Chapter 17, CORPORATIONS

17-1601. Purpose of cooperative marketing act. The purpose of the cooperative marketing act is to promote, foster and encourage the intelligent and orderly marketing of agricultural products through cooperation and to eliminate speculation and waste; make the distribution of agri…

17-1602. Definitions, nonprofit character of associations. (a) As used in this act: (1) "Agricultural products" shall include horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and farm and ranch products. (2) "Member" shall include actual members of associati…

17-1603. Incorporation of associations. (a) Five or more persons engaged in the production of agricultural products may form a nonprofit, cooperative association or associations with or without capital stock, under the provision of this act. (b) Any corporation organized under th…

17-1604. Purposes of association. An association may be organized to engage in any activity in connection with the marketing or selling of the agricultural products of the association's members; harvesting, threshing, milling, preserving, drying, processing, canning, packing, sto…

17-1605. Powers of association. Each association incorporated under this act shall have the following powers: (a) To engage in any activity in connection with the marketing, selling, harvesting, threshing, milling, preserving, drying, processing, canning, packing, storing, handli…

17-1606. Members or stockholders. (a) Under the terms and conditions in the association's bylaws, an association may admit as members, or issue voting common stock only to persons engaged in the production of agricultural products including the lessees and tenants of lands used f…

17-1607. Articles of incorporation. (a) Each association formed under this act must prepare and file the articles of incorporation, setting forth: (1) The name of the association. (2) The purposes for which it is formed. (3) The term for which it is to exist, if the term is not t…

17-1608. Amendment of charter. The charter may be altered or amended by any annual meeting or at any special meeting called for that purpose. Any amendment must first be approved by 2/3 of the directors and then be adopted by a vote representing a majority of all the members or v…

17-1609. Bylaws. Each association incorporated under this act must, within 30 days after its incorporation, adopt for its government and management a code of bylaws, not inconsistent with the powers granted by this act. Each association under its bylaws may also provide for any o…

17-1610. Meetings; notice. In its bylaws each association shall provide for one or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time, and 10% of the members or voting stockholders may file a petition stating the spec…

17-1611. Board of directors; election from districts; delegates to meetings; compensation of officers and directors; executive committee; vacancy in board of directors. (a) The affairs of the association shall be managed by a board of not less than five directors, elected by the …

17-1612. Officers; requirements; elections. (a) The directors shall elect from their number a president or chairperson. The directors shall also elect one or more vice-presidents or vice-chairpersons, one of whom shall be a director. The directors shall also elect a secretary and…

17-1613. Certificate of membership; stock and stockholders. (a) When a member of an association established without capital stock has paid such member's membership fee in full, such member shall receive a certificate of membership. No association shall issue stock to a member unt…

17-1614. Removal of director or officer. (a) Any member or voting stockholder may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by 10% of the members, requesting the removal of the off…

17-1615. Matters subject to referendum, when. Upon demand of one-third of the entire board of directors, any matter that has been approved or passed by the board must be referred to the entire membership or the stockholders for decision at the next special or regular meeting whic…

17-1616. Marketing contracts; injunction to prevent breach. (a) The association and the association's members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over 10 years, all or any specified part of their agricultural produc…

17-1617a. Interest in other cooperative association or corporation. Any association may have an interest in or own the preferred or common stock or become a member of any cooperative association. Any association may have an interest in or own preferred or common stock of or becom…

17-1618. Business entity information report; report fee. Each association formed under this act shall prepare and make a written business entity information report to the secretary of state, and pay the required fee, as prescribed by K.S.A. 17-7504, and amendments thereto. Histor…

17-1620. Contracts generally. Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts and arrangements with any other cooperative …

17-1621. Adoption of act by existing corporations. Any corporation or association organized under previously existing statutes may by a 2/3 vote of the corporation's or association's voting stockholders or members voting at an annual meeting of the corporation or association or a…

17-1623. Validity of act. If any section of this act, or acts amendatory thereto, shall be declared unconstitutional for any reason, the remainder of the act or acts amendatory thereto, shall not be affected thereby. History: L. 1921, ch. 148, § 23; R.S. 1923, 17-1623; L. 1992, c…

17-1625. Application and recording fee. At the time of filing its articles of incorporation, an association organized hereunder shall pay the fees required by subsection (a) of K.S.A. 17-7502. History: L. 1921, ch. 148, § 25; R.S. 1923, 17-1625; L. 1972, ch. 54, § 17; July 1. Cro…

17-1626. Conflicting laws not to apply; exemptions under existing laws to apply. Any provisions of law which are in conflict with this act, or acts amendatory thereto, shall not be construed as applying to the associations herein provided for. Any exemptions under any and all exi…

17-1627. Limitation of use of term "co-operative." No person, firm, corporation, or association, hereafter organized or doing business in this state, shall be entitled to use the word "cooperative" as part of its corporate or other business name or title for producers' cooperativ…

17-1628. Application of general corporation code. The provisions of the general corporation code of this state and all powers and rights thereunder shall apply to the associations organized hereunder, except where such provisions are in conflict with or inconsistent with the expr…

17-1629. Increase of capital. Any corporation organized under this act may increase its capital to any amount provided that such increase must be first approved by a 2/3 vote of directors and then be approved by affirmative vote of 2/3 of the outstanding shares of voting stock, o…

17-1630. Meetings of stockholders and directors; resident agent. In all cases where it is not otherwise provided by the bylaws, the meetings of the stockholders of every cooperative corporation organized or doing business under this act shall be held at the corporation's register…

17-1631. Dissolution for failure to carry on business; receivers. Any cooperative corporation, company or association heretofore organized under article 16, chapter 17, of the Revised Statutes of Kansas of 1923, and 17-1603, 17-1604, 17-1605, 17-1609, 17-1611, 17-1613, 17-1616, 1…

17-1632. Contracts fixing resale prices. Cooperative associations or corporations created under the provisions of article 16 of chapter 17 of the General Statutes of 1935, and any amendments thereto, or cooperative associations or corporations organized under similar statutes of …

17-1633. Same; restrictions. This act, or acts amendatory thereto, should not be construed as authorizing the fixing of prices by contract or otherwise in such a manner as to be arbitrary, unjustly discriminatory or otherwise detrimental to the public interest. History: L. 1937, …

17-1634. Same; construction. No association, contract, method or act which complies with the provisions of article 16 of chapter 17 of the General Statutes of 1935, and any amendments thereto, or with this act, or acts amendatory thereto, shall be deemed a conspiracy or combinati…

17-1635. Same; invalidity of part. If any clause, sentence, paragraph or part of this act, or acts amendatory thereto, for any reason, shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not affect or impair the validity of the remainder of…

17-1636. Disposition of property, assets and good will; notice to stockholders. Any cooperative association or corporation, created, organized or existing under the provisions of article 15 or article 16 of chapter 17 of the Kansas Statutes Annotated, and any amendments thereto, …

17-1637. Merger or consolidation of cooperative associations and corporations. (a) Any two or more associations incorporated under the cooperative marketing act, cited at K.S.A. 17-1601 et seq., and amendments thereto, or any association incorporated under the cooperative marketi…

17-1638. Merger or consolidation of cooperative associations and domestic and foreign corporations; service of process upon surviving or resulting corporation. (a) Any one or more associations incorporated under the cooperative marketing act, cited at K.S.A. 17-1601 et seq., and …

17-1639. When mergers effective; rights and liabilities to surviving association. No merger or consolidation shall become effective under this act until all corporate fees and taxes due to or assessable by the state have been paid by the constituent associations or corporations. …

17-1640. Surviving association right to issue bonds or other obligations. When two or more associations or corporations are merged or consolidated, the association or corporation surviving or resulting from the merger or consolidation may issue bonds or other obligations, negotia…

17-1641. Effect of merger on pending actions. Any action or proceeding, whether civil, criminal or administrative, pending by or against any association or corporation which is a party to a merger or consolidation shall be prosecuted as if such merger or consolidation had not tak…

17-1642. Payment for interest of member objecting to merger; demand for payment; appraisal and determination of value; taxation of costs; status of member's interest; section inapplicable to certain member's interest. (a) Except as provided in subsection (j), the association or c…

17-1643. Act supplemental to cooperative marketing act. This act shall be part of and supplemental to the cooperative marketing act, cited at K.S.A. 17-1601 et seq., and amendments thereto. History: L. 1991, ch. 74, § 7; May 30.

17-1701. Incorporation; powers and duties. Any religious society, military or fire company, literary, charitable or benevolent association, other than colleges, universities, academies or seminaries, or any grand or subordinate lodge of Free and Accepted Masons, or of the Indepen…

17-1702. Charter. No religious, literary, scientific, industrial, benevolent or other society, association, company, corporation or institution, that does not have a capital stock will be required, in its charter, to make any statement of the amount of capital stock or amount of …

17-1703. Real estate and stock of subordinate organizations. Any subordinate lodge, council or camp or other subordinate organization of any fraternal, benevolent, patriotic or beneficial order or association now established or organized or which may be established or organized h…

17-1704. Same; title; transfers. The title to any property the ownership of which is provided for in this act shall be vested in the lodge or other subordinate organization, and transfers of the same may be made by the trustees or managers of such organization. History: L. 1899, …

17-1705. Same; contracts and actions concerning real estate. Such subordinate organizations may contract, sue and be sued through its trustees or managers, in any matter affecting such real estate or buildings: Provided, That no judgment rendered against such organization shall h…

17-1711. Title to property of extinct Baptist societies. That all property, both real and personal, belonging to or held in trust for any Baptist church or any Baptist religious society that has or shall become extinct, shall vest in and become the property of the Kansas Baptist …

17-1712. Same; what society deemed extinct. That any Baptist church or Baptist religious society in this state which has ceased or failed to maintain religious worship or services or to use its property for religious worship or services according to the tenets, usages and customs…

17-1713. Same; procedure for transfer of property. That an application for such an order and disposition of property may be made by any member or officer of the said Kansas Baptist Convention, or by any member of such church or society, when duly authorized thereto by the board o…

17-1713a. Title to property of extinct colored Baptist religious societies. That all property, both real and personal, belonging to or held in trust for any colored Baptist church or any colored Baptist religious society that has or shall become extinct, shall vest in and become …

17-1713b. Same; what society deemed extinct. That any colored Baptist church or colored Baptist religious society in this state which has ceased or failed to maintain religious worship or services or to use its property for religious worship or services according to the tenets, u…