Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Kansas
At a glance
| Governing law and documents | Kansas General Corporation Code applies § 17-6301 to nonstock governing body; articles may alter its management and quorum rules, and bylaws may regulate affairs consistently with law/articles (§§ 17-6009, 17-6301(j)). |
|---|---|
| Meeting type, caller, and place | No ordinary regular/special classification or default caller in board section; consult documents. Board may meet outside Kansas unless articles/bylaws restrict (§§ 17-6009(b), 17-6301(g)). |
| Regular meeting notice | No general ordinary-board notice period or contents in § 17-6301; consult articles/bylaws. Organization meeting has a separate rule (§§ 17-6008(b), 17-6009(b)). |
| Special meeting notice | No general ordinary-board special-meeting lead time, caller, or purpose rule in § 17-6301; consult articles/bylaws (§ 17-6009(b)). |
| Notice waiver and objection | No general ordinary-board waiver or objection method in § 17-6301; consult documents. Attendance/waiver rule in § 17-6008(b) concerns organization meeting only. |
| Remote attendance | Conference telephone or other equipment through which all participants can hear one another; counts as presence in person unless articles/bylaws restrict (§ 17-6301(i)). |
| Quorum and minimum | Default majority of total directors; articles/bylaws may raise it, bylaws ordinarily may lower to one-third unless articles bar; nonstock articles may set below one-third (§ 17-6301(b), (j)). |
| Director proxy | § 17-6505(b) permits member proxies at member meetings; § 17-6301(b) measures board votes by directors present and supplies no board-proxy procedure. |
| Vote and assent | At a meeting with quorum, majority of directors present acts unless articles/bylaws require more; articles may weight director votes (§ 17-6301(b), (d), (j)). |
Requirements one by one
Governing body and meeting location
Section 17-6301(j) applies the board section to a nonstock corporation's governing body unless its articles provide otherwise. Under § 17-6009(b), bylaws may regulate corporate affairs consistently with law and the articles. The ordinary board section gives no general regular/special meeting caller, notice lead time, or waiver method; the governing documents supply those details. Under § 17-6301(g), the board may meet outside Kansas unless restricted by its documents.
Remote presence, quorum, and vote
Under § 17-6301(i), all participants must be able to hear one another through a conference telephone or other communications equipment. A participating director is present in person. Section 17-6301(b) ordinarily requires a majority of the total number of directors for quorum and a majority of directors present for an act. The bylaws may lower the ordinary quorum to one-third unless the articles say otherwise. For a nonstock corporation, § 17-6301(j) expressly lets the articles set a quorum below one-third. Section 17-6301(d) also permits the articles to give directors different voting powers; the statute then measures majorities by votes rather than heads.
What trips people up
The two-day notice and attendance-waiver terms in § 17-6008(b) govern the post-filing organization meeting of incorporators or named initial directors. They do not establish a notice period for later ordinary board meetings. K.S.A. § 17-6505(b) expressly permits a member to vote by proxy at a member meeting; that provision does not supply a director-proxy vote at a governing-body meeting.
Common questions
If five directors serve, what is the default quorum? A majority of the total number is three under § 17-6301(b). A valid nonstock articles provision may change that count under subsection (j).
Does a telephone participant count as present? Yes, if all participants can hear each other under § 17-6301(i), subject to any articles or bylaws restriction.
Statutes and sources
- K.S.A. § 17-6008, official text accessed October 1, 2026.
- K.S.A. § 17-6009, official text accessed October 1, 2026.
- K.S.A. § 17-6301, official text accessed October 1, 2026.
- K.S.A. § 17-6505, official text accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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