Session of 1999


An  Act concerning corporations; relating to voting rights of stockholders;

amending K.S.A. 17-6502 and repealing the existing section.

Be it enacted by the Legislature of the State of Kansas:

      Section  1. K.S.A. 17-6502 is hereby amended to read as follows: 17-
6502. (a) Unless otherwise provided in the articles of incorporation and
subject to the provisions of K.S.A. 17-6503, and amendments thereto, each
stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder. If the articles of incorporation provide for more
or less than one (1) vote for any share on any matter, every reference in
this act to a majority or other proportion of stock shall refer to such
majority or other proportion of the votes of such stock.

      (b)  (1) Each stockholder entitled to vote at a meeting of stockholders
or to express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for him the stock-
holder by proxy as provided in this subsection, but no such proxy shall be
voted or acted upon after three (3) years from its date, unless the proxy
provides for a longer period.

      (2)  (i) A stockholder may sign a writing authorizing another person
to act as proxy.

      (ii) Signing may be accomplished by the stockholder or the stock-
holder's authorized officer, director, employee or agent signing the writing
or causing the stockholder's signature to be affixed to the writing by any
reasonable means, including facsimile signature.

      (3) A stockholder may authorize another person to act as proxy by
transmitting, or authorizing the transmission of, a telegram, cablegram,
or other means of electronic transmission, including telephonic transmis-
sion, to the person authorized to act as proxy or to a proxy solicitation
firm, proxy support service organization, or other person authorized by
the person who will act as proxy to receive the transmission, provided
that any such electronic transmission must either contain or be accom-
panied by information from which it can be determined that the stock-
holder authorized the transmission.

      (4) A copy, facsimile telecommunication, or other reliable reproduc-
tion of the writing or transmission authorized under paragraphs (2) and
(3) of this subsection may be substituted for the original writing or trans-
mission for any purpose for which the original writing or transmission
could be used.

      (c) A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest suf-
ficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the corporation generally.

      Sec.  2. K.S.A. 17-6502 is hereby repealed.

      Sec.  3. This act shall take effect and be in force from and after its
publication in the statute book.

I hereby certify that the above BILL originated in the
HOUSE, and passed that body


Speaker of the House
Chief Clerk of the House

Passed the SENATE ______________________________

President of the Senate
Secretary of the Senate

APPROVED ______________________________