17-6602.   Amendment of articles of incorporationafter receipt of payment for stock; amendment of articles by nonstockcorporation; abandonment of proposed amendment.(a) After a corporation has received payment for any of its capitalstock, it may amend its articles of incorporation, from time to time, inany and as many respects as may be desired, so long as its articles ofincorporation, as amended, would contain only such provisions as itwould be lawful and proper to insert in an original articles ofincorporation filed at the time of the filing of the amendment. If achange in stock or the rights of stockholders, or an exchange,reclassification or cancellation of stock or rights of stockholders isto be made, the amendment to the articles of incorporation shall containsuch provisions as may be necessary to effect such change, exchange,reclassification or cancellation. In particular, and without limitationupon such general power of amendment, a corporation may amend itsarticles of incorporation, from time to time, so as:

      (1)   To change its corporate name;

      (2)   to change, substitute, enlarge or diminish the nature of itsbusiness or its corporate powers and purposes;

      (3)   to increase or decrease its authorized capital stock or toreclassify the same, by changing the number, par value, designations,preferences, or relative, participating, optional or other specialrights of the shares, or the qualifications, limitations or restrictionsof such rights, or by changing shares with par value into shares withoutpar value, or shares without par value into shares with par value eitherwith or without increasing or decreasing the number of shares;

      (4)   to cancel or otherwise affect the right of the holders of theshares of any class to receive dividends which have accrued but have notbeen declared;

      (5)   to create new classes of stock having rights and preferenceseither prior and superior or subordinate and inferior to the stock ofany class then authorized, whether issued or unissued; or

      (6)   to change the period of its duration. Any or all such changes oralterations may be effected by one certificate of amendment.

      (b)   Notwithstanding the provisions of subsection (c), the board ofdirectors of a corporation that is registered or intends to register as anopen-end investment company under the investment company act of 1940, 15 U.S.C.80a-1 et seq., after theregistration takes effect, by resolution, may approve the amendment of thearticles of incorporation of the corporation to: (1) Increase or decrease theaggregate number of shares of stock or the number of shares of any class ofstock that the corporation has authority to issue; or (2) authorize theissuance of an indefinite number of shares of any such stock, unless aprovision has been included in the charter of the corporation after July 1,1995, prohibiting such action by the board of directors without stockholderapproval. A certificate setting forth the amendment and certifying that suchamendment has been duly adopted in accordance with the provisions of thissection shall be executed and filed, and shall becomeeffective, in accordance with K.S.A. 17-6003, and amendments thereto. If theboard of directors authorizes the issuance of an indefinite number of shares ofany class of stock of the corporation pursuant to this subsection, suchauthorization shall be disclosed wherever the corporation would otherwise berequired by law to disclose the total number of authorized shares of any suchclass of stock of the corporation.

      (c)   Except as provided in subsection (b), every amendmentauthorized by subsection (a)shall be made and effected in the following manner:

      (1)   If the corporation has capital stock, its board of directorsshall adopt a resolution setting forth the amendment proposed, declaringits advisability, and either calling a special meeting of thestockholders entitled to vote for the considerationof such amendment or directing that the amendment proposed be consideredat the next annual meeting of the stockholders. Such special or annualmeeting shall be called and held upon notice in accordance with K.S.A.17-6512, and amendments thereto. The notice shall set forth such amendment infull ora brief summary of the changes to be effected thereby, as the directorsshall deem advisable. At the meeting a vote of the stockholders entitledto vote shall be taken for and against the proposed amendment.If a majority of the outstanding stock entitled to vote, and amajority of the outstanding stock of each class entitled to voteas a class has been voted in favor of the amendment, a certificatesetting forth the amendment and certifying that such amendment has beenduly adopted in accordance with the provisions of this section shall beexecuted and filed, and shallbecomeeffective,in accordance with K.S.A. 17-6003, and amendments thereto.

      (2)   The holders of the outstanding shares of a class shall beentitled to vote as a class upon a proposed amendment, whether or notentitled to vote by the provisions of the articles ofincorporation, if the amendment would increase or decrease the aggregatenumber of authorized shares of such class, increase or decrease the parvalue of the shares of such class, or alter or change the powers,preferences or special rights of the shares of such class so as toaffect them adversely. If any proposed amendment would alter or changethe powers, preferences or special rights of one or more series of anyclass so as to affect them adversely, but does notaffect the entireclass, then only the shares of the series affected by the amendmentshall be considered a separate class for the purposes of thissubsection.The number of authorized shares of any such class or classes of stockmay be increased or decreased, but not below the number of shares thenoutstanding, by the affirmative vote of the holders ofa majority of the stock of the corporation entitled to vote, if soprovided in the original articles of incorporation or in any amendmentwhich created such class or classes of stock or in any amendmentwhich was authorized by a resolution or resolutions adopted bythe affirmative vote of the holders of a majority of such class orclasses of stock.

      (3)   If the corporation has no capital stock, then the governing bodyof the corporation shall adopt a resolution setting forththe amendment proposedand declaring its advisability. If at a subsequent meeting, held notearlier than 15 days and not later than60 days fromthe meeting at which such resolution has been passed, a majority of allthe members of the governing body shall vote in favor of such amendment,a certificate thereof shall be executed and filed, andshall become effective, in accordance with K.S.A.17-6003,and amendments thereto.The articles of incorporation of any such corporationwithout capital stock may contain a provision requiring any amendmentto be approved by a specified number or percentage of themembers or of any specified class of members of such corporation, inwhich event only one meeting of the governing body thereof shall benecessary, and such proposed amendment shall be submitted to the membersor to any specified class of members of such corporation without capitalstock in the same manner, so far as applicable, as is provided in thissection for an amendment to the articles of incorporation of a stockcorporation. In the event of the adoptionof such amendment, a certificateevidencing such amendment shall be executed andfiled and shall become effective in accordancewith K.S.A.17-6003, and amendments thereto.

      (4)   Whenever the articles of incorporation shall require for actionby the board of directors, by the holders of any class or series ofshares or by the holders of any other securities having voting power thevote of a greater number or proportion than is required by any sectionof this act, the provision of the articles of incorporation requiringsuch greater vote shall not be altered, amended or repealed except bysuch greater vote.

      (d)   The resolution authorizing a proposed amendment to thearticles ofincorporation may provide that at any time prior to the filing of the amendmentwith the secretary of state, notwithstanding authorization of the proposedamendment by the stockholders of the corporation or by the members of anonstock corporation, the board of directors or governing body may abandon suchproposed amendment without further action by the stockholders or members.

      History:   L. 1972, ch. 52, § 75;L. 1973, ch. 100, § 6;L. 1988, ch. 99, § 35;Revived and amend., L. 1988, ch. 100, § 35;L. 1992, ch. 270, § 14;L. 1995, ch. 85, § 1;L. 1999, ch. 39, § 12;L. 2000, ch. 39, § 25; July 1.