17-6003.   Execution, filing and effective date ofcorporate instruments, exceptions; execution constitutes affirmation ofcontents; validation of former acts.(a) When any provision of this act requires any instrument to be filed with thesecretary of state or in accordance with this section, such instrument shall beexecuted as follows:

      (1)   The articles of incorporation shall be signed by the incorporator orincorporators, and any other instrument to be filed before the election of theinitial board of directors, if the initial directors were not named in thearticles of incorporation, shall be signed by the incorporator orincorporators. If any incorporator is not available by reason of death,incapacity, refusal or neglect to act, then the instrument may be signed by anyperson for whom or on whose behalf such incorporator was acting as employee oragent. The instrument shall state that the incorporator is not available andthe reason therefor; that such incorporator was acting as employee or agent foror on behalf of such person; and that such person's signature is authorized.

      (2)   All other instruments shall be signed: (i) By any authorized officer ofthe corporation; (ii) if it appears from the instrument that there are no suchofficers, by a majority of the directors or by such directors as may bedesignated by the board; (iii) if it appears from the instrument that there areno such officers or directors, by the holders of record, or such of them as maybe designated by the holders of record, of a majority of all outstanding sharesof stock; or (iv) by the holders of record of all outstanding shares of stock.

      (b)   The execution of any document required to be filed with the secretary ofstate pursuant to chapter 17 of the Kansas Statutes Annotated shall constitutean oath or affirmation, under the penalties of perjury, that the facts statedin the document are true.

      (c)   When any provision of this act requires any instrument to be filed withthe secretary of state or in accordance with this section, such requirementmeans that:

      (1)   The original signed instrument shall be delivered to the office of thesecretary of state. Any signature on documents authorized to be filed with thesecretary of state under the provisions of this act may be a facsimile, aconformed signature or an electronically transmitted signature;

      (2)   all taxes and fees authorized by law to be collected by the secretary ofstate in connection with the filing of the instrument shall be tendered to thesecretary of state;

      (3)   upon delivery of the instrument, and upon tender of the required taxesand fees, the secretary of state shall certify that the instrument has beenfiled in the office of secretary of state by endorsing upon the original signedinstrument the word "Filed" and the date and hour of its filing. Thisendorsement is the "filing date" of the instrument and is conclusive of thedate and time of its filing in the absence of actual fraud. The secretary ofstate shall thereupon record the endorsed instrument in an electronic medium;and

      (4)   the secretary of state shall return the original instrument as acertified copy of the original recorded instrument, except this provision shallnot apply to annual reports.

      (d)   Any instrument filed in accordance with subsection (c) shall be effectiveupon its filing date. Except where it has been determined otherwise by a courtof competent jurisdiction, any instrument filed in accordance with subsections(c)(1) through (c)(4) prior to July 1, 1998, shall be deemed to be effective onthe date it was so filed, unless a different effective date was specified forthe instrument in accordance with this subsection, and the recording of suchinstrument with a register of deeds shall not be required in order for theinstrument to take effect. Any instrument may provide that it is not to becomeeffective until a specified date subsequent to its filing date, but such dateshall not be later than 90 days after its filing date. If any instrument filedin accordance with subsection (c) provides for a future effective date and thetransaction is terminated or its terms are amended to change the futureeffective date prior to the future effective date, the instrument shall beterminated or amended by the filing, prior to the future effective date, of acertificate of termination or a certificate of amendment of the originalinstrument, executed and filed in accordance with this section. The certificateshall identify the instrument which has been terminated or amended, and shallstate that the instrument has been terminated or the manner in which it hasbeen amended.

      (e)   If another section of this act or any other law of this statespecifically prescribes a manner of executing or filing a specified instrumentor a time when such instrument shall become effective, which differs from thecorresponding provisions of this section, then the provisions of such othersection shall govern.

      (f)   When any instrument authorized to be filed with the secretary of stateunder any provision of this act has been so filed and is an inaccurate recordof the corporate action therein referred to, or was defectively or erroneouslyexecuted, such instrument may be corrected by filing with the secretary ofstate a certificate of correction of such instrument which shall be executedand filed in accordance with this section. The certificate of correction shallspecify the inaccuracy or defect to be corrected and shall set forth theportion of the instrument in corrected form. In lieu of filing a certificate ofcorrection, the instrument may be corrected by filing with the secretary ofstate a corrected instrument which shall be executed and filed in accordancewith this section. The corrected instrument shall be specifically designated assuch in its heading, shall specify the inaccuracy or defect to be corrected,and shall set forth the entire instrument in corrected form. An instrumentcorrected in accordance with this section shall be effective as of the date theoriginal instrument was filed, except as to those persons who are substantiallyand adversely affected by the correction and as to those persons, the correctedinstrument shall be effective from the filing date.

      (g)   When any corporation conveys any lands or interests therein by deed orother appropriate instrument of conveyance, such deed or instrument shall beexecuted on behalf of the corporation by any authorized officer of thecorporation. Such deed or instrument, when acknowledged by such officer to bethe act of the corporation, or proved in the same manner provided for otherconveyances of lands, may be recorded in the same manner and with the sameeffect as other deeds. Corporations likewise shall have power to convey by anagent or attorney so authorized under power of attorney or other instrumentcontaining a power to convey real estate or any interest therein, which powerof attorney shall be executed by the corporation in the same manner as hereinprovided for the execution of deeds or other instruments of conveyance.

      (h)   If any instrument authorized to be filed with the secretary of stateis filed and is inaccurately, defectively or erroneously executed or otherwisedefective in any respect, the secretary of state shall not be liable to anyperson for the preclearance for filing, the acceptance for filing or the filingand indexing such instrument.

      History:   L. 1972, ch. 52, § 3;L. 1973, ch. 100, § 2;L. 1984, ch. 201, § 12;L. 1987, ch. 89, § 1;L. 1998, ch. 39, § 1;L. 1999, ch. 41, § 10;L. 1999, ch. 149, § 1;L. 2000, ch. 39, § 1;L. 2004, ch. 143, § 2; Jan. 1, 2005.