Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6502.Voting rights of stockholders; proxies,
limitations.
(a) Unless otherwise provided in the articles of incorporation and subject to
the provisions of K.S.A. 17-6503, and amendments thereto, each stockholder
shall be entitled to one vote for each share of capital stock held by such
stockholder. If the articles of incorporation provide for more or less than one
vote for any share on any matter, every reference in this act to a majority or
other proportion of stock shall refer to such majority or other proportion of
the votes of such stock.
(b) Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for the stockholder by proxy as
provided in this subsection, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.
(c) Without limiting the manner in which a stockholder may authorize another
person or persons to act for such stockholder as proxy pursuant to subsection
(b), the following shall constitute a valid means by which a stockholder may
grant such authority: (1) A stockholder may execute a writing authorizing
another person or persons to act for such stockholder as proxy. Execution may
be accomplished by the stockholder or the stockholder's authorized officer,
director, employee or agent signing the writing or causing the stockholder's
signature to be affixed to the writing by any reasonable means, including, but
not limited to, facsimile signature; and
(2) a stockholder may authorize another person or persons to act as proxy by
transmitting, or authorizing the transmission of, a telegram, cablegram, or
other means of electronic transmission, including telephonic transmission, to
the person who will be the holder of the proxy or to a proxy solicitation firm,
proxy support service organization, or like agent duly authorized by the person
who will act as proxy to receive the transmission, provided that any such
telegram, cablegram or other means of electronic transmission must either set
forth or be submitted with information from which it can be determined that the
stockholder authorized the transmission.
(d) A copy, facsimile telecommunication, or other reliable reproduction of
the writing or transmission authorized under paragraphs (c)(1) and (c)(2) may
be substituted for the original writing or transmission for any purpose for
which the original writing or transmission could be used, except that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.
(e) A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally.
History: L. 1972, ch. 52, § 55;
L. 1999, ch. 74, § 1;
L. 2004, ch. 143, § 27; Jan. 1, 2005.
Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6502.Voting rights of stockholders; proxies,
limitations.
(a) Unless otherwise provided in the articles of incorporation and subject to
the provisions of K.S.A. 17-6503, and amendments thereto, each stockholder
shall be entitled to one vote for each share of capital stock held by such
stockholder. If the articles of incorporation provide for more or less than one
vote for any share on any matter, every reference in this act to a majority or
other proportion of stock shall refer to such majority or other proportion of
the votes of such stock.
(b) Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for the stockholder by proxy as
provided in this subsection, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.
(c) Without limiting the manner in which a stockholder may authorize another
person or persons to act for such stockholder as proxy pursuant to subsection
(b), the following shall constitute a valid means by which a stockholder may
grant such authority: (1) A stockholder may execute a writing authorizing
another person or persons to act for such stockholder as proxy. Execution may
be accomplished by the stockholder or the stockholder's authorized officer,
director, employee or agent signing the writing or causing the stockholder's
signature to be affixed to the writing by any reasonable means, including, but
not limited to, facsimile signature; and
(2) a stockholder may authorize another person or persons to act as proxy by
transmitting, or authorizing the transmission of, a telegram, cablegram, or
other means of electronic transmission, including telephonic transmission, to
the person who will be the holder of the proxy or to a proxy solicitation firm,
proxy support service organization, or like agent duly authorized by the person
who will act as proxy to receive the transmission, provided that any such
telegram, cablegram or other means of electronic transmission must either set
forth or be submitted with information from which it can be determined that the
stockholder authorized the transmission.
(d) A copy, facsimile telecommunication, or other reliable reproduction of
the writing or transmission authorized under paragraphs (c)(1) and (c)(2) may
be substituted for the original writing or transmission for any purpose for
which the original writing or transmission could be used, except that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.
(e) A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally.
History: L. 1972, ch. 52, § 55;
L. 1999, ch. 74, § 1;
L. 2004, ch. 143, § 27; Jan. 1, 2005.
Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6502.Voting rights of stockholders; proxies,
limitations.
(a) Unless otherwise provided in the articles of incorporation and subject to
the provisions of K.S.A. 17-6503, and amendments thereto, each stockholder
shall be entitled to one vote for each share of capital stock held by such
stockholder. If the articles of incorporation provide for more or less than one
vote for any share on any matter, every reference in this act to a majority or
other proportion of stock shall refer to such majority or other proportion of
the votes of such stock.
(b) Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for the stockholder by proxy as
provided in this subsection, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.
(c) Without limiting the manner in which a stockholder may authorize another
person or persons to act for such stockholder as proxy pursuant to subsection
(b), the following shall constitute a valid means by which a stockholder may
grant such authority: (1) A stockholder may execute a writing authorizing
another person or persons to act for such stockholder as proxy. Execution may
be accomplished by the stockholder or the stockholder's authorized officer,
director, employee or agent signing the writing or causing the stockholder's
signature to be affixed to the writing by any reasonable means, including, but
not limited to, facsimile signature; and
(2) a stockholder may authorize another person or persons to act as proxy by
transmitting, or authorizing the transmission of, a telegram, cablegram, or
other means of electronic transmission, including telephonic transmission, to
the person who will be the holder of the proxy or to a proxy solicitation firm,
proxy support service organization, or like agent duly authorized by the person
who will act as proxy to receive the transmission, provided that any such
telegram, cablegram or other means of electronic transmission must either set
forth or be submitted with information from which it can be determined that the
stockholder authorized the transmission.
(d) A copy, facsimile telecommunication, or other reliable reproduction of
the writing or transmission authorized under paragraphs (c)(1) and (c)(2) may
be substituted for the original writing or transmission for any purpose for
which the original writing or transmission could be used, except that such
copy, facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.
(e) A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally.
History: L. 1972, ch. 52, § 55;
L. 1999, ch. 74, § 1;
L. 2004, ch. 143, § 27; Jan. 1, 2005.