Corporate Interested-Director Transaction Requirements in Kansas

At a glance

Requirements one by one

The statute covers officers as well as directors

Kan. Stat. § 17-6304 covers a contract directly with a director or officer and one with another corporation, partnership, association, or organization in which that person serves as director or officer or has a financial interest. It does not state a financial-interest materiality threshold.

Approval requires both kinds of material facts

The board, committee, or voting stockholders must know the material facts of both the relationship or interest and the contract or transaction. Under § 17-6304(a)(1)-(2), the approving body must also act in good faith; disclosure alone is not the approval route.

The approving majority must be disinterested

Section 17-6304(a)(1) permits the disinterested approving directors to be “less than a quorum.” This does not remove the separate quorum question: subsection (b) expressly permits common or interested directors to count toward its presence. The section states no mandatory exclusion of those directors from the room.

Stockholder voting uses the ordinary framework

Section 17-6304(a)(2) requires a specific good-faith vote after disclosure but does not exclude interested shares. Section 17-6506 supplies the ordinary meeting framework, subject to special statutory votes and governing records. For non-election business, its default uses shares present or represented and entitled to vote, rather than only votes actually cast. Governing documents cannot set quorum below the statutory one-third floor.

The general consent mechanism in § 17-6518(a) instead uses the minimum vote that would suffice with every entitled share present and voting, unless the articles provide otherwise. It does not eliminate § 17-6304’s disclosure and good-faith conditions.

Fairness is measured at the stated approval time

Section 17-6304(a)(3) says “fair as to the corporation as of the time it is authorized, approved or ratified” by the board, committee, or stockholders. It provides no definition or named-party allocation of the fairness burden.

General board consent includes delivery and record rules

Section 17-6301(f) requires all board or committee members to consent in writing or electronically unless the governing records restrict that route. After action, the consents must be filed with the minutes in their paper or electronic form. No conflict-specific abstaining-signature exception appears in § 17-6304.

Loans have a benefit test and compensation has a record qualification

Section 17-6303 reaches corporate or subsidiary officers and employees, including those who are directors. The directors must judge that the loan, guarantee, or assistance may reasonably be expected to benefit the corporation. Section 17-6301(h) permits board-set director compensation unless the articles or bylaws restrict it; it does not expressly exempt compensation from the conflict statute.

The words “solely” limit the statutory effect

Section 17-6304 prevents voidness or voidability solely on its specified interest or participation grounds when a route is satisfied. It does not state that every authorization, fiduciary-duty, or other legal requirement has thereby been satisfied.

What trips people up

A counted interested vote cannot substitute for the required disinterested majority in the board route. The protection for presence, participation, or counted votes applies only if one of the statutory routes is met.

Board and stockholder consents also have different denominators. The board requires all members’ consent; the general stockholder route can use the specified minimum voting power, with prompt notice to entitled nonconsenting holders when consent is less than unanimous (§ 17-6518(e)).

Common questions

Can a loan be interest-free or unsecured?

Section 17-6303 permits either, subject to the directors’ corporate-benefit judgment, and permits security approved by the board.

Can a board consent specify a future effective event?

Section 17-6301(f)(2) allows a future time within 60 days, including an event- based time. The person must then be a director and must not have revoked it.

How long can stockholder consents be collected?

Section 17-6518(c) requires the sufficient signed consents to reach the corporation within 60 days after the first consent is delivered.

Statutes and sources

All official Revisor texts below were accessed September 4, 2026.

• Kan. Stat. § 17-6304 — Official text: “17-6304. Financial interest of officer or director in corporate transaction; effect; quorum. (a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, if: (1) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (2) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee or the stockholders. (b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.”

• Kan. Stat. § 17-6301 — Official text: “(f) (1) Unless otherwise restricted by the articles of incorporation or bylaws: (A) Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission; and (B) a consent may be documented, signed and delivered in any manner permitted by K.S.A. 17-6016 , and amendments thereto. (2) Any person, whether or not then a director, may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given for purposes of this subsection at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to such effective time. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the board of directors, or the committee thereof, in the same paper or electronic form as the minutes are maintained. (g) Unless otherwise restricted by the articles of incorporation or bylaws, the board of directors of any corporation organized under this code may hold its meetings, and have an office or offices, outside of this state. (h) Unless otherwise restricted by the articles of incorporation or bylaws, the board of directors shall have the authority to fix the compensation of directors. (i) Unless otherwise restricted by the articles of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of such board, or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. ”

• Kan. Stat. § 17-6303 — Official text: “17-6303. Loans to or guaranty of obligations of officers and employees. Any corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing contained in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of any corporation at common law or under any statute.”

• Kan. Stat. § 17-6506 — Official text: “17-6506. Quorum; votes necessary to transact business. Subject to the provisions of this code with respect to the vote that shall be required for a specified action, the articles of incorporation or bylaws of any corporation authorized to issue stock may specify the number of shares or the amount of other securities, or both, having voting power, the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum for, and the votes that shall be necessary for, the transaction of any business, but in no event shall a quorum consist of holders of less than 1 / 3 of the shares entitled to vote at the meeting, except that, where a separate vote by the holders of one or more than one class or series is required, a quorum shall consist of no less than 1 / 3 of the holders of the shares of such class or series. In the absence of such specification in the articles of incorporation or bylaws of the corporation: (a) The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders; (b) in all matters other than the election of directors, the affirmative vote of the holders of a majority of shares who are present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders; (c) directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and (d) where a separate vote by one or more than one class or series is required, the holders of a majority of the outstanding shares of such class or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, in all matters other than the election of directors, the affirmative vote of the holders of a majority of shares of such class or series who are present in person or represented by proxy at the meeting shall be the act of such class or series. A bylaw amendment adopted by the stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.”

• Kan. Stat. § 17-6518 — Official text: “17-6518. Actions taken without meeting, notice or vote; consent required; procedures and consent form. (a) Unless otherwise provided in the articles of incorporation, any action required by this code to be taken at any annual or special meeting of stockholders of a corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation in the manner required by this section. (b) Unless otherwise provided in the articles of incorporation, any action required by this code to be taken at a meeting of the members of a nonstock corporation, or any action that may be taken at any meeting of the members of a nonstock corporation, may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the action so taken, are signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted and shall be delivered to the corporation in the manner required by this section. (c) A consent must be set forth in writing or in an electronic transmission. No consent shall be effective to take the corporate action referred to in such consent unless signed by a sufficient number of holders or members to take action are delivered to the corporation in the manner required by this section within 60 days of the first date when a consent is so delivered to the corporation. Any person executing a consent may provide, whether through instruction to an agent or otherwise, that such a consent will be effective at a future time, including a time determined upon the happening of an event, no later than 60 days after such instruction is given or such provision is made, if evidence of such instruction or provision is provided to the corporation. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective. All references to a "consent" in this section mean a consent permitted by this section. (d) (1) A consent permitted by this section shall be delivered: (A) To the principal place of business of the corporation; (B) to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders or members are recorded; (C) to the registered office of the corporation in this state by hand or by certified or registered mail, return receipt requested; or (D) subject to paragraph (2), in accordance with K.S.A. 17-6016 , and amendments thereto, to an information processing system, if any, designated by the corporation for receiving such consents. (2) In the case of delivery pursuant to subsection (d)(1)(D), such consent must set forth or be delivered with information that enables the corporation to determine the date of delivery of such consent and the identity of the person giving such consent, and, if such consent is given by a person authorized to act for a stockholder or member as proxy, such consent must comply with the applicable provisions of K.S.A. 17-6502 (c)(2) and (c)(3), and amendments thereto. (3) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used. Such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. A consent may be documented and signed in accordance with K.S.A. 17-6016 , and amendments thereto, and when so documented or signed shall be deemed to be in writing for purposes of this code. If such consent is delivered pursuant to subsection (d)(1)(A), (B) or (C), such consent must be reproduced and delivered in paper form. (e) Prompt notice of the taking of any corporate action without a meeting by less than unanimous consent shall be given to those stockholders or members who have not consented and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that consent or consents signed by a sufficient number of stockholders or members to take the action were delivered to the corporation as provided in this section. In the event that the action that is consented to is such as would have required the filing of a certificate under any other section of this code, if such action had been voted on by stockholders or members at a meeting thereof, the certificate filed under such other section shall state, in lieu of any statement required by such section concerning any vote of stockholders or members, that consent has been given in accordance with the provisions of this section.”