	11914	immediately preceding 10 years, and payment to the secretary an amount
11915	11915	equal to all fees and any penalties due. The fee for filing a certificate of
11916	11916	reinstatement shall be the same as that prescribed by K.S.A. 17-7506, and
11917	11917	amendments thereto, for filing a certificate of reinstatement of a
11918	11918	corporation's articles of incorporation.
11919	11919	Sec. 70. K.S.A. 2022 Supp. 56a-1202 is hereby amended to read as
11920	11920	follows: 56a-1202. (a) Every foreign limited liability partnership shall
11921	11921	1
11922	11922	2
11923	11923	3
11924	11924	4
11925	11925	5
11926	11926	6
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11949	11949	29
11950	11950	30
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11952	11952	32
11953	11953	33
11954	11954	34
11955	11955	35
11956	11956	36
11957	11957	37
11958	11958	38
11959	11959	39
11960	11960	40
11961	11961	41
11962	11962	42
11963	11963	43 HB 2455 140
11964	11964	make a written business entity information report to the secretary of state,
11965	11965	stating the prescribed information concerning the foreign limited liability
11966	11966	partnership at the close of business on the last day of its tax period next
11967	11967	preceding the date of filing. If the foreign limited liability partnership's tax
11968	11968	period is other than the calendar year, it shall give notice in writing of its
11969	11969	different tax period to the secretary of state prior to December 31 of the
11970	11970	year it commences the different tax period.
11971	11971	(b) The report shall be filed biennially, as determined by the year that
11972	11972	the foreign limited liability partnership filed its foreign limited liability
11973	11973	partnership application. A foreign limited liability partnership that filed its
11974	11974	application in an even-numbered year shall file a report in each even-
11975	11975	numbered year. A foreign limited liability partnership that filed its
11976	11976	application in an odd-numbered year shall file a report in each odd-
11977	11977	numbered year. The report shall be filed after the close of the foreign
11978	11978	limited liability partnership's tax period but not later than at the time
11979	11979	prescribed by law for filing the foreign limited liability partnership's
11980	11980	annual Kansas income tax return.
11981	11981	(c) The report shall be made on a form prescribed by the secretary of
11982	11982	state and shall contain:
11983	11983	(1) The name of the foreign limited liability partnership; and
11984	11984	(2) the location of the principal office, including the building and
11985	11985	suite number, street name or rural route number with box number, city,
11986	11986	state and zip code.
11987	11987	(d) The report shall be signed by a partner of the foreign limited
11988	11988	liability partnership under penalty of perjury and forwarded to the
11989	11989	secretary of state.
11990	11990	(e) At the time of filing its business entity information report, the
11991	11991	foreign limited liability partnership shall pay to the secretary of state a fee
11992	11992	in an amount equal to $80, plus the amount specified in rules and
11993	11993	regulations of the secretary multiplied by the number of tax periods
11994	11994	included in the report.
11995	11995	(f) The provisions of K.S.A. 17-7509, and amendments thereto,
11996	11996	relating to penalties for failure of a corporation to file a business entity
11997	11997	information report or pay the required fee, and the provisions of K.S.A.
11998	11998	17-7510(a), and amendments thereto, relating to penalties for failure of a
11999	11999	corporation to file a business entity information report or pay the required
12000	12000	fee, shall be applicable to the statement of foreign qualification of any
12001	12001	foreign limited liability partnership that fails to file its business entity
12002	12002	information report or pay the required fee within 90 days of the time
12003	12003	prescribed in this section for filing and paying the same or, in the case of a
12004	12004	report filing and fee received by mail, postmarked within 90 days of the
12005	12005	time prescribed in this section for filing and paying the same. Whenever
12006	12006	the statement of foreign qualification of a foreign limited liability
12007	12007	1
12008	12008	2
12009	12009	3
12010	12010	4
12011	12011	5
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12036	12036	30
12037	12037	31
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12041	12041	35
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12043	12043	37
12044	12044	38
12045	12045	39
12046	12046	40
12047	12047	41
12048	12048	42
12049	12049	43 HB 2455 141
12050	12050	partnership is forfeited for failure to file a business entity information
12051	12051	report or to pay the required fee, the statement of foreign qualification of
12052	12052	the foreign limited liability partnership may be reinstated by filing a
12053	12053	certificate of reinstatement, in the manner and form to be prescribed by the
12054	12054	secretary of state, and all past due business entity information reports for
12055	12055	the immediately preceding 10 years, and payment to the secretary of state
12056	12056	an amount equal to all fees and any penalties due. The fee for filing a
12057	12057	certificate of reinstatement shall be the same as that prescribed by K.S.A.
12058	12058	17-7506, and amendments thereto, for filing a certificate of reinstatement
12059	12059	of a corporation's articles of incorporation.
12060	12060	Sec. 71. K.S.A. 79-1119 is hereby amended to read as follows: 79-
12061	12061	1119. (a) All reports, statements, lists and returns required under the
12062	12062	provisions of article 11 of chapter 79 of the Kansas Statutes Annotated,
12063	12063	and amendments thereto, shall be preserved for three years and thereafter
12064	12064	until the director of taxation orders them to be destroyed.
12065	12065	(b) Except in accordance with proper judicial order, or as provided in
12066	12066	subsection (c) of this section, subsection (g) of K.S.A. 17-7511 or K.S.A.
12067	12067	46-1106, and amendments thereto, it shall be unlawful for the director of
12068	12068	taxation, or any deputy, agent, clerk or other officer, employee or former
12069	12069	employee of the department of revenue or any other state officer or
12070	12070	employee or former state officer or employee to divulge, or to make
12071	12071	known in any way, the amount of income or any particulars set forth or
12072	12072	disclosed in any report, statement, list, return, federal return or federal
12073	12073	return information required under the provisions of article 11 of chapter 79
12074	12074	of the Kansas Statutes Annotated, and amendments thereto; and it shall be
12075	12075	unlawful for the director of taxation, or any deputy, agent, clerk or other
12076	12076	officer or employee of the department of revenue engaged in the
12077	12077	administration of the tax imposed under the provisions of article 11 of
12078	12078	chapter 79 of the Kansas Statutes Annotated, and amendments thereto, to
12079	12079	engage in the business or profession of tax accounting or to accept
12080	12080	employment, with or without consideration, for any person, firm or
12081	12081	corporation for the purpose, directly or indirectly, or preparing tax returns
12082	12082	or reports required by the laws of the state of Kansas, by any other state or
12083	12083	by the United States government, or to accept any employment for the
12084	12084	purpose of advising, preparing material or data, or the auditing of books or
12085	12085	records to be used in an effort to defeat or cancel any tax or part thereof
12086	12086	that has been assessed by the state of Kansas, any other state or by the
12087	12087	United States government.
12088	12088	(c) The secretary or the secretary's designee may:
12089	12089	(1) Publish statistics, so classified as to prevent the identification of
12090	12090	particular reports or returns and the items thereof;
12091	12091	(2) allow the inspection of returns by the attorney general or other
12092	12092	legal representatives of the state;
12093	12093	1
12094	12094	2
12095	12095	3
12096	12096	4
12097	12097	5
12098	12098	6
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12129	12129	37
12130	12130	38
12131	12131	39
12132	12132	40
12133	12133	41
12134	12134	42
12135	12135	43 HB 2455 142
12136	12136	(3) provide the post auditor access to all statements, lists, reports or
12137	12137	returns in accordance with and subject to the provisions of subsection (g)
12138	12138	of K.S.A. 46-1106(g), and amendments thereto; or
12139	12139	(4) disclose to the secretary of commerce specific taxpayer
12140	12140	information related to financial information previously submitted by the
12141	12141	taxpayer to the secretary of commerce concerning or relevant to any
12142	12142	privilege tax credits, for purposes of verification of such information or
12143	12143	evaluating the effectiveness of any tax credit program administered by the
12144	12144	secretary of commerce.
12145	12145	(d) Any person receiving information under the provisions of
12146	12146	subsection (c) shall be subject to the confidentiality provisions of
12147	12147	subsection (b) and to the penalty provisions of subsection (e).
12148	12148	(e) Any violation of subsections subsection (b) or (c) of this section
12149	12149	shall be a class A misdemeanor; and if the offender be an officer or
12150	12150	employee of the state, such officer or employee shall be dismissed from
12151	12151	office.
12152	12152	(f) Notwithstanding the provisions of this section, the secretary of
12153	12153	revenue may, in his or her discretion, permit the commissioner of internal
12154	12154	revenue of the United States, or the proper official of any state imposing
12155	12155	an income tax or privilege tax on financial institutions, or the authorized
12156	12156	representative of either, to inspect the reports, statements, lists or returns
12157	12157	made under the provisions of article 11 of chapter 79 of the Kansas
12158	12158	Statutes Annotated, and amendments thereto, and the secretary of revenue
12159	12159	may make available or furnish to the taxing officials of any other state or
12160	12160	the commissioner of internal revenue of the United States or other taxing
12161	12161	officials of the federal government, or their authorized representatives,
12162	12162	information contained in statements, lists, reports, or returns or any audit
12163	12163	thereof or the report of any investigation made with respect thereto, filed
12164	12164	pursuant to any of the provisions of article 11 of chapter 79 of the Kansas
12165	12165	Statutes Annotated, and amendments thereto, as the secretary may consider
12166	12166	proper, but such information shall not be used for any other purpose than
12167	12167	that of the administration of tax laws of such state or of the United States.
12168	12168	Sec. 72. K.S.A. 2022 Supp. 79-3234 is hereby amended to read as
12169	12169	follows: 79-3234. (a) All reports and returns required by this act shall be
12170	12170	preserved for three years and thereafter until the director orders them to be
12171	12171	destroyed.
12172	12172	(b) Except in accordance with proper judicial order, or as provided in
12173	12173	subsection (c) or in K.S.A. 17-7511, K.S.A. 46-1106(e), 46-1114, or 79-
12174	12174	32,153a, and amendments thereto, it shall be unlawful for the secretary, the
12175	12175	director, any deputy, agent, clerk or other officer, employee or former
12176	12176	employee of the department of revenue or any other state officer or
12177	12177	employee or former state officer or employee to divulge, or to make
12178	12178	known in any way, the amount of income or any particulars set forth or
12179	12179	1
12180	12180	2
12181	12181	3
12182	12182	4
12183	12183	5
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12215	12215	37
12216	12216	38
12217	12217	39
12218	12218	40
12219	12219	41
12220	12220	42
12221	12221	43 HB 2455 143
12222	12222	disclosed in any report, return, federal return or federal return information
12223	12223	required under this act; and it shall be unlawful for the secretary, the
12224	12224	director, any deputy, agent, clerk or other officer or employee engaged in
12225	12225	the administration of this act to engage in the business or profession of tax
12226	12226	accounting or to accept employment, with or without consideration, from
12227	12227	any person, firm or corporation for the purpose, directly or indirectly, of
12228	12228	preparing tax returns or reports required by the laws of the state of Kansas,
12229	12229	by any other state or by the United States government, or to accept any
12230	12230	employment for the purpose of advising, preparing material or data, or the
12231	12231	auditing of books or records to be used in an effort to defeat or cancel any
12232	12232	tax or part thereof that has been assessed by the state of Kansas, any other
12233	12233	state or by the United States government.
12234	12234	(c) The secretary or the secretary's designee may:
12235	12235	(1) Publish statistics, so classified as to prevent the identification of
12236	12236	particular reports or returns and the items thereof;
12237	12237	(2) allow the inspection of returns by the attorney general or other
12238	12238	legal representatives of the state;
12239	12239	(3) provide the post auditor access to all income tax reports or returns
12240	12240	in accordance with and subject to the provisions of K.S.A. 46-1106(e) or
12241	12241	46-1114, and amendments thereto;
12242	12242	(4) disclose taxpayer information from income tax returns to persons
12243	12243	or entities contracting with the secretary of revenue where the secretary
12244	12244	has determined disclosure of such information is essential for completion
12245	12245	of the contract and has taken appropriate steps to preserve confidentiality;
12246	12246	(5) disclose to the secretary of commerce the following: (A) Specific
12247	12247	taxpayer information related to financial information previously submitted
12248	12248	by the taxpayer to the secretary of commerce concerning or relevant to any
12249	12249	income tax credits, for purposes of verification of such information or
12250	12250	evaluating the effectiveness of any tax credit or economic incentive
12251	12251	program administered by the secretary of commerce; (B) the amount of
12252	12252	payroll withholding taxes an employer is retaining pursuant to K.S.A. 74-
12253	12253	50,212, and amendments thereto; (C) information received from
12254	12254	businesses completing the form required by K.S.A. 74-50,217, and
12255	12255	amendments thereto; and (D) findings related to a compliance audit
12256	12256	conducted by the department of revenue upon the request of the secretary
12257	12257	of commerce pursuant to K.S.A. 74-50,215, and amendments thereto;
12258	12258	(6) disclose income tax returns to the state gaming agency to be used
12259	12259	solely for the purpose of determining qualifications of licensees of and
12260	12260	applicants for licensure in tribal gaming. Any information received by the
12261	12261	state gaming agency shall be confidential and shall not be disclosed except
12262	12262	to the executive director, employees of the state gaming agency and
12263	12263	members and employees of the tribal gaming commission;
12264	12264	(7) disclose the taxpayer's name, last known address and residency
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12307	12307	43 HB 2455 144
12308	12308	status to the Kansas department of wildlife, parks and tourism to be used
12309	12309	solely in its license fraud investigations;
12310	12310	(8) disclose the name, residence address, employer or Kansas
12311	12311	adjusted gross income of a taxpayer who may have a duty of support in a
12312	12312	title IV-D case to the secretary of the Kansas department for children and
12313	12313	families for use solely in administrative or judicial proceedings to
12314	12314	establish, modify or enforce such support obligation in a title IV-D case. In
12315	12315	addition to any other limits on use, such use shall be allowed only where
12316	12316	subject to a protective order which prohibits disclosure outside of the title
12317	12317	IV-D proceeding. As used in this section, "title IV-D case" means a case
12318	12318	being administered pursuant to part D of title IV of the federal social
12319	12319	security act, 42 U.S.C. § 651 et seq., and amendments thereto. Any person
12320	12320	receiving any information under the provisions of this subsection shall be
12321	12321	subject to the confidentiality provisions of subsection (b) and to the
12322	12322	penalty provisions of subsection (e);
12323	12323	(9) permit the commissioner of internal revenue of the United States,
12324	12324	or the proper official of any state imposing an income tax, or the
12325	12325	authorized representative of either, to inspect the income tax returns made
12326	12326	under this act and the secretary of revenue may make available or furnish
12327	12327	to the taxing officials of any other state or the commissioner of internal
12328	12328	revenue of the United States or other taxing officials of the federal
12329	12329	government, or their authorized representatives, information contained in
12330	12330	income tax reports or returns or any audit thereof or the report of any
12331	12331	investigation made with respect thereto, filed pursuant to the income tax
12332	12332	laws, as the secretary may consider proper, but such information shall not
12333	12333	be used for any other purpose than that of the administration of tax laws of
12334	12334	such state, the state of Kansas or of the United States;
12335	12335	(10) communicate to the executive director of the Kansas lottery
12336	12336	information as to whether a person, partnership or corporation is current in
12337	12337	the filing of all applicable tax returns and in the payment of all taxes,
12338	12338	interest and penalties to the state of Kansas, excluding items under formal
12339	12339	appeal, for the purpose of determining whether such person, partnership or
12340	12340	corporation is eligible to be selected as a lottery retailer;
12341	12341	(11) communicate to the executive director of the Kansas racing
12342	12342	commission as to whether a person, partnership or corporation has failed
12343	12343	to meet any tax obligation to the state of Kansas for the purpose of
12344	12344	determining whether such person, partnership or corporation is eligible for
12345	12345	a facility owner license or facility manager license pursuant to the Kansas
12346	12346	parimutuel racing act;
12347	12347	(12) provide such information to the executive director of the Kansas
12348	12348	public employees retirement system for the purpose of determining that
12349	12349	certain individuals' reported compensation is in compliance with the
12350	12350	Kansas public employees retirement act, K.S.A. 74-4901 et seq., and
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12393	12393	43 HB 2455 145
12394	12394	amendments thereto;
12395	12395	(13) (A) provide taxpayer information of persons suspected of
12396	12396	violating K.S.A. 44-766, and amendments thereto, to the secretary of labor
12397	12397	or such secretary's designee for the purpose of determining compliance by
12398	12398	any person with the provisions of K.S.A. 44-703(i)(3)(D) and 44-766, and
12399	12399	amendments thereto. The information to be provided shall include all
12400	12400	relevant information in the possession of the department of revenue
12401	12401	necessary for the secretary of labor to make a proper determination of
12402	12402	compliance with the provisions of K.S.A. 44-703(i)(3)(D) and 44-766, and
12403	12403	amendments thereto, and to calculate any unemployment contribution
12404	12404	taxes due. Such information to be provided by the department of revenue
12405	12405	shall include, but not be limited to, withholding tax and payroll
12406	12406	information, the identity of any person that has been or is currently being
12407	12407	audited or investigated in connection with the administration and
12408	12408	enforcement of the withholding and declaration of estimated tax act,
12409	12409	K.S.A. 79-3294 et seq., and amendments thereto, and the results or status
12410	12410	of such audit or investigation;
12411	12411	(B) any person receiving tax information under the provisions of this
12412	12412	paragraph shall be subject to the same duty of confidentiality imposed by
12413	12413	law upon the personnel of the department of revenue and shall be subject
12414	12414	to any civil or criminal penalties imposed by law for violations of such
12415	12415	duty of confidentiality; and
12416	12416	(C) each of the secretary of labor and the secretary of revenue may
12417	12417	adopt rules and regulations necessary to effect the provisions of this
12418	12418	paragraph;
12419	12419	(14) provide such information to the state treasurer for the sole
12420	12420	purpose of carrying out the provisions of K.S.A. 58-3934, and
12421	12421	amendments thereto. Such information shall be limited to current and prior
12422	12422	addresses of taxpayers or associated persons who may have knowledge as
12423	12423	to the location of an owner of unclaimed property. For the purposes of this
12424	12424	paragraph, "associated persons" includes spouses or dependents listed on
12425	12425	income tax returns;
12426	12426	(15) after receipt of information pursuant to subsection (f), forward
12427	12427	such information and provide the following reported Kansas individual
12428	12428	income tax information for each listed defendant, if available, to the state
12429	12429	board of indigents' defense services in an electronic format and in the
12430	12430	manner determined by the secretary: (A) The defendant's name; (B) social
12431	12431	security number; (C) Kansas adjusted gross income; (D) number of
12432	12432	exemptions claimed; and (E) the relevant tax year of such records. Any
12433	12433	social security number provided to the secretary and the state board of
12434	12434	indigents' defense services pursuant to this section shall remain
12435	12435	confidential; and
12436	12436	(16) disclose taxpayer information that is received from income tax
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12480	12480	returns to the department of commerce that may be disclosed pursuant to
12481	12481	the provisions of K.S.A. 2022 Supp. 74-50,227, and amendments thereto,
12482	12482	for the purpose of including such information in the database required by
12483	12483	K.S.A. 2022 Supp. 74-50,227, and amendments thereto.
12484	12484	(d) Any person receiving information under the provisions of
12485	12485	subsection (c) shall be subject to the confidentiality provisions of
12486	12486	subsection (b) and to the penalty provisions of subsection (e).
12487	12487	(e) Any violation of subsection (b) or (c) is a class A nonperson
12488	12488	misdemeanor and, if the offender is an officer or employee of the state,
12489	12489	such officer or employee shall be dismissed from office.
12490	12490	(f) For the purpose of determining whether a defendant is financially
12491	12491	able to employ legal counsel under the provisions of K.S.A. 22-4504, and
12492	12492	amendments thereto, in all felony cases with appointed counsel where the
12493	12493	defendant's social security number is accessible from the records of the
12494	12494	district court, the court shall electronically provide the defendant's name,
12495	12495	social security number, district court case number and county to the
12496	12496	secretary of revenue in the manner and format agreed to by the office of
12497	12497	judicial administration and the secretary.
12498	12498	(g) Nothing in this section shall be construed to allow disclosure of
12499	12499	the amount of income or any particulars set forth or disclosed in any
12500	12500	report, return, federal return or federal return information, where such
12501	12501	disclosure is prohibited by the federal internal revenue code as in effect on
12502	12502	September 1, 1996, and amendments thereto, related federal internal
12503	12503	revenue rules or regulations, or other federal law.
12504	12504	Sec. 73. K.S.A. 17-6520, 17-7514, 56-1a608, 56-1a610, 56a-105,
12505	12505	56a-1203, 56a-1204 and 79-1119 and K.S.A. 2022 Supp. 17-2036, 17-
12506	12506	2718, 17-4634, 17-4677, 17-6002, 17-6004, 17-6008, 17-6010, 17-6011,
12507	12507	17-6014, 17-6301, 17-6305, 17-6401, 17-6408, 17-6410, 17-6413, 17-
12508	12508	6426, 17-6427, 17-6428, 17-6502, 17-6503, 17-6509, 17-6512, 17-6514,
12509	12509	17-6518, 17-6522, 17-6701, 17-6702, 17-6703, 17-6705, 17-6706, 17-
12510	12510	6707, 17-6708, 17-6712, 17-6804, 17-6812, 17-7001, 17-7002, 17-7003,
12511	12511	17-72a04, 17-72a05, 17-72a07, 17-7302, 17-7503, 17-7504, 17-7505, 17-
12512	12512	7506, 17-7511, 17-76,136, 17-76,139, 17-78-102, 17-78-202, 17-78-203,
12513	12513	17-78-205, 17-78-302, 17-78-606, 17-7914, 17-7918, 17-7919, 17-7924,
12514	12514	17-7929, 17-7933, 56-1a605, 56-1a606, 56-1a607, 56a-1201, 56a-1202
12515	12515	and 79-3234 are hereby repealed.
12516	12516	Sec. 74. On and after January 1, 2024, K.S.A. 2022 Supp. 17-6712, as
12517	12517	amended by section 36 of this act, and 17-72a03 are hereby repealed.
12518	12518	Sec. 75. This act shall take effect and be in force from and after its
12519	12519	publication in the statute book.
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