17-7211.   Management of close corporation by stockholders.The articles of incorporation of a close corporation may provide thatthe business of the corporation shall be managed by the stockholders of thecorporation, rather than by a board of directors. So long as this provisioncontinues in effect: (1) No meeting of stockholders need be called to electdirectors; (2) unless the context clearly requires otherwise, thestockholders of the corporation shall be deemed to be directors forpurposes of applying provisions of this act; (3) unless provided otherwisein the articles of incorporation or by agreement made between thestockholders, action by stockholders shall be taken by the voting of sharesof stock in the same manner as provided in K.S.A. 17-6502(a); and (4) thestockholders of the corporation shall be subject to all liabilities ofdirectors. Such a provision may be inserted in the articles ofincorporation by amendment, if all incorporators and subscribers or allholders of record of all of the outstanding stock, whether or not havingvoting power, authorize such a provision. An amendment to the articles ofincorporation to delete such a provision shall be adopted by a vote of theholders of a majority of all outstanding stock of the corporation, whetheror not otherwise entitled to vote. If the articles of incorporation containa provision authorized by this section, the existence of such provisionshall be noted conspicuously on the face or back of every stock certificateissued by such corporation.

      History:   L. 1972, ch. 52, § 135; L. 1975, ch. 145, §1; July 1.