KANSAS OFFICE of
  REVISOR of STATUTES

  

Home >> Statutes >> Back


Click to open printable format in new window.Printable Format
 | Next

17-6009. Bylaws; adoption, amendment or repeal; contents. (a) The right to adopt, amend or repeal bylaws of any corporation in existence on July 1, 1972, shall be vested in the corporation's board of directors, unless otherwise provided in such corporation's articles of incorporation and subject to the right of the stockholders to adopt, amend or repeal the bylaws. For all other corporations, the original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, unless the initial directors were named in the articles of incorporation, or, before a corporation has received any payment for any of its stock or, in the case of a nonstock corporation, before any person has been admitted to membership in the corporation, by its board of directors or governing body, as the case may be. After a corporation has received any payment for any of its stock or, in the case of a nonstock corporation, after any person has been admitted to membership in the corporation, the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote or, in the case of a nonstock corporation, in its members entitled to vote except that, any corporation, in its articles of incorporation, may confer the power to adopt, amend or repeal bylaws upon the directors or, in the case of a nonstock corporation, upon its governing body by whatever name designated. The fact that such power has been so conferred upon the directors or governing body, as the case may be, shall not divest the stockholders or members of the power, nor limit their power to adopt, amend or repeal bylaws.

(b) The bylaws may contain any provision, not inconsistent with law or with the articles of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees. The bylaws may not contain any provision that would impose liability on a stockholder for the attorney fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in K.S.A. 2022 Supp. 17-6015, and amendments thereto.

History: L. 1972, ch. 52, § 9; L. 1977, ch. 80, § 1; L. 1988, ch. 99, § 4; Revived and amend., L. 1988, ch. 100, § 4; L. 1992, ch. 270, § 2; L. 2016, ch. 110, § 20; July 1.

Source or prior law:

17-3001 and 17-3107; 8 Del. C. § 109.

Cross References to Related Sections:

Provisions in articles of incorporation concerning adoption, amendment and repeal of bylaws, see 17-6002(b) (7).

Power of incorporators to adopt bylaws, see 17-6007, 17-6008.

Emergency bylaws, see 17-6010.

General corporate power to adopt, amend and repeal bylaws, see 17-6102 (6).

Reorganization of corporation under U.S. statute, see 17-6913.

Law Review and Bar Journal References:

Authority of shareholders and directors over bylaws analyzed in “Close Corporations and the Kansas General Corporation Code of 1972,” Edwin W. Hecker, Jr., 22 K.L.R. 489, 504 (1974).

Amendments to subsection (a) discussed in “Survey of Kansas Law: Business Associations,” William E. Treadway, 27 K.L.R. 171, 174, 175 (1979).

“Personal Liability of Nonprofit Directors,” Charles Engel, 60 J.K.B.A. No. 4, 28, 32 (1991).

“Non-SEC Whistle-Blowing Obligations of Lawyers Who Represent Organizations,” John M. Burman, 46 W.L.J. 127 (2006).

Attorney General’s Opinions:

Open meetings law; quorum change of metropolitan Topeka airport authority. 83-174.

CASE ANNOTATIONS

1. Board of directors of insurer organized prior to enactment of code authorized to amend bylaws to provide for change as to number of directors elected. Lincoln American Corp. v. Victory Life Insurance Co., 375 F.Supp. 105, 107 (1973).


 | Next


LEGISLATIVE COORDINATING COUNCIL
12/30/2022 Meeting Notice  Agenda
11/16/2022 Meeting Notice Agenda
9/23/2022 Meeting Notice Agenda
6/16/2022 Meeting Notice Agenda
2/23/2022 Meeting Notice Agenda
1/7/2022 Meeting Notice Agenda

LCC Policies

COMMISSION ON INTERSTATE COOPERATION
6/29/2022 Meeting Notice Agenda

REVISOR OF STATUTES
2021 Interim Assignments
2022 Valid Section Numbers
Chapter 72 Statute Transfer List
Kansas School Equity & Enhancement Act
Gannon v. State
Information for Special Session 2021
General Information, Legal Analysis & Research
2022 Amended & Repealed Statutes
2021 Amended & Repealed Statutes
2020 Amended & repealed Statutes
2019 Amended & Repealed Statutes

USEFUL LINKS
Session Laws

 OTHER LEGISLATIVE SITES
Kansas Legislature
Administrative Services
Division of Post Audit
Research Department