17-6401.Classes or series of stock; rights, voting
powers, designations, preferences, qualifications, limitations or restrictions;
redemption; dividends; conversions and exchange; stock certificates,
requirements; issuance of stock where rights, voting powers, designations,
preferences, qualifications, limitations or restrictions not stated in
articles; uncertificated shares.
(a) Every corporation may issue one or more classes of stock or one or more
series of stock within any class thereof, any or all of which classes may be of
stock with par value or stock without par value and which classes or series may
have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the articles of incorporation or of any
amendment thereto, or in the resolution or resolutions providing for the issue
of such stock adopted by the board of directors pursuant to authority expressly
vested in it by the articles of incorporation. Any of the powers, designations,
preferences, rights and qualifications, limitations or restrictions of any such
class or series of stock may be made dependent upon facts ascertainable outside
the articles of incorporation or of any amendment thereto, or outside the
resolution or resolutions providing for the issue of such stock adopted by the
board of directors pursuant to authority expressly vested in it by the articles
of incorporation, provided that the manner in which such facts shall operate
upon the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of such class or series of stock is clearly and
expressly set forth in the articles of incorporation or in the resolution or
resolutions providing for the issue of such stock adopted by the board of
directors. The term "facts," as used in this subsection, includes, but is not
limited to, the occurrence of any event, including a determination or action by
any person or body, including the corporation. The power to increase or
decrease or otherwise adjust the capital stock as provided in this act shall
apply to all or any such classes of stock.
(b) The stock of any class or series may be made subject to redemption by the
corporation at its option or at the option of the holders of such stock or upon
the happening of a specified event. Immediately following any such redemption
the corporation shall have outstanding one or more shares of one or more
classes or series of stock, which share, or shares together, shall have full
voting powers. Notwithstanding the foregoing limitation:
(1) Any stock of a regulated investment company registered under the
investment company act of 1940 (15 U.S.C. §§ 80a-1 et
seq.), and amendments thereto, may be made subject to redemption by the
corporation at its option or at the option of the holders of such stock; and
(2) any stock of a corporation which holds directly or indirectly a license
or franchise from a governmental agency to conduct its business or is a member
of a national securities exchange, which license, franchise or membership is
conditioned upon some or all of the holders of its stock possessing prescribed
qualifications, may be made subject to redemption by the corporation to the
extent necessary to prevent the loss of such license, franchise or membership
or to reinstate it.
Any stock which may be made redeemable under this section may be redeemed for
cash, property or rights, including securities of the same or another
corporation, at such time or times, price or prices, or rate or rates, and with
such adjustments, as shall be stated in the articles of incorporation or in the
resolution or resolutions providing for the issue of such stock adopted by the
board of directors pursuant to subsection (a).
(c) The holders of preferred or special stock of any class or of any series
thereof shall be entitled to receive dividends at such rates, on such
conditions and at such times as shall be stated in the articles of
incorporation or in the resolution or resolutions providing for the issue of
such stock adopted by the board of directors as hereinabove provided, payable
in preference to, or in such relation to, the dividends payable on any other
class or classes or of any other series of stock, and cumulative or
noncumulative as shall be so stated and expressed. When dividends upon the
preferred and special stocks, if any, to the extent of the preference to which
such stocks are entitled, shall have been paid or declared and set apart for
payment, a dividend on the remaining class or classes or series of stock may
then be paid out of the remaining assets of the corporation available for
dividends as elsewhere in this act provided.
(d) The holders of the preferred or special stock of any class or of any
series thereof shall be entitled to such rights upon the dissolution of, or
upon any distribution of the assets of, the corporation as shall be stated in
the articles of incorporation or in the resolution or resolutions providing for
the issue of such stock adopted by the board of directors as
hereinabove provided.
(e) At the option of either the holder or the corporation or upon the
happening of a specified event, any stock of any class or of any series thereof
may be made convertible into or exchangeable for shares of any other class or
classes or any other series of the same or any other class or classes of stock
of the corporation, at such price or prices or at such rate or rates of
exchange and with such adjustments as shall be stated in the articles of
incorporation or in the resolution or resolutions providing for the issue of
such stock adopted by the board of directors as hereinabove provided.
(f) If any corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent certificated shares of such class or series of stock. Except
as otherwise provided in K.S.A. 17-6426, and amendments thereto, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation issues to represent such class or series of
stock, a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences or rights, or both. Within a reasonable time after the issuance or
transfer of uncertificated stock, the corporation shall send to the registered
owner thereof a written notice containing the information required to be set
forth or stated on certificates pursuant to this section or K.S.A. 17-6406,
subsection (a) of K.S.A. 17-6426 or subsection (a) of K.S.A. 17-6508, and
amendments thereto, or with respect to this section a statement that the
corporation will furnish without charge to each stockholder who requests the
powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights, or both. Except as
otherwise expressly provided by law, the rights and obligations of the holders
of uncertificated stock and the rights and obligations of the holders of
certificates representing stock of the same class and series shall be
identical.
(g) When any corporation desires to issue any shares of stock of any class or
of any series of any class of which the powers, designations, preferences and
relative, participating, optional or other rights, if any, or the
qualifications, limitations or restrictions thereof, if any, shall not have
been set forth in the articles of incorporation or in any amendment thereto,
but shall be provided for in a resolution or resolutions adopted by the board
of directors pursuant to authority expressly vested in it by the articles of
incorporation or any amendment thereto, a certificate of designations setting
forth a copy of such resolution or resolutions and the number of shares of
stock of such class or series shall be executed and filed in accordance with
K.S.A. 17-6003, and amendments thereto. Unless otherwise provided in any such
resolution or resolutions, the number of shares of stock of any such series to
which such resolution or resolutions apply may be increased, but not above the
total number of authorized shares of the class, or decreased, but not below the
number of shares thereof then outstanding, by a certificate likewise executed
and filed setting forth a statement that a specified increase or decrease had
been authorized and directed by a resolution or resolutions likewise adopted by
the board of directors. In case the number of such shares shall be decreased,
the number of shares specified in the certificate shall resume the status which
they had prior to the adoption of the first resolution or resolutions. When no
share of any such class or series are outstanding, either because none were
issued or because no issued shares of any such class or series remain
outstanding, a certificate setting forth a resolution or resolutions adopted by
the board of directors that none of the authorized shares of such class or
series are outstanding and that none will be issued may be executed and filed
in accordance with K.S.A. 17-6003, and amendments thereto. When such
certificate becomes effective, it shall have the effect of eliminating from the
articles of incorporation all reference to such class or series of stock.
Unless otherwise provided in the articles of incorporation, if no shares of
stock have been issued of a class or series of stock established by a
resolution of the board of directors, the powers, designations, preferences
and relative, participating, optional or other rights, if any, or the
qualifications, limitations or restrictions thereof, may be amended by a
resolution or resolutions adopted by the board of directors. A certificate
which: (1) States that no shares of the class or series have been issued; (2)
sets forth a copy of the resolution or resolutions; and (3) if the designation
of the class or series is being changed, indicates the original designation and
the new designation; shall be executed and filed and shall become effective in
accordance with K.S.A. 17-6003, and amendments thereto. When any certificate
filed under this subsection becomes effective, it shall have the effect of
amending the articles of incorporation, except that neither the filing of such
certificate nor the filing of restated articles of incorporation pursuant to
K.S.A. 17-6605, and amendments thereto, shall prohibit the board of directors
from subsequently adopting such resolutions as authorized by this subsection.
History: L. 1972, ch. 52, § 28;
L. 1986, ch. 399, § 2;
L. 1988, ch. 99, § 9;
Revived and amend., L. 1988, ch. 100, § 9;
L. 1992, ch. 270, § 6;
L. 1993, ch. 163, § 1;
L. 1999, ch. 39, § 10;
L. 2000, ch. 39, § 23;
L. 2004, ch. 143, § 12; Jan. 1, 2005.
17-6401.Classes or series of stock; rights, voting
powers, designations, preferences, qualifications, limitations or restrictions;
redemption; dividends; conversions and exchange; stock certificates,
requirements; issuance of stock where rights, voting powers, designations,
preferences, qualifications, limitations or restrictions not stated in
articles; uncertificated shares.
(a) Every corporation may issue one or more classes of stock or one or more
series of stock within any class thereof, any or all of which classes may be of
stock with par value or stock without par value and which classes or series may
have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the articles of incorporation or of any
amendment thereto, or in the resolution or resolutions providing for the issue
of such stock adopted by the board of directors pursuant to authority expressly
vested in it by the articles of incorporation. Any of the powers, designations,
preferences, rights and qualifications, limitations or restrictions of any such
class or series of stock may be made dependent upon facts ascertainable outside
the articles of incorporation or of any amendment thereto, or outside the
resolution or resolutions providing for the issue of such stock adopted by the
board of directors pursuant to authority expressly vested in it by the articles
of incorporation, provided that the manner in which such facts shall operate
upon the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of such class or series of stock is clearly and
expressly set forth in the articles of incorporation or in the resolution or
resolutions providing for the issue of such stock adopted by the board of
directors. The term "facts," as used in this subsection, includes, but is not
limited to, the occurrence of any event, including a determination or action by
any person or body, including the corporation. The power to increase or
decrease or otherwise adjust the capital stock as provided in this act shall
apply to all or any such classes of stock.
(b) The stock of any class or series may be made subject to redemption by the
corporation at its option or at the option of the holders of such stock or upon
the happening of a specified event. Immediately following any such redemption
the corporation shall have outstanding one or more shares of one or more
classes or series of stock, which share, or shares together, shall have full
voting powers. Notwithstanding the foregoing limitation:
(1) Any stock of a regulated investment company registered under the
investment company act of 1940 (15 U.S.C. §§ 80a-1 et
seq.), and amendments thereto, may be made subject to redemption by the
corporation at its option or at the option of the holders of such stock; and
(2) any stock of a corporation which holds directly or indirectly a license
or franchise from a governmental agency to conduct its business or is a member
of a national securities exchange, which license, franchise or membership is
conditioned upon some or all of the holders of its stock possessing prescribed
qualifications, may be made subject to redemption by the corporation to the
extent necessary to prevent the loss of such license, franchise or membership
or to reinstate it.
Any stock which may be made redeemable under this section may be redeemed for
cash, property or rights, including securities of the same or another
corporation, at such time or times, price or prices, or rate or rates, and with
such adjustments, as shall be stated in the articles of incorporation or in the
resolution or resolutions providing for the issue of such stock adopted by the
board of directors pursuant to subsection (a).
(c) The holders of preferred or special stock of any class or of any series
thereof shall be entitled to receive dividends at such rates, on such
conditions and at such times as shall be stated in the articles of
incorporation or in the resolution or resolutions providing for the issue of
such stock adopted by the board of directors as hereinabove provided, payable
in preference to, or in such relation to, the dividends payable on any other
class or classes or of any other series of stock, and cumulative or
noncumulative as shall be so stated and expressed. When dividends upon the
preferred and special stocks, if any, to the extent of the preference to which
such stocks are entitled, shall have been paid or declared and set apart for
payment, a dividend on the remaining class or classes or series of stock may
then be paid out of the remaining assets of the corporation available for
dividends as elsewhere in this act provided.
(d) The holders of the preferred or special stock of any class or of any
series thereof shall be entitled to such rights upon the dissolution of, or
upon any distribution of the assets of, the corporation as shall be stated in
the articles of incorporation or in the resolution or resolutions providing for
the issue of such stock adopted by the board of directors as
hereinabove provided.
(e) At the option of either the holder or the corporation or upon the
happening of a specified event, any stock of any class or of any series thereof
may be made convertible into or exchangeable for shares of any other class or
classes or any other series of the same or any other class or classes of stock
of the corporation, at such price or prices or at such rate or rates of
exchange and with such adjustments as shall be stated in the articles of
incorporation or in the resolution or resolutions providing for the issue of
such stock adopted by the board of directors as hereinabove provided.
(f) If any corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent certificated shares of such class or series of stock. Except
as otherwise provided in K.S.A. 17-6426, and amendments thereto, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation issues to represent such class or series of
stock, a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences or rights, or both. Within a reasonable time after the issuance or
transfer of uncertificated stock, the corporation shall send to the registered
owner thereof a written notice containing the information required to be set
forth or stated on certificates pursuant to this section or K.S.A. 17-6406,
subsection (a) of K.S.A. 17-6426 or subsection (a) of K.S.A. 17-6508, and
amendments thereto, or with respect to this section a statement that the
corporation will furnish without charge to each stockholder who requests the
powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights, or both. Except as
otherwise expressly provided by law, the rights and obligations of the holders
of uncertificated stock and the rights and obligations of the holders of
certificates representing stock of the same class and series shall be
identical.
(g) When any corporation desires to issue any shares of stock of any class or
of any series of any class of which the powers, designations, preferences and
relative, participating, optional or other rights, if any, or the
qualifications, limitations or restrictions thereof, if any, shall not have
been set forth in the articles of incorporation or in any amendment thereto,
but shall be provided for in a resolution or resolutions adopted by the board
of directors pursuant to authority expressly vested in it by the articles of
incorporation or any amendment thereto, a certificate of designations setting
forth a copy of such resolution or resolutions and the number of shares of
stock of such class or series shall be executed and filed in accordance with
K.S.A. 17-6003, and amendments thereto. Unless otherwise provided in any such
resolution or resolutions, the number of shares of stock of any such series to
which such resolution or resolutions apply may be increased, but not above the
total number of authorized shares of the class, or decreased, but not below the
number of shares thereof then outstanding, by a certificate likewise executed
and filed setting forth a statement that a specified increase or decrease had
been authorized and directed by a resolution or resolutions likewise adopted by
the board of directors. In case the number of such shares shall be decreased,
the number of shares specified in the certificate shall resume the status which
they had prior to the adoption of the first resolution or resolutions. When no
share of any such class or series are outstanding, either because none were
issued or because no issued shares of any such class or series remain
outstanding, a certificate setting forth a resolution or resolutions adopted by
the board of directors that none of the authorized shares of such class or
series are outstanding and that none will be issued may be executed and filed
in accordance with K.S.A. 17-6003, and amendments thereto. When such
certificate becomes effective, it shall have the effect of eliminating from the
articles of incorporation all reference to such class or series of stock.
Unless otherwise provided in the articles of incorporation, if no shares of
stock have been issued of a class or series of stock established by a
resolution of the board of directors, the powers, designations, preferences
and relative, participating, optional or other rights, if any, or the
qualifications, limitations or restrictions thereof, may be amended by a
resolution or resolutions adopted by the board of directors. A certificate
which: (1) States that no shares of the class or series have been issued; (2)
sets forth a copy of the resolution or resolutions; and (3) if the designation
of the class or series is being changed, indicates the original designation and
the new designation; shall be executed and filed and shall become effective in
accordance with K.S.A. 17-6003, and amendments thereto. When any certificate
filed under this subsection becomes effective, it shall have the effect of
amending the articles of incorporation, except that neither the filing of such
certificate nor the filing of restated articles of incorporation pursuant to
K.S.A. 17-6605, and amendments thereto, shall prohibit the board of directors
from subsequently adopting such resolutions as authorized by this subsection.
History: L. 1972, ch. 52, § 28;
L. 1986, ch. 399, § 2;
L. 1988, ch. 99, § 9;
Revived and amend., L. 1988, ch. 100, § 9;
L. 1992, ch. 270, § 6;
L. 1993, ch. 163, § 1;
L. 1999, ch. 39, § 10;
L. 2000, ch. 39, § 23;
L. 2004, ch. 143, § 12; Jan. 1, 2005.
17-6401.Classes or series of stock; rights, voting
powers, designations, preferences, qualifications, limitations or restrictions;
redemption; dividends; conversions and exchange; stock certificates,
requirements; issuance of stock where rights, voting powers, designations,
preferences, qualifications, limitations or restrictions not stated in
articles; uncertificated shares.
(a) Every corporation may issue one or more classes of stock or one or more
series of stock within any class thereof, any or all of which classes may be of
stock with par value or stock without par value and which classes or series may
have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the articles of incorporation or of any
amendment thereto, or in the resolution or resolutions providing for the issue
of such stock adopted by the board of directors pursuant to authority expressly
vested in it by the articles of incorporation. Any of the powers, designations,
preferences, rights and qualifications, limitations or restrictions of any such
class or series of stock may be made dependent upon facts ascertainable outside
the articles of incorporation or of any amendment thereto, or outside the
resolution or resolutions providing for the issue of such stock adopted by the
board of directors pursuant to authority expressly vested in it by the articles
of incorporation, provided that the manner in which such facts shall operate
upon the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of such class or series of stock is clearly and
expressly set forth in the articles of incorporation or in the resolution or
resolutions providing for the issue of such stock adopted by the board of
directors. The term "facts," as used in this subsection, includes, but is not
limited to, the occurrence of any event, including a determination or action by
any person or body, including the corporation. The power to increase or
decrease or otherwise adjust the capital stock as provided in this act shall
apply to all or any such classes of stock.
(b) The stock of any class or series may be made subject to redemption by the
corporation at its option or at the option of the holders of such stock or upon
the happening of a specified event. Immediately following any such redemption
the corporation shall have outstanding one or more shares of one or more
classes or series of stock, which share, or shares together, shall have full
voting powers. Notwithstanding the foregoing limitation:
(1) Any stock of a regulated investment company registered under the
investment company act of 1940 (15 U.S.C. §§ 80a-1 et
seq.), and amendments thereto, may be made subject to redemption by the
corporation at its option or at the option of the holders of such stock; and
(2) any stock of a corporation which holds directly or indirectly a license
or franchise from a governmental agency to conduct its business or is a member
of a national securities exchange, which license, franchise or membership is
conditioned upon some or all of the holders of its stock possessing prescribed
qualifications, may be made subject to redemption by the corporation to the
extent necessary to prevent the loss of such license, franchise or membership
or to reinstate it.
Any stock which may be made redeemable under this section may be redeemed for
cash, property or rights, including securities of the same or another
corporation, at such time or times, price or prices, or rate or rates, and with
such adjustments, as shall be stated in the articles of incorporation or in the
resolution or resolutions providing for the issue of such stock adopted by the
board of directors pursuant to subsection (a).
(c) The holders of preferred or special stock of any class or of any series
thereof shall be entitled to receive dividends at such rates, on such
conditions and at such times as shall be stated in the articles of
incorporation or in the resolution or resolutions providing for the issue of
such stock adopted by the board of directors as hereinabove provided, payable
in preference to, or in such relation to, the dividends payable on any other
class or classes or of any other series of stock, and cumulative or
noncumulative as shall be so stated and expressed. When dividends upon the
preferred and special stocks, if any, to the extent of the preference to which
such stocks are entitled, shall have been paid or declared and set apart for
payment, a dividend on the remaining class or classes or series of stock may
then be paid out of the remaining assets of the corporation available for
dividends as elsewhere in this act provided.
(d) The holders of the preferred or special stock of any class or of any
series thereof shall be entitled to such rights upon the dissolution of, or
upon any distribution of the assets of, the corporation as shall be stated in
the articles of incorporation or in the resolution or resolutions providing for
the issue of such stock adopted by the board of directors as
hereinabove provided.
(e) At the option of either the holder or the corporation or upon the
happening of a specified event, any stock of any class or of any series thereof
may be made convertible into or exchangeable for shares of any other class or
classes or any other series of the same or any other class or classes of stock
of the corporation, at such price or prices or at such rate or rates of
exchange and with such adjustments as shall be stated in the articles of
incorporation or in the resolution or resolutions providing for the issue of
such stock adopted by the board of directors as hereinabove provided.
(f) If any corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent certificated shares of such class or series of stock. Except
as otherwise provided in K.S.A. 17-6426, and amendments thereto, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation issues to represent such class or series of
stock, a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences or rights, or both. Within a reasonable time after the issuance or
transfer of uncertificated stock, the corporation shall send to the registered
owner thereof a written notice containing the information required to be set
forth or stated on certificates pursuant to this section or K.S.A. 17-6406,
subsection (a) of K.S.A. 17-6426 or subsection (a) of K.S.A. 17-6508, and
amendments thereto, or with respect to this section a statement that the
corporation will furnish without charge to each stockholder who requests the
powers, designations, preferences and relative participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences or rights, or both. Except as
otherwise expressly provided by law, the rights and obligations of the holders
of uncertificated stock and the rights and obligations of the holders of
certificates representing stock of the same class and series shall be
identical.
(g) When any corporation desires to issue any shares of stock of any class or
of any series of any class of which the powers, designations, preferences and
relative, participating, optional or other rights, if any, or the
qualifications, limitations or restrictions thereof, if any, shall not have
been set forth in the articles of incorporation or in any amendment thereto,
but shall be provided for in a resolution or resolutions adopted by the board
of directors pursuant to authority expressly vested in it by the articles of
incorporation or any amendment thereto, a certificate of designations setting
forth a copy of such resolution or resolutions and the number of shares of
stock of such class or series shall be executed and filed in accordance with
K.S.A. 17-6003, and amendments thereto. Unless otherwise provided in any such
resolution or resolutions, the number of shares of stock of any such series to
which such resolution or resolutions apply may be increased, but not above the
total number of authorized shares of the class, or decreased, but not below the
number of shares thereof then outstanding, by a certificate likewise executed
and filed setting forth a statement that a specified increase or decrease had
been authorized and directed by a resolution or resolutions likewise adopted by
the board of directors. In case the number of such shares shall be decreased,
the number of shares specified in the certificate shall resume the status which
they had prior to the adoption of the first resolution or resolutions. When no
share of any such class or series are outstanding, either because none were
issued or because no issued shares of any such class or series remain
outstanding, a certificate setting forth a resolution or resolutions adopted by
the board of directors that none of the authorized shares of such class or
series are outstanding and that none will be issued may be executed and filed
in accordance with K.S.A. 17-6003, and amendments thereto. When such
certificate becomes effective, it shall have the effect of eliminating from the
articles of incorporation all reference to such class or series of stock.
Unless otherwise provided in the articles of incorporation, if no shares of
stock have been issued of a class or series of stock established by a
resolution of the board of directors, the powers, designations, preferences
and relative, participating, optional or other rights, if any, or the
qualifications, limitations or restrictions thereof, may be amended by a
resolution or resolutions adopted by the board of directors. A certificate
which: (1) States that no shares of the class or series have been issued; (2)
sets forth a copy of the resolution or resolutions; and (3) if the designation
of the class or series is being changed, indicates the original designation and
the new designation; shall be executed and filed and shall become effective in
accordance with K.S.A. 17-6003, and amendments thereto. When any certificate
filed under this subsection becomes effective, it shall have the effect of
amending the articles of incorporation, except that neither the filing of such
certificate nor the filing of restated articles of incorporation pursuant to
K.S.A. 17-6605, and amendments thereto, shall prohibit the board of directors
from subsequently adopting such resolutions as authorized by this subsection.
History: L. 1972, ch. 52, § 28;
L. 1986, ch. 399, § 2;
L. 1988, ch. 99, § 9;
Revived and amend., L. 1988, ch. 100, § 9;
L. 1992, ch. 270, § 6;
L. 1993, ch. 163, § 1;
L. 1999, ch. 39, § 10;
L. 2000, ch. 39, § 23;
L. 2004, ch. 143, § 12; Jan. 1, 2005.