Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6505.Voting rights of members of nonstock
corporations; proxies; quorum; election of governing body; failure to hold
election; ballots submitted by electronic transmission.
(a) The provisions of K.S.A. 17-6501 to 17-6504 and 17-6506, and
amendments thereto, shall not apply to corporations not authorized to issue
stock, except that subsection (a) of K.S.A. 17-6501 and subsection (c) and (d)
of K.S.A. 17-6502, and amendments thereto, shall apply to such corporations,
and, when so applied, all references therein to stockholders and to the board
of directors shall be deemed to refer to the members and the governing body of
a nonstock corporation, respectively.
(b) Unless otherwise provided in the articles of incorporation of a nonstock
corporation, each member shall be entitled at every meeting of members to one
vote in person or by proxy, but no proxy shall be voted after three years from
its date, unless the proxy provides for a longer period.
(c) Unless otherwise provided in this act, the articles of incorporation or
bylaws of a nonstock corporation may specify the number of members having
voting power who shall be present or represented by proxy at any meeting in
order to constitute a quorum for, and the votes, or portion thereof, that shall
be necessary for, the transaction of any business. In the absence of such
specification in the articles of incorporation or bylaws of a nonstock
corporation, the members present in person or represented by proxy after proper
notice has been given shall constitute a quorum at a meeting of such members.
In all matters other than the election of the governing body of the
corporation, the affirmative vote of a majority of such members present in
person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the members, unless the vote of a greater
number is required by this act, the articles of incorporation or bylaws.
(d) Members of the governing body shall be elected by a plurality of the
votes of the members of the corporation present in person or represented by
proxy at the meeting and entitled to vote thereon.
(e) If the election of the governing body of any nonstock corporation shall
not be held within the time period designated by the bylaws, the governing body
shall cause the election to be held as soon thereafter as convenient. The
failure to hold such an election within the time period shall not work any
forfeiture or dissolution of the corporation, but the district court may
summarily order such an election to be held upon the application of any member
of the corporation. At any election pursuant to such order, the persons
entitled to vote in such election who shall be present at such meeting, either
in person or by proxy, shall constitute a quorum for such meeting,
notwithstanding any provision of the articles of incorporation or the bylaws of
the corporation to the contrary.
(f) If authorized by the governing body, any requirement of a written ballot
shall be satisfied by a ballot submitted by electronic transmission, provided
that such electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic transmission
was authorized by the member or proxy holder.
History: L. 1972, ch. 52, § 58;
L. 1988, ch. 99, § 24;
Revived and amend., L. 1988, ch. 100, § 24;
L. 2004, ch. 143, § 30; Jan. 1, 2005.
Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6505.Voting rights of members of nonstock
corporations; proxies; quorum; election of governing body; failure to hold
election; ballots submitted by electronic transmission.
(a) The provisions of K.S.A. 17-6501 to 17-6504 and 17-6506, and
amendments thereto, shall not apply to corporations not authorized to issue
stock, except that subsection (a) of K.S.A. 17-6501 and subsection (c) and (d)
of K.S.A. 17-6502, and amendments thereto, shall apply to such corporations,
and, when so applied, all references therein to stockholders and to the board
of directors shall be deemed to refer to the members and the governing body of
a nonstock corporation, respectively.
(b) Unless otherwise provided in the articles of incorporation of a nonstock
corporation, each member shall be entitled at every meeting of members to one
vote in person or by proxy, but no proxy shall be voted after three years from
its date, unless the proxy provides for a longer period.
(c) Unless otherwise provided in this act, the articles of incorporation or
bylaws of a nonstock corporation may specify the number of members having
voting power who shall be present or represented by proxy at any meeting in
order to constitute a quorum for, and the votes, or portion thereof, that shall
be necessary for, the transaction of any business. In the absence of such
specification in the articles of incorporation or bylaws of a nonstock
corporation, the members present in person or represented by proxy after proper
notice has been given shall constitute a quorum at a meeting of such members.
In all matters other than the election of the governing body of the
corporation, the affirmative vote of a majority of such members present in
person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the members, unless the vote of a greater
number is required by this act, the articles of incorporation or bylaws.
(d) Members of the governing body shall be elected by a plurality of the
votes of the members of the corporation present in person or represented by
proxy at the meeting and entitled to vote thereon.
(e) If the election of the governing body of any nonstock corporation shall
not be held within the time period designated by the bylaws, the governing body
shall cause the election to be held as soon thereafter as convenient. The
failure to hold such an election within the time period shall not work any
forfeiture or dissolution of the corporation, but the district court may
summarily order such an election to be held upon the application of any member
of the corporation. At any election pursuant to such order, the persons
entitled to vote in such election who shall be present at such meeting, either
in person or by proxy, shall constitute a quorum for such meeting,
notwithstanding any provision of the articles of incorporation or the bylaws of
the corporation to the contrary.
(f) If authorized by the governing body, any requirement of a written ballot
shall be satisfied by a ballot submitted by electronic transmission, provided
that such electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic transmission
was authorized by the member or proxy holder.
History: L. 1972, ch. 52, § 58;
L. 1988, ch. 99, § 24;
Revived and amend., L. 1988, ch. 100, § 24;
L. 2004, ch. 143, § 30; Jan. 1, 2005.
Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6505.Voting rights of members of nonstock
corporations; proxies; quorum; election of governing body; failure to hold
election; ballots submitted by electronic transmission.
(a) The provisions of K.S.A. 17-6501 to 17-6504 and 17-6506, and
amendments thereto, shall not apply to corporations not authorized to issue
stock, except that subsection (a) of K.S.A. 17-6501 and subsection (c) and (d)
of K.S.A. 17-6502, and amendments thereto, shall apply to such corporations,
and, when so applied, all references therein to stockholders and to the board
of directors shall be deemed to refer to the members and the governing body of
a nonstock corporation, respectively.
(b) Unless otherwise provided in the articles of incorporation of a nonstock
corporation, each member shall be entitled at every meeting of members to one
vote in person or by proxy, but no proxy shall be voted after three years from
its date, unless the proxy provides for a longer period.
(c) Unless otherwise provided in this act, the articles of incorporation or
bylaws of a nonstock corporation may specify the number of members having
voting power who shall be present or represented by proxy at any meeting in
order to constitute a quorum for, and the votes, or portion thereof, that shall
be necessary for, the transaction of any business. In the absence of such
specification in the articles of incorporation or bylaws of a nonstock
corporation, the members present in person or represented by proxy after proper
notice has been given shall constitute a quorum at a meeting of such members.
In all matters other than the election of the governing body of the
corporation, the affirmative vote of a majority of such members present in
person or represented by proxy at the meeting and entitled to vote on the
subject matter shall be the act of the members, unless the vote of a greater
number is required by this act, the articles of incorporation or bylaws.
(d) Members of the governing body shall be elected by a plurality of the
votes of the members of the corporation present in person or represented by
proxy at the meeting and entitled to vote thereon.
(e) If the election of the governing body of any nonstock corporation shall
not be held within the time period designated by the bylaws, the governing body
shall cause the election to be held as soon thereafter as convenient. The
failure to hold such an election within the time period shall not work any
forfeiture or dissolution of the corporation, but the district court may
summarily order such an election to be held upon the application of any member
of the corporation. At any election pursuant to such order, the persons
entitled to vote in such election who shall be present at such meeting, either
in person or by proxy, shall constitute a quorum for such meeting,
notwithstanding any provision of the articles of incorporation or the bylaws of
the corporation to the contrary.
(f) If authorized by the governing body, any requirement of a written ballot
shall be satisfied by a ballot submitted by electronic transmission, provided
that such electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic transmission
was authorized by the member or proxy holder.
History: L. 1972, ch. 52, § 58;
L. 1988, ch. 99, § 24;
Revived and amend., L. 1988, ch. 100, § 24;
L. 2004, ch. 143, § 30; Jan. 1, 2005.