17-6704.   Merger or consolidation of domesticcorporation and joint-stock association.(a) The term "joint-stock association," as used in this section, includes anyassociation of the kind commonly known as joint-stock association orjoint-stock company and any unincorporated association, trust or enterprisehaving members or having outstanding shares of stock or other evidences offinancial or beneficial interest therein, whether formed by agreement or understatutory authority or otherwise, but does not include a corporation,partnership or limited liability company. The term "stockholder," as used inthis section, includes every member of such joint-stock association or holderof a share of stock or other evidence of financial or beneficialinterest therein.

      (b)   Any one or more corporations of this state may merge or consolidate withone or more joint-stock associations, except a joint-stock association formedunder the laws of a state which forbids such merger or consolidation. Suchcorporation or corporations and such one or more joint-stock associations maymerge into a single corporation or joint-stock association, which may be anyone of such corporations or joint-stock associations of this state or they mayconsolidate into a new corporation or joint-stock association of this state,pursuant to an agreement of merger or consolidation, as the case may be,complying and approved in accordance with this section. The surviving orresulting entity may be organized for profit or not organized for profit and,if the surviving or resulting entity is a corporation, it may be a stockcorporation or a nonstock corporation.

      (c)   Each such corporation and joint-stock association shall enter into awritten agreement of merger or consolidation. The agreement shall state: (1)The terms and conditions of the merger or consolidation; (2) the mode ofcarrying the same into effect; (3) the manner, if any, of converting theshares of stock of each stock corporation, the interests of members of eachnonstock corporation, and the shares, memberships or financial or beneficialinterests in each of the joint-stock associations into shares or othersecurities of a stock corporation or membership interests of a nonstockcorporation or into shares, memberships, or financial or beneficial interestsof the joint-stock association surviving or resulting from such merger orconsolidation, or of cancelling some or all of such shares, memberships orfinancial or beneficial interests, and, if any shares of any such stockcorporation, any membership interests of any such nonstock corporation, or anyshares, memberships or financial or beneficial interests in any suchjoint-stock association are not to remain outstanding, to be converted solelyinto shares or other securities of the stock corporation or membership interestof the nonstock corporation or into shares, memberships, or financial orbeneficial interests of the joint-stock association surviving or resulting fromsuch merger or consolidation or to be cancelled, the cash, property, rights orsecurities of any other corporation or entity which the holders of shares ofany such stock corporation, membership interests of any such nonstockcorporation, or shares, memberships or financial or beneficial interests of anysuch joint-stock association are to receive in exchange for, or upon conversionof such shares, membership interest or shares, memberships or financial orbeneficial interests, and the surrender of any certificates evidencing them,which cash, property, rights or securities of any other corporation or entitymay be in addition to or in lieu of shares or other securities of the stockcorporation or membership interests of the nonstock corporation or shares,memberships, or financial or beneficial interests of the joint-stockassociation surviving or resulting from such merger or consolidation; and (4)such other details or provisions as are deemed desirable, including, withoutlimiting the generality of the foregoing, a provision for the payment of cashin lieu of the issuance of fractional shares where the surviving or resultingentity is a corporation. There shall also be set forth in the agreement suchother matters or provisions as shall then be required to be set forth inarticles of incorporation by the laws of this state and that can be stated inthe case of such merger or consolidation. Any of the terms of the agreement ofmerger or consolidation may be made dependent upon facts ascertainable outsideof such agreement, provided that the manner in which such facts shall operateupon the terms of the agreement is clearly and expressly set forth in theagreement of merger or consolidation. The term "facts," as used in thepreceding sentence, includes, but is not limited to, the occurrence of anyevent, including a determination or action by any person or body,including the corporation.

      (d)   The agreement required by subsection (c) shall be adopted, approved andexecuted by each of the corporations in the same manner as is provided inK.S.A. 17-6701, and amendments thereto, and in the case of the joint-stockassociations in accordance with their articles of association or otherinstrument containing the provisions by which they are organized or regulatedor in accordance with the laws of the state under which they are formed, as thecase may be. Where the surviving or resulting entity is a corporation, theagreement shall be filed and shall become effective for all purposes of thelaws of this state when and as provided in K.S.A. 17-6701, and amendmentsthereto, with respect to the merger or consolidation of corporations of thisstate. In lieu of filing the agreement of merger or consolidation, where thesurviving or resulting entity is a corporation, it may file a certificate ofmerger or consolidation, executed in accordance with K.S.A. 17-6003, andamendments thereto, which states:

      (1)   The name and state of domicile of each of the constituent entities;

      (2)   that an agreement of merger or consolidation has been approved,adopted, certified and executed by each of the constituent entities inaccordance with this subsection;

      (3)   the name of the surviving or resulting corporation;

      (4)   in the case of a merger, such amendments or changes in the articles ofincorporation of the surviving corporation as are desired to be effected by themerger or, if no such amendments or changes are desired, a statement that thearticles of incorporation of the surviving corporation shall be its articles ofincorporation;

      (5)   in the case of a consolidation, that the articles of incorporation of theresulting corporation shall be as is set forth in an attachment to thecertificate;

      (6)   that the executed agreement of consolidation or merger is on fileat the principal place of business of the surviving corporation and theaddress thereof; and

      (7)   that a copy of the agreement of consolidation or merger will befurnished by the surviving corporation, on request and without cost, to anystockholder of any constituent entity.

      Where the surviving or resulting entity is a joint-stock association, theagreement shall be filed and shall be effective for all purposes when filed inaccordance with the laws regulating the creation of joint-stock associations.

      (e)   The provisions of subsections (d) and (e) of K.S.A. 17-6701, 17-6709through 17-6712, and 17-7103, and amendments thereto, shall apply, insofar asthey are applicable, to mergers or consolidations between corporations andjoint-stock associations; and the word "corporation" where applicable, as usedin those sections, shall be deemed to include joint-stock associations asdefined in this section. The second sentence of subsection (c) of K.S.A.17-6701, and amendments thereto, shall be applicable to any merger orconsolidation under this section. Where the surviving or resulting entity is acorporation, the personal liability, if any, of any stockholder of ajoint-stock association existing at the time of such merger or consolidationshall not be extinguished by such merger or consolidation, shall remainpersonal to such stockholder and shall not become the liability of anysubsequent transferee of any share of stock in such surviving or resultingcorporation or of any other stockholder of such surviving or resultingcorporation.

      (f)   Nothing in this section shall be deemed to authorize the merger of acharitable nonstock corporation or charitable joint-stock association into astock corporation or joint-stock association, if the charitable status of suchnonstock corporation or joint-stock association would thereby be lost orimpaired, but a stock corporation or joint-stock association may be mergedinto a charitable nonstock corporation or charitable joint-stock associationwhich shall continue as the surviving corporation or joint-stock association.

      (g)   A merger of an armed forces cooperative insuring association into anarmed forces insurance exchange, with the armed forces insurance exchange beingthe survivor in such merger, shall be a valid merger under the generalcorporation code of the state of Kansas upon a filing of the merger agreementwith the secretary of state.

      History:   L. 1972, ch. 52, § 82;L. 1988, ch. 99, § 42;Revived and amend., L. 1988, ch. 100, § 42;L. 1992, ch. 270, § 18;L. 1993, ch. 163, § 5;L. 1998, ch. 189, § 16;L. 2000, ch. 39, § 31;L. 2004, ch. 143, § 52; Jan. 1, 2005.