17-6502.   Voting rights of stockholders; proxies,limitations.(a) Unless otherwise provided in the articles of incorporation and subject tothe provisions of K.S.A. 17-6503, and amendments thereto, each stockholdershall be entitled to one vote for each share of capital stock held by suchstockholder. If the articles of incorporation provide for more or less than onevote for any share on any matter, every reference in this act to a majority orother proportion of stock shall refer to such majority or other proportion ofthe votes of such stock.

      (b)   Each stockholder entitled to vote at a meeting of stockholders or toexpress consent or dissent to corporate action in writing without a meeting mayauthorize another person or persons to act for the stockholder by proxy asprovided in this subsection, but no such proxy shall be voted or acted uponafter three years from its date, unless the proxy provides for a longer period.

      (c)   Without limiting the manner in which a stockholder may authorize anotherperson or persons to act for such stockholder as proxy pursuant to subsection(b), the following shall constitute a valid means by which a stockholder maygrant such authority: (1) A stockholder may execute a writing authorizinganother person or persons to act for such stockholder as proxy. Execution maybe accomplished by the stockholder or the stockholder's authorized officer,director, employee or agent signing the writing or causing the stockholder'ssignature to be affixed to the writing by any reasonable means, including, butnot limited to, facsimile signature; and

      (2)   a stockholder may authorize another person or persons to act as proxy bytransmitting, or authorizing the transmission of, a telegram, cablegram, orother means of electronic transmission, including telephonic transmission, tothe person who will be the holder of the proxy or to a proxy solicitation firm,proxy support service organization, or like agent duly authorized by the personwho will act as proxy to receive the transmission, provided that any suchtelegram, cablegram or other means of electronic transmission must either setforth or be submitted with information from which it can be determined that thestockholder authorized the transmission.

      (d)   A copy, facsimile telecommunication, or other reliable reproduction ofthe writing or transmission authorized under paragraphs (c)(1) and (c)(2) maybe substituted for the original writing or transmission for any purpose forwhich the original writing or transmission could be used, except that suchcopy, facsimile telecommunication or other reproduction shall be a completereproduction of the entire original writing or transmission.

      (e)   A duly executed proxy shall be irrevocable if it states that it isirrevocable and if, and only as long as, it is coupled with an interestsufficient in law to support an irrevocable power. A proxy may be madeirrevocable regardless of whether the interest with which it is coupled is aninterest in the stock itself or an interest in the corporation generally.

      History:   L. 1972, ch. 52, § 55;L. 1999, ch. 74, § 1;L. 2004, ch. 143, § 27; Jan. 1, 2005.