17-6407.   Rights and options concerning stock; powersof board of directors, limitations.(a) Subject to any provisions in the articles of incorporation, everycorporation may create and issue, whether or not in connection with the issueand sale of any shares of stock or other securities of the corporation, rightsor options entitling the holders thereof to purchase from the corporation anyshares of its capital stock of any class or classes, such rights or options tobe evidenced by or in such instrument or instruments as shall be approved bythe board of directors.

      (b)   The terms upon which, including the time or times, which may be limitedor unlimited in duration, at or within which, and the price or prices,including a formula by which such price or prices may be determined, at whichany such shares may be purchased from the corporation upon the exercise of anysuch right or option, shall be such as shall be stated in the articles ofincorporation, or in a resolution adopted by the board of directors providingfor the creation and issue of such rights or options, and, in every case, shallbe set forth or incorporated by reference in the instrument or instrumentsevidencing such rights or options. In the absence of actual fraud in thetransaction, the judgment of the directors as to the consideration for theissuance of such rights or options and the sufficiency thereofshall be conclusive.

      (c)   The board of directors, by resolution adopted by the board, may authorizeone or more officers of the corporation to do one or both of the following: (1)Designate officers and employees of the corporation or any of its subsidiariesto be recipients of such rights or options created by the corporation; and (2)determine the number of such rights or options to be received by such officersand employees. The resolution so authorizing such officer or officers shallspecify the total number of rights or options such officer or officers mayaward. The board of directors may not authorize an officer to designate theofficer's self as a recipient of any such rights or options.

      (d)   In the event that the shares of stock in the corporation to be issuedupon the exercise of such rights or options shall be shares having a par value,the price or prices so to be received therefor shall not be less than the parvalue thereof. In case the shares of stock so to be issued shall be shares ofstock without par value, the consideration therefor shall be determined in themanner provided in K.S.A. 17-6403, and amendments thereto.

      History:   L. 1972, ch. 52, § 34;L. 2004, ch. 143, § 14; Jan. 1, 2005.