17-6505.   Voting rights of members of nonstockcorporations; proxies; quorum; election of governing body; failure to holdelection; ballots submitted by electronic transmission.(a) The provisions of K.S.A. 17-6501 to 17-6504 and 17-6506, andamendments thereto, shall not apply to corporations not authorized to issuestock, except that subsection (a) of K.S.A. 17-6501 and subsection (c) and (d)of K.S.A. 17-6502, and amendments thereto, shall apply to such corporations,and, when so applied, all references therein to stockholders and to the boardof directors shall be deemed to refer to the members and the governing body ofa nonstock corporation, respectively.

      (b)   Unless otherwise provided in the articles of incorporation of a nonstockcorporation, each member shall be entitled at every meeting of members to onevote in person or by proxy, but no proxy shall be voted after three years fromits date, unless the proxy provides for a longer period.

      (c)   Unless otherwise provided in this act, the articles of incorporation orbylaws of a nonstock corporation may specify the number of members havingvoting power who shall be present or represented by proxy at any meeting inorder to constitute a quorum for, and the votes, or portion thereof, that shallbe necessary for, the transaction of any business. In the absence of suchspecification in the articles of incorporation or bylaws of a nonstockcorporation, the members present in person or represented by proxy after propernotice has been given shall constitute a quorum at a meeting of such members.In all matters other than the election of the governing body of thecorporation, the affirmative vote of a majority of such members present inperson or represented by proxy at the meeting and entitled to vote on thesubject matter shall be the act of the members, unless the vote of a greaternumber is required by this act, the articles of incorporation or bylaws.

      (d)   Members of the governing body shall be elected by a plurality of thevotes of the members of the corporation present in person or represented byproxy at the meeting and entitled to vote thereon.

      (e)   If the election of the governing body of any nonstock corporation shallnot be held within the time period designated by the bylaws, the governing bodyshall cause the election to be held as soon thereafter as convenient. Thefailure to hold such an election within the time period shall not work anyforfeiture or dissolution of the corporation, but the district court maysummarily order such an election to be held upon the application of any memberof the corporation. At any election pursuant to such order, the personsentitled to vote in such election who shall be present at such meeting, eitherin person or by proxy, shall constitute a quorum for such meeting,notwithstanding any provision of the articles of incorporation or the bylaws ofthe corporation to the contrary.

      (f)   If authorized by the governing body, any requirement of a written ballotshall be satisfied by a ballot submitted by electronic transmission, providedthat such electronic transmission must either set forth or be submitted withinformation from which it can be determined that the electronic transmissionwas authorized by the member or proxy holder.

      History:   L. 1972, ch. 52, § 58;L. 1988, ch. 99, § 24;Revived and amend., L. 1988, ch. 100, § 24;L. 2004, ch. 143, § 30; Jan. 1, 2005.