17-6513.   Vacancies and newly createddirectorships.(a) Unless otherwise provided in the articles of incorporation or bylaws: (1)Vacancies and newly created directorships resulting from any increase in theauthorized number of directors elected by all of the stockholders having theright to vote as a single class may be filled by a majority of the directorsthen in office, although less than a quorum, or by a sole remaining directoror; (2) whenever the holders of any class or classes of stock or series thereofare entitled to elect one or more directors by the articles of incorporation,vacancies and newly created directorships of such class or classes or seriesmay be filled by a majority of the directors elected by such class or classesor series thereof then in office, or by a sole remaining director so elected.

      If, at any time, by reason of death or resignation or other cause, acorporation should have no directors in office, then any receiver, officer orany stockholder or an executor, administrator, trustee or guardian of astockholder, or other fiduciary entrusted with like responsibility for theperson or estate of a stockholder, may call a special meeting of stockholdersin accordance with the provisions of the articles of incorporation or thebylaws, or may apply to the district court for a decree summarily ordering anelection as provided in K.S.A. 17-6501, and amendments thereto.

      If, at any time, in a corporation where the holders of any class or classes ofstock or series thereof are entitled by the articles of incorporation to electone or more directors, there is no director in office elected by the holders ofany such class or series of stock, by reason of death or resignation or othercause, then any receiver, officer or any stockholder of such class or series,as the case may be, or an executor, administrator, trustee or guardian of anysuch stockholder, or other fiduciary entrusted with like responsibility for theperson or estate of any such stockholder, may call a special meeting ofstockholders of such class or series, in accordance with the provisions of thearticles of incorporation or bylaws for calling a special meeting ofstockholders, or may apply to the district court for a decree summarilyordering an election, as provided in K.S.A. 17-6501, and amendments thereto.

      (b)   In the case of a corporation the directors of which are divided intoclasses, any directors chosen under subsection (a) shall hold office until thenext election of the class for which such directors shall have been chosen, anduntil their successors shall be elected and qualified.

      (c)   If, at the time of filling any vacancy or any newly created directorship,the directors then in office shall constitute less than a majority of the wholeboard, as constituted immediately prior to any such increase, the districtcourt, upon application of any stockholder or stockholders holding at least 10%of the total number of the shares at the time outstanding having the right tovote for such directors, may summarily order an election to be held to fill anysuch vacancies or newly created directorships, or to replace the directorschosen by the directors then in office as aforesaid, which election shall begoverned by the provisions of K.S.A. 17-6501, and amendments thereto,as far as applicable.

      (d)   Unless otherwise provided in the articles of incorporation or bylaws,when one or more directors shall resign from the board, effective at a futuredate, a majority of the directors then in office, including those who have soresigned, shall have power to fill such vacancy or vacancies, the vote thereonto take effect when such resignation or resignations shall become effective,and each director so chosen shall hold office as provided in this section inthe filling of other vacancies.

      History:   L. 1972, ch. 52, § 66;L. 1988, ch. 99, § 31;Revived and amend., L. 1988, ch. 100, § 31;L. 1992, ch. 270, § 12;L. 2004, ch. 143, § 38; Jan. 1, 2005.