17-6410.   Powers of corporation respecting its ownstock; limitations.(a) Every corporation may purchase, redeem, receive, take or otherwise acquire,own and hold, sell, lend, exchange, transfer or otherwise dispose of, pledge,use and otherwise deal in and with its own shares; provided, however, that nocorporation shall:

      (1)   Purchase or redeem its own shares of capital stock for cash or otherproperty when the capital of the corporation is impaired or when such purchaseor redemption would cause any impairment of the capital of the corporation,except that a corporation may purchase or redeem out of capital any of its ownshares which are entitled upon any distribution of its assets, whether bydividend or in liquidation, to a preference over another class or series of itsstock, or, if no shares entitled to such a preference are outstanding, any ofits own shares, if such shares will be retired upon their acquisition and thecapital of the corporation reduced in accordance with K.S.A. 17-6603 and17-6604, and amendments thereto. Nothing in this subsection shall invalidate orotherwise affect a note, debenture or other obligation of a corporation givenby it as consideration for its acquisition by purchase, redemption or exchangeof its shares of stock if at the time such note, debenture or obligation wasdelivered by the corporation its capital was not then impaired or did notthereby become impaired;

      (2)   purchase, for more than the price at which they may then be redeemed, anyof its shares which are redeemable at the option of thecorporation; or

      (3)   redeem any of its shares unless their redemption is authorized bysubsection (b) of K.S.A. 17-6401, and amendments thereto, and then only inaccordance with such section and the articles of incorporation.

      (b)   Nothing in this section limits or affects a corporation's right to resellany of its shares theretofore purchased or redeemed out of surplus and whichhave not been retired, for such consideration as shall be fixed by theboard of directors.

      (c)   Shares of its own capital stock belonging to the corporation or toanother corporation, if a majority of the shares entitled to vote in theelection of directors of such other corporation is held, directly orindirectly, by the corporation, shall neither be entitled to vote nor becounted for quorum purposes. Nothing in this section shall be construed aslimiting the right of any corporation to vote stock, including but not limitedto its own stock, held by it in a fiduciary capacity.

      (d)   Shares which have been called for redemption shall not be deemed to beoutstanding shares for the purpose of voting or determining the total number ofshares entitled to vote on any matter on and after the date on which writtennotice of redemption has been sent to holders thereof and a sum sufficient toredeem such shares has been irrevocably deposited or set aside to pay theredemption price to the holders of the shares upon surrender ofcertificates therefor.

      History:   L. 1972, ch. 52, § 37;L. 1988, ch. 99, § 15;Revived and amend., L. 1988, ch. 100, § 15;L. 2004, ch. 143, § 16; Jan. 1, 2005.