Ohio Rev. Code § 1711.02 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.02
§ 1711.02. Independent agricultural societies
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly (A) An independent agricultural society is created if both of the following occur: (1) Thirty or more persons of the same county, or of not more than three contiguous counties, adopt a constitution and bylaws governing the society. (2) The persons described in division (A)(1) of this section elect a board of directors in accordance with section 1711.08 of the Revised Code. (B) An independent agricultural society created under division (A) of this section shall operate in accordance with this chapter and applicable rules adopted by the director of agriculture. (C)(1) For purposes of division (C)(2) of this section, "appropriate amount" means the share of the sum of sixteen hundred dollars, calculated in proportion to the populations of the respective counties according to the last federal census before the annual payment is made, but not exceeding the amount paid in regular class premiums. If the independent agricultural society is located in only one county, the appropriate amount is the amount paid in regular class premiums not exceeding sixteen hundred dollars. (2) The auditor of a county in which an independent agricultural society is located annually shall request the county treasurer to transfer the appropriate amount to the independent agricultural society and the treasurer shall so transfer such money if all of the following have occurred: (a) The society has held an annual exhibition in accordance with sections 1711.04 and 1711.05 of the Revised Code. (b) The society has made a report to the director of agriculture in accordance with section 1711.06 of the Revised Code. (c) The director of agriculture presents a certificate to the county auditor indicating that the society has complied with the laws of this state and the rules adopted by the director.
Ohio Rev. Code § 1701.802 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.802
§ 1701.802. Merger converting wholly owned subsidiary into parent corporation
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) For purposes of this section, a holding company is a domestic corporation that, from its formation until consummation of a merger governed by this section, was at all times a direct or indirect wholly owned subsidiary of the parent corporation and whose shares are issued in that merger solely to the shareholders of the parent corporation. (B) Pursuant to an agreement of merger between the constituent corporations as provided in this section and provided that the provisions of Chapter 1704. of the Revised Code do not prevent the merger from being effected, a direct or indirect wholly owned domestic subsidiary may be merged with or into a domestic parent corporation if all of the following apply: (1) The parent company and the direct or indirect wholly owned subsidiary are the only constituent entities to the merger. (2) Each share or fraction of a share of the outstanding shares of the parent corporation outstanding immediately prior to the time at which the merger becomes effective is converted in the merger into a share or fraction of a share of a holding company having express terms identical in all material respects to those that were converted in the merger. (3) The articles and regulations of the holding company immediately following the time at which the merger becomes effective contain provisions identical in all material respects to those contained in the articles and regulations of the parent corporation immediately prior to the time at which the merger becomes effective. (4) As a result of the merger, the parent corporation becomes a direct or indirect wholly owned subsidiary of the holding company. (5) The directors of the parent corporation become or remain the directors of the holding company immediately following the time at which the merger becomes effective. (C) A parent corporation, by action of its board of directors, may adopt a merger described in division (B) of this section without any vote of its shareholders. From and after the effective time of a merger adopted in this manner, all of the following apply: (1) To the extent the restrictions of Chapter 1704. of the Revised Code applied to the parent corporation and its shareholders at the effective time of the merger, such restrictions apply to the holding company and its shareholders immediately after the effective time of the merger as though it were the parent corporation. All shares of stock of the holding company acquired in the merger, for purposes of Chapter 1704. of the Revised Code, are deemed to have been acquired at the time that the shares of stock of the parent corporation converted in the merger were acquired, and any shareholder that immediately prior to the effective time of the merger was not an interested shareholder of the parent corporation within the meaning of Chapter 1704. of the Revised Code does not solely by reason of the merger become an interested shareholder of the holding company. (2) If the corporate name of the holding company immediately following the effective time of the merger is the same as the corporate name of the parent corporation immediately prior to the effective time of the merger, the shares of capital stock of the holding company into which the shares of capital stock of the parent corporation are converted in the merger shall be represented by the stock certificates that previously represented shares of capital stock of the parent corporation. (3) To the extent a shareholder of the parent corporation immediately prior to the time at which the merger became effective had standing to institute or maintain litigation by or in the right of the parent corporation, nothing in this section shall be deemed to limit or extinguish such standing. (D) If the agreement of merger is adopted pursuant to division (C) of this section, the secretary or assistant secretary of the parent corporation shall certify on the agreement that the agreement has been adopted pursuant to this section and that the conditions specified in division (B) of this section have been satisfied. (E) The agreement of merger shall set forth the designation and the number of the outstanding shares of each class of the subsidiary constituent corporation and the number of shares of each such class owned by the surviving corporation. It also shall set forth any statements and matters that are required, and may set forth any provision that is permitted, in a merger under section 1701.78 of the Revised Code. (F)(1) Except as otherwise provided in division (F)(2) of this section, within twenty days after the approval of the agreement of merger by the directors of each domestic constituent corporation, the surviving corporation shall deliver or send notice of such approval and a copy or summary of the agreement to each shareholder of each domestic constituent corporation, other than the surviving corporation, of record as of the date on which the directors of the surviving corporation approved the agreement. The notice and copy or summary shall be delivered or sent by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice and copy or summary are sent. (2) Any corporation that files periodic reports with the United States securities and exchange commission pursuant to section 13 of the "Securities Exchange Act of 1934," 116 Stat. 787, 15 U.S.C. 78m, as amended, or section 15(d) of the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d), as amended, may satisfy the notice requirement of division (F)(1) of this section by including a copy of the agreement of merger in a report filed in accordance with those provisions within twenty days after the approval of the agreement of merger by the directors of the corporation. (G) The approval of the agreement of merger by the directors of a domestic constituent corporation under this section constitutes adoption by that corporation.
Ohio Rev. Code § 1707.37 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.37
§ 1707.37. Division of securities fund
Status: in_force

September 30, 2021 House Bill 110 - 134th General Assembly (A) All fees and charges collected under this chapter shall be paid into the state treasury to the credit of the division of securities fund, which is hereby created. All expenses of the division of securities, other than those specified in division (B) of this section, shall be paid from the fund. The fund shall be assessed a proportionate share of the administrative costs of the department of commerce in accordance with procedures prescribed by the director of commerce. The assessments shall be paid from the division of securities fund to the division of administration fund. If moneys in the division of securities fund are determined by the director of budget and management and the director of commerce to be in excess of those necessary to defray all the expenses in any fiscal year, the director of budget and management shall transfer the excess to the general revenue fund. (B) There is hereby created in the state treasury the division of securities investor education and enforcement expense fund, which shall consist of all money received in settlement of any violation of this chapter and any cash transfers. Money in the fund shall be used to pay expenses of the division of securities relating to education or enforcement for the protection of securities investors and the public. The division may adopt rules pursuant to section 1707.20 of the Revised Code that establish what qualifies as such an expense. Last updated August 4, 2021 at 11:04 AM
Ohio Rev. Code § 1782.26 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.26
§ 1782.26. Voting rights of general partners
Status: in_force

April 1, 1985 House Bill 607 - 115th General Assembly The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with any class of the limited partners, on any matter.
Ohio Rev. Code § 1761.01 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.01
§ 1761.01. Credit union guaranty corporation definitions
Status: in_force

September 27, 2002 House Bill 506 - 124th General Assembly As used in this chapter: (A) "Account" means the total of all amounts credited to a participating credit union for paid-in capital contribution, and other credits, net of any charges to that participating credit union. "Account" is an "advancement" as that term is used in section 3901.72 of the Revised Code, and is subject to the requirements of that section. (B) "Capital contribution" means the amount each participating credit union is required to maintain as a capital deposit in the credit union share guaranty corporation. "Capital contribution" is an "advancement" as that term is used in section 3901.72 of the Revised Code, and is subject to the requirements of that section. "Capital contribution" constitutes assets of the corporation up to the amount of the normal operating level otherwise described in this chapter. (C) "Credit union," "state," and "member," unless otherwise specified or described in this chapter, have the meanings given such terms in Chapter 1733. of the Revised Code. (D) "Credit union share accounts" means funds deposited in any shares, accounts, deposits, or certificates of a participating credit union. (E) "Credit union share guaranty corporation" means a corporation described in section 1761.02 of the Revised Code and licensed by the superintendent of insurance under section 1761.04 of the Revised Code to guarantee payment of a credit union share account of an individual member or, as described in division (B)(2) of section 1761.02 of the Revised Code, a nonmember of a credit union or otherwise issue or effect credit union share guaranty insurance. (F) "Credit union share guaranty insurance" means that insurance for the protection of share accounts of member credit unions described in and required by section 1733.041 of the Revised Code. (G) "Credit union supervisory authority" means that official who regulates credit unions in another state. (H) "Deficiency" means the difference between the guaranteed amount of an individual member's or, as described in division (B)(2) of section 1761.02 of the Revised Code, a nonmember's credit union share account and the proceeds of any liquidation of a participating credit union distributed or to be distributed to the individual member or nonmember. (I) "National credit union administration" means the federal regulatory agency as established and defined by the "Federal Credit Union Act," 84 Stat. 994 (1970), 12 U.S.C. 1751, as amended, or any successor to the national credit union administration. (J) "Participating credit union" means a credit union that has applied for and been admitted to participation in a credit union share guaranty corporation and whose participation has not been terminated. (K) "Share capital" means the aggregate of all moneys in credit union share accounts, irrespective of how denominated, which show a balance due on the records of the participating credit union and are guaranteed by the guaranty corporation. (L) "Superintendent of insurance" is the chief executive officer and director of the department of insurance as provided in Chapter 3901. of the Revised Code. (M) "Superintendent of credit unions" means the superintendent of the division of financial institutions of this state.
Ohio Rev. Code § 1733.191 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.191
§ 1733.191. Notice of outside auditor
Status: in_force

July 14, 1987 Senate Bill 149 - 117th General Assembly (A) A credit union shall notify the superintendent of credit unions, on a form prescribed by the superintendent, within ten days after the retainment, of the name, address, and telephone number of each outside auditor who is retained by the credit union, whether or not the retainment is pursuant to section 1733.19 of the Revised Code. Whenever there is any change in the information provided under this division, such as by the retainment of a different outside auditor, the credit union, on a form prescribed by the superintendent, within ten days after the change, shall notify the superintendent of the change. (B) A credit union may dismiss, release, or otherwise terminate its relationship with an outside auditor. Within fifteen days after such termination, the credit union shall inform the superintendent, in writing, of the fact of the termination, the reasons for the termination, and of the circumstances surrounding the termination. If for any reason the superintendent considers the information provided by the credit union to be insufficient, he shall request the credit union to provide the necessary information or otherwise investigate the reasons for and the circumstances surrounding the dismissal, release, or other termination of the outside auditor. For the purpose of any such investigation, the superintendent may subpoena witnesses, administer oaths, receive testimony, and order the submission of documents. (C) The superintendent, by rule adopted in accordance with Chapter 119. of the Revised Code, shall prescribe forms on which credit unions shall provide the notifications required by division (A) of this section. The forms shall require credit unions to provide the information required by that division; the name, address, and telephone number of the credit union filing the form; and such other information as the superintendent considers necessary to enable him to carry out this section and sections 1733.19 and 1733.191 of the Revised Code. The superintendent shall provide blank copies of the form to each credit union.
Ohio Rev. Code § 1703.21 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.21
§ 1703.21. Evidence
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The license certificate, and any supplemental license certificate, issued under sections 1703.01 to 1703.31 , inclusive, of the Revised Code, to a foreign corporation, or a copy of such certificate certified by the secretary of state, shall be prima-facie evidence that such corporation has been duly organized, is in existence, and is duly licensed to transact business in this state. Such evidence may be rebutted by a certificate of the secretary of state to the effect that the license of such corporation to transact business in this state has expired or has been and then stands canceled, or otherwise by competent evidence. In any action or proceeding, civil or criminal, in any court, a copy of the articles of a foreign corporation certified by the secretary of state, or other proper official, of the state under the laws of which such corporation was incorporated shall be prima-facie evidence of the incorporation, existence, and powers of such corporation; but such evidence may be rebutted by a certificate of such secretary of state or other official, or otherwise by competent evidence. In any such action or proceeding by or against or in any way relating to a corporation incorporated under the laws of any of the states of the United States or of any territory, insular possession, or other political subdivision of the United States, including the District of Columbia, the court shall take judicial notice of the constitution, statutes, and judicial decisions thereof relating to the organization and powers of corporations.
Ohio Rev. Code § 1715.36 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.36
§ 1715.36. Succession to rights and obligations of component organizations
Status: in_force

June 13, 1974 Senate Bill 383 - 110th General Assembly The various organizations entering into a union under sections 1715.32 to 1715.38 of the Revised Code, shall be merged in the united body and the new corporation, with its officers and chosen directors, trustees, or other representatives, shall succeed to and be vested with all the interests in every species of property, including property expressly given to them in trust or otherwise either before or after the consolidation, of the organizations which are parties to the agreement, and all the rights, privileges, and franchises held by or vested in each of such component organizations, without any other act, conveyance, or transfer. Any right or interest in respect to any past or future devise, bequest, conditional gift, or trust, property, or fund restricted to particular uses, when vested in or claimed by the consolidated corporation as a result of the merger, shall belong to it as the continuation without interruption of the existence and identity of the constituent organization originally named as taker or beneficiary. The new corporation shall hold and enjoy such interests, rights, privileges, and franchises with all the rights pertaining thereto, and shall be subject to all the obligations of the component organizations in the same manner and to the same extent as were the component organizations. Real estate or other property vested in or held by any of such component organizations, under any trusts or terms governing the grant, shall continue after the consolidation to be subject to such trusts or controlled by such terms.
Ohio Rev. Code § 1701.97 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.97
§ 1701.97. Exercise of expired powers
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly No person shall exercise or attempt to exercise any rights, privileges, immunities, powers, franchises, or authority under the articles of a domestic corporation after such articles have been canceled or after such corporation has been dissolved or after the period of existence of the corporation specified in its articles has expired, except such acts as are incident to the winding up of the affairs of such corporation, or are required to obtain reinstatement of the articles in accordance with section 1701.07 , 1701.921 , 1785.06 , or 5733.22 of the Revised Code, or are permitted upon reinstatement by division (C) of section 1701.922 of the Revised Code.
Ohio Rev. Code § 1733.18 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.18
§ 1733.18. Vacancies on board - removal of director
Status: in_force

September 29, 1994 House Bill 695 - 120th General Assembly (A) The office of a director becomes vacant if he dies or resigns. Any resignation takes effect immediately or at such other time as the director specifies in a written resignation. (B) The directors shall remove any director and thereby create a vacancy on the board: (1) If, by order of court, he is found to be of unsound mind, or if he is convicted of a felony or any criminal offense involving dishonesty or breach of trust; (2) If the board of directors, by a two-thirds majority at any meeting called for that expressly stated purpose, declares the office of a director to be vacant because such director has failed to live up to the standards specified for directors in the law, the articles, or regulations, or who otherwise fails to perform any of the duties required of him as a director. (C) Any or all directors may be removed with or without cause by a majority vote of the voting members at any meeting of members called for that expressly stated purpose, and at such meeting the members may fill any vacancy created by a removal under this division. (D) The board of directors may appoint a member to serve for the unexpired term of any director whose office becomes vacant for any reason set forth in division (A) or (B) of this section.
Ohio Rev. Code § 1761.20 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.20
§ 1761.20. Civil penalty
Status: in_force

September 14, 1988 House Bill 796 - 117th General Assembly (A)(1) If a credit union share guaranty corporation or a director, officer, or employee of the corporation fails to comply with any agreement concluded with the superintendent of credit unions under section 1761.19 of the Revised Code, or any final or summary cease-and-desist order issued by the superintendent under section 1761.18 of the Revised Code, the superintendent of credit unions may order the corporation, director, officer, or employee to forfeit and pay a civil penalty in an amount fixed by the superintendent. (2) If a credit union share guaranty corporation or a director, officer, or employee of the corporation fails to comply with any agreement concluded with the superintendent of insurance under section 1761.19 of the Revised Code, or any final or summary cease-and-desist order issued by the superintendent under section 1761.18 of the Revised Code, the superintendent of insurance may order the corporation, director, officer, or employee to forfeit and pay a civil penalty in an amount fixed by the superintendent. (B) The amount of the penalty under division (A) of this section shall be not more than ten thousand dollars for each day the noncompliance continues. In fixing the amount of a civil penalty, the superintendent shall consider all of the following factors: (1) The seriousness of the noncompliance and the gravity of the risk occasioned by the noncompliance; (2) The good faith efforts made by the corporation, director, officer, or employee to perform his or its obligations under or otherwise to comply with the order; (3) The history of previous violations or unsafe or unsound practices by the corporation, director, officer, or employee that resulted in the service of a notice under division (A)(1) of section 1761.18 of the Revised Code; (4) The financial resources of the corporation, director, officer, or employee against whom the penalty is being assessed; (5) Any other matters as justice may require. (C) If the corporation, director, officer, or employee fails to pay a forfeiture assessed under this section, the superintendent shall bring a civil action to collect the forfeiture. (D) A director, officer, or employee is personally liable for the payment of any civil penalty that is assessed against him under this section. No corporation shall pay, or cause to be paid, on behalf of the director, officer, or employee, or indemnify or otherwise reimburse the director, officer, or employee for paying, any civil penalty that has been assessed against that director, officer, or employee.
Ohio Rev. Code § 1751.38 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.38
§ 1751.38. Applicability of other laws
Status: in_force

September 1, 2002 Senate Bill 129 - 124th General Assembly (A) As used in this section, "agent" means a person appointed by a health insuring corporation to engage in the solicitation or enrollment of subscribers or enrollees. (B) Agents of health insuring corporations shall be licensed as insurance agents in accordance with Chapter 3905. of the Revised Code. (C) Chapter 3905. of the Revised Code shall apply to health insuring corporations and the agents of health insuring corporations in the same manner in which these sections apply to insurers and agents of insurers.
Ohio Rev. Code § 1761.11 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.11
§ 1761.11. Notification of possession or liquidation of credit union
Status: in_force

September 14, 1988 House Bill 796 - 117th General Assembly (A) The superintendent of credit unions shall give prompt notice to the applicable credit union share guaranty corporation whenever he takes possession of the property and assets of a participating credit union. The superintendent shall give further prompt notice whenever he determines to liquidate the property and assets of such participating credit union. (B) When the property and business of a participating credit union has been liquidated or is in the process of liquidation and the proceeds of liquidation distributed are insufficient to pay the full guaranteed amount of each credit union share account, the corporation shall pay each such deficiency up to the guaranteed amount within thirty days from the date the credit union share account balance is verified. When such guaranteed amounts are paid, and after charging the amount thereof to undivided or retained earnings, each participating credit union's account shall be reduced ratably based on the account balance for the total amount paid. (C) When any member's credit union share account is paid, the corporation shall be subrogated to all rights of the member, up to the amount paid by the corporation to such member.
Ohio Rev. Code § 1776.31 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.31
§ 1776.31. Partner agent of partnership
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly Both of the following govern the acts of a partner, subject to any statement of partnership authority under section 1776.33 of the Revised Code: (A) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority. (B) An act of a partner that is not apparently for carrying on in the ordinary course the partnership business or business of the kind the partnership carries on binds the partnership only if the act was authorized by the other partners.
Ohio Rev. Code § 1782.39 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.39
§ 1782.39. Partnership interest is personal property
Status: in_force

December 23, 1986 House Bill 428 - 116th General Assembly A partnership interest is personal property.
Ohio Rev. Code § 1733.42 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.42
§ 1733.42. Computing time for giving notice
Status: in_force

November 19, 1971 Senate Bill 3 - 109th General Assembly In computing the period of time for the giving of a notice required or permitted under sections 1733.01 to 1733.45 , inclusive, of the Revised Code, or under the articles, regulations, or bylaws of a credit union, or a resolution of its shareholders or directors, the day on which the notice is given shall be excluded, and the day when the act for which notice is given is to be done shall be included, unless the instrument calling for the notice otherwise provides. If notice is permitted to be given by mail, the notice shall be deemed to have been given when deposited in the mail.
Ohio Rev. Code § 1701.93 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.93
§ 1701.93. False statement or entry
Status: in_force

May 16, 2002 House Bill 278 - 124th General Assembly (A) No officer, director, employee, or agent of a corporation shall, either alone or with another or others, with intent to deceive: (1) Make, issue, deliver, publish, or send by mail or by any other means of communication any prospectus, report, circular, certificate, statement, balance sheet, exhibit, or document, respecting the shares, assets, liabilities, capital, business, dividends or distributions, earnings, or accounts of a corporation, that is false in any material respect, knowing the statement to be false; (2) Having charge of any books, minutes, records, or accounts of a corporation, make in them any entry that is false in any material respect, knowing the entry to be false, or remove, erase, alter, or cancel any entry in them, knowing that the entries resulting from them will be false. (B) Whoever violates this section shall be personally liable, jointly and severally, with all other persons participating with the offender in any act of that type, to any person for any damage actually suffered and proximately resulting from the act. (C) No action to enforce a liability under this section shall be brought after four years from the time of the act complained of. (D) Remedies under this section are not exclusive of other remedies at common law or under other statutes.
Ohio Rev. Code § 1701.25 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.25
§ 1701.25. Statements on certificate for shares
Status: in_force

May 16, 2002 House Bill 278 - 124th General Assembly (A) Each certificate for shares of a corporation shall state: (1) That the corporation is organized under the laws of this state; (2) The name of the person to whom the shares represented by the certificate are issued; (3) The number of shares represented by the certificate; (4) If the shares of the corporation are classified, the designation of the class, and the series, if any, of the shares represented by the certificate; (5) On the face or the back of the certificate: (a) The express terms, if any, of the shares represented by the certificate and of the other class or classes and series of shares, if any, which the corporation is authorized to issue; or (b) A summary of such express terms; or (c) That the corporation will send to the shareholder a copy of such express terms without charge within five days after receipt of written request therefor; or (d) That a copy of such express terms is attached to and by reference made a part of such certificate and that the corporation will send to the shareholder a copy of such express terms without charge within five days after receipt of written request therefor if the copy has become detached from the certificate. (B) No restriction on the right to transfer shares and no reservation of lien on shares shall be effective against a transferee of such shares unless there has been compliance with section 1308.11 of the Revised Code, and unless, as to certificated securities, there is set forth on the face or the back of the certificate therefor: (1) A statement of the terms of such restriction or reservation; or (2) A summary of the terms of such restriction or reservation and a statement that the corporation will send to the shareholder a copy of such restriction or reservation without charge within five days after receipt of written request therefor; or (3) If such restriction or reservation is contained in the articles or regulations of the corporation, or in an instrument in writing to which the corporation is a party, a statement to that effect and a statement that the corporation will send to the shareholder a copy of such restriction or reservation without charge within five days after receipt of written request therefor; or (4) If such restriction or reservation is contained in an instrument in writing (other than the articles or regulations of the corporation or an instrument in writing to which the corporation is a party), a statement to that effect identifying the instrument by title, date, and parties. (C) A corporation shall send to a shareholder without charge within five days after receipt of written request therefor the copy or copies referred to in divisions (A)(5)(c) and (d) and (B)(2) and (3) of this section by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the copy or copies are sent.
Ohio Rev. Code § 1782.05 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.05
§ 1782.05. Records to be kept at principal office - copies provided to agent where office outside Ohio
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly (A) Each limited partnership shall keep at its principal office, which need not be in this state, all of the following: (1) A current list of the full name and last known business or residence address of each partner, separately listing and identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order; (2) A copy of the certificate of limited partnership and all certificates of amendment to it, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; (3) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years; (4) Copies of any then-effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; (5) Unless contained in any then-effective written partnership agreement, a writing setting forth all of the following: (a) The amount of cash and a description and statement of the agreed value of the other property or services that each partner has contributed and that each partner has agreed to contribute; (b) Each time at which and each event on the happening of which any additional contribution agreed to be made by each partner is to be made; (c) Any right of a partner to receive, or of a general partner to make, any distribution to a partner that includes a return of all or any part of the partner's contribution; (d) Each event upon the happening of which the limited partnership is to be dissolved and its affairs wound up. (B) Records required to be kept pursuant to division (A) of this section shall be subject to the provisions of section 1782.21 of the Revised Code. (C) If the principal office of a limited partnership is not located in this state, the limited partnership shall provide to its agent a copy of the records required by division (A)(1) of this section. The agent shall maintain the copy at its office in this state.
Ohio Rev. Code § 1711.28 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.28
§ 1711.28. Payment for new site with county funds or bonds
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Payment for the new site purchased or leased for the use of a county agricultural society under sections 1711.25 and 1711.27 of the Revised Code and for improvements thereon may be made by the board of county commissioners from any unappropriated funds in the county treasury at the time such payment is to be made. If no such funds are then in such treasury, the board may issue the bonds of the county for such amounts as are necessary for such payment; but if the old site is sold or leased before the new site is purchased or leased, such society, before such bonds are issued, shall apply the moneys realized from the sale or lease of the old site to such payment. If the old site is sold or leased after the purchase or lease of the new site, the amounts realized from the sale or lease of the old site shall be placed to the credit of the sinking fund for the redemption of any such bonds that have been issued. Such bonds shall bear not more than five per cent interest per annum payable semiannually, shall not be sold at less than their par value, and shall be payable at such place and times and in such denominations as the board determines.
Ohio Rev. Code § 1707.041 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.041
§ 1707.041. Control bids made pursuant to tender offer or request or invitation for tenders
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A)(1) No control bid for any securities of a subject company shall be made pursuant to a tender offer or request or invitation for tenders until the offeror files with the division of securities the information prescribed in division (A)(2) of this section. The offeror shall deliver a copy of the information specified in division (A)(2) of this section, by personal service, to the subject company at its principal office not later than the time of the filing with the division. The offeror shall send or deliver to all offerees in this state, as soon as practicable after the filing, the material terms of the proposed offer and the information specified in division (A)(2) of this section. (2) The information to be filed with the division, with the subject company, and with any other offeror, pursuant to division (A)(1) of this section, shall include: (a) Copies of all prospectuses, brochures, advertisements, circulars, letters, or other matter by means of which the offeror proposes to disclose to offerees all information material to a decision to accept or reject the offer; (b) The identity and background of all persons on whose behalf the acquisition of any equity security of the subject company has been or is to be effected; (c) The source and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities, other than the existing capital stock or long term debt of the offeror, which are being offered in exchange for the equity securities of the subject company; (d) A statement of any plans or proposals that the offeror, upon gaining control, may have to liquidate the subject company, sell its assets, effect a merger or consolidation of it, establish, terminate, convert, or amend employee benefit plans, close any plant or facility of the subject company or of any of its subsidiaries or affiliates, change or reduce the work force of the subject company or any of its subsidiaries or affiliates, or make any other major change in its business, corporate structure, management personnel, or policies of employment; (e) The number of shares of any equity security of the subject company of which each offeror is beneficial or record owner or has a right to acquire, directly or indirectly, together with the name and address of each person defined in this section as an offeror; (f) Particulars as to any contracts, arrangements, or understandings to which an offeror is party with respect to any equity security of the subject company, including transfers of any equity security, joint ventures, loan or option arrangements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, or understandings have been entered into; (g) Complete information on the organization and operations of the offeror, including the year of organization; the form of organization; the jurisdiction in which it is organized; a description of each class of the offeror's capital stock and of its long term debt; financial statements for the current period and for the three most recent annual accounting periods, unless the division by rule determines that the financial statements are not material or permits the filing of financial statements for less than the three most recent annual accounting periods; a brief description of the location and general character of the principal physical properties of the offeror and its subsidiaries; a description of pending legal proceedings other than routine litigation to which the offeror or any of its subsidiaries is a party or of which any of their property is the subject; a brief description of the business done and projected by the offeror and its subsidiaries and the general development of such business over the past three years; the names of all directors and executive officers together with biographical summaries of each for the preceding three years to date; and the approximate amount of any material interest, direct or indirect, of any of the directors or officers in any material transaction during the past three years, or in any proposed material transactions, to which the offeror or any of its subsidiaries was or is to be a party; (h) Such other and further documents, exhibits, data, and information as required by regulations of the division, or as necessary to make fair, full, and effective disclosure to offerees of all information material to a decision to accept or reject the offer. (3) Within five calendar days of the date of filing by an offeror of information specified in division (A)(2) of this section, the division may by order summarily suspend the continuation of the control bid if the division determines that all of the information specified has not been provided by the offeror or that the control bid materials provided to offerees do not provide full disclosure to offerees of all material information concerning the control bid. Such a suspension shall remain in effect only until the determination following a hearing held pursuant to division (A)(4) of this section. (4) A hearing shall be scheduled and held by the division with respect to each suspension imposed under division (A)(3) of this section. The hearing shall be held within ten calendar days of the date on which the suspension is imposed. Chapter 119. of the Revised Code does not apply to a hearing held under division (A)(4) of this section. The division may allow any interested party to appear at and participate in the hearing in a manner considered appropriate by the division. The determination of the division made following the hearing shall be made within three calendar days after the hearing has been completed, and no later than fourteen calendar days after the date on which the suspension is imposed. The division, by rule or order, may prescribe time limits for conducting the hearing and for the making of the determination that are shorter than those specified in this division. If, based upon the hearing, the division determines that all of the information required to be provided by division (A)(2) of this section has not been provided by the offeror, that the control bid materials provided to offerees do not provide full disclosure to offerees of all material information concerning the control bid, or that the control bid is in material violation of any provision of this chapter, the division shall maintain the suspension of the continuation of the control bid, subject to the right of the offeror to correct disclosure and other deficiencies identified by the division and to reinstitute the control bid by filing new or amended information pursuant to this section. (5)(a) If an offeror increases or decreases the percentage of the class of securities being sought, the consideration offered, or the dealer's soliciting fee in connection with a control bid for any securities of a subject company pursuant to a tender offer or request or invitation for tenders, or makes any other change in the terms or conditions of the tender offer or request or invitation for tenders that requires the offeror to hold the tender offer or request or invitation for tenders open for at least ten business days from the date that notice of the change is first published or sent to security holders in this state, the offeror shall file with the division both of the following: (i) All material information, including all information sent or otherwise provided to offerees in this state, pertaining to the increase, decrease, or other change; (ii) All material information required to update the information filed with the division pursuant to division (A)(2) of this section. (b) The offeror shall file the information described in division (A)(5)(a) with the division not later than the date on which the information regarding the increase, decrease, or other change first is published or sent to offerees in this state. The offeror shall deliver a copy of the information, by personal services, to the subject company at its principal office not later than the time of the filing with the division. (6) Within three calendar days of the date of filing by an offeror of the information specified in division (A)(5) of this section, the division, by order, may summarily suspend the continuation of the control bid if the division determines that all of the information specified has not been provided by the offeror or that the information provided to offerees does not provide full disclosure to offerees of all material information concerning the increase, decrease, or other change. The suspension shall remain in effect only until the determination following a hearing held pursuant to division (A)(7) of this section. (7) The division shall schedule and hold, within three calendar days of the date on which the suspension is imposed, a hearing with respect to each suspension imposed under division (A)(6) of this section. Chapter 119. of the Revised Code does not apply to a hearing held under division (A)(7) of this section. The division may allow any interested party to appear at and participate in the hearing in a manner considered appropriate by the division. The division shall make a determination following the hearing within three calendar days after the hearing has been completed, and not later than nine calendar days after the date on which the information regarding the increase, decrease, or other change first is published or sent to offerees in this state. The division, by rule or order, may prescribe time limits for conducting the hearing and for the making of the determination that are shorter than those specified in this division. If, based upon the hearing, the division determines that all of the information required to be provided by division (A)(5) of this section has not been provided by the offeror; that the information provided to offerees does not provide full disclosure to offerees of all material information concerning the increase, decrease, or other change; or that the control bid is in material violation of any provision of this chapter, the division shall maintain the suspension of the continuation of the control bid, subject to the right of the offeror to correct disclosure and other deficiencies identified by the division and to reinstate the control bid by filing new or amended information pursuant to this section. (B)(1) No control bid shall be made pursuant to a tender offer or request or invitation for tenders unless division (A) of section 1707.14 of the Revised Code has been complied with, and no offeror shall make a control bid that is not made to all holders residing in this state of the equity security that is the subject of the control bid, or that is not made to holders on the same terms as the control bid is made to holders of such equity security not residing in this state. (2) No offeror may make a control bid pursuant to a tender offer or request or invitation for tenders or acquire any equity security in this state pursuant to a control bid at any time during which any proceeding by the division alleging a violation of any provision of this chapter is pending against the offeror. (3) No offeror may acquire from any resident of this state, in any manner, any equity security of any class of a subject company at any time within two years following the last acquisition of any security of the same class pursuant to a control bid pursuant to a tender offer or request or invitation for tenders by that offeror, whether the acquisition was made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, recapitalization, reorganization, or any other similar transaction, unless the resident is afforded, at the time of the later acquisition, a reasonable opportunity to dispose of the security to the offeror upon substantially the same terms as those provided in the earlier control bid. (4) If an offeror makes a tender offer or request or invitation for tenders not subject to Rule 14D-1 or Rule 14D-4 of the securities and exchange commission under the "Securities Exchange Act of 1934," for less than all the outstanding equity securities of a class, and if a greater number of securities is deposited pursuant thereto within ten days after copies of the offer or request or invitation for tenders are first published or sent or given to security holders than the offeror is bound or willing to take up and pay for, the securities shall be taken up as nearly as may be pro rata, disregarding fractions, according to the number of securities deposited by each offeree. The preceding sentence applies to securities deposited within ten days after notice of an increase in the consideration offered to security holders, as described in the next sentence, is first published or sent or given to security holders. If the terms of a control bid are changed before its expiration by increasing the consideration offered to offerees, the offeror shall pay the increased consideration for all equity securities taken up, whether the same are deposited or taken up before or after the change in the terms of the control bid. (C) If the offeror or the subject company is a banking corporation or savings and loan association subject to regulation by the division of financial institutions, or is a public utility corporation subject to regulation by the public utilities commission, the division of securities shall immediately, upon receipt of the filing required under division (A) of this section, furnish a copy of the filing to the regulatory body having jurisdiction over the offeror or subject company. (D) An offeror is subject to the liabilities and penalties applicable to a seller, and an offeree is entitled to the remedies applicable to a purchaser, as set forth in sections 1707.041 to 1707.44 of the Revised Code. (E) The division of securities may, pursuant to Chapter 119. of the Revised Code, prescribe reasonable rules: (1) Defining fraudulent, evasive, deceptive, or grossly unfair practices in connection with control bids and defining the terms used in this section; (2) Exempting from this section control bids not made for the purpose of, and not having the effect of, changing or influencing the control of a subject company; (3) Covering other matters as necessary to give effect to this section. (F) If the offeror or a subject company is an insurance company subject to regulation under Title XXXIX of the Revised Code, the superintendent of insurance shall for all purposes of this section be substituted for the division of securities. This section shall not be construed to limit or modify in any way any responsibility, authority, power, or jurisdiction of the division of securities or the superintendent of insurance pursuant to any other section of the Revised Code. (G) This section does not apply when: (1) The offeror or the subject company is a public utility or a public utility holding company as defined in section 2 of the "Public Utility Holding Company Act of 1935," 49 Stat. 803, 15 U.S.C. 79, as amended, and the control bid is subject to approval by the appropriate federal agency as provided in such act; (2) The offeror or the subject company is a bank or a bank holding company as subject to the "Bank Holding Company Act of 1956," 70 Stat. 133, 12 U.S.C. 1841, and subsequent amendments thereto, and the control bid is subject to approval by the appropriate federal agency as provided in such act; (3) The offeror or the subject company is a savings and loan holding company as defined in section 2 of the "Savings and Loan Holding Company Amendments of 1967," 82 Stat. 5, 12 U.S.C. 1730a, as amended, and the control bid is subject to approval by the appropriate federal agency as provided in such act; (4) The offeror and the subject company are banks and the offer is part of a merger transaction subject to approval by appropriate federal supervisory authorities. (H) If any application of any provision of this section is for any reason held to be illegal or invalid, the illegality or invalidity shall not affect any legal and valid provision or application of this section, and the parts and application of this section are severable.
Ohio Rev. Code § 1701.65 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.65
§ 1701.65. Corporate mortgages
Status: in_force

October 11, 1955 House Bill 70 - 101st General Assembly The directors may authorize any mortgage, pledge, or deed of trust of all or any of the property of the corporation of any description, or any interest therein, for the purpose of securing the payment or performance of any obligation or contract. Unless otherwise provided in the articles, no vote or consent of shareholders is necessary for such action.
Ohio Rev. Code § 1783.11 — Ohio Revised Code / Title 17 / Chapter 1783 / § 1783.11
§ 1783.11. Dissolution
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly A limited partnership association may be dissolved upon either of the following events: (A) When the period fixed for its duration expires; (B) When by a vote of a majority of its members, in value of interest and in number, a dissolution is determined upon. Notice of such dissolution shall be given by publication in two newspapers, published in the proper city or county, at least six consecutive times. Immediately upon the commencement of such advertising, the association shall cease to carry on its business, except so far as may be required for its beneficial winding up.
Ohio Rev. Code § 1782.28 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.28
§ 1782.28. Promise of limited partner to contribute to partnership not enforceable unless written and signed
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly (A) A promise by a limited partner to contribute to the limited partnership is not enforceable unless it is set out in a writing signed by the limited partner. (B) Except as otherwise provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or other property or to perform services, even if he is unable to perform because of death, disability, or any other reason. If a partner fails to make a required contribution of property or services, he shall be obligated, at the option of the limited partnership, to contribute cash equal to the portion of the value, as stated in the partnership records required to be kept pursuant to section 1782.05 of the Revised Code, of the stated contribution that he has failed to make. The foregoing option shall be in addition to, and not in lieu of, any other right, including the right to specific performance, that the limited partnership may have against the partner under the partnership agreement or applicable law. (C) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution, or to return money or other property paid or distributed in violation of this chapter may be compromised only by the consent of all the partners.
Ohio Rev. Code § 1710.09 — Ohio Revised Code / Title 17 / Chapter 1710 / § 1710.09
§ 1710.09. Contracts to develop, manage, or implement part or all of any plan
Status: in_force

October 26, 1995 Senate Bill 96 - 121st General Assembly Except as otherwise provided in section 1710.10 of the Revised Code, a special improvement district may contract with any person, community improvement corporation, political subdivision as defined in division (F) of section 2744.01 , or state agency as defined in section 1.60 of the Revised Code to develop, manage, or implement part or all of any plan adopted under section 1710.06 or division (F) of section 1710.02 of the Revised Code. Before contracting to implement the plan, the district shall permit any member of the district whose property may be assessed for the costs of any improvements or services under the plan to provide for that portion of the improvement or service that is on that member's property at a cost to the district no greater than what the district determines to be the lowest cost allocable to the improvement or service to be performed on that property. However, the board of directors may reject a member's proposed provision of the improvement or service if it would increase the plan's total cost to the district. Members that choose to provide for that portion of the improvement or service that is performed on their property under this division are subject to the same minimum performance specifications required by the district for the rest of the improvement or service, and their property remains subject to the assessment for the plan.
Ohio Rev. Code § 1713.07 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.07
§ 1713.07. Institution may hold donated property in trust
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly A university, college, or academy, or the board of trustees thereof, may hold in trust any property devised, bequeathed, or donated to such institution, upon any specific trust consistent with the objects of such institution.
Ohio Rev. Code § 1745.11 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.11
§ 1745.11. Assertion and defense of claims
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly An unincorporated nonprofit association has the capacity to sue and be sued in its own name. A member or a manager of an unincorporated nonprofit association may assert a claim that the member or manager has against the association. An unincorporated nonprofit association may assert a claim that it has against a member or a manager of the association.
Ohio Rev. Code § 1701.922 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.922
§ 1701.922. Restoring rights, privileges and franchises upon reinstatement
Status: in_force

September 29, 2013 House Bill 59 - 130th General Assembly (A) Except as otherwise provided in this division, upon reinstatement of a corporation's or professional association's articles of incorporation in accordance with section 1701.07 , 1785.06 , 5703.93 , or 5733.22 of the Revised Code, the rights, privileges, and franchises, including all real or personal property rights and credits and all contract and other rights, of the corporation or association existing at the time its articles of incorporation were canceled shall be fully vested in the corporation or association as if the articles had not been canceled, and the corporation or association shall again be entitled to exercise the rights, privileges, and franchises authorized by its articles of incorporation. The name of a corporation whose articles have been canceled shall be reserved for a period of one year after the date of cancellation. If the reinstatement is not made within one year after the date of the cancellation of its articles of incorporation and it appears that a corporate name, limited liability company name, limited liability partnership name, limited partnership name, or trade name has been filed, the name of which is not distinguishable upon the record as provided in section 1701.05 of the Revised Code, the secretary of state shall require the applicant for reinstatement, as a condition prerequisite to such reinstatement, to amend its articles by changing its name. (B) Upon reinstatement of a corporation's or association's articles in accordance with section 1701.07 , 1785.06 , 5703.93 , or 5733.22 of the Revised Code, both of the following apply to the exercise of or an attempt to exercise any rights, privileges, or franchises, including entering into or performing any contracts, on behalf of the corporation or association by an officer, agent, or employee of the corporation or association, after cancellation and prior to reinstatement of the articles of incorporation: (1) The exercise of or an attempt to exercise any rights, privileges, or franchises on behalf of the corporation or association by the officer, agent, or employee of the corporation or association has the same force and effect that the exercise of or an attempt to exercise the right, privilege, or franchise would have had if the corporation's or association's articles had not been canceled, if both of the following apply: (a) The exercise of or an attempt to exercise the right, privilege, or franchise was within the scope of the corporation's or association's articles of incorporation that existed prior to cancellation; (b) The officer, agent, or employee had no knowledge that the corporation's or association's articles of incorporation had been canceled. (2) The corporation or association is liable exclusively for the exercise of or an attempt to exercise any rights, privileges, or franchises on behalf of the corporation or association by an officer, agent, or employee of the corporation or association, if the conditions set forth in divisions (B)(1)(a) and (b) of this section are met. (C) Upon reinstatement of a corporation's or association's articles of incorporation in accordance with section 1701.07 , 1785.06 , 5703.93 , or 5733.22 of the Revised Code, the exercise of or an attempt to exercise any rights, privileges, or franchises on behalf of the corporation or association by an officer, agent, or employee of the corporation or association, after cancellation and prior to reinstatement of the articles of incorporation, does not constitute a failure to comply with division (A) of section 1701.88 or a violation of section 1701.97 of the Revised Code, if the conditions set forth in divisions (B)(1)(a) and (b) of this section are met. (D) This section is remedial in nature and is to be construed liberally to accomplish the purpose of providing full reinstatement of a corporation's or association's articles of incorporation retroactive, in accordance with this section, to the time of the cancellation of the articles.
Ohio Rev. Code § 1724.07 — Ohio Revised Code / Title 17 / Chapter 1724 / § 1724.07
§ 1724.07. Application of remaining assets after dissolution or liquidation
Status: in_force

April 30, 2024 House Bill 101 - 135th General Assembly Except as provided in section 703.376 of the Revised Code, in the event of voluntary or involuntary dissolution, liquidation, or failure to reinstate the articles after cancellation of the community improvement corporation, any remaining assets shall be applied as follows: (A) In the case of an economic development corporation, to such civic projects or public charitable purposes in the community or area as may be determined by the directors with the approval of the court of common pleas of the county wherein the corporation has its principal place of business; (B) In the case of a county land reutilization corporation, as determined by the board of county commissioners with the written approval of the county treasurer. Pending the determination, the remaining assets shall be transferred to the general fund of the county to be held and accounted for in a separate account until applied as determined by the board. Last updated February 7, 2024 at 1:26 PM
Ohio Rev. Code § 1782.42 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.42
§ 1782.42. Assignee may become limited partner
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly (A) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if, and to the extent that, either of the following occurs: (1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; (2) All other partners consent. (B) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in sections 1782.31 to 1782.37 of the Revised Code. The assignee is not obligated for liabilities that could not be ascertained from a written partnership agreement and that were unknown to the assignee at the time he became a limited partner. (C) Regardless of whether an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 1782.14 and 1782.28 of the Revised Code.
Ohio Rev. Code § 1707.25 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.25
§ 1707.25. Injunction against issuance, sale, acting as an investment adviser or acting as an investment adviser representative
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly In case any person fails to file any statement or report required by sections 1707.01 to 1707.50 of the Revised Code, to obey any subpoena the issuance of which is provided for in those sections, or to produce books, records, or papers, give testimony, or answer questions, as required by those sections, the director of commerce may apply to a court of common pleas of any county for, and upon proof of such failure the court may grant, an injunction restraining the acting as an investment adviser, investment adviser representative, bureau of workers' compensation chief investment officer, or state retirement system investment officer, or the issuance, sale, or offer for sale of any securities by the person or by its agents, employees, partners, officers, directors, or shareholders, until such failure has been remedied and other relief as the facts may warrant has been had. Such injunctive relief is available in addition to the other remedies provided for in sections 1707.01 to 1707.50 of the Revised Code. Where the person refusing to comply with such order of court is an issuer of securities, the court may enjoin the sale by any dealer of any securities of the issuer, and the division of securities may revoke the qualification of the securities of the issuer, or suspend or revoke the sale of any securities of the issuer which have been registered by description, and such securities shall not thereafter be sold by any dealer until the order of the court or of the division is withdrawn.
Ohio Rev. Code § 1715.29 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.29
§ 1715.29. Fiscal trustees of benevolent associations
Status: in_force

October 25, 1978 House Bill 349 - 112th General Assembly A benevolent or charitable association incorporated in this state, may vest the custody, control, and management of all its endowment, capital, funds, and property in three trustees, to be styled fiscal trustees. One of such fiscal trustees shall be appointed by the court of common pleas of the county where such association is located, one by the probate court of such county, and one by the vote of a majority of the members of such association present at a regular meeting duly convoked. Such fiscal trustees shall hold their offices for three years, except the first ones appointed, who shall hold office respectively for one, two, and three years. They must meet in the presence of the probate judge, and, by agreement, or by lot if they cannot agree, allot themselves accordingly, whereupon such judge shall give to each a certificate of his term. Upon the death, resignation, incapacity, or removal from the county of any of such trustees, the vacancy must be filled for the unexpired term by the same appointing power. Such fiscal trustees shall not be appointed except upon the written request of the association, filed in such probate court, in accordance with a resolution adopted by it at a regular meeting duly convoked. Until such appointment the association at a regular meeting may elect any number of fiscal trustees, not less than three, with such power, subject to such duties, and for such time not more than three years, as the association determines by its bylaws.
Ohio Rev. Code § 1703.08 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.08
§ 1703.08. Certificate of amendment to articles
Status: in_force

September 29, 1997 House Bill 215 - 122nd General Assembly A foreign corporation shall file a certificate of amendment with the secretary of state if, in amending its articles of incorporation, it modifies any of the information included in either its application for a license to transact business in this state or any amendment to that application. The certificate of amendment shall describe the modification of information, include a statement of its adoption together with a statement that the certificate supersedes the information currently on file with the secretary of state, and be signed by an authorized officer of the corporation. The certificate of amendment shall also be accompanied by the filing fee set forth in division (B) of section 111.16 of the Revised Code.
Ohio Rev. Code § 1782.25 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.25
§ 1782.25. Person may be both general and limited partner
Status: in_force

April 1, 1985 House Bill 607 - 115th General Assembly A general partner of a limited partnership may make contributions to, and share in the profits and losses of and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to, and share in the profits, losses, and distributions of, the limited partnership as a limited partner. A person who is both a general and a limited partner shall have all the rights and powers, and be subject to all the restrictions and liabilities of a general partner. Except as otherwise provided in the partnership agreement, a person who is both a general and a limited partner shall have the powers, and be subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
Ohio Rev. Code § 1701.882 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.882
§ 1701.882. Satisfaction of obligations; payments
Status: in_force

May 4, 2012 House Bill 48 - 129th General Assembly (A) A dissolved corporation shall do all of the following: (1) Pay the claims made and not rejected under division (A) of section 1701.881 of the Revised Code; (2) Post the security offered and not rejected under division (B) of section 1701.881 of the Revised Code; (3) Post security ordered by the court in any proceeding under division (C) of section 1701.881 of the Revised Code; (4) Make any payment required by a court acting under section 1701.89 of the Revised Code; (5) Pay or make provision by insurance or otherwise for all other claims that are mature, known, and uncontested or that have been finally determined to be owing by the corporation and any other claims described in division (C)(2) of section 1701.881 of the Revised Code. (B) A corporation shall pay in full any claims and liabilities or provide for those payments in full by insurance or otherwise if the corporation has sufficient assets. If the corporation does not have sufficient assets, a corporation shall pay claims and liabilities or provide for those payments by insurance or otherwise in order of their priority. Among claims of equal priority, the corporation shall apportion those payments to the extent of funds legally available for the payment of those claims. Any remaining assets shall be distributed to the shareholders of the corporation according to their respective rights and preferences. (C) In the absence of fraud, the judgment of the board of directors of the dissolved corporation as to the provision the corporation made for the payment of all claims under division (A)(5) of this section shall be conclusive.
Ohio Rev. Code § 1751.65 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.65
§ 1751.65. Health insuring corporation - prohibited activities
Status: in_force

April 6, 2023 House Bill 281 - 134th General Assembly (A) As used in this section, "genetic screening or testing" means a laboratory test of a person's genes or chromosomes for genotypes, mutations, or chromosomal changes, including carrier status, that are linked to physical or mental disorders or impairments, or that indicate a susceptibility to illness, disease, or other disorders, whether physical or mental, which test is a direct test for genotypes, mutations, or chromosomal changes, and not an indirect manifestation of genetic disorders. (B) No health insuring corporation shall do either of the following: (1) Consider any information obtained from genetic screening or testing in processing an application for coverage for health care services under an individual or group policy, contract, or agreement or in determining insurability under such a policy, contract, or agreement; (2) Inquire, directly or indirectly, into the results of genetic screening or testing or use such information, in whole or in part, to cancel, refuse to issue or renew, limit benefits under, or set premiums for, an individual or group policy, contract, or agreement. (C) Any health insuring corporation that has engaged in, is engaged in, or is about to engage in a violation of division (B) of this section is subject to the jurisdiction of the superintendent of insurance under section 3901.04 of the Revised Code. Last updated March 10, 2023 at 11:09 AM
Ohio Rev. Code § 1709.07 — Ohio Revised Code / Title 17 / Chapter 1709 / § 1709.07
§ 1709.07. Death of sole owner or last to die of all multiple owners
Status: in_force

October 1, 1993 House Bill 62 - 120th General Assembly Subject to the limitations of section 5731.39 of the Revised Code, on the death of a sole owner or the last to die of all multiple owners, ownership of a security registered in beneficiary form shall pass to the beneficiary or beneficiaries who survived all owners. On proof of death of all owners and compliance with any applicable requirements of the registering entity, but subject to the limitations of section 5731.39 of the Revised Code, a security registered in beneficiary form may be reregistered in the name of the beneficiary or beneficiaries who survived the death of all owners. Until division of the security after the death of all owners, multiple beneficiaries surviving the death of all owners hold their interests as tenants in common. If no beneficiary survives the death of all owners, the security shall be included in the estate of the deceased sole owner of it or the estate of the last to die of all multiple owners of it.
Ohio Rev. Code § 1701.67 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.67
§ 1701.67. Using facsimile signatures
Status: in_force

October 11, 1955 House Bill 70 - 101st General Assembly When any note, bond, or other evidence of indebtedness of a corporation is authenticated or countersigned by an incorporated trustee, the signature of any officer of the corporation authorized to sign any such instrument may be facsimile, engraved, stamped, or printed. Although any officer of the corporation whose manual or facsimile signature is affixed to any such instrument ceases to be such officer before the instrument is delivered, such instrument nevertheless shall be effective in all respects when delivered.
Ohio Rev. Code § 1715.20 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.20
§ 1715.20. Power of trustees
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Members of the chapter or trustees of corporations organized under sections 1715.18 and 1715.19 of the Revised Code, if chosen to take charge of any endowment fund, may invest, manage, and dispose of such fund in accordance with the purpose for which it was created, subject to such constitutional regulations as the representative body organizing the corporation prescribes.
Ohio Rev. Code § 1776.95 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.95
§ 1776.95. Application of chapter to partnerships
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) Prior to the first day of January, 2010, this chapter governs the following partnerships: (1) A partnership formed on or after the first day of January, 2009, except a partnership that is continuing the business of a dissolved partnership under section 1775.40 of the Revised Code; (2) A partnership formed before the first day of January, 2009, that elects pursuant to division (C) of this section, to be governed by this chapter. (B) On and after the first day of January, 2010, this chapter governs all partnerships. (C)(1) On and after the first day of January, 2009, but prior to the first day of January, 2010, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. (2) The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who did business with the partnership within one year before the partnership's election to be governed by this chapter only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.
Ohio Rev. Code § 1783.09 — Ohio Revised Code / Title 17 / Chapter 1783 / § 1783.09
§ 1783.09. Levy on individual property of members
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly If an execution or other process in the nature of execution has been issued against the property of a limited partnership association, and if there cannot be found sufficient property on which to levy or enforce such process, then such execution or process may be issued against any of the members, to the extent of the portions of their respective subscriptions in the capital of the association that are not then paid up; but no such execution shall issue against any member except upon an order of the court, or of a judge of the court, in which the action, suit, or other proceeding was brought. Such court or judge may compel the production of the books of the association, showing the names of the members thereof and the amount of capital remaining to be paid upon their respective subscriptions, and from such books, or from other sources of information, may ascertain the truth in regard thereto and order execution to issue accordingly. The association shall keep a subscription-list book for this purpose, and such book shall be open to inspection by the creditors and members of the association at all reasonable times.
Ohio Rev. Code § 1721.23 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.23
§ 1721.23. Cancellation of contract for sale of mausoleum space
Status: in_force

January 1, 1993 House Bill 733 - 119th General Assembly (A) A contract for the sale of mausoleum space that is not ready for the entombment of human remains on the date of the contract shall stipulate that the buyer may cancel the contract if either of the following conditions apply: (1) The construction of the mausoleum has not begun within the time period specified in the contract, which shall be not later than three years after the date of the contract; (2) The certificate of use and occupancy has not been issued by the appropriate building official within the time period specified in the contract, which shall be not later than five years after the date of the contract. (B) The contract shall state in bold print the options available to the purchaser, his executor, or administrator in the event that the purchaser or a member of his immediate family dies before completion of the mausoleum. The options shall include, but not be limited to, providing entombment in a temporary space. (C) If a contract is canceled pursuant to division (A) of this section, the seller shall, within thirty days of cancellation, refund all moneys paid by the purchaser under the contract.
Ohio Rev. Code § 1739.16 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.16
§ 1739.16. Contracts with third-party administrator
Status: in_force

April 9, 1993 House Bill 689 - 119th General Assembly (A) If a multiple employer welfare arrangement operating a group self-insurance program contracts with a third-party administrator that is not an employee of the arrangement, it shall enter into a written agreement. The agreement is subject to review and approval by the superintendent of insurance in accordance with this section. (B) The agreement may provide both of the following: (1) The right of substitution of the third-party administrator and the revocation of the agreement upon notice to the superintendent; (2) Restrictions upon the exercise of powers by the third-party administrator. (C) The terms of the agreement shall be reasonable and equitable. The agreement and any amendments to the agreement shall be filed by the arrangement with the superintendent at least thirty days prior to their use. Any agreement and amendments that have not been disapproved by the superintendent within thirty days after their filing with him shall be deemed to be approved. (D) The multiple employer welfare arrangement shall furnish a copy of the agreement and any amendments to the agreement to each member upon request. (E) Except as provided in this division and division (D) of this section, the agreement and any amendments to the agreement are confidential and privileged and shall not be released to the public by the superintendent without the prior written consent of the parties to the agreement. However, the superintendent, without the prior written consent of the parties, may release to the public, in the manner the superintendent considers appropriate, all or any part of the agreement or any amendments to the agreement if the superintendent does both of the following: (1) Prior to release, gives notice and opportunity to be heard to the arrangement and its affiliates that would be affected by the release; (2) Determines that the release will serve the interests of the members and their employees, or the public.
Ohio Rev. Code § 1782.40 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.40
§ 1782.40. Partnership interest - assignable in whole or in part
Status: in_force

October 4, 1996 House Bill 495 - 121st General Assembly Except as otherwise provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become, or to exercise any rights of, a partner. An assignment entitles the assignee to receive to the extent assigned such distributions of cash and other property and such allocations of profits, losses, income, gains, deductions, credits, or similar items to which the assignee's assignor would have been entitled. Except as otherwise provided in the partnership agreement, an assignor ceases to be a partner upon assignment of all of the assignor's partnership interest. Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment.
Ohio Rev. Code § 1701.79 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.79
§ 1701.79. Merger or consolidation into foreign corporation
Status: in_force

April 11, 1990 Senate Bill 321 - 118th General Assembly (A) Pursuant to an agreement of merger or consolidation between the constituent corporations as provided in this section, a domestic corporation and, if so provided, one or more additional domestic or foreign corporations may be merged into a foreign surviving corporation, or a domestic corporation together with one or more additional domestic or foreign corporations may be consolidated into a new foreign corporation to be formed by such consolidation in a state under the laws of which a foreign constituent corporation exists, provided the provisions of Chapter 1704. of the Revised Code do not prevent the merger or consolidation from being effected. The merger or consolidation must be permitted by the laws of each state under the laws of which any foreign constituent corporation exists. (B) The agreement of merger or consolidation shall set forth the following: (1) The states under the laws of which each constituent corporation exists and, in the case of a consolidation, the state under the laws of which the new corporation is to exist; (2) In the case of a merger, that one or more specified constituent corporations shall be merged into a specified foreign surviving corporation and, in the case of a consolidation, that the constituent corporations shall be consolidated into a new foreign corporation. The name of the surviving or new corporation may be the same as or similar to that of any constituent corporation. (3) All additional statements and matters, other than the name and address of the statutory agent, that would be required by section 1701.78 of the Revised Code if the surviving or new corporation were a domestic corporation; (4) The location of the principal office of the surviving or new corporation in the state under the laws of which the surviving corporation exists or the new corporation is to exist; (5) All additional statements and matters required to be set forth in such an agreement of merger or consolidation by the laws of each state under the laws of which any foreign constituent corporation exists and, in the case of a consolidation, the new corporation is to exist; (6) The consent of the surviving or the new corporation to be sued and served with process in this state and the irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding in this state to enforce against the surviving or new corporation any obligation of any domestic constituent corporation or to enforce the rights of a dissenting shareholder of any domestic constituent corporation; (7) If it is desired that the surviving or new corporation transact business in this state as a foreign corporation, a statement to that effect, together with a statement on the appointment of a statutory agent and with respect to service of any process, notice, or demand upon such statutory agent or the secretary of state, as required when a foreign corporation applies for a license to transact business in this state. (C) The agreement of merger or consolidation may also set forth any additional provision permitted by the laws of any state under the laws of which any constituent corporation exists, consistent with the laws of the state under the laws of which the surviving corporation exists or the new corporation is to exist. (D) To effect the merger or consolidation, the agreement shall be approved by the directors of each domestic constituent corporation, and adopted by the shareholders of each domestic constituent corporation, in the same manner and with the same notice to and vote of shareholders or of holders of a particular class of shares as is required by section 1701.78 of the Revised Code. The agreement shall also be approved or otherwise authorized by or on behalf of each foreign constituent corporation in accordance with the laws of the state under which it exists. (E) At any time prior to filing the certificate of merger or consolidation, the merger or consolidation may be abandoned by the directors of any of the constituent corporations if the directors are authorized to do so by the agreement of merger or consolidation. The agreement may contain a provision authorizing the directors of the constituent corporations to amend the agreement at any time prior to the filing of the certificate of merger or consolidation, except that, after the adoption of the agreement by the shareholders of any domestic constituent corporation, the directors shall not be authorized to amend the agreement to do any of the following: (1) Alter or change the amount or kind of shares, evidences of indebtedness, other securities, cash, rights, or any other property to be received by shareholders of the domestic constituent corporation in conversion of or in substitution for their shares; (2) Alter or change any term of the articles of the surviving or new foreign corporation, except for alterations or changes that otherwise could be adopted by the directors of the surviving or new foreign corporation; (3) Alter or change any other terms and conditions of the agreement if any of the alterations or changes, alone or in the aggregate, would materially adversely affect the holders of any class or series of shares of the domestic constituent corporation. (F) If the surviving or new corporation does not desire to be licensed to transact business in this state, the agreement shall be accompanied by the affidavits, receipts, certificates, or other evidence required by division (H) of section 1701.86 of the Revised Code with respect to each domestic constituent corporation and, with respect to each foreign constituent corporation licensed to transact business in this state, the affidavits, receipts, certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code.
Ohio Rev. Code § 1713.20 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.20
§ 1713.20. Quorum of trustees
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Eleven trustees shall constitute a quorum of the board of trustees of any university or college referred to in section 1713.12 of the Revised Code, whatever the number of trustees, if more than twenty, is or may become; but when the number is twenty or less, a majority thereof shall constitute a quorum.
Ohio Rev. Code § 1707.13 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.13
§ 1707.13. Suspension and revocation of registration
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly The division of securities may suspend the registration by description or by qualification of any securities, or the right of any dealers or of the issuer, or of both, to buy, sell, or deal in any particular security whether it is registered, qualified, or exempt or even though transactions in it are registered or exempt, if the division finds that the issuer has violated sections 1707.01 to 1707.50 , inclusive, of the Revised Code, or any lawful order or requirement of the division, has fraudulently conducted its business, or has been engaged in or is engaged or about to engage in deceptive or fraudulent acts, practices, or transactions; that such security is being disposed of or purchased on grossly unfair terms, in such manner as to deceive or defraud or as to tend to deceive or defraud purchasers or sellers, or in disregard of the lawful rules and regulations of the division applicable to such security or to transactions therein; or, in the case of securities being sold under a registration or qualification, that the issuer is insolvent. Notice of such suspension shall be mailed by the division to the issuer and to all licensed dealers concerned. Such notice shall specify the particular security whose registration is being suspended and shall set a date, not more than ten days later than the date of the order of suspension, for a hearing on the continuation or revocation of such suspension. For good cause the division may continue such hearing on application of any interested party. In conducting such hearing the division shall have all the authority and powers set forth in section 1707.23 of the Revised Code. Following such hearing the division shall either confirm or revoke such suspension. No such suspension shall invalidate any sale of securities made prior thereto; and the rights of persons defrauded by any sale shall in no wise be impaired. If the issuer of a security refuses to permit an examination to be made by the division of its books, records, and property, or refuses to furnish the division any information which it may lawfully require under sections 1707.01 to 1707.50 , inclusive, of the Revised Code, such refusal is a sufficient ground for the division to suspend the registration by description or by qualification of such security, or the right of any dealers or of the issuer, or of both, to buy, sell, or deal in such security. If any interested party desires an investigation at a place other than the office of the division, such person may be required by the division to advance sufficient funds to pay the actual expenses of such investigation. Whenever the division determines, upon hearing, that any application for qualification was made, or that any securities or any transaction was registered by description, by a person who knew that untrue statements were contained in such application or description, the division may proceed under sections 1707.19 , 1707.23 , and 1707.44 of the Revised Code, or any of them, against the person who filed such application or such registration by description.
Ohio Rev. Code § 1761.13 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.13
§ 1761.13. Investing or depositing funds
Status: in_force

March 23, 2015 House Bill 652 - 130th General Assembly (A) A credit union share guaranty corporation shall invest or deposit its funds in the following manner: (1) In banks incorporated under the laws of this or any other state, or the United States; (2) In negotiable certificates of deposit and bankers acceptances; (3) In share certificates deposited in or any form of evidence of interest or indebtedness of any credit union organized under Chapter 1733. of the Revised Code or comparable state law if insured, or whose member accounts are insured as provided for by Title II of the "Federal Credit Union Act," 84 Stat. 994, (1970), 12 U.S.C.A. 1781, as amended, or by comparable insurance. No investment under division (A)(3) of this section shall be in a participating credit union. (4) In accounts with, investment certificates or withdrawable shares of, any savings and loan association that is an insured institution as defined by Title IV of the "National Housing Act," 48 Stat. 1255 (1934), 12 U.S.C.A. 1724, as amended. (5) In United States government securities or United States government agency obligations; (6) In bonds or other evidence of indebtedness rated in the three highest ratings of Standard and Poor's or Moody's service, not in default as to principal or interest, that are valid obligations issued, assumed, or guaranteed by any state, county, or municipal corporation of the United States; (7) In bonds or other evidence of indebtedness rated in the three highest ratings by Standard and Poor's or Moody's service, not in default as to principal or interest, that are valid obligations issued, assumed, or guaranteed by any corporation incorporated under the laws of the United States or a state and described in division (D)(1) of section 3925.08 of the Revised Code. However, a credit union share guaranty corporation shall not invest in any such corporate security containing any provision of optionality, including, but not limited to, any derivative security. (8) In the common stock of any federal home loan bank of which the corporation is a member, for the purpose of maintaining a line of credit or source of liquidity through borrowings from the bank, if the bank requires its members to purchase and hold its common stock referred to as either of the following: (a) Membership stock, subject to an annual adjustment made by the bank based on the corporation's admitted total assets as reported in its filings with the superintendent of insurance; (b) Activity stock as may be required by the bank whenever the corporation borrows from the bank and for as long as any of those funds remain outstanding. (9) In any other investments that are expressly approved by the superintendent of credit unions and the superintendent of insurance or are permitted by rules adopted by the superintendents pursuant to division (C) of section 1761.04 of the Revised Code, but such other investments shall not exceed twenty per cent of the sum of the capital contributions, retained and undivided earnings, and any borrowings made in accordance with section 3901.72 of the Revised Code of the corporation. The superintendents shall not permit the corporation to make any investment in any unrelated corporation or unrelated subsidiary without the prior written approval of the superintendent of credit unions and the superintendent of insurance. (B) The maximum investment in securities of any one corporation shall not exceed ten per cent of the guarantee fund at the time the investment is made. (C) The corporation's directors, officers, committee members, and employees, and immediate family members of such individuals, are prohibited from receiving pecuniary or any other type of consideration in connection with the making of an investment or deposit by the corporation. (D) Within thirty days of appointment, each officer, agent, or employee having control or access to funds or securities owned by or pledged with a credit union share guaranty corporation shall be provided with fidelity bond coverage by the corporation in an amount commensurate with the risk involved. (E) With the express written approval of the board of directors and the superintendent of credit unions and the superintendent of insurance, the corporation may invest in publicly traded preferred and common stocks, as permitted by section 3925.08 of the Revised Code, in an aggregate amount not to exceed the corporation's statutory unassigned surplus as reduced by its authorized control level risk-based capital.
Ohio Rev. Code § 1721.13 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.13
§ 1721.13. Incorporation when holding land within a village
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Any association of persons who are acting as a cemetery association, who have purchased and improved lands for cemetery purposes by subscriptions of lot holders and the sale of lots, and who are acting through a board of trustees chosen by members of the association may, when the lands thus occupied have been brought or held within the corporate limits of a village subsequently to the time of their purchase and improvement, become incorporated for cemetery purposes, as though the lands held by the association were outside such corporate limits. Any association incorporated under this section as the successor of such an original association may, with the concurrence of the original association, take possession of, hold, and use, for cemetery purposes, all the property belonging to and held by the original association for such purposes. All rights of lot owners in the cemetery grounds of the original association are valid without reference to the form of conveyance issued to them by the trustees of the original association, and shall be reserved and assured to such lot owners upon an incorporation under this section.
Ohio Rev. Code § 1746.01 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.01
§ 1746.01. Business trust definitions
Status: in_force

March 18, 1983 Senate Bill 435 - 114th General Assembly As used in Chapter 1746. of the Revised Code, unless the context otherwise requires: (A) "Business trust" means an unincorporated business association which is created by a trust instrument, pursuant to common law or enabling legislation, under which property is held, managed, administered, controlled, invested, reinvested, and operated, or under which business or professional activities, as permitted by the laws governing any profession, for profit are carried on, by a trustee or trustees for the benefit and profit of such person or persons as are or may become the holders of transferable shares of beneficial interest in the trust estate. A business trust shall not be construed to include, and this chapter does not apply to, real estate investment trusts as defined in Chapter 1747. of the Revised Code and trusts engaged solely in exercising the voting rights pertaining to corporate shares or other securities in accordance with the terms of a written instrument. (B) "Foreign business trust" means a business trust organized under the laws of a state or jurisdiction other than this state. (C) "Trust instrument" means the written instrument creating a business trust, including any amendments to it.
Ohio Rev. Code § 1745.34 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.34
§ 1745.34. Meetings of managers; notice
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly Unless otherwise provided in the governing principles, the following apply: (A) Meetings of the managers may be called by any two managers or by any chairperson, president, or vice-president of the unincorporated nonprofit association. (B) Meetings of the managers may be held at any place within or outside this state, including by means of authorized communications equipment, unless the governing principles prohibit participation by managers at a meeting by means of authorized communications equipment. Participation at a meeting pursuant to this division constitutes presence at that meeting. (C) Notice of the place, if any, and time of each meeting of the managers shall be given to each manager either by personal delivery or by mail, by overnight delivery service, or by means of authorized communications equipment at least two days before the meeting. The notice need not specify the purposes of the meeting. (D) Notice of adjournment of a meeting of the managers need not be given if the time and place to which it is adjourned are fixed and announced at that meeting.
Ohio Rev. Code § 1782.35 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.35
§ 1782.35. Distributions
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly Except as provided in writing in the partnership agreement, a partner, regardless of the nature of this contribution, shall have no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds or is less than a percentage of that asset that is equal to the percentage in which he shares in distributions from the limited partnership.
Ohio Rev. Code § 1729.24 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.24
§ 1729.24. Effect of self-dealing
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly (A) Unless otherwise provided in an association's articles of incorporation or bylaws: (1) No contract or transaction between an association and one or more of its directors or officers, or between the association and any other person in which one or more of the association's directors or officers, are directors or officers, or have a financial or personal 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 that authorizes the contract or transaction, or solely because the director's or officer's votes are counted for such purpose, if any of the following applies: (a) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board or the committee, and the board or committee, in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum of the board or the committee; (b) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote on the contract or transaction, and the contract or transaction is specifically approved at a meeting of the members; (c) The contract or transaction is fair as to the association at the time it is authorized or approved by the board, or a committee of the board, or the members. (2) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board, or of a committee that authorizes the contract or transaction. (B) Divisions (A)(1) and (2) of this section do not limit or otherwise affect the liability of directors under section 1729.25 of the Revised Code. (C) For purposes of division (A) of this section, a director is not an interested director solely because the subject of a contract or transaction may involve or effect a change in control of the association or continuation in office as a director of the association.
Ohio Rev. Code § 1733.41 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.41
§ 1733.41. Additional rules and regulations
Status: in_force

January 1, 1979 House Bill 356 - 113th General Assembly In addition to the specific authority given the superintendent of credit unions by other sections of this chapter, the superintendent may from time to time make, issue, amend, and rescind such rules and orders as he may consider necessary or appropriate to further the purposes of this chapter or to protect the public interest, including rules defining accounting, technical, trade, and other terms, whether or not used in this chapter, insofar as such rules do not contradict this chapter. Without limiting his power under this chapter, the superintendent may specify terms to be included in the articles or code of regulations of credit unions, requirements for notice of meetings of members, required and prohibited practices related to solicitation of proxies, limitations on credit unions' borrowing and lending practices, including loans to credit union employees, the form of and practices used in accounting for credit unions, including the form of financial statements and other records kept, the character of investments credit unions may make, and the operation of a credit union in dissolving or liquidating or petitioning for reorganization. The superintendent shall not prescribe uniform rules or provisions in regulations without due regard for the differences among credit unions. For the purpose of his rules, the superintendent may classify credit unions, persons, and matters within his jurisdiction and prescribed different requirements for different classes of credit unions, persons, or matters. Rules promulgated pursuant to this section shall be made subject to sections 119.01 to 119.13 of the Revised Code. Last updated October 14, 2025 at 3:30 PM
Ohio Rev. Code § 1733.51 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.51
§ 1733.51. Deposit of moneys for preneed funeral or cemetery merchandise and services contract
Status: in_force

July 6, 2009 Senate Bill 196 - 127th General Assembly A credit union may, subject to sections 1721.211 and 4717.31 to 4717.38 of the Revised Code, receive and hold on deposit moneys under a preneed funeral contract or preneed cemetery merchandise and services contract.
Ohio Rev. Code § 1721.17 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.17
§ 1721.17. Transfer from one association to another
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly When, in the judgment of the trustees of any association of persons who are acting as a cemetery association, whether incorporated or unincorporated, and have purchased and improved land for cemetery purposes, the welfare of all concerned in the lands purchased and improved would be subserved by transferring such lands and improvements and other assets of such association to another association incorporated under the laws of this state for cemetery purposes, said trustees shall call a meeting of the association by giving notice of such meeting for two consecutive weeks in a newspaper of general circulation in the county in which said cemetery is located, specifying the place, time, and object of such meeting. A majority of the members of such association shall constitute a quorum. If by a majority vote of the members of such association the trustees are authorized to convey and transfer such lands and improvements and other assets to a corporation so organized for cemetery purposes and electing to accept such transfer, said trustees may execute a deed of conveyance and transfer of said lands, improvements, and other assets to said corporation. If the members of such association are its lot owners, and notice of such meeting has been given as provided by this section, not less than fifteen members shall constitute a quorum, and the conveyance and transfer of the lands, improvements, and other assets may be authorized by the vote of two thirds of the members present at the meeting. After such transfer the corporation to which it was made shall carry out the objects for which the original association was formed and shall apply any moneys received by it from said original association in laying out, preserving, protecting, and embellishing said cemetery. The rights of lot owners in the cemetery ground of the original association are not affected by this section or by any action taken under it.
Ohio Rev. Code § 1707.092 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.092
§ 1707.092. Notice filings
Status: in_force

June 18, 2002 Senate Bill 138 - 124th General Assembly (A) For the purposes of selling securities in this state, except securities that are the subject matter of transactions enumerated in section 1707.03 of the Revised Code, an investment company, as defined by the Investment Company Act of 1940, that is registered or has filed a registration statement with the securities and exchange commission under the Investment Company Act of 1940, shall file the following with the division of securities: (1) A notice filing consisting of either of the following: (a) A copy of the investment company's federal registration statement as filed with the securities and exchange commission; (b) A form U-1 or form NF of the North American securities administrators association. (2) Appropriate filing fees consisting of both of the following: (a) A flat fee of one hundred dollars; (b) A fee calculated at one-tenth of one per cent of the aggregate price at which the securities are to be sold to the public in this state, which calculated fee, however, shall in no case be less than one hundred or more than one thousand dollars. (B)(1) Upon payment of the maximum filing fees as provided in division (A)(2) of this section, an investment company may sell an indefinite amount of securities in this state. (2) An investment company making a notice filing as provided in this section shall comply with section 1707.11 of the Revised Code. An investment company that previously filed with the division a valid consent to service of process pursuant to section 1707.11 of the Revised Code may incorporate that consent by reference. (C)(1) For offerings involving covered securities, as defined in section 18 of the "Securities Act of 1933," 15 U.S.C. 77r, that are not subject to section 1707.02 , 1707.03 , 1707.04 , 1707.06 , 1707.08 , 1707.09 , or 1707.091 of the Revised Code, or division (A) of this section, a notice filing shall be submitted to the division together with a consent to service of process pursuant to section 1707.11 of the Revised Code and a filing fee as provided in division (A)(2) of this section. (2) The notice filing described in division (C)(1) of this section shall consist of any document filed with the securities and exchange commission pursuant to the Securities Act of 1933, together with annual or periodic reports of the value of the securities sold or offered to be sold to persons located in this state. (D) A notice filing submitted under this section shall be effective for thirteen months.
Ohio Rev. Code § 1745.28 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.28
§ 1745.28. Action without a meeting
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) Unless the governing principles prohibit the authorization or taking of any action of the members or the managers without a meeting, any action that may be authorized or taken at a meeting of the members or the managers, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the members or all of the managers, as the case may be, who would be entitled to notice of a meeting for that purpose, or, in the case of members, any other proportion or number of voting members, not less than a majority, that the governing principles permit. The writing or writings described in this division shall be filed with or entered upon the records of the unincorporated nonprofit association. Any certificate with respect to the authorization or taking of any action described in this division that is required to be filed in the office of the secretary of state shall recite that the authorization or taking of that action was in a writing or writings approved and signed as specified in this section. (B) Any transmission by authorized communications equipment that contains an affirmative vote or approval of the person described in division (A) of this section is a signed writing for purposes of this section. The date on which that transmission by authorized communications equipment is sent is the date on which the writing is signed.
Ohio Rev. Code § 1706.765 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.765
§ 1706.765. Separate asset series-circumstances causing dissociation from series
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly A person is dissociated as a member associated with a series when any of the following occurs: (A) An event stated in the operating agreement as causing the person's dissociation from the series occurs. (B) The person is dissociated as a member of the limited liability company pursuant to section 1706.411 of the Revised Code. (C) The person is expelled as a member associated with that series pursuant to the operating agreement. (D) The person is expelled as a member associated with the series by the unanimous consent of the other members associated with that series and if any of the following applies: (1) It is unlawful to carry on the series' activities with the person as a member associated with that series. (2) The person is an entity and, within ninety days after the series notifies the person that it will be expelled as a member associated with that series because the person has filed a certificate of dissolution or the equivalent, or its right to transact business has been suspended by its jurisdiction of formation, the certificate of dissolution or the equivalent has not been revoked or its right to transact business has not been reinstated. (3) The person is an entity and, within ninety days after the series notifies the person that it will be expelled as a member associated with that series because the person has been dissolved and its activities are being wound up, the entity has not been reinstated or the dissolution and winding up have not been revoked or canceled. (E) On application by the series, the person is expelled as a member associated with that series by tribunal order for any of the following reasons: (1) The person has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, that series' activities. (2) The person has willfully or persistently committed, or is willfully or persistently committing, a material breach of the operating agreement or the person's duties or obligations under this chapter or other applicable law. (3) The person has engaged, or is engaging, in conduct relating to that series' activities that makes it not reasonably practicable to carry on the activities with the person as a member associated with that series. (F) In the case of a person who is an individual, the person dies, a guardian or general conservator is appointed for the person, or a tribunal determines that the person has otherwise become incapable of performing the person's duties as a member associated with a series under this chapter or the operating agreement. (G) The person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property. This division shall not apply to a person who is the sole remaining member associated with a series. (H) In the case of a person that is a trust or is acting as a member associated with a series by virtue of being a trustee of a trust, the trust's entire membership interest associated with the series is distributed, but not solely by reason of the substitution of a successor trustee. (I) In the case of a person that is an estate or is acting as a member associated with a series by virtue of being a personal representative of an estate, the estate's entire membership interest associated with the series is distributed, but not solely by reason of the substitution of a successor personal representative. (J) In the case of a member associated with a series that is not an individual, the legal existence of the person otherwise terminates.
Ohio Rev. Code § 1745.38 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.38
§ 1745.38. Association mortgages
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly The managers of an unincorporated nonprofit association may authorize any mortgage, pledge, or deed of trust of all or any of the property of the association of any description or any interest in the property, for the purpose of securing the payment or performance of any obligation or contract. Unless the governing principles or the terms of any trust on which the association holds any particular property provide otherwise, no vote or consent of the members of the association or authorization from the court under section 1715.39 of the Revised Code is necessary for that action.
Ohio Rev. Code § 1739.09 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.09
§ 1739.09. Annual report
Status: in_force

April 9, 1993 House Bill 689 - 119th General Assembly (A) Each multiple employer welfare arrangement operating a group self-insurance program, no later than the thirty-first day of March, shall make and file with the superintendent of insurance an annual report of its affairs and operations during the last preceding calendar year. The report shall be made pursuant to the forms, instructions, and manuals prescribed by the national association of insurance commissioners for the preparation of statutory financial statements and other financial information for domestic insurance companies other than life. However, the superintendent may modify such prescribed forms, instructions, and manuals as he considers necessary. (B) For circumstances not addressed by the forms, instructions, and manuals prescribed by the national association of insurance commissioners, the superintendent may determine accounting practices and methods for purposes of preparing statutory financial statements and other financial information. (C) For the purposes of preparing an annual report required under division (A) of this section, the arrangement shall report admitted assets in accordance with rules adopted by the superintendent in accordance with Chapter 119. of the Revised Code. (D) The superintendent may employ actuaries, accountants, or other professionals to assist in performing the review of the report filed pursuant to division (A) of this section. (E) At the request of the arrangement, the superintendent shall furnish a printed copy of the forms for the filing of statutory financial statements and other financial information required to be made by it under division (A) of this section. (F) No arrangement shall fail to file a report with the superintendent in compliance with division (A) of this section.
Ohio Rev. Code § 1745.41 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.41
§ 1745.41. Removal of managers and filling vacancies
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) The office of a manager becomes vacant if the manager dies or resigns. A resignation under this division takes effect immediately or at any other time that the manager may specify. (B) A manager may be removed from office pursuant to any procedure for removal from office provided in the governing principles. That removal from office creates a vacancy. (C) Unless the governing principles provide otherwise, the remaining managers, although less than a majority of the whole authorized number of managers, may by the vote of a majority of their number fill any vacancy in the office of manager for the unexpired term. For purposes of this section, a vacancy exists if the voting members increase the authorized number of managers but fail at the meeting at which that increase is authorized or an adjournment of the meeting to elect the additional managers provided for or if the voting members fail at any time to elect the whole authorized number of managers.
Ohio Rev. Code § 1782.47 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.47
§ 1782.47. Order of distribution
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly (A) Upon the winding up of a limited partnership, the assets shall be distributed in the following order: (1) To creditors, including partners, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners pursuant to section 1782.31 or 1782.34 of the Revised Code; (2) Except as otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions pursuant to section 1782.31 or 1782.34 of the Revised Code; (3) Except as otherwise provided in the partnership agreement, to partners first for the return of their contributions and second with respect to their partnership interests, in the proportions in which the partners share in distributions. (B) A limited partnership that has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations, that are known to the limited partnership and all claims and obligations that are known to the limited partnership but for which the identity of the claimant or obligee is unknown. If there are sufficient assets, the claims and obligations shall be paid in full, and any reasonable provision for payment shall be made in full. If there are insufficient assets, the claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in a partnership agreement, any remaining assets shall be distributed as provided in this chapter. No liquidating trustee winding up the affairs of a limited partnership who has complied with this section shall be personally liable to the claimants of the dissolved limited partnership by reason of his actions in winding up the limited partnership. A person named in a certificate of cancellation as a liquidating trustee shall not be subject to liability as a general partner by reason of being so named.
Ohio Rev. Code § 1782.46 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.46
§ 1782.46. Partners or court may wind up affairs
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly (A) Except as otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a liquidating trustee approved by the limited partners as provided in the partnership agreement, may wind up the affairs of the limited partnership. Upon application of any partner or his legal representative or assignee , the court of common pleas may wind up the affairs of the limited partnership or may cause its affairs to be wound up by a liquidating trustee appointed by the court. (B) Upon the dissolution of a limited partnership, the persons winding up the affairs of the limited partnership, in the name of and for and on behalf of the limited partnership, may do any or all of the following without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee: (1) Prosecute and defend any civil, criminal, or administrative suit; (2) Gradually settle and close the business of the limited partnership; (3) Dispose of and convey the property of the limited partnership; (4) Discharge or make reasonable provisions for the liabilities of the limited partnership; (5) Distribute to the partners any remaining assets of the limited partnership.
Ohio Rev. Code § 1733.08 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.08
§ 1733.08. Accepting articles by secretary of state
Status: in_force

July 29, 1998 House Bill 579 - 122nd General Assembly (A) When the articles and other documents relating to the credit union have been submitted to the secretary of state, the secretary of state shall accept the articles and other documents for filing and record the same by microfilm or by any authorized photostatic or digitized process. Evidence of the filing shall be returned to the credit union. (B) The legal existence of the credit union shall begin upon the filing of the articles with the secretary of state.
Ohio Rev. Code § 1721.05 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.05
§ 1721.05. Land for entrance
Status: in_force

January 1, 1966 Senate Bill 94 - 106th General Assembly When in the judgment of the officers of a cemetery association it is necessary to secure additional land for the purpose of making an entrance to its ground, or to improve an entrance already made, the officers may apply to the board of county commissioners of the county in which the cemetery is located for the appointment of appraisers. Upon such application being made, such board shall proceed in accordance with sections 163.01 to 163.22 , inclusive, of the Revised Code.
Ohio Rev. Code § 1707.162 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.162
§ 1707.162. State retirement system investment adviser license required
Status: in_force

December 14, 2004 Senate Bill 133 - 125th General Assembly (A) No person shall act as a state retirement system investment officer unless the person is licensed as a state retirement system investment officer by the division of securities. (B) No state retirement system investment officer shall act as a dealer, salesperson, investment advisor, or investment advisor representative.
Ohio Rev. Code § 1733.11 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.11
§ 1733.11. Action taken without meeting
Status: in_force

January 1, 1979 House Bill 356 - 112th General Assembly Unless the articles or regulations prohibit the authorization or taking of any action of the members or of the directors without a meeting, any action which may be authorized or taken at a meeting of the members or the directors may be authorized or taken by the respective body without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all of the directors or two-thirds of the voting members, who would be entitled to notice of meeting for such purpose or in the case of members, such other proportion or number of voting members, not less than a majority, as the articles or regulations require. Any such writing shall be filed with or entered upon the records of the credit union. Any certificate with respect to the authorization or taking of any such action, which is required to be filed in the office of the superintendent of credit unions or the secretary of state, shall recite that the authorization or taking of such action was in a writing or writings approved and signed as specified in this section.
Ohio Rev. Code § 1703.13 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.13
§ 1703.13. Temporary license
Status: in_force

October 20, 1978 House Bill 297 - 112th General Assembly Any foreign corporation which would be entitled to make application for and procure a license to transact business in this state under sections 1703.01 to 1703.31 of the Revised Code, may procure from the secretary of state a temporary license to transact business in this state upon filing with the secretary of state the application and certificate of good standing or subsistence required by such sections and paying to him a filing fee of one hundred twenty-five dollars. Such license shall be evidenced by a license certificate issued by the secretary of state entitling such corporation to transact business in this state for a period of six months from the date of such certificate. A corporation so licensed shall not be required to file any other reports or pay any other fees required by sections 1703.01 to 1703.31 of the Revised Code, but shall be subject to all other provisions of such sections. No foreign corporation shall be granted more than two temporary licenses within any period of three years.
Ohio Rev. Code § 1751.33 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.33
§ 1751.33. Information to be provided to subscribers
Status: in_force

December 26, 2011 House Bill 218 - 129th General Assembly (A) Each health insuring corporation shall provide to its subscribers a description of the health insuring corporation, its method of operation, its service area, its most recent provider list, its complaint procedure established pursuant to section 1751.19 of the Revised Code, and a description of its utilization review, internal review, and external review processes established under sections 1751.77 to 1751.83 and Chapter 3922. of the Revised Code. A health insuring corporation may satisfy this requirement by delivering to its subscribers a document that identifies a web site where the subscriber may view this information. At the request of the subscriber, a health insuring corporation shall provide this information in hard copy by mail. A health insuring corporation providing basic health care services or supplemental health care services shall provide this information annually. A health insuring corporation providing only specialty health care services shall provide this information biennially. (B) Each health insuring corporation, upon the request of a subscriber, shall make available its most recent statutory financial statement.
Ohio Rev. Code § 1715.33 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.33
§ 1715.33. Ratification of consolidation agreement
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly No agreement for the consolidation of charitable, benevolent, or educational organizations under section 1715.32 of the Revised Code shall be valid until it has been submitted to a separate meeting of the members of each of the component organizations, of which meeting notice has been given according to the form and usage for calling meetings of the component organizations concerned, and ratified by a two-thirds vote of the members present at said meeting, in person or by proxy, entitled to vote according to the regulations or usages of such organizations. In case any of such organizations does not have members, then said agreement shall not be valid until it has been submitted to a meeting of such persons as are authorized to elect the governing body of such organization, of which meeting notice has been given as provided in the preceding sentence, and ratified by two thirds of such persons present at said meeting. When such agreement has been ratified by each organization which is a party to the proposed united corporation, the clerk or secretary of the ratifying meeting shall certify the record of the proceedings of such meeting and deliver it to the clerk or secretary of the first meeting of the united corporation.
Ohio Rev. Code § 1745.14 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.14
§ 1745.14. Service of process
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly In an action or proceeding against an unincorporated nonprofit association, a summons and complaint or other process may be served on an agent authorized by appointment to receive service of process or a manager of the association or in any other manner authorized by the law of this state.
Ohio Rev. Code § 1715.14 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.14
§ 1715.14. Sale of real property of extinct corporation
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly When a parish, congregation, or society becomes extinct by reason of the death or dispersion of its members, the court of common pleas of the county in which any real property of such extinct parish, congregation, or society is situated may, upon the petition of the board of trustees of the denomination to which the extinct parish, congregation, or society belonged, make an order for the sale of such real property, whether built upon or otherwise improved or not. The proceeds of the sale shall go to, and be for the benefit of, the denomination represented by such board, within the territorial limits represented by the body by which its members were appointed. The purchaser shall be vested with as complete a title to the property as the character of the original grant to such parish, congregation, or society will allow. This section does not limit or restrict the powers conferred upon such board by section 1715.12 of the Revised Code. When the petition is filed all persons who have a vested, contingent, or reversionary interest in such real estate shall be made parties thereto, and shall be notified of the filing and pendency thereof, in the manner provided by law in cases of the partition of real estate. The court may make such order as to costs as it deems just. All money derived from such sale shall be placed in the custody of the board of trustees of the presbytery, synod, conference, diocese, or other ecclesiastical body having jurisdiction in the territorial limits in which the property was located, and such board shall hold such money in trust for ten years, or for such period as is prescribed by the law of the denomination. If within that time another parish, congregation, or society of the same denomination is organized in the same locality, then the court which authorized the sale of the property, upon proper application and evidence, may authorize the turning over of the money to the board of trustees of the new organization. Otherwise it shall become a part of the funds of the presbytery, synod, conference, diocese, or other ecclesiastical body having such territorial jurisdiction.
Ohio Rev. Code § 1713.16 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.16
§ 1713.16. Reclassification and reapportionment of trustees
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly If the number of conferences or other religious bodies patronizing a university or college referred to in section 1713.12 of the Revised Code shall at any time be increased or decreased, the board of trustees of such university or college may reclassify the trustees of said bodies by an equal reduction of the number in each such class when a new conference or other religious body becomes a patronizing body and by an equal increase of the number in each such class when a conference or other religious body ceases to be a patronizing body. Whenever, by reason of a change in the number of patronizing conferences or religious bodies, it becomes necessary to reclassify the trustees in said board, and whenever said board deems it proper, for any other reason, to increase or decrease its total membership within the limits established by section 1713.13 of the Revised Code, the board, a lawful quorum being present, shall by appropriate resolution designate the number of trustees apportioned to each class and certify such apportionment to each patronizing conference or other religious body and to such alumni association, and all vacancies in such class thereafter shall be filled in accordance with such apportionment.
Ohio Rev. Code § 1701.641 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.641
§ 1701.641. Fiduciary duties of officers
Status: in_force

July 6, 2016 Senate Bill 181 - 131st General Assembly (A) Unless the articles, the regulations, or a written agreement with an officer establishes additional fiduciary duties, the only fiduciary duties of an officer are the duties to the corporation set forth in division (B) of this section. (B) An officer shall perform the officer's duties to the corporation in good faith, in a manner the officer reasonably believes to be in or not opposed to the best interests of the corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing an officer's duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by any of the following: (1) One or more directors, officers, or employees of the corporation who the officer reasonably believes are reliable and competent in the matters prepared or presented; (2) Counsel, public accountants, or other persons as to matters that the officer reasonably believes are within the person's professional or expert competence. (C) For purposes of this section, both of the following apply: (1) In any action brought against an officer, the officer shall not be found to have violated the officer's duties under division (B) of this section unless it is proved by clear and convincing evidence that the officer has not acted in good faith, in a manner the officer reasonably believes to be in or not opposed to the best interests of the corporation, or with the care that an ordinarily prudent person in a like position would use under similar circumstances. (2) An officer shall not be considered to be acting in good faith if the officer has knowledge concerning the matter in question that would cause reliance on information, opinions, reports, or statements that are prepared or presented by any of the persons described in division (B)(1) or (2) of this section to be unwarranted. (D) An officer shall be liable in damages for a violation of the officer's duties under division (B) of this section only if it is proved by clear and convincing evidence in a court of competent jurisdiction that the officer's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation. This division does not apply if, and only to the extent that, at the time of an officer's act or omission that is the subject of the complaint, either of the following is true: (1) The articles or the regulations of the corporation state by specific reference to division (D) of this section that the provisions of this division do not apply to the corporation. (2) A written agreement between the officer and the corporation states by specific reference to division (D) of this section that the provisions of this division do not apply to the officer. (E) Nothing in this section affects the duties of an officer who acts in any capacity other than the officer's capacity as an officer. Nothing in this section affects any contractual obligations of an officer to the corporation.
Ohio Rev. Code § 1745.46 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.46
§ 1745.46. Merger or consolidation into domestic unincorporated nonprofit association
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A)(1) Pursuant to an agreement of merger, an unincorporated nonprofit association and one or more additional domestic or foreign entities may be merged into a surviving unincorporated nonprofit association. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new unincorporated nonprofit association. If any constituent entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, the merger or consolidation also must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (2) To effect a merger or consolidation under this section, the manager or managers of each constituent unincorporated nonprofit association shall approve an agreement of merger or consolidation to be signed by the manager, the chairperson, the president, or a vice-president and by the secretary or an assistant secretary or, if there are no officers, by one or more authorized managers. The agreement of merger or consolidation shall be approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (3) The agreement of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (b) That the named constituent entities have agreed to merge into a specified constituent unincorporated nonprofit association, designated in this section as the surviving unincorporated nonprofit association, or that the named constituent entities have agreed to consolidate into a new unincorporated nonprofit association to be formed by the consolidation, designated in this section as the new unincorporated nonprofit association; (c) All statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists; (d) The name of the surviving or new unincorporated nonprofit association, which may be the same as or similar to that of any constituent unincorporated nonprofit association; (e) The place in this state where the principal office of the surviving or new unincorporated nonprofit association is to be located; (f) The names and addresses of the first managers and officers, if any, of the surviving or new unincorporated nonprofit association and, if desired, their term or terms of office; (g) The name and address of the statutory agent, if any, upon whom any process, notice, or demand against any constituent entity or the surviving or new unincorporated nonprofit association may be served; (h) The terms of the merger or consolidation and the mode of carrying those terms into effect; (i) The governing principles of the surviving or new unincorporated nonprofit association or a provision to the effect that the governing principles of a specified constituent unincorporated nonprofit association shall be the governing principles of the surviving or new unincorporated nonprofit association or to the effect that the voting members or the managers of the surviving or new unincorporated nonprofit association may adopt governing principles, or any combination of them. (4) The agreement of merger or consolidation also may set forth any of the following: (a) The specification of a date, which may be the date of the filing of the agreement or a date subsequent to that date of filing, upon which the merger or consolidation shall become effective; (b) A provision conferring upon the managers of one or more of the constituent unincorporated nonprofit associations or the comparable representatives of any other constituent entity the power to abandon the merger or consolidation prior to the filing of the agreement; (c) Any additional provision permitted to be included in the governing principles of a newly formed unincorporated nonprofit association; (d) Any additional provision considered necessary or desirable with respect to the proposed merger or consolidation. (B)(1) A merger or consolidation in which a public benefit association is one of the constituent entities shall be approved by the court of common pleas of the county in this state in which the principal office of the public benefit association is located in a proceeding of which the attorney general's charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding and in which the attorney general may intervene as of right. No approval by the court under division (B)(1) of this section is required if either of the following applies: (a) A public benefit association is the surviving entity in the case of a merger and continues to be a public benefit association or is the new unincorporated nonprofit association in the case of a consolidation and continues to be a public benefit association. (b) A public benefit association is not the surviving entity in the case of a merger or is not the new unincorporated nonprofit association in the case of a consolidation, and all of the following apply: (i) On or prior to the effective date of the merger or consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit association or the fair market value of the public benefit association if it is to be operated as a business concern, are transferred or conveyed to one or more persons that would have received its assets under division (D)(2) of section 1745.52 of the Revised Code had it voluntarily dissolved. (ii) The public benefit association returns, transfers, or conveys any assets held by it upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger or consolidation, in accordance with that condition. (iii) The merger or consolidation is approved by a majority of managers of the public benefit association who will not receive any financial or other benefit, directly or indirectly, as a result of the merger or consolidation or by agreement, and who are not and will not as a result of the merger or consolidation become members, partners, or other owners, however denominated, of, shareholders in, managers, officers, employees, agents, or other representatives of, or consultants to, the surviving or new entity. (2) At least twenty days before consummation of any merger or consolidation of a public benefit association pursuant to division (B)(1)(b) of this section, written notice shall be delivered to the attorney general's charitable law section. The notice shall include a copy of the proposed plan of merger or consolidation. The attorney general's charitable law section may review a proposed merger or consolidation of a public benefit association under division (B)(1)(b) of this section. The attorney general may require pursuant to section 109.24 of the Revised Code the production of the documents necessary for review of a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may retain, at the expense of the public benefit association, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may extend the date of any merger or consolidation of a public benefit association under division (B)(1)(b) of this section for a period not to exceed sixty days and shall provide notice of that extension to the public benefit association. The notice shall set forth the reasons necessitating the extension. (3) No member, other than a member that is a public benefit entity, or manager of a public benefit association in that person's capacity as a member or manager may receive or keep anything as a result of a merger or consolidation other than as a member or manager in the surviving or new public benefit association without the prior written consent of the attorney general or of the court of common pleas of the county in this state in which the principal office of the public benefit association is located in a proceeding in which the attorney general's charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding and in which the attorney general may intervene as of right. The court shall approve the transaction if it is in the public interest. (4) The attorney general may institute a civil action to enforce the requirements of divisions (B)(1), (2), and (3) of this section in the court of common pleas of the county in this state in which the principal office of the public benefit association is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies.
Ohio Rev. Code § 1715.31 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.31
§ 1715.31. Provisions in articles for fiscal trustees
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly A benevolent or charitable association incorporated under general or special law and coming within the purview of section 1715.29 of the Revised Code, may accept the provisions of sections 1715.29 and 1715.30 of the Revised Code by a vote of the majority of the members present at a regular meeting. When a certified copy of such acceptance is filed in the office of the secretary of state, such sections shall be a part of its charter. If such association is being newly formed, it may make such sections part of its articles of incorporation.
Ohio Rev. Code § 1724.02 — Ohio Revised Code / Title 17 / Chapter 1724 / § 1724.02
§ 1724.02. Powers of corporation
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly (A) In furtherance of the purposes set forth in section 1724.01 of the Revised Code, a community improvement corporation shall have the following powers: (1)(a) To borrow money for any of the purposes of the community improvement corporation by means of loans, lines of credit, or any other financial instruments or securities, including the issuance of its bonds, debentures, notes, or other evidences of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust, or other lien on its property, franchises, rights, and privileges of every kind and nature or any part thereof or interest therein; and (b) If the community improvement corporation is a county land reutilization corporation, the corporation may request, by resolution: (i) That the board of county commissioners of the county served by the corporation pledge a specifically identified source or sources of revenue pursuant to division (C) of section 307.78 of the Revised Code as security for such borrowing by the corporation; and (ii)(I) If the land subject to reutilization is located within an unincorporated area of the county, that the board of county commissioners issue notes under section 307.082 of the Revised Code for the purpose of constructing public infrastructure improvements and take other actions as the board determines are in the interest of the county and are authorized under sections 5709.78 to 5709.81 of the Revised Code or bonds or notes under section 5709.81 of the Revised Code for the refunding purposes set forth in that section; or (II) If the land subject to reutilization is located within the corporate boundaries of a municipal corporation, that the municipal corporation issue bonds for the purpose of constructing public infrastructure improvements and take such other actions as the municipal corporation determines are in its interest and are authorized under sections 5709.40 to 5709.43 of the Revised Code. (2) To make loans to any person, firm, partnership, corporation, joint stock company, association, or trust, and to establish and regulate the terms and conditions with respect to any such loans; provided that an economic development corporation shall not approve any application for a loan unless and until the person applying for said loan shows that the person has applied for the loan through ordinary banking or commercial channels and that the loan has been refused by at least one bank or other financial institution. Nothing in this division shall preclude a county land reutilization corporation from making revolving loans to community development corporations, private entities, or any person for the purposes contained in the corporation's plan under section 1724.10 of the Revised Code. (3) To purchase, receive, hold, manage, lease, lease-purchase, or otherwise acquire and to sell, convey, transfer, lease, sublease, or otherwise dispose of real and personal property, together with such rights and privileges as may be incidental and appurtenant thereto and the use thereof, including but not restricted to, any real or personal property acquired by the community improvement corporation from time to time in the satisfaction of debts or enforcement of obligations, and to enter into contracts with third parties, including the federal government, the state, any political subdivision, or any other entity. A county land reutilization corporation shall not acquire an interest in real property if such acquisition causes the number of occupied real properties held by the corporation to exceed the greater of either fifty properties or twenty-five per cent of all real property held by the corporation for reutilization, reclamation, or rehabilitation. For the purposes of this division, "occupied real properties" includes all real properties that are not unoccupied as that term is defined in section 323.65 of the Revised Code. (4) To acquire the good will, business, rights, real and personal property, and other assets, or any part thereof, or interest therein, of any persons, firms, partnerships, corporations, joint stock companies, associations, or trusts, and to assume, undertake, or pay the obligations, debts, and liabilities of any such person, firm, partnership, corporation, joint stock company, association, or trust; to acquire, reclaim, manage, or contract for the management of improved or unimproved and underutilized real estate for the purpose of constructing industrial plants, other business establishments, or housing thereon, or causing the same to occur, for the purpose of assembling and enhancing utilization of the real estate, or for the purpose of disposing of such real estate to others in whole or in part for the construction of industrial plants, other business establishments, or housing; and to acquire, reclaim, manage, contract for the management of, construct or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease, sublease, or otherwise dispose of industrial plants, business establishments, or housing. (5) To acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the stock, shares, bonds, debentures, notes, or other securities and evidences of interest in, or indebtedness of, any person, firm, corporation, joint stock company, association, or trust, and while the owner or holder thereof, to exercise all the rights, powers, and privileges of ownership, including the right to vote therein, provided that no tax revenue, if any, received by a community improvement corporation shall be used for such acquisition or subscription. (6) To mortgage, pledge, or otherwise encumber any property acquired pursuant to the powers contained in division (A)(3), (4), or (5) of this section. (7) Nothing in this section shall limit the right of a community improvement corporation to become a member of or a stockholder in a corporation formed under Chapter 1726. of the Revised Code. (8) To serve as an agent for grant applications and for the administration of grants, or to make applications as principal for grants for county land reutilization corporations. (9) To exercise the powers enumerated under Chapter 5722. of the Revised Code on behalf of a county that organizes or contracts with a county land reutilization corporation. (10) To engage in code enforcement and nuisance abatement, including, but not limited to, cutting grass and weeds, boarding up vacant or abandoned structures, and demolishing condemned structures on properties that are subject to a delinquent tax or assessment lien, or property for which a municipal corporation or township has contracted with a county land reutilization corporation to provide code enforcement or nuisance abatement assistance. (11) To charge fees or exchange in-kind goods or services for services rendered to political subdivisions and other persons or entities for whom services are rendered. (12) To employ and provide compensation for an executive director who shall manage the operations of a county land reutilization corporation and employ others for the benefit of the corporation as approved and funded by the board of directors. No employee of the corporation is or shall be deemed to be an employee of the political subdivision for whose benefit the corporation is organized solely because the employee is employed by the corporation. (13) To purchase tax certificates at auction, negotiated sale, or from a third party who purchased and is a holder of one or more tax certificates issued pursuant to sections 5721.30 to 5721.43 of the Revised Code. (14) To be assigned a mortgage on real property from a mortgagee in lieu of acquiring such real property subject to a mortgage. (15) To act as a portal operator for purposes of an OhioInvests offering under sections 1707.05 to 1707.058 of the Revised Code. (16) To do all acts and things necessary or convenient to carry out the purposes of section 1724.01 of the Revised Code and the powers especially created for a community improvement corporation in Chapter 1724. of the Revised Code, including, but not limited to, contracting with the federal government, the state or any political subdivision, a board of county commissioners pursuant to section 307.07 of the Revised Code, a county auditor pursuant to section 319.10 of the Revised Code, a county treasurer pursuant to section 321.49 of the Revised Code, and any other party, whether nonprofit or for-profit. An employee of a board of county commissioners, county auditor, or county treasurer who, pursuant to a contract entered into in accordance with section 307.07 , 319.10 , or 321.49 of the Revised Code, provides services to a county land reutilization corporation shall remain an employee of the county during the provision of those services. (B) The powers enumerated in this chapter shall not be construed to limit the general powers of a community improvement corporation. The powers granted under this chapter are in addition to those powers granted by any other chapter of the Revised Code, but, as to a county land reutilization corporation, shall be used only for the purposes enumerated under division (B)(2) of section 1724.01 of the Revised Code. (C) Ownership of real property by an economic development corporation does not constitute public ownership unless the economic development corporation has applied for and been granted a tax exemption for the property under section 5709.08 of the Revised Code.
Ohio Rev. Code § 1701.32 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.32
§ 1701.32. Surplus
Status: in_force

November 22, 1986 House Bill 902 - 116th General Assembly (A) The surplus of a corporation is the excess of its assets over its liabilities plus stated capital, if any. The earned surplus of a corporation is the net balance of its net profits, income, gains, and losses from the date of incorporation, except as otherwise provided in this section, or from the latest date on which a deficit in earned surplus was eliminated by application of capital surplus or otherwise, after deducting distributions to shareholders and transfers to stated capital and capital surplus to the extent that such distributions and transfers are made out of earned surplus. Surplus other than earned surplus is capital surplus. Determinations under this section may be based upon financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances, and may make use of the equity method of accounting. (B) Capital surplus shall be classified according to its derivation and so shown on the books of the corporation, and each balance sheet shall show separately any capital surplus arising from unrealized appreciation of assets, other capital surplus, and earned surplus. (C) If a corporation accepts a voluntary contribution of property other than its own issued shares, the directors may order all or a part of the fair value of such property to the corporation, as determined by the directors, to be entered on its books, and thereby create or add to capital surplus. (D) In addition to any determination permitted under division (A) of this section, if the directors of a corporation determine that tangible or intangible assets of the corporation have a fair value to it in excess of the amount at which they are carried on its books, they may order all or a part of such excess so determined to be entered on its books, and thereby create or add to capital surplus. (E) In addition to any determination permitted under division (A) of this section, the directors of a corporation that owns shares in another domestic or foreign corporation may, if they believe in good faith that the books of the issuing corporation are kept according to generally accepted accounting principles, order such shares to be carried on the books of the corporation owning them at the value shown on the books of the issuing corporation, and thereby create or add to the capital surplus of the corporation owning such shares. When shares are carried on such basis, the balance sheets of the corporation owning them shall contain a statement to that effect. (F) The directors may order transfers from any surplus however created to stated capital of shares with or without par value, and from earned surplus to capital surplus. (G) Pursuant to a resolution adopted by the affirmative vote of the holders of two-thirds of the shares of each class, regardless of limitations or restrictions in the articles on the voting rights of the shares of any such class or, if the articles so provide or permit, a greater or lesser proportion, but not less than a majority, of the shares of any class, a corporation may apply all or any part of capital surplus to the reduction or writing off of any deficit in earned surplus, or to the creation of a reserve for any proper purpose, and thereby make available for dividends or distributions, without notice to the shareholders as to the source of such dividends or distributions, any earned surplus remaining, or thereafter arising, but in case such action is taken, a record of it shall be made on the books of the corporation and shall appear on each balance sheet of the corporation for a period of not less than five years thereafter. (H)(1) In the case of a merger of one or more domestic or foreign corporations into a domestic surviving corporation, the directors of the surviving corporation may order entered on its books all or part of the earned surplus of the other constituent corporations, diminished by any deficit in earned surplus of any constituent corporation, and thereby create, add to, or diminish the earned surplus of the surviving corporation. (2) In the case of a consolidation of a domestic corporation with one or more domestic or foreign corporations into a new domestic corporation, the directors of the new corporation may order entered on its books all or part of the earned surplus of each of the constituent corporations, diminished by any deficit in earned surplus of any constituent corporation, and thereby create earned surplus of the new corporation. (3) In the case of a combination, the directors of the acquiring corporation may order entered on its books all or part of the earned surplus of the transferor corporations, diminished by any deficit in earned surplus of any such corporation, and thereby create, add to, or diminish the earned surplus of the acquiring corporation. (4) In the case of a dissolution of a domestic or foreign subsidiary corporation, all shares of which are owned by a domestic corporation, the directors of the parent corporation may order entered on its books all or part of the earned surplus of the subsidiary and thereby create or add to the earned surplus of the parent. (5) The action of the directors of a corporation in creating or adding to earned surplus, as provided in this division, must be taken, if at all, not later than ninety days after the end of the fiscal year of such corporation in which the merger, consolidation, combination, or dissolution becomes effective.
Ohio Rev. Code § 1726.06 — Ohio Revised Code / Title 17 / Chapter 1726 / § 1726.06
§ 1726.06. Requesting membership
Status: in_force

January 9, 1961 House Bill 1 - 104th General Assembly Any financial institution may request membership in a corporation incorporated under Chapter 1726. of the Revised Code by making application to the board of directors of the corporation on a form and in such manner as said board of directors may require, and membership shall become effective upon acceptance of such application by said board. Upon written notice given to the corporation, one year in advance, a member may withdraw from membership in the corporation at the expiration date of said notice. Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors of the corporation subject to the following conditions: (A) The loan limit for any member shall be established initially by agreement between such member and the corporation at the time such member's membership becomes effective and may thereafter be increased by agreement between such member and the corporation, or decreased by agreement after written notice of such decrease given to the corporation one year in advance. (B) No loans to the corporation shall be made if immediately thereafter, the total amount of the obligations of the corporation would exceed ten times the amount then paid in on the outstanding shares of the corporation. (C) The total amount outstanding on loans to the corporation made by any member at any one time, when added to the amount of the investment in the shares of the corporation then held by such member, shall not exceed the following limits, to be determined as of the time such member becomes a member on the basis of the audited balance sheet of such member at the close of its fiscal year immediately preceding its application for membership: two per cent of the capital and surplus of commercial banks and trust companies; and such limits as may be approved by the board of directors of the corporation for other financial institutions. (D) Each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limit of all members. The adjusted loan limit of a member shall be the amount of such member's loan limit, reduced by the balance of outstanding loans by such member to the corporation and the investment in shares of the corporation held by such member at the time of such call. (E) All loans to the corporation by member shall be evidenced by bonds, debentures, notes, or other evidences of indebtedness of the corporation, which shall be negotiable and which shall bear interest at a rate of not less than one quarter of one per cent in excess of the rate of interest determined by the board of directors of the corporation to be the prime rate prevailing at the date of issuance thereof on unsecured commercial loans.
Ohio Rev. Code § 1751.34 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.34
§ 1751.34. Examinations by superintendent and director
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly (A) Each health insuring corporation and each applicant for a certificate of authority under this chapter shall be subject to examination by the superintendent of insurance in accordance with section 3901.07 of the Revised Code. Section 3901.07 of the Revised Code shall govern every aspect of the examination, including the circumstances under and frequency with which it is conducted, the authority of the superintendent and any examiner or other person appointed by the superintendent, the liability for the assessment of expenses incurred in conducting the examination, and the remittance of the assessment to the department of insurance operating fund. (B) The superintendent shall make an examination concerning the matters subject to the superintendent's consideration in section 1751.04 of the Revised Code as often as the superintendent considers it necessary for the protection of the interests of the people of this state. The expenses of such examinations shall be assessed against the health insuring corporation being examined in the manner in which expenses of examinations are assessed against an insurance company under section 3901.07 of the Revised Code. Nothing in this division requires the superintendent to make an examination of any of the following: (1) A health insuring corporation that covers solely medicaid recipients; (2) A health insuring corporation that covers solely medicare beneficiaries; (3) A health insuring corporation that covers solely medicaid recipients and medicare beneficiaries. (C) An examination, pursuant to section 3901.07 of the Revised Code, of an insurance company holding a certificate of authority under this chapter to organize and operate a health insuring corporation shall include an examination of the health insuring corporation pursuant to this section and the examination shall satisfy the requirements of divisions (A) and (B) of this section. (D) The superintendent may conduct market conduct examinations pursuant to section 3901.011 of the Revised Code of any health insuring corporation as often as the superintendent considers it necessary for the protection of the interests of subscribers and enrollees. The expenses of such market conduct examinations shall be assessed against the health insuring corporation being examined. All costs, assessments, or fines collected under this division shall be paid into the state treasury to the credit of the department of insurance operating fund. Last updated September 19, 2023 at 2:54 PM
Ohio Rev. Code § 1706.474 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.474
§ 1706.474. Publication of dissolution
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the dissolved limited liability company present them in accordance with the notice. (B) The notice described in division (A) of this section shall meet all of the following requirements: (1) It shall be posted prominently on the principal web site then maintained by the limited liability company, if any, and provided to the secretary of state to be posted on the web site maintained by the secretary of state in accordance with division (J) of this section. The notice shall be considered published when posted on both web sites or, if the limited liability company does not then maintain a web site, when posted on the web site maintained by the secretary of state. (2) It shall describe the information that must be included in a claim and provide a mailing address to which the claim must be sent. (3) It shall state that if not sooner barred, a claim against the dissolved limited liability company will be barred unless a proceeding to enforce the claim is commenced within two years after the publication of the notice. (C) If a dissolved limited liability company publishes a notice in accordance with division (B) of this section, unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within two years after the publication of the notice: (1) A claimant who was not given notice under division (B) of section 1706.473 of the Revised Code; (2) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on by the dissolved limited liability company; (3) A claimant whose claim is contingent at the effective date of the dissolution of the limited liability company, or is based on an event occurring after the effective date of the dissolution of the limited liability company. (D) A claim that is not barred under this section, any other statute limiting actions, or section 1706.473 of the Revised Code may be enforced as follows: (1) Against a dissolved limited liability company, to the extent of its undistributed assets; (2) Except as provided in division (H) of this section, if the assets of a dissolved limited liability company have been distributed after dissolution, against a member or assignee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or assignee after dissolution, whichever is less. A person's total liability for all claims under division (D) of this section may not exceed the total amount of assets distributed to the person after dissolution of the limited liability company. (E) A dissolved limited liability company that published a notice under this section may file an application with the appropriate court in the county in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county in which the dissolved limited liability company's statutory agent is or was last located, for a determination of the amount and form of security to be provided for payment of the following claims: (1) Claims that are contingent; (2) Claims that have not been made known to the dissolved limited liability company; (3) Claims that are based on an event occurring after the effective date of the dissolution of the limited liability company but that, based on the facts known to the dissolved limited liability company, are reasonably estimated to arise after the effective date of the dissolution of the limited liability company. Provision need not be made for any claim that is or is reasonably anticipated to be barred under division (C) of this section. (F) Within ten days after the filing of the application provided for in division (E) of this section, notice of the proceeding shall be given by the dissolved limited liability company to each potential claimant as described in division (E) of this section. (G) The appropriate court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved limited liability company. (H) Provision by the dissolved limited liability company for security in the amount and the form ordered by the appropriate court under division (E) of this section shall satisfy the dissolved limited liability company's obligation with respect to claims that are contingent, have not been made known to the dissolved limited liability company, or are based on an event occurring after the effective date of the dissolution of the limited liability company. Such claims shall not be enforced against a person owning a membership interest to whom assets have been distributed by the dissolved limited liability company after the effective date of the dissolution of the limited liability company. (I) Nothing in this section shall be construed to extend any otherwise applicable statute of limitations. (J)(1) Except as provided in division (J)(2) of this section, the secretary of state shall make both of the following available to the public in a format that is searchable, viewable, and accessible through the internet: (a) A list of all limited liability companies that have filed certificates of dissolution; (b) For each dissolved limited liability company on the list described in division (J)(1)(a) of this section, a copy of both the certificate of dissolution and the notice delivered under division (B) of this section. (2) After the materials relating to any dissolved limited liability company have been posted for five years, the secretary of state may remove from the web site the information that the secretary posted pursuant to division (J)(1) of this section that relates to that dissolved company.
Ohio Rev. Code § 1702.07 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.07
§ 1702.07. Acceptance of articles of incorporation and other certificates - filing not constructive notice of contents
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly (A) When articles of incorporation and other certificates relating to the corporation are submitted to the secretary of state, the secretary of state shall, after finding that they comply with the provisions of this chapter, accept the articles and other certificates for filing and make a copy of the articles and other certificates by microfilm or by any authorized photostatic or digitized process. Evidence of the filing shall be returned to the person filing the articles or certificate. (B) All persons shall have the opportunity of acquiring knowledge of the contents of the articles and other certificates filed and recorded in the office of the secretary of state, but no person dealing with the corporation shall be charged with constructive notice of the contents of any such articles or certificates by reason of such filing or recording.
Ohio Rev. Code § 1776.22 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.22
§ 1776.22. Formation of partnership
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) Except as otherwise provided in division (B) of this section, any association of two or more persons to carry on as co-owners a business for-profit forms a partnership, whether or not the persons intend to form a partnership. (B) An association formed under a statute not included in this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter. (C) In determining whether a partnership is formed, the following rules apply: (1) Holding property in joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property. (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing the returns have a joint or common right or interest in property from which the returns are derived. (3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment for any of the following: (a) A debt by installments or otherwise; (b) Services as an independent contractor or wages or other compensation to an employee; (c) Rent; (d) An annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner; (e) Interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; (f) The sale of the goodwill of a business or other property by installments or otherwise.
Ohio Rev. Code § 1733.051 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.051
§ 1733.051. Grounds for termination of services
Status: in_force

March 20, 2019 House Bill 489 - 132nd General Assembly (A) The senior management officials of a credit union may terminate the membership of, or some or all services to, a member of the credit union, if the member does any of the following: (1) Causes a loss to the credit union; (2) Commits fraud or any similar misdeed against the credit union or against any person on the premises of the credit union; (3) Engages in inappropriate behavior involving another person, such as physical or verbal abuse of another member or an employee of the credit union; (4) Otherwise engages in conduct detrimental to the credit union. (B) A member that has its membership terminated or services suspended under division (A) of this section may, within ninety days after the termination or suspension, appeal the action to the board of directors of the credit union. The board may affirm, disaffirm, or modify the action, and its decision is final.
Ohio Rev. Code § 1701.64 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.64
§ 1701.64. Officers - authority and removal
Status: in_force

July 6, 2016 Senate Bill 181 - 131st General Assembly (A) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, one or more vice-presidents and such other officers and assistant officers as may be deemed necessary. The officers shall be elected by the directors. None of the officers need be a director unless the articles or the regulations otherwise provide or the directors determine that there is to be a chairperson of the board who is to be an officer. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the articles, the regulations, or the bylaws to be executed, acknowledged, or verified by two or more officers. Unless the articles or the regulations otherwise provide, all officers shall be elected annually. (B) Unless the articles or the regulations otherwise provide, and subject to the exceptions, applicable during an emergency, as that term is defined in section 1701.01 of the Revised Code, for which provision is made in division (F) of section 1701.11 of the Revised Code: (1) All officers, as between themselves and the corporation, shall respectively have such authority and perform such duties as are determined by the directors; (2) Any officer may be removed, with or without cause, by the directors without prejudice to the contract rights of such officer. The election or appointment of an officer for a given term, or a general provision in the articles, the regulations, or the bylaws with respect to term of office, shall not be deemed to create contract rights; (3) The directors may fill any vacancy in any office occurring from whatever reason.
Ohio Rev. Code § 1745.42 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.42
§ 1745.42. Interest of member, manager or officer in contract
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) Unless otherwise provided in the governing principles, the following apply: (1) No contract, action, or transaction is void or voidable with respect to an unincorporated nonprofit association because the contract, action, or transaction is between or affects the association and one or more of its members, managers, or officers or is between or affects the association and any other person in which one or more of the association's members, managers, or officers are members, managers, or officers or in which one or more of the association's members, managers, or officers have a financial or personal interest, or because one or more interested members, managers, or officers participate in or vote at the meeting of the members, the managers, or a committee of the managers that authorizes the contract, action, or transaction, if any of the following applies: (a) The material facts as to the member's, manager's, or officer's relationship or interest and as to the contract, action, or transaction are disclosed or are known to the managers or the committee, and the managers or committee, in good faith reasonably justified by the material facts, authorizes the contract, action, or transaction by the affirmative vote of a majority of the disinterested managers, even though the disinterested managers constitute less than a quorum of the managers or the committee. (b) The material facts as to the member's, manager's, or officer's relationship or interest and as to the contract, action, or transaction are disclosed or are known to the members entitled to vote on the contract, action, or transaction, and the contract, action, or transaction is specifically approved at a meeting of the members held for the purpose of voting on the contract, action, or transaction, by the affirmative vote of a majority of the voting members of the unincorporated nonprofit association who are not interested in the contract, action, or transaction. (c) The contract, action, or transaction is fair as to the unincorporated nonprofit association as of the time it is authorized or approved by the managers, a committee of the managers, or the members. (2) Common or interested managers may be counted in determining the presence of a quorum at a meeting of the managers or a committee of the managers that authorizes the contract, action, or transaction. (3) The managers, by the affirmative vote of a majority of those in office and irrespective of any financial or personal interest of any of the managers, have the authority to establish reasonable compensation, which may include pension, disability, and death benefits, for services to the unincorporated nonprofit association by the managers and officers, or to delegate that authority to establish reasonable compensation to one or more officers or managers. (B) Divisions (A)(1) and (2) of this section do not limit or otherwise affect the liability of managers under section 1745.56 of the Revised Code. (C) For purposes of division (A) of this section, a manager is not an interested manager solely because the subject of a contract, action, or transaction may involve or effect a change in control of the unincorporated nonprofit association or the manager's continuation in office as a manager of the association. (D) For purposes of this section, "action" means a resolution that is adopted by the managers or a committee of the managers.
Ohio Rev. Code § 1702.57 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.57
§ 1702.57. Exercise of expired powers
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly No person shall exercise or attempt to exercise any rights, privileges, immunities, powers, franchises, or authority under the articles of a domestic corporation after such articles have been canceled or after such corporation has been dissolved or after the period of existence of the corporation specified in its articles has expired, except such acts as are incident to the winding up of the affairs of such corporation, or are required to obtain reinstatement of the articles in accordance with section 1702.06 , 1702.59 , or 1724.06 of the Revised Code, or are permitted upon reinstatement by division (C) of section 1702.60 of the Revised Code.
Ohio Rev. Code § 1709.01 — Ohio Revised Code / Title 17 / Chapter 1709 / § 1709.01
§ 1709.01. Uniform transfer-on-death security registration act definitions
Status: in_force

June 23, 1994 House Bill 208 - 120th General Assembly As used in sections 1709.01 to 1709.11 of the Revised Code, unless the context otherwise requires: (A) "Beneficiary form" means a registration of a security that indicates the present owner of the security and the intention of the present owner regarding the person who will become the owner of the security upon the death of the present owner. (B) "Devisee" means any person designated in a will to receive a disposition of real or personal property. (C) "Heirs" means those persons, including the surviving spouse of a decedent, who are entitled under the statutes of intestate succession to the property of an intestate decedent, including, when applicable, section 2105.06 of the Revised Code. (D) "Person" means an individual, a corporation, an organization, or other legal entity. (E) "Personal representative" includes an executor, administrator, successor personal representative, special administrator, and persons who perform substantially the same function under the law governing their status. (F) "Property" means anything that may be the subject of ownership, including, but not limited to, real and personal property and any interest in real or personal property. (G) "Register," including its derivatives, means to issue a certificate showing the ownership of a certificated security or, in the case of an uncertificated security, to initiate or transfer an account showing ownership of that security. (H) "Registering entity" means a person who originates or transfers a security title by registration and includes, but is not limited to, a financial institution maintaining security accounts for customers, a securities dealer or broker maintaining security accounts for customers, and a transfer agent or other person acting for or as an issuer of securities. (I) "Security" has the same meaning as in division (B) of section 1707.01 of the Revised Code and includes, but is not limited to, a certificated security, an uncertificated security, and a security account. (J) "Security account" means either of the following: (1) A reinvestment account associated with a security; a securities account with a financial institution or a securities dealer or broker and any cash balance in a brokerage account with a financial institution or a securities dealer or broker; or cash, interest, earnings, or dividends earned or declared on a security in an account, a reinvestment account, or a brokerage account, whether or not credited to the account before the owner's death; (2) A cash balance or other property held for or due to the owner of a security as a replacement for or product of an account security, whether or not credited to the account before the owner's death.
Ohio Rev. Code § 1715.54 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.54
§ 1715.54. Delegation of authority
Status: in_force

June 1, 2009 House Bill 522 - 127th General Assembly (A)(1) Subject to any specific limitation set forth in a gift instrument or in any other provision of law, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, in doing all of the following: (a) Selecting an agent; (b) Establishing the scope and terms of the delegation, consistent with the purposes of the institution and the institutional fund; (c) Periodically reviewing the agent's actions to monitor the agent's performance and compliance with the scope and terms of the delegation. (2) An agent, in performing a delegated function, shall owe a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation. By accepting delegation of a management or investment function from an institution that is subject to the laws of this state, an agent submits to the jurisdiction of the courts of this state in all proceedings arising from or related to the delegation or the performance of the delegated function. (3) An institution that complies with division (A)(1) of this section is not liable for the decisions or actions of an agent to which the function was delegated. (B) An institution may delegate management and investment functions to its committees, officers, or employees as otherwise provided by law.
Ohio Rev. Code § 1702.31 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.31
§ 1702.31. Meetings of directors - notice
Status: in_force

August 19, 2005 House Bill 42 - 126th General Assembly Unless otherwise provided in the articles, regulations, or bylaws, and subject to the exceptions applicable during an emergency for which provision is made in division (G) of section 1702.11 of the Revised Code: (A) Meetings of the directors may be called by the chairperson of the board, the president, any vice-president, or any two directors. (B) Meetings of the directors may be held at any place within or without the state, including by means of authorized communications equipment, unless the articles or regulations prohibit participation by directors at a meeting by means of authorized communications equipment. Participation in a meeting pursuant to this division constitutes presence at that meeting. (C) Notice of the place, if any, and time of each meeting of the directors shall be given to each director either by personal delivery or by mail, by overnight delivery service, or by means of authorized communications equipment at least two days before the meeting. That notice need not specify the purposes of the meeting. (D) Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at that meeting.
Ohio Rev. Code § 1713.60 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.60
§ 1713.60. Military leave of absence for student on active duty
Status: in_force

May 18, 2005 House Bill 426 - 125th General Assembly As used in this section, "active duty" means full-time duty in the active military service of the United States, including full-time training duty, annual training duty, and active state duty for members of the national guard. (A) Each institution of higher education that holds a certificate of authorization issued under this chapter shall grant a student a military leave of absence from the institution while the student is serving on active duty, and for one year after the conclusion of that service, if the student is a member of the United States national guard or other reserve component of the armed forces of the United States, or a member of those armed forces in a retired status, and is called to active duty. The student shall not suffer an academic penalty as a result of the leave of absence. (B) If requested by a student granted a military leave of absence pursuant to division (A) of this section not later than one year after the student's release from active duty, the institution in which the student is enrolled shall do either of the following, as elected by the student: (1) Credit tuition and fee charges toward a subsequent academic term in an amount that is one hundred per cent of what the student paid the institution for the academic term in which the student withdraws; (2) Refund tuition and fees paid for the academic term, provided the student withdraws before the withdraw date established by the institution. The refund shall equal one hundred per cent of the tuition and fee charges the student paid the institution for the academic term. If the student withdraws after the withdraw date established by the institution, the student is ineligible for a refund of tuition and fee charges. For the purposes of this section, the "withdraw date" shall be the same as the date set by the institution for its general student population to withdraw from the institution or a course or class without academic penalty. (C) If requested by a student granted a military leave of absence pursuant to division (A) of this section not later than one year after the student's release from active duty, the institution shall restore the student to the educational status the student had attained prior to being called to active duty without loss of academic credits earned, scholarships or grants awarded, or tuition and other fees paid prior to the commencement of active duty, except as provided in division (B) of this section. (D) If an institution fails to comply with this section, the student may bring an action against the institution to enforce its provisions in the court of common pleas of the county in which the student resides. If the student resides outside of this state, the action shall be brought in the court of common pleas of the county in which the campus of the institution previously attended by the student is located. The court may award reasonable attorney's fees and expenses if the student prevails in the action.
Ohio Rev. Code § 1702.20 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.20
§ 1702.20. Voting
Status: in_force

March 29, 2007 House Bill 699 - 126th General Assembly (A) Except as otherwise provided in the articles or the regulations, each member, regardless of class, shall be entitled to one vote on each matter properly submitted to the members for their vote, consent, waiver, release, or other action. (B) Unless the articles or the regulations provide otherwise, voting at elections and votes on other matters may be conducted by mail or by the use of authorized communications equipment. (C) Participation by a member in a meeting through the use of any of the means of communication described in division (B) of this section constitutes presence in person of that member at the meeting. The directors may adopt procedures and guidelines for the use of authorized communications equipment to permit the corporation to verify that a person is a voting member and to maintain a record of any vote. (D) Unless the articles or the regulations otherwise provide, no member who is a natural person shall vote or act by proxy.