17-12,102.   Same; applicability of restrictions of act.The restrictions contained in this act shall not apply if:

      (a)   The corporation's original articles of incorporation contain aprovision expressly electing not to be governed by this act;

      (b)   the corporation, by action of its board of directors, adopts anamendment to its bylaws within one year of the effective date of this actexpressly electing not to be governed by this act, which amendment shallnot be further amended by the board of directors;

      (c)   the corporation, by action of its stockholders, adopts an amendment toits articles of incorporation or bylaws expressly electing not to begoverned by this act. In addition to any other vote required by law, suchamendment to the articles of incorporation or bylaws must be approved bythe affirmative vote of a majority of the shares entitled to vote. Anamendment adopted pursuant to this subsection shall not be effective until12 months after the adoption of such amendment and shall not apply to anybusiness combination between such corporation and any person who became aninterested stockholder of such corporation on or prior to such adoption. Anamendment to the bylaws adopted pursuant to this subsection shall not befurther amended by the board of directors;

      (d)   the corporation does not have a class of voting stock that is:

      (1)   Listed on a national securities exchange;

      (2)   authorized for quotation on an interdealer quotation system of aregistered national securities association; or

      (3)   held of record by more than 2,000 stockholders, unless any of theforegoing results from action taken, directly or indirectly, by aninterested stockholder or from a transaction in which a person becomes aninterested stockholder;

      (e)   a stockholder becomes an interested stockholder inadvertently and assoon as practicable divests sufficient shares so that the stockholderceases to be an interested stockholder and would not, at any time withinthe three-year period immediately prior to a business combination betweenthe corporation and such stockholder, have been an interested stockholderbut for the inadvertent acquisition; or

      (f) (1)   the business combination is proposed prior to the consummationor abandonment, and subsequent to the earlier of the public announcementor the notice required hereunder, of a proposed transaction which:

      (A)   Constitutes one of the transactions provided in subsection (f)(2);

      (B)   is with or by a person who either was not an interested stockholderduring the previous three years or who became an interested stockholderwith the approval of the corporation's board of directors; and

      (C)   is approved or not opposed by a majority of the members of the boardof directors then in office, but not less than one, who were directorsprior to any person becoming an interested stockholder during the previousthree years or were recommended for election or elected to succeed such directors;

      (2)   the proposed transactions provided in subsection (f)(1) are limited to a:

      (A)   Merger or consolidation of the corporation, except for a merger inwhich, pursuant to subsection (f) of K.S.A. 17-6701 and amendments thereto,no vote of the stockholders of the corporation is required;

      (B)   sale, lease, exchange, mortgage, pledge, transfer or otherdisposition, in one transaction or a series of transactions, whether aspart of a dissolution or otherwise, of assets of the corporation or of anydirect or indirect majority-owned subsidiary of the corporation, other thanto any direct or indirect wholly owned subsidiary or to the corporation,having an aggregate market value equal to 50% or more of either thataggregate market value of all of the assets of the corporation determinedon a consolidated basis or the aggregate market value of all theoutstanding stock of the corporation; or

      (C)   proposed tender or exchange offer for 50% or more of the outstandingvoting stock of the corporation;

      (3)   the corporation shall give not less than 20 days' notice to allinterested stockholders prior to the consummation of any of thetransactions described in subsections (f)(2)(A) and (f)(2)(B);

      (4)   notwithstanding the provisions of subsections (a) through (d), acorporation may elect by a provision of its original articles ofincorporation or any amendment thereto to be governed by this act. Suchamendment to the articles of incorporation shall not apply to restrict abusiness combination between the corporation and an interested stockholderof the corporation if the interested stockholder became such prior to theeffective date of the amendment.

      History:   L. 1989, ch. 75, § 3; July 1.