17-6605.   Restated articles ofincorporation.(a) Whenever it is desired, a corporation may integrate into a singleinstrument all of the provisions of its articles of incorporation which arethen in effect and operative as a result of there having been filed with thesecretary of state one or more certificates or other instruments pursuant toany of the sections referred to in K.S.A. 17-6004, and amendments thereto. Suchcorporation may at the same time also further amend its articles ofincorporation by adopting a restated articles of incorporation.

      (b)   If the restated articles of incorporation merely restate and integratebut do not further amend the articles of incorporation, as theretofore amendedor supplemented by any instrument that was filed pursuant to any of thesections mentioned in K.S.A. 17-6004, and amendments thereto, such restatedarticles may be adopted by the board of directors without a vote of thestockholders, or they may be proposed by the directors and submitted by them tothe stockholders for adoption, in which case the procedure and vote required byK.S.A. 17-6602, and amendments thereto, for amendment of the articles ofincorporation shall be applicable. If the restated articles of incorporationrestate and integrate and also further amend in any respect the articles ofincorporation, as theretofore amended or supplemented, they shall be proposedby the directors and adopted by the stockholders in the manner and by the voteprescribed by K.S.A. 17-6602, and amendments thereto, or, if the corporationhas not received any payment for any of its stock, in the manner and by thevote prescribed by K.S.A. 17-6601, and amendments thereto.

      (c)   Any restated articles of incorporation shall be specifically designatedas such in its heading. They shall state, either in the heading or in anintroductory paragraph, the corporation's present name, and, if it has beenchanged, the name under which it was originally incorporated, and the date offiling of its original articles of incorporation with the secretary of state.Any restated articles shall also state that they were duly adopted by thedirectors or stockholders, as the case may be, in accordance with theprovisions of this section. If they were adopted by the board of directorswithout a vote of the stockholders unless it was adopted pursuant to theprovisions of K.S.A. 17-6601, and amendments thereto, they shall state thatthey only restate and integrate and do not further amend the provisions of thecorporation's articles of incorporation as theretofore amended or supplemented,and that there is no discrepancy between those provisions and the provisions ofthe restated articles. A restated articles of incorporation may omit: (1) Suchprovisions of the original articles of incorporation which named theincorporator or incorporators, the initial board of directors, and the originalsubscribers for shares; and (2) such provisions contained in any amendment tothe articles of incorporation as were necessary to effect a change, exchange,reclassification, subdivision, combination or cancellation of stock if suchchange, exchange, reclassification, subdivision, combination or cancellationhas become effective. Any such omissions shall not be deemeda further amendment.

      (d)   Any restated articles of incorporation shall be executed and filed inaccordance with K.S.A. 17-6003, and amendments thereto. Upon filing with thesecretary of state, the corporation's original articles of incorporation, astheretofore amended or supplemented, shall be superseded; and thenceforth therestated articles, including any further amendments or changes made thereby,shall be the articles of incorporation of the corporation, but the originaldate of incorporation shall remain unchanged.

      (e)   Any amendment or change effected in connection with the restatement andintegration of the articles of incorporation shall be subject to any otherprovisions of this act, not inconsistent with this section, which would applyif a separate certificate of amendment were filed to effect suchamendment or change.

      History:   L. 1972, ch. 52, § 78;L. 1988, ch. 99, § 38;Revived and amend., L. 1988, ch. 100, § 38;L. 1999, ch. 39, § 13;L. 2000, ch. 39, § 27;L. 2004, ch. 143, § 48; Jan. 1, 2005.