Ohio Rev. Code § 1746.13 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.13
§ 1746.13. Liability to third persons - insurance
Status: in_force

March 18, 1983 Senate Bill 435 - 114th General Assembly (A) Liability to third persons for any act, omission, or obligation of a business trust that has made the filings described in section 1746.04 of the Revised Code or a trustee or trustees of a business trust when acting in such capacity, shall extend to the whole of the trust estate held by such trustee or trustees, or so much thereof as may be necessary to discharge such liability, but no such liability shall attach to the trustees, officers, employees, agents, or the holders of the shares of beneficial interest in such business trust for any such act, omission, or obligation. (B) A business trust that has made the filings described in section 1746.04 of the Revised Code may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee, shareholder, or agent of the business trust, or is or was serving at the request of the business trust as a director, trustee, officer, employee, or agent of another business trust, corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the trust instrument of the business trust contains provisions for indemnification of such person against such liability by the business trust. (C) The trust estate of a business trust that has made the filings described in section 1746.04 of the Revised Code is not liable for any act, omission, or obligation of either of the following: (1) Any holder of its shares of beneficial interest; (2) Any trustee when not acting in such capacity.
Ohio Rev. Code § 1707.20 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.20
§ 1707.20. Adopting, amending, and rescinding rules, forms, and orders
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly (A)(1) The division of securities may adopt, amend, and rescind such rules, forms, and orders as are necessary to carry out sections 1707.01 to 1707.50 of the Revised Code, including rules and forms governing registration statements, applications, and reports, and defining any terms, whether or not used in sections 1707.01 to 1707.50 of the Revised Code, insofar as the definitions are not inconsistent with these sections. For the purpose of rules and forms, the division may classify securities, persons, and matters within its jurisdiction, and prescribe different requirements for different classes. (2) Notwithstanding sections 121.71 to 121.75 of the Revised Code, the division may incorporate by reference into its rules any statute enacted by the United States congress or any rule, regulation, or form promulgated by the securities and exchange commission, or by another federal agency, in a manner that also incorporates all future amendments to the statute, rule, regulation, or form. (B) No rule, form, or order may be made, amended, or rescinded unless the division finds that the action is necessary or appropriate in the public interest or for the protection of investors, clients, prospective clients, state retirement systems, or the workers' compensation system and consistent with the purposes fairly intended by the policy and provisions of sections 1707.01 to 1707.50 of the Revised Code. In prescribing rules and forms and in otherwise administering sections 1707.01 to 1707.50 of the Revised Code, the division may cooperate with the securities administrators of the other states and the securities and exchange commission with a view of effectuating the policy of this section to achieve maximum uniformity in the form and content of registration statements, applications, reports, and overall securities regulation wherever practicable. (C) The division may by rule or order prescribe: (1) The form and content of financial statements required under sections 1707.01 to 1707.50 of the Revised Code; (2) The circumstances under which consolidated financial statements will be filed; (3) Whether any required financial statements shall be certified by independent or certified public accountants. All financial statements shall be prepared in accordance with generally accepted accounting practices. (D) All rules and forms of the division shall be published; and in addition to fulfilling the requirements of Chapter 119. of the Revised Code, the division shall prescribe, and shall publish and make available its rules regarding the sale of securities, the administration of sections 1707.01 to 1707.50 of the Revised Code, and the procedure and practice before the division. (E)(1) No provision of sections 1707.01 to 1707.50 of the Revised Code imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, or order of the division of securities, notwithstanding that the rule, form, or order may later be amended or rescinded or be determined by judicial or other authority to be invalid for any reason, except that the issuance of an order granting effectiveness to a registration under section 1707.09 or 1707.091 of the Revised Code for the purposes of this division shall not be deemed an order other than as the establishment of the fact of registration. (2) No provision of sections 1707.01 to 1707.50 of the Revised Code imposing any liability, penalty, sanction, or disqualification applies to any act done or omitted in good faith in conformity with either of the following: (a) Any provision of sections 1707.01 to 1707.50 of the Revised Code that incorporates by reference a federal statute, rule, regulation, or form; (b) Any rule, form, or order of the division that incorporates by reference a federal statute, rule, regulation, or form. Division (E)(2) of this section applies notwithstanding that the incorporation by reference, or any application of the incorporated provision, is later determined by judicial or other authority to be unconstitutional or invalid for any reason.
Ohio Rev. Code § 1715.25 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.25
§ 1715.25. Powers of young men's Christian association
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly An incorporated young men's Christian association may conduct such work and organize such department as its board of trustees deems necessary to attain the purposes of the association, and may organize through such board under such rules as such board adopts, branches which may become co-ordinate parts of the association. The association may receive dues, fees, fines, assessments, and contributions from the members and apply them to their designated use, and may accept legacies, devises, bequests, savings, donations, and other grants and administer them. The association may acquire, hold, convey, lease, encumber by mortgage, improve, and otherwise handle any real or personal property necessary or convenient to carry out its objects, but its property shall not be liable for any obligation contracted without the approval of such board. In all respects it may deal with minors the same as it deals with adults.
Ohio Rev. Code § 1747.12 — Ohio Revised Code / Title 17 / Chapter 1747 / § 1747.12
§ 1747.12. Violation effects
Status: in_force

July 17, 1978 House Bill 289 - 112th General Assembly (A) The failure of any real estate investment trust to be authorized to transact real estate business in this state does not affect the validity of any contract with such trust, or the validity of the title to any estate or interest in real property taken, held, or disposed of by such trust. No real estate investment trust that should have been so authorized, nor any persons on its behalf shall maintain any action in any court of this state until it has obtained such authority by filing with the secretary of state as required by division (B) or (C) of this section, paying the fee associated with the filing, and further paying to the secretary of state a forfeiture of one thousand dollars. (B) If such real estate investment trust has not been previously authorized to transact real estate business in this state or if its authority has been surrendered, it shall make the filings specified in divisions (A)(1) to (7) of section 1747.03 of the Revised Code and pay the specified fee for the filing. (C) If such real estate investment trust has been previously authorized to transact real estate business in this state and its authority has expired for failure to make the filings required by division (A)(8) of section 1747.03 of the Revised Code, it shall make such filings, and pay the specified fee for the filings. (D) Full compliance with this section prior to the bringing of an action to recover a forfeiture under section 1747.11 of the Revised Code constitutes a bar to such action.
Ohio Rev. Code § 1715.24 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.24
§ 1715.24. Management and control
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly An incorporated young men's Christian association may adopt a code of regulations for its government. The management and control of the association shall be vested in a board of five or more trustees. They may be elected for a term of not less than one nor more than five years, but the term of office of an equal number must expire each year. The board may provide rules for the business of the association and for the conduct of the association's members, departments, branches, committees, officers, employees, and guests.
Ohio Rev. Code § 1751.92 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.92
§ 1751.92. Compliance cost-sharing provisions
Status: in_force

October 17, 2019 House Bill 166 - 133rd General Assembly Each health insuring corporation shall comply with the requirements of section 3959.20 of the Revised Code as they pertain to health plan issuers. As used in this section, "health plan issuer" has the same meaning as in section 3922.01 of the Revised Code. Disclaimer Contact About
Ohio Rev. Code § 1729.12 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.12
§ 1729.12. Filing articles and certificates of amendment
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly (A) For filing articles of incorporation or a certificate of amendment of articles or a certificate of merger, consolidation, division, or dissolution, and with respect to the issuance of shares of stock, an association organized under this chapter shall pay to the secretary of state the fees imposed by section 111.16 of the Revised Code. In the case of a certificate of division, the filing fee shall be the same as for a certificate of merger or consolidation. (B) When the articles of incorporation, or a certificate of amendment of articles, or a certificate of merger, consolidation, conversion, division, or dissolution is filed with the secretary of state, the secretary of state shall, if the articles or certificate complies with this chapter, endorse approval thereon, the date of filing, a file number, and make a legible copy thereof by any authorized method. The original or a copy of the articles or certificate, certified by the secretary of state, shall be returned to the person filing the articles or certificate. (C) All persons shall have the opportunity to acquire a copy of the articles and other certificates filed and recorded in the office of the secretary of state, but no person dealing with the association shall be charged with constructive notice of the contents of any such articles or certificates by reason of the filing or recording.
Ohio Rev. Code § 1782.45 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.45
§ 1782.45. Decree of dissolution of partnership
Status: in_force

April 1, 1985 House Bill 607 - 115th General Assembly On application by or for a partner, the court of common pleas may decree the dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business of the limited partnership in conformity with the partnership agreement.
Ohio Rev. Code § 1751.80 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.80
§ 1751.80. Implementing utilization review programs
Status: in_force

October 1, 1998 House Bill 361 - 122nd General Assembly The utilization review program of a health insuring corporation shall be implemented in accordance with all of the following: (A) The program shall use documented clinical review criteria that are based on sound clinical evidence and are evaluated periodically to assure ongoing efficacy. A health insuring corporation may develop its own clinical review criteria or may purchase or license such criteria from qualified vendors. A health insuring corporation shall make its clinical review rationale available upon request to authorized government agencies. The rationale made available to authorized government agencies is confidential and is not a public record as defined in section 149.43 of the Revised Code. (B) Qualified providers shall administer the program and oversee review determinations. A clinical peer in the same, or in a similar, specialty as typically manages the medical condition, procedure, or treatment under review shall evaluate the clinical appropriateness of adverse determinations that are the subject of an appeal. (C) The health insuring corporation shall issue utilization review determinations in a timely manner pursuant to the requirements of sections 1751.81 and 1751.82 of the Revised Code and the enrollee grievance requirements. The health insuring corporation shall obtain information required to make a utilization review determination, including pertinent clinical information, and shall establish a process to ensure that utilization reviewers apply clinical review criteria consistently. (D) If the health insuring corporation delegates any utilization review activities to a utilization review organization, the health insuring corporation shall maintain adequate oversight, including a process by which the health insuring corporation evaluates the performance of the organization, and shall maintain copies of both of the following: (1) A written description of the organization's activities and responsibilities, including reporting requirements; (2) Evidence of formal approval of the organization's program by the health insuring corporation. (E) The health insuring corporation or its designee utilization review organization shall provide enrollees and participating providers with access to its review staff by means of a toll-free telephone number or collect-call telephone line. (F) When conducting prospective or concurrent review, the health insuring corporation or its designee utilization review organization shall collect only the information necessary to certify the admission, procedure or treatment, length of stay, frequency, and duration of health care services. (G) Compensation to persons providing utilization review services for the health insuring corporation shall not contain incentives, direct or indirect, for them to make inappropriate review decisions.
Ohio Rev. Code § 1747.03 — Ohio Revised Code / Title 17 / Chapter 1747 / § 1747.03
§ 1747.03. Filing with secretary of state before transacting business
Status: in_force

October 24, 2024 Senate Bill 98 - 135th General Assembly (A) Before transacting real estate business in this state, a real estate investment trust shall file the following report in the office of the secretary of state, on forms prescribed by the secretary of state: (1) An executed copy of the trust instrument or a true and correct copy of it, certified to be such by a trustee before an official authorized to administer oaths or by a public official in another state in whose office an executed copy is on file; (2) A list of the names and addresses of its trustees; (3) The address of its principal office; (4) In the case of a foreign real estate investment trust, the address of its principal office within this state, if any; (5) The business name of the trust; (6)(a) The name and primary residence or usual place of business address within this state of a designated agent upon whom process against the trust may be served; (b) As used in division (A)(6)(a) of this section, "usual place of business" means a place in this state that is customarily open during normal business hours and where an individual is generally present who is authorized to perform the services of a registered agent, including accepting service of process and other notifications for the person serving as a statutory agent. "Usual place of business" does not include a post office box, regardless of whether that post office box has an associated street address. (7) The irrevocable consent of the trust to service of process on its designated agent and to service of process upon the secretary of state if, without the registration of another agent with the secretary of state, its designated agent has died, resigned, lost authority, dissolved, become disqualified, or has removed from this state, or if its designated agent cannot, with due diligence, be found; (8) Not more than ninety days after the occurrence of any event causing any filing made pursuant to divisions (A)(2) to (6) of this section, or any previous filing made pursuant to this division, to be inaccurate or incomplete, all information necessary to maintain the accuracy and completeness of such filing. (B) For filings under this section, the secretary of state shall charge and collect the fee specified in division (T) of section 111.16 of the Revised Code, except for filings under division (A)(8) of this section pertaining solely to division (A)(6) of this section, for which the secretary of state shall charge and collect the fee specified in division (R) of section 111.16 of the Revised Code. (C) All persons shall be given the opportunity to acquire knowledge of the contents of the trust instrument and other information filed in the office of the secretary of state, but no person dealing with a real estate investment trust shall be charged with constructive notice of the contents of any such instrument or information by reason of such filing. (D) A copy of a trust instrument or other information filed in the office of the secretary of state is prima-facie evidence of the existence of the instrument or other information and of its contents, and is conclusive evidence of the existence of such record. (E) The agent designated pursuant to division (A)(6) of this section shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state. Last updated August 28, 2024 at 4:34 PM
Ohio Rev. Code § 1747.01 — Ohio Revised Code / Title 17 / Chapter 1747 / § 1747.01
§ 1747.01. Real estate investment trust definitions
Status: in_force

July 17, 1978 House Bill 289 - 112th General Assembly As used in Chapter 1747. of the Revised Code, unless the context otherwise requires: (A) "Real estate investment trust" means a trust created by an instrument, pursuant to common law or enabling legislation, under which any estate or interest in real property is held, managed, administered, controlled, invested, reinvested, or operated by a trustee or trustees for the benefit and profit of persons who are or may become the holders of transferable certificates of beneficial interest, issued pursuant to the provisions of the trust instrument, such transferability being either restricted or unrestricted, which trust intends to comply or has at any time complied or intended to comply with sections 856, 857, and 858 of the " Interal Revenue Code of 1954," 68A Stat. 3, 26 U.S.C. 1, as now or hereafter amended. (B) "Domestic real estate investment trust" means a real estate investment trust organized in this state. (C) "Foreign real estate investment trust" means a real estate investment trust organized in another state. (D) "State" means the United States, any state, territory, insular possession, or other political subdivision of the United States, including the District of Columbia. (E) "Trust instrument" means the instrument creating a real estate investment trust, including any amendments to it. (F) "To transact real estate business in this state" means to take, hold, or dispose of any estate or interest in real property situated in this state. (G) "Certificate of beneficial interest" means a certificate issued by a real estate investment trust evidencing a beneficial interest in the trust.
Ohio Rev. Code § 1721.09 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.09
§ 1721.09. Plat and use of grounds
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Every cemetery company or association shall cause a plat of its grounds and of the lots laid out by it to be made and to be recorded or filed in the office of the county recorder of the county in which they are situated, numbering the lots by regular consecutive numbers. It may inclose, improve, and adorn the grounds and avenues, erect buildings for its use, prescribe rules for inclosing and adorning lots and for erecting monuments in the cemetery, and prohibit any use, division, improvement, or adornment of a lot. An annual exhibit shall be made of the affairs of the company or association.
Ohio Rev. Code § 1733.292 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.292
§ 1733.292. Process for retention of documents - approval - use as evidence
Status: in_force

September 11, 2008 Senate Bill 247 - 127th General Assembly (A) A credit union may, for any business purpose, retain a document, paper, or other instrument or record by use of a process to record, copy, photograph, or store a representation of the original document, paper, or other instrument or record, if all of the following apply: (1) The process correctly and accurately copies or reproduces, or provides a means for correctly and accurately copying or reproducing, the original document, paper, or other instrument or record with regard to both its substance and appearance, except the copy or reproduction need not reflect the original paper or other medium, size, or color, unless the medium, size, or color is necessary to establish the authenticity of the original. (2) The process does not permit the recording, copy, photographic image, or stored representation of the original document, paper, or other instrument or record to be altered or manipulated. (3) Any medium the process uses to record, copy, photograph, or store a representation of the original document, paper, or other instrument or record is a durable medium for retaining and reproducing records. (B) The superintendent of financial institutions shall identify and publish a list of processes that satisfy the conditions of division (A) of this section. (C) Each credit union that uses a process authorized by this section to preserve any of its records shall also provide for safekeeping and for examining, viewing, or projecting the records preserved, and for producing reproductions of the original records. (D) Recordings, copies, photographic images, or stored representations of original documents, papers, or other instruments or records made in accordance with this section, or reproductions of original documents, papers, or other instruments or records produced from recordings, copies, photographic images, or stored representations made in accordance with this section, when properly identified by the officer by whom or under whose supervision they were made or who has custody of them, have the same effect at law as the original records or records made by any other legally authorized means. They may be offered in the same manner and shall be received in evidence in any court where the original records, or records made by other legally authorized means, could have been introduced and received. Certified or authenticated duplicates of recordings, copies, photographic images, or stored representations of original documents, papers, or other instruments or records made in accordance with this section, or of reproductions of original documents, papers, or other instruments or records produced from recordings, copies, photographic images, or stored representations made in accordance with this section, shall be admitted in evidence in the same manner as the original documents, papers, or other instruments or records.
Ohio Rev. Code § 1745.51 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.51
§ 1745.51. Notice of voluntary dissolution
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly Following the adoption of a resolution of dissolution, the managers in an expeditious manner shall do both of the following: (A) Cause a notice of voluntary dissolution to be published once a week on the same day of each week for two successive weeks, in a newspaper published and of general circulation in the county in which the principal office of the unincorporated nonprofit association was to be or is located; (B) Cause written notice of dissolution to be given either personally or by mail to all known creditors of, and to all known claimants against, the dissolved association. If a statement is on file with the secretary of state appointing an agent authorized to receive service of process on the association, or if any other document is on file with the secretary of state with respect to the association, a copy of the written notice of dissolution shall also be filed with the secretary of state.
Ohio Rev. Code § 1733.22 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.22
§ 1733.22. Compensation and benefits
Status: in_force

March 20, 2019 House Bill 489 - 132nd General Assembly (A) A credit union may provide, at its expense, a director or committee member reasonable health, accident, and related types of personal insurance protection. A director or committee member is entitled, subject to rules adopted under section 1733.411 of the Revised Code and when so authorized by the board of directors, to reimbursement for the director's or committee member's expenses incurred in connection with the business of the credit union. (B) A credit union may provide any of the following to its directors and supervisory audit committee members: (1) Reasonable compensation for their service as directors or supervisory audit committee members; (2) Gifts of minimal value; (3) Insurance coverage or other benefits that are available to employees generally; (4) Reimbursement for reasonable expenses incurred on behalf of themselves and their spouses in the performance of their duties as directors or supervisory audit committee members. (C) The superintendent of financial institutions may, in accordance with Chapter 119. of the Revised Code, adopt any rule necessary for the implementation of this section.
Ohio Rev. Code § 1751.46 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.46
§ 1751.46. Recommendations for expansion of service areas
Status: in_force

October 16, 2009 House Bill 1 - 128th General Assembly (A) The superintendent of insurance may contract with qualified persons to make recommendations concerning the determinations required to be made by the superintendent relative to an expansion of a service area pursuant to division (C) of section 1751.03 of the Revised Code, an application for a certificate of authority pursuant to sections 1751.04 and 1751.05 of the Revised Code, a contractual periodic prepayment or premium rate pursuant to section 1751.12 of the Revised Code, and an examination pursuant to division (B) of section 1751.34 of the Revised Code. The recommendations may be accepted in full or in part, or may be rejected, by the superintendent. The total cost of a contract with a qualified person pursuant to this division shall represent the fair market value of the services provided and shall be borne by the health insuring corporation that is the subject of the determination required to be made by the superintendent. (B) No qualified person placed on contract by the superintendent pursuant to division (A) of this section shall have a conflict of interest with the department of insurance or the health insuring corporation.
Ohio Rev. Code § 1731.04 — Ohio Revised Code / Title 17 / Chapter 1731 / § 1731.04
§ 1731.04. Provisions of agreement between alliance and insurer
Status: in_force

March 23, 2007 Senate Bill 5 - 126th General Assembly (A) An agreement between an alliance and an insurer referred to in division (B) of section 1731.01 of the Revised Code shall contain at least the following: (1) A provision requiring the insurer to offer and sell to small employers served or to be served by an alliance one or more health benefit plan options for coverage of their eligible employees and the eligible dependents and members of the families of the eligible employees and, if applicable, such members' eligible retirees and the eligible dependents and members of the families of the retirees, subject to such conditions and restrictions as may be set forth or incorporated into the agreement; (2) A brief description of each type of health benefit plan option that is to be so offered and the conditions for the modification, continuation, and termination of the coverage and benefits thereunder; (3) A statement of the eligibility requirements that an employee or retiree must meet in order for the employee or retiree to be eligible to obtain and retain coverage under any health benefit plan option so offered and, if one of such requirements is that an employee must regularly work for a minimum number of hours per week, a statement of such minimum number of hours, which minimum shall not exceed twenty-five hours per week; (4) A description of any pre-existing condition and waiting period rules; (5) A statement of the premium rates or other charges that apply to each health benefit plan option or a formula or method of determining the rates or charges; (6) A provision prescribing the minimum employer contribution toward premiums or other charges required in order to permit a small employer to obtain coverage under a health benefit plan option offered under an alliance program; (7) A provision requiring that each health benefit plan under the alliance program must provide for the continuation of coverage of participants of an enrolled small employer so long as the small employer determines that such person is a qualified beneficiary entitled to such coverage pursuant to Part 6 of Title I of the "Federal Employee Retirement Income Security Act of 1974," 88 Stat. 832, 29 U.S.C.A. 1001, and the laws of this state, and regulations or rulings interpreting such provisions. Such coverage provided by the insurer under the plan to participants shall comply with the "Federal Employee Retirement Income Security Act of 1974" and the relevant statutes, regulations, and rulings interpreting that act, including provisions regarding types of coverage to be provided, apportionments of limitations on coverage, apportionments of deductibles, and the rights of qualified beneficiaries to elect coverage options relating to types of coverage and otherwise. (B) An agreement between an alliance and an insurer referred to in division (B) of section 1731.01 of the Revised Code may contain provisions relating to, but not limited to, any of the following: (1) The application and enrollment process for a small employer and related provisions pertaining to historical experience, health statements, and underwriting standards; (2) The minimum number of those employees eligible to be participants that are required to participate in order to permit a small employer to obtain coverage under a health benefit plan option offered under the alliance program, which may vary with the number of employees or those eligible to be participants in respect of the small employer; (3) A procedure for allowing an enrolled small employer to change from one plan option to another under the alliance program, subject to qualifying by size or otherwise under the alliance program; (4) The application of any risk-related pooling or grouping programs and related premiums, conditions, reviews, and alternatives offered by the insurer; (5) The availability of a medicare supplement coverage option for eligible participants who are covered by Parts A and B of medicare, Title XVIII of the "Social Security Act," 49 Stat. 620 (1935), 42 U.S.C.A. 301; (6) Relevant experience periods, enrollment periods, and contract periods; (7) Effective dates for coverage of eligible participants; (8) Conditions under which denial or withdrawal of coverage of participants or small employers and their employees may occur by reason of falsification or misrepresentation of material facts or criminal conduct toward the insurer, small employer, or alliance under the program; (9) Premium rate structures, which may be uniform or make provision for age-specific rates, differentials based on number of participants of an enrolled small employer, products and plan options selected, and other factors, rate adjustments based on consumer price indices, utilization, or other relevant factors, notification of rate adjustments, and arbitration; (10) Any responsibilities of the alliance for billing, collection, and transmittal of premiums; (11) Inclusion under the alliance program of small employers that are members of other organizations described in division (A)(1) of section 1731.01 of the Revised Code that contract with the alliance for this purpose, and conditions pertaining to those small employer members and to their employees and retirees, and dependents and family members of those employees or retirees, as applicable under the alliance program; (12) The agreement of the insurer to offer and sell one or more health benefit plans to small employer members of another small employer health care alliance that contracts with the alliance for this purpose; (13) Use of the health benefit plan options of the insurer in the alliance program and use of the names of the alliance and the insurer; (14) Indemnification from claims and liability by reason of acts or omissions of others; (15) Ownership, use, availability, and maintenance of confidentiality of data and records relating to the alliance program; (16) Utilization reports to be provided to the alliance by the insurer; (17) Such other provisions as may be agreed upon by the alliance and the insurer to better provide for the articulation, promotion, financing, and operation of the alliance program or a health benefit plan under the program in furtherance of the public purposes stated in section 1731.02 of the Revised Code. (C) Neither an alliance program nor an agreement between an alliance and an insurer is itself a policy or contract of insurance, or a certificate, indorsement, rider, or application forming any part of a policy, contract, or certificate of insurance. Chapters 3905., 3933., and 3959. of the Revised Code do not apply to an alliance program or to an agreement between an alliance and an insurer thereunder, as such, or to the functions of the alliance under an alliance program.
Ohio Rev. Code § 1716.02 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.02
§ 1716.02. Charitable organizations to file annual registration statement - contents - fees
Status: in_force

April 6, 2017 Senate Bill 227 - 131st General Assembly (A) Every charitable organization, except those exempted under section 1716.03 of the Revised Code, that intends to solicit contributions in this state by any means or have contributions solicited in this state on its behalf by any other person, charitable organization, commercial co-venturer, or professional solicitor, or that participates in a charitable sales promotion, prior to engaging in any of these activities and annually thereafter, shall file a registration statement with the attorney general upon a form prescribed by the attorney general. Each chapter, branch, or affiliate of a charitable organization that is required to file a registration statement under this section either shall file a separate registration statement or report the necessary information to its parent charitable organization that then shall file a consolidated registration statement. The annual registration statement shall be refiled on or before the fifteenth day of the fifth calendar month after the close of each fiscal year in which the charitable organization solicited in this state, or by the date of any applicable extension of the federal filing date, whichever is later. No charitable organization that is required to register under this chapter prior to registration, shall solicit contributions in this state by any means, have contributions solicited in this state on its behalf by any other person, charitable organization, commercial co-venturer, or professional solicitor, or participate in a charitable sales promotion. (B) The registration statement shall be signed and sworn to under penalties of perjury by the treasurer or chief fiscal officer of the charitable organization and shall contain the following information: (1) The name of the charitable organization, the purpose for which it is organized, and the name or names under which it intends to solicit contributions; (2) The address and telephone number of the principal place of business of the charitable organization and the address and telephone number of every office, chapter, branch, or affiliate of the charitable organization located in this state or, if the charitable organization does not maintain an office in this state, the name, address, and telephone number of the person that has custody of its financial records; (3) The names and addresses of the officers, directors, trustees, and executive personnel of the charitable organization; (4) The annual financial report of the charitable organization for the immediately preceding fiscal year as required under section 1716.04 of the Revised Code; (5) The last day of the fiscal year for the charitable organization; (6) A statement of whether the charitable organization is registered with or otherwise authorized by any other governmental authority in this state or another state to solicit contributions; (7) A statement of whether the charitable organization has had its registration or authority denied, suspended, revoked, or enjoined by any court or other governmental authority in this state or another state; (8) A statement of whether the charitable organization intends to solicit contributions from the public directly by using its own resources or to have solicitations made on its behalf through the use of another charitable organization, fund-raising counsel, professional solicitors, or commercial co-venturers; (9) The names, addresses, and the telephone numbers of any other charitable organization, fund-raising counsel, professional solicitors, and commercial co-venturers who act or will act on behalf of the charitable organization, together with a statement setting forth the specific terms of the arrangements for salaries, bonuses, commissions, expenses, or other remunerations to be paid the other charitable organization, fund-raising counsel, professional solicitors, and commercial co-venturers. If any of the information required by division (B)(9) of this section is not available at the time of registration, that information shall be submitted to the attorney general at a later date but before any solicitation occurs. (10) The charitable purpose or purposes for which the contributions to be solicited will be used; (11) The names, addresses, and telephone numbers of the persons within the charitable organization that will have final responsibility for the custody of the contributions; (12) The names of the persons within the charitable organization that will be responsible for the final distribution of the contributions; (13) The period of time during which, and the counties in which, the solicitation is planned to be conducted; (14) A schedule of the activities carried on by the charitable organization in the performance of its purposes; (15) Any other information that the attorney general may, by rule, require. (C)(1) With the initial registration only, every charitable organization that is required to register under this chapter also shall file with the attorney general the following: (a) A copy of the current charter, articles of incorporation, agreement of association, instrument of trust, constitution, or other organizational instrument, and a copy of the bylaws of the charitable organization; (b) A statement setting forth the place where and the date when the charitable organization was legally established, the form of its organization, and its tax exempt status, with a copy of its federal tax exemption determination letter. (2)(a) With the next annual registration statement filed after its adoption, the charitable organization shall file with the attorney general a copy of any amendment to its organizational instrument as specified in division (C)(1)(a) of this section and a copy of any amendment to its bylaws. (b) Within thirty days after its receipt, the charitable organization shall file with the attorney general a copy of any federal tax exemption determination letter or any correspondence rescinding its tax exempt status that is received after the initial registration. Not later than thirty days after being notified by the internal revenue service of any challenge to or investigation of its continued entitlement to federal tax exemption, the charitable organization shall notify the attorney general of this fact. (D)(1) Except as otherwise provided in division (D)(2) of this section, every charitable organization that is required to register under this chapter shall pay the following fees with each registration: (a) Fifty dollars, if the contributions received for the last calendar or fiscal year were five thousand dollars or more but less than twenty-five thousand dollars; (b) One hundred dollars, if the contributions received for the last calendar or fiscal year were twenty-five thousand dollars or more but less than fifty thousand dollars; (c) Two hundred dollars, if the contributions received for the last calendar or fiscal year were fifty thousand dollars or more. (2) A charitable organization that is required to register under this chapter and whose contributions received for the last calendar or fiscal year were less than five thousand dollars shall not pay any registration fee. (3) The amount of registration fees that a charitable organization is required to pay under division (D)(1) of this section shall be based on the amount of contributions that it receives from persons in this state. If, for any reporting year, a charitable organization cannot determine from its records the exact amount of contributions it received from persons in this state, it shall compute the amount of the registration fee upon the estimated amount of contributions it received from persons in this state, with the estimated amount to be explained in writing at the time the registration fee is paid. At the request of the attorney general, the charitable organization shall substantiate the estimated amount of contributions it received from persons in this state. (4) All registration fees shall be paid into the state treasury to the credit of the charitable law fund established under section 109.32 of the Revised Code. (5) Any charitable organization that fails to pay the fee required by this section at the time required shall pay an additional fee of two hundred dollars, except that the attorney general may waive the two-hundred-dollar fee upon a showing that the charitable organization failed to pay the fee for filing the annual registration statement at the time required by this section for reasons that were beyond the control of the charitable organization. If the charitable organization is required to pay an additional fee under section 109.31 of the Revised Code, the charitable organization is exempt from paying the additional fee in this section.
Ohio Rev. Code § 1729.60 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.60
§ 1729.60. Receiver appointed to wind up affairs of association
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly (A) Whenever, after an association is dissolved voluntarily, the articles of an association have been canceled, or the period of existence of an association has expired, a receiver is appointed to wind up the affairs of the association, all the claims, demands, rights, interests, or liens of creditors, claimants, members, patrons, and stockholders shall be determined as of the day on which the receiver was appointed. Unless it is otherwise ordered, such appointment vests in the receiver and successors of the receiver the right to the immediate possession of all the property of the association, which shall, if so ordered, execute and deliver conveyances of such property to the receiver. (B) Any officer, director, member, or other person, whether a resident of the state or a nonresident and however interested, may be appointed as receiver. (C) The receiver shall have all the authority vested in the directors and officers of the association, shall exercise such authority subject to such orders as are made by the court, and may be required to qualify by giving bond to the state in such amount as the court fixes, with surety to the satisfaction of the clerk of the court, conditioned for the faithful discharge of duties and for a due accounting for all money or property received.
Ohio Rev. Code § 1706.763 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.763
§ 1706.763. Separate asset series-limited liability statement effective
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly The statement of limitation on liabilities of a series required by division (B)(3) of section 1706.761 of the Revised Code is sufficient regardless of whether either of the following applies: (A) The limited liability company has established any series under this chapter when the statement of limitations is contained in the articles of organization; (B) The statement of limitations makes reference to a specific series of the limited liability company.
Ohio Rev. Code § 1729.09 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.09
§ 1729.09. Voting on amendment
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly (A)(1) Unless the board provides that division (A)(3) of this section applies to an amendment to the articles of incorporation, a holder of stock other than membership stock or patronage stock who is affected by a proposed amendment to the articles shall be entitled to cast one vote on the amendment regardless of the par or stated value of the stock, the number of shares, or the number of affected classes of stock held. (2) A member holding stock affected by a proposed amendment may vote only as a member and shall not be entitled to vote or demand fair cash value as an affected stockholder. (3) The board may provide that a stockholder otherwise entitled to vote under division (A)(1) of this section shall instead be entitled to payment of fair cash value of the affected stock held by such stockholder in accordance with section 1729.46 of the Revised Code. (B) For purposes of this section, a holder of stock is affected as to any class of stock owned by the holder only if an amendment would expressly do any of the following: (1) Decrease the dividends to which that class may be entitled or change the method by which the dividend rate on that class is fixed; (2) Further restrict rights to transfer that class; (3) Give to another existing or any new class of stock or equity interest not previously entitled thereto any preference, as to dividends or upon dissolution, that is higher than preferences of that class; (4) Change the par value of shares of that class or of any other class having the same or higher preferences as to dividends or upon dissolution; (5) Increase the number of authorized shares of any class having a higher preference as to dividends or upon dissolution; (6) Require or permit an exchange of shares of any class with lower preferences as to dividends or upon dissolution for shares of any other class with higher preferences. (C) If any proposed amendment will alter or change the powers, preferences, or special rights of one or more series of any class so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of division (B) of this section. (D) If stockholders are entitled to vote on an amendment, the amendment is adopted only if all of the following conditions are met: (1) Notice of the meeting, an exact copy of the proposed amendment, and a ballot on the amendment have been sent to each affected stockholder; (2) Approval by the members under section 1729.08 of the Revised Code; (3) Approval by a simple majority of the affected stockholders present and voting at a meeting of the stockholders. (E) This section does not apply to stock issued prior to the effective date of this section, unless the association adopts an amendment to its articles of incorporation making the stock subject to this section. As to such stock, an amendment shall first be approved by two-thirds of the directors and shall then be adopted by a vote representing a majority of all the members of the association.
Ohio Rev. Code § 1729.46 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.46
§ 1729.46. Written demand for payment of fair cash value of stock
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly (A) In order to obtain payment of the fair cash value, a stockholder entitled to payment of the fair cash value of stock under section 1729.09 , 1729.35 , 1729.36 , or 1729.40 of the Revised Code shall deliver a written demand for payment of the fair cash value of the stock to the association no later than fifteen days after notice is sent to members and stockholders in accordance with section 1729.09 , 1729.35 , 1729.36 , or 1729.40 of the Revised Code, as the case may be. The written demand shall state the name and address of the stockholder, the number and class of the stock for which fair cash value is demanded, and the amount claimed by the stockholder to be the fair cash value of the stock. Delivery of written demand for payment of fair cash value of stock in accordance with this section is sufficient if delivered to the association or to the surviving or new association or entity resulting from the merger, consolidation, division, or conversion, whether the demand is delivered before, on, or after the effective date of the action. If written demand is not timely delivered in conformity with this section, the stockholder's right to payment of fair cash value with respect to the amendment to the articles of incorporation, agreement of merger or consolidation, plan of division, or conversion shall be barred. (B) If a timely demand is delivered in accordance with this section, fair cash value of the stock shall be determined and paid to the stockholder in accordance with the following procedures: (1) The association or the surviving, new, or resulting association or entity shall send a written acknowledgment of receipt of the demand for fair cash value to the address specified in the demand no later than fifteen days after receipt of the demand. If the board of the association or the surviving, new, or resulting association or entity believes that the demand has failed to comply with the requirements of this section, the acknowledgment shall state any such defects. The acknowledgment also shall state what the board believes to be the fair cash value of the stock that is the subject of the demand. If the articles of incorporation of the constituent or original association provide a value for the stock upon redemption, the fair cash value of the stock presumptively shall be the lesser of the redemption value or the fair market value of the stock immediately prior to the merger, consolidation, division, or conversion. (2) The stockholder shall not transfer, encumber, pledge, or otherwise dispose of the stock that is the subject of the demand for fair cash value, or any certificate representing the stock, until the demand is finally resolved by agreement, withdrawal, or final judicial determination as provided in section 1729.47 of the Revised Code. (3) If the association's articles of incorporation or bylaws provide a reasonable basis for determining and paying the fair cash value of the stock that is the subject of the demand for fair cash value, or if the association or the surviving, new, or resulting association or entity and the demanding stockholder reach an agreement on the fair cash value of the stock within three months after delivery of the demand for fair cash value, the fair cash value of the stock shall be determined in accordance with the constituent or original association's articles of incorporation or bylaws or as agreed upon, as the case may be. The association shall thereupon tender payment of the fair cash value so determined to the stockholder within thirty days of delivery of any certificates representing the stock or the stockholder's written waiver and release of claim to all rights to the stock to the association or the surviving, new, or resulting association or entity. Without precluding other possible reasonable bases for determining fair cash value of stock under this section, a provision in the constituent or original association's articles of incorporation or bylaws that fair cash value shall be determined by final and binding arbitration or that fair cash value shall be the lesser of par value, book value, or fair market value, shall be considered a reasonable basis for determining and paying the fair cash value of stock. (C) The right of a demanding stockholder to receive the fair cash value of stock as to which the stockholder seeks relief and the obligation of the association or the surviving, new, or resulting association or entity to furnish the fair cash value for those interests terminate if any of the following applies: (1) The demanding stockholder fails to comply with this section. (2) The association abandons the amendment of articles, merger, consolidation, division, or conversion or is finally enjoined or prevented from taking such action. (3) The demanding stockholder withdraws the demand for fair cash value with consent of the association. (4) The demanding stockholder attempts to sell, transfer, or encumber the stock which is the subject of the demand prior to final determination of its fair cash value under this section or section 1729.47 of the Revised Code. (5) All of the following apply: (a) The articles of incorporation or bylaws of the association do not provide a reasonable basis for determining and paying fair cash value to an affected stockholder; (b) The association and the affected stockholder have not agreed upon the fair cash value of the stock which is the subject of the demand; (c) The affected stockholder does not file a timely complaint under section 1729.47 of the Revised Code. (D) The fair cash value that is agreed upon by the affected stockholder and the association, or determined using a reasonable basis for determining and paying fair cash value in the association's articles of incorporation or bylaws, or fixed by a court in a proceeding under section 1729.47 of the Revised Code, shall be paid within thirty days as follows: (1) Immediately to the holder of uncertificated stock; (2) Upon and simultaneously with the surrender of certificates representing certificated stock.
Ohio Rev. Code § 1753.23 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.23
§ 1753.23. Internal technology assessment process
Status: in_force

October 1, 1998 House Bill 361 - 122nd General Assembly A health insuring corporation that provides basic health care services shall establish or use an internal technology assessment process for assessing whether a drug, device, protocol, procedure, or other therapy is proven to be safe and efficacious for a particular indication or condition when compared to alternative therapies, or whether it remains experimental or investigational. The health insuring corporation's internal technology assessment process shall meet all of the following criteria: (A) Decisions are made by medical professionals, including physicians. (B) The process includes a review of relevant medical evidence, including the following, if available: (1) Peer-reviewed medical and scientific literature on the subject; (2) Published opinions, actions, and other relevant documents of independent, external research organizations such as the national institute of health, the national cancer institute, the United States food and drug administration, the health care finance administration, and the agency for health care policy and research; (3) Published opinions of medical experts or affected specialty societies. (C) General coverage decisions, made pursuant to this process, that exclude drugs, devices, protocols, procedures, or other therapies on the basis that they are not safe or efficacious and remain experimental or investigational, are reviewed and updated as new scientific evidence becomes available. (D) A description of the health insuring corporation's internal technology assessment process is made available to participating providers and enrollees, upon request. (E) A copy of the health insuring corporation's specific coverage protocols and procedures is made available to participating providers and enrollees upon the request of an enrollee who has been denied coverage for a drug, device, protocol, procedure, or other therapy on the basis that it has been assessed as not being safe or efficacious for a particular indication or condition. Specific coverage protocols and procedures shall include a description of the evidence upon which the protocol or procedure is based, and shall contain the date the protocol or procedure was adopted. (F) A drug or device that has received full market approval by the United States food and drug administration for treatment of a particular indication or condition cannot, for purposes of this assessment process, be considered experimental or investigational for that indication or condition.
Ohio Rev. Code § 1745.37 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.37
§ 1745.37. Officers; authority and removal
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) The officers of an unincorporated nonprofit association, if any, may consist of a president, a secretary, a treasurer, and, if desired, a chairperson, one or more vice-presidents, and any other officers and assistant officers that may be considered necessary, each of whom may be designated by any other titles that may be provided in the governing principles or the resolutions of the managers. Unless the governing principles provide otherwise, none of the officers need be a manager. Any two or more offices may be held by the same person. The officers shall be elected or appointed at the time, in the manner, and for the terms that may be prescribed in the governing principles. In the absence of any such provision, all officers shall be elected annually by the managers. (B) Unless the governing principles provide otherwise, the following apply: (1) All officers, as between themselves and the association, shall respectively have the authority and perform the duties that are determined by the persons authorized to elect or appoint them. (2) Any officer may be removed, with or without cause, by the persons authorized to elect or appoint the officer without prejudice to the contract rights of that officer. The election or appointment of an officer for a given term, or a general provision in the governing principles with respect to term of office, shall not be considered to create contract rights. (3) The persons authorized to elect or appoint officers may fill any vacancy in any office occurring for whatever reason.
Ohio Rev. Code § 1728.112 — Ohio Revised Code / Title 17 / Chapter 1728 / § 1728.112
§ 1728.112. Urban redevelopment tax increment equivalent fund
Status: in_force

March 21, 1984 House Bill 30 - 115th General Assembly A municipal corporation may establish an urban redevelopment tax increment equivalent fund, by resolution or ordinance of its legislative authority, into which shall be deposited service payments in lieu of taxes distributed to the municipal corporation by the county treasurer as provided in section 1728.111 of the Revised Code. Moneys deposited in the urban redevelopment tax increment equivalent fund shall be used for such purposes as are authorized in the resolution or ordinance establishing the fund. Any incidental surplus remaining in the urban redevelopment tax increment equivalent fund upon its dissolution shall be transferred to the general fund of the municipal corporation.
Ohio Rev. Code § 1701.792 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.792
§ 1701.792. Conversion of domestic corporation into another entity
Status: in_force

January 1, 2008 House Bill 134 - 127th General Assembly (A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic corporation may be converted into a domestic or foreign entity other than a nonprofit corporation or a domestic corporation. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converted entity will exist. (B)(1) The written declaration of conversion shall set forth all of the following: (a) The name and form of entity that is being converted, the name of the entity into which the entity will be converted, the form of the converted entity, and the jurisdiction of formation of the converted entity; (b) If the converted entity is a domestic entity, the complete terms of all documents required under the applicable chapter of the Revised Code to form the converted entity; (c) If the converted entity is a foreign entity, all of the following: (i) The complete terms of all documents required under the law of its formation to form the converted entity; (ii) The consent of the converted entity to be sued and served with process in this state, and the irrevocable appointment of the secretary of state as the agent of the converted entity to accept service of process in this state to enforce against the converted entity any obligation of the converting corporation or to enforce the rights of a dissenting shareholder of the converting corporation; (iii) If the converted entity desires to transact business in this state, the information required to qualify or to be licensed under the applicable chapter of the Revised Code. (d) All other statements and matters required to be set forth in the declaration of conversion by the applicable chapter of the Revised Code, if the converted entity is a domestic entity, or by the laws under which the converted entity will be formed, if the converted entity is a foreign entity; (e) The terms of the conversion; the mode of carrying them into effect; and the manner and basis of converting the interests or shares of the converting corporation into, or substituting the interests or shares in the converting corporation for, interests, evidences of indebtedness, other securities, cash, rights, or any other property or any combination of interests, evidences of indebtedness, other securities, cash, rights, or any other property of the converted entity. (2) No conversion or substitution described in this section shall be effected if there are reasonable grounds to believe that the conversion or substitution would render the converted entity unable to pay its obligations as they become due in the usual course of its affairs. (C) The written declaration of conversion may set forth any of the following: (1) The effective date of the conversion, which date may be on or after the date of the filing of the certificate of conversion; (2) A provision authorizing, prior to the filing of the certificate of conversion pursuant to section 1701.811 of the Revised Code, the converting corporation to abandon the proposed conversion by action of the directors of the converting corporation or by the same vote as was required to adopt the declaration of conversion; (3) A statement of, or a statement of the method to be used to determine, the fair value of the assets owned by the converting corporation at the time of the conversion; (4) The parties to the declaration of conversion in addition to the converting entity; (5) Any additional provision necessary or desirable with respect to the proposed conversion or the converted entity. (D) The directors of the domestic converting corporation must approve the declaration of conversion to effect the conversion, and the declaration of conversion must be adopted by the shareholders of the domestic converting corporation, at a meeting held for the purpose. (E) Notice of each meeting of shareholders of a domestic converting corporation at which a declaration of conversion is to be submitted shall be given to all shareholders of that corporation, whether or not they are entitled to vote, and shall be accompanied by a copy or a summary of the material provisions of the declaration of conversion. (F) The vote required to adopt a declaration of conversion at a meeting of the shareholders of a domestic converting corporation is the affirmative vote of the holders of shares of that corporation entitling them to exercise at least two-thirds of the voting power of the corporation on the proposal or a different proportion as provided in the articles, but not less than a majority, or, if the conversion is to a foreign corporation, a different proportion as the articles provide for a merger or consolidation, and the affirmative vote of the holders of shares of any particular class as required by the articles of the converting corporation. If the declaration of conversion would have an effect that, if accomplished through an amendment to the articles, would entitle the holders of shares of any particular class of a domestic converting corporation to vote as a class on the adoption of an amendment as provided in division (B) of section 1701.71 of the Revised Code, the declaration of conversion also must be adopted by the affirmative vote of the holders of at least two-thirds of the shares of such class, or a different proportion as the articles provide, but not less than a majority. However, if the declaration of conversion would have an effect that, if accomplished through an amendment to the articles, would entitle the holders of shares of any particular class of a domestic converting corporation to vote as a class on the adoption of an amendment pursuant to division (B)(2) or (4) of section 1701.71 of the Revised Code solely because those shares are to be converted into or substituted for the same number of shares of a class of a different corporation having express terms identical in all material respects to those of the class of shares so converted or substituted, the declaration of conversion does not need to be adopted by the affirmative vote of the holders of shares of that particular class voting as a class. If the declaration of conversion would authorize any particular corporate action that under any applicable provision of law or the articles could be authorized only by or pursuant to a specified vote of shareholders, the declaration of conversion also must be adopted by the same affirmative vote as required for such action. (G)(1) At any time before the filing of the certificate of conversion pursuant to section 1701.811 of the Revised Code, the conversion may be abandoned by the directors of the converting corporation, if the directors are authorized to do so by the declaration of conversion, or by the same vote of the shareholders as was required to adopt the declaration of conversion. (2) The declaration of conversion may contain a provision authorizing the directors of the converting corporation to amend the declaration of conversion at any time before the filing of the certificate of conversion pursuant to section 1701.811 of the Revised Code, except that, after the adoption of the declaration of conversion by the stockholders of the converting corporation, the directors may not amend the declaration of conversion to do any of the following: (a) Alter or change the amount or kind of interests, shares, evidences of indebtedness, other securities, cash, rights, or any other property to be received by the shareholders of the converting corporation in conversion of, or substitution for, their shares; (b) Alter or change any term of the organizational documents of the converted entity except for alterations or changes that are adopted with the vote or action of the persons, the vote or action of which would be required for the alteration or change after the conversion; (c) Alter or change any other terms and conditions of the declaration of conversion if any of the alterations or changes, alone or in the aggregate, materially and adversely would affect the holders of any class or series of shares of the converting corporation.
Ohio Rev. Code § 1776.63 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.63
§ 1776.63. Right to wind up partnership business
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on the application of any partner, a partner's legal representative, or a transferee, the court of common pleas for good cause shown, may order judicial supervision of the winding up. (B) The legal representative of the last surviving partner may wind up a partnership's business. (C) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge or make reasonable provision for the partnership's liabilities, distribute the assets of the partnership pursuant to section 1776.67 of the Revised Code, settle disputes by mediation or arbitration, and perform other necessary acts.
Ohio Rev. Code § 1761.06 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.06
§ 1761.06. Corporation - powers and duties
Status: in_force

March 23, 2015 House Bill 562 - 130th General Assembly (A) In carrying out its general purposes as set forth in section 1761.03 of the Revised Code, a credit union share guaranty corporation may do any of the following: (1) Guarantee to participating credit unions the payment of any deficiency in the individual member's or, as described in division (B)(2) of section 1761.02 of the Revised Code, a nonmember's credit union share accounts caused by insolvency or any other reason; (2) Issue credit union share guaranty insurance policies or otherwise effect credit union share guaranty insurance; (3) Advance funds in accordance with agreed lending terms and conditions to aid participating credit unions to operate and to meet liquidity requirements, regulatory capital requirements, or both; (4) Upon the written order of the superintendent of credit unions or other credit union supervisory authority, and at such compensation as shall be agreed upon, the corporation may assume control of the property and business of any participating credit union and operate it at the direction of the superintendent or other authority until its financial stability has been reestablished to the satisfaction of the superintendent or other authority, or the credit union has been liquidated or merged into another credit union; (5) Assist in the merger, consolidation, or liquidation of credit unions; (6) Purchase or otherwise acquire, lease as lessee, invest in, hold, use, lease as lessor, encumber, sell, exchange, transfer, and dispose of property of any description or any interest therein; (7) Borrow money, and issue, sell, and pledge its notes, bonds, and other evidences of indebtedness, and secure any of its obligations by mortgage, pledge, or deed of trust of all or any of its property, and guarantee or secure obligations of participating credit unions, subject to section 3901.72 of the Revised Code; (8) Enter into contracts of insurance or reinsurance, insuring in whole or in part its contractual guarantees to participating credit unions and any other insurance or bonding company contracts necessary or advisable in the conduct of its business, provided a credit union share guaranty corporation shall not assume as reinsurer any risks from another insurer; (9) Receive money or other property from its participating credit unions, or any person; (10) Invest its funds as provided in section 1761.13 of the Revised Code; (11) Receive by assignment, mortgage, or purchase any asset or interest therein owned or held by a participating credit union; (12) Sell, assign, mortgage, encumber, or transfer property of any nature; (13) Conduct investigations, examinations, and audits of any applicant or participating credit union in order to determine the financial condition and operations of the applicant or participating credit union; (14) Become a member or shareholder in any organization, domestic or foreign, regional or national, organized and operated for the purpose of assisting the corporation in carrying out its purposes and, subject to the approval of the superintendent of credit unions, delegate to such organization any one or more of the functions for which it is responsible under this chapter; (15) Conduct its affairs in and outside of this state, provided it shall maintain its offices, books, and records in the location stated in its articles of incorporation as its principal place of business. (B) The corporation may obtain, and continuously maintain in effect, reinsurance and a line of credit, each from one or more insurance companies or financial institutions and in such amount as determined by its board of directors. The superintendent of credit unions or the superintendent of insurance may require the corporation to obtain and maintain reinsurance or a line of credit but only in the event the superintendent of credit unions or the superintendent of insurance first finds that such reinsurance or line of credit is actuarially or financially necessary and is reasonably available to the corporation. Such determination shall be made on a year-to-year basis. In the event of lapse of either reinsurance or the line of credit of the corporation, the corporation shall immediately notify the superintendent of credit unions, the superintendent of insurance, the president of the senate, and the speaker of the house of representatives, and shall confirm this communication in writing. (C) All written communication with regulatory significance from a credit union supervisory authority of another state to the corporation shall be copied and such copy shall be sent by the corporation to the superintendent of credit unions and the superintendent of insurance within three days of receipt. (D) The corporation shall not publicly represent in any manner that it is an agency of the state or federal government. Any public representations of the corporation's status or legal existence are further subject to rules adopted by the superintendent of credit unions and the superintendent of insurance. (E) The corporation shall submit its standard contract of share guaranty, and any amendments thereto, to the superintendent of credit unions and the superintendent of insurance annually. The contract of share guaranty shall reflect all terms governing the guarantee of payment of a credit union share account and shall constitute the policy of credit union share guaranty insurance.
Ohio Rev. Code § 1706.762 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.762
§ 1706.762. Separate asset series-how assets held
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) Assets of a series may be held directly or indirectly, including in the name of the series, in the name of the limited liability company, through a nominee, or otherwise. (B) If the records of a series are maintained in a manner so that the assets of the series can be reasonably identified by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any assets, or by any other method in which the identity of the assets can be objectively determined, the records are considered to satisfy the requirement of division (B)(1) of section 1706.761 of the Revised Code.
Ohio Rev. Code § 1782.36 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.36
§ 1782.36. Remedies
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly Except to the extent otherwise provided in the partnership agreement, when a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
Ohio Rev. Code § 1706.7610 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.7610
§ 1706.7610. Separate asset series-responsibility to wind up activities after dissolution
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) Subject to division (C) of section 1706.769 of the Revised Code, after dissolution of a series, the remaining members associated with the series, if any, and if none, a person appointed by all holders of the membership interest last assigned by the last person to have been a member associated with the series, may wind up the series' activities. (B) The appropriate tribunal may order supervision of the winding up of a dissolved series, including the appointment of a person to wind up the series' activities for any of the following reasons: (1) On application of a member associated with the series, if the applicant establishes good cause; (2) On application of an assignee associated with a series, if both of the following apply: (a) There are no members associated with the series. (b) Within a reasonable time following the dissolution a person has not been appointed pursuant to division (A) of this section. (3) In connection with a proceeding under division (E) of section 1706.768 of the Revised Code.
Ohio Rev. Code § 1706.171 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.171
§ 1706.171. Incomplete or undelivered records
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved by that failure to sign may petition the appropriate court to order any of the following: (1) The person to sign the record; (2) The person to deliver the record to the secretary of state for filing; (3) The secretary of state to file the record unsigned. (B) If a petitioner under division (A) of this section is not the limited liability company or foreign limited liability company to whom the record pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. A person aggrieved under division (A) of this section may seek the remedies provided in that division in a separate action against the person required to sign the record or as a part of any other action concerning the limited liability company in which the person required to sign the record is made a party. (C) A record filed unsigned pursuant to this section is effective without being signed. (D) A court may award reasonable expenses, including reasonable attorney's fees, to the prevailing party, in whole or in part, with respect to any claim made under division (A) of this section.
Ohio Rev. Code § 1701.59 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.59
§ 1701.59. Authority of directors - bylaws
Status: in_force

March 24, 2021 Senate Bill 21 - 133rd General Assembly (A) Except where the law, the articles, or the regulations require action to be authorized or taken by shareholders, all of the authority of a corporation shall be exercised by or under the direction of its directors. For their own government, the directors may adopt bylaws that are not inconsistent with the articles or the regulations. The selection of a time frame for the achievement of corporate goals shall be the responsibility of the directors. (B) A director shall perform the director's duties as a director, including the duties as a member of any committee of the directors upon which the director may serve, in good faith, in a manner the director 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. A director serving on a committee of directors is acting as a director. (C) In performing a director's duties, a director 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 director reasonably believes are reliable and competent in the matters prepared or presented; (2) Counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; (3) A committee of the directors upon which the director does not serve, duly established in accordance with a provision of the articles or the regulations, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. (D) For purposes of division (B) of this section, the following apply: (1) A director shall not be found to have violated the director's duties under division (B) of this section unless it is proved by clear and convincing evidence that the director has not acted in good faith, in a manner the director 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, in any action brought against a director, including actions involving or affecting any of the following: (a) A change or potential change in control of the corporation, including a determination to resist a change or potential change in control made pursuant to division (F)(7) of section 1701.13 of the Revised Code; (b) A termination or potential termination of the director's service to the corporation as a director; (c) The director's service in any other position or relationship with the corporation. (2) A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause reliance on information, opinions, reports, or statements that are prepared or presented by the persons described in divisions (C)(1) to (3) of this section to be unwarranted. (3) A director's duties under division (B) of this section are not owed by a director of a benefit corporation to a person who is a beneficiary of a beneficial purpose of the benefit corporation based solely on the status of that person as a beneficiary. (4) Nothing contained in this division limits relief available under section 1701.60 of the Revised Code. (E) A director shall be liable in damages for any action that the director takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that the director'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. Nothing contained in this division affects the liability of directors under section 1701.95 of the Revised Code or limits relief available under section 1701.60 of the Revised Code. This division does not apply if, and only to the extent that, at the time of a director's act or omission that is the subject of complaint, the articles or the regulations of the corporation state by specific reference to this division that the provisions of this division do not apply to the corporation. (F) For purposes of this section, a director, in determining what the director reasonably believes to be in the best interests of the corporation, shall consider the interests of the corporation's shareholders and any beneficial purposes and related provisions set forth in the corporation's articles. The director shall consider any priority among purposes provided in the corporation's articles and shall consider any other method for balancing the purposes of the corporation that is set forth in the corporation's articles. In addition, the director may, in the director's discretion, consider any of the following: (1) The interests of the corporation's employees, suppliers, creditors, and customers; (2) The economy of the state and nation; (3) Community and societal considerations; (4) The long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests or any beneficial purpose set forth in the corporation's articles may be best served by the continued independence of the corporation. (G) Nothing contained in division (D) or (E) of this section affects the duties of either of the following: (1) A director who acts in any capacity other than the director's capacity as a director; (2) A director of a corporation that does not have issued and outstanding shares that are listed on a national securities exchange or are regularly quoted in an over-the-counter market by one or more members of a national or affiliated securities association, who votes for or assents to any action taken by the directors of the corporation that, in connection with a change in control of the corporation, directly results in the holder or holders of a majority of the outstanding shares of the corporation receiving a greater consideration for their shares than other shareholders.
Ohio Rev. Code § 1707.057 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.057
§ 1707.057. Portal operators-record keeping requirements
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly (A) Each portal operator shall maintain and preserve, for a period of at least five years from either the date of the closing or date of the termination of the securities offering, all of the following: (1) The name of each issuer whose securities have been listed on its OhioInvests portal and the full name, residential address, social security number, date of birth, and copy of a state-issued identification of all owners with greater than ten per cent voting equity in the issuer; (2) Copies of all offering materials that have been displayed on its OhioInvests portal; (3) The names and other personal information of each purchaser who has registered at its OhioInvests portal; (4) Any agreements and contracts between the portal operator and an issuer; (5) Any information used to establish that a prospective purchaser or purchaser of securities through its OhioInvests portal is a resident of this state and that an issuer whose securities are listed on the portal has its principal office in this state; (6) Any other records the division requires by rule to be maintained and preserved. (B)(1) The records described in division (A) of this section shall be maintained and preserved in a manner, including by any electronic storage media, that does all of the following: (a) Permits the immediate location of any particular document; (b) Retains the documents exclusively in a nonrewriteable, nonerasable format; (c) Verifies automatically the quality and accuracy of the storage recording process; (d) Serializes the originals; (e) Allows indexes and records preserved to be downloaded to an acceptable medium. (2) If the records retention system commingles records required to be retained under this section with other records, the division of securities may review all of the commingled records. (C) Notwithstanding divisions (A) and (B) of this section, the failure of a portal operator that is not the issuer to comply with those divisions does not affect the OhioInvests issuers' exemption from registration under section 1707.051 of the Revised Code.
Ohio Rev. Code § 1746.10 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.10
§ 1746.10. Interests in property
Status: in_force

March 18, 1983 Senate Bill 435 - 114th General Assembly (A) A business trust may take, hold, and dispose of any estate or interest in real or personal property in its business name, or in the name of one or more of its trustees, or in the name of one or more of its nominees. A conveyance to a business trust in its business name shall recite that the grantee is a business trust, and the estate or interest so acquired can be conveyed by the business trust only in its business name. Any estate or interest in real or personal property taken, held, or disposed of by a business trust in its business name prior to the effective date of this section is hereby confirmed as if the conveyance thereof had been made pursuant to the authority of this section. (B) The fact that a recorded deed, mortgage, or other conveyance of an estate or interest in real or personal property designates a business trust or one or more trustees or nominees of a business trust as the grantee does not give notice to or put upon inquiry any person dealing with the property that there are any limitations on the power of such business trust, trustees, or nominees to dispose of or encumber the estate or interest specified in such conveyance, unless such conveyance specifically contains such limitations or incorporates by reference another instrument of record in the same county which specifically contains such limitations. As to all bona fide purchasers and encumbrancers of the property, a conveyance, release, or encumbrance by such business trust, trustees, or nominees transfers or releases the estate or interest in the property specified free from the claims of the holders of shares of beneficial interest in the trust estate and free from any obligation on the part of such purchaser or encumbrancer to see to the application of any purchase money or other consideration.
Ohio Rev. Code § 1713.25 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.25
§ 1713.25. Institutions may change name or purpose
Status: in_force

September 29, 2015 House Bill 64 - 131st General Assembly The board of trustees of an institution of learning incorporated under the authority of this state for the sole purpose of promoting education, religion and morality, or the fine arts, at a regular or special meeting of such board called for that purpose, after thirty days' actual notice to each trustee, may change the name and enlarge the purposes and objects of such institution of learning, by amendment to its charter, approved by a majority of the board. No institution as defined in section 1713.01 of the Revised Code or school that holds a certificate of registration issued by the state board of career colleges and schools pursuant to division (C) of section 3332.05 of the Revised Code, that has been issued a certificate of authorization by the chancellor of higher education shall change the purposes of the institution without giving written notice to the chancellor, who shall issue an amended certificate of authorization to the institution or school upon receipt of such notice.
Ohio Rev. Code § 1713.50 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.50
§ 1713.50. Private college or university may establish campus police department
Status: in_force

January 1, 2004 House Bill 490 - 124th General Assembly (A) As used in this section: (1) "Political subdivision" means a county, municipal corporation, or township. (2) "Private college or university" means a college or university that has all of the following characteristics: (a) It is not owned or controlled by the state or any political subdivision of the state. (b) It provides a program of education in residence leading to a baccalaureate degree or provides a program of education in residence, for which the baccalaureate degree is a prerequisite, leading to an academic or professional degree. (c) It is accredited by the north central association or another nationally recognized agency that accredits colleges and universities. (3) "Felony" has the same meaning as in section 109.511 of the Revised Code. (B) The board of trustees of a private college or university may establish a campus police department and appoint members of the campus police department to act as police officers. The board shall assign duties to the members of a campus police department that shall include the enforcement of the regulations of the college or university. Subject to division (E) of this section, the board shall appoint as members of a campus police department only those persons who have successfully completed a training program approved by the Ohio peace officer training commission and have been certified as having done so or who have previously successfully completed a police officer basic training program certified by the commission and have been awarded a certificate to that effect by the commission. Members of a campus police department shall not be reimbursed with state funds for any training they receive or be eligible to participate in any state or municipal retirement system. The uniforms, vehicles, and badges of members of a campus police department shall be distinct from those of the law enforcement agencies of the political subdivisions in which the private college or university that established the campus police department is located. (C) Each member of a campus police department appointed under division (B) of this section is vested, while directly in the discharge of that member's duties as a police officer, with the same powers and authority that are vested in a police officer of a municipal corporation or a county sheriff under Title XXIX of the Revised Code and the Rules of Criminal Procedure, including the same powers and authority relating to the operation of a public safety vehicle that are vested in a police officer of a municipal corporation or a county sheriff under Chapter 4511. of the Revised Code. Except as otherwise provided in this division, members of a campus police department may exercise, concurrently with the law enforcement officers of the political subdivisions in which the private college or university is located, the powers and authority granted to them under this division in order to preserve the peace, protect persons and property, enforce the laws of this state, and enforce the ordinances and regulations of the political subdivisions in which the private college or university is located, but only on the property of the private college or university that employs them. The board of trustees of a private college or university may enter into an agreement with any political subdivision pursuant to which the members of the campus police department of the college or university may exercise within that political subdivision, but outside the property of the college or university, the powers and authority granted to them under this division. A member of a campus police department has no authority to serve civil process. (D) Except as otherwise provided in this division, the board of trustees of a private college or university shall provide to each member of a campus police department appointed under division (B) of this section, without cost to the member, liability insurance coverage that insures the member against any liability that may arise out of or in the course of the member's employment and that is in an amount of not less than two hundred fifty thousand dollars. A board of trustees may provide the liability coverage required by this division by self-insurance. (E)(1) The board of trustees of a private college or university that establishes a campus police department shall not appoint a person as a member of the campus police department pursuant to division (B) of this section on a permanent basis, on a temporary basis, for a probationary term, or on other than a permanent basis if the person previously has been convicted of or has pleaded guilty to a felony. (2)(a) The board of trustees of a private college or university shall terminate the employment of a member of its campus police department appointed under division (B) of this section if the member does either of the following: (i) Pleads guilty to a felony; (ii) Pleads guilty to a misdemeanor pursuant to a negotiated plea agreement as provided in division (D) of section 2929.43 of the Revised Code in which the member agrees to surrender the certificate awarded to that member under section 109.77 of the Revised Code. (b) The board of trustees of a private college or university shall suspend from employment a member of its campus police department appointed under division (B) of this section if the member is convicted, after trial, of a felony. If the member of the campus police department files an appeal from that conviction and the conviction is upheld by the highest court to which the appeal is taken or if the member does not file a timely appeal, the board shall terminate the employment of that member. If the member of the campus police department files an appeal that results in that member's acquittal of the felony or conviction of a misdemeanor, or in the dismissal of the felony charge against that member, the board shall reinstate that member. A member of a campus police department who is reinstated under division (E)(2)(b) of this section shall not receive any back pay unless that member's conviction of the felony was reversed on appeal, or the felony charge was dismissed, because the court found insufficient evidence to convict the member of the felony. (3) Division (E) of this section does not apply regarding an offense that was committed prior to January 1, 1997. (4) The suspension from employment, or the termination of the employment, of a member of a campus police department under division (E)(2) of this section shall be in accordance with Chapter 119. of the Revised Code.
Ohio Rev. Code § 1704.01 — Ohio Revised Code / Title 17 / Chapter 1704 / § 1704.01
§ 1704.01. Transactions involving interested shareholders definitions
Status: in_force

July 10, 2014 Senate Bill 202 - 130th General Assembly As used in this chapter, unless the context otherwise requires: (A) "Corporation," "domestic corporation," "foreign corporation," "state," "articles," "shareholder," "person," "principal office," "express terms," "treasury shares," "parent corporation," "parent," "subsidiary corporation," "subsidiary," "combination," "transferee corporation," "majority share acquisition," "acquiring corporation," "voting shares" when used in connection with a combination or majority share acquisition, "constituent corporation," "surviving corporation," "close corporation agreement," and "issuing public corporation" have the same meanings as in section 1701.01 of the Revised Code. (B) "Chapter 1704. transaction" means any of the following: (1) A merger, consolidation, combination, or majority share acquisition between or involving an issuing public corporation or any subsidiary of an issuing public corporation and any of the following: (a) An interested shareholder; (b) A person, partnership, corporation, or other entity, however organized, whether or not it is an interested shareholder, that is, or after the merger, consolidation, combination, or majority share acquisition would be, an affiliate or associate of an interested shareholder. (2)(a) Subject to the exception in division (B)(2)(b) of this section, a purchase, lease, sale, distribution, dividend, exchange, mortgage, pledge, transfer, or other disposition of assets, directly or indirectly owned or controlled by the issuing public corporation, by, to, with, or for the benefit of an interested shareholder or an affiliate or associate of an interested shareholder in one or more transactions, if, in any of those transactions, the assets meet any of the following conditions: (i) The assets have an aggregate fair market value equal to at least five per cent of the aggregate fair market value of all the assets, determined on a consolidated basis, of the issuing public corporation; (ii) The assets have an aggregate fair market value equal to at least five per cent of the aggregate fair market value of all the outstanding shares of the issuing public corporation; (iii) The assets represent at least ten per cent of the earning power or income of the issuing public corporation, determined on a consolidated after-tax basis and after excluding any transaction other than in the ordinary course of business. (b) One or more transactions in the ordinary course of business of an issuing public corporation on terms no more favorable to the interested shareholder than those acceptable to third parties, as shown by contemporaneous transactions, is not a Chapter 1704. transaction under division (B)(2)(a) of this section. (3)(a) Subject to the exception in division (B)(3)(b) of this section, a purchase, lease, sale, exchange, transfer, or other disposition of assets directly or indirectly owned or controlled by the interested shareholder or an affiliate or associate of the interested shareholder, by, to, with, or for the benefit of the issuing public corporation in one or more transactions, if, in any of those transactions, the assets meet any of the conditions set forth in division (B)(2)(a)(i), (ii), or (iii) of this section. (b) One or more transactions in the ordinary course of business of an issuing public corporation on terms no more favorable to the interested shareholder than those acceptable to third parties, as shown by contemporaneous transactions, is not a Chapter 1704. transaction under division (B)(3)(a) of this section. (4) The issuance or transfer to an interested shareholder or an associate or affiliate of an interested shareholder of any shares, or of any rights to acquire shares, of the issuing public corporation or a subsidiary of the issuing public corporation by the issuing public corporation or a subsidiary of the issuing public corporation, in one or more transactions, if the shares, or the rights, have an aggregate fair market value equal to at least five per cent of the aggregate fair market value of all the outstanding shares of the issuing public corporation and if the shares, or the rights, are not issued or transferred pursuant to the exercise of warrants, rights, or options to purchase that have been issued, or pursuant to a dividend paid or a distribution made, proportionately to all shareholders of the issuing public corporation. (5) The adoption of a plan or proposal for the dissolution, winding up of the affairs, or liquidation of the issuing public corporation that is proposed by, on behalf of, or pursuant to a written or unwritten agreement, arrangement, or understanding with an interested shareholder or an affiliate or associate of an interested shareholder. (6) Any of the following, if the direct or indirect effect is to increase the proportionate share of the outstanding shares of the issuing public corporation or a subsidiary of the issuing public corporation beneficially owned by an interested shareholder or an affiliate or associate of an interested shareholder, unless the increase is the result of immaterial changes due to fractional share adjustments: (a) A reclassification of securities, including a share split, a share dividend or other distribution of shares, or a reverse share split; (b) A recapitalization of the issuing public corporation; (c) A merger, consolidation, combination, or majority share acquisition between or involving the issuing public corporation and a subsidiary of the issuing public corporation; (d) Any other transaction, whether or not with, into, or involving the interested shareholder, that is proposed by, on behalf of, or pursuant to a written or unwritten agreement, arrangement, or understanding with the interested shareholder or an affiliate or associate of the interested shareholder. (7) Receipt by an interested shareholder or an affiliate or associate of an interested shareholder of the direct or indirect benefit of a loan, advance, pension or any other employee benefit plan termination, guarantee, pledge, mortgage, security agreement, financing statement, deed of trust, or other financial assistance, or a tax credit or other tax advantage, provided by or through the issuing public corporation or any subsidiary of the issuing public corporation unless the interested shareholder receives the benefit proportionately as a holder of shares of the issuing public corporation. (C) When used in connection with a Chapter 1704. transaction: (1) "Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, is under common control with, or acts in concert with, a specified person. (2) "Announcement date" means the date of the first public announcement of a definitive proposal for a Chapter 1704. transaction. (3) "Associate" of a person means any of the following: (a) A corporation, partnership, or other entity, however organized, of which the person is an officer, director, or partner or is the beneficial owner of shares entitling that person to exercise at least ten per cent of the voting power in the election of the directors or other governing body of that corporation, partnership, or other entity; (b) A trust or other estate, including any employee stock ownership or benefit plan, however designated, in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; (c) A relative or spouse of the person, or a relative of the spouse of the person, who has the same principal residence as the person. (4) "Beneficial owner" of shares means a person who, with respect to particular shares, meets any of the following conditions: (a) The person directly or indirectly, alone or with others, including affiliates or associates of that person, beneficially owns the shares; (b) The person directly or indirectly, alone or with others, including affiliates or associates of that person, has the right, whether exercisable immediately or only after the passage of time, conditionally, unconditionally, or otherwise, to acquire the shares pursuant to a written or unwritten agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants, calls, options, or otherwise; (c) The person directly or indirectly, alone or with others, including affiliates or associates of that person, has the right to vote or direct the voting of the shares pursuant to a written or unwritten agreement, arrangement, or understanding; (d) The person has a written or unwritten agreement, arrangement, or understanding with another person who is directly or indirectly a beneficial owner, or whose affiliates or associates are direct or indirect beneficial owners, of the shares, if the agreement, arrangement, or understanding is for the purpose of the first person's or the other person's acquiring, holding, disposing of, voting, or directing the voting of the shares to or for the benefit of the first person. A bank, broker, nominee, trustee, or other person who acquires shares for the benefit of others in the ordinary course of business in good faith and not for the purpose of circumventing the provisions of this chapter shall, however, be deemed to be the beneficial owner only of shares in respect of which that person, without further instruction from others, holds voting power. (5) "Consummation date" means the date on which consummation of a Chapter 1704. transaction occurs. (6) "Control," "controlled by," or "under common control with" refers to the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the exercise of or the ability to exercise voting power, by contract, or otherwise, except that "control" of a corporation is not established for purposes of this division if a person, in good faith and not for the purpose of circumventing the provisions of this chapter, holds voting power as an agent, custodian, bank, broker, nominee, or trustee for one or more beneficial owners who do not individually or as a group have control of the corporation. (7) "Exchange Act" means the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C.A. 78a-78jj, as amended, and any successor or replacement legislation and amendments to the successor or replacement legislation. (8) "Interested shareholder," with respect to an issuing public corporation, means a person other than the issuing public corporation, a subsidiary of that issuing public corporation, any employee stock ownership or benefit plan of the issuing public corporation or a subsidiary of that issuing public corporation, or any trustee or fiduciary with respect to any such plan acting in such capacity who meets either of the following criteria: (a) Is the beneficial owner of a sufficient number of shares of the issuing public corporation that, when added to all other shares of the issuing public corporation in respect of which that person may exercise or direct the exercise of voting power, would entitle that person, directly or indirectly, alone or with others, including affiliates and associates of that person, to exercise or direct the exercise of ten per cent of the voting power of the issuing public corporation in the election of directors after taking into account all of that person's beneficially owned shares that are not currently outstanding; (b) At any time within the three-year period immediately prior to the date on which it is sought to be determined whether the person is an interested shareholder, was the beneficial owner of a sufficient number of shares of the issuing public corporation that, when added to all other shares of the issuing public corporation in respect of which that person may have exercised or directed the exercise of voting power at the time it beneficially owned such shares, entitled that person, directly or indirectly, alone or with others, including affiliates and associates of that person, to exercise or direct the exercise of ten per cent of the voting power of the issuing public corporation in election of directors after taking into account all of the person's beneficially owned shares that were not, at the time it beneficially owned such shares, currently outstanding. (9) "Disinterested shares" means voting shares beneficially owned by any person not an interested shareholder or an affiliate or associate of an interested shareholder. (10) "Share acquisition date," with respect to any person, means the date on which that person first becomes an interested shareholder of an issuing public corporation. (11) "Voting shares" means shares of a domestic or foreign corporation, entitling the holder of the shares to vote at the time in the election of directors of the corporation without regard to the voting power represented by shares that thereafter may exist upon a default, failure, or other contingency.
Ohio Rev. Code § 1782.09 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.09
§ 1782.09. Certificate of amendment - restatement of certificate
Status: in_force

June 6, 2001 House Bill 94 - 124th General Assembly (A) A certificate of limited partnership shall be amended by filing a certificate of amendment with the secretary of state. The certificate of amendment shall be on a form prescribed by the secretary of state and shall state all of the following: (1) The name of the limited partnership and the file number assigned to it by the secretary of state; (2) The date of the first filing of the certificate of limited partnership and, if different, the date of the first filing by the partnership with the secretary of state pursuant to section 1782.63 of the Revised Code; (3) The amendment to the certificate of limited partnership. (B) Within thirty days after the occurrence of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed pursuant to division (A) of this section: (1) A new general partner is admitted; (2) A general partner withdraws; (3) The business is continued pursuant to section 1782.44 of the Revised Code after an event of withdrawal of a general partner; (4) The address of the principal place of business of the limited partnership changes; (5) The name of the limited partnership changes. (C) A general partner who becomes aware that any statement in the certificate of limited partnership was materially false when made or that any arrangements or other facts described have changed, thereby making the certificate materially inaccurate, promptly shall amend the certificate. (D) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine. (E) A person is not liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of an event referred to in division (B) of this section if the amendment is filed within the thirty-day period specified in that division. (F) A certificate of limited partnership may be restated at any time by filing a restatement of the certificate of limited partnership with the secretary of state.
Ohio Rev. Code § 1715.18 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.18
§ 1715.18. Incorporation of cathedrals or other religious societies
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly When a diocesan convention or other representative body of any religious denomination in this state desires the incorporation of a cathedral or other central or general religious society or church of its denomination, having, in addition to local religious, educational, or charitable functions, a general charge of such functions and of missionary function in the diocese or other ecclesiastical territory in this state represented by said body, and when at any regular meeting of such representative body it elects not less than five members of such denomination, at least one of whom is a resident freeholder in this state, to serve as members of the chapter or trustees of the society being incorporated until the election of their successors, and makes a statement giving the names of such members or trustees, the character of the endowment fund or other property, donations, or appropriations to be entrusted to their care and the uses to which such fund, property, donations, and appropriations are to be applied, the general rights, powers, and duties of such members or trustees, and the corporate name by which they are to be known, which statement is signed, certified, attested, acknowledged, filed, and recorded in the office of the secretary of state in the manner prescribed by section 1715.12 of the Revised Code for statements filed under such section, then the members or trustees so named thereupon, with their successors in office, under such corporate name, become a body corporate and politic for the purposes specified in such statement. A copy of such record, certified by the secretary of state, shall be evidence of the existence of such corporation.
Ohio Rev. Code § 1713.041 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.041
§ 1713.041. Annual reporting requirements
Status: in_force

September 30, 2025 House Bill 96 - 136th General Assembly (A) Each institution or school authorized to offer courses or degrees under a certificate of authorization annually shall provide to the chancellor of higher education all of the following: (1) Verification of current accreditation status and a copy of the most recent institutional report from the institution's accrediting organization; (2) A plan to preserve student records indefinitely in the event of closure of the institution or discontinuation of service. The plan shall include a method by which students and alumni of the institution may retrieve student records by request. The plan also shall include a designation and signed confirmation of an official custodian of student records. Student records preserved under the plan shall include, but not be limited to: (a) Academic transcripts; (b) Financial aid documents; (c) International student forms; (d) Tax information. (3) The following program information: (a) A list of current degree programs offered by the institution in this state; (b) The results of any external degree program evaluations conducted in the last year; (c) A list of any degree programs that have been eliminated in the last year; (4) The latest financial statement for the most recent fiscal year compiled and audited by an independent certified public accountant, including any management letters provided by the independent auditor; (5) Any other information requested by the chancellor. (B) If an institution or school fails to submit the information required under division (A) of this section or if the chancellor finds that the information submitted under that division is insufficient, the chancellor may suspend, withdraw, or revoke an institution or school's institutional authorization or a program's authorization. (C) Each institution or school shall immediately notify the chancellor if the institution or school does any of the following: (1) Receives notice from the federal government or an institutional accrediting organization that the institution or school is subject to heightened reporting standards or special monitoring status, such as the United States department of education's heightened cash monitoring process; (2) Receives preliminary or final accreditation findings; (3) Becomes the subject of an investigation by a government agency related to the institution's academic quality, financial stability, or student consumer protection; (4) Fails to make any payments to applicable retirement systems; (5) Fails to make any scheduled payroll payments; (6) Fails to make any payments to vendors when due as a result of a cash deficiency or a substantial deficiency in the payment processing system of the institution; (7) Fails to make any scheduled payment of principal or interest for short- or long-term debt; (8) Makes budget revisions resulting in a substantially reduced ending fund balance or larger deficit; (9) Becomes aware of significant negative variance between the most recently adopted annual budget and actual revenues or expenses as projected at the end of the fiscal year. (D) A document received by the chancellor under division (C)(1), (2), or (3) of this section that is confidential under federal law is not subject to release under a public record request until such time as the document is released publicly by the appropriate entity. Further, financial documentation of the institution or school received by the chancellor under this section is not a public record under section 149.43 of the Revised Code. Last updated August 13, 2025 at 5:34 PM
Ohio Rev. Code § 1721.211 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.211
§ 1721.211. Preneed cemetery merchandise and services contract
Status: in_force

October 29, 2018 House Bill 168 - 132nd General Assembly (A) As used in this section, "preneed cemetery merchandise and services contract" means a written agreement, contract, or series of contracts to sell or otherwise provide an outer burial container, monument, marker, urn, other type of merchandise customarily sold by cemeteries, or opening and closing services to be used or provided in connection with the final disposition of a dead human body, where payment for the container, monument, marker, urn, other type of merchandise customarily sold by cemeteries, or opening and closing services is made either outright or on an installment basis, prior to the death of the person so purchasing or for whom so purchased. "Preneed cemetery merchandise and services contract" does not include any preneed funeral contract or any agreement, contract, or series of contracts pertaining to the sale of any burial lot, burial or interment right, entombment right, or columbarium right with respect to which an endowment care trust is established or is exempt from establishment pursuant to section 1721.21 of the Revised Code. (B) Subject to the limitations and restrictions contained in Chapters 1101. to 1127. of the Revised Code, a trust company licensed under Chapter 1111. of the Revised Code or a national bank or federal savings association that pledges securities in accordance with section 1111.04 of the Revised Code or the individuals described in division (C)(2) of this section have the power as trustee to receive moneys under a preneed cemetery merchandise and services contract and to hold and invest such moneys in accordance with sections 2109.37 and 2109.371 of the Revised Code or, if provided for in the instrument creating the trust, in accordance with the Ohio Uniform Prudent Investor Act. (C)(1) The greater of one hundred ten per cent of the seller's actual cost or thirty per cent of the seller's retail price of the merchandise and seventy per cent of the seller's retail price of the services to be provided under a preneed cemetery merchandise and services contract shall remain intact as a fund and held in a preneed cemetery merchandise and services trust until the death of the person for whose benefit the contract is made or the merchandise is delivered as set forth in division (K) of this section. However, any moneys held pursuant to this section shall be released upon demand of the person for whose benefit the contract was made or upon the demand of the seller for its share of the moneys held and earned interest if the contract has been canceled as set forth in division (G) of this section. (2) The trustee of the preneed cemetery merchandise and services trust shall be a trust company licensed under Chapter 1111. of the Revised Code or a national bank or federal savings association that pledges securities in accordance with section 1111.04 of the Revised Code or at least three individuals who have been residents of the county in which the seller is located for at least one year, each of whom shall be bonded by a fidelity bond, or insured under an insurance policy less any deductible, in an amount that is at least equal to the amount deposited in the trust of which those persons serve as trustee. Amounts in the trust shall be held and invested in the manner in which trust funds are permitted to be held and invested pursuant to sections 2109.37 and 2109.371 of the Revised Code or, if provided for in the instrument creating the trust, in accordance with the Ohio Uniform Prudent Investor Act. (3) Every preneed cemetery and merchandise contract entered into on or after October 12, 2006, shall include a provision in substantially the following form: NOTICE: Under Ohio law, the person holding the right of disposition of the remains of the beneficiary of this contract pursuant to section 2108.70 or 2108.81 of the Revised Code will have the right to purchase cemetery merchandise and services inconsistent with the merchandise and services set forth in this contract. However, the beneficiary is encouraged to state his or her preferences as to the manner of final disposition in a declaration of the right of disposition pursuant to section 2108.72 of the Revised Code, including that the arrangements set forth in this contract shall be followed. (D) Within thirty days after the last business day of the month in which the seller of cemetery merchandise or services receives final contractual payment under a preneed cemetery merchandise and services contract, the seller shall deliver the greater of one hundred ten per cent of the seller's actual cost or thirty per cent of the seller's retail price of the merchandise and seventy per cent of the seller's current retail price of the services as of the date of the contract to a trustee or to trustees as described in division (C)(2) of this section, and the moneys and accruals or income on the moneys shall be held in a fund in a preneed cemetery merchandise and services trust and designated for the person for whose benefit the fund was established as a preneed cemetery merchandise and services contract fund. (E) The moneys received from more than one preneed cemetery merchandise and services contract may, at the option of the persons for whose benefit the contracts are made, be placed in a common or pooled trust fund in this state under a single trust instrument. If three individuals are designated as the trustees as provided in division (C)(2) of this section, they shall be bonded by a fidelity bond, or insured under an insurance policy less any deductible, in an aggregate amount of not less than one hundred per cent of the funds held by them as trustees. The trustees or their agent shall, on a continuous basis, keep exact records as to the amount of funds under a single trust instrument being held for the individual beneficiaries showing the amount paid, the amount deposited and invested, and accruals and income. (F)(1) The seller of merchandise or services under a preneed cemetery merchandise and services contract shall ensure each of the following: (a) That, within the time specified in division (D) of this section, the amounts required by that division were deposited in an appropriate fund in a preneed cemetery merchandise and services trust; (b) That the p reneed cemetery merchandise and services trust has not been used to collateralize or guarantee loans and has not otherwise been subjected to any consensual lien; (c) That the p reneed cemetery merchandise and services trust is invested in compliance with the investing standards set forth in sections 2109.37 and 2109.371 of the Revised Code or, if provided for in the instrument creating the trust, in accordance with the Ohio Uniform Prudent Investor Act; (d) That no moneys have been removed from the p reneed cemetery merchandise and services trust, except as provided for in this section. (2) Except as provided in division (F)(3) of this section, the seller of merchandise or services under a preneed cemetery merchandise and services contract shall annually submit to the division of real estate of the department of commerce an affidavit in a form prescribed by the division, certifying under oath the seller satisfied division (F)(1) of this section. (3) A licensed funeral director who sells preneed funeral contracts and who also sells merchandise or services under a preneed cemetery merchandise and services contract shall be deemed to have met the requirement in division (F) (2) of this section by submitting the annual preneed cemetery merchandise and services contract affidavit to the board of embalmers and funeral directors along with or as part of the annual preneed funeral contract report required under divisions (I) and (J) of section 4717.31 of the Revised Code. (G) This division is subject to division (I) of this section. Any person upon initially entering into a preneed cemetery merchandise and services contract may, within seven days, cancel the contract and request and receive from the seller one hundred per cent of all payments made under the contract. After the expiration of the above period, any person who has entered into a preneed cemetery merchandise and services contract may, on not less than fifteen days' notice, cancel the contract and request and receive from the seller sixty per cent of the payments made under the contract which have been paid up to the time of cancellation; except that, if a preneed cemetery merchandise and services contract stipulates a firm or fixed or guaranteed price for the merchandise or services for future use at a time determined by the death of the person on behalf of whom payments are made, the person who has entered into the contract may, if the merchandise has not been delivered or the services have not been performed as set forth in division (K) or (L) of this section, on not less than fifteen days' notice, cancel the contract and receive from the seller sixty per cent of the principal paid pursuant to the contract and not less than eighty per cent of any interest paid, up to the time of cancellation, and not less than eighty per cent of any accrual or income earned while the moneys have been held pursuant to divisions (C) and (D) of this section, up to the time of cancellation. Upon cancellation, after the moneys have been distributed to the beneficiary pursuant to this division, all remaining moneys being held pursuant to divisions (C) and (D) of this section shall be paid to the seller. If more than one person enters into the contract, all of those persons must request cancellation for it to be effective under this division. In such a case, the seller shall refund to each person only those moneys that each person has paid under the contract. (H) Upon receipt of a certified copy of the certificate of death or evidence of delivery of the merchandise or performance of the services pursuant to division (K) or (L) of this section, the trustee described in division (C)(2) of this section or its agent, shall forthwith pay the fund and accumulated interest, if any, to the person entitled to them under the preneed cemetery merchandise and services contract. The payment of the fund and accumulated interest pursuant to this section, either to a seller or person making the payments, shall relieve the trustee of any further liability on the fund or accumulated interest. (I) Notwithstanding any other provision of this section, any preneed cemetery merchandise and services contract may specify that it is irrevocable. All irrevocable preneed cemetery merchandise and services contracts shall include a clear and conspicuous disclosure of irrevocability in the contract and any person entering into an irrevocable preneed cemetery merchandise and services contract shall sign a separate acknowledgment of the person's waiver of the right to revoke. If a contract satisfies the requirements of this division, division (G) of this section does not apply to that contract. (J) Any preneed cemetery merchandise and services contract that involves the payment of money shall be in writing and in compliance with the laws and rules of this state. (K) For purposes of this section, the seller is considered to have delivered merchandise pursuant to a preneed cemetery merchandise and services contract when either of the following occur: (1) The seller makes actual delivery of the merchandise to the beneficiary, or the seller pays for the merchandise and identifies it as being stored for the benefit of the beneficiary at a manufacturer's warehouse. (2) The seller receives delivery of the merchandise on behalf of the beneficiary, and all of the following occur: (a) The merchandise is permanently affixed to or stored upon the real property of a cemetery located in this state. (b) The seller notifies the beneficiary of receipt of the merchandise and identifies the specific location of the merchandise. (c) The seller at the time of the beneficiary's final payment provides the beneficiary with evidence of ownership in the beneficiary's name showing the merchandise to be free and clear of any liens or other encumbrances. (L) For purposes of this section, a seller is considered to have performed services pursuant to a preneed cemetery merchandise and services contract when the beneficiary's next of kin signs a written statement that the services have been performed or, if no next of kin of the beneficiary can be located through reasonable diligence, when the owner or other person responsible for the operation of the cemetery signs a statement of that nature. (M) Notwithstanding any other provision of this chapter, any trust may be charged a trustee's fee, which is to be deducted from the earned income or accruals on that trust. The fee shall not exceed the amount that is regularly or usually charged for similar services rendered by the trustee described in division (C)(2) of this section when serving as a trustee. (N) The general assembly intends that this section be construed as a limitation upon the manner in which a person is permitted to accept moneys in prepayment for merchandise and services to be delivered or provided in the future, or merchandise and services to be used or provided in connection with the final disposition of human remains, to the end that at all times members of the public may have an opportunity to arrange and pay for merchandise and services for themselves and their families in advance of need while at the same time providing all possible safeguards whereunder the prepaid moneys cannot be dissipated, whether intentionally or not, so as to be available for the payment for merchandise and services and the providing of merchandise and services used or provided in connection with the final disposition of dead human bodies. (O) This section does not apply to the seller or provider of merchandise or services under a preneed cemetery merchandise and services contract if the contract pertains to a cemetery that is owned and operated entirely and exclusively by an established and legally cognizable church or denomination that is exempt from federal income taxation under section 501(c)(3) of the "Internal Revenue Code of 1954," 26 U.S.C.A. 501, an established fraternal organization, or a municipal corporation or other political subdivision of the state, to a cemetery that is a national cemetery, or to a cemetery that is a family cemetery as defined in section 4767.02 of the Revised Code; provided that, on a voluntary basis, rules and other measures are adopted to safeguard and secure all moneys received under a preneed cemetery merchandise and services contract. (P) This section does not prohibit persons other than cemetery corporations or associations from selling outer burial containers, monuments, markers, urns, or other types of merchandise customarily sold by cemeteries pursuant to a preneed cemetery merchandise and services contract; however all sellers of merchandise pursuant to a preneed cemetery merchandise and services contract shall comply with this section unless the seller is specifically exempt from this section. (Q) Any contract for preneed services or merchandise entered into with a cemetery not registered under section 4767.03 of the Revised Code is voidable.
Ohio Rev. Code § 1704.04 — Ohio Revised Code / Title 17 / Chapter 1704 / § 1704.04
§ 1704.04. Determining fair market value of shares on date in question
Status: in_force

April 11, 1990 Senate Bill 321 - 118th General Assembly (A) For purposes of this chapter, the fair market value on the date in question of shares shall be determined as follows: (1) If that class or series of shares is listed on a United States securities exchange registered under the Exchange Act, the fair market value shall be the simple arithmetic average closing sale price during the thirty calendar days immediately before the date in question of a share of that class or series on the principal such exchange on which that class or series is listed; (2) If that class or series of shares is not listed on an exchange described in division (A)(1) of this section, the fair market value shall be the simple arithmetic average closing bid quotation during the thirty calendar days immediately before the date in question for a share of that class or series on the national association of securities dealers automated quotation system or any similar system then in use; (3) If no quotations described in division (A)(1) or (2) of this section are available, the fair market value shall be determined in good faith by the directors of the issuing public corporation. (B) For purposes of this chapter, the fair market value on the date in question of property other than cash or shares shall be determined in good faith by the directors of the issuing public corporation.
Ohio Rev. Code § 1782.15 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.15
§ 1782.15. Filing is notice of certain fact
Status: in_force

October 4, 1996 House Bill 495 - 121st General Assembly The fact that a certificate of limited partnership is on file in the office of a county recorder or with the secretary of state is notice that the partnership is a limited partnership and that the persons designated in the certificate as general partners are general partners. It is not notice of any other fact. Any certificate filed with the secretary of state on or after July 1, 1994, shall supersede all certificates filed in the office of a county recorder pursuant to this chapter or pursuant to the law governing limited partnerships that was in effect prior to April 4, 1985, with respect to such partnership.
Ohio Rev. Code § 1753.07 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.07
§ 1753.07. Information given to provider
Status: in_force

June 25, 2008 House Bill 125 - 127th General Assembly (A)(1) Prior to entering into a participation contract with a provider under section 1751.13 of the Revised Code, a health insuring corporation shall disclose basic information regarding its programs and procedures to the provider. The information shall include all of the following: (a) How a participating provider is reimbursed for the participating provider's services, including the range and structure of any financial risk sharing arrangements, a description of any incentive plans, and, if reimbursed according to a type of fee-for-service arrangement, the level of reimbursement for the participating provider's services; (b) Insofar as division (A)(1) of section 3963.03 of the Revised Code is applicable, all of the information that is described in that division and is not included in division (A)(1)(a) of this section. (2) Prior to entering into a participation contract with a provider under section 1751.13 of the Revised Code, a health insuring corporation shall disclose the following information upon the provider's request: (a) How referrals to other participating providers or to nonparticipating providers are made; (b) The availability of dispute resolution procedures and the potential for cost to be incurred; (c) How a participating provider's name and address will be used in marketing materials. (B) A health insuring corporation shall provide all of the following to a participating provider: (1) Any material incorporated by reference into the participation contract, that is not otherwise available as a public record, if such material affects the participating provider; (2) Administrative manuals related to provider participation, if any; (3) Insofar as division (B) of section 3963.03 of the Revised Code is applicable, the summary disclosure form with the disclosures required under that division; (4) A signed and dated copy of the final participation contract. (C) Nothing in this section requires a health insuring corporation providing specialty health care services or supplemental health care services to disclose the health insuring corporation's aggregate maximum allowable fee table used to determine providers' fees or fee schedules.
Ohio Rev. Code § 1761.16 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.16
§ 1761.16. Reports of audited financial statements
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly (A) A credit union share guaranty corporation shall file with the superintendent of credit unions an annual report containing audited financial statements, prepared in accordance with generally accepted accounting principles or such other accounting requirements determined by the superintendent of credit unions, covering the fiscal year within one hundred days after the close of such fiscal year in accordance with division (E) of this section and in the form and with such other relevant information as the superintendent of credit unions may require by rules adopted under division (C) of section 1761.04 of the Revised Code. The audited financial statements shall include at least a balance sheet and a statement of income for the year ended on the balance sheet date. The report and audited financial statements shall be accompanied by a report, certificate, or opinion of an independent certified public accountant or independent public accountant. Every such report shall be certified by the oath of the president and secretary of the corporation, and such verification shall state that the report is true and correct in all respects to the best of the knowledge and belief of the persons verifying it. (B) If the report, certificate, or opinion of the certified public accountant or independent accountant referred to in division (A) of this section is qualified pursuant to generally accepted auditing standards, the superintendent of credit unions shall require the corporation to take such action as the superintendent considers appropriate to permit an independent accountant to remove such qualification from the report, certificate, or opinion. The superintendent may reject any financial statement, report, certificate, or opinion filed pursuant to division (A) of this section by notifying the corporation of its rejection and the cause thereof. Within thirty days after receipt of such notice, the corporation shall correct such qualification, and the failure to do so is deemed a violation of this division. The superintendent shall retain a copy of all filings so rejected. (C) The superintendent of credit unions shall conduct or cause to be conducted, not more often than annually and not less than every three years, an audit examination of the credit union share guaranty corporation. The audit examination shall include an actuarial study of the capital adequacy of the corporation. The corporation shall be assessed the costs of such audit examination, which assessment shall not exceed one per cent of the capital contributions and surplus of the corporation. (D) The superintendent of credit unions may require a special examination of the corporation in the event the superintendent determines that there is or will be an impairment of the guarantee fund as defined in division (C)(1) of section 1761.10 of the Revised Code. The corporation shall be assessed the cost of such special examination. (E) The accounting of the corporation shall be on a calendar year basis or as otherwise prescribed by the corporation with the prior written approval of the superintendent of credit unions. The books of the corporation shall be maintained in accordance with generally accepted accounting principles. (F) The corporation shall make any other special report to the superintendent of credit unions as the superintendent may from time to time require. Such a report shall be in the form and filed at such date as prescribed by the superintendent, and shall, if required by the superintendent, be verified in such manner as prescribed. (G) Each credit union share guaranty corporation 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. (H) All of the provisions of this section are in addition to those chapters of Title XXXIX of the Revised Code specified in division (A) of section 1761.04 of the Revised Code. Last updated September 19, 2023 at 2:56 PM
Ohio Rev. Code § 1713.13 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.13
§ 1713.13. Trustees to be divided into classes - president ex-officio member - limitations and designations
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The president of a university or college referred to in section 1713.12 of the Revised Code, shall, ex officio, be a member of the board of trustees after the acceptance of sections 1713.12 to 1713.21 , inclusive, of the Revised Code, by any such university or college. At any of its meetings such board shall divide its number, not including such president, into classes, making one class for each conference or religious body at the time patronizing such university or college, one class for the alumni of such university or college, and one class of trustees at large. No class shall have more than ten members. Each conference or other religious body patronizing such university shall have the same number of trustees. The board may designate the number of trustees to be assigned to the alumni association and to the class of trustees at large, but the combined number of trustees apportioned to said patronizing conferences of other religious bodies shall constitute a majority of the entire board, not including the president.
Ohio Rev. Code § 1702.03 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.03
§ 1702.03. Purposes of corporation
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly A corporation may be formed under this chapter for any purpose or purposes for which natural persons lawfully may associate themselves, except that when there is a special provision in the Revised Code for the formation thereunder of a designated class of corporations, a corporation of such class shall be formed thereunder.
Ohio Rev. Code § 1751.11 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.11
§ 1751.11. Evidence of coverage
Status: in_force

October 24, 2024 Senate Bill 175 - 135th General Assembly (A) Every subscriber of a health insuring corporation is entitled to an evidence of coverage for the health care plan under which health care benefits are provided. (B) Every subscriber of a health insuring corporation that offers basic health care services is entitled to an identification card or similar document that specifies the health insuring corporation's name as stated in its articles of incorporation, and any trade or fictitious names used by the health insuring corporation. The identification card or document shall list at least one toll-free telephone number that provides the subscriber with access, to information on a twenty-four-hours-per-day, seven-days-per-week basis, as to how health care services may be obtained. The identification card or document shall also list at least one toll-free number that, during normal business hours, provides the subscriber with access to information on the coverage available under the subscriber's health care plan and information on the health care plan's internal and external review processes. (C) No evidence of coverage, or amendment to the evidence of coverage, shall be delivered, issued for delivery, renewed, or used, until the form of the evidence of coverage or amendment has been filed by the health insuring corporation with the superintendent of insurance. If the superintendent does not disapprove the evidence of coverage or amendment within sixty days after it is filed it shall be deemed approved, unless the superintendent sooner gives approval for the evidence of coverage or amendment. With respect to an amendment to an approved evidence of coverage, the superintendent only may disapprove provisions amended or added to the evidence of coverage. If the superintendent determines within the sixty-day period that any evidence of coverage or amendment fails to meet the requirements of this section, the superintendent shall so notify the health insuring corporation and it shall be unlawful for the health insuring corporation to use such evidence of coverage or amendment. At any time, the superintendent, upon at least thirty days' written notice to a health insuring corporation, may withdraw an approval, deemed or actual, of any evidence of coverage or amendment on any of the grounds stated in this section. Such disapproval shall be effected by a written order, which shall state the grounds for disapproval and shall be issued in accordance with Chapter 119. of the Revised Code. (D) No evidence of coverage or amendment shall be delivered, issued for delivery, renewed, or used: (1) If it contains provisions or statements that are inequitable, untrue, misleading, or deceptive; (2) Unless it contains a clear, concise, and complete statement of the following: (a) The health care services and insurance or other benefits, if any, to which an enrollee is entitled under the health care plan; (b) Any exclusions or limitations on the health care services, type of health care services, benefits, or type of benefits to be provided, including copayments and deductibles; (c) An enrollee's personal financial obligation for noncovered services; (d) Where and in what manner general information and information as to how health care services may be obtained is available, including a toll-free telephone number; (e) The premium rate with respect to individual and conversion contracts, and relevant copayment and deductible provisions with respect to all contracts. The statement of the premium rate, however, may be contained in a separate insert. (f) The method utilized by the health insuring corporation for resolving enrollee complaints; (g) The utilization review, internal review, and external review procedures established under sections 1751.77 to 1751.83 and Chapter 3922. of the Revised Code. (3) Unless it provides for the continuation of an enrollee's coverage, in the event that the enrollee's coverage under the group policy, contract, certificate, or agreement terminates while the enrollee is receiving inpatient care in a hospital. This continuation of coverage shall terminate at the earliest occurrence of any of the following: (a) The enrollee's discharge from the hospital; (b) The determination by the enrollee's attending physician that inpatient care is no longer medically indicated for the enrollee; however, nothing in division (D)(3)(b) of this section precludes a health insuring corporation from engaging in utilization review as described in the evidence of coverage. (c) The enrollee's reaching the limit for contractual benefits; (d) The effective date of any new coverage. (4) Unless, with respect to a policy or contract that is not covered by section 3956.04 of the Revised Code, it contains a provision that states, in substance, that the health insuring corporation is not a member of any guaranty fund, and that in the event of the health insuring corporation's insolvency, an enrollee is protected only to the extent that the hold harmless provision required by section 1751.13 of the Revised Code applies to the health care services rendered; (5) Unless it contains a provision that states, in substance, that in the event of the insolvency of the health insuring corporation, an enrollee may be financially responsible for health care services rendered by a provider or health care facility that is not under contract to the health insuring corporation, whether or not the health insuring corporation authorized the use of the provider or health care facility. (E) Notwithstanding divisions (C) and (D) of this section, a health insuring corporation may use an evidence of coverage that provides for the coverage of beneficiaries enrolled in medicare pursuant to a medicare contract, or an evidence of coverage that provides for the coverage of beneficiaries enrolled in the federal employees health benefits program pursuant to 5 U.S.C.A. 8905, or an evidence of coverage that provides for the coverage of medicaid recipients, or an evidence of coverage that provides for the coverage of beneficiaries under any other federal health care program regulated by a federal regulatory body, or an evidence of coverage that provides for the coverage of beneficiaries under any contract covering officers or employees of the state that has been entered into by the department of administrative services, if both of the following apply: (1) The evidence of coverage has been approved by the United States department of health and human services, the United States office of personnel management, the department of medicaid, or the department of administrative services. (2) The evidence of coverage is filed with the superintendent of insurance prior to use and is accompanied by documentation of approval from the United States department of health and human services, the United States office of personnel management, the department of medicaid, or the department of administrative services. Last updated August 16, 2024 at 8:18 AM
Ohio Rev. Code § 1706.711 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.711
§ 1706.711. Merger approval, amendment, or abandonment
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) To be effective, an agreement of merger shall be consented to by all the members of a constituent limited liability company. (B) After the agreement of merger is approved, and at any time before a certificate of merger is delivered to the secretary of state for filing under section 1706.712 of the Revised Code, a constituent limited liability company may amend the agreement or abandon the merger: (1) As provided in the agreement; or (2) Except as otherwise prohibited in the agreement, with the same consent as was required to approve the agreement.
Ohio Rev. Code § 1719.03 — Ohio Revised Code / Title 17 / Chapter 1719 / § 1719.03
§ 1719.03. Officers
Status: in_force

October 31, 1967 Senate Bill 75 - 107th General Assembly The officers of a charitable trust incorporated as provided in section 1719.01 of the Revised Code, shall be a president, a vice-president, a treasurer and a secretary. The board may create other offices deemed necessary or designated by such deed or will.
Ohio Rev. Code § 1782.29 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.29
§ 1782.29. Allocation of profits and losses
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly The profits, losses, income, gains, deductions, credits, or similar items of a limited partnership shall be allocated among the partners and classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, such allocations shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to section 1782.05 of the Revised Code, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
Ohio Rev. Code § 1702.18 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.18
§ 1702.18. Notice of meeting
Status: in_force

August 19, 2005 House Bill 42 - 126th General Assembly Unless the articles or the regulations provide for notice of meetings otherwise than as provided in this section, written notice stating the place, if any, and the time of a meeting and the means, if any, by which the voting members can be present and vote at the meeting through the use of authorized communications equipment, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given in the manner described in section 1702.02 of the Revised Code, not less than ten or not more than sixty days before the date of the meeting: (A) to each member entitled to notice of the meeting; (B) by or at the direction of the president or the secretary or any other person required or permitted by the regulations to give notice or the officers or persons calling the meeting. If mailed or sent by overnight delivery service, that notice shall be addressed to the member at the member's address as it appears on the records of the corporation. If sent by means of authorized communications equipment, that notice shall be sent to the address furnished by the voting member for transmissions by authorized communications equipment. Notice of adjournment of a meeting need not be given if the place, if any, and the time to which it is adjourned and the procedure by which the voting members can be present and vote at the adjourned meeting through the use of authorized communications equipment are fixed and announced at the meeting.
Ohio Rev. Code § 1709.02 — Ohio Revised Code / Title 17 / Chapter 1709 / § 1709.02
§ 1709.02. Obtaining registration in beneficiary form
Status: in_force

October 1, 1993 House Bill 62 - 120th General Assembly Only individuals whose registration of a security shows sole ownership by one individual or multiple ownership by two or more individuals with a right of survivorship, rather than ownership as tenants in common, may obtain registration in beneficiary form. Multiple owners of a security registered in beneficiary form hold as joint tenants with a right of survivorship and not as tenants in common.
Ohio Rev. Code § 1728.05 — Ohio Revised Code / Title 17 / Chapter 1728 / § 1728.05
§ 1728.05. Loans, guarantees, acquisitions
Status: in_force

November 22, 1973 Senate Bill 90 - 110th General Assembly A community urban redevelopment corporation in carrying out projects may: (A) Accept loans from the federal government or an agency thereof in aid of a project owned or to be acquired or undertaken by the corporation. (B) Obtain, or aid in obtaining, from the federal government any insurance or guarantee, or commitment therefor, as to, or for the payment or repayment of interest or principal, or both, or any part thereof, of any loan or other extension of credit, or any instrument evidencing or securing the same, obtained or to be obtained or entered into by it, and to enter into any agreement or contract, or execute any instrument whatsoever with respect to any such insurance or guarantee. (C) Acquire public or private lands by purchase or otherwise, on such terms and in such manner as it deems proper which lands are necessary for the undertaking and carrying out of a community development plan approved by the governing body of the impacted city and to the extent agreed to by the governing body of an impacted city in a financial agreement provided for in section 1728.07 of the Revised Code.
Ohio Rev. Code § 1746.03 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.03
§ 1746.03. Compliance with chapter
Status: in_force

March 18, 1983 Senate Bill 435 - 114th General Assembly No business trust shall be authorized to transact business in this state unless it complies with section 1746.04 of the Revised Code, except that a business trust that is transacting business in this state on the effective date of this section may continue to transact business in this state without complying with this chapter and, if it makes the filings described in section 1746.04 of the Revised Code, shall be deemed to have elected to operate under this chapter. A business trust shall be deemed to be transacting business in this state for purposes of this chapter only if such business trust maintains a place of business in this state from which it regularly engages on its own behalf in activities permitted by its trust instrument and permitted under this chapter, provided that nothing contained in this chapter shall prohibit any business trust that does not transact business within the meaning set forth in this section from voluntarily complying with the provisions of this chapter.
Ohio Rev. Code § 1721.15 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.15
§ 1721.15. Sale of grounds by certain associations
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The trustees of a cemetery association whose cemetery is within the limits of a municipal corporation which by ordinance has prohibited interments in such municipal corporations, whose cemetery is abandoned as a place for the burial of the dead, or which is involved in debt it is unable to pay, may apply, by petition to the court of common pleas of the county in which such cemetery is located, for the sale of the whole or a portion of its grounds, and said court may order such sale. The money derived from such sale shall be applied, under the direction of such court, to the costs of the removal from such grounds and reinterment elsewhere of the remains of the dead and to the payment of any debts of such association. Any surplus of such proceeds over such costs and debts must be invested upon interest, and the income therefrom applied to keeping in repair any unsold portion of the cemetery; if the entire premises are sold, any such surplus shall be divided pro rata among the owners of lots therein. The court shall set a time for the removal of the dead, after the confirmation of such sale. Notice of the filing of such petition shall be given by publication for four consecutive weeks in some newspaper of general circulation in the county where it is filed, setting forth the object and prayer of the petition and that any person claiming an interest in the subject matter of such petition may appear and file an answer. On final hearing of the case, the court shall make such order or decree as will best secure the rights of the persons having an interest in such cemetery.
Ohio Rev. Code § 1701.01 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.01
§ 1701.01. General corporation law definitions
Status: in_force

March 24, 2021 Senate Bill 21 - 133rd General Assembly As used in sections 1701.01 to 1701.98 of the Revised Code, unless the context otherwise requires: (A) "Corporation" or "domestic corporation" means a corporation for profit formed under the laws of this state. (B) "Foreign corporation" means a corporation for profit formed under the laws of another state, and "foreign entity" means an entity formed under the laws of another state. (C) "State" means the United States; any state, territory, insular possession, or other political subdivision of the United States, including the District of Columbia; any foreign country or nation; and any province, territory, or other political subdivision of such foreign country or nation. (D) "Articles" includes original articles of incorporation, certificates of reorganization, amended articles, and amendments to any of these, and, in the case of a corporation created before September 1, 1851, the special charter and any amendments to it made by special act of the general assembly or pursuant to general law. (E) "Incorporator" means a person who signed the original articles of incorporation. (F) "Shareholder" means a person whose name appears on the books of the corporation as the owner of shares of the corporation. Unless the articles, the regulations adopted by the shareholders, the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code, or the contract of subscription otherwise provides, "shareholder" includes a subscriber to shares, whether the subscription is received by the incorporators or pursuant to authorization by the directors, and such shares shall be deemed to be outstanding shares. (G) "Person" includes, without limitation, a natural person, a corporation, whether nonprofit or for profit, a partnership, a limited liability company, an unincorporated society or association, and two or more persons having a joint or common interest. (H) The location of the "principal office" of a corporation is the place named as the principal office in its articles. (I) The "express terms" of shares of a class are the statements expressed in the articles with respect to such shares. (J) Shares of a class are "junior" to shares of another class when any of their dividend or distribution rights are subordinate to, or dependent or contingent upon, any right of, or dividend on, or distribution to, shares of such other class. (K) "Treasury shares" means shares belonging to the corporation and not retired that have been either issued and thereafter acquired by the corporation or paid as a dividend or distribution in shares of the corporation on treasury shares of the same class; such shares shall be deemed to be issued, but they shall not be considered as an asset or a liability of the corporation, or as outstanding for dividend or distribution, quorum, voting, or other purposes, except, when authorized by the directors, for dividends or distributions in authorized but unissued shares of the corporation of the same class. (L) To "retire" a share means to restore it to the status of an authorized but unissued share. (M) "Redemption price of shares" means the amount required by the articles to be paid on redemption of shares. (N) "Liquidation price" means the amount or portion of assets required by the articles to be distributed to the holders of shares of any class upon dissolution, liquidation, merger, or consolidation of the corporation, or upon sale of all or substantially all of its assets. (O) "Insolvent" means that the corporation is unable to pay its obligations as they become due in the usual course of its affairs. (P) "Parent corporation" or "parent" means a domestic or foreign corporation that owns and holds of record shares of another corporation, domestic or foreign, entitling the holder of the shares at the time to exercise a majority of the voting power in the election of the directors of the other corporation without regard to voting power that may thereafter exist upon a default, failure, or other contingency; "subsidiary corporation" or "subsidiary" means a domestic or foreign corporation of which another corporation, domestic or foreign, is the parent. (Q) "Combination" means a transaction, other than a merger or consolidation, wherein either of the following applies: (1) Voting shares of a domestic corporation are issued or transferred in consideration in whole or in part for the transfer to itself or to one or more of its subsidiaries, domestic or foreign, of all or substantially all the assets of one or more corporations, domestic or foreign, with or without good will or the assumption of liabilities; (2) Voting shares of a foreign parent corporation are issued or transferred in consideration in whole or in part for the transfer of such assets to one or more of its domestic subsidiaries. "Transferee corporation" in a combination means the corporation, domestic or foreign, to which the assets are transferred, and "transferor corporation" in a combination means the corporation, domestic or foreign, transferring such assets and to which, or to the shareholders of which, the voting shares of the domestic or foreign corporation are issued or transferred. (R) "Majority share acquisition" means the acquisition of shares of a corporation, domestic or foreign, entitling the holder of the shares to exercise a majority of the voting power in the election of directors of such corporation without regard to voting power that may thereafter exist upon a default, failure, or other contingency, by either of the following: (1) A domestic corporation in consideration in whole or in part, for the issuance or transfer of its voting shares; (2) A domestic or foreign subsidiary in consideration in whole or in part for the issuance or transfer of voting shares of its domestic parent. (S) "Acquiring corporation" in a combination means the domestic corporation whose voting shares are issued or transferred by it or its subsidiary or subsidiaries to the transferor corporation or corporations or the shareholders of the transferor corporation or corporations; and "acquiring corporation" in a majority share acquisition means the domestic corporation whose voting shares are issued or transferred by it or its subsidiary in consideration for shares of a domestic or foreign corporation entitling the holder of the shares to exercise a majority of the voting power in the election of directors of such corporation. (T) When used in connection with a combination or a majority share acquisition, "voting shares" means shares of a corporation, domestic or foreign, entitling the holder of the shares to vote at the time in the election of directors of such corporation without regard to voting power which may thereafter exist upon a default, failure, or other contingency. (U) "An emergency" exists when the governor, or any other person lawfully exercising the power and discharging the duties of the office of governor, proclaims that an attack on the United States or any nuclear, atomic, or other disaster has caused an emergency for corporations, and such an emergency shall continue until terminated by proclamation of the governor or any other person lawfully exercising the powers and discharging the duties of the office of governor. (V) "Constituent corporation" means an existing corporation merging into or into which is being merged one or more other entities in a merger or an existing corporation being consolidated with one or more other entities into a new entity in a consolidation, whether any of the entities is domestic or foreign, and "constituent entity" means any entity merging into or into which is being merged one or more other entities in a merger, or an existing entity being consolidated with one or more other entities into a new entity in a consolidation, whether any of the entities is domestic or foreign. (W) "Surviving corporation" means the constituent domestic or foreign corporation that is specified as the corporation into which one or more other constituent entities are to be or have been merged, and "surviving entity" means the constituent domestic or foreign entity that is specified as the entity into which one or more other constituent entities are to be or have been merged. (X) "Close corporation agreement" means an agreement that satisfies the three requirements of division (A) of section 1701.591 of the Revised Code. (Y) "Issuing public corporation" means a domestic corporation with fifty or more shareholders that has its principal place of business, its principal executive offices, assets having substantial value, or a substantial percentage of its assets within this state, and as to which no valid close corporation agreement exists under division (H) of section 1701.591 of the Revised Code. (Z)(1) "Control share acquisition" means the acquisition, directly or indirectly, by any person of shares of an issuing public corporation that, when added to all other shares of the issuing public corporation in respect of which the person may exercise or direct the exercise of voting power as provided in this division, would entitle the person, immediately after the acquisition, directly or indirectly, alone or with others, to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of such voting power: (a) One-fifth or more but less than one-third of such voting power; (b) One-third or more but less than a majority of such voting power; (c) A majority or more of such voting power. A bank, broker, nominee, trustee, or other person that acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing section 1701.831 of the Revised Code shall, however, be deemed to have voting power only of shares in respect of which such person would be able, without further instructions from others, to exercise or direct the exercise of votes on a proposed control share acquisition at a meeting of shareholders called under section 1701.831 of the Revised Code. (2) The acquisition by any person of any shares of an issuing public corporation does not constitute a control share acquisition for the purpose of section 1701.831 of the Revised Code if the acquisition was or is consummated in, results from, or is the consequence of any of the following circumstances: (a) Prior to November 19, 1982; (b) Pursuant to a contract existing prior to November 19, 1982; (c) By bequest or inheritance, by operation of law upon the death of an individual, or by any other transfer without valuable consideration, including a gift, that is made in good faith and not for the purpose of circumventing section 1701.831 of the Revised Code; (d) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing section 1701.831 of the Revised Code; (e) Pursuant to a merger or consolidation adopted, or a combination or majority share acquisition authorized, by vote of the shareholders of the issuing public corporation in compliance with section 1701.78 , 1701.781 , 1701.79 , 1701.791 , or 1701.83 of the Revised Code, or pursuant to a merger adopted in compliance with section 1701.802 of the Revised Code; (f) The person's being entitled, immediately thereafter, to exercise or direct the exercise of voting power of the issuing public corporation in the election of directors within the same range theretofore attained by that person either in compliance with the provisions of section 1701.831 of the Revised Code or as a result solely of the issuing public corporation's purchase of shares issued by it; (g) The person's being engaged in business as an underwriter of securities who acquires the shares directly from the issuing public corporation or an affiliate or associate of the issuing public corporation through its participation in good faith in a firm commitment underwriting registered under the "Securities Act of 1933," 15 U.S.C. 77a et seq., and not for the purpose of circumventing section 1701.831 of the Revised Code. The acquisition by any person of shares of an issuing public corporation in a manner described under division (Z)(2) of this section shall be deemed a control share acquisition authorized pursuant to section 1701.831 of the Revised Code within the range of voting power under division (Z)(1)(a), (b), or (c) of this section that such person is entitled to exercise after the acquisition, provided, in the case of an acquisition in a manner described under division (Z)(2)(c) or (d) of this section, the transferor of shares to such person had previously obtained any authorization of shareholders required under section 1701.831 of the Revised Code in connection with the transferor's acquisition of shares of the issuing public corporation. (3) The acquisition of shares of an issuing public corporation in good faith and not for the purpose of circumventing section 1701.831 of the Revised Code from any person whose control share acquisition previously had been authorized by shareholders in compliance with section 1701.831 of the Revised Code, or from any person whose previous acquisition of shares of an issuing public corporation would have constituted a control share acquisition but for division (Z)(2) or (3) of this section, does not constitute a control share acquisition for the purpose of section 1701.831 of the Revised Code unless such acquisition entitles the person making the acquisition, directly or indirectly, alone or with others, to exercise or direct the exercise of voting power of the corporation in the election of directors in excess of the range of voting power authorized pursuant to section 1701.831 of the Revised Code, or deemed to be so authorized under division (Z)(2) of this section. (AA) "Acquiring person" means any person who has delivered an acquiring person statement to an issuing public corporation pursuant to section 1701.831 of the Revised Code. (BB) "Acquiring person statement" means a written statement that complies with division (B) of section 1701.831 of the Revised Code. (CC)(1) "Interested shares" means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors: (a) An acquiring person; (b) Any officer of the issuing public corporation elected or appointed by the directors of the issuing public corporation; (c) Any employee of the issuing public corporation who is also a director of such corporation; (d) Any person that acquires such shares for valuable consideration during the period beginning with the date of the first public disclosure of a proposal for, or expression of interest in, a control share acquisition of the issuing public corporation; a transaction pursuant to section 1701.76 , 1701.78 , 1701.781 , 1701.79 , 1701.791 , 1701.83 , or 1701.86 of the Revised Code that involves the issuing public corporation or its assets; or any action that would directly or indirectly result in a change in control of the issuing public corporation or its assets, and ending on the record date established by the directors pursuant to section 1701.45 and division (D) of section 1701.831 of the Revised Code, if either of the following applies: (i) The aggregate consideration paid or given by the person who acquired the shares, and any other persons acting in concert with the person, for all such shares exceeds two hundred fifty thousand dollars; (ii) The number of shares acquired by the person who acquired the shares, and any other persons acting in concert with the person, exceeds one-half of one per cent of the outstanding shares of the corporation entitled to vote in the election of directors. (e) Any person that transfers such shares for valuable consideration after the record date described in division (CC)(1)(d) of this section as to shares so transferred, if accompanied by the voting power in the form of a blank proxy, an agreement to vote as instructed by the transferee, or otherwise. (2) If any part of this division is held to be illegal or invalid in application, the illegality or invalidity does not affect any legal and valid application thereof or any other provision or application of this division or section 1701.831 of the Revised Code that can be given effect without the invalid or illegal provision, and the parts and applications of this division are severable. (DD) "Certificated security" and "uncertificated security" have the same meanings as in section 1308.01 of the Revised Code. (EE) "Entity" means any of the following: (1) A for profit corporation existing under the laws of this state or any other state; (2) Any of the following organizations existing under the laws of this state, the United States, or any other state: (a) A business trust or association; (b) A real estate investment trust; (c) A common law trust; (d) An unincorporated business or for profit organization, including a general or limited partnership; (e) A limited liability company; (f) A nonprofit corporation. (FF) "Benefit corporation" means a corporation that sets forth in its articles of incorporation one or more beneficial purposes among the purposes for which the corporation is formed. (GG) "Beneficial purpose" means seeking to have a bona fide positive effect or to reduce one or more bona fide negative effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological nature for the benefit of persons, entities, communities, or interests other than shareholders in their capacity as shareholders.
Ohio Rev. Code § 1729.23 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.23
§ 1729.23. Standard of care for directors
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly (A) A director shall perform the duties of a director, including duties as a member of any committee of the directors upon which the director serves, in good faith, in a manner the director reasonably believes to be in or not opposed to the best interests of the association, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing these duties, a director 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 association whom the director reasonably believes are reliable and competent in the matters prepared or presented; (2) Counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; (3) A committee of the directors upon which the director does not serve, established in accordance with the association's articles of incorporation or bylaws, as to matters within its designated authority, provided the director reasonably believes the committee merits confidence. (B) For purposes of division (A) of this section: (1) A director shall not be found to have failed to perform the duties in accordance with division (A) of this section, unless it is proved, by clear and convincing evidence, in an action brought against the director that the director has not acted in good faith, in a manner reasonably believed to be in or not opposed to the best interests of the association, or with the care that an ordinarily prudent person in a like position would use under similar circumstances. Such an action includes, but is not limited to, an action that involves or affects any of the following: (a) A change or potential change in control of the association; (b) A termination or potential termination of the director's service to the association as a director; (c) Service in any other position or relationship with the association. (2) A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause reliance on information, opinions, reports, or statements that are prepared or presented by the persons described in divisions (A)(1) to (3) of this section to be unwarranted. (3) Division (B) of this section does not limit relief available under section 1729.24 of the Revised Code. (C)(1) Subject to divisions (C)(2) and (3) of this section, a director is liable in damages for any act that the director takes or fails to take as director only if it is proved, by clear and convincing evidence, in an action brought against the director that the act or omission of the director was undertaken with a deliberate intent to cause injury to the association or was undertaken with a reckless disregard for the best interests of the association. (2) Division (C)(1) of this section does not affect the liability of a director under section 1729.25 of the Revised Code. (3) Subject to division (C)(2) of this section, division (C)(1) of this section does not apply if, and only to the extent that, at the time of an act or omission of the director, the association's articles of incorporation or bylaws state, by specific reference to division (C)(1) of this section, that its provisions do not apply to the association. (D) For purposes of this section and section 1729.031 of the Revised Code, in determining what is reasonably believed to be in or not opposed to the best interests of the association, a director shall consider the purposes of the association and may consider any of the following: (1) The interests of the employees, suppliers, creditors, and customers of the association; (2) The economy of this state and of the United States; (3) Community and societal matters; (4) The long-term and short-term best interests of the association, including, but not limited to, the possibility that those interests may be best served by the continued independence of the association; (5) The interests of the members as patrons of the association. (E) Divisions (B) and (C) of this section do not affect the duties of a director who acts in any capacity other than as a director.
Ohio Rev. Code § 1751.85 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.85
§ 1751.85. Information for vision care services or materials
Status: in_force

October 24, 2024 Senate Bill 40 - 135th General Assembly (A) As used in this section, "covered dental services," "covered vision services," "dental care provider," "vision care materials," and "vision care provider" have the same meanings as in section 3963.01 of the Revised Code. (B) A health insuring corporation shall provide the information required in this division to all enrollees receiving coverage under an individual or group health insuring corporation policy, contract, or agreement for vision care services, vision care materials, or dental care services. The information shall be in a conspicuous format, shall be easily accessible to enrollees, and shall do all of the following: (1) For vision care coverage, include the following statement: "IMPORTANT: If you opt to receive vision care services or vision care materials that are not covered benefits under this plan, a participating vision care provider may charge you his or her normal fee for such services or materials. Prior to providing you with vision care services or vision care materials that are not covered benefits, the vision care provider will provide you with an estimated cost for each service or material upon your request." (2) For dental care coverage, include the following statement: "IMPORTANT: If you opt to receive dental care services that are not covered benefits under this plan, a participating dental care provider may charge you his or her normal fee for such services. Prior to providing you with dental care services that are not covered benefits, the dental care provider will provide you with an estimated cost for each service." (3) Disclose any business interest the health insuring corporation has in a source or supplier of vision care materials; (4) Include an explanation that the enrollee may incur out-of-pocket expenses as a result of the purchase of vision care services, vision care materials, or dental care services that are not covered. The explanation shall be communicated in a manner and format similar to how the health insuring corporation provides an enrollee with information on coverage levels and out-of-pocket expenses that may be incurred by the enrollee under the policy, contract, or agreement when purchasing out-of-network vision care services, vision care materials, or dental care services. (C) A pattern of continuous or repeated violations of this section is an unfair and deceptive act or practice in the business of insurance under sections 3901.19 to 3901.26 of the Revised Code. Last updated August 22, 2024 at 4:17 PM
Ohio Rev. Code § 1729.22 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.22
§ 1729.22. Board of directors
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly (A) Except where this chapter or an association's articles of incorporation or bylaws require that action be otherwise authorized or taken, all of the authority of an association shall be exercised by or under the direction of the board. The board shall consist of not less than five directors, elected by and from the members, unless the number of members is less than five, in which case, the number of directors may equal the number of members. (B) The bylaws may provide that the membership of an association be divided into districts or other groupings and that the directors shall be elected according to such districts or groupings. In that case, the bylaws shall specify the number of directors to be elected and the manner of reapportioning or redistricting the membership. (C) The bylaws may provide that one or more directors may be appointed by the other directors. The appointed directors need not be members of the association, but shall have the same powers, rights, and responsibilities as other directors. The appointed directors shall not number more than one-fifth of the entire number of directors. (D) The bylaws may provide for an executive committee and may allot to the executive committee any of the functions and powers of the board, subject to the general direction and control of the board. (E) The association may provide a fair remuneration for the time actually spent by its officers and directors in its service, and for the services of the members of its executive committee. (F) Unless the bylaws provide otherwise, when a vacancy on the board occurs other than by expiration of term, the remaining directors on the board, by a majority vote, shall elect a director to fill the vacancy. If the bylaws provide for an election of directors by the members in a district or other grouping, the board may call a special meeting of the members in that district or group to fill the vacancy.
Ohio Rev. Code § 1702.44 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.44
§ 1702.44. Effect of merger or consolidation
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the officers, general partners, or other authorized representatives of the respective constituent entities shall execute, acknowledge, and deliver those instruments and do those acts. For these purposes, the existence of the constituent entities and the authority of their respective officers, directors, general partners, or other authorized representatives is continued notwithstanding the merger or consolidation. (2) In the case of a merger in which the surviving entity is a domestic corporation, the articles of the domestic surviving corporation in effect immediately prior to the time the merger becomes effective shall continue as its articles after the merger except as otherwise provided in the agreement of merger. In the case of a consolidation, the new entity exists when the consolidation becomes effective, and, if it is a domestic corporation, the articles contained in or provided for in the agreement of consolidation shall be its original articles. (3) The surviving or new entity possesses all assets and property of every description and every interest in the assets and property, wherever located, the rights, privileges, immunities, powers, franchises, and authority, of a public as well as of a private nature, of each constituent entity, and all obligations belonging to or due to each constituent entity, all of which are vested in the surviving or new entity without further act or deed. 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 surviving or new entity as a result of the merger or consolidation, shall belong to it as a continuation without interruption of the existence and identity of the constituent entity originally named as taker or beneficiary. The surviving or new entity possesses title to any real estate or any interest in the real estate vested in any of the constituent entities. Title to any real estate or any interest in the real estate vested in any constituent entity shall not revert or in any way be impaired by reason of the merger or consolidation. (4) The surviving or new entity is liable for all of the obligations of each constituent entity. Any claim existing or any action or proceeding pending by or against any constituent entity may be prosecuted to judgment, with right of appeal, as if the merger or consolidation had not taken place, or the surviving or new entity may be substituted in its place. (5) All of the rights of creditors of each constituent entity are preserved unimpaired, and all liens upon the property of any constituent entity are preserved unimpaired on only the property affected by those liens immediately prior to the effective date of the merger or consolidation. If a general partner of a constituent partnership is not a general partner of the surviving entity or the new entity resulting from the merger or consolidation, the former general partner has no liability for any obligation incurred after the merger or consolidation except to the extent that a former creditor of the constituent partnership in which the former general partner was a partner extends credit to the surviving or new entity reasonably believing that the former general partner continued as a general partner of the surviving or new entity. (B) If a general partner of a constituent partnership is not a general partner of the surviving entity or the new entity resulting from the merger or consolidation, division (B) of section 1782.434 of the Revised Code applies. (C) In the case of a merger of a domestic constituent corporation into a foreign surviving corporation, limited liability company, limited partnership, or unincorporated association that is not licensed or registered to transact business in this state or in the case of a consolidation of a domestic constituent corporation into a new foreign corporation, limited liability company, limited partnership, or unincorporated association, if the surviving or new entity intends to transact business in this state and the certificate of merger or consolidation is accompanied by the information described in division (A)(4) of section 1702.43 of the Revised Code, the surviving or new entity shall be considered on the effective date of the merger or consolidation to have complied with the requirements for procuring a license or for registering to transact business in this state as a foreign corporation, limited liability company, limited partnership, or unincorporated association, as the case may be. In that case, a copy of the certificate of merger or consolidation certified by the secretary of state constitutes the license certificate prescribed by the laws of this state for a foreign corporation transacting business in this state or the application for registration prescribed for a foreign limited partnership, limited liability company, or unincorporated association. (D) Any action to set aside any merger or consolidation on the ground that any section of the Revised Code applicable to the merger or consolidation has not been complied with shall be brought within ninety days after the effective date of that merger or consolidation or be forever barred. (E) As used in this section, "corporation" or "entity" applies to both domestic and foreign corporations or entities if the context so permits. In the case of a foreign constituent entity or a foreign new entity, this section is subject to the laws of the state under the laws of which the entity exists or in which it has property.
Ohio Rev. Code § 1729.07 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.07
§ 1729.07. Articles of incorporation
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly (A) The articles of incorporation of an association shall set forth all of the following: (1) The name of the association; (2) The association's purposes, as permitted by this chapter. It is sufficient to state in the articles that the association may engage in any activity within the purposes for which associations may be organized under this chapter. (3) The county and municipal corporation or township where the association's principal place of business will be located which need not be within this state; (4) The names and addresses of the incorporators; (5) The number of its directors or a statement that the number of directors shall be as specified in the bylaws; (6) The names and addresses of those who are to serve as directors until the first meeting of members or until the election and qualification of their successors; (7) Whether the association is organized with or without capital stock. (a) If the association is organized without capital stock, the articles shall set forth the general rules by which the property rights and interests of each member are to be determined. (b) If the association is organized with capital stock, the total amount of the stock, the number and par value of the shares, and dividend rights, if any. If there is more than one class of stock, the articles shall set forth a statement of the number of shares in each class and a statement of the designations, preferences, rights, and limitations of the shares in each class. (B) The articles may include additional provisions, consistent with law, including provisions that are required or permitted to be set forth in the bylaws. (C) The articles shall be signed by the incorporators and filed with the secretary of state in accordance with section 1729.12 of the Revised Code. The articles shall be accompanied by the appointment of a statutory agent in accordance with division (B) of section 1729.06 of the Revised Code. The legal existence of an association begins upon the filing of the articles and, unless the articles provide otherwise, its period of existence is perpetual.