Ohio Rev. Code § 1707.12 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.12
§ 1707.12. Documents open to inspection
Status: in_force

June 18, 2002 Senate Bill 138 - 124th General Assembly (A) Except for offering materials filed with the division of securities in connection with exempt transactions under divisions (Q) and (W) of section 1707.03 of the Revised Code, all applications and other papers filed with the division shall be open to inspection at all reasonable times, except for unreasonable or improper purposes. (B) Information obtained by the division through any offering materials filed with the division in connection with exempt transactions under divisions (Q) and (W) of section 1707.03 of the Revised Code or through any investigation shall be retained by the division and shall not be available to inspection by persons other than those having a direct economic interest in the information or the transaction under investigation, or by law enforcement agencies, state agencies, federal agencies, and other entities as set forth by rules adopted by the division. (C) Confidential law enforcement investigatory records and trial preparation records of the division of securities or any other law enforcement or administrative agency which are in the possession of the division of securities shall in no event be available to inspection by other than law enforcement agencies, state agencies, federal agencies, and other entities as set forth by rules adopted by the division. (D) All public records shall be prepared and made available promptly to any member of the general public at all reasonable times for inspection. Upon request, the custodian of public records shall make copies of the records available at cost, within a reasonable period of time. To facilitate public access, the division shall maintain public records in such a manner that they can be made available pursuant to this section. (E) No employee or representative of the division or the department of commerce shall be required to testify concerning any document or record subject to division (B) or (C) of this section, except as set forth by rules adopted by the division. (F) As used in this section: (1) "Confidential law enforcement investigatory record" means any record that pertains to a law enforcement matter of a criminal, quasi-criminal, civil, or administrative nature, provided that release of the record would create a high probability of disclosure of any of the following: (a) The identity of a suspect who has not been charged with the offense to which the record pertains, or of an information source or witness to whom confidentiality reasonably has been promised; (b) Information provided by an information source or witness to whom confidentiality reasonably has been promised, which information reasonably would tend to disclose the identity of the information source or witness; (c) Specific confidential investigatory techniques or procedures or specific investigatory work product. (2) "Trial preparation record" means any record that contains information that is specifically compiled in reasonable anticipation of, or in defense of, a criminal, quasi-criminal, civil, or administrative action or proceeding, including, but not limited to, the independent thought processes and personal trial preparation of an attorney and division personnel, their notes, diaries, and memoranda.
Ohio Rev. Code § 1701.28 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.28
§ 1701.28. Recognizing record ownership of shares or other securities
Status: in_force

October 11, 1955 House Bill 70 - 101st General Assembly (A) As used in this section "security" means scrip issued in lieu of fractional shares, warrants, and rights to purchase or subscribe for shares, and promissory obligations of a corporation in registered form. (B) A corporation shall incur no liability if: (1) In executing and delivering a certificate for shares or other securities of such corporation, whether upon original issue or transfer thereof, or in transferring on its records such shares or other securities, it adds to the name of the person inscribed as the owner of record of the shares or other securities such words of description, limitation, or qualification as, in the case of an original issue, are specified by the purchaser or subscriber or, in the case of transfer, as are specified in the indorsement, assignment, or instrument relative thereto; (2) It treats any person in whose name shares or other securities stand of record on its books as the absolute owner thereof, with full competency, capacity, and authority to exercise all rights of ownership thereof irrespective of any knowledge or notice to the contrary, or any description, limitation, or qualification, or reference to any other instrument, or to the rights of any other person, appearing upon its records or upon the certificate for shares or such other securities; (3) When any person has furnished to the issuing corporation proof, satisfactory to it, of his appointment and qualifications as: (a) executor under the last will of a deceased holder of record of its shares or such other securities; (b) an administrator of the estate of such a holder; (c) a guardian, committee, or conservator of the estate of a ward or incompetent who is a holder of record of its shares or such other securities; (d) a trustee in bankruptcy of such a holder; (e) a statutory or judicial receiver or liquidator of the estate or affairs of such a holder; it treats such a fiduciary as the absolute owner of such shares or securities to the same extent as though such fiduciary were the holder of record thereof; (4) When any other fiduciary has furnished to the corporation proof, satisfactory to it, of his authority to exercise any rights with respect to shares or such other securities of the corporation which do not stand of record in his name, it treats such fiduciary as entitled to exercise such rights; (5) When two or more fiduciaries claim to be entitled to the same rights with respect to the same shares or securities, it refuses to treat any of them as entitled to such rights unless proof, satisfactory to it, is furnished as to which of such fiduciaries is entitled to the rights in question. (C) The corporation is not obligated to inquire into the existence of, or to see to the performance or observance of, any duty or obligation to a third person by a holder of record of any of its shares or other securities or by anyone whom it may, as provided in this section, treat as the absolute owner thereof. (D) When the corporation has treated a minor as entitled to exercise any rights of ownership in its shares or other securities, no subsequent disaffirmance or avoidance is effective as against the corporation. (E) The rights, privileges, and immunities afforded to the corporation in this section extend also to each transfer agent and to each registrar of its shares or other securities, to its inspectors of election, and to all agents of the corporation concerned with the exercise of any rights by any of its shareholders or security holders. (F) This section does not enlarge or affect the competency, authority, rights, privileges, immunities, or obligations of any holder of record of shares or other securities or of any fiduciary with respect to any person other than the corporation issuing such shares or other securities and its agents or representatives described in division (E) of this section; and this section does not relieve the corporation from any liability which it otherwise would have for breach by it of a contract to which it is a party, or for violation of lawful provisions in the articles or the regulations, or for participating in bad faith with a fiduciary in the breach of any duty of the latter, or from any liability by reason of transactions by the corporation involving the acquisition or disposition by it of any of its shares or other securities. (G) A corporation is not entitled to the rights, privileges, and immunities otherwise afforded to it under this section in respect of any particular actions referred to in this section, in the event and to the extent that such action was taken contrary to the order of a court of competent jurisdiction in a proceeding to which the corporation was a party, or contrary to a judgment, order, or decree of a court of competent jurisdiction terminating, suspending, or restricting the particular rights of the holder of record of such shares or other securities or the fiduciary relationship with respect thereto, or the competency or authority of such holder or fiduciary, or transferring to or vesting in another person such relationships or rights of ownership of the shares or other securities, or directing the manner in which the authority of such holder or fiduciary shall be exercised, a certified copy of which judgment, order, or decree has been filed with the corporation prior to the taking of such action.
Ohio Rev. Code § 1716.17 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.17
§ 1716.17. Fiduciary duties
Status: in_force

November 7, 1990 House Bill 486 - 118th General Assembly Every person who solicits, collects, or expends contributions on behalf of a charitable organization or for a charitable purpose, or who conducts a charitable sales promotion, and every officer, director, trustee, or employee of that person who is concerned with the solicitation, collection, or expenditure of those contributions shall be considered a fiduciary and as acting in a fiduciary capacity. This section does not supersede or otherwise alter the standard of care or the limitations on the liability of volunteers under section 1702.30 or 2305.38 of the Revised Code.
Ohio Rev. Code § 1731.08 — Ohio Revised Code / Title 17 / Chapter 1731 / § 1731.08
§ 1731.08. Premiums fully deductible
Status: in_force

January 14, 1993 House Bill 478 - 119th General Assembly The premiums or other charges paid by an enrolled small employer to an insurer for health benefit plan coverage under a qualified alliance program are fully deductible in determining taxes payable by such small employer in this state on or measured by net income. Without limiting the foregoing: (A) With respect to such a small employer that is subject to the income tax imposed by section 5747.02 of the Revised Code, such premiums are to be deducted in determining adjusted gross income under division (A) of section 5747.01 of the Revised Code to the extent such premiums are not allowable as a deduction in determining adjusted gross income for federal income tax purposes. (B) With respect to such a small employer that is subject to the corporation franchise tax imposed by section 5733.06 of the Revised Code, such premiums are to be deducted in determining the small employer's net income under division (B) of section 5733.05 of the Revised Code to the extent such premiums are not allowable as a deduction in determining taxable income for federal income tax purposes. (C) With respect to such a small employer that is subject to any income tax levied by a political subdivision or taxing district in this state, such premiums are to be deducted from taxable income or earnings to the extent not otherwise deductible in determining the amount of the tax.
Ohio Rev. Code § 1706.26 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.26
§ 1706.26. Liabilities of limited liability company members
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly A person who is a member of a limited liability company is not liable, solely by reason of being a member, for a debt, obligation, or liability of the limited liability company or a series thereof, whether arising in contract, tort, or otherwise; or for the acts or omissions of any other member, agent, or employee of the limited liability company or a series thereof. The failure of a limited liability company or any of its members to observe any formalities relating to the exercise of the limited liability company's powers or the management of its activities is not a factor to consider in, or a ground for, imposing liability on the members for the debts, obligations, or liability of the limited liability company.
Ohio Rev. Code § 1721.01 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.01
§ 1721.01. Acquisition, holding, and sale of exempt property by cemetery associations
Status: in_force

September 29, 2017 House Bill 49 - 132nd General Assembly A company or association incorporated for cemetery purposes may appropriate or otherwise acquire, and may hold, not more than six hundred forty acres of land at any one location, which shall be exempt from execution and from being appropriated for any public purpose, except as otherwise provided in this section. A company or association of that nature may own land at multiple locations, and as many as six hundred forty acres owned at each location in accordance with this section are entitled to the exemptions specified in this section. Lands of cemetery associations not containing graves or not containing graves that are in use as such on the date a written notice, as provided in this section, is served upon the officers of a cemetery, shall be subject to appropriation for highway or street purposes if an appropriation commences within four years of the serving of the notice. For such purposes said lands shall be subject to the exercise of the right of eminent domain by the municipal corporation in which such lands are located, by the board of county commissioners of the county in which such lands are located, or by the director of transportation under the same conditions and in the same manner as any private property; and, if any burial occurs within the area specifically designated in the written notice, the appropriating agency shall have the same powers with respect to such burial as are given to a board of township trustees by section 517.21 of the Revised Code and shall pay any costs resulting from the exercise of these powers. This section shall not be construed as authorizing an appropriating agency to exercise the powers specified by section 517.21 of the Revised Code in any part of a cemetery other than the area specifically designated in the written notice. The appropriating agency shall serve upon the officers or agents having control of a cemetery a written notice that a specifically designated area of the cemetery may be needed for highway purposes. No such notice may be served more than once. Such appropriation proceedings shall be made in the manner provided for in sections 163.01 to 163.22 of the Revised Code or, if by the director of transportation, as otherwise provided by law. The board of trustees of such company or association, whenever in its opinion any portion of such lands is unsuitable for burial purposes, may sell and convey by deed in fee simple, in such manner, and upon such terms, as are provided by resolution of such board, any such portion of said lands, and apply the proceeds thereof to the general purposes of the company or association; but on such sale being made, the lands so sold shall be returned by the board to the auditor of the proper county and placed by that auditor upon the tax list and duplicate of real and public utility property for taxation. Such company or association may also take, set aside, or hold any personal property received by it from any source for cemetery purposes; and if such company or association is incorporated not for profit, all personal property, including the income therefrom, owned or held by it, or for its use, for cemetery purposes and with no view to profit, shall be exempt from execution, from being appropriated for any public purpose, and from taxation, and no tax shall be assessed upon any personal property or the income therefrom expressly exempted under this section. All exemptions provided for in this section shall be in addition to such other exemptions as a company or association incorporated for cemetery purposes, or its real or personal property, has under any other provisions of the Revised Code.
Ohio Rev. Code § 1751.35 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.35
§ 1751.35. Suspension or revocation of certificate of authority
Status: in_force

December 26, 2011 House Bill 218 - 129th General Assembly (A) The superintendent of insurance may suspend or revoke any certificate of authority issued to a health insuring corporation under this chapter if the superintendent finds that: (1) The health insuring corporation is operating in contravention of its articles of incorporation, its health care plan or plans, or in a manner contrary to that described in and reasonably inferred from any other information submitted under section 1751.03 of the Revised Code, unless amendments to such submissions have been filed and have taken effect in compliance with this chapter. (2) The health insuring corporation fails to issue evidences of coverage in compliance with the requirements of section 1751.11 of the Revised Code. (3) The contractual periodic prepayments or premium rates used do not comply with the requirements of section 1751.12 of the Revised Code. (4) The health insuring corporation enters into a contract, agreement, or other arrangement with any health care facility or provider, that does not comply with the requirements of section 1751.13 of the Revised Code, or the corporation fails to provide an annual certificate as required by section 1751.13 of the Revised Code. (5) The superintendent determines, after a hearing conducted in accordance with Chapter 119. of the Revised Code, that the health insuring corporation no longer meets the requirements of section 1751.04 of the Revised Code. (6) The health insuring corporation is no longer financially responsible and may reasonably be expected to be unable to meet its obligations to enrollees or prospective enrollees. (7) The health insuring corporation has failed to implement the complaint system that complies with the requirements of section 1751.19 of the Revised Code. (8) The health insuring corporation, or any agent or representative of the corporation, has advertised, merchandised, or solicited on its behalf in contravention of the requirements of section 1751.31 of the Revised Code. (9) The health insuring corporation has unlawfully discriminated against any enrollee or prospective enrollee with respect to enrollment, disenrollment, or price or quality of health care services. (10) The continued operation of the health insuring corporation would be hazardous or otherwise detrimental to its enrollees. (11) The health insuring corporation has submitted false information in any filing or submission required under this chapter or any rule adopted under this chapter. (12) The health insuring corporation has otherwise failed to substantially comply with this chapter or any rule adopted under this chapter. (13) The health insuring corporation is not operating a health care plan. (14) The health insuring corporation has failed to comply with any of the requirements of sections 1751.77 to 1751.87 or Chapter 3922. of the Revised Code. (B) A certificate of authority shall be suspended or revoked only after compliance with the requirements of Chapter 119. of the Revised Code. (C) When the certificate of authority of a health insuring corporation is suspended, the health insuring corporation, during the period of suspension, shall not enroll any additional subscribers or enrollees except newborn children or other newly acquired dependents of existing subscribers or enrollees, and shall not engage in any advertising or solicitation whatsoever. (D) When the certificate of authority of a health insuring corporation is revoked, the health insuring corporation, following the effective date of the order of revocation, shall conduct no further business except as may be essential to the orderly conclusion of the affairs of the health insuring corporation. The health insuring corporation shall engage in no further advertising or solicitation whatsoever. The superintendent, by written order, may permit such further operation of the health insuring corporation as the superintendent may find to be in the best interest of enrollees, to the end that enrollees will be afforded the greatest practical opportunity to obtain continuing health care coverage.
Ohio Rev. Code § 1701.43 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.43
§ 1701.43. Notice requirements may be dispensed with
Status: in_force

October 11, 1955 House Bill 70 - 101st General Assembly Any requirement imposed by law, the articles, the regulations, or the bylaws, with respect to the giving or sending of any notice or communication to any shareholder or director as such whose address as it appears upon the records of the corporation is outside of the United States, may be dispensed with, and no action taken shall be affected or invalidated by the failure to give or send any such notice or communication in so far as compliance with any such requirement is at the time prohibited by, or dependent upon the obtaining of a license or consent under, any act of congress or any rules, regulations, proclamations, or executive orders issued under authority of any such act.
Ohio Rev. Code § 1729.25 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.25
§ 1729.25. Liability of members, directors, officers
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly (A) The members, the directors, and the officers of an association shall not be personally liable for any obligation of the association. (B)(1) Directors who vote for or assent to any of the following are jointly and severally liable to the association in accordance with division (B)(2) of this section: (a) A distribution of assets to members, stockholders, or patrons contrary to law, the association's articles of incorporation, or bylaws; (b) A distribution of assets to persons other than creditors during the winding up of the affairs of the association, on dissolution or otherwise, without the payment of all known obligations of the association, or without making adequate provision for the payment of the obligations; (c) The making of loans, other than in the usual conduct of the association's affairs or in accordance with the association's articles or bylaws, to an officer, director, or member of the association. (2)(a) In cases under division (B)(1)(a) of this section, up to the amount of the distribution in excess of the amount that could have been distributed without violation of law, the articles of incorporation, or bylaws, but not in excess of the amount that would inure to the benefit of the creditors of the association if it was insolvent at the time of the distribution or there was reasonable ground to believe that by such vote or assent it would be rendered insolvent, or to the benefit of the members or stockholders other than members or stockholders of the class in respect of which the distribution was made; (b) In cases under division (B)(1)(b) of this section, to the extent that the obligations, not otherwise barred by statute, are not paid, or for the payment of which adequate provision has not been made; (c) In cases under division (B)(1)(c) of this section, for the amount of the loan with interest thereon at the rate of six per cent per year until the amount has been paid. (3) A director is not liable under division (B)(1)(a) or (b) of this section, if in determining the amount available for any such distribution, the director in good faith relied on a financial statement of the association prepared by an officer or employee of the association in charge of its accounts or by a certified public accountant or firm of certified public accountants, or in good faith considered the assets to be of their book value, or followed what the director believed to be sound accounting and business practice. (C) A director who is present at a meeting of the board or a committee of the board at which action on any matter is authorized or taken and who has not voted for or against such action shall be presumed to have voted for the action unless the director dissents from the action during the meeting and the dissent is noted in the minutes of the proceedings of the meeting, or a written dissent is filed either during the meeting or within a reasonable time after the adjournment of the meeting. (D) A member, stockholder, or patron who receives any distribution made contrary to law, the association's articles of incorporation, or bylaws is liable to the association for the amount received that is in excess of the amount that could have been distributed. (E) A director against whom a claim is asserted under or pursuant to this section and who is held liable on the claim is entitled to contribution, on equitable principles, from other directors who also are liable. In addition, any director against whom a claim is asserted under or pursuant to this section, or who is held liable, has a right of contribution from the member, stockholder, or patron who received any distribution made contrary to law, the articles of incorporation, or bylaws, and such persons as among themselves also are entitled to contribution in proportion to the amounts received by them respectively. (F) No action shall be brought by or on behalf of an association, upon any cause of action arising under division (B)(1)(a) or (b) of this section, at any time after two years from the day on which the violation occurs; provided that no such action is barred by this division if it is commenced prior to the effective date of this section.
Ohio Rev. Code § 1721.12 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.12
§ 1721.12. Acceptance and execution of certain trusts
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Every cemetery company or association may take, hold, possess, use, enjoy, and occupy such property of any kind as is given, granted, or devised to it for the purpose of building, repairing, maintaining, adorning, and beautifying fences, graves, vaults, mausoleums, monuments, walks, cemetery lots, drives, or avenues in its cemeteries, and may appropriate such property, or the proceeds thereof, to any of such purposes according to the terms of the trust for which it was given, granted, or devised.
Ohio Rev. Code § 1706.722 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.722
§ 1706.722. Conversion certificate and effective date
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) After a declaration of conversion is approved, both of the following apply: (1) A converting limited liability company shall deliver to the secretary of state for filing a certificate of conversion. The certificate of conversion shall be signed as provided in division (A) of section 1706.17 of the Revised Code and shall include all of the following: (a) A statement that the converting limited liability company has been converted into the converted entity; (b) The name and form of the converted entity and the jurisdiction of its governing statute; (c) The date the conversion is effective under the governing statute of the converted entity; (d) A statement that the conversion was approved as required by this chapter; (e) A statement that the conversion was approved as required by the governing statute of the converted entity; (f) If the converted entity is a foreign entity not authorized to transact business in this state, the street address of its statutory agent for the purposes of division (B) of section 1706.723 of the Revised Code. (2) If the converted entity is a limited liability company, the converting entity shall deliver to the secretary of state for filing articles of organization which shall include, in addition to the information required by division (A) of section 1706.16 of the Revised Code, all of the following: (a) A statement that the converted entity was converted from the converting entity; (b) The name and form of the converting entity and the jurisdiction of the converting entity's governing statute; (c) A statement that the conversion was approved as required by the governing statute of the converting entity. (B) A conversion shall become effective as follows: (1) If the converted entity is a limited liability company, when the articles of organization take effect; (2) If the converted entity is not a limited liability company, as provided by the governing statute of the converted entity.
Ohio Rev. Code § 1776.64 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.64
§ 1776.64. Partner's power to bind partnership after dissolution
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly Subject to section 1776.65 of the Revised Code, a partnership is bound by a partner's act after dissolution under either of the following conditions: (A) The act is appropriate for winding up the partnership business. (B) If the other party to the transaction did not have notice of the dissolution, the act would have bound the partnership under section 1776.31 of the Revised Code before dissolution.
Ohio Rev. Code § 1776.92 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.92
§ 1776.92. Short title
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly This chapter may be cited as the "Ohio Uniform Partnership Act (1997)."
Ohio Rev. Code § 1706.41 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.41
§ 1706.41. Wrongful dissociation
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A person shall not voluntarily dissociate from a limited liability company. (B) A person's dissociation from a limited liability company is wrongful only if one of the following applies: (1) The dissociation is in breach of an express provision of the operating agreement. (2) The person is expelled as a member by a determination of a tribunal under division (D) of section 1706.411 of the Revised Code. (3) The person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors. (C) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 1706.61 of the Revised Code, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member to the limited liability company or the other members.
Ohio Rev. Code § 1702.11 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.11
§ 1702.11. Contents of regulations
Status: in_force

March 29, 2007 House Bill 699 - 126th General Assembly (A) Without limiting the generality of such authority, the regulations, whether designated a constitution or rules, or by some other term, may include provisions with respect to the following: (1) The place, if any, and time for holding, the manner of and authority for calling, giving notice of, and conducting, and the requirements of a quorum for, meetings of members, or their elected representatives or delegates; (2) The qualifications, admission, voluntary withdrawal, censure, and suspension of members, and the termination of membership; (3) The fees and dues of members; (4) The rights of members or classes of members, or of their elected representatives or delegates, to vote; the manner of conducting votes of members on matters, including voting by mail, by the use of authorized communications equipment, or by proxy; the specification of the relative rights and privileges among members and in the property of the corporation; and limitations upon or regulations governing the right of members to examine the books and records of the corporation; (5) The election of representatives or delegates of members and their authority, rights, and privileges; (6) The number, classification, manner of fixing or changing the number, qualifications, term of office, voting rights, compensation or manner of fixing compensation, and the removal of directors; (7) The place, if any, and time for holding, the manner of and authority for calling, giving notice of, and conducting, and the requirements of a quorum for, meetings of the directors; (8) The appointment of an executive and other committees of the directors or of members, their authority, and the method by which they take action; (9) The titles, qualifications, duties, term of office, compensation or manner of fixing compensation, and the removal, of officers; (10) Defining, limiting, or regulating the exercise of the authority of the corporation, the directors, the officers, the members, or any class of members; (11) The method by which voting members may change the regulations; (12) Providing for the use of authorized communications equipment. (B)(1) In the absence of provisions in the articles or the regulations with respect to the method of changing the regulations, the regulations may be amended, or new regulations may be adopted, by the voting members at a meeting held for such purpose, if a quorum is present, by the affirmative vote of a majority of the voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy. (2) For purposes of division (B)(1) of this section, participation by a member in a meeting through the use of any of the means of communication described in that division constitutes presence in person of that member at the meeting for purposes of determining a quorum. (C) The members of a nonprofit corporation may adopt or authorize the directors to adopt, either before or during an emergency, as defined in division (U) of section 1701.01 of the Revised Code, emergency regulations operative only during an emergency. The emergency regulations may include those provisions that are authorized to be included in regulations by divisions (A) and (B) of this section. In addition, unless expressly prohibited by the articles or regulations, and notwithstanding any different provisions in this chapter and any different provision in the articles or regulations that are not expressly stated to be operative during an emergency, the emergency regulations may make any provision that may be practical or necessary with respect to meetings, committees, vacancies, and temporary appointments of the directors, and the rank and succession of officers, the same as may be done by corporations for profit under division (C) of section 1701.11 of the Revised Code. (D) Any change in the regulations made in accordance with their provisions or pursuant to division (B) of this section shall be binding on all members. (E) If the regulations are amended or new regulations adopted without a meeting of the voting members, the secretary of the corporation shall send by mail, overnight delivery service, or authorized communications equipment a copy of the amendment or the new regulations to each voting member who would have been entitled to vote on the amendment or new regulations and did not participate in the adoption of the amendment or new regulations. If the secretary of the corporation mails the copy or sends it by overnight delivery service, the secretary shall send the copy of the amendment or the new regulations to the voting member at the voting member's address as it appears on the records of the corporation. If the secretary sends the copy by means of authorized communications equipment, the secretary shall send the copy of the amendment or the new regulations to the address provided by the voting member for transmissions by authorized communications equipment. (F) No person dealing with the corporation shall be charged with constructive notice of the regulations. (G) Unless expressly prohibited by the articles or regulations, or unless otherwise provided by the emergency regulations, and notwithstanding any different provision in this chapter, the special rules provided for corporations for profit under division (F) of section 1701.11 of the Revised Code are applicable to a nonprofit corporation during an emergency, as defined in division (U) of section 1701.01 of the Revised Code.
Ohio Rev. Code § 1706.769 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.769
§ 1706.769. Separate asset series-activities and proceedings after dissolution
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A dissolved series continues its existence as a series but shall not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs. Appropriate activities include all of the following: (1) Collecting the assets of the series; (2) Disposing of the properties of the series that will not be distributed in kind to persons owning membership interests associated with the series; (3) Discharging or making provisions for discharging the liabilities of the series; (4) Distributing the remaining property of the series in accordance with section 1706.7613 of the Revised Code; (5) Doing any other act necessary to wind up and liquidate the series' activities and affairs. (B) In winding up a series' activities, a series may do any of the following: (1) Preserve the series' activities and property as a going concern for a reasonable time; (2) Prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative; (3) Make an assignment of the series' property; (4) Resolve disputes by mediation or arbitration. (C) A series' dissolution, in itself: (1) Is not an assignment of the series' property; (2) Does not prevent the commencement of a proceeding by or against the series in the series' name; (3) Does not abate or suspend a proceeding pending by or against the series on the effective date of dissolution; (4) Does not abate, suspend, or otherwise alter the application of section 1706.7613 of the Revised Code.
Ohio Rev. Code § 1701.62 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.62
§ 1701.62. Quorum for directors' meeting
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly Unless the articles, the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code otherwise provide, and subject to the exceptions applicable during an emergency, as that term is defined in section 1701.01 of the Revised Code, for which provision is made in division (F) of section 1701.11 of the Revised Code, a majority of the whole authorized number of directors is necessary to constitute a quorum for a meeting of the directors, except that a majority of the directors in office constitutes a quorum for filling a vacancy in the board. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by 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 bylaws.
Ohio Rev. Code § 1782.19 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.19
§ 1782.19. Rights, powers, and liabilities of limited partners
Status: in_force

October 4, 1996 House Bill 495 - 121st General Assembly (A) Except as provided in division (D) of this section, a limited partner shall not become liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the limited partner's rights and powers as a limited partner, the limited partner participates in the control of the business. However, if the limited partner participates in the control of the business the limited partner is liable only to persons who transact business with the limited partnership with actual knowledge of the limited partner's participation in control. (B) A limited partner does not participate in the control of the business within the meaning of division (A) of this section solely by doing one or more of the following: (1) Being an independent contractor for or transacting business with, including being a contractor for, or being an agent or employee of, the limited partnership or a general partner; (2) Being an officer, director, or stockholder of a corporate general partner; (3) Being a partner of a partnership that is a general partner of the limited partnership; (4) Being a fiduciary or beneficiary of an estate or trust that is a general partner; (5) Being a member, manager, or officer of a limited liability company that is a general partner of a limited partnership; (6) Consulting with and advising a general partner with respect to any matter, including the business of the limited partnership; (7) Acting as surety, guarantor, or endorser for the limited partnership or a general partner, borrowing money from the limited partnership or a general partner, lending money to the limited partnership or a general partner, or providing collateral for the limited partnership or a general partner; (8) Taking any action required or permitted by law to bring, pursue, settle, or otherwise terminate a derivative action in the right of the limited partnership; (9) Calling, requesting, attending, or participating in a meeting of partners or the limited partners; (10)(a) Acting or causing the taking or refraining from the taking of any action, including proposing, approving, or disapproving, by voting or otherwise, on one or more of the following matters: (i) The dissolution and winding up of the limited partnership, or an election to continue the limited partnership, or an election to continue the business of the limited partnership; (ii) The sale, exchange, lease, mortgage, pledge, or other transfer of or granting of a security interest in any asset or assets of the limited partnership; (iii) The incurrence, renewal, refinancing, or payment or other discharge of indebtedness by the limited partnership; (iv) A change in the nature of the business; (v) The admission, removal, or retention of a general partner; (vi) The admission, removal, or retention of a limited partner; (vii) A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners; (viii) An amendment to the partnership agreement or certificate of limited partnership; (ix) The merger or consolidation of a limited partnership; (x) In respect of a limited partnership that is registered as an investment company under the "Investment Company Act of 1940," 54 Stat. 789, 15 U.S.C. 80a-1, et seq., as amended, any matter required by that act or the rules of the securities and exchange commission adopted under it to be approved by the holders of beneficial interests in an investment company, including the electing of directors or trustees of the investment company, the approving or terminating of investment advisory or underwriting contracts, and the approving of auditors; (xi) The indemnification of any partner or other person; (xii) Such other matters, stated in writing, as may be subject to the approval or disapproval of limited partners. (b) The voting described in division (B)(10)(a) of this section may be by number, financial interest, class, group, or as otherwise provided in the partnership agreement. (11) Winding up the limited partnership pursuant to section 1782.46 of the Revised Code; (12) Serving on a committee of the limited partnership or the partners; (13) Exercising any right or power that is not specifically enumerated in divisions (B)(1) to (12) of this section but that is permitted to limited partners under this chapter. (C) Division (B) of this section shall not be read to mean that the possession or exercise of powers other than those enumerated in that division by a limited partner constitutes participation by the limited partner in the control of the business of the limited partnership. (D) A limited partner who knowingly permits the limited partner's name to be used in the name of the limited partnership, except as permitted by division (A)(1) of section 1782.02 of the Revised Code, shall be liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner. (E) This section does not create any right or power of limited partners. Rights and powers of limited partners may be created only by a partnership agreement or any other agreement or in writing, or by any section contained in this chapter other than this section.
Ohio Rev. Code § 1706.617 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.617
§ 1706.617. Jurisdiction of derivative action proceedings
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly In any derivative action in the right of a foreign limited liability company, or a series thereof, the right of a person to commence or maintain a derivative action in the right of a foreign limited liability company, or a series thereof, and any matters raised in the action covered by sections 1706.61 to 1706.616 of the Revised Code shall be governed by the law of the jurisdiction under which the foreign limited liability company was formed; except that any matters raised in the action covered by sections 1706.613 , 1706.615 , and 1706.616 of the Revised Code shall be governed by the law of this state.
Ohio Rev. Code § 1711.99 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.99
§ 1711.99. Penalty
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly (A) Whoever violates section 1711.11 of the Revised Code shall be fined not less than one hundred nor more than five hundred dollars. (B) Whoever violates section 1711.12 of the Revised Code shall be fined not less than ten nor more than fifty dollars. Disclaimer Contact About
Ohio Rev. Code § 1716.01 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.01
§ 1716.01. Charitable organization definitions
Status: in_force

March 20, 2025 House Bill 184 - 135th General Assembly As used in this chapter: (A)(1) "Charitable organization" means either of the following: (a) Any person that is determined by the internal revenue service to be a tax exempt organization pursuant to section 501(c)(3) of the Internal Revenue Code; (b) Any person that is or holds itself out to be established for any benevolent, philanthropic, patriotic, educational, humane, scientific, public health, environmental conservation, civic, or other eleemosynary purpose or for the benefit of law enforcement personnel, firefighters, or other persons who protect the public safety, or any person who in any manner employs a charitable appeal as the basis of any solicitation or an appeal that suggests that there is a charitable purpose to any solicitation. (2) "Charitable organization" is not limited to only those organizations to which contributions are tax deductible under section 170 of the Internal Revenue Code. "Charitable organization" does not include an employer who is not engaged in the business of soliciting contributions or conducting charitable sales promotions but who incidentally solicits contributions for a charitable organization or purpose; or a compensated employee of an employer not engaged in the business of soliciting contributions or conducting charitable sales promotions, when the employee solicits contributions or conducts charitable sales promotions at the direction of the employee's employer. (B)(1) "Charitable purpose" means either of the following: (a) Any purpose described in section 501(c)(3) of the Internal Revenue Code; (b) Any benevolent, philanthropic, patriotic, educational, humane, scientific, public health, environmental conservation, civic, or other eleemosynary objective or any objective that benefits law enforcement personnel, firefighters, or other persons who protect the public safety. (2) "Charitable purpose" is not limited to only those purposes for which contributions are tax deductible under section 170 of the Internal Revenue Code. (C) "Charitable sales promotion" means any advertising or sale conducted by a person who represents that the purchase or use of goods or services offered by the person will benefit, in whole or in part, any charitable organization or charitable purpose. The provision of advertising services to a charitable organization, either for compensation or as a donation, does not of itself constitute a charitable sales promotion. (D)(1) "Collection receptacle" means an attended or unattended container the purpose of which is to collect donations of any of the following: (a) Clothing; (b) Books; (c) Subject to division (D)(2) of this section, personal items, household items, or other goods. (2) "Collection receptacle" does not include a container used to collect monetary donations or donations of food, consumable household supplies, or personal health products to be distributed for a charitable purpose. (E) "Commercial co-venturer" means any person who for profit regularly and primarily is engaged in trade or commerce other than in connection with soliciting for charitable organizations or charitable purposes and who conducts a charitable sales promotion. (F) "Contribution" means the promise, pledge, or grant of any money or property, financial assistance, or any other thing of value in response to a solicitation. "Contribution" does not include any bona fide fees, or any dues or assessments paid by members, provided that membership is not conferred solely as a consideration for making a contribution in response to a solicitation. (G) "Deceptive act or practice" means knowingly misrepresenting any material fact related to the planning, conducting, or executing of any solicitation of contributions for a charitable organization or charitable purpose or to the planning, conducting, or executing of a charitable sales promotion, when the misrepresentation induces any person to make a contribution to a charitable organization, for a charitable purpose, or in response to a charitable sales promotion. (H) "Fund-raising counsel" means any person who, for compensation, plans, manages, advises, consults, or prepares material for or with respect to the solicitation in this state of contributions for any charitable organization or at any time has custody of contributions from a solicitation, but does not solicit contributions and does not employ, procure, or otherwise engage any compensated person to solicit contributions. "Fund-raising counsel" does not include the following: (1) An attorney, investment counselor, or banker who in the conduct of the attorney's, investment counselor's, or banker's profession advises a client; (2) A charitable organization or a bona fide officer, employee, or volunteer of a charitable organization, when the charitable organization has full knowledge of the services being performed on its behalf and either of the following applies: (a) The services performed by the charitable organization, bona fide officer, employee, or volunteer are performed on behalf of the charitable organization that employs the bona fide officer or employee or engages the services of the bona fide volunteer; (b) The charitable organization on whose behalf the services are performed shares some element of common control or an historic or continuing relationship with the charitable organization that performs the services or employs the bona fide officer or employee or engages the services of the bona fide volunteer; (3) An employer who is not engaged in the business of soliciting contributions or conducting charitable sales promotions but who incidentally solicits contributions for a charitable organization or purpose without compensation; (4) A compensated employee of an employer who is not engaged in the business of soliciting contributions or conducting charitable sales promotions, when the employee solicits contributions or conducts charitable sales promotions at the direction of the employee's employer. (I) "Internal Revenue Code" means the "Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C.A. 1, as amended. (J) "Person" has the same meaning as in section 1.59 of the Revised Code and includes a group, foundation, or any other entity however styled. (K) "Professional solicitor" means any person who, for compensation, performs on behalf of or for the benefit of a charitable organization any service in connection with which contributions are or will be solicited in this state by the compensated person or by any person it employs, procures, or otherwise engages directly or indirectly to solicit contributions. "Professional solicitor" does not include the following: (1) An attorney, investment counselor, or banker who in the conduct of the attorney's, investment counselor's, or banker's profession advises a client; (2) A charitable organization or a bona fide officer, employee, or volunteer of a charitable organization, when the charitable organization has full knowledge of the services being performed on its behalf and either of the following applies: (a) The services performed by the charitable organization, bona fide officer, employee, or volunteer are performed on behalf of the charitable organization that employs the bona fide officer or employee or engages the services of the bona fide volunteer; (b) The charitable organization on whose behalf the services are performed shares some element of common control or an historic or continuing relationship with the charitable organization that performs the services or employs the bona fide officer or employee or engages the services of the bona fide volunteer; (3) An employer who is not engaged in the business of soliciting contributions or conducting charitable sales promotions but who incidentally solicits contributions for a charitable organization or purpose without compensation; (4) A compensated employee of an employer who is not engaged in the business of soliciting contributions or conducting charitable sales promotions, when the employee solicits contributions or conducts charitable sales promotions at the direction of the employee's employer. (L)(1) "Solicit" or "solicitation" means to request or a request directly or indirectly for money, property, financial assistance, or any other thing of value on the plea or representation that such money, property, financial assistance, or other thing of value or a portion of it will be used for a charitable purpose or will benefit a charitable organization. "Solicit" or "solicitation" includes but is not limited to the following methods of requesting or securing the promise, pledge, or grant of money, property, financial assistance, or any other thing of value: (a) Any oral or written request; (b) Making any announcement to the press, on radio or television, by telephone or telegraph, or by any other communication device concerning an appeal or solicitation campaign by or for any charitable organization or for any charitable purpose; (c) Distributing, circulating, posting, or publishing any handbill, written advertisement, or other publication that directly or by implication seeks to obtain any contribution; (d) Selling or offering or attempting to sell any advertisement, advertising space, book, card, tag, coupon, chance, device, magazine, membership, merchandise, subscription, sponsorship, flower, ticket, admission, candy, cookies, or other tangible item, or any right of any description in connection with which an appeal is made for any charitable organization or charitable purpose, or when the name of any charitable organization is used or referred to in any such appeal as an inducement or reason for making the sale, or when in connection with the sale or offer or attempt to sell, any statement is made that all or part of the proceeds from the sale will be used for any charitable purpose or will benefit any charitable organization; (e) Operating a collection receptacle that purports, either through language appearing on the collection receptacle itself or otherwise, to be collecting items for the purpose of benefiting a charitable purpose or charitable organization. "Solicit" or "solicitation" does not include removing or delivering donations placed in a collection receptacle for a fixed fee if the person doing so does not otherwise directly or indirectly receive any of the proceeds of the sale of such donations or derive any other benefit from such activity. (2) A solicitation is considered as having taken place for purposes of division (L)(1) of this section whether or not the person making the solicitation receives any contribution. A solicitation does not occur when a person applies for a grant or an award to the government or to an organization that is exempt from federal income taxation under section 501(a) and described in section 501(c)(3) of the Internal Revenue Code. (M) "Solicitation campaign" means a series of solicitations that are made by the same person for the same charitable organization and that are similar in content or are based on a similar pitch or sales approach, which series leads up to or is represented to lead up to an event or lasts or is intended to last for a definite period of time. (N) "Theft offense" has the same meaning as in section 2913.01 of the Revised Code. (O) "Elderly person" and "disabled adult" have the same meanings as in section 2913.01 of the Revised Code. Last updated January 21, 2025 at 12:50 PM
Ohio Rev. Code § 1782.432 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.432
§ 1782.432. Merger or consolidation - entity other than domestic limited partnership
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) Pursuant to an agreement of merger or consolidation between the constituent entities as provided in this section, a domestic limited partnership and one or more additional domestic or foreign entities may be merged into a surviving entity other than a domestic limited partnership, or a domestic limited partnership together with one or more additional domestic or foreign entities may be consolidated into a new entity other than a domestic limited partnership to be formed by such consolidation. The merger or consolidation must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (B) The agreement of merger or consolidation shall set forth all of the following: (1) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (2) In the case of a merger, that one or more specified constituent domestic limited partnerships and other specified constituent entities will be merged into a specified surviving foreign entity or surviving domestic entity other than a domestic limited partnership, or, in the case of a consolidation, that the constituent entities will be consolidated into a new foreign entity or a new domestic entity other than a domestic limited partnership; (3) If the surviving or new entity is a foreign limited partnership, all additional statements and matters, other than the name and address of the statutory agent, that would be required by section 1782.431 of the Revised Code if the surviving or new entity were a domestic limited partnership; (4) The name and the form of entity of the surviving or new entity, the state under the laws of which the surviving entity exists or the new entity is to exist, and the location of the principal office of the surviving or new entity; (5) All additional statements and matters required to be set forth in such an agreement of merger or consolidation by the laws under which each constituent entity exists and, in the case of a consolidation, the new entity is to exist; (6) The consent of the surviving or new entity to be sued and served with process in this state and the irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding in this state to enforce against the surviving or new entity any obligation of any constituent domestic limited partnership or to enforce the rights of a dissenting partner of any constituent domestic limited partnership; (7) If the surviving or new entity is a foreign corporation that desires to transact business in this state as a foreign corporation, a statement to that effect, together with a statement regarding the appointment of a statutory agent and service of any process, notice, or demand upon that statutory agent or the secretary of state, as required when a foreign corporation applies for a license to transact business in this state; (8) If the surviving or new entity is a foreign limited partnership that desires to transact business in this state as a foreign limited partnership, a statement to that effect, together with all of the information required under section 1782.49 of the Revised Code when a foreign limited partnership registers to transact business in this state; (9) If the surviving or new entity is a foreign limited liability company that desires to transact business in this state as a foreign limited liability company, a statement to that effect, together with all of the information required under section 1705.54 or 1706.511 of the Revised Code when a foreign limited liability company registers to transact business in this state. (C) The agreement of merger or consolidation also may set forth any additional provision permitted by the laws of any state under the laws of which any constituent entity exists, consistent with the laws under which the surviving entity exists or the new entity is to exist. (D) To effect the merger or consolidation, the agreement of merger or consolidation shall be adopted by the general partners of each constituent domestic limited partnership, in the same manner and with the same notice to and vote or action of partners or of a particular class or group of partners as is required by section 1782.431 of the Revised Code. The agreement of merger or consolidation also shall be approved or otherwise authorized by or on behalf of each constituent entity in accordance with the laws under which it exists. Each person who will continue to be or who will become a general partner of a partnership that is the surviving or new entity in a merger or consolidation shall specifically agree to continue or to become, as the case may be, a general partner of the surviving or new entity. (E) At any time before the filing of the certificate of merger or consolidation pursuant to section 1782.433 of the Revised Code, the merger or consolidation may be abandoned by the general partners of any constituent partnership, the directors of any constituent corporation, or the comparable representatives of any other constituent entity if the general partners, directors, or comparable representatives are authorized to do so by the agreement of merger or consolidation. The agreement of merger or consolidation may contain a provision authorizing the general partners of any constituent partnership, the directors of any constituent corporation, or the comparable representatives of any other constituent entity to amend the agreement of merger or consolidation at any time before the filing of the certificate of merger or consolidation, except that after the adoption of the agreement of merger or consolidation by the limited partners of any constituent domestic limited partnership, the general partners shall not be authorized to amend the agreement of merger or consolidation to do any of the following: (1) 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 limited partners of the constituent domestic limited partnership in conversion of or in substitution for their interests; (2) If the surviving or new entity is a partnership, alter or change any term of the partnership agreement of the surviving or new partnership, except for alterations or changes that otherwise could be adopted by the general partners of the surviving or new partnership; (3) If the surviving or new entity is a corporation or any other entity other than a partnership, alter or change any term of the articles or comparable instrument of the surviving or new corporation or entity, except for alterations or changes that otherwise could be adopted by the directors or comparable representatives of the surviving or new corporation or entity; (4) Alter or change any other terms and conditions of the agreement of merger or consolidation if any of the alterations or changes, alone or in the aggregate, would materially adversely affect the limited partners or any class or group of limited partners of the constituent domestic limited partnership. Last updated September 10, 2021 at 10:49 AM
Ohio Rev. Code § 1721.99 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.99
§ 1721.99. Penalty
Status: in_force

July 4, 1984 Senate Bill 98 - 115th General Assembly (A) Whoever violates section 1721.19 of the Revised Code shall be fined not less than five nor more than fifty dollars. (B) Whoever violates section 1721.20 of the Revised Code shall be fined not less than fifty nor more than five hundred dollars. (C) Whoever violates section 1721.21 or 1721.211 of the Revised Code shall be fined not more than five thousand dollars or imprisoned for not more than one year, or both. Disclaimer Contact About
Ohio Rev. Code § 1747.05 — Ohio Revised Code / Title 17 / Chapter 1747 / § 1747.05
§ 1747.05. General powers of trust
Status: in_force

July 17, 1978 House Bill 289 - 112th General Assembly (A) Subject to the limitations of division (C) of this section, every real estate investment trust authorized to transact real estate business in this state has the following general powers: (1) To take, hold, and dispose of any estate or interest in real or personal property; (2) To sue and be sued, complain and defend, in all courts; (3) To transact its business, carry on its operations, and exercise the powers granted by this chapter in any state; (4) To make contracts, incur liabilities, lend or borrow money and to receive or give security therefor; to sell, mortgage, lease, pledge, exchange, convey, transfer, and otherwise dispose of all or any part of its property and assets; to issue bonds, notes, and other obligations and secure them by mortgage or deed of trust of all or any part of its property, franchises, or income; (5) To acquire by purchase or in any other manner and to take, receive, own, hold, use, employ, improve, encumber, and otherwise deal in or with real or personal property or any interests in the property, wherever situated; (6) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise use and deal in and with, securities, shares, or other interests in or obligations of domestic or foreign corporations, other real estate investment trusts, associations, partnerships, and individuals, or direct or indirect obligations of any state or municipal corporation, or any instrumentality thereof; (7) To elect or appoint trustees, officers, and agents of the trust for the period of time the trust instrument or bylaws provides, to define the authority and duties of such trustees, officers, and agents, and to adopt and operate employee and officer benefit plans; (8) To make and alter bylaws not inconsistent with law or with its trust instrument for regulating the government of the trust and for the administration of its affairs; (9) To curtail or cease its trust activities by a partial or complete distribution of its assets and to terminate its existence by voluntary dissolutions; (10) To exercise the foregoing powers in the business name of the trust or in the name of one or more of its trustees or nominees; (11) To exercise the foregoing powers by acting through one or more of its duly authorized trustees, officers, or agents; (12) Generally, to exercise the powers set forth in its trust instrument and those granted by law and to do every other act or thing not inconsistent with law, which may be appropriate to promote and attain the purposes set forth in its trust instrument. (B) The original or a copy of the record of the proceedings or meetings of holders of certificates of beneficial interest in the trust estate of a real estate investment trust authorized to transact real estate business in this state or of the trustees shall be prima-facie evidence of the facts stated therein when certified to be true by a trustee, secretary, or assistant secretary of the real estate investment trust. Every meeting referred to in such certified original or copy shall be deemed duly called and held, all motions and resolutions adopted and proceedings had at such meeting shall be deemed duly adopted and had, and all elections or appointments of trustees, officers, or agents chosen at such meeting shall be deemed valid, until the contrary is proven. If a person who is not a holder of a certificate of beneficial interest in the trust estate has acted in good faith in reliance upon any such certified original or copy of such record, it is conclusive in his favor. (C) Nothing in this section grants a real estate investment trust any power that would violate the public policy of this state, nor shall any such trust be authorized to engage in any business that a private corporation for profit organized under the laws of this state may not legally transact, nor does anything in this section grant to any such trust any power or authorize any action specifically denied by the terms or operation of its trust instrument.
Ohio Rev. Code § 1707.11 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.11
§ 1707.11. Consent to service
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly (A) Each person that is not organized under the laws of this state, that is not licensed under section 1703.03 of the Revised Code, or that does not have its principal place of business in this state, shall submit to the division of securities an irrevocable consent to service of process, as described in division (B) of this section, in connection with any of the following: (1) Filings to claim any of the exemptions enumerated in division (Q), (W), or (Y) of section 1707.03 of the Revised Code; (2) Applications for registration by description, qualification, or coordination; (3) Notice filings pursuant to section 1707.092 of the Revised Code. (B) The irrevocable written consent shall be executed and acknowledged by an individual duly authorized to give the consent and shall do all of the following: (1) Designate the secretary of state as agent for service of process or pleadings; (2) State that actions growing out of the sale of such securities, the giving of investment advice, or fraud committed by a person on whose behalf the consent is submitted may be commenced against the person, in the proper court of any county in this state in which a cause of action may arise or in which the plaintiff in the action may reside, by serving on the secretary of state any proper process or pleading authorized by the laws of this state; (3) Stipulate that service of process or pleading on the secretary of state shall be taken in all courts to be as valid and binding as if service had been made upon the person on whose behalf the consent is submitted. (C) Notwithstanding any application, form, or other material filed with or submitted to the division that purports to appoint as agent for service of process a person other than the secretary of state, the application, form, or other material shall be considered to appoint the secretary of state as agent for service of process. (D) Service of any process or pleadings may be made on the secretary of state in the office of the secretary of state, and forwarded by the secretary of state to the principal place of business of the person on whose behalf the consent is submitted or to the last known address as shown on the filing made with the division. However, failure to send such copy does not invalidate the service. (E) Notwithstanding any provision of this chapter, or of any rule adopted by the division of securities under this chapter, that requires the submission of a consent to service of process, the division may provide by rule for the electronic filing or submission of a consent to service of process. Last updated August 9, 2023 at 3:01 PM
Ohio Rev. Code § 1701.19 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.19
§ 1701.19. Determination of fair value of property or services
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) When a determination of the fair value to a corporation is made by the incorporators, directors, or shareholders with respect to consideration, other than cash, paid or to be paid to the corporation for shares; or made by the directors with respect to property voluntarily contributed to the corporation; or made by the directors with respect to physical assets of the corporation that are reckoned by the directors to have a fair value to the corporation in excess of the amount at which they are carried on its books; or provided for in a decree or order as provided in section 1701.75 of the Revised Code or set forth in an agreement of merger or consolidation adopted as provided in section 1701.78 , 1701.79 , 1701.80 , or 1701.801 of the Revised Code, then the determination shall be conclusive in any action or proceeding in which it is claimed that the fair value to the corporation of such consideration or property is or was less than the value so determined, unless the party asserting a claim affirmatively proves by clear and convincing evidence, and otherwise than by proving the difference between the value of such consideration or property and the fair value so determined, that the determination was knowingly and intentionally made, by the persons making the determination, at a value greater than the fair value of such consideration or property to the corporation. (B) The making of an agreement to issue or dispose of shares for property or consideration other than cash or the issuance or disposition of shares in consummation of any agreement or transaction referred to in division (A) of this section shall be held to be a determination that the property or other consideration involved has a fair value to the corporation not less than the value required to justify the issuance or disposition of such shares.
Ohio Rev. Code § 1733.23 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.23
§ 1733.23. Fidelity bond
Status: in_force

January 1, 1979 House Bill 356 - 112th General Assembly The treasurer and all employees of every credit union who are responsible for administering and safekeeping the funds of the credit union, before entering upon the discharge of their duties, shall be covered by an individual, schedule, or blanket fidelity bond in favor of the credit union employing them, with terms and surety approved by the board of directors of the credit union and the superintendent of credit unions. Such bond shall be at the expense of the credit union. Its amount shall be increased if required by the superintendent.
Ohio Rev. Code § 1729.58 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.58
§ 1729.58. Association may act to wind up affairs or obtain reinstatement of articles
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly (A) When an association is dissolved voluntarily, when the articles of incorporation of an association have been canceled, when a final order of a court of common pleas is made dissolving an association under section 1729.59 of the Revised Code, or when the period of existence of the association specified in its articles of incorporation has expired, the association shall cease to carry on business and shall do only such acts as are required to wind up its affairs or to obtain reinstatement of the articles in accordance with section 1729.11 of the Revised Code. (B) Any claim existing or action or proceeding pending by or against the association or which would have accrued against it may be prosecuted to judgment, with right of appeal as in other cases, but any proceeding, execution, or process, or the satisfaction or performance of any order, judgment, or decree, may be stayed as provided in section 1729.59 of the Revised Code. (C) Any process, notice, or demand against the association may be served by delivering a copy to an officer, director, liquidator, or person having charge of its assets or, if no such person can be found, to the statutory agent. (D) The directors of the association or their successors shall act as the board of directors in accordance with the articles of incorporation and bylaws until the affairs of the association are completely wound up. Subject to the orders of courts of this state having jurisdiction over the association, the directors shall proceed as speedily as is practicable to a complete winding up of the affairs of the association and, to the extent necessary or expedient to that end, shall exercise all the authority of the association. Without limiting the generality of such authority, the directors may fill vacancies; elect officers; carry out contracts of the association; make new contracts; borrow money; mortgage or pledge the property of the association as security; sell its assets at public or private sale; make conveyances in the association's name; lease real estate for any term, including ninety-nine years renewable forever; settle or compromise claims in favor of or against the association; appoint or employ one or more persons as liquidators to wind up the affairs of the association with authority as the directors see fit to grant; cause the title to any of the assets of the association to be conveyed to such liquidators for that purpose; apply assets to the payment of obligations; and, after paying or adequately providing for the payment of all known obligations of the association, distribute the remainder of the assets either in cash or in kind among the members, patrons, and stockholders according to their respective rights and interests. In addition, the directors may perform all other acts necessary or expedient to the winding up of the affairs of the association. (E) The directors, or any liquidator to whom the directors grant such authority, in the course of winding up the association's affairs, shall apply the assets of the association in the following order: (1) To expenses incidental to winding up the association's affairs; (2) To all legally enforceable liabilities and obligations of the association due claimants and creditors; (3) To the stockholders, members, and patrons of the association as provided in the association's articles of incorporation or bylaws. (F) Without limiting the authority of the directors, any action within the purview of this section that is authorized or approved at a meeting of the members by sixty per cent of the member votes cast thereon shall be conclusive for all purposes upon all members, patrons, and stockholders of the association. (G) All deeds and other instruments of the association shall be in the name of the association and shall be executed, acknowledged, and delivered by the officers appointed by the directors. (H) At any time during the winding up of its affairs, the association by its directors may make application to the court of common pleas of the county in this state in which the principal place of business of the association is located to have the winding up continued under supervision of the court, as provided in section 1729.59 of the Revised Code. However, if the association has no principal place of business in this state, the application described in this division may be made to a court of common pleas in the county in this state where the statutory agent resides.
Ohio Rev. Code § 1706.33 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.33
§ 1706.33. Right of members and dissociated members to records
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) Upon reasonable notice provided to the limited liability company, a member may inspect and copy during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information is material to the member's rights and duties under the operating agreement or this chapter. (B) A limited liability company may charge a person that makes a demand under this section the reasonable costs of labor and materials for copying. (C) A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under division (E) of this section applies both to the agent or legal representative and the member or dissociated member. (D) The rights under this section do not extend to an assignee who is not admitted as a member. (E) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may do either of the following: (1) Impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; (2) Keep confidential from the members and any other persons, for such period of time as the limited liability company deems reasonable, any information that the limited liability company reasonably believes to be in the nature of trade secrets or other information the disclosure of which the limited liability company in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its activities, or that the limited liability company is required by law or by agreement with a third party to keep confidential.
Ohio Rev. Code § 1702.462 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.462
§ 1702.462. Form of certificate of conversion
Status: in_force

January 30, 2014 House Bill 72 - 130th General Assembly (A) Upon the adoption of a declaration of conversion pursuant to section 1702.461 of the Revised Code, or at a later time as authorized by the declaration of conversion, a certificate of conversion that is signed by an authorized representative of the converting entity shall be filed with the secretary of state. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the information required under division (B) of this section. (B)(1) The certificate of conversion shall set forth all of the following: (a) The name and form of entity of the converting entity and the state under the laws of which the converting entity exists; (b) A statement that the converting entity has complied with all of the laws under which it exists and that the laws permit the conversion; (c) The name and mailing address of the person or entity that is to provide a copy of the declaration of conversion in response to any written request made by a member of the converting entity; (d) The effective date of the conversion, which date may be on or after the date of the filing of the certificate pursuant to this section; (e) The signature of the representative or representatives authorized to sign the certificate on behalf of the converting entity and the office held or the capacity in which the representative is acting; (f) A statement that the declaration of conversion is authorized on behalf of the converting entity and that each person signing the certificate on behalf of the converting entity is authorized to do so; (g) The name and the form of the converted entity and the state under the laws of which the converted entity will exist; (h) If the converted entity is a foreign entity that will not be licensed in this state, the name and address of the statutory agent upon whom any process, notice, or demand may be served. (2) In the case of a conversion into a limited liability company, limited partnership, or other partnership, any organizational document, including a designation of agent, that would be filed upon the creation of the new entity shall be filed with the certificate of conversion. (3) If the converted entity is a foreign entity that desires to transact business in this state, the certificate of conversion shall be accompanied by the information required by divisions (B)(1)(c)(ii) and (iii) of section 1702.461 of the Revised Code. (4) If a foreign or domestic corporation licensed to transact business in this state is the converting entity, the certificate of conversion shall be accompanied by the affidavits, receipts, certificates, or other evidence required by division (G) of section 1702.47 of the Revised Code, with respect to a converting domestic corporation, or by the affidavits, receipts, certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code with respect to a foreign corporation. (C) If the converting entity or the converted entity is organized or formed under the laws of a state other than this state or under any chapter of the Revised Code other than this chapter, all documents required to be filed in connection with the conversion by the laws of that state or that chapter shall be filed in the proper office. (D) Upon the filing of a certificate of conversion and other filings required by division (C) of this section or at any later date that the certificate of conversion specifies, the conversion is effective, subject to the limitation that no conversion shall be effective if there are reasonable grounds to believe that the conversion would render the converted entity unable to pay its obligations as they become due in the usual course of its affairs. (E) The secretary of state shall furnish, upon request and payment of the fee specified in division (K)(2) of section 111.16 of the Revised Code, the secretary of state's certificate setting forth all of the following: (1) The name and form of entity of the converting entity and the state under the laws of which it existed prior to the conversion; (2) The name and form of entity of the converted entity and the state under the laws of which it will exist; (3) The date of filing of the certificate of conversion with the secretary of state and the effective date of the conversion. (F) The certificate of the secretary of state, or a copy of the certificate of conversion certified by the secretary of state, may be filed for record in the office of the county recorder of any county in this state and, if filed, shall be recorded in the official records of that county. For the recording, the county recorder shall charge and collect the same fee as in the case of deeds.
Ohio Rev. Code § 1779.12 — Ohio Revised Code / Title 17 / Chapter 1779 / § 1779.12
§ 1779.12. Application of chapter to partnerships
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) This chapter does not govern any partnership on and after the first day of January, 2010. (B) This chapter does not govern any partnership that is formed on or after the first day of January, 2009. Chapter 1776. of the Revised Code governs any partnership formed on or after that date. (C) This chapter does not govern any partnership that elects to be governed by Chapter 1776. of the Revised Code pursuant to procedures in division (C) of section 1776.95 of the Revised Code, on and after the date the partnership elects to be governed by that chapter. Disclaimer Contact About
Ohio Rev. Code § 1745.47 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.47
§ 1745.47. Agreement of merger or consolidation; vote by members
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) The managers of each constituent domestic unincorporated nonprofit association, upon approving an agreement of merger or consolidation, shall direct that the agreement be submitted to the members entitled to vote on it at a meeting of voting members of that unincorporated nonprofit association held for that purpose. Notice of the meeting shall be given to all members of the constituent domestic unincorporated nonprofit association entitled to vote at the meeting. The notice shall be accompanied by a copy or summary of the material terms of the agreement. (B)(1) In order to be adopted, the agreement, including any amendments or additions to the agreement proposed at each meeting described in division (A) of this section, shall receive the affirmative vote of a majority of the voting members of the constituent domestic unincorporated nonprofit association present at that meeting in person, by the use of authorized communications equipment, by mail, or if permitted, by proxy if a quorum is present, or, if the governing principles provide or permit, the affirmative vote of a greater or lesser proportion or number of the voting members, and the affirmative vote of the voting members of any particular class that is required by the governing principles. If the agreement would effect or authorize any action by the unincorporated nonprofit association that, under any applicable provision of law or under the governing principles of the constituent domestic unincorporated nonprofit association, could be effected or authorized only by or pursuant to a specified vote of the members, the agreement, including any amendments or additions to the agreement proposed at each meeting described in division (A) of this section, shall be adopted by the same vote as would be required for that action. (2) For purposes of division (B)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (C) At any time prior to the filing of the agreement, the merger or consolidation may be abandoned by the managers of one or more of the constituent unincorporated nonprofit associations or the comparable representatives of any other constituent entity, if the power of abandonment is conferred either by the agreement or by the same vote or action as is required to adopt that agreement.
Ohio Rev. Code § 1702.27 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.27
§ 1702.27. Number and qualifications of directors - ex officio directors - provisional director
Status: in_force

October 24, 2024 House Bill 301 - 135th General Assembly (A) Except as provided in division (B) of this section and section 1702.521 of the Revised Code: (1) The number of directors as fixed by the articles or the regulations shall be not less than three or, if not so fixed, the number shall be three, except that if there are only one or two members of the corporation, the number of directors may be less than three but not less than the number of members. (2)(a) Subject to division (A)(2)(c) of this section, unless the articles or the regulations fix the number of directors or provide the manner in which that number may be fixed or changed by the voting members, the number may be fixed or changed at a meeting of the voting members called for the purpose of electing directors, if a quorum is present, by the affirmative vote of a majority of the voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy. (b) For purposes of division (A)(2)(a) of this section, participation by a voting member in a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (c) No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director. (3) Each director shall be a natural person and shall have the qualifications, if any, that are stated in the articles or the regulations. (4) The articles or the regulations may provide that persons occupying certain positions within or without the corporation shall be ex officio directors, but, unless otherwise provided in the articles or the regulations, such ex officio directors shall not be considered for quorum purposes and shall have no vote. (B) The court of common pleas of the county in which the corporation maintains its principal office may, pursuant to division (A) of section 1702.521 of the Revised Code, order the appointment of a provisional director for the corporation without regard to the number or qualifications of directors stated in the articles or regulations of the corporation. Last updated August 28, 2024 at 1:34 PM
Ohio Rev. Code § 1717.11 — Ohio Revised Code / Title 17 / Chapter 1717 / § 1717.11
§ 1717.11. Liability to owner in damages
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly A person guilty of cruelty to an animal which is the property of another shall be liable to the owner of the animal in damages, in addition to the penalties prescribed by law.
Ohio Rev. Code § 1751.71 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.71
§ 1751.71. Accepting payments for cost of policies, contracts, and agreements
Status: in_force

June 4, 1997 Senate Bill 67 - 122nd General Assembly Each health insuring corporation subject to this chapter may accept from governmental agencies, or from private persons, payments covering all or part of the cost of policies, contracts, and agreements entered into between the health insuring corporation and its subscribers or groups of subscribers.
Ohio Rev. Code § 1733.31 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.31
§ 1733.31. Reserve accounts - liquidity fund
Status: in_force

April 14, 2006 House Bill 81 - 126th General Assembly For purposes of this section, "gross income" means all income, before expenses, earned on risk assets. "Risk assets" shall be defined by rule adopted by the superintendent of credit unions. Each credit union shall establish and maintain reserves as required by Chapter 1733. of the Revised Code, or by rules adopted by the superintendent, including the following: (A) Valuation allowances for delinquent loans, investments, other risk assets, and contingencies, which shall be established and maintained pursuant to rules adopted adopted by the superintendent. (B) A regular reserve as follows: (1) A credit union in operation for more than four years and having assets of five hundred thousand dollars or more shall reserve ten per cent of its gross income until its regular reserve equals four per cent of its total risk assets. Once the credit union has regular reserves equal to four per cent of its total risk assets, it shall reserve five per cent of its gross income until its regular reserve equals six per cent of its total risk assets. (2) A credit union in operation for less than four years or having assets of less than five hundred thousand dollars shall reserve ten per cent of its gross income until its regular reserve equals seven and one-half per cent of its total risk assets. Once the credit union has regular reserves equal to seven and one-half per cent of its total risk assets, it shall reserve five per cent of its gross income until its regular reserve equals ten per cent of its total risk assets. (3) The provision for loan losses, or other such provisions related to the valuation allowances described in division (A) of this section, recorded on the credit union's statement of income for the year shall be deducted from the appropriate regular reserve calculated under division (B)(1) or (2) of this section. (4) Once the credit union has closed out its net income or loss to undivided earnings, it may allocate any extraordinary loss for the year, as defined by AICPA APB Opinion No. 30 or by rules as promulgated by the superintendent, to the regular reserve. (5) If the regular reserve account becomes less than the percentage required by division (B)(1) or (2) of this section, then the schedule of allocation shall apply until the required percentages are achieved. (6) The superintendent may decrease the reserve requirements under division (B)(1) or (2) of this section when, in the superintendent's opinion, a decrease is necessary or desirable and is consistent with the purposes of this section. (7) Nothing herein shall prevent the superintendent from requiring a particular credit union or all credit unions to establish a regular reserve in excess of the percentages required by division (B)(1) or (2) of this section if, in the opinion of the superintendent, economic conditions or other appropriate circumstances so warrant. (C) Except as otherwise provided in this division, each credit union shall maintain a liquidity fund equal to five per cent of its shares. The assets included in the liquidity fund shall be defined by rule adopted by the superintendent. The superintendent may require a particular credit union or all credit unions to establish a liquidity fund greater than or less than five per cent of total shares, if, in the opinion of the superintendent, economic conditions or other appropriate circumstances so warrant. (D)(1) Reserves for corporate credit unions shall be established by the superintendent with due regard for the reserving requirements for corporate credit unions set by the applicable insurer recognized under section 1733.041 of the Revised Code. Specific reserving requirements shall be established by rule of the superintendent, but shall substantially parallel the reserving formula set by the applicable insurer recognized under section 1733.041 of the Revised Code. (2) Nothing in division (D)(1) of this section shall prevent the superintendent from requiring a particular corporate credit union or all corporate credit unions to establish a regular reserve in excess of those reserves established pursuant to division (D)(1) of this section if, in the opinion of the superintendent, economic conditions or other appropriate circumstances so warrant.
Ohio Rev. Code § 1782.30 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.30
§ 1782.30. Allocation of distributions
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly Distributions of cash or other assets 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, distributions 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 § 1703.03 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.03
§ 1703.03. License required
Status: in_force

September 29, 1997 House Bill 215 - 122nd General Assembly No foreign corporation not excepted from sections 1703.01 to 1703.31 of the Revised Code, shall transact business in this state unless it holds an unexpired and uncanceled license to do so issued by the secretary of state. To procure such a license, a foreign corporation shall file an application, pay a filing fee, and comply with all other requirements of law respecting the maintenance of the license as provided in those sections.
Ohio Rev. Code § 1728.08 — Ohio Revised Code / Title 17 / Chapter 1728 / § 1728.08
§ 1728.08. Permissible provisions in financial agreement
Status: in_force

August 1, 1980 Senate Bill 157 - 113th General Assembly (A) The financial agreement provided for in section 1728.07 of the Revised Code may provide that the municipal corporation will consent to a sale of the project by the community urban redevelopment corporation to another such corporation and that, upon assumption by the transferee corporation of the transferor's obligations under the financial agreement the tax exemption of the improvement as provided by section 1728.10 of the Revised Code shall continue and inure to the transferee corporation. (B) The financial agreement shall provide that the corporation meet the requirements of section 153.54 of the Revised Code for the completion of the project and for the disposition of the project property including the buildings in the event of a default in construction or abandonment of the work. The municipal corporation shall within the limits of its legal powers complete or cause the completion of a project undertaken pursuant to this chapter in the event of the termination of the financial agreement by reason of default by the corporation under the terms of the financial agreement. (C) The financial agreement may further provide that the municipal corporation for its part will undertake and carry out any work, which a municipal corporation may legally undertake, in order to assist in the completion of the project.
Ohio Rev. Code § 1745.22 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.22
§ 1745.22. Notice of meeting
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly Unless the governing principles 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, 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 1745.19 of the Revised Code, to each member entitled to notice of the meeting not less than ten and not more than sixty days before the date of the meeting. The notice of the meeting shall be given by or at the direction of the president, the secretary, or any other person required or permitted by the governing principles to give notice or by 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 unincorporated nonprofit association. 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 § 1729.84 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.84
§ 1729.84. Exemptions for agricultural products
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly Any exemptions under any law applying to agricultural products in the possession or under the control of the individual producer also shall apply to such products delivered by its producer members, as long as such products are in the possession or under the control of an agricultural cooperative.
Ohio Rev. Code § 1706.514 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.514
§ 1706.514. Cancellation of registration with Secretary of State
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A foreign limited liability company that has a registration as a foreign limited liability company in the records of the secretary of state may cancel its registration as a limited liability company by delivering for filing a certificate of cancellation of registration of a foreign limited liability company to the secretary of state. (B) A certificate of cancellation of registration of a foreign limited liability company shall set forth all of the following: (1) The name and registration number of the foreign limited liability company, any assumed name adopted for use in this state, and the name of the jurisdiction under whose law it is organized; (2) The name and street address of the statutory agent, or if a statutory agent is no longer to be maintained, a statement that the foreign limited liability company will not maintain a statutory agent, and the street address to which service of process may be mailed pursuant to section 1706.09 of the Revised Code; (3) That the foreign limited liability company, and all series thereof, will no longer transact business in this state and that it relinquishes its authority to transact business in this state; (4) That the foreign limited liability company is canceling its registration as a foreign limited liability company; (5) That any statement of assumed name it has on file in the records of the secretary of state and any assumed name with respect to the foreign limited liability company, are withdrawn upon the effective date of the cancellation of registration of a foreign limited liability company. (C) The cancellation of registration of a foreign limited liability company shall be effective upon filing by the secretary of state, whereupon the registration as a foreign limited liability company shall be canceled and the foreign limited liability company, and all series thereof, shall be without authority to transact business in this state. (D) Cancellation of a registration as a foreign limited liability company shall not terminate the authority of any statutory agent appointed by the foreign limited liability company.
Ohio Rev. Code § 1751.04 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.04
§ 1751.04. Review of application and documents by superintendent
Status: in_force

March 21, 2017 House Bill 505 - 131st General Assembly (A) Except as provided by division (D) of this section, upon the receipt by the superintendent of insurance of a complete application for a certificate of authority to establish or operate a health insuring corporation, which application sets forth or is accompanied by the information and documents required by division (A) of section 1751.03 of the Revised Code, the superintendent shall review the application and accompanying documents and make findings as to whether the applicant for a certificate of authority has done all of the following with respect to any basic health care services and supplemental health care services to be furnished: (1) Demonstrated the willingness and potential ability to ensure that all basic health care services and supplemental health care services described in the evidence of coverage will be provided to all its enrollees as promptly as is appropriate and in a manner that assures continuity; (2) Made effective arrangements to ensure that its enrollees have reliable access to qualified providers in those specialties that are generally available in the geographic area or areas to be served by the applicant and that are necessary to provide all basic health care services and supplemental health care services described in the evidence of coverage; (3) Made appropriate arrangements for the availability of short-term health care services in emergencies within the geographic area or areas to be served by the applicant, twenty-four hours per day, seven days per week, and for the provision of adequate coverage whenever an out-of-area emergency arises; (4) Made appropriate arrangements for an ongoing evaluation and assurance of the quality of health care services provided to enrollees, including, if applicable, the development of a quality assurance program complying with the requirements of sections 1751.73 to 1751.75 of the Revised Code, and the adequacy of the personnel, facilities, and equipment by or through which the services are rendered; (5) Developed a procedure to gather and report statistics relating to the cost and effectiveness of its operations, the pattern of utilization of its services, and the quality, availability, and accessibility of its services. (B) Based upon the information provided in the application for issuance of a certificate of authority, the superintendent shall determine whether or not the applicant meets the requirements of division (A) of this section. If the superintendent determines that the applicant does not meet these requirements, the superintendent shall specify in what respects it is deficient. However, the superintendent shall not deny an application because the requirements of this section are not met unless the applicant has been given an opportunity for a hearing on that issue. (C) If the applicant requests a hearing, the superintendent shall hold a hearing before denying an application because the applicant does not meet the requirements of this section. The hearing shall be held in accordance with Chapter 119. of the Revised Code. (D) Nothing in this section requires the superintendent to review or make findings with regard to an application and accompanying documents to establish or operate any of the following: (1) A health insuring corporation to cover solely medicaid recipients; (2) A health insuring corporation to cover solely medicare beneficiaries; (3) A health insuring corporation to cover solely medicaid recipients and medicare beneficiaries; (4) A health insuring corporation to cover solely federal employees and other individuals eligible for coverage in the federal employees health benefits program pursuant to 5 U.S.C. 8905.
Ohio Rev. Code § 1706.412 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.412
§ 1706.412. Effect of dissociation
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A person who has dissociated as a member shall have no right to participate as a member in the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated. (B) Upon a person's dissociation, the member's duty of loyalty and duty of care under divisions (C) and (D) of section 1706.31 of the Revised Code continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the limited liability company's business pursuant to section 1706.472 of the Revised Code. (C) A person's dissociation as a member does not of itself discharge the person from any debt, obligation, or liability to a limited liability company or the other members that the person incurred while a member.
Ohio Rev. Code § 1776.21 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.21
§ 1776.21. Partnership as entity distinct from partners
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) A partnership is an entity distinct from its partners. (B) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 1776.81 of the Revised Code. (C) Except as otherwise provided in the Revised Code or the partnership agreement, a partnership formed under this chapter has authority to engage in any activity in which a domestic corporation or a domestic limited liability company may lawfully engage and has the powers of a domestic corporation or domestic limited liability company.
Ohio Rev. Code § 1751.05 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.05
§ 1751.05. Issuance or denial of certificate of authority
Status: in_force

October 16, 2009 House Bill 1 - 128th General Assembly (A) The superintendent of insurance shall issue or deny a certificate of authority to a health insuring corporation filing an application pursuant to section 1751.03 of the Revised Code, one hundred thirty-five days from the superintendent's receipt of a complete application and accompanying documents. (B) A certificate of authority shall be issued upon payment of the application fee prescribed in section 1751.44 of the Revised Code if the superintendent is satisfied that the following conditions are met: (1) The persons responsible for the conduct of the affairs of the applicant are competent, trustworthy, and possess good reputations. (2) The superintendent determines, in accordance with division (B) of section 1751.04 of the Revised Code, that the organization's proposed plan of operation meets the requirements of division (A) of that section. (3) The applicant constitutes an appropriate mechanism to effectively provide or arrange for the provision of the basic health care services, supplemental health care services, or specialty health care services to be provided to enrollees. (4) The applicant is financially responsible, complies with section 1751.28 of the Revised Code, and may reasonably be expected to meet its obligations to enrollees and prospective enrollees. In making this determination, the superintendent may consider: (a) The financial soundness of the applicant's arrangements for health care services, including the applicant's proposed contractual periodic prepayments or premiums and the use of copayments and deductibles; (b) The adequacy of working capital; (c) Any agreement with an insurer, a government, or any other person for insuring the payment of the cost of health care services or providing for automatic applicability of an alternative coverage in the event of discontinuance of the health insuring corporation's operations; (d) Any agreement with providers or health care facilities for the provision of health care services; (e) Any deposit of securities submitted in accordance with section 1751.27 of the Revised Code as a guarantee that the obligations will be performed. (5) The applicant has submitted documentation of an arrangement to provide health care services to its enrollees until the expiration of the enrollees' contracts with the applicant if a health care plan or the operations of the health insuring corporation are discontinued prior to the expiration of the enrollees' contracts. An arrangement to provide health care services may be made by using any one, or any combination, of the following methods: (a) The maintenance of insolvency insurance; (b) A provision in contracts with providers and health care facilities, but no health insuring corporation shall rely solely on such a provision for more than thirty days; (c) An agreement with other health insuring corporations or insurers, providing enrollees with automatic conversion rights upon the discontinuation of a health care plan or the health insuring corporation's operations; (d) Such other methods as approved by the superintendent. (6) Nothing in the applicant's proposed method of operation, as shown by the information submitted pursuant to section 1751.03 of the Revised Code or by independent investigation, will cause harm to an enrollee or to the public at large, as determined by the superintendent. (7) Any deficiencies identified by the superintendent under section 1751.04 of the Revised Code have been corrected. (8) The applicant has deposited securities as set forth in section 1751.27 of the Revised Code. (C) If an applicant elects to fulfill the requirements of division (B)(5) of this section through an agreement with other health insuring corporations or insurers, the agreement shall require those health insuring corporations or insurers to give thirty days' notice to the superintendent prior to cancellation or discontinuation of the agreement for any reason. (D) A certificate of authority shall be denied only after compliance with the requirements of section 1751.36 of the Revised Code.
Ohio Rev. Code § 1776.77 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.77
§ 1776.77. Dissenting partner's demand for fair cash value of interests
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) A partner of a domestic partnership is entitled to relief as a dissenting partner with respect to the proposals described in section 1776.76 of the Revised Code only as this section provides. (B)(1) When a proposal of merger, consolidation, or conversion is submitted to the partners at a meeting, a partner may be a dissenting partner only if that partner is a record holder of the partnership interests as to which the partner seeks relief as of the date fixed for the determination of partners entitled to notice of the meeting, and has not voted those interests in favor of the proposal. (2) Not later than ten days after the date on which a vote on a proposal for merger, consolidation, or conversion is taken at the meeting of the partners, a dissenting partner shall deliver to the partnership a written demand for payment of the fair cash value of the interests to which the dissenting partner seeks relief. The demand shall state the dissenting partner's address, the number and class of those interests, and the amount the dissenting partner claims as the fair cash value of the interests. (C)(1) If the proposal of merger, consolidation, or conversion is submitted to the partners for written approval or other action without a meeting, a partner may be a dissenting partner only if on the date the request for approval or action is sent to the partners entitled to act or approve the partner is a record holder of those interests of the partnership to which the partner seeks relief and the partner did not indicate approval of the proposal in the partner's capacity as a holder of those interests. (2) Not later than fifteen days after the date on which the request for approval of or action on the proposal is sent to the partners, the dissenting partner shall deliver to the partnership a written demand for payment of the fair cash value of the interests to which the partner seeks relief. The demand shall state the dissenting partner's address, the number and class of interests, and the amount the partner claims as the fair cash value of those interests. (D) In any merger or consolidation, a demand served on the involved constituent domestic partnership constitutes service on the surviving entity or the new entity, whether that demand is served before, on, or after the effective date of the merger or consolidation. In any conversion, a demand served on the converting domestic partnership constitutes service on the converted entity, whether that demand is served before, on, or after the effective date of the conversion. (E)(1) When the interests as to which a dissenting partner seeks relief are represented by certificates, and the domestic partnership sends the dissenting partner a request for certificates representing those interests, within fifteen days from the date on which the request is sent, the dissenting partner shall deliver to the partnership the requested certificates. The partnership shall endorse a legend on each certificate to the effect that the partner has made a demand for the fair cash value of the interests the certificate represents. The partnership promptly shall return the endorsed certificates to the dissenting partner. (2) At the option of the partnership, the partnership may terminate a partner's rights as a dissenting partner by sending a written notice to the dissenting partner within twenty days after the lapse of the fifteen-day period if the partner fails to deliver the certificates, unless a court for good cause shown otherwise directs. A partnership's request pursuant to this division is not an admission that the holder of the interest is entitled to relief under this section. (3) If an interest represented by a certificate that contains a legend is transferred, each new certificate issued shall bear a similar legend and the name of the original dissenting holder of those interests. (4) Upon receiving a demand for payment from a dissenting partner who is a record holder of uncertificated interests, the partnership shall make an appropriate notation of the demand for payment in its records. When an uncertificated interest for which a dissenting partner demands payment is to be transferred, any writing to evidence that transfer shall bear the legend required for certificated interests as this section provides. (5) A transferee of interests who receives an endorsed certificate or an uncertificated interest with a notation acquires only those rights in the partnership as the original partner holding those interests had immediately after the service of a demand for payment of the fair cash value of the interests. (F) Unless the partnership agreement of the constituent domestic partnership provides a reasonable basis for determining and paying the fair cash value of the interests for which a dissenting partner seeks relief, or unless the partnership and the dissenting partner have come to an agreement on the fair cash value of the interests, the dissenting partner or the partnership, which may be the surviving or new entity in the case of a merger or consolidation, or the converted entity in the case of a conversion, within ninety days after the service of the dissenting partner's demand, may file a complaint under section 1776.78 of the Revised Code in the court of common pleas of the county in which the principal office of the partnership that issued the interests is located or was located when the partners adopted the proposal of merger, consolidation, or conversion. The complaint shall be filed in the court of common pleas of Franklin county if the domestic partnership does not have, or did not have at the time of the demand, its principal office in this state. Other dissenting partners, within that ninety-day period, may join as plaintiffs or may be joined as defendants, and any two or more proceedings may be consolidated. (G) The right and obligation of a dissenting partner to receive fair cash value and to sell the interests to which the dissenting partner seeks relief, and the right and obligation of the domestic partnership to purchase those interests and to pay the fair cash value of them, terminate under any of the following circumstances: (1) The dissenting partner does not comply with this section, unless the partnership waives that failure. (2) The partnership abandons the merger, consolidation, or conversion or is finally enjoined or prevented from carrying it out, or the partners rescind their adoption or approval of the merger, consolidation, or conversion. (3) The dissenting partner withdraws the demand, with the consent of the partnership. (4) The partnership agreement does not provide a reasonable basis for determining and paying the dissenting partner the fair cash value of the dissenting partner's interest, the partnership and the dissenting partner have not agreed upon the fair cash value of the interest, and neither the dissenting partner nor the partnership has filed or joined in a complaint under division (F) of this section within the period that division provides. (H)(1) Unless otherwise provided in the partnership agreement, from the time the dissenting partner gives a demand until either the termination of the rights and obligations arising from it or the purchase of the interests by the partnership, all other rights accruing from those interests, including voting or distribution rights, are suspended. If, during the suspension, any distribution is paid in money upon interests of that class, or any dividend, distribution, or interest is paid in money upon any securities issued in extinguishment of, or in substitution for, that interest, the holder of record shall be paid as a credit upon the fair cash value of the interests an amount equal to the dividend, distribution, or interest that would have been payable upon those interests or securities, if not for the suspension. (2) If the right to receive the fair cash value is terminated other than by the purchase of the interests by the partnership, all rights of the dissenting partner shall be restored and all distributions that would have been made if not for the suspension shall be made to the holder of record of the interests at the time of termination.
Ohio Rev. Code § 1716.03 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.03
§ 1716.03. Organizations not required to file registration statement
Status: in_force

April 10, 2001 Senate Bill 333 - 123rd General Assembly The following shall not be required to file a registration statement as provided in section 1716.02 of the Revised Code: (A) Any religious agencies and organizations, and charities, agencies, and organizations operated, supervised, or controlled by a religious organization; (B) Any charitable organization that meets all of the following requirements: (1) It has been in continuous existence in this state for a period of at least two years; (2) It has received from the internal revenue service a determination letter that is currently in effect, stating that the charitable organization is exempt from federal income taxation under subsection 501(a) and described in subsection 501(c)(3) of the Internal Revenue Code; (3) It has registered with the attorney general as a charitable trust pursuant to section 109.26 of the Revised Code; (4) It has filed an annual report with and paid the required fee to the attorney general pursuant to section 109.31 of the Revised Code. (C) Any educational institution, when solicitation of contributions is confined to alumni, faculty, trustees, or the student membership and their families; (D) Every person other than an individual, when solicitation of contributions for a charitable purpose or on behalf of a charitable organization is confined to its existing membership, present or former employees, or present or former trustees; (E) Any public primary or secondary school, when solicitation of contributions is confined to alumni, faculty, or the general population of the local school district; (F) Any booster club that is organized and operated in conjunction with and for the benefit of students of public primary or secondary schools; (G) Any charitable organization that does not receive gross revenue, excluding grants or awards from the government or an organization that is exempt from federal income taxation under section 501(a) and described in section 501(c)(3) of the Internal Revenue Code, in excess of twenty-five thousand dollars during its immediately preceding fiscal year, if the organization does not compensate any person primarily to solicit contributions. If the gross revenue, excluding grants or awards from the government or an organization that is exempt from federal income taxation under section 501(a) and described in section 501(c)(3) of the Internal Revenue Code, of any charitable organization received during any fiscal year exceeds twenty-five thousand dollars, the charitable organization, within thirty days after the receipt of the revenue, shall file a registration statement with the attorney general pursuant to section 1716.02 of the Revised Code.
Ohio Rev. Code § 1751.63 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.63
§ 1751.63. Long-term care insurance
Status: in_force

June 4, 1997 Senate Bill 67 - 122nd General Assembly Sections 3923.41 to 3923.48 of the Revised Code apply to every health insuring corporation that offers long-term care and that holds a certificate of authority under this chapter.
Ohio Rev. Code § 1782.32 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.32
§ 1782.32. Withdrawal of general partner
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If the withdrawal violates the partnership agreement, the limited partnership, in addition to exercising any remedies otherwise available under applicable law, may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.
Ohio Rev. Code § 1729.44 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.44
§ 1729.44. Setting aside reorganizations
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly An action to set aside a merger, consolidation, division, or conversion of an association, on the ground that any section of the Revised Code has not been complied with, shall be brought within ninety days after the effective date of the merger, consolidation, division, or conversion, or such action shall be forever barred.
Ohio Rev. Code § 1745.56 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.56
§ 1745.56. Liability of managers and members
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) The members, the managers, and the officers of an unincorporated nonprofit association shall not be personally liable for any obligation of the association. (B)(1) Managers who vote for or assent to any of the following shall be jointly and severally liable to the association as provided in division (B)(2) of this section: (a) A distribution of assets to members contrary to law or the governing principles; (b) A distribution of assets to persons other than creditors during the winding up of the affairs of the association on dissolution or otherwise without the payment of all known obligations of the association or without making adequate provision for that payment; (c) The making of loans, other than in the usual conduct of its affairs or in accordance with provisions for the making of loans in the governing principles, to an officer, manager, or member of the association. (2) The managers described in division (B)(1) of this section shall be jointly and severally liable to the association as follows: (a) In cases under division (B)(1)(a) of this section, except as provided in division (B)(3) of this section, up to the amount of the distribution in excess of the amount that could have been distributed without violation of law or the governing principles but not in excess of the amount that would inure to the benefit of the creditors of the association if it was insolvent at the time of the distribution or there was reasonable ground to believe that by that action it would be rendered insolvent, or to the benefit of the members other than members of the class in respect of which the distribution was made; (b) In cases under division (B)(1)(b) of this section, except as provided in division (B)(3) of this section, to the extent that those obligations that are not otherwise barred by statute are not paid or for the payment of which adequate provision has not been made; (c) In cases under division (B)(1)(c) of this section, for the amount of the loan with interest at the rate of six per cent per annum until that amount has been paid. (3) A manager shall not be liable under division (B)(1)(a) or (b) of this section if in determining the amount available for any distribution under that division, the manager in good faith relied on a financial statement of the association prepared by an officer or employee of the association in charge of its accounts or certified by a public accountant or firm of public accountants, in good faith considered the assets to be of their book value, or followed what the manager believed to be sound accounting and business practice. (C) A manager who is present at a meeting of the managers or of a committee of the managers at which action on any matter is authorized or taken and who has not voted for or against that action shall be presumed to have voted for the action unless the manager's written dissent from the action is filed either during the meeting or within a reasonable time after the adjournment of the meeting, with the person acting as secretary of the meeting or with the secretary of the association. (D) A member who knowingly receives any distribution made contrary to law or the governing principles shall be liable to the association for the amount received by the member that is in excess of the amount that could have been distributed without violation of law or the governing principles. (E) A manager against whom a claim is asserted under or pursuant to this section and who is held liable on the claim shall be entitled to contribution, on equitable principles, from other managers who are also liable. Additionally, any manager against whom a claim is asserted under or pursuant to this section or who is held liable on the claim shall have a right of contribution from the members who knowingly received any distribution made contrary to law or the governing principles, and those members as among themselves shall also be entitled to contribution in proportion to the amounts received by them respectively. (F) No action shall be brought by or on behalf of an association upon any cause of action arising under division (B)(1)(a) or (b) of this section at any time after two years from the day on which the violation occurs. (G) Nothing in this section shall preclude any creditor whose claim is unpaid from exercising any rights that the creditor otherwise would have by law to enforce the creditor's claim against the assets of the association distributed to the members or other persons.
Ohio Rev. Code § 1731.021 — Ohio Revised Code / Title 17 / Chapter 1731 / § 1731.021
§ 1731.021. Obtaining certificate of authority from superintendent of insurance
Status: in_force

November 24, 1995 Senate Bill 150 - 121st General Assembly (A) No organization, on or after July 1, 1996, shall sponsor an alliance health care program without first obtaining a certificate of authority from the superintendent of insurance. (B) Application for a certificate of authority to sponsor an alliance program shall be made by an organization in writing and in the form prescribed by the superintendent. (C) The superintendent shall, within ninety days after receipt of an application filed pursuant to division (B) of this section, do either of the following: (1) Grant a certificate of authority to the applicant if the superintendent determines that the applicant is in compliance with this chapter and any rules adopted thereunder. (2) Deny the application for a certificate of authority if the superintendent determines that the applicant is not in compliance with this chapter or any rules adopted thereunder. A notice of the denial shall be mailed to the applicant within thirty days after the superintendent makes the determination. The notice shall specify the reasons for the denial and shall state that the applicant may request a hearing within thirty days after the date the notice was mailed. (D) A certificate of authority granted under this section shall remain in effect through the thirtieth day of June following the date it was granted. (E) The superintendent shall, at least sixty days prior to the expiration of a certificate of authority, provide notice to the organization of the need for filing a renewal application. (F) A certificate of authority may be renewed for the ensuing twelve-month period commencing on the first day of July by an organization's filing an application in accordance with division (B) of this section. The superintendent shall renew the certificate of authority if the superintendent determines that the applicant meets the standards set forth in division (C) of this section for an initial certificate. (G) No insurer or organization shall use the term "alliance," "small employer health care alliance," "alliance program," "alliance health care program," or any other similar term with respect to a health benefit program unless the organization that sponsors the program has been granted a certificate of authority under this section.
Ohio Rev. Code § 1724.11 — Ohio Revised Code / Title 17 / Chapter 1724 / § 1724.11
§ 1724.11. Confidentiality of information
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly (A) When a community improvement corporation is acting as an agent of a political subdivision designated pursuant to section 1724.10 of the Revised Code and at all times as a county land reutilization corporation, both of the following apply: (1) Any financial and proprietary information, including trade secrets, submitted by or on behalf of an entity to the community improvement corporation in connection with the relocation, location, expansion, improvement, or preservation of the business of that entity, or in the pursuit of any one or more of the purposes under division (B) of section 1724.01 of the Revised Code for which a county land reutilization corporation is organized, held or kept by the community improvement corporation, or by any political subdivision for which the community improvement corporation is acting as agent, is confidential information and is not a public record subject to section 149.43 of the Revised Code. (2) Any other information submitted by or on behalf of an entity to the community improvement corporation in connection with the relocation, location, expansion, improvement, or preservation of the business of that entity held or kept by the community improvement corporation, or by any political subdivision for which the community improvement corporation is acting as agent, is confidential information and is not a public record subject to section 149.43 of the Revised Code, until the entity commits in writing to proceed with the relocation, location, expansion, improvement, preservation of its business, or other purpose under division (B) of section 1724.01 of the Revised Code. (B)(1) When the board of directors of a community improvement corporation or any committee or subcommittee of such a board meets to consider information that is not a public record pursuant to division (A) of this section, the board, committee, or subcommittee, by majority vote of all members present, may close the meeting during consideration of the confidential information. The board, committee, or subcommittee shall consider no other information during the closed session. (2) Any meeting at which a decision or determination of the board is required in connection with the relocation, location, expansion, improvement, or preservation of the business of the entity or is required in pursuit of any purpose under division (B) of section 1724.01 of the Revised Code for which a county land reutilization corporation is organized shall be open to the public and may be held by interactive video conference or by teleconference in accordance with division (C) of this section. (C) The board of directors of a community improvement corporation may hold a meeting by interactive video conference or by teleconference in the following manner: (1) The board establishes a primary meeting location that is open and accessible to the public. (2) Meeting-related materials that are available before the meeting are sent via electronic mail, facsimile, hand-delivery, or United States postal service to each board member. (3) In the case of an interactive video conference, the board causes a clear video and audio connection to be established that enables all meeting participants at the primary meeting location to see and hear each board member. (4) In the case of a teleconference, the board causes a clear audio connection to be established that enables all meeting participants at the primary meeting location to hear each board member. (5) All board members have the capability to receive meeting-related materials that are distributed during a board meeting. (6) A roll call voice vote is recorded for each vote taken. (7) The minutes of the board meeting identify which board members remotely attended the meeting by interactive video conference or teleconference. If the board proceeds under this division, use of an interactive video conference is preferred, but nothing in this section prohibits the board from conducting its meetings by teleconference or by a combination of interactive video conference and teleconference at the same meeting. (D) The board of directors of a community improvement corporation shall adopt rules necessary to implement this section. At a minimum, the rules shall do all of the following: (1) Authorize board members to remotely attend a board meeting by interactive video conference or teleconference, or by a combination thereof, in lieu of attending the meeting in person; (2) Establish a minimum number of board members that must be physically present in person at the primary meeting location if the board conducts a meeting by interactive video conference or teleconference; (3) Require that not more than one board member remotely attending a board meeting by teleconference is permitted to be physically present at the same remote location; (4) Establish geographic restrictions for participation in meetings by interactive video conference and by teleconference; (5) Establish a policy for distributing and circulating meeting-related materials to board members, the public, and the media in advance of or during a meeting at which board members are permitted to attend by interactive video conference or teleconference; (6) Establish a method for verifying the identity of a board member who remotely attends a meeting by teleconference. Last updated October 3, 2023 at 9:20 AM
Ohio Rev. Code § 1702.19 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.19
§ 1702.19. Waiver of notice
Status: in_force

March 29, 2007 House Bill 699 - 126th General Assembly (A) Notice of the place, if any, the time, and the purposes of any meeting of voting members or directors, as the case may be, whether required by law, the articles, the regulations, or (in the case of directors) the bylaws, may be waived in writing, either before or after the holding of such meeting, by any member, or by any director, which writing shall be filed with or entered upon the records of the meeting. A transmission by authorized communications equipment that contains a waiver is a writing for purposes of this division. (B) If a member or director attends a meeting described in division (A) of this section without protesting prior to or at the commencement of the meeting, then the lack of proper notice shall be deemed to be a waiver by the member or director of notice of the meeting. (C) Unless the articles or regulations provide otherwise, a member shall be considered in attendance at a meeting described in division (A) of this section if the member is present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy. Unless the articles or regulations provide otherwise, a director shall be considered in attendance at a meeting described in division (A) of this section if the director is present in person or by the use of authorized communications equipment.
Ohio Rev. Code § 1761.15 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.15
§ 1761.15. Establishing reserve for guaranty losses
Status: in_force

September 14, 1988 House Bill 796 - 117th General Assembly A credit union share guaranty corporation shall establish a reserve for guaranty losses on an incurred basis in accordance with generally accepted accounting principles during the period in which such losses become evident. Such reserve shall provide for losses reported to the corporation, losses incurred but not reported, and estimated losses on the collection of notes and other guarantees to member credit unions. Estimates of loss frequency and loss severity for incurred but not reported losses shall be made based on historical data, trends, economic factors, and other statistical information related to member credit unions. Such reserve shall be reported in its annual statement to the superintendent of insurance according to the principles of statutory accounting. All determinations of the superintendent of insurance shall be made on the basis of principles of statutory accounting.
Ohio Rev. Code § 1709.05 — Ohio Revised Code / Title 17 / Chapter 1709 / § 1709.05
§ 1709.05. Using transfer-on-death or TOD
Status: in_force

October 1, 1993 House Bill 62 - 120th General Assembly Registration in beneficiary form may be shown by the words "transfer-on-death" or the abbreviation "TOD," after the name of the registered owner and before the name of a beneficiary.
Ohio Rev. Code § 1715.56 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.56
§ 1715.56. Determination of compliance with RC 1715.51 et seq
Status: in_force

June 1, 2009 House Bill 522 - 127th General Assembly Compliance with sections 1715.51 to 1715.59 of the Revised Code shall be determined in light of the facts and circumstances existing at the time a decision is made or action is taken, and not by hindsight.
Ohio Rev. Code § 1701.05 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.05
§ 1701.05. Corporate name - transfer - reservation
Status: in_force

April 12, 2021 Senate Bill 276, Senate Bill 21 - 133rd General Assembly (A) Except as provided in this section, and in sections 1701.75 , 1701.78 , and 1701.82 of the Revised Code, which sections relate to the reorganization, merger, and consolidation of corporations, the corporate name of a domestic corporation shall comply with all of the following: (1) It shall end with or include the word or abbreviation "company," "co.," "corporation," "corp.," "incorporated," or "inc." (2) It shall not include the word "benefit" or "b-" in its name as a prefix to "company," "co.," "corporation," "corp," "incorporated," or "inc.," unless the corporation is a benefit corporation or had a name that included such combination of words prior to the effective date of this amendment . (3) It shall be distinguishable upon the records in the office of the secretary of state from all of the following: (a) The name of any other corporation, whether nonprofit or for profit and whether that of a domestic or of a foreign corporation authorized to do business in this state; (b) The name of any limited liability company registered in the office of the secretary of state pursuant to Chapter 1705. or 1706. of the Revised Code, whether domestic or foreign; (c) The name of any limited liability partnership registered in the office of the secretary of state pursuant to Chapter 1775. or 1776. of the Revised Code, whether domestic or foreign; (d) The name of any limited partnership registered in the office of the secretary of state pursuant to Chapter 1782. of the Revised Code, whether domestic or foreign; (e) Any trade name the exclusive right to which is at the time in question registered in the office of the secretary of state pursuant to Chapter 1329. of the Revised Code. (4) It shall not contain any language that indicates or implies that the corporation is connected with a government agency of this state, another state, or the United States. (B) The secretary of state shall determine for purposes of this section whether a name is "distinguishable" from another name upon the secretary of state's records. Without excluding other names that may not constitute distinguishable names in this state, a name is not considered distinguishable from another name for purposes of this section solely because it differs from the other name in only one or more of the following manners: (1) The use of the word "corporation," "company," "incorporated," "limited," or any abbreviation of any of those words; (2) The use of any article, conjunction, contraction, abbreviation, or punctuation; (3) The use of a different tense or number of the same word. (C) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from the name of any other corporation, limited liability company, limited liability partnership, or limited partnership, or from a registered trade name, if there also is filed in the office of the secretary of state, on a form prescribed by the secretary of state, the consent of the other entity or, in the case of a registered trade name, the person in whose name is registered the exclusive right to use the name, which consent is evidenced in a writing signed by any authorized officer or any authorized representative of the other entity or person. (D) In case of judicial sale or judicial transfer, by sale or transfer of good will or otherwise, of the right to use the name of a corporation, whether nonprofit or for profit, and whether that of a domestic corporation or of a foreign corporation authorized to exercise its corporate privileges in this state or to do business in this state, the secretary of state, at the instance of the purchaser or transferee of such right, shall accept for filing articles of a corporation with a name the same as or similar to the name of such other corporation, if there also is filed in the office of the secretary of state a certified copy of the decree or order of court confirming or otherwise evidencing the purchase or transfer. (E) Any person who wishes to reserve a name for a proposed new corporation, or any corporation intending to change its name, may submit to the secretary of state a written application, on a form prescribed by the secretary of state, for the exclusive right to use a specified name as the name of a corporation. If the secretary of state finds that, under this section, the specified name is available for such use, the secretary of state shall file the application and, from the date of the filing, the applicant shall have the exclusive right for one hundred eighty days to use the specified name as the name of a corporation, counting the date of such filing as the first of one hundred eighty days. The right so obtained may be transferred by the applicant or other holder thereof by the filing in the office of the secretary of state of a written transfer, on a form prescribed by the secretary of state, stating the name and address of the transferee. Last updated September 9, 2021 at 11:43 AM
Ohio Rev. Code § 1710.03 — Ohio Revised Code / Title 17 / Chapter 1710 / § 1710.03
§ 1710.03. Members of district
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly (A) Except as otherwise provided in this division, each owner of real property within a special improvement district other than the state or federal government is a member of the district, and the real property of each member of the district is subject to special assessment under division (C) of section 1710.06 of the Revised Code. A church is not a member of the district unless the church specifically requested in writing that its property be included in the district or unless, in the case of a district created by an existing qualified nonprofit corporation, the church is a member of the corporation at the time the district is created. A county, township, municipal corporation, or park district owning real property in the district is not a member of the district unless such entity specifically requested in writing that its property be included in the district. The identity and address of the owners shall be determined for any particular action of the nonprofit corporation that governs the district, including notice of meetings of the district, no more than sixty days prior to the date of the action, from the most current records available at the county auditor's office. For purposes of this chapter, the persons shown on such records as having common or joint ownership interests in a parcel of real property collectively shall constitute the owner of the real property. (B) A member may file a written statement with the district's secretary at least three days prior to any meeting of the entire membership of the district to appoint a proxy to carry out the member's rights and responsibilities under this chapter at that meeting. (C) A member also may appoint a designee to carry out the member's rights and responsibilities under this chapter by filing a written designation form with the district's secretary. This form shall include the name and address of the member, the name and address of the designee, and the expiration date, if any, of the designation and may authorize the designee to vote at any meeting of the district. (D) A proxy or designee need not be an elector or resident of any participating political subdivision of the district or a member of the district. The appointment of a proxy or a designee may be changed by filing a new form with the district's secretary. The most current form filed with the secretary is the valid appointment. Service of any notice upon a proxy or designee at the proxy's or designee's address as shown on that form satisfies any requirements for notification of the member. Last updated October 3, 2023 at 9:16 AM
Ohio Rev. Code § 1747.11 — Ohio Revised Code / Title 17 / Chapter 1747 / § 1747.11
§ 1747.11. Forfeiture for transacting business without authority
Status: in_force

July 17, 1978 House Bill 289 - 112th General Assembly (A) Any real estate investment trust that transacts real estate business in this state without authority shall forfeit not less that one thousand dollars nor more than ten thousand dollars. Such forfeiture shall be recovered in an action in the name of the state brought in the court of common pleas of Franklin county, or in the court of common pleas of any county in which the trust has transacted real estate business or has property or a place of business, by the attorney general or the prosecuting attorney. If such action is brought by the attorney general, such forfeiture shall on collection be paid into the state treasury to the credit of the general revenue fund. If brought by the prosecuting attorney, one-half of such forfeiture shall on collection be paid to the treasurer of the county in which action was brought and one-half shall be paid into the state treasury to the credit of the general revenue fund. In addition to such forfeiture, the court shall render a judgment that the trust pay the filing fees required by division (B) of section 1747.03 of the Revised Code, plus interest on the fees at the rate of six per cent per annum for the time during which the court determines that the trust transacted real estate business in this state in violation of section 1747.02 of the Revised Code. An action for the recovery of such forfeiture and filing fee shall be brought within five years after the real estate investment trust has ceased to transact real estate business in this state. (B) For good cause shown, the secretary of state, with the consent of the attorney general, before or after judgment, or the court in which an action is pending for the collection of a forfeiture, may remit all or part of the forfeiture. (C) This section does not apply to any real estate investment trust that either: (1) Holds an estate or interest in real property in this state on the effective date of this section and transacts business after that effective date, if the real estate investment trust complies with section 1743.03 of the Revised Code within one year after the effective date of this section; (2) Holds an estate or interest in real property in this state on the effective date of this section, if it disposes of the estate or interest within one year after the effective date of this section.
Ohio Rev. Code § 1745.06 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.06
§ 1745.06. Relation to other law
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) Principles of law and equity supplement this chapter unless displaced by a particular provision of this chapter. (B) A statute in this state governing a particular type of unincorporated nonprofit association prevails over an inconsistent provision in this chapter to the extent of the inconsistency. (C) This chapter supplements all regulatory laws that are applicable to nonprofit organizations operating in this state. In the event of a conflict, those regulatory laws prevail.
Ohio Rev. Code § 1729.06 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.06
§ 1729.06. Number of incorporators - statutory agent
Status: in_force

May 20, 2014 Senate Bill 98 - 130th General Assembly (A) Two or more individuals may form an association under this chapter. (B)(1) Every association shall have and maintain a statutory agent upon whom any process, notice, or demand against the association may be served. The agent shall be one of the following: (a) A natural person who is a resident of this state; (b) 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. (2) Whenever appointment or designation of a statutory agent is required by this chapter, the appointment or designation shall be on a form prescribed by the secretary of state for the administration of this chapter and shall conform with section 1702.06 of the Revised Code.
Ohio Rev. Code § 1711.19 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.19
§ 1711.19. Bonds
Status: in_force

May 13, 1981 House Bill 95 - 114th General Assembly If a majority of the voters of a county voting upon the question of issuing bonds under section 1711.18 of the Revised Code vote in favor thereof, the board of county commissioners, for the purpose of liquidating the county agricultural society's indebtedness, shall issue and sell bonds of the county in the amount necessary. Such bonds shall bear interest at not more than the rate provided in section 9.95 of the Revised Code, payable semiannually, and shall be issued for a period of not less than ten nor more than twenty years. From the proceeds arising from the sale of such bonds, the board shall pay off the indebtedness for which such bonds were sold.
Ohio Rev. Code § 1724.09 — Ohio Revised Code / Title 17 / Chapter 1724 / § 1724.09
§ 1724.09. Savings clause
Status: in_force

January 23, 1963 House Bill 1 - 105th General Assembly Any corporation organized prior to August 17, 1961 and having similar purposes may be brought under Chapter 1724. of the Revised Code by the required vote of its members or shareholders adopting amended articles of incorporation. Said amended articles of incorporation shall provide for a change in the corporate title and powers in conformity with Chapter 1724. of the Revised Code and shall contain a statement that the amended articles supersede the existing articles of incorporation. In the case of any corporation organized with shares of stock, the amended articles of incorporation shall also provide for the cancellation of all outstanding shares and the terms and considerations, if any, for such cancellation.
Ohio Rev. Code § 1739.13 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.13
§ 1739.13. Minimum surplus - investment and maintenance of assets
Status: in_force

September 29, 2015 House Bill 64 - 131st General Assembly (A) A multiple employer welfare arrangement operating a group self-insurance program shall maintain a minimum surplus of not less than five hundred thousand dollars or such higher amounts of surplus as the superintendent of insurance may establish by rule for the protection of the members and their employees. (B) Except as otherwise provided for in sections 1739.01 to 1739.21 of the Revised Code, the assets of a multiple employer welfare arrangement operating a group self-insurance program shall be invested only in securities or other investments permitted by the laws of this state for the investment of assets of domestic insurance companies other than life. (C) A multiple employer welfare arrangement operating a group self-insurance program shall maintain assets in cash, receivables, or securities authorized by the laws of this state for the investment of assets of domestic insurance companies other than life in an amount that is equivalent to or higher than the unearned premiums and minimum surplus required under sections 1739.01 to 1739.22 of the Revised Code, the reserves for losses outstanding and unpaid, and any other liabilities of the arrangement.
Ohio Rev. Code § 1707.165 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.165
§ 1707.165. Application for bureau chief investment officer - investigation - examination
Status: in_force

December 29, 2023 Senate Bill 131 - 134th General Assembly (A) Application for a bureau of workers' compensation chief investment officer's license shall be made in accordance with this section by filing with the division of securities the information, materials, and forms specified in rules adopted by the division. (B) The division may investigate any applicant for a license and may require any additional information as it considers necessary to determine the applicant's business repute and qualifications to act as a chief investment officer. If the application for a bureau of workers' compensation chief investment officer's license involves investigation outside of this state, the applicant may be required by the division to advance sufficient funds to pay any of the actual expenses of the investigation. The division shall furnish the applicant with an itemized statement of the expenses the applicant is required to pay. (C) The division shall by rule require an applicant for a bureau of workers' compensation chief investment officer's license to pass an examination designated by the division or achieve a specified professional designation unless the applicant meets both of the following requirements: (1) Acts as a bureau of workers' compensation chief investment officer on September 29, 2005; (2) Has experience or education acceptable to the division. (D)(1) Except as provided in division (D)(2) of this section, if the division finds that the applicant is of good business repute, appears to be qualified to act as a bureau of workers' compensation chief investment officer, and has complied with this chapter and rules adopted by the division under this chapter, the division, upon receipt of the fees prescribed by division (B) of section 1707.17 of the Revised Code, shall issue to the applicant a license authorizing the applicant to act as a bureau of workers' compensation chief investment officer. (2) The division shall issue a license to act as a bureau of workers' compensation chief investment officer in accordance with Chapter 4796. of the Revised Code to an applicant if either of the following applies: (a) The applicant holds a license in another state. (b) The applicant has satisfactory work experience, a government certification, or a private certification as described in that chapter as a bureau of workers' compensation chief investment officer in a state that does not issue that license. Last updated December 29, 2023 at 7:11 AM
Ohio Rev. Code § 1701.98 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.98
§ 1701.98. Applicability of chapter
Status: in_force

January 9, 1961 House Bill 1 - 104th General Assembly (A) Except as provided in sections 1701.01 to 1701.98 , inclusive, of the Revised Code, the provisions of said sections shall apply only to domestic corporations, and except as otherwise provided in this section, the provisions of said sections shall apply to all domestic corporations, whether formed under said sections or under previous laws of this state. (B) Special provisions in the Revised Code for the organization, conduct, or government of designated classes of corporations shall govern to the exclusion of sections 1701.01 to 1701.98 , inclusive, of the Revised Code, on the same subject, except where it clearly appears that a special provision is cumulative, in which case it and the provisions of said sections on the same subject shall apply. (C) A corporation created before September 1, 1851, which (1) has expressly elected to be governed by the laws passed since that date, (2) subsequent to that date has taken such action under laws then in effect as to make it subject, as a matter of law, to the Constitution of 1851 and laws passed thereunder, or (3) subsequent to October 1, 1955, takes any action under sections 1701.01 to 1701.98 , inclusive, of the Revised Code, or any of them, which but for said sections it would not be authorized to take, shall be deemed to be a corporation exercising its corporate privileges under the Constitution of this state and the laws passed in pursuance thereof, and not otherwise. (D) A corporation created before September 1, 1851, and actually carrying on its activities in this state, and which prior to October 11, 1955, has not taken action described in division (C) of this section, may accept the provisions of sections 1701.01 to 1701.98 , inclusive, of the Revised Code, at a meeting of shareholders held for such purpose, by a resolution to that effect adopted by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation on such proposal, and by filing in the office of the secretary of state a copy of said resolution certified by the president or a vice-president and the secretary or an assistant secretary of the corporation, for which filing the secretary of state shall charge and collect a fee of five dollars. Thereafter said corporation shall be deemed to exercise its corporate privileges under the Constitution of this state and the laws passed in pursuance thereof, and not otherwise. (E) Except as provided in divisions (C) and (D) of this section, a corporation created before September 1, 1851, shall be governed by the laws in force on that date as modified since that date.
Ohio Rev. Code § 1702.33 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.33
§ 1702.33. Executive and other committees of directors
Status: in_force

October 24, 2024 House Bill 301 - 135th General Assembly (A) The regulations may provide for the creation by the directors of an executive committee or any other committee of the directors, to consist of one or more directors, and may authorize the delegation to any such committee of any of the authority of the directors, however conferred. (B) The directors may appoint one or more directors as alternate members of any committee described in division (A) of this section, who may take the place of any absent member or members at any meeting of the particular committee. (C) Each committee described in division (A) of this section shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors. (D) Unless otherwise provided in the regulations or ordered by the directors, any committee described in division (A) of this section may act by a majority of its members at a meeting or by a writing or writings signed by all of its members. (E) Meetings of committees described in division (A) of this section may be held by any means of authorized communications equipment, unless participation by members of the committee at a meeting by means of authorized communications equipment is prohibited by the articles, the regulations, or an order of the directors. Participation in a meeting pursuant to this division constitutes presence at the meeting. (F) An act or authorization of an act by any committee described in division (A) of this section within the authority delegated to it shall be as effective for all purposes as the act or authorization of the directors. (G) Unless otherwise provided in the articles, the regulations, or the resolution of the directors creating a committee described in division (A) of this section, a committee described in division (A) of this section may do both of the following: (1) Create one or more subcommittees, each of which consists of one or more members of the committee; (2) Delegate to a subcommittee any or all of the powers and authority of the committee. Last updated August 28, 2024 at 1:36 PM
Ohio Rev. Code § 1711.24 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.24
§ 1711.24. Insurance on county society's buildings
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The board of county commissioners of a county in which there is a county agricultural society shall insure the buildings on the grounds of such society for the benefit of such society.
Ohio Rev. Code § 1703.22 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.22
§ 1703.22. Recording of amendment and certificate for change of name
Status: in_force

March 27, 2013 House Bill 479 - 129th General Assembly An amendment changing the name of a foreign corporation may be filed for record with the county recorder of any county when accompanied by a certificate from the secretary of state of this state certifying that an amendment evidencing a change in the corporate name has been filed in the secretary of state's office. For such recording the recorder shall charge and collect the same fee as provided for in division (A)(1) of section 317.32 of the Revised Code.
Ohio Rev. Code § 1703.27 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.27
§ 1703.27. Foreign nonprofit corporations
Status: in_force

September 30, 2021 House Bill 110 - 134th General Assembly No foreign nonprofit corporation shall exercise its corporate privileges in this state in a continual course of transactions until it has first procured from the secretary of state a certificate authorizing it to do so. Before issuing such certificate, the secretary of state shall require such foreign corporation to file in the secretary of state's office a certificate of good standing or subsistence, setting forth the exact corporate title, the date of incorporation, and the fact that the corporation is in good standing or is a subsisting corporation, certified by the secretary of state, or other proper official, of the state under the laws of which the corporation was incorporated, and a statement, on a form prescribed by the secretary of state, verified by the oath of one of its officers, setting forth, but not limited to, the following: (A) The name of the corporation; (B) The state under the laws of which it is incorporated; (C) The location of its principal office; (D) The corporate privileges it proposes to exercise in this state; (E) The appointment of a designated agent and the complete address of such agent, which shall comply with the requirements of section 1703.041 of the Revised Code; (F) Its irrevocable consent to service of process on such agent so long as the authority of the agent continues and to service of process upon the secretary of state in the events provided for in section 1703.19 of the Revised Code. For the filing of that statement, the secretary of state shall charge and collect the fee specified in division (I)(1) of section 111.16 of the Revised Code. A foreign nonprofit corporation shall file an amendment with the secretary of state if there is a modification of any of the information required to be included in its statement, except for changes in information required by division (E) of this section, which shall be corrected in the same manner as described in section 1702.06 of the Revised Code. For the filing of those amendments and corrections, the secretary of state shall charge and collect the fee specified in division (B) or (R) of section 111.16 of the Revised Code. Sections 1703.01 to 1703.31 of the Revised Code, governing foreign corporations for profit in respect to exemption from attachment, change of location of principal office, change of its designated agent or of the designated agent's address, service on the secretary of state, license certificate as prima-facie evidence, proof of due incorporation, filing of amendments evidencing changes of corporate name, merger, or consolidation, filing of certificate of surrender, service on retired corporation, and penalties or forfeitures for transacting business without license, for false reports, and for failure to comply with other applicable provisions of such sections, shall also apply to foreign nonprofit corporations. The secretary of state may require further reports, certificates, or information from a foreign nonprofit corporation, including verification of the continued existence of the corporation. Upon the failure of any corporation to provide the information, the secretary of state shall give notice of the failure by certified mail and, if the report is not filed within thirty days after the mailing of the notice, the license of the corporation to exercise its corporate privileges in this state shall expire and the secretary of state shall make a notation to that effect on the secretary of state's records. Last updated August 4, 2021 at 11:03 AM
Ohio Rev. Code § 1782.433 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.433
§ 1782.433. Certificate of merger or consolidation
Status: in_force

January 30, 2014 House Bill 72 - 130th General Assembly (A) Upon the adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1782.431 or 1782.432 of the Revised Code, a certificate of merger or consolidation shall be filed with the secretary of state that is signed by an authorized representative of each constituent entity. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the information required by this section. (B)(1) The certificate of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (b) A statement that each constituent entity has complied with all of the laws under which it exists and that the laws permit the merger or consolidation; (c) The name and mailing address of the person or entity that is to provide, in response to any written request made by a shareholder, partner, or other equity holder of a constituent entity, a copy of the agreement of merger or consolidation; (d) The effective date of the merger or consolidation, which date may be on or after the date of the filing of the certificate; (e) The signature of the representative or representatives authorized to sign the certificate on behalf of each constituent entity and the office held or the capacity in which the representative is acting; (f) A statement that the agreement of merger or consolidation is authorized on behalf of each constituent entity and that the persons who signed the certificate on behalf of each entity are authorized to do so; (g) In the case of a merger, a statement that one or more specified constituent entities will be merged into a specified surviving entity or, in the case of a consolidation, a statement that the constituent entities will be consolidated into a new entity; (h) In the case of a merger, if the surviving entity is a foreign entity not licensed to transact business in this state, the name and address of the statutory agent upon whom any process, notice, or demand may be served; (i) In the case of a consolidation, the name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the new entity may be served. (2) In the case of a consolidation into a new domestic corporation, limited liability company, or limited partnership, the articles of incorporation, the articles of organization, or the certificate of limited partnership of the new domestic entity shall be filed with the certificate of merger or consolidation. (3) In the case of a merger into a domestic corporation, limited liability company, or limited partnership, any amendments to the articles of incorporation, articles of organization, or certificate of limited partnership of the surviving domestic entity shall be filed with the certificate of merger or consolidation. (4) If the surviving or new entity is a foreign entity that desires to transact business in this state as a foreign corporation, limited liability company, or limited partnership, the certificate of merger or consolidation shall be accompanied by the information required by division (B)(7), (8), or (9) of section 1782.432 of the Revised Code. (5) If a foreign or domestic corporation licensed to transact business in this state is a constituent entity and the surviving or new entity resulting from the merger or consolidation is not a foreign or domestic corporation that is to be licensed to transact business in this state, the certificate of merger or consolidation shall be accompanied by the affidavits, receipts, certificates, or other evidence required by division (H) of section 1701.86 of the Revised Code, with respect to each domestic constituent corporation, and by the affidavits, receipts, certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code, with respect to each foreign constituent corporation licensed to transact business in this state. (C) If any constituent entity in a merger or consolidation is organized or formed under the laws of a state other than this state or under any chapter of the Revised Code other than this chapter, there also shall be filed in the proper office all documents that are required to be filed in connection with the merger or consolidation by the laws of that state or by that chapter. (D) Upon the filing of a certificate of merger or consolidation and other filings as described in division (C) of this section or at any later date that the certificate of merger or consolidation specifies, the merger or consolidation is effective. (E) The secretary of state shall furnish, upon request and payment of the fee specified in division (K)(2) of section 111.16 of the Revised Code, the secretary of state's certificate setting forth: the name and form of entity of each constituent entity and the states under the laws of which each constituent entity existed prior to the merger or consolidation; the name and the form of entity of the surviving or new entity and the state under the laws of which the surviving entity exists or the new entity is to exist; the date of filing of the certificate of merger or consolidation with the secretary of state; and the effective date of the merger or consolidation. The certificate of the secretary of state, or a copy of the certificate of merger or consolidation certified by the secretary of state, may be filed for record in the office of the county recorder of any county in this state and, if filed, shall be recorded in the official records of that county. For that recording, the county recorder shall charge and collect the same fee as in the case of deeds.
Ohio Rev. Code § 1706.07 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.07
§ 1706.07. Naming of limited liability company
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) The name of a limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C.," "LLC," "limited," "ltd.," or "ltd". (B) Except as provided in this section and in sections 1701.75 , 1701.78 , 1701.82 , 1705.36 , and 1705.37 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state's office the articles of organization of a limited liability company if the company name set forth in the articles is not distinguishable on the records of the secretary of state from the name of any of the following: (1) Any other limited liability company, whether the name is of a domestic limited liability company or of a foreign limited liability company registered as a foreign limited liability company under this chapter; (2) Any corporation, whether the name is of a domestic corporation or of a foreign corporation holding a license as a foreign corporation under the laws of this state pursuant to Chapter 1701., 1702., or 1703. of the Revised Code; (3) Any limited liability partnership, whether the name is of a domestic limited liability partnership or a foreign limited liability partnership registered pursuant to Chapter 1775. or 1776. of the Revised Code; (4) Any limited partnership, whether the name is of a domestic limited partnership or a foreign limited partnership registered pursuant to Chapter 1782. of the Revised Code; (5) Any trade name to which the exclusive right, at the time in question, is registered in the office of the secretary of state pursuant to Chapter 1329. of the Revised Code. (C) A limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable from the names identified in division (B) of of this section if there also is filed in the office of the secretary of state, on a form prescribed by the secretary of state, the consent of the other person or, in the case of a registered trade name, the person in whose name is registered the exclusive right to use the name, which consent is evidenced in a writing signed by any authorized officer or any authorized representative of the other person. (D) If a judicial sale or other transfer by order of a tribunal involves the right to use the name of a limited liability company or of a foreign limited liability company, then division (B) of this section shall not be applicable with respect to any person that is subject to the order. (E) Any person that wishes to reserve a name for a proposed new limited liability company, a limited liability company that intends to change its name, or an assumed name for a foreign limited liability company whose name is not available may submit to the secretary of state, on a form prescribed by the secretary of state, a written application for the exclusive right to use a specified name as the name of the company. If the secretary of state finds, consistent with this section, that the specified name is available for use, the secretary of state shall file the application. From the date of the filing, the applicant has the exclusive right for one hundred eighty days to use the specified name as the name of the limited liability company, counting the date of the filing as the first of the one hundred eighty days. The right so obtained may be transferred by the applicant or other holder of the right by filing in the office of the secretary of state a written transfer, on a form prescribed by the secretary of state, that states the name and address of the transferee. Last updated September 9, 2021 at 11:46 AM
Ohio Rev. Code § 1713.36 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.36
§ 1713.36. Interment of body or ashes after study or dissection
Status: in_force

June 23, 1981 House Bill 54 - 114th General Assembly After the bodies referred to in section 1713.34 of the Revised Code have been subjected to medical or surgical examination or dissection or for the study of embalming, the remains thereof shall be interred, or shall be cremated and the ashes interred, in some suitable place at the expense of the parties in whose keeping the corpse was placed.
Ohio Rev. Code § 1711.15 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.15
§ 1711.15. County aid to county agricultural society
Status: in_force

March 27, 2020 House Bill 197 - 133rd General Assembly In any county in which there is a duly organized county agricultural society, the board of county commissioners or the county agricultural society itself may purchase or lease, for a term of not less than twenty years, real estate on which to hold fairs under the management and control of the county agricultural society, and may erect suitable buildings on the real estate and otherwise improve it. In counties in which there is a county agricultural society that has purchased, or leased for a term of not less than twenty years, real estate as a site on which to hold fairs, or if the title to the site is vested in fee in the county, the board of county commissioners may erect or repair buildings or otherwise improve the site and pay the rental of it, or contribute to or pay any other form of indebtedness of the society, if the director of agriculture has certified to the board that the county agricultural society is complying with all laws and rules governing the operation of county agricultural societies. The board may appropriate from the county's general fund or permanent improvement fund, and may appropriate revenue from a tax levied under division (T) of section 5739.09 of the Revised Code, any amount that it considers necessary for any of those purposes, provided that an appropriation of revenue from that tax may be expended only for the purposes provided in the resolution levying that tax.
Ohio Rev. Code § 1746.99 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.99
§ 1746.99. Penalty
Status: in_force

March 18, 1983 Senate Bill 435 - 114th General Assembly Whoever violates section 1746.20 of the Revised Code shall be fined not more than ten thousand dollars. Disclaimer Contact About
Ohio Rev. Code § 1702.341 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.341
§ 1702.341. Officers - fiduciary duties
Status: in_force

October 24, 2024 House Bill 301 - 135th General Assembly (A) Unless the articles, the regulations, or a written agreement with an officer establishes additional fiduciary duties, the only fiduciary duties of an officer are the duties to the corporation set forth in division (B) of this section. (B) An officer shall perform the officer's duties to the corporation in good faith, in a manner the officer reasonably believes to be in or not opposed to the best interests of the corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing an officer's duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by any of the following: (1) One or more directors, officers, or employees of the corporation who the officer reasonably believes are reliable and competent in the matters prepared or presented; (2) Counsel, public accountants, or other persons as to matters that the officer reasonably believes are within the person's professional or expert competence. (C) For purposes of this section, both of the following apply: (1) In any action brought against an officer, the officer shall not be found to have violated the officer's duties under division (B) of this section unless it is proved by clear and convincing evidence that the officer has not acted in good faith, in a manner the officer reasonably believes to be in or not opposed to the best interests of the corporation, or with the care that an ordinarily prudent person in a like position would use under similar circumstances. (2) An officer shall not be considered to be acting in good faith if the officer has knowledge concerning the matter in question that would cause reliance on information, opinions, reports, or statements that are prepared or presented by any of the persons described in division (B)(1) or (2) of this section to be unwarranted. (D) An officer shall be liable in damages for a violation of the officer's duties under division (B) of this section only if it is proved by clear and convincing evidence in a court of competent jurisdiction that the officer's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with reckless disregard for the best interests of the corporation. This division does not apply if, and only to the extent that, at the time of an officer's act or omission that is the subject of the complaint, either of the following is true: (1) The articles or the regulations of the corporation state by specific reference to division (D) of this section that the provisions of division (D) of this section do not apply to the corporation. (2) A written agreement between the officer and the corporation states by specific reference to division (D) of this section that the provisions of division (D) of this section do not apply to the officer. (E) Nothing in this section affects the duties of an officer who acts in any capacity other than the officer's capacity as an officer. Nothing in this section affects any contractual obligations of an officer to the corporation. Last updated September 25, 2024 at 3:21 PM
Ohio Rev. Code § 1733.441 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.441
§ 1733.441. False advertising
Status: in_force

March 20, 2019 House Bill 489 - 132nd General Assembly (A) Absent the express written permission of the credit union, no person shall use the name of a credit union in an advertisement, solicitation, promotional, or other material in a way that may mislead another person, or cause another person to be misled, into believing that the person issuing the advertisement, solicitation, promotional, or other material is associated or affiliated with the credit union. (B)(1) Whoever violates division (A) of this section shall be subject to a civil penalty of up to ten thousand dollars for each day the violation is committed, repeated, or continued. (2) A credit union injured by a violation of division (A) of this section may bring an action in law or equity for recovery of damages, a temporary restraining order, an injunction, or any other available remedy.
Ohio Rev. Code § 1729.19 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.19
§ 1729.19. Action authorized or taken without meeting
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly (A) Unless prohibited in an association's articles of incorporation or bylaws, any action that may be authorized or taken at a meeting of the members, affected stockholders, the board, or any committee of the board, may be authorized or taken without a meeting, with the affirmative vote or approval of the following: (1) In the case of members or affected stockholders, sixty per cent of the votes of the members or affected stockholders who would be entitled to vote on the action at a meeting for such purpose; (2) In the case of the board of directors or a committee of the board, all of the directors on the board or all of the committee members on the committee in a writing or writings signed by each of the directors or committee members. (B) A record of action described in division (A) of this section without a meeting shall be included in the records of the association in the same manner as minutes of meetings of the association's members, affected stockholders, board, or committee of the board. (C) Any certificate with respect to the authorization or taking of any action without a meeting that is required to be filed in the office of the secretary of state shall state that the authorization or taking of such action was approved and signed as provided in this section.
Ohio Rev. Code § 1713.55 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.55
§ 1713.55. Meningitis and hepatitis B vaccination
Status: in_force

July 14, 2004 House Bill 142 - 125th General Assembly (A) As used in this section: (1) "Nonprofit institution of higher education" or "institution" means a nonprofit college, university, or other institution that offers instruction in the arts and sciences, business administration, engineering, philosophy, literature, fine arts, law, medicine, nursing, social work, theology, and other recognized academic and professional fields of study, and awards degrees for fulfilling requirements of academic work beyond high school. (2) "On-campus student housing" means a dormitory or other student residence that is owned or operated by or located on the campus of a nonprofit institution of higher education. (3) "Parent" means either parent, except that if one parent has sole custody, "parent" means the parent with custody. "Parent" also includes a guardian or, in the absence of a parent or guardian, another person who has accepted responsibility for the care of the student. (B) Beginning with the academic year that commences on or after July 1, 2005, a nonprofit institution of higher education shall not permit a student to reside in on-campus student housing unless the student, or, if the student is younger than eighteen years of age, the student's parent, discloses to the institution whether the student has been vaccinated against meningococcal meningitis and hepatitis B by submitting to the institution the meningitis and hepatitis B vaccination status statement described in division (B) of section 3701.133 of the Revised Code or a meningitis status statement form provided by the institution that meets the requirements of division (B) of section 3701.133 of the Revised Code. The statement may be submitted in written form or, if the institution has a secure web site, in electronic form. (C) On receipt of an application for residence in on-campus student housing, a nonprofit institution of higher education shall do both of the following: (1) Inform the student of the disclosure requirement; (2) Provide the student in either written or, if the school has a secure web site, electronic form the meningitis and hepatitis B vaccination status statement described in division (B) of section 3701.133 of the Revised Code or a meningitis status statement form provided by the institution that meets the requirements of division (B) of section 3701.133 of the Revised Code. (D) This section does not require an institution to provide or pay for a meningococcal meningitis or hepatitis B vaccination for any student.
Ohio Rev. Code § 1729.26 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.26
§ 1729.26. Officers
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly (A) The officers of an association shall consist of a president, a secretary, a treasurer, and, if desired, a chairperson and one or more vice chairpersons of the board, one or more vice-presidents, and other officers and assistant officers as necessary. The officers shall be elected by the board. The chairperson and any vice chairperson of the board shall be a director. Unless the association's articles of incorporation or bylaws provide otherwise, none of the other officers need be a director. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required by law or by the articles or bylaws to be executed, acknowledged, or verified by two or more officers. Unless the articles or the bylaws provide otherwise, all officers shall be elected annually. (B) All officers have the authority to perform, and shall perform, the duties as the bylaws provide, or as the board may determine in accordance with the bylaws.
Ohio Rev. Code § 1717.061 — Ohio Revised Code / Title 17 / Chapter 1717 / § 1717.061
§ 1717.061. Qualifications for appointment as qualified humane society agent
Status: in_force

March 31, 2021 House Bill 24 - 133rd General Assembly In order to qualify for appointment as a humane society agent under section 1717.06 of the Revised Code, an individual shall do both of the following: (A) Successfully complete a minimum of twenty hours of training on issues relating to the investigation and prosecution of cruelty to and neglect of animals. The training shall comply with rules recommended by the peace officer training commission under section 109.73 of the Revised Code and shall include, without limitation, instruction regarding animal husbandry practices as described in division (A)(12) of that section. (B) Present proof of successful completion of training, that has been signed by the chief executive officer of the organization or entity that provided the training, or the officer's designee, to the current active approving authority for approval.
Ohio Rev. Code § 1776.47 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.47
§ 1776.47. Partner not co-owner of partnership property
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.
Ohio Rev. Code § 1701.55 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.55
§ 1701.55. Election of directors - cumulative voting
Status: in_force

September 30, 2008 House Bill 374 - 127th General Assembly (A) At a meeting of shareholders at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors. (B) Unless the articles set forth alternative election standards, at all elections of directors, the candidates receiving the greatest number of votes shall be elected. (C) Unless the articles provide that no shareholder of a corporation may cumulate the shareholder's voting power, each shareholder has the right to vote cumulatively if notice in writing is given by any shareholder to the president, a vice-president, or the secretary of a corporation, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of the meeting has been given at least ten days before the meeting, and, if the ten days' notice has not been given, not less than twenty-four hours before the meeting time, that the shareholder desires that the voting at such election shall be cumulative, provided that an announcement of the giving of that notice is made upon the convening of the meeting by the chairperson or secretary or by or on behalf of the shareholder giving the notice. (D) Unless the articles provide that no shareholder of a corporation may cumulate the shareholder's voting power, each shareholder has the right, subject to the notice requirements contained in division (C) of this section, to cumulate the voting power the shareholder possesses and to give one candidate as many votes as the number of directors to be elected multiplied by the number of the shareholder's votes equals, or to distribute the shareholder's votes on the same principle among two or more candidates, as the shareholder sees fit.