Article 66.--AMENDMENTS OF ARTICLES OF INCORPORATION; CHANGE IN CAPITAL OR CAPITAL STOCK
17-6605.Restated articles of
incorporation.
(a) Whenever it is desired, a corporation may integrate into a single
instrument all of the provisions of its articles of incorporation which are
then in effect and operative as a result of there having been filed with the
secretary of state one or more certificates or other instruments pursuant to
any of the sections referred to in K.S.A. 17-6004, and amendments thereto. Such
corporation may at the same time also further amend its articles of
incorporation by adopting a restated articles of incorporation.
(b) If the restated articles of incorporation merely restate and integrate
but do not further amend the articles of incorporation, as theretofore amended
or supplemented by any instrument that was filed pursuant to any of the
sections mentioned in K.S.A. 17-6004, and amendments thereto, such restated
articles may be adopted by the board of directors without a vote of the
stockholders, or they may be proposed by the directors and submitted by them to
the stockholders for adoption, in which case the procedure and vote required by
K.S.A. 17-6602, and amendments thereto, for amendment of the articles of
incorporation shall be applicable. If the restated articles of incorporation
restate and integrate and also further amend in any respect the articles of
incorporation, as theretofore amended or supplemented, they shall be proposed
by the directors and adopted by the stockholders in the manner and by the vote
prescribed by K.S.A. 17-6602, and amendments thereto, or, if the corporation
has not received any payment for any of its stock, in the manner and by the
vote prescribed by K.S.A. 17-6601, and amendments thereto.
(c) Any restated articles of incorporation shall be specifically designated
as such in its heading. They shall state, either in the heading or in an
introductory paragraph, the corporation's present name, and, if it has been
changed, the name under which it was originally incorporated, and the date of
filing of its original articles of incorporation with the secretary of state.
Any restated articles shall also state that they were duly adopted by the
directors or stockholders, as the case may be, in accordance with the
provisions of this section. If they were adopted by the board of directors
without a vote of the stockholders unless it was adopted pursuant to the
provisions of K.S.A. 17-6601, and amendments thereto, they shall state that
they only restate and integrate and do not further amend the provisions of the
corporation's articles of incorporation as theretofore amended or supplemented,
and that there is no discrepancy between those provisions and the provisions of
the restated articles. A restated articles of incorporation may omit: (1) Such
provisions of the original articles of incorporation which named the
incorporator or incorporators, the initial board of directors, and the original
subscribers for shares; and (2) such provisions contained in any amendment to
the articles of incorporation as were necessary to effect a change, exchange,
reclassification, subdivision, combination or cancellation of stock if such
change, exchange, reclassification, subdivision, combination or cancellation
has become effective. Any such omissions shall not be deemed
a further amendment.
(d) Any restated articles of incorporation shall be executed and filed in
accordance with K.S.A. 17-6003, and amendments thereto. Upon filing with the
secretary of state, the corporation's original articles of incorporation, as
theretofore amended or supplemented, shall be superseded; and thenceforth the
restated articles, including any further amendments or changes made thereby,
shall be the articles of incorporation of the corporation, but the original
date of incorporation shall remain unchanged.
(e) Any amendment or change effected in connection with the restatement and
integration of the articles of incorporation shall be subject to any other
provisions of this act, not inconsistent with this section, which would apply
if a separate certificate of amendment were filed to effect such
amendment or change.
History: L. 1972, ch. 52, § 78;
L. 1988, ch. 99, § 38;
Revived and amend., L. 1988, ch. 100, § 38;
L. 1999, ch. 39, § 13;
L. 2000, ch. 39, § 27;
L. 2004, ch. 143, § 48; Jan. 1, 2005.
Article 66.--AMENDMENTS OF ARTICLES OF INCORPORATION; CHANGE IN CAPITAL OR CAPITAL STOCK
17-6605.Restated articles of
incorporation.
(a) Whenever it is desired, a corporation may integrate into a single
instrument all of the provisions of its articles of incorporation which are
then in effect and operative as a result of there having been filed with the
secretary of state one or more certificates or other instruments pursuant to
any of the sections referred to in K.S.A. 17-6004, and amendments thereto. Such
corporation may at the same time also further amend its articles of
incorporation by adopting a restated articles of incorporation.
(b) If the restated articles of incorporation merely restate and integrate
but do not further amend the articles of incorporation, as theretofore amended
or supplemented by any instrument that was filed pursuant to any of the
sections mentioned in K.S.A. 17-6004, and amendments thereto, such restated
articles may be adopted by the board of directors without a vote of the
stockholders, or they may be proposed by the directors and submitted by them to
the stockholders for adoption, in which case the procedure and vote required by
K.S.A. 17-6602, and amendments thereto, for amendment of the articles of
incorporation shall be applicable. If the restated articles of incorporation
restate and integrate and also further amend in any respect the articles of
incorporation, as theretofore amended or supplemented, they shall be proposed
by the directors and adopted by the stockholders in the manner and by the vote
prescribed by K.S.A. 17-6602, and amendments thereto, or, if the corporation
has not received any payment for any of its stock, in the manner and by the
vote prescribed by K.S.A. 17-6601, and amendments thereto.
(c) Any restated articles of incorporation shall be specifically designated
as such in its heading. They shall state, either in the heading or in an
introductory paragraph, the corporation's present name, and, if it has been
changed, the name under which it was originally incorporated, and the date of
filing of its original articles of incorporation with the secretary of state.
Any restated articles shall also state that they were duly adopted by the
directors or stockholders, as the case may be, in accordance with the
provisions of this section. If they were adopted by the board of directors
without a vote of the stockholders unless it was adopted pursuant to the
provisions of K.S.A. 17-6601, and amendments thereto, they shall state that
they only restate and integrate and do not further amend the provisions of the
corporation's articles of incorporation as theretofore amended or supplemented,
and that there is no discrepancy between those provisions and the provisions of
the restated articles. A restated articles of incorporation may omit: (1) Such
provisions of the original articles of incorporation which named the
incorporator or incorporators, the initial board of directors, and the original
subscribers for shares; and (2) such provisions contained in any amendment to
the articles of incorporation as were necessary to effect a change, exchange,
reclassification, subdivision, combination or cancellation of stock if such
change, exchange, reclassification, subdivision, combination or cancellation
has become effective. Any such omissions shall not be deemed
a further amendment.
(d) Any restated articles of incorporation shall be executed and filed in
accordance with K.S.A. 17-6003, and amendments thereto. Upon filing with the
secretary of state, the corporation's original articles of incorporation, as
theretofore amended or supplemented, shall be superseded; and thenceforth the
restated articles, including any further amendments or changes made thereby,
shall be the articles of incorporation of the corporation, but the original
date of incorporation shall remain unchanged.
(e) Any amendment or change effected in connection with the restatement and
integration of the articles of incorporation shall be subject to any other
provisions of this act, not inconsistent with this section, which would apply
if a separate certificate of amendment were filed to effect such
amendment or change.
History: L. 1972, ch. 52, § 78;
L. 1988, ch. 99, § 38;
Revived and amend., L. 1988, ch. 100, § 38;
L. 1999, ch. 39, § 13;
L. 2000, ch. 39, § 27;
L. 2004, ch. 143, § 48; Jan. 1, 2005.
Article 66.--AMENDMENTS OF ARTICLES OF INCORPORATION; CHANGE IN CAPITAL OR CAPITAL STOCK
17-6605.Restated articles of
incorporation.
(a) Whenever it is desired, a corporation may integrate into a single
instrument all of the provisions of its articles of incorporation which are
then in effect and operative as a result of there having been filed with the
secretary of state one or more certificates or other instruments pursuant to
any of the sections referred to in K.S.A. 17-6004, and amendments thereto. Such
corporation may at the same time also further amend its articles of
incorporation by adopting a restated articles of incorporation.
(b) If the restated articles of incorporation merely restate and integrate
but do not further amend the articles of incorporation, as theretofore amended
or supplemented by any instrument that was filed pursuant to any of the
sections mentioned in K.S.A. 17-6004, and amendments thereto, such restated
articles may be adopted by the board of directors without a vote of the
stockholders, or they may be proposed by the directors and submitted by them to
the stockholders for adoption, in which case the procedure and vote required by
K.S.A. 17-6602, and amendments thereto, for amendment of the articles of
incorporation shall be applicable. If the restated articles of incorporation
restate and integrate and also further amend in any respect the articles of
incorporation, as theretofore amended or supplemented, they shall be proposed
by the directors and adopted by the stockholders in the manner and by the vote
prescribed by K.S.A. 17-6602, and amendments thereto, or, if the corporation
has not received any payment for any of its stock, in the manner and by the
vote prescribed by K.S.A. 17-6601, and amendments thereto.
(c) Any restated articles of incorporation shall be specifically designated
as such in its heading. They shall state, either in the heading or in an
introductory paragraph, the corporation's present name, and, if it has been
changed, the name under which it was originally incorporated, and the date of
filing of its original articles of incorporation with the secretary of state.
Any restated articles shall also state that they were duly adopted by the
directors or stockholders, as the case may be, in accordance with the
provisions of this section. If they were adopted by the board of directors
without a vote of the stockholders unless it was adopted pursuant to the
provisions of K.S.A. 17-6601, and amendments thereto, they shall state that
they only restate and integrate and do not further amend the provisions of the
corporation's articles of incorporation as theretofore amended or supplemented,
and that there is no discrepancy between those provisions and the provisions of
the restated articles. A restated articles of incorporation may omit: (1) Such
provisions of the original articles of incorporation which named the
incorporator or incorporators, the initial board of directors, and the original
subscribers for shares; and (2) such provisions contained in any amendment to
the articles of incorporation as were necessary to effect a change, exchange,
reclassification, subdivision, combination or cancellation of stock if such
change, exchange, reclassification, subdivision, combination or cancellation
has become effective. Any such omissions shall not be deemed
a further amendment.
(d) Any restated articles of incorporation shall be executed and filed in
accordance with K.S.A. 17-6003, and amendments thereto. Upon filing with the
secretary of state, the corporation's original articles of incorporation, as
theretofore amended or supplemented, shall be superseded; and thenceforth the
restated articles, including any further amendments or changes made thereby,
shall be the articles of incorporation of the corporation, but the original
date of incorporation shall remain unchanged.
(e) Any amendment or change effected in connection with the restatement and
integration of the articles of incorporation shall be subject to any other
provisions of this act, not inconsistent with this section, which would apply
if a separate certificate of amendment were filed to effect such
amendment or change.
History: L. 1972, ch. 52, § 78;
L. 1988, ch. 99, § 38;
Revived and amend., L. 1988, ch. 100, § 38;
L. 1999, ch. 39, § 13;
L. 2000, ch. 39, § 27;
L. 2004, ch. 143, § 48; Jan. 1, 2005.