17-6708.   Merger or consolidation of domestic andforeign stock andnonstock corporations.(a) Any one or more corporations of this state, whether stock ornonstock corporations and whether or not organized forprofit, maymerge or consolidate with one or more other corporations of any otherstate or states of the United States or of the District of Columbia,whether stock or nonstock corporations and whether ornot organized forprofit, if the laws under which the other corporation or corporationsare formed shall permit a corporation of such jurisdiction to merge witha corporation of another jurisdiction. The constituent corporations maymerge into a single corporation, which may be any one of the constituentcorporations, or they may consolidate into a new corporation formed bythe consolidation, which may be a corporation of the place ofincorporation of any one of the constituent corporations, pursuant to anagreement of merger or consolidation, as the case may be, complying andapproved in accordance with this section. The surviving or newcorporation may be either a stock corporation or a membershipcorporation, as shall be specified in the agreement of merger requiredby subsection (b) of this section.

      (b)   The method and procedure to be followed by the constituentcorporations so merging or consolidating shall be as prescribed inK.S.A. 17-6707 in the case of Kansas corporations. Theagreement of merger or consolidation shall also set forth such othermatters or provisions as shall then be required to be set forth inarticles of incorporation by the laws of the state which are stated inthe agreement to be the laws which shall govern the surviving orresulting corporation and that can be stated in the case of a merger orconsolidation. The agreement, in the case of foreign corporations, shallbe adopted, approved and executed byeach of theconstituent foreign corporations in accordance with the laws under whicheach is formed.

      (c)   The requirements of subsection (d) of K.S.A. 17-6702, and amendmentsthereto, as to theappointmentof the secretary of state to receiveprocess and the manner of serving the same in the event the surviving ornew corporation is to be governed by the laws of any other state shallalso apply to mergers or consolidations effected under the provisions ofthis section. The provisions of subsection (e) of K.S.A. 17-6701, andamendments thereto,shall apply to mergers effected under the provisions of this section ifthe surviving corporation is a corporation of this state; the provisionsof subsection (d) of K.S.A. 17-6701, and amendments thereto, shall applyto any constituentstock corporation participating in a merger or consolidation under thissection; and the provisions of subsection (f) of K.S.A. 17-6701, andamendments thereto,shall apply to any constituent stock corporation participating in amerger under this section.

      (d)   Nothing in this section shall be deemed to authorize the mergerof a charitable nonstock corporation into a stockcorporation, if thecharitable status of such nonstock corporation wouldthereby be lost orimpaired; but a stock corporation may be merged into a charitablenonstock corporation which shall continue as thesurviving corporation.

      History:   L. 1972, ch. 52, § 86;L. 2000, ch. 39, § 35; July 1.