17-6707.   Merger or consolidation of domestic stockand nonstock corporations.(a) Any one or more nonstock corporations of this state, whether or notorganized for profit, may merge or consolidate with one or more stockcorporations of this state, whether or not organized for profit. Theconstituent corporations may merge into a single corporation, which may be anyone of the constituent corporations, or they may consolidate into a newcorporation formed by the consolidation, pursuant to an agreement of merger orconsolidation, as the case may be, complying and approved in accordance withthis section. The surviving constituent corporation or the new corporation maybe organized for profit or not organized for profit and may be a stockcorporation or a nonstock corporation.

      (b)   The board of directors of each stock corporation which desires to mergeor consolidate and the governing body of each nonstock corporation whichdesires to merge or consolidate shall adopt a resolution approving an agreementof merger or consolidation. The agreement shall state: (1) The terms andconditions of the merger or consolidation; (2) the mode of carrying the sameinto effect; (3) such other provisions or facts required or permitted by thisact to be stated in articles of incorporation as can be stated in the case of amerger or consolidation, stated in such altered form as the circumstances ofthe case require; (4) the manner, if any, of converting the shares of stock ofa stock corporation and the interests of the members of a nonstock corporationinto shares or other securities of a stock corporation or membership interestsof a nonstock corporation surviving or resulting from such merger orconsolidation, or of cancelling some or all of such shares or interests and, ifany shares of any such stock corporation or membership interests of any suchnonstock corporation are not to remain outstanding, to be converted solely intoshares or other securities of the stock corporation or membership interests ofthe nonstock corporation surviving or resulting from such merger orconsolidation or to be cancelled, the cash, property, rights or securities ofany other corporation or entity which the holders of shares of any such stockcorporation or membership interests of any such nonstock corporation are toreceive in exchange for, or upon conversion of such shares or membershipinterests, and the surrender of any certificates evidencing them, which cash,property, rights, or securities of any other corporation or entity may be inaddition to or in lieu of shares or other securities of any stock corporationor membership interests of any nonstock corporation surviving or resulting fromsuch merger or consolidation; and (5) such other details or provisions as aredeemed desirable. In such merger or consolidation, the interests of members ofa constituent nonstock corporation may be treated in various ways so as toconvert such interests into interests of value, other than shares of stock, inthe surviving or resulting stock corporation or into shares of stock in thesurviving or resulting stock corporation, voting or nonvoting, or into creditorinterests or any other interests of value equivalent to their membershipinterests in their nonstock corporation. The voting rights of members of aconstituent nonstock corporation need not be considered an element of value inmeasuring the reasonable equivalence of the value of the interests received inthe surviving or resulting stock corporation by members of a constituentnonstock corporation, nor need the voting rights of shares of stock in aconstituent stock corporation be considered as an element of value in measuringthe reasonable equivalence of the value of the interests in the surviving orresulting nonstock corporation received by stockholders of a constituent stockcorporation, and the voting or nonvoting shares of a stock corporation may beconverted into voting or nonvoting regular, life, general, special or othertype of membership, however designated, creditor interests or participatinginterests, in any nonstock corporation surviving or resulting from such mergeror consolidation of a stock corporation and a nonstock corporation. Any of theterms of the agreement of merger or consolidation may be made dependent uponfacts ascertainable outside of such agreement, provided that the manner inwhich such facts shall operate upon the terms of the agreement is clearly andexpressly set forth in the agreement of merger or consolidation. The term"facts," as used in the preceding sentence, includes, but is not limited to,the occurrence of any event, including a determination or action by any personor body, including the corporation.

      (c)   The agreement required by subsection (b), in the case of each constituentstock corporation, shall be adopted, approved and executed by each constituentcorporation in the same manner as is provided in K.S.A. 17-6701, and amendmentsthereto, and, in the case of each constituent nonstock corporation, shall beadopted, approved and executed by each of such constituent corporations in thesame manner as is provided in K.S.A. 17-6705, and amendments thereto. 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 of stock corporations of this state.Insofar as they may be applicable, the provisions set forth in the lastsentence of subsection (c) of K.S.A. 17-6701, and amendments thereto, shallapply to a merger under this section, and the reference to "stockholder" shallbe deemed to include "member" hereunder.

      (d)   The provisions of subsection (e) of K.S.A. 17-6701, and amendmentsthereto, shall apply to a merger under this section, if the survivingcorporation is a corporation of this state; the provisions of subsection (d) ofK.S.A. 17-6701, and amendments thereto, shall apply to any constituent stockcorporation participating in a merger or consolidation under this section; andthe provisions of subsection (f) of K.S.A. 17-6701, and amendments thereto,shall apply to any constituent stock corporation participating in a mergerunder this section.

      (e)   Nothing in this section shall be deemed to authorize the merger of acharitable nonstock corporation into a stock corporation, if the charitablestatus of such nonstock corporation would thereby be lost or impaired. A stockcorporation may be merged into a charitable nonstock corporation which shallcontinue as the surviving corporation.

      History:   L. 1972, ch. 52, § 85;L. 1988, ch. 99, § 45;Revived and amend., L. 1988, ch. 100, § 45;L. 1992, ch. 270, § 20;L. 1999, ch. 39, § 15;L. 2000, ch. 39, § 34;L. 2004, ch. 143, § 55; Jan. 1, 2005.