17-6707.Merger or consolidation of domestic stock
and nonstock corporations.
(a) Any one or more nonstock corporations of this state, whether or not
organized for profit, may merge or consolidate with one or more stock
corporations of this state, whether or not organized for profit. The
constituent corporations may merge into a single corporation, which may be any
one of the constituent corporations, or they may consolidate into a new
corporation formed by the consolidation, pursuant to an agreement of merger or
consolidation, as the case may be, complying and approved in accordance with
this section. The surviving constituent corporation or the new corporation may
be organized for profit or not organized for profit and may be a stock
corporation or a nonstock corporation.
(b) The board of directors of each stock corporation which desires to merge
or consolidate and the governing body of each nonstock corporation which
desires to merge or consolidate shall adopt a resolution approving an agreement
of merger or consolidation. The agreement shall state: (1) The terms and
conditions of the merger or consolidation; (2) the mode of carrying the same
into effect; (3) such other provisions or facts required or permitted by this
act to be stated in articles of incorporation as can be stated in the case of a
merger or consolidation, stated in such altered form as the circumstances of
the case require; (4) the manner, if any, of converting the shares of stock of
a stock corporation and the interests of the members of a nonstock corporation
into shares or other securities of a stock corporation or membership interests
of a nonstock corporation surviving or resulting from such merger or
consolidation, or of cancelling some or all of such shares or interests and, if
any shares of any such stock corporation or membership interests of any such
nonstock corporation are not to remain outstanding, to be converted solely into
shares or other securities of the stock corporation or membership interests of
the nonstock corporation surviving or resulting from such merger or
consolidation or to be cancelled, the cash, property, rights or securities of
any other corporation or entity which the holders of shares of any such stock
corporation or membership interests of any such nonstock corporation are to
receive in exchange for, or upon conversion of such shares or membership
interests, and the surrender of any certificates evidencing them, which cash,
property, rights, or securities of any other corporation or entity may be in
addition to or in lieu of shares or other securities of any stock corporation
or membership interests of any nonstock corporation surviving or resulting from
such merger or consolidation; and (5) such other details or provisions as are
deemed desirable. In such merger or consolidation, the interests of members of
a constituent nonstock corporation may be treated in various ways so as to
convert such interests into interests of value, other than shares of stock, in
the surviving or resulting stock corporation or into shares of stock in the
surviving or resulting stock corporation, voting or nonvoting, or into creditor
interests or any other interests of value equivalent to their membership
interests in their nonstock corporation. The voting rights of members of a
constituent nonstock corporation need not be considered an element of value in
measuring the reasonable equivalence of the value of the interests received in
the surviving or resulting stock corporation by members of a constituent
nonstock corporation, nor need the voting rights of shares of stock in a
constituent stock corporation be considered as an element of value in measuring
the reasonable equivalence of the value of the interests in the surviving or
resulting nonstock corporation received by stockholders of a constituent stock
corporation, and the voting or nonvoting shares of a stock corporation may be
converted into voting or nonvoting regular, life, general, special or other
type of membership, however designated, creditor interests or participating
interests, in any nonstock corporation surviving or resulting from such merger
or consolidation of a stock corporation and a nonstock corporation. Any of the
terms of the agreement of merger or consolidation may be made dependent upon
facts ascertainable outside of such agreement, provided that the manner in
which such facts shall operate upon the terms of the agreement is clearly and
expressly set forth in the agreement of merger or consolidation. The term
"facts," as used in the preceding sentence, includes, but is not limited to,
the occurrence of any event, including a determination or action by any person
or body, including the corporation.
(c) The agreement required by subsection (b), in the case of each constituent
stock corporation, shall be adopted, approved and executed by each constituent
corporation in the same manner as is provided in K.S.A. 17-6701, and amendments
thereto, and, in the case of each constituent nonstock corporation, shall be
adopted, approved and executed by each of such constituent corporations in the
same manner as is provided in K.S.A. 17-6705, and amendments thereto. The
agreement shall be filed and shall become effective for all purposes of the
laws of this state when and as provided in K.S.A. 17-6701, and amendments
thereto, with respect to the merger of stock corporations of this state.
Insofar as they may be applicable, the provisions set forth in the last
sentence of subsection (c) of K.S.A. 17-6701, and amendments thereto, shall
apply to a merger under this section, and the reference to "stockholder" shall
be deemed to include "member" hereunder.
(d) The provisions of subsection (e) of K.S.A. 17-6701, and amendments
thereto, shall apply to a merger under this section, if the surviving
corporation is a corporation of this state; the provisions of subsection (d) of
K.S.A. 17-6701, and amendments thereto, shall apply to any constituent stock
corporation participating in a merger or consolidation under this section; and
the provisions of subsection (f) of K.S.A. 17-6701, and amendments thereto,
shall apply to any constituent stock corporation participating in a merger
under this section.
(e) Nothing in this section shall be deemed to authorize the merger of a
charitable nonstock corporation into a stock corporation, if the charitable
status of such nonstock corporation would thereby be lost or impaired. A stock
corporation may be merged into a charitable nonstock corporation which shall
continue as the surviving corporation.
History: L. 1972, ch. 52, § 85;
L. 1988, ch. 99, § 45;
Revived and amend., L. 1988, ch. 100, § 45;
L. 1992, ch. 270, § 20;
L. 1999, ch. 39, § 15;
L. 2000, ch. 39, § 34;
L. 2004, ch. 143, § 55; Jan. 1, 2005.
17-6707.Merger or consolidation of domestic stock
and nonstock corporations.
(a) Any one or more nonstock corporations of this state, whether or not
organized for profit, may merge or consolidate with one or more stock
corporations of this state, whether or not organized for profit. The
constituent corporations may merge into a single corporation, which may be any
one of the constituent corporations, or they may consolidate into a new
corporation formed by the consolidation, pursuant to an agreement of merger or
consolidation, as the case may be, complying and approved in accordance with
this section. The surviving constituent corporation or the new corporation may
be organized for profit or not organized for profit and may be a stock
corporation or a nonstock corporation.
(b) The board of directors of each stock corporation which desires to merge
or consolidate and the governing body of each nonstock corporation which
desires to merge or consolidate shall adopt a resolution approving an agreement
of merger or consolidation. The agreement shall state: (1) The terms and
conditions of the merger or consolidation; (2) the mode of carrying the same
into effect; (3) such other provisions or facts required or permitted by this
act to be stated in articles of incorporation as can be stated in the case of a
merger or consolidation, stated in such altered form as the circumstances of
the case require; (4) the manner, if any, of converting the shares of stock of
a stock corporation and the interests of the members of a nonstock corporation
into shares or other securities of a stock corporation or membership interests
of a nonstock corporation surviving or resulting from such merger or
consolidation, or of cancelling some or all of such shares or interests and, if
any shares of any such stock corporation or membership interests of any such
nonstock corporation are not to remain outstanding, to be converted solely into
shares or other securities of the stock corporation or membership interests of
the nonstock corporation surviving or resulting from such merger or
consolidation or to be cancelled, the cash, property, rights or securities of
any other corporation or entity which the holders of shares of any such stock
corporation or membership interests of any such nonstock corporation are to
receive in exchange for, or upon conversion of such shares or membership
interests, and the surrender of any certificates evidencing them, which cash,
property, rights, or securities of any other corporation or entity may be in
addition to or in lieu of shares or other securities of any stock corporation
or membership interests of any nonstock corporation surviving or resulting from
such merger or consolidation; and (5) such other details or provisions as are
deemed desirable. In such merger or consolidation, the interests of members of
a constituent nonstock corporation may be treated in various ways so as to
convert such interests into interests of value, other than shares of stock, in
the surviving or resulting stock corporation or into shares of stock in the
surviving or resulting stock corporation, voting or nonvoting, or into creditor
interests or any other interests of value equivalent to their membership
interests in their nonstock corporation. The voting rights of members of a
constituent nonstock corporation need not be considered an element of value in
measuring the reasonable equivalence of the value of the interests received in
the surviving or resulting stock corporation by members of a constituent
nonstock corporation, nor need the voting rights of shares of stock in a
constituent stock corporation be considered as an element of value in measuring
the reasonable equivalence of the value of the interests in the surviving or
resulting nonstock corporation received by stockholders of a constituent stock
corporation, and the voting or nonvoting shares of a stock corporation may be
converted into voting or nonvoting regular, life, general, special or other
type of membership, however designated, creditor interests or participating
interests, in any nonstock corporation surviving or resulting from such merger
or consolidation of a stock corporation and a nonstock corporation. Any of the
terms of the agreement of merger or consolidation may be made dependent upon
facts ascertainable outside of such agreement, provided that the manner in
which such facts shall operate upon the terms of the agreement is clearly and
expressly set forth in the agreement of merger or consolidation. The term
"facts," as used in the preceding sentence, includes, but is not limited to,
the occurrence of any event, including a determination or action by any person
or body, including the corporation.
(c) The agreement required by subsection (b), in the case of each constituent
stock corporation, shall be adopted, approved and executed by each constituent
corporation in the same manner as is provided in K.S.A. 17-6701, and amendments
thereto, and, in the case of each constituent nonstock corporation, shall be
adopted, approved and executed by each of such constituent corporations in the
same manner as is provided in K.S.A. 17-6705, and amendments thereto. The
agreement shall be filed and shall become effective for all purposes of the
laws of this state when and as provided in K.S.A. 17-6701, and amendments
thereto, with respect to the merger of stock corporations of this state.
Insofar as they may be applicable, the provisions set forth in the last
sentence of subsection (c) of K.S.A. 17-6701, and amendments thereto, shall
apply to a merger under this section, and the reference to "stockholder" shall
be deemed to include "member" hereunder.
(d) The provisions of subsection (e) of K.S.A. 17-6701, and amendments
thereto, shall apply to a merger under this section, if the surviving
corporation is a corporation of this state; the provisions of subsection (d) of
K.S.A. 17-6701, and amendments thereto, shall apply to any constituent stock
corporation participating in a merger or consolidation under this section; and
the provisions of subsection (f) of K.S.A. 17-6701, and amendments thereto,
shall apply to any constituent stock corporation participating in a merger
under this section.
(e) Nothing in this section shall be deemed to authorize the merger of a
charitable nonstock corporation into a stock corporation, if the charitable
status of such nonstock corporation would thereby be lost or impaired. A stock
corporation may be merged into a charitable nonstock corporation which shall
continue as the surviving corporation.
History: L. 1972, ch. 52, § 85;
L. 1988, ch. 99, § 45;
Revived and amend., L. 1988, ch. 100, § 45;
L. 1992, ch. 270, § 20;
L. 1999, ch. 39, § 15;
L. 2000, ch. 39, § 34;
L. 2004, ch. 143, § 55; Jan. 1, 2005.
17-6707.Merger or consolidation of domestic stock
and nonstock corporations.
(a) Any one or more nonstock corporations of this state, whether or not
organized for profit, may merge or consolidate with one or more stock
corporations of this state, whether or not organized for profit. The
constituent corporations may merge into a single corporation, which may be any
one of the constituent corporations, or they may consolidate into a new
corporation formed by the consolidation, pursuant to an agreement of merger or
consolidation, as the case may be, complying and approved in accordance with
this section. The surviving constituent corporation or the new corporation may
be organized for profit or not organized for profit and may be a stock
corporation or a nonstock corporation.
(b) The board of directors of each stock corporation which desires to merge
or consolidate and the governing body of each nonstock corporation which
desires to merge or consolidate shall adopt a resolution approving an agreement
of merger or consolidation. The agreement shall state: (1) The terms and
conditions of the merger or consolidation; (2) the mode of carrying the same
into effect; (3) such other provisions or facts required or permitted by this
act to be stated in articles of incorporation as can be stated in the case of a
merger or consolidation, stated in such altered form as the circumstances of
the case require; (4) the manner, if any, of converting the shares of stock of
a stock corporation and the interests of the members of a nonstock corporation
into shares or other securities of a stock corporation or membership interests
of a nonstock corporation surviving or resulting from such merger or
consolidation, or of cancelling some or all of such shares or interests and, if
any shares of any such stock corporation or membership interests of any such
nonstock corporation are not to remain outstanding, to be converted solely into
shares or other securities of the stock corporation or membership interests of
the nonstock corporation surviving or resulting from such merger or
consolidation or to be cancelled, the cash, property, rights or securities of
any other corporation or entity which the holders of shares of any such stock
corporation or membership interests of any such nonstock corporation are to
receive in exchange for, or upon conversion of such shares or membership
interests, and the surrender of any certificates evidencing them, which cash,
property, rights, or securities of any other corporation or entity may be in
addition to or in lieu of shares or other securities of any stock corporation
or membership interests of any nonstock corporation surviving or resulting from
such merger or consolidation; and (5) such other details or provisions as are
deemed desirable. In such merger or consolidation, the interests of members of
a constituent nonstock corporation may be treated in various ways so as to
convert such interests into interests of value, other than shares of stock, in
the surviving or resulting stock corporation or into shares of stock in the
surviving or resulting stock corporation, voting or nonvoting, or into creditor
interests or any other interests of value equivalent to their membership
interests in their nonstock corporation. The voting rights of members of a
constituent nonstock corporation need not be considered an element of value in
measuring the reasonable equivalence of the value of the interests received in
the surviving or resulting stock corporation by members of a constituent
nonstock corporation, nor need the voting rights of shares of stock in a
constituent stock corporation be considered as an element of value in measuring
the reasonable equivalence of the value of the interests in the surviving or
resulting nonstock corporation received by stockholders of a constituent stock
corporation, and the voting or nonvoting shares of a stock corporation may be
converted into voting or nonvoting regular, life, general, special or other
type of membership, however designated, creditor interests or participating
interests, in any nonstock corporation surviving or resulting from such merger
or consolidation of a stock corporation and a nonstock corporation. Any of the
terms of the agreement of merger or consolidation may be made dependent upon
facts ascertainable outside of such agreement, provided that the manner in
which such facts shall operate upon the terms of the agreement is clearly and
expressly set forth in the agreement of merger or consolidation. The term
"facts," as used in the preceding sentence, includes, but is not limited to,
the occurrence of any event, including a determination or action by any person
or body, including the corporation.
(c) The agreement required by subsection (b), in the case of each constituent
stock corporation, shall be adopted, approved and executed by each constituent
corporation in the same manner as is provided in K.S.A. 17-6701, and amendments
thereto, and, in the case of each constituent nonstock corporation, shall be
adopted, approved and executed by each of such constituent corporations in the
same manner as is provided in K.S.A. 17-6705, and amendments thereto. The
agreement shall be filed and shall become effective for all purposes of the
laws of this state when and as provided in K.S.A. 17-6701, and amendments
thereto, with respect to the merger of stock corporations of this state.
Insofar as they may be applicable, the provisions set forth in the last
sentence of subsection (c) of K.S.A. 17-6701, and amendments thereto, shall
apply to a merger under this section, and the reference to "stockholder" shall
be deemed to include "member" hereunder.
(d) The provisions of subsection (e) of K.S.A. 17-6701, and amendments
thereto, shall apply to a merger under this section, if the surviving
corporation is a corporation of this state; the provisions of subsection (d) of
K.S.A. 17-6701, and amendments thereto, shall apply to any constituent stock
corporation participating in a merger or consolidation under this section; and
the provisions of subsection (f) of K.S.A. 17-6701, and amendments thereto,
shall apply to any constituent stock corporation participating in a merger
under this section.
(e) Nothing in this section shall be deemed to authorize the merger of a
charitable nonstock corporation into a stock corporation, if the charitable
status of such nonstock corporation would thereby be lost or impaired. A stock
corporation may be merged into a charitable nonstock corporation which shall
continue as the surviving corporation.
History: L. 1972, ch. 52, § 85;
L. 1988, ch. 99, § 45;
Revived and amend., L. 1988, ch. 100, § 45;
L. 1992, ch. 270, § 20;
L. 1999, ch. 39, § 15;
L. 2000, ch. 39, § 34;
L. 2004, ch. 143, § 55; Jan. 1, 2005.