17-6301.   Board of directors; powers; number;qualifications; quorum; committees; terms and classes of directors; relianceupon records and information provided; action of board without meeting;compensation; removal of director.(a) The business and affairs of every corporation shall be managed by or underthe direction of a board of directors, except as may be otherwise provided inthis act or in the articles of incorporation. If any such provision is made inthe articles of incorporation, the powers and duties conferred or imposed uponthe board of directors by this act shall be exercised or performed to suchextent and by such person or persons as shall be provided in the articles ofincorporation.

      (b)   The board of directors of a corporation shall consist of one or moremembers, each of whom shall be a natural person. The number of directors shallbe fixed by, or in the manner provided in, the bylaws, unless the articles ofincorporation establish the number of directors, in which case a change in thenumber of directors shall be made only by amendment of the articles. Directorsneed not be stockholders unless so required by the articles of incorporation orthe bylaws. The articles of incorporation or bylaws may prescribe otherqualifications for directors. Each director shall hold office until a successoris elected and qualified or until such director's earlier resignation orremoval. Any director may resign at any time upon notice given in writing or byelectronic transmission to the corporation. A majority of the total number ofdirectors shall constitute a quorum for the transaction of business unless thearticles of incorporation or the bylaws require a greater number. Unless thearticles of incorporation provide otherwise, the bylaws may provide that anumber less than a majority shall constitute a quorum which in no case shall beless than 1/3 of the total number of directors except that, when a board of onedirector is authorized under the provisions of this section, one director shallconstitute a quorum. The vote of the majority of the directors present at ameeting at which a quorum is present shall be the act of the board ofdirectors, unless the articles of incorporation or the bylaws shall require avote of a greater number.

      (c) (1)   All corporations incorporated prior to July 1, 2004, shall begoverned by paragraph (2), except that any such corporation may by a resolutionadopted by a majority of the whole board elect to be governed by paragraph (3),in which case paragraph (2) shall not apply to such corporation. Allcorporations incorporated on or after July 1, 2004, shall be governed byparagraph (3).

      (2)   The board of directors may designate, by resolution passed by a majorityof the whole board, one or more committees, each committee to consist of one ormore of the directors of the corporation. The board may designate one or moredirectors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee. The bylaws may providethat, in the absence or disqualification of a member of a committee, the memberor members thereof present at any meeting and not disqualified from voting,whether or not such member or members constitute a quorum, may unanimouslyappoint another member of the board of directors to act at the meeting in theplace of any such absent or disqualified member. Any such committee, to theextent provided in the resolution of the board of directors, or in the bylawsof the corporation, shall have and may exercise all the powers and authority ofthe board of directors in the management of the business and affairs of thecorporation and may authorize the seal of the corporation to be affixed to allpapers which may require it; and a committee, to the extent authorized in theresolution or resolutions providing for the issuance of shares of stock adoptedby the board of directors as provided in K.S.A. 17-6401, and amendmentsthereto, may fix the designations and any of the preferences or rights of suchshares relating to dividends, redemption, dissolution, any distribution ofassets of the corporation or the conversion into, or the exchange of suchshares for, shares of any other class or classes or any other series of thesame or any other class or classes of stock of the corporation or fix thenumber of shares of any series of stock or authorize the increase or decreaseof the shares of any series; but no such committee shall have the power orauthority in reference to amending the articles of incorporation, adopting anagreement of merger or consolidation pursuant to K.S.A. 17-6701 or 17-6702, andamendments thereto, recommending to the stockholders the sale, lease orexchange of all or substantially all of the corporation's property and assets,recommending to the stockholders a dissolution of the corporation or arevocation of a dissolution, or amending the bylaws of the corporation; and,unless the resolution, bylaws or articles of incorporation expressly soprovide, no such committee shall have the power or authority to declare adividend or to authorize the issuance of stock or to adopt a certificate ofownership and merger pursuant to K.S.A. 17-6703, and amendments thereto.

      (3)   The board of directors may designate one or more committees, eachcommittee to consist of one or more of the directors of the corporation. Theboard may designate one or more directors as alternate members of anycommittee, who may replace any absent or disqualified member at any meeting ofthe committee. The bylaws may provide that in the absence or disqualificationof a member of a committee, the member or members present at any meeting andnot disqualified from voting, whether or not such member or members constitutea quorum, may unanimously appoint another member of the board of directors toact at the meeting in place of any such absent or disqualified member. Any suchcommittee, to the extent provided in the resolution of the board of directors,or in the bylaws of the corporation, shall have and may exercise all thepowers and authority of the board of directors in the management of thebusiness and affairs of the corporation, and may authorize the seal of thecorporation to be affixed to all papers which may require it; but no suchcommittee shall have the power or authority in reference to the followingmatters: (A) Approving or adopting, or recommending to the stockholders, anyaction or matter expressly required by this act to be submitted to stockholdersfor approval; or (B) adopting, amending or repealing any bylaw of thecorporation.

      (4)   Unless otherwise provided in the articles of incorporation, the bylawsor the resolution of the board of directors designating the committee, acommittee may create one or more subcommittees, each subcommittee to consist ofone or more members of the committee, and delegate to a subcommittee any or allof the powers and authority of the committee.

      (d)   The directors of any corporation may be divided into one, two or threeclasses by the articles of incorporation or by an initial bylaw, or by a bylawadopted by a vote of the stockholders; the term of office of those of the firstclass to expire at the annual meeting next ensuing; of the second class oneyear thereafter; of the third class two years thereafter; and at each annualelection held after such classification and election, directors shall be chosenfor a full term, as the case may be, to succeed those whose terms expire. Thearticles of incorporation may confer upon holders of any class or series ofstock the right to elect one or more directors who shall serve for such term,and have such voting powers, as stated in the articles of incorporation. Theterms of office and voting powers of the directors elected in the manner soprovided in the articles of incorporation may be greater than or less thanthose of any other director or class of directors. If the articles ofincorporation provide that directors elected by the holders of a class orseries of stock shall have more or less than one vote per director on anymatter, every reference in this act to a majority or other proportion ofdirectors shall refer to a majority or other proportion of the votes of suchdirectors.

      (e)   A member of the board of directors of any corporation, or a member of anycommittee designated by the board of directors, shall be fully protected in theperformance of such member's duties in relying in good faith upon the recordsof the corporation and upon such information, opinions, reports or statementspresented to the corporation by any of the corporation's officers or employees,or committees of the board of directors, or by any other person as to mattersthe member reasonably believes are within such other person's professional orexpert competence and who has been selected with reasonable care by or onbehalf of the corporation.

      (f)   Unless otherwise restricted by the articles of incorporation or bylaws,any action required or permitted to be taken at any meeting of the board ofdirectors or of any committee thereof may be taken without a meeting if allmembers of the board or committee, as the case may be, consent thereto inwriting or by electronic transmission, and the writing or writings orelectronic transmission or transmissions are filed with the minutes ofproceedings of the board or committee. Such filing shall be in paper form ifthe minutes are maintained in paper form and shall be in electronic form if theminutes are maintained in electronic form.

      (g)   Unless otherwise restricted by the articles of incorporation or bylaws,the board of directors of any corporation organized under this act may hold itsmeetings, and have an office or offices, outside of this state.

      (h)   Unless otherwise restricted by the articles of incorporation or bylaws,the board of directors shall have the authority to fix thecompensation of directors.

      (i)   Unless otherwise restricted by the articles of incorporation or bylaws,members of the board of directors of any corporation, or any committeedesignated by such board, may participate in a meeting of such board, orcommittee by means of conference telephone or similar communications equipmentby means of which all persons participating in the meeting can hear each other,and participation in a meeting pursuant to this subsection shall constitutepresence in person at such meeting.

      (j)   The articles of incorporation of any corporation organized under this actwhich is not authorized to issue capital stock may provide that less than 1/3of the members of the governing body may constitute a quorum thereof and mayotherwise provide that the business and affairs of the corporation shall bemanaged in a manner different from that provided in this section. Except asprovided by the articles of incorporation, the provisions of this section shallapply to such a corporation and, when so applied, all references to the boardof directors, to members thereof and to stockholders shall be deemed to referto the governing body of the corporation, the members thereof and the membersof the corporation respectively.

      (k)   Any number of directors or the entire board of directors may be removed,with or without cause, by the holders of a majority of the outstanding sharesthen entitled to vote at an election of directors, except as follows:

      (1)   Unless the articles of incorporation otherwise provides, in the case of acorporation whose board is classified as provided in subsection (d),shareholders may effect such removal only for cause; or

      (2)   in the case of a corporation having cumulative voting for directors,if less than the entire board is to be removed, no director may be removedwithout cause if the shares voted against such director's removal would besufficient to elect such director if then cumulatively voted at an election ofthe entire board of directors or, if there be classes of directors, at anelection of the class of directors of which such director is a part.

      Whenever the holders of any class or series are entitled to elect one or moredirectors by the provisions of the articles of incorporation, the provisions ofthis subsection shall apply, in respect to the removal without cause of adirector or directors so elected, to the vote of the holders of the outstandingshares of that class or series and not to the vote of the outstandingshares as a whole.

      History:   L. 1972, ch. 52, § 23;L. 1986, ch. 97, § 1;L. 1988, ch. 99, § 7;Revived and amend., L. 1988, ch. 100, § 7;L. 1992, ch. 270, § 4;L. 2004, ch. 143, § 8; Jan. 1, 2005.