Corporate Bylaws - Kansas

BYLAWS OF [____________________], a Kansas corporation

A for-profit corporation organized under the Kansas General Corporation Code, K.S.A. § 17-6001 et seq. (the "Code"). The Kansas General Corporation Code is modeled on the Delaware General Corporation Law; many provisions of the Code are derived from and tracked to corresponding sections of Title 8 of the Delaware Code.

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Definitions
2. Article II — Offices and Registered Agent
3. Article III — Meetings of Stockholders
4. Article IV — Board of Directors
5. Article V — Committees of the Board
6. Article VI — Officers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Stock and Transfer of Shares
9. Article IX — Dividends and Distributions
10. Article X — Records, Inspection, and Reports
11. Article XI — Corporate Seal, Fiscal Year, and General Provisions
12. Article XII — Amendment of Bylaws
13. Article XIII — Emergency Bylaws
14. Certification / Secretary's Adoption Block
15. Sources and References

ARTICLE I — DEFINITIONS

For purposes of these Bylaws, the following terms have the meanings set forth below. Capitalized terms not defined here have the meanings given in the Code.

• "Articles" means the corporation's Articles of Incorporation, as amended or restated and on file with the Kansas Secretary of State.
• "Board" means the Board of Directors of the corporation.
• "Code" means the Kansas General Corporation Code, K.S.A. § 17-6001 et seq., as amended.
• "Director" means a member of the Board.
• "Electronic Transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed and that may be directly reproduced in paper form by the recipient, as contemplated by the Code.
• "Stockholder" means a holder of record of shares of the corporation's capital stock.
• "Whole Board" means the total number of directors that the corporation would have if there were no vacancies.

ARTICLE II — OFFICES AND REGISTERED AGENT

Section 2.1 Registered Office and Registered Agent. The corporation shall continuously maintain in the State of Kansas a registered office and a registered agent as required by K.S.A. § 17-6014. The registered agent is [____________________], whose registered office address is [____________________]. The Board may change the registered office or registered agent from time to time in the manner provided by the Code.

Section 2.2 Other Offices. The corporation may also maintain a principal place of business and offices at such other places, within or without the State of Kansas, as the Board may from time to time determine or the business of the corporation may require.

ARTICLE III — MEETINGS OF STOCKHOLDERS

Section 3.1 Place of Meetings; Remote Communication. Meetings of stockholders may be held at such place, within or without the State of Kansas, as may be designated by or in the manner provided in the Articles or these Bylaws, or, if not so designated, as determined by the Board, in accordance with K.S.A. § 17-6501(a). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place but shall instead be held solely by means of remote communication, and may authorize stockholders and proxyholders not physically present to participate and to be deemed present and to vote at the meeting by means of remote communication, subject to the conditions of K.S.A. § 17-6501(a)(2).

Section 3.2 Annual Meeting. An annual meeting of stockholders for the election of directors and the transaction of any other proper business shall be held on a date and at a time designated by or in the manner provided in these Bylaws, in accordance with K.S.A. § 17-6501(b). A failure to hold the annual meeting at the designated time, or to elect a sufficient number of directors, does not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation; if no annual meeting is held or action by written consent to elect directors is not taken within the periods stated in K.S.A. § 17-6501(c), the district court may summarily order a meeting upon the application of any stockholder or director.

Section 3.3 Special Meetings. Special meetings of stockholders may be called by the Board or by such person or persons as may be authorized by the Articles or by these Bylaws, in accordance with K.S.A. § 17-6501(d). Business transacted at a special meeting shall be limited to the purpose(s) stated in the notice of the meeting.

Section 3.4 Notice of Meetings. Pursuant to K.S.A. § 17-6512, written notice of each meeting of stockholders, stating the place (if any), date, and hour of the meeting, the means of remote communication (if any) by which stockholders may be deemed present and may vote, and, in the case of a special meeting, the purpose(s) for which the meeting is called, shall be given not fewer than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at the meeting. Notice may be given by electronic transmission to the extent and in the manner permitted by K.S.A. § 17-6522.

Section 3.5 Waiver of Notice. Whenever notice is required to be given under the Code, the Articles, or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission, whether before or after the time stated in the notice, is deemed equivalent to notice, in accordance with K.S.A. § 17-6519. Attendance of a person at a meeting waives notice of the meeting, except when the person attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.6 Record Date. In order to determine the stockholders entitled to notice of or to vote at any meeting, to express consent to corporate action without a meeting, to receive a dividend or other distribution, or for any other lawful purpose, the Board may fix a record date in accordance with K.S.A. § 17-6503. A record date for determining stockholders entitled to notice of or to vote at a meeting shall not be more than sixty (60) nor fewer than ten (10) days before the meeting date.

Section 3.7 List of Stockholders. The corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, and shall make the list available for examination as required by K.S.A. § 17-6509.

Section 3.8 Quorum. Pursuant to K.S.A. § 17-6506, 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, except as otherwise provided by the Code, the Articles, or these Bylaws. The Articles or these Bylaws may specify a different number of shares to constitute a quorum, but in no event shall a quorum consist of holders of less than one-third (1/3) of the shares entitled to vote at the meeting. If a quorum is not present, the chair of the meeting or the stockholders entitled to vote, present in person or represented by proxy, may adjourn the meeting.

Section 3.9 Voting; Required Vote. Except as otherwise provided by the Code or the Articles, each stockholder is entitled to one (1) vote for each share of capital stock held by the stockholder, in accordance with K.S.A. § 17-6502. When a quorum is present, in all matters other than the election of directors, the affirmative vote of the holders of a majority of the shares 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, unless a greater vote is required by the Code, the Articles, or these Bylaws (K.S.A. § 17-6506). 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, unless otherwise provided in the Articles or these Bylaws.

Section 3.10 Proxies. Each stockholder entitled to vote at a meeting, or to express consent to corporate action without a meeting, may authorize another person or persons to act for the stockholder by proxy, in accordance with K.S.A. § 17-6502(c). No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy is revocable unless it conspicuously states that it is irrevocable and is coupled with an interest sufficient in law to support an irrevocable power.

Section 3.11 Action by Written Consent. Pursuant to K.S.A. § 17-6518, unless otherwise provided in the Articles, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing or by electronic transmission, setting forth the action 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 the action at a meeting at which all shares entitled to vote thereon were present and voted, and are delivered to the corporation in the manner required by K.S.A. § 17-6518. No consent is effective to take the corporate action referred to unless consents signed by a sufficient number of holders to take the action are delivered to the corporation within sixty (60) days of the first date a consent is so delivered. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who did not consent in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting.

Section 3.12 Inspectors of Election. The corporation may, and to the extent required by law shall, appoint one or more inspectors to act at any meeting of stockholders and make a written report of the inspectors' determinations, consistent with K.S.A. § 17-6521.

Section 3.13 Adjournment. Any meeting of stockholders may be adjourned to reconvene at another time and place. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time, place (if any), and means of remote communication (if any) are announced at the meeting at which the adjournment is taken, except that, if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote, in accordance with K.S.A. § 17-6512.

ARTICLE IV — BOARD OF DIRECTORS

Section 4.1 Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board, except as may be otherwise provided in the Code or the Articles, in accordance with K.S.A. § 17-6301.

Section 4.2 Number; Qualifications. The Board shall consist of one (1) or more directors, each of whom shall be a natural person. The number of directors shall be fixed by, or in the manner provided in, these Bylaws, unless the Articles fix the number of directors, in which case a change in the number shall be made only by amendment of the Articles (K.S.A. § 17-6301(b)). Directors need not be stockholders unless so required by the Articles or these Bylaws.

Section 4.3 Election and Term. Except as provided in Section 4.5, directors shall be elected at the annual meeting of stockholders, and each director shall hold office until such director's successor is elected and qualified or until such director's earlier resignation or removal. If the Articles provide for the classification of directors into one, two, or three classes pursuant to K.S.A. § 17-6301(d), the provisions of the Articles shall control.

Section 4.4 Resignation; Removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation; the resignation is effective when delivered unless it specifies a later effective time or an effective time determined upon the happening of one or more events (K.S.A. § 17-6301(b)). Subject to K.S.A. § 17-6304 and the Articles, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except that, where the Board is classified or cumulative voting applies, removal shall be subject to the limitations of K.S.A. § 17-6304.

Section 4.5 Vacancies and Newly Created Directorships. Unless otherwise provided in the Articles or these Bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in accordance with K.S.A. § 17-6513. A director so chosen shall hold office until the next election of the class for which the director was chosen, or until the next election of directors, and until such director's successor is elected and qualified.

Section 4.6 Regular Meetings. Regular meetings of the Board may be held at such times and places, within or without the State of Kansas, as the Board may from time to time determine, and may be held without notice of the date, time, place, or purpose if these Bylaws so provide.

Section 4.7 Special Meetings; Notice. Special meetings of the Board may be called by [the Chairperson of the Board / the President / the Chief Executive Officer / any two (2) directors]. Notice of each special meeting, stating the date, time, and place, shall be given to each director at least [twenty-four (24) hours / two (2) days] before the meeting, or on such shorter notice as the person calling the meeting deems necessary, by any reasonable means including electronic transmission. Notice may be waived as provided in K.S.A. § 17-6519, and a director's attendance at or participation in a meeting waives notice of the meeting except where the director attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

Section 4.8 Quorum and Voting. Pursuant to K.S.A. § 17-6301(b), a majority of the Whole Board shall constitute a quorum for the transaction of business, unless the Articles or these Bylaws require a greater number; provided that, unless the Articles provide otherwise, these Bylaws may provide that a number less than a majority shall constitute a quorum, which in no case shall be less than one-third (1/3) of the Whole Board. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the Articles or these Bylaws require the vote of a greater number.

Section 4.9 Telephonic and Electronic Participation. Pursuant to K.S.A. § 17-6301(f), unless otherwise restricted by the Articles or these Bylaws, members of the Board, or any committee, may participate in a meeting by means of conference telephone or other communications equipment by which all persons participating in the meeting can hear each other, and such participation constitutes presence in person at the meeting.

Section 4.10 Action Without Meeting. Pursuant to K.S.A. § 17-6301(g), unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at a meeting of the Board, or of any committee, may be taken without a meeting if all members of the Board or committee consent in writing or by electronic transmission, and the consent is filed with the minutes of proceedings of the Board or committee. Such consent has the same effect as a unanimous vote.

Section 4.11 Compensation of Directors. The Board may, by resolution, fix the compensation of directors for services in any capacity and may provide for reimbursement of reasonable expenses, as authorized by K.S.A. § 17-6301(h).

ARTICLE V — COMMITTEES OF THE BOARD

Section 5.1 Designation of Committees. Pursuant to K.S.A. § 17-6301(c), the Board may, by resolution passed by a majority of the Whole Board, designate one or more committees, each committee to consist of one or more of the directors. The Board may designate one or more directors as alternate members of any committee to replace any absent or disqualified member.

Section 5.2 Authority of Committees. Any committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, subject to the limitations of K.S.A. § 17-6301(c). No committee shall have power or authority to (a) approve, adopt, or recommend to stockholders any action or matter (other than the election or removal of directors) expressly required by the Code to be submitted to stockholders for approval, or (b) adopt, amend, or repeal any bylaw of the corporation.

Section 5.3 Committee Procedure. Each committee may determine its rules of procedure consistent with these Bylaws and the Code. The provisions governing quorum, voting, notice, waiver of notice, telephonic participation, and action without meeting applicable to the Board apply equally to committees and their members.

ARTICLE VI — OFFICERS

Section 6.1 Officers. The officers of the corporation shall be chosen by the Board and shall include a President, a Secretary, and a Treasurer, and may include a Chairperson of the Board, a Chief Executive Officer, one or more Vice Presidents, and such other officers and assistant officers as the Board may from time to time determine. Any number of offices may be held by the same person unless the Articles or these Bylaws provide otherwise.

Section 6.2 Appointment; Term. The Board shall appoint the officers at its first meeting after each annual meeting of stockholders or at such other time as it determines. Each officer holds office until a successor is chosen and qualifies or until the officer's earlier resignation or removal.

Section 6.3 Resignation; Removal; Vacancies. Any officer may resign at any time upon notice to the corporation. Any officer may be removed by the Board at any time, with or without cause. A vacancy in any office shall be filled by the Board.

Section 6.4 Duties. Each officer shall have such powers and perform such duties in the management of the corporation as may be prescribed by the Board or these Bylaws. Unless otherwise determined by the Board: the President (or the Chief Executive Officer, if designated as principal executive officer) shall have general supervision of the business and affairs of the corporation; the Secretary shall keep the minutes of meetings, give required notices, and authenticate records; and the Treasurer shall have custody of corporate funds and securities and keep accurate accounts.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Third-Party Proceedings. To the fullest extent authorized by K.S.A. § 17-6305(a), the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or plea of nolo contendere or its equivalent does not, of itself, create a presumption that the person did not meet this standard.

Section 7.2 Derivative Proceedings. To the fullest extent authorized by K.S.A. § 17-6305(b), the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation in such capacity for another enterprise, against expenses (including attorney fees) actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim, issue, or matter as to which the person is adjudged liable to the corporation, unless and only to the extent that the court determines, upon application, that the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 7.3 Mandatory Indemnification for Success. To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Sections 7.1 and 7.2, or in defense of any claim, issue, or matter therein, the corporation shall indemnify the person against expenses (including attorney fees) actually and reasonably incurred in connection with the defense, in accordance with K.S.A. § 17-6305(c). For acts or omissions occurring after June 30, 2023, "officer" for purposes of this Section means only an officer described in K.S.A. § 17-6305(c)(1).

Section 7.4 Determination of Entitlement. Any indemnification under Sections 7.1 and 7.2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper because the person met the applicable standard of conduct. With respect to a person who is a director or officer at the time of the determination, the determination shall be made, in accordance with K.S.A. § 17-6305(d): (a) by a majority vote of the directors who are not parties to the proceeding, even though less than a quorum; (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (d) by the stockholders.

Section 7.5 Advancement of Expenses. Pursuant to K.S.A. § 17-6305(e), expenses (including attorney fees) incurred by an officer or director of the corporation in defending any proceeding shall be paid by the corporation in advance of the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that the person is not entitled to be indemnified by the corporation. Expenses incurred by former directors and officers, or by other employees and agents, may be paid on such terms and conditions, if any, as the corporation deems appropriate.

Section 7.6 Non-Exclusivity; Continuation; Non-Impairment. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article are not exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in the person's official capacity and as to action in another capacity while holding such office, as provided in K.S.A. § 17-6305(f). A right to indemnification or advancement of expenses arising under a provision of the Articles or these Bylaws shall not be eliminated or impaired by an amendment to or repeal of such provision after the occurrence of the act or omission that is the subject of the proceeding, unless the provision in effect at the time of the act or omission explicitly authorizes such elimination or impairment after the act or omission has occurred. The rights conferred continue as to a person who has ceased to be a director, officer, employee, or agent and inure to the benefit of the person's heirs, executors, and administrators, as provided in K.S.A. § 17-6305(j).

Section 7.7 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation in such capacity for another enterprise, against any liability asserted against and incurred by the person in any such capacity or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under K.S.A. § 17-6305(g).

ARTICLE VIII — STOCK AND TRANSFER OF SHARES

Section 8.1 Certificated and Uncertificated Shares. The shares of the corporation shall be represented by certificates, except that the Board may provide by resolution that some or all of any or all classes or series of stock shall be uncertificated shares, in accordance with K.S.A. § 17-6404. Every holder of stock represented by certificates is entitled to a certificate signed by, or in the name of the corporation by, any two authorized officers of the corporation.

Section 8.2 Signatures. Any or all of the signatures on a certificate may be a facsimile. If any officer who has signed (or whose facsimile signature appears on) a certificate ceases to be such officer before the certificate is issued, it may nevertheless be issued by the corporation with the same effect as if the person were such officer at the date of issue.

Section 8.3 Transfer of Shares. Transfers of stock shall be made on the books of the corporation only by the record holder of the stock or by the holder's duly authorized attorney, upon surrender of the certificate(s) (if certificated) properly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, and subject to any restriction on transfer permitted by K.S.A. § 17-6426 and noted conspicuously on the certificate or in the information statement for uncertificated shares.

Section 8.4 Lost, Stolen, or Destroyed Certificates. The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate previously issued and alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. The Board may require the owner of the lost, stolen, or destroyed certificate, or the owner's legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made on account of the alleged loss, theft, or destruction.

Section 8.5 Registered Stockholders. The corporation is entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and is not bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, except as otherwise provided by law.

ARTICLE IX — DIVIDENDS AND DISTRIBUTIONS

Section 9.1 Declaration of Dividends. Subject to any restriction in the Articles, the Board may declare and the corporation may pay dividends upon the shares of its capital stock, in accordance with K.S.A. § 17-6420, either out of its surplus or, if there is no surplus, out of its net profits for the fiscal year in which the dividend is declared and the preceding fiscal year, subject to the limitations of the Code.

Section 9.2 Reserves. Before payment of any dividend, the Board may set apart out of any funds of the corporation available for dividends such reserves as the Board determines proper for any purpose, and may modify or abolish any such reserve, as authorized by K.S.A. § 17-6420.

ARTICLE X — RECORDS, INSPECTION, AND REPORTS

Section 10.1 Books and Records. The corporation shall keep correct and complete books and records of account, minutes of the proceedings of its stockholders and Board (and any committees), and a stock ledger reflecting the holders of record of its stock, consistent with the Code. Any records may be kept in any form (including electronic form) capable of being converted into clearly legible paper form within a reasonable time, as provided in K.S.A. § 17-6514.

Section 10.2 Stockholder and Director Inspection Rights. A stockholder is entitled to inspect and copy the corporation's stock ledger, a list of its stockholders, and its other books and records, for a proper purpose stated in a written demand under oath, in accordance with K.S.A. § 17-6510. Any director is entitled to inspect the corporation's stock ledger, list of stockholders, and other books and records for a purpose reasonably related to the director's position as a director, as provided in K.S.A. § 17-6510(d).

ARTICLE XI — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 11.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may approve. The use or nonuse of a corporate seal does not affect the validity of any instrument.

Section 11.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 11.3 Conflict with Articles or Code. In the event of any conflict between these Bylaws and the Articles or the Code, the Articles or the Code, as applicable, shall control.

Section 11.4 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XII — AMENDMENT OF BYLAWS

Section 12.1 Amendment Authority. Pursuant to K.S.A. § 17-6009, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal these Bylaws is in the stockholders entitled to vote, except that the Articles may confer upon the Board the power to adopt, amend, or repeal bylaws. The conferral of such power upon the Board does not divest the stockholders of, or limit their power to exercise, the power to adopt, amend, or repeal bylaws. The Articles confer upon the Board the power to adopt, amend, or repeal these Bylaws: [Yes / No].

Section 12.2 Limitations. No bylaw provision shall be inconsistent with the Code or the Articles. A bylaw amendment adopted by the stockholders that specifies the votes necessary for the election of directors shall not be further amended or repealed by the Board (K.S.A. § 17-6506). These Bylaws shall not contain any provision that would impose liability on a stockholder for the attorney fees or expenses of the corporation or any other party in connection with an internal corporate claim, as provided in K.S.A. § 17-6009(b).

ARTICLE XIII — EMERGENCY BYLAWS

Section 13.1 Emergency Bylaws. Pursuant to K.S.A. § 17-6010, the Board may adopt emergency bylaws, subject to repeal or change by action of the stockholders, that are operative during any emergency resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meetings of its Board or stockholders, during any nuclear or atomic disaster, during the existence of any catastrophe, or during any similar emergency condition, as a result of which a quorum of the Board or a committee thereof cannot readily be convened for action.

Section 13.2 Meetings; Notice; Quorum. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that (a) a meeting of the Board or a committee may be called by any officer or director and notice need be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time; and (b) the director or directors in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum.

Section 13.3 Lines of Succession; Relocation. The emergency bylaws may provide that the officers or other persons designated on a list approved by the Board, and in such order of priority and subject to such conditions as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting, be deemed directors for such meeting; and may provide for the relocation of the principal office and the designation of alternative or substitute offices.

Section 13.4 Effect; Liability. No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct. To the extent not inconsistent with the emergency bylaws, these Bylaws shall remain operative during any emergency, and upon termination of the emergency the emergency bylaws shall cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Kansas corporation, hereby certifies that the foregoing Bylaws were duly adopted as the Bylaws of the corporation by [the incorporator(s) / the initial Board of Directors] pursuant to K.S.A. §§ 17-6007 and 17-6009 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Kansas General Corporation Code, K.S.A. ch. 17, art. 60 et seq. (K.S.A. § 17-6001 et seq.) — modeled on the Delaware General Corporation Law (Title 8, Delaware Code)
• K.S.A. § 17-6007, § 17-6008 (power of incorporators to adopt bylaws); § 17-6009 (adoption, amendment, and repeal of bylaws); § 17-6010 (emergency bylaws)
• K.S.A. § 17-6014 (registered office and agent); § 17-6102 (general corporate powers)
• K.S.A. § 17-6301 (board of directors; number; quorum; committees; telephonic participation; action without meeting; compensation); § 17-6304 (removal of directors); § 17-6513 (vacancies and newly created directorships)
• K.S.A. § 17-6404 (form and signature of certificates; uncertificated shares); § 17-6420 (dividends; reserves); § 17-6426 (restrictions on transfer)
• K.S.A. § 17-6501 (meetings of stockholders; remote communication; annual and special meetings; failure to hold annual meeting); § 17-6502 (voting rights; proxies); § 17-6503 (record date); § 17-6506 (quorum; votes necessary to transact business)
• K.S.A. § 17-6509 (list of stockholders); § 17-6510 (stockholder and director inspection rights); § 17-6512 (notice of meetings and adjourned meetings); § 17-6514 (form of records); § 17-6518 (action by written consent without a meeting); § 17-6519 (waiver of notice); § 17-6521 (inspectors at meetings); § 17-6522 (consent to electronic transmission)
• K.S.A. § 17-6305 (indemnification of directors, officers, employees, and agents; advancement of expenses; insurance) — derived from 8 Del. C. § 145