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17-6601. Amendment of articles of incorporation prior to receipt of any payment for stock; amendment of articles by nonstock corporation. (a) Before a corporation has received any payment for any of its stock, it may amend its articles of incorporation at any time or times, 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 filing the amendment.

(b) The amendment of the articles of incorporation authorized by this section shall be adopted by a majority of the incorporators, if directors were not named in the original articles of incorporation or have not yet been elected, or, if directors were named in the original articles of incorporation or have been elected and have qualified, by a majority of the directors. A certificate setting forth the amendment and certifying that the corporation has not received any payment for any of its stock, or that the corporation has no members, as applicable, and that the amendment has been duly adopted in accordance with the provisions of this section shall be executed and filed in accordance with K.S.A. 17-7908 through 17-7910, and amendments thereto. Upon the effectiveness of such filing, the corporation's articles of incorporation shall be deemed to be amended accordingly as of the date on which the original articles of incorporation became effective except as to those persons who are substantially and adversely affected by the amendment and as to those persons the amendment shall be effective from the filing date.

(c) This section shall apply to a nonstock corporation before such corporation has any members, except that all references to directors shall be deemed to be references to members of the governing body of the corporation.

History: L. 1972, ch. 52, § 74; L. 1988, ch. 99, § 34; Revived and amended, L. 1988, ch. 100, § 34; L. 1999, ch. 39, § 11; L. 2000, ch. 39, § 24; L. 2015, ch. 65, § 1; L. 2016, ch. 110, § 65; July 1.

Source or Prior Law:

17-2601, 17-4201; 8 Del. C. § 241.

Cross References to Related Sections:

Contents of articles of incorporation, see 17-6002.

"Articles of incorporation" defined, see 17-6004, 17-7501.

Amendment of articles after receipt of payment for stock, see 17-6602.

Reissuance of stock retired by corporation, see 17-6603.

Restated articles of incorporation, see 17-6605.

Extension, renewal or reinstatement of articles of incorporation, see 17-7002.

Fee for filing certificate of amendment, see 17-7506.


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