Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6521.Inspectors at meetings; powers and
duties.
(a) In advance of any meeting of stockholders, the corporation shall appoint
one or more inspectors to act at the meeting and make a written report thereof.
The corporation may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Before entering upon the
discharge of the duties of inspector, each inspector shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of such inspector's ability.
(b) The inspectors shall:
(1) Ascertain the number of shares outstanding and the voting power of each;
(2) determine the shares represented at a meeting and the validity of proxies
and ballots;
(3) count all votes and ballots;
(4) determine and retain for a reasonable period a record of the disposition
of any challenges made to any determination by the inspectors; and
(5) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint
or retain other persons or entities to assist the inspectors in the performance
of the duties of the inspectors.
(c) The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
the meeting. No ballot, proxies or votes, nor any revocations thereof or
changes thereto, shall be accepted by the inspectors after the closing of the
polls unless the district court upon application by a stockholder determines
otherwise.
(d) In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes
submitted with those proxies, any information provided in accordance with
subsection (f) of K.S.A. 17-6501 or subsection (c)(2) of 17-6502, and
amendments thereto, or any information provided pursuant to subsection
(a)(2)(B)(i) or (iii) of K.S.A. 17-6501, and amendments thereto, ballots and
the regular books and records of the corporation, except that the inspectors
may consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder holds
of record. If the inspectors consider other reliable information for the
limited purpose permitted herein, the inspectors at the time they make their
certification pursuant to subsection (b)(5) shall specify the precise
information considered by them including the person or persons from whom they
obtained the information, when the information was obtained, the means by which
the information was obtained and the basis for the inspectors' belief that such
information is accurate and reliable.
(e) Unless otherwise provided in the articles of incorporation or bylaws,
this section shall not apply to a corporation that does not have a class of
voting stock that is:
(1) Listed on a national securities exchange;
(2) authorized for quotation on an interdealer quotation system of a
registered national securities association; or
(3) held of record by more than 2,000 stockholders.
(f) This section shall be part of and supplemental to the Kansas general
corporation code, and amendments thereto.
Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6521.Inspectors at meetings; powers and
duties.
(a) In advance of any meeting of stockholders, the corporation shall appoint
one or more inspectors to act at the meeting and make a written report thereof.
The corporation may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Before entering upon the
discharge of the duties of inspector, each inspector shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of such inspector's ability.
(b) The inspectors shall:
(1) Ascertain the number of shares outstanding and the voting power of each;
(2) determine the shares represented at a meeting and the validity of proxies
and ballots;
(3) count all votes and ballots;
(4) determine and retain for a reasonable period a record of the disposition
of any challenges made to any determination by the inspectors; and
(5) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint
or retain other persons or entities to assist the inspectors in the performance
of the duties of the inspectors.
(c) The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
the meeting. No ballot, proxies or votes, nor any revocations thereof or
changes thereto, shall be accepted by the inspectors after the closing of the
polls unless the district court upon application by a stockholder determines
otherwise.
(d) In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes
submitted with those proxies, any information provided in accordance with
subsection (f) of K.S.A. 17-6501 or subsection (c)(2) of 17-6502, and
amendments thereto, or any information provided pursuant to subsection
(a)(2)(B)(i) or (iii) of K.S.A. 17-6501, and amendments thereto, ballots and
the regular books and records of the corporation, except that the inspectors
may consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder holds
of record. If the inspectors consider other reliable information for the
limited purpose permitted herein, the inspectors at the time they make their
certification pursuant to subsection (b)(5) shall specify the precise
information considered by them including the person or persons from whom they
obtained the information, when the information was obtained, the means by which
the information was obtained and the basis for the inspectors' belief that such
information is accurate and reliable.
(e) Unless otherwise provided in the articles of incorporation or bylaws,
this section shall not apply to a corporation that does not have a class of
voting stock that is:
(1) Listed on a national securities exchange;
(2) authorized for quotation on an interdealer quotation system of a
registered national securities association; or
(3) held of record by more than 2,000 stockholders.
(f) This section shall be part of and supplemental to the Kansas general
corporation code, and amendments thereto.
Article 65.--MEETINGS, ELECTIONS, VOTING AND NOTICES
17-6521.Inspectors at meetings; powers and
duties.
(a) In advance of any meeting of stockholders, the corporation shall appoint
one or more inspectors to act at the meeting and make a written report thereof.
The corporation may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to
act at a meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Before entering upon the
discharge of the duties of inspector, each inspector shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality and
according to the best of such inspector's ability.
(b) The inspectors shall:
(1) Ascertain the number of shares outstanding and the voting power of each;
(2) determine the shares represented at a meeting and the validity of proxies
and ballots;
(3) count all votes and ballots;
(4) determine and retain for a reasonable period a record of the disposition
of any challenges made to any determination by the inspectors; and
(5) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint
or retain other persons or entities to assist the inspectors in the performance
of the duties of the inspectors.
(c) The date and time of the opening and the closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
the meeting. No ballot, proxies or votes, nor any revocations thereof or
changes thereto, shall be accepted by the inspectors after the closing of the
polls unless the district court upon application by a stockholder determines
otherwise.
(d) In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes
submitted with those proxies, any information provided in accordance with
subsection (f) of K.S.A. 17-6501 or subsection (c)(2) of 17-6502, and
amendments thereto, or any information provided pursuant to subsection
(a)(2)(B)(i) or (iii) of K.S.A. 17-6501, and amendments thereto, ballots and
the regular books and records of the corporation, except that the inspectors
may consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder holds
of record. If the inspectors consider other reliable information for the
limited purpose permitted herein, the inspectors at the time they make their
certification pursuant to subsection (b)(5) shall specify the precise
information considered by them including the person or persons from whom they
obtained the information, when the information was obtained, the means by which
the information was obtained and the basis for the inspectors' belief that such
information is accurate and reliable.
(e) Unless otherwise provided in the articles of incorporation or bylaws,
this section shall not apply to a corporation that does not have a class of
voting stock that is:
(1) Listed on a national securities exchange;
(2) authorized for quotation on an interdealer quotation system of a
registered national securities association; or
(3) held of record by more than 2,000 stockholders.
(f) This section shall be part of and supplemental to the Kansas general
corporation code, and amendments thereto.