Kansas Statutes Annotated

K.S.A. § 17-6304 (2026)

Financial interest of officer or director in corporate transaction; effect; quorum

✓ current as of May 2026

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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.

History: L. 1972, ch. 52, § 26; L. 2016, ch. 110, § 28; July 1.

Notes of Decisions

Cited in 5 cases (1 in the last 5 years), 1978–2021 · leading case: Oberhelman v. Barnes Inv. Corp., 690 P.2d 1343 (Kan. 1984).

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Oberhelman v. Barnes Inv. Corp., 690 P.2d 1343 (Kan. 1984). · cites it 6× “17-6303 and were ratified by the stockholders pursuant to K.S.A. 17-6304. The statutes provide: “17-6303.”

Unrau v. Kidron Bethel Ret. Servs., Inc., 27 P.3d 1 (Kan. 2001). “K.S.A. 17-6304 provides: “(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…”

Newton v. Hornblower, Inc., 582 P.2d 1136 (Kan. 1978). “K.S.A. 17-6304. However, neither the by-laws of the corporation nor the new code authorizes a breach of the fiduciary duty imposed upon directors and officers, and the statute also requires a full disclosure of the material facts.”

Frank S. Schmidt v. Farm Credit Servs., Formerly D/B/A Fed. Land Bank of Wichita & Schmidt C & R Co., Inc., 977 F.2d 511 (10th Cir. 1992). “K.S.A. 17-6304 provides that no contract or transaction between a corporation and a director or officer shall be void or voidable solely for that reason if, inter alia, the contract or transaction is fair as to the corporation as of the time it is authorized, approved or…”

Mid-Continent Anesthesiology, Chtd. v. Bassell (Kan. Ct. App. 2021). · cites it 2× “See K.S.A. 2020 Supp. 17-6304(a)(3) (self- interested action by corporate officer is not voidable if "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.”

— K.S.A. § 17-6304(a)(2) — 1 case

Oberhelman v. Barnes Inv. Corp., 690 P.2d 1343 (Kan. 1984). “17-6303 and were ratified by the stockholders pursuant to K.S.A. 17-6304. The statutes provide: “17-6303.”

— K.S.A. § 17-6304(a)(3) — 1 case

Mid-Continent Anesthesiology, Chtd. v. Bassell (Kan. Ct. App. 2021). “See K.S.A. 2020 Supp. 17-6304(a)(3) (self- interested action by corporate officer is not voidable if "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.”

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