Ohio Rev. Code § 1721.071 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.071
§ 1721.071. Rules governing product of fetal death
Status: in_force

September 12, 2008 Senate Bill 175 - 127th General Assembly (A) As used in this section and section 1721.072 of the Revised Code, "fetal death" has the same meaning as in section 3705.01 of the Revised Code. (B) A cemetery company or association may prescribe rules for the burial, re-interment, or disinterment of the product of a fetal death. (C) With regard to the product of a fetal death, on the request of the mother and in compliance with cemetery company or association rules, a cemetery company or association shall inter the product of the fetal death in accordance with one of the following: (1) In a single grave within the cemetery that contains, or will contain, the remains of a parent, sibling, or grandparent; (2) In another location of the cemetery, including a separate burial ground for infants, on a temporary or permanent basis.
Ohio Rev. Code § 1739.12 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.12
§ 1739.12. Excess loss funding program
Status: in_force

September 29, 2015 House Bill 64 - 131st General Assembly (A) The excess loss funding program of a multiple employer welfare arrangement operating a group self-insurance program shall be filed with the superintendent of insurance. (B) As a condition to the issuance and maintenance of a certificate of authority, a multiple employer welfare arrangement operating a group self-insurance program shall purchase individual stop-loss insurance from insurers authorized to transact business in this state with a deductible retention of no more than five per cent of the arrangement's annual aggregate premium up to one million dollars and no more than two and one-half per cent of the arrangement's annual aggregate premium above that amount. The arrangement also shall purchase, as a condition to the issuance and maintenance of a certificate of authority, aggregate stop-loss insurance from insurers authorized to transact business in this state with a deductible retention of no more than one hundred twenty-five per cent of its projected claims for the succeeding fiscal year. (C) Any excess or stop-loss insurance policy purchased by a multiple employer welfare arrangement shall provide that the superintendent must be notified by the arrangement of the cancellation of the policy for any reason, including the failure of the arrangement to pay any applicable premium. (D) No excess or stop-loss insurance policy purchased by a multiple employer welfare arrangement shall do any of the following on the basis of actual or expected claims for an individual or an individual's given diagnosis: (1) Assign a different attachment point for that individual; (2) Assign a deductible to that individual that must be met before excess or stop-loss insurance applies; (3) Deny excess or stop-loss insurance coverage to that individual.
Ohio Rev. Code § 1713.06 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.06
§ 1713.06. Corporation may be restrained from exercise of its franchise
Status: in_force

September 29, 2015 House Bill 64 - 131st General Assembly If any institution, school, or person confers degrees, diplomas, or other written evidences of proficiency or achievement or offers or intends to offer a course or courses in this state applicable to requirements for a diploma or degree without the certificate of authorization required by section 1713.02 of the Revised Code, the chancellor of higher education may, through the office of the attorney general, apply to the court of common pleas in the county in which such institution, school, or person is operating to restrain such institution, school, or person from the exercise of its franchise, if the institution, school, or person is a corporation, from the awarding of the degrees or diplomas the institution, school, or person is not authorized to award, and from offering any course or courses or enrolling any student in any course or courses it is not authorized to conduct. The chancellor may, through the office of the attorney general, petition the court of common pleas in the county in which the institution, school, or person is operating for an order enjoining the awarding of diplomas or degrees, the offering of courses, and the enrolling of students. The court may grant such injunctive relief upon a showing that the institution, school, or person named in the petition is awarding degrees or diplomas, offering courses applicable to requirements for such degrees or diplomas, or enrolling students in such courses to be offered in the state without receiving the appropriate certificate of authorization issued by the chancellor.
Ohio Rev. Code § 1751.69 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.69
§ 1751.69. Cancer chemotherapy; coverage for orally and intravenously administered treatments
Status: in_force

March 23, 2015 House Bill 201 - 130th General Assembly (A) As used in this section, "cost sharing" means the cost to an individual insured under an individual or group health insuring corporation policy, contract, or agreement according to any coverage limit, copayment, coinsurance, deductible, or other out-of-pocket expense requirements imposed by the policy, contract, or agreement. (B) Notwithstanding section 3901.71 of the Revised Code and subject to division (D) of this section, no individual or group health insuring corporation policy, contract, or agreement providing basic health care services or prescription drug services that is delivered, issued for delivery, or renewed in this state, if the policy, contract, or agreement provides coverage for cancer chemotherapy treatment, shall fail to comply with either of the following: (1) The policy, contract, or agreement shall not provide coverage or impose cost sharing for a prescribed, orally administered cancer medication on a less favorable basis than the coverage it provides or cost sharing it imposes for intraveneously administered or injected cancer medications. (2) The policy, contract, or agreement shall not comply with division (B)(1) of this section by imposing an increase in cost sharing solely for orally administered, intravenously administered, or injected cancer medications. (C) Notwithstanding any provision of this section to the contrary, an individual or group health insuring corporation policy, contract, or agreement shall be deemed to be in compliance with this section if the cost sharing imposed under such a policy, contract, or agreement for orally administered cancer treatments does not exceed one hundred dollars per prescription fill. The costsharing limit of one hundred dollars per prescription fill shall apply to a high deductible plan, as defined in 26 U.S.C. 223, or a catastrophic plan, as defined in 42 U.S.C. 18022, only after the deductible has been met. (D) The prohibitions in division (B) of this section do not preclude an individual or group health insuring corporation policy, contract, or agreement from requiring an enrollee to obtain prior authorization before orally administered cancer medication is dispensed to the enrollee. (E) A health insuring corporation that offers coverage for basic health care services is not required to comply with division (B) of this section if all of the following apply: (1) The health insuring corporation submits documentation certified by an independent member of the American academy of actuaries to the superintendent of insurance showing that compliance with division (B)(1) of this section for a period of at least six months independently caused the health insuring corporation's costs for claims and administrative expenses for the coverage of basic health care services to increase by more than one per cent per year. (2) The health insuring corporation submits a signed letter from an independent member of the American academy of actuaries to the superintendent of insurance opining that the increase in costs described in division (E)(1) of this section could reasonably justify an increase of more than one per cent in the annual premiums or rates charged by the health insuring corporation for the coverage of basic health care services. (3)(a) The superintendent of insurance makes the following determinations from the documentation and opinion submitted pursuant to divisions (E)(1) and (2) of this section: (i) Compliance with division (B)(1) of this section for a period of at least six months independently caused the health insuring corporation's costs for claims and administrative expenses for the coverage of basic health care services to increase more than one per cent per year. (ii) The increase in costs reasonably justifies an increase of more than one per cent in the annual premiums or rates charged by the health insuring corporation for the coverage of basic health care services. (b) Any determination made by the superintendent under division (E)(3) of this section is subject to Chapter 119. of the Revised Code.
Ohio Rev. Code § 1782.435 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.435
§ 1782.435. Dissenting partners
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) Unless otherwise provided in writing in the partnership agreement of a constituent domestic limited partnership, the following are entitled to relief as dissenting partners as provided in section 1782.436 of the Revised Code: (1) Partners of a domestic limited partnership that is being merged or consolidated into a surviving or new entity, domestic or foreign, pursuant to section 1782.431 or 1782.432 of the Revised Code; (2) In the case of a merger into a domestic limited partnership, partners of the surviving domestic limited partnership who under section 1782.431 of the Revised Code are entitled to vote or act on the adoption of an agreement or merger, but only as to the interests so entitling them to vote or act; (3) Partners of a domestic limited partnership that is being converted into a converted entity pursuant to section 1782.439 of the Revised Code. (B) Unless otherwise expressly agreed to in writing, a general partner of any constituent partnership shall be liable to the partners of the constituent partnership for any amount payable to them pursuant to section 1782.436 of the Revised Code as if the amount payable were an existing liability of the constituent partnership at the time of the merger or consolidation.
Ohio Rev. Code § 1776.41 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.41
§ 1776.41. Partner's rights and duties
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) Each partner is deemed to have an account to which both of the following apply: (1) The account is credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; (2) The account is charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partnership distributes to the partner and the partner's share of the partnership losses. (B) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits. (C) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities the partner incurs in the ordinary course of the business of the partnership or for the preservation of its business or property. (D) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. (E) A payment or advance made by a partner that gives rise to a partnership obligation under division (C) or (D) of this section constitutes a loan to the partnership that accrues interest from the date of the payment or advance. (F) Each partner has equal rights in the management and conduct of the partnership business. (G) A partner may use or possess partnership property only on behalf of the partnership. (H) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership. (I) A person may become a partner only with the consent of all of the partners. (J) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners. (K) This section does not affect the obligations of a partnership to other persons under section 1776.31 of the Revised Code.
Ohio Rev. Code § 1701.831 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.831
§ 1701.831. Control share acquisitions procedures
Status: in_force

March 24, 2021 House Bill 301 - 126th General Assembly (A) 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 of the issuing public corporation provide that this section does not apply to control share acquisitions of shares of such corporation, any control share acquisition of an issuing public corporation shall be made only with the prior authorization of the shareholders of such corporation in accordance with this section. (B) Any person who proposes to make a control share acquisition shall deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal executive offices. Such acquiring person statement shall set forth all of the following: (1) The identity of the acquiring person; (2) A statement that the acquiring person statement is given pursuant to this section; (3) The number of shares of the issuing public corporation owned, directly or indirectly, by the acquiring person; (4) The range of voting power, described in division (Z)(1)(a), (b), or (c) of section 1701.01 of the Revised Code, under which the proposed control share acquisition would, if consummated, fall; (5) A description in reasonable detail of the terms of the proposed control share acquisition; (6) Representations of the acquiring person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition. (C)(1) Within ten days after receipt of an acquiring person statement that complies with division (B) of this section, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation for the purpose of voting on the proposed control share acquisition. Subject to division (C)(2) of this section, unless the acquiring person and the issuing public corporation agree in writing to another date, such special meeting of shareholders shall be held within fifty days after receipt by the issuing public corporation of the acquiring person statement. If the acquiring person so requests in writing at the time of delivery of the acquiring person statement, such special meetings shall be held no sooner than thirty days after receipt by the issuing public corporation of the acquiring person statement. Subject to division (C)(2) of this section, such special meeting of shareholders shall be held no later than any other special meeting of shareholders that is called, after receipt by the issuing public corporation of the acquiring person statement, in compliance with this section or section 1701.76 , 1701.78 , 1701.781 , 1701.79 , 1701.791 , 1701.801 , or 1701.83 of the Revised Code. (2) If, in connection with a proposed control share acquisition, the acquiring person changes the percentage of the class of shares being sought, the consideration offered, or the security dealer's soliciting fee; extends the expiration date of a tender offer for the shares being sought; or otherwise changes the terms of the proposed control share acquisition, then the directors of the issuing public corporation may reschedule the special meeting of shareholders required by division (C)(1) of this section. If the proposed control share acquisition is to be made pursuant to a tender offer, then the meeting may be rescheduled to a date that is not later than the expiration date of the offer. If the proposed control share acquisition is to be made other than pursuant to a tender offer, the meeting may be rescheduled to a date that is not later than ten business days after notice of the change is first given to the shareholders. (D) Notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for such meeting, whether or not entitled to vote at the meeting. The notice shall include or be accompanied by both of the following: (1) A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this section; (2) A statement by the issuing public corporation, authorized by its directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control share acquisition. (E) The acquiring person may make the proposed control share acquisition if both of the following occur: (1) The shareholders of the issuing public corporation who hold shares as of the record date of such corporation entitling them to vote in the election of directors authorize the acquisition at the special meeting held for that purpose at which a quorum is present by an affirmative vote of a majority of the voting power of such corporation in the election of directors represented at the meeting in person or by proxy, and a majority of the portion of the voting power excluding the voting power of interested shares represented at the meeting in person or by proxy. A quorum shall be deemed to be present at the special meeting if at least a majority of the voting power of the issuing public corporation in the election of directors is represented at the meeting in person or by proxy. (2) The acquisition is consummated, in accordance with the terms so authorized, no later than three hundred sixty days following shareholder authorization of the control share acquisition. (F) Except as expressly provided in this section, nothing in this section shall be construed to affect or impair any right, remedy, obligation, duty, power, or authority of any acquiring person, any issuing public corporation, the directors of any acquiring person or issuing public corporation, or any other person under the laws of this or any other state or of the United States. (G) If any application of any provision of this section is for any reason held to be illegal or invalid, the illegality or invalidity shall not affect any legal and valid provision or application of this section, and the parts and applications of this section are severable.
Ohio Rev. Code § 1706.721 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.721
§ 1706.721. Conversion approval, amendment, or abandonment
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A declaration of conversion must be consented to by all the members of a converting limited liability company. (B) After a conversion is approved, and at any time before the certificate of conversion is delivered to the secretary of state for filing under section 1706.722 of the Revised Code, a converting limited liability company may amend the declaration or abandon the conversion: (1) As provided in the declaration; or (2) Except as otherwise prohibited in the declaration, by the same consent as was required to approve the declaration.
Ohio Rev. Code § 1745.20 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.20
§ 1745.20. Membership
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) An unincorporated nonprofit association shall maintain a record of its members containing the name and address of each member and, if members are classified, the class to which the member belongs. (B) A member of an unincorporated nonprofit association may be suspended, dismissed, or expelled as provided in division (A) of section 1745.29 of the Revised Code or may resign as provided in division (A) of section 1745.30 of the Revised Code. Upon the suspension or termination of membership, that fact and the date of the suspension or termination shall be recorded in the association's membership records. (C) Unless the governing principles provide otherwise, all rights and privileges of a member in an unincorporated nonprofit association and its property shall cease on termination of membership. (D) Whenever the number of members of an unincorporated nonprofit association that, under the law or its governing principles, must have a specified number of members is reduced below the specified number, the unincorporated nonprofit association shall not be required because of that reduction to cease carrying on its activities, but the continuing members may fill all vacancies. (E) Unless otherwise provided in the governing principles of an unincorporated nonprofit association, all members have the same membership rights and privileges. (F) All members of an unincorporated nonprofit association shall exercise their membership rights and privileges consistent with the obligation of good faith and fair dealing.
Ohio Rev. Code § 1706.768 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.768
§ 1706.768. Separate asset series-events causing series dissolution
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the following: (A) The dissolution of the limited liability company under section 1706.47 of the Revised Code; (B) An event or circumstance that the operating agreement states causes dissolution of the series; (C) The consent of all of the members associated with the series; (D) The passage of ninety days after the occurrence of the dissociation of the last remaining member associated with the series; (E) On application by a member associated with the series, the entry by the appropriate court of an order dissolving the series on the grounds that it is not reasonably practicable to carry on the series' activities in conformity with the operating agreement.
Ohio Rev. Code § 1715.39 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.39
§ 1715.39. Sale or encumbrance of real estate by a religious or charitable organization
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly When a charitable or religious society or association desires to sell, lease, exchange, or encumber by mortgage or otherwise any real estate owned by it, held in trust by it for a specified religious or charitable purpose, or held for its use or benefit by trustees chosen by it or otherwise constituted, for any such purpose, except grounds used as burial places for the dead, then the trustees, wardens, and vestry, or other officers entrusted with the management of the affairs of such society or association or holding the title to such property, or such society or association itself if it is incorporated in this state, may file, in the court of common pleas of the county in which the real estate is situated, a petition stating how and by whom the title to such real estate is held, the desire of such society or association to make the sale, lease, exchange, or encumbrance, and the object thereof. If upon the hearing of the case it appears that such sale, exchange, lease, or encumbrance is desired by the members of the society or association and that it is proper that authority should be given to accomplish it, the court may authorize the trustees or other officers of the society or association, or, if it is incorporated, the society or association itself, to sell, lease, exchange, or encumber such real estate in accordance with the prayer of the petition and upon such terms as the court deems reasonable. In case the title to the property is held for the use or benefit of such society or association by trustees, all or a majority of whom are not chosen by such society or association, and who refuse upon request of such society or association, or of its trustees, wardens, and vestry or other officers, to file such petition, then, upon the petition of the society or association or of its trustees or other officers, such court may require the trustees holding the title to lease, convey, or encumber the real estate in accordance with the prayer of the petition and upon terms it deems reasonable. All trustees holding title and refusing to file or join in the petition must be made defendants therein and must be served with summons as in a civil action. The petitioner shall cause notice of the pendency and prayer of the petition to be published, in some newspaper of general circulation in the county where the real estate proposed to be sold, leased, exchanged, or encumbered is situated, for four consecutive weeks before the application is heard.
Ohio Rev. Code § 1776.82 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.82
§ 1776.82. Name of limited liability partnership
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) The name of a limited liability partnership shall contain "registered limited liability partnership," "registered partnership having limited liability," "limited liability partnership," "R.L.L.P.," "P.L.L.," "L.L.P.," "RLLP," "PLL," or "LLP." (B) The name of a domestic registered limited liability partnership or foreign limited liability partnership shall be distinguishable upon the records in the office of the secretary of state from all of the following: (1) The name of any other limited liability partnership registered in the office of the secretary of state pursuant to this chapter or Chapter 1775. of the Revised Code, whether domestic or foreign; (2) The name of any domestic corporation that is formed under Chapter 1701. or 1702. of the Revised Code or any foreign corporation that is registered pursuant to Chapter 1703. of the Revised Code; (3) 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; (4) 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; (5) 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. Last updated September 10, 2021 at 10:27 AM
Ohio Rev. Code § 1753.13 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.13
§ 1753.13. Obtaining covered obstetric and gynecological services without referral
Status: in_force

October 14, 1999 House Bill 4 - 123rd General Assembly Every individual or group health insuring corporation policy, contract, or agreement that provides basic health care services but does not allow direct access to obstetricians or gynecologists shall permit a female enrollee to obtain covered obstetric and gynecological services from a participating obstetrician or gynecologist without obtaining a referral from the enrollee's primary care provider. No individual or group health insuring corporation policy, contract, or agreement may limit the number of allowable visits to a participating obstetrician or gynecologist. A health insuring corporation may require a participating obstetrician or gynecologist to comply with the health insuring corporation's coverage protocols and procedures, including utilization review, for obstetric and gynecological services. A health insuring corporation policy, contract, or agreement may not impose additional copayments for directly accessed obstetric and gynecological services, unless the policy, contract, or agreement imposes additional copayments for direct access to any participating provider other than a primary care provider.
Ohio Rev. Code § 1701.781 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.781
§ 1701.781. Merger or consolidation into domestic corporation - noncorporate entities
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly (A) If the constituent entities in a merger or consolidation include entities that are not corporations, section 1701.78 of the Revised Code does not apply. If the constituent entities in a merger or consolidation include entities that are not corporations, the constituent entities may be merged into a domestic surviving corporation or may be consolidated into a new domestic corporation pursuant to an agreement of merger or consolidation as provided in this section. If any constituent entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, the merger or consolidation also must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (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 entities will be merged into a specified domestic surviving corporation or, in the case of a consolidation, that the constituent entities will be consolidated into a new domestic corporation. The name of the surviving or new corporation may be the same as or similar to that of any constituent corporation or constituent limited liability company. (3) All statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists; (4) In the case of a consolidation, the articles of the new corporation, or a provision that the articles of a specified domestic constituent corporation, with any amendments that are set forth in the agreement, shall be the articles of the new corporation; (5) 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 domestic corporation may be served; (6) The terms of the merger or consolidation, the mode of carrying them into effect, and the manner and basis of converting the shares or interests of the constituent entities into, or substituting the shares or interests of the constituent entities for, shares, interests, evidences of indebtedness, other securities, cash, rights, or any other property or any combination of shares, interests, evidences of indebtedness, securities, cash, rights, or any other property of the surviving corporation, of the new corporation, or of any other entity, including the parent of any constituent entity, or any other person. No conversion or substitution shall be effected if there are reasonable grounds to believe that the surviving or new corporation would be rendered insolvent by the conversion or substitution. (C) The agreement of merger or consolidation also may set forth any of the following: (1) The effective date of the merger or consolidation, which date may be on or after the date of the filing of the certificate; (2) A provision authorizing one or more of the constituent entities to abandon the proposed merger or consolidation prior to filing the certificate of merger or consolidation pursuant to section 1701.81 of the Revised Code by action of the directors of a constituent corporation, action of the general partners of a constituent partnership, or action of the comparable representatives of any other constituent entity; (3) In the case of a merger, any amendments to the articles of the surviving corporation, or a provision that the articles of a specified domestic constituent corporation other than the surviving corporation, with any amendments that are set forth in the agreement of merger, shall be the articles of the surviving corporation; (4) A statement of, or a statement of the method of determining, the fair value of the assets to be owned by the surviving or new corporation; (5) The regulations of the surviving or new corporation, or a provision that the regulations of a specified domestic constituent corporation with any amendments that are set forth in the agreement shall be the regulations of the surviving or new corporation; (6) In the case of a consolidation, either the identity of the initial directors of the new corporation, or a provision stating that all of the directors of one or more specified constituent corporations shall constitute the initial directors of the new corporation, and, in the case of a merger, any changes in the directors of the surviving corporation; (7) The parties to the agreement in addition to the constituent entities; (8) The stated capital, if any, of each class of shares of the surviving or new corporation to be outstanding at the time the merger or consolidation becomes effective; (9) Any additional provision necessary or desirable with respect to the proposed merger or consolidation. (D) To effect the merger or consolidation, the agreement of merger or consolidation shall be approved by the directors of each domestic constituent corporation, adopted by the shareholders of each domestic constituent corporation, other than the surviving corporation in the case of a merger, at a meeting of the shareholders of each corporation held for the purpose, and approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. In the case of a merger, the agreement also shall be adopted by the shareholders of the surviving corporation at a meeting held for the purpose, if one or more of the following conditions exist: (1) The articles or regulations of the surviving corporation then in effect require that the agreement be adopted by the shareholders or by the holders of a particular class of shares of that corporation; (2) The agreement conflicts with the articles or regulations of the surviving corporation then in effect, or changes the articles or regulations, or authorizes any action that, if it were being made or authorized apart from the merger, would otherwise require adoption by the shareholders or by the holders of a particular class of shares of that corporation; (3) The merger involves the issuance or transfer by the surviving corporation to the shareholders of the other constituent corporation or corporations of the numbers of shares of the surviving corporation that will entitle the holders of the shares immediately after the consummation of the merger to exercise one-sixth or more of the voting power of that corporation in the election of directors; (4) The agreement of merger makes a change in the directors of the surviving corporation that would otherwise require action by the shareholders or by the holders of a particular class of shares of that corporation. (E) Notice of each meeting of shareholders of a domestic constituent corporation at which an agreement of merger or consolidation is to be submitted shall be given to all shareholders of that corporation, whether or not they are entitled to vote, and shall be accompanied by a copy or a summary of the material provisions of the agreement. (F) The vote required to adopt an agreement of merger or consolidation under this section at a meeting of the shareholders of a domestic constituent corporation is the affirmative vote of the holders of shares of that corporation entitling them to exercise at least two-thirds of the voting power of the corporation on the proposal or the different proportion that the articles may provide, but not less than a majority, and such affirmative vote of the holders of shares of any particular class as is required by the articles of that corporation. If the agreement would have an effect that, if accomplished through an amendment to the articles, would entitle the holders of shares of any particular class of a domestic constituent corporation to vote as a class on the adoption of the amendment as provided in division (B) of section 1701.71 of the Revised Code, the agreement also must be adopted by the affirmative vote of the holders of at least two-thirds of the shares of that class, or the different proportion that the articles may provide, but not less than a majority. However, if the agreement would have an effect that, if accomplished through an amendment to the articles, would entitle the holders of shares of any particular class of a domestic corporation to vote as a class on the adoption of the amendment pursuant to division (B)(2) or (4) of section 1701.71 of the Revised Code solely because those shares are to be converted into or substituted for the same number of shares of a class of a different corporation that have express terms identical in all material respects to those of the class of shares so converted or substituted, the agreement is not required to be adopted by the affirmative vote of the holders of shares of that particular class voting as a class. If the agreement would authorize any particular corporate action that under any applicable provision of law or the articles could be authorized only by or pursuant to a specified vote of shareholders, the agreement also must be adopted by the same affirmative vote as would be required for that action. (G) At any time before the filing of the certificate of merger or consolidation under section 1701.81 of the Revised Code, the merger or consolidation may be abandoned by the directors of any constituent corporation, the general partners of any constituent partnership, or the comparable representatives of any other constituent entity if the directors, general partners, or other representatives are authorized to do so by the agreement of merger or consolidation or by the same vote of shareholders, partners, or others as is required under division (F) of this section to adopt the agreement. The agreement of merger or consolidation may contain a provision authorizing the directors of any constituent corporation, the general partners of any constituent partnership, or the comparable representatives of any other constituent entity to amend the agreement at any time before the filing of the certificate of merger or consolidation, except that, after the adoption of the agreement by the shareholders of any domestic constituent corporation, the directors shall not be authorized to amend the agreement to do any of the following: (1) Alter or change the amount or kind of shares, interests, evidences of indebtedness, other securities, cash, rights, or any other property to be received by the shareholders of the domestic constituent corporation in conversion of, or in substitution for, their shares; (2) Alter or change any term of the articles of the surviving or new domestic corporation, except for alterations or changes that could otherwise be adopted by the directors of the surviving or new domestic corporation; (3) 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 holders of any class or series of shares of the domestic constituent corporation. (H) If division (D) of this section does not require adoption of the agreement of merger by the shareholders of the surviving corporation, the approval of the agreement by the directors of that corporation constitutes adoption by that corporation.
Ohio Rev. Code § 1776.57 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.57
§ 1776.57. Statement of dissociation
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (B) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of divisions (D) and (E) of section 1776.33 of the Revised Code. (C) For the purposes of division (A)(3) of section 1776.55 and division (B)(3) of section 1776.56 of the Revised Code, a person not a partner is deemed to have notice of a dissociation ninety days after a statement of dissociation is filed.
Ohio Rev. Code § 1707.058 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.058
§ 1707.058. Issuers-disqualification from registration exemption
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly (A) As used in this section, "affiliated party" means any of the following: (1) Any predecessor to the issuer; (2) Any affiliated issuer; (3) Any director, executive officer, other officer participating in the offering, general partner, or managing member of the issuer; (4) Any beneficial owner of twenty per cent or more of the issuer's outstanding voting equity securities, calculated on the basis of voting power; (5) Any promoter connected with the issuer in any capacity at the time of the sale; (6) Any investment manager of an issuer that is a pooled investment fund; (7) Any general partner or managing member of any investment manager participating in the offering; (8) Any director, executive officer, or other officer participating in the offering of any investment manager or general partner or managing member of the investment manager participating in the offering. (B) The exemption from registration provided under section 1707.051 of the Revised Code is not available with respect to an offer, sale, and issuance of securities if the issuer of the securities or any affiliated party: (1) Has been convicted, within ten years before the offering of any felony or misdemeanor: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the securities and exchange commission or a state securities commissioner; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities. (2) Is subject to any order, judgment, or decree of any court of competent jurisdiction, entered within five years before the sale, that, at the time of the sale, restrains or enjoins the person from engaging or continuing to engage in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the securities and exchange commission or a state securities commissioner; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities. (3) Is subject to a final order of the securities and exchange commission; a state securities commission or an agency or officer of a state performing like functions; a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission or an agency or officer of a state performing like functions; an appropriate federal banking agency; the United States commodity futures trading commission; or the national credit union administration that: (a) At the time of the offering, bars the person from associating with an entity regulated by the commission, authority, agency, or officer; engaging in the business of securities, insurance, or banking; or engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within ten years before the offering. (4) Is subject to an order of the securities and exchange commission entered pursuant to 15 U.S.C. 78o(b), 78o-4(c), 80b-3(e), or 80b-3(f), or an order of a state securities commission or an agency or officer of a state performing like functions, that, at the time of the offering, does any of the following: (a) Suspends or revokes the person's license or registration as a broker, dealer, municipal securities dealer, or investment adviser; (b) Places limitations on the activities, functions, or operations of the person; (c) Bars the person from being associated with any entity or from participating in the offering of any penny stock. (5) Is subject to any order of the securities exchange commission, or an order of a state securities commission or an agency or officer of a state performing like functions, entered within ten years before the sale, that, at the time of the sale, orders the person to cease and desist from committing or causing a violation or future violation of any of the following: (a) Any scienter-based antifraud provision of the federal securities laws, including, but not limited to, 15 U.S.C. 77q(a)(1), 78j(b), 78o(c)(1), and 80b-6(1), and 17 C.F.R. 240.10b-5 or any other regulation adopted thereunder; (b) 15 U.S.C. 77e, division (C)(1) of section 1707.44 of the Revised Code, or any state securities law that requires the registration of securities; (c) Any state securities law requiring state registration as a broker dealer, investment adviser, agent, salesperson, investment adviser, or OhioInvests portal; (d) Any state securities law involving fraudulent, manipulative, or deceptive conduct. (6) Is suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade; (7) Has filed as a registrant or issuer, or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the securities and exchange commission or a state securities commissioner that, within five years before the sale, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption; (8) Is, at the time of the sale, the subject of an investigation or proceeding to determine whether a stop order or a suspension order of the type described in division (B)(7) of this section should be issued; (9) Is subject to a United States postal service false representation order entered within five years before the offering; (10) Is, at the time of the offering, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States postal service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. (C) Division (B) of this section does not apply: (1) With respect to any conviction, order, judgment, decree, suspension, expulsion, or bar that occurred or was issued before the effective date of this section; (2) Upon a showing of good cause and without prejudice to any other action by the securities and exchange commission or a state securities commissioner, if the division determines that it is not necessary under the circumstance that an exemption be denied; (3) If, before the relevant offering, the court of regulatory authority that entered the relevant order, judgment, or decree advises in writing that the disqualification under division (B) of this section should not arise as a consequence of the order, judgment, or decree, whether the advice is contained in the relevant judgment, order, or decree or separately to the securities and exchange commission or a state securities commissioner or their staff; or (4) If the issuer establishes to the division that it did not know and, in the exercise of reasonable care, could not have known that a disqualification existed under division (B) of this section. (D) For purposes of division (B) of this section, events relating to any affiliated issuer that occurred before the affiliation arose will not be considered disqualifying if the affiliated entity is not either of the following: (1) In control of the issuer; (2) Under common control with the issuer by a third party that was in control of the affiliated entity at the time of the events.
Ohio Rev. Code § 1707.44 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.44
§ 1707.44. Prohibited acts
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly (A)(1) No person shall engage in any act or practice that violates division (A), (B), or (C) of section 1707.14 of the Revised Code, and no salesperson shall sell securities in this state without being licensed pursuant to section 1707.16 of the Revised Code. (2) No person shall engage in any act or practice that violates division (A) of section 1707.141 or section 1707.161 of the Revised Code. (3) No person shall engage in any act or practice that violates section 1707.162 of the Revised Code. (4) No person shall engage in any act or practice that violates section 1707.164 of the Revised Code. (5) No person shall knowingly engage in any act or practice that violates division (A) of section 1707.054 or section 1707.055 of the Revised Code. (B) No person shall knowingly make or cause to be made any false representation concerning a material and relevant fact, in any oral statement or in any prospectus, circular, description, application, or written statement, for any of the following purposes: (1) Registering securities or transactions, or exempting securities or transactions from registration, under this chapter; (2) Securing the qualification of any securities under this chapter; (3) Procuring the licensing of any dealer, salesperson, investment adviser, investment adviser representative, bureau of workers' compensation chief investment officer, state retirement system investment officer, or portal operator as defined in section 1707.05 of the Revised Code under this chapter; (4) Selling any securities in this state; (5) Advising for compensation, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities; (6) Submitting a notice filing to the division under division (X) of section 1707.03 or section 1707.092 or 1707.141 of the Revised Code. (C) No person shall knowingly sell, cause to be sold, offer for sale, or cause to be offered for sale, any security which comes under any of the following descriptions: (1) Is not exempt under section 1707.02 of the Revised Code, nor the subject matter of one of the transactions exempted in section 1707.03 , 1707.04 , or 1707.34 of the Revised Code, has not been registered by coordination or qualification, and is not the subject matter of a transaction that has been registered by description; (2) The prescribed fees for registering by description, by coordination, or by qualification have not been paid in respect to such security; (3) The person has been notified by the division, or has knowledge of the notice, that the right to buy, sell, or deal in such security has been suspended or revoked, or that the registration by description, by coordination, or by qualification under which it may be sold has been suspended or revoked; (4) The offer or sale is accompanied by a statement that the security offered or sold has been or is to be in any manner indorsed by the division. (D) No person who is an officer, director, or trustee of, or a dealer, or portal operator for, any issuer, and who knows such issuer to be insolvent in that the liabilities of the issuer exceed its assets, shall sell any securities of or for any such issuer, without disclosing the fact of the insolvency to the purchaser. (E) No person with intent to aid in the sale of any securities on behalf of the issuer, shall knowingly make any representation not authorized by such issuer or at material variance with statements and documents filed with the division by such issuer. (F) No person, with intent to deceive, shall sell, cause to be sold, offer for sale, or cause to be offered for sale, any securities of an insolvent issuer, with knowledge that such issuer is insolvent in that the liabilities of the issuer exceed its assets, taken at their fair market value. (G) No person in purchasing or selling securities shall knowingly engage in any act or practice that is, in this chapter, declared illegal, defined as fraudulent, or prohibited. (H) No licensed dealer shall refuse to buy from, sell to, or trade with any person because the person appears on a blacklist issued by, or is being boycotted by, any foreign corporate or governmental entity, nor sell any securities of or for any issuer who is known in relation to the issuance or sale of the securities to have engaged in such practices. (I) No dealer in securities, knowing that the dealer's liabilities exceed the reasonable value of the dealer's assets, shall accept money or securities, except in payment of or as security for an existing debt, from a customer who is ignorant of the dealer's insolvency, and thereby cause the customer to lose any part of the customer's securities or the value of those securities, by doing either of the following without the customer's consent: (1) Pledging, selling, or otherwise disposing of such securities, when the dealer has no lien on or any special property in such securities; (2) Pledging such securities for more than the amount due, or otherwise disposing of such securities for the dealer's own benefit, when the dealer has a lien or indebtedness on such securities. It is an affirmative defense to a charge under this division that, at the time the securities involved were pledged, sold, or disposed of, the dealer had in the dealer's possession or control, and available for delivery, securities of the same kinds and in amounts sufficient to satisfy all customers entitled to the securities, upon demand and tender of any amount due on the securities. (J) No person, with purpose to deceive, shall make, issue, publish, or cause to be made, issued, or published any statement or advertisement as to the value of securities, or as to alleged facts affecting the value of securities, or as to the financial condition of any issuer of securities, when the person knows that the statement or advertisement is false in any material respect. (K) No person, with purpose to deceive, shall make, record, or publish or cause to be made, recorded, or published, a report of any transaction in securities which is false in any material respect. (L) No dealer shall engage in any act that violates the provisions of section 15(c) or 15(g) of the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C.A. 78o(c) or (g), or any rule or regulation promulgated by the securities and exchange commission thereunder. (M)(1) No investment adviser or investment adviser representative shall do any of the following: (a) Employ any device, scheme, or artifice to defraud any person; (b) Engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon any person; (c) In acting as principal for the investment adviser's or investment adviser representative's own account, knowingly sell any security to or purchase any security from a client, or in acting as salesperson for a person other than such client, knowingly effect any sale or purchase of any security for the account of such client, without disclosing to the client in writing before the completion of the transaction the capacity in which the investment adviser or investment adviser representative is acting and obtaining the consent of the client to the transaction. Division (M)(1)(c) of this section does not apply to any investment adviser registered with the securities and exchange commission under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. 80b-3, or to any transaction with a customer of a licensed dealer or salesperson if the licensed dealer or salesperson is not acting as an investment adviser or investment adviser representative in relation to the transaction. (d) Engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative. The division of securities may adopt rules reasonably designed to prevent acts, practices, or courses of business that are fraudulent, deceptive, or manipulative. (2) No investment adviser or investment adviser representative licensed or required to be licensed under this chapter shall take or have custody of any securities or funds of any person, except as provided in rules adopted by the division. (3) In the solicitation of clients or prospective clients, no person shall make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not misleading in light of the circumstances under which the statements were made. (N) No person knowingly shall influence, coerce, manipulate, or mislead any person engaged in the preparation, compilation, review, or audit of financial statements to be used in the purchase or sale of securities for the purpose of rendering the financial statements materially misleading. (O) No state retirement system investment officer shall do any of the following: (1) Employ any device, scheme, or artifice to defraud any state retirement system; (2) Engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on any state retirement system; (3) Engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative. The division of securities may adopt rules reasonably designed to prevent such acts, practices, or courses of business as are fraudulent, deceptive, or manipulative; (4) Knowingly fail to comply with any policy adopted regarding the officer established pursuant to section 145.094 , 742.104 , 3307.043 , 3309.043 , or 5505.065 of the Revised Code. (P) No bureau of workers' compensation chief investment officer shall do any of the following: (1) Employ any device, scheme, or artifice to defraud the workers' compensation system; (2) Engage in any act, practice, or course of business that operates or would operate as a fraud or deceit on the workers' compensation system; (3) Engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative. The division of securities may adopt rules reasonably designed to prevent such acts, practices, or courses of business as are fraudulent, deceptive, or manipulative; (4) Knowingly fail to comply with any policy adopted regarding the officer established pursuant to section 4123.441 of the Revised Code. (Q)(1) No portal operator shall knowingly do any of the following: (a) Employ any device, scheme, or artifice to defraud; (b) Engage in any act, practice, or course of business that operates as a fraud or deceit; (c) Engage in any act, practice, or course of business that is fraudulent, deceptive, or manipulative. (2) The division of securities may adopt rules reasonably designed to prevent such acts, practices, or courses of business that are fraudulent, deceptive, or manipulative.
Ohio Rev. Code § 1701.22 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.22
§ 1701.22. Conversion rights
Status: in_force

July 30, 1984 House Bill 250 - 115th General Assembly (A) Unless the articles otherwise provide, a corporation by its directors may, subject to the provisions of this section, confer on the holder of any obligations of the corporation the right to convert such obligations into shares of any authorized class or series, on such terms as are set forth in the instrument evidencing such conversion rights. Such terms may include any statements not repugnant to law for the protection of such conversion rights, including, but without limiting the generality of such authority: restrictions upon the authorization or issuance of additional shares; provisions for the adjustment of the conversion price or ratio; provisions concerning rights in the event of reorganization, merger, consolidation, or lease, sale, exchange, transfer, or other disposition of all, or substantially all, of the assets of the corporation; provisions for the reservation of authorized but unissued shares to satisfy such conversion rights; and restrictions upon the declaration or payment of dividends or distributions. Such terms may also include statements, not inconsistent with the provisions of section 1701.30 of the Revised Code, to provide that upon the exercise of conversion rights the stated capital of the corporation shall be created or increased in the manner, at the rate, or to the extent provided therein. (B) If the shares into which such obligations are convertible would be subject to pre-emptive rights if issued for cash, the conferring of the conversion rights must be authorized by such vote or consent of the shareholders or holders of shares of particular classes as would then be required to waive or release such pre-emptive rights; and such vote or consent shall release the pre-emptive rights to the shares required to satisfy such conversion rights if and when exercised. (C) If at the time of conferring such conversion rights the corporation does not have authorized and unissued shares sufficient to satisfy such rights if and when exercised, the conferring of such rights must be authorized by such vote of the shareholders or holders of shares of particular classes as would then be required to adopt an amendment to the articles for the purpose of increasing the authorized number of such shares, and the shares required to be issued upon the exercise of such conversion rights shall be provided by an amendment concurrently or thereafter adopted by the shareholders or the directors. (D) The corporation shall not issue any obligations which are convertible into shares having an aggregate par value greater than the principal amount of such obligations, unless in each case immediately after the issuing of any of the convertible obligations, the corporation will have a surplus not less in amount than the excess of the aggregate par value of all the shares into which such convertible obligations may be converted over the aggregate principal amount of the outstanding convertible obligations; and during the entire period that such conversion rights may be exercised, the corporation shall reserve, from its surplus, solely for transfer to stated capital upon the exercise of such conversion rights an amount equal at the time to the excess of the aggregate par value of all the shares into which the then outstanding convertible obligations may be converted over the aggregate principal amount of such convertible obligations; provided that the failure or inability of the corporation to maintain such reserve shall not affect the conversion rights of any oustanding convertible obligations.
Ohio Rev. Code § 1702.41 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.41
§ 1702.41. Merger or consolidation into domestic corporation
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A)(1) Pursuant to an agreement of merger, a domestic corporation and one or more additional domestic or foreign entities may be merged into a surviving domestic corporation. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new domestic corporation. If any constituent entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, the merger or consolidation also must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (2) To effect a merger or consolidation under this section, the directors of each constituent domestic corporation shall approve an agreement of merger or consolidation to be signed by the chairperson of the board of directors, the president, or a vice-president and by the secretary or an assistant secretary. The agreement of merger or consolidation shall be approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (3) The agreement of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (b) That the named constituent entities have agreed to merge into a specified constituent corporation, designated in this section as the surviving corporation, or that the named constituent entities have agreed to consolidate into a new corporation to be formed by the consolidation, designated in this section as the new corporation; (c) All statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists; (d) The name of the surviving or new corporation, which may be the same as or similar to that of any constituent corporation; (e) The place in this state where the principal office of the surviving or new corporation is to be located; (f) The names and addresses of the first directors and officers of the surviving or new corporation, and, if desired, their term or terms of office; (g) The name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the surviving or new corporation may be served; (h) The terms of the merger or consolidation and the mode of carrying those terms into effect; (i) The regulations of the surviving or new corporation or a provision to the effect that the regulations of a specified constituent corporation shall be the regulations of the surviving or new corporation or to the effect that the voting members or the directors of the surviving or new corporation may adopt regulations, or any combination of them. (4) The agreement of merger or consolidation may also set forth any of the following: (a) The specification of a date, which may be the date of the filing of the agreement or a date subsequent to that date of filing, upon which the merger or consolidation shall become effective; (b) A provision conferring upon the directors of one or more of the constituent corporations or the comparable representatives of any other constituent entity the power to abandon the merger or consolidation prior to the filing of the agreement; (c) Any additional provision permitted to be included in the articles of a newly formed corporation; (d) Any additional provision considered necessary or desirable with respect to the proposed merger or consolidation. (B)(1) A merger or consolidation in which a domestic public benefit corporation is one of the constituent entities shall be approved by the court of common pleas of the county in this state in which the principal office of the public benefit corporation is located, in a proceeding of which the attorney general's charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right. No approval by the court under division (B)(1) of this section is required if either of the following applies: (a) A domestic public benefit corporation is the surviving entity in the case of a merger and continues to be a public benefit corporation or is the new corporation in the case of a consolidation and continues to be a public benefit corporation. (b) A domestic public benefit corporation is not the surviving entity in the case of a merger or is not the new corporation in the case of a consolidation, and all of the following apply: (i) On or prior to the effective date of the merger or consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the domestic public benefit corporation or the fair market value of the domestic public benefit corporation if it is to be operated as a business concern, are transferred or conveyed to one or more persons that would have received its assets under section 1702.49 of the Revised Code had it voluntarily dissolved. (ii) The domestic public benefit corporation returns, transfers, or conveys any assets held by it upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger or consolidation, in accordance with that condition. (iii) The merger or consolidation is approved by a majority of directors of the domestic public benefit corporation who will not receive any financial or other benefit, directly or indirectly, as a result of the merger or consolidation or by agreement, and who are not and will not as a result of the merger or consolidation become members, partners, or other owners, however denominated, of, shareholders in, directors, officers, managers, employees, agents, or other representatives of, or consultants to, the surviving or new entity. (2) At least twenty days before consummation of any merger or consolidation of a domestic public benefit corporation pursuant to division (B)(1)(b) of this section, written notice, including a copy of the proposed plan of merger or consolidation, shall be delivered to the attorney general's charitable law section. The attorney general's charitable law section may review a proposed merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section. The attorney general may require, pursuant to section 109.24 of the Revised Code, the production of the documents necessary for review of a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may retain, at the expense of the domestic public benefit corporation, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may extend the date of any merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section for a period not to exceed sixty days and shall provide notice of that extension to the domestic public benefit corporation. The notice shall set forth the reasons necessitating the extension. (3) No member, other than a member that is a public benefit entity, or director of a domestic public benefit corporation in that person's capacity as a member or director may receive or keep anything as a result of a merger or consolidation other than membership or directorship in the surviving or new public benefit corporation, without the prior written consent of the attorney general or of the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located, in a proceeding in which the attorney general's charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right. The court shall approve the transaction if it is in the public interest. (4) The attorney general may institute a civil action to enforce the requirements of divisions (B)(1), (2), and (3) of this section in the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies.
Ohio Rev. Code § 1733.30 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.30
§ 1733.30. Investments
Status: in_force

April 14, 2006 House Bill 81 - 126th General Assembly (A) A credit union may make any investment of any funds not required for the purpose of loans, in state or national banks or state or federally chartered savings and loan associations, savings banks, or credit unions, doing business in this state; in accounts, deposits, or shares of federally insured savings and loan associations or savings banks or insured credit unions, doing business outside this state; in deposits or accounts of federally insured banks, trust companies, and mutual savings banks doing business outside this state; in the shares of a corporate credit union subject to the regulations of that corporate credit union; in shares, stocks, or obligations of any other organization providing services that are associated with the routine operations of credit unions; or in United States government securities or municipal bonds issued by municipalities of this state; and, with the approval of the superintendent of credit unions, in securities other than those specified in this division. All investments under this division shall be made in United States dollars. (B) In accordance with rules adopted by, and subject to the approval of, the superintendent, notes or loans made by or to individual members of a credit union may be purchased by another credit union at such prices as may be agreed upon between the credit unions. (C) A corporate credit union may make investments provided the investments are in accordance with rules adopted by the superintendent, are consistent with the safety and soundness of the credit union, and are made with due regard to the investment requirements established by the applicable insurer recognized under section 1733.041 of the Revised Code.
Ohio Rev. Code § 1729.99 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.99
§ 1729.99. Penalty
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly (A) Whoever violates section 1729.04 of the Revised Code shall be fined not less than five hundred nor more than twenty-five hundred dollars for each offense. (B) Whoever violates division (A) of section 1729.68 or commits an unfair marketing practice as defined in section 1729.69 of the Revised Code shall be fined not less than five hundred nor more than five thousand dollars for each offense. Disclaimer Contact About
Ohio Rev. Code § 1715.38 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.38
§ 1715.38. Subsequent consolidations with united corporation
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly After the creation of a united corporation under sections 1715.32 to 1715.37 , inclusive, of the Revised Code, any one or more organizations of like character may unite with and become a part of such corporation in accordance with such sections.
Ohio Rev. Code § 1733.20 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.20
§ 1733.20. Officers - duties
Status: in_force

September 29, 1994 House Bill 695 - 120th General Assembly (A) The officers of the credit union shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, a vice chairman of the board, one or more vice-presidents, and such other officers and assistant officers as is provided for in the regulations, bylaws, or by resolution of the board of directors. The officers shall be elected by directors. The chairman and vice chairman of the board of directors shall be directors. Unless the articles or regulations otherwise provide, none of the other officers need be a director. (B) Any two offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the articles, regulations, or bylaws, to be executed, acknowledged, or verified by two or more officers. (C) Unless the articles or regulations otherwise provide, all officers shall be elected annually. (D) Any officer may be removed, with or without cause, by the directors without prejudice to the contract rights of such officer. The election or appointment of an officer for a given term, or a general provision in the articles, regulations, or bylaws with respect to term of office, shall not be deemed to create contract rights. (E) Except with the written consent of the superintendent of credit unions, no person shall serve as an officer of a credit union, if the person is convicted of a felony or any criminal offense involving dishonesty or a breach of trust. (F) A credit union shall not retain the services of a person who is presently serving as a senior management official of another credit union, unless either of the following conditions has been met: (1) If the person presently serves as a senior management official of a credit union having assets of less than five million dollars, the credit union, prior to retaining the person's services, notifies the superintendent in writing that it intends to appoint the person to a position of a senior management official. (2) If the person presently serves as a senior management official of a credit union having assets of five million dollars or more, the credit union has obtained the approval of the superintendent to appoint the person to a position of a senior management official.
Ohio Rev. Code § 1731.01 — Ohio Revised Code / Title 17 / Chapter 1731 / § 1731.01
§ 1731.01. Small employer health care alliance definitions
Status: in_force

March 23, 2007 Senate Bill 5 - 126th General Assembly As used in this chapter: (A) "Alliance" or "small employer health care alliance" means an existing or newly created organization that has been granted a certificate of authority by the superintendent of insurance under section 1731.021 of the Revised Code and that is either of the following: (1) A chamber of commerce, trade association, professional organization, or any other organization that has all of the following characteristics: (a) Is a nonprofit corporation or association; (b) Has members that include or are exclusively small employers; (c) Sponsors or is part of a program to assist such small employer members to obtain coverage for their employees under one or more health benefit plans; (d) Except as provided in division (A)(1)(e) of this section, is not directly or indirectly controlled, through voting membership, representation on its governing board, or otherwise, by any insurance company, person, firm, or corporation that sells insurance, any provider, or by persons who are officers, trustees, or directors of such enterprises, or by any combination of such enterprises or persons. (e) Division (A)(1)(d) of this section does not apply to an organization that is comprised of members who are either insurance agents or providers, that is controlled by the organization's members or by the organization itself, and that elects to offer health insurance exclusively to any or all of the following: (i) Employees and retirees of the organization; (ii) Insurance agents and providers that are members of the organization; (iii) Employees and retirees of the agents or providers specified in division (A)(1)(e)(ii) of this section; (iv) Families and dependents of the employees, providers, agents, and retirees specified in divisions (A)(1)(e)(i), (A)(1)(e)(ii), and (A)(1)(e)(iii) of this section. (2) A nonprofit corporation controlled by one or more organizations described in division (A)(1) of this section. (B) "Alliance program" or "alliance health care program" means a program sponsored by a small employer health care alliance that assists small employer members of such small employer health care alliance or any other small employer health care alliance to obtain coverage for their employees under one or more health benefit plans, and that includes at least one agreement between a small employer health care alliance and an insurer that contains the insurer's agreement to offer and sell one or more health benefit plans to such small employers and contains all of the other features required under section 1731.04 of the Revised Code. (C) "Eligible employees, retirees, their dependents, and members of their families," as used together or separately, means the active employees of a small employer, or retired former employees of a small employer or predecessor firm or organization, their dependents or members of their families, who are eligible for coverage under the terms of the applicable alliance program. (D) "Enrolled small employer" or "enrolled employer" means a small employer that has obtained coverage for its eligible employees from an insurer under an alliance program. (E) "Health benefit plan" means any hospital or medical expense policy of insurance or a health care plan provided by an insurer, including a health insuring corporation plan, provided by or through an insurer, or any combination thereof. "Health benefit plan" does not include any of the following: (1) A policy covering only accident, credit, dental, disability income, long-term care, hospital indemnity, medicare supplement, specified disease, or vision care, except where any of the foregoing is offered as an addition, indorsement, or rider to a health benefit plan; (2) Coverage issued as a supplement to liability insurance, insurance arising out of a workers' compensation or similar law, automobile medical-payment insurance, or insurance under which benefits are payable with or without regard to fault and which is statutorily required to be contained in any liability insurance policy or equivalent self-insurance; (3) Coverage issued by a health insuring corporation authorized to offer supplemental health care services only. (F) "Insurer" means an insurance company authorized to do the business of sickness and accident insurance in this state or, for the purposes of this chapter, a health insuring corporation authorized to issue health care plans in this state. (G) "Participants" or "beneficiaries" means those eligible employees, retirees, their dependents, and members of their families who are covered by health benefit plans provided by an insurer to enrolled small employers under an alliance program. (H) "Provider" means a hospital, urgent care facility, nursing home, physician, podiatrist, dentist, pharmacist, chiropractor, certified registered nurse anesthetist, dietitian, or other health care provider licensed by this state, or group of such health care providers. (I) "Qualified alliance program" means an alliance program under which health care benefits are provided to one thousand or more participants. (J) "Small employer," regardless of its definition in any other chapter of the Revised Code, in this chapter means an employer that employs no more than five hundred full-time employees, at least a majority of whom are employed at locations within this state. (1) For this purpose: (a) Each entity that is controlled by, controls, or is under common control with, one or more other entities shall, together with such other entities, be considered to be a single employer. (b) "Full-time employee" means a person who normally works at least twenty-five hours per week and at least forty weeks per year for the employer. (c) An employer will be treated as having five hundred or fewer full-time employees on any day if, during the prior calendar year or any twelve consecutive months during the twenty-four full months immediately preceding that day, the mean number of full-time employees employed by the employer does not exceed five hundred. (2) An employer that qualifies as a small employer for purposes of becoming an enrolled small employer continues to be treated as a small employer for purposes of this chapter until such time as it fails to meet the conditions described in division (J)(1) of this section for any period of thirty-six consecutive months after first becoming an enrolled small employer, unless earlier disqualified under the terms of the alliance program.
Ohio Rev. Code § 1706.473 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.473
§ 1706.473. Claims against dissolved limited liability company
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A dissolved limited liability company may dispose of any known claims against it by following the procedures described in division (B) of this section at any time after the effective date of the dissolution of the limited liability company. (B) A dissolved limited liability company may give notice of its dissolution in a record to the holder of any known claim. The notice shall do all of the following: (1) Identify the dissolved limited liability company; (2) Describe the information required to be included in a claim; (3) Provide a mailing address to which the claim is to be sent; (4) State the deadline, by which the dissolved limited liability company must receive the claim. The deadline shall not be sooner than ninety days from the effective date of the notice. (5) State that if not sooner barred, the claim will be barred if not received by the deadline. (C) Unless sooner barred by any other statute limiting actions, a claim against a dissolved limited liability company is barred in either of the following circumstances: (1) A claimant who was given notice under division (B) of this section does not deliver the claim to the dissolved limited liability company by the deadline. (2) A claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejected notice. (D) For purposes of this section, "claim" includes an unliquidated claim, but does not include either of the following: (1) A contingent liability that has not matured so that there is no immediate right to bring suit; (2) A claim based on an event occurring after the effective date of dissolution. (E) Nothing in this section shall be construed to extend any otherwise applicable statute or period of limitations.
Ohio Rev. Code § 1701.10 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.10
§ 1701.10. Initial directors holding organizational meeting
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) After incorporation, all of the following apply: (1) If the initial directors are named in the articles, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by receiving subscriptions, appointing officers, adopting regulations, and carrying on any other business brought before the meeting. (2) If the initial directors are not named in the articles, the incorporator or incorporators either shall receive subscriptions as provided in division (A) of section 1701.09 of the Revised Code or shall hold an organizational meeting at the call of a majority of the incorporators to elect directors who shall complete the organization of the corporation as provided in division (A)(1) of this section. If subscriptions for shares are received by the incorporators, the incorporators, or a majority of them, shall give not less than seven days' written notice to the shareholders, unless written notice is waived by the shareholders, to meet at a specified time and place for the purposes of adopting regulations, electing directors, and transacting any other business. The shareholders shall meet for those purposes at the time and place specified. (3) Notwithstanding divisions (A)(1) and (2) of this section, if regulations have not been adopted within ninety days after the formation of the corporation, regulations may be adopted only as provided in section 1701.11 of the Revised Code. (B) Action required or permitted by this chapter to be taken by the incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. (C) An organizational meeting may be held in or out of this state.
Ohio Rev. Code § 1733.40 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.40
§ 1733.40. Annual report
Status: in_force

September 29, 1994 House Bill 695 - 120th General Assembly Each credit union qualified to do business in this state pursuant to section 1733.38 of the Revised Code shall: (A) Annually file with the superintendent of credit unions a financial report which shall be the same as the report required of credit unions domiciled in this state under section 1733.32 of the Revised Code. Such report shall be accompanied by the same fee required to be paid by domestic credit unions, and failure to file such report in the time required under section 1733.32 of the Revised Code shall subject such credit union to the penalties therein provided for domestic credit unions which fail to make such filing. (B) Within ten days following receipt thereof, file with the superintendent a copy of all audits performed by the credit union supervisory authority of the state of domicile of such credit union, which examination or audits shall have been duly certified by such supervisory authority; (C) Within ten days following the effective date of any amendment to the articles or regulations, file a copy thereof, duly certified by the secretary of state or other appropriate regulatory body, with the superintendent; (D) If it shall appear that any foreign credit union is bankrupt or insolvent, or that it has violated sections 1733.01 to 1733.45 of the Revised Code, pertaining to foreign credit unions or rules promulgated by the superintendent thereunder, or is operating in an unsafe or unsound manner, the superintendent shall issue an order suspending such foreign credit union's operation in this state for not less than thirty nor more than sixty days. The foreign credit union shall be given notice by certified mail of such suspension. Such notice shall include a list of reasons for such suspension and a list of specific violations of law or rules or unsafe or unsound practices. Upon receipt of such suspension notice, the foreign credit union shall immediately cease all operations in this state. The foreign credit union shall, within ten days of the receipt of such notice, file with the superintendent a reply to the suspension notice and request a hearing to present a plan of corrective actions proposed, if it desires to continue operations in this state. If the foreign credit union fails to answer the suspension notice within the time specified in such notice or to request a hearing before the superintendent or, upon hearing, the superintendent finds that the credit union has violated sections 1733.01 to 1733.45 of the Revised Code, pertaining to foreign credit unions or the rules promulgated by the superintendent thereunder or is operating in an unsafe or unsound manner and that it is in the public interest for the credit union to cease doing business in this state, the superintendent shall revoke the foreign credit union's qualification to do business in this state and may take possession of all assets of the foreign credit union in this state, appoint a liquidating agent, and liquidate the foreign credit union's assets and claims in this state in accordance with section 1733.37 of the Revised Code.
Ohio Rev. Code § 1746.15 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.15
§ 1746.15. Withdrawal from state
Status: in_force

June 6, 2001 House Bill 94 - 124th General Assembly Any business trust that has made the filings described in section 1746.04 of the Revised Code may withdraw from this state at any time by filing in the office of the secretary of state a verified copy of a resolution duly adopted by its trustees declaring its intention to withdraw and surrender its authority, accompanied by the fee specified in division (T) of section 111.16 of the Revised Code.
Ohio Rev. Code § 1721.04 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.04
§ 1721.04. Associations prohibited from appropriation
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Sections 1721.02 and 1721.03 of the Revised Code do not apply to a corporation or cemetery association owning a cemetery smaller than four acres and situated within one mile of the corporate limits of a municipal corporation.
Ohio Rev. Code § 1715.03 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.03
§ 1715.03. Transfer of cemetery land to cemetery association
Status: in_force

October 7, 1977 House Bill 42 - 112th General Assembly When a religious or benevolent society or association owning real estate used or occupied as a burial place, the title to which real estate is vested in such society or association, or the trustees thereof, desires to transfer such real estate to a cemetery association incorporated under any law of this state, the trustees or other officers entrusted with the management of the affairs of such society or association may file, in the court of common pleas of the county in which such real estate is situated, a petition stating how and by whom the title to such real estate is held and that such society or association desires to make such transfer, and asking for an order therefor. Notice of the filing of such petition shall be given by publication, in some newspaper published in and of general circulation in the county where it is filed, for four consecutive weeks, setting forth the object and prayer of the petition and that persons claiming an interest in the subject matter thereof may appear and file an answer thereto within six weeks from the first publication of such notice. At the expiration of such six weeks the case will stand for hearing, and if the court is satisfied that such transfer is desired by the members of such society or association, it may authorize the trustees or other officers thereof to make a deed therefor to such cemetery association. Such association shall assume all legal debts against the real estate so transferred.
Ohio Rev. Code § 1701.782 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.782
§ 1701.782. Conversion of another entity into domestic corporation
Status: in_force

January 1, 2008 House Bill 134 - 127th General Assembly (A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic or foreign entity that is not a domestic corporation and is not a nonprofit corporation may be converted into a domestic corporation. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converting entity will exist. (B)(1) The written declaration of conversion shall set forth all of the following: (a) The name and form of entity that is being converted, the name of the entity into which the entity will be converted, and the jurisdiction of formation of the converting entity; (b) The articles of the converted corporation; (c) All statements and matters required to be set forth in an instrument of conversion by the laws under which the converting entity exists; (d) The terms of the conversion; the mode of carrying them into effect; and the manner and basis of converting the interests or shares of the converting entity into, or substituting the interests or shares in the converting entity for, interests, evidences of indebtedness, other securities, cash, rights, or any other property or any combination of interests, evidences of indebtedness, other securities, cash, rights, or any other property of the converted corporation. (2) No conversion or substitution described in this section shall be effected if there are reasonable grounds to believe that the conversion or substitution would render the converted corporation unable to pay its obligations as they become due in the usual course of its affairs. (C) The written declaration of conversion may set forth any of the following: (1) The effective date of the conversion, which date may be on or after the date of the filing of the certificate of conversion pursuant to section 1701.811 of the Revised Code; (2) A provision authorizing the converting entity to abandon the proposed conversion by action of authorized representatives of the converting entity taken prior to the filing of the certificate of conversion pursuant to section 1701.811 of the Revised Code; (3) A statement of, or a statement of the method to be used to determine, the fair value of the assets owned by the converting entity at the time of the conversion; (4) The regulations of the converted corporation; (5) The identity of the directors of the converted corporation; (6) The parties to the declaration of conversion in addition to the converting entity; (7) The stated capital, if any, of each class of shares of the converted corporation to be outstanding at the time that the conversion becomes effective; (8) Any additional provision necessary or desirable with respect to the proposed conversion or the converted entity. (D) At any time before the filing of the certificate of conversion pursuant to section 1701.811 of the Revised Code, the conversion may be abandoned by any representatives authorized to do so by the declaration of conversion, or by the same vote as was required to adopt the declaration of conversion.
Ohio Rev. Code § 1729.40 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.40
§ 1729.40. Plan of division
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly (A) Any association may divide itself into two or more associations. A written plan of division shall be approved by the association's board. Such plan shall set forth all the terms of the division and the proposed effect of the division on all members and stockholders of the association. The plan also shall contain the articles of incorporation and bylaws of each association resulting from the division, which articles and bylaws shall conform to the requirements for associations organized under this chapter. (B)(1) If the plan of division provides that a holder of stock other than membership stock or patronage stock will be affected, the following apply: (a) Unless the board provides that division (B)(1)(b) of this section applies, the affected stockholder shall be entitled to cast one vote on the plan of division regardless of the par or stated value, the number of shares, or the number of affected classes of the stock held. (b) The board may provide that a stockholder otherwise entitled to vote under division (B)(1)(a) of this section shall instead be entitled to payment of fair cash value of the affected stock held by the stockholder in accordance with section 1729.46 of the Revised Code. (c) A member holding stock affected by a proposed plan of division may vote only as a member and shall not be entitled to vote or demand fair cash value as an affected stockholder. (2) For purposes of this section, a holder of stock is affected as to any class of stock owned by the holder only if the plan of division does any of the following: (a) Decreases the dividends to which that class may be entitled or changes the method by which the dividend rate on that class is fixed; (b) Provides any additional restriction on rights to transfer shares of that class; (c) Gives to another existing or any new class of stock or equity interest not previously entitled thereto any preference, as to dividends or upon dissolution, that is higher than preferences of that class in a resulting association; (d) Changes the par value of shares of that class or of any other class having the same or higher preferences as to dividends or upon dissolution; (e) Increases the aggregate number of authorized shares of any other class having the same or higher preferences as to dividends or upon dissolution in the resulting associations beyond the authorization for such classes in the original association; (f) Requires or permits an exchange of shares of any class with lower preferences as to dividends or upon dissolution in the original association for shares of any other class with higher preferences in a resulting association. (C) The plan of division is approved if both of the following conditions are met: (1) Notice of the meeting to vote on the plan, the plan of division, and a description of the method of voting have been sent to all members and to all affected stockholders entitled either to vote on the plan or to receive payment of fair cash value under division (B) of this section; (2) Sixty per cent of the member votes cast approve the plan, and a simple majority of the votes cast by the affected stockholders entitled to vote under division (B) of this section approve the plan. (D) After approval of a plan of division under this section, but before the division is effective, the plan may be amended or abandoned in accordance with a provision for amendment or abandonment set forth in the plan, provided that an amendment made subsequent to approval of the plan by the members shall not do any of the following: (1) Change the membership rights, or the amount or kind of stock, securities, cash, property, or other rights to be received, exchanged, or converted in the division; (2) Change the articles of incorporation or bylaws of the resulting associations as provided for in the plan; (3) Change any provision of the plan with respect to the rights of members or the manner of voting in the resulting associations. (E)(1) Upon approval of a plan of division, a certificate, signed by any authorized officer of the original association, shall be filed with the secretary of state on a form prescribed by the secretary of state setting forth the following: (a) The name of the original association and the name of each resulting association; (b) A statement that the original association has adopted the plan of division, the manner of adoption, and that the plan was adopted in compliance with this section; (c) The effective date of the division, which date may be on or after the date of filing of the certificate; (d) A statement that the original association will be divided into specified resulting associations; (e) The name and address of the statutory agent upon whom any process, notice, or demand against the original association may be served, and the name and address of a statutory agent for each resulting association upon whom process, notice, or demand against that resulting association may be served. (2) The articles of incorporation of each of the resulting associations shall be filed with the certificate. Last updated February 25, 2022 at 2:27 PM
Ohio Rev. Code § 1702.15 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.15
§ 1702.15. Corporation to keep books and records of account and minutes of proceedings
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly Each corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, members, directors, and committees of the directors or members. Subject to limitations prescribed in the articles or the regulations upon the right of members of a corporation to examine the books and records, all books and records of a corporation, including the membership records prescribed by section 1702.13 of the Revised Code, may be examined by any member or director or the agent or attorney of either, for any reasonable and proper purpose and at any reasonable time.
Ohio Rev. Code § 1711.17 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.17
§ 1711.17. County joint ownership
Status: in_force

September 26, 2003 House Bill 95 - 125th General Assembly (A) In any counties in which there is a duly organized independent agricultural society, the respective boards of county commissioners may purchase or lease jointly, for a term of not less than twenty years, real estate on which to hold fairs under the management and control of the society, and may erect suitable buildings and otherwise improve the property, and pay the rental thereof, 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 independent agricultural society is complying with all laws and rules governing the operation of county agricultural societies. The boards may appropriate from their respective general funds such an amount as they consider necessary for any of those purposes. (B) An independent agricultural society may purchase or lease, for a term of not less than twenty years, real estate on which to hold fairs under its management and control and may erect suitable buildings on the real estate and otherwise improve it.
Ohio Rev. Code § 1706.175 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.175
§ 1706.175. Certificate of full force and effect; foreign limited liability company certificate of registration
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of full force and effect for a limited liability company if the records filed in the office of the secretary of state show that the limited liability company has been formed under the laws of this state. A certificate of full force and effect shall state all of the following: (1) The limited liability company's name; (2) The limited liability company's date of formation; (3) That the limited liability company is in full force and effect on the records of the secretary of state. (B) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of registration for a foreign limited liability company if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of registration for the foreign limited liability company, has not canceled the certificate of registration for the foreign limited liability company, and has not filed a statement of cancellation of the certificate of registration for the foreign limited liability company. A certificate of registration shall state both of the following: (1) The foreign limited liability company's name; (2) That the foreign limited liability company is authorized to transact business in this state. (C) Subject to any qualification stated in the certificate, a certificate of existence or certificate of registration issued by the secretary of state is, for a period of thirty days after the date of such certificate, conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business in this state.
Ohio Rev. Code § 1713.032 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.032
§ 1713.032. Online program manager contracts
Status: in_force

September 30, 2025 House Bill 96 - 136th General Assembly (A) As used in this section: (1) "Online program manager" means an entity that is not an institution of higher education as defined under "The Higher Education Act of 1965," 20 U.S.C. 1001, that enters into an agreement with a private institution of higher education to provide marketing and recruitment services and at least one additional service, including course design, technology, or faculty training, to support an online degree program. (2) "Private institution of higher education" means a private institution of higher education with a certificate of authorization, or seeking authorization, from the chancellor of higher education under Chapter 1713. of Revised Code. (B) If a private institution of higher education enters a contract with an online program manager, the institution shall ensure the contract is in compliance with relevant program standards and requirements. (C) A private institution of higher education that enters into a contract with an online program manager shall post on each online degree program web site it maintains that it utilizes an online program manager for services. The institution shall require the online program manager to identify itself when providing services to students. (D) A contract between a private institution of higher education and an online program manager is not a public record for purposes of section 149.43 of the Revised Code. (E) A private institution of higher education shall not permit an online program manager to control, make decisions regarding, administer, or disburse student financial aid. Last updated August 13, 2025 at 5:34 PM
Ohio Rev. Code § 1706.72 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.72
§ 1706.72. Conversion to or from LLC form
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) An entity other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an entity other than a limited liability company pursuant to sections 1706.72 to 1706.723 of the Revised Code and a written declaration of conversion if all of the following apply: (1) The governing statute of the entity that is not a limited liability company authorizes the conversion; (2) The law of the jurisdiction governing the converting entity and the converted entity does not prohibit the conversion; (3) The converting entity and the converted entity comply with their respective governing statutes and organizational documents in effecting the conversion. (B) A written declaration of conversion shall be in a record and include all of the following: (1) The name and form of the converting entity before conversion; (2) The name and form of the converted entity after conversion; (3) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration allowed under division (C) of this section. (4) The organizational documents of the converted entity that are, or are proposed to be, in a record. (C) In connection with a conversion, rights or securities of or interests in the converting entity may be any of the following: (1) Exchanged for or converted into cash, property, or rights or securities of or interests in the converted entity; (2) In addition to or in lieu of division (C)(1) of this section, exchanged for or converted into cash, property, or rights or securities of or interests in another entity; (3) Canceled.
Ohio Rev. Code § 1702.52 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.52
§ 1702.52. Judicial dissolution
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly (A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the corporation to be wound up by its directors as in the case of voluntary dissolution, or by proceedings in, and under the order of, the court of common pleas of the county in this state in which the corporation has its principal office; (2) By an order of the court of common pleas of the county in this state in which such corporation has its principal office, in an action brought by voting members entitled to dissolve the corporation voluntarily, when it is established: (a) That its articles have been canceled or its period of existence has expired and that it is necessary in order to protect the members that the corporation be judicially dissolved; (b) That the corporation is insolvent or is unable to afford reasonable security to those who may deal with it and that it is necessary in order to protect the creditors of the corporation that the corporation be judicially dissolved; (c) That the objects of the corporation have wholly failed or are entirely abandoned or that their accomplishment is impracticable; (3) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by a majority of the voting members, or such lesser proportion or number of voting members as are entitled by the articles to dissolve the corporation voluntarily, when it is established that it is beneficial to the members that the corporation be judicially dissolved; (4) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by one-half of the directors when there is an even number of directors or by one-half of the voting members, when it is established that the corporation has an even number of directors who are deadlocked in the management of the corporate affairs and the voting members are unable to break the deadlock, or when it is established that the corporation has an uneven number of directors and that the voting members are deadlocked in voting power and unable to agree upon or vote for the election of directors as successors to directors whose terms normally would expire upon the election of their successors. (B) A complaint for judicial dissolution shall be verified by any of the complainants and shall set forth facts showing that the case is one of those specified in this section. Unless the complainants set forth in the complaint that they are unable to annex a list of members, a schedule shall be annexed to the complaint setting forth the name of each member and the member's address if it is known. (C) Upon the filing of a complaint for judicial dissolution, the court with which it is filed shall have power to issue injunctions, to appoint a receiver with such authority and duties as the court from time to time may direct, to take such other proceedings as may be necessary to protect the property or the rights of the complainants or of the persons interested, and to carry on the activities of the corporation until a full hearing can be had. Upon or after the filing of a complaint for judicial dissolution, the court, by injunction or order, may stay the prosecution of any proceeding against the corporation or involving any of its property and require the parties to it to present and prove their claims, demands, rights, interests, or liens, at the time and in the manner required of creditors or others. The court may refer the complaint to a special master commissioner. (D) After a hearing had upon such notice as the court may direct to be given to all parties to the proceeding and to any other parties in interest designated by the court, a final order based either upon the evidence, or upon the report of the special master commissioner if one has been appointed, shall be made dissolving the corporation or dismissing the complaint. An order or judgment for the judicial dissolution of a corporation shall contain a concise statement of the proceedings leading up to the order or judgment; the name of the corporation; the place in this state where its principal office is located; the names and addresses of its directors and officers; the name and address of a statutory agent; and, if desired, such other provisions with respect to the judicial dissolution and winding up as are considered necessary or desirable. A certified copy of such order forthwith shall be filed in the office of the secretary of state, whereupon the corporation shall be dissolved. To the extent consistent with orders entered in such proceeding, the effect of such judicial dissolution shall be the same as in the case of voluntary dissolution, and the provisions of sections 1702.49 , 1702.50 , and 1702.51 of the Revised Code relating to the authority and duties of directors during the winding up of the affairs of a corporation dissolved voluntarily, with respect to the jurisdiction of courts over the winding up of the affairs of a corporation, and with respect to receivers for winding up the affairs of a corporation shall be applicable to corporations judicially dissolved. (E) A judicial proceeding under this section concerning the judicial dissolution of a corporation is a special proceeding, and final orders in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure or the Rules of Practice of the Supreme Court, whichever are applicable, and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code.
Ohio Rev. Code § 1729.86 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.86
§ 1729.86. Application of laws
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly (A) Except as otherwise provided in this chapter, this chapter applies to all associations, whether organized under this chapter prior to the effective date of this section or on or after that date. (B) Any law that is in conflict with this chapter shall be construed as not applying to associations provided for in this chapter.
Ohio Rev. Code § 1701.04 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.04
§ 1701.04. Articles of incorporation
Status: in_force

September 30, 2025 House Bill 96 - 136th General Assembly (A) Any person, singly or jointly with others, and without regard to residence, domicile, or state of incorporation, may form a corporation by signing and filing with the secretary of state articles of incorporation that shall set forth all of the following: (1) The name of the corporation, which shall be in compliance with division (A) of section 1701.05 of the Revised Code; (2) The place in this state where the principal office of the corporation is to be located; (3) The authorized number and the par value per share of shares with par value, and the authorized number of shares without par value, except that the articles of a banking, safe deposit, trust, or insurance corporation shall not authorize shares without par value; the express terms, if any, of the shares; and, if the shares are classified, the designation of each class, the authorized number and par value per share, if any, of the shares of each class, and the express terms of the shares of each class; (4) If the corporation is to have an initial stated capital, the amount of that stated capital. (B) The articles also may set forth any of the following: (1) The names of the individuals who are to serve as initial directors; (2) The purpose or purposes for which the corporation is formed, but in the absence of a statement of the purpose or purposes or except as expressly set forth in such statement, the purpose for which any corporation is formed is to engage in any lawful act or activity for which a corporation may be formed under this chapter, and all lawful acts and activities of the corporation are within the purposes of the corporation; (3) Any priority or other method for balancing the purposes for which the corporation is formed; (4) Any lawful provision for the purpose of defining, limiting, or regulating the exercise of the authority of the corporation, the incorporators, the directors, the officers, the shareholders, or the holders of any class of shares; (5) Any provision that may be set forth in the regulations; (6) A provision specifying the period of existence of the corporation if it is to be otherwise than perpetual; (7) A provision eliminating the right of every shareholder to vote cumulatively in the election of directors; (8) Any additional provision permitted by this chapter. (C) A written appointment of a statutory agent for the purposes set forth in section 1701.07 of the Revised Code shall be filed with the articles, unless the corporation belongs to one of the classes mentioned in division (N) of that section. (D) The legal existence of the corporation begins upon the filing of the articles or on a later date specified in the articles that is not more than ninety days after filing, and, unless the articles otherwise provide, its period of existence shall be perpetual. Last updated August 5, 2025 at 9:52 AM
Ohio Rev. Code § 1710.12 — Ohio Revised Code / Title 17 / Chapter 1710 / § 1710.12
§ 1710.12. Issuing bonds and notes in anticipation of collection of any special assessments
Status: in_force

October 26, 1995 Senate Bill 96 - 121st General Assembly Any participating political subdivision of a special improvement district may issue bonds and notes in anticipation of collection of any special assessments authorized by this chapter. All proceeds of any assessments, bonds, or notes issued to fund any public improvements or public services plan under this chapter shall first be applied by the political subdivision to payment of those bonds or notes and any interest on them, as required by section 133.17 of the Revised Code. Any remaining proceeds shall be turned over to the treasurer of the district and deposited in a district account to be used for the purposes for which the assessment was made or for which the bonds or notes were issued.
Ohio Rev. Code § 1733.151 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.151
§ 1733.151. Plan for educating directors, committee members, and senior management officials as to duties and responsibilities
Status: in_force

September 29, 1994 House Bill 695 - 120th General Assembly (A) The board of directors of each credit union shall annually prepare a plan for educating each of its directors, committee members, and senior management officials as to the duties and responsibilities that accompany their respective positions. One copy of the plan shall be maintained in the files of the credit union. Evidence of compliance with the plan by each director, committee member, or senior management official shall also be maintained in the files of the credit union. The plan may, without limitation, require the directors, committee members, or senior management officials to acquire and read materials, attend seminars or workshops, view films or tapes, or a combination of these. (B) The preparation of and compliance with any educational plan under division (A) of this section shall not be construed to limit the civil or criminal liability of the directors, committee members, or senior management officials due to their omission of any duties and responsibilities that accompany their respective positions.
Ohio Rev. Code § 1751.75 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.75
§ 1751.75. Determination that accreditation constitutes compliance
Status: in_force

September 29, 2017 House Bill 49 - 132nd General Assembly A health insuring corporation may present evidence of compliance with the requirements of sections 1751.73 and 1751.74 of the Revised Code by submitting certification to the superintendent of insurance of its accreditation by an independent, private accrediting organization, such as the national committee on quality assurance, the national quality health council, the joint commission on accreditation of health care organizations, the accreditation association for ambulatory health care, or the American accreditation healthcare commission/utilization review accreditation commission. The superintendent, upon review of the organization's accreditation process, may determine that such accreditation constitutes compliance by the health insuring corporation with the requirements of these sections.
Ohio Rev. Code § 1746.19 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.19
§ 1746.19. Foreign business trusts
Status: in_force

March 18, 1983 Senate Bill 435 - 114th General Assembly Chapter 1746. of the Revised Code is applicable to a foreign business trust that has made the filings described in section 1746.04 of the Revised Code, except to the extent that such provisions may be inconsistent with the applicable laws of the state or jurisdiction under which the foreign business trust was organized.
Ohio Rev. Code § 1751.13 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.13
§ 1751.13. Contracts with providers and health care facilities
Status: in_force

September 10, 2012 House Bill 487 - 129th General Assembly (A)(1)(a) A health insuring corporation shall, either directly or indirectly, enter into contracts for the provision of health care services with a sufficient number and types of providers and health care facilities to ensure that all covered health care services will be accessible to enrollees from a contracted provider or health care facility. (b) A health insuring corporation shall not refuse to contract with a physician for the provision of health care services or refuse to recognize a physician as a specialist on the basis that the physician attended an educational program or a residency program approved or certified by the American osteopathic association. A health insuring corporation shall not refuse to contract with a health care facility for the provision of health care services on the basis that the health care facility is certified or accredited by the American osteopathic association or that the health care facility is an osteopathic hospital. (c) Nothing in division (A)(1)(b) of this section shall be construed to require a health insuring corporation to make a benefit payment under a closed panel plan to a physician or health care facility with which the health insuring corporation does not have a contract, provided that none of the bases set forth in that division are used as a reason for failing to make a benefit payment. (2) When a health insuring corporation is unable to provide a covered health care service from a contracted provider or health care facility, the health insuring corporation must provide that health care service from a noncontracted provider or health care facility consistent with the terms of the enrollee's policy, contract, certificate, or agreement. The health insuring corporation shall either ensure that the health care service be provided at no greater cost to the enrollee than if the enrollee had obtained the health care service from a contracted provider or health care facility, or make other arrangements acceptable to the superintendent of insurance. (3) Nothing in this section shall prohibit a health insuring corporation from entering into contracts with out-of-state providers or health care facilities that are licensed, certified, accredited, or otherwise authorized in that state. (B)(1) A health insuring corporation shall, either directly or indirectly, enter into contracts with all providers and health care facilities through which health care services are provided to its enrollees. (2) A health insuring corporation, upon written request, shall assist its contracted providers in finding stop-loss or reinsurance carriers. (C) A health insuring corporation shall file an annual certificate with the superintendent certifying that all provider contracts and contracts with health care facilities through which health care services are being provided contain the following: (1) A description of the method by which the provider or health care facility will be notified of the specific health care services for which the provider or health care facility will be responsible, including any limitations or conditions on such services; (2) The specific hold harmless provision specifying protection of enrollees set forth as follows: "[Provider/Health Care Facility] agrees that in no event, including but not limited to nonpayment by the health insuring corporation, insolvency of the health insuring corporation, or breach of this agreement, shall [Provider/Health Care Facility] bill, charge, collect a deposit from, seek remuneration or reimbursement from, or have any recourse against, a subscriber, enrollee, person to whom health care services have been provided, or person acting on behalf of the covered enrollee, for health care services provided pursuant to this agreement. This does not prohibit [Provider/Health Care Facility] from collecting co-insurance, deductibles, or copayments as specifically provided in the evidence of coverage, or fees for uncovered health care services delivered on a fee-for-service basis to persons referenced above, nor from any recourse against the health insuring corporation or its successor." (3) Provisions requiring the provider or health care facility to continue to provide covered health care services to enrollees in the event of the health insuring corporation's insolvency or discontinuance of operations. The provisions shall require the provider or health care facility to continue to provide covered health care services to enrollees as needed to complete any medically necessary procedures commenced but unfinished at the time of the health insuring corporation's insolvency or discontinuance of operations. The completion of a medically necessary procedure shall include the rendering of all covered health care services that constitute medically necessary follow-up care for that procedure. If an enrollee is receiving necessary inpatient care at a hospital, the provisions may limit the required provision of covered health care services relating to that inpatient care in accordance with division (D)(3) of section 1751.11 of the Revised Code, and may also limit such required provision of covered health care services to the period ending thirty days after the health insuring corporation's insolvency or discontinuance of operations. The provisions required by division (C)(3) of this section shall not require any provider or health care facility to continue to provide any covered health care service after the occurrence of any of the following: (a) The end of the thirty-day period following the entry of a liquidation order under Chapter 3903. of the Revised Code; (b) The end of the enrollee's period of coverage for a contractual prepayment or premium; (c) The enrollee obtains equivalent coverage with another health insuring corporation or insurer, or the enrollee's employer obtains such coverage for the enrollee; (d) The enrollee or the enrollee's employer terminates coverage under the contract; (e) A liquidator effects a transfer of the health insuring corporation's obligations under the contract under division (A)(8) of section 3903.21 of the Revised Code. (4) A provision clearly stating the rights and responsibilities of the health insuring corporation, and of the contracted providers and health care facilities, with respect to administrative policies and programs, including, but not limited to, payments systems, utilization review, quality assurance, assessment, and improvement programs, credentialing, confidentiality requirements, and any applicable federal or state programs; (5) A provision regarding the availability and confidentiality of those health records maintained by providers and health care facilities to monitor and evaluate the quality of care, to conduct evaluations and audits, and to determine on a concurrent or retrospective basis the necessity of and appropriateness of health care services provided to enrollees. The provision shall include terms requiring the provider or health care facility to make these health records available to appropriate state and federal authorities involved in assessing the quality of care or in investigating the grievances or complaints of enrollees, and requiring the provider or health care facility to comply with applicable state and federal laws related to the confidentiality of medical or health records. (6) A provision that states that contractual rights and responsibilities may not be assigned or delegated by the provider or health care facility without the prior written consent of the health insuring corporation; (7) A provision requiring the provider or health care facility to maintain adequate professional liability and malpractice insurance. The provision shall also require the provider or health care facility to notify the health insuring corporation not more than ten days after the provider's or health care facility's receipt of notice of any reduction or cancellation of such coverage. (8) A provision requiring the provider or health care facility to observe, protect, and promote the rights of enrollees as patients; (9) A provision requiring the provider or health care facility to provide health care services without discrimination on the basis of a patient's participation in the health care plan, age, sex, ethnicity, religion, sexual preference, health status, or disability, and without regard to the source of payments made for health care services rendered to a patient. This requirement shall not apply to circumstances when the provider or health care facility appropriately does not render services due to limitations arising from the provider's or health care facility's lack of training, experience, or skill, or due to licensing restrictions. (10) A provision containing the specifics of any obligation on the primary care provider to provide, or to arrange for the provision of, covered health care services twenty-four hours per day, seven days per week; (11) A provision setting forth procedures for the resolution of disputes arising out of the contract; (12) A provision stating that the hold harmless provision required by division (C)(2) of this section shall survive the termination of the contract with respect to services covered and provided under the contract during the time the contract was in effect, regardless of the reason for the termination, including the insolvency of the health insuring corporation; (13) A provision requiring those terms that are used in the contract and that are defined by this chapter, be used in the contract in a manner consistent with those definitions. This division does not apply to the coverage of beneficiaries enrolled in medicare pursuant to a medicare risk contract or medicare cost contract, or to the coverage of beneficiaries enrolled in the federal employee health benefits program pursuant to 5 U.S.C.A. 8905, or to the coverage of medicaid recipients, or to the coverage of beneficiaries under any federal health care program regulated by a federal regulatory body, or to the coverage of beneficiaries under any contract covering officers or employees of the state that has been entered into by the department of administrative services. (D)(1) No health insuring corporation contract with a provider or health care facility shall contain any of the following: (a) A provision that directly or indirectly offers an inducement to the provider or health care facility to reduce or limit medically necessary health care services to a covered enrollee; (b) A provision that penalizes a provider or health care facility that assists an enrollee to seek a reconsideration of the health insuring corporation's decision to deny or limit benefits to the enrollee; (c) A provision that limits or otherwise restricts the provider's or health care facility's ethical and legal responsibility to fully advise enrollees about their medical condition and about medically appropriate treatment options; (d) A provision that penalizes a provider or health care facility for principally advocating for medically necessary health care services; (e) A provision that penalizes a provider or health care facility for providing information or testimony to a legislative or regulatory body or agency. This shall not be construed to prohibit a health insuring corporation from penalizing a provider or health care facility that provides information or testimony that is libelous or slanderous or that discloses trade secrets which the provider or health care facility has no privilege or permission to disclose. (f) A provision that violates Chapter 3963. of the Revised Code. (2) Nothing in this division shall be construed to prohibit a health insuring corporation from doing either of the following: (a) Making a determination not to reimburse or pay for a particular medical treatment or other health care service; (b) Enforcing reasonable peer review or utilization review protocols, or determining whether a particular provider or health care facility has complied with these protocols. (E) Any contract between a health insuring corporation and an intermediary organization shall clearly specify that the health insuring corporation must approve or disapprove the participation of any provider or health care facility with which the intermediary organization contracts. (F) If an intermediary organization that is not a health delivery network contracting solely with self-insured employers subcontracts with a provider or health care facility, the subcontract with the provider or health care facility shall do all of the following: (1) Contain the provisions required by divisions (C) and (G) of this section, as made applicable to an intermediary organization, without the inclusion of inducements or penalties described in division (D) of this section; (2) Acknowledge that the health insuring corporation is a third-party beneficiary to the agreement; (3) Acknowledge the health insuring corporation's role in approving the participation of the provider or health care facility, pursuant to division (E) of this section. (G) Any provider contract or contract with a health care facility shall clearly specify the health insuring corporation's statutory responsibility to monitor and oversee the offering of covered health care services to its enrollees. (H)(1) A health insuring corporation shall maintain its provider contracts and its contracts with health care facilities at one or more of its places of business in this state, and shall provide copies of these contracts to facilitate regulatory review upon written notice by the superintendent of insurance. (2) Any contract with an intermediary organization that accepts compensation shall include provisions requiring the intermediary organization to provide the superintendent with regulatory access to all books, records, financial information, and documents related to the provision of health care services to subscribers and enrollees under the contract. The contract shall require the intermediary organization to maintain such books, records, financial information, and documents at its principal place of business in this state and to preserve them for at least three years in a manner that facilitates regulatory review. (I)(1) A health insuring corporation shall notify its affected enrollees of the termination of a contract for the provision of health care services between the health insuring corporation and a primary care physician or hospital, by mail, within thirty days after the termination of the contract. (a) Notice shall be given to subscribers of the termination of a contract with a primary care physician if the subscriber, or a dependent covered under the subscriber's health care coverage, has received health care services from the primary care physician within the previous twelve months or if the subscriber or dependent has selected the physician as the subscriber's or dependent's primary care physician within the previous twelve months. (b) Notice shall be given to subscribers of the termination of a contract with a hospital if the subscriber, or a dependent covered under the subscriber's health care coverage, has received health care services from that hospital within the previous twelve months. (2) The health insuring corporation shall pay, in accordance with the terms of the contract, for all covered health care services rendered to an enrollee by a primary care physician or hospital between the date of the termination of the contract and five days after the notification of the contract termination is mailed to a subscriber at the subscriber's last known address. (J) Divisions (A) and (B) of this section do not apply to any health insuring corporation that, on June 4, 1997, holds a certificate of authority or license to operate under Chapter 1740. of the Revised Code. (K) Nothing in this section shall restrict the governing body of a hospital from exercising the authority granted it pursuant to section 3701.351 of the Revised Code.
Ohio Rev. Code § 1711.34 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.34
§ 1711.34. Purchase of additional fairgrounds
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly If the law makes it the duty of the board of county commissioners to purchase additional fairgrounds for the use of a county agricultural society, the board of directors of such society shall prosecute the proceedings for appropriation to their final conclusion, except as to payment of purchase money, before the board of county commissioners can be called upon to act in the matter. Then the board of county commissioners shall make such payment or deposit, not above fifteen thousand dollars in amount, as such board of directors or the court having jurisdiction in such proceedings requires, and delay by the board of county commissioners in so doing shall not prevent such purchase or appropriation.
Ohio Rev. Code § 1715.30 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.30
§ 1715.30. Fiscal trustees - powers
Status: in_force

October 25, 1978 House Bill 349 - 112th General Assembly Fiscal trustees appointed for a benevolent association under section 1715.29 of the Revised Code shall have the exclusive authority, in the name and behalf of such association, to demand, take, and possess all the endowment, capital, funds, or property which the association has or may be entitled to, and securely to manage, invest, change, and dispose of these at their will, for the benefit of the association, so as to yield a regular income. Every three months, or oftener if necessary and convenient, they must give account of all such funds, property, and income to the proper board of trustees, managers, or directors of the association, and collect and pay over to them or their order all the net income of such investments, after deducting the necessary expenses of the trust. No charge or allowance for the services of such fiscal trustees shall be made. For such purposes, such fiscal trustees may, in the name of the association, contract and be contracted with, prosecute and defend suits, and receive, hold, and dispose of all money and property which the association may have, acquire, or be entitled to, by gift, purchase, or otherwise, for its endowment, and may, when necessary for such purposes, use the common seal of the corporation. Such fiscal trustees shall not have any power, or control over the institution or affairs of the corporation, other than its fiscal affairs, nor shall they be liable for its debts or for anything else but their own acts or negligence.
Ohio Rev. Code § 1715.26 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.26
§ 1715.26. Dissolution of association
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Subject to the contract rights of its members, an incorporated young men's Christian association may dissolve by a majority vote of the membership and by filing with the secretary of state a copy of the certificate of its action.
Ohio Rev. Code § 1739.15 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.15
§ 1739.15. Liability of members
Status: in_force

April 9, 1993 House Bill 689 - 119th General Assembly (A) A member of a multiple employer welfare arrangement operating a group self-insurance program is liable for all legal obligations of the arrangement, including any obligations of the arrangement to pay claims against it arising out of any occurrence, incident, or accident covered under sections 1739.01 to 1739.22 of the Revised Code, in proportion to the ratio of the total number of covered employees employed by the member on the first day of the month that the obligation arose to the total number of covered employees employed by all members of the arrangement at the time the obligation arose. (B) Division (A) of this section applies only to the extent that the total legal obligations of the multiple employer welfare arrangement exceed the amount of any separate reserve fund that is established by the arrangement for payment of the legal obligations of the arrangement, provided the fund consists only of amounts in excess of the minimum reserves required under division (A) of section 1739.11 of the Revised Code. (C) A multiple employer welfare arrangement operating a group self-insurance program may sue and be sued in its own name. If the principal place of business of the arrangement is located in this state, service of process shall be perfected upon the arrangement by serving its registered agent in this state for service of process or by serving the arrangement in accordance with the laws of this state. If the principal place of business of the arrangement is not located in this state, the arrangement shall agree and consent that a civil action may be commenced against it in the court of common pleas of the county of this state in which the cause of action arose or in which the plaintiff resides. Service of process in the action shall be perfected upon the arrangement by serving the superintendent of insurance in accordance with the laws of this state.
Ohio Rev. Code § 1711.31 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.31
§ 1711.31. Control of lands when title vested in county commissioners - division of moneys when land appropriated for another public purpose
Status: in_force

November 25, 1969 House Bill 415 - 108th General Assembly When the title to grounds and improvements occupied by an agricultural society is in the board of county commissioners, the control and management of such lands and improvements shall be vested in the board of directors of such society so long as they are occupied by it and used by it for holding agricultural fairs. When the title to such grounds or improvements, or any part thereof, is appropriated for another public purpose or sold to an agency which has the power to so appropriate, if such society notifies the county commissioners of an intention to proceed under section 1711.25 to 1711.32 , inclusive, of the Revised Code, to replace such property, the moneys shall be divided between the county and the society in accordance with the respective values of the interest of each in such property, as determined by agreement of the parties or pursuant to section 163.18 of the Revised Code. Each share of such moneys shall be held by the respective party solely for use in replacement of its respective interest in such property notwithstanding any limitations on expenditures otherwise provided in Chapter 1711. of the Revised Code. Moneys realized by the society in holding county fairs and from renting or leasing all or part of the grounds and buildings for the conduct of fairs or otherwise, over and above the necessary expenses thereof, shall be paid into the treasury of the society and used as a fund for keeping such grounds and buildings in good order and repair and for making other improvements deemed necessary by the society's directors.
Ohio Rev. Code § 1721.072 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.072
§ 1721.072. Reinterment or disinterment of product of fetal death
Status: in_force

September 12, 2008 Senate Bill 175 - 127th General Assembly (A) Subject to division (B) of this section, re-interment or disinterment of the product of a fetal death buried in accordance with division (C)(2) of section 1721.071 of the Revised Code is not subject to section 517.24 of the Revised Code if one or both surviving parents provide written consent for the re-interment or disinterment to the cemetery and comply with any rules adopted under division (B) of section 1721.071 of the Revised Code. (B) If two surviving parents are indicated on the cemetery's burial documents for the product of a fetal death buried in accordance with division (C)(2) of section 1721.071 of the Revised Code and only one has given consent under division (A) of this section, prior to re-interment or disinterment, the cemetery promptly shall give notice of the consent to the parent who did not give consent. The notice shall be sent by registered mail, return receipt requested, to the parent's last known address and contain a statement that the re-interment or disinterment will occur if the cemetery does not receive written objection within thirty days from the date the notice is sent. That parent may object to the re-interment or disinterment by giving notice to the cemetery by registered mail, return receipt requested, not later than thirty days after the cemetery's notice is sent. If the cemetery receives timely notice of the objection, the re-interment or disinterment is subject to section 517.24 of the Revised Code. (C) A cemetery shall re-inter or disinter the product of a fetal death if both surviving parents provide written consent for the re-interment or disinterment or if one parent consents and the cemetery does not receive timely notice of an objection under division (B) of this section.
Ohio Rev. Code § 1719.11 — Ohio Revised Code / Title 17 / Chapter 1719 / § 1719.11
§ 1719.11. Constitution and bylaws
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The board of directors of a charitable trust incorporated under sections 1719.06 to 1719.12 , inclusive, of the Revised Code, may adopt and change organic rules, regulations, and bylaws.
Ohio Rev. Code § 1711.32 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.32
§ 1711.32. Execution of conveyance of fairgrounds
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Conveyances of grounds sold under section 1711.25 of the Revised Code, which are owned exclusively by any county agricultural society, may be executed by the president of such society, as such. Grounds owned partly by such a society and partly by the county may be conveyed by deed executed by the president of the society, as such, and by the board of county commissioners.
Ohio Rev. Code § 1728.07 — Ohio Revised Code / Title 17 / Chapter 1728 / § 1728.07
§ 1728.07. Form of financial agreement for approved project
Status: in_force

September 29, 2011 House Bill 153 - 129th General Assembly Every approved project shall be evidenced by a financial agreement between the municipal corporation and the community urban redevelopment corporation. Such agreement shall be prepared by the community urban redevelopment corporation and submitted as a separate part of its application for project approval. The financial agreement shall be in the form of a contract requiring full performance within twenty years from the date of completion of the project and shall, as a minimum, include the following: (A) That all improvements in the project to be constructed or acquired by the corporation shall be exempt from taxation, subject to section 1728.10 of the Revised Code; (B) That the corporation shall make payments in lieu of real estate taxes not less than the amount as provided by section 1728.11 of the Revised Code; or if the municipal corporation is an impacted city, not less than the amount as provided by section 1728.111 of the Revised Code; (C) That the corporation, its successors and assigns, shall use, develop, and redevelop the real property of the project in accordance with, and for the period of, the community development plan approved by the governing body of the municipal corporation for the blighted area in which the project is situated and shall so bind its successors and assigns by appropriate agreements and covenants running with the land enforceable by the municipal corporation. (D) If the municipal corporation is an impacted city, the extent of the undertakings and activities of the corporation for the elimination and for the prevention of the development or spread of blight. (E) That the corporation or the municipal corporation, or both, shall provide for carrying out relocation of persons, families, business concerns, and others displaced by the project, pursuant to a relocation plan, including the method for the relocation of residents in decent, safe, and sanitary dwelling accommodations, and reasonable moving costs, determined to be feasible by the governing body of the municipal corporation. Where the relocation plan is carried out by the corporation, its officers, employees, agents, or lessees, the municipal corporation shall enforce and supervise the corporation's compliance with the relocation plan. If the corporation refuses or fails to comply with the relocation plan and the municipal corporation fails or refuses to enforce compliance with such plan, the director of development may request the attorney general to commence a civil action against the municipality and the corporation to require compliance with such relocation plan. Prior to requesting action by the attorney general the director shall give notice of the proposed action to the municipality and the corporation, provide an opportunity to such municipality and corporation for discussions on the matter, and allow a reasonable time in which the corporation may begin compliance with the relocation plan, or the municipality may commence enforcement of the relocation plan. (F) That the corporation shall submit annually, within ninety days after the close of its fiscal year, its auditor's reports to the mayor and governing body of the municipal corporation; (G) That the corporation shall, upon request, permit inspection of property, equipment, buildings, and other facilities of the corporation, and also permit examination and audit of its books, contracts, records, documents, and papers by authorized representatives of the municipal corporation; (H) That in the event of any dispute between the parties the matters in controversy shall be resolved by arbitration in the manner provided therein; (I) That operation under the financial agreement is terminable by the corporation in the manner provided by Chapter 1728. of the Revised Code; (J) That the corporation shall, at all times prior to the expiration or other termination of the financial agreement, remain bound by Chapter 1728. of the Revised Code; (K) Modifications of the financial agreement may from time to time be made by agreement between the governing body of the municipal corporation and the community urban redevelopment corporation.
Ohio Rev. Code § 1753.09 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.09
§ 1753.09. Terminating participation of provider
Status: in_force

October 24, 2024 Senate Bill 40 - 135th General Assembly (A) Except as provided in division (D) of this section, prior to terminating the participation of a provider on the basis of the participating provider's failure to meet the health insuring corporation's standards for quality or utilization in the delivery of health care services, a health insuring corporation shall give the participating provider notice of the reason or reasons for its decision to terminate the provider's participation and an opportunity to take corrective action. The health insuring corporation shall develop a performance improvement plan in conjunction with the participating provider. If after being afforded the opportunity to comply with the performance improvement plan, the participating provider fails to do so, the health insuring corporation may terminate the participation of the provider. (B)(1) A participating provider whose participation has been terminated under division (A) of this section may appeal the termination to the appropriate medical director of the health insuring corporation. The medical director shall give the participating provider an opportunity to discuss with the medical director the reason or reasons for the termination. (2) If a satisfactory resolution of a participating provider's appeal cannot be reached under division (B)(1) of this section, the participating provider may appeal the termination to a panel composed of participating providers who have comparable or higher levels of education and training than the participating provider making the appeal. A representative of the participating provider's specialty shall be a member of the panel, if possible. This panel shall hold a hearing, and shall render its recommendation in the appeal within thirty days after holding the hearing. The recommendation shall be presented to the medical director and to the participating provider. (3) The medical director shall review and consider the panel's recommendation before making a decision. The decision rendered by the medical director shall be final. (C) A provider's status as a participating provider shall remain in effect during the appeal process set forth in division (B) of this section unless the termination was based on any of the reasons listed in division (D) of this section. (D) Notwithstanding division (A) of this section, a provider's participation may be immediately terminated if the participating provider's conduct presents an imminent risk of harm to an enrollee or enrollees; or if there has occurred unacceptable quality of care, fraud, patient abuse, loss of clinical privileges, loss of professional liability coverage, incompetence, or loss of authority to practice in the participating provider's field; or if a governmental action has impaired the participating provider's ability to practice. (E) Divisions (A) to (D) of this section apply only to providers who are natural persons. (F)(1) Nothing in this section prohibits a health insuring corporation from rejecting a provider's application for participation, or from terminating a participating provider's contract, if the health insuring corporation determines that the health care needs of its enrollees are being met and no need exists for the provider's or participating provider's services. (2) Nothing in this section shall be construed as prohibiting a health insuring corporation from terminating a participating provider who does not meet the terms and conditions of the participating provider's contract. (3) Nothing in this section shall be construed as prohibiting a health insuring corporation from terminating a participating provider's contract pursuant to any provision of the contract described in division (G)(2) of section 3963.02 of the Revised Code, except that, notwithstanding any provision of a contract described in that division, this section applies to the termination of a participating provider's contract for any of the causes described in divisions (A), (D), and (F)(1) and (2) of this section. (G) The superintendent of insurance may adopt rules as necessary to implement and enforce sections 1753.06 , 1753.07 , and 1753.09 of the Revised Code. Such rules shall be adopted in accordance with Chapter 119. of the Revised Code. Last updated August 22, 2024 at 4:17 PM
Ohio Rev. Code § 1733.06 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.06
§ 1733.06. Statutory agent
Status: in_force

May 20, 2014 Senate Bill 98 - 130th General Assembly Every credit union shall have and maintain a statutory agent upon whom any process, notice, or demand required or permitted by statute to be served upon a credit union 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.
Ohio Rev. Code § 1782.49 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.49
§ 1782.49. Application for registration of foreign limited partnership
Status: in_force

May 20, 2014 Senate Bill 98 - 130th General Assembly Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state an application for registration as a foreign limited partnership. The application shall be on a form prescribed by the secretary of state, shall be signed by a general partner, and shall set forth all of the following: (A) The name of the foreign limited partnership; (B) The state and date of its formation; (C) The name and address of the agent for service of process on the foreign limited partnership, whom the foreign limited partnership shall appoint. The agent shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state. (D) A statement that the secretary of state is appointed the agent of the foreign limited partnership for service of process if an agent has not been appointed under division (C) of this section, or, if an agent is appointed, the agent's authority has been revoked or the agent is not found or served after the exercise of reasonable diligence; (E) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership; (F) The names and business or residence addresses of the general partners; (G) The address of the office at which is kept a list of the names and business or residence addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the registration of the foreign limited partnership in this state is canceled or withdrawn.
Ohio Rev. Code § 1782.08 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.08
§ 1782.08. Certificate of limited partnership required - filing, contents
Status: in_force

June 6, 2001 House Bill 94 - 124th General Assembly (A) To form a limited partnership, a certificate of limited partnership shall be executed and filed with the secretary of state, as provided in section 1782.13 of the Revised Code. The certificate shall be on a form prescribed by the secretary of state and shall set forth all of the following: (1) The name of the limited partnership; (2) The address of the principal place of business of the limited partnership; (3) The name and business or residence address of each general partner; (4) Any other matters that the general partners determine to include in the certificate. (B) A written appointment of a statutory agent for the purpose set forth in section 1782.04 of the Revised Code shall be filed with the certificate of limited partnership. (C) A limited partnership is an entity formed at the time of filing the certificate of limited partnership pursuant to section 1782.13 of the Revised Code or at any later time specified in the certificate if, in either case, there has been substantial compliance with the requirements of divisions (A) and (B) of this section.
Ohio Rev. Code § 1733.10 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.10
§ 1733.10. Initial meeting of board of directors
Status: in_force

July 14, 1987 Senate Bill 149 - 117th General Assembly (A) Within three business days following their election, the board of directors shall meet and elect or appoint officers and committees pursuant to the provisions of the regulations. (B) At the first meeting of the board of directors, the directors shall take such other actions as are required of them by the articles or regulations, and may take any other actions authorized by the law, the articles, or regulations. (C) Each director and officer of a credit union shall, when appointed or elected, take an oath that he will, so far as the duty devolves upon him, diligently and honestly administer the affairs of the credit union, and will not knowingly violate, or willingly permit to be violated, any law applicable to such credit union. Such oath shall be subscribed by the person making it, and certified by an officer authorized to administer oaths. A copy shall be filed in the records of the credit union.
Ohio Rev. Code § 1728.02 — Ohio Revised Code / Title 17 / Chapter 1728 / § 1728.02
§ 1728.02. Required provisions in articles of incorporation
Status: in_force

November 22, 1973 Senate Bill 90 - 110th General Assembly (A) Any corporation formed, or which shall be formed, under Chapter 1701. or 1702. of the Revised Code may qualify to operate under Chapter 1728. of the Revised Code, if its articles of incorporation, originally or by amendment thereof, contain the following provisions: (1) The name of the corporation shall include the words "community urban redevelopment." (2) The object for which it is formed shall be to operate under Chapter 1728. of the Revised Code, and to initiate and conduct projects for the clearance, replanning, development, and redevelopment of blighted areas within municipal corporations and, when so authorized by financial agreement with a municipal corporation pursuant to section 1728.07 of the Revised Code, to acquire, plan, develop, construct, alter, maintain, or operate one or more projects, under such conditions of use, ownership, management, and control as are regulated pursuant to Chapter 1728. of the Revised Code. (3) A declaration that the corporation has been organized to serve a public purpose, that its operation shall be directed towards providing for and making possible the original acquisition, to the extent agreed to by the governing body of a city, clearance, replanning, development, or redevelopment of blighted areas or the acquisition, management, and operation of a project; and that it is subject to regulation by the municipal corporation in which its project is situated for as long as it remains obligated under a financial agreement as provided in section 1728.07 of the Revised Code. (B) Any community urban redevelopment corporation qualifying under Chapter 1728. of the Revised Code, may undertake a project, and when so authorized by a financial agreement with a municipal corporation pursuant to section 1728.07 of the Revised Code, may acquire, plan, develop, construct, alter, maintain, or operate one or more projects. The conditions of use, ownership, management, and control of the improvements in any such project shall be regulated as provided in Chapter 1728. of the Revised Code.
Ohio Rev. Code § 1753.41 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.41
§ 1753.41. When notices are effective
Status: in_force

March 15, 2001 House Bill 714 - 123rd General Assembly Unless otherwise provided, all notices sent to a health insuring corporation by the superintendent of insurance that may result in regulatory action under sections 1753.31 to 1753.43 of the Revised Code shall be effective upon dispatch if transmitted by registered or certified mail. Any other notice transmitted shall be effective upon the health insuring corporation's receipt of the notice.
Ohio Rev. Code § 1782.439 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.439
§ 1782.439. Conversion of domestic limited partnership into another entity
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic limited partnership may be converted into a domestic or foreign entity other than a domestic limited partnership. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converted entity will exist. (B)(1) The written declaration of conversion shall set forth all of the following: (a) The name and form of entity that is being converted, the name of the entity into which the entity will be converted, the form of the converted entity, and the jurisdiction of formation of the converted entity; (b) If the converted entity is a domestic entity, the complete terms of all documents required under the applicable chapter of the Revised Code to form the converted entity; (c) If the converted entity is a foreign entity, all of the following: (i) The complete terms of all documents required under the law of its formation to form the converted entity; (ii) The consent of the converted entity to be sued and served with process in this state, and the irrevocable appointment of the secretary of state as the agent of the converted entity to accept service of process in this state to enforce against the converted entity any obligation of the converting limited partnership or to enforce the rights of a dissenting limited partner of the converting limited partnership; (iii) If the converted entity desires to transact business in this state, the information required to qualify or be licensed under the applicable chapter of the Revised Code ; (d) All other statements and matters required to be set forth in the declaration of conversion by the applicable chapter of the Revised Code if the converted entity is a domestic entity, or by the laws under which the converted entity will be formed, if the converted entity is a foreign entity. (e) The terms of the conversion; the mode of carrying them into effect; and the manner and basis of converting the interests or shares of the converting limited partnership into, or substituting the interests in the converting partnership for, interests, evidences of indebtedness, other securities, cash, rights, or any other property or any combination of interests, evidences of indebtedness, other securities, cash, rights, or any other property of the converted entity. (2) No conversion or substitution described in this section shall be effected if there are reasonable grounds to believe that the conversion or substitution would render the converted entity unable to pay its obligations as they become due in the usual course of its affairs. (C) The written declaration of conversion may set forth any of the following: (1) The effective date of the conversion, which date may be on or after the date of the filing of the certificate of conversion pursuant to section 1782.4310 of the Revised Code; (2) A provision authorizing the converting limited partnership to abandon the proposed conversion by action of the general partners of the converting limited partnership taken prior to the filing of the certificate of conversion pursuant to section 1782.4310 of the Revised Code; (3) A statement of, or a statement of the method to be used to determine, the fair value of the assets owned by the converting limited partnership at the time of the conversion; (4) The parties to the declaration of conversion in addition to the converting entity; (5) Any additional provision necessary or desirable with respect to the proposed conversion or the converted entity. (D) The general partners of the converting domestic limited partnership and, unless otherwise provided in writing in the agreement of limited partnership, the limited partners of the converting domestic limited partnership must adopt the declaration of conversion in order to effect the conversion. Notwithstanding that the limited partners of a converting domestic limited partnership are not required to vote on a conversion, the declaration of conversion also must be adopted by the limited partners if the declaration of conversion makes any change to the partnership agreement then in effect or to the documents governing the organization of the converted entity, or authorizes any action that, if it were made or authorized apart from the conversion, would require such approval or adoption. (E)(1) All partners, whether or not they are entitled to vote or act, shall be given written notice of any meeting of limited partners of a converting domestic limited partnership or of any proposed action by limited partners of a converting domestic limited partnership, which meeting or action is to adopt a declaration of conversion. The notice shall be given to the partners either as provided in writing in the limited partnership agreement or by mail at the partners' addresses as they appear on the records of the limited partnership, or in person. Unless the limited partnership agreement provides a shorter or longer period, notice shall be given not less than seven and not more than sixty days before the meeting or the effective date of the action. (2) The notice described in division (E)(1) of this section shall be accompanied by a copy or a summary of the material provisions of the declaration of conversion. (F) The unanimous vote or action of the general partners, or a different number or proportion as provided in writing in the partnership agreement, is required to adopt a declaration of conversion. If the declaration of conversion would have an effect or authorize any action that under any applicable provision of law or the partnership agreement could be effected or authorized only by or pursuant to a specified vote or action of the partners, or of any class or group of partners, the declaration of conversion also must be adopted or approved by the same vote or action as would be required to effect that change or authorize that action. (G) Each person that will continue to be or that will become a general partner of a partnership that is a converted entity in a conversion specifically shall agree to continue or to become, as the case may be, a general partner of the partnership that is the converted entity. (H)(1) At any time before the filing of the certificate of conversion pursuant to section 1782.4310 of the Revised Code, the conversion may be abandoned by all of the general partners of the converting limited partnership or by any representatives authorized to do so by the declaration of conversion, or by the same vote as was required to adopt the declaration of conversion. (2) The declaration of conversion may contain a provision authorizing less than all of the general partners to amend the declaration of conversion at any time before the filing of the certificate of conversion, except that, after the adoption of the declaration of conversion by the general partners, less than all the general partners are not authorized to amend the declaration of conversion to do any of the following: (a) Alter or change the amount or kind of interests, shares, evidences of indebtedness, other securities, cash rights, or any other property to be received by the partners of the converting limited partnership in conversion of, or substitution for, their interests; (b) Alter or change any term of the organizational documents of the converted entity except for alterations or changes that are adopted with the vote or action of the persons the vote or action of which would be required for the alteration or change after the conversion; (c) Alter or change any other terms and conditions of the declaration of conversion if any of the alterations or changes, alone or in the aggregate, materially and adversely would affect the partners or any class or group of partners of the converting partnership.
Ohio Rev. Code § 1706.03 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.03
§ 1706.03. Knowledge and notification of facts
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A person knows a fact when either of the following is met: (1) The person has actual knowledge of the fact. (2) The person is deemed to know the fact under law other than this chapter. (B) A person has notice of a fact when any of the following is met: (1) The person knows of the fact. (2) The person receives notification of the fact. (3) The person has reason to know the fact from all the facts known to the person at the time. (4) The person is deemed to have notice of the fact under division (D) of this section. (C) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. (D) A person is deemed to have notice of the following: (1) The matters included in a limited liability company's articles of organization under divisions (A)(1) to (3) of section 1706.16 of the Revised Code, upon the filing of the articles; (2) A limited liability company's dissolution, ninety days after a certificate of dissolution under section 1706.471 of the Revised Code becomes effective; (3) A limited liability company's merger or conversion, ninety days after a certificate of merger under section 1706.712 of the Revised Code or certificate of conversion under section 1706.722 of the Revised Code becomes effective. (E) A member's knowledge, notice, or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice, or receipt of a notification of a fact by the limited liability company solely by reason of the member's capacity as a member.
Ohio Rev. Code § 1782.27 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.27
§ 1782.27. Contributions of partner
Status: in_force

April 1, 1985 House Bill 607 - 115th General Assembly The contributions of a partner may be in casy, other property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Ohio Rev. Code § 1701.821 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.821
§ 1701.821. Legal effect of conversion - action to set aside
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) Upon a conversion becoming effective, all of the following apply: (1) The converting entity is continued in the converted entity. (2) The converted entity exists, and the converting entity ceases to exist. (3) The converted entity possesses both of the following, and both of the following continue in the converted entity without any further act or deed: (a) Except to the extent limited by the requirements of applicable law, both of the following: (i) All assets and property of every description of the converting entity and every interest in the assets and property of the converted entity, wherever the assets, property, and interests are located. Title to any real estate or any interest in real estate that was vested in the converting entity does not revert or in any way is impaired by reason of the conversion. (ii) The rights, privileges, immunities, powers, franchises, and authority, whether of a public or a private nature, of the converting entity. (b) All obligations belonging or due to the converting entity. (4) All the rights of creditors of the converting entity are preserved unimpaired, and all liens upon the property of the converting entity are preserved unimpaired. If a general partner of a converting partnership is not a general partner of the entity resulting from the conversion, then the former general partner has no liability for any obligation incurred after the conversion except to the extent that a former creditor of the converting partnership in which the former general partner was a general partner extends credit to the converted entity reasonably believing that the former general partner continues as a general partner of the converted entity. (B) In the case of a conversion into a foreign corporation, limited liability company, or partnership that is not licensed or registered to transact business in this state, if the converted entity intends to transact business in this state, and the certificate of conversion is accompanied by the information described in division (B)(4) of section 1701.81 of the Revised Code, then on the effective date of the conversion, the converted entity is considered to have complied with the requirements for procuring a license or for registration to transact business in this state as a foreign corporation, limited liability company, limited partnership, or limited liability partnership as the case may be. In such a case, a copy of the certificate of conversion certified by the secretary of state constitutes the license certificate prescribed for a foreign corporation or the application for registration prescribed for a foreign limited liability company, foreign limited partnership, or foreign limited liability partnership. (C) Any action to set aside a conversion on the ground that any section of the Revised Code applicable to the conversion has not been complied with shall be brought within ninety days after the effective date of the conversion or is forever barred. (D) In the case of a converting or converted entity organized or existing under the laws of any state other than this state, this section is subject to the laws of the state under which that entity exists or in which it has property.
Ohio Rev. Code § 1701.29 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.29
§ 1701.29. Organizing and financing expenses
Status: in_force

October 11, 1955 House Bill 70 - 101st General Assembly A corporation may pay as cost of organization or reorganization the reasonable expenses incident thereto, and it may also pay or allow reasonable expenses, compensation, or discount for the sale, underwriting, or purchase of any of its shares; such payment or allowance shall not have the effect of rendering shares not fully paid and nonassessable.
Ohio Rev. Code § 1733.329 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.329
§ 1733.329. Credit union council
Status: in_force

March 20, 2019 House Bill 489 - 132nd General Assembly (A) There is hereby created in the division of financial institutions the credit union council, which shall consist of seven members. The deputy superintendent for credit unions shall be a member of the council and its chairperson. The governor, with the advice and consent of the senate, shall appoint the remaining six members. (B)(1) At least five of the six members appointed to the council shall have had credit union experience. (2) At least four of the six members appointed to the council shall be, at the time of appointment, individuals currently engaged in the exercise of duties, responsibilities, rights, and powers of a director or chief executive officer of a state-chartered credit union having its principal office in this state and doing business in this state pursuant to this chapter under the authority of the superintendent of financial institutions. (3) At least one of the six members appointed to the council shall be a director or chief executive officer of a state-chartered, federally insured credit union. (4) At least one of the six members appointed to the council shall be a director or chief executive officer of a state-chartered, privately insured credit union. (5) At least one of the six members appointed to the council shall be a director or chief executive officer of a state-chartered credit union with one hundred million dollars or less in assets. (C)(1) Initial appointments to the council shall be made within sixty days after September 22, 2000. Of the initial appointments, two shall expire one year after September 22, 2000, two shall expire two years after September 22, 2000, and two shall expire three years after September 22, 2000. Thereafter, terms of office shall be for three years. (2) Each member shall hold office from the date of appointment until the end of the term for which the member was appointed. In the case of a vacancy in the office of any member, the governor shall appoint a successor, who shall hold office for the remainder of the term for which the successor's predecessor was appointed. Any member shall continue in office subsequent to the expiration date of the member's term until the member's successor takes office, or until sixty days has elapsed, whichever occurs first. (3) If during a member's term on the council, the member ceases to be a director or chief executive officer of a credit union as described in divisions (B)(2) to (5) of this section for a period exceeding ninety days, the member shall be ineligible to continue to serve as a member of the council, and the member's position on the council shall be considered vacant. (D) No person appointed as a member of the credit union council may serve more than two consecutive full terms. However, a member may serve two consecutive full terms following the remainder of a term for which the member was appointed to fill a vacancy or following any term for which the member was appointed prior to September 22, 2000. (E)(1) The council shall hold regular meetings at the time and place it fixes, but at least once every six months, and shall meet at any time on call of the deputy superintendent to conduct its business and to decide by vote of the members the location of future meetings. Each member shall be provided with written notice of the time and location of each council meeting at least two days prior to the scheduled date of the meeting, unless the council by resolution provides for a shorter time. Four of the members of the council constitute a quorum to transact and vote on all business coming before the council. (2) The council, by a majority vote of those present at a meeting at which there is a quorum, may adopt and amend bylaws and rules the council considers necessary and proper. The council shall select one of its members as secretary, who shall keep a record of all its proceedings. (3) No member shall participate in a proceeding before the council involving any credit union of which the member is or was at any time in the preceding twelve months a member of the board of directors, an officer, an employee, or a shareholder. A member may refrain from participating in the proceedings of the council for any other cause the member considers sufficient. (F) The members of the council shall receive no salary, but their expenses incurred in performance of their duties shall be paid from funds appropriated for that purpose. (G) The governor may remove any of the six members appointed to the council whenever in the governor's judgment the public interest requires removal. Upon removing a member of the council, the governor shall file with the superintendent of financial institutions a statement of the cause for the removal.
Ohio Rev. Code § 1715.08 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.08
§ 1715.08. Consolidation of churches having same form of faith
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly When two or more religious societies, churches, or associations recognizing the same ecclesiastical jurisdiction, form of faith, government, order, and discipline, and incorporated in this state, desire to be consolidated or united as a single corporation, the elders, trustees, deacons, directors, or other known and legal representatives of such societies, churches, or associations may enter into an agreement for such union or consolidation and prescribe the terms thereof; the corporate name of such united society, church, or association; the time and place for the first meeting of the new corporation; and the number of members of each separate branch or organization to be chosen as directors, trustees, elders, or other officers for the new body. Such officers of the new body shall succeed to the rights, trusts, duties, and obligations of those officers who, in the separate organizations, held in trust the real and personal estate of such separate churches, societies, or associations, and shall hold such other estates as they deem necessary to complete the new corporation. No such agreement shall be valid until it has been submitted to a separate meeting of the members of each component organization, of which notice has been given according to the form and usage for calling meetings of such component organization, and ratified by a two-thirds vote of all present at such meeting in person or by proxy and entitled to vote according to the laws, regulations, or usages of such component organization. When the agreement has been ratified by each church, society, or association which is a party to the proposed united organization, the clerk or secretary of each meeting shall certify the record of its proceedings and deliver such record to the clerk or secretary of the first meeting of the united organization. If, at the first meeting of the united organization, the proceedings and acts of the several component organizations are submitted to and approved by it, and a board of trustees, directors, or other officers are chosen in accordance with the terms of the agreement for union or consolidation, the clerk or secretary of such meeting shall certify such agreement and file it in the office of the secretary of state, whereupon the several churches, societies, or associations which are parties thereto shall become one corporation. Such new corporation, with its officers and chosen representatives, shall succeed to and be invested with all the right, title, and interest in every species of property, and all the rights, privileges, and franchises, of each of the churches, societies, or associations which are parties to the agreement for union or consolidation, without any other act, conveyance, or transfer; and such new corporation shall be subject to all the liabilities and obligations of the component organizations.
Ohio Rev. Code § 1776.56 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.56
§ 1776.56. Dissociated partner's liability to other persons
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in division (B) of this section. (B) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under sections 1776.68 to 1776.79 of the Revised Code, within two years after the partner's dissociation, only if pursuant to section 1776.36 of the Revised Code the partner would have been liable for the obligation if the transaction had been entered into while the person was a partner and, at the time of entering into the transaction, all of the following were true: (1) The other party reasonably believed that the dissociated partner was then a partner and reasonably relied on that belief in entering into the transaction. (2) The other party did not have notice of the partner's dissociation. (3) The other party is not deemed to have had knowledge under division (E) of section 1776.33 of the Revised Code or notice under division (C) of section 1776.57 of the Revised Code. (C) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (D) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
Ohio Rev. Code § 1783.06 — Ohio Revised Code / Title 17 / Chapter 1783 / § 1783.06
§ 1783.06. Title to realty, conveyancing, and judicial proceedings to be in firm name
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly All real estate owned or purchased by a limited partnership association shall be held and owned, and conveyance thereof made, in the association name. When such an association executes a deed of conveyance, bonds with or without coupons, or mortgages to secure purchase or borrowed moneys, it may acknowledge such instruments by its chairman and its secretary. The association shall sue and be sued in the association name. When suit is brought against it, service shall be made upon its chairman, secretary, or treasurer, and such service shall be deemed as complete and effective as if made upon each member of the association.
Ohio Rev. Code § 1782.54 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.54
§ 1782.54. Failure to register of foreign limited partnership
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly (A) A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state. (B) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state. (C) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership having transacted business in this state without registration. (D) A foreign limited partnership, by transacting business in this state without registration, hereby appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.
Ohio Rev. Code § 1701.99 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.99
§ 1701.99. Penalty
Status: in_force

January 1, 1974 House Bill 511 - 109th General Assembly Whoever violates section 1701.97 of the Revised Code shall be fined not less than one hundred nor more than one thousand dollars. Disclaimer Contact About
Ohio Rev. Code § 1776.74 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.74
§ 1776.74. Certificate of conversion - effective date
Status: in_force

January 30, 2014 House Bill 72 - 130th General Assembly (A) Upon the adoption of a declaration of conversion pursuant to section 1776.72 or 1776.73 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 by the authorized representative 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 by this section. (B)(1) The certificate of conversion shall set forth all of the following: (a) The name and the 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 those 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 shareholder, partner, or 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 who has signed 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 new domestic corporation, limited liability company, limited partnership, or other partnership, any organizational document that would be filed upon the creation of the converted 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 division (B)(7), (8), (9), or (10) of section 1776.69 of the Revised Code. (4) If a domestic corporation or a foreign 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 (H) of section 1701.86 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 also 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 effected if there are reasonable grounds to believe that the conversion would render the converted entity unable to pay its obligations as the obligations become due in the usual course of the converted entity's affairs. (E) Upon request and payment of the fee specified in division (K)(2) of section 111.16 of the Revised Code, the secretary of state shall furnish a 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 the form of entity of the converted entity and the state under the law 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.