17-7213.Appointment of provisional director for close
corporation, when; qualifications, rights and powers of provisional
director.
(a) Notwithstanding any contrary provision of the articles of
incorporation or the bylaws or agreement of the stockholders, the
district court may appoint a provisional director for a close
corporation, if the directors are so divided respecting the management
of the corporation's business and affairs that the votes required for
action by the board of directors cannot be obtained, with the
consequence that the business and affairs of the corporation can no
longer be conducted to the advantage of the stockholders generally.
(b) An application for relief under this section must be filed (1)
by at least one-half (1/2) of the number of directors then in office,
(2) by the holders of at least one-third (1/3) of all stock then
entitled to elect directors, or, (3) if there be more than one class of
stock then entitled to elect one or more directors, by the holders of
two-thirds (2/3) of the stock of any such class; but the articles of
incorporation of a close corporation may provide that a lesser
proportion of the directors or of the stockholders or of a class of
stockholders may apply for relief under this section.
(c) A provisional director shall be an impartial person who is
neither a stockholder nor a creditor of the corporation or of any
subsidiary or affiliate of the corporation, and whose further
qualifications, if any, may be determined by the district court. A
provisional director is not a receiver of the corporation and does not
have the title and powers of a custodian or receiver appointed under
K.S.A. 17-6516 or 17-6901. A provisional
director shall have all the rights and powers of a duly elected director
of the corporation, including the right to notice of and to vote at
meetings of directors, until such time as he shall be removed by order
of the court, or by the holders of a majority of all shares then
entitled to vote to elect directors, or by the holders of two-thirds
(2/3) of the shares of that class of voting shares which filed the
application for appointment of a provisional director. His compensation
shall be determined by agreement between him and the corporation,
subject to approval of the court, which may fix his compensation in the
absence of agreement or in the event of disagreement between the
provisional director and the corporation.
(d) Even though the requirements of subsection (b) of this section,
relating to the number of directors or stockholders who may petition for
appointment of a provisional director are not satisfied, the district
court, nevertheless, may appoint a provisional director if permitted by
subsection (b) of K.S.A. 17-7212.
17-7213.Appointment of provisional director for close
corporation, when; qualifications, rights and powers of provisional
director.
(a) Notwithstanding any contrary provision of the articles of
incorporation or the bylaws or agreement of the stockholders, the
district court may appoint a provisional director for a close
corporation, if the directors are so divided respecting the management
of the corporation's business and affairs that the votes required for
action by the board of directors cannot be obtained, with the
consequence that the business and affairs of the corporation can no
longer be conducted to the advantage of the stockholders generally.
(b) An application for relief under this section must be filed (1)
by at least one-half (1/2) of the number of directors then in office,
(2) by the holders of at least one-third (1/3) of all stock then
entitled to elect directors, or, (3) if there be more than one class of
stock then entitled to elect one or more directors, by the holders of
two-thirds (2/3) of the stock of any such class; but the articles of
incorporation of a close corporation may provide that a lesser
proportion of the directors or of the stockholders or of a class of
stockholders may apply for relief under this section.
(c) A provisional director shall be an impartial person who is
neither a stockholder nor a creditor of the corporation or of any
subsidiary or affiliate of the corporation, and whose further
qualifications, if any, may be determined by the district court. A
provisional director is not a receiver of the corporation and does not
have the title and powers of a custodian or receiver appointed under
K.S.A. 17-6516 or 17-6901. A provisional
director shall have all the rights and powers of a duly elected director
of the corporation, including the right to notice of and to vote at
meetings of directors, until such time as he shall be removed by order
of the court, or by the holders of a majority of all shares then
entitled to vote to elect directors, or by the holders of two-thirds
(2/3) of the shares of that class of voting shares which filed the
application for appointment of a provisional director. His compensation
shall be determined by agreement between him and the corporation,
subject to approval of the court, which may fix his compensation in the
absence of agreement or in the event of disagreement between the
provisional director and the corporation.
(d) Even though the requirements of subsection (b) of this section,
relating to the number of directors or stockholders who may petition for
appointment of a provisional director are not satisfied, the district
court, nevertheless, may appoint a provisional director if permitted by
subsection (b) of K.S.A. 17-7212.
17-7213.Appointment of provisional director for close
corporation, when; qualifications, rights and powers of provisional
director.
(a) Notwithstanding any contrary provision of the articles of
incorporation or the bylaws or agreement of the stockholders, the
district court may appoint a provisional director for a close
corporation, if the directors are so divided respecting the management
of the corporation's business and affairs that the votes required for
action by the board of directors cannot be obtained, with the
consequence that the business and affairs of the corporation can no
longer be conducted to the advantage of the stockholders generally.
(b) An application for relief under this section must be filed (1)
by at least one-half (1/2) of the number of directors then in office,
(2) by the holders of at least one-third (1/3) of all stock then
entitled to elect directors, or, (3) if there be more than one class of
stock then entitled to elect one or more directors, by the holders of
two-thirds (2/3) of the stock of any such class; but the articles of
incorporation of a close corporation may provide that a lesser
proportion of the directors or of the stockholders or of a class of
stockholders may apply for relief under this section.
(c) A provisional director shall be an impartial person who is
neither a stockholder nor a creditor of the corporation or of any
subsidiary or affiliate of the corporation, and whose further
qualifications, if any, may be determined by the district court. A
provisional director is not a receiver of the corporation and does not
have the title and powers of a custodian or receiver appointed under
K.S.A. 17-6516 or 17-6901. A provisional
director shall have all the rights and powers of a duly elected director
of the corporation, including the right to notice of and to vote at
meetings of directors, until such time as he shall be removed by order
of the court, or by the holders of a majority of all shares then
entitled to vote to elect directors, or by the holders of two-thirds
(2/3) of the shares of that class of voting shares which filed the
application for appointment of a provisional director. His compensation
shall be determined by agreement between him and the corporation,
subject to approval of the court, which may fix his compensation in the
absence of agreement or in the event of disagreement between the
provisional director and the corporation.
(d) Even though the requirements of subsection (b) of this section,
relating to the number of directors or stockholders who may petition for
appointment of a provisional director are not satisfied, the district
court, nevertheless, may appoint a provisional director if permitted by
subsection (b) of K.S.A. 17-7212.