Ohio Rev. Code § 1747.10 — Ohio Revised Code / Title 17 / Chapter 1747 / § 1747.10
§ 1747.10. Surrender of authority
Status: in_force

June 6, 2001 House Bill 94 - 124th General Assembly Any domestic or foreign real estate investment trust authorized to transact real estate business in this state may surrender its authority at any time by filing in the office of the secretary of state a verified copy of a resolution duly adopted by its trustees declaring its intention to withdraw, accompanied by the fee specified in division (T) of section 111.16 of the Revised Code. Such real estate investment trust then ceases and is without authority to transact real estate business in this state, except as necessary for its conclusion.
Ohio Rev. Code § 1729.35 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.35
§ 1729.35. Association may merge or consolidate with one or more associations
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly (A) An association may merge or consolidate with one or more associations under this chapter. Before an association may merge or consolidate with any other association, a written agreement of merger or consolidation shall be approved by the board of each constituent association and by the members of each constituent association. The agreement shall set forth the terms of the merger or consolidation, including any provisions for amendment or abandonment of the agreement. In the case of a consolidation, the agreement also shall contain the articles of incorporation of the new association. (B)(1) If the agreement of merger or consolidation provides that a holder of stock other than membership stock or patronage stock in a constituent association will be affected, all of the following apply: (a) Unless the board of the constituent association provides that division (B)(1)(b) of this section applies, the affected stockholder shall be entitled to cast one vote on the agreement regardless of the par or stated value, the number of shares, or the number of affected classes of the stock held. (b) The board of a constituent association may provide that a stockholder otherwise entitled to vote under division (B)(1)(a) of this section shall instead be entitled to payment of fair cash value of the affected stock held by the stockholder in accordance with section 1729.46 of the Revised Code. (c) A member holding stock affected by a proposed agreement of merger or consolidation may vote only as a member and shall not be entitled to vote or demand fair cash value as an affected stockholder. (2) For purposes of this section, a holder of stock is affected as to any class of stock owned by the holder only if the agreement of merger or consolidation does any of the following: (a) Decreases the dividends to which that class may be entitled or changes the method by which the dividend rate on that class is fixed; (b) Provides for additional restriction of rights to transfer shares of that class; (c) Gives to another existing or any new class of stock or equity interest not previously entitled thereto any preference, as to dividends or upon dissolution, that is higher than preferences of that class; (d) Changes the par value of shares of that class or of any other class having the same or higher preferences as to dividends or upon dissolution; (e) Increases the number of authorized shares of any other class having the same or higher preferences as to dividends or upon dissolution beyond the aggregate authorizations for such classes in the constituent associations; (f) Requires or permits an exchange of shares of any class with lower preferences as to dividends or upon dissolution for shares of any other class with higher preferences. (C) The agreement is approved if both of the following conditions are met with respect to each constituent association: (1) Notice of the meeting to vote on the agreement, the agreement, and a description of the method of voting have been sent to all members, and to all affected stockholders entitled either to vote on the agreement or to receive payment of fair cash value under division (B) of this section; (2) Sixty per cent of the member votes cast approve the agreement, and a simple majority of the votes cast by the affected stockholders entitled to vote under division (B) of this section approve the agreement. (D) Notwithstanding division (C) of this section, no vote of the members or stockholders of a constituent association shall be necessary to approve a merger of a wholly owned subsidiary association with and into its parent cooperative or a merger or a consolidation of two or more subsidiary associations that are wholly owned by a cooperative. (E) After approval of an agreement under this section, but before the merger or consolidation is effective, the agreement may be amended in accordance with any provision for amendment set forth in the agreement, provided that an amendment made subsequent to adoption of the agreement by the members of any constituent association shall not do any of the following: (1) Change the membership rights, or the amount or kind of stock, securities, cash, property, or other rights to be received, exchanged, or converted in the merger or consolidation; (2) Change the articles of incorporation or bylaws of the surviving or new association as provided for in the agreement; (3) Change any provision of the agreement with respect to the rights of members or the manner of voting in the surviving or new association. (F) After approval of an agreement under this section, but before the merger or consolidation is effective, the merger or consolidation may be abandoned in accordance with any provision for abandonment set forth in the agreement. (G) The merger or consolidation shall take effect in accordance with sections 1729.37 and 1729.38 of the Revised Code.
Ohio Rev. Code § 1753.36 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.36
§ 1753.36. Mandatory control level event
Status: in_force

March 15, 2001 House Bill 714 - 123rd General Assembly (A) For purposes of sections 1753.31 to 1753.43 of the Revised Code, a "mandatory control level event" is any of the following events: (1) The filing of an RBC report by a health insuring corporation that indicates that the health insuring corporation's total adjusted capital is less than its mandatory control level RBC; (2) The notification by the superintendent of insurance to a health insuring corporation of an adjustment to the health insuring corporation's RBC report, which adjusted RBC report shows the health insuring corporation's total adjusted capital at less than its mandatory control level RBC, provided the health insuring corporation does not challenge the adjusted RBC report under section 1753.37 of the Revised Code; (3) The notification by the superintendent to the health insuring corporation, following the hearing required under section 1753.37 of the Revised Code, that the superintendent has rejected the health insuring corporation's challenge to an adjusted RBC report. (B) In the case of a mandatory control level event, the superintendent shall take such actions as are necessary to place the health insuring corporation under regulatory control under sections 3903.01 to 3903.59 of the Revised Code. The mandatory control level event shall be deemed sufficient grounds for the superintendent to take action under sections 3903.01 to 3903.59 of the Revised Code. Nothing in sections 1753.31 to 1753.43 of the Revised Code shall impair or restrict the rights, powers, and protections afforded to the superintendent and to health insuring corporations under sections 3903.01 to 3903.59 of the Revised Code. However, the superintendent may defer action under this division for up to ninety days after the mandatory control level event if the superintendent finds that there is a reasonable expectation the health insuring corporation may be able to eliminate the conditions leading to the mandatory control level event within the ninety-day period.
Ohio Rev. Code § 1776.46 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.46
§ 1776.46. Continuation of partnership beyond definite term or particular undertaking
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. (B) If the partners, or those who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, the partners are presumed to have agreed that the partnership will continue.
Ohio Rev. Code § 1785.01 — Ohio Revised Code / Title 17 / Chapter 1785 / § 1785.01
§ 1785.01. Professional association definitions
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly As used in this chapter: (A) "Professional service" means any type of professional service that may be performed only pursuant to a license, certificate, or other legal authorization issued pursuant to Chapter 4701., 4703., 4705., 4715., 4723., 4725., 4729., 4730., 4731., 4732., 4733., 4734., 4741., 4755., or 4757. of the Revised Code to certified public accountants, licensed public accountants, architects, attorneys, dentists, nurses, optometrists, pharmacists, physician assistants, doctors of medicine and surgery, doctors of osteopathic medicine and surgery, doctors of podiatric medicine and surgery, practitioners of the limited branches of medicine specified in section 4731.15 of the Revised Code, mechanotherapists, psychologists, professional engineers, chiropractors, chiropractors practicing acupuncture through the state chiropractic board, veterinarians, physical therapists, occupational therapists, licensed professional clinical counselors, licensed professional counselors, independent social workers, social workers, independent marriage and family therapists, marriage and family therapists, art therapists, and music therapists. (B) "Professional association" means an association organized under this chapter for the sole purpose of rendering one of the professional services authorized under Chapter 4701., 4703., 4705., 4715., 4723., 4725., 4729., 4730., 4731., 4732., 4733., 4734., 4741., 4755., or 4757. of the Revised Code, a combination of the professional services authorized under Chapters 4703. and 4733. of the Revised Code, or a combination of the professional services of optometrists authorized under Chapter 4725. of the Revised Code, chiropractors authorized under Chapter 4734. of the Revised Code to practice chiropractic or acupuncture, psychologists authorized under Chapter 4732. of the Revised Code, registered or licensed practical nurses authorized under Chapter 4723. of the Revised Code, pharmacists authorized under Chapter 4729. of the Revised Code, physical therapists authorized under sections 4755.40 to 4755.56 of the Revised Code, occupational therapists authorized under sections 4755.04 to 4755.13 of the Revised Code, mechanotherapists authorized under section 4731.151 of the Revised Code, doctors of medicine and surgery, osteopathic medicine and surgery, or podiatric medicine and surgery authorized under Chapter 4731. of the Revised Code, and licensed professional clinical counselors, licensed professional counselors, independent social workers, social workers, independent marriage and family therapists, marriage and family therapists, art therapists, or music therapists authorized under Chapter 4757. of the Revised Code. Last updated September 19, 2023 at 2:57 PM
Ohio Rev. Code § 1717.17 — Ohio Revised Code / Title 17 / Chapter 1717 / § 1717.17
§ 1717.17. Humane society agent removal from office for just cause
Status: in_force

March 31, 2021 House Bill 24 - 133rd General Assembly (A) A probate judge of a county in which a humane society agent operates may revoke the approval of an appointment for just cause, under the procedure established in division (B) of this section. (B)(1) A movant may commence the procedure by filing with the probate court a motion to revoke the appointment, in the form of an affidavit sworn to by the movant, describing the conduct that constitutes just cause for the motion. The probate judge, upon a review of the facts, may dismiss the motion without a hearing, or shall direct the clerk of the probate court to serve the humane society agent and the humane society with a summons and a copy of the motion and any accompanying memorandum in accordance with the Rules of Civil Procedure. The summons must state the time and place at which the probate court will conduct a hearing on the motion. (2) The humane society agent may waive the right to a hearing. If the humane society agent waives the right to a hearing, the probate judge shall revoke the humane society agent's approval of appointment as prayed for in the motion. If the humane society agent does not waive the right to a hearing, the probate judge shall conduct a hearing on the motion. (3) The humane society agent is entitled to the assistance of counsel at the hearing. The Rules of Evidence govern conduct of the hearing. At the hearing, the movant has the burden of proving, by a preponderance of the evidence, that just cause exists for the revocation of the humane society agent's appointment. (4) If, after the hearing, the probate judge finds that the movant has not sustained the burden of proof, the probate judge shall deny the motion. If, after the hearing, the probate judge finds that the movant has sustained the burden of proof, the probate judge shall grant the motion and revoke the humane society agent's approval of appointment.
Ohio Rev. Code § 1707.38 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.38
§ 1707.38. Effect of violation on validity of security
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly The issuance or sale of any security in violation of sections 1707.01 to 1707.50 , inclusive, of the Revised Code, does not invalidate such security; but the rights of persons defrauded by any such issuance or sale shall not be impaired.
Ohio Rev. Code § 1745.13 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.13
§ 1745.13. Appointment of agent to receive service of process
Status: in_force

May 20, 2014 Senate Bill 98 - 130th General Assembly (A) An unincorporated nonprofit association may file in the office of the secretary of state a statement appointing an agent authorized to receive service of process. The agent shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state. The statement appointing an agent shall set forth the name of the unincorporated nonprofit association and the name and address in this state of the agent, including the street and number or other particular description, and shall otherwise be in the form that the secretary of state prescribes. The secretary of state shall keep a record of the names of all unincorporated nonprofit associations that have filed a statement appointing an agent authorized to receive service of process and the names and addresses of their respective agents. (B) A statement appointing an agent authorized to receive service of process under division (A) of this section shall be signed by a person authorized to manage the affairs of the unincorporated nonprofit association. The statement also shall be signed by the person appointed as agent who accepts the appointment. The appointed agent may resign by filing with the secretary of state, on a form prescribed by the secretary of state, a written notice to that effect that is signed by the agent and by sending a copy of the notice to the association at the current or last known address of its principal office on or prior to the date that the notice is filed with the secretary of state. Upon the expiration of thirty days after the filing, the authority of the agent shall terminate. (C) An unincorporated nonprofit association may revoke the appointment of an agent by filing with the secretary of state on a form prescribed by the secretary of state a written appointment of another agent and a statement that the appointment of the former agent is revoked.
Ohio Rev. Code § 1701.11 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.11
§ 1701.11. Adopting, amending, and repealing regulations
Status: in_force

July 10, 2014 Senate Bill 202 - 130th General Assembly (A)(1) Regulations for the government of a corporation, the conduct of its affairs, and the management of its property, consistent with law and the articles, may be adopted, amended, or repealed in any of the following ways: (a) Within ninety days after the corporation is formed, by the directors in accordance with division (A)(1) of section 1701.10 of the Revised Code; (b) By the shareholders at a meeting held for that purpose, by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation on the proposal, or if the articles or regulations that have been adopted so provide, by the affirmative vote of the holders entitling them to exercise a greater proportion than a majority of the voting power of the corporation on the proposal; (c) Without a meeting, by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power of the corporation on the proposal, or if the articles or regulations that have been adopted so provide or permit, by the written consent of the holders of shares entitling them to exercise a greater or lesser proportion but not less than a majority of the voting power of the corporation on the proposal; (d) If and to the extent that the articles or regulations so provide or permit and unless a provision of the Revised Code reserves such authority to shareholders, by the directors, provided that no provision or permission in the articles or regulations may divest shareholders of the power, or limit the shareholders' power, to adopt, amend, or repeal regulations. (2) Any amendment of regulations and any amended or new regulations adopted by shareholders of an issuing public corporation whose directors are classified pursuant to section 1701.57 of the Revised Code that would change or eliminate the classification of directors shall be adopted only by the shareholders at a meeting held for that purpose, by the affirmative vote of holders of shares entitling them to exercise the voting power of the corporation that is required for shareholders at a meeting under division (A)(1)(b) of this section, and also by the affirmative vote of the holders of a majority of disinterested shares voted on the proposal determined as specified in division (C)(9) of section 1704.01 of the Revised Code. (3) Any amendment of regulations and any amended or new regulations adopted by shareholders of an issuing public corporation that would provide that section 1701.831 of the Revised Code does not apply to control share acquisitions of shares of the issuing public corporation shall be adopted: (a) Upon the recommendation by the affirmative vote of a majority of the authorized number of directors of the issuing public corporation in favor of such amendment or new regulation; and (b) By the shareholders at a meeting held for that purpose, by the affirmative vote of holders of shares entitling them to exercise the voting power of the corporation that is required for shareholders at a meeting under division (A)(1)(b) of this section. (B) Without limiting the generality of the authority described in division (A) of this section, the regulations may include provisions with respect to all of the following: (1) The place, if any, and time for holding, the manner of and authority for calling, giving notice of, and conducting, and the requirements of a quorum for, meetings of shareholders; (2) The taking of a record of shareholders or the temporary closing of books against transfers of shares; (3) The number, classification, manner of fixing or changing the number, qualifications, term of office, and compensation or manner of fixing compensation, of directors; (4) The place, if any, and time for holding, the manner of and authority for calling, giving notice of, and conducting, and the requirements of a quorum for, meetings of the directors; (5) The appointment of an executive and other committees of the directors, and their authority; (6) The titles, qualifications, duties, term of office, compensation or manner of fixing compensation, and the removal, of officers; (7) The terms on which new certificates for shares may be issued in the place of lost, stolen, or destroyed certificates; (8) The manner in which and conditions upon which a certificated security, and the conditions upon which an uncertificated security, and the shares represented by a certificated or uncertificated security, may be transferred, restrictions on the right to transfer the shares, and reservations of liens on the shares; (9)(a) Restrictions on the transfer and the right to transfer shares of either of the following: (i) An issuing public corporation to any person in a control share acquisition; (ii) A corporation with fifty or more shareholders to any person in an acquisition that would be a control share acquisition if the corporation were an issuing public corporation. (b) The restrictions on the transfer and the right to transfer shares described in division (B)(9)(a)(i) and (ii) of this section may include requirements and procedures for consent to an acquisition of the shares by directors based on a determination by the directors of the best interests of the corporation and its shareholders, consent to an acquisition of the shares by shareholders, and reasonable sanctions for a violation of those requirements, including the right of the corporation to refuse to transfer, to redeem, or to deny voting or other shareholder rights appurtenant to shares acquired in an acquisition of the shares. (10) Defining, limiting, or regulating the exercise of the authority of the corporation, the directors, or the officers; (11) Defining, limiting, or regulating the exercise of the authority of the shareholders; provided, that any amendment of the regulations that would change or eliminate any such provision shall be adopted only by the shareholders. (C) The shareholders of a corporation may adopt and may authorize the directors to adopt, either before or during an emergency, as that term is defined in division (U) of section 1701.01 of the Revised Code, emergency regulations that shall be operative only during an emergency. The emergency regulations may include any provisions that are authorized to be included in regulations by divisions (A) and (B) of this section. In addition, unless expressly prohibited by the articles or the regulations, the emergency regulations may make any provision, notwithstanding any different provisions in this chapter and notwithstanding any different provisions in the articles or the regulations that are not expressly stated to be operative during an emergency, that may be practical or necessary with respect to the following: (1) The place, if any, and time for holding, the manner of and authority for calling, giving notice of, and conducting, and the requirements of a quorum for, meetings of the directors; (2) The creation and appointment of an executive and other committees of the directors and the delegation of authority to the committees by the board; (3) The creation, existence, and filling of vacancies, including temporary vacancies, in the office of director; (4) The selection, by appointment, election, or otherwise, of officers and other persons to serve as directors for a meeting of the board in the absence from the meeting of one or more of the directors; (5) The creation, existence, and filling of vacancies, including temporary vacancies, in any office; (6) The order of rank and the succession to the duties and authority of officers. (D)(1) Unless the corporation complies with division (D)(2) of this section, if the regulations are amended or new regulations are adopted other than by the shareholders at a meeting held for that purpose, the secretary of the corporation shall send a copy of the amendment or the new regulations by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom a copy of the amendment or new regulations is sent, to each shareholder of record as of the date of the adoption of the amendment or the new regulations. (2) Any corporation that files periodic reports with the United States securities and exchange commission pursuant to section 13 of the "Securities Exchange Act of 1934," 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 (D)(1) of this section by including a copy of the amendment or the new regulations in a report filed in accordance with those sections within twenty days after the adoption of the amendment or the new regulations. (E) No person dealing with the corporation shall be charged with constructive notice of the regulations. (F) Unless expressly prohibited by the articles or the regulations or unless otherwise provided by the emergency regulations, the following special rules shall be applicable during an emergency notwithstanding any different provision elsewhere in this chapter: (1) Meetings of the directors may be called by any officer or director. (2) Notice of the time and place of each meeting of the directors shall be given to such of the directors as it may be feasible to reach at the time and by the means of communication, written or oral, personal or mass, as may be practicable at the time. (3) The director or directors present at any meeting of the directors that has been duly called and notice of which has been duly given shall constitute a quorum for the meeting, and, in the absence of one or more of the directors, the director or directors present may appoint one or more of the officers of the corporation directors for the meeting. (4) If none of the directors attends a meeting of the directors that has been duly called and notice of which has been duly given, the officers of the corporation who are present, not exceeding three, in order of rank, shall be directors for the meeting, shall constitute a quorum for the meeting, and may appoint one or more of the other officers of the corporation directors for the meeting. (5) If the chief executive officer dies, is missing, or for any other reason is temporarily or permanently incapable of discharging the duties of the office, the next ranking officer who is available shall assume the duties and authority of the office of the deceased, missing, or incapacitated chief executive officer until such time as the directors otherwise order. (6) The offices of secretary and treasurer shall be deemed to be of equal rank, and, within the same office and as between the offices of secretary and treasurer, rank shall be determined by priority in time of the first election to the office or, if two or more persons have been first elected to the office at the same time, by seniority in age.
Ohio Rev. Code § 1747.99 — Ohio Revised Code / Title 17 / Chapter 1747 / § 1747.99
§ 1747.99. Penalty
Status: in_force

July 17, 1978 House Bill 289 - 112th General Assembly Whoever violates section 1747.13 of the Revised Code shall be fined not more than ten thousand dollars. Disclaimer Contact About
Ohio Rev. Code § 1711.33 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.33
§ 1711.33. Encumbering of fairgrounds partly owned by county
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly (A) When a board of county commissioners pays or has paid money out of the county treasury for the purchase of real estate as a site for the holding of fairs by a county agricultural society, the society shall not incur any debt, by mortgage or otherwise, without the consent of the board, entered upon its journal. (B) With respect to real estate debt for which consent is obtained under division (A) of this section, a society may encumber such real estate, in order to pay the cost of necessary repairs and improvements thereon, up to an amount not exceeding fifty per cent of its value. In order to ascertain the value of such real estate the board shall appoint three disinterested freeholders who are residents of the county to appraise such real estate. The appraisers so appointed shall, within ten days after their appointment, upon actual view of such real estate, appraise it and return such appraisement under oath to the board. The appraisement so made shall be considered the value of such real estate for the purpose of mortgage or other encumbrance.
Ohio Rev. Code § 1707.29 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.29
§ 1707.29. Presumption of knowledge
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly In any prosecution brought under sections 1707.01 to 1707.50 of the Revised Code, except prosecutions brought for violation of division (A) of section 1707.042 of the Revised Code, the accused shall be deemed to have had knowledge of any matter of fact, where in the exercise of reasonable diligence, the accused should, prior to the alleged commission of the offense in question, have secured such knowledge.
Ohio Rev. Code § 1706.61 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.61
§ 1706.61. Right of derivative action
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A member may commence or maintain a derivative action in the right of a limited liability company to recover a judgment in favor of the limited liability company by complying with sections 1706.61 to 1706.617 of the Revised Code. (B) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series to recover a judgment in favor of the series by complying with sections 1706.61 to 1706.617 of the Revised Code.
Ohio Rev. Code § 1706.82 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.82
§ 1706.82. LLC may act outside the state
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.
Ohio Rev. Code § 1709.04 — Ohio Revised Code / Title 17 / Chapter 1709 / § 1709.04
§ 1709.04. When security is registered in beneficiary form
Status: in_force

October 1, 1993 House Bill 62 - 120th General Assembly A security, whether evidenced by a certificate or account, is registered in beneficiary form when the registration includes a designation of a beneficiary to take the ownership of the security at the time of the death of the owner or the deaths of all multiple owners.
Ohio Rev. Code § 1701.21 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.21
§ 1701.21. Conversion of shares
Status: in_force

July 30, 1984 House Bill 250 - 115th General Assembly (A) By the express terms of shares of any class or series, such shares may be convertible into the same or a different number of shares of any other class or series. Such express terms may contain any statements not repugnant to law for the protection of such conversion rights, including, without limiting the generality of such authority: restrictions upon the authorization or issuance of additional shares; provisions for the adjustment of the conversion price or ratio; provisions concerning rights in the event of reorganization, merger, consolidation, or lease, sale, exchange, transfer or other disposition of all, or substantially all, of the assets of the corporation; provisions for the reservation of authorized but unissued shares to satisfy such conversion rights; and restrictions upon the declaration or payment of dividends or distributions. Such express terms may also include statements, not inconsistent with the provisions of section 1701.30 of the Revised Code, to provide that upon the exercise of conversion rights the stated capital of the corporation shall be created, increased, reduced, or eliminated in the manner, at the rate, or to the extent provided therein. (B) The corporation shall not issue any shares, with or without par value, which are convertible into shares having an aggregate par value greater than the aggregate stated capital of such convertible shares unless in each case immediately after the issuing of any of the convertible shares the corporation will have a surplus not less in amount than the excess of the aggregate par value of all the shares into which such convertible shares may be converted over the aggregate stated capital of all the outstanding convertible shares; and during the entire period that such conversion rights may be exercised, the corporation shall reserve from its surplus, solely for transfer to stated capital upon the exercise of such conversion rights, an amount equal at the time to the excess of the aggregate par value of all the shares into which the then outstanding convertible shares may be converted over the aggregate stated capital of such convertible shares; provided that the failure or inability of the corporation to maintain such reserve shall not affect the conversion rights of any outstanding convertible shares.
Ohio Rev. Code § 1716.13 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.13
§ 1716.13. Rules
Status: in_force

November 7, 1990 House Bill 486 - 118th General Assembly The attorney general from time to time may adopt such reasonable rules pursuant to Chapter 119. of the Revised Code as may be necessary to interpret or implement this chapter.
Ohio Rev. Code § 1709.08 — Ohio Revised Code / Title 17 / Chapter 1709 / § 1709.08
§ 1709.08. Registering entity
Status: in_force

October 1, 1993 House Bill 62 - 120th General Assembly (A) A registering entity is not required to offer or to accept requests for security registration in beneficiary form. If a registration in beneficiary form is offered by a registering entity, the owner requesting registration in beneficiary form assents to the protections given to the registering entity by sections 1709.01 to 1709.11 of the Revised Code. (B) By accepting a request for registration in beneficiary form of a security, a registering entity agrees that the registration will be implemented as provided in sections 1709.01 to 1709.11 of the Revised Code. (C) A registering entity is discharged from all claims to a security by the estate, creditors, heirs, or devisees of a deceased owner if it registers a transfer of a security in accordance with section 1709.07 of the Revised Code and does so in a good faith reliance on the registration, on sections 1709.01 to 1709.11 of the Revised Code, and on information provided to it by an affidavit of the personal representative of the deceased owner or by the surviving beneficiary or the representatives of the surviving beneficiary or on other information available to the registering entity. The protections of sections 1709.01 to 1709.11 of the Revised Code do not extend to a reregistration or payment made after a registering entity has received a written notice from any claimant to any interest in the security that objects to the implementation of a registration in beneficiary form. No other notice or other information available to the registering entity shall affect its right to protection under sections 1709.01 to 1709.11 of the Revised Code. (D) The protection provided by sections 1709.01 to 1709.11 of the Revised Code to the registering entity of a security does not affect the rights of beneficiaries in disputes between themselves and other claimants to ownership of the security transferred or its value or proceeds.
Ohio Rev. Code § 1701.883 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.883
§ 1701.883. Liability of shareholder of dissolved corporation
Status: in_force

May 4, 2012 House Bill 48 - 129th General Assembly (A) The dissolution of a corporation shall not affect the limited liability of a shareholder with respect to transactions occurring or acts or omissions done or omitted in the name of or by the corporation. (B) A shareholder who receives a distribution of assets from a dissolved corporation shall not be liable for any claim against the corporation in an amount in excess of the amount of shareholder's pro rata share of the claim or the amount distributed to the shareholder, whichever is less. The aggregate liability of any shareholder for claims against a dissolved corporation shall not exceed the amount distributed to that stockholder after the dissolution. (C) A shareholder of a dissolved corporation, the assets of which were distributed pursuant to this chapter, may be liable for a claim against the corporation only if an action on that claim is commenced before expiration of the period specified in division (B)(2) of section 1701.88 of the Revised Code.
Ohio Rev. Code § 1782.18 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.18
§ 1782.18. Voting rights
Status: in_force

April 1, 1985 House Bill 607 - 115th General Assembly Subject to section 1782.19 of the Revised Code, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.
Ohio Rev. Code § 1716.12 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.12
§ 1716.12. Attorney general may exchange information with other states
Status: in_force

November 7, 1990 House Bill 486 - 118th General Assembly The attorney general may exchange any information with respect to charitable organizations, fund-raising counsel, professional solicitors, or commercial co-venturers with the appropriate authority of any other state or of the United States. The attorney general may accept any information filed by a charitable organization with the appropriate authority of another state or of the United States in lieu of the information that the charitable organization is required to file pursuant to this chapter if the information substantially meets all the requirements of this chapter.
Ohio Rev. Code § 1733.321 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.321
§ 1733.321. Credit unions fund
Status: in_force

September 30, 2021 House Bill 110 - 134th General Assembly All fees, charges, and forfeitures collected under this chapter shall be paid to the superintendent of financial institutions, who shall deposit them into the state treasury to the credit of the credit unions fund, which is hereby established, and may be expended or obligated by the superintendent for the defrayment of the costs of regulation of credit unions. All actual and necessary expenses incurred by the superintendent, including any services rendered by the department of commerce for the benefit of credit unions, shall be paid from the fund. The fund shall be assessed a proportionate share of the administrative costs of the department of commerce and the division of financial institutions. The proportionate share of the administrative costs of the division of financial institutions shall be determined in accordance with procedures prescribed by the superintendent. Such assessment shall be paid from the credit unions fund to the division of administration fund or the financial institutions fund. Last updated July 26, 2021 at 9:04 AM
Ohio Rev. Code § 1701.08 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.08
§ 1701.08. Acceptance of articles of incorporation and other certificates - filing not constructive notice of contents
Status: in_force

July 29, 1998 House Bill 579 - 122nd General Assembly (A) When articles of incorporation and other certificates relating to the corporation are submitted to the secretary of state, the secretary of state shall, after finding that they comply with the provisions of sections 1701.01 to 1701.98 of the Revised Code, accept the articles and other certificates for filing and make a copy of the articles and other certificates by microfilm or by any authorized photostatic or digitized process. Evidence of the filing shall be returned to the person filing the articles or certificate. (B) All persons shall have the opportunity of acquiring knowledge of the contents of the articles and other certificates filed and recorded in the office of the secretary of state, but no person dealing with the corporation shall be charged with constructive notice of the contents of any such articles or certificates by reason of such filing or recording.
Ohio Rev. Code § 1706.764 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.764
§ 1706.764. Separate asset series-wrongful dissociation from series
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A person shall not voluntarily dissociate as a member associated with a series. (B) A person's dissociation from a series is wrongful only if one of the following applies: (1) The person's dissociation is in breach of an express provision of the operating agreement. (2) The person is expelled as a member associated with the series by determination of a tribunal under division (E) of section 1706.765 of the Revised Code. (3) The person is dissociated as a member associated with a series by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors. (C) A person that wrongfully dissociates as a member associated with a series is liable to the series and, subject to section 1706.61 of the Revised Code, to the other members associated with that series for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member associated with a series to the series or the other members associated with that series.
Ohio Rev. Code § 1707.03 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.03
§ 1707.03. Exempt transactions
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly (A) As used in this section, "exempt" means that, except in the case of securities the right to buy, sell, or deal in which has been suspended or revoked under an existing order of the division of securities under section 1707.13 of the Revised Code or under a cease and desist order under division (G) of section 1707.23 of the Revised Code, transactions in securities may be carried on and completed without compliance with sections 1707.08 to 1707.11 of the Revised Code. (B) A sale of securities made by or on behalf of a bona fide owner, neither the issuer nor a dealer, is exempt if the sale is made in good faith and not for the purpose of avoiding this chapter and is not made in the course of repeated and successive transactions of a similar character. Any sale of securities over a stock exchange that is lawfully conducted in this state and regularly open for public patronage and that has been established and operated for a period of at least five years prior to the sale at a commission not exceeding the commission regularly charged in such transactions also is exempt. (C) The sale of securities by executors, administrators, receivers, trustees, or anyone acting in a fiduciary capacity is exempt, where such relationship was created by law, by a will, or by judicial authority, and where such sales are subject to approval by, or are made in pursuance to authority granted by, any court of competent jurisdiction or are otherwise authorized and lawfully made by such fiduciary. (D) A sale to the issuer, to a dealer, or to an institutional investor is exempt. (E) A sale in good faith, and not for the purpose of avoiding this chapter, by a pledgee of a security pledged for a bona fide debt is exempt. (F) The sale at public auction by a corporation of shares of its stock because of delinquency in payment for the shares is exempt. (G)(1) The giving of any conversion right with, or on account of the purchase of, any security that is exempt, is the subject matter of an exempt transaction, has been registered by description, by coordination, or by qualification, or is the subject matter of a transaction that has been registered by description is exempt. (2) The giving of any subscription right, warrant, or option to purchase a security or right to receive a security upon exchange, which security is exempt at the time the right, warrant, or option to purchase or right to receive is given, is the subject matter of an exempt transaction, is registered by description, by coordination, or by qualification, or is the subject matter of a transaction that has been registered by description is exempt. (3) The giving of any subscription right or any warrant or option to purchase a security, which right, warrant, or option expressly provides that it shall not be exercisable except for a security that at the time of the exercise is exempt, is the subject matter of an exempt transaction, is registered by description, by coordination, or by qualification, or at such time is the subject matter of a transaction that has been registered by description is exempt. (H) The sale of notes, bonds, or other evidences of indebtedness that are secured by a mortgage lien upon real estate, leasehold estate other than oil, gas, or mining leasehold, or tangible personal property, or which evidence of indebtedness is due under or based upon a conditional-sale contract, if all such notes, bonds, or other evidences of indebtedness are sold to a single purchaser at a single sale, is exempt. (I) The delivery of securities by the issuer on the exercise of conversion rights, the sale of securities by the issuer on exercise of subscription rights or of warrants or options to purchase securities, the delivery of voting-trust certificates for securities deposited under a voting-trust agreement, the delivery of deposited securities on surrender of voting-trust certificates, and the delivery of final certificates on surrender of interim certificates are exempt; but the sale of securities on exercise of subscription rights, warrants, or options is not an exempt transaction unless those rights, warrants, or options when granted were the subject matter of an exempt transaction under division (G) of this section or were registered by description, by coordination, or by qualification. (J) The sale of securities by a bank, savings and loan association, savings bank, or credit union organized under the laws of the United States or of this state is exempt if at a profit to that seller of not more than two per cent of the total sale price of the securities. (K)(1) The distribution by a corporation of its securities to its security holders as a share dividend or other distribution out of earnings or surplus is exempt. (2) The exchange or distribution by the issuer of any of its securities or of the securities of any of the issuer's wholly owned subsidiaries exclusively with or to its existing security holders, if no commission or other remuneration is given directly or indirectly for soliciting the exchange, is exempt. (3) The sale of preorganization subscriptions for shares of stock of a corporation prior to the incorporation of the corporation is exempt, when the sale is evidenced by a written agreement, no remuneration is given, or promised, directly or indirectly, for or in connection with the sale of those securities, and no consideration is received, directly or indirectly, by any person from the purchasers of those securities until registration by qualification, by coordination, or by description of those securities is made under this chapter. (L) The issuance of securities in exchange for one or more bona fide outstanding securities, claims, or property interests, not including securities sold for a consideration payable in whole or in part in cash, under a plan of reorganization, recapitalization, or refinancing approved by a court pursuant to the Bankruptcy Act of the United States or to any other federal act giving any federal court jurisdiction over such plan of reorganization, or under a plan of reorganization approved by a court of competent jurisdiction of any state of the United States is exempt. As used in this division, "reorganization," "recapitalization," and "refinancing" have the same meanings as in section 1707.04 of the Revised Code. (M) A sale by a licensed dealer, acting either as principal or as agent, of securities issued and outstanding before the sale is exempt, unless the sale is of one or more of the following: (1) Securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as an underwriter or other participant in the distribution of those securities by the issuer, whether that distribution is direct or through an underwriter, provided that, if the issuer is such by reason of owning one-fourth or more of those securities, the dealer has knowledge of this fact or reasonable cause to believe this fact; (2) Any class of shares issued by a corporation when the number of beneficial owners of that class is less than twenty-five, with the record owner of securities being deemed the beneficial owner for this purpose, in the absence of actual knowledge to the contrary; (3) Securities that within one year were purchased outside this state or within one year were transported into this state, if the dealer has knowledge or reasonable cause to believe, before the sale of those securities, that within one year they were purchased outside this state or within one year were transported into this state; but such a sale of those securities is exempt if any of the following occurs: (a) A recognized securities manual contains the names of the issuer's officers and directors, a balance sheet of the issuer as of a date within eighteen months, and a profit and loss statement for either the fiscal year preceding that date or the most recent year of operations; (b) Those securities, or securities of the same class, within one year were registered or qualified under section 1707.09 or 1707.091 of the Revised Code, and that registration or qualification is in full force and effect; (c) The sale is made by a licensed dealer on behalf of the bona fide owner of those securities in accordance with division (B) of this section; (d) Those securities were transported into Ohio in a transaction of the type described in division (L), (K), or (I) of this section, or in a transaction registered under division (A) of section 1707.06 of the Revised Code. (N) For the purpose of this division and division (M) of this section, "underwriter" means any person who has purchased from an issuer with a view to, or sells for an issuer in connection with, the distribution of any security, or who participates directly or indirectly in any such undertaking or in the underwriting thereof, but "underwriter" does not include a person whose interest is limited to a discount, commission, or profit from the underwriter or from a dealer that is not in excess of the customary distributors' or sellers' discount, commission, or profit; and "issuer" includes any person or any group of persons acting in concert in the sale of such securities, owning beneficially one-fourth or more of the outstanding securities of the class involved in the transactions in question, with the record owner of securities being deemed the beneficial owner for this purpose, in the absence of actual knowledge to the contrary. (O)(1) The sale of any equity security is exempt if all the following conditions are satisfied: (a) The sale is by the issuer of the security. (b) The total number of purchasers in this state of all securities issued or sold by the issuer in reliance upon this exemption during the period of one year ending with the date of the sale does not exceed ten. A sale of securities registered under this chapter or sold pursuant to an exemption under this chapter other than this exemption shall not be integrated with a sale pursuant to this exemption in computing the number of purchasers under this exemption. (c) No advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television or radio is used in connection with the sale, but the use of an offering circular or other communication delivered by the issuer to selected individuals does not destroy this exemption. (d) The issuer reasonably believes after reasonable investigation that the purchaser is purchasing for investment. (e) The aggregate commission, discount, and other remuneration, excluding legal, accounting, and printing fees, paid or given directly or indirectly does not exceed ten per cent of the initial offering price. (f) Any such commission, discount, or other remuneration for sales in this state is paid or given only to dealers or salespersons registered pursuant to this chapter. (2) For the purposes of division (O)(1) of this section, each of the following is deemed to be a single purchaser of a security: husband and wife, a child and its parent or guardian when the parent or guardian holds the security for the benefit of the child, a corporation, a limited liability company, a partnership, an association or other unincorporated entity, a joint-stock company, or a trust, but only if the corporation, limited liability company, partnership, association, entity, joint-stock company, or trust was not formed for the purpose of purchasing the security. (3) As used in division (O)(1) of this section, "equity security" means any stock or similar security of a corporation or any membership interest in a limited liability company; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right; or any other security that the division considers necessary or appropriate, by such rules as it may prescribe in the public interest or for the protection of investors, to treat as an equity security. (P) The sale of securities representing interests in or under profit-sharing or participation agreements relating to oil or gas wells located in this state, or representing interests in or under oil or gas leases of real estate situated in this state, is exempt if the securities are issued by an individual, partnership, limited partnership, partnership association, syndicate, pool, trust or trust fund, or other unincorporated association and if each of the following conditions is complied with: (1) The beneficial owners of the securities do not, and will not after the sale, exceed five natural persons; (2) The securities constitute or represent interests in not more than one oil or gas well; (3) A certificate or other instrument in writing is furnished to each purchaser of the securities at or before the consummation of the sale, disclosing the maximum commission, compensation for services, cost of lease, and expenses with respect to the sale of such interests and with respect to the promotion, development, and management of the oil or gas well, and the total of that commission, compensation, costs, and expenses does not exceed twenty-five per cent of the aggregate interests in the oil or gas well, exclusive of any landowner's rental or royalty; (4) The sale is made in good faith and not for the purpose of avoiding this chapter. (Q) The sale of any security is exempt if all of the following conditions are satisfied: (1) The provisions of section 5 of the Securities Act of 1933 do not apply to the sale by reason of an exemption under section 4 (2) of that act. (2) The aggregate commission, discount, and other remuneration, excluding legal, accounting, and printing fees, paid or given directly or indirectly does not exceed ten per cent of the initial offering price. (3) Any such commission, discount, or other remuneration for sales in this state is paid or given only to dealers or salespersons registered under this chapter. (4) The issuer or dealer files with the division of securities, not later than sixty days after the sale, a report setting forth the name and address of the issuer, the total amount of the securities sold under this division, the number of persons to whom the securities were sold, the price at which the securities were sold, and the commissions or discounts paid or given. (5) The issuer pays a filing fee of one hundred dollars for the first filing and fifty dollars for every subsequent filing during each calendar year. (R) A sale of a money order, travelers' check, or other instrument for the transmission of money by a person qualified to engage in such business under Chapter 1315. of the Revised Code is exempt. (S) A sale by a licensed dealer of securities that are in the process of registration under the Securities Act of 1933, unless exempt under that act, and that are in the process of registration, if registration is required under this chapter, is exempt, provided that no sale of that nature shall be consummated prior to the registration by description or qualification of the securities. (T) The execution by a licensed dealer of orders for the purchase of any security is exempt, provided that the dealer acts only as agent for the purchaser, has made no solicitation of the order to purchase the security, has no interest in the distribution of the security, and delivers to the purchaser written confirmation of the transaction that clearly itemizes the dealer's commission. "Solicitation," as used in this division, means solicitation of the order for the specific security purchased and does not include general solicitations or advertisements of any kind. (U) The sale insofar as the security holders of a person are concerned, where, pursuant to statutory provisions of the jurisdiction under which that person is organized or pursuant to provisions contained in its articles of incorporation, certificate of incorporation, partnership agreement, declaration of trust, trust indenture, or similar controlling instrument, there is submitted to the security holders, for their vote or consent, (1) a plan or agreement for a reclassification of securities of that person that involves the substitution of a security of that person for another security of that person, (2) a plan or agreement of merger or consolidation or a similar plan or agreement of acquisition in which the securities of that person held by the security holders will become or be exchanged for securities of any other person, or (3) a plan or agreement for a combination as defined in division (Q) of section 1701.01 of the Revised Code or a similar plan or agreement for the transfer of assets of that person to another person in consideration of the issuance of securities of any person, is exempt if, with respect to any of the foregoing transactions, either of the following conditions is satisfied: (a) The securities to be issued to the security holders are effectively registered under sections 6 to 8 of the Securities Act of 1933 and offered and sold in compliance with section 5 of that act; (b) At least twenty days prior to the date on which a meeting of the security holders is held or the earliest date on which corporate action may be taken when no meeting is held, there is submitted to the security holders, by that person, or by the person whose securities are to be issued in the transaction, information substantially equivalent to the information that would be required to be included in a proxy statement or information statement prepared by or on behalf of the management of an issuer subject to section 14(a) or 14(c) of the Securities Exchange Act of 1934. (V) The sale of any security is exempt if the division by rule finds that registration is not necessary or appropriate in the public interest or for the protection of investors. (W) Any offer or sale of securities made in reliance on the exemptions provided by Rule 505 of Regulation D made pursuant to the Securities Act of 1933 and the conditions and definitions provided by Rules 501 to 503 thereunder is exempt if the offer or sale satisfies all of the following conditions: (1) No commission or other remuneration is given, directly or indirectly, to any person for soliciting or selling to any person in this state in reliance on the exemption under this division, except to dealers licensed in this state. (2)(a) Unless the cause for disqualification is waived under division (W)(2)(b) of this section, no exemption under this section is available for the securities of an issuer unless the issuer did not know and in the exercise of reasonable care could not have known that any of the following applies to any of the persons described in Rule 262(a) to (c) of Regulation A under the Securities Act of 1933: (i) The person has filed an application for registration or qualification that is the subject of an effective order entered against the issuer, its officers, directors, general partners, controlling persons or affiliates thereof, pursuant to the law of any state within five years before the filing of a notice required under division (W)(3) of this section denying effectiveness to, or suspending or revoking the effectiveness of, the registration statement. (ii) The person has been convicted of any offense in connection with the offer, sale, or purchase of any security or franchise, or any felony involving fraud or deceit, including, but not limited to, forgery, embezzlement, fraud, theft, or conspiracy to defraud. (iii) The person is subject to an effective administrative order or judgment that was entered by a state securities administrator within five years before the filing of a notice required under division (W)(3) of this section and that prohibits, denies, or revokes the use of any exemption from securities registration, prohibits the transaction of business by the person as a dealer, or is based on fraud, deceit, an untrue statement of a material fact, or an omission to state a material fact. (iv) The person is subject to any order, judgment, or decree of any court entered within five years before the filing of a notice required under division (W)(3) of this section, temporarily, preliminarily, or permanently restraining or enjoining the person from engaging in or continuing any conduct or practice in connection with the offer, sale, or purchase of any security, or the making of any false filing with any state. (b)(i) Any disqualification under this division involving a dealer may be waived if the dealer is or continues to be licensed in this state as a dealer after notifying the commissioner of the act or event causing disqualification. (ii) The commissioner may waive any disqualification under this paragraph upon a showing of good cause that it is not necessary under the circumstances that use of the exemption be denied. (3) Not later than five business days before the earlier of the date on which the first use of an offering document or the first sale is made in this state in reliance on the exemption under this division, there is filed with the commissioner a notice comprised of offering material in compliance with the requirements of Rule 502 of Regulation D under the Securities Act of 1933 and a fee of one hundred dollars. Material amendments to the offering document shall be filed with the commissioner not later than the date of their first use in this state. (4) The aggregate commission, discount, and other remuneration paid or given, directly or indirectly, does not exceed twelve per cent of the initial offering price, excluding legal, accounting, and printing fees. (X) Any offer or sale of securities made in reliance on the exemption provided in Rule 506 of Regulation D under the Securities Act of 1933, and in accordance with Rules 501 to 503 of Regulation D under the Securities Act of 1933, is exempt provided that all of the following apply: (1) The issuer makes a notice filing with the division on form D of the securities and exchange commission within fifteen days of the first sale in this state; (2) Any commission, discount, or other remuneration for sales of securities in this state is paid or given only to dealers or salespersons licensed under this chapter; (3) The issuer pays a filing fee of one hundred dollars to the division; however, no filing fee shall be required to file amendments to the form D of the securities and exchange commission. (Y) The offer or sale of securities by an issuer is exempt provided that all of the following apply: (1) The sale of securities is made only to persons who are, or who the issuer reasonably believes are, accredited investors as defined in Rule 501 of Regulation D under the Securities Act of 1933. (2) The issuer reasonably believes that all purchasers are purchasing for investment and not with a view to or for sale in connection with a distribution of the security. Any resale of a security sold in reliance on this exemption within twelve months of sale shall be presumed to be with a view to distribution and not for investment, except a resale to which any of the following applies: (a) The resale is pursuant to a registration statement effective under section 1707.09 or 1707.091 of the Revised Code. (b) The resale is to an accredited investor, as defined in Rule 501 of Regulation D under the Securities Act of 1933. (c) The resale is to an institutional investor pursuant to the exemptions under division (B) or (D) of this section. (3) The exemption under this division is not available to an issuer that is in the development stage and that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entities or persons. (4) The exemption under this division is not available to an issuer, if the issuer, any of the issuer's predecessors, any affiliated issuer, any of the issuer's directors, officers, general partners, or beneficial owners of ten per cent or more of any class of its equity securities, any of the issuer's promoters presently connected with the issuer in any capacity, any underwriter of the securities to be offered, or any partner, director, or officer of such underwriter: (a) Within the past five years, has filed a registration statement that is the subject of a currently effective registration stop order entered by any state securities administrator or the securities and exchange commission; (b) Within the past five years, has been convicted of any criminal offense in connection with the offer, purchase, or sale of any security, or involving fraud or deceit; (c) Is currently subject to any state or federal administrative enforcement order or judgment, entered within the past five years, finding fraud or deceit in connection with the purchase or sale of any security; (d) Is currently subject to any order, judgment, or decree of any court of competent jurisdiction, entered within the past five years, that temporarily, preliminarily, or permanently restrains or enjoins the party from engaging in or continuing to engage in any conduct or practice involving fraud or deceit in connection with the purchase or sale of any security. (5) Division (Y)(4) of this section is inapplicable if any of the following applies: (a) The party subject to the disqualification is licensed or registered to conduct securities business in the state in which the order, judgment, or decree creating the disqualification was entered against the party described in division (Y)(4) of this section. (b) Before the first offer is made under this exemption, the state securities administrator, or the court or regulatory authority that entered the order, judgment, or decree, waives the disqualification. (c) The issuer did not know and, in the exercise of reasonable care based on reasonable investigation, could not have known that a disqualification from the exemption existed under division (Y)(4) of this section. (6) A general announcement of the proposed offering may be made by any means; however, the general announcement shall include only the following information, unless additional information is specifically permitted by the division by rule: (a) The name, address, and telephone number of the issuer of the securities; (b) The name, a brief description, and price of any security to be issued; (c) A brief description of the business of the issuer; (d) The type, number, and aggregate amount of securities being offered; (e) The name, address, and telephone number of the person to contact for additional information; and (f) A statement indicating all of the following: (i) Sales will only be made to accredited investors as defined in Rule 501 of Regulation D under the Securities Act of 1933; (ii) No money or other consideration is being solicited or will be accepted by way of this general announcement; (iii) The securities have not been registered with or approved by any state securities administrator or the securities and exchange commission and are being offered and sold pursuant to an exemption from registration. (7) The issuer, in connection with an offer, may provide information in addition to the general announcement described in division (Y)(6) of this section, provided that either of the following applies: (a) The information is delivered through an electronic database that is restricted to persons that are accredited investors as defined in Rule 501 of Regulation D under the Securities Act of 1933. (b) The information is delivered after the issuer reasonably believes that the prospective purchaser is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act of 1933. (8) No telephone solicitation shall be done, unless prior to placing the telephone call, the issuer reasonably believes that the prospective purchaser to be solicited is an accredited investor as defined in Rule 501 of Regulation D under the Securities Act of 1933. (9) Dissemination of the general announcement described in division (Y)(6) of this section to persons that are not accredited investors, as defined in Rule 501 of Regulation D under the Securities Act of 1933, does not disqualify the issuer from claiming an exemption under this division. (10) The issuer shall file with the division notice of the offering of securities within fifteen days after notice of the offering is made or a general announcement is made in this state. The filing shall be on forms adopted by the division and shall include a copy of the general announcement, if one is made regarding the proposed offering, and copies of any offering materials, circulars, or prospectuses. A filing fee of one hundred dollars also shall be included. (Z) The offer or sale of securities by an OhioInvests issuer under sections 1707.05 to 1707.058 of the Revised Code is exempt.
Ohio Rev. Code § 1782.06 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.06
§ 1782.06. Scope of business
Status: in_force

April 1, 1985 House Bill 607 - 115th General Assembly A limited partnership may carry on any business which a partnership without limited partners may carry on, except banking and insurance.
Ohio Rev. Code § 1703.30 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.30
§ 1703.30. Officer of unlicensed foreign corporation shall not transact business
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly No officer of a foreign corporation shall transact business in this state on its behalf, if such corporation is required by sections 1703.01 to 1703.31 , inclusive, of the Revised Code, to procure and maintain a license but has not done so.
Ohio Rev. Code § 1745.08 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.08
§ 1745.08. Legal entity; perpetual existence; powers
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly All of the following apply to an unincorporated nonprofit association: (A) It is a legal entity distinct from its members and managers. (B) It has perpetual duration unless its governing principles specify otherwise. (C) It has the same powers as an individual to do all things necessary or convenient to carry on its activities. (D) It may engage in profit-making activities, but any profits from those activities shall be used or set aside for the association's nonprofit purposes.
Ohio Rev. Code § 1707.093 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.093
§ 1707.093. Electronic filings
Status: in_force

March 18, 1999 House Bill 695 - 122nd General Assembly Notwithstanding any provision of Chapter 1707. of the Revised Code, or any rule adopted by the division of securities under that chapter, requiring a signature or verification, the division may provide by rule for the electronic filing or submission of any form, document, material, or information that is required or permitted to be filed with or submitted to the division.
Ohio Rev. Code § 1782.31 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.31
§ 1782.31. Partner entitled to receive distributions
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly Except as otherwise provided in this chapter, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up of the partnership only to the extent and at the times or upon the happening of the events specified in the partnership agreement.
Ohio Rev. Code § 1751.83 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.83
§ 1751.83. Maintaining internal review system
Status: in_force

December 26, 2011 House Bill 218 - 129th General Assembly A health insuring corporation shall establish and maintain an internal review system that has been approved by the superintendent of insurance. The system shall provide for review by a clinical peer and include adequate and reasonable procedures for review and resolution of appeals from enrollees concerning adverse determinations made under section 1751.81 of the Revised Code, including procedures for verifying and reviewing appeals from enrollees whose medical conditions require expedited review. A health insuring corporation shall consider and provide a written response to each request for an internal review not later than thirty days after receipt of the request, except that if the seriousness of the enrollee's medical condition requires an expedited review, the health insuring corporation shall provide the written response not later than seven days after receipt of the request or in accordance with applicable preemptive federal laws or regulations. The response shall state the reason for the health insuring corporation's decision, inform the enrollee of the right to pursue a further review, and explain the procedures for initiating the review, including the time frames within which the enrollee must request the review, as specified in section 3922.02 of the Revised Code. Failure by a health insuring corporation to provide a written response within the time frames specified under this section shall be deemed a denial by the health insuring corporation for purposes of requesting an external review under Chapter 3922. of the Revised Code. If the health insuring corporation has denied, reduced, or terminated coverage for a health care service on the grounds that the service is not a service covered under the terms of the enrollee's policy, contract, or agreement, the response shall inform the enrollee of the right to request a review by the superintendent of insurance under Chapter 3922. of the Revised Code. If the health insuring corporation has denied, reduced, or terminated coverage for a health care service on the grounds that the service is not medically necessary, the response shall inform the enrollee of the right to request an external review under Chapter 3922. of the Revised Code. The health insuring corporation shall make available to the superintendent for inspection copies of all documents in the health insuring corporation's possession related to reviews conducted pursuant to this section, including medical records related to those reviews, and of responses, for three years following completion of the review.
Ohio Rev. Code § 1706.76 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.76
§ 1706.76. Separate asset series-designation by operating agreement
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) An operating agreement may establish or provide for the establishment of one or more designated series of assets that has both of the following: (1) Either or both of the following: (a) Separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; (b) A separate purpose or investment objective. (2) At least one member associated with each series. (B) A series established in accordance with division (A) of this section may carry on any activity, whether or not for profit.
Ohio Rev. Code § 1745.36 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.36
§ 1745.36. Executive and other committees of managers
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) The governing principles may provide for the creation by the managers of an executive committee or any other committee of the managers, to consist of one or more managers, and may authorize the delegation to that committee of any of the authority of the managers, however conferred. (B) The managers may appoint one or more managers as alternate members of any committee described in division (A) of this section, who may take the place of any absent member or members at any meeting of the particular committee. (C) Each committee described in division (A) of this section shall serve at the pleasure of the managers, shall act only in the intervals between meetings of the managers, and shall be subject to the control and direction of the managers. (D) Unless otherwise provided in the governing principles or ordered by the managers, any committee described in division (A) of this section may act by a majority of its members at a meeting or by a writing or writings signed by all of its members. (E) Meetings of committees described in division (A) of this section may be held by any means of authorized communication equipment, unless participation by members of the committee at a meeting by means of authorized communications equipment is prohibited by the governing principles or any order of the managers. Participation at a meeting pursuant to this division constitutes presence at the meeting. (F) An act or authorization of an act by any committee described in division (A) of this section within the authority delegated to it shall be as effective for all purposes as the act or authorization of the managers.
Ohio Rev. Code § 1776.23 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.23
§ 1776.23. Partnership property
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) Property acquired by a partnership is property of the partnership and not the property of the partners individually. (B) Property is partnership property if the property is acquired in the name of either of the following: (1) The partnership; (2) One or more partners when the instrument transferring title to the property indicates that the transferee holds the property in the capacity as a partner, or that a partnership exists but without an indication of the name of the partnership. (C) Property is acquired in the name of the partnership by a transfer to either of the following: (1) The partnership in its name; (2) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property. (D) Property is presumed to be partnership property if purchased with partnership assets, even if it is not acquired as described in division (B) of this section. (E) Property acquired in the name of one or more of the partners, when there is no indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without the use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
Ohio Rev. Code § 1719.02 — Ohio Revised Code / Title 17 / Chapter 1719 / § 1719.02
§ 1719.02. Code of regulations
Status: in_force

October 11, 1955 House Bill 70 - 101st General Assembly A charitable trust incorporated as provided in section 1719.01 of the Revised Code shall adopt and maintain a code of regulations for its government, and for the administration of the trust, in conformity with the deed or will. Such regulations shall provide for the election or appointment of the trustees of said corporation and their successors, and for the terms of office of such trustees and their successors, so as to conform to such deed or will. If such deed or will contains no provision as to the manner of electing or appointing the trustees or as to their terms of office, they shall be elected or appointed in the manner and for the term provided by section 1702.04 and sections 1702.26 to 1702.29 , inclusive, of the Revised Code or by the code of regulations adopted pursuant thereto.
Ohio Rev. Code § 1729.031 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.031
§ 1729.031. Indemnification
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly (A)(1) Subject to divisions (A)(2) and (3) of this section, an association may indemnify or agree to indemnify any person that was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action or suit by or in the right of the association, because the person is or was a director, officer, employee, agent, or volunteer of the association or is or was serving at the request of the association as a trustee, director, officer, employee, member, manager, agent, or volunteer of another association, entity, partnership, joint venture, trust, or other enterprise. The indemnification described in division (A)(1) of this section shall be for expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding described in division (A)(1) of this section. (2) With respect to any noncriminal action or proceeding, the indemnification described in division (A)(1) of this section shall be made if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the association as described in division (D) of section 1729.23 of the Revised Code. (3) With respect to any criminal action or proceeding, the indemnification described in division (A)(1) of this section shall be made if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the association as described in division (D) of section 1729.23 of the Revised Code, and the person had no reasonable cause to believe the conduct was unlawful. (4) For purposes of divisions (A)(2) and (3) of this section, the termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or a plea of nolo contendere or its equivalent does not create, of itself, a presumption that the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the association or that the person had reasonable cause to believe that the conduct was unlawful. (B)(1) Subject to division (B)(2) of this section and provided the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the association, an association may indemnify or agree to indemnify any person that was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the association to procure a judgment in its favor, because the person is or was a director, officer, employee, agent, or volunteer of the association or is or was serving at the request of the association as a trustee, director, officer, employee, member, manager, agent, or volunteer of another association, entity, partnership, joint venture, trust, or other enterprise. The indemnification described in division (B)(1) of this section shall be for expenses, including attorney's fees, actually and reasonably incurred by the person in connection with the defense or settlement of an action or suit described in division (B)(1) of this section. (2) If a person is adjudged to be liable for negligence or misconduct in the performance of a duty to the association, the indemnification described in division (B)(1) of this section shall be made for any claim, issue, or matter only to the extent that the court of common pleas or the court in which the action or suit was brought determines, upon application, that despite the adjudication of liability and in view of all the circumstances of the case, the person fairly and reasonably is entitled to indemnity for expenses that the court of common pleas or court in which the action or suit was brought considers proper. (C) Notwithstanding division (A) or (B) of this section, to the extent that a person has been successful on the merits or otherwise in defense of any action, suit, or proceeding described in division (A) or (B) of this section, the person shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred in connection with that action, suit, or proceeding. (D) Unless ordered by a court or division (C) of this section applies, the association shall make any indemnification under division (A) or (B) of this section only as authorized in the specific case, upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in division (A) or (B) of this section. This determination shall be made in any of the following manners: (1) By a majority vote of a quorum consisting of directors of the indemnifying association that were not and are not parties to or threatened with the action, suit, or proceeding described in division (A) or (B) of this section; (2) Whether or not a quorum as described in division (D)(1) of this section is obtainable, and if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney or a firm of attorneys associated with that attorney, that within the past five years has been retained by or has performed services for the association or has performed services for any person to be indemnified; (3) By the members. (E)(1) The association shall pay the expenses, including attorney's fees, incurred by the person in defending the action, suit, or proceeding described in division (A) or (B) of this section, unless either of the following applies: (a) At the time of a person's act or omission that is the subject of an action, suit, or proceeding described in division (A) or (B) of this section, the articles or bylaws of the association state, by specific reference to divisions (A) and (B) of this section, that division (A) and (B) of this section do not apply to the association. (b) The only liability asserted against a person in an action, suit, or proceeding described in division (A) or (B) of this section is pursuant to section 1729.25 of the Revised Code. (2) Upon receipt of a request from a person, the association may pay expenses, including attorney's fees, incurred by a person in defending any action, suit, or proceeding described in division (A) or (B) of this section as the expenses are incurred in advance of the final disposition of the action, suit, or proceeding, if the board authorizes this payment in the specific case and upon receipt of an undertaking by or on behalf of the person to repay the amount if it ultimately is determined that the person is not entitled to be indemnified by the association. (F) Both of the following apply to the indemnification authorized by this section: (1) It is not exclusive of and is in addition to any other rights granted to a person seeking indemnification pursuant to the articles or bylaws of the association, any agreement, a vote of members or disinterested directors of the association, or otherwise, for action taken in the person's official capacity and action taken in another capacity while holding their office or position. (2) It continues as to a person that has ceased to be a director, officer, employee, member, manager, agent, or volunteer and inures to the benefit of the heirs, executors, and administrators of that person. (G) As used in this section, "association" includes all constituent associations and entities in a consolidation or merger and the new or surviving association or entity. Any person that is or was a director, officer, employee, agent, or volunteer of a constituent association or is or was serving at the request of a constituent association as a trustee, director, officer, employee, member, manager, agent, or volunteer of another association, entity, partnership, joint venture, trust, or other enterprise stands in the same position under this section with respect to the new or surviving association or entity as the person would if the person had served the new or surviving association or entity in the same capacity. (H)(1) An association may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, for or on behalf of any person that is or was a director, officer, employee, agent, or volunteer of the association or is or was serving at the request of the association as a trustee, director, officer, employee, member, manager, agent, or volunteer of another association, entity, partnership, joint venture, trust, or other enterprise. The insurance or similar protection described in division (H)(1) of this section shall be against any liability asserted against the person and incurred by the person in any such capacity, whether or not the association would have the power to indemnify the person against that liability under this section. (2) Insurance described in division (H)(1) of this section may be purchased from or maintained with a person in which the association has a financial interest.
Ohio Rev. Code § 1727.05 — Ohio Revised Code / Title 17 / Chapter 1727 / § 1727.05
§ 1727.05. Consolidation
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Any unincorporated association organized for any purpose named in section 1727.01 of the Revised Code may be consolidated with an association incorporated for a purpose named in said section, by a resolution of each component association adopted by not less than two thirds of its members at a meeting called for that purpose. Such resolutions and the votes thereon must be recorded by the clerk of the component corporate association, and the consolidated association thereupon shall assume the name of such corporate association and be entitled to all its privileges. The members of the consolidated association are not liable for the obligations of the unincorporated association. Disclaimer Contact About
Ohio Rev. Code § 1715.17 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.17
§ 1715.17. Legal title to lands
Status: in_force

February 21, 1967 House Bill 1 - 107th General Assembly Property conveyed in trust for the use of a religious society, church, or association, whether incorporated or not, shall be held by the trustees and their successors, appointed as provided in the instrument creating the trust, or in case no provision for successor trustees is made in such instrument, then by such successor trustees as are appointed by a competent court. No person shall be elected or appointed by such society, church, or association to act as trustee to the exclusion of any trustee appointed as provided in this section. Title to property conveyed after October 30, 1965 to and in the name of a religious society, church, or association; charitable or other eleemosynary organization; labor union, national, state, district, regional, or other unit; whether incorporated or not, may be held in the name of such group or organization. Any right, title, or interest in property in the name of any such group or organization on October 30, 1965 is hereby confirmed in that name as if the conveyance or grant thereof had been made after such date.
Ohio Rev. Code § 1745.50 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.50
§ 1745.50. Voluntary dissolution
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) An unincorporated nonprofit association may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for an unincorporated nonprofit association shall set forth all of the following: (1) That the association elects to be dissolved; (2) Any additional provision considered necessary with respect to the proposed dissolution and winding up of affairs. (C) The managers of an unincorporated nonprofit association may adopt a resolution of dissolution in any of the following cases: (1) If the association has been adjudged bankrupt or has made a general assignment for the benefit of creditors; (2) By leave of the court, if a receiver has been appointed in a general creditors' suit or in any suit in which the affairs of the association are to be wound up; (3) If substantially all of the assets of the association have been sold at judicial sale; (4) When the period of existence of the association specified in its governing principles has expired or upon the occurrence of another event or condition specified in its governing principles; (5) If no members of the association can be identified and the association's operations have been discontinued for at least three years by the managers or, if the association has no incumbent managers, by its last preceding incumbent manager. (D) The members of an unincorporated nonprofit association may adopt a resolution of dissolution by the affirmative vote of the members.
Ohio Rev. Code § 1761.26 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.26
§ 1761.26. Criminal records check to be requested by superintendent
Status: in_force

January 1, 2013 House Bill 487 - 129th General Assembly Whenever the approval of the superintendent of credit unions is required under this chapter, or under an order or supervisory action issued or taken under this chapter, for a person to serve as an organizer, incorporator, director, or executive officer of a credit union share guaranty corporation, or to otherwise participate in the management of such a corporation, the superintendent shall request the superintendent of the bureau of criminal identification and investigation, or a vendor approved by the bureau, to conduct a criminal records check based on the person's fingerprints in accordance with section 109.572 of the Revised Code. The superintendent of credit unions shall request that criminal record information from the federal bureau of investigation be obtained as part of the criminal records check. Any fee required under division (C)(3) of section 109.572 of the Revised Code shall be paid by the person who is the subject of the request.
Ohio Rev. Code § 1701.791 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.791
§ 1701.791. Merging or consolidating constituent entities that are not corporations
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) If the constituent entities in a merger or consolidation include entities that are not corporations, the constituent entities may be merged or consolidated into a surviving or new entity that is not a domestic corporation, as provided in this section. Pursuant to an agreement of merger or consolidation between the constituent entities as provided in this section, a domestic corporation and, if so provided, one or more additional domestic or foreign entities, may be merged into a surviving entity other than a domestic corporation, or a domestic corporation together with one or more additional domestic or foreign entities may be consolidated into a new entity other than a domestic corporation, to be formed by such consolidation. The merger or consolidation must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (B) The agreement of merger or consolidation shall set forth all of the following: (1) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (2) In the case of a merger, that one or more specified constituent entities will be merged into a specified surviving foreign entity or surviving domestic entity other than a domestic corporation or, in the case of a consolidation, that the constituent entities will be consolidated into a new foreign entity or domestic entity other than a corporation. The name of such a surviving or new entity may be the same as or similar to that of any constituent corporation or constituent limited liability company. (3) The terms of the merger or consolidation, the mode of carrying them into effect, and the manner and basis of converting the shares or interests of the constituent entities into, or substituting the shares or interests of the constituent entities for, shares, interests, evidences of indebtedness, other securities, cash, rights, or any other property or any combination of shares, interests, evidences of indebtedness, securities, cash, rights, or any other property of the surviving entity, of the new entity, or of any other entity, including the parent of any constituent entity, or any other person. No conversion or substitution shall be effected if there are reasonable grounds to believe that the surviving or new entity would be rendered insolvent by the conversion or substitution. (4) If the surviving or new entity is a foreign corporation, all additional statements and matters, other than the name and address of the statutory agent, that would be required by section 1701.78 of the Revised Code if the surviving or new corporation were a domestic corporation; (5) The name and the form of entity of the surviving or new entity, the state under the laws of which the surviving entity exists or the new entity is to exist, and the location of the principal office of the surviving or new entity in that state; (6) All statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists and, in the case of a consolidation, the new entity is to exist; (7) The consent of the surviving or the new entity to be sued and served with process in this state and the irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding in this state to enforce against the surviving or new entity any obligation of any domestic constituent corporation, or to enforce the rights of a dissenting shareholder of any domestic constituent corporation; (8) If the surviving or new entity is a foreign corporation that desires to transact business in this state as a foreign corporation, a statement to that effect, together with a statement regarding the appointment of a statutory agent and service of any process, notice, or demand upon that statutory agent or the secretary of state, as required when a foreign corporation applies for a license to transact business in this state; (9) If the surviving or new entity is a foreign limited partnership that desires to transact business in this state as a foreign limited partnership, a statement to that effect, together with all of the information required under section 1782.49 of the Revised Code when a foreign limited partnership registers to transact business in this state; (10) If the surviving or new entity is a foreign limited liability company that desires to transact business in this state as a foreign limited liability company, a statement to that effect, together with all of the information required under section 1705.54 or 1706.511 of the Revised Code when a foreign limited liability company registers to transact business in this state. (C) The agreement of merger or consolidation also may set forth any additional provision permitted by the laws of any state under the laws of which any constituent entity exists, consistent with the laws under which the surviving entity exists or the new entity is to exist. (D) To effect the merger or consolidation, the agreement of merger or consolidation shall be approved by the directors of each domestic constituent corporation, and adopted by the shareholders of each domestic constituent corporation, in the same manner and with the same notice to and vote of shareholders or of holders of a particular class of shares as is required by section 1701.78 of the Revised Code. The agreement also shall be approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (E) At any time before the filing of the certificate of merger or consolidation under section 1701.81 of the Revised Code, the merger or consolidation may be abandoned by the directors of any constituent corporation, the general partners of any constituent partnership, or the comparable representatives of any other constituent entity if the directors, general partners, or comparable representatives are authorized to do so by the agreement of merger or consolidation. The agreement of merger or consolidation may contain a provision authorizing the directors of any constituent corporation, the general partners of any constituent partnership, or the comparable representatives of any other constituent entity to amend the agreement of merger or consolidation at any time before the filing of the certificate of merger or consolidation, except that, after the adoption of the agreement by the shareholders of any domestic constituent corporation, the directors shall not be authorized to amend the agreement to do any of the following: (1) Alter or change the amount or kind of shares, interests, evidences of indebtedness, other securities, cash, rights, or any other property to be received by shareholders of the domestic constituent corporation in conversion of, or in substitution for, their shares; (2) If the surviving or new entity is a foreign corporation, alter or change any term of the articles of the surviving or new foreign corporation, except for alterations or changes that could otherwise be adopted by the directors of the surviving or new foreign corporation; (3) If the surviving or new entity is a partnership or other entity other than a corporation, alter or change any term of the partnership agreement or comparable instrument of the surviving or new partnership or other entity, except for alterations or changes that otherwise could be adopted by the general partners or comparable representatives of the surviving or new partnership or other entity; (4) Alter or change any other terms and conditions of the agreement of merger or consolidation if any of the alterations or changes, alone or in the aggregate, would materially adversely affect the holders of any class or series of shares of the domestic constituent corporation. Last updated September 9, 2021 at 11:43 AM
Ohio Rev. Code § 1702.38 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.38
§ 1702.38. Amendments to articles
Status: in_force

October 24, 2024 House Bill 301 - 135th General Assembly (A) The articles may be amended from time to time in any respect if the articles as amended set forth all the provisions that are required in, and only those provisions that may properly be in, original articles filed at the time of adopting the amendment, other than with respect to the initial directors, except that a public benefit corporation shall not amend its articles in such manner that it will cease to be a public benefit corporation. (B) Without limiting the generality of the authority described in division (A) of this section, the articles may be amended to: (1) Change the name of the corporation; (2) Change the place in this state where its principal office is to be located; (3) Change, enlarge, or diminish its purpose or purposes; (4) Change any provision of the articles or add any provision that may properly be included in the articles. (C)(1) If initial directors are not named in the articles, at any time prior to a meeting of voting members and before the incorporators have elected directors, the incorporators or a majority of them, at a meeting, may adopt an amendment. (2) The voting members present in person, by use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, may adopt an amendment by the affirmative vote of a majority of the voting members present if a quorum is present or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members of any particular class that is required by the articles or the regulations. (3) For purposes of division (C)(1) or (2) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (D) In addition to or in lieu of adopting an amendment to the articles, the voting members may adopt amended articles by the same action or vote as that required to adopt the amendment. (E) The directors may adopt amended articles to consolidate the original articles and all previously adopted amendments to the articles that are in force at the time, or the voting members at a meeting held for that purpose may adopt the amended articles by the same vote as that required to adopt an amendment. (F) Amended articles shall set forth all the provisions that are required in, and only the provisions that may properly be in, original articles filed at the time of adopting the amended articles, other than with respect to the initial directors, and shall contain a statement that they supersede the existing articles. (G) 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 directors, a statement of the basis for such adoption, shall be filed with the secretary of state, and upon that filing the articles shall be amended accordingly, and the amended articles shall supersede the existing articles. The certificate shall be signed by any authorized officer of the corporation. (H) 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 that 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. That copy shall be recorded in the official records of the county recorder. Last updated August 28, 2024 at 1:37 PM
Ohio Rev. Code § 1703.16 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.16
§ 1703.16. Expiration or cancellation not to affect pending actions
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The expiration or cancellation of a license of a foreign corporation to transact business in this state shall not affect any pending action upon any liability or obligation of such corporation incurred within this state, or arising out of business transacted in this state, prior to the filing of a certificate of surrender under section 1703.17 of the Revised Code.
Ohio Rev. Code § 1735.03 — Ohio Revised Code / Title 17 / Chapter 1735 / § 1735.03
§ 1735.03. Deposit with treasurer of state
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly No title guarantee and trust company shall do business until it has deposited with the superintendent of insurance fifty thousand dollars, in securities permitted by sections 3925.05 , 3925.06 , and 3925.08 of the Revised Code. The superintendent shall hold such securities deposited with the treasurer of state as security for the faithful performance of all guarantees entered into and all trusts accepted by such company, but so long as it continues solvent the treasurer of state shall permit it to collect the interest of, or dividends or distributions on, its securities so deposited, and to withdraw any of such securities on depositing with the treasurer of state cash or other securities of the kind specified in this section so as to maintain the value of such deposit at fifty thousand dollars. If such a company has made such deposits with the superintendent of insurance, it may request the treasurer of state to return to it securities held by the treasurer of state in such deposit in excess of the amount required, and the treasurer of state shall then surrender such excess to the company, taking proper receipts therefor. Last updated September 6, 2023 at 2:38 PM
Ohio Rev. Code § 1702.47 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.47
§ 1702.47. Voluntary dissolution
Status: in_force

September 6, 2012 House Bill 508 - 129th General Assembly (A) A corporation may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for a corporation shall set forth: (1) That the corporation elects to be dissolved; (2) Any additional provision deemed necessary with respect to the proposed dissolution and winding up. (C) The directors may adopt a resolution of dissolution in the following cases: (1) When the corporation has been adjudged bankrupt or has made a general assignment for the benefit of creditors; (2) By leave of the court, when a receiver has been appointed in a general creditors' suit or in any suit in which the affairs of the corporation are to be wound up; (3) When substantially all of the assets have been sold at judicial sale or otherwise; (4) When the period of existence of the corporation specified in its articles has expired. (D)(1) The voting members at a meeting held for that purpose may adopt a resolution of dissolution by the affirmative vote of a majority of the voting members present in person or, if permitted, by mail, by proxy, or by the use of authorized communications equipment, if a quorum is present or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members or the affirmative vote of the voting members of any particular class that is required by the articles or the regulations. Notice of the meeting of the members shall be sent to all the members who would be entitled to vote at the meeting by mail, overnight delivery service, or any authorized communications equipment. (2) For purposes of division (D)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (E) Upon the adoption of a resolution of dissolution, a certificate shall be prepared, on a form prescribed by the secretary of state, setting forth the following: (1) The name of the corporation; (2) A statement that a resolution of dissolution has been adopted; (3) A statement of the manner of adoption of that resolution, and, in the case of its adoption by the directors, a statement of the basis for the adoption; (4) The place in this state where its principal office is or is to be located; (5) The names and addresses of its directors and officers; (6) The name and address of its statutory agent; (7) The date of dissolution, if other than the filing date. (F) The certificate described in division (E) of this section shall be signed by any authorized officer, unless the officer fails to execute and file the certificate within thirty days after the adoption of the resolution, or upon any date specified in the resolution as the date upon which the certificate is to be filed, or upon the expiration of any period specified in the resolution as the period within which the certificate is to be filed, whichever is latest, in which event the certificate of dissolution may be signed by any three voting members and shall set forth a statement that the persons signing the certificate are voting members and are filing the certificate because of the failure of the officers to do so. (G) A certificate of dissolution, filed with the secretary of state, shall be accompanied by: (1) A receipt, certificate, or other evidence from the director of job and family services showing that all contributions due from the corporation as an employer have been paid, that such payment has been adequately guaranteed, or that the corporation is not subject to such contributions; (2) A receipt, certificate, or other evidence showing that the corporation has paid all taxes imposed under the laws of this state that are or will be due from the corporation on the date of the dissolution, or that such payment has been adequately guaranteed; (3) In lieu of the receipt, certificate, or other evidence described in division (G)(1) or (2) of this section, an affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation containing a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled effective date of the dissolution and was advised in writing of the acknowledgement by the corporation of the applicability of section 1702.55 of the Revised Code. (H) Upon the filing of a certificate of dissolution and those accompanying documents or on a later date specified in the certificate that is not more than ninety days after the filing, the corporation shall be dissolved.
Ohio Rev. Code § 1715.40 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.40
§ 1715.40. Conveyance of property to allied organizations
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The board of trustees of a church organization or of a religious or charitable society or association, or such organization or religious or charitable society or association itself if incorporated, and all persons holding title to property in trust for it, may, upon a two-thirds vote of the members of the organization present and voting at a meeting called and held for that purpose, lease, transfer, convey, or encumber such property to other boards of trustees of the same denomination, or to the board of trustees of such organization, society, or association itself if incorporated in this state; but such lease, transfer, conveyance, or encumbrance shall be made only when the property transferred, leased, or encumbered, the proceeds thereof, or the revenue arising from the use thereof is still to be used for the religious, missionary, church, or specified charitable purposes for which such property is held at the time of such lease, transfer, conveyance, or encumbrance.
Ohio Rev. Code § 1733.19 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.19
§ 1733.19. Establishment of committees - advisory board
Status: in_force

March 20, 2019 House Bill 489 - 132nd General Assembly (A) The regulations may provide for the creation by the directors of an executive committee consisting of not less than three directors, and may authorize the delegation to any such committee of any of the authority of directors other than any action requiring more than a majority vote of the board of directors; provided, that the executive committee shall exercise only such authority in the interim between the meetings of the board and shall make a full report of, and the board shall review, all actions taken at any meeting of such committee at the next regular meeting of the board of directors following the meeting of the executive committee. (B) Unless the articles or regulations provide a different method for the establishment of a supervisory audit committee, the board of directors shall appoint a supervisory audit committee of not less than three individual voting members for such term as is provided in the regulations. The committee shall audit the books of the credit union at least annually, using generally accepted auditing procedures and standards, and shall report its findings to the board. Under the supervision of the supervisory audit committee, accounts showing installment payments by members upon shares of the credit union shall be verified at least annually. (C) In lieu of the appointment of a supervisory audit committee as provided in division (B) of this section, the board of directors may employ a public accountant or a firm of public accountants to perform the functions of a supervisory audit committee. The board of directors may appoint an audit committee to oversee the public accountant or firm of public accountants. (D) The superintendent of credit unions may require at any time that a credit union have its accounts audited in accordance with generally accepted auditing standards by an outside auditor. The outside auditor shall be retained, and expense of any such audit shall be paid, by the credit union. (E) (1) Unless the articles or regulations provide for the appointment of loan officers in lieu of a credit committee, the board of directors shall appoint, or the members shall elect, a credit committee composed of not less than three individual voting members, which committee shall have such powers in the granting of loans and the supervision of lending practices as shall be delegated to it by the articles, regulations, or resolutions of the board of directors. The credit committee shall make regular reports of their activities to the board of directors, and the board of directors shall review the reports. (2) The credit committee may be delegated the authority to appoint one or more loan officers, and delegate to them power to approve loans within limits fixed by the regulations, bylaws, or resolutions of the board of directors. Such loan officers also may be loan originators registered with the nationwide mortgage licensing system and registry as provided in section 1733.352 of the Revised Code. (3) If loan officers are appointed pursuant to division (E)(2) of this section, all applications for loans denied by a loan officer may be reviewed by the credit committee, and the approval of the majority of the members of the committee who are present at the meeting when the review is undertaken shall be required to reverse the decision of the loan officer, provided that a majority of the full committee is present. (4) In the absence of a credit committee, the board shall, upon the written request of a member, review a loan application denied by a loan officer. (F) If the articles or regulations so provide, a credit union may establish an advisory board consisting of persons selected by the board of directors or their designee. Persons serving on the advisory board need not be members of the credit union, they may be paid per diem not exceeding thirty dollars per day and expenses for their services on such board, and their duties shall be to make recommendations on financial and policy matters of the credit union. (G) A credit union may establish such other committee or committees as shall be provided for in the articles, regulations, bylaws, or by resolution of the board of directors.
Ohio Rev. Code § 1733.412 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.412
§ 1733.412. Powers of federal credit unions granted to state chartered credit unions
Status: in_force

April 14, 2006 House Bill 81 - 126th General Assembly (A) Notwithstanding any provision in Chapter 1733. of the Revised Code, if a credit union operating in this state that is organized or chartered under this chapter or the laws of the United States possesses any right, power, privilege, or benefit by virtue of a statute, rule, policy, regulation, interpretation, or judicial decision, the superintendent of credit unions shall adopt a rule under section 111.15 of the Revised Code granting any credit union doing business under authority granted by the superintendent authority to exercise the respective right, power, privilege, or benefit. (B) The rule adopted by the superintendent pursuant to the authority of this section becomes effective on the later of the following dates: (1) The date the superintendent issues the rule; (2) The date the statute, rule, policy, regulation, interpretation, or judicial decision on which the superintendent's rule is based becomes effective. (C) If the rule adopted by the superintendent pursuant to this section is not enacted into law or adopted in accordance with Chapter 119. of the Revised Code within thirty months from its effective date, the rule shall thereupon no longer be of any force or effect; however, the superintendent may adopt the rule under section 111.15 of the Revised Code pursuant to this section for an additional thirty-month period. (D) The superintendent, upon thirty days' written notice to state-chartered credit unions, may revoke any rule issued by virtue of the authority of this section.
Ohio Rev. Code § 1751.58 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.58
§ 1751.58. Conditions applying to all group health insuring corporation contracts sold in connection with employment-related group health care plan
Status: in_force

March 22, 1999 House Bill 698 - 122nd General Assembly Except as otherwise provided in section 2721 of the "Health Insurance Portability and Accountability Act of 1996," Pub. L. No. 104-191, 110 Stat. 1955, 42 U.S.C.A. 300gg-21, as amended, the following conditions apply to all group health insuring corporation contracts that are sold in connection with an employment-related group health care plan and that are not subject to section 3924.03 of the Revised Code: (A)(1) Except as provided in section 2712(b) to (e) of the "Health Insurance Portability and Accountability Act of 1996," if a health insuring corporation offers coverage in the small or large group market in connection with a group contract, the corporation shall renew or continue in force such coverage at the option of the contract holder. (2) A health insuring corporation may cancel or decide not to renew the coverage of any eligible employee or of a dependent of an eligible employee under the group contract in accordance with division (B) of section 1751.18 of the Revised Code. (B) Such group contracts are subject to division (A)(3) of section 3924.03 and sections 3924.033 and 3924.27 of the Revised Code. (C) Such group contracts shall provide for the special enrollment periods described in section 2701(f) of the "Health Insurance Portability and Accountability Act of 1996." (D) At least once in every twelve-month period, a health insuring corporation shall provide to all late enrollees, as defined in section 3924.01 of the Revised Code, who are identified by the contract holder, the option to enroll in the group contract. The enrollment option shall be provided for a minimum period of thirty consecutive days. All delays of coverage imposed under the group contract, including any affiliation period, shall begin on the date the health insuring corporation receives notice of the late enrollee's application or request for coverage, and shall run concurrently with each other.
Ohio Rev. Code § 1716.09 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.09
§ 1716.09. Charitable sales promotions
Status: in_force

November 7, 1990 House Bill 486 - 118th General Assembly (A) Prior to the commencement of any charitable sales promotion in this state conducted by a commercial co-venturer on behalf of a charitable organization, the commercial co-venturer shall obtain the written consent of the charitable organization whose name will be used during the charitable sales promotion. (B) In conducting a charitable sales promotion, if the actual dollar amount or percentage per unit of goods or services purchased or used that will benefit the charitable organization or charitable purpose has been determined, the commercial co-venturer shall disclose that amount or percentage in each advertisement for the charitable sales promotion. If the actual dollar amount or percentage per unit of goods or services purchased or used that will benefit the charitable organization or charitable purpose cannot reasonably be determined prior to the beginning of the charitable sales promotion, the commercial co-venturer shall disclose an estimated amount or percentage in each advertisement for the charitable sales promotion. The estimate shall be reasonable and shall be based on all the relevant facts known to the commercial co-venturer and the charitable organization. (C) A commercial co-venturer shall keep a final accounting for each charitable sales promotion that it conducts for a period of three years following the completion of the charitable sales promotion. A commercial co-venturer shall provide a final accounting for each charitable sales promotion that it conducts to the charitable organization on whose behalf the charitable sales promotion was conducted not later than ten days after the charitable organization requests it. A commercial co-venturer shall provide to the attorney general a copy of the final accounting for each charitable sales promotion that it conducts not later than ten days after the attorney general requests it.
Ohio Rev. Code § 1729.56 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.56
§ 1729.56. Public notice of voluntary dissolution
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly Following the filing of the certificate of dissolution, the directors, members, or incorporators who filed the certificate, as the case may be, shall cause a notice of voluntary dissolution to be published once a week on the same day of each week for two successive weeks, in a newspaper published and of general circulation in the county in which the principal place of business of the association was to be or is located and shall cause written notice of dissolution to be given to all known creditors of, and to all known claimants against, the dissolved association.
Ohio Rev. Code § 1711.01 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.01
§ 1711.01. County agricultural societies
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly (A) A county agricultural society is created when both of the following occur: (1) Thirty or more persons who are residents of the same county adopt a constitution and bylaws governing the society. (2) The residents described in division (A) of this section elect a board of directors in accordance with section 1711.08 of the Revised Code. (B) A county agricultural society created under this section shall operate in accordance with this chapter and the rules adopted by the director of agriculture. (C) A county agricultural society shall consist solely of members who are residents of the county in which the society is organized. (D)(1) A member of a county agricultural society shall pay an annual membership fee in an amount fixed by each society or its board of directors. The member shall pay the fee to the society's secretary or treasurer as the society's bylaws direct. (2) A county agricultural society shall issue a printed certificate of membership to each member who pays the required fee. The society shall issue the certificates from a book in which duplicate stubs of the certificates are properly filled out. The society shall keep each stub for not less than five years after the date on which the corresponding certificate is issued. The society shall ensure that all certificates are numbered consecutively. (E) No person shall pay for or secure more than one membership. No person shall secure a membership for any other person. (F) A society shall keep a list of the members of the society in the office of the society secretary. The society shall make the list available for public inspection upon request. (G)(1) The county auditor of the county in which a county agricultural society has been created shall request the county treasurer to transfer sixteen hundred dollars to the society each year. The county treasurer shall transfer the money if all of the following have occurred: (a) The society has held an annual exhibition in accordance with sections 1711.04 and 1711.05 of the Revised Code. (b) The society has made a report to the director of agriculture in accordance with section 1711.06 of the Revised Code. (c) The director of agriculture presents a certificate to the county auditor indicating that the society has complied with the applicable laws of this state and the applicable rules adopted by the director. (2) The county auditor shall not transfer an amount under division (C)(1) of this section that exceeds the amount paid in regular class premiums by the county agricultural society under section 1711.04 of the Revised Code.
Ohio Rev. Code § 1707.391 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.391
§ 1707.391. Late applications
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly When any securities have been sold in reliance upon division (Q), (W), (X), or (Y) of section 1707.03 of the Revised Code, section 1707.08 of the Revised Code, or any other section of this chapter that the division of securities may specify by rule, but such reliance was improper because the required filings were not timely or properly made due to excusable neglect, upon the effective date of an application made to the division and payment of any applicable fee, if required and not already paid, and upon payment of a penalty fee equal to the greater of the fee or one hundred dollars, the sale of the securities shall be deemed exempt, qualified, or registered, as though timely and properly filed. The application shall become effective upon the expiration of fourteen days after the date of the filing in question if prior thereto the division did not give notice to the applicant that the application was denied based on a finding of lack of excusable neglect. The division shall promptly adopt and promulgate rules establishing provisions defining excusable neglect and otherwise establishing reasonable standards for determining excusable neglect. The effectiveness of an application under this section does not relieve anyone who has, other than for excusable neglect, violated sections 1707.01 to 1707.50 of the Revised Code, or any previous law in force at the time of sale, from prosecution thereunder.
Ohio Rev. Code § 1713.31 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.31
§ 1713.31. Attorney general may enforce duties of officers
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly On application in writing to the attorney general by five citizens of the proper county, verified by the oath or affirmation of one of them, setting forth specific charges against any of the fiscal or other agents or trustees of a corporation referred to in section 1713.28 of the Revised Code involving a breach of trust or duty, the attorney general shall give notice thereof to the trustees or agents complained of, and inquire into the truth of such charges. For this purpose he may receive affidavits or enforce, by process from the court of common pleas of Franklin county, the production of papers and the attendance of witnesses before him. If, on testimony or other evidence, he believes any of the charges to be true, he shall proceed by action in that court, in the name of the state, against the delinquent trustees, or fiscal agents, and, on the hearing the court may direct the performance of any duty or the removal of any agents or trustees, and decree such other and further relief as is equitable.
Ohio Rev. Code § 1713.41 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.41
§ 1713.41. Prohibition against refusal to deliver corpse
Status: in_force

April 6, 2023 House Bill 281 - 134th General Assembly No superintendent of a city hospital, city infirmary, county home, workhouse, hospital for persons with mental illnesses, or other charitable institution founded and supported in whole or in part at public expense, coroner, infirmary director, sheriff, or township trustee, shall fail to deliver a body of a deceased person when applied for, in conformity to law, or charge, receive, or accept money or other valuable consideration for the delivery. This section does not require the delivery of the body until twenty-four hours after death. Last updated March 10, 2023 at 11:07 AM
Ohio Rev. Code § 1715.22 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.22
§ 1715.22. Consolidation in anticipation of incorporation
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly If, before the creation of a corporation under section 1715.18 of the Revised Code for the purposes provided in such section, any parish or religious society described in section 1715.21 of the Revised Code has been acting, by authority of its diocesan convention or other representative body, as a part of or in connection with any unincorporated subordinate agency or body chosen, designated, or provided, in whole or in part, by such representative body, for any of the same or similar purposes, then an agreement for consolidation, such as is provided in section 1715.21 of the Revised Code, may be made, in anticipation of the creation of such corporation under section 1715.18 of the Revised Code, between the parties who have been so acting together; but an agreement so made is not valid until submitted and ratified, on both sides, as provided in section 1715.21 of the Revised Code. The statement pursuant to the creation of a corporation under section 1715.18 of the Revised Code, and provided for in such section, shall include the terms of said agreement, and on being signed, certified, attested, acknowledged, filed, and recorded as provided in section 1715.18 of the Revised Code, shall have all the effect of sections 1715.08 , 1715.18 , and 1715.21 of the Revised Code. A copy of such record, certified by the secretary of state, shall be evidence of such consolidation and of the existence of the new corporation.
Ohio Rev. Code § 1703.191 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.191
§ 1703.191. Service of process on secretary of state in action against unlicensed foreign corporation
Status: in_force

October 20, 1978 House Bill 297 - 112th General Assembly Any foreign corporation required to be licensed under sections 1703.01 to 1703.31 of the Revised Code, which transacts business in this state without being so licensed, shall be conclusively presumed to have designated the secretary of state as its agent for the service of process in any action against such corporation arising out of acts or omissions of such corporation within this state, including, without limitation, any action to recover the statutory forfeiture for failure to be so licensed. Pursuant to such service, suit may be brought in Franklin county, or in any county in which such corporation did any act or transacted any business. Such service shall be made upon the secretary of state by leaving with him, or with an assistant secretary of state, duplicate copies of such process, together with an affidavit of the plaintiff or one of the plaintiff's attorneys, showing the last known address of such corporation, and a fee of five dollars which shall be included as taxable costs in case of judicial proceedings. Upon receipt of such process, affidavit, and fee the secretary of state shall forthwith give notice to the corporation at the address specified in the affidavit and forward to such address by certified mail, with a request for return receipt, a copy of such process. The secretary of state shall retain a copy of such process in his files, keep a record of any such process served upon him, and record therein the time of such service and his action thereafter with respect thereto. This section does not affect any right to serve process upon a foreign corporation in any other manner permitted by law.
Ohio Rev. Code § 1776.61 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.61
§ 1776.61. Events causing dissolution and winding up of partnership business
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly A partnership is dissolved, and the partnership's business shall be wound up, only upon the occurrence of any of the following events: (A) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under divisions (B) to (J) of section 1776.51 of the Revised Code, of that partner's express will to withdraw immediately as a partner, or at a later date as specified by the partner; (B) In a partnership for a definite term or particular undertaking, any of the following applies: (1) Within ninety days after a partner's dissociation by death or otherwise under divisions (F) to (J) of section 1776.51 of the Revised Code or wrongful dissociation under division (B) of section 1776.52 of the Revised Code, it is the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to division (B)(2)(a) of section 1776.52 of the Revised Code constitutes that partner's expression of a will to wind up the partnership business. (2) It is the express will of all of the partners to wind up the partnership business. (3) The term has expired or the undertaking is complete. (C) An event agreed to in the partnership agreement resulting in the winding up of the partnership business; (D) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section; (E) On application by a partner, a determination by a tribunal that any of the following is true: (1) The economic purpose of the partnership is likely to be unreasonably frustrated. (2) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner. (3) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement. (F) On application by a transferee of a partner's economic interest, a tribunal determines that it is equitable to wind up the partnership business at either of the following times: (1) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; (2) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
Ohio Rev. Code § 1775.66 — Ohio Revised Code / Title 17 / Chapter 1775 / § 1775.66
§ 1775.66. Application of chapter
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) This chapter does not govern any partnership on and after the first day of January, 2010. (B) This chapter does not govern any partnership that is formed on or after the first day of January, 2009. Chapter 1776. of the Revised Code governs any partnership formed on or after that date. (C) This chapter does not govern any partnership that elects to be governed by Chapter 1776. of the Revised Code pursuant to procedures in division (C) of section 1776.95 of the Revised Code, on and after the date the partnership elects to be governed by that chapter. Disclaimer Contact About
Ohio Rev. Code § 1753.30 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.30
§ 1753.30. Other insurance provisions
Status: in_force

October 1, 1998 House Bill 361 - 122nd General Assembly Nothing in this chapter shall prevent or otherwise affect the application to any health care plan of those provisions of Title XVII or XXXIX of the Revised Code that would otherwise apply.
Ohio Rev. Code § 1715.51 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.51
§ 1715.51. Uniform management of institutional funds definitions
Status: in_force

June 1, 2009 House Bill 522 - 127th General Assembly As used in sections 1715.51 to 1715.59 of the Revised Code: (A) "Charitable purpose" means any purpose the achievement of which is beneficial to the community, including the relief of poverty, the advancement of education or religion, the promotion of health, and the promotion of a governmental purpose. (B) "Institution" means any of the following: (1) A person, other than an individual, organized and operated exclusively for charitable purposes; (2) A governmental organization to the extent that it holds funds exclusively for a charitable purpose; (3) A trust that had both charitable and noncharitable interests and the noncharitable interests have terminated. (C) "Institutional fund" means a fund that is held by an institution exclusively for charitable purposes. "Institutional fund" does not include any of the following: (1) Program related assets; (2) A fund held for an institution by a trustee that is not an institution; (3) A fund in which a beneficiary that is not an institution has an interest other than an interest that may arise upon a violation of or the failure of the purposes of the fund. (D) "Endowment fund" means an institutional fund or any part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. "Endowment fund" does not include assets that an institution designates as an endowment fund for its own use. (E) "Gift instrument" means a record or records, including an institutional solicitation, under which property is granted to, transferred to, or held by an institution as an institutional fund. (F) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, governmental organization, or any other legal or commercial entity. (G) " Program related asset" means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment. (H) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. Last updated August 16, 2024 at 2:30 PM
Ohio Rev. Code § 1776.88 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.88
§ 1776.88. What constitutes transacting business
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) Activities of a foreign limited liability partnership that do not constitute transacting business for the purpose of section 1776.86 of the Revised Code include all of the following: (1) Maintaining, defending, or settling an action or proceeding; (2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, with or without a mortgage or other security interest in property; (8) Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions; (10) Transacting business in interstate commerce. (B) For purposes of section 1776.86 of the Revised Code, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under division (A) of this section, constitutes transacting business in this state. (C) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state.
Ohio Rev. Code § 1751.01 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.01
§ 1751.01. Health insuring corporation law definitions
Status: in_force

April 11, 2021 Senate Bill 276 - 133rd General Assembly As used in this chapter: (A)(1) "Basic health care services" means the following services when medically necessary: (a) Physician's services, except when such services are supplemental under division (B) of this section; (b) Inpatient hospital services; (c) Outpatient medical services; (d) Emergency health services; (e) Urgent care services; (f) Diagnostic laboratory services and diagnostic and therapeutic radiologic services; (g) Diagnostic and treatment services, other than prescription drug services, for biologically based mental illnesses; (h) Preventive health care services, including, but not limited to, voluntary family planning services, infertility services, periodic physical examinations, prenatal obstetrical care, and well-child care; (i) Routine patient care for patients enrolled in an eligible cancer clinical trial pursuant to section 3923.80 of the Revised Code. "Basic health care services" does not include experimental procedures. Except as provided by divisions (A)(2) and (3) of this section in connection with the offering of coverage for diagnostic and treatment services for biologically based mental illnesses, a health insuring corporation shall not offer coverage for a health care service, defined as a basic health care service by this division, unless it offers coverage for all listed basic health care services. However, this requirement does not apply to the coverage of beneficiaries enrolled in medicare pursuant to a medicare contract, or to the coverage of beneficiaries enrolled in the federal employee health benefits program pursuant to 5 U.S.C.A. 8905, or to the coverage of medicaid recipients, or to the coverage of beneficiaries under any federal health care program regulated by a federal regulatory body, or to the coverage of beneficiaries under any contract covering officers or employees of the state that has been entered into by the department of administrative services. (2) A health insuring corporation may offer coverage for diagnostic and treatment services for biologically based mental illnesses without offering coverage for all other basic health care services. A health insuring corporation may offer coverage for diagnostic and treatment services for biologically based mental illnesses alone or in combination with one or more supplemental health care services. However, a health insuring corporation that offers coverage for any other basic health care service shall offer coverage for diagnostic and treatment services for biologically based mental illnesses in combination with the offer of coverage for all other listed basic health care services. (3) A health insuring corporation that offers coverage for basic health care services is not required to offer coverage for diagnostic and treatment services for biologically based mental illnesses in combination with the offer of coverage for all other listed basic health care services if all of the following apply: (a) The health insuring corporation submits documentation certified by an independent member of the American academy of actuaries to the superintendent of insurance showing that incurred claims for diagnostic and treatment services for biologically based mental illnesses for a period of at least six months independently caused the health insuring corporation's costs for claims and administrative expenses for the coverage of basic health care services to increase by more than one per cent per year. (b) The health insuring corporation submits a signed letter from an independent member of the American academy of actuaries to the superintendent of insurance opining that the increase in costs described in division (A)(3)(a) of this section could reasonably justify an increase of more than one per cent in the annual premiums or rates charged by the health insuring corporation for the coverage of basic health care services. (c) The superintendent of insurance makes the following determinations from the documentation and opinion submitted pursuant to divisions (A)(3)(a) and (b) of this section: (i) Incurred claims for diagnostic and treatment services for biologically based mental illnesses for a period of at least six months independently caused the health insuring corporation's costs for claims and administrative expenses for the coverage of basic health care services to increase by more than one per cent per year. (ii) The increase in costs reasonably justifies an increase of more than one per cent in the annual premiums or rates charged by the health insuring corporation for the coverage of basic health care services. Any determination made by the superintendent under this division is subject to Chapter 119. of the Revised Code. (B)(1) "Supplemental health care services" means any health care services other than basic health care services that a health insuring corporation may offer, alone or in combination with either basic health care services or other supplemental health care services, and includes: (a) Services of facilities for intermediate or long-term care, or both; (b) Dental care services; (c) Vision care and optometric services including lenses and frames; (d) Podiatric care or foot care services; (e) Mental health services, excluding diagnostic and treatment services for biologically based mental illnesses; (f) Short-term outpatient evaluative and crisis-intervention mental health services; (g) Medical or psychological treatment and referral services for alcohol and drug abuse or addiction; (h) Home health services; (i) Prescription drug services; (j) Nursing services; (k) Services of a dietitian licensed under Chapter 4759. of the Revised Code; (l) Physical therapy services; (m) Chiropractic services; (n) Any other category of services approved by the superintendent of insurance. (2) If a health insuring corporation offers prescription drug services under this division, the coverage shall include prescription drug services for the treatment of biologically based mental illnesses on the same terms and conditions as other physical diseases and disorders. (C) "Specialty health care services" means one of the supplemental health care services listed in division (B) of this section, when provided by a health insuring corporation on an outpatient-only basis and not in combination with other supplemental health care services. (D) "Biologically based mental illnesses" means schizophrenia, schizoaffective disorder, major depressive disorder, bipolar disorder, paranoia and other psychotic disorders, obsessive-compulsive disorder, and panic disorder, as these terms are defined in the most recent edition of the diagnostic and statistical manual of mental disorders published by the American psychiatric association. (E) "Closed panel plan" means a health care plan that requires enrollees to use participating providers. (F) "Compensation" means remuneration for the provision of health care services, determined on other than a fee-for-service or discounted-fee-for-service basis. (G) "Contractual periodic prepayment" means the formula for determining the premium rate for all subscribers of a health insuring corporation. (H) "Corporation" means a corporation formed under Chapter 1701. or 1702. of the Revised Code or the similar laws of another state. (I) "Emergency health services" means those health care services that must be available on a seven-days-per-week, twenty-four-hours-per-day basis in order to prevent jeopardy to an enrollee's health status that would occur if such services were not received as soon as possible, and includes, where appropriate, provisions for transportation and indemnity payments or service agreements for out-of-area coverage. (J) "Enrollee" means any natural person who is entitled to receive health care benefits provided by a health insuring corporation. (K) "Evidence of coverage" means any certificate, agreement, policy, or contract issued to a subscriber that sets out the coverage and other rights to which such person is entitled under a health care plan. (L) "Health care facility" means any facility, except a health care practitioner's office, that provides preventive, diagnostic, therapeutic, acute convalescent, rehabilitation, mental health, intellectual disability, intermediate care, or skilled nursing services. (M) "Health care services" means basic, supplemental, and specialty health care services. (N) "Health delivery network" means any group of providers or health care facilities, or both, or any representative thereof, that have entered into an agreement to offer health care services in a panel rather than on an individual basis. (O) "Health insuring corporation" means a corporation, as defined in division (H) of this section, that, pursuant to a policy, contract, certificate, or agreement, pays for, reimburses, or provides, delivers, arranges for, or otherwise makes available, basic health care services, supplemental health care services, or specialty health care services, or a combination of basic health care services and either supplemental health care services or specialty health care services, through either an open panel plan or a closed panel plan. "Health insuring corporation" does not include a limited liability company formed pursuant to Chapter 1705. or 1706. of the Revised Code, an insurer licensed under Title XXXIX of the Revised Code if that insurer offers only open panel plans under which all providers and health care facilities participating receive their compensation directly from the insurer, a corporation formed by or on behalf of a political subdivision or a department, office, or institution of the state, or a public entity formed by or on behalf of a board of county commissioners, a county board of developmental disabilities, an alcohol and drug addiction services board, a board of alcohol, drug addiction, and mental health services, or a community mental health board, as those terms are used in Chapters 340. and 5126. of the Revised Code. Except as provided by division (D) of section 1751.02 of the Revised Code, or as otherwise provided by law, no board, commission, agency, or other entity under the control of a political subdivision may accept insurance risk in providing for health care services. However, nothing in this division shall be construed as prohibiting such entities from purchasing the services of a health insuring corporation or a third-party administrator licensed under Chapter 3959. of the Revised Code. (P) "Intermediary organization" means a health delivery network or other entity that contracts with licensed health insuring corporations or self-insured employers, or both, to provide health care services, and that enters into contractual arrangements with other entities for the provision of health care services for the purpose of fulfilling the terms of its contracts with the health insuring corporations and self-insured employers. (Q) "Intermediate care" means residential care above the level of room and board for patients who require personal assistance and health-related services, but who do not require skilled nursing care. (R) "Medical record" means the personal information that relates to an individual's physical or mental condition, medical history, or medical treatment. (S)(1) "Open panel plan" means a health care plan that provides incentives for enrollees to use participating providers and that also allows enrollees to use providers that are not participating providers. (2) No health insuring corporation may offer an open panel plan, unless the health insuring corporation is also licensed as an insurer under Title XXXIX of the Revised Code, the health insuring corporation, on June 4, 1997, holds a certificate of authority or license to operate under Chapter 1736. or 1740. of the Revised Code, or an insurer licensed under Title XXXIX of the Revised Code is responsible for the out-of-network risk as evidenced by both an evidence of coverage filing under section 1751.11 of the Revised Code and a policy and certificate filing under section 3923.02 of the Revised Code. (T) "Osteopathic hospital" means a hospital registered under section 3701.07 of the Revised Code that advocates osteopathic principles and the practice and perpetuation of osteopathic medicine by doing any of the following: (1) Maintaining a department or service of osteopathic medicine or a committee on the utilization of osteopathic principles and methods, under the supervision of an osteopathic physician; (2) Maintaining an active medical staff, the majority of which is comprised of osteopathic physicians; (3) Maintaining a medical staff executive committee that has osteopathic physicians as a majority of its members. (U) "Panel" means a group of providers or health care facilities that have joined together to deliver health care services through a contractual arrangement with a health insuring corporation, employer group, or other payor. (V) "Person" has the same meaning as in section 1.59 of the Revised Code, and, unless the context otherwise requires, includes any insurance company holding a certificate of authority under Title XXXIX of the Revised Code, any subsidiary and affiliate of an insurance company, and any government agency. (W) "Premium rate" means any set fee regularly paid by a subscriber to a health insuring corporation. A "premium rate" does not include a one-time membership fee, an annual administrative fee, or a nominal access fee, paid to a managed health care system under which the recipient of health care services remains solely responsible for any charges accessed for those services by the provider or health care facility. (X) "Primary care provider" means a provider that is designated by a health insuring corporation to supervise, coordinate, or provide initial care or continuing care to an enrollee, and that may be required by the health insuring corporation to initiate a referral for specialty care and to maintain supervision of the health care services rendered to the enrollee. (Y) "Provider" means any natural person or partnership of natural persons who are licensed, certified, accredited, or otherwise authorized in this state to furnish health care services, or any professional association organized under Chapter 1785. of the Revised Code, provided that nothing in this chapter or other provisions of law shall be construed to preclude a health insuring corporation, health care practitioner, or organized health care group associated with a health insuring corporation from employing certified nurse practitioners, certified nurse anesthetists, clinical nurse specialists, certified nurse-midwives, pharmacists, dietitians, physician assistants, dental assistants, dental hygienists, optometric technicians, or other allied health personnel who are licensed, certified, accredited, or otherwise authorized in this state to furnish health care services. (Z) "Provider sponsored organization" means a corporation, as defined in division (H) of this section, that is at least eighty per cent owned or controlled by one or more hospitals, as defined in section 3727.01 of the Revised Code, or one or more physicians licensed to practice medicine or surgery or osteopathic medicine and surgery under Chapter 4731. of the Revised Code, or any combination of such physicians and hospitals. Such control is presumed to exist if at least eighty per cent of the voting rights or governance rights of a provider sponsored organization are directly or indirectly owned, controlled, or otherwise held by any combination of the physicians and hospitals described in this division. (AA) "Solicitation document" means the written materials provided to prospective subscribers or enrollees, or both, and used for advertising and marketing to induce enrollment in the health care plans of a health insuring corporation. (BB) "Subscriber" means a person who is responsible for making payments to a health insuring corporation for participation in a health care plan, or an enrollee whose employment or other status is the basis of eligibility for enrollment in a health insuring corporation. (CC) "Urgent care services" means those health care services that are appropriately provided for an unforeseen condition of a kind that usually requires medical attention without delay but that does not pose a threat to the life, limb, or permanent health of the injured or ill person, and may include such health care services provided out of the health insuring corporation's approved service area pursuant to indemnity payments or service agreements. Last updated September 10, 2021 at 9:31 AM
Ohio Rev. Code § 1776.06 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.06
§ 1776.06. Governing law
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) Except as otherwise provided in this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (B) The law of this state governs relations among the partners and between the partners and the partnership, and the liability of partners for an obligation, of a limited liability partnership. (C) The law of this state governs relations among the partners and between the partners and the partnership of any partnership other than a limited liability partnership if the partnership agreement, by its terms, provides that the laws of this state govern the partnership agreement. (D) The laws of a specified jurisdiction other than this state govern the relations among the partners and between the partners and the partnership of any partnership other than a limited liability partnership, if the partnership agreement, by its terms, provides that the laws of that jurisdiction govern the partnership agreement and that jurisdiction allows that election. (E) A partnership governed by this chapter is subject to any amendment to or repeal of any or all of the sections in this chapter.
Ohio Rev. Code § 1753.28 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.28
§ 1753.28. Emergency services coverage
Status: in_force

October 1, 1998 House Bill 361 - 122nd General Assembly (A) As used in this section: (1) "Emergency medical condition" means a medical condition that manifests itself by such acute symptoms of sufficient severity, including severe pain, that a prudent layperson with an average knowledge of health and medicine could reasonably expect the absence of immediate medical attention to result in any of the following: (a) Placing the health of the individual or, with respect to a pregnant woman, the health of the woman or her unborn child, in serious jeopardy; (b) Serious impairment to bodily functions; (c) Serious dysfunction of any bodily organ or part. (2) "Emergency services" means the following: (a) A medical screening examination, as required by federal law, that is within the capability of the emergency department of a hospital, including ancillary services routinely available to the emergency department, to evaluate an emergency medical condition; (b) Such further medical examination and treatment that are required by federal law to stabilize an emergency medical condition and are within the capabilities of the staff and facilities available at the hospital, including any trauma and burn center of the hospital. (3)(a) "Stabilize" means the provision of such medical treatment as may be necessary to assure, within reasonable medical probability, that no material deterioration of an individual's medical condition is likely to result from or occur during a transfer, if the medical condition could result in any of the following: (i) Placing the health of the individual or, with respect to a pregnant woman, the health of the woman or her unborn child, in serious jeopardy; (ii) Serious impairment to bodily functions; (iii) Serious dysfunction of any bodily organ or part. (b) In the case of a woman having contractions, "stabilize" means such medical treatment as may be necessary to deliver, including the placenta. (4) "Transfer" has the same meaning as in section 1867 of the "Social Security Act," 49 Stat. 620 (1935), 42 U.S.C.A. 1395dd, as amended. (B) A health insuring corporation policy, contract, or agreement providing coverage of basic health care services shall cover emergency services for enrollees with emergency medical conditions without regard to the day or time the emergency services are rendered or to whether the enrollee, the hospital's emergency department where the services are rendered, or an emergency physician treating the enrollee, obtained prior authorization for the emergency services. (C) A health insuring corporation policy, contract, or agreement providing coverage of basic health care services shall cover both of the following: (1) Emergency services provided to an enrollee at a participating hospital's emergency department if the enrollee presents self with an emergency medical condition; (2) Emergency services provided to an enrollee at a nonparticipating hospital's emergency department if the enrollee presents self with an emergency medical condition and one of the following circumstances applies: (a) Due to circumstances beyond the enrollee's control, the enrollee was unable to utilize a participating hospital's emergency department without serious threat to life or health. (b) A prudent layperson with an average knowledge of health and medicine would have reasonably believed that, under the circumstances, the time required to travel to a participating hospital's emergency department could result in one or more of the adverse health consequences described in division (A)(1) of this section. (c) A person authorized by the health insuring corporation refers the enrollee to an emergency department and does not specify a participating hospital's emergency department. (d) An ambulance takes the enrollee to a nonparticipating hospital other than at the direction of the enrollee. (e) The enrollee is unconscious. (f) A natural disaster precluded the use of a participating emergency department. (g) The status of a hospital changed from participating to nonparticipating with respect to emergency services during a contract year and no good faith effort was made by the health insuring corporation to inform enrollees of this change. (D) A health insuring corporation that provides coverage for emergency services shall inform enrollees of all of the following: (1) The scope of coverage for emergency services; (2) The appropriate use of emergency services, including the use of the 9-1-1 system and any other telephone access systems utilized to access prehospital emergency services; (3) Any cost sharing provisions for emergency services; (4) The procedures for obtaining emergency services and other medical services, so that enrollees are familiar with the location of the emergency departments of participating hospitals and with the location and availability of other participating facilities or settings at which they could receive medical services.
Ohio Rev. Code § 1702.22 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.22
§ 1702.22. Quorum of voting members
Status: in_force

March 29, 2007 House Bill 699 - 126th General Assembly Unless the articles or the regulations otherwise provide: (A)(1) The voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy at any meeting of voting members shall constitute a quorum for the meeting. (2) The affirmative vote of a majority of the voting members present at a meeting at which a quorum is present as provided in division (A)(1) of this section shall be necessary for the authorization or taking of any action voted upon by the members, except that no action required by law, the articles, or the regulations to be authorized or taken by a specified proportion or number of the voting members or of any class of voting members may be authorized or taken by a lesser proportion or number. (B) A majority of the voting members present at a meeting, whether or not a quorum is present, may adjourn the meeting from time to time.
Ohio Rev. Code § 1701.16 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.16
§ 1701.16. Options to purchase shares
Status: in_force

February 20, 2002 Senate Bill 110 - 124th General Assembly (A) Unless the articles otherwise provide, a corporation by its directors may grant options to subscribe for or to purchase shares of any authorized class at the times and on the terms that are set forth in the securities, or in the contracts, warrants or instruments that evidence the options, which contracts, warrants, or instruments may be transferable or nontransferable and may be separable or inseparable from securities, upon the following conditions: (1) If the shares are subject to preemptive rights and if the options are not granted to shareholders in satisfaction of their preemptive rights, the granting of the options must be authorized by the vote or consent of the shareholders or holders of shares of particular classes that then would be required to waive or release such preemptive rights. The vote or consent shall release the preemptive rights to the shares required to satisfy the options if and when exercised. (2) If, at the time of granting the options, the corporation does not have authorized and unissued shares sufficient to satisfy the options if and when exercised, the granting of the options must be authorized by the vote of the shareholders or holders of shares of particular classes that then would be required to adopt an amendment to the articles for the purpose of increasing the authorized number of such shares, and the shares required to be issued upon the exercise of the options shall be provided by an amendment concurrently or thereafter adopted by the shareholders or the directors. (B)(1) The securities, contracts, warrants, or instruments that evidence the options may contain any terms not repugnant to law for the protection of the holders of the options, including, but not limited to, the following: (a) Restrictions upon the authorization or issuance of additional shares; (b) Provisions for the adjustment of the option price; (c) Provisions concerning rights in the event of reorganization, merger, consolidation, or sale of the entire assets of the corporation; (d) Provisions for the reservation of authorized but unissued shares to satisfy the options; (e) Restrictions upon the declaration or payment of dividends or distributions; (f) Conditions on the exercise or redemption of the options, including, subject to the limitation specified in division (B)(2) of this section, conditions that preclude the holder or holders of at least a specified number or percentage of the outstanding common shares of a corporation from exercising or redeeming the options. (2) The express or implied authority conferred by division (B)(1) of this section or any other section of this chapter for securities, contracts, warrants, or instruments that evidence options to contain a condition on the exercise or redemption of options that precludes the holder or holders of at least a specified number or percentage of the outstanding common shares of a corporation from exercising or redeeming options shall apply only to the following: (a) A corporation that has issued and outstanding shares listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national or affiliated securities association; (b) A corporation that has adopted a close corporation agreement pursuant to which options are granted, if the securities, contracts, warrants, or instruments that evidence the options contain a condition that precludes the holder or holders of at least a specified number or percentage of the outstanding common shares of that corporation from exercising or redeeming the options. (C) As used in this section, "securities" includes obligations and shares of the corporation.
Ohio Rev. Code § 1706.061 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.061
§ 1706.061. Authority of state law over limited liability companies
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly The law of this state governs all of the following: (A) The organization and internal affairs of a limited liability company; (B) The liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company; (C) The authority of the members and agents of a limited liability company; (D) The availability of the assets of a limited liability company or series thereof for the obligations of the limited liability company or another series thereof.
Ohio Rev. Code § 1713.14 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.14
§ 1713.14. Term of office of trustees - vacancies
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The regular term of office of the trustees referred to in section 1713.13 of the Revised Code shall be five years, but upon the original formation of classes of trustees one or more trustees may be elected for one, two, three, and four-year terms until the regular order can be established. The term of office of an equal number of trustees in each class, as near as is possible, shall expire each year. Vacancies which occur in any class of trustees in any manner except by expiration of time shall be filled only for the remainder of the term, but the term of office of a trustee shall not expire during any meeting of the board of trustees which does not continue for more than two weeks.
Ohio Rev. Code § 1711.09 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.09
§ 1711.09. Forbidden activities
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly (A) Except as otherwise provided in this section, county agricultural societies, independent agricultural societies, and the Ohio expositions commission shall not permit during any fair, or for one week before or three days after any fair, any dealing in spirituous liquors, or at any time allow or tolerate immoral shows, lottery devices, games of chance, or gambling of any kind, including pool selling and paddle wheels, anywhere on the fairground. (B) A county or independent agricultural society or the Ohio expositions commission shall not permit a person at any time to operate any side show, amusement, game, or device, or offer for sale any novelty by auction or solicitation, on the fairground who has not first obtained from the director of agriculture a license under section 1711.11 of the Revised Code. (C) This section does not prohibit the sale of lottery tickets by the state lottery commission pursuant to Chapter 3770. of the Revised Code at the state fairground during the state fair. In addition, a county or independent agricultural society may permit, at any time except during a fair or for one week before or three days after a fair, a charitable organization to conduct in accordance with Chapter 2915. of the Revised Code games of chance or bingo on the fairground of any county. A charitable organization may lease all or part of the fairground from the agricultural society for that purpose. (D) Any sales of intoxicating liquor transacted on the fairground is subject to Chapters 4301., 4303., and 4399. of the Revised Code.
Ohio Rev. Code § 1753.34 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.34
§ 1753.34. Regulatory action level event
Status: in_force

March 15, 2001 House Bill 714 - 123rd General Assembly (A) For purposes of sections 1753.31 to 1753.43 of the Revised Code, a "regulatory action level event" is any of the following events: (1) The filing of an RBC report by a health insuring corporation that indicates that the health insuring corporation's total adjusted capital is greater than or equal to its authorized control level RBC but less than its regulatory action level RBC; (2) The notification by the superintendent of insurance to a health insuring corporation of an adjustment to the health insuring corporation's RBC report, which adjusted RBC report shows the health insuring corporation's total adjusted capital within the range described in division (A)(1) of this section, provided that the health insuring corporation does not challenge the adjusted RBC report under section 1753.37 of the Revised Code; (3) The notification by the superintendent to a health insuring corporation, following the hearing required under section 1753.37 of the Revised Code, that the superintendent has rejected the health insuring corporation's challenge to an adjusted RBC report showing the health insuring corporation's total adjusted capital within the range described in division (A)(1) of this section; (4) The failure of a health insuring corporation to file an RBC report by the first day of March of every year, unless the health insuring corporation has provided an explanation for such failure that is satisfactory to the superintendent and has cured the failure within ten days after the filing date; (5) The failure of a health insuring corporation to submit an RBC plan to the superintendent within the time period set forth in division (C) of section 1753.33 of the Revised Code; (6) The notification by the superintendent to a health insuring corporation of both of the following: (a) The RBC plan or revised RBC plan submitted by the health insuring corporation is unsatisfactory in the judgment of the superintendent; (b) The notification by the superintendent constitutes a regulatory action level event with respect to the health insuring corporation, provided that the health insuring corporation does not challenge the determination under section 1753.37 of the Revised Code. (7) The notification by the superintendent to a health insuring corporation, following the hearing required under section 1753.37 of the Revised Code, that the superintendent has rejected the health insuring corporation's challenge to the superintendent's determination under division (A)(6) of this section; (8) The notification by the superintendent to a health insuring corporation that the superintendent has determined that the health insuring corporation has failed to adhere to its RBC plan or revised RBC plan, and this failure has had a substantial adverse effect on the ability of the health insuring corporation to eliminate the conditions leading to the company action level event in accordance with its RBC plan or revised RBC plan, provided that the health insuring corporation does not challenge this determination under section 1753.37 of the Revised Code; (9) The notification by the superintendent to a health insuring corporation, following the hearing required under section 1753.37 of the Revised Code, that the superintendent has rejected the health insuring corporation's challenge to the superintendent's determination under division (A)(8) of this section. (B) In the case of a regulatory action level event, the superintendent shall do all of the following: (1) Require the health insuring corporation to prepare and submit an RBC plan or, if applicable, a revised RBC plan; (2) Perform such examinations and analyses as the superintendent considers necessary of the assets, liabilities, and operations of the health insuring corporation, including a review of the health insuring corporation's RBC plan or revised RBC plan and the results of any sensitivity tests undertaken pursuant to the RBC instructions; (3) Issue a corrective order, based upon the examinations and analyses performed under division (B)(2) of this section. (C)(1) The RBC plan or revised RBC plan required by division (B)(1) of this section shall be submitted to the superintendent within forty-five days after the regulatory action level event, except by a health insuring corporation that files a challenge to an adjusted RBC report or revised RBC plan pursuant to section 1753.37 of the Revised Code. If the superintendent determines the challenge is frivolous, the time limit for the submission of the RBC plan or revised RBC plan shall not be altered by the filing of the challenge. (2) If a health insuring corporation files a nonfrivolous challenge to an adjusted RBC report or revised RBC plan, the RBC plan or revised RBC plan required by division (B)(1) of this section shall only be submitted to the superintendent if the superintendent rejects the challenge following the hearing required under section 1753.37 of the Revised Code. If the superintendent rejects the health insuring corporation's challenge, the RBC plan or revised RBC plan shall be submitted within forty-five days after the superintendent's notification to the health insuring corporation of the superintendent's rejection of the challenge. (D) The superintendent may retain actuaries, investment experts, and such other consultants, as may be necessary in the superintendent's judgment, to review a health insuring corporation's RBC plan or revised RBC plan, to examine or analyze the assets, liabilities, and operation of the health insuring corporation, and to formulate a corrective order for the health insuring corporation. The fees, costs, and expenses relating to these consultants shall be borne by the affected health insuring corporation.
Ohio Rev. Code § 1706.461 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.461
§ 1706.461. Appeals
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A)(1) A limited liability company or foreign limited liability company may appeal a cancellation under division (L) of section 1706.09 of the Revised Code within thirty days after the effective date of the cancellation. The appeal shall be made to one of the following: (a) The court of common pleas of the county in which the street address of the limited liability company or foreign limited liability company's principal office is located; (b) If the limited liability company or foreign limited liability company has no principal office in this state, to the court of common pleas of the county in which the street address of its statutory agent is located; (c) If the limited liability company or foreign limited liability company has no statutory agent, to the Franklin county court of common pleas. (2) The limited liability company or foreign limited liability company shall commence its appeal by petitioning the appropriate court to set aside the cancellation or to determine that the limited liability company or foreign limited liability company has cured the grounds for cancellation and attaching to the petition copies of those records of the secretary of state as may be relevant. (B) The appropriate court may take, or may summarily order the secretary of state to take, whatever action the court considers appropriate. (C) The appropriate court's order or decision may be appealed as in any other civil proceeding.
Ohio Rev. Code § 1733.25 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.25
§ 1733.25. Loans - interest
Status: in_force

September 1, 2008 House Bill 545 - 127th General Assembly (A) A credit union may make loans or other extensions of credit to members for provident and productive purposes as authorized by law, including rules adopted by the superintendent of credit unions; the articles; and the regulations; and subject to policies adopted by the credit committee and approved by the board of directors. (B) Upon the approval of the board of directors, a credit union may make loans or other extensions of credit to other credit unions, provided that loans or other extensions of credit made to other credit unions need not have the approval of the board of directors on a per case basis. The total of all such loans or other extensions of credit, including the aggregate of all money paid into any trust established by one or more credit unions for the purpose of making loans or other extensions of credit to other credit unions, shall not exceed twenty-five per cent of the shares and undivided earnings of the lending credit union, except that this percentage limitation does not apply to corporate credit unions. (C) The interest on any loan or other extension of credit made by a credit union shall not exceed one and one-half per cent per month on unpaid balances. Such interest may accrue and be chargeable upon a monthly basis, and may be computed upon the unpaid balance of the loan or other extension of credit as of the end of the previous calendar month. Such interest may be accrued and charged by any technique approved by the superintendent so long as the effective interest rate on any loan or other extension of credit does not exceed the amount permitted to be charged by the computation authorized in this division. (D) A credit union may accept security in such form and under rules as shall be set forth in the articles, the regulations, or established by the credit committee and approved by the board of directors. (E)(1) The credit union shall have a lien on the membership share, shares, deposits, and accumulated dividends and interest of a member in an individual, joint, trust, or payable on death account for any obligation owed to the credit union by that member or for any loan co-signed or guaranteed by the member or account holder; provided, however, that a credit union shall not have a lien upon the funds in an individual retirement account or an account established pursuant to the Internal Revenue Code of the United States. (2) A credit union may refuse to allow withdrawals from any share or deposit account by a member while the member has any outstanding obligation to the credit union. (F)(1) Subject to division (F)(2) of this section and any restrictions or requirements established by the superintendent, in connection with any loan or extension of credit, a credit union may enter into a debt suspension agreement or debt cancellation contract with the borrower or borrowers. (2) A credit union shall not offer or finance, directly or indirectly, a debt suspension agreement or debt cancellation contract requiring a lump sum, single payment for the agreement or contract payable at the outset of the agreement or contract, if the debt subject to the agreement or contract is secured by one to four family, residential real property. (3) For purposes of division (F) of this section, "debt cancellation contract" and "debt suspension agreement" have the same meanings as in 12 C.F.R. part 37.
Ohio Rev. Code § 1739.04 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.04
§ 1739.04. Application procedure
Status: in_force

April 9, 1993 House Bill 689 - 119th General Assembly (A) The superintendent of insurance shall examine the application made under section 1739.03 of the Revised Code to determine whether the multiple employer welfare arrangement will be able to comply with sections 1739.01 to 1739.22 of the Revised Code and any rules adopted pursuant to those sections. If the superintendent finds that the arrangement is capable of complying with such sections, he shall issue a certificate of authority authorizing the arrangement to operate in this state. (B) The superintendent shall approve or disapprove an application for a certificate of authority within ninety days after his receipt of the application and all of the supporting information he has requested. (C) The superintendent may refuse to issue or renew or may suspend or revoke the certificate of authority of any multiple employer welfare arrangement, if he finds that any of the following apply: (1) The arrangement or its third-party administrator has failed, or will be unable, to comply with the applicable provisions of sections 1739.01 to 1739.22 of the Revised Code. (2) The arrangement or its third-party administrator is, or will be, fraudulently operated, including misrepresentation by omission or otherwise. (3) The arrangement or its third-party administrator is in such condition as to render further operations of the arrangement hazardous to the public interest or to the interest of the members and their employees. (4) The arrangement is financially unable to meet its obligations and claims as they occur, or its third-party administrator is financially unable to meet its obligations. (5) The arrangement or its third-party administrator has failed to file any report required under section 1739.09 of the Revised Code. (D) If the superintendent refuses to issue or renew, or suspends or revokes a certificate of authority, he shall issue an order setting forth the reasons for refusal, suspension, or revocation and forward it to the multiple employer welfare arrangement. Any refusal, suspension, or revocation under this division does not affect the liability of the arrangement or its members for claims incurred prior to the date of the refusal, suspension, or revocation. (E) Subject to the superintendent's review, any certificate of authority issued by the superintendent under this section shall be renewed annually, effective on the first day of January, upon payment by the multiple employer welfare arrangement of an annual fee of one thousand dollars. All fees collected under this division shall be paid into the state treasury to the credit of the department of insurance operating fund created under section 3901.021 of the Revised Code.
Ohio Rev. Code § 1782.55 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.55
§ 1782.55. Action to restrain transaction of business
Status: in_force

April 1, 1985 House Bill 607 - 115th General Assembly The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of sections 1782.48 to 1758.54 of the Revised Code.
Ohio Rev. Code § 1707.18 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.18
§ 1707.18. Application for transfer of license
Status: in_force

October 16, 2009 House Bill 1 - 128th General Assembly (A)(1) If a partnership licensed as a dealer is terminated under the laws of the state where the partnership is organized, or by death, resignation, withdrawal, or addition of a general partner, the license of the partnership shall be automatically extended for a period of thirty days after the termination. The license of the partnership and the licenses of its salespersons may be transferred to the successor partnership within that period if the division of securities finds that the successor partnership is substantially similar to its predecessor partnership, and if an application for transfer of license has been filed. The fee for such a transfer shall be fifty dollars, plus fifteen dollars for every salesperson's license that is transferred. (2) If a partnership licensed as an investment adviser is terminated under the laws of the state where the partnership is organized, or by death, resignation, withdrawal, or addition of a general partner, the license of the partnership shall be automatically extended for a period of thirty days after the termination. The license of the partnership shall, and the licenses of its investment adviser representatives may, be transferred to the successor partnership within that period if the division finds that the successor partnership is substantially similar to its predecessor partnership, and if an application for transfer of license has been filed. The fee for such transfer shall be fifty dollars, plus fifteen dollars for every investment adviser representative's license that is transferred. (B)(1) If a licensed dealer changes its business form, reincorporates, or by merger or otherwise becomes a different person, as person is defined in section 1707.01 of the Revised Code, upon application the division may transfer the dealer's license and the licenses of its salespersons to the successor entity, if the division finds that the successor entity is substantially similar to the predecessor entity. The fee for such a transfer shall be fifty dollars plus fifteen dollars for every salesperson's license transferred. (2) If a licensed investment adviser changes its business form, reincorporates, or by merger or otherwise becomes a different person, as person is defined in section 1707.01 of the Revised Code, upon application, the division may transfer the investment adviser license and the licenses of its investment adviser representatives to the successor entity, if the division finds that the successor entity is substantially similar to the predecessor entity. The fee for the transfer shall be fifty dollars plus fifteen dollars for every investment adviser representative's license transferred.
Ohio Rev. Code § 1715.58 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.58
§ 1715.58. Enacting uniform management of institutional funds act
Status: in_force

June 1, 2009 House Bill 522 - 127th General Assembly In so far as is possible on and after June 1, 2009, sections 1715.51 to 1715.59 of the Revised Code shall be applied and construed to effectuate the general purpose to make uniform the law with respect to the subject of those sections among the states that enact the uniform prudent management of institutional funds act.
Ohio Rev. Code § 1725.04 — Ohio Revised Code / Title 17 / Chapter 1725 / § 1725.04
§ 1725.04. Appointment of inspectors
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Every inspector, gauger, weigher, or measurer appointed by an incorporated board of trade, chamber of commerce, merchants' exchange, or other kindred association shall be recognized as a legally appointed officer, for the duties pertaining to his position, in the city and county in which the association is located, and shall be subject to all the laws relating thereto. The certificate of such appointee as to his official acts shall be evidence binding upon the persons interested. Every inspector, gauger, weigher, or measurer so appointed may appoint one or more deputies to be approved by the board of directors or board of officers of the association, and may take from each of his deputies a bond, with sureties, conditioned for the faithful performance of the duties of such deputy; but in all cases the inspector, gauger, weigher, or measurer shall be responsible for his deputy's neglect of duty or misconduct in office.