17-7705.   Same; how authorized and approved; certification; abandonment.(a) The agreement of merger or consolidation required byK.S.A. 17-7704 shall be authorized and approved in the following manner:

      (1)   A constituent entity that is a domestic general partnership shall havethe agreement of merger or consolidation authorized and approved by all of thepartners, unless otherwise provided in the articles or agreement ofpartnership;

      (2)   a constituent entity that is a domestic limited partnership shall havethe agreement of merger or consolidation approved by all general partners andby all of the limited partners unless otherwise provided in the certificate oragreement of limited partnership;

      (3)   a constituent entity that is a domestic corporation shall have theagreement of merger or consolidation approved in the manner applicable to amerger of two or more domestic corporations as provided in K.S.A. 17-6001et seq. and amendments thereto;

      (4)   a constituent entity that is a domestic limited liability company shallhave the agreement of merger or consolidation approved in the manner providedinK.S.A. 17-7681 and amendments thereto; and

      (5)   each constituent entity formed under the laws of a jurisdiction otherthan this state shall have the agreement of merger or consolidation approvedin accordance with the laws of such other jurisdiction.

      (b)   The fact that the agreement of merger or consolidation has beenauthorized and approved in accordance with this section shall be certified onthe agreement of merger or consolidation on behalf of each constituent entity:

      (1)   In the case of any domestic general or limited partnership, by anygeneral partner;

      (2)   in the case of any domestic corporation, by its president or a vicepresident, and by its secretary or an assistant secretary;

      (3)   in the case of any domestic limited liability company, by any member ormanager; and

      (4)   in the case of any constituent entity formed under the laws of anyjurisdiction other than this state, in accordance with the laws of such otherjurisdiction.

      (c)   After the agreement of merger or consolidation is authorized andapproved, unless the agreement of merger or consolidation provides otherwise,and at any time before the agreement of merger or consolidation or certificateof merger or consolidation is effective as provided for in K.S.A. 17-7706, theagreement of merger or consolidation may be abandoned. Subject to anycontractual rights, in accordance with the procedure set forth in the agreementof merger or consolidation or, if none is set forth, with the approval of thosepersons or individuals entitled to approve the merger or consolidation asprovided in subsection (a).

      History:   L. 1995, ch. 245, § 9;L. 1999, ch. 119, § 85; Jan. 1, 2000.