Chapter 17, CORPORATIONS

17-4606. Incorporators. Five or more natural persons, or two or more cooperatives, may organize a cooperative in the manner hereinafter provided. History: L. 1941, ch. 185, § 6; June 30. Attorney General's Opinions: Application of KOMA to electric cooperatives. 85-175.

17-4607. Articles of incorporation. Articles of incorporation of a cooperative shall recite that they are executed pursuant to this act and shall state: (1) The name of the cooperative; (2) the address of its principal office; (3) the names and addresses of the incorporators; (4)…

17-4608. Bylaws. The board of trustees shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, merger or consolidation. Thereafter the members shall adopt, amend or repeal the bylaws by the affirmative vote of a majority of those member…

17-4609. Members. Each incorporator of a cooperative shall be a member thereof, but no other person may become a member thereof unless such other person agrees to use electric energy or other services furnished by the cooperative when they are made available through its facilitie…

17-4610. Meetings of members. (a) An annual meeting of the members of a cooperative shall be held at such time and place as shall be provided in the bylaws. (b) Special meetings of the members may be called by the president, by the board of trustees, by any three (3) trustees, or…

17-4611. Waiver of notice. Any person entitled to notice of a meeting may waive such notice in writing either before or after such meeting. If any such person shall attend such meeting, such attendance shall constitute a waiver of notice of such meeting, unless such person partic…

17-4612. Board of trustees; compensation, when; terms; quorum. (a) The business of a cooperative shall be managed by a board of not less than five (5) trustees, each of whom shall be a member of the cooperative. The bylaws shall prescribe the number of trustees, their qualificati…

17-4613. Districts. The bylaws may provide for the division of the territory served or to be served by a cooperative into two or more districts for any purpose, including, without limitation, the nomination and election of trustees and the election and functioning of district del…

17-4614. Officers; election; agents and employees; removal. The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer, who shall be elected annually by and from the board of trustees. When a person holding any such office ceases to be a t…

17-4615. Amendment of articles of incorporation. A cooperative may amend its articles of incorporation in any manner not inconsistent with this act by complying with the following requirements: (a) The proposed amendment shall be presented to a meeting of the members, the notice …

17-4616. Change of location of principal office. A cooperative, upon authorization of its board of trustees or its members, may change the location of its principal office any place within the state of Kansas by filing a certificate reciting such change of principal office, execu…

17-4617. Consolidation. (a) Any two or more cooperatives may consolidate into a new cooperative by complying with the following requirements: (1) The proposition for the consolidation of the consolidating cooperatives into the new cooperative and proposed articles of consolidatio…

17-4618. Merger. (a) Any one or more cooperatives may merge into another cooperative by complying with the following requirements: (1) The proposition for the merger of the merging cooperative into the surviving cooperative and proposed articles of merger shall be submitted to a …

17-4619. Effect of consolidation or merger. (a) In the case of a consolidation the existence of the consolidating cooperatives shall cease and the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative; and in case of a merger the sep…

17-4621. Dissolution. (a) A cooperative which has not commenced business may be dissolved by delivering to the secretary of state articles of dissolution which shall be executed on behalf of the cooperative by a majority of the incorporators and which shall state: (1) The name of…

17-4622. Filing of articles; fees. Articles of incorporation, amendment, consolidation, merger, conversion, or dissolution, when executed and accompanied by such affidavits as may be required by applicable provisions of this act, shall be presented to the secretary of state for f…

17-4623. Refunds to members. Revenues of a cooperative for any fiscal year in excess of the amount thereof necessary: (a) To defray the expenses of the operation and maintenance of the facilities of the cooperative during such fiscal year; (b) to pay interest and principal obliga…

17-4624. Disposition of property. (a) The board of trustees of a cooperative shall have full power and authority, without authorization by the members thereof, to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust of, or the pledging or en…

17-4625. Nonliability of members for debts of cooperative. No member shall be liable or responsible for any debts of the cooperative and the property of the members shall not be subject to execution therefor. History: L. 1941, ch. 185, § 25; June 30.

17-4626. Recordation of mortgages, effect thereof. Any mortgage, deed or trust or other instrument executed by a cooperative doing business in this state pursuant to this act, which affects real and personal property and which is recorded in the real property records in any count…

17-4627. Easements. No action or suit may be brought against a cooperative doing business in this state pursuant to this act, or against any agent, servant or employee thereof, by reason of the maintenance of electric transmission or distribution lines on any real property after …

17-4628. Trustees, officers or members may take acknowledgments. No person who is authorized to take acknowledgments under the laws of this state shall be disqualified from taking acknowledgments of instruments executed in favor of a cooperative or to which it is a party, by reas…

17-4630. Jurisdiction of the state corporation commission. Cooperatives doing business in this state pursuant to this act shall be subject to the jurisdiction and control of the corporation commission of this state as provided in those provisions of chapter 66 of Kansas Statutes …

17-4631. Same; approval of mergers and consolidations. No merger or consolidation of any cooperative, or corporation, organized under the provisions of this act shall become effective until the same has been approved by the corporation commission of the state of Kansas. History: …

17-4632. Securities act exemption. The provisions of the Kansas uniform securities act shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative doing business in this state pursuant to this act to the United States of America or any agency or …

17-4633. Invalidity of part. If any provisions of this act, or the application of such provision to any person or circumstance is held invalid, the remainder of the act and the application of such provisions to other persons or circumstances shall not be affected thereby. No capt…

17-4634. Business entity information report; contents; report fee. (a) Every corporation organized under the electric cooperative act of this state shall make a written business entity information report to the secretary of state, stating the prescribed information concerning the…

17-4635. Application of general corporation code. (a) The provisions of the Kansas general corporation code and all powers and rights thereunder shall apply to the corporations organized under the electric cooperative act, except where such provisions are in conflict with or inco…

17-4651. Title of act. K.S.A. 17-4651 through 17-4680, and amendments thereto, may be cited as the renewable energy electric generation cooperative act. History: L. 2003, ch. 81, § 1; July 1.

17-4652. Definitions. As used in the renewable energy electric generation cooperative act: (a) "Cooperative" means any corporation organized under the renewable energy electric generation cooperative act or which becomes subject to the renewable energy electric generation coopera…

17-4653. Purpose; incorporators. Five or more persons may organize a cooperative, nonprofit, membership corporation under the provisions of the renewable energy electric generation cooperative act for the purposes of conducting or promoting any lawful business under the general c…

17-4654. Powers. (a) In addition to the powers conferred on all corporations under article 61 of chapter 17 of the Kansas Statutes Annotated, a cooperative organized under the renewable energy electric generation cooperative act shall have power to: (1) Sue and be sued in its cor…

17-4655. Name. The name of an electric generation cooperative organized under the renewable energy electric generation cooperative act shall include the words "renewable," "generation" and "cooperative" and the abbreviation "Inc." The name of an electric generation cooperative sh…

17-4656. Articles of incorporation. (a) The articles of incorporation of a cooperative organized under the renewable energy electric generation cooperative act shall recite that they are executed pursuant to the renewable energy electric generation cooperative act and shall state…

17-4657. Bylaws. The board of directors shall adopt the first bylaws of a cooperative to be adopted following an incorporation, conversion, merger or consolidation. Thereafter the members shall adopt, amend or repeal the bylaws by the affirmative vote of a majority of those membe…

17-4658. Members. Each incorporator of a cooperative shall be a member thereof. No person shall become a member of the cooperative unless such person operates generation facilities which use renewable resources and have a capacity of at least 100 kilowatts and agrees to generate …

17-4659. Meetings of members. (a) An annual meeting of the members of a cooperative shall be held at such time and place as shall be provided in the bylaws of the cooperative. (b) Special meetings of the members may be called by the president, by the board of directors, by any th…

17-4660. Same; waiver of notice. Any person entitled to notice of a meeting may waive such notice in writing either before or after such meeting. If any such person shall attend such meeting, such attendance shall constitute a waiver of notice of such meeting unless such person p…

17-4661. Board of directors. (a) The business of a cooperative shall be managed by a board of not less than five directors, each of whom shall be a member of the cooperative. The bylaws shall prescribe the number of directors, their qualifications, other than those prescribed in …

17-4662. Officers. The officers of a cooperative shall consist of a president, vice-president, secretary and treasurer. The offices shall be elected annually by and from the board of directors. When a person holding any such office ceases to be a director, the person shall cease …

17-4663. Articles of incorporation; amendment. A cooperative may amend its articles of incorporation in any manner not inconsistent with the renewable energy electric generation cooperative act by complying with the following requirements: The proposed amendment shall be presente…

17-4664. Same; filing of. Articles of incorporation, amendment, consolidation, merger, conversion or dissolution, when executed and accompanied by such affidavits as required by applicable provisions of the renewable energy electric generation cooperative act, shall be presented …

17-4665. Principal office, change of location. A cooperative, upon authorization of its board of directors or its members, may change the location of its principal office to any place within the state of Kansas by filing, in the office of the secretary of state, a certificate whi…

17-4666. Merger or consolidation. (a) Any two or more cooperatives organized under the renewable energy electric generation cooperative act may merge into a single cooperative, which may be any one of the constituent cooperatives, or may consolidate into a new cooperative formed …

17-4667. Effect of merger or consolidation. (a) In the case of a consolidation, the existence of the consolidating cooperatives shall cease and the articles of consolidation shall be deemed to be the articles of incorporation of the new cooperative. In case of a merger, the separ…

17-4668. Dissolution. (a) A cooperative which has not commenced business may be dissolved by delivering to the secretary of state articles of dissolution which shall be executed on behalf of the cooperative by a majority of the incorporators and which shall state: (1) The name of…

17-4669. Excess revenues, distribution to members. (a) Except as otherwise determined by a vote of the members of the cooperative, revenues of a cooperative for any fiscal year in excess of the following shall be distributed by the cooperative to its members in accordance with th…

17-4670. Disposition of property. (a) The board of directors of a cooperative shall have full power and authority, without authorization by the members thereof, to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust of, or the pledging or e…

17-4671. Nonliability of members for debt of cooperative. No member of a cooperative shall be liable or responsible for any debts of the cooperative and the property of the members shall not be subject to execution therefor. History: L. 2003, ch. 81, § 21; July 1.

17-4672. Recordation of instruments, effect. Any mortgage, deed or trust or other instrument executed by a cooperative doing business in this state pursuant to the renewable energy electric generation cooperative act, which affects real and personal property and which is recorded…