17-6401.   Classes or series of stock; rights, votingpowers, designations, preferences, qualifications, limitations or restrictions;redemption; dividends; conversions and exchange; stock certificates,requirements; issuance of stock where rights, voting powers, designations,preferences, qualifications, limitations or restrictions not stated inarticles; uncertificated shares.(a) Every corporation may issue one or more classes of stock or one or moreseries of stock within any class thereof, any or all of which classes may be ofstock with par value or stock without par value and which classes or series mayhave such voting powers, full or limited, or no voting powers, and suchdesignations, preferences and relative, participating, optional or otherspecial rights, and qualifications, limitations or restrictions thereof, asshall be stated and expressed in the articles of incorporation or of anyamendment thereto, or in the resolution or resolutions providing for the issueof such stock adopted by the board of directors pursuant to authority expresslyvested in it by the articles of incorporation. Any of the powers, designations,preferences, rights and qualifications, limitations or restrictions of any suchclass or series of stock may be made dependent upon facts ascertainable outsidethe articles of incorporation or of any amendment thereto, or outside theresolution or resolutions providing for the issue of such stock adopted by theboard of directors pursuant to authority expressly vested in it by the articlesof incorporation, provided that the manner in which such facts shall operateupon the voting powers, designations, preferences, rights and qualifications,limitations or restrictions of such class or series of stock is clearly andexpressly set forth in the articles of incorporation or in the resolution orresolutions providing for the issue of such stock adopted by the board ofdirectors. The term "facts," as used in this subsection, includes, but is notlimited to, the occurrence of any event, including a determination or action byany person or body, including the corporation. The power to increase ordecrease or otherwise adjust the capital stock as provided in this act shallapply to all or any such classes of stock.

      (b)   The stock of any class or series may be made subject to redemption by thecorporation at its option or at the option of the holders of such stock or uponthe happening of a specified event. Immediately following any such redemptionthe corporation shall have outstanding one or more shares of one or moreclasses or series of stock, which share, or shares together, shall have fullvoting powers. Notwithstanding the foregoing limitation:

      (1)   Any stock of a regulated investment company registered under theinvestment company act of 1940 (15 U.S.C. §§ 80a-1 etseq.), and amendments thereto, may be made subject to redemption by thecorporation at its option or at the option of the holders of such stock; and

      (2)   any stock of a corporation which holds directly or indirectly a licenseor franchise from a governmental agency to conduct its business or is a memberof a national securities exchange, which license, franchise or membership isconditioned upon some or all of the holders of its stock possessing prescribedqualifications, may be made subject to redemption by the corporation to theextent necessary to prevent the loss of such license, franchise or membershipor to reinstate it.

      Any stock which may be made redeemable under this section may be redeemed forcash, property or rights, including securities of the same or anothercorporation, at such time or times, price or prices, or rate or rates, and withsuch adjustments, as shall be stated in the articles of incorporation or in theresolution or resolutions providing for the issue of such stock adopted by theboard of directors pursuant to subsection (a).

      (c)   The holders of preferred or special stock of any class or of any seriesthereof shall be entitled to receive dividends at such rates, on suchconditions and at such times as shall be stated in the articles ofincorporation or in the resolution or resolutions providing for the issue ofsuch stock adopted by the board of directors as hereinabove provided, payablein preference to, or in such relation to, the dividends payable on any otherclass or classes or of any other series of stock, and cumulative ornoncumulative as shall be so stated and expressed. When dividends upon thepreferred and special stocks, if any, to the extent of the preference to whichsuch stocks are entitled, shall have been paid or declared and set apart forpayment, a dividend on the remaining class or classes or series of stock maythen be paid out of the remaining assets of the corporation available fordividends as elsewhere in this act provided.

      (d)   The holders of the preferred or special stock of any class or of anyseries thereof shall be entitled to such rights upon the dissolution of, orupon any distribution of the assets of, the corporation as shall be stated inthe articles of incorporation or in the resolution or resolutions providing forthe issue of such stock adopted by the board of directors ashereinabove provided.

      (e)   At the option of either the holder or the corporation or upon thehappening of a specified event, any stock of any class or of any series thereofmay be made convertible into or exchangeable for shares of any other class orclasses or any other series of the same or any other class or classes of stockof the corporation, at such price or prices or at such rate or rates ofexchange and with such adjustments as shall be stated in the articles ofincorporation or in the resolution or resolutions providing for the issue ofsuch stock adopted by the board of directors as hereinabove provided.

      (f)   If any corporation shall be authorized to issue more than one class ofstock or more than one series of any class, the powers, designations,preferences and relative, participating, optional or other special rights ofeach class of stock or series thereof and the qualifications, limitations orrestrictions of such preferences or rights shall be set forth in full orsummarized on the face or back of the certificate which the corporation shallissue to represent certificated shares of such class or series of stock. Exceptas otherwise provided in K.S.A. 17-6426, and amendments thereto, in lieu of theforegoing requirements, there may be set forth on the face or back of thecertificate which the corporation issues to represent such class or series ofstock, a statement that the corporation will furnish without charge to eachstockholder who so requests the powers, designations, preferences and relative,participating, optional or other special rights of each class of stock orseries thereof and the qualifications, limitations or restrictions of suchpreferences or rights, or both. Within a reasonable time after the issuance ortransfer of uncertificated stock, the corporation shall send to the registeredowner thereof a written notice containing the information required to be setforth or stated on certificates pursuant to this section or K.S.A. 17-6406,subsection (a) of K.S.A. 17-6426 or subsection (a) of K.S.A. 17-6508, andamendments thereto, or with respect to this section a statement that thecorporation will furnish without charge to each stockholder who requests thepowers, designations, preferences and relative participating, optional or otherspecial rights of each class of stock or series thereof and the qualifications,limitations or restrictions of such preferences or rights, or both. Except asotherwise expressly provided by law, the rights and obligations of the holdersof uncertificated stock and the rights and obligations of the holders ofcertificates representing stock of the same class and series shall beidentical.

      (g)   When any corporation desires to issue any shares of stock of any class orof any series of any class of which the powers, designations, preferences andrelative, participating, optional or other rights, if any, or thequalifications, limitations or restrictions thereof, if any, shall not havebeen set forth in the articles of incorporation or in any amendment thereto,but shall be provided for in a resolution or resolutions adopted by the boardof directors pursuant to authority expressly vested in it by the articles ofincorporation or any amendment thereto, a certificate of designations settingforth a copy of such resolution or resolutions and the number of shares ofstock of such class or series shall be executed and filed in accordance withK.S.A. 17-6003, and amendments thereto. Unless otherwise provided in any suchresolution or resolutions, the number of shares of stock of any such series towhich such resolution or resolutions apply may be increased, but not above thetotal number of authorized shares of the class, or decreased, but not below thenumber of shares thereof then outstanding, by a certificate likewise executedand filed setting forth a statement that a specified increase or decrease hadbeen authorized and directed by a resolution or resolutions likewise adopted bythe board of directors. In case the number of such shares shall be decreased,the number of shares specified in the certificate shall resume the status whichthey had prior to the adoption of the first resolution or resolutions. When noshare of any such class or series are outstanding, either because none wereissued or because no issued shares of any such class or series remainoutstanding, a certificate setting forth a resolution or resolutions adopted bythe board of directors that none of the authorized shares of such class orseries are outstanding and that none will be issued may be executed and filedin accordance with K.S.A. 17-6003, and amendments thereto. When suchcertificate becomes effective, it shall have the effect of eliminating from thearticles of incorporation all reference to such class or series of stock.Unless otherwise provided in the articles of incorporation, if no shares ofstock have been issued of a class or series of stock established by aresolution of the board of directors, the powers, designations, preferencesand relative, participating, optional or other rights, if any, or thequalifications, limitations or restrictions thereof, may be amended by aresolution or resolutions adopted by the board of directors. A certificatewhich: (1) States that no shares of the class or series have been issued; (2)sets forth a copy of the resolution or resolutions; and (3) if the designationof the class or series is being changed, indicates the original designation andthe new designation; shall be executed and filed and shall become effective inaccordance with K.S.A. 17-6003, and amendments thereto. When any certificatefiled under this subsection becomes effective, it shall have the effect ofamending the articles of incorporation, except that neither the filing of suchcertificate nor the filing of restated articles of incorporation pursuant toK.S.A. 17-6605, and amendments thereto, shall prohibit the board of directorsfrom subsequently adopting such resolutions as authorized by this subsection.

      History:   L. 1972, ch. 52, § 28;L. 1986, ch. 399, § 2;L. 1988, ch. 99, § 9;Revived and amend., L. 1988, ch. 100, § 9;L. 1992, ch. 270, § 6;L. 1993, ch. 163, § 1;L. 1999, ch. 39, § 10;L. 2000, ch. 39, § 23;L. 2004, ch. 143, § 12; Jan. 1, 2005.