17-7211. Management of close corporation by stockholders.
17-7211
17-7211. Management of close corporation by stockholders.
The articles of incorporation of a close corporation may provide that
the business of the corporation shall be managed by the stockholders of the
corporation, rather than by a board of directors. So long as this provision
continues in effect: (1) No meeting of stockholders need be called to elect
directors; (2) unless the context clearly requires otherwise, the
stockholders of the corporation shall be deemed to be directors for
purposes of applying provisions of this act; (3) unless provided otherwise
in the articles of incorporation or by agreement made between the
stockholders, action by stockholders shall be taken by the voting of shares
of stock in the same manner as provided in K.S.A. 17-6502(a); and (4) the
stockholders of the corporation shall be subject to all liabilities of
directors. Such a provision may be inserted in the articles of
incorporation by amendment, if all incorporators and subscribers or all
holders of record of all of the outstanding stock, whether or not having
voting power, authorize such a provision. An amendment to the articles of
incorporation to delete such a provision shall be adopted by a vote of the
holders of a majority of all outstanding stock of the corporation, whether
or not otherwise entitled to vote. If the articles of incorporation contain
a provision authorized by this section, the existence of such provision
shall be noted conspicuously on the face or back of every stock certificate
issued by such corporation.
History: L. 1972, ch. 52, § 135; L. 1975, ch. 145, §
1; July 1.