17-6002.Articles of incorporation;
contents.
(a) The articles of incorporation shall set forth:
(1) The name of the corporation which, except for banks, shall contain one
of the words "association," "church," "college," "company," "corporation,"
"club," "foundation," "fund," "incorporated," "institute," "society," "union,"
"university," "syndicate" or "limited," or one of the abbreviations
"co.," "corp.," "inc.," "ltd.," or words or abbreviations of like import in
other languages if they are written in Roman characters or letters, and which
shall be such as to distinguish it upon the records in the office of the
secretary of state from the names of other corporations, limited liability
companies and limited partnerships organized, reserved or registered under the
laws of this state, unless there shall be obtained the written consent of such
other corporation, limited liability company or limited partnership executed
and filed in accordance with K.S.A. 17-6003, and amendments thereto. The name
of every corporation heretofore organized, except for banks, may be changed to
conform to the provisions of this section, but such change of name for existing
corporations shall not be required, and nothing herein shall be construed as
requiring any corporation which is subject to special statutory regulation to
include any of such names or abbreviations in the name of such corporation if
such name or abbreviation would be inconsistent or in conflict with such
special statutory regulation;
(2) the address, which shall include the street, number, city and zip code of
the corporation's registered office in this state, and the name of its resident
agent at such address;
(3) the nature of the business or purposes to be conducted or promoted. It
shall be sufficient to state, either alone or with other businesses or
purposes, that the purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Kansas general
corporation code, and by such statement all lawful acts and activities shall be
within the purposes of the corporation, except for express limitations, if any;
(4) if the corporation is to be authorized to issue only one class of stock,
the total number of shares of stock which the corporation shall have authority
to issue and the par value of each of such shares, or a statement that all such
shares are to be without par value. If the corporation is to be authorized to
issue more than one class of stock, the articles of incorporation shall set
forth the total number of shares of all classes of stock which the corporation
shall have authority to issue and the number of shares of each class, and shall
specify each class the shares of which are to be without par value, and each
class the shares of which are to have a par value and the par value of the
shares of each such class. The articles of incorporation shall also set forth a
statement of the designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, which are permitted by
K.S.A. 17-6401, and amendments thereto, in respect to any class or classes of
stock or any series of any class of stock of the corporation and the fixing of
which by the articles of incorporation is desired, and an express grant of such
authority as it may then be desired to grant to the board of directors to fix
by resolution or resolutions any thereof that may be desired but which shall
not be fixed by the articles of incorporation. The provisions of this
subsection shall not apply to corporations which are not organized for profit
and which are not to have authority to issue capital stock. In the case of such
corporations, the fact that they are not to have authority to issue capital
stock shall be stated in the articles of incorporation and unless otherwise
provided in the articles of incorporation or bylaws, the directors of such
corporation shall be members for all purposes under the Kansas general
corporation code. The conditions of membership of such corporations shall
likewise be stated in the articles of incorporation or the articles may provide
that the conditions of membership shall be stated in the bylaws, and if a
corporation not organized for profit is to have authority to issue capital
stock, such fact shall be stated in the articles of incorporation;
(5) the name and mailing address of the incorporator or incorporators; and
(6) if the powers of the incorporator or incorporators are to terminate upon
the filing of the articles of incorporation, the names and mailing addresses of
the persons who are to serve as directors until the first annual meeting of
stockholders or until their successors are elected and qualify.
(b) In addition to the matters required to be set forth in the articles of
incorporation by subsection (a), the articles of incorporation may also contain
any or all of the following matters:
(1) Any provision for the management of the business and for the conduct of
the affairs of the corporation, and any provision creating, defining, limiting
and regulating the sale or other disposition of stock and the powers of the
corporation, the directors and the stockholders, or any class of the
stockholders, or the members of a nonstock corporation, if such provisions are
not contrary to the laws of this state. Any provision which is required or
permitted by any section of this act to be stated in the bylaws may be stated
instead in the articles of incorporation;
(2) the following provisions, in these words: "Whenever a compromise or
arrangement is proposed between this corporation and its creditors or any class
of them or between this corporation and its stockholders or any class of them,
any court of competent jurisdiction within the state of Kansas, on the
application in a summary way of this corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for this corporation under the provisions of K.S.A. 17-6808 and
17-6901, and amendments thereto, may order a meeting of the creditors or class
of creditors, or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the court
directs. If a majority in number representing 3/4 in value of the creditors or
class of creditors, or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement and the reorganization, if sanctioned by the court to which the
application has been made, shall be binding on all the creditors or class of
creditors, or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation";
(3) such provisions as may be desired granting to the holders of the stock of
the corporation, or the holders of any class or series of a class thereof, the
preemptive right to subscribe to any or all additional issues of stock of the
corporation of any or all classes or series thereof, or to any securities of
the corporation convertible into such stock. No stockholder shall have any
preemptive right to subscribe to an additional issue of stock or to any
security convertible into such stock unless, and except to the extent that,
such right is expressly granted to such stockholder in the articles of
incorporation. All such rights in existence on July 1, 1972, shall remain in
existence unaffected by this paragraph (3) unless and until changed or
terminated by appropriate action which expressly provides for such change or
termination;
(4) provisions requiring for any corporate action, the vote of a larger
portion of the stock or of any class or series thereof, or of any other
securities having voting power, or a larger number of the directors, than is
required by this act;
(5) a provision limiting the duration of the corporation's existence to a
specified date; otherwise, the corporation shall have perpetual existence;
(6) a provision imposing personal liability for the debts of the corporation
on its stockholders or members to a specified extent and upon specified
conditions; otherwise, the stockholders or members of a corporation shall not
be personally liable for the payment of the corporation's debts except as they
may be liable by reason of their own conduct or acts;
(7) the manner of adoption, alteration and repeal of bylaws; and
(8) a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders, policyholders or members for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (A) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, policyholders or members, (B) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(C) under the provisions of K.S.A. 17-6424, and amendments thereto, or (D) for
any transaction from which the director derived an improper personal benefit.
No such provision shall eliminate or limit the liability of a director for any
act or omission occurring prior to the date when such provision becomes
effective. All references in this subsection to a director shall be deemed also
to refer to a member of the governing body of a corporation which is not
authorized to issue capital stock.
(c) It shall not be necessary to set forth in the articles of
incorporation any of the powers conferred on corporations by this act.
History: L. 1972, ch. 52, § 2;
L. 1973, ch. 100, § 1;
L. 1975, ch. 144, § 1;
L. 1978, ch. 85, § 1;
L. 1978, ch. 86, § 1;
L. 1984, ch. 93, § 1;
L. 1987, ch. 88, § 1;
L. 1988, ch. 99, § 3;
Revived and amend., L. 1988, ch. 100, § 3;
L. 1991, ch. 76, § 11;
L. 1992, ch. 270, § 1;
L. 1999, ch. 41, § 2;
L. 2000, ch. 39, § 17;
L. 2004, ch. 143, § 1;
L. 2005, ch. 83, § 2; July 1.
17-6002.Articles of incorporation;
contents.
(a) The articles of incorporation shall set forth:
(1) The name of the corporation which, except for banks, shall contain one
of the words "association," "church," "college," "company," "corporation,"
"club," "foundation," "fund," "incorporated," "institute," "society," "union,"
"university," "syndicate" or "limited," or one of the abbreviations
"co.," "corp.," "inc.," "ltd.," or words or abbreviations of like import in
other languages if they are written in Roman characters or letters, and which
shall be such as to distinguish it upon the records in the office of the
secretary of state from the names of other corporations, limited liability
companies and limited partnerships organized, reserved or registered under the
laws of this state, unless there shall be obtained the written consent of such
other corporation, limited liability company or limited partnership executed
and filed in accordance with K.S.A. 17-6003, and amendments thereto. The name
of every corporation heretofore organized, except for banks, may be changed to
conform to the provisions of this section, but such change of name for existing
corporations shall not be required, and nothing herein shall be construed as
requiring any corporation which is subject to special statutory regulation to
include any of such names or abbreviations in the name of such corporation if
such name or abbreviation would be inconsistent or in conflict with such
special statutory regulation;
(2) the address, which shall include the street, number, city and zip code of
the corporation's registered office in this state, and the name of its resident
agent at such address;
(3) the nature of the business or purposes to be conducted or promoted. It
shall be sufficient to state, either alone or with other businesses or
purposes, that the purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Kansas general
corporation code, and by such statement all lawful acts and activities shall be
within the purposes of the corporation, except for express limitations, if any;
(4) if the corporation is to be authorized to issue only one class of stock,
the total number of shares of stock which the corporation shall have authority
to issue and the par value of each of such shares, or a statement that all such
shares are to be without par value. If the corporation is to be authorized to
issue more than one class of stock, the articles of incorporation shall set
forth the total number of shares of all classes of stock which the corporation
shall have authority to issue and the number of shares of each class, and shall
specify each class the shares of which are to be without par value, and each
class the shares of which are to have a par value and the par value of the
shares of each such class. The articles of incorporation shall also set forth a
statement of the designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, which are permitted by
K.S.A. 17-6401, and amendments thereto, in respect to any class or classes of
stock or any series of any class of stock of the corporation and the fixing of
which by the articles of incorporation is desired, and an express grant of such
authority as it may then be desired to grant to the board of directors to fix
by resolution or resolutions any thereof that may be desired but which shall
not be fixed by the articles of incorporation. The provisions of this
subsection shall not apply to corporations which are not organized for profit
and which are not to have authority to issue capital stock. In the case of such
corporations, the fact that they are not to have authority to issue capital
stock shall be stated in the articles of incorporation and unless otherwise
provided in the articles of incorporation or bylaws, the directors of such
corporation shall be members for all purposes under the Kansas general
corporation code. The conditions of membership of such corporations shall
likewise be stated in the articles of incorporation or the articles may provide
that the conditions of membership shall be stated in the bylaws, and if a
corporation not organized for profit is to have authority to issue capital
stock, such fact shall be stated in the articles of incorporation;
(5) the name and mailing address of the incorporator or incorporators; and
(6) if the powers of the incorporator or incorporators are to terminate upon
the filing of the articles of incorporation, the names and mailing addresses of
the persons who are to serve as directors until the first annual meeting of
stockholders or until their successors are elected and qualify.
(b) In addition to the matters required to be set forth in the articles of
incorporation by subsection (a), the articles of incorporation may also contain
any or all of the following matters:
(1) Any provision for the management of the business and for the conduct of
the affairs of the corporation, and any provision creating, defining, limiting
and regulating the sale or other disposition of stock and the powers of the
corporation, the directors and the stockholders, or any class of the
stockholders, or the members of a nonstock corporation, if such provisions are
not contrary to the laws of this state. Any provision which is required or
permitted by any section of this act to be stated in the bylaws may be stated
instead in the articles of incorporation;
(2) the following provisions, in these words: "Whenever a compromise or
arrangement is proposed between this corporation and its creditors or any class
of them or between this corporation and its stockholders or any class of them,
any court of competent jurisdiction within the state of Kansas, on the
application in a summary way of this corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for this corporation under the provisions of K.S.A. 17-6808 and
17-6901, and amendments thereto, may order a meeting of the creditors or class
of creditors, or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the court
directs. If a majority in number representing 3/4 in value of the creditors or
class of creditors, or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement and the reorganization, if sanctioned by the court to which the
application has been made, shall be binding on all the creditors or class of
creditors, or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation";
(3) such provisions as may be desired granting to the holders of the stock of
the corporation, or the holders of any class or series of a class thereof, the
preemptive right to subscribe to any or all additional issues of stock of the
corporation of any or all classes or series thereof, or to any securities of
the corporation convertible into such stock. No stockholder shall have any
preemptive right to subscribe to an additional issue of stock or to any
security convertible into such stock unless, and except to the extent that,
such right is expressly granted to such stockholder in the articles of
incorporation. All such rights in existence on July 1, 1972, shall remain in
existence unaffected by this paragraph (3) unless and until changed or
terminated by appropriate action which expressly provides for such change or
termination;
(4) provisions requiring for any corporate action, the vote of a larger
portion of the stock or of any class or series thereof, or of any other
securities having voting power, or a larger number of the directors, than is
required by this act;
(5) a provision limiting the duration of the corporation's existence to a
specified date; otherwise, the corporation shall have perpetual existence;
(6) a provision imposing personal liability for the debts of the corporation
on its stockholders or members to a specified extent and upon specified
conditions; otherwise, the stockholders or members of a corporation shall not
be personally liable for the payment of the corporation's debts except as they
may be liable by reason of their own conduct or acts;
(7) the manner of adoption, alteration and repeal of bylaws; and
(8) a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders, policyholders or members for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (A) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, policyholders or members, (B) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(C) under the provisions of K.S.A. 17-6424, and amendments thereto, or (D) for
any transaction from which the director derived an improper personal benefit.
No such provision shall eliminate or limit the liability of a director for any
act or omission occurring prior to the date when such provision becomes
effective. All references in this subsection to a director shall be deemed also
to refer to a member of the governing body of a corporation which is not
authorized to issue capital stock.
(c) It shall not be necessary to set forth in the articles of
incorporation any of the powers conferred on corporations by this act.
History: L. 1972, ch. 52, § 2;
L. 1973, ch. 100, § 1;
L. 1975, ch. 144, § 1;
L. 1978, ch. 85, § 1;
L. 1978, ch. 86, § 1;
L. 1984, ch. 93, § 1;
L. 1987, ch. 88, § 1;
L. 1988, ch. 99, § 3;
Revived and amend., L. 1988, ch. 100, § 3;
L. 1991, ch. 76, § 11;
L. 1992, ch. 270, § 1;
L. 1999, ch. 41, § 2;
L. 2000, ch. 39, § 17;
L. 2004, ch. 143, § 1;
L. 2005, ch. 83, § 2; July 1.
17-6002.Articles of incorporation;
contents.
(a) The articles of incorporation shall set forth:
(1) The name of the corporation which, except for banks, shall contain one
of the words "association," "church," "college," "company," "corporation,"
"club," "foundation," "fund," "incorporated," "institute," "society," "union,"
"university," "syndicate" or "limited," or one of the abbreviations
"co.," "corp.," "inc.," "ltd.," or words or abbreviations of like import in
other languages if they are written in Roman characters or letters, and which
shall be such as to distinguish it upon the records in the office of the
secretary of state from the names of other corporations, limited liability
companies and limited partnerships organized, reserved or registered under the
laws of this state, unless there shall be obtained the written consent of such
other corporation, limited liability company or limited partnership executed
and filed in accordance with K.S.A. 17-6003, and amendments thereto. The name
of every corporation heretofore organized, except for banks, may be changed to
conform to the provisions of this section, but such change of name for existing
corporations shall not be required, and nothing herein shall be construed as
requiring any corporation which is subject to special statutory regulation to
include any of such names or abbreviations in the name of such corporation if
such name or abbreviation would be inconsistent or in conflict with such
special statutory regulation;
(2) the address, which shall include the street, number, city and zip code of
the corporation's registered office in this state, and the name of its resident
agent at such address;
(3) the nature of the business or purposes to be conducted or promoted. It
shall be sufficient to state, either alone or with other businesses or
purposes, that the purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Kansas general
corporation code, and by such statement all lawful acts and activities shall be
within the purposes of the corporation, except for express limitations, if any;
(4) if the corporation is to be authorized to issue only one class of stock,
the total number of shares of stock which the corporation shall have authority
to issue and the par value of each of such shares, or a statement that all such
shares are to be without par value. If the corporation is to be authorized to
issue more than one class of stock, the articles of incorporation shall set
forth the total number of shares of all classes of stock which the corporation
shall have authority to issue and the number of shares of each class, and shall
specify each class the shares of which are to be without par value, and each
class the shares of which are to have a par value and the par value of the
shares of each such class. The articles of incorporation shall also set forth a
statement of the designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, which are permitted by
K.S.A. 17-6401, and amendments thereto, in respect to any class or classes of
stock or any series of any class of stock of the corporation and the fixing of
which by the articles of incorporation is desired, and an express grant of such
authority as it may then be desired to grant to the board of directors to fix
by resolution or resolutions any thereof that may be desired but which shall
not be fixed by the articles of incorporation. The provisions of this
subsection shall not apply to corporations which are not organized for profit
and which are not to have authority to issue capital stock. In the case of such
corporations, the fact that they are not to have authority to issue capital
stock shall be stated in the articles of incorporation and unless otherwise
provided in the articles of incorporation or bylaws, the directors of such
corporation shall be members for all purposes under the Kansas general
corporation code. The conditions of membership of such corporations shall
likewise be stated in the articles of incorporation or the articles may provide
that the conditions of membership shall be stated in the bylaws, and if a
corporation not organized for profit is to have authority to issue capital
stock, such fact shall be stated in the articles of incorporation;
(5) the name and mailing address of the incorporator or incorporators; and
(6) if the powers of the incorporator or incorporators are to terminate upon
the filing of the articles of incorporation, the names and mailing addresses of
the persons who are to serve as directors until the first annual meeting of
stockholders or until their successors are elected and qualify.
(b) In addition to the matters required to be set forth in the articles of
incorporation by subsection (a), the articles of incorporation may also contain
any or all of the following matters:
(1) Any provision for the management of the business and for the conduct of
the affairs of the corporation, and any provision creating, defining, limiting
and regulating the sale or other disposition of stock and the powers of the
corporation, the directors and the stockholders, or any class of the
stockholders, or the members of a nonstock corporation, if such provisions are
not contrary to the laws of this state. Any provision which is required or
permitted by any section of this act to be stated in the bylaws may be stated
instead in the articles of incorporation;
(2) the following provisions, in these words: "Whenever a compromise or
arrangement is proposed between this corporation and its creditors or any class
of them or between this corporation and its stockholders or any class of them,
any court of competent jurisdiction within the state of Kansas, on the
application in a summary way of this corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for this corporation under the provisions of K.S.A. 17-6808 and
17-6901, and amendments thereto, may order a meeting of the creditors or class
of creditors, or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the court
directs. If a majority in number representing 3/4 in value of the creditors or
class of creditors, or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement and the reorganization, if sanctioned by the court to which the
application has been made, shall be binding on all the creditors or class of
creditors, or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation";
(3) such provisions as may be desired granting to the holders of the stock of
the corporation, or the holders of any class or series of a class thereof, the
preemptive right to subscribe to any or all additional issues of stock of the
corporation of any or all classes or series thereof, or to any securities of
the corporation convertible into such stock. No stockholder shall have any
preemptive right to subscribe to an additional issue of stock or to any
security convertible into such stock unless, and except to the extent that,
such right is expressly granted to such stockholder in the articles of
incorporation. All such rights in existence on July 1, 1972, shall remain in
existence unaffected by this paragraph (3) unless and until changed or
terminated by appropriate action which expressly provides for such change or
termination;
(4) provisions requiring for any corporate action, the vote of a larger
portion of the stock or of any class or series thereof, or of any other
securities having voting power, or a larger number of the directors, than is
required by this act;
(5) a provision limiting the duration of the corporation's existence to a
specified date; otherwise, the corporation shall have perpetual existence;
(6) a provision imposing personal liability for the debts of the corporation
on its stockholders or members to a specified extent and upon specified
conditions; otherwise, the stockholders or members of a corporation shall not
be personally liable for the payment of the corporation's debts except as they
may be liable by reason of their own conduct or acts;
(7) the manner of adoption, alteration and repeal of bylaws; and
(8) a provision eliminating or limiting the personal liability of a director
to the corporation or its stockholders, policyholders or members for monetary
damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (A) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, policyholders or members, (B) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(C) under the provisions of K.S.A. 17-6424, and amendments thereto, or (D) for
any transaction from which the director derived an improper personal benefit.
No such provision shall eliminate or limit the liability of a director for any
act or omission occurring prior to the date when such provision becomes
effective. All references in this subsection to a director shall be deemed also
to refer to a member of the governing body of a corporation which is not
authorized to issue capital stock.
(c) It shall not be necessary to set forth in the articles of
incorporation any of the powers conferred on corporations by this act.
History: L. 1972, ch. 52, § 2;
L. 1973, ch. 100, § 1;
L. 1975, ch. 144, § 1;
L. 1978, ch. 85, § 1;
L. 1978, ch. 86, § 1;
L. 1984, ch. 93, § 1;
L. 1987, ch. 88, § 1;
L. 1988, ch. 99, § 3;
Revived and amend., L. 1988, ch. 100, § 3;
L. 1991, ch. 76, § 11;
L. 1992, ch. 270, § 1;
L. 1999, ch. 41, § 2;
L. 2000, ch. 39, § 17;
L. 2004, ch. 143, § 1;
L. 2005, ch. 83, § 2; July 1.