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Kansas Statutes Annotated

K.S.A. § 17-6009 (2026)

Bylaws; adoption, amendment or repeal; contents

✓ current as of May 2026
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17-6009. Bylaws; adoption, amendment or repeal; contents. (a) The right to adopt, amend or repeal bylaws of any corporation in existence on July 1, 1972, shall be vested in the corporation's board of directors, unless otherwise provided in such corporation's articles of incorporation and subject to the right of the stockholders to adopt, amend or repeal the bylaws. For all other corporations, the original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators, unless the initial directors were named in the articles of incorporation, or, before a corporation has received any payment for any of its stock or, in the case of a nonstock corporation, before any person has been admitted to membership in the corporation, by its board of directors or governing body, as the case may be. After a corporation has received any payment for any of its stock or, in the case of a nonstock corporation, after any person has been admitted to membership in the corporation, the power to adopt, amend or repeal bylaws shall be in the stockholders entitled to vote or, in the case of a nonstock corporation, in its members entitled to vote except that, any corporation, in its articles of incorporation, may confer the power to adopt, amend or repeal bylaws upon the directors or, in the case of a nonstock corporation, upon its governing body by whatever name designated. The fact that such power has been so conferred upon the directors or governing body, as the case may be, shall not divest the stockholders or members of the power, nor limit their power to adopt, amend or repeal bylaws.

(b) The bylaws may contain any provision, not inconsistent with law or with the articles of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees. The bylaws may 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 defined in K.S.A. 17-6015, and amendments thereto.

History: L. 1972, ch. 52, § 9; L. 1977, ch. 80, § 1; L. 1988, ch. 99, § 4; Revived and amended, L. 1988, ch. 100, § 4; L. 1992, ch. 270, § 2; L. 2016, ch. 110, § 20; July 1.

Notes of Decisions
Cited in 4 cases, 1973–2007 · leading case: Wineteer v. Vietnam Helicopter Pilots Ass'n, 121 S.W.3d 277 (Mo. Ct. App. 2003).
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Wineteer v. Vietnam Helicopter Pilots Ass'n, 121 S.W.3d 277 (Mo. Ct. App. 2003). “§ 17-6505 governs proxy voting and K.S.A. § 17-6009 governs a corporation’s power to adopt, amend or repeal bylaws.”
Picard v. Sugar Valley Lakes Homes Ass'n., 151 P.3d 850 (Kan. Ct. App. 2007). “17-6301(b), Lowe states that at all times relevant in this case before the election of directors in January 2004, Sugar Valley's articles of incorporation on file with the Secretary of State only provided for three members on the Board.”
Picard v. Sugar Valley Lakes Homes Ass'n, 151 P.3d 850 (Kan. Ct. App. 2007). “17-6301(b), Lowe states that at all times relevant in this case before the election of directors in January 2004, Sugar Valley’s articles of incorporation on file with the Secretary of State only provided for three members on the Board.”
Lincoln Am. Corp. v. Victory Life Ins., 375 F. Supp. 105 (D. Kan. 1973). · cites it 2× “Section 17-6009(a) specifically provides that, unless otherwise provided in the articles of incorporation, only the stockholders are empowered to amend bylaws, but the section also contains the following proviso: “The right to make, alter or repeal bylaws of any corporation in…”
— K.S.A. § 17-6009(a) — 1 case
Lincoln Am. Corp. v. Victory Life Ins., 375 F. Supp. 105 (D. Kan. 1973). “Section 17-6009(a) specifically provides that, unless otherwise provided in the articles of incorporation, only the stockholders are empowered to amend bylaws, but the section also contains the following proviso: “The right to make, alter or repeal bylaws of any corporation in…”
— K.S.A. § 17-6009(b) — 2 cases
Picard v. Sugar Valley Lakes Homes Ass'n., 151 P.3d 850 (Kan. Ct. App. 2007). “17-6301(b), Lowe states that at all times relevant in this case before the election of directors in January 2004, Sugar Valley's articles of incorporation on file with the Secretary of State only provided for three members on the Board.”
Picard v. Sugar Valley Lakes Homes Ass'n, 151 P.3d 850 (Kan. Ct. App. 2007). “17-6301(b), Lowe states that at all times relevant in this case before the election of directors in January 2004, Sugar Valley’s articles of incorporation on file with the Secretary of State only provided for three members on the Board.”
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