17-6705.   Merger or consolidation of domesticnonstock corporations.(a) Any two or more nonstock corporations of this state, whether or notorganized for profit, may merge into a single corporation, which may be any oneof the constituent corporations, or they may consolidate into a new nonstockcorporation, whether or not organized for profit, formed by the consolidation,pursuant to an agreement of merger or consolidation, as the case may be,complying and approved in accordance with this section.

      (b)   The governing body of each corporation which desires to merge orconsolidate shall adopt a resolution approving an agreement of merger orconsolidation. The agreement shall state: (1) The terms and conditionsof the merger or consolidation; (2) the mode of carrying the same intoeffect; (3) such other provisions or facts required or permitted by thisact to be stated in articles of incorporation for nonstock corporations as canbe stated in the case of a merger or consolidation, stated in such altered formas the circumstances of the case require; (4) the manner, if any, of convertingthe memberships of each of the constituent corporations into memberships of thecorporation surviving or resulting from the merger or consolidation, or ofcancelling some or all of such memberships interests; and (5) such otherdetails or provisions as are deemed desirable. Any of the terms of theagreement of merger or consolidation may be made dependent upon factsascertainable outside of such agreement, provided that the manner in which suchfacts shall operate upon the terms of the agreement is clearly and expresslyset forth in the agreement of merger or consolidation. The term "facts," asused in the preceding sentence, includes, but is not limited to, the occurrenceof any event, including a determination or action by any person or body,including the corporation.

      (c)   The agreement shall be submitted to the members of each constituentcorporation who have the right to vote for the election of the members of thegoverning body of their corporation, at an annual or special meeting thereoffor the purpose of acting on the agreement. Due notice of the time, place andpurpose of the meeting shall be mailed to each member of each such corporationwho has the right to vote for the election of the members of the governing bodyof such corporation, at the member's address as it appears on the records ofthe corporation, at least 20 days prior to the date of the meeting. The noticeshall contain a copy of the agreement or a brief summary thereof, as thegoverning body shall deem advisable. At the meeting the agreement shall beconsidered and a vote by ballot, in person or by proxy, taken for the adoptionor rejection of the agreement, each member who has the right to vote for theelection of the members of the governing body of such member's corporationbeing entitled to one vote. If a majority of the voting power of members ofeach such corporation who have the voting power above mentioned shall be forthe adoption of the agreement or, in the case of a nonstock, nonprofitcorporation, other than a nonprofit dental service corporation organized andoperated under the nonprofit dental service corporation act, cited at K.S.A.40-19a01 et seq., and amendments thereto, if a majority of the totalnumber of members voting at an annual or special meeting for the purpose ofacting on the agreement vote for the adoption of the agreement, then that factshall be certified on the agreement by the officer of each such corporationperforming the duties ordinarily performed by the secretary or assistantsecretary of a corporation. The agreement so adopted and certified shall beexecuted and filed, and shall become effective, in accordance with K.S.A.17-6003, and amendments thereto. The provisions set forth in the last sentenceof subsection (c) of K.S.A. 17-6701, and amendments thereto, shall apply to amerger under this section, and the reference to "stockholder" shall be deemedto include "member" hereunder.

      (d)   If, under the provisions of the articles of incorporation of any one ormore of the constituent corporations, there shall be no members who have theright to vote for the election of the members of the governing body of thecorporation other than the members of that body themselves, the agreement dulyentered into as provided in subsection (b) shall be submitted to the members ofthe governing body of such corporation or corporations, at a meeting of suchcorporation or corporations. Notice of the meeting shall be mailed to themembers of the governing body in the same manner as is provided in the case ofa meeting of the members of a corporation. If at the meeting 2/3 of the totalnumber of members of the governing body shall vote by ballot, in person, forthe adoption of the agreement, that fact shall be certified on the agreement inthe same manner as is provided in the case of the adoption of the agreement bythe vote of the members of a corporation. The same procedure shall be followedto consummate the merger or consolidation.

      (e)   The provisions of subsection (e) of K.S.A. 17-6701, and amendmentsthereto, shall apply to a merger under this section.

      (f)   Nothing in this section shall be deemed to authorize the merger of acharitable nonstock corporation into a nonstock corporation if such charitablenonstock corporation would thereby have its charitable status lost or impaired,but a nonstock corporation may be merged into a charitable nonstock corporationwhich shall continue as the surviving corporation.

      History:   L. 1972, ch. 52, § 83;L. 1988, ch. 99, § 43;Revived and amend., L. 1988, ch. 100, § 43;L. 1992, ch. 177, § 1;L. 1993, ch. 163, § 6;L. 1998, ch. 189, § 17;L. 2000, ch. 39, § 32;L. 2004, ch. 143, § 53; Jan. 1, 2005.