17-6706.   Merger or consolidation of domestic andforeign nonstock corporations; service of process upon surviving or resultingcorporation.(a) Any one or more nonstock corporations of this state may merge orconsolidate with one or more other nonstock corporations of any other state orstates of the United States or of the District of Columbia, if the laws of suchother jurisdiction permit a corporation of such jurisdiction to merge with acorporation of another jurisdiction. The constituent corporations may mergeinto a single corporation, which may be any one of the constituentcorporations, or they may consolidate into a new nonstock corporation formed bythe consolidation, which may be a corporation of the state of incorporation ofany one of the constituent corporations, pursuant to an agreement of merger orconsolidation, as the case may be, complying and approved in accordance withthis section. In addition, any one or more nonstock corporations organizedunder the laws of any jurisdiction other than one of the United States maymerge or consolidate with one or more nonstock corporations of this state ifthe surviving or resulting corporation will be a corporation of this state, andif the laws under which the other corporation or corporations are formed permita corporation of such jurisdiction to merge with a corporation of anotherjurisdiction.

      (b)   All the constituent corporations shall enter into an agreement of mergeror consolidation. The agreement shall state: (1) The terms and conditions ofthe merger or consolidation; (2) the mode of carrying the same into effect; (3)the manner, if any, of converting the memberships of each of the constituentcorporations into memberships of the corporation surviving or resulting fromsuch merger or consolidation, or of cancelling some or all of such memberships;(4) such other details and provisions as shall be deemed desirable; and (5)such other provisions or facts as shall then be required to be stated inarticles of incorporation by the laws of the state which are stated in theagreement to be the laws that shall govern the surviving or resultingcorporation and that can be stated in the case of a merger orconsolidation. Any of the terms of the agreement of merger orconsolidation may be made dependent upon facts ascertainable outside of suchagreement, if the manner in which such facts shall operate upon the terms ofthe agreement is clearly and expressly set forth in the agreement of merger orconsolidation. The term "facts," as used in the preceding sentence, includes,but is not limited to, the occurrence of any event, including a determinationor action by any person or body, including the corporation.

      (c)   The agreement shall be adopted, approved and executed by each of theconstituent corporations in accordance with the laws under which it is formedand, in the case of a Kansas corporation, in the same manner as is provided inK.S.A. 17-6705, and amendments thereto. The agreement shall be filed and shallbecome effective for all purposes of the laws of this state when and asprovided in K.S.A. 17-6705, and amendments thereto, with respect to the mergerof nonstock corporations of this state. Insofar as they may be applicable, theprovisions set forth in the last sentence of subsection (c) of K.S.A. 17-6702,and amendments thereto, shall apply to a merger under this section, and thereference to "stockholder" shall be deemed to include "member" hereunder.

      (d)   If the corporation surviving or resulting from the merger orconsolidation is to be governed by the laws of any state other than this state,it shall agree that it may be served with process in this state in anyproceeding for enforcement of any obligation of any constituent corporation ofthis state, as well as for enforcement of any obligation of the surviving orresulting corporation arising from the merger or consolidation, and shallirrevocably appoint the secretary of state as its agent to accept service ofprocess in any such suit or other proceedings and shall specify the address towhich a copy of such process shall be mailed by the secretary of state. Serviceof such process shall be made by personally delivering to and leaving with thesecretary of state duplicate copies of such process. The secretary of stateshall forthwith send by registered mail one of such copies to such surviving orresulting corporation at its address specified, unless such surviving orresulting corporation shall thereafter have designated in writing to thesecretary of state a different address for such purpose, in which case it shallbe mailed to the last address so designated.

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

      History:   L. 1972, ch. 52, § 84;L. 1988, ch. 99, § 44;Revived and amend., L. 1988, ch. 100, § 44;L. 1992, ch. 270, § 19;L. 1993, ch. 163, § 7;L. 1999, ch. 39, § 14;L. 2000, ch. 39, § 33;L. 2004, ch. 143, § 54; Jan. 1, 2005.