Session of 1999
HOUSE BILL No. 2174
By Representative Adkins
9 AN ACT relating to corporations; concerning voting by proxy; amending
10 K.S.A. 17-6502 and repealing the existing section.
12 Be it enacted by the Legislature of the State of Kansas:
13 Section 1. K.S.A. 17-6502 is hereby amended to read as follows: 17-
14 6502. (a) Unless otherwise provided in the articles of incorporation and
15 subject to the provisions of K.S.A. 17-6503, and amendments thereto, each
16 stockholder shall be entitled to one vote for each share of capital stock
17 held by such stockholder. If the articles of incorporation provide for more
18 or less than one
(1) vote for any share on any matter, every reference in
19 this act to a majority or other proportion of stock shall refer to such
20 majority or other proportion of the votes of such stock.
21 (b) Each stockholder entitled to vote at a meeting of stockholders or
22 to express consent or dissent to corporate action in writing without a
23 meeting may authorize another person or persons to act for
24 stockholder by proxy, but no such proxy shall be voted or acted upon after
(3) years from its date, unless the proxy provides for a longer period.
26 (c) Without limiting the manner in which a stockholder may author-
27 ize another person or persons to act for such stockholder as proxy pur-
28 suant to subsection (b), the following shall constitute a valid means by
29 which a stockholder may grant such authority:
30 (1) A stockholder may execute a writing authorizing another person
31 or persons to act for such stockholder as proxy. Execution may be accom-
32 plished by the stockholder or the stockholder's authorized officer, director,
33 employee or agent signing such writing or causing such stockholder's sig-
34 nature to be affixed to such writing by any reasonable means including,
35 but not limited to, by facsimile signature.
36 (2) A stockholder may authorize another person or persons to act for
37 such stockholder as proxy by transmitting or authorizing the transmission
38 of a telegram, cablegram or other means of electronic transmission to the
39 person who will be the holder of the proxy or to a proxy solicitation firm,
40 proxy support service organization or like agent duly authorized by the
41 person who will be the holder of the proxy to receive such transmission,
42 provided that any such telegram, cablegram or other means of electronic
43 transmission must either set forth or be submitted with information from
44 which it can be determined that the telegram, cablegram or other elec-
45 tronic transmission was authorized by the stockholder. If it is determined
46 that such telegrams, cablegrams or other electronic transmissions are
47 valid, the inspectors, or, if there are no inspectors, such other persons
48 making that determination shall specify the information upon which they
50 (d) Any copy, facsimile telecommunication or other reliable repro-
51 duction of the writing or transmission created pursuant to subsection (c)
52 may be substituted or used in lieu of the original writing or transmission
53 for any and all purposes for which the original writing or transmission
54 could be used, provided that such copy, facsimile telecommunications or
55 other reproduction shall be a complete reproduction of the entire original
56 writing or transmission.
(c) (e) A duly executed proxy shall be irrevocable if it states that it is
58 irrevocable and if, and only as long as, it is coupled with an interest suf-
59 ficient in law to support an irrevocable power. A proxy may be made
60 irrevocable regardless of whether the interest with which it is coupled is
61 an interest in the stock itself or an interest in the corporation generally.
62 Sec. 2. K.S.A. 17-6502 is hereby repealed.
63 Sec. 3. This act shall take effect and be in force from and after its
64 publication in the statute book.