Ohio Rev. Code § 1753.38 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.38
§ 1753.38. Confidentiality
Status: in_force

March 15, 2001 House Bill 714 - 123rd General Assembly (A) The superintendent of insurance shall keep all of the following confidential: (1) An RBC report, to the extent that information contained in the report is not required to be included in an annual statement available to the public; (2) An RBC plan; (3) The results of, or reports on, examinations or analyses conducted pursuant to division (B)(2) of section 1753.34 of the Revised Code, and a corrective order issued pursuant to division (B)(3) of section 1753.34 of the Revised Code. A disclosure to the superintendent of these plans, reports, information, and orders does not constitute a waiver of any applicable privilege or claim of confidentiality in the plans, reports, information, and orders. (B) Notwithstanding division (A) of this section: (1) The plans, reports, information, and orders described in division (A) of this section may be used by the superintendent in accordance with the insurance laws of this state. (2) In the performance of the superintendent's duties, the superintendent may share the plans, reports, information, and orders with state, federal, and international regulatory agencies and law enforcement authorities, and with the NAIC and its affiliates and subsidiaries, provided that the recipient agrees to maintain the confidentiality of the plans, reports, information, and orders. (C)(1) The plans, reports, information, and orders described in division (A) of this section are not public records for purposes of section 149.43 of the Revised Code and shall not be subject to subpoena. The plans, reports, information, and orders shall not be subject to discovery or admissible in evidence in any private civil action. (2) Neither the superintendent nor any person who receives the plans, reports, information, and orders while acting under the authority of the superintendent shall be permitted or required to testify in any private civil action concerning these plans, reports, information, and orders. (D) A comparison of a health insuring corporation's total adjusted capital to any of its RBC levels shall not be used to rank health insuring corporations. (E) RBC instructions, RBC reports, adjusted RBC reports, RBC plans, and revised RBC plans shall not be used by the superintendent for ratemaking, considered or introduced as evidence in any rate proceeding, or used by the superintendent to calculate or derive any elements of an appropriate premium level or rate of return for any line of insurance that a health insuring corporation or any affiliate is authorized to write. (F) Except as otherwise required under Chapter 1751. or 1753. of the Revised Code, it is an unfair and deceptive act or practice in the business of insurance under sections 3901.19 to 3901.26 of the Revised Code for any person to make, publish, disseminate, circulate, or place before the public, or to cause, directly or indirectly, to be made, published, disseminated, circulated, or placed before the public, in a newspaper, magazine, or other publication, in the form of a notice, circular, pamphlet, letter, or poster, or over any radio or television station, or in any other manner, an advertisement, announcement, or statement, written or oral, that contains an assertion, representation, or statement, regarding the RBC levels of a health insuring corporation, or any component derived in the calculation of the RBC levels. (G) If any materially false statement is published comparing a health insuring corporation's total adjusted capital to its RBC levels, or any inappropriate comparison of any other amount to any of the health insuring corporation's RBC levels is published, and the health insuring corporation is able to demonstrate to the superintendent with substantial proof the falsity of the statement or the inappropriateness of the comparison, then the health insuring corporation may publish with the superintendent's approval an announcement in a written publication to rebut the materially false statement or inappropriate comparison.
Ohio Rev. Code § 1782.65 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.65
§ 1782.65. Persons performing services to partnership or partners
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) Absent an express agreement to the contrary, a person providing goods to or performing services for a domestic or foreign limited partnership owes no duty to, incurs no liability or obligation to, and is not in privity with the general partners, limited partners, or creditors of the limited partnership by reason of providing goods to or performing services for the limited partnership. (B) Absent an express agreement to the contrary, a person providing goods to or performing services for a general or limited partner or a group of general or limited partners of a limited domestic or foreign limited partnership owes no duty to, incurs no liability or obligation to, and is not in privity with the limited partnership, any other general or limited partners of the limited partnership, or the creditors of the limited partnership by reason of providing goods to or performing services for the general or limited partner or group of general or limited partners. Disclaimer Contact About
Ohio Rev. Code § 1706.16 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.16
§ 1706.16. Articles of organization
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) In order to form a limited liability company, one or more persons shall execute articles of organization and deliver the articles to the secretary of state for filing. The articles of organization shall set forth all of the following: (1) The name of the limited liability company; (2) The name and street address of the limited liability company's statutory agent and a written acceptance of the appointment that is signed by the agent; (3) If applicable, a statement as provided in division (B)(3) of section 1706.761 of the Revised Code; (4) Any other matters the organizers or the members determine to include in the articles of organization. (B) A limited liability company is formed when the articles of organization are filed by the secretary of state or at any later date or time specified in the articles of organization. (C) The fact that articles of organization are on file in the office of the secretary of state is notice of the matters required to be included by divisions (A)(1) to (3) of this section, but is not notice of any other fact. (D) An operating agreement may be entered into before, at the time of, or after the filing of the articles of organization. Regardless of when the operating agreement is entered into, it may be made effective as of the filing of the articles of organization or any other time provided in the operating agreement.
Ohio Rev. Code § 1702.43 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.43
§ 1702.43. Certificate of merger or consolidation
Status: in_force

January 30, 2014 House Bill 72 - 130th General Assembly (A) Upon adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1702.41 or 1702.411 of the Revised Code, a certificate of merger or consolidation signed by any authorized representative of each constituent entity, shall be filed with the secretary of state. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the information required by this section. (1) The certificate of merger or consolidation shall set forth all of the following: (a) The name of each constituent entity and the state under whose laws each constituent entity exists; (b) A statement that each constituent entity has complied with all of the laws under which it exists and that the laws permit the merger or consolidation; (c) The name and mailing address of the person or entity that is to provide, in response to any written request made by a member or other person, a copy of the agreement of merger or consolidation; (d) The effective date of the merger or consolidation, which date may be on or after the date of the filing of the certificate; (e) The signature of each representative authorized to sign the certificate on behalf of each constituent entity and the office each representative authorized to sign holds or the capacity in which the representative is acting; (f) A statement that the agreement of merger or consolidation is authorized on behalf of each constituent entity and that each person who signed the certificate on behalf of each entity is authorized to do so; (g) In the case of a merger, a statement that one or more specified constituent entities will be merged into a specified surviving entity or, in the case of a consolidation, a statement that the constituent entities will be consolidated into a new entity; (h) In the case of a merger, if the surviving entity is a foreign entity not licensed to transact business in this state, the name and address of the statutory agent upon whom any process, notice, or demand may be served; (i) In the case of a consolidation, the name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the new entity may be served. (2) In the case of a consolidation into a new domestic corporation, the articles of incorporation of the new domestic corporation shall be filed with the certificate of consolidation. (3) In the case of a merger into a domestic corporation, any amendments to the articles of incorporation of the surviving domestic corporation shall be filed with the certificate of merger. Filing requirements with respect to mergers and consolidations in which a domestic corporation is not the surviving or resulting entity shall be subject to division (B) of section 1702.43 of the Revised Code. (4) If the surviving or new entity is a foreign entity that desires to transact business in this state as a foreign corporation, limited liability company, limited partnership, or unincorporated association, the certificate of merger or consolidation shall be accompanied by the information required by division (A)(3)(h), (i), (j), or (k) of section 1702.411 of the Revised Code, whichever is applicable. (5) If a domestic or foreign corporation licensed to transact business in this state is a constituent entity and the surviving or new entity resulting from the merger or consolidation is not a domestic or foreign corporation that is to be licensed to transact business in this state, the certificate of merger or consolidation shall be accompanied by the affidavits, receipts, certificates, or other evidence required by division (G) of section 1702.47 of the Revised Code, with respect to each domestic corporation, and by the affidavits, receipts, certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code, with respect to each foreign constituent corporation licensed to transact business in this state. (B) If any constituent entity in a merger or consolidation is organized or formed under the laws of a state other than this state or under any chapter of the Revised Code other than this chapter, there also shall be filed in the proper office all documents that are required to be filed in connection with the merger or consolidation by the laws of that state or by that chapter. (C) Upon the filing of a certificate of merger or consolidation and other filings as described in division (B) of this section, or at a later date that the certificate of merger or consolidation specifies, the merger or consolidation shall become effective. (D) The secretary of state shall furnish, upon request and payment of the fee specified in division (D) of section 111.16 of the Revised Code, a certificate setting forth the name and form of each constituent entity and the state under whose laws each constituent entity existed prior to the merger or consolidation, the name and form of the surviving or new entity and the state under whose laws the surviving entity exists or the new entity is to exist, the date of filing of the certificate of merger or consolidation with the secretary of state, and the effective date of the merger or consolidation. The certificate of the secretary of state or a copy of the merger or consolidation certified by the secretary of state may be filed for record in the office of the county recorder of any county in this state and, if filed, shall be recorded in the official records of that county. For that recording, the county recorder shall charge and collect the same fee as in the case of deeds.
Ohio Rev. Code § 1776.78 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.78
§ 1776.78. Dissenting partner's complaint
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A)(1) When authorized by division (F) of section 1776.77 of the Revised Code, a dissenting partner or a partnership may file a complaint under this section demanding the relief this section describes. Any complaint shall contain a brief statement of the facts, including the vote or action by the partners and the facts entitling the dissenting partner to the relief demanded. No answer to a complaint is required. Upon the filing of a complaint, the court, on motion of the petitioner, shall enter an order fixing a date for a hearing and require a copy of the complaint, a notice of the filing, and the date for the hearing be given to the respondent or defendant pursuant to the Rules of Civil Procedure. (2) On the date fixed for the hearing, the court shall determine from the complaint and from evidence either party submits whether the dissenting partner is entitled to be paid the fair cash value of any interests and, if so, the number and class of those interests. The court may appoint one or more persons as appraisers to receive evidence and to recommend a decision on the amount of the fair cash value if the court finds that the dissenting partner is entitled to the payment of the fair cash value of interests. The appraisers have the power and authority as the order of their appointment specifies. The court shall make a finding as to the fair cash value of the interests and shall render judgment against the partnership for the payment of it, with interest at a rate and from a date as the court considers equitable. (3) The court shall assess or apportion the costs of the proceeding, including reasonable compensation to the appraisers to be fixed by the court, as the court considers equitable. The proceeding is a special proceeding and final orders in it may be vacated, modified, or reversed on appeal pursuant to the rules of appellate procedure and, to the extent not in conflict with those rules, to Chapter 2505. of the Revised Code. (4) If, during the pendency of any proceeding under this section, a suit or proceeding is instituted to enjoin or otherwise to prevent the carrying out of the action as to which the partner has dissented, the proceeding instituted under this section shall be stayed until the final determination of the other suit or proceeding. (5) Unless any provision of division (G) of section 1776.77 of the Revised Code applies, the fair cash value of the interests that the parties agree upon under section 1776.77 of the Revised Code or that the court fixes under this section shall be paid within thirty days after the date of final determination of value or the consummation of the merger, consolidation, or conversion, whichever occurs last, provided that in the case of holders of interests represented by certificates, payment shall be made only upon and simultaneously with the surrender to the domestic partnership of the certificates representing the interests for which the payment is made. (B) If the proposal of merger, consolidation, or conversion is submitted to the partners of the partnership for a vote at a meeting, the fair cash value as to those partners shall be determined as of the day before the day on which the vote is taken. If the proposal is submitted to the partners for written approval or other action, the fair cash value as to those partners shall be determined as of the day prior to the day on which the request for the approval or action is sent. (C) The fair cash value of an interest for purposes of this section is the amount that a willing seller who is under no compulsion to sell would be willing to accept and that a willing buyer who is under no compulsion to purchase would be willing to pay. In no case shall the fair cash value paid to any partner exceed the amount specified in that partner's demand. The computation of the fair cash value shall exclude any appreciation or depreciation in value resulting from the merger, consolidation, or conversion.
Ohio Rev. Code § 1724.08 — Ohio Revised Code / Title 17 / Chapter 1724 / § 1724.08
§ 1724.08. Applicability of nonprofit corporation laws
Status: in_force

August 17, 1961 Senate Bill 299 - 104th General Assembly The provisions of Chapter 1702. of the Revised Code are applicable to corporations organized under Chapter 1724. of the Revised Code to the extent they are not inconsistent herewith.
Ohio Rev. Code § 1701.81 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.81
§ 1701.81. Certificate of merger or consolidation
Status: in_force

January 30, 2014 House Bill 72 - 130th General Assembly (A) Upon adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1701.78 , 1701.781 , 1701.79 , 1701.791 , 1701.80 , 1701.801 , or 1701.802 of the Revised Code, a certificate of merger or consolidation shall be filed with the secretary of state that is signed by any authorized representative of each constituent corporation, partnership, or other entity. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the information required by this section. (B)(1) The certificate of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (b) A statement that each constituent entity has complied with all of the laws under which it exists and that the laws permit the merger or consolidation; (c) The name and mailing address of the person or entity that is to provide, in response to any written request made by a shareholder, partner, or other equity holder of a constituent entity, a copy of the agreement of merger or consolidation; (d) The effective date of the merger or consolidation, which date may be on or after the date of the filing of the certificate; (e) The signature of each representative authorized to sign the certificate on behalf of each constituent entity and the office held or the capacity in which the representative is acting; (f) A statement that the agreement of merger or consolidation is authorized on behalf of each constituent entity and that each person who signed the certificate on behalf of each entity is authorized to do so; (g) In the case of a merger, a statement that one or more specified constituent entities will be merged into a specified surviving entity or, in the case of a consolidation, a statement that the constituent entities will be consolidated into a new entity; (h) In the case of a merger, if the surviving entity is a foreign entity not licensed to transact business in this state, the name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity may be served; (i) In the case of a consolidation, the name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the new entity may be served. (2) In the case of a consolidation into a new domestic corporation, limited liability company, or limited partnership, the articles of incorporation, the articles of organization, or the certificate of limited partnership of the new domestic entity shall be filed with the certificate of merger or consolidation. (3) In the case of a merger into a domestic corporation, limited liability company, or limited partnership, any amendments to the articles of incorporation, articles of organization, or certificate of limited partnership of the surviving domestic entity shall be filed with the certificate of merger or consolidation. (4) If the surviving or new entity is a foreign entity that desires to transact business in this state as a foreign corporation, limited liability company, or limited partnership, the certificate of merger or consolidation shall be accompanied by the information required by division (B)(8), (9), or (10) of section 1701.791 of the Revised Code. (5) If a foreign or domestic corporation licensed to transact business in this state is a constituent entity and the surviving or new entity resulting from the merger or consolidation is not a foreign or domestic corporation that is to be licensed to transact business in this state, the certificate of merger or consolidation shall be accompanied by the affidavits, receipts, certificates, or other evidence required by division (H) of section 1701.86 of the Revised Code, with respect to each domestic constituent corporation, and by the affidavits, receipts, certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code, with respect to each foreign constituent corporation licensed to transact business in this state. (C) If any constituent entity in a merger or consolidation is organized or formed under the laws of a state other than this state or under any chapter of the Revised Code other than this chapter, there also shall be filed in the proper office all documents that are required to be filed in connection with the merger or consolidation by the laws of that state or by that chapter. (D) Upon the filing of a certificate of merger or consolidation and other filings as described in division (C) of this section or at such later date as the certificate of merger or consolidation specifies, the merger or consolidation is effective. (E) The secretary of state shall furnish, upon request and payment of the fee specified in division (D) of section 111.16 of the Revised Code, the secretary of state's certificate setting forth the name and the form of entity of each constituent entity and the states under the laws of which each constituent entity existed prior to the merger or consolidation, the name and the form of entity of the surviving or new entity and the state under the laws of which the surviving entity exists or the new entity is to exist, the date of filing of the certificate of merger or consolidation with the secretary of state, and the effective date of the merger or consolidation. The certificate of the secretary of state, or a copy of the certificate of merger or consolidation certified by the secretary of state, may be filed for record in the office of the recorder of any county in this state and, if filed, shall be recorded in the official records of that county. For that recording, the county recorder shall charge and collect the same fee as in the case of deeds.
Ohio Rev. Code § 1739.08 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.08
§ 1739.08. Powers of board of trustees
Status: in_force

April 9, 1993 House Bill 689 - 119th General Assembly (A) A multiple employer welfare arrangement created pursuant to sections 1739.01 to 1739.22 of the Revised Code shall be operated by a board of trustees chosen by a majority of the participating members of the arrangement in accordance with sections 1739.01 to 1739.22 of the Revised Code and with the articles and bylaws of the arrangement. (B) The board, in addition to other powers contained in its articles, shall do all of the following: (1) Invest and reinvest funds held by it in accordance with section 3925.08 of the Revised Code; (2) Collect and disburse all money due or payable; (3) Employ and contract with actuaries, accountants, and other agents and employees necessary for the operation of the arrangement. (C) The board, in addition to other powers contained in its articles, may do all of the following: (1) Employ and contract with banks, corporate trustees, insurance agents, and insurers authorized to do business in this state; (2) Employ third-party administrators; (3) Contract with any person or any agency of the state or of a political subdivision for the use of services or facilities necessary, useful, or incidental to the operation of the arrangement; (4) Employ legal counsel; (5) Execute contracts necessary or incidental to the operation of the arrangement; (6) Pay dividends, with the approval of the superintendent of insurance, to or levy assessments on its members; (7) Purchase bonds and insurance necessary to comply with requirements of the "Employee Retirement Income Security Act of 1974," 88 Stat. 829, 29 U.S.C.A. 1001, as amended, sections 1739.01 to 1739.22 of the Revised Code, and rules adopted by the superintendent pursuant to such sections; (8) Perform such other acts, not inconsistent with sections 1739.01 to 1739.22 of the Revised Code or other laws of this state.
Ohio Rev. Code § 1782.22 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.22
§ 1782.22. Additional general partners
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
Ohio Rev. Code § 1751.12 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.12
§ 1751.12. Contractual periodic prepayment or premium rate
Status: in_force

September 29, 2013 House Bill 59, House Bill 3 - 130th General Assembly (A)(1) No contractual periodic prepayment and no premium rate for nongroup and conversion policies for health care services, or any amendment to them, may be used by any health insuring corporation at any time until the contractual periodic prepayment and premium rate, or amendment, have been filed with the superintendent of insurance, and shall not be effective until the expiration of sixty days after their filing unless the superintendent sooner gives approval. The filing shall be accompanied by an actuarial certification in the form prescribed by the superintendent. The superintendent shall disapprove the filing, if the superintendent determines within the sixty-day period that the contractual periodic prepayment or premium rate, or amendment, is not in accordance with sound actuarial principles or is not reasonably related to the applicable coverage and characteristics of the applicable class of enrollees. The superintendent shall notify the health insuring corporation of the disapproval, and it shall thereafter be unlawful for the health insuring corporation to use the contractual periodic prepayment or premium rate, or amendment. (2) No contractual periodic prepayment for group policies for health care services shall be used until the contractual periodic prepayment has been filed with the superintendent. The filing shall be accompanied by an actuarial certification in the form prescribed by the superintendent. The superintendent may reject a filing made under division (A)(2) of this section at any time, with at least thirty days' written notice to a health insuring corporation, if the contractual periodic prepayment is not in accordance with sound actuarial principles or is not reasonably related to the applicable coverage and characteristics of the applicable class of enrollees. (3) At any time, the superintendent, upon at least thirty days' written notice to a health insuring corporation, may withdraw the approval given under division (A)(1) of this section, deemed or actual, of any contractual periodic prepayment or premium rate, or amendment, based on information that either of the following applies: (a) The contractual periodic prepayment or premium rate, or amendment, is not in accordance with sound actuarial principles. (b) The contractual periodic prepayment or premium rate, or amendment, is not reasonably related to the applicable coverage and characteristics of the applicable class of enrollees. (4) Any disapproval under division (A)(1) of this section, any rejection of a filing made under division (A)(2) of this section, or any withdrawal of approval under division (A)(3) of this section, shall be effected by a written notice, which shall state the specific basis for the disapproval, rejection, or withdrawal and shall be issued in accordance with Chapter 119. of the Revised Code. (B) Notwithstanding division (A) of this section, a health insuring corporation may use a contractual periodic prepayment or premium rate for policies used for the coverage of beneficiaries enrolled in medicare pursuant to a medicare risk contract or medicare cost contract, or for policies used for the coverage of beneficiaries enrolled in the federal employees health benefits program pursuant to 5 U.S.C.A. 8905, or for policies used for the coverage of medicaid recipients, or for policies used for the coverage of beneficiaries under any other federal health care program regulated by a federal regulatory body, or for policies used for the coverage of beneficiaries under any contract covering officers or employees of the state that has been entered into by the department of administrative services, if both of the following apply: (1) The contractual periodic prepayment or premium rate has been approved by the United States department of health and human services, the United States office of personnel management, the department of medicaid, or the department of administrative services. (2) The contractual periodic prepayment or premium rate is filed with the superintendent prior to use and is accompanied by documentation of approval from the United States department of health and human services, the United States office of personnel management, the department of medicaid, or the department of administrative services. (C) The administrative expense portion of all contractual periodic prepayment or premium rate filings submitted to the superintendent for review must reflect the actual cost of administering the product. The superintendent may require that the administrative expense portion of the filings be itemized and supported. (D)(1) Copayments, cost sharing, and deductibles must be reasonable and must not be a barrier to the necessary utilization of services by enrollees. (2) A health insuring corporation, in order to ensure that copayments, cost sharing, and deductibles are reasonable and not a barrier to the necessary utilization of basic health care services by enrollees shall impose copayment charges, cost sharing, and deductible charges that annually do not exceed forty per cent of the total annual cost to the health insuring corporation of providing all covered health care services when applied to a standard population expected to be covered under the filed product in question. The total annual cost of providing a health care service is the cost to the health insuring corporation of providing the health care service to its enrollees as reduced by any applicable provider discount. This requirement shall be demonstrated by an actuary who is a member of the American academy of actuaries and qualified to provide such certifications as described in the United States qualification standards promulgated by the American academy of actuaries pursuant to the code of professional conduct. (3) For purposes of division (D) of this section, all of the following apply: (a) Copayments imposed by health insuring corporations in connection with a high deductible health plan that is linked to a health savings account are reasonable and are not a barrier to the necessary utilization of services by enrollees. (b) Division (D)(2) of this section does not apply to a high deductible health plan that is linked to a health savings account. (c) Catastrophic-only plans, as defined under the "Patient Protection and Affordable Care Act," 124 Stat. 119, 42 U.S.C. 18022 and any related regulations, are not subject to the limits prescribed in division (D) of this section, provided that such plans meet all applicable minimum federal requirements. (E) A health insuring corporation shall not impose lifetime maximums on basic health care services. However, a health insuring corporation may establish a benefit limit for inpatient hospital services that are provided pursuant to a policy, contract, certificate, or agreement for supplemental health care services. (F) The superintendent may adopt rules allowing different copayment, cost sharing, and deductible amounts for plans with a medical savings account, health reimbursement arrangement, flexible spending account, or similar account; (G) A health insuring corporation may impose higher copayment, cost sharing, and deductible charges under health plans if requested by the group contract, policy, certificate, or agreement holder, or an individual seeking coverage under an individual health plan. This shall not be construed as requiring the health insuring corporation to create customized health plans for group contract holders or individuals. (H) As used in this section, "health savings account" and "high deductible health plan" have the same meanings as in the "Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 223, as amended. The Legislative Service Commission presents the text of this section as a composite of the section as amended by multiple acts of the General Assembly. This presentation recognizes the principle stated in R.C. 1.52(B) that amendments are to be harmonized if reasonably capable of simultaneous operation.
Ohio Rev. Code § 1703.28 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.28
§ 1703.28. Forfeiture for transacting business without license
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Any foreign corporation required to be licensed under sections 1703.01 to 1703.31 , inclusive, of the Revised Code, which transacts business in this state without being so licensed, or when its license has expired or been canceled and has not been reinstated, shall forfeit not less than two hundred fifty dollars nor more than ten thousand dollars. Such forfeiture shall be recovered in an action in the name of the state brought in the court of common pleas of Franklin county, or in any county in which the corporation has transacted business or has property or a place of business, by the attorney general or by the prosecuting attorney. If such action is brought by the attorney general such forfeiture shall on collection be paid into the state treasury to the credit of the general revenue fund, and if brought by the prosecuting attorney one half of such forfeiture shall on collection be paid to the treasurer of the county in which such action was brought and one half shall be paid into the state treasury to the credit of the general revenue fund. In addition to such forfeiture the court shall require that the corporation pay all amounts it should have paid under sections 1703.01 to 1703.31 , inclusive, of the Revised Code, as a filing fee and as annual franchise taxes, plus interest thereon at the rate of six per cent per annum, for all years in which the court determines it was transacting business in this state without being so licensed and shall render judgment for such amount. Proceedings for the recovery of such forfeiture, filing fee, and annual franchise taxes must be commenced not later than five years after such corporation has ceased to transact any business in this state. For good cause shown, the secretary of state, with the consent of the attorney general, may remit the forfeiture or a part thereof, with or without bringing suit and before or after judgment, and the court in which an action is pending for the collection of a forfeiture, may remit all or part of the forfeiture for good cause shown.
Ohio Rev. Code § 1716.04 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.04
§ 1716.04. Annual report
Status: in_force

November 7, 1990 House Bill 486 - 118th General Assembly (A) Every charitable organization that is required to register pursuant to this chapter shall file an annual financial report with the attorney general upon a form prescribed by him. The report shall include all of the following: (1) A balance sheet; (2) A statement of support, revenue, and expenses, and any changes in the fund balance; (3) The names and addresses of the charitable organizations, fund-raising counsel, professional solicitors, and commercial co-venturers used, if any, and the amounts of money received from each of them, if any. (4) A statement of functional expenses that shall include, but not be limited to, expenses of the following categories: (a) Program; (b) Management and general; (c) Fund-raising. (5) Any other information that the attorney general, by rule, may require. (B) The attorney general shall accept a copy or duplicate original of a financial statement, report, or return filed by the charitable organization with the internal revenue service. The attorney general, by rule, may require additional information as part of the annual financial report. Any consolidated financial report filed with the attorney general shall include information about the parent charitable organization as such and the financial information arising out of the activities of each chapter, branch, or affiliate of the charitable organization in this state that is covered by the financial statement, report, or return filed by the charitable organization with the internal revenue service.
Ohio Rev. Code § 1701.15 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.15
§ 1701.15. Pre-emptive rights
Status: in_force

March 17, 2000 House Bill 78 - 123rd General Assembly (A) The shareholders of a corporation do not have a pre-emptive right to acquire the corporation's unissued shares except to the extent the articles so provide. If the articles provide that the holders of the shares of any class, other than shares that are limited as to dividend or distribution rate and liquidation price, have pre-emptive rights, those holders, upon the offering or sale for cash of shares of the same class, shall have the right, during a reasonable time and on reasonable terms fixed by the directors, to purchase the shares in proportion to their respective holdings of shares of such class, at a price fixed as provided in this chapter, unless the shares offered or sold are in any of the following categories: (1) Treasury shares; (2) Issued as a share dividend or distribution; (3) Issued or agreed to be issued for considerations other than money; (4) Issued or agreed to be issued upon exercise of options granted and authorized in accordance with section 1701.16 of the Revised Code; (5) Issued or agreed to be issued upon conversion of convertible shares authorized in the articles, or upon exercise of conversion rights conferred and authorized in accordance with section 1701.22 of the Revised Code; (6) Offered to shareholders in satisfaction of their pre-emptive rights and not purchased by such shareholders, and thereupon issued or agreed to be issued for a consideration not less than that at which the shares were so offered to such shareholders, less reasonable expenses, compensation, or discount paid or allowed for the sale, underwriting, or purchase of the shares, unless by the affirmative vote or written order of the holders of two-thirds of the shares otherwise entitled to the pre-emptive rights, the pre-emptive rights are restored as to any of the shares not previously issued or agreed to be issued; (7) Released from pre-emptive rights by the affirmative vote or written consent of the holders of two-thirds of the shares entitled to the pre-emptive rights. Any such vote or consent shall be entered in the records of the corporation and shall be binding on all shareholders and their transferees for the time specified in the vote or consent up to but not exceeding one year, and shall protect all persons who within that time acquire the shares or options on or conversion or other rights with respect to the shares so released; (8) Released from pre-emptive rights by the affirmative vote or written consent of the holders of a majority of the shares entitled to the pre-emptive rights, for offering and sale, or the grant of options with respect thereto, to any or all employees of the corporation or of subsidiary corporations or to a trustee on their behalf, under a plan adopted or to be adopted by the directors for that purpose. (B) No action shall be brought upon any cause of action arising under division (A) of this section at any time after two years from the day on which a written notice or other communication is given or mailed to each shareholder having the cause of action informing the shareholder of the transaction giving rise to the cause of action, and no action shall in any event be brought upon any cause of action of that nature at any time after four years from the day on which the cause of action arose, or from the effective date of this provision, whichever is the later. (C) The provisions of division (A) of this section as they existed prior to the effective date of this amendment, shall continue to apply to any corporation incorporated prior to the effective date of this amendment, until the shareholders of the corporation adopt an amendment to its articles expressly providing that the provisions of division (A) of this section that take effect on the effective date of this amendment apply to the corporation or amended articles of incorporation.
Ohio Rev. Code § 1751.28 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.28
§ 1751.28. Admitted assets held in corporation's name and free and clear of encumbrances, pledges, or hypothecation
Status: in_force

July 2, 2004 House Bill 281 - 125th General Assembly (A)(1) Every health insuring corporation authorized to provide basic health care services, which health insuring corporation is not a provider sponsored organization, shall maintain total admitted assets equal to at least one hundred ten per cent of the liabilities of the corporation. However, at no time shall the corporation's net worth be less than one million two hundred thousand dollars. (2) Every health insuring corporation authorized to provide only supplemental health care services shall maintain total admitted assets equal to at least one hundred ten per cent of the liabilities of the corporation. However, at no time shall the corporation's net worth be less than five hundred thousand dollars. (3) Every health insuring corporation authorized to provide only specialty health care services shall maintain total admitted assets equal to at least one hundred ten per cent of the liabilities of the corporation. However, at no time shall the corporation's net worth be less than two hundred fifty thousand dollars. (4) Every health insuring corporation authorized to provide both basic health care services and supplemental health care services, which health insuring corporation is not a provider sponsored organization, shall maintain total admitted assets equal to at least one hundred ten per cent of the liabilities of the corporation. However, at no time shall the corporation's net worth be less than one million seven hundred thousand dollars. (5) Every health insuring corporation authorized to provide both basic health care services and specialty health care services, which health insuring corporation is not a provider sponsored organization, shall maintain total admitted assets equal to at least one hundred ten per cent of the liabilities of the corporation. However, at no time shall the corporation's net worth be less than one million four hundred fifty thousand dollars. (6) Every health insuring corporation authorized to provide basic health care services, which health insuring corporation is a provider sponsored organization, shall maintain total admitted assets equal to at least one hundred ten per cent of the liabilities of the corporation. However, at no time shall the corporation's net worth be less than one million dollars. (7) Every health insuring corporation authorized to provide both basic health care services and supplemental health care services, which health insuring corporation is a provider sponsored organization, shall maintain total admitted assets equal to at least one hundred ten per cent of the liabilities of the corporation. However, at no time shall the corporation's net worth be less than one million five hundred thousand dollars. (8) Every health insuring corporation authorized to provide both basic health care services and specialty health care services, which health insuring corporation is a provider sponsored organization, shall maintain total admitted assets equal to at least one hundred ten per cent of the liabilities of the corporation. However, at no time shall the corporation's net worth be less than one million two hundred fifty thousand dollars. (B) The net worth otherwise required by this section shall be reduced by an amount representing credit given to reserve liabilities when a health insuring corporation carries reinsurance with an admitted reinsurer. However, such an amount shall not affect the minimum amounts set forth in this section and section 1751.27 of the Revised Code. (C) A health insuring corporation may only consider those admitted assets in connection with this section that are consistent with the forms, instructions, and manuals for the preparation and reporting of statutory financial statements and other financial information set forth in section 1751.47 of the Revised Code and any rules adopted under that section. (D) All health insuring corporations must comply with this section, as amended, for calendar year 2004 and each calendar year thereafter.
Ohio Rev. Code § 1702.23 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.23
§ 1702.23. Controlling provisions of articles or regulations
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly Whenever, with respect to the authorization or taking of any action by the members or the directors, the articles or the regulations require the vote, consent, waiver, or release of a greater proportion or number of the members or the directors than that otherwise required by law with respect thereto, the provisions of the articles or the regulations shall control.
Ohio Rev. Code § 1707.48 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.48
§ 1707.48. Division of securities to retain documents and records or copies
Status: in_force

March 18, 1999 House Bill 695 - 122nd General Assembly The division of securities shall retain the originals or copies of all documents filed with the division pertaining to registration by description, qualification, or coordination and all filings for claims of exemption for eight years from the date of the initial filing. For purposes of this section, the date of the initial filing shall be the date upon which the first fee for such filing was received by the division. The division shall retain all documents, testimony transcripts, investigative reports, and investigative notes that the division has compiled in original or copy form for five years from the date of the alleged or suspected violation of any provision of this chapter. All other documents filed with the division shall be retained in original or copy form for five years. The division may by rule exempt any document or record from this section, provided that any document or record exempted is retained by the division for at least as long as it would have been retained had it been subject to this section.
Ohio Rev. Code § 1728.111 — Ohio Revised Code / Title 17 / Chapter 1728 / § 1728.111
§ 1728.111. Annual service charge in lieu of taxes
Status: in_force

March 23, 2005 Senate Bill 165 - 125th General Assembly The community urban redevelopment corporation entering into a financial agreement with an impacted city shall pay to the county treasurer an annual service charge in lieu of taxes on the improvements made by the corporation in the project that are exempted from taxation pursuant to section 1728.10 of the Revised Code. The annual service charge shall be charged and paid in two equal installments at the same time and in the same manner as real property taxes. The amount of the annual service charge shall be set forth in the financial agreement and shall be not more than the annual amount of real property taxes that would have been charged against the percentage of the assessed valuation of such improvements exempted from taxation had that percentage not been exempted from taxation, and not less than an amount which, together with the taxes on the land in any year, equals the total taxes assessed on all real property in the area covered by the project in the calendar year immediately preceding the initial acquisition of the area or any part thereof by the municipality or the corporation, whichever occurred first. The county treasurer may secure the service charge payments by a lien on the exempted improvements. Such a lien shall attach, and may be perfected, collected, and enforced, in the same manner as a mortgage lien on real property, and shall otherwise have the same force and effect as a mortgage lien on real property. The service charge in lieu of taxes shall be distributed by the county auditor to the taxing subdivision levying taxes in the subdivisions in which the property is located, in the same proportions in which the current general property tax is distributed, or upon the adoption of a resolution by the municipal legislative authority, which shall be certified to the county auditor, the full amount of the service charge shall be distributed at the same time and in the same manner as real property tax payments to the municipal corporation, and shall be deposited in an urban redevelopment tax increment equivalent fund established pursuant to section 1728.112 of the Revised Code. At the end of thirty years for one, two, or three family residential dwelling units and twenty years for all other uses of the improvements from the date of the execution of a financial agreement, or earlier by agreement of the parties thereto, the exemption from taxation of any unit if the project is undertaken in units, or of the entire project if the project is not undertaken in units, ceases and the improvements and any other property of the corporation as well as the land shall be assessed and taxed like other property within the municipal corporation. At the same date all restrictions and limitation upon the corporation shall terminate upon the corporation's rendering its final account with the municipal corporation.
Ohio Rev. Code § 1716.08 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.08
§ 1716.08. Contracting with professional solicitors
Status: in_force

March 20, 2025 House Bill 184 - 135th General Assembly (A) Every contract entered into by any professional solicitor with any charitable organization shall be in writing, shall clearly state the respective obligations of the professional solicitor and the charitable organization, and shall contain a clear statement of the benefit the charitable organization will receive, which may be stated as a fixed percentage of the gross revenue or a reasonable estimate of the percentage of the gross revenue, subject to and in accordance with divisions (A)(1), (2), and (3) of this section or as any other amount such as dollars per pound of goods collected. (1) If the compensation of the professional solicitor is contingent upon the number of contributions, the amount of revenue received from the solicitation campaign, or the number and value of goods received from the solicitation campaign, the stated benefit that the charitable organization will receive shall be a fixed percentage of the gross revenue or a fixed percentage of the amount or value of goods collected. (2) If the compensation of the professional solicitor is not contingent upon the number of contributions or the amount of revenue received from the solicitation campaign, the stated percentage of the gross revenue that the charitable organization will receive shall be a reasonable estimate of the percentage of the gross revenue or a reasonable estimate of the percentage of the amount or value of goods collected, and the contract shall include the following: (a) The assumptions upon which the estimate is based, which assumptions shall be based upon all of the relevant facts known to the professional solicitor regarding the solicitation to be conducted and the past performance of the solicitation campaigns conducted by the professional solicitor; (b) A provision that the charitable organization is guaranteed a percentage that is not less than ninety per cent of the amount of the reasonable estimate of that percentage. (3) The stated percentages prescribed in divisions (A)(1) and (2) of this section shall exclude any amount that the charitable organization, pursuant to the contract entered into with the professional solicitor, will pay as expenses of the solicitation campaign, including the costs of merchandise or services sold or events staged. (B) A professional solicitor shall comply with, and shall be responsible for complying or causing compliance with each of the following requirements: (1) Prior to verbally requesting a contribution, or contemporaneously with and accompanying a written request for a contribution, the following shall be clearly and conspicuously disclosed at the point of solicitation: (a) The name of the professional solicitor as it is on file with the attorney general and a statement that the solicitation is being conducted by the person as a professional solicitor; (b) The name and address of each charitable organization on behalf of which all or any part of the contribution collected will be used. If the charitable organization has not received from the internal revenue service a determination letter that is currently in effect, stating that the organization is exempt from federal income taxation under section 501(a) and described in section 501(c)(3) of the Internal Revenue Code, the particular charitable purpose or purposes to be advanced with the funds raised shall be disclosed. (2) If requested by the person being solicited, the professional solicitor shall inform that person of the fixed percentage of the gross revenue or the reasonable estimate of the percentage of the gross revenue, as prescribed in division (A) of this section, that the charitable organization will receive as a benefit from the solicitation campaign. (C) A professional solicitor shall not represent that any part of the contributions received will be given or donated to any other charitable organization unless that charitable organization has given its written and signed consent pursuant to division (D)(2)(h) of section 1716.07 of the Revised Code. (D)(1) A professional solicitor shall not represent that tickets to any event will be donated for use by another person, unless the following requirements are complied with: (a) The professional solicitor shall have the written commitments from persons stating that they will accept donated tickets and specifying the number of tickets they are willing to accept. (b) The written commitments are filed with the attorney general prior to any solicitation. (2) The contributions solicited for donated tickets shall not be more than the amount representing the number of ticket commitments received from persons and filed with the attorney general pursuant to division (D)(1) of this section. (3) Not later than seven calendar days prior to the date of the event, the professional solicitor shall give all donated tickets to each person that made the written commitment to accept them. (E) The attorney general shall prepare an annual report setting forth the activities of all professional solicitors and all fund-raising counsel that at any time have custody of contributions from a solicitation who are required to comply with the provisions of this chapter and any rules adopted under the provisions of this chapter. The report is a public record open to public inspection under section 149.43 of the Revised Code. (F) The attorney general shall maintain a file for each registered professional solicitor and each fund-raising counsel that at any time has custody of contributions from a solicitation. In that file, the attorney general shall place all information received by the attorney general from those registered professional solicitors or those fund-raising counsel and any letters received from citizens and charitable organizations regarding the work of the professional fund raiser or fund-raising counsel. The files are public records open to public inspection under section 149.43 of the Revised Code. Last updated January 21, 2025 at 12:52 PM
Ohio Rev. Code § 1721.10 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.10
§ 1721.10. Exemptions of burial grounds
Status: in_force

September 29, 2017 House Bill 49 - 132nd General Assembly Except as otherwise provided in this section, lands appropriated and set apart as burial grounds, either for public or for private use, and recorded or filed as such in the office of the county recorder of the county where they are situated, and any burial ground that has been used as such for fifteen years are exempt from sale on execution on a judgment, dower, and compulsory partition; but land appropriated and set apart as a private burial ground is not so exempt if it exceeds in value the sum of fifty dollars. The lien for taxes against such burial grounds may be enforced in the same manner prescribed for abandoned lands under sections 323.65 to 323.79 of the Revised Code except that the burial ground may be transferred only to a municipal corporation, county, or township under division (D) of section 323.74 of the Revised Code. No burial ground that is otherwise exempt from sale or execution under this section shall be offered for sale at public auction.
Ohio Rev. Code § 1733.44 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.44
§ 1733.44. Prohibition against use of words credit union
Status: in_force

April 14, 2006 House Bill 81 - 126th General Assembly (A) No person, partnership, association, or corporation, other than credit unions and associations of such credit unions, to which all credit unions in their respective jurisdictions are eligible, shall use any name or title containing the words "credit union" or represent themselves, in advertising or elsewhere, as conducting business as a credit union. (B) Subject to all of the following, a credit union may adopt one or more trade names: (1) The credit union shall give written notice of the proposed trade name to the superintendent of credit unions at least thirty days before using the trade name. (2) The superintendent may deny a credit union the right to use a given trade name or terminate a credit union's right to use a trade name for any reason. (3) A credit union may use a trade name or a name other than its official charter name in advertising or signage, so long as it uses its official charter name in communications with the division of financial institutions and for share certificates or certificates of deposit, signature cards, loan agreements, account statements, checks, drafts, and other legal documents. (4) A trade name shall be registered with the secretary of state pursuant to the laws of this state and the registration shall be accompanied by any written documentation issued by the superintendent relating to the right to use, denial to use, or termination of a trade name.
Ohio Rev. Code § 1776.91 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.91
§ 1776.91. Construction of chapter
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly This chapter shall be applied and construed to effectuate the general purpose to make uniform the law with respect to the subject of this chapter among states enacting the uniform partnership act (1997) except where it expressly differs substantially from the uniform partnership act (1997).
Ohio Rev. Code § 1706.513 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.513
§ 1706.513. Complying name for registration
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A foreign limited liability company whose name does not comply with section 1706.07 of the Revised Code may not file a registration as a foreign limited liability company until it adopts, for the purpose of transacting business in this state, an assumed name that complies with section 1706.07 of the Revised Code. A foreign limited liability company that adopts an assumed name under this division and then files a registration as a foreign limited liability company under that assumed name need not file a name registration when transacting business under that assumed name. After filing the registration as a foreign limited liability company under an assumed name, a foreign limited liability company shall transact business in this state under the assumed name unless the foreign limited liability company has filed a name registration under another name and is authorized to transact business in this state under such name. (B) If a foreign limited liability company to which a registration as a foreign limited liability company has been filed changes its name to one that does not comply with section 1706.07 of the Revised Code, it may not thereafter transact business in this state until it complies with division (A) of this section by filing a certificate of correction.
Ohio Rev. Code § 1709.10 — Ohio Revised Code / Title 17 / Chapter 1709 / § 1709.10
§ 1709.10. Establish terms and conditions
Status: in_force

October 1, 1963 House Bill 62 - 120th General Assembly (A) A registering entity offering to accept registrations in beneficiary form may establish the terms and conditions under which it will receive and implement requests for registration in that form, including requests for cancellation of previously registered transfer-on-death beneficiary designations and requests for reregistration to effect a change of beneficiary. The terms and conditions so established may provide for proving death, avoiding or resolving any problems concerning fractional shares, designating primary and contingent beneficiaries, and substituting descendants of a named beneficiary to take in place of the named beneficiary when he dies. (B) Substitution may be indicated by appending to the name of the primary beneficiary the letters "LDPS," standing for lineal descendants per stirpes. This designation substitutes the descendants of a deceased beneficiary who survive the owner of a security for a beneficiary who fails to so survive, the descendants to be identified and to share in accordance with the law of the domicile of the beneficiary, at the time of the death of the owner, governing inheritance by descendants of an intestate. (C) Other forms of identifying beneficiaries who are to take on one or more contingencies, and rules for providing proofs and assurances needed to satisfy reasonable concerns by registering entities regarding conditions and identities relevant to accurate implementation of registrations in beneficiary form, may be contained in the terms and conditions of a registering entity.
Ohio Rev. Code § 1716.99 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.99
§ 1716.99. Penalty
Status: in_force

December 31, 2024 House Bill 509 - 134th General Assembly (A) Whoever violates any provision of sections 1716.02 to 1716.17 of the Revised Code, other than division (A)(1) of section 1716.14 of the Revised Code, is guilty of a misdemeanor of the first degree. Each occurrence of a solicitation of a contribution from any person in violation of any provision of sections 1716.02 to 1716.17 of the Revised Code, other than division (A)(1) of section 1716.14 of the Revised Code, is considered a separate offense. (B)(1) Whoever violates division (A)(1) of section 1716.14 of the Revised Code is guilty of solicitation fraud and shall be punished as provided in divisions (B)(2) to (4) of this section. (2) Except as otherwise provided in division (B)(4) of this section, division (B)(3) of this section applies to solicitation fraud, and solicitation fraud is one of the following: (a) Except as otherwise provided in divisions (B)(2)(b) to (d) of this section, a misdemeanor of the first degree or, if the offender previously has been convicted of or pleaded guilty to a theft offense or a violation of division (A)(1) of section 1716.14 of the Revised Code, a felony of the fifth degree. (b) If the value of the contribution or contributions made in the violation is one thousand dollars or more but less than seven thousand five hundred dollars, a felony of the fifth degree or, if the offender previously has been convicted of or pleaded guilty to a theft offense or a violation of division (A)(1) of section 1716.14 of the Revised Code, a felony of the fourth degree. (c) If the value of the contribution or contributions made in the violation is seven thousand five hundred dollars or more but less than one hundred fifty thousand dollars, a felony of the fourth degree or, if the offender previously has been convicted of or pleaded guilty to a theft offense or a violation of division (A)(1) of section 1716.14 of the Revised Code, a felony of the third degree. (d) If the value of the contribution or contributions made in the violation is one hundred fifty thousand dollars or more, a felony of the third degree. (3) When an offender commits a series of offenses in violation of division (A)(1) of section 1716.14 of the Revised Code as part of a common scheme or plan to defraud multiple victims, all of the offenses may be tried as a single offense. If the offenses are tried as a single offense, the value of the contributions for purposes of determining the value as required by division (B)(2) of this section is the aggregate value of all contributions involved in all offenses in the common scheme or plan to defraud multiple victims. In prosecuting a single offense under this division, it is not necessary to separately allege and prove each offense in the series. Rather, it is sufficient to allege and prove that the offender, within a given span of time, committed one or more offenses as part of a common scheme or plan to defraud multiple victims as described in this division. (4) If the victim of the offense is an elderly person or disabled adult, division (B)(4) of this section and section 2913.61 of the Revised Code apply to solicitation fraud, and solicitation fraud is one of the following: (a) Except as otherwise provided in divisions (B)(4)(b) to (d) of this section, a felony of the fifth degree; (b) If the value of the contributions made in the violation is one thousand dollars or more and is less than seven thousand five hundred dollars, a felony of the fourth degree; (c) If the value of the contributions made in the violation is seven thousand five hundred dollars or more and is less than thirty-seven thousand five hundred dollars, a felony of the third degree; (d) If the value of the contributions made in the violation is thirty-seven thousand five hundred dollars or more, a felony of the second degree. (C) Any person who is found guilty of any act or omission prohibited under this chapter shall forfeit the bond described in section 1716.07 of the Revised Code to the state treasury to the credit of the charitable law fund established under section 109.32 of the Revised Code and shall be prohibited from registering with the attorney general or from serving as a fund-raising counsel or professional solicitor in this state for a period of five years after conviction. Last updated December 31, 2024 at 4:01 AM Disclaimer Contact About
Ohio Rev. Code § 1729.27 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.27
§ 1729.27. Surety bonds
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly If required by the association's bylaws, every officer, employee, and agent handling funds, negotiable instruments, or other property of or for an association shall execute and deliver adequate bonds for the faithful performance of the officer's, employee's, or agent's duties and obligations.
Ohio Rev. Code § 1719.12 — Ohio Revised Code / Title 17 / Chapter 1719 / § 1719.12
§ 1719.12. Attorney general may enforce devise or bequest
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The attorney general in his official capacity may bring proceedings in any court of record to enforce a devise or bequest to which section 1719.06 of the Revised Code is applicable, to protect and carry out the purposes named in the will, without waiting for the organization of the corporation.
Ohio Rev. Code § 1746.14 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.14
§ 1746.14. Perpetual period of existence
Status: in_force

March 18, 1983 Senate Bill 435 - 114th General Assembly Unless otherwise stated in the trust instrument, a business trust that has made the filings described in section 1746.04 of the Revised Code has a perpetual period of existence and is not affected by any rule against perpetuities. Nothing contained in this section shall be construed or interpreted to limit, prohibit, or invalidate any provision of a trust instrument providing that such business trust may be terminated at any time by action of the trustees or by the vote of a specified percentage in interest of the beneficial owners thereof.
Ohio Rev. Code § 1709.09 — Ohio Revised Code / Title 17 / Chapter 1709 / § 1709.09
§ 1709.09. Transfer-on-death is not testamentary
Status: in_force

October 1, 1993 House Bill 62 - 120th General Assembly (A) Any transfer-on-death resulting from a registration in beneficiary form is effective by reason of the contract regarding the registration between the owner of the security and the registering entity and by reason of sections 1709.01 to 1709.11 of the Revised Code and is not testamentary. (B) Sections 1709.01 to 1709.11 of the Revised Code do not limit the rights of creditors of the owners of securities against beneficiaries and other transferees under other laws of this state.
Ohio Rev. Code § 1782.21 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.21
§ 1782.21. Right to information
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly (A)(1) Each limited partner has the right, subject to such reasonable standards as may be set forth in the partnership agreement or otherwise established by the general partners, to obtain from the general partners from time to time and upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner, all of the following: (a) True and full information regarding the status of the business and the financial condition of the limited partnership; (b) Promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year; (c) A current list of the name and last known business, residence, or mailing address of each partner; (d) A copy of any written partnership agreement and certificate of limited partnership and all amendments to the agreement and certificate, together with executed copies of any written powers of attorney pursuant to which the partnership agreement and any certificate and all amendments to it have been executed; (e) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date on which each partner became a partner; (f) Other information regarding the affairs of the limited partnership as is just and reasonable. (2) The reasonable standards referred to in division (A)(1) of this section may include standards governing the type and nature of information and documents that are to be furnished, the time and location at which they are to be furnished, and the person who is to pay the expense of furnishing them. (B) Unless otherwise provided in the partnership agreement, a general partner shall have the right to keep confidential from limited partners, for the period of time that the general partner considers reasonable, any information that the general partner reasonably believes to be in the nature of trade secrets or any other information the disclosure of which the general partner in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its business or which the limited partnership is required by law or by agreement with a third party to keep confidential. (C) A limited partnership may maintain its records in a form other than a written form if the form used is capable of conversion, within a reasonable time, into written form. (D) A general partner may require that any demand under this section be in writing and state its purpose. (E) In complying with this section, the general partners may elect to do either or both of the following: (1) Provide a limited partner with the right to examine documents in person or by agent or attorney and to make copies or extracts of the documents; (2) Provide to a limited partner true and accurate copies of documents responsive to the demand.
Ohio Rev. Code § 1713.08 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.08
§ 1713.08. Faculty
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The president and professors shall constitute the faculty of any incorporated literary college or university. They may enforce the rules and regulations enacted by its board of trustees for the government and discipline of the students and may suspend and expel offenders.
Ohio Rev. Code § 1733.042 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.042
§ 1733.042. Posting notice of insurance
Status: in_force

March 17, 1989 Senate Bill 239 - 117th General Assembly (A) As a condition of doing business in this state, every credit union with members' accounts insured by a credit union share guaranty corporation licensed pursuant to Chapter 1761. of the Revised Code shall post a notice at all public entrances at its place of business and at each of its service facilities. The notice shall be not less than eight and one-half inches by eleven inches and shall include all of the following in not less than twenty-four point type: (1) A statement that members' accounts are insured by a share guaranty corporation; (2) The name of the share guaranty corporation; (3) A conspicuous underlined statement that reads as follows: "MEMBERS' ACCOUNTS ARE NOT INSURED OR GUARANTEED BY ANY GOVERNMENT OR GOVERNMENT-SPONSORED AGENCY." (B) The notice required by division (A) of this section shall be approved by the superintendent of credit unions and copies of the approved notice shall be furnished to its participating credit unions by the share guaranty corporation at no cost to the credit unions. (C) All literature provided by the share guaranty corporation for distribution to its participating credit unions shall contain a conspicuous underlined statement that reads as follows: "MEMBERS' ACCOUNTS ARE NOT INSURED OR GUARANTEED BY ANY GOVERNMENT OR GOVERNMENT-SPONSORED AGENCY." (D) Every credit union described in division (A) of this section also shall include in any literature or other material that contains the name of the share guaranty corporation and that is distributed or intended for distribution to the public a conspicuous underlined statement that reads as follows: "MEMBERS' ACCOUNTS ARE NOT INSURED OR GUARANTEED BY ANY GOVERNMENT OR GOVERNMENT-SPONSORED AGENCY."
Ohio Rev. Code § 1706.613 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.613
§ 1706.613. Stay of derivative action
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly For the purpose of allowing the limited liability company or the series thereof time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to sections 1706.61 to 1706.617 of the Revised Code, the court may stay any derivative action for the period the court deems appropriate.
Ohio Rev. Code § 1715.55 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.55
§ 1715.55. Releasing restriction on use or investment of institutional fund
Status: in_force

June 1, 2009 House Bill 522 - 127th General Assembly (A) If a donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment, or purpose of an institutional fund. A release or modification shall not, however, permit a fund to be used for a purpose other than a charitable purpose of the institution. (B) The appropriate court, upon application of an institution, may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund, or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund. The attorney general is a necessary party to and shall be served with process in all proceedings pertaining to an application of that nature. To the extent practicable, any modification shall be made in accordance with the donor's probable intention. (C) The court, upon application of an institution, may modify the charitable purpose of an institutional fund or a restriction contained in a gift instrument on the use of the fund if the particular charitable purpose or restriction becomes unlawful, impracticable, impossible to achieve, or wasteful. The attorney general is a necessary party to and shall be served with process in all proceedings pertaining to an application of that nature. Any modification shall be made in a manner consistent with the charitable purposes expressed in the gift instrument. (D) If an institution determines that a restriction contained in a gift instrument on the management, investment, or purpose of an institutional fund is unlawful, impracticable, impossible to achieve, or wasteful, the institution may, after providing sixty-days advanced notice to the attorney general's charitable law section by certified mail on a form prescribed by the attorney general, release or modify the restriction, in whole or in part, if all of the following conditions are met: (1) The institutional fund subject to the restriction has a total value of less than two hundred fifty thousand dollars; (2) More than ten years have elapsed since the fund was established; (3) The institution uses the property in a manner consistent with the charitable purposes expressed in the gift instrument. (E) The attorney general may extend for a period of up to an additional sixty days the effective date of a release or modification of a restriction that is proposed under division (D) of this section and shall provide notice of that extension to the institution that proposed the release or modification. The notice shall set forth the reasons necessitating the extension. The attorney general shall notify the institution prior to the effective date of the proposed release or modification of any objection to the proposed release or modification of the restriction.
Ohio Rev. Code § 1702.49 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.49
§ 1702.49. Winding up or obtaining reinstatement - powers and duties of directors
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly (A) When a corporation is dissolved voluntarily or when the articles of a corporation have been canceled or when the period of existence of a corporation specified in its articles has expired, the corporation shall cease to carry on its activities and shall do only such acts as are required to wind up its affairs, or to obtain reinstatement of the articles in accordance with section 1702.06 , 1702.59 , or 1724.06 of the Revised Code, or are permitted upon reinstatement by division (C) of section 1702.60 of the Revised Code, and for such purposes it shall continue as a corporation. (B) Any claim existing or action or proceeding pending by or against the corporation or that would have accrued against it may be prosecuted to judgment, with right of appeal as in other cases, but any proceeding, execution, or process, or the satisfaction or performance of any order, judgment, or decree, may be stayed as provided in section 1702.50 of the Revised Code. (C) Any process, notice, or demand against the corporation may be served by delivering a copy to an officer, director, liquidator, or person having charge of its assets or, if no such person can be found, to the statutory agent. (D) The directors of the corporation and their survivors or successors shall act as a board of directors in accordance with the regulations and bylaws until the affairs of the corporation are completely wound up. Subject to the orders of courts of this state having jurisdiction over the corporation, the directors shall proceed as speedily as is practicable to a complete winding up of the affairs of the corporation and, to the extent necessary or expedient to that end, shall exercise all the authority of the corporation. Without limiting the generality of such authority, they may fill vacancies, elect officers, carry out contracts of the corporation, make new contracts, borrow money, mortgage or pledge the property of the corporation as security, sell its assets at public or private sale, make conveyances in the corporate name, lease real estate for any term, including ninety-nine years renewable forever, settle or compromise claims in favor of or against the corporation, employ one or more persons as liquidators to wind up the affairs of the corporation with such authority as the directors see fit to grant, cause the title to any of the assets of the corporation to be conveyed to such liquidators for that purpose, apply assets to the payment of obligations, perform all other acts necessary or expedient to the winding up of the affairs of the corporation, and, after paying or adequately providing for the payment of all known obligations of the corporation, distribute the remainder of the assets as follows: (1) Assets held upon condition requiring return, transfer, or conveyance, which condition shall have occurred by reason of the dissolution or otherwise, shall be returned, transferred, or conveyed in accordance with such requirements; (2) In the case of a public benefit corporation: (a) assets held by it in trust for specified purposes shall be applied so far as is feasible in accordance with the terms of the trust, (b) the remaining assets not held in trust shall be applied so far as is feasible towards carrying out the purposes stated in its articles, (c) in the event and to the extent that, in the judgment of the directors, it is not feasible to apply the assets as provided in above clauses (a) and (b), the assets shall be applied as may be directed by the court of common pleas of the county in this state in which the principal office of the corporation is located, in an action brought for that purpose by the corporation or by the directors or any thereof, to which action the attorney general of the state shall be a party, or in an action brought by the attorney general in a court of competent jurisdiction, or in an action brought as provided in section 1702.50 of the Revised Code for the purpose of winding up the affairs of the corporation under the supervision of the court; (3) In the case of a mutual benefit corporation, any remaining assets shall be distributed in accordance with the applicable provisions of the articles or the regulations or, to the extent that no such provision is made, the assets shall be distributed pursuant to a plan of distribution adopted by the voting members at a meeting held for the purpose of voting on dissolution, or any adjournment thereof, by the same affirmative vote as that required for the adoption of a resolution of dissolution. If no plan of distribution is so adopted by the voting members, then said remaining assets shall be distributed pursuant to a plan of distribution adopted by the directors. If no plan of distribution is so adopted by the voting members or directors, then the remaining assets shall be applied as may be directed by the court of common pleas of the county in this state in which the principal office of the corporation is located, in an action brought for that purpose by the mutual benefit corporation or by the directors or any thereof, or by the attorney general in a court of competent jurisdiction, or in an action brought as provided in section 1702.50 of the Revised Code for the purpose of winding up the affairs of the corporation under the supervision of the court. (E) Without limiting the authority of the directors, any action within the purview of this section that is authorized or approved by the voting members at a meeting held for such purpose, by the same affirmative vote as that required for the adoption of a resolution of dissolution, shall be conclusive for all purposes upon all members of the corporation, except that nothing herein set forth shall impair the jurisdiction of courts of competent jurisdiction to enforce the duties of a public benefit corporation in respect of the application of its assets towards its public or charitable purposes, or impair the power of the state, acting through the attorney general, to require such assets to be applied, as nearly as may be, towards its public or charitable purposes. (F) All deeds and other instruments of the corporation shall be in the name of the corporation and shall be executed, acknowledged, and delivered by the officers appointed by the directors. (G) At any time during the winding up of its affairs, the corporation by its directors may make application to the court of common pleas of the county in this state in which the principal office of the corporation is located to have the winding up continued under supervision of the court, as provided in section 1702.50 of the Revised Code.
Ohio Rev. Code § 1701.47 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.47
§ 1701.47. Voting by corporations
Status: in_force

October 11, 1955 House Bill 70 - 101st General Assembly (A) When any domestic corporation, non-profit or for profit, holds shares of a domestic or foreign corporation, the chairman of the board, the president, any vice-president, the secretary, or the treasurer of the corporation holding such shares, and any such officer or cashier or trust officer of a banking or trust corporation holding shares of a domestic or foreign corporation, and any like officer of a foreign corporation, non-profit or for profit, or of a foreign banking or trust corporation, holding shares of a domestic corporation, shall conclusively be deemed to have authority to vote on behalf of the corporation holding such shares, and to appoint proxies and to execute consents, waivers, and releases on its behalf, unless before a vote is taken or a consent, waiver, or release is acted upon it appears by a certified copy of the regulations, the bylaws, or a resolution of the trustees, directors, or executive committee of said corporation that such authority does not exist or is vested in some other officer or person. (B) For the purposes of this section, a person exercising such authority as such officer is prima-facie deemed to be duly elected, qualified, and acting as such officer. (C) No corporation shall directly or indirectly vote any shares issued by it. Shares which under this division of this section are not entitled to be voted shall not be considered as outstanding for the purpose of computing the voting power of the corporation or of shares of any class.
Ohio Rev. Code § 1701.12 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.12
§ 1701.12. Liability for non-payment of initial stated capital
Status: in_force

July 30, 1984 House Bill 250 - 115th General Assembly If an initial stated capital is set forth in its articles and a corporation commences business before there has been paid in the amount of that initial stated capital, no corporate transaction shall be invalidated thereby, but incorporators participating in such transaction before the election of directors, and directors participating therein, shall be jointly and severally liable for the debts of the corporation up to an amount not exceeding in the aggregate the amount by which the stated capital paid in at the time the corporation commenced business fails to equal the initial stated capital set forth in the articles, until the amount set forth in the articles has been paid in.
Ohio Rev. Code § 1702.32 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.32
§ 1702.32. Quorum for directors' meeting
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly Unless the articles or the regulations otherwise provide, and subject to the exceptions applicable during an emergency for which provision is made in division (G) of section 1702.11 of the Revised Code, a majority of the whole authorized number of directors is necessary to constitute a quorum for a meeting of the directors, except that a majority of the directors in office constitutes a quorum for filling a vacancy in the board. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by the articles, the regulations, or the bylaws.
Ohio Rev. Code § 1719.14 — Ohio Revised Code / Title 17 / Chapter 1719 / § 1719.14
§ 1719.14. Managing board of directors or trustees
Status: in_force

April 10, 1991 House Bill 889 - 118th General Assembly Whenever, by a will under which any corporation is organized under sections 1719.01 to 1719.13 of the Revised Code, it is provided that the corporation shall be managed by a board of directors or trustees consisting in whole or in part of public officials of any kind, including municipal, county, state, or federal officials, judges, representatives, or senators, and when such testamentary provision for management, either expressly or by fair inference from the will, is subject to the condition that it is consistent with law and practicable, then if and when such manner or form of management is found to be inconsistent with law or impracticable, and the board of directors or trustees of such institution determines by resolution that it is impracticable for such public officials to act as directors or trustees of such corporation, the directors or trustees, by amendment to the articles of incorporation, may provide for the election by its director or trustees of suitable persons to succeed such public officials as directors or trustees of such corporation. The terms of such successors shall be fixed by the board, and the terms of directors or trustees thereafter elected to succeed the directors or trustees first appointed under this section shall be fixed by the board or determined in accordance with the regulations and bylaws of the corporation. The members of the board of directors or trustees shall be the members of the corporation. Disclaimer Contact About
Ohio Rev. Code § 1746.16 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.16
§ 1746.16. Forfeiture for violation of chapter
Status: in_force

March 18, 1983 Senate Bill 435 - 114th General Assembly (A) Any business trust that transacts business in this state in violation of this chapter shall forfeit not less than one thousand nor more than ten thousand dollars. Such forfeiture shall be recovered in an action in the name of the state brought in the court of common pleas of Franklin county, or in the court of common pleas of any county in which the business trust has transacted business or has property or a place of business, by the attorney general or the prosecuting attorney. If such action is brought by the attorney general, such forfeiture shall on collection be paid into the state treasury to the credit of the general revenue fund. If brought by the prosecuting attorney, one-half of such forfeiture shall on collection be paid to the treasurer of the county in which action was brought and one-half shall be paid into the state treasury to the credit of the general revenue fund. In addition to such forfeiture, the court shall render a judgment that the business trust pay the filing fees required by division (B) of section 1746.04 of the Revised Code, plus interest on the fees at the rate of eight per cent per annum for the time during which the court determines that the business trust transacted business in this state in violation of section 1746.03 of the Revised Code. An action for the recovery of such forfeiture and filing fee shall be brought within five years after the business trust has ceased to transact business in this state. (B) For good cause shown, the secretary of state, with the consent of the attorney general, before or after judgment, or the court in which an action is pending for the collection of a forfeiture, may remit all or part of the forfeiture.
Ohio Rev. Code § 1721.03 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.03
§ 1721.03. Proximity to dwellings
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Land shall not be appropriated, nor shall a cemetery be located, by an association incorporated for cemetery purposes or by a benevolent or religious society, within one hundred yards of a dwelling house, unless the owner of such dwelling house gives his consent, or unless the entire tract appropriated is a necessary addition to or enlargement of a cemetery already in use. The limit shall not be less than one hundred yards when it is sought to appropriate for cemetery purposes property adjoining a cemetery already in use, when such dwelling house was erected subsequent to the laying out and establishing of such cemetery. When a cemetery lies within or adjoins a municipal corporation the association or corporation owning such cemetery, without such consent, may appropriate property within one hundred feet, or the width of a street or alley, of any dwelling house. The addition of any land across a street or public road is an enlargement of an existing cemetery for the purposes of this section.
Ohio Rev. Code § 1707.201 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.201
§ 1707.201. Federal provisions
Status: in_force

June 18, 2002 Senate Bill 138 - 124th General Assembly Notwithstanding any provision of the Revised Code, if the "Securities Act of 1933," the "Securities Exchange Act of 1934," the "Investment Company Act of 1940," the "Investment Advisers Act of 1940," and any amendments to any of those federal acts, if any rule, regulation, release, statement, or position promulgated or adopted under the authority of any of those federal acts, and any amendments to those federal acts, or if any rule, regulation, or guideline of a self-regulatory organization registered under the "Securities Exchange Act of 1934," and any amendments to that act, contains a provision that is not contained in this chapter or the rules adopted under this chapter and that affects any matter within the scope of this chapter, the division of securities by rule may promulgate a similar provision. A rule adopted under the authority granted in this section becomes effective on the later of the date on which the division issues the rule or the date on which the federal statute or the rule, regulation, release, statement, or position on which the division's rule is based becomes effective. The division, upon thirty days' written notice, may revoke any rule adopted under the authority granted in this section. A rule adopted under the authority granted in this section, and not revoked by the commissioner of securities, lapses and has no further force and effect eighteen months after the rule's effective date.
Ohio Rev. Code § 1706.74 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.74
§ 1706.74. Merger or conversion under other law
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly Sections 1706.71 to 1706.74 of the Revised Code do not preclude an entity from being merged or converted under law other than this chapter.
Ohio Rev. Code § 1745.07 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.07
§ 1745.07. Governing law; territorial application
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) Except as otherwise provided in division (B) of this section, the law of this state governs all unincorporated nonprofit associations formed or operating in this state. (B) Unless the governing principles of an unincorporated nonprofit association specify a different jurisdiction, the law of the jurisdiction in which the association has its main place of activities governs the internal affairs of the association.
Ohio Rev. Code § 1711.08 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.08
§ 1711.08. Election of officers
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly (A) The board of directors of a county or independent agricultural society shall annually meet not later than the thirtieth day of November. At such meeting, the board shall elect a president, a vice-president, a treasurer, a secretary, and such other officers as it may deem proper. (B) The president, the vice-president, and the treasurer shall serve one year, and the secretary not more than three years as the board may determine, and until their successors are elected and qualified. The president and the vice-president shall be directors. The secretary and the treasurer may be directors. Before election of officers the newly elected directors shall qualify by taking oath or affirmation before a competent authority, and in electing officers the board shall conform to the rules adopted by the director of agriculture.
Ohio Rev. Code § 1707.02 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.02
§ 1707.02. Exempt securities
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly (A) "Exempt," as used in this section, means exempt from sections 1707.08 to 1707.11 and 1707.39 of the Revised Code. (B)(1) Except as provided in division (B)(2) of this section, the following securities are exempt, if the issuer or guarantor has the power of taxation or assessment for the purpose of paying the obligation represented by the security, or is in specific terms empowered by the laws of the state of issuance to issue securities payable as to principal or interest, or as to both, out of revenues collected or administered by such issuer: (a) Any security issued or guaranteed by the United States; (b) Any security issued or guaranteed by, and recognized, at the time of sale, as its valid obligation by, any foreign government with which the United States is, at the time of sale, maintaining diplomatic relations; (c) Any security issued or guaranteed, and recognized as its valid obligation, by any political subdivision or any governmental or other public body, corporation, or agency in or of the United States, any state, territory, or possession of the United States, or any foreign government with which the United States is, at the time of sale, maintaining diplomatic relations. (2) If a security described in division (B)(1) of this section is not payable out of the proceeds of a general tax, the security is exempt only if, at the time of its first sale in this state, there is no default in the payment of any of the interest or principal of the security, and there are no adjudications or pending suits adversely affecting its validity. (C) Any security issued or guaranteed by a state or nationally chartered bank, savings and loan association, savings bank, or credit union, or a governmental corporation or agency created by or under the laws of the United States or of Canada is exempt, if it is under the supervision of or subject to regulation by the government or state under whose laws it was organized. (D) Any interim certificate is exempt, if the securities to be delivered therefor are themselves exempt, are the subject matter of an exempt transaction, have been registered by description or registered by qualification, or are the subject matter of a transaction which has been registered by description. (E)(1) A security is exempt if it meets any of the following requirements: (a) The security is listed, or authorized for listing, on the New York stock exchange, the American stock exchange, or the national market system of the NASDAQ stock market, or any successor to such entities. (b) The security is listed, or authorized for listing, on a national securities exchange or system, or on a tier or segment of such exchange or system, designated by the securities and exchange commission in rule 146(b) promulgated under section 18(b)(1) of the Securities Act of 1933. (c) The security is listed, or authorized for listing, on a national securities exchange or system, or on a tier or segment of such exchange or system, that has listing standards that the division of securities, on its own initiative or on the basis of an application, determines by rule are substantially similar to the listing standards applicable to securities described in division (E)(1)(a) of this section. (d) The security is a security of the same issuer that is equal in seniority or that is a senior security to a security described in division (E)(1)(a), (b), or (c) of this section. (2) Application for approval of a stock exchange or system not approved in this section may be made by any organized stock exchange or system, or by any dealer who is a member of such exchange, in such manner and upon such forms as are prescribed by the division, accompanied by payment of an approval fee of two hundred dollars, and the division shall make such investigation and may hold such hearings as it deems necessary to determine the propriety of giving approval. The cost of such investigation shall be borne by the applicant. The division may enter an order of approval, and if it does so, it shall notify the applicant of such approval. (3) The division may revoke the approval of an exchange or system enumerated in division (E)(1) of this section, provided that the exchange or system is not listed in section 18(b)(1) of the Securities Act of 1933 or any rule promulgated thereunder. The division may effect a revocation after due notice, investigation, a hearing, and a finding that the practices or requirements of such exchange or system have been so changed or modified, or are, in their actual operation, such that the contemplated protection is no longer afforded. The principles of res adjudicata ordinarily applicable in civil matters shall not be applicable to this matter, which is hereby declared to be administrative rather than judicial. Notice of the hearing may be given by electronic mail at least ten days before such hearing. (4) The division may suspend the exemption of any security described in division (E)(1) of this section, provided that the security is listed or authorized for listing on an exchange or system that is not listed in section 18(b)(1) of the Securities Act of 1933 or any rule promulgated thereunder. The division may effect a suspension by giving notice, by electronic mail, to that effect to the exchange or system upon which such security is listed or designated and to the issuer of such security. After notice and hearing, the division may revoke such exemption if it appears to it that sales of such security have been fraudulent or that future sales of it would be fraudulent. The division shall set such hearing not later than ten days from the date of the order of suspension, but may for good cause continue such hearing upon application of the exchange or system upon which such security is listed or designated or upon application of the issuer of such security. (F) Any security, issued or guaranteed as to principal, interest, or dividend or distribution by a corporation owning or operating any public utility, is exempt, if such corporation is, as to its rates and charges or as to the issuance and guaranteeing of securities, under the supervision of or regulated by a public commission, board, or officer of the United States, or of Canada, or of any state, province, or municipal corporation in either of such countries. Equipment-trust securities based on chattel mortgages, leases, or agreements for conditional sale, of cars, locomotives, motor trucks, or other rolling stock or of motor vehicles mortgaged, leased, or sold to, or finished for the use of, a public utility, are exempt; and so are equipment securities where the ownership or title of such equipment is pledged or retained, in accordance with the laws of the United States or of any state, or of Canada or any province thereof, to secure the payment of such securities. (G) Commercial paper and promissory notes are exempt when they are not offered directly or indirectly for sale to the public. (H) Any security issued or guaranteed by an insurance company, except as provided in section 1707.32 of the Revised Code, is exempt if such company is under the supervision of, and the issuance or guaranty of such security is regulated by, a state. (I) Any security, except notes, bonds, debentures, or other evidences of indebtedness or of promises or agreements to pay money, which is issued by a person, corporation, or association organized not for profit, including persons, corporations, and associations organized exclusively for conducting county fairs, or for religious, educational, social, recreational, athletic, benevolent, fraternal, charitable, or reformatory purposes, and agricultural cooperatives as defined in section 1729.01 of the Revised Code, is exempt, if no part of the net earnings of such issuer inures to the benefit of any shareholder or member of such issuer or of any individual, and if the total commission, remuneration, expense, or discount in connection with the sale of such securities does not exceed two per cent of the total sale price thereof plus five hundred dollars. (J)(1) Any securities outstanding for a period of not less than five years, on which there has occurred no default in payment of principal, interest, or dividend or distribution for the five years immediately preceding the sale, are exempt. (2) For the purpose of division (J) of this section, the dividend, distribution, or interest rate on securities in which no such rate is specified shall be at the rate of at least four per cent annually on the aggregate of the price at which such securities are to be sold. (K) All bonds issued under authority of Chapter 165. or 761., or section 4582.06 or 4582.31 of the Revised Code are exempt. Last updated August 9, 2023 at 2:49 PM
Ohio Rev. Code § 1782.4310 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.4310
§ 1782.4310. Filing of 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 1782.438 or 1782.439 of the Revised Code, or at a later time as authorized by the declaration of conversion, a certificate of conversion that is signed by an authorized representative of the converting entity shall be filed with the secretary of state. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the information required 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 that 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, or 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), or (9) of section 1782.432 of the Revised Code. (4) If a foreign or domestic corporation licensed to transact business in this state is the converting entity, the certificate of conversion shall be accompanied by the affidavits, receipts, certificates, or other evidence required by division (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 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 they become due in the usual course of its affairs. (E) The secretary of state shall furnish, upon request and payment of the fee specified in division (K)(2) of section 111.16 of the Revised Code, the secretary of state's certificate setting forth all of the following: (1) The name and form of entity of the converting entity and the state under the laws of which it existed prior to the conversion; (2) The name and 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.
Ohio Rev. Code § 1704.07 — Ohio Revised Code / Title 17 / Chapter 1704 / § 1704.07
§ 1704.07. Other applicable laws
Status: in_force

April 11, 1990 Senate Bill 321 - 118th General Assembly (A) The requirements of this chapter are in addition to the requirements of other applicable law, including the provisions of Chapters 1701. and 1707. of the Revised Code. (B) Except to the extent specifically provided to the contrary by this chapter, nothing in this chapter shall limit or affect the application of any provision of Chapter 1701. or 1707. of the Revised Code that is not inconsistent with, in conflict with, or contrary to the provisions of this chapter. (C) Except as otherwise provided in this chapter, nothing in this chapter shall be construed to affect or impair any right, remedy, obligation, duty, power, or authority of any interested shareholder, any issuing public corporation, the directors of any interested shareholder or any issuing public corporation, or any other person under the laws of this or any other state or of the United States. (D) If any application of any provision of this chapter 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 chapter, and the parts and applications of this chapter shall be severable. Disclaimer Contact About
Ohio Rev. Code § 1701.73 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.73
§ 1701.73. Filing and signing of certificate of amendment or amended articles
Status: in_force

January 30, 2014 House Bill 72 - 130th General Assembly (A)(1) Upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting the amendment or amended articles, a statement of the manner of its adoption, and, in the case of adoption of the resolution by the incorporators or directors, a statement of the basis for such adoption, shall be filed with the secretary of state, and thereupon the articles shall be amended accordingly, any change of shares provided for in the amendment or amended articles shall become effective, and the amended articles shall supersede the existing articles. (2) Except as provided in division (A)(3) of this section, when an amendment or amended articles are adopted by the directors pursuant to section 1701.70 of the Revised Code, the corporation shall send notice of the amendment or amended articles, and a copy or summary of the amendment or amended articles, by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice and copy or summary are sent, to each shareholder of the corporation of record as of the date on which the directors approved the amendment or amended articles. The notice shall be sent to the shareholders within twenty days after the filing of the certificate required by division (A)(1) of this section. (3) Any corporation that files periodic reports with the United States securities and exchange commission pursuant to section 13 of the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78m, as amended, or section 15(d) of the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d), as amended, may satisfy the notice to shareholders of record requirement of division (A)(2) of this section by including a copy or summary of the amendment or amended articles in a report filed in accordance with those provisions within twenty days after the filing of the certificate required by division (A)(1) of this section. (B) When an amendment or amended articles are adopted by the incorporators, the certificate described in division (A)(1) of this section shall be signed by each of them. (C) When an amendment or amended articles are adopted by the directors or by the shareholders, the certificate described in division (A)(1) of this section shall be signed by any authorized officer. (D) A copy of an amendment or amended articles changing the name of a corporation or its principal office in this state, 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 for such recording, the county recorder shall charge and collect the same fee as provided for in division (A)(1) of section 317.32 of the Revised Code. The copy shall be recorded in the official records of the county recorder.
Ohio Rev. Code § 1701.23 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.23
§ 1701.23. Redemption of shares
Status: in_force

October 16, 1961 Senate Bill 11 - 104th General Assembly (A) By the express terms of shares of any class or series, such shares may be redeemable, in whole at one time or in part from time to time, at the option of the corporation, or at a specified time or event, in such manner and upon such conditions, price, and notice as are provided in said express terms. The exercise of such right of redemption shall, however, be subject to the limitations provided in section 1701.35 of the Revised Code. (B) Unless otherwise provided in the articles, redemption of a part only of the outstanding shares on call shall be pro rata or by lot in such manner as the directors deem equitable.
Ohio Rev. Code § 1706.616 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.616
§ 1706.616. Payment of expenses
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly On termination of the derivative action the court may do any of the following: (A) Order the limited liability company to pay the plaintiff's reasonable expenses, including attorney fees, incurred by the plaintiff in the derivative action if the court finds that the derivative action has resulted in a substantial benefit to the limited liability company; (B) Order a series to pay the plaintiff's reasonable expenses, including attorney fees, incurred by the plaintiff in the derivative action if the court finds that the derivative action has resulted in a substantial benefit to the series; (C) Order the plaintiff to pay any defendant's reasonable expenses, including attorney fees, incurred by the defendant in defending the derivative action if it finds that the derivative action was commenced or maintained without reasonable cause or for an improper purpose; (D) Order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion, or other paper, if it finds both of the following: (1) That the pleading, motion, or other paper was not well grounded in fact, after reasonable inquiry, or not warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law. (2) That the pleading, motion, or other paper was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
Ohio Rev. Code § 1739.19 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.19
§ 1739.19. Member and employees deemed insureds or policyholders
Status: in_force

April 9, 1993 House Bill 689 - 119th General Assembly (A) For the purpose of determining whether a multiple employer welfare arrangement operating a group self-insurance program has violated any provision of the Revised Code or any rule adopted by the superintendent of insurance, a member or its employees are deemed "insureds" or "policyholders" as used in Title XXXIX of the Revised Code. (B) Notwithstanding division (A) of this section, no multiple employer welfare arrangement operating a group self-insurance program shall be considered an insurer for the purposes of Chapters 3955. and 3956. of the Revised Code, or the laws of this state that relate solely to insurers or insurance companies. (C) Except for the purpose of describing any sickness and accident or excess insurance or stop-loss insurance policy to which a multiple employer welfare arrangement operating a group self-insurance program is a party, no such arrangement shall use in its name, contracts, literature, advertising in any medium, or any other printed matter the words "insurance," "casualty," "surety," "mutual," or any other words descriptive of the insurance business or deceptively similar to the name or description of any insurer doing business in the state.
Ohio Rev. Code § 1711.30 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.30
§ 1711.30. Election on question of issuing bonds
Status: in_force

January 1, 2026 House Bill 96 - 136th General Assembly Before issuing bonds under section 1711.28 of the Revised Code, the board of county commissioners, by resolution, shall submit to the qualified electors of the county at the next general election for county officers, held not less than ninety days after receiving from the county agricultural society the notice provided for in section 1711.25 of the Revised Code, the question of issuing and selling such bonds in such amount and denomination as are necessary for the purpose in view, and shall certify a copy of such resolution to the county board of elections. The county board of elections shall place the question of issuing and selling such bonds upon the ballot and make all other necessary arrangements for the submission, at the time fixed by such resolution, of such question to such electors. The votes cast at such election upon such question must be counted, canvassed, and certified in the same manner, except as provided by law, as votes cast for county officers. Fifteen days' notice of such submission shall be given by the county board of elections, by publication once a week for two consecutive weeks in a newspaper of general circulation in the county or as provided in section 7.16 of the Revised Code, stating the amount of bonds to be issued, the purpose for which they are to be issued, and the time and places of holding such election. If the resolution proposes the levy of a tax under section 1711.29 of the Revised Code, the notice shall include the rate of the tax in both mills for each one dollar of taxable value and in dollars for each one hundred thousand dollars of the county auditor's market value. The question must be stated on the ballot as follows: "For the issue of county fair bonds, yes"; "For the issue of county fair bonds, no." If the resolution proposes the levy of a tax under section 1711.29 of the Revised Code, the question appearing on the ballot shall include the rate of the tax in both mills for each one dollar of taxable value and in dollars for each one hundred thousand dollars of the county auditor's market value. If the majority of those voting upon the question of issuing the bonds vote in favor thereof, then and only then shall they be issued and the tax provided for in section 1711.29 of the Revised Code be levied. As used in this section, "the county auditor's market value" has the same meaning as in section 5705.01 of the Revised Code. Last updated October 6, 2025 at 12:13 PM
Ohio Rev. Code § 1739.061 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.061
§ 1739.061. Standardized prescription identification information - pharmacy benefits to be included
Status: in_force

March 23, 2015 House Bill 201 - 130th General Assembly (A)(1) This section applies to both of the following: (a) A multiple employer welfare arrangement that issues or requires the use of a standardized identification card or an electronic technology for submission and routing of prescription drug claims; (b) A person or entity that a multiple employer welfare arrangement contracts with to issue a standardized identification card or an electronic technology described in division (A)(1)(a) of this section. (2) Notwithstanding division (A)(1) of this section, this section does not apply to the issuance or required use of a standardized identification card or an electronic technology for the submission and routing of prescription drug claims in connection with any of the following: (a) Any program or arrangement covering only accident, credit, dental, disability income, long-term care, hospital indemnity, medicare supplement, medicare, tricare, specified disease, or vision care; coverage under a one-time-limited-duration policy that is less than twelve months; coverage issued as a supplement to liability insurance; insurance arising out of 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. (b) Coverage provided under the medicaid program. (c) Coverage provided under an employer's self-insurance plan or by any of its administrators, as defined in section 3959.01 of the Revised Code, to the extent that federal law supersedes, preempts, prohibits, or otherwise precludes the application of this section to the plan and its administrators. (B) A standardized identification card or an electronic technology issued or required to be used as provided in division (A)(1) of this section shall contain uniform prescription drug information in accordance with either division (B)(1) or (2) of this section. (1) The standardized identification card or the electronic technology shall be in a format and contain information fields approved by the national council for prescription drug programs or a successor organization, as specified in the council's or successor organization's pharmacy identification card implementation guide in effect on the first day of October most immediately preceding the issuance or required use of the standardized identification card or the electronic technology. (2) If the multiple employer welfare arrangement or person under contract with it to issue a standardized identification card or an electronic technology requires the information for the submission and routing of a claim, the standardized identification card or the electronic technology shall contain any of the following information: (a) The name of the multiple employer welfare arrangement; (b) The individual's name, group number, and identification number; (c) A telephone number to inquire about pharmacy-related issues; (d) The issuer's international identification number, labeled as "ANSI BIN" or "RxBIN"; (e) The processor's control number, labeled as "RxPCN"; (f) The individual's pharmacy benefits group number if different from the insured's medical group number, labeled as "RxGrp." (C) If the standardized identification card or the electronic technology issued or required to be used as provided in division (A)(1) of this section is also used for submission and routing of nonpharmacy claims, the designation "Rx" is required to be included as part of the labels identified in divisions (B)(2)(d) and (e) of this section if the issuer's international identification number or the processor's control number is different for medical and pharmacy claims. (D) Each multiple employer welfare arrangement described in division (A) of this section shall annually file a certificate with the superintendent of insurance certifying that it or any person it contracts with to issue a standardized identification card or electronic technology for submission and routing of prescription drug claims complies with this section. (E)(1) Except as provided in division (E)(2) of this section, if there is a change in the information contained in the standardized identification card or the electronic technology issued to an individual, the multiple employer welfare arrangement or person under contract with it to issue a standardized identification card or an electronic technology shall issue a new card or electronic technology to the individual. (2) A multiple employer welfare arrangement or person under contract with it is not required under division (E)(1) of this section to issue a new card or electronic technology to an individual more than once during a twelve-month period. (F) Nothing in this section shall be construed as requiring a multiple employer welfare arrangement to produce more than one standardized identification card or one electronic technology for use by individuals accessing health care benefits provided under a multiple employer welfare arrangement. Last updated November 23, 2021 at 3:53 PM
Ohio Rev. Code § 1701.832 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.832
§ 1701.832. State's responsibility as to tender offers
Status: in_force

November 21, 1997 House Bill 170 - 122nd General Assembly (A) In enacting Amended Substitute House Bill No. 822 of the 114th general assembly, which amended sections 1701.01 , 1701.11 , 1701.37 , 1701.48 , 1707.01 , 1707.23 , 1707.26 , 1707.29 , and 1707.99 and enacted sections 1701.831 and 1707.042 of the Revised Code, the general assembly found and continues to find that: (1) Existing Ohio corporate law was designed to deal with traditional methods of transfer of control of Ohio corporations. The tender offer has evolved as an alternative device to acquire control of a public corporation that has been in widespread use in the past several decades. The acquisition of significant blocks of the securities of a public company in the open market or private transactions in connection with actual or apparent efforts to acquire control has become more common in recent years and has further complicated the impact of tender offers upon a corporation and its shareholders. Numerous Ohio corporations have been the subject of tender offers and accumulations of significant blocks of securities. (2) The accumulation of a large block of a corporation's voting shares, or other securities convertible into voting shares, through direct or indirect acquisition from one or more existing shareholders of the corporation has not been subject to the normal corporate approval mechanisms involved in other typical types of acquisition transactions such as mergers, consolidations, combinations, and majority share acquisitions. Such accumulations, however, can result in shifts of effective corporate control and hence, from a business and financial perspective, directly or indirectly, can result in significant changes in a variety of basic corporate circumstances identical or substantially similar to those arising as a result of the above-mentioned transactions. For instance, a change in corporate control accompanying a large accumulation of shares will very often result in a fundamental change in the ongoing business of the corporation and a concomitant fundamental change in the nature of the shareholders' investment in it. Thus the potential that such changes in corporate circumstances will occur gives rise to basic issues concerning the internal affairs of the corporation typical of those arising in mergers, consolidations, combinations, and majority share acquisitions. The form of the transaction in which such issues arise should not alter the basic corporate mechanisms by which such issues are presented and resolved. (3) Tender offers almost always involve a change in corporate control and, therefore, give rise to these same basic issues concerning internal corporate affairs. Although tender offers in theory offer shareholders the opportunity to consider such issues in deciding whether or not to tender their shares, in practice they do not. Tender offers are coercive in the sense that shareholders are normally concerned that a majority of their fellow shareholders will tender their shares, leaving them in a minority position with one controlling shareholder. Thus, shareholders often feel compelled to tender their shares, regardless of how they feel about the corporate control issues inherent in any tender offer. The opportunity for reasoned decision-making is further hindered by the short time periods in which tender offers can be consummated, the structures of many recent tender offers, which are designed to encourage prompt tenders, and the fact that individual shareholders typically receive or obtain tender offer materials much later than institutional shareholders. (4) It is in the public interest for shareholders to have a reasonable opportunity to express their views by voting on a proposed shift of control, an opportunity currently available under Ohio general corporation law, Chapter 1701. of the Revised Code, in transactions with similar effects. The general assembly also believes that it is in the public interest for Ohio securities laws, Chapter 1707. of the Revised Code, to provide evenhanded protection of offerors and shareholders from fraudulent and manipulative transactions arising in connection with control acquisitions. (5) Initial state efforts to deal with tender offer developments have been questioned by the federal courts. The general assembly observes that responsibility for general corporate laws is the function of state legislation and that no federal law of corporations exists. The general assembly observes that securities law protection of state residents has long been recognized as an appropriate subject of state law regulation under the federal system. The general assembly acknowledges an in loco parentis responsibility to shareholders who invest in corporations created under the laws of Ohio and to shareholders generally who reside in Ohio. (B) Sections 1701.01 , 1701.11 , 1701.37 , 1701.48 , 1707.01 , 1707.23 , 1707.26 , 1707.29 , and 1707.99 , as amended by Amended Substitute House Bill No. 822 of the 114th general assembly, and sections 1701.831 and 1707.042 , as enacted by that act, were a recognition of the state's responsibility with respect to the subject matter of the act. Nevertheless, with a view to avoiding an undue burden on interstate commerce, as expressed in recent court decisions, the amendments were designed to have the minimum impact upon interstate commerce consistent with Ohio responsibility in respect to the subject matter. Accordingly, the security law amendments made by that act to sections 1707.23 , 1707.26 , 1707.29 , and 1707.99 and in newly enacted section 1707.042 of the Revised Code were limited to application to Ohio resident investors, and the corporate law amendments made by that act to sections 1701.01 , 1701.11 , 1701.37 , and 1701.48 and in newly enacted section 1701.831 of the Revised Code were limited to corporations created under the laws of Ohio with the strong Ohio ties provided in the amendments. The corporate legislation does not include a requirement for Ohio resident investors because of the difficulty of ascertainment by potential acquirers and others of the residence of shareholders. The general assembly finds that corporations satisfying the jurisdictional nexus provided by the amendments may be deemed to have a substantial and significant shareholder base in the state. (C) The general assembly confirms all of the findings of this section as enacted by Amended Substitute House Bill No. 822 of the 114th general assembly, except that the general assembly declares that, from the effective date of this amendment, November 2, 1989, and the concurrent amendment of section 1701.11 of the Revised Code by the addition of division (B)(9)(a)(ii) to that section, the standards of that division are permitted, as an alternative to the ties with Ohio essential to the status of a control share acquisition, to qualify for the authorized restrictions on transfer of shares. The general assembly further finds that the omission of a reference to "1701.01" immediately following the phrase "the corporate law amendments in sections" in the enactment of division (B) of this section was inadvertent. (D) The general assembly confirms all of the findings of this section as enacted by Amended Substitute House Bill No. 822 of the 114th general assembly, and as amended by Amended Substitute House Bill No. 358 of the 118th general assembly, and further finds all of the following: (1) Although Ohio general corporation law, Chapter 1701. of the Revised Code, requires that a special meeting be held to enable shareholders of an issuing public corporation to vote on any control share acquisition, it describes meeting procedures, like other states, primarily in general terms. (2) Where the law, or the articles of incorporation and code of regulations of the issuing public corporation, do not mandate specific meeting procedures, the directors of the corporation must define appropriate procedures consistent with their fiduciary duties as provided in section 1701.59 of the Revised Code. In carrying out these duties, practices and procedures have developed from experience in this state and elsewhere to ensure fair and efficient meetings. These practices and procedures include the use of a variety and number of presumptions and forms of proxy. (3) The use of presumptions and forms of proxy reflects the fact that, in this state and other states with similar laws, efficiency and finality are necessary priorities over precision and certitude in the conduct of a meeting. It is the responsibility of the directors to utilize practices and procedures, including presumptions and forms of proxy, that are consistent with their fiduciary duties.
Ohio Rev. Code § 1715.05 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.05
§ 1715.05. Disposition of unused real estate
Status: in_force

October 7, 1977 House Bill 42 - 112th General Assembly When the title to real estate is vested in trustees for the use of churches or congregations of churches, and owing to its peculiar situation or to the nature of the trust or conditions upon which it is held, such real estate for twenty years has not been claimed by or appropriated to the use of churches or congregations as originally contemplated and such trustees are in doubt as to what disposition to make of it, or when any public church site and meetinghouse has been abandoned by the public as a place of worship and the trustees invested with the title to such property have sold it and are in doubt as to what disposition to make of the proceeds, such trustees may file a petition in the court of common pleas of the county where the property is situated, setting forth all the facts in the case and asking such court's direction as to the proper disposition of such property or proceeds. Notice of the filing of such petition must 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 a person, church, or congregation claiming an interest in the subject matter thereof may appear and file an answer thereto. On final hearing of the case the court shall make such order or decree as will best secure the rights of the churches, congregation, or persons having an interest in such property or proceeds and as will best promote the interests of religion, conforming as nearly as possible to the nature and terms of the original trust or purpose with which such property or proceeds were charged, and shall tax the costs of the proceeding as justice requires.
Ohio Rev. Code § 1710.02 — Ohio Revised Code / Title 17 / Chapter 1710 / § 1710.02
§ 1710.02. Creation and organization
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly (A)(1) A special improvement district may be created within the boundaries of any one municipal corporation, any one township, or any combination of municipal corporations and townships within a single county, or counties that adjoin one another, for the purpose of developing and implementing plans for public improvements and public services that benefit the district. A district may be created by petition of the owners of real property within the proposed district, or by an existing qualified nonprofit corporation. (2) If the district is created by an existing qualified nonprofit corporation, the purposes for which the district is created may be supplemental to the other purposes for which the corporation is organized. The corporation is considered a special improvement district only when it acts with respect to a purpose for which the district is created, and not when it acts with respect to any other purpose for which it is organized. (3) All territory in a special improvement district shall be contiguous; except that the territory in a special improvement district may be noncontiguous if at least one special energy improvement project or shoreline improvement project is designated for each parcel of real property included within the special improvement district. Additional territory may be added to a special improvement district created under this chapter for the purpose of developing and implementing plans for special energy improvement projects or shoreline improvement projects if at least one special energy improvement project or shoreline improvement project, respectively, is designated for each parcel of real property included within such additional territory and the addition of territory is authorized by the initial plan proposed under division (F) of this section or a plan adopted by the board of directors of the special improvement district under section 1710.06 of the Revised Code. (4) The district shall be governed by the board of trustees of a nonprofit corporation. This board shall be known as the board of directors of the special improvement district. (5) No special improvement district shall include any church property, or property of the federal or state government or a county, township, municipal corporation, or park district, unless the church or the county, township, municipal corporation, or park district specifically requests in writing that the property be included within the district, or unless the church is a member of the existing qualified nonprofit corporation creating the district at the time the district is created. (6) A shoreline improvement project may extend into the territory of Lake Erie as described in sections 1506.10 and 1506.11 of the Revised Code. However, the state shall remain exempt from any special assessment that may be levied against that territory under section 1710.06 and Chapter 727. of the Revised Code. (7) More than one district may be created within a participating political subdivision, but no real property may be included within more than one district unless the owner of the property files a written consent with the clerk of the legislative authority, the township fiscal officer, or the village clerk, as appropriate. (8) The area of each district shall be contiguous; except that the area of a special improvement district may be noncontiguous if all parcels of real property included within such area contain at least one special energy improvement or shoreline improvement thereon. (B) Subject to division (A)(2) of this section, all of the following apply: (1) A district created under this chapter is not a political subdivision, except for purposes of section 4905.34 of the Revised Code. (2) A district created under this chapter shall be considered a public agency under section 102.01 and a public authority under section 4115.03 of the Revised Code. (3) Districts created under this chapter are not subject to sections 121.81 to 121.82 of the Revised Code. Districts created under this chapter are subject to sections 121.22 and 121.23 of the Revised Code. (4) All records of the district are public records under section 149.43 of the Revised Code, except that records of organizations contracting with a district are not public records under section 149.43 or section 149.431 of the Revised Code solely by reason of any contract with a district. (C)(1) Subject to division (C)(2) of this section, both of the following apply: (a) Membership on the board of directors of the district shall not be considered as holding a public office. However, each member of the board of directors of a district, each member's designee or proxy, and each officer or employee of a district is a public official or employee under section 102.01 and a public official under section 2921.42 of the Revised Code. District officers and district members and directors and their designees or proxies are not required to file a statement with the Ohio ethics commission under section 102.02 of the Revised Code. (b) Directors and their designees shall be entitled to the immunities provided by Chapter 1702. and to the same immunity as an employee under division (A)(6) of section 2744.03 of the Revised Code, except that directors and their designees shall not be entitled to the indemnification provided in section 2744.07 of the Revised Code unless the director or designee is an employee or official of a participating political subdivision of the district and is acting within the scope of the director's or designee's employment or official responsibilities. (2) District officers and district members and directors of a district created by an existing qualified nonprofit corporation, and their designees or proxies, are public officials or employees under section 102.01 and public officials under section 2921.42 of the Revised Code by virtue of their positions with the corporation only when they act with respect to a purpose for which the district is created, and not when they act with respect to any other purpose for which the corporation is organized. (D) Except as otherwise provided in this section, the nonprofit corporation that governs a district shall be organized in the manner described in Chapter 1702. of the Revised Code. Except in the case of a district created by an existing qualified nonprofit corporation, the corporation's articles of incorporation are required to be approved, as provided in division (E) of this section, by resolution of the legislative authority of each participating political subdivision of the district. A copy of that resolution shall be filed along with the articles of incorporation in the secretary of state's office. In addition to meeting the requirements for articles of incorporation set forth in Chapter 1702. of the Revised Code, the articles of incorporation for the nonprofit corporation governing a district formed under this chapter shall provide all the following: (1) The name for the district, which shall include the name of each participating political subdivision of the district; (2) A description of the territory within the district, which may be all or part of each participating political subdivision. The description shall be specific enough to enable real property owners to determine if their property is located within the district. (3) A description of the procedure by which the articles of incorporation may be amended. The procedure shall include receiving approval of the amendment, by resolution, from the legislative authority of each participating political subdivision and filing the approved amendment and resolution with the secretary of state. (4) The reasons for creating the district, plus an explanation of how the district will be conducive to the public health, safety, peace, convenience, and welfare of the district. (E) The articles of incorporation for a nonprofit corporation governing a district created under this chapter and amendments to them shall be submitted to the municipal executive, if any, and the legislative authority of each municipal corporation or township in which the proposed district is to be located. Except in the case of a district created by an existing qualified nonprofit corporation, the articles or amendments shall be accompanied by a petition signed either by the owners of at least sixty per cent of the front footage of all real property located in the proposed district that abuts upon any street, alley, public road, place, boulevard, parkway, park entrance, easement, or other existing public improvement within the proposed district, excluding church property or property owned by the state, county, township, municipal, park district, or federal government, unless a church, county, township, municipal corporation, or park district has specifically requested in writing that the property be included in the district, or by the owners of at least seventy-five per cent of the area of all real property located within the proposed district, excluding church property or property owned by the state, county, township, municipal, park district, or federal government, unless a church, county, township, municipal corporation, or park district has specifically requested in writing that the property be included in the district. Pursuant to Section 2o of Article VIII, Ohio Constitution, the petition required under this division may be for the purpose of developing and implementing plans for special energy improvement projects or shoreline improvement projects, and, in such case, is determined to be in furtherance of the purposes set forth in Section 2o of Article VIII, Ohio Constitution. Except as provided in division (H) of this section, if a special improvement district is being created under this chapter for the purpose of developing and implementing plans for special energy improvement projects or shoreline improvement projects, the petition required under this division shall be signed by one hundred per cent of the owners of the area of all real property located within the proposed special improvement district, at least one special energy improvement project or shoreline improvement project shall be designated for each parcel of real property within the special improvement district, and the special improvement district may include any number of parcels of real property as determined by the legislative authority of each participating political subdivision in which the proposed special improvement district is to be located. For purposes of determining compliance with these requirements, the area of the district, or the front footage and ownership of property, shall be as shown in the most current records available at the county recorder's office and the county engineer's office sixty days prior to the date on which the petition is filed. Each municipal corporation or township with which the petition is filed has sixty days to approve or disapprove, by resolution, the petition, including the articles of incorporation. In the case of a district created by an existing qualified nonprofit corporation, each municipal corporation or township has sixty days to approve or disapprove the creation of the district after the corporation submits the articles of incorporation or amendments thereto. This chapter does not prohibit or restrict the rights of municipal corporations under Article XVIII of the Ohio Constitution or the right of the municipal legislative authority to impose reasonable conditions in a resolution of approval. The acquisition, installation, equipping, and improvement of a special energy improvement project under this chapter shall not supersede any local zoning, environmental, or similar law or regulation. In addition, all activities associated with a shoreline improvement project that is implemented under this chapter shall comply with all applicable local zoning requirements, all local, state, and federal environmental laws and regulations, and all applicable requirements established in Chapter 1506. of the Revised Code and rules adopted under it. (F) Persons proposing creation and operation of the district may propose an initial plan for public services or public improvements that benefit all or any part of the district. Any initial plan shall be submitted as part of the petition proposing creation of the district or, in the case of a district created by an existing qualified nonprofit corporation, shall be submitted with the articles of incorporation or amendments thereto. An initial plan may include provisions for the following: (1) Creation and operation of the district and of the nonprofit corporation to govern the district under this chapter; (2) Hiring employees and professional services; (3) Contracting for insurance; (4) Purchasing or leasing office space and office equipment; (5) Other actions necessary initially to form, operate, or organize the district and the nonprofit corporation to govern the district; (6) A plan for public improvements or public services that benefit all or part of the district, which plan shall comply with the requirements of division (A) of section 1710.06 of the Revised Code and may include, but is not limited to, any of the permissive provisions described in the fourth sentence of that division or listed in divisions (A)(1) to (7) of that section; (7) If the special improvement district is being created under this chapter for the purpose of developing and implementing plans for special energy improvement projects or shoreline improvement projects, provision for the addition of territory to the special improvement district. After the initial plan is approved by all municipal corporations and townships to which it is submitted for approval and the district is created, each participating subdivision shall levy a special assessment within its boundaries to pay for the costs of the initial plan. The levy shall be for no more than ten years from the date of the approval of the initial plan; except that if the proceeds of the levy are to be used to pay the costs of a special energy improvement project or shoreline improvement project, the levy of a special assessment shall be for no more than thirty years from the date of approval of the initial plan. In the event that additional territory is added to a special improvement district, the special assessment to be levied with respect to such additional territory shall commence not earlier than the date such territory is added and shall be for no more than thirty years from such date. For purposes of levying an assessment for this initial plan, the services or improvements included in the initial plan shall be deemed a special benefit to property owners within the district. (G) Each nonprofit corporation governing a district under this chapter may do the following: (1) Exercise all powers of nonprofit corporations granted under Chapter 1702. of the Revised Code that do not conflict with this chapter; (2) Develop, adopt, revise, implement, and repeal plans for public improvements and public services for all or any part of the district; (3) Contract with any person, political subdivision as defined in section 2744.01 of the Revised Code, or state agency as defined in section 1.60 of the Revised Code to develop and implement plans for public improvements or public services within the district; (4) Contract and pay for insurance for the district and for directors, officers, agents, contractors, employees, or members of the district for any consequences of the implementation of any plan adopted by the district or any actions of the district. The board of directors of a special improvement district may, acting as agent and on behalf of a participating political subdivision, sell, transfer, lease, or convey any special energy improvement project owned by the participating political subdivision upon a determination by the legislative authority thereof that the project is not required to be owned exclusively by the participating political subdivision for its purposes, for uses determined by the legislative authority thereof as those that will promote the welfare of the people of such participating political subdivision; improve the quality of life and the general and economic well-being of the people of the participating political subdivision; better ensure the public health, safety, and welfare; protect water and other natural resources; provide for the conservation and preservation of natural and open areas and farmlands, including by making urban areas more desirable or suitable for development and revitalization; control, prevent, minimize, clean up, or mediate certain contamination of or pollution from lands in the state and water contamination or pollution; or provide for safe and natural areas and resources. The legislative authority of each participating political subdivision shall specify the consideration for such sale, transfer, lease, or conveyance and any other terms thereof. Any determinations made by a legislative authority of a participating political subdivision under this division shall be conclusive. Any sale, transfer, lease, or conveyance of a special energy improvement project by a participating political subdivision or the board of directors of the special improvement district may be made without advertising, receipt of bids, or other competitive bidding procedures applicable to the participating political subdivision or the special improvement district under Chapter 153. or 735. or section 1710.11 of the Revised Code or other representative provisions of the Revised Code. (H) The owner of real property that is part of a planned community or a condominium development is deemed to have signed the petitions required under division (E) of this section and division (B) of section 1710.06 of the Revised Code with respect to a special improvement district that is being created for the purpose of developing and implementing plans for shoreline improvement projects if the district and the projects have been approved through an alternative process prescribed by the bylaws, declarations, covenants, and restrictions governing the planned community or condominium development. Such an alternative process may consist of a vote of the owners association or unit owners association, the approval of a specified percentage of property owners, or any other procedure authorized by the bylaws, declarations, covenants, and restrictions governing the planned community or condominium development. As used in this division, "condominium development" and "unit owners association" have the same meanings as in section 5311.01 of the Revised Code, and "planned community," "owners association," "bylaws," and "declaration" have the same meanings as in section 5312.01 of the Revised Code. Last updated October 3, 2023 at 9:15 AM
Ohio Rev. Code § 1702.54 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.54
§ 1702.54. False statement or entry
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly (A) No officer, director, employee, or agent of a corporation shall, either alone or with another or others, with intent to deceive: (1) Make, issue, deliver, transmit by mail, or publish any prospectus, report, circular, certificate, statement, balance sheet, exhibit, or document, respecting membership rights in, or the activities, assets, liabilities, earnings, or accounts of, a corporation, that is false in any material respect, knowing the same to be false; (2) Having charge of any books, minutes, records, or accounts of a corporation, make therein any entry that is false in any material respect, knowing such entry to be false, or remove, erase, alter, or cancel any entry therein, knowing that the entries resulting therefrom will be false. (B) Whoever violates this section shall be personally liable, jointly and severally, with all other persons participating with the person in any such act, to any person for any damage actually suffered and proximately resulting from such act. (C) No action to enforce a liability under this section shall be brought after four years from the time of the act complained of. (D) Remedies under this section are not exclusive of other remedies at common law or under other statutes.
Ohio Rev. Code § 1706.615 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.615
§ 1706.615. Discontinuance or settlement
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly A derivative action may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of members of the limited liability company, or the interests of members associated with a series of the limited liability company, the court shall direct that notice be given to the members affected.
Ohio Rev. Code § 1751.271 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.271
§ 1751.271. Medicaid providers - performance bond
Status: in_force

September 29, 2013 House Bill 59 - 130th General Assembly (A) Each health insuring corporation that provides coverage to medicaid recipients shall post a performance bond in the amount of three million dollars as security to fulfill the obligations of the health insuring corporation to pay claims of contracted providers for covered health care services provided to medicaid recipients. The bond shall be payable to the department of insurance in the event that the health insuring corporation is placed in rehabilitation or liquidation proceedings under Chapter 3903. of the Revised Code, and shall become a special deposit subject to section 3903.14 or 3903.421 of the Revised Code, as applicable. In lieu of the performance bond, a medicaid health insuring corporation may deposit securities with the superintendent of insurance, acceptable to the superintendent, in the amount of three million dollars, to satisfy the bonding requirements of this section. Upon rehabilitation or liquidation, the securities shall become a special deposit subject to sections 3903.14 and 3903.421 of the Revised Code, as applicable. The health insuring corporation shall receive the interest on the deposited securities as long as the health insuring corporation remains solvent. (B) The bond shall be issued by a surety company licensed with the department of insurance. The bond or deposit, or any replacement bond or deposit, shall be in a form acceptable to the superintendent, and shall remain in effect during the duration of the medicaid health insuring corporation's license and thereafter until all claims against the medicaid health insuring corporation have been paid in full. (C) Documentation of the bond acceptable to the superintendent of insurance shall be filed with the superintendent prior to the issuance of a certificate of authority. Annually, thirty days prior to the renewal of its certificate of authority, every medicaid health insuring corporation shall furnish the superintendent of insurance with evidence that the required bond is still in effect. (D) As used in this section: (1) "Contracted provider" means a provider that has a contract with a medicaid health insuring corporation to provide covered health care services to medicaid recipients. (2) "Medicaid health insuring corporation" means a health insuring corporation that provides health insurance coverage or otherwise assumes claims liabilities for medicaid recipients. (3) "Medicaid recipient" means a person enrolled in the medicaid program.
Ohio Rev. Code § 1707.471 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.471
§ 1707.471. Restitution assistance awards from Ohio investor recovery fund
Status: in_force

September 30, 2021 House Bill 110 - 134th General Assembly (A) A person that is eligible for a restitution assistance award under section 1707.47 of the Revised Code may submit an application for restitution assistance to the division in a manner and form prescribed by the division of securities. (B) To receive a restitution assistance award, the claimant shall submit an application to the division within one hundred eighty days after the date of the final order. The division may grant an extension for good cause shown by the claimant. In no case shall the division accept an application that is received more than two years after the date of the final order. (C) The maximum award from the Ohio investor recovery fund created in section 1707.47 of the Revised Code for each claimant shall be the lesser of twenty-five thousand dollars or twenty-five per cent of the amount of monetary injury suffered by the victim as specified in the final order. (D) The state is subrogated to the rights of the person awarded restitution assistance under section 1707.47 of the Revised Code to the extent of the award. The subrogation rights are against the person that committed the securities violation or a person liable for the pecuniary loss. (E) The state may obtain a lien on the restitution assistance award in a separation action brought by the state or through state intervention in an action brought by or on behalf of the victim. (F)(1) No claimant shall knowingly file or cause to be filed an application for restitution assistance or documents supporting the application that contain false, incomplete, or misleading information in any material respect. (2) A claimant that violates division (F)(1) of this section shall forfeit all restitution assistance provided from the fund and shall be fined not more than ten thousand dollars by the division. (3) Notwithstanding section 1707.28 of the Revised Code, a proceeding to determine whether a violation of division (F)(1) of this section occurred shall be commenced not later than two years after the date on which the division discovered the violation or through reasonable diligence should have discovered the violation, whichever is earlier. (G) The division shall adopt rules as necessary to implement sections 1707.47 and 1707.471 of the Revised Code, including rules governing the processes for both of the following: (1) Reviewing applications for restitution assistance awards; (2) Suspending awards or making a prorated payment of awards when the fund balance approaches or reaches a balance below two hundred fifty thousand dollars. Last updated July 28, 2021 at 4:33 PM
Ohio Rev. Code § 1713.17 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.17
§ 1713.17. Alumni association may elect one fifth of board
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The alumni composing the alumni association of a university or college referred to in section 1713.12 of the Revised Code may elect as members of the board of trustees of such university or college, as many members of such alumni association as there are members of the class of alumni trustees assigned or apportioned to said alumni association by the board. Such class shall constitute not less than one fifth of the entire board, not including the president. This election shall be held under such regulations as the alumni association prescribes, and the result shall be certified by the proper officials of the alumni association to the board and entered upon the records of said board. Such board composed of alumni trustees and trustees elected by patronizing conferences or other religious bodies, as provided in sections 1713.13 to 1713.17 , inclusive, of the Revised Code, may increase its own numbers by the election of a class of trustees at large, the number of which class shall be fixed by said board, under the limitations fixed by sections 1713.13 and 1713.17 of the Revised Code.
Ohio Rev. Code § 1701.52 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.52
§ 1701.52. Vote of shareholders required - proportion
Status: in_force

October 11, 1955 House Bill 70 - 101st General Assembly Notwithstanding any provision in sections 1701.01 to 1701.98 , inclusive, of the Revised Code requiring for any purpose the vote, consent, waiver, or release of the holders of a designated proportion (but less than all) of the shares of any particular class or of each class, the articles may provide that for such purpose the vote, consent, waiver, or release of the holders of a greater or lesser proportion of the shares of such particular class or of each class shall be required, but unless otherwise expressly permitted by such sections such proportion shall be not less than a majority.
Ohio Rev. Code § 1776.79 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.79
§ 1776.79. Judgment creditors
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly When a domestic partnership is a constituent entity to a merger or consolidation that has become effective, and that domestic partnership is not the surviving or resulting entity of the merger or consolidation, or a domestic partnership is the converting entity in a conversion, a judgment creditor of a partner of that domestic partnership shall not levy execution against the assets of the partner to satisfy a judgment based on a claim against the surviving or resulting entity of the merger, consolidation, or conversion unless any of the following applies: (A) The claim is for an obligation of the domestic partnership for which the partner is liable as this chapter provides and any of the following is true: (1) A judgment based on the same claim entered was against the surviving or resulting entity of the merger, consolidation, or conversion and a writ of execution on the judgment was returned unsatisfied in whole or in part. (2) The surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion is a debtor in bankruptcy. (3) The partner agreed that the creditor need not exhaust the assets of a domestic partnership that was not the surviving or resulting entity of the merger, consolidation, or conversion. (4) The partner agreed that the creditor need not exhaust the assets of the surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion. (B) A court grants permission to the judgment creditor to levy execution against the assets of the partner based on a finding that the assets of the surviving or resulting entity of the merger, consolidation, or conversion that are subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of the assets of the surviving or resulting entity is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers. (C) Liability is imposed on the partner by law or contract independent of the existence of the surviving or resulting entity of the merger, consolidation, or conversion.
Ohio Rev. Code § 1729.36 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.36
§ 1729.36. Association may merge or consolidate with one or more entities
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) An association may merge or consolidate with one or more entities, if such merger or consolidation is permitted by the laws under which each constituent entity exists and the association complies with this section. (B) Each constituent association shall comply with section 1729.35 of the Revised Code with respect to form and approval of an agreement of merger or consolidation, and each constituent entity shall comply with the applicable provisions of the laws under which it exists, except that the agreement of merger or consolidation, by whatever name designated, shall comply with divisions (C) and (D) of this section. (C) The agreement of merger or consolidation shall set forth all of the following: (1) The names of the states and the laws under which each constituent entity exists; (2) All statements and matters required to be set forth in agreements of merger or consolidation by the laws under which any constituent entity exists; (3) A statement that the surviving or new entity is to be an association, a foreign association, a corporation other than a cooperative, or a limited liability company; (4) If the surviving or new entity is to be a foreign entity: (a) The place where the principal office of the surviving or new entity is to be located in the state in which the surviving or new entity is to exist; (b) The consent by the surviving or new entity that it may be sued and served with process in this state in any proceeding for the enforcement of any obligation of any constituent association or domestic entity; (c) The consent by the surviving or new entity that it shall be subject to the applicable provisions of Chapter 1703. of the Revised Code, if it is a foreign corporation or foreign association, or to sections 1705.53 to 1705.58 or 1706.51 to 1706.515 of the Revised Code, if it is a foreign limited liability company; (d) If it is desired that the surviving or new entity exercise its corporate privileges in this state as a foreign entity. (D) The agreement also may set forth other provisions permitted by the laws of any state in which any constituent entity exists. (E) If the surviving or new entity is an association, the merger or consolidation shall take effect in accordance with sections 1729.37 and 1729.38 of the Revised Code. (F) If the surviving or new entity is an entity other than an association, the merger or consolidation shall take effect in accordance with the applicable provisions of the laws under which it exists. Last updated September 9, 2021 at 11:47 AM
Ohio Rev. Code § 1726.01 — Ohio Revised Code / Title 17 / Chapter 1726 / § 1726.01
§ 1726.01. Development corporation definitions
Status: in_force

October 30, 1965 House Bill 940 - 106th General Assembly As used in section 1726.01 to 1726.13 , inclusive, of the Revised Code, unless the context otherwise requires: (A) "Financial institutions" means any banking corporation, trust company, building and loan association, savings and loan association, or corporation, partnership, foundation, or other institution engaged in lending or investing funds for industrial or business purposes. (B) "Member" means any financial institution authorized to do industrial and business lending in this state which undertakes to lend money to a corporation, incorporated under Chapter 1726. of the Revised Code, upon its call, and in accordance with the provisions of such chapter. (C) "Loan limit" means for any member, the maximum amount prescribed to be outstanding at one time on loans made by such member to a corporation, incorporated under Chapter 1726. of the Revised Code as determined under the provisions of such chapter. (D) "The corporation" means a corporation, incorporated under sections 1726.01 to 1726.13 , inclusive, of the Revised Code.
Ohio Rev. Code § 1706.723 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.723
§ 1706.723. Conversion effect
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) When a conversion takes effect, all of the following apply: (1) All property owned by the converting entity, or series thereof, remains vested in the converted entity. (2) All debts, obligations, or other liabilities of the converting entity, or series thereof, continue as debts, obligations, or other liabilities of the converted entity. (3) An action or proceeding pending by or against the converting entity, or series thereof, continues as if the conversion had not occurred. (4) Except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting entity, or series thereof, remain vested in the converted entity. (5) Except as otherwise provided in the plan of conversion, the terms and conditions of the declaration of conversion take effect. (6) Except as otherwise agreed, for all purposes of the laws of this state, the converting entity, and any series thereof, shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting entity, or series thereof. (7) For all purposes of the laws of this state, the rights, privileges, powers, and interests in property of the converting entity, and all series thereof, as well as the debts, liabilities, and duties of the converting entity, and all series thereof, shall not be deemed to have been assigned to the converted entity as a consequence of the conversion. (8) If the converted entity is a limited liability company, for all purposes of the laws of this state, the limited liability company shall be deemed to be the same entity as the converting entity, and the conversion shall constitute a continuation of the existence of the converting entity in the form of a limited liability company. (9) If the converted entity is a limited liability company, the existence of the limited liability company shall be deemed to have commenced on the date the converting entity commenced its existence in the jurisdiction in which the converting entity was first created, formed, organized, incorporated, or otherwise came into being. (B) A converted entity that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited liability company, or series thereof, is liable if, before the conversion, the converting limited liability company, or series thereof, was subject to suit in this state on the debt, obligation, or other liability. Service of process on a converted entity that is a foreign entity and not authorized to transact business in this state for purposes of enforcing a debt, obligation, or other liability under this division may be made in the same manner and has the same consequences as provided in section 1706.09 of the Revised Code, as if the converted entity were a foreign limited liability company.
Ohio Rev. Code § 1751.521 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.521
§ 1751.521. Medical information release
Status: in_force

October 1, 1998 House Bill 361 - 122nd General Assembly If an enrollee signs a medical information release upon the request of a health insuring corporation, the release shall clearly explain what information may be disclosed under the terms of the release. If a health insuring corporation utilizes this release to request medical information from a health care facility or provider, the health insuring corporation shall provide a copy of the enrollee's release to the health care facility or provider, upon request.
Ohio Rev. Code § 1717.10 — Ohio Revised Code / Title 17 / Chapter 1717 / § 1717.10
§ 1717.10. Fees
Status: in_force

March 31, 2021 House Bill 24 - 133rd General Assembly For all services rendered in carrying out sections 1717.01 to1717.18 of the Revised Code, a sheriff, constable, marshal, or police officer shall be paid such fees as the sheriff, constable, marshal, or police officer is allowed for like services in other cases. Such fees must be charged as costs, and reimbursed to the humane society by the person convicted.
Ohio Rev. Code § 1702.80 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.80
§ 1702.80. Qualified nonprofit corporation may establish police department
Status: in_force

January 1, 2004 House Bill 490 - 124th General Assembly (A) As used in this section: (1) "Qualified nonprofit corporation" means a nonprofit corporation that is established under this chapter and to which all of the following apply: (a) The nonprofit corporation is a tax-exempt charitable organization; (b) The nonprofit corporation has other organizations as members, and at least twenty of its members are tax-exempt charitable organizations; (c) The nonprofit corporation, together with its members that are organizations, owns, leases, occupies, or uses an area of not less than three hundred acres within which its police department established under division (B) of this section will provide police services; (d) The chief of police of each municipal corporation within which the police department of the nonprofit corporation will be eligible to provide police services has given approval for persons who are appointed as police officers of that department to carry out their powers and duties as police officers. (2) "Authorizing agreement" means the written agreement entered into between a qualified nonprofit corporation and a municipal corporation pursuant to division (B) of this section for the provision of police services within the municipal corporation by the police department of the nonprofit corporation established under division (B) of this section. (3) "Tax exempt" means that a corporation or organization is exempt from federal income taxation under subsection 501(a) and is described in subsection 501(c)(3) of the Internal Revenue Code, and that the corporation or organization has received from the internal revenue service a determination letter that currently is in effect stating that the corporation or organization is exempt from federal income taxation under that subsection and is described in that subsection. (4) "Internal Revenue Code" means the "Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C.A. 1, as amended. (5) "Felony" has the same meaning as in section 109.511 of the Revised Code. (B) A qualified nonprofit corporation may establish a police department to provide police services, subject to the requirements and limitations set forth in this division and divisions (C) and (D) of this section, within one or more municipal corporations. Subject to division (E) of this section, the board of trustees of a qualified nonprofit corporation that establishes a police department may appoint persons as police officers of the department, and the corporation may employ the persons so appointed as police officers. A person so appointed and employed as a police officer is authorized to act as a police officer only to the extent and in the manner described in this section and only when directly engaged in the discharge of that person's duties as a police officer for the qualified nonprofit corporation. No person so appointed and employed as a police officer shall engage in any duties or activities as a police officer for a police department established by a qualified nonprofit corporation unless both of the following apply: (1) The person successfully has completed a training program approved by the Ohio peace officer training commission and has been certified by the commission as having successfully completed the training program, or the person previously has successfully completed a police officer basic training program certified by the commission and has been awarded a certificate to that effect by the commission. (2) The qualified nonprofit corporation has entered into a written authorizing agreement, as described in division (C) of this section, with the chief of police of each municipal corporation within which the police department of the qualified nonprofit corporation will provide police services. (C) An authorizing agreement entered into between a qualified nonprofit corporation and a chief of police of a municipal corporation shall apply only to the agreeing municipal corporation, and a separate authorizing agreement shall be entered into for each municipal corporation within which the police department of the qualified nonprofit corporation will provide police services. An authorizing agreement shall not require, or contain any provision granting authority to, the chief of police or any other officer, official, or employee of the municipal corporation that enters into the agreement, to appoint or to approve or disapprove the appointment of any police officer appointed and employed by the qualified nonprofit corporation police department under division (B) of this section. An authorizing agreement shall comply with any statutes and with any municipal charter provisions, ordinances, or resolutions that may apply to it. An authorizing agreement may prescribe, but is not limited to, any of the following: (1) The geographical territory within the municipal corporation in which the police department established by the qualified nonprofit corporation under division (B) of this section may provide police services; (2) The standards and criteria to govern the interaction between the police officers employed by the police department established by the qualified nonprofit corporation under division (B) of this section and the law enforcement officers employed by the municipal corporation, which standards and criteria may include, but are not limited to, either of the following: (a) Provisions governing the reporting of offenses discovered by the police officers employed by the qualified nonprofit corporation police department to the police department of the municipal corporation; (b) Provisions governing the processing and confinement of persons arrested by police officers of the qualified nonprofit corporation police department. (3) Any limitation on the qualified nonprofit corporation police department's enforcement of municipal traffic ordinances and regulations; (4) The duration, if any, of the agreement. (D) If a qualified nonprofit corporation establishes a police department under this section, the qualified nonprofit corporation, within the geographical territory specified for each municipal corporation that has entered into an authorizing agreement with it, concurrently with the municipal corporation, shall preserve the peace, protect persons and property, enforce the laws of the state, and enforce the charter provisions, ordinances, and regulations of the political subdivisions of the state that apply within that territory. Except as limited by the terms of any applicable authorizing agreement, each police officer who is employed by a police department established by a qualified nonprofit corporation and who satisfies the requirement set forth in division (B)(1) of this section is vested, while directly in the discharge of that police officer's duties as a police officer, with the same powers and authority as are vested in a police officer of a municipal corporation under Title XXIX of the Revised Code and the Rules of Criminal Procedure, and with the same powers and authority, including the operation of a public safety vehicle, as are vested in a police officer of a municipal corporation under Chapter 4511. of the Revised Code. (E)(1) The board of trustees of a qualified nonprofit corporation that establishes a police department shall not appoint a person as a police officer of the department pursuant to division (B) of this section on a permanent basis, on a temporary basis, for a probationary term, or on other than a permanent basis if the person previously has been convicted of or has pleaded guilty to a felony. (2)(a) The board of trustees of a qualified nonprofit corporation shall terminate the employment of a police officer of its police department appointed under division (B) of this section if the police officer does either of the following: (i) Pleads guilty to a felony; (ii) Pleads guilty to a misdemeanor pursuant to a negotiated plea agreement as provided in division (D) of section 2929.43 of the Revised Code in which the police officer agrees to surrender the certificate awarded to the police officer under section 109.77 of the Revised Code. (b) The board of trustees of a qualified nonprofit corporation shall suspend from employment a police officer of its police department appointed under division (B) of this section if the police officer is convicted, after trial, of a felony. If the police officer files an appeal from that conviction and the conviction is upheld by the highest court to which the appeal is taken or if the police officer does not file a timely appeal, the board shall terminate the employment of that police officer. If the police officer files an appeal that results in the police officer's acquittal of the felony or conviction of a misdemeanor, or in the dismissal of the felony charge against the police officer, the board shall reinstate that police officer. A police officer who is reinstated under division (E)(2)(b) of this section shall not receive any back pay unless that police officer's conviction of the felony was reversed on appeal, or the felony charge was dismissed, because the court found insufficient evidence to convict the police officer of the felony. (3) Division (E) of this section does not apply regarding an offense that was committed prior to January 1, 1997. (4) The suspension from employment, or the termination of the employment, of a police officer under division (E)(2) of this section shall be in accordance with Chapter 119. of the Revised Code.
Ohio Rev. Code § 1783.08 — Ohio Revised Code / Title 17 / Chapter 1783 / § 1783.08
§ 1783.08. Liability of members
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The members of a limited partnership association shall not be liable under any judgment, decree, or order obtained against the association, or for any debt or engagement of the association, further or otherwise than is provided in sections 1783.01 to 1783.06 , inclusive, and 1783.09 to 1783.12 , inclusive, of the Revised Code.
Ohio Rev. Code § 1717.15 — Ohio Revised Code / Title 17 / Chapter 1717 / § 1717.15
§ 1717.15. Board of county commissioners may make yearly appropriation
Status: in_force

October 14, 1963 House Bill 637 - 105th General Assembly The board of county commissioners may, at the end of each year, make a yearly appropriation to the county humane society from the general fund of the county of such funds as the board deems reasonable. Such funds are to supplement any gifts, funds received from the dog and kennel fund, and any other funds received by the society and are to be used to carry out the activities of the society.
Ohio Rev. Code § 1713.32 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.32
§ 1713.32. Mechanics' institute may borrow money
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly A mechanics' institute incorporated under the laws of this state prior to 1851 may borrow money, issue bonds or notes therefor at no more than the legal rate of interest, and secure them by mortgage upon its real estate.
Ohio Rev. Code § 1739.27 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.27
§ 1739.27. Requiring valid certificate of authority
Status: in_force

July 2, 2004 House Bill 281 - 125th General Assembly No insurance agent, broker, or other person shall advertise, solicit, negotiate, collect a premium on, or sell any enrollment in, a group self-insurance program in this state, unless the multiple employer welfare arrangement has a valid certificate of authority from the superintendent of insurance.
Ohio Rev. Code § 1725.06 — Ohio Revised Code / Title 17 / Chapter 1725 / § 1725.06
§ 1725.06. Adoption of provisions by like associations
Status: in_force

October 4, 1996 House Bill 495 - 121st General Assembly Any board of trade, chamber of commerce, merchants' exchange, or other kindred association organized in this state may avail itself of the privileges and powers, in whole or in part, conferred by section 1725.01 to 1725.04 of the Revised Code, by making a certificate of its adoption of those sections, under its seal, attested by the signatures of any authorized officer, which certificate shall be filed in the office of the secretary of state, and when so filed shall confer all privileges and power defined in it. Disclaimer Contact About
Ohio Rev. Code § 1701.75 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.75
§ 1701.75. Reorganization of corporation
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) If an order of relief has been entered pursuant to the federal Bankruptcy Code, 11 U.S.C. 101, as amended, or if a plan of reorganization has been confirmed by the decree or order of a court of competent jurisdiction pursuant to the provisions of any other applicable statute of the United States relating to reorganization of corporations, a corporation may put into effect and carry out any decrees and orders of the court in the bankruptcy or reorganization proceeding and may take any corporate action provided or directed by such decrees and orders, without further action by its directors or shareholders. Authority may be exercised, and corporate actions may be taken, as directed by such decrees or orders, by the trustee or trustees of the corporation appointed or elected in the bankruptcy or reorganization proceedings (or a majority thereof), or if none have been appointed or elected and acting, by designated officers of the corporation, or by a representative appointed by the court, with like effect as if exercised and taken by unanimous action of the directors and shareholders of the corporation. (B) If authorized in the manner provided in division (A) of this section, but without limiting the generality thereof, a corporation may: amend its articles in any respect; amend or repeal its regulations or adopt new regulations; name, constitute, reconstitute, classify, or reclassify its directors and appoint directors and officers in place of or in addition to some or all of the directors or officers then in office; make any lawful change in its stated capital; make a determination of the fair value to the corporation of its assets; transfer all or a part of its assets; merge; consolidate; remove or appoint a statutory agent; authorize the granting of option rights in respect of shares and other securities; authorize the issuing of notes, bonds, and other evidences of indebtedness, whether or not convertible into shares or other securities; lease its property to any corporation; dissolve; or effect any other change authorized by this chapter. (C) If an amendment to the articles is adopted or the merger, consolidation, or dissolution of a corporation is authorized in the manner provided in division (A)(1) of this section, or if a decree or order having such a result is modified in respect of an amendment, merger, consolidation, or dissolution, then a certificate of reorganization or an amended certificate of reorganization, as the case may be, setting forth such portions of the decree or order or modification thereof as would otherwise be required to be set forth in a certificate of amendment, an agreement of merger or consolidation, or a certificate of dissolution (and, if desired, any other portions thereof) shall be filed in the office of the secretary of state and shall operate to effect the amendment, merger, consolidation, or dissolution. The certificate shall be made, subscribed, and filed as may be directed by the decrees or orders, or, in the absence of such direction, by the president or a vice-president and the secretary or an assistant secretary. The certificate shall contain a statement that provision for making the certificate has been authorized by the decree or order of the court designated in the certificate or that the decree or order has been modified by order of the court, as the case may be. (D) If a decree or order by the court in a bankruptcy or reorganization proceeding provides for or effects an amendment to the articles or the merger, consolidation, or dissolution of a corporation, or if after the filing in the office of the secretary of state of a certificate of reorganization or an amended certificate, a decree or order of court is entered that has the effect of vacating the plan, a certified copy of the decree or order shall be filed by the corporation in the office of the secretary of state. (E) Nonassenting or dissenting shareholders have only such rights as provided in the decree or order.
Ohio Rev. Code § 1706.331 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.331
§ 1706.331. Reliance on reports and information
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly Each member and agent of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports, or statements presented by another member or agent of the limited liability company, or by any other person as to matters the member or the agent reasonably believes are within that other person's professional or expert competence, including information, opinions, reports, or statements as to any of the following: (A) The value and amount of the assets, liabilities, profits, or losses of the limited liability company, or a series thereof; (B) The value and amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the limited liability company, or series thereof, or to make reasonable provision to pay those claims and obligations; (C) Any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.
Ohio Rev. Code § 1715.42 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.42
§ 1715.42. Secret benevolent societies
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly A secret benevolent association or society incorporated in this state may accept and receive any donation or voluntary contribution; collect its assessments, which shall not exceed one fifth of one per cent of the amount payable at the death of a member; and pay endowments in the mode and to the persons named and provided by its laws, but in no case shall such payments exceed, in the aggregate, five thousand dollars on the death of any one member. Such an association or society may sue or be sued in any court in this state. If such an association or society holds reserve or accumulated funds for the endowment of the widows, orphans, families, blood relatives, or heirs of its members, or for purely charitable purposes, it may invest such funds upon interest, but must take security for such investment, upon real or personal property or otherwise, as the society or association deems fit. The association or society may elect a board of trustees, consisting of not less than three members, and entrust to such board the right to manage, control, invest, collect, demand, receive, and deposit all reserves or surplus or accumulated funds which the association or society holds for the purpose of making such endowments. The association or society may define in its bylaws the term of office of each of such trustees, define the duties and powers of each trustee and of the board of trustees, remove any trustee for good cause, and fill all vacancies occurring in the board. It also shall demand from each of the trustees such security for the faithful performance of his duties as it deems fit, and cause investments to be made by the board in the names of any of them, in which names suit may be brought. It may empower the board to discharge and release all claims or demands of the association or society upon payment thereof. The board may sue for a claim based upon a loan or investment made by the association or society; and upon foreclosure of a mortgage held by the association or society to secure a loan or investment made by it, may purchase and hold any land, tenement, or interest in land, in fee or otherwise, and lease, rent, sell, and convey it by deed.
Ohio Rev. Code § 1782.12 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.12
§ 1782.12. Petition for execution of certificate
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly If a person who is required by section 1782.11 of the Revised Code to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the court of common pleas to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.