Article 66.--AMENDMENTS OF ARTICLES OF INCORPORATION; CHANGE IN CAPITAL OR CAPITAL STOCK
17-6602.Amendment of articles of incorporation
after receipt of payment for stock; amendment of articles by nonstock
corporation; abandonment of proposed amendment.
(a) After a corporation has received payment for any of its capital
stock, it may amend its articles of incorporation, from time to time, in
any and as many respects as may be desired, so long as its articles of
incorporation, as amended, would contain only such provisions as it
would be lawful and proper to insert in an original articles of
incorporation filed at the time of the filing of the amendment. If a
change in stock or the rights of stockholders, or an exchange,
reclassification or cancellation of stock or rights of stockholders is
to be made, the amendment to the articles of incorporation shall contain
such provisions as may be necessary to effect such change, exchange,
reclassification or cancellation. In particular, and without limitation
upon such general power of amendment, a corporation may amend its
articles of incorporation, from time to time, so as:
(1) To change its corporate name;
(2) to change, substitute, enlarge or diminish the nature of its
business or its corporate powers and purposes;
(3) to increase or decrease its authorized capital stock or to
reclassify the same, by changing the number, par value, designations,
preferences, or relative, participating, optional or other special
rights of the shares, or the qualifications, limitations or restrictions
of such rights, or by changing shares with par value into shares without
par value, or shares without par value into shares with par value either
with or without increasing or decreasing the number of shares;
(4) to cancel or otherwise affect the right of the holders of the
shares of any class to receive dividends which have accrued but have not
been declared;
(5) to create new classes of stock having rights and preferences
either prior and superior or subordinate and inferior to the stock of
any class then authorized, whether issued or unissued; or
(6) to change the period of its duration. Any or all such changes or
alterations may be effected by one certificate of amendment.
(b) Notwithstanding the provisions of subsection (c), the board of
directors of a corporation that is registered or intends to register as an
open-end investment company under the investment company act of 1940, 15 U.S.C.
80a-1 et seq., after the
registration takes effect, by resolution, may approve the amendment of the
articles of incorporation of the corporation to: (1) Increase or decrease the
aggregate number of shares of stock or the number of shares of any class of
stock that the corporation has authority to issue; or (2) authorize the
issuance of an indefinite number of shares of any such stock, unless a
provision has been included in the charter of the corporation after July 1,
1995, prohibiting such action by the board of directors without stockholder
approval. A certificate setting forth the amendment and certifying that such
amendment has been duly adopted in accordance with the provisions of this
section shall be executed and filed, and shall become
effective, in accordance with K.S.A. 17-6003, and amendments thereto. If the
board of directors authorizes the issuance of an indefinite number of shares of
any class of stock of the corporation pursuant to this subsection, such
authorization shall be disclosed wherever the corporation would otherwise be
required by law to disclose the total number of authorized shares of any such
class of stock of the corporation.
(c) Except as provided in subsection (b), every amendment
authorized by subsection (a)
shall be made and effected in the following manner:
(1) If the corporation has capital stock, its board of directors
shall adopt a resolution setting forth the amendment proposed, declaring
its advisability, and either calling a special meeting of the
stockholders entitled to vote for the consideration
of such amendment or directing that the amendment proposed be considered
at the next annual meeting of the stockholders. Such special or annual
meeting shall be called and held upon notice in accordance with K.S.A.
17-6512, and amendments thereto. The notice shall set forth such amendment in
full or
a brief summary of the changes to be effected thereby, as the directors
shall deem advisable. At the meeting a vote of the stockholders entitled
to vote shall be taken for and against the proposed amendment.
If a majority of the outstanding stock entitled to vote, and a
majority of the outstanding stock of each class entitled to vote
as a class has been voted in favor of the amendment, a certificate
setting forth the amendment and certifying that such amendment has been
duly adopted in accordance with the provisions of this section shall be
executed and filed, and shall
become
effective,
in accordance with K.S.A. 17-6003, and amendments thereto.
(2) The holders of the outstanding shares of a class shall be
entitled to vote as a class upon a proposed amendment, whether or not
entitled to vote by the provisions of the articles of
incorporation, if the amendment would increase or decrease the aggregate
number of authorized shares of such class, increase or decrease the par
value of the shares of such class, or alter or change the powers,
preferences or special rights of the shares of such class so as to
affect them adversely. If any proposed amendment would alter or change
the powers, preferences or special rights of one or more series of any
class so as to affect them adversely, but does not
affect the entire
class, then only the shares of the series affected by the amendment
shall be considered a separate class for the purposes of this
subsection.
The number of authorized shares of any such class or classes of stock
may be increased or decreased, but not below the number of shares then
outstanding, by the affirmative vote of the holders of
a majority of the stock of the corporation entitled to vote, if so
provided in the original articles of incorporation or in any amendment
which created such class or classes of stock or in any amendment
which was authorized by a resolution or resolutions adopted by
the affirmative vote of the holders of a majority of such class or
classes of stock.
(3) If the corporation has no capital stock, then the governing body
of the corporation shall adopt a resolution setting forth
the amendment proposed
and declaring its advisability. If at a subsequent meeting, held not
earlier than 15 days and not later than
60 days from
the meeting at which such resolution has been passed, a majority of all
the members of the governing body shall vote in favor of such amendment,
a certificate thereof shall be executed and filed, and
shall become effective, in accordance with K.S.A.
17-6003,
and amendments thereto.
The articles of incorporation of any such corporation
without capital stock may contain a provision requiring any amendment
to be approved by a specified number or percentage of the
members or of any specified class of members of such corporation, in
which event only one meeting of the governing body thereof shall be
necessary, and such proposed amendment shall be submitted to the members
or to any specified class of members of such corporation without capital
stock in the same manner, so far as applicable, as is provided in this
section for an amendment to the articles of incorporation of a stock
corporation. In the event of the adoption
of such amendment, a certificate
evidencing such amendment shall be executed and
filed and shall become effective in accordance
with K.S.A.
17-6003, and amendments thereto.
(4) Whenever the articles of incorporation shall require for action
by the board of directors, by the holders of any class or series of
shares or by the holders of any other securities having voting power the
vote of a greater number or proportion than is required by any section
of this act, the provision of the articles of incorporation requiring
such greater vote shall not be altered, amended or repealed except by
such greater vote.
(d) The resolution authorizing a proposed amendment to the
articles of
incorporation may provide that at any time prior to the filing of the amendment
with the secretary of state, notwithstanding authorization of the proposed
amendment by the stockholders of the corporation or by the members of a
nonstock corporation, the board of directors or governing body may abandon such
proposed amendment without further action by the stockholders or members.
History: L. 1972, ch. 52, § 75;
L. 1973, ch. 100, § 6;
L. 1988, ch. 99, § 35;
Revived and amend., L. 1988, ch. 100, § 35;
L. 1992, ch. 270, § 14;
L. 1995, ch. 85, § 1;
L. 1999, ch. 39, § 12;
L. 2000, ch. 39, § 25; July 1.
Article 66.--AMENDMENTS OF ARTICLES OF INCORPORATION; CHANGE IN CAPITAL OR CAPITAL STOCK
17-6602.Amendment of articles of incorporation
after receipt of payment for stock; amendment of articles by nonstock
corporation; abandonment of proposed amendment.
(a) After a corporation has received payment for any of its capital
stock, it may amend its articles of incorporation, from time to time, in
any and as many respects as may be desired, so long as its articles of
incorporation, as amended, would contain only such provisions as it
would be lawful and proper to insert in an original articles of
incorporation filed at the time of the filing of the amendment. If a
change in stock or the rights of stockholders, or an exchange,
reclassification or cancellation of stock or rights of stockholders is
to be made, the amendment to the articles of incorporation shall contain
such provisions as may be necessary to effect such change, exchange,
reclassification or cancellation. In particular, and without limitation
upon such general power of amendment, a corporation may amend its
articles of incorporation, from time to time, so as:
(1) To change its corporate name;
(2) to change, substitute, enlarge or diminish the nature of its
business or its corporate powers and purposes;
(3) to increase or decrease its authorized capital stock or to
reclassify the same, by changing the number, par value, designations,
preferences, or relative, participating, optional or other special
rights of the shares, or the qualifications, limitations or restrictions
of such rights, or by changing shares with par value into shares without
par value, or shares without par value into shares with par value either
with or without increasing or decreasing the number of shares;
(4) to cancel or otherwise affect the right of the holders of the
shares of any class to receive dividends which have accrued but have not
been declared;
(5) to create new classes of stock having rights and preferences
either prior and superior or subordinate and inferior to the stock of
any class then authorized, whether issued or unissued; or
(6) to change the period of its duration. Any or all such changes or
alterations may be effected by one certificate of amendment.
(b) Notwithstanding the provisions of subsection (c), the board of
directors of a corporation that is registered or intends to register as an
open-end investment company under the investment company act of 1940, 15 U.S.C.
80a-1 et seq., after the
registration takes effect, by resolution, may approve the amendment of the
articles of incorporation of the corporation to: (1) Increase or decrease the
aggregate number of shares of stock or the number of shares of any class of
stock that the corporation has authority to issue; or (2) authorize the
issuance of an indefinite number of shares of any such stock, unless a
provision has been included in the charter of the corporation after July 1,
1995, prohibiting such action by the board of directors without stockholder
approval. A certificate setting forth the amendment and certifying that such
amendment has been duly adopted in accordance with the provisions of this
section shall be executed and filed, and shall become
effective, in accordance with K.S.A. 17-6003, and amendments thereto. If the
board of directors authorizes the issuance of an indefinite number of shares of
any class of stock of the corporation pursuant to this subsection, such
authorization shall be disclosed wherever the corporation would otherwise be
required by law to disclose the total number of authorized shares of any such
class of stock of the corporation.
(c) Except as provided in subsection (b), every amendment
authorized by subsection (a)
shall be made and effected in the following manner:
(1) If the corporation has capital stock, its board of directors
shall adopt a resolution setting forth the amendment proposed, declaring
its advisability, and either calling a special meeting of the
stockholders entitled to vote for the consideration
of such amendment or directing that the amendment proposed be considered
at the next annual meeting of the stockholders. Such special or annual
meeting shall be called and held upon notice in accordance with K.S.A.
17-6512, and amendments thereto. The notice shall set forth such amendment in
full or
a brief summary of the changes to be effected thereby, as the directors
shall deem advisable. At the meeting a vote of the stockholders entitled
to vote shall be taken for and against the proposed amendment.
If a majority of the outstanding stock entitled to vote, and a
majority of the outstanding stock of each class entitled to vote
as a class has been voted in favor of the amendment, a certificate
setting forth the amendment and certifying that such amendment has been
duly adopted in accordance with the provisions of this section shall be
executed and filed, and shall
become
effective,
in accordance with K.S.A. 17-6003, and amendments thereto.
(2) The holders of the outstanding shares of a class shall be
entitled to vote as a class upon a proposed amendment, whether or not
entitled to vote by the provisions of the articles of
incorporation, if the amendment would increase or decrease the aggregate
number of authorized shares of such class, increase or decrease the par
value of the shares of such class, or alter or change the powers,
preferences or special rights of the shares of such class so as to
affect them adversely. If any proposed amendment would alter or change
the powers, preferences or special rights of one or more series of any
class so as to affect them adversely, but does not
affect the entire
class, then only the shares of the series affected by the amendment
shall be considered a separate class for the purposes of this
subsection.
The number of authorized shares of any such class or classes of stock
may be increased or decreased, but not below the number of shares then
outstanding, by the affirmative vote of the holders of
a majority of the stock of the corporation entitled to vote, if so
provided in the original articles of incorporation or in any amendment
which created such class or classes of stock or in any amendment
which was authorized by a resolution or resolutions adopted by
the affirmative vote of the holders of a majority of such class or
classes of stock.
(3) If the corporation has no capital stock, then the governing body
of the corporation shall adopt a resolution setting forth
the amendment proposed
and declaring its advisability. If at a subsequent meeting, held not
earlier than 15 days and not later than
60 days from
the meeting at which such resolution has been passed, a majority of all
the members of the governing body shall vote in favor of such amendment,
a certificate thereof shall be executed and filed, and
shall become effective, in accordance with K.S.A.
17-6003,
and amendments thereto.
The articles of incorporation of any such corporation
without capital stock may contain a provision requiring any amendment
to be approved by a specified number or percentage of the
members or of any specified class of members of such corporation, in
which event only one meeting of the governing body thereof shall be
necessary, and such proposed amendment shall be submitted to the members
or to any specified class of members of such corporation without capital
stock in the same manner, so far as applicable, as is provided in this
section for an amendment to the articles of incorporation of a stock
corporation. In the event of the adoption
of such amendment, a certificate
evidencing such amendment shall be executed and
filed and shall become effective in accordance
with K.S.A.
17-6003, and amendments thereto.
(4) Whenever the articles of incorporation shall require for action
by the board of directors, by the holders of any class or series of
shares or by the holders of any other securities having voting power the
vote of a greater number or proportion than is required by any section
of this act, the provision of the articles of incorporation requiring
such greater vote shall not be altered, amended or repealed except by
such greater vote.
(d) The resolution authorizing a proposed amendment to the
articles of
incorporation may provide that at any time prior to the filing of the amendment
with the secretary of state, notwithstanding authorization of the proposed
amendment by the stockholders of the corporation or by the members of a
nonstock corporation, the board of directors or governing body may abandon such
proposed amendment without further action by the stockholders or members.
History: L. 1972, ch. 52, § 75;
L. 1973, ch. 100, § 6;
L. 1988, ch. 99, § 35;
Revived and amend., L. 1988, ch. 100, § 35;
L. 1992, ch. 270, § 14;
L. 1995, ch. 85, § 1;
L. 1999, ch. 39, § 12;
L. 2000, ch. 39, § 25; July 1.
Article 66.--AMENDMENTS OF ARTICLES OF INCORPORATION; CHANGE IN CAPITAL OR CAPITAL STOCK
17-6602.Amendment of articles of incorporation
after receipt of payment for stock; amendment of articles by nonstock
corporation; abandonment of proposed amendment.
(a) After a corporation has received payment for any of its capital
stock, it may amend its articles of incorporation, from time to time, in
any and as many respects as may be desired, so long as its articles of
incorporation, as amended, would contain only such provisions as it
would be lawful and proper to insert in an original articles of
incorporation filed at the time of the filing of the amendment. If a
change in stock or the rights of stockholders, or an exchange,
reclassification or cancellation of stock or rights of stockholders is
to be made, the amendment to the articles of incorporation shall contain
such provisions as may be necessary to effect such change, exchange,
reclassification or cancellation. In particular, and without limitation
upon such general power of amendment, a corporation may amend its
articles of incorporation, from time to time, so as:
(1) To change its corporate name;
(2) to change, substitute, enlarge or diminish the nature of its
business or its corporate powers and purposes;
(3) to increase or decrease its authorized capital stock or to
reclassify the same, by changing the number, par value, designations,
preferences, or relative, participating, optional or other special
rights of the shares, or the qualifications, limitations or restrictions
of such rights, or by changing shares with par value into shares without
par value, or shares without par value into shares with par value either
with or without increasing or decreasing the number of shares;
(4) to cancel or otherwise affect the right of the holders of the
shares of any class to receive dividends which have accrued but have not
been declared;
(5) to create new classes of stock having rights and preferences
either prior and superior or subordinate and inferior to the stock of
any class then authorized, whether issued or unissued; or
(6) to change the period of its duration. Any or all such changes or
alterations may be effected by one certificate of amendment.
(b) Notwithstanding the provisions of subsection (c), the board of
directors of a corporation that is registered or intends to register as an
open-end investment company under the investment company act of 1940, 15 U.S.C.
80a-1 et seq., after the
registration takes effect, by resolution, may approve the amendment of the
articles of incorporation of the corporation to: (1) Increase or decrease the
aggregate number of shares of stock or the number of shares of any class of
stock that the corporation has authority to issue; or (2) authorize the
issuance of an indefinite number of shares of any such stock, unless a
provision has been included in the charter of the corporation after July 1,
1995, prohibiting such action by the board of directors without stockholder
approval. A certificate setting forth the amendment and certifying that such
amendment has been duly adopted in accordance with the provisions of this
section shall be executed and filed, and shall become
effective, in accordance with K.S.A. 17-6003, and amendments thereto. If the
board of directors authorizes the issuance of an indefinite number of shares of
any class of stock of the corporation pursuant to this subsection, such
authorization shall be disclosed wherever the corporation would otherwise be
required by law to disclose the total number of authorized shares of any such
class of stock of the corporation.
(c) Except as provided in subsection (b), every amendment
authorized by subsection (a)
shall be made and effected in the following manner:
(1) If the corporation has capital stock, its board of directors
shall adopt a resolution setting forth the amendment proposed, declaring
its advisability, and either calling a special meeting of the
stockholders entitled to vote for the consideration
of such amendment or directing that the amendment proposed be considered
at the next annual meeting of the stockholders. Such special or annual
meeting shall be called and held upon notice in accordance with K.S.A.
17-6512, and amendments thereto. The notice shall set forth such amendment in
full or
a brief summary of the changes to be effected thereby, as the directors
shall deem advisable. At the meeting a vote of the stockholders entitled
to vote shall be taken for and against the proposed amendment.
If a majority of the outstanding stock entitled to vote, and a
majority of the outstanding stock of each class entitled to vote
as a class has been voted in favor of the amendment, a certificate
setting forth the amendment and certifying that such amendment has been
duly adopted in accordance with the provisions of this section shall be
executed and filed, and shall
become
effective,
in accordance with K.S.A. 17-6003, and amendments thereto.
(2) The holders of the outstanding shares of a class shall be
entitled to vote as a class upon a proposed amendment, whether or not
entitled to vote by the provisions of the articles of
incorporation, if the amendment would increase or decrease the aggregate
number of authorized shares of such class, increase or decrease the par
value of the shares of such class, or alter or change the powers,
preferences or special rights of the shares of such class so as to
affect them adversely. If any proposed amendment would alter or change
the powers, preferences or special rights of one or more series of any
class so as to affect them adversely, but does not
affect the entire
class, then only the shares of the series affected by the amendment
shall be considered a separate class for the purposes of this
subsection.
The number of authorized shares of any such class or classes of stock
may be increased or decreased, but not below the number of shares then
outstanding, by the affirmative vote of the holders of
a majority of the stock of the corporation entitled to vote, if so
provided in the original articles of incorporation or in any amendment
which created such class or classes of stock or in any amendment
which was authorized by a resolution or resolutions adopted by
the affirmative vote of the holders of a majority of such class or
classes of stock.
(3) If the corporation has no capital stock, then the governing body
of the corporation shall adopt a resolution setting forth
the amendment proposed
and declaring its advisability. If at a subsequent meeting, held not
earlier than 15 days and not later than
60 days from
the meeting at which such resolution has been passed, a majority of all
the members of the governing body shall vote in favor of such amendment,
a certificate thereof shall be executed and filed, and
shall become effective, in accordance with K.S.A.
17-6003,
and amendments thereto.
The articles of incorporation of any such corporation
without capital stock may contain a provision requiring any amendment
to be approved by a specified number or percentage of the
members or of any specified class of members of such corporation, in
which event only one meeting of the governing body thereof shall be
necessary, and such proposed amendment shall be submitted to the members
or to any specified class of members of such corporation without capital
stock in the same manner, so far as applicable, as is provided in this
section for an amendment to the articles of incorporation of a stock
corporation. In the event of the adoption
of such amendment, a certificate
evidencing such amendment shall be executed and
filed and shall become effective in accordance
with K.S.A.
17-6003, and amendments thereto.
(4) Whenever the articles of incorporation shall require for action
by the board of directors, by the holders of any class or series of
shares or by the holders of any other securities having voting power the
vote of a greater number or proportion than is required by any section
of this act, the provision of the articles of incorporation requiring
such greater vote shall not be altered, amended or repealed except by
such greater vote.
(d) The resolution authorizing a proposed amendment to the
articles of
incorporation may provide that at any time prior to the filing of the amendment
with the secretary of state, notwithstanding authorization of the proposed
amendment by the stockholders of the corporation or by the members of a
nonstock corporation, the board of directors or governing body may abandon such
proposed amendment without further action by the stockholders or members.
History: L. 1972, ch. 52, § 75;
L. 1973, ch. 100, § 6;
L. 1988, ch. 99, § 35;
Revived and amend., L. 1988, ch. 100, § 35;
L. 1992, ch. 270, § 14;
L. 1995, ch. 85, § 1;
L. 1999, ch. 39, § 12;
L. 2000, ch. 39, § 25; July 1.