17-6002.   Articles of incorporation;contents.(a) The articles of incorporation shall set forth:

      (1)   The name of the corporation which, except for banks, shall contain oneof the words "association," "church," "college," "company," "corporation,""club," "foundation," "fund," "incorporated," "institute," "society," "union,""university," "syndicate" or "limited," or one of the abbreviations"co.," "corp.," "inc.," "ltd.," or words or abbreviations of like import inother languages if they are written in Roman characters or letters, and whichshall be such as to distinguish it upon the records in the office of thesecretary of state from the names of other corporations, limited liabilitycompanies and limited partnerships organized, reserved or registered under thelaws of this state, unless there shall be obtained the written consent of suchother corporation, limited liability company or limited partnership executedand filed in accordance with K.S.A. 17-6003, and amendments thereto. The nameof every corporation heretofore organized, except for banks, may be changed toconform to the provisions of this section, but such change of name for existingcorporations shall not be required, and nothing herein shall be construed asrequiring any corporation which is subject to special statutory regulation toinclude any of such names or abbreviations in the name of such corporation ifsuch name or abbreviation would be inconsistent or in conflict with suchspecial statutory regulation;

      (2)   the address, which shall include the street, number, city and zip code ofthe corporation's registered office in this state, and the name of its residentagent at such address;

      (3)   the nature of the business or purposes to be conducted or promoted. Itshall be sufficient to state, either alone or with other businesses orpurposes, that the purpose of the corporation is to engage in any lawful act oractivity for which corporations may be organized under the Kansas generalcorporation code, and by such statement all lawful acts and activities shall bewithin the purposes of the corporation, except for express limitations, if any;

      (4)   if the corporation is to be authorized to issue only one class of stock,the total number of shares of stock which the corporation shall have authorityto issue and the par value of each of such shares, or a statement that all suchshares are to be without par value. If the corporation is to be authorized toissue more than one class of stock, the articles of incorporation shall setforth the total number of shares of all classes of stock which the corporationshall have authority to issue and the number of shares of each class, and shallspecify each class the shares of which are to be without par value, and eachclass the shares of which are to have a par value and the par value of theshares of each such class. The articles of incorporation shall also set forth astatement of the designations and the powers, preferences and rights, and thequalifications, limitations or restrictions thereof, which are permitted byK.S.A. 17-6401, and amendments thereto, in respect to any class or classes ofstock or any series of any class of stock of the corporation and the fixing ofwhich by the articles of incorporation is desired, and an express grant of suchauthority as it may then be desired to grant to the board of directors to fixby resolution or resolutions any thereof that may be desired but which shallnot be fixed by the articles of incorporation. The provisions of thissubsection shall not apply to corporations which are not organized for profitand which are not to have authority to issue capital stock. In the case of suchcorporations, the fact that they are not to have authority to issue capitalstock shall be stated in the articles of incorporation and unless otherwiseprovided in the articles of incorporation or bylaws, the directors of suchcorporation shall be members for all purposes under the Kansas generalcorporation code. The conditions of membership of such corporations shalllikewise be stated in the articles of incorporation or the articles may providethat the conditions of membership shall be stated in the bylaws, and if acorporation not organized for profit is to have authority to issue capitalstock, such fact shall be stated in the articles of incorporation;

      (5)   the name and mailing address of the incorporator or incorporators; and

      (6)   if the powers of the incorporator or incorporators are to terminate uponthe filing of the articles of incorporation, the names and mailing addresses ofthe persons who are to serve as directors until the first annual meeting ofstockholders or until their successors are elected and qualify.

      (b)   In addition to the matters required to be set forth in the articles ofincorporation by subsection (a), the articles of incorporation may also containany or all of the following matters:

      (1)   Any provision for the management of the business and for the conduct ofthe affairs of the corporation, and any provision creating, defining, limitingand regulating the sale or other disposition of stock and the powers of thecorporation, the directors and the stockholders, or any class of thestockholders, or the members of a nonstock corporation, if such provisions arenot contrary to the laws of this state. Any provision which is required orpermitted by any section of this act to be stated in the bylaws may be statedinstead in the articles of incorporation;

      (2)   the following provisions, in these words: "Whenever a compromise orarrangement is proposed between this corporation and its creditors or any classof them or between this corporation and its stockholders or any class of them,any court of competent jurisdiction within the state of Kansas, on theapplication in a summary way of this corporation or of any creditor orstockholder thereof or on the application of any receiver or receiversappointed for this corporation under the provisions of K.S.A. 17-6808 and17-6901, and amendments thereto, may order a meeting of the creditors or classof creditors, or of the stockholders or class of stockholders of thiscorporation, as the case may be, to be summoned in such manner as the courtdirects. If a majority in number representing 3/4 in value of the creditors orclass of creditors, or of the stockholders or class of stockholders of thiscorporation, as the case may be, agree to any compromise or arrangement and toany reorganization of this corporation as consequence of such compromise orarrangement and the reorganization, if sanctioned by the court to which theapplication has been made, shall be binding on all the creditors or class ofcreditors, or on all the stockholders or class of stockholders, of thiscorporation, as the case may be, and also on this corporation";

      (3)   such provisions as may be desired granting to the holders of the stock ofthe corporation, or the holders of any class or series of a class thereof, thepreemptive right to subscribe to any or all additional issues of stock of thecorporation of any or all classes or series thereof, or to any securities ofthe corporation convertible into such stock. No stockholder shall have anypreemptive right to subscribe to an additional issue of stock or to anysecurity convertible into such stock unless, and except to the extent that,such right is expressly granted to such stockholder in the articles ofincorporation. All such rights in existence on July 1, 1972, shall remain inexistence unaffected by this paragraph (3) unless and until changed orterminated by appropriate action which expressly provides for such change ortermination;

      (4)   provisions requiring for any corporate action, the vote of a largerportion of the stock or of any class or series thereof, or of any othersecurities having voting power, or a larger number of the directors, than isrequired by this act;

      (5)   a provision limiting the duration of the corporation's existence to aspecified date; otherwise, the corporation shall have perpetual existence;

      (6)   a provision imposing personal liability for the debts of the corporationon its stockholders or members to a specified extent and upon specifiedconditions; otherwise, the stockholders or members of a corporation shall notbe personally liable for the payment of the corporation's debts except as theymay be liable by reason of their own conduct or acts;

      (7)   the manner of adoption, alteration and repeal of bylaws; and

      (8)   a provision eliminating or limiting the personal liability of a directorto the corporation or its stockholders, policyholders or members for monetarydamages for breach of fiduciary duty as a director, provided that suchprovision shall not eliminate or limit the liability of a director (A) for anybreach of the director's duty of loyalty to the corporation or itsstockholders, policyholders or members, (B) for acts or omissions not in goodfaith or which involve intentional misconduct or a knowing violation of law,(C) under the provisions of K.S.A. 17-6424, and amendments thereto, or (D) forany transaction from which the director derived an improper personal benefit.No such provision shall eliminate or limit the liability of a director for anyact or omission occurring prior to the date when such provision becomeseffective. All references in this subsection to a director shall be deemed alsoto refer to a member of the governing body of a corporation which is notauthorized to issue capital stock.

      (c)   It shall not be necessary to set forth in the articles ofincorporation any of the powers conferred on corporations by this act.

      History:   L. 1972, ch. 52, § 2;L. 1973, ch. 100, § 1;L. 1975, ch. 144, § 1;L. 1978, ch. 85, § 1;L. 1978, ch. 86, § 1;L. 1984, ch. 93, § 1;L. 1987, ch. 88, § 1;L. 1988, ch. 99, § 3;Revived and amend., L. 1988, ch. 100, § 3;L. 1991, ch. 76, § 11;L. 1992, ch. 270, § 1;L. 1999, ch. 41, § 2;L. 2000, ch. 39, § 17;L. 2004, ch. 143, § 1;L. 2005, ch. 83, § 2; July 1.