Ohio Rev. Code § 1729.11 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.11
§ 1729.11. Reinstatement of association
Status: in_force

October 24, 2024 Senate Bill 98 - 135th General Assembly (A) An association whose articles of incorporation have been canceled or an association that has been dissolved in a manner other than for a voluntary dissolution as provided in section 1729.55 of the Revised Code, or a judicial dissolution as provided in section 1729.61 of the Revised Code, may be reinstated by filing, within two years of the cancellation or dissolution, on a form prescribed by the secretary of state for the administration of this chapter, an application for reinstatement and the required appointment of a statutory agent, and by paying a filing fee of ten dollars. (B) Upon reinstatement of an association's articles of incorporation, the rights, privileges, and franchises, including all real or personal property rights and credits and all contract and other rights, of the association existing at the time that its articles were canceled or the dissolution became effective shall continue in effect as if the articles had not been canceled or the dissolution had not occurred; and the association shall again be entitled to exercise the rights, privileges, and franchises authorized by its articles. Last updated August 28, 2024 at 4:32 PM
Ohio Rev. Code § 1701.71 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.71
§ 1701.71. Shareholders may adopt amendments
Status: in_force

July 10, 2014 Senate Bill 202 - 130th General Assembly (A)(1)(a) Except as otherwise provided in divisions (A)(1)(b), (c), and (d) of this section or division (A)(2) of this section, the shareholders, at a meeting held for that purpose, may adopt an amendment, including any amendment that could be adopted by the directors, by the affirmative vote 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 provide or permit, by the affirmative vote of a greater or lesser proportion, but not less than a majority, of such voting power, and by the affirmative vote of the holders of shares of any particular class that is required by the articles. (b) Any amendment that would change or eliminate the classification of directors of an issuing public corporation whose directors are classified pursuant to section 1701.57 of the Revised Code shall be adopted by the shareholders only at a meeting expressly held for that purpose, by the affirmative votes required under division (A)(1)(a) of this section, and also by the affirmative vote of the holders of at least a majority of disinterested shares voted on the proposal determined as specified in division (C)(9) of section 1704.01 of the Revised Code. (c) Any amendment that would provide that section 1701.831 of the Revised Code does not apply to control share acquisitions of shares of an issuing public corporation shall be adopted: (i) 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; and (ii) By the shareholders only at a meeting expressly held for the purpose, by the affirmative votes required under division (A)(1)(a) of this section. (d) If, at the time an amendment to eliminate cumulative voting rights permitted by division (B)(10) of section 1701.69 of the Revised Code is acted upon by the shareholders, a corporation does not have issued and outstanding shares that are listed on a national securities exchange or are regularly quoted in an over-the-counter market by one or more members of a national or affiliated securities association, that amendment shall not be adopted if the votes of a sufficient number of shares are cast against the amendment that, if cumulatively voted at an election of all the directors, or all the directors of a particular class, as the case may be, would at the time the amendment is acted upon by the shareholders be sufficient to elect at least one director. (2) Whenever under division (B) of this section the holders of shares of any particular class are entitled to vote as a class on the adoption of an amendment, the amendment, in order to be adopted, must receive the affirmative vote of the holders of at least two-thirds of the shares of that class or, if the articles provide or permit, a greater or lesser proportion, but not less than a majority, of the shares of that class. If the proposed amendment would authorize any particular corporate action that, under any applicable provision of law or under the existing articles, could be authorized only by or pursuant to a specified vote of shareholders, the amendment, in order to be adopted, must receive the affirmative vote so specified. (B) Regardless of limitations or restrictions in the articles on the voting rights of the shares of any class, the holders of shares of a particular class, and in the cases specified in divisions (B)(6), (7), and (8) of this section the holders of shares of every class, shall be entitled to vote as a class on the adoption of an amendment that does any of the following: (1) Increases or decreases the par value of the issued shares of the particular class, except in the case of an amendment to the articles adopted by the directors pursuant to division (B)(10) of section 1701.70 of the Revised Code; (2) Changes issued shares of the particular class, whether with or without par value, into a lesser number of shares of the same class or into the same or a different number of shares of any other class, with or without par value, previously or then authorized; (3) Changes the express terms, or adds express terms, of the shares of the particular class in any manner substantially prejudicial to the holders of the shares; (4) Changes the express terms of issued shares of any class senior to the particular class in any manner substantially prejudicial to the holders of shares of the particular class; (5) Authorizes shares of another class that are convertible into, or authorizes the conversion of shares of another class into, shares of the particular class, or authorizes the directors to fix or alter conversion rights of shares of another class that are convertible into shares of the particular class; provided, however, both of the following apply: (a) The failure to obtain the shareholders' approval only prevents the conversion of the shares until the shareholders' approval is obtained and does not otherwise affect the authorization or any other express terms of the shares; (b) The articles may provide that no vote of the holders of common shares, as a class, is required in connection with the authorization of shares of any class that are convertible into common shares. (6) Provides, in the case of an amendment described in division (B)(1) or (2) of this section, that the stated capital of the corporation shall be reduced or eliminated as a result of the amendment, or provides, in the case of an amendment described in division (B)(5) of this section, that the stated capital of the corporation shall be reduced or eliminated upon the exercise of such conversion rights, provided that any reduction or elimination is consistent with section 1701.30 of the Revised Code; (7) Changes substantially the purposes of the corporation, or provides that a subsequent amendment to the articles may be adopted that changes substantially the purposes of the corporation; (8) Changes a corporation into a nonprofit corporation. (C) An amendment that changes a corporation into a nonprofit corporation shall contain a statement of purposes proper in the case of a nonprofit corporation and a statement that, after the effective date of the amendment, the corporation shall be subject to the provisions of the Revised Code relating to nonprofit corporations. In the case of a corporation formed on or after June 9, 1927, the amendment also shall provide for the cancellation of all outstanding shares and the terms and considerations, if any, for the cancellation. In the case of a corporation formed prior to June 9, 1927, the amendment may provide for the cancellation of outstanding shares, but if it does not so provide, the amendment shall contain a provision forbidding the payment of dividends or distributions on any shares after the effective date of the amendment.
Ohio Rev. Code § 1751.45 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.45
§ 1751.45. Administrative penalties - violations
Status: in_force

October 16, 2009 House Bill 1 - 128th General Assembly (A) In lieu of the suspension or revocation of a certificate of authority under section 1751.35 of the Revised Code, the superintendent of insurance, pursuant to an adjudication hearing initiated and conducted in accordance with Chapter 119. of the Revised Code, or by consent of the health insuring corporation without an adjudication hearing, may levy an administrative penalty. The administrative penalty shall be in an amount determined by the superintendent, but the administrative penalty shall not exceed one hundred thousand dollars per violation. Additionally, the superintendent may require the health insuring corporation to correct any deficiency that may be the basis for the suspension or revocation of the health insuring corporation's certificate of authority. All penalties collected shall be paid into the state treasury to the credit of the department of insurance operating fund. (B) If the superintendent for any reason has cause to believe that any violation of this chapter has occurred or is threatened, the superintendent may give notice to the health insuring corporation and to the representatives or other persons who appear to be involved in the suspected violation to arrange a conference with the suspected violators or their authorized representatives for the purpose of attempting to ascertain the facts relating to the suspected violation, and, if it appears that any violation has occurred or is threatened, to arrive at an adequate and effective means of correcting or preventing the violation. Proceedings under this division shall not be covered by any formal procedural requirements, and may be conducted in the manner the superintendent may consider appropriate under the circumstances. (C)(1) The superintendent may issue an order directing a health insuring corporation or a representative of the health insuring corporation to cease and desist from engaging in any act or practice in violation of this chapter. Within thirty days after service of the order to cease and desist, the respondent may request a hearing on the question of whether acts or practices in violation of this chapter have occurred. Such hearings shall be conducted in accordance with Chapter 119. of the Revised Code and judicial review shall be available as provided by that chapter. (2) If the superintendent has reasonable cause to believe that an order issued pursuant to this division has been violated in whole or in part, the superintendent may request the attorney general to commence and prosecute any appropriate action or proceeding in the name of the state against the violators in the court of common pleas of Franklin county. The court in any such action or proceeding may levy civil penalties, not to exceed one hundred thousand dollars per violation, in addition to any other appropriate relief, including requiring a violator to pay the expenses reasonably incurred by the superintendent in enforcing the order. The penalties and fees collected under this division shall be paid into the state treasury to the credit of the department of insurance operating fund.
Ohio Rev. Code § 1776.37 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.37
§ 1776.37. Actions by and against partnership and partners
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) A partnership may sue and be sued in the name of the partnership. (B) An action may be brought against the partnership and, to the extent not inconsistent with section 1776.36 of the Revised Code, any or all of the partners in the same action or in separate actions. (C) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner. (D) A judgment creditor of a partner may not levy execution against the assets of a partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 1776.36 of the Revised Code and any of the following apply: (1) A judgment based on the same claim was obtained against the partnership and a writ of execution on the judgment was returned unsatisfied in whole or in part; (2) The partnership is a debtor in bankruptcy; (3) The partner agreed that the creditor need not exhaust partnership assets; (4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; (5) Liability is imposed on the partner by law or contract independent of the existence of the partnership. (E) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 1776.38 of the Revised Code.
Ohio Rev. Code § 1703.031 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.031
§ 1703.031. Notice of transaction of business
Status: in_force

June 30, 2011 House Bill 153 - 129th General Assembly (A) If the laws of the United States prohibit, preempt, or otherwise eliminate the licensing requirement of sections 1703.01 to 1703.31 of the Revised Code with respect to a corporation that is a bank, savings bank, or savings and loan association chartered under the laws of the United States, the main office of which is located in another state, the bank, savings bank, or savings and loan association shall notify the secretary of state that it is transacting business in this state by submitting a notice in such form as the secretary of state prescribes. The notice shall be verified by the oath of the president, vice-president, secretary, or treasurer of the bank, savings bank, or savings and loan association, and shall set forth all of the following: (1) The name of the corporation and any trade name under which it will do business in this state; (2) The location and complete address, including the county, of its main office in another state and its principal office, if any, in this state; (3) The appointment of a designated agent and the complete address of such agent in this state, which agent may be a natural person who is a resident of this state, or may be a domestic corporation for profit or a foreign corporation for profit holding a license as such under the laws of this state, provided that the domestic or foreign corporation has a business address in this state and is authorized by its articles of incorporation to act as such agent; (4) The irrevocable consent of the corporation to service of process on such agent so long as the authority of the agent continues and to service of process upon the secretary of state in the events provided for in section 1703.19 of the Revised Code; (5) A brief summary of the business to be transacted within this state. (B) The notice required by this section shall be accompanied by a certificate of good standing or subsistence, dated not earlier than sixty days prior to the submission of the notice, under the seal of the proper official of the agency of the United States that incorporated the bank, savings bank, or savings and loan association, setting forth the exact corporate title, the date of incorporation, and the fact that the bank, savings bank, or savings and loan association is in good standing or is a subsisting bank, savings bank, or savings and loan association. (C) Upon submission of the notice, a bank, savings bank, or savings and loan association shall pay a filing fee to the secretary of state as required by section 111.16 of the Revised Code. (D)(1) No such notice shall be accepted for filing if it appears that the name of the bank, savings bank, or savings and loan association is any of the following: (a) Prohibited by law; (b) Not distinguishable upon the records in the office of the secretary of state from the name of a limited liability company, whether domestic or foreign, or any other corporation, whether nonprofit or for profit and whether that of a domestic corporation or of a foreign corporation authorized to transact business in this state, unless there is also filed with the secretary of state the consent of the other limited liability company or corporation to the use of the name, evidenced in a writing signed by any authorized representative or authorized officer of the other limited liability company or corporation; (c) Not distinguishable upon the records in the office of the secretary of state from a trade name, the exclusive right to which is at the time in question registered in the manner provided in Chapter 1329. of the Revised Code, unless there also is filed with the secretary of state the consent of the other corporation or person to the use of the name, evidenced in a writing signed by any authorized officer of the other corporation or authorized party of the other person owning the exclusive right to the registered trade name. (2) Notwithstanding division (D)(1)(b) of this section, if a notice is not acceptable for filing solely because the name of the bank, savings bank, or savings and loan association is not distinguishable from the name of another corporation or registered trade name, the bank, savings bank, or savings and loan association may be authorized to transact business in this state by filing with the secretary of state, in addition to those items otherwise prescribed by this section, a statement signed by an authorized officer directing the bank, savings bank, or savings and loan association to transact business in this state under an assumed business name or names that comply with the requirements of division (D) of this section and stating that the bank, savings bank, or savings and loan association will transact business in this state only under the assumed name or names. (E) The secretary of state shall provide evidence of receipt of notice to each bank, savings bank, or savings and loan association that submits a notice required by this section.
Ohio Rev. Code § 1776.49 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.49
§ 1776.49. Transfer of partner's transferable interest
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) A transfer, in whole or in part, of a partner's economic interest in the partnership is permissible and does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business. A transfer does not entitle the transferee, as against the other partners or the partnership, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records. (B) A transferee of a partner's economic interest in the partnership has a right: (1) To receive, in accordance with the transfer, distributions to which the transferor otherwise would be entitled; (2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; (3) To seek under division (F) of section 1776.61 of the Revised Code, a determination by a tribunal that it is equitable to wind up the partnership business. (C) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account to which all of the partners agreed. (D) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred. (E) A partnership need not give effect to a transferee's rights under this section until it has notice and reasonable proof of the transfer. (F) A transfer of a partner's economic interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer. (G) Sections 1309.406 and 1309.408 of the Revised Code do not apply to any partnership interest in a partnership formed under this chapter.
Ohio Rev. Code § 1733.29 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.29
§ 1733.29. Permanent records
Status: in_force

September 11, 2008 Senate Bill 247 - 127th General Assembly (A) A credit union shall keep a permanent record including: (1) The original articles and regulations and amendments thereto and any amended articles or regulations and amendments thereto, all bearing the approval of the superintendent of credit unions, and the articles shall bear the certification of the secretary of state; (2) The minutes of the incorporators, members, and board of directors. (B) A credit union shall keep for a period of not less than six years the minutes of all committees of the board. (C) A credit union shall keep and maintain such financial records as the superintendent shall stipulate in rules issued by the superintendent, which shall also include the minimum length of time such records must be retained. (D) A credit union shall maintain an alphabetical listing or classified listing of the addresses of members of the credit union. (E) A credit union shall maintain a copy of any suspicious activity report it files pursuant to rules adopted by the superintendent or national credit union administration regulation, and the original of all attachments to the report, for a period of five years from the date the report is filed. (F) A credit union shall keep any other records of its business and transactions and maintain the authorized processes for recording or storing documents or instruments, as may be required by rules promulgated by the superintendent. (G) A credit union may keep documents in electronic form if, in the regular course of business, a credit union possesses, records, or generates any document, representation, image, reproduction, or combination thereof, of any agreement, transaction, act, occurrence, or event, then the recording, comprising, or reproduction shall have the same force and effect as one comprised, recorded, or created on paper or other tangible form by writing, typing, printing, or similar means. (H)(1) A credit union may make use of digital signatures in any communication, acknowledgment, agreement, or contract between a credit union and its member or any other person, in which a signature is required or used. (2)(a) Any party to the communication, acknowledgment, agreement, or contract may affix a signature by use of a digital signature. (b) The digital signature, when lawfully used by the person whose signature it purports to be, shall have the same force and effect as the use of a manual signature if it is unique to the person using it, is capable of verification, is under the sole control of the person using it, and is linked to data in such a manner that if the data are changed, the digital signature is invalidated. (c) Nothing in this section requires any credit union to use or permit the use of a digital signature. (d) As used in division (H) of this section, "digital signature" means an encrypted electronic identifier, created by computer, intended by the party using it to have the same force and effect as the use of a manual signature.
Ohio Rev. Code § 1710.01 — Ohio Revised Code / Title 17 / Chapter 1710 / § 1710.01
§ 1710.01. Special improvement district definitions
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly As used in this chapter: (A) "Special improvement district" means a special improvement district organized under this chapter. (B) "Church" means a fellowship of believers, congregation, society, corporation, convention, or association that is formed primarily or exclusively for religious purposes and that is not formed for the private profit of any person. (C) "Church property" means property that is described as being exempt from taxation under division (A)(2) of section 5709.07 of the Revised Code and that the county auditor has entered on the exempt list compiled under section 5713.07 of the Revised Code. (D) "Municipal executive" means the mayor, city manager, or other chief executive officer of the municipal corporation in which a special improvement district is located. (E) "Participating political subdivision" means the municipal corporation or township, or each of the municipal corporations or townships, that has territory within the boundaries of a special improvement district created under this chapter. (F) "Legislative authority of a participating political subdivision" means, with reference to a township, the board of township trustees. (G) "Public improvement" means the planning, design, construction, reconstruction, enlargement, or alteration of any facility or improvement, including the acquisition of land, for which a special assessment may be levied under Chapter 727. of the Revised Code, and includes any special energy improvement project or shoreline improvement project. (H) "Public service" means any service that can be provided by a municipal corporation or any service for which a special assessment may be levied under Chapter 727. of the Revised Code. (I) "Special energy improvement project" means any property, device, structure, or equipment necessary for the acquisition, installation, equipping, and improvement of any real or personal property used for the purpose of creating a solar photovoltaic project, a solar thermal energy project, a geothermal energy project, a customer-generated energy project, or an energy efficiency improvement, whether such real or personal property is publicly or privately owned. (J)(1) Except as provided in division (J)(2) of this section, "existing" qualified nonprofit corporation" means a nonprofit corporation that existed before the creation of the corresponding district under this chapter, that is composed of members located within or adjacent to the district, that has established a police department under section 1702.80 of the Revised Code, and that is organized for purposes that include acquisition of real property within an area specified by its articles for the subsequent transfer of such property to its members exclusively for charitable, scientific, literary, or educational purposes, or holding and maintaining and leasing such property; planning for and assisting in the development of its members; providing for the relief of the poor and distressed or underprivileged in the area and adjacent areas; combating community deterioration and lessening the burdens of government; providing or assisting others in providing housing for low- or moderate-income persons; and assisting its members by the provision of public safety and security services, parking facilities, transit service, landscaping, and parks. (2) Regarding a special improvement district to implement a shoreline improvement project, "existing qualified nonprofit corporation" has the same meaning as in division (J)(1) of this section, except that the nonprofit does not need to have an established police department and does not need to be organized for purposes that include the acquisition of real property. (K) "Energy efficiency improvement" means energy efficiency technologies, products, and activities that reduce or support the reduction of energy consumption, allow for the reduction in demand, or support the production of clean, renewable energy and that are or will be permanently fixed to real property. (L) "Customer-generated energy project" means a wind, biomass, or gasification facility for the production of electricity that meets either of the following requirements: (1) The facility is designed to have a generating capacity of two hundred fifty kilowatts of electricity or less. (2) The facility is: (a) Designed to have a generating capacity of more than two hundred fifty kilowatts of electricity; (b) Operated in parallel with electric transmission and distribution facilities serving the real property at the site of the customer-generated energy project; (c) Intended primarily to offset part or all of the facility owner's requirements for electricity at the site of the customer-generated energy project and is located on the facility owner's real property; and (d) Not producing energy for direct sale by the facility owner to the public. (M) "Reduction in demand" means a change in customer behavior or a change in customer-owned or operated assets that reduces or has the capability to reduce the demand for electricity as a result of price signals or other incentives. (N) "Electric distribution utility" and "mercantile customer" have the same meanings as in section 4928.01 of the Revised Code. (O) "Shoreline improvement project" means acquiring, constructing, installing, equipping, improving, maintaining, or repairing real or tangible personal property necessary or useful for making improvements to abate erosion along either the Lake Erie shoreline or any water resource. (P) "Water resource" has the same meaning as in section 6105.01 of the Revised Code. (Q) "Park district" means a park district created under Chapter 1545. of the Revised Code. Last updated October 3, 2023 at 9:14 AM
Ohio Rev. Code § 1782.41 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.41
§ 1782.41. Judgment creditor of partner
Status: in_force

April 1, 1985 House Bill 607 - 115th General Assembly (A) On application to a court of common pleas by any judgment creditor of a partner, the court may charge the partnership interest of the indebted partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor shall have only the rights of an assignee of the partnership interest. (B) Nothing in this chapter shall be held to deprive a partner of his statutory exemption.
Ohio Rev. Code § 1702.521 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.521
§ 1702.521. Provisional director - appointment, duties, qualifications
Status: in_force

October 24, 2024 House Bill 301 - 135th General Assembly (A) Upon the complaint of not less than one-fourth of the directors of the corporation or upon the complaint of not less than one-fourth of the voting members of the corporation, the court of common pleas of the county in which the corporation maintains its principal office may order the appointment of a provisional director for that corporation if the articles or regulations of the corporation expressly provide for such an appointment. No appointment shall be made until a hearing is held by the court. Notice of the hearing shall be given to each director and the secretary of the corporation in any manner that the court directs. The complainants shall establish at the hearing that, because of irreconcilable differences among the existing directors or because there are no directors and the voting members are unable to elect any directors, the continued operation of the corporation has been substantially impeded or made impossible. (B) A provisional director shall have the same rights and duties as other directors and shall serve until removed by the appointing court or by the members of the corporation entitled to exercise a majority of the voting power of the corporation in the election of directors or until the provisional director's earlier resignation or death. If the provisional director dies or resigns, the court, pursuant to division (A) of this section, may appoint a replacement provisional director, upon its own motion and without the filing of a complaint for the appointment of a provisional director. If the appointing court finds that the irreconcilable differences no longer exist, it shall order the removal of the provisional director. (C) No person shall be appointed as a provisional director unless the person is generally conversant with corporate affairs, has no legal or equitable interest in the obligations of the corporation of which the person is to be appointed a director, and is not indebted to such corporation. The compensation of a provisional director shall be determined by agreement with the corporation for which the provisional director is serving, subject to the approval of the appointing court, except that the appointing court may fix the provisional director's compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation. (D) A proceeding concerning the appointment of a provisional director of a corporation is a special proceeding, and final orders issued in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code. Last updated August 28, 2024 at 1:38 PM
Ohio Rev. Code § 1717.18 — Ohio Revised Code / Title 17 / Chapter 1717 / § 1717.18
§ 1717.18. Nonprosecution agreements
Status: in_force

March 31, 2021 House Bill 24 - 133rd General Assembly (A) A humane society may not enter into a written agreement with a person, wherein the humane society agrees not to prosecute the person for an alleged violation of law, unless the proposed agreement has been reviewed and approved by the judge that has presided over the hearing that is required to determine if the officer had probable cause to seize the animal, and which is related to the case that is the subject of the agreement. As part of the review, if bond has previously been set, the judge shall reconsider whether or not the amount of the bond determined by the court to be needed for the animal's care is necessary and reasonable. A judge shall not approve a nonprosecution agreement that requires a person to provide financial compensation that is in excess of what is necessary and reasonable for the animal's care for the duration of the impoundment. (B) A nonprosecution agreement between a humane society and a person, as described in division (A) of this section, is void and unenforceable unless it has been approved under division (A) of this section. Disclaimer Contact About
Ohio Rev. Code § 1706.71 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.71
§ 1706.71. Merger authority, conditions, and conversion of ownership interests
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A limited liability company may merge with one or more other constituent entities pursuant to sections 1706.71 to 1706.713 of the Revised Code and to an agreement of merger if all of the following conditions are met: (1) The governing statute of each of the other entities authorizes the merger. (2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes. (3) Each of the other entities complies with its governing statute in effecting the merger. (B) An agreement of merger shall be in a record and shall include all of the following: (1) The name and form of each constituent entity; (2) The name and form of the surviving entity and, if the surviving entity is to be created pursuant to the merger, a statement to that effect; (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent entity into any combination of money, interests in the surviving entity, and other consideration as permitted under division (C) of this section; (4) If the surviving entity is to be created pursuant to the merger, the surviving entity's organizational documents that are proposed to be in a record; (5) If the surviving entity is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving entity's organizational documents that are, or are proposed to be, in a record. (C) In connection with a merger, rights or securities of or interests in the constituent entity may be any of the following: (1) Exchanged for or converted into cash, property, or rights or securities of or interests in the surviving entity; (2) In addition to or in lieu of division (C)(1) of this section, exchanged for or converted into cash, property, or rights or securities of or interests in another entity; (3) Canceled.
Ohio Rev. Code § 1703.26 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.26
§ 1703.26. Appeals
Status: in_force

September 29, 1997 House Bill 215 - 122nd General Assembly A foreign corporation licensed before the effective date of this amendment and having authority on that date to transact business in this state may appeal from any decision, finding, determination, or action by the secretary of state under sections 1703.01 to 1703.31 of the Revised Code, to a board of review consisting of the auditor of state, the treasurer of state, and the attorney general, or their authorized representatives, by filing notice of such appeal with the auditor of state. The auditor of state shall thereupon notify the corporation of the date of the hearing before the board at least ten days prior to the date of the hearing, and at the hearing the corporation shall be entitled to be heard. The decision of a majority of the members of the board shall be final. The decision shall be in writing and shall be transmitted to the secretary of state. The secretary of state shall thereupon mail to the corporation a copy of the decision.
Ohio Rev. Code § 1702.461 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.461
§ 1702.461. Conversion to domestic or foreign entity other than a for profit corporation or domestic corporation; written declaration of conversion
Status: in_force

September 29, 2011 House Bill 153 - 129th General Assembly (A) Subject to division (B)(2) of this section and pursuant to a written declaration of conversion as provided in this section, a domestic corporation may be converted into a domestic or foreign entity other than a for profit corporation or a domestic corporation. The conversion also must be permitted by the laws under which the converted entity will exist. (B)(1) The written declaration of conversion shall set forth all of the following: (a) The name and form of entity that is being converted, the name and form of entity into which the entity will be converted, and the jurisdiction of formation of the converted entity; (b) If the converted entity is a domestic entity, the complete terms of all documents required under the applicable chapter of the Revised Code to form the converted entity; (c) If the converted entity is a foreign entity, all of the following: (i) The complete terms of all documents required under the law of its formation to form the converted entity; (ii) The consent of the converted entity to be sued and served with process in this state, and the irrevocable appointment of the secretary of state as the agent of the converted entity to accept service of process in this state to enforce against the converted entity any obligation of the converting corporation or to enforce the rights of a dissenting shareholder of the converting corporation; (iii) If the converted entity desires to transact business in this state, the information required to qualify or to be licensed under the applicable chapter of the Revised Code. (d) All other statements and matters required to be set forth in the declaration of conversion by the applicable chapter of the Revised Code, if the converted entity is a domestic entity, or by the laws under which the converted entity will be formed, if the converted entity is a foreign entity; (e) The terms of the conversion, the mode of carrying them into effect, and the manner and basis of converting the interests of the converting corporation into, or substituting the interests in the converting corporation for, interests in the converted entity. (2) No conversion or substitution described in this section shall be effected if there are reasonable grounds to believe that the conversion or substitution would render the converted entity unable to pay its obligations as they become due in the usual course of its affairs. (C) The written declaration of conversion may set forth any of the following: (1) The effective date of the conversion, which date may be on or after the date of the filing of the certificate of conversion; (2) A provision authorizing, prior to the filing of the certificate of conversion pursuant to section 1702.462 of the Revised Code, the converting corporation to abandon the proposed conversion by action of the trustees of the converting corporation or by the same vote as was required to adopt the declaration of conversion; (3) A statement of, or a statement of the method to be used to determine, the fair value of the assets owned by the converting corporation at the time of the conversion; (4) The parties to the declaration of conversion in addition to the converting entity; (5) Any additional provision necessary or desirable with respect to the proposed conversion or the converted entity. (D) The trustees of the domestic converting corporation must approve the declaration of conversion to effect the conversion, and the declaration of conversion must be adopted by the members of the domestic converting corporation, at a meeting held for the purpose. (E) Notice of each meeting of members of a domestic converting corporation at which a declaration of conversion is to be submitted shall be given to all members of that corporation, whether or not they are entitled to vote, and shall be accompanied by a copy or a summary of the material provisions of the declaration of conversion. (F) The vote required to adopt a declaration of conversion at a meeting of the members of a domestic converting corporation is the affirmative vote of the members of that corporation entitling them to exercise at least two-thirds of the voting power of the corporation on the proposal or a different proportion as provided in the articles, but not less than a majority, or, if the conversion is to a foreign corporation, a different proportion as the articles provide for a merger or consolidation, and the affirmative vote of the members of any particular class as required by the articles of the converting corporation. If the declaration of conversion would authorize any particular corporate action that under any applicable provision of law or the articles could be authorized only by or pursuant to a specified vote of members, the declaration of conversion also must be adopted by the same affirmative vote as required for such action. (G)(1) At any time before the filing of the certificate of conversion pursuant to section 1702.462 of the Revised Code, the conversion may be abandoned by the trustees of the converting corporation, if the trustees are authorized to do so by the declaration of conversion, or by the same vote of the members as was required to adopt the declaration of conversion. (2) The declaration of conversion may contain a provision authorizing the trustees of the converting corporation to amend the declaration of conversion at any time before the filing of the certificate of conversion pursuant to section 1702.462 of the Revised Code, except that, after the adoption of the declaration of conversion by the members of the converting corporation, the trustees may not amend the declaration of conversion to do any of the following: (a) Alter or change any term of the organizational documents of the converted entity except for alterations or changes that are adopted with the vote or action of the persons, the vote or action of which would be required for the alteration or change after the conversion; (b) Alter or change any other terms and conditions of the declaration of conversion if any of the alterations or changes, alone or in the aggregate, materially and adversely would affect the members of the converting corporation.
Ohio Rev. Code § 1776.72 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.72
§ 1776.72. Conversion of another entity into domestic partnership
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic or foreign entity other than a domestic partnership may be converted into a domestic partnership if that conversion is permitted by any section of the Revised Code or the laws under which the converting entity exists. (B)(1) The written declaration of conversion shall set forth all of the following: (a) The name and form of entity that is being converted, the name of the entity into which the entity is being converted, and the jurisdiction of formation of the converting entity; (b) If the converted entity is a limited liability partnership, the converted entity's registration application; (c) The partnership agreement of the converted domestic partnership or a provision that the written agreement of the converting entity, a copy of which shall be attached to the declaration of conversion, with any amendments that are set forth in the declaration of conversion, is the agreement of the resulting converted domestic partnership; (d) The partners of the converted partnership; (e) All statements and matters required to be set forth in an instrument of conversion by the laws under which the converting entity exists; (f) The terms of the conversion, the mode of carrying those terms into effect, and the manner and basis of converting the interests or shares of the converting entity into, or exchanging the interests or shares in the converting entity for, interests, evidences of indebtedness, other securities, cash, rights, or any other property or any combination of interests, evidences of indebtedness, other securities, cash, rights, or any other property of the converted partnership. (2) No conversion or exchange described in this section shall be effected if there are reasonable grounds to believe that the conversion or exchange would render the converted partnership unable to pay its obligations as they become due in the usual course of its affairs. (C) The written declaration of conversion may set forth any of the following: (1) The effective date of the conversion, to be on or after the date of the filing of the certificate of conversion pursuant to section 1776.74 of the Revised Code; (2) A provision authorizing the converting entity to abandon the proposed conversion by an action that is taken prior to the filing of the certificate of conversion pursuant to section 1776.74 of the Revised Code; (3) A statement of, or a statement of the method to be used to determine, the fair value of the assets owned by the converting entity at the time of the conversion; (4) The parties to the declaration of conversion in addition to the converting entity; (5) Any additional provision necessary or desirable with respect to the proposed conversion or the converted entity. (D) At any time before the filing of the certificate of conversion pursuant to section 1776.74 of the Revised Code, the conversion may be abandoned by any representatives authorized to do so by the declaration of conversion, or by the same vote as was required to adopt the declaration of conversion. (E) Unless the converted entity is a limited liability partnership, each person that will be a partner of the partnership that is the converted entity specifically shall agree in writing to be a partner in the partnership that is the converted entity.
Ohio Rev. Code § 1743.08 — Ohio Revised Code / Title 17 / Chapter 1743 / § 1743.08
§ 1743.08. Elevator companies
Status: in_force

June 29, 2011 House Bill 9 - 129th General Assembly A company or association organized as an elevator company may purchase and hold real and personal estate; may erect, purchase, and own the necessary buildings, offices, and machinery for carrying on the business of receiving, storing, delivering, and forwarding grain of all kinds; and may add to and connect with this the business of a general storage warehouse or forwarders of all kinds of produce and merchandise. It shall not deal as buyer or seller on its own account or for others. In the prosecution of its business it shall be governed by the same laws, not inconsistent with this section, as govern individuals in such employment. When such company erects or owns an elevator building, and uses it for the purpose of receiving or delivering grain from or to any railroad company, as freight carried or to be carried over any part of its railroads, such railroad company may subscribe to or purchase shares in the elevator company's capital stock, to an amount not exceeding one third of the entire capital stock of the elevator company, in the name of an officer of the railroad company, and hold it as trustee. The railroad company is liable upon such stock, in its corporate capacity, to the same extent and in the manner a natural person buying it would be.
Ohio Rev. Code § 1701.911 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.911
§ 1701.911. Provisional director - appointment, duties, qualifications
Status: in_force

May 4, 2012 House Bill 48 - 129th General Assembly (A) Upon the complaint of not less than one-fourth of the directors of a corporation or upon the complaint of the holders of shares entitling them to exercise not less than one-fifth of the voting power of a corporation in the election of directors, the court of common pleas of the county in which the corporation maintains its principal office may order the appointment of a provisional director for that corporation if the articles or regulations of the corporation expressly provide for such an appointment. No appointment shall be made until a hearing is held by the court. Notice of the hearing shall be given to each director and the secretary of the corporation in any manner that the court may direct. If directed by the court, the notice also shall be given to each of the shareholders. The complainants shall establish at the hearing that, because of irreconcilable differences among the existing directors or because there are no directors and the shareholders are unable to elect any directors, the continued operation of the corporation has been substantially impeded or made impossible. (B) A provisional director shall have the same rights and duties as other directors and shall serve until removed by the appointing court or by the holders of shares entitling them to exercise a majority of the voting power of the corporation in the election of directors, or until the provisional director's earlier resignation or death. If the provisional director dies or resigns, the court, pursuant to divisions (A) and (C) of this section, may appoint a replacement provisional director, upon its own motion and without the filing of a complaint for the appointment of a provisional director. If the appointing court finds that the irreconcilable differences no longer exist, it shall order the removal of the provisional director. (C) No person shall be appointed as a provisional director unless the person is generally conversant with corporate affairs, has no legal or equitable interest in the shares or obligations of the corporation of which the person is to be appointed a director, and is not indebted to such corporation. The compensation of a provisional director shall be determined by agreement with the corporation for which the provisional director is serving, subject to the approval of the appointing court, except that the appointing court may fix the provisional director's compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation. (D) A proceeding concerning the appointment of a provisional director of a corporation is a special proceeding, and final orders issued in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code.
Ohio Rev. Code § 1710.05 — Ohio Revised Code / Title 17 / Chapter 1710 / § 1710.05
§ 1710.05. Notice for meetings -method for voting
Status: in_force

September 29, 1994 Senate Bill 264 - 120th General Assembly Except as otherwise provided in this chapter, the articles of incorporation or the code of regulations governing the nonprofit corporation shall provide for the method by which notice for meetings of the membership of the special improvement district is to be given and the method for voting by the membership of the district.
Ohio Rev. Code § 1702.17 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.17
§ 1702.17. Meetings of voting members - calling and place of meeting
Status: in_force

March 29, 2007 House Bill 699 - 126th General Assembly (A) Meetings of voting members may be called by any of the following: (1) The chairperson of the board, the president, or, in case of the president's absence, death, or disability, the vice-president authorized to exercise the authority of the president; (2) The directors by action at a meeting, or a majority of the directors acting without a meeting; (3) The lesser of (a) ten per cent of the voting members or (b) twenty-five of the voting members, unless the articles or the regulations specify for such purpose a smaller or larger proportion or number, but not in excess of fifty per cent of the voting members; (4) Any other officers or persons that the articles or the regulations authorize to call such meetings. (B) If so provided in the articles or the regulations, meetings of voting members may be held either within or without this state or solely by means of authorized communications equipment. (C) Unless the articles or regulations provide otherwise, the voting members and proxyholders who are not physically present at a meeting of voting members may attend the meeting by the use of authorized communications equipment that enables the voting members and proxyholders an opportunity to participate in the meeting and to vote on matters submitted to the voting members, including an opportunity to read or hear the proceedings of the meeting, participate in the proceedings, and contemporaneously communicate with the persons who are physically present at the meeting. Any voting member who uses authorized communications equipment under this division is deemed to be present in person at the meeting whether the meeting is held at a designated place or solely by means of authorized communications equipment. The directors may adopt procedures and guidelines for the use of authorized communications equipment in connection with a meeting of voting members to permit the corporation to verify that a person is a voting member or proxyholder and to maintain a record of any vote or other action taken at the meeting.
Ohio Rev. Code § 1782.20 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.20
§ 1782.20. Erroneous belief that one is a limited partner
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) Except as provided in division (C) of this section, when no certificate of limited partnership has been filed, a person who contributes to a business enterprise and who erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, within a reasonable time after ascertaining the mistake, the person does either of the following: (1) Causes an appropriate certificate of limited partnership to be executed and filed; (2) Takes the action that is necessary to withdraw from the enterprise under the provisions of Chapter 1775. or 1776. of the Revised Code. (B) Except as provided in division (C) of this section, when a certificate of limited partnership has been filed, a person who contributes to a business enterprise and who erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, within a reasonable time after ascertaining that the filed certificate of limited partnership inaccurately refers to the person as a general partner, the person does any of the following: (1) Causes an appropriate certificate of amendment to be executed and filed amending the filed certificate of limited partnership; (2) Takes such action as is necessary to withdraw from the enterprise under the provisions of section 1782.32 of the Revised Code; (3) Executes and files a certificate of disclaimer of general partner status, together with a copy of the certificate of limited partnership that inaccurately refers to the person as a general partner, in the office of the secretary of state and provides to the partnership a copy of that certificate of disclaimer. A certificate of disclaimer of general partner status shall be on a form prescribed by the secretary of state and shall include all of the following: (a) The name of the limited partnership and the file number assigned to it by the secretary of state; (b) The date of the filing that inaccurately refers to the person as a general partner; (c) The name of the person who inaccurately was referred to as a general partner. (C) A person who makes a contribution of the kind described in division (A) or (B) of this section and who knew or should have known either that no certificate of limited partnership has been filed or that a certificate of limited partnership has been filed that inaccurately refers to the person as a general partner is liable as a general partner to any third party who actually believed in good faith that the person was a general partner, but only to the extent that the third party acted in reasonable reliance on that belief and extended credit to the partnership in reasonable reliance on the credit of the person. (D) If a person who has filed a certificate of disclaimer of general partner status pursuant to division (B)(3) of this section becomes aware that any statement in the certificate of disclaimer was materially false when made or that any arrangement or other fact described in the certificate has changed and that the certificate of disclaimer thus is materially inaccurate, the person promptly shall execute and file a certificate of cancellation of disclaimer of general partner status in the office of the secretary of state and provide a copy of that certificate of cancellation of disclaimer of general partner status to the partnership. The certificate of cancellation of disclaimer of general partner status shall be on a form prescribed by the secretary of state and shall include all of the following: (1) The name of the limited partnership and the file number assigned to it by the secretary of state; (2) The date on which the certificate of disclaimer of general partner status in question was filed; (3) The name of the person identified on the certificate of disclaimer of general partner status pursuant to division (B)(3)(c) of this section.
Ohio Rev. Code § 1782.63 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.63
§ 1782.63. Refiling of certificate for limited partnerships existing prior to 7-1-94
Status: in_force

October 4, 1996 House Bill 495 - 121st General Assembly (A)(1) Each limited partnership existing prior to July 1, 1994, and each foreign limited partnership registered pursuant to sections 1782.49 and 1782.50 of the Revised Code prior to that date shall file, on a form prescribed by the secretary of state, a certificate of limited partnership and an application for registration as a foreign limited partnership, respectively, with the secretary of state as follows: (a) Each limited partnership with a name beginning with the letter A, B, C, D, E, or F shall so file with the secretary of state on or before June 30, 1995; (b) Each limited partnership with a name beginning with the letter G, H, I, J, K, L, or M shall so file with the secretary of state on or before December 31, 1995; (c) Each limited partnership with a name beginning with the letter N, O, P, Q, R, or S shall so file with the secretary of state on or before June 30, 1996; (d) Each limited partnership with a name beginning with the letter T, U, V, W, X, Y, or Z shall so file with the secretary of state on or before December 31, 1996; (e) If a limited partnership's name begins with a character other than a letter of the English alphabet, the first letter of the English alphabet that appears in the limited partnership's name shall be considered the beginning of its name for purposes of divisions (A)(1)(a) to (d) of this section and the limited partnership shall so file with the secretary of state in accordance with the applicable provision of divisions (A)(1)(a) to (d) of this section. (2) Any limited partnership that files a certificate of limited partnership or an application for registration as a foreign limited partnership is subject to the payment of filing fees in accordance with division (G) of section 111.16 of the Revised Code. (3) A limited partnership that is required by divisions (A)(1)(a) to (e) of this section to file any document with the secretary of state and that has not done so by the time required for the filing may not maintain any action, suit, or proceeding in any court of this state until it has filed the required document. The failure of a limited partnership to make the required filing does not impair the validity of any contract or act of the limited partnership or prevent it from defending any action, suit, or proceeding in any court of this state. A limited partner of a limited partnership is not liable as a general partner of the limited partnership or otherwise liable for obligations of the partnership solely by reason of the partnership having transacted business in this state without making the filing required by divisions (A)(1)(a) to (e) of this section. (B) If a surviving domestic limited partnership that has not filed a certificate of limited partnership pursuant to division (A) of this section results from a merger on and after July 1, 1994, the partnership shall include a copy of its certificate of limited partnership with its certificate of merger or consolidation filed pursuant to section 1782.433 of the Revised Code. Upon filing of the certificate of limited partnership in accordance with this division, the surviving domestic limited partnership shall be deemed to be in compliance with division (A) of this section. (C) A limited partnership that is formed under this chapter or governed by this chapter pursuant to section 1782.61 of the Revised Code and that is in existence on July 1, 1994, shall be governed by this chapter, as amended by the act in which this section was enacted, except that the amendments to section 1782.28 of the Revised Code made by that act and the repeal of section 1782.38 of the Revised Code by that act shall not affect the rights of any person who extended credit to a limited partnership prior to July 1, 1994, but only to the extent of credit extended before such date. (D) The amendments to this chapter made by the act in which this section was enacted do not affect a claim, action, or proceeding that is accrued, existing, incurred, or pending on or before July 1, 1994, but the claim, action, or proceeding may be asserted, enforced, prosecuted, or defended as if those amendments had not been made.
Ohio Rev. Code § 1701.70 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.70
§ 1701.70. Procedure for amending articles by directors - incorporators
Status: in_force

September 30, 2008 House Bill 374 - 127th General Assembly (A) If initial directors are not named in the articles, before subscriptions to shares have been received and before the incorporators have elected directors, the incorporators may adopt an amendment to the articles by a writing signed by them. If initial directors are named in the articles, or if the incorporators have elected directors and have not received subscriptions, then before subscriptions to shares have been received, the directors may adopt an amendment to the articles. (B) The directors may adopt an amendment to the articles in the following cases: (1) When and to the extent authorized by the articles, the directors may adopt an amendment determining, in whole or in part, the express terms, within the limits set forth in this chapter, of any class of shares before the issuance of any shares of that class, or of one or more series within a class before the issuance of shares of that series. When no shares of a series created by an amendment to the articles under division (B)(1) of this section have been issued and no option or right to acquire any share of that series is outstanding, the directors may adopt an amendment to reduce the number of shares in that series or to eliminate from the articles all references to the series and to make other appropriate changes that are required by the elimination of the series. (2) When the corporation has issued shares or obligations convertible into shares of the corporation or has granted options to purchase any shares, and the conversion or option rights are set forth in the articles or have been approved by the same vote of shareholders as, at the time of the approval, would have been required to amend the articles to authorize the shares required for that purpose, and the corporation does not have sufficient authorized but unissued shares to satisfy those conversion or option rights, the directors may adopt an amendment to authorize the shares. (3) Whenever shares of any class or series have been redeemed, or have been surrendered to or acquired by the corporation upon conversion, exchange, purchase, or otherwise, the directors may adopt an amendment to reduce the authorized number of shares of that class or series by the number so redeemed, surrendered, or acquired; and when all of the issued shares of a class or series have been redeemed or surrendered to or acquired by the corporation, the directors may adopt an amendment to eliminate from the articles all references to the shares of that class or series and to make other appropriate changes that are required by the elimination. (4) When articles have been amended and any change of issued or unissued shares provided for in the amendment or amended articles has become effective, the directors may adopt an amendment to eliminate from the articles all references to the change of shares and to make any other appropriate changes that are required by the elimination; however, an amendment to articles that is so adopted by the directors shall contain a statement with respect to the authorized number and the par value, if any, of the shares of each class. (5) After a merger or consolidation, in which the surviving or new corporation is a domestic corporation, becomes effective, the directors may adopt an amendment: (a) To eliminate from the articles any statement or provision pertaining exclusively to the merger or consolidation, or that was required to be set forth in the agreement of merger or consolidation and that would not be required in original articles or amendments to articles filed at the time the statement or provision was adopted; (b) To make any other appropriate changes required by that elimination. An amendment to articles adopted by the directors under division (B)(5) of this section need not contain or continue any statement with respect to the amount of stated capital. (6) Unless otherwise provided in the articles, the directors may adopt an amendment changing the name of the corporation. (7) The directors may adopt an amendment changing the place in this state where the principal office of the corporation is to be located. (8) When the directors have declared a dividend or distribution on any class of outstanding shares of the corporation to be paid in shares of the same class, the directors may adopt an amendment to proportionately increase the authorized number of shares of the class, provided that the corporation has only one class of shares outstanding or the dividend or distribution is not substantially prejudicial to the holders of any other class of the corporation's shares, and further provided that such an amendment be adopted concurrently with the amendment described in division (B)(10) of this section when the dividend or distribution is declared on outstanding shares with par value. (9) The directors may adopt an amendment to change each issued and unissued authorized share of an outstanding class into a greater number of shares of that class and to proportionately increase the authorized number of shares of that class, provided that the corporation has only one class of shares outstanding or the change is not substantially prejudicial to the holders of any other class of the corporation's shares, and further provided that such an amendment be adopted concurrently with the amendment described in division (B)(10) of this section when the change is made to outstanding shares with par value. (10) Concurrently with the adoption of an amendment under division (B)(8) or (9) of this section, the directors may adopt an amendment decreasing the par value of issued and unissued shares of a particular class to the extent necessary to prevent an increase in the aggregate par value of the outstanding shares of the class as a result of the dividend or distribution described in division (B)(8) of this section or the change described in division (B)(9) of this section. (C) If a vote on the adoption of an amendment is required by division (B)(4) of section 1701.71 of the Revised Code, any amendment to the articles adopted pursuant to division (B) of this section that creates a class or series of shares the express terms of which provide for the convertibility of the shares into shares of another class shall also require the approval of the holders, voting as a class, of any issued and outstanding shares into which the shares may be converted. (D) Divisions (B)(6) to (10) of this section shall not apply to a corporation with one hundred or fewer shareholders unless the corporation was created on or after May 16, 2002, or the articles of the corporation have been amended in compliance with section 1701.71 or 1701.73 of the Revised Code specifically to make those divisions applicable.
Ohio Rev. Code § 1706.472 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.472
§ 1706.472. Winding up of limited liability company activities
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) Subject to division (C)(5) of section 1706.471 of the Revised Code, after dissolution, the remaining members, if any, and if none, a person appointed by all holders of the membership interest last assigned by the last person to have been a member, may wind up the limited liability company's activities. (B) The appropriate tribunal may order supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company's activities as follows: (1) On application of a member, if the applicant establishes good cause; (2) On application of an assignee, if both of the following apply: (a) The limited liability company does not have any members; (b) Within a reasonable time following the dissolution, a person has not been appointed pursuant to division (A) of this section. (3) In connection with a proceeding under division (E) of section 1706.47 of the Revised Code.
Ohio Rev. Code § 1706.767 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.767
§ 1706.767. Separate asset series-effect of series dissolution
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided by section 1706.761 of the Revised Code.
Ohio Rev. Code § 1711.07 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.07
§ 1711.07. Board of directors of county or independent agricultural society
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly (A) The board of directors of a county or independent agricultural society shall consist of at least eight members. An employee of the OSU extension shall serve with the board as a nonvoting member. The director of agriculture shall determine the terms of office for members of the board in accordance with rules adopted by the director of agriculture. (B) The board may fill any vacancy on the board caused by death, resignation, refusal to qualify, removal from county, or other cause until the society's next annual election. At that election, a new director shall be elected for the unexpired term. (C)(1) There shall be an annual election of directors by ballot at a time and a place fixed by the board. The election shall be held by the fifteenth day of November each year. (2) The secretary of the society shall give notice of the election, for three weeks prior to the election, by doing one of the following: (a) Publishing the notice in a newspaper of general circulation in the county or as provided in section 7.16 of the Revised Code; (b) Mailing the notice to each member of the society; (c) Publishing the notice on the society's web site. (D) Only the following persons may vote in an election held in accordance with this section: (1) Those who hold membership certificates at the close of the annual county fair, or at least fifteen calendar days before the date of election, as may be fixed by the board; (2) Those who hold membership certificates on the date and hour of the election if the election is held on the fairground during the fair. When the election is to be held during the fair, notice of the election also shall be prominently mentioned in the premium list. (E) The terms of office of the retiring directors shall expire, and those of the directors-elect shall begin, not later than the thirtieth day of November each year. (F) The secretary of the society shall send, within ten days after the election, both of the following to the director: (1) The name and address of each member of its board; (2) A copy of the document containing the member's signature verifying that the member voted in the election. (G) A candidate for director shall not count or record votes in any election conducted in accordance with this section.
Ohio Rev. Code § 1707.19 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.19
§ 1707.19. Refusal, suspension, and revocation of license
Status: in_force

October 9, 2021 House Bill 263, House Bill 312 - 133rd General Assembly (A)(1) An original license, or a renewal thereof, applied for by a dealer or salesperson of securities, or by an investment adviser, investment adviser representative, bureau of workers' compensation chief investment officer, state retirement system investment officer, or portal operator as defined in section 1707.05 of the Revised Code may, except as provided in division (A)(2) of this section, be refused, and any such license granted may be suspended and, after notice and hearing in accordance with Chapter 119. of the Revised Code, may be revoked, by the division of securities, if the division determines that the applicant or the licensed dealer, salesperson, investment adviser, investment adviser representative, bureau of workers' compensation chief investment officer, or state retirement system investment officer: (a) Is not of good business repute; (b) Is conducting an illegitimate or fraudulent business; (c) Is, in the case of a dealer, investment adviser, or portal operator, insolvent; (d) Has knowingly violated any provision of sections 1707.01 to 1707.50 of the Revised Code, or any regulation or order made thereunder; (e) Has knowingly made a false statement of a material fact or an omission of a material fact in an application for a license, in a description or application that has been filed, or in any statement made to the division under such sections; (f) Has refused to comply with any lawful order or requirement of the division under section 1707.23 of the Revised Code; (g) Has been guilty of any fraudulent act in connection with the sale of any securities or in connection with acting as an investment adviser, investment adviser representative, bureau of workers' compensation chief investment officer, state retirement system investment officer, or portal operator; (h) Conducts business in purchasing or selling securities at such variations from the existing market as in the light of all the circumstances are unconscionable; (i) Conducts business in violation of such rules and regulations as the division prescribes for the protection of investors, clients, or prospective clients; (j) Has failed to furnish to the division any information with respect to the purchases or sales of securities within this state that may be reasonably requested by the division as pertinent to the protection of investors in this state. (k) Has failed to furnish to the division any information with respect to acting as an investment adviser, investment adviser representative, bureau of workers' compensation chief investment officer, state retirement system investment officer, or portal operator within this state that may be reasonably requested by the division. (2) The division of securities shall not refuse to issue an original license to an applicant under division (A)(1) of this section because of a criminal conviction unless the refusal is in accordance with section 9.79 of the Revised Code. (B) For the protection of investors the division may prescribe reasonable rules defining fraudulent, evasive, deceptive, or grossly unfair practices or devices in the purchase or sale of securities. (C) For the protection of investors, clients, or prospective clients, the division may prescribe reasonable rules regarding the acts and practices of an investment adviser or an investment adviser representative. (D) For the protection of investors, the division may prescribe reasonable rules regarding the acts and practices of a portal operator. (E) Pending any investigation or hearing provided for in sections 1707.01 to 1707.50 of the Revised Code, the division may order the suspension of any dealer's, salesperson's, investment adviser's, investment adviser representative's, bureau of workers' compensation chief investment officer's, state retirement system investment officer's, or portal operator's license by notifying the party concerned of such suspension and the cause for it. If it is a salesperson whose license is suspended, the division shall also notify the dealer employing the salesperson. If it is an investment adviser representative whose license is suspended, the division also shall notify the investment adviser with whom the investment adviser representative is employed or associated. If it is a state retirement system investment officer whose license is suspended, the division shall also notify the state retirement system with whom the state retirement system investment officer is employed. If it is a bureau of workers' compensation chief investment officer whose license is suspended, the division shall also notify the bureau of workers' compensation. (F)(1) The suspension or revocation of the dealer's license suspends the licenses of all the dealer's salespersons. (2) The suspension or revocation of the investment adviser's license suspends the licenses of all the investment adviser's investment adviser representatives. The suspension or revocation of an investment adviser's registration under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. 80b-3, suspends the licenses of all the investment adviser's investment adviser representatives. (G) It is sufficient cause for refusal, revocation, or suspension of the license in case of a partnership, partnership association, corporation, or unincorporated association if any general partner of the partnership, manager of the partnership association, or executive officer of the corporation or unincorporated association is not of good business repute or has been guilty of any act or omission which would be cause for refusing or revoking the license of an individual dealer, salesperson, investment adviser, investment adviser representative, or portal operator. The Legislative Service Commission presents the text of this section as a composite of the section as amended by multiple acts of the General Assembly. This presentation recognizes the principle stated in R.C. 1.52(B) that amendments are to be harmonized if reasonably capable of simultaneous operation. Last updated October 9, 2021 at 5:24 AM
Ohio Rev. Code § 1701.91 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.91
§ 1701.91. Judicial dissolution
Status: in_force

May 4, 2012 House Bill 48 - 129th General Assembly (A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the corporation to be wound up by its directors as in the case of voluntary dissolution, or by proceedings in, and under the order of, the court of common pleas of the county in this state in which the corporation has its principal office; (2) By an order of the court of common pleas of the county in this state in which such corporation has its principal office, in an action brought by holders of shares entitled to dissolve the corporation voluntarily, when it is established that any of the following are true: (a) That its articles have been canceled or its period of existence has expired; (b) That the corporation is insolvent or is unable to afford reasonable security to those who may deal with it and that it is necessary in order to protect the creditors of the corporation that the corporation be judicially dissolved; (c) That the objects of the corporation have wholly failed or are entirely abandoned or that their accomplishment is impracticable; (3) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by the holders of shares entitling them to exercise at least two-thirds of the voting power of the corporation on such proposal when it is established that it is beneficial to the shareholders that the corporation be judicially dissolved, or the holders of such lesser proportion as are entitled by the articles to dissolve the corporation voluntarily; (4) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by one-half of the directors when there is an even number of directors or by the holders of shares entitling them to exercise at least two-thirds of the voting power, when it is established that the corporation has an even number of directors who are deadlocked in the management of the corporate affairs and the shareholders are unable to break the deadlock, or when it is established that the corporation has an uneven number of directors and that the shareholders are deadlocked in voting power and unable to agree upon or vote for the election of directors as successors to directors whose terms normally would expire upon the election of their successors. Under these circumstances, dissolution of the corporation shall not be denied on the ground that the corporation is solvent or on the ground that the business of the corporation has been or could be conducted at a profit. (5) By an order of the court of common pleas of the county in which the corporation, whether for profit or nonprofit, has its principal office, in an action brought by the prosecuting attorney of the county, when it is found that the corporation was organized or systematically used to further criminal purposes, or as a subterfuge to engage in prostitution, gambling, loan sharking, drug abuse, illegal drug distribution, counterfeiting, obscenity, extortion, corruption of law enforcement officers or other public officers, officials, or any employees, or any other criminal activity. (B) A complaint for judicial dissolution shall be verified by any of the complainants and shall set forth facts showing that the case is one of those specified in this section. Unless the complainants set forth in the complaint that they are unable to annex a list of shareholders, a schedule shall be annexed to the complaint setting forth the name of each shareholder, his address if it is known or the fact that it is not known, the number of shares owned by him, and any balance unpaid on his shares . (C) Upon the filing of a complaint for judicial dissolution, the court with which it is filed shall have power to issue injunctions, to appoint a receiver with such authority and duties as the court from time to time may direct, to take such other proceedings as may be necessary to protect the property or the rights of the complainants or of the persons interested, and to carry on the business of the corporation until a full hearing can be had. Upon or after the filing of a complaint for judicial dissolution, the court, by injunction or order, may stay the prosecution of any proceeding against the corporation or involving any of its property and require the parties to the proceeding to present and prove their claims, demands, rights, interests, or liens, at the time and in the manner required of creditors or others. The court may refer the complaint to a special master commissioner. (D) After a hearing had upon such notice as the court may direct to be given to all parties to the proceeding and to any other parties in interest designated by the court, a final order based either upon the evidence, or upon the report of the special master commissioner if one has been appointed, shall be made dissolving the corporation or dismissing the complaint. An order or judgment for the judicial dissolution of a corporation shall contain a concise statement of the proceedings leading up to the order or judgment; the name of the corporation; the place in this state where its principal office is located; the names and addresses of its directors and officers; the name and address of a statutory agent; and, if desired, such other provisions with respect to the judicial dissolution and winding up as are considered necessary or desirable. A certified copy of such order forthwith shall be filed in the office of the secretary of state, whereupon the corporation shall be dissolved. To the extent consistent with orders entered in such proceeding, the effect of such judicial dissolution shall be the same as in the case of voluntary dissolution, and the provisions of sections 1701.87 , 1701.88 , 1701.89 , and 1701.90 of the Revised Code relating to the required notice a corporation shall give of a dissolution and the authority and duties of directors during the winding up of the affairs of a corporation dissolved voluntarily, with respect to the jurisdiction of courts over the winding up of the affairs of a corporation, and with respect to receivers for winding up the affairs of a corporation shall be applicable to corporations judicially dissolved. (E) A judicial proceeding under this section concerning the judicial dissolution of a corporation is a special proceeding, and final orders in it may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure or the Rules of Practice of the Supreme Court, whichever are applicable, and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code.
Ohio Rev. Code § 1761.14 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.14
§ 1761.14. Record and use of income
Status: in_force

September 14, 1988 House Bill 796 - 117th General Assembly (A) A credit union share guaranty corporation shall record income from investments in an income account, and may use such income to defray expenses of operations. Income from all sources that exceeds an amount determined by the board of directors to be adequate to provide for current expenses may be credited to participating credit unions' accounts. (B) Expenses of operations that exceed income from all sources at year end shall be charged, first to undivided or retained earnings, and then to participating credit unions' accounts. Each participating credit union's accounts shall be charged ratably based on the account balance for the amount of the excess.
Ohio Rev. Code § 1702.53 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.53
§ 1702.53. Certified copies as evidence
Status: in_force

October 24, 2024 House Bill 301 - 135th General Assembly (A) A copy of the articles or amended articles filed in the office of the secretary of state, certified by the secretary of state, shall be conclusive evidence, except as against the state, that the corporation has been incorporated under the laws of this state; and a copy duly certified by the secretary of state of any certificate of amendment or other certificate filed in the secretary of state's office shall be prima-facie evidence of such amendment or of the facts stated in any such certificate, and of the observance and performance of all antecedent conditions necessary to the action which such certificate purports to evidence. (B) A copy of amended articles filed in the office of the secretary of state, certified by the secretary of state, shall be accepted in this state and other jurisdictions in lieu of the original articles, amendments thereto, and prior amended articles. (C) The original or a copy of the record of minutes of the proceedings of the incorporators of a corporation, or of the proceedings or meetings of the members or any class of members, or of the directors, or of any committee thereof, including any written consent, waiver, release, or agreement entered in such record or minutes, or the original or a copy of a statement that no specified proceeding was had or that no specified consent, waiver, release, or agreement exists, shall, when certified to be true by the secretary or an assistant secretary of a corporation, be received in the courts as prima-facie evidence of the facts stated therein. Every meeting referred to in such certified original or copy shall be deemed duly called and held, and all motions and resolutions adopted and proceedings had at such meeting shall be deemed duly adopted and had, and all elections of directors and all elections or appointments of officers chosen at such meeting shall be deemed valid, until the contrary is proved; and whenever a person who is not a member of a corporation has acted in good faith in reliance upon any such certified original or copy, it is conclusive in the person's favor. (D)(1) A certificate issued by the secretary of state confirming that a corporation is in good standing is, for seven days after the date on the certificate, conclusive evidence of both of the following: (a) That the authority of a domestic corporation has not been limited as described in section 1702.49 or 1702.52 of the Revised Code, provided that both of the following apply: (i) The person relying on the certificate had no knowledge that the corporation's articles had been canceled. (ii) The certificate is not presented as evidence against the state. (b) That the license authorizing a foreign corporation to transact business in this state has not expired, been canceled, or been surrendered. (2) For purposes of division (D) of this section, "good standing" means that the authority of the corporation to carry on business is not limited by section 1702.49 of the Revised Code. Last updated August 28, 2024 at 1:39 PM
Ohio Rev. Code § 1711.071 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.071
§ 1711.071. Agricultural society treasurer's duties
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly The treasurer of a county or independent agricultural society, or a person under the supervision of the treasurer, shall collect, account for, record, deposit, and disburse all funds of the society.
Ohio Rev. Code § 1731.02 — Ohio Revised Code / Title 17 / Chapter 1731 / § 1731.02
§ 1731.02. Encouraging alliances of small employers to obtain health benefit plans
Status: in_force

January 14, 1993 House Bill 478 - 119th General Assembly (A) It is determined and declared that the provision of health care to employees and retirees in this state and to their dependents and families is of paramount public importance to the economic and general welfare of the people of the state, that rising costs of health care have made it difficult for small employers to provide for health care benefits, that the creation of alliances of small employers to bargain with insurers better assures the obtaining of adequate coverage and benefits under health benefit plans at affordable costs and that the larger the number of employees and other covered persons under such alliance, the more certain is the achievement of those objectives, and that it is the public policy and a public purpose of the state to encourage alliances of small employers to obtain health benefit plans, and to permit flexibility in the coverage and benefits thereunder and encourage substantial size in such alliances, in order to enhance strength in bargaining and economies of scale and thereby achieve broader coverage and benefit options at reduced costs. (B) The provisions and authority under and benefits provided by this chapter shall be liberally construed and applied toward the achievement of the public objectives set forth in division (A) of this section. (C) The provisions and authority provided by this chapter are in addition to and not in derogation of other authority under law and do not reflect adversely on any existing or future health benefit organization, program, or arrangement for the benefit of more than one employer that is established under other authority. Any such organization, program, or arrangement that fits the definitions of "small employer health care alliance" and "alliance program," respectively, in section 1731.01 of the Revised Code and otherwise conforms to the applicable conditions and provisions of this chapter is entitled to all applicable benefits under this chapter.
Ohio Rev. Code § 1711.03 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.03
§ 1711.03. Reimbursement to agricultural societies for junior club work
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly (A)(1) The board of county commissioners of a county, in which a county or independent agricultural society is located that receives state or county aid, annually shall appropriate an amount determined by the board for the society's junior club. The board shall ensure that the amount appropriated is at least one hundred dollars. The board shall certify the amount appropriated to the county auditor. (2) The county auditor shall request the county treasurer to pay the certified amount to the appropriate county or independent agricultural society. Upon receipt of the request, the county treasurer shall pay the requested amount to the society. (B)(1) In any county in which there is no agricultural society that is then receiving state or county aid, the board of county commissioners of the county annually may appropriate to any society, either county or independent, located in an adjoining county, an amount of money for the purpose of encouraging junior club work in the county having no society. The board shall certify the amount appropriated to the county auditor. (2) The county auditor shall request the county treasurer to pay the certified amount to the appropriate county or independent agricultural society. Upon receipt of the request, the county treasurer shall pay the requested amount to the society.
Ohio Rev. Code § 1706.28 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.28
§ 1706.28. Contributions of members of a limited liability company
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly A contribution of a member to a limited liability company, or a series thereof, may consist of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.
Ohio Rev. Code § 1703.29 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.29
§ 1703.29. Unlicensed foreign corporation contracts not affected - corporation cannot maintain an action
Status: in_force

October 24, 2024 Senate Bill 98 - 135th General Assembly (A) The failure of any corporation to obtain a license under sections 1703.01 to 1703.31 of the Revised Code, does not affect the validity of any contract with such corporation, but no foreign corporation that should have obtained such license shall maintain any action in any court until it has obtained such license. Before any such corporation shall maintain such action on any cause of action arising at the time when it was not licensed to transact business in this state, it shall pay to the secretary of state a forfeiture of two hundred fifty dollars and file in the secretary of state's office the papers required by divisions (B) or (C) of this section, whichever is applicable. (B) If such corporation has not been previously licensed to do business in this state or if its license has been surrendered it shall file as required by division (A) of this section: (1) Its application for a license certificate, together with the filing fee, with such information as the secretary of state requires as to the time it began to transact business in this state and as to the number of its issued shares represented in this state, and with the license fees on its shares represented in this state plus a forfeiture of fifteen per cent thereon. (2) A certificate from the tax commissioner that the corporation has paid all taxes that it should have paid had it qualified to do business in this state at the time it began to do so, plus any penalties assessable on said taxes on account of failure to pay them within the time prescribed by law, or a certificate of the commissioner that the corporation has furnished security satisfactory to the commissioner for the payment of all such taxes and penalties. (C) If such corporation has been previously licensed to transact business in this state and its license has expired or has been canceled by the secretary of state upon order of the commissioner, or for failure to designate an agent for service of process, it shall file, within two years of the cancellation or expiration, with the secretary of state its application for reinstatement, as provided by law, together with the proper reinstatement fee plus a forfeiture of fifteen per cent thereon. Upon the filing of such application and payment of such fees and penalties or forfeitures, the secretary of state shall issue to such corporation a license certificate. Last updated August 28, 2024 at 4:31 PM
Ohio Rev. Code § 1727.03 — Ohio Revised Code / Title 17 / Chapter 1727 / § 1727.03
§ 1727.03. Maintenance of libraries and museum
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly An association coming within the purview of section 1727.01 of the Revised Code may maintain libraries, and a museum of art consisting of models of such improved instruments and machinery as are best calculated to promote the interests of agriculture, for the benefit of such association, under such regulations as its members adopt.
Ohio Rev. Code § 1733.13 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.13
§ 1733.13. Voting
Status: in_force

March 20, 2019 House Bill 489 - 132nd General Assembly (A) Each voting member present in person, by proxy, by mail ballot, by electronic ballot, or as otherwise prescribed by a credit union's bylaws is entitled to cast one vote, irrespective of the number of shares the member owns, on each matter properly submitted to the members for their vote, consent, waiver, release, or other action. (B) The chairperson of the board, the president, any vice-president, secretary, or treasurer of any association member of the credit union shall conclusively be presumed to have authority to cast the vote of such association member and to appoint proxies and execute consents, waivers, releases, on its behalf, unless before a vote is taken or a consent, waiver, or release is acted upon, it appears by a certified copy of the code of regulations, bylaws, or a resolution of the trustees, directors, or executive committee of the said association member, that such authority does not exist or is vested in some other officer or person. For the purposes of this section, a person exercising such authority as such officer is prima-facie to be considered duly elected, qualified, and acting as such officer. (C) If the articles or regulations so provide, any person, who is entitled to attend a members' meeting to vote thereat, or to execute consents, waivers, or releases, may: (1) Vote thereat, and execute consents, waivers, and releases, and exercise any of the person's other rights, by mail ballot delivered to, or electronic ballot received by, the office of the credit union at least seven days prior to the date set for the meeting. At least thirty days' notice shall be given to all eligible members of the date set for such meeting. No mail ballot or electronic ballot shall be valid after the expiration of eleven months after delivery to or receipt by the credit union. The form of any mail ballot or electronic ballot shall comply with criteria established by the superintendent of financial institutions or have the prior written approval of the superintendent. (2) Be represented at such meeting or vote thereat, and execute consents, waivers, and releases, and exercise any of the person's other rights, by proxy or proxies appointed by a writing signed by such person. No appointment of a proxy shall be valid after the expiration of eleven months after it is made. The form of any proxy shall comply with criteria established by the superintendent or have the prior written approval of the superintendent.
Ohio Rev. Code § 1776.05 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.05
§ 1776.05. Execution, filing, and recording of statements
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state provided that it is accompanied by a form the secretary of state prescribes for that purpose. Either filing has the effect provided in this chapter with respect to partnership property located in, or transactions that occur in, this state. (B) A certified copy of a statement filed in the office of the secretary of state and recorded in the office of a county recorder in this state has the effect provided for recorded statements in this chapter with respect to real property in the county in which recorded. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state does not have the effect provided for recorded statements in this chapter. (C) At least one partner or one person the partnership authorizes shall execute any statement a partnership files. A partner, a person the partnership authorizes, or other person this chapter authorizes shall execute other statements. An individual who executes a statement shall personally declare, under penalty of perjury, that the contents of the statement are accurate. (D) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation. (E) A person who files a statement pursuant to this chapter shall promptly send a copy of that statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. (F) The secretary of state may collect a fee for filing a statement or providing a certified copy of a statement. The county recorder may collect a fee for recording a statement. (G) When a partnership files its first statement with the secretary of state, the secretary of state shall assign a unique identifying number to that partnership. Whenever a person files a statement relating to a partnership to which the secretary of state has assigned an identifying number or files a statement with a county recorder, the statement shall include the identifying number assigned to the partnership.
Ohio Rev. Code § 1702.30 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.30
§ 1702.30. Authority of directors
Status: in_force

October 24, 2024 House Bill 301 - 135th General Assembly (A) Except where the law, the articles, or the regulations require that action be otherwise authorized or taken, all of the authority of a corporation shall be exercised by or under the direction of its directors. For their own government, the directors may adopt bylaws that are not inconsistent with the articles or the regulations. (B) A director shall perform the director's duties as a director, including the duties as a member of any committee of the directors upon which the director may serve, in good faith, in a manner the director reasonably believes to be in or not opposed to the best interests of the corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. A director serving on a committee of directors is acting as a director. (C) In performing a director's duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by any of the following: (1) One or more directors, officers, or employees of the corporation who the director reasonably believes are reliable and competent in the matters prepared or presented; (2) Counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence; (3) A committee of the directors upon which the director does not serve, duly established in accordance with a provision of the articles or the regulations, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. (D) For purposes of division (B) of this section, the following apply: (1) A director shall not be found to have violated the director's duties under division (B) of this section, unless it is proved, by clear and convincing evidence that the director has not acted in good faith, in a manner the director reasonably believes to be in or not opposed to the best interests of the corporation, or with the care that an ordinarily prudent person in a like position would use under similar circumstances in any action brought against a director, including actions involving or affecting any of the following: (a) A change or potential change in control of the corporation; (b) A termination or potential termination of the director's service to the corporation as a director; (c) The director's service in any other position or relationship with the corporation. (2) A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause reliance on information, opinions, reports, or statements that are prepared or presented by the persons described in divisions (C)(1) to (3) of this section, to be unwarranted. (3) Nothing in this division limits relief available under section 1702.301 of the Revised Code. (E) A director shall be liable in damages for any action that the director takes or fails to take as a director only if it is proved by clear and convincing evidence in a court of competent jurisdiction that the director's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or undertaken with a reckless disregard for the best interests of the corporation. Nothing in this division affects the liability of directors under section 1702.55 of the Revised Code. This division does not apply if, and only to the extent that, at the time of a director's act or omission that is the subject of complaint, the articles or the regulations of the corporation state by specific reference to this division that the provisions of this division do not apply to the corporation. (F) For purposes of this section, a director, in determining what the director reasonably believes to be in the best interests of the corporation, shall consider the purposes of the corporation and, in the director's discretion, may consider any of the following: (1) The interests of the corporation's employees, suppliers, creditors, and customers; (2) The economy of this state and nation; (3) Community and societal considerations; (4) The long-term as well as short-term interests of the corporation, including the possibility that these interests may be best served by the continued independence of the corporation. (G) Nothing in division (D) or (E) of this section affects the duties of a director who acts in any capacity other than in the capacity as a director. Last updated August 28, 2024 at 1:35 PM
Ohio Rev. Code § 1715.15 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.15
§ 1715.15. Incorporation of religious printing and publishing houses
Status: in_force

October 4, 1996 House Bill 495 - 121st General Assembly When a conference, presbytery, assembly, association, or other general ecclesiastical body held in the United States, in conformity with the regulations prescribed by it, elects any number of persons, not fewer than three, as trustees or directors of a printing and publishing house, to hold such office until their successors are elected by that ecclesiastical body, and a certificate of the election of those persons, setting forth the name by which the printing and publishing corporation is to be known and signed by any authorized officer of that ecclesiastical body, together with the written acceptance of the office by the persons elected thereto, is filed in the office of the secretary of state, those trustees are a corporation under the name set forth in the certificate. A corporation established by special act of the legislature for printing and publishing under the ownership or direction of a religious sect, association, or denomination, and whose charter has expired, may be renewed by compliance on the part of that sect, association, or denomination with this section; and the title to all property belonging to the former corporation at the expiration of its charter becomes vested in the corporation so established.
Ohio Rev. Code § 1706.84 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.84
§ 1706.84. Application of chapter amendments
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to limited liability companies and members and agents whether or not existing as such at the time of the enactment of any such amendment. Disclaimer Contact About
Ohio Rev. Code § 1701.38 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.38
§ 1701.38. Annual report
Status: in_force

March 24, 2021 Senate Bill 21 - 133rd General Assembly (A) At the annual meeting of shareholders, or the meeting held in lieu of it, every corporation, except a banking corporation, shall lay before the shareholders financial statements, which may be consolidated, and, as applicable, written statements or reports, consisting of: (1) A balance sheet containing a summary of the assets, liabilities, stated capital, if any, and surplus (showing separately any capital surplus arising from unrealized appreciation of assets, other capital surplus, and earned surplus) as of the end of the corporation's most recent fiscal year, except that, if consolidated financial statements are laid before the shareholders, the consolidated balance sheet shall show separately or disclose by a note the amount of consolidated surplus that does not constitute under the Revised Code earned surplus of the corporation or any of its subsidiaries and that is not classified as stated capital or capital surplus on the consolidated balance sheet; (2) A statement of profit and loss and surplus, including a summary of profits, dividends or distributions paid, and other changes in the surplus accounts, for the period commencing with the date marking the end of the period for which the last preceding statement of profit and loss required under this section was made and ending with the date of the balance sheet or, in the case of the first statement of profit and loss, for the period commencing with the date of incorporation of the corporation and ending with the date of the balance sheet; (3) If the corporation is a benefit corporation, any written statement or report required by the articles, regulations, or a written agreement of the benefit corporation concerning the beneficial purposes of the benefit corporation and the activities of the benefit corporation toward those beneficial purposes and related provisions set forth in the corporation's articles. (B) The financial statements shall have appended to them an opinion signed by the president or a vice-president or the treasurer or an assistant treasurer of the corporation or by a public accountant or firm of public accountants to the effect that the financial statement presents fairly the financial position of the corporation and the results of its operations in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding period, or to the effect that the financial statements have been prepared on the basis of accounting practices and principles that are reasonable in the circumstances. (C) Upon request of any shareholder made in writing or by any other means of communication authorized by the corporation prior to the date of the meeting described in division (A) of this section, the corporation shall send a copy of any financial statements, written statements, and reports, as applicable, laid or to be laid before the shareholders at the meeting to the shareholder by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the copy is sent on or before the later of the following: (1) The fifth day after the receipt of the written request; (2) The earlier of the following: (a) The fifth day before the date of the meeting; (b) The fifth day after the expiration of four months from the date of the balance sheet described in division (A)(1) of this section. (D) If the meeting described in division (A) of this section is to be held solely by means of communications equipment, the corporation shall make the financial statements, written statements, and reports described in that division, as applicable, open to the examination of any shareholder or proxyholder during the whole time of the meeting on a reasonably accessible electronic network. The directors may adopt guidelines and procedures to permit the corporation to verify that any person accessing the financial statements, written statements, or reports is a shareholder or proxyholder.
Ohio Rev. Code § 1729.61 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.61
§ 1729.61. Complaint for judicial dissolution
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly (A) An association may be dissolved judicially and its affairs wound up by an order of the court of common pleas of the county in this state in which the association has its principal place of business, in an action brought by the members having sixty per cent of the voting power of the association on such proposal, or the holders of a lesser proportion as are entitled by the articles of incorporation to dissolve the association voluntarily, when it is established that it is beneficial to the members, patrons, and stockholders that the association be judicially dissolved. However, if the association has no principal place of business in this state, the court of common pleas in the county in this state where the statutory agent resides may dissolve and wind up the affairs of an association in accordance with this division. (B) A complaint for judicial dissolution shall be verified by any of the complainants and shall set forth facts showing that the case is as specified in this section. Unless the complainants set forth in the complaint that they are unable to annex a list of members, patrons, or stockholders, a schedule shall be annexed to the complaint setting forth the name and address of each member, patron, and stockholder, if it is known, or the fact that it is not known. (C) Upon the filing of a complaint for judicial dissolution, the court with which it is filed shall have power to issue injunctions; to appoint a receiver with such authority and duties as the court from time to time may direct; to take other proceedings as may be necessary to protect the property or the rights of the members, patrons, and stockholders; and to carry on the business of the association until a full hearing can be conducted. Upon or after the filing of a complaint for judicial dissolution, the court, by injunction or order, may stay the prosecution of any proceeding against the association or involving any of its property and require the parties to the proceeding to present and prove their claims, demands, rights, interests, or liens, at the time and in the manner required of creditors or others. The court may refer the complaint to a special master commissioner. (D) After a hearing upon such notice as the court directs to be given to all parties to the proceeding and to any other parties in interest designated by the court, a final order based either upon the evidence, or upon the report of the special master commissioner if one has been appointed, shall be made dissolving the association or dismissing the complaint. An order or judgment for the judicial dissolution of an association shall contain a concise statement of the proceedings leading up to the order or judgment, the name of the association, the place where its principal place of business is located, the names and addresses of its directors and officers, the name and address of a statutory agent, and, if desired, other provisions with respect to the judicial dissolution and winding up as are considered necessary or desirable. A certified copy of the order shall be filed in the office of the secretary of state, whereupon the association shall be dissolved. To the extent consistent with orders entered in such proceeding, the effect of judicial dissolution shall be the same as in the case of voluntary dissolution, and the provisions of sections 1729.58 , 1729.59 , and 1729.60 of the Revised Code relating to the authority and duties of directors during the winding up of the affairs of an association dissolved voluntarily, with respect to the jurisdiction of courts over the winding up of the affairs of an association, and with respect to receivers for winding up the affairs of an association, shall be applicable to associations judicially dissolved. (E) A proceeding under this section for judicial dissolution of an association is a special proceeding, and final orders in it may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code.
Ohio Rev. Code § 1713.10 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.10
§ 1713.10. Endowment fund diverted
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The board of trustees of a corporation incorporated to create, hold, and manage a college endowment fund, the articles of incorporation of which provide that the fund may be applied to any object not inconsistent with the purposes of education different from that particularly specified therein, may apply to the court of common pleas in the county in which the corporation is located for permission to make such change, designating particularly the purposes to which it is proposed to apply the fund. On being satisfied that such change is not inconsistent with the object of the original creation and institution of the fund, the court shall authorize and sanction it.
Ohio Rev. Code § 1745.49 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.49
§ 1745.49. Effective date of merger or consolidation
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly The merger or consolidation shall become effective at the time that the constituent entities have complied with the laws of each state under the laws of which the constituent entities exist or at any later date that the agreement of merger or consolidation specifies.
Ohio Rev. Code § 1713.39 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.39
§ 1713.39. Liability for having unlawful possession of body
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly A person, association, or company, having unlawful possession of the body of a deceased person shall be jointly and severally liable with any other persons, associations, and companies that have had unlawful possession of such body, in any sum not less than five hundred nor more than five thousand dollars, to be recovered at the suit of the personal representative of the deceased in any court of competent jurisdiction, for the benefit of the next of kin of the deceased.
Ohio Rev. Code § 1702.301 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.301
§ 1702.301. Interest of director or officer in contract
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly (A) Unless otherwise provided in the articles or the regulations: (1) No contract, action, or transaction is void or voidable with respect to a corporation because the contract, action, or transaction is between or affects the corporation and one or more of its directors or officers, or is between or affects the corporation and any other person in which one or more of the corporation's directors or officers are directors or officers, or in which one or more of the corporation's directors or officers have a financial or personal interest, or because one or more interested directors or officers participate in or vote at the meeting of the directors or a committee of the directors that authorizes the contract, action, or transaction, if any of the following applies: (a) The material facts as to the director's relationship or interest and as to the contract, action, or transaction are disclosed or are known to the directors or the committee, and the directors or committee, in good faith reasonably justified by the material facts, authorizes the contract, action, or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum of the directors or the committee; (b) The material facts as to the director's relationship or interest and as to the contract, action, or transaction are disclosed or are known to the members entitled to vote on the contract, action, or transaction, and the contract, action, or transaction is specifically approved at a meeting of the members held for the purpose of voting on the contract, action, or transaction, by the affirmative vote of a majority of the voting members of the corporation who are not interested in the contract, action, or transaction; (c) The contract, action, or transaction is fair as to the corporation as of the time it is authorized or approved by the directors, a committee of the directors, or the members. (2) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the directors, or of a committee of the directors, that authorizes such a contract, action, or transaction. (3) The directors, by the affirmative vote of a majority of those in office, and irrespective of any financial or personal interest of any of the directors, shall have authority to establish reasonable compensation, which may include pension, disability, and death benefits, for services to the corporation by directors and officers, or to delegate that authority to establish reasonable compensation to one or more officers or directors. (B) Divisions (A)(1) and (2) of this section do not limit or otherwise affect the liability of directors under section 1702.55 of the Revised Code. (C) For purposes of division (A) of this section, a director is not an interested director solely because the subject of a contract, action, or transaction may involve or effect a change in control of the corporation or the director's continuation in office as a director of the corporation. (D) For purposes of this section, "action" means a resolution that is adopted by the directors or a committee of the directors.
Ohio Rev. Code § 1751.06 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.06
§ 1751.06. Powers upon obtaining certificate
Status: in_force

March 22, 1999 House Bill 698 - 122nd General Assembly Upon obtaining a certificate of authority as required under this chapter, a health insuring corporation may do all of the following: (A) Enroll individuals and their dependents in either of the following circumstances: (1) The individual resides or lives in the approved service area. (2) The individual's place of employment is located in the approved service area. (B) Contract with providers and health care facilities for the health care services to which enrollees are entitled under the terms of the health insuring corporation's health care contracts; (C) Contract with insurance companies authorized to do business in this state for insurance, indemnity, or reimbursement against the cost of providing emergency and nonemergency health care services for enrollees, subject to the provisions set forth in this chapter and the limitations set forth in the Revised Code; (D) Contract with any person pursuant to the requirements of division (A)(18) of section 1751.03 of the Revised Code for managerial or administrative services, or for data processing, actuarial analysis, billing services, or any other services authorized by the superintendent of insurance. However, a health insuring corporation shall not enter into a contract for any of the services listed in this division with an insurance company that is not authorized to engage in the business of insurance in this state. (E) Accept from governmental agencies, private agencies, corporations, associations, groups, individuals, or other persons, payments covering all or part of the costs of planning, development, construction, and the provision of health care services; (F) Purchase, lease, construct, renovate, operate, or maintain health care facilities, and their ancillary equipment, and any property necessary in the transaction of the business of the health insuring corporation; (G) In the employer group market, impose an affiliation period of not more than sixty days, or for late enrollees an affiliation period of not more than ninety days, which period begins on the individual's date of enrollment and runs concurrently with any waiting period imposed under the coverage. For purposes of this division, "affiliation period" means a period of time which, under the terms of the coverage offered, must expire before the coverage becomes effective. No health care services or benefits need to be provided during an affiliation period, and no periodic prepayments can be charged for any coverage during that period. (H) If a health insuring corporation offers coverage in the small employer group market through a network plan, limit or deny the coverage in accordance with section 3924.031 of the Revised Code; (I) Refuse to issue coverage in the small employer group market pursuant to section 3924.032 of the Revised Code; (J) Establish employer contribution rules or group participation rules for the offering of coverage in connection with a group contract in the small employer group market, as provided in division (E)(1) of section 3924.03 of the Revised Code. Nothing in this section shall be construed as prohibiting a health insuring corporation without other commercial enrollment from contracting solely with federal health care programs regulated by federal regulatory bodies. Nothing in this section shall be construed to limit the authority of a health insuring corporation to perform those functions not otherwise prohibited by law.
Ohio Rev. Code § 1703.02 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.02
§ 1703.02. Corporations excepted
Status: in_force

May 21, 1997 Senate Bill 40 - 122nd General Assembly Sections 1703.01 to 1703.31 of the Revised Code do not apply to corporations engaged in this state solely in interstate commerce, including the installation, demonstration, or repair of machinery or equipment sold by them in interstate commerce, by engineers, or by employees especially experienced as to such machinery or equipment, as part thereof; to credit unions, title guarantee and trust companies, bond investment companies, and insurance companies; or to public utility companies engaged in this state in interstate commerce.
Ohio Rev. Code § 1707.151 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.151
§ 1707.151. Application for and issuance of investment adviser's license
Status: in_force

December 29, 2023 Senate Bill 131 - 134th General Assembly (A) Application for an investment adviser's license shall be made in accordance with this section and by filing with the division of securities the information, materials, and forms specified in rules adopted by the division. (B)(1) The division may investigate any applicant for a license and may require any additional information as it considers necessary to determine the applicant's business repute and qualifications to act as an investment adviser. (2) If the application for any license involves investigation outside of this state, the applicant may be required by the division to advance sufficient funds to pay any of the actual expenses of the examination. The division shall furnish the applicant with an itemized statement of such expenses that the applicant is required to pay. (C) The division shall by rule require a natural person who is an applicant for an investment adviser's license to pass an examination designated by the division or achieve a specified professional designation. (D) An investment adviser licensed under section 1707.141 of the Revised Code shall employ only investment adviser representatives licensed, or exempted from licensure, under section 1707.161 of the Revised Code. (E)(1) Except as provided in division (E)(2) of this section, if the division finds that the applicant is of good business repute, appears to be qualified to act as an investment adviser, and has complied with this chapter and rules adopted under this chapter by the division, the division, upon payment of the fees prescribed by division (B) of section 1707.17 of the Revised Code, shall issue to the applicant a license authorizing the applicant to act as an investment adviser. (2) The division shall issue a license to act as an investment adviser in accordance with Chapter 4796. of the Revised Code to an applicant if either of the following applies: (a) The applicant holds a license in another state. (b) The applicant has satisfactory work experience, a government certification, or a private certification as described in that chapter as an investment adviser in a state that does not issue that license. Last updated December 29, 2023 at 7:13 AM
Ohio Rev. Code § 1707.46 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.46
§ 1707.46. Duties of commissioner of securities
Status: in_force

September 29, 2005 House Bill 66 - 126th General Assembly The principal executive officer of the division of securities shall be the commissioner of securities, who shall be appointed by the director of commerce. The commissioner of securities shall enforce all the laws and administrative rules enacted or adopted to regulate the sale of bonds, stocks, and other securities and to prevent fraud in such sales. The commissioner also shall enforce all the laws and administrative rules enacted or adopted to regulate investment advisers, investment adviser representatives, state retirement system investment officers, and the bureau of workers' compensation chief investment officer and to prevent fraud in their acts, practices, and transactions. The commissioner shall be paid at a rate not less than pay range 47 set out in schedule E-2 of section 124.152 of the Revised Code, to be paid as other operating expenses of the division.
Ohio Rev. Code § 1733.341 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.341
§ 1733.341. Conversions
Status: in_force

September 29, 1994 House Bill 695 - 120th General Assembly Any credit union operating under this chapter may convert to a federally chartered credit union and any federally chartered credit union operating in this state may convert to a credit union organized under this chapter upon compliance with applicable state and federal laws, rules, and regulations. Any production credit association organized under the "Farm Credit Act of 1971," 85 Stat. 583, 12 U.S.C.A. 2091 to 2097, may convert to a credit union organized under this chapter upon compliance with applicable state and federal laws and regulations and with the approval of the superintendent of credit unions.
Ohio Rev. Code § 1702.99 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.99
§ 1702.99. Penalty
Status: in_force

January 1, 1974 House Bill 511 - 109th General Assembly Whoever violates section 1702.57 of the Revised Code shall be fined not less than one hundred nor more than one thousand dollars. Disclaimer Contact About
Ohio Rev. Code § 1710.11 — Ohio Revised Code / Title 17 / Chapter 1710 / § 1710.11
§ 1710.11. Adopting written rules prescribing competitive bidding procedures for contracts
Status: in_force

October 26, 1995 Senate Bill 96 - 121st General Assembly The board of directors of a special improvement district shall adopt written rules prescribing competitive bidding procedures for contracts awarded under this chapter. The procedures may differ from competitive bidding procedures applicable to the participating political subdivisions of the district or those provided in Chapter 735. of the Revised Code. The rules shall provide for advertising for bids and specify the bidding procedures to be followed, and may specify conditions under which competitive bidding is not required and other conditions such as establishing a dollar limit per contract or specifying particular parties to a contract.
Ohio Rev. Code § 1703.12 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.12
§ 1703.12. Supplemental license certificate
Status: in_force

September 29, 1997 House Bill 215 - 122nd General Assembly Upon the filing of an amendment by a foreign corporation increasing its number of authorized shares in this state, the secretary of state shall issue to the corporation a supplemental license certificate setting forth the number of shares that the corporation is authorized to have represented in this state.
Ohio Rev. Code § 1733.181 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.181
§ 1733.181. Removal from office
Status: in_force

July 14, 1987 Senate Bill 149 - 117th General Assembly (A)(1) Whenever, in the opinion of the superintendent of credit unions, any director, officer, committee member, employee, agent, or other person participating in the conduct of the affairs of a credit union has committed any violation of law or rule, or of a cease-and-desist order, or has engaged or participated in any unsafe or unsound practice in connection with the credit union, or has committed or engaged in any act, omission, or practice which constitutes a breach of his fiduciary duty as director, officer, committee member, or other person, and the superintendent determines that the credit union has suffered or will probably suffer substantial financial loss or other damage or that the interests of its members could be seriously prejudiced by reason of such violation or practice or breach of fiduciary duty, the superintendent may serve upon such director, officer, committee member, or other person a written notice of his intention to remove him from office. (2) Whenever, in the opinion of the superintendent, any director, officer, or committee member of a credit union, by conduct or practice with respect to another credit union or other business institution which resulted in substantial financial loss or other damage, has evidenced his personal dishonesty or unfitness to continue as a director, officer, or committee member, and whenever, in the opinion of the superintendent, any other person participating in the conduct of the affairs of the credit union, by conduct or practice with respect to such credit union or another credit union or other business institution which resulted in substantial financial loss or other damage, has evidenced his personal dishonesty or unfitness to participate in the conduct of the affairs of such credit union, the superintendent may serve upon such director, officer, committee member, or other person a written notice of his intention to remove him from office or to prohibit his further participation in any manner in the conduct of the affairs of such credit union. (3) With respect to any director, committee member, or officer of a credit union or any other person, the superintendent may, if he considers it necessary for the protection of the credit union or the interests of its members, by written notice to such effect served upon such director, committee member, officer, or other person, suspend him from office or prohibit him from further participation in any manner in the conduct of the affairs of the credit union. Such suspension or prohibition shall become effective upon service of such notice and shall remain in effect pending the completion of the administrative proceedings and until such time as the superintendent dismisses the charges specified in such notice, or, if an order of removal or prohibition is issued against the director, officer, or committee member or other person, until the effective date of any such order. Copies of any such notice shall also be served upon the credit union of which such person is a director, officer, or committee member or in the conduct of whose affairs he has participated. (B) A notice of intention to remove a director, officer, committee member, or other person or to prohibit his participation in the conduct of the affairs of a credit union, as served under division (A)(1) or (2) of this section, shall contain a statement of the facts constituting the grounds therefor, and shall inform the director, officer, committee member, or other person that he may request an adjudication hearing on the question of his removal or prohibition. Such a hearing shall be conducted in accordance with section 119.09 of the Revised Code. If the director, officer, committee member, or other person does not request a hearing, he shall be deemed to have consented to the issuance of an adjudication order of removal or prohibition. In the event of such consent, or if upon the record of such hearing the superintendent finds that any of the grounds specified in the notice have been established, he may issue an adjudication order removing the director, officer, committee member, or other person, or prohibiting his participation in the conduct of the affairs of the credit union. (C) Except as otherwise provided in this division, any person who is removed from the board of directors of a credit union under division (B) of this section, and who either does not appeal his removal or whose removal is upheld upon appeal, is forever disqualified from serving as a director of any credit union. If, however, the superintendent, upon written application of the person removed, and pursuant to an adjudication conducted in accordance with Chapter 119. of the Revised Code, finds a compelling reason for removing the disqualification of this division, he may issue an adjudication order removing the disqualification and declaring the person again eligible to serve as a director of a credit union.
Ohio Rev. Code § 1719.08 — Ohio Revised Code / Title 17 / Chapter 1719 / § 1719.08
§ 1719.08. Members and directors
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The officials named in a will providing for a charitable trust as specified in section 1719.06 of the Revised Code, the other persons therein named, and, in case the articles are filed by the executor, the not more than two citizens and residents of the county in which the charities are to be administered or the institution or school located who execute and acknowledge them with such executor, shall, upon the filing of the articles, become the members and directors of the corporation. As the term of any such official expires, his successor, by virtue of his office, thereupon shall become one of the members and directors of such corporation. Upon the death or resignation of any person named in such will as a director associated with such officials, his successor shall be appointed in the manner provided in such will if it makes provision therefor, or by the board of directors if it does not, and shall thereupon become a member and director of the corporation. Upon the death or resignation of either of the two citizens of the county, who have become directors by reason of joining in such articles of incorporation, his successor shall be chosen by the board and thereupon shall become a member and director of the corporation.
Ohio Rev. Code § 1729.03 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.03
§ 1729.03. Powers of association
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly Each association incorporated under this chapter shall have the following powers: (A) It may make contracts, incur liabilities, and borrow money; issue capital stock and other equity interests and issue certificates therefor; acquire property; and dispose of, mortgage, pledge, lease, or otherwise use in any manner, any of its property, or any interest in its property, wherever situated. (B) It may invest its funds, lend money for its purposes, and hold any property as security for repayment. (C) It may act as the agent or representative of any members or other patrons in any activities authorized by this chapter. (D) It may conduct its business and affairs, have offices, and exercise its power in the United States or in any foreign country. (E) It may establish reserves and invest these funds. (F) It may buy, hold, and exercise all privileges of ownership over such real or personal property as is necessary, convenient, or incidental to the conduct of any authorized business of the association. (G) It may establish, secure, own, and develop patents, trademarks, copyrights, service marks, and other intellectual property. (H) Notwithstanding Chapter 169. of the Revised Code, it may effectuate the forfeiture of any unclaimed stock or other equity interests, dividends, and patronage allocations, for which the owner cannot be found after a period of three years. Notice of the existence of unclaimed stock or other equity interests and a request for written acknowledgment from the owner to the association shall be evidence of a bona fide attempt to deliver the unclaimed stock or other equity interests to the owner. If the notice is not acknowledged within thirty days after the notice is sent or within the period specified in the notice, if longer, all such unclaimed stock or other equity interests specified in the notice are forfeited and become the property of the association. (I) It may make donations for charitable, scientific, educational, community development, or religious purposes, and may use all or part of the funds forfeited to the association under division (H) for these purposes. (J) It may do everything necessary, suitable, or proper for the accomplishment of any of the purposes enumerated in this section. In addition it may exercise and possess all powers, rights, and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged, and any other powers, rights, and privileges granted to corporations by the laws of this state, except as are inconsistent with the express provisions of this chapter.
Ohio Rev. Code § 1711.18 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.18
§ 1711.18. Issuance of county bonds to pay debts of county society
Status: in_force

September 29, 2011 House Bill 153 - 129th General Assembly In a county in which there is a county agricultural society indebted fifteen thousand dollars or more, and such society has purchased a fairground or title to such fairground is vested in fee in the county, the board of county commissioners, upon the presentation of a petition signed by not less than five hundred resident electors of the county praying for the submission to the electors of the county of the question whether or not county bonds shall be issued and sold to liquidate such indebtedness, shall, by resolution within ten days thereafter, fix a date, which shall be within thirty days, upon which the question of issuing and selling such bonds, in the necessary amount and denomination, shall be submitted to the electors of the county. The board also shall cause a copy of such resolution to be certified to the county board of elections and such board of elections, within ten days after such certification, shall proceed to make the necessary arrangements for the submission of such question to such electors at the time fixed by such resolution. Such election shall be held at the regular places of voting in the county and shall be conducted, canvassed, and certified, except as otherwise provided by law, as are elections of county officers. The county board of elections must give fifteen days' notice of such submission by publication in a newspaper of general circulation in the county once a week for two consecutive weeks or as provided in section 7.16 of the Revised Code, stating the amount of bonds to be issued, the purpose for which they are to be issued, and the time and places of holding such election. Those who vote in favor of the proposition shall have written or printed on their ballots "for the issue of bonds" and those who vote against it shall have written or printed on their ballots "against the issue of bonds." If a majority of those voting upon the question of issuing the bonds vote in favor thereof, then and only then shall they be issued and the tax provided for in section 1711.20 of the Revised Code be levied.
Ohio Rev. Code § 1706.51 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.51
§ 1706.51. Foreign limited liability company governing law
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following: (1) The organization and internal affairs of the foreign limited liability company; (2) The liability of a member as a member for the debts, obligations, or other liabilities of the foreign limited liability company or a series thereof; (3) The authority of the members and agents of a foreign limited liability company or a series thereof; (4) The liability of the following for the obligations of another series or the foreign limited liability company: (a) The assets of the foreign limited liability company; (b) The assets of a series thereof. (B) A foreign limited liability company's application for registration as a foreign limited liability company may not be denied by reason of any difference between the laws of the jurisdiction under which the limited liability company is formed and the laws of this state. (C) A foreign limited liability company, including a foreign limited liability company that has filed a registration as a foreign limited liability company, may not engage in any activities in this state that a limited liability company is forbidden to engage in by the laws of this state. (D) A foreign limited liability company that has filed a registration as a foreign limited liability company shall in this state: (1) Have the same but no greater rights than a limited liability company; (2) Have the same but no greater privileges than a limited liability company; (3) Except as otherwise provided by this chapter, be subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a limited liability company.
Ohio Rev. Code § 1751.81 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.81
§ 1751.81. Maintaining written procedures for determining whether requested service is covered
Status: in_force

May 1, 2000 House Bill 4 - 123rd General Assembly (A) As used in this section, "necessary information" includes the results of any face-to-face clinical evaluation or second opinion that may be required (B) A health insuring corporation shall maintain written procedures for determining whether a requested service is a service covered under the terms of an enrollee's policy, contract, or agreement, making utilization review determinations, and notifying enrollees, participating providers, and health care facilities acting on behalf of enrollees, of its determinations. (C) For prospective review determinations, a health insuring corporation shall make the determination within two business days after obtaining all necessary information regarding a proposed admission, procedure, or health care service requiring a review determination. (1) In the case of a determination to certify an admission, procedure, or health care service, the health insuring corporation shall notify the provider or health care facility rendering the health care service by telephone or facsimile within three business days after making the initial certification. (2) In the case of an adverse determination, the health insuring corporation shall notify the provider or health care facility rendering the health care service by telephone within three business days after making the adverse determination, and shall provide written or electronic confirmation of the telephone notification to the enrollee and the provider or health care facility within one business day after making the telephone notification. (D) For concurrent review determinations, a health insuring corporation shall make the determination within one business day after obtaining all necessary information. (1) In the case of a determination to certify an extended stay or additional health care services, the health insuring corporation shall notify the provider or health care facility rendering the health care service by telephone or facsimile within one business day after making the certification. (2) In the case of an adverse determination, the health insuring corporation shall notify the provider or health care facility rendering the health care service by telephone within one business day after making the adverse determination, and shall provide written or electronic confirmation to the enrollee and the provider or health care facility within one business day after the telephone notification. The health care service to the enrollee shall be continued, with standard copayments and deductibles, if applicable, until the enrollee has been notified of the determination. (E) For retrospective review determinations, a health insuring corporation shall make the determination within thirty business days after receiving all necessary information. (1) In the case of a certification, the health insuring corporation may notify the enrollee and the provider or health care facility rendering the health care service in writing. (2) In the case of an adverse determination, the health insuring corporation shall notify the enrollee and the provider or health care facility rendering the health care service, in writing, within five business days after making the adverse determination. (F)(1) The time frames set forth in divisions (C), (D), and (E) of this section for determinations and notifications shall prevail unless the seriousness of the medical condition of the enrollee otherwise requires a more timely response from the health insuring corporation. The health insuring corporation shall maintain written procedures for making expedited utilization review determinations and notifications of enrollees and providers or health care facilities when warranted by the medical condition of the enrollee. (2) An enrollee, an authorized person, the enrollee's provider, or the health care facility rendering health care service to an enrollee may proceed with a request for an internal review pursuant to section 1751.83 of the Revised Code if a health insuring corporation fails to make a determination and notification within the time frames set forth in division (C), (D), or (E) of this section. The enrollee may request a review without the approval of the provider or the health care facility rendering the health care service. The provider or health care facility may not request a review without the prior consent of the enrollee. The health insuring corporation's failure to make a determination and notification within the time frames set forth in division (C), (D), or (E) of this section shall be deemed to be an adverse determination by the health insuring corporation for the purpose of initiating an internal review. (G) A written notification of an adverse determination shall include the principal reason or reasons for the determination, instructions for initiating a reconsideration of the determination under section 1751.82 of the Revised Code or an internal review under section 1751.83 of the Revised Code, and instructions for requesting a written statement of the clinical rationale used to make the determination. A health insuring corporation shall provide the clinical rationale for an adverse determination in writing to any party who received notice of the adverse determination and who follows the instructions for a request. (H)(1) A health insuring corporation shall have written procedures to address the failure or inability of a health care facility, provider, or enrollee to provide all necessary information for review. (2) A health insuring corporation shall not use unreasonable requests for information to delay making a determination. (3) If the health care facility, provider, or enrollee will not release necessary information, the health insuring corporation may deny certification. An enrollee need not be granted an internal review pursuant to section 1751.83 of the Revised Code based on a health insuring corporation's failure to make a timely determination, if the health insuring corporation's delay in making a determination and notification is caused by the failure of a health care facility, provider, or enrollee to release all necessary information, in which case the health insuring corporation shall notify the enrollee in writing of the reason for the delay.
Ohio Rev. Code § 1753.21 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.21
§ 1753.21. Prescription drugs
Status: in_force

March 20, 2025 Senate Bill 196 - 135th General Assembly (A) If a policy, contract, or agreement of a health insuring corporation uses a restricted formulary of prescription drugs, the health insuring corporation shall do both of the following: (1) Develop such a formulary in consultation with and with the approval of a pharmacy and therapeutics committee, a majority of the members of which are physicians or advanced practice registered nurses affiliated with the health insuring corporation who may prescribe prescription drugs and pharmacists affiliated with the health insuring corporation; or in consultation with and with the approval of a pharmacy and therapeutics committee that is independent of the health insuring corporation consisting of physicians or advanced practice registered nurses who may prescribe prescription drugs in their state of licensure and pharmacists who are authorized to practice in their state of licensure; (2) Establish a procedure by which an enrollee may obtain, without penalty or additional cost sharing beyond that provided for formulary drugs under the enrollee's contract with the health insuring corporation, coverage of a specific nonformulary drug when the prescriber documents in the enrollee's medical record and certifies that the formulary alternative has been ineffective in the treatment of the enrollee's disease or condition, or that the formulary alternative causes or is reasonably expected by the prescriber to cause a harmful or adverse reaction in the enrollee. (B) Nothing in this section shall be construed to require a health insuring corporation to place any particular pharmaceutical product or therapeutic class of product on any formulary, or to prohibit a health insuring corporation from restricting payments for any specific pharmaceutical product or therapeutic class of product, including, but not limited to, a requirement that the product be prescribed only by a defined specialist or subspecialist. Last updated February 18, 2025 at 5:10 PM
Ohio Rev. Code § 1715.43 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.43
§ 1715.43. Real estate held by lodge
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Any unincorporated lodge or other subordinate body of any society or order, which is chartered by its grand lodge or body, may take and hold real estate for its own use and benefit, by lease, purchase, grant, devise, gift, or otherwise; may loan its funds and secure such loans, or any unpaid purchase money, by mortgage on otherwise unencumbered real estate; and may borrow money, and execute and deliver notes or bonds, and mortgages on real property of the lodge to secure such notes or bonds, in the name and by the number of said lodge or other subordinate body according to the register of its grand lodge or body. The presiding officer of such lodge or other such lodge or other subordinate body, together with the secretary or officer keeping its records, may make conveyances, leases, or mortgages of any real estate belonging to such lodge or other subordinate body, when authorized to do so by a vote of the members present at a regular meeting held by said lodge or other subordinate body, after at least ten days' notice has been given to all members thereof by mailing a written notice of said proposed action to the last known post-office address of each such member, under the regulations of such lodge or other subordinate body, and not in conflict with the regulations prescribed by the respective grand lodge or body. All such conveyances, leases, or mortgages shall be in the name of the lodge, shall be attested by the presiding officer and the secretary or other officer in charge of its records, and shall have affixed the seal of such lodge or other subordinate body. Any mortgage taken by such a lodge or other subordinate body in its name and number may, when paid and satisfied, be released by the presiding officer and the secretary or officer keeping its records, and such release shall be attested by the seal of the lodge or other subordinate body.
Ohio Rev. Code § 1715.59 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.59
§ 1715.59. Sections cited as the uniform management of institutional funds act
Status: in_force

June 1, 2009 House Bill 522 - 127th General Assembly Sections 1715.51 to 1715.59 of the Revised Code may be cited as the uniform prudent management of institutional funds act. Disclaimer Contact About
Ohio Rev. Code § 1782.438 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.438
§ 1782.438. Conversion of another entity into domestic limited partnership
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic or foreign entity other than a domestic limited partnership may be converted into a domestic limited partnership. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converting entity exists. (B)(1) The written declaration of conversion shall set forth all of the following: (a) The name and form of entity that is being converted, the name of the entity into which the entity will be converted, and the jurisdiction of formation of the converting entity; (b) The certificate of limited partnership of the converted limited partnership; (c) The partnership agreement of the converted domestic limited partnership or a provision that the written agreement of the converting entity, a copy of which shall be attached to the declaration of conversion, with any amendments that are set forth in the declaration of conversion, is the agreement of the converted domestic limited partnership; (d) The general partners of the converted domestic limited partnership; (e) All statements and matters required to be set forth in an instrument of conversion by the laws under which the converting entity exists; (f) The terms of the conversion; the mode of carrying them into effect; and the manner and basis of converting the interests or shares of the converting entity into, or substituting the interests or shares in the converting entity for, interests, evidences of indebtedness, other securities, cash, rights, or any other property or any combination of interests, evidences of indebtedness, other securities, cash, rights, or any other property of the converted limited partnership. (2) No conversion or substitution described in this section shall be effected if there are reasonable grounds to believe that the conversion or substitution would render the converted limited partnership unable to pay its obligations as they become due in the usual course of its affairs. (C) The written declaration of conversion may set forth any of the following: (1) The effective date of the conversion, which date may be on or after the date of the filing of the certificate of conversion pursuant to section 1782.4310 of the Revised Code; (2) A provision authorizing the converting entity to abandon the proposed conversion by action of authorized representatives of the converting entity taken prior to the filing of the certificate of conversion pursuant to section 1782.4310 of the Revised Code; (3) A statement of, or a statement of the method to be used to determine, the fair value of the assets owned by the converting entity at the time of the conversion; (4) The parties to the declaration of conversion in addition to the converting entity; (5) Any additional provision necessary or desirable with respect to the proposed conversion or the converted entity. (D) At any time before the filing of the certificate of conversion pursuant to section 1782.4310 of the Revised Code, the conversion may be abandoned by any representatives authorized to do so by the declaration of conversion, or by the same vote as was required to adopt the declaration of conversion. (E) Each person that will be a general partner of the domestic limited partnership that is the converted entity specifically shall agree in writing to be a general partner in the domestic limited partnership that is the converted entity.
Ohio Rev. Code § 1701.45 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.45
§ 1701.45. Director to fix record date
Status: in_force

March 17, 2000 House Bill 78 - 123rd General Assembly (A) For any lawful purpose, including, without limitation, the determination of the shareholders who are entitled: (1) to receive notice of or to vote at a meeting of shareholders; (2) to receive payment of any dividend or distribution; (3) to receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to contract rights with respect to the shares or securities; or (4) to participate in the execution of written consents, waivers, or releases; the directors may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in clauses (1), (2) and (3) above, shall not be more than sixty days, unless the articles or the regulations specify a shorter or a longer period for that purpose, preceding the date of the meeting of the shareholders, or the date fixed for the payment of any dividend or distribution, or the date fixed for the receipt or the exercise of rights, as the case may be. (B) If a meeting of the shareholders is called by persons entitled to call the meeting or action is taken by shareholders without a meeting, and if the directors fail or refuse, within the time that the persons calling the meeting or initiating other action may request, to fix a record date for the purpose of clause (1) or (4) of division (A) of this section, then the persons calling the meeting or initiating other action may fix a record date for either of those purposes, subject to the limitations set forth in division (A) of this section. (C) The record date for the purpose of clause (1) of division (A) of this section shall continue to be the record date for all adjournments of such meeting, unless the directors or the persons who fixed the original record date, subject to the limitations set forth in division (A) of this section, fix another record date, and in case a new record date is so fixed, notice of the record date and of the date to which the meeting has been adjourned shall be given to shareholders of record as of that date in accordance with the same requirements as those applying to a meeting newly called. (D) The directors may close the share transfer books against transfers of shares during the whole or any part of the period provided for in division (A) of this section, including the date of the meeting of the shareholders and the period ending with the date, if any, to which the meeting is adjourned. (E) If no record date is fixed, the record date for determining the shareholders who are entitled to receive notice of, or who are entitled to vote at, a meeting of shareholders shall be the date next preceding the day on which notice is given, or the date next preceding the day on which the meeting is held, as the case may be. (F) The record date for a change of shares shall be the time when the certificate of amendment or of amended articles effecting the change is filed in the office of the secretary of state. (G) If the directors do not fix a record date for determining shareholders entitled to payment of any dividend or distribution, the record date is the date that the directors authorize the dividend or distribution.
Ohio Rev. Code § 1746.04 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.04
§ 1746.04. Filing with secretary of state before transacting business
Status: in_force

October 24, 2024 Senate Bill 98 - 135th General Assembly (A) Except as set forth in section 1746.03 of the Revised Code, before transacting business in this state, a business trust shall file in the office of the secretary of state, on forms prescribed by the secretary of state, a report containing the following information: (1) A list of the names and addresses of its trustees; (2) The address of its principal office; (3) In the case of a foreign business trust, the address of its principal office within this state, if any; (4) The business names of the business trust, including any fictitious or assumed names; (5)(a) The name and primary residence or usual place of business address within this state of a designated agent upon whom process against the business trust may be served; (b) As used in division (A)(5)(a) of this section, "usual place of business" means a place in this state that is customarily open during normal business hours and where an individual is generally present who is authorized to perform the services of a registered agent, including accepting service of process and other notifications for the person serving as a statutory agent. "Usual place of business" does not include a post office box, regardless of whether that post office box has an associated street address. (6) The irrevocable consent of the business trust to service of process upon its designated agent and to service of process upon the secretary of state if, without the registration of another agent with the secretary of state, its designated agent has died, resigned, lost authority, dissolved, become disqualified, or has removed from this state, or if its designated agent cannot, with due diligence, be found. Such report shall have attached as an exhibit an executed copy of the trust instrument or a true and correct copy of it, certified to be such by a trustee before an official authorized to administer oaths or by a public official in another state in whose office an executed copy is on file. (B) Not more than ninety days after the occurrence of any event causing any filing, including exhibits, made pursuant to division (A) of this section, or any previous filing made pursuant to this division, to be inaccurate or incomplete, there shall be filed in the office of the secretary of state all information necessary to maintain the accuracy and completeness of such filing. (C) The secretary of state shall charge and collect the fees specified in division (T) of section 111.16 of the Revised Code for each filing made under division (A) or (B) of this section, except for filings under division (B) of this section pertaining solely to division (A)(5) of this section, for which the secretary of state shall charge and collect the fee specified in division (R) of section 111.16 of the Revised Code. (D) The trust instrument and other information filed in the office of the secretary of state are matters of public record, and persons dealing with a business trust are charged with constructive notice of the contents of any such instrument or information by reason of such filing. (E) A copy of a trust instrument or other information filed in the office of the secretary of state shall be accepted as prima-facie evidence of the existence of the instrument or other information and of its contents, and conclusive evidence of the existence of such record. (F) The agent designated pursuant to division (A)(5) of this section shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state. Last updated August 28, 2024 at 4:33 PM
Ohio Rev. Code § 1702.29 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.29
§ 1702.29. Removal of directors and filling vacancies
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly (A) The office of a director becomes vacant if the director dies or resigns, which resignation shall take effect immediately or at such other time as the director may specify. (B) A director may be removed from office pursuant to any procedure therefor provided in the articles or in the regulations and such removal shall create a vacancy in the board. (C) Unless the articles or the regulations otherwise provide, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the board for the unexpired term. Within the meaning of this section, a vacancy exists in case the voting members increase the authorized number of directors but fail at the meeting at which such increase is authorized, or an adjournment thereof, to elect the additional directors provided for, or in case the voting members fail at any time to elect the whole authorized number of directors.
Ohio Rev. Code § 1776.04 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.04
§ 1776.04. Supplemental principles of law - usury
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (B) If an obligation to pay interest under this chapter does not specify a rate of interest, the rate is that specified in section 1343.03 of the Revised Code. (C) No partnership and no person acting on behalf of a partnership shall interpose the defense or make the claim of usury in any action or proceeding upon, or with reference to, any obligation of that partnership. The notes, bonds, other evidences of indebtedness, mortgages, pledges, and deeds of trust of a partnership shall not be set aside, impaired, or adjudged invalid by reason of anything contained in any laws prohibiting or otherwise pertaining to usury or regulating interest rates. (D) No obligation of a partner to a partnership arising under a partnership agreement or a separate agreement or writing, and no note, instruction, or other writing evidencing any such obligation of a partner, is subject to the defense of usury, and no partner shall interpose the defense of usury with respect to any such obligation in any action.
Ohio Rev. Code § 1715.02 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.02
§ 1715.02. Sale of cemetery grounds no longer usable
Status: in_force

October 7, 1977 House Bill 42 - 112th General Assembly When a religious or educational corporation or society holds lands within the limits of a municipal corporation which have been used as a cemetery, and interments in such lands have been prohibited by the ordinances of such municipal corporation, the trustees, wardens, vestry, or other officers entrusted with the management of the property of such corporation or society may file a petition in the court of common pleas of the county where such property is situated, setting forth a description of such property, the existence of such ordinance, and the names of all persons holding burial privileges in such cemetery, so far as known to the petitioners. If such privileges are held by persons whose names are unknown to such petitioners, the petition must also include the facts as to such privileges, and requests for the court's determination of their value, for its direction as to the removal of the bodies interred in such cemetery to other cemeteries, and for an order to sell such property free from burial privileges. Notice of the filing of such petition shall be given by publication in some newspaper published in and of general circulation in the county where it is filed, for four consecutive weeks, setting forth the object and prayer of the petition, and that any persons claiming an interest in its subject matter or claiming burial privileges in such cemetery may appear and file an answer to such petition within six weeks from the date of the first publication of such notice. After said six weeks have elapsed, the case will stand for hearing. Upon final hearing of the case, the court, with or without the aid of a jury, as the parties appearing elect, shall determine the value of such burial privileges, and shall order the corporation or society to pay any amount so ascertained to the holder of such privilege. The court may also order the cemetery property sold free from such burial privileges, and may direct a subdivision of it into lots for the purpose of sale. The court shall direct the application of the money arising from such sale to such uses, by such corporation or society, for pious or educational purposes, as its trustees, wardens, vestry, or other officers conceive to be most for its interest. Such sale shall not be made until the bodies interred in the grounds to be sold are removed to other cemeteries, as directed by the court on the final hearing of the case. A holder of a burial privilege who did not appear in such proceeding, and who has not waived his right to receive compensation for it, may assert his right to receive such compensation from such society or corporation within five years after the final entry of such proceeding.
Ohio Rev. Code § 1715.411 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.411
§ 1715.411. Validity and effect of deeds and mortgages
Status: in_force

August 15, 1972 Senate Bill 75 - 109th General Assembly When the trustees or other officers mentioned in sections 1715.37 to 1715.41 , inclusive, of the Revised Code, have sold and conveyed by deed in fee simple or mortgaged any real estate therein mentioned, without proceeding as required by those sections, and the deed of conveyance or mortgage has been of record for five years without legal action to set aside said deed or mortgage, such sale and conveyance or mortgage shall have the same validity and effect as if it had been made by proceedings as required by those sections. This section is effective as to both past and future transactions.
Ohio Rev. Code § 1725.03 — Ohio Revised Code / Title 17 / Chapter 1725 / § 1725.03
§ 1725.03. Officers' bonds and oaths
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly An incorporated board of trade, chamber of commerce, merchants' exchange, or other kindred association may require from its officers, whether elected or appointed, sufficient bonds for the faithful discharge of their duties and trusts, which bonds shall be conditioned and made payable as prescribed by the association's bylaws and may be sued on, the money thereby collected to be held for the use of the party injured or for such other use as is determined upon by the association. The president, a vice-president, or the secretary of the association may administer such oaths of office as are prescribed in its bylaws.
Ohio Rev. Code § 1733.05 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.05
§ 1733.05. Membership
Status: in_force

March 20, 2019 House Bill 489 - 132nd General Assembly (A) Persons otherwise qualifying for membership in a credit union under this section, the articles, and the regulations, and who are elected to membership by the board of directors, shall become members of a credit union, provided that in lieu of electing persons to membership, the board of directors may elect or appoint one or more membership officers and delegate authority to any such membership officer to accept persons into membership. (B) (1) A person qualified for membership may become a member of a credit union upon the occurrence of any of the following: (a) The purchase of a membership in the credit union as provided in the credit union's bylaws; (b) The payment of an entrance fee established from time to time by the board of directors of the credit union; (c) The purchase of one or more shares in the credit union as provided in the credit union's bylaws. (2) Each member is responsible for maintaining a current address with the credit union. (C) The membership of a credit union shall be limited to groups having a common bond of occupation or association or groups within a well-defined neighborhood, community, or rural district ; however, except as otherwise provided in the articles or regulations, a person shall be deemed to retain affiliation with the credit union so long as the person remains a member of the credit union even though no longer within the field of membership. (D) Unless otherwise provided in the articles of incorporation or the code of regulations, and subject to such conditions as the superintendent of credit unions may establish, groups composed of persons within the field of membership of a credit union may become members of such credit union. (1) Any credit union may, with the approval of the superintendent, pursuant to section 1733.33 of the Revised Code, amend its articles of incorporation and, if appropriate, its code of regulations, to permit select groups having a common bond of occupation or association or select groups within a well-defined neighborhood, community, or rural district, to become members of such credit union in accordance with rules adopted by the superintendent. (2) Before the select group is permitted membership in a credit union, the superintendent must approve, in writing, both the select group and the credit union. (E) With the approval of the superintendent, any select group, within a field of membership and described in division (D)(1) of this section, may disaffiliate from the credit union with which it is associated if a majority of the persons within the select group vote for disaffiliation. Any such proposed disaffiliation must be pursuant to a written plan approved by the superintendent. This plan shall be distributed to such persons in advance of the vote on the proposed disaffiliation, which plan must have due regard for the equitable division of assets and liabilities, including share accounts and loans of the select group seeking to disaffiliate, and any other consideration required by the superintendent. (F) Credit unions qualified to do business in this state have a common bond of association for the purpose of forming and operating a corporate credit union. (G) No interstate charter amendment, conversion, merger, or other expansion of a credit union field of membership shall be authorized without the approval of all supervisory authorities affected, whether state or federal, in accordance with rules adopted by the superintendent in terms of administrative control and authority, the location of the surviving credit union in the case of a merger, or the home office in the case of an expansion, is controlling.
Ohio Rev. Code § 1707.141 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.141
§ 1707.141. Investment adviser's license required - exceptions - notice filing requirement
Status: in_force

June 18, 2002 Senate Bill 138 - 124th General Assembly (A) No person shall act as an investment adviser, unless one of the following applies: (1) The person is licensed as an investment adviser by the division of securities; however, nothing in this section shall be construed to prohibit a person from being licensed by the division as both an investment adviser and a dealer or salesperson. (2) The person is registered under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. 80b-3, as an investment adviser and is in compliance with the notice filing requirements of division (B) of this section. (3) The person has no place of business in this state, and the person's only clients in this state are any of the following: (a) Investment companies as defined in the Investment Company Act of 1940; (b) Other investment advisers; (c) Licensed dealers; (d) Banks; (e) Insurance companies subject to regulation under Title XXXIX of the Revised Code and health insuring corporations regulated under Chapter 1751. of the Revised Code; (f) Employee benefit plans with assets of not less than one million dollars; (g) Government agencies or instrumentalities, whether acting for themselves or trustees with investment control; (h) Other institutional investors as the division may designate by rule. (4) The person has no place of business in this state, and during the preceding twelve-month period, the person has had not more than five clients, other than those described in division (A)(3) of this section, that are residents of this state. (5) The person is a charitable organization, as defined in section 3(c)(10) of the "Investment Company Act of 1940," 54 Stat. 797, 15 U.S.C. 80a-3(c)(10), as amended, or is a trustee, director, officer, employee, or volunteer of such a charitable organization acting within the scope of the person's employment or duties with such an organization, whose advice, analysis, or reports are provided only to one or more of the following: (a) Any such charitable organization; (b) A fund that is excluded from the definition of an investment company under section 3(c)(10)(B) of the "Investment Company Act of 1940," 54 Stat. 797, 15 U.S.C. 80a-3(c)(10)(B), as amended; (c) A trust or other donative instrument described in section 3(c)(10)(B) of the "Investment Company Act of 1940," 54 Stat. 797, 15 U.S.C. 80a-3(c)(10)(B), as amended, or the trustees, administrators, settlors and potential settlors, or beneficiaries of any such trust or other instrument. (6) The person is a plan described in subsection 414(e) of the "Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 414, as amended, any person or entity eligible to establish and maintain such a plan under Title 26 of the United States Code, or any trustee, director, officer, or employee of or volunteer for any such plan or person, if such person or entity, acting in such capacity, provides investment advice exclusively to, or with respect to, any plan, person, or entity, or any company, account, or fund that is excluded from the definition of an investment company under section 3(c)(14) of the "Investment Company Act of 1940," 54 Stat. 797, 15 U.S.C. 80a-3(c)(14), as amended. (B)(1) No person who is registered under section 203 of the "Investment Advisers Act of 1940," 15 U.S.C. 80b-3, as an investment adviser shall act as an investment adviser, unless the person has done both of the following: (a) Filed with the division a copy of those documents that have been filed by the investment adviser with the securities and exchange commission as specified in rules adopted by the division; (b) Paid the notice filing fee specified in division (B) of section 1707.17 of the Revised Code. (2) Upon compliance with division (B)(1) of this section, the division shall issue to the person an acknowledgment of notice filing. (3) The notice filing and fee requirements of division (B)(1) of this section do not apply to a person described in division (A)(3), (4), (5), or (6) of this section.
Ohio Rev. Code § 1715.12 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.12
§ 1715.12. Endowment fund corporations
Status: in_force

October 4, 1996 House Bill 495 - 121st General Assembly When a presbytery, synod, conference, diocesan convention, or other representative body of a religious denomination in this state, or an assembly, synod, conference, convention, or other general ecclesiastical body of a religious denomination in the United States, desires to create a board of trustees for an endowment fund or other property of the denomination represented by that body and when, at a regular meeting of that body, it elects not fewer than five members of such denomination, at least one of whom is a resident freeholder in this state, to serve as trustees, and makes and files in the office of the secretary of state a statement giving the names of those trustees, the character of the endowment fund or other property to be entrusted to their care, and the uses to which it is to be applied, which statement is signed by any authorized officer, acknowledged before a clerk of a court of record, a notary public, or a judicial officer having a seal, and recorded in the secretary of state's office, such signature being attested by the officer before whom the statement is acknowledged, then the persons named in the statement as trustees and their successors in office shall thereupon become a body corporate and politic for the purpose specified in such statement. A copy of the record, certified by the secretary of state, shall be evidence of the existence of the corporation. The statement may provide that the corporation may purchase, sell, lease, mortgage, or otherwise encumber any real estate which it owns, or in which it has an interest, without petitioning for or obtaining an order of any court for permission to do so, and this provision in the statement, or in any properly adopted, certified, and filed amendment to the statement, shall give full power to the corporation to execute any deed, lease, mortgage, or other encumbrance of any such property without obtaining the order of any court. A covenant in the deed, lease, mortgage, or other encumbrance that the statement or amendment contains such provision shall be conclusive evidence that the corporation is authorized to execute the encumbrance. Section 1715.39 of the Revised Code does not apply to a corporation created under this section. If such a board of trustees is chosen to take charge of an endowment fund, it may invest, manage, and dispose of that fund in accordance with the purpose for which the fund was created, subject to such regulations as the body by which the board was elected prescribes. If the board is chosen to take charge of and manage property, other than an endowment fund, owned by such religious denomination, that board may hold, invest, control, and manage that property for the benefit of the denomination, within the presbytery, synod, conference, diocese, or other ecclesiastical territorial limits represented by the board, subject to the direction of the proper representative body of the denomination within such limits. If a parish or congregation connected with the denomination represented by the board becomes extinct by reason of the death or dispersion of its members, the board may take possession of the church property of the parish, congregation, or society, whether real or personal, and may rent, lease, sell, invest, or otherwise dispose of the property for the benefit of the denomination, within the territorial limits represented by the body by which the board was appointed, and subject to such regulations as the body prescribes. All property held by the board, and the proceeds of the property, shall be applied to the use and benefit of the proper denomination within this state.
Ohio Rev. Code § 1716.11 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.11
§ 1716.11. Maintaining records of solicitation activities
Status: in_force

November 7, 1990 House Bill 486 - 118th General Assembly Every charitable organization, fundraising counsel, professional solicitor, and commercial co-venturer, whether or not required to register pursuant to this chapter, shall keep true records of solicitation activities that are covered by this chapter or any rule adopted under this chapter. The records shall be made available to the attorney general for inspection and shall be furnished to him not later than ten days after his request. The records shall be retained for a period of at least three years.
Ohio Rev. Code § 1753.40 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.40
§ 1753.40. Immunity
Status: in_force

March 15, 2001 House Bill 714 - 123rd General Assembly There shall be no liability on the part of, and no cause of action shall arise against, the superintendent of insurance, or the department of insurance, its employees, or its agents, for any action taken in their performance of the powers and duties under sections 1753.31 to 1753.43 of the Revised Code.
Ohio Rev. Code § 1733.16 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.16
§ 1733.16. Board meetings
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly Unless otherwise provided in the articles, regulations, or bylaws, and subject to the exceptions applicable during an emergency, as that term is defined in section 1733.01 of the Revised Code: (A) Meetings of the directors may be called by the chairperson, vice-chairperson, president, or any vice-president of the board or any two directors. (B) Regularly scheduled meetings of the directors shall be held in the manner prescribed by the credit union's code of regulations, but not less frequently than quarterly. (C) Meetings of the directors may be held within or without the state. Unless the articles or regulations prohibit participation by directors at a meeting by means of communication equipment, meetings of the directors may be held through any communication equipment if all the persons participating can hear each other, and participation in the meeting pursuant to this division constitutes presence at the meeting. (D) Notice of the place, if any, and time of each meeting of the directors shall be given to each director either by personal delivery or by mail, overnight delivery service, or any other means of communication authorized by the board of directors at least two days before the meeting, unless otherwise specified in the regulations or bylaws. The notice described in this division need not specify the purpose of the meeting. (E) Notice of adjournment of a meeting need not be given, if the time and place to which it is adjourned are fixed and announced at the meeting. Last updated August 9, 2023 at 3:07 PM
Ohio Rev. Code § 1751.19 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.19
§ 1751.19. Complaint system
Status: in_force

October 16, 2009 House Bill 1 - 128th General Assembly (A) A health insuring corporation shall establish and maintain a complaint system that has been approved by the superintendent of insurance to provide adequate and reasonable procedures for the expeditious resolution of written complaints initiated by subscribers or enrollees concerning any matter relating to services provided, directly or indirectly, by the health insuring corporation, including, but not limited to, complaints regarding cancellations or nonrenewals of coverage. Complaints regarding a health insuring corporation's decision to deny, reduce, or terminate coverage for health care services are subject to section 1751.83 of the Revised Code. (B) A health insuring corporation shall provide a timely written response to each written complaint it receives. (C)(1) Copies of complaints and responses, including medical records related to those complaints, shall be available to the superintendent for inspection for three years. Any document or information provided to the superintendent pursuant to this division that contains a medical record is confidential, and is not a public record subject to section 149.43 of the Revised Code. (2) Notwithstanding division (C)(1) of this section, the superintendent may share documents and information that contain a medical record in connection with the investigation or prosecution of any illegal or criminal activity with the chief deputy rehabilitator, the chief deputy liquidator, other deputy rehabilitators and liquidators, and any other person employed by, or acting on behalf of, the superintendent pursuant to Chapter 3901. or 3903. of the Revised Code, with other local, state, federal, and international regulatory and law enforcement agencies, with local, state, and federal prosecutors, and with the national association of insurance commissioners and its affiliates and subsidiaries, provided that the recipient agrees to maintain the confidential or privileged status of the confidential or privileged document or information and has authority to do so. (3) Nothing in this section shall prohibit the superintendent from receiving documents and information in accordance with section 3901.045 of the Revised Code. (4) The superintendent may enter into agreements governing the sharing and use of documents and information consistent with the requirements of this section. (5) No waiver of any applicable privilege or claim of confidentiality in the documents and information described in division (C)(1) of this section occurs as a result of sharing or receiving documents and information as authorized in divisions (C)(2) and (3) of this section. (D) A health insuring corporation shall establish and maintain a procedure to accept complaints over the telephone or in person. These complaints are not subject to the reporting requirement under division (C) of section 1751.32 of the Revised Code. (E) A health insuring corporation may comply with this section and section 1751.83 of the Revised Code by establishing one system for receiving and reviewing complaints and requests for internal review from enrollees and subscribers if the system meets the requirements of both sections.
Ohio Rev. Code § 1713.22 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.22
§ 1713.22. Colleges under ecclesiastical patronage
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly A corporation may be formed for the promotion of academic, collegiate, or university education, under religious influences, may set forth in its articles or certificate of incorporation, as a part thereof, the name of the religious sect, association, or denomination with which it is to be connected, and may grant any ecclesiastical body of such religious sect, association, or denomination, whether it is a conference, association, presbytery, synod, general assembly, convocation, or otherwise, the right to appoint its trustees or directors, or any number thereof. Such corporation may set forth in its articles or certificate such other rights as to the administration of the purpose for which it is organized, consistent with the laws of this state and of the United States, which the corporation desires to confer upon the ecclesiastical body of such sect, association, or denomination; and that body may exercise all rights and powers set forth therein.