HOUSE BILL No. 2156
An Act concerning corporations; relating to voting
rights of stockholders;
amending K.S.A. 17-6502 and repealing the existing
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
subject to the provisions of K.S.A. 17-6503, and amendments
stockholder shall be entitled to one vote for each share of capital
held by such stockholder. If the articles of incorporation provide
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
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
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
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,
or other means of electronic transmission, including telephonic
sion, to the person authorized to act as proxy or to a proxy
firm, proxy support service organization, or other person
the person who will act as proxy to receive the transmission,
that any such electronic transmission must either contain or be
panied by information from which it can be determined that the
holder authorized the transmission.
(4) A copy, facsimile
telecommunication, or other reliable reproduc-
tion of the writing or transmission authorized under paragraphs
(3) of this subsection may be substituted for the original
writing or trans-
mission for any purpose for which the original writing or
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
ficient in law to support an irrevocable power. A proxy may be
irrevocable regardless of whether the interest with which it is
an interest in the stock itself or an interest in the corporation
Sec. 2. K.S.A. 17-6502 is hereby
Sec. 3. This act shall take effect
and be in force from and after its
publication in the statute book.
Approved April 7, 1999.