17-2714.   Same; valuation and purchase of shares upon death ordisqualification ofshareholder; procedure; conversion to a general business corporation, when.If the articles of incorporation or bylaws of a corporation subject tothis act fail to state a price or method of determining a price at whichthe corporation or its shareholders may purchase the shares of a deceasedshareholder, or a shareholder no longer qualified to own shares in thecorporation, then the price for such shares shall be determined byarbitration pursuant to the rules of the American arbitration association.Unless request in writing is made for arbitration asprovided in this section within 30 days after the death or disqualificationof a shareholder, the fairvalue shall be determined by a district judge of the district court in whichtheprincipal place of business of the professional corporation is located. Theelection toincorporate under this act shall constitute a full and final waiver of theright of jury trial on all issues in respect to the price and fair value tobe paid for such shares.Upon the death or disqualification of the last shareholder qualifying tobe shareholder of a professional corporation hereunder,such corporation shall not be dissolved but shall become a general businesscorporation. The successors in interest to such disqualified or deceasedprofessional shareholder shall have the authority to amend the articles ofincorporation to provide that the corporation may function under and begoverned by the Kansas general corporation code to collect its accountsreceivable, pay its debts, otherwise wind up its affairs or conduct anybusiness or activity which is permitted under the Kansas general corporationcode,and the successors in interest of such shareholder also shall have theauthority to elect new directors of the corporation.

      History:   L. 1965, ch. 157, § 9; L. 1976, ch. 145, § 43;L. 1989, ch. 78, § 3; July 1.