Ohio Rev. Code § 1729.01 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.01
§ 1729.01. Ohio cooperative law definitions
Status: in_force

June 4, 2012 House Bill 276 - 129th General Assembly As used in this chapter: (A) "Agricultural cooperative" means a cooperative to which all of the following apply: (1) The cooperative engages in any activity in connection with the propagation, raising, producing, harvesting, storing, drying, handling, processing, or marketing of agricultural products; procuring equipment and supplies or providing services for producers and others; bargaining; and any activity related to the foregoing. (2) Producers or agricultural cooperatives exercise more than fifty per cent of the voting control of the cooperative. (3) The cooperative does at least fifty per cent of its business with producers or agricultural cooperatives. (B) "Agricultural products" includes aquacultural, horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and farm products, and the produce or byproducts of any of such products. "Agricultural products" also includes algacultural products as defined in section 901.511 of the Revised Code. (C) "Association" means any corporation organized under this chapter. (D) "Bargaining" means the mutual obligation of a handler and a marketing cooperative to meet at reasonable times and confer and negotiate in good faith. Negotiations may include all terms relative to trading between handlers and producers. The obligation does not require either party to agree upon price, terms of sale, or any other marketing agreement, or to make a concession. (E) "Board" means the board of directors of an association. (F) "Cooperative" means an association or a foreign association. (G) "Entity," except as otherwise provided, means a foreign association, a foreign or domestic corporation other than a cooperative, or a foreign or domestic limited liability company. (H) "Foreign association" means a corporation organized under the cooperative laws of another state or the District of Columbia or a foreign corporation organized under corporation laws of another state, the District of Columbia, or the United States that operates on a cooperative basis. (I) "Handler" means a person who acquires agricultural products under a sales contract for the purpose of processing or reselling agricultural products. (J) "Marketing agreement" means an agreement, contract, or other arrangement between a cooperative and a member in which the member agrees to market all or a part of the products or produce produced by the member, or agrees to purchase all or a part of the member's requirements for inputs, services, or supplies. (K) "Marketing cooperative" means any agricultural cooperative meeting the requirements of the "Co-operative Marketing Associations Act," 42 Stat. 388 (1922), 7 U.S.C.A. 291, that negotiates sales contracts with handlers on behalf of its members and is not in direct competition with any handler with which it negotiates such contracts. (L) "Member" means a person who has been qualified and accepted into membership in a cooperative. (M) "Membership stock" means any class of stock or other equity interest in a cooperative, continuous ownership of which is required for membership in the cooperative. (N) "Patron" means a person with which a cooperative has made an enforceable agreement to allocate and distribute a per unit retain, patronage dividend, or patronage refund with respect to business conducted by the cooperative with or for the person. (O) "Patronage stock" means any stock or other equity interest in a cooperative that was originally issued by the cooperative with respect to patronage transactions. (P) "Person" includes a natural person, partnership, corporation, cooperative, or other entity. (Q) "Processing" means changing the physical or chemical characteristics of agricultural products. (R) "Producer" means a person engaged in the production of agricultural products for the market, including a lessor of real or personal property used for production of agricultural products for the market that receives as rent part of the agricultural product. (S) "Sales contract" means a marketing agreement or other similar arrangement between a handler and a producer, negotiated by the producer or by an agricultural cooperative acting as agent for a producer, under which the producer agrees to grow or produce agricultural products for sale to the handler.
Ohio Rev. Code § 1739.21 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.21
§ 1739.21. Fines - probation
Status: in_force

September 29, 2015 House Bill 64 - 131st General Assembly (A) The superintendent of insurance, after notice and opportunity for hearing in accordance with Chapter 119. of the Revised Code, may impose a fine upon a multiple employer welfare arrangement operating a group self-insurance program, a third-party administrator, or other entity after finding either of the following: (1) The arrangement, third-party administrator, or other entity, through the acts of its officers, directors, board or committee members, employees, agents, or representatives, has engaged in an act in violation of any applicable provision of division (B) of section 1739.02 , division (F) of section 1739.09 , or division (A), (B), or (C) of section 1739.20 of the Revised Code or of any rule or order adopted or issued by the superintendent to enforce or carry out the purposes of such sections; (2) Division (C)(2), (3), or (4) of section 1739.04 of the Revised Code, or any rule or order adopted or issued by the superintendent to enforce or carry out the purposes of such section, applies to the arrangement, third-party administrator, or other entity. (B) The fine imposed for any violation described in division (A) of this section shall not exceed one thousand dollars for each violation, except that a fine of not more than five thousand dollars may be imposed for each act of willful misconduct constituting a violation described in division (A) of this section. (C) In addition to any penalty provided under this section, the superintendent, in lieu of an order of suspension or revocation under section 1739.04 of the Revised Code, may place any multiple employer welfare arrangement on probation for a period not to exceed one year for each violation described in division (A) of this section, and may subject the arrangement to a fine of up to one thousand dollars for each such violation. If the arrangement or its third-party administrator knew or reasonably should have known that the arrangement was engaged in a violation described in division (A) of this section, the fine provided in this division may be increased to an amount up to five thousand dollars for each such violation. (D)(1) If the superintendent places an arrangement on probation under division (C) of this section, the superintendent may appoint a supervisor to supervise the arrangement and may prohibit the arrangement from doing any of the following, during the period of probation, without the prior approval of the superintendent or the supervisor: (a) Dispose of, convey, or encumber any of its assets or its business in force; (b) Withdraw from any of its bank accounts; (c) Lend any of its funds; (d) Invest any of its funds; (e) Transfer any of its property; (f) Incur any debt, obligation, or liability; (g) Merge or consolidate with another company; (h) Enter into any new reinsurance contract or treaty. (2) All expenses incurred as a result of probation shall be borne by the arrangement. (E) All fines collected under this section shall be paid into the state treasury to the credit of the department of insurance operating fund created under section 3901.021 of the Revised Code.
Ohio Rev. Code § 1745.55 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.55
§ 1745.55. Judicial dissolution
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) An unincorporated nonprofit association may be dissolved judicially and its affairs wound up in any of the following manners: (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 association to be wound up by its managers 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 association has its principal office; (2) By an order of the court of common pleas of the county in this state in which that association has its principal office, in an action brought by members entitled to dissolve the association voluntarily, if any of the following is established: (a) The association's period of existence as set forth in its governing principles has expired, and it is necessary in order to protect the members that the association be judicially dissolved. (b) The association is insolvent or is unable to afford reasonable security to those who may deal with it, and it is necessary in order to protect the creditors of the association that the association be judicially dissolved. (c) The objects of the association have wholly failed or are entirely abandoned, or their accomplishment is impracticable. (3) By an order of the court of common pleas of the county in this state in which the association has its principal office, in an action brought by a majority of the voting members or by any lesser proportion or number of members that are entitled by the governing principles to dissolve the association voluntarily, if it is established that it is beneficial to the members that the association be judicially dissolved; (4) By an order of the court of common pleas of the county in this state in which the association has its principal office, in an action brought by one-half of the managers if there is an even number of managers or by one-half of the members if it is established that the association has an even number of managers who are deadlocked in the management of the association's affairs, and the members are unable to break the deadlock, or if it is established that the association has an uneven number of managers, and the members are deadlocked in voting power and unable to agree upon or vote for the election of managers as successors to managers whose terms normally would expire upon the election of their successors. (B) A complaint for judicial dissolution shall be verified by any of the complainants and shall set forth facts showing that the case is one of those specified in this section. Unless the complainants set forth in the complaint that they are unable to annex a list of members, a schedule shall be annexed to the complaint setting forth the name of each member and the member's address if it is known. (C) Upon the filing of a complaint for judicial dissolution, the court with which it is filed shall have the power to issue injunctions, to appoint a receiver with the authority and duties that the court from time to time may direct, to take any other proceedings that may be necessary to protect the property or the rights of the complainants or of the persons interested, and to carry on the activities of the unincorporated nonprofit association 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 unincorporated nonprofit association or involving any of its property and require the parties to it to present and prove their claims, demands, rights, interests, or liens at the time and in the manner required of creditors or others. The court may refer the complaint to a special master commissioner. (D) After a hearing had upon the notice that 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 association or dismissing the complaint. An order or judgment for the judicial dissolution of an unincorporated nonprofit association shall contain a concise statement of the proceedings leading up to the order or judgment, the name of the association, the place in this state where its principal office is located, the names and addresses of its managers, the name and address of a statutory agent, and if desired, any other provisions with respect to the judicial dissolution and winding up of affairs that are considered necessary or desirable. Upon the issuance of that order or judgment, the association shall be dissolved. To the extent consistent with orders entered in that proceeding, the effect of the judicial dissolution shall be the same as in the case of voluntary dissolution, and the provisions of sections 1745.52 , 1745.53 , and 1745.54 of the Revised Code with respect to the authority and duties of managers during the winding up of the affairs of an association dissolved voluntarily, the jurisdiction of courts over the winding up of the affairs of an association, and receivers for winding up the affairs of an association are applicable to associations that are judicially dissolved. If a statement is on file with the secretary of state appointing an agent authorized to receive service of process on the association, or if any other document is on file with the secretary of state with respect to the association, a certified copy of any order or judgment dissolving the association shall be filed with the secretary of state. (E) A judicial proceeding under this section concerning the judicial dissolution of an unincorporated nonprofit association is a special proceeding, and final orders in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure or the Rules of Practice of the Supreme Court, whichever are applicable, and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code.
Ohio Rev. Code § 1701.30 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.30
§ 1701.30. Stated capital
Status: in_force

July 30, 1984 House Bill 250 - 115th General Assembly (A) Every corporation shall have and shall carry upon its books a stated capital for each class of outstanding shares with par value and for each class of outstanding shares having preference in the event of the involuntary liquidation of the corporation. Every corporation may have and, if it does have, shall carry upon its books a stated capital for any other class of outstanding shares. The stated capital of each outstanding share with par value shall be not less than its par value. The stated capital of the corporation shall be the aggregate stated capital of all classes of outstanding shares. If a particular class has stated capital, the stated capital of every share of that class outstanding at a particular time shall be identical. (B) Subject to division (A) of this section: (1) The stated capital of shares with stated capital that are issued or disposed of otherwise than upon conversion, change, exchange, merger, consolidation, or reorganization is the amount of consideration for such shares, unless prior to the execution and delivery of the certificates for such shares, the incorporators, directors, or shareholders, as the case may be, who fix the consideration or otherwise determine the value of any consideration for such shares, specify, in a manner not inconsistent with this section, the portion of the consideration that constitutes stated capital, whereupon any excess over such portion (except to the extent entered on the books of a transferee corporation as earned surplus in the manner provided in division (H)(3) of section 1701.32 of the Revised Code upon a combination) is capital surplus; except that in the case of shares having preference in the event of involuntary liquidation of the corporation, the portion of the consideration that constitutes stated capital shall be not less than the lesser of the entire consideration for such shares or the amount of such preference. (2) Unless the express terms of convertible shares provide that upon the exercise of conversion rights the stated capital of the corporation shall be determined otherwise than as provided in this section and in a manner not inconsistent with this section, the stated capital, if any, of the shares issued upon the exercise of such conversion rights shall be the stated capital, if any, of the convertible shares so converted. (3) Unless the terms of convertible obligations provide that upon the exercise of conversion rights the stated capital, if any, of the corporation shall be determined otherwise than as provided in this section and in a manner not inconsistent with this section, the stated capital, if any, of the shares issued upon the exercise of such conversion rights shall be an amount equal to the principal amount of the convertible obligations so converted. (4) Unless the amendment to the articles that effects any change in outstanding shares provides that upon such change the stated capital of the corporation shall be created, increased, reduced, or eliminated in a manner not inconsistent with this section, the stated capital, if any, of the shares issued upon such change shall be the stated capital, if any, of the shares so changed. (5) Unless the terms of an exchange of shares provide that upon such exchange the stated capital of the corporation shall be created, increased, reduced, or eliminated in a manner not inconsistent with this section, the stated capital, if any, of the shares issued upon such exchange shall be the stated capital, if any, of the shares so exchanged. (6) The stated capital, if any, of each class of shares to be outstanding at the time a merger, consolidation, or reorganization becomes effective shall be the amount set forth or provided for, in a manner not inconsistent with this section, in the agreement of merger, agreement of consolidation, or plan of reorganization. (C) The stated capital of a class of outstanding shares with or without par value may be created or increased by a transfer from any surplus however created to stated capital by order of the directors for the purpose of creating or increasing such stated capital or upon payment of dividends or distributions in shares of such class, and may be reduced or eliminated in any way provided for in section 1701.31 of the Revised Code. (D) When a corporation having outstanding shares of more than one class has a stated capital applicable to two or more of the classes and the amount of stated capital of a particular class cannot otherwise be readily determined, the directors of the corporation may make such determination, subject to division (A) of this section.
Ohio Rev. Code § 1723.01 — Ohio Revised Code / Title 17 / Chapter 1723 / § 1723.01
§ 1723.01. Power to enter upon and appropriate land
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly If a company is organized for the purpose of erecting or building dams across rivers or streams in this state to raise and maintain a head of water; for constructing and maintaining canals, locks, and raceways to regulate and carry such head of water to any plant or powerhouse where electricity is to be generated; for erecting and maintaining lines of poles on which to string wires or cables to carry and transmit electricity; for transporting natural or artificial gas, petroleum, coal or its derivatives, water, or electricity, through tubing, pipes, or conduits, or by means of wires, cables, or conduits; for storing, transporting, or transmitting water, natural or artificial gas, petroleum, or coal or its derivatives, or for generating and transmitting electricity; then such company may enter upon any private land to examine or survey lines for its tubing, pipes, conduits, poles, and wires, or to examine and survey for a reservoir, dams, canals, raceways, a plant, or a powerhouse, and to ascertain the number of acres overflowed by reason of the construction of such dams, and may appropriate so much of such land, or any right or interest therein, as is deemed necessary for the laying down or building of such tubing, conduits, pipes, dams, poles, wires, reservoir, plant, powerhouse, storage yards, wharves, bridges, workshops, receiving and delivery structures or facilities, pumping stations, and any other buildings, structures, appliances, or facilities necessary to the purposes of such companies, as well as the land overflowed, and for the erection of tanks and reservoirs for the storage of water for transportation and the erection of stations along such lines.
Ohio Rev. Code § 1701.801 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.801
§ 1701.801. Merging into domestic subsidiary corporation
Status: in_force

May 16, 2002 House Bill 278 - 124th General Assembly (A) Pursuant to an agreement of merger between the constituent corporations as provided in this section and provided that the provisions of Chapter 1704. of the Revised Code do not prevent the merger from being effected, one or more domestic or foreign corporations may be merged into a domestic corporation, provided that the domestic surviving corporation is a subsidiary of one of the constituent corporations and that the parent constituent corporation owns ninety per cent or more of each class of the outstanding shares of the surviving subsidiary corporation. (B) The agreement of merger shall set forth the designation and the number of the outstanding shares of each class of the surviving subsidiary corporation and the number of shares of each such class owned by the parent constituent corporation. It shall also set forth any statements and matters that are required, and may set forth any provision that is permitted, in a merger under section 1701.78 of the Revised Code. (C)(1) To effect the merger, the agreement shall be approved by the directors of each domestic constituent corporation and shall be adopted by the shareholders of each domestic constituent corporation in the same manner and with the same notice to and vote of shareholders or holders of a particular class of shares as is required by section 1701.78 of the Revised Code, except that the agreement need not be adopted by the shareholders of the surviving subsidiary corporation. If any constituent corporation is a foreign corporation, the agreement shall be approved or otherwise authorized by or on behalf of each foreign constituent corporation in accordance with the laws of the state under which it exists. (2) Within twenty days after the approval of the agreement of merger by the directors of the surviving subsidiary corporation, the surviving corporation shall deliver or send notice of such approval and a copy or summary of the agreement to each shareholder of the surviving corporation, other than the parent of the surviving corporation, of record as of the date on which the directors of the surviving corporation approved the agreement by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice and copy or summary are sent. (D) The approval of the agreement of merger by the directors of the surviving subsidiary corporation under this section constitutes adoption by the corporation.
Ohio Rev. Code § 1710.04 — Ohio Revised Code / Title 17 / Chapter 1710 / § 1710.04
§ 1710.04. Board of directors duties
Status: in_force

October 16, 2009 House Bill 1 - 128th General Assembly (A) A special improvement district created under this chapter shall be governed by the board of directors of the special improvement district. The board shall consist of at least five directors. The board shall include a person appointed by the legislative authority of each participating political subdivision and the municipal executive of each municipal corporation with territory within the boundaries of the special improvement district. The remainder of the board's members shall be members of the district. Except for the municipal executives and the appointees of the legislative authorities, and except as otherwise provided in this division, members of the board of directors shall be elected at a meeting of the entire membership of the district. The initial election of directors may occur at the first meeting of the entire membership of the district after its creation. All subsequent elections shall be held at a November meeting of the membership. Each municipal executive may designate one person who is an employee of the municipal corporation involved with its planning or economic development functions to serve in the municipal executive's stead. This designee shall serve at the pleasure of the municipal executive. In the case of a district created by an existing qualified nonprofit corporation, the corporation's board of trustees or other governing board, however denominated, shall be the board of directors of the special improvement district for the purposes of this chapter. The election of directors otherwise required by this division shall not be required, and the requirement that municipal executives and appointees of the legislative authorities be members of the district's board of directors may be satisfied by the membership on the corporation's governing board of representatives of such participating political subdivisions, or may be waived if approved by resolution of the legislative authorities of the participating political subdivisions. (B) A director may file a written statement with the district's secretary at least three days prior to any meeting of the board to have a person act as proxy to carry out the director's rights and responsibilities under this chapter at that meeting. A director may also appoint a designee to carry out the director's rights and responsibilities under this chapter by filing a written designation form with the district's secretary. This form shall include the name and address of the director, the name and address of the designee, and the expiration date, if any, of the designation. A proxy or designee need not be an elector or resident of a participating political subdivision of the district or a member of the district. The appointment of a proxy or designee may be changed by filing a new form with the district's secretary. The most current form filed with the secretary is the valid appointment. Service of any notice upon a proxy or designee at the proxy's or designee's address as shown on that form satisfies any requirements for notification of the director. (C) Notice of the time, date, place, and agenda for any meeting of the board of directors shall be by written notice to each director, transmitted by certified mail, personal service, or electronic device prior to the meeting. If possible, the notice shall be served at least one week prior to the meeting. The board shall act by a majority vote of those present and authorized to vote at any meeting where proper notice has been served. (D) The board shall elect a chairperson, vice-chairperson, secretary, and treasurer of the board. These officers shall serve at the board's pleasure. A director may be elected to more than one office, except that the director elected as treasurer shall not be elected to any other office of the board. By the first day of March of each year, the treasurer shall submit to each member of the district and to the municipal executive, chief fiscal officer, and legislative authority of each municipal corporation with territory within the boundaries of the special improvement district and the board of township trustees of each township with territory within the boundaries of the special improvement district, a report of the district's activities and financial condition for the previous year. (E) Divisions (B), (C), and (D) of this section do not apply to a district created by an existing qualified nonprofit corporation to the extent those divisions are not consistent with the regulations of the corporation, in which case the regulations of the corporation shall govern.
Ohio Rev. Code § 1743.10 — Ohio Revised Code / Title 17 / Chapter 1743 / § 1743.10
§ 1743.10. Museum, park, and amusement corporations
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly When a corporation organized for constructing and conducting a museum for the exhibition and preservation of works of nature and art and for instruction in connection therewith a public hall of any kind, or a park, pond, or rink for skating or other lawful sports, or organized for holding fairs, festivals, public meetings, concerts, or lawful entertainments of any kind, provides in its articles of incorporation that its buildings or a designated part thereof shall be devoted to the use of the public for all purposes set forth in such articles, free from charge except such as is necessary to provide the means to keep such buildings or part thereof, and the grounds thereof, in proper condition and repair, and to pay the cost of insurance, care, management, and attendance, so that the public may have the benefit of such establishment for the uses set forth in such corporation's articles at as little expense as possible, and when such corporation also provides in its articles that no stockholder, subscriber, trustee, director, or member of the corporation shall receive any compensation, gain, or profit from the corporation for such public use of its buildings or part thereof, then the authorities of any municipal corporation, county, or park district in which the corporation is located may appropriate to such use, and grant the right to such corporation to erect and perpetually maintain its buildings on any of the parks or grounds which, or the use of which, belongs to or is subject to the control of such municipal corporation, county, or park district, or the authorities thereof, and may grant to such corporation the right to control such buildings and parks, and the grounds adjacent thereto belonging to the municipal corporation, county, or park district, on terms which are agreed upon between such public authorities and the corporation. In every such case the public authorities and the corporation may agree that additional trustees of the corporation may be appointed by such public authorities, and upon the number thereof and the method of their appointment. They also may agree that any officer of such municipal corporation, county, or park district to be designated by them may act ex officio as a trustee of the corporation. Such corporation may provide in its articles a limit as to the number of shares which each stockholder can own, the conditions on which the shares may be held or transferred, and for the reversion of such shares to the corporation in case of the death or disqualification of a stockholder. Whoever breaks, throws down, or injures any gate, fence, enclosure, embankment, or structure of any kind upon the ground of any such corporation, or forcibly or fraudulently passes such gate, or over such fence, or into such enclosure or structure without having paid the charge demanded by such corporation for entry therein, shall forfeit to the party injured, for each such offense, twenty-five dollars in addition to the damages resulting from such wrongful act.
Ohio Rev. Code § 1729.20 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.20
§ 1729.20. Methods of giving notice - signed waiver
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly (A) Whenever notice is required by this chapter to be given to any person, the notice may be given personally, by mail, or by electronic or telephonic transmittal. If mailed, the notice is given when it is deposited in the United States mail, with postage prepaid, addressed to the person at the person's address as it appears on the records of the association. If notice is sent by electronic or telephonic transmittal, notice is given when an electronic or telephonic confirmation of delivery is received by the association. (B) A signed waiver is equivalent to personal notice to the person signing. The waiver may be signed at any time.
Ohio Rev. Code § 1715.23 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.23
§ 1715.23. Incorporation of young men's Christian association
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly A society of men conducting religious services, performing Christian work, and co-operating for the mutual benefit of the membership shall be known as a young men's Christian association not for profit. When such a society has received the approval of the state young men's Christian association and has filed its application and certificate of approval with the secretary of state and paid a fee of ten dollars, the secretary of state shall issue to it articles of incorporation.
Ohio Rev. Code § 1721.14 — Ohio Revised Code / Title 17 / Chapter 1721 / § 1721.14
§ 1721.14. Cemetery policemen
Status: in_force

January 9, 1961 House Bill 1 - 104th General Assembly The trustees, directors, or other officers of a cemetery company or association, whether it is incorporated or unincorporated, and a board of township trustees having charge of township cemeteries, may appoint day and night watchmen for their grounds. All such watchmen, and all superintendents, gardeners, and agents of such company or association or of such board, who are stationed on the cemetery grounds may take and subscribe, before any judge of a county court or judge of a municipal court having jurisdiction in the township where the grounds are situated, an oath of office similar to the oath required by law of constables. Upon taking such oath, such watchmen, superintendents, gardeners, or agents shall have, within and adjacent to the cemetery grounds, all the powers of police officers.
Ohio Rev. Code § 1715.07 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.07
§ 1715.07. Ecclesiastical society may transfer property to church
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly An ecclesiastical society incorporated under the laws of this state connected with a church of Christ located in this state may, by a three-fourths vote of its adult members present and voting at a meeting announced and held for that purpose, assign and transfer to the church with which it is connected, if such church is incorporated under the laws of this state, all the property and trust funds of such society, to be held by such church under the trusts upon which it had been held by such society. Pursuant to such vote, the governing committee or trustees of the society may make all conveyances necessary to complete such assignment and transfer. The assignment and transfer shall not be effectual until a certificate of the fact of such assignment and transfer is filed in the office of the secretary of state and in the office of the clerk of the court of common pleas of the county in which the property is located.
Ohio Rev. Code § 1707.051 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.051
§ 1707.051. Offerings-securities registration exemption
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly Subject to section 1707.058 of the Revised Code, the offer, sale, and issuance of securities is exempt from the requirements of sections 1707.08 to 1707.11 of the Revised Code if all of the following conditions are met: (A) The issuer is an OhioInvests issuer on the date that its securities are first offered for sale in the offering and continuously through the closing of the offering. (B) The offering meets the requirements of the federal exemption for intrastate offerings in 17 C.F.R. 230.147A. (C) The offering expires not more than twelve months after the offering commences. (D) In any twelve-month period, the issuer does not raise more than five million dollars, either in cash or other consideration, in connection with one or more OhioInvests offerings. (E) The issuer uses at least eighty per cent of the net proceeds of the offering in connection with the operation of its business in this state. (F) No single purchaser purchases more than ten thousand dollars in the aggregate in a twelve-month period of securities in connection with OhioInvests offerings unless the purchaser is an accredited investor, as defined in Rule 501 of Regulation D under the Securities Act of 1933. An accredited investor may purchase from all OhioInvests offerings in a twelve-month period up to ten thousand dollars or such greater amount that does not exceed ten per cent of the accredited investor's annual income or net worth, whichever is less. (G) The sale of the securities is conducted exclusively through an OhioInvests portal. (H)(1) Subject to division (H)(2) of this section, an investor may cancel the investment commitment for any reason for a period of time specified in the issuer's offering materials, which period shall be at least five business days after the date of commitment. (2) During the forty-eight hours prior to the deadline identified in the issuer's offering materials, an investment commitment may not be canceled. (I) The issuer requires the portal operator to do all of the following: (1) Provide or make available to each prospective purchaser through the OhioInvests portal the following, as applicable: (a) A copy of the issuer's balance sheet and income statement for the issuer's most recent fiscal year, if the issuer was in existence for that period; (b) For offerings beginning more than ninety days after the issuer's most recent fiscal year end or if the issuer was not in existence the previous calendar year, a copy of the issuer's balance sheet as of a date not more than ninety days before the commencement of the offering for the issuer's most recently completed fiscal year, or such shorter portion the issuer was in existence during that period, and the year-to-date period, or inception-to-date period, if shorter, corresponding with the more recent balance sheet. (2) Make available to each prospective purchaser through the OhioInvests portal a printable or downloadable disclosure document that meets the requirements of section 1707.052 of the Revised Code; (3) Obtain from each prospective purchaser through the OhioInvests portal the certification described in section 1707.053 of the Revised Code, in either written or electronic form. (J) All of the following apply: (1) All payments for the purchase of securities are held in escrow until the aggregate capital deposited into escrow from all purchasers is equal to or greater than the stated minimum offering amount. (2) The escrow agent used is a bank, trust company, savings bank, savings association, or credit union authorized to do business in this state. (3) Prior to the execution of the escrow agreement between the issuer and the escrow agent, the escrow agent conducts a search of the issuer and its executive management, as provided to the escrow agent by the portal operator, against the specially designated nationals list maintained by the office of foreign assets control of the United States department of the treasury. (4) The escrow agent is only responsible to act at the direction of the party establishing the escrow account and does not have a duty or liability, contractual or otherwise, to an investor or other person except as set forth in the applicable escrow agreement or other contract. (5) If the minimum offering amount is not raised by the expiration date stipulated in the disclosure document provided to the purchasers, all purchasers will receive a return of all their subscription funds. (K) Not less than ten days before the beginning of an offering of securities in reliance on the exemption provided under this section, the issuer provides all of the following to the division of securities: (1) A notice of claim of exemption from registration, specifying that the issuer will be conducting an offering in reliance on the exemption provided under this section; (2) A copy of the disclosure document described in section 1707.052 of the Revised Code that will be provided to prospective purchasers in connection with the offering; (3) A filing fee of fifty dollars. (4) Any other information that the division requires from the issuer or portal for the protection of investors and to enable the division to determine that the sale of securities is entitled to an exemption. (L) The issuer and the portal operator engage in solicitation and advertising of the OhioInvests offering only if all of the following apply: (1) The advertisement contains disclaiming language that clearly states all of the following: (a) The advertisement is not the offer and is for informational purposes only; (b) The offering is being made in reliance on the exemption provided under this section; (c) The offering is directed only to residents of this state; (d) All offers and sales are made through an OhioInvests portal. (2) In addition to the items listed in division (L)(1) of this section, the advertisement contains not more than the following: (a) The name and contact information of the issuer; (b) A brief description of the general type of business conducted by the issuer; (c) The minimum offering amount the issuer is attempting to raise through its offering; (d) A description of how the issuer will use the funds raised through the offering; (e) The duration that the offering will remain open; (f) The issuer's logo; (g) The OhioInvests portal through which the offering is being made. (3) The advertisement complies with all applicable state and federal laws. (M) Meets such other requirements as the division may, by rule, prescribe for the protection of investors and in the public interest.
Ohio Rev. Code § 1733.03 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.03
§ 1733.03. Purpose of credit union
Status: in_force

November 19, 1971 Senate Bill 3 - 109th General Assembly The purpose for which a credit union may be formed is to promote thrift among its members, and to that end to establish, on a cooperative basis, facilities for savings, credit for provident and productive purposes, assistance to members in budgeting and money management and the effective use of their assets and resources, and all activities necessary or incidental thereto.
Ohio Rev. Code § 1726.12 — Ohio Revised Code / Title 17 / Chapter 1726 / § 1726.12
§ 1726.12. Cancellation of articles of incorporation
Status: in_force

March 12, 2001 Senate Bill 265 - 123rd General Assembly If any development corporation fails to prepare an annual financial report as required by section 1726.11 of the Revised Code and to file that report with the auditor of state within ninety days of the time prescribed for that filing by that section, or if the auditor of state determines by applying the standards applicable to a public office under section 117.41 of the Revised Code that any development corporation cannot be audited and declares it to be unauditable and the corporation fails to then prepare an annual financial report as required by section 1726.11 of the Revised Code and to file that report with the auditor of state within ninety days of the time that the auditor of state declared the corporation to be unauditable, or if any annual financial report discloses that any development corporation has failed to begin business for a period of three years from the effective date of the filing of its articles of incorporation, the auditor of state shall certify that fact to the secretary of state. The secretary of state then shall cancel the articles of the development corporation involved by appropriate entry upon the margin of the record of the articles. All the powers, privileges, and franchises conferred upon that development corporation by those articles of incorporation then shall cease. The secretary of state shall immediately notify that development corporation of the action taken.
Ohio Rev. Code § 1706.614 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.614
§ 1706.614. Dismissal of derivative action
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A)(1) A derivative action in the right of a limited liability company shall be dismissed by the court on motion by the limited liability company if one of the groups specified in division (A)(2) of this section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative action is not in the best interests of the limited liability company. (2) Subject to the requirements of division (A)(3) of this section, the determination of whether the maintenance of a derivative action in the right of a limited liability company is in the best interests of the limited liability company shall be made by a majority vote of either of the following: (a) The independent members of the limited liability company; (b) The committee members of a committee consisting of independent members appointed by a majority of the independent members. (3) If the determination is not made pursuant to division (A)(1) of this section, the determination shall be made by the person, or, in the case of more than one person, by a majority of the persons, sitting upon a panel of one or more persons appointed by a court upon motion filed with the court by the limited liability company for those purposes. (B)(1) A derivative action in the right of a series of a limited liability company shall be dismissed on motion by the series if one of the groups specified in division (B)(2) of this section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative action is not in the best interests of the series. (2) Subject to the requirements of division (B)(3) of this section, the determination whether the maintenance of a derivative action on behalf of a series of a limited liability company is in the best interests of the series shall be made by a majority vote of either of the following: (a) The independent members associated with the series; (b) The committee members of a committee consisting of independent members associated with the series appointed by a majority of the independent members associated with the series. (3) If the determination is not made pursuant to division (B)(1) of this section, the determination shall be made by the person, or, in the case of more than one person, by a majority of the persons, sitting upon a panel of one or more persons appointed by a court upon motion filed with the court by the series for those purposes. (C) The court shall appoint only independent persons to the panel described in divisions (A)(3) and (B)(3) of this section. (D) The presence of one or more of the following circumstances, without more, shall not prevent a person from being considered independent for purposes of this section: (1) The naming of the person as a defendant in the derivative action or as a person against whom action is demanded; (2) The approval by that person of the act being challenged in the derivative action or demand where the act did not result in personal benefit to that person; (3) The making of the demand pursuant to section 1706.612 of the Revised Code or the commencement of the derivative action pursuant to sections 1706.61 to 1706.617 of the Revised Code. (E) Subject to section 1706.615 of the Revised Code, a panel appointed by the court pursuant to division (A)(3) or (B)(3) of this section shall have the authority to continue, settle, or discontinue the derivative proceeding as the court may confer upon the panel. (F) The plaintiff in the derivative action shall have the burden of proving that any of the requirements of division (A) or (B) of this section have not been met.
Ohio Rev. Code § 1701.54 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.54
§ 1701.54. Action by shareholders or directors without a meeting
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) Unless the articles, the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code prohibit the authorization or taking of any action of the shareholders or of the directors without a meeting, any action that may be authorized or taken at a meeting of the shareholders or of the directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, or all the directors, respectively, which writing or writings shall be filed with or entered upon the records of the corporation. Any certificate with respect to the authorization or taking of any such action that is required to be filed in the office of the secretary of state shall recite that the authorization or taking of such action was in a writing or writings approved and signed as specified in this section. (B) A telegram, cablegram, electronic mail, or an electronic or other transmission capable of authentication that appears to have been sent by a person described in division (A) of this section and that contains an affirmative vote or approval of that person is a signed writing for the purposes of this section. The date on which that telegram, cablegram, electronic mail, or electronic or other transmission is sent is the date on which the writing is signed.
Ohio Rev. Code § 1711.22 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.22
§ 1711.22. County aid to county and independent agricultural societies
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly (A)(1) When a county or a county agricultural society owns or holds under a lease real estate used as a fairground, and such society has the control and management of such lands and buildings, the board of county commissioners shall, on the request of such society, annually appropriate from the general fund not less than fifteen hundred dollars for the purpose of encouraging agricultural fairs. (2) In any county in which there is located one or more independent agricultural societies, the board, for the purpose of encouraging such societies, may appropriate, in addition to the sum appropriated for the county agricultural society, a sum not greater than the amount appropriated for the county society. (B) In a county in which there is no county agricultural society, or in which there is no fair held by such a society, but in which there exists an independent agricultural society , the board shall, on the request of the independent agricultural society, annually appropriate from the general fund not less than fifteen hundred dollars for the purpose of encouraging such independent agricultural fairs. (C) No board shall appropriate money as provided by this section unless the director of agriculture has certified to the board that the county or independent agricultural society is complying with all laws, rules and regulations governing the operation of county or independent agricultural societies. (D) The county treasurer shall pay any money appropriated in accordance with this section to the treasurer of the society for whose use it was made, upon an order issued from the county auditor.
Ohio Rev. Code § 1745.48 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.48
§ 1745.48. Effect of merger or consolidation
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the officers, managers, general partners, or other authorized representatives of the respective constituent entities shall execute, acknowledge, and deliver those instruments and do those acts. For these purposes, the existence of the constituent entities and the authority of their respective officers, managers, general partners, or other authorized representatives is continued notwithstanding the merger or consolidation. (2) In the case of a merger in which the surviving entity is a domestic unincorporated nonprofit association, the governing principles of the domestic surviving unincorporated nonprofit association in effect immediately prior to the time the merger becomes effective shall continue as its governing principles after the merger except as otherwise provided in the agreement of merger. In the case of a consolidation, the new entity exists when the consolidation becomes effective and, if it is a domestic unincorporated nonprofit association, the governing principles contained in or provided for in the agreement of consolidation shall be its governing principles. (3) The surviving or new entity possesses all assets and property of every description and every interest in the assets and property, wherever located, the rights, privileges, immunities, powers, franchises, and authority, of a public as well as of a private nature, of each constituent entity, and all obligations belonging to or due to each constituent entity, all of which are vested in the surviving or new entity without further act or deed. Any right or interest in respect to any past or future devise, bequest, conditional gift, or trust, property, or fund restricted to particular uses, when vested in or claimed by the surviving or new entity as a result of the merger or consolidation, shall belong to it as a continuation without interruption of the existence and identity of the constituent entity originally named as taker or beneficiary. The surviving or new entity possesses title to any real estate or any interest in the real estate vested in any of the constituent entities. Title to any real estate or any interest in the real estate vested in any constituent entity shall not revert or in any way be impaired by reason of the merger or consolidation. (4) The surviving or new entity is liable for all of the obligations of each constituent entity. Any claim existing or any action or proceeding pending by or against any constituent entity may be prosecuted to judgment, with right of appeal, as if the merger or consolidation had not taken place, or the surviving or new entity may be substituted in its place. (5) All of the rights of creditors of each constituent entity are preserved unimpaired, and all liens upon the property of any constituent entity are preserved unimpaired on only the property affected by those liens immediately prior to the effective date of the merger or consolidation. If a general partner of a constituent partnership is not a general partner of the surviving entity or the new entity resulting from the merger or consolidation, the former general partner has no liability for any obligation incurred after the merger or consolidation except to the extent that a former creditor of the constituent partnership in which the former general partner was a partner extends credit to the surviving or new entity reasonably believing that the former general partner continued as a general partner of the surviving or new entity. (B) If a general partner of a constituent partnership is not a general partner of the surviving entity or the new entity resulting from the merger or consolidation, division (B) of section 1782.434 of the Revised Code applies. (C) In the case of a merger of a domestic constituent unincorporated nonprofit association into a foreign surviving unincorporated nonprofit association, limited liability company, limited partnership, or unincorporated association that is not licensed or registered to transact business in this state or in the case of a consolidation of a domestic constituent unincorporated nonprofit association into a new foreign unincorporated nonprofit association, limited liability company, limited partnership, or unincorporated association, if the surviving or new entity intends to transact business in this state, the surviving or new entity shall comply with all of the requirements that are necessary for that entity to transact business in this state as a foreign unincorporated nonprofit association, limited liability company, limited partnership, or unincorporated association, whichever is applicable. (D) Any action to set aside any merger or consolidation on the ground that any section of the Revised Code applicable to the merger or consolidation has not been complied with shall be brought within ninety days after the effective date of that merger or consolidation or be forever barred. (E) As used in this section, "unincorporated nonprofit association" or "entity" applies to both domestic and foreign unincorporated nonprofit associations or entities if the context so permits. In the case of a foreign constituent entity or a foreign new entity, this section is subject to the laws of the state under the laws of which the entity exists or in which it has property.
Ohio Rev. Code § 1706.612 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.612
§ 1706.612. Written demand requirement
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly A member may not commence a derivative action in the right of the limited liability company, or a series thereof, until both of the following occur: (A) A written demand has been made upon the limited liability company or the series to take suitable action. (B) Ninety days have expired from the date the demand was made unless either of the following applies: (1) The member has earlier been notified that the demand has been rejected by the limited liability company or the series; (2) Irreparable injury to the limited liability company or the series would result by waiting for the expiration of the ninety-day period.
Ohio Rev. Code § 1728.04 — Ohio Revised Code / Title 17 / Chapter 1728 / § 1728.04
§ 1728.04. Restrictions on business activities
Status: in_force

November 22, 1973 Senate Bill 90 - 110th General Assembly (A) So long as a community urban redevelopment corporation is obligated under a financial agreement with a municipal corporation made pursuant to section 1728.07 of the Revised Code, it shall engage in no business other than the acquisition, ownership, construction, operation, and management of such project or projects. (B) The corporation shall not voluntarily transfer the project undertaken by it under Chapter 1728. of the Revised Code, until it has first removed both itself and the project from all restrictions under such chapter in the manner set forth. The foregoing restriction shall not be applied to prevent the transfer of a project to another community urban redevelopment corporation which, with the consent of the municipal corporation in which the project is located, assumes all the contractual obligations of the transferor corporation under its financial agreement with the municipal corporation, nor to prevent the transfer of a portion of the project as to which the tax exemption has terminated pursuant to section 1728.12 of the Revised Code, nor to prevent the operation and management of all or a portion of a project by the lease thereof to a lessee approved by the governing body of the municipal corporation, which lessee need not be a community urban redevelopment corporation, under terms and conditions approved by the governing body of the municipal corporation, which terms and conditions may include an option or agreement to purchase at a minimal price at not earlier than the termination of the financial agreement. (C) If a corporation frees itself and its project from the restrictions of Chapter 1728. of the Revised Code, and its financial agreement with the municipal corporation, in the manner provided in such chapter, it shall no longer exercise any of the powers, or be subject to any of the restrictions contained in Chapter 1728. of the Revised Code with respect to that project. (D) When a corporation, with the consent of the municipal corporation in which its project is located, has transferred its project to another such corporation which has assumed the contractual obligations of the transferor corporation with the municipal corporation, the transferor corporation shall be discharged from any further obligation under the said financial agreement.
Ohio Rev. Code § 1751.20 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.20
§ 1751.20. Unfair, untrue, misleading, or deceptive acts
Status: in_force

October 1, 2011 House Bill 153 - 129th General Assembly (A) No health insuring corporation, or agent, employee, or representative of a health insuring corporation, shall use any advertisement or solicitation document, or shall engage in any activity, that is unfair, untrue, misleading, or deceptive. (B) No health insuring corporation shall use a name that is deceptively similar to the name or description of any insurance or surety corporation doing business in this state. (C) All solicitation documents, advertisements, evidences of coverage, and enrollee identification cards used by a health insuring corporation shall contain the health insuring corporation's name. The use of a trade name, an insurance group designation, the name of a parent company, the name of a division of an affiliated insurance company, a service mark, a slogan, a symbol, or other device, without the name of the health insuring corporation as stated in its articles of incorporation, shall not satisfy this requirement if the usage would have the capacity and tendency to mislead or deceive persons as to the true identity of the health insuring corporation. (D) No solicitation document or advertisement used by a health insuring corporation shall contain any words, symbols, or physical materials that are so similar in content, phraseology, shape, color, or other characteristic to those used by an agency of the federal government or this state, that prospective enrollees may be led to believe that the solicitation document or advertisement is connected with an agency of the federal government or this state. (E) A health insuring corporation that provides basic health care services may use the phrase "health maintenance organization" or the abbreviation "HMO" in its marketing name, advertising, solicitation documents, or marketing literature, or in reference to the phrase "doing business as" or the abbreviation "DBA." (F) This section does not apply to the coverage of beneficiaries enrolled in medicare pursuant to a medicare risk contract or medicare cost contract, or to the coverage of beneficiaries enrolled in the federal employee health benefits program pursuant to 5 U.S.C.A. 8905, or to the coverage of medicaid recipients or to the coverage of beneficiaries under any federal health care program regulated by a federal regulatory body, or to the coverage of beneficiaries under any contract covering officers or employees of the state that has been entered into by the department of administrative services.
Ohio Rev. Code § 1729.68 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.68
§ 1729.68. Prohibited acts - injunctive relief
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly (A) No processor, handler, distributor, or dealer, or agent thereof, who purchases or contracts to purchase any product from a person who produced the product, or procures for, sells, or otherwise furnishes inputs, services, or supplies to a person shall do either of the following: (1) Use duress against, coerce, or boycott the person in the exercise of the person's rights to join and belong to a cooperative; (2) Discriminate against the person with respect to price, quantity, or quality, or other terms of purchase or sale of products or produce, services, or supplies, solely by reason of the person's membership in or marketing agreement with a cooperative. (B) A member or cooperative on behalf of its member or members may bring an action to enjoin any violation of this section, and, upon filing a sufficient bond, a cooperative is entitled to a temporary restraining order against anyone who violates or threatens to violate this section as set forth in the complaint in the court of common pleas of the county in which the violation occurred. Actions against different defendants may be consolidated, in the discretion of the court, if the alleged violations are of the same provision, have occurred in the same or adjoining counties, relate to the same product, service, or supply, and the consolidation can be made without prejudice to a substantial right of any defendant. (C) Any person who solicits or persuades or permits or aids or abets, induces, or attempts to induce, any member or other person to breach a marketing agreement with a cooperative, by accepting or receiving from the member or other person, products for sale, marketing, manufacturing, or processing for sale, contrary to the terms of any marketing agreement of which the interfering person has knowledge or notice, is liable to the cooperative for damages caused by such interference, and the cooperative is entitled to an injunction against the interfering person to prevent further breaches and a multiplicity of actions. (D) Any person that violates or threatens to violate this section shall pay to the cooperative the cooperative's reasonable attorney's fees and other costs incurred by the cooperative in any litigation or proceeding at law or in equity to enforce or defend the cooperative's rights and interests that are protected under this section.
Ohio Rev. Code § 1702.08 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.08
§ 1702.08. Incorporation of such society or association
Status: in_force

March 29, 2007 House Bill 699 - 126th General Assembly (A) When an unincorporated society or association, organized for any of the purposes for which a corporation could be formed under this chapter, authorizes the incorporation of that society or association, by the same procedure and affirmative vote of its voting members that the regulations, constitution, or other fundamental agreement of the society or association requires for an amendment to that fundamental agreement or, if no such vote is specified, by a majority vote of the voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy, at a duly convened meeting the purpose of which is stated in the notice of the meeting, then upon the filing of the articles under section 1702.04 of the Revised Code setting forth those facts and that the required vote has been obtained, that society or association shall become a corporation, and the members of the society or association shall become members of that corporation in accordance with provisions in the articles to that effect. (B) All the rights, privileges, immunities, powers, franchises, and authority, and all the property and obligations of that unincorporated society or association, shall thereupon pass to, vest in, and (in the case of liabilities and obligations) be obligations of the corporation so formed.
Ohio Rev. Code § 1703.25 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.25
§ 1703.25. Action to recover fees paid under protest
Status: in_force

October 1, 1953 Senate Bill 361 - 100th General Assembly If any fees required to be paid under sections 1703.01 to 1703.31 , inclusive, of the Revised Code, are paid under protest, if an action to recover such fees would lie against the secretary of state while they were held by him, and if such fees are paid into the state treasury in compliance with section 111.18 of the Revised Code, then actions to recover such fees shall be brought against the state and not against the secretary of state. For such purposes permission is hereby given to bring and maintain actions against the state to the extent that such actions might be brought and maintained against the secretary of state if the fees were held by him. Service of process in such actions shall be made on the attorney general, who shall represent the state.
Ohio Rev. Code § 1701.39 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.39
§ 1701.39. Annual meeting
Status: in_force

September 30, 1974 Senate Bill 155 - 110th General Assembly An annual meeting of shareholders for the election of directors and the consideration of reports to be laid before such meeting shall be held on a date designated by, or in the manner provided for in, the articles or in the regulations. In the absence of such designation, the annual meeting shall be held on the first Monday of the fourth month following the close of each fiscal year of the corporation. When the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called for that purpose.
Ohio Rev. Code § 1710.07 — Ohio Revised Code / Title 17 / Chapter 1710 / § 1710.07
§ 1710.07. Permitted costs of plan
Status: in_force

June 17, 2010 Senate Bill 232 - 128th General Assembly The cost of any public improvements or public services plan of a special improvement district may include, but is not limited to, the following: (A) The cost of creating and operating the district under this chapter, including creating and operating a nonprofit organization organized under this chapter, hiring employees and professional services, contracting for insurance, and purchasing or leasing office space or office equipment; (B) The cost of planning, designing, and implementing the public improvements or public services plan, including payment of architectural, engineering, legal, appraisal, insurance, consulting, energy auditing, and planning fees and expenses, and, for public services, the management, protection, and maintenance costs of public or private facilities; (C) Any court costs incurred by the district in implementing the public improvements or public services plan; (D) Any damages resulting from implementing the public improvements or public services plan; (E) The costs of issuing, paying interest on, and redeeming notes and bonds issued for funding the public improvements or public services plan; and (F) The costs associated with the sale, lease, lease with an option to purchase, conveyance of other interests in, or other contracts for the acquisition, construction, maintenance, repair, furnishing, equipping, operation, or improvement of any special energy improvement project by the district, between a participating political subdivision and the special improvement district, or between the special improvement district and any owner of real property in the special improvement district on which a special energy improvement project has been acquired, installed, equipped, or improved.
Ohio Rev. Code § 1733.15 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.15
§ 1733.15. Board of directors
Status: in_force

September 11, 2008 Senate Bill 247 - 127th General Assembly (A) Except as otherwise provided by law, the articles, or regulations, the corporate powers of a credit union shall be exercised, its business conducted, and its property controlled by a board of directors, provided that the number of directors fixed by the articles or regulations shall not be less than five. (B) All directors shall be voting members of the credit union. (C) The articles or regulations may divide directors into two or more classes whose terms of office shall expire at different times and may fix the term of office of the directors or of any class of directors at not more than three years from the date of their election. (D) For their own government, the directors may adopt or amend bylaws or adopt amended bylaws not inconsistent with the articles or regulations. (E) In discharging official duties, a director may, when acting with reasonable care and in good faith, rely upon the books and records of the credit union, upon reports made to the credit union by an officer or employee or by any other person selected for the purpose with reasonable care by the credit union, and upon financial statements or written reports prepared by an officer or employee of the credit union in charge of its accounts or certified by a public accountant or firm of public accountants. (F) A credit union shall not elect or appoint a person to its board of directors who is presently serving as a director of another credit union, unless either of the following conditions has been met: (1) If the person presently serves on the board of directors of a credit union having assets of less than five million dollars, the credit union, prior to retaining the person's services, notifies the superintendent of credit unions in writing of the person's candidacy or appointment as a director. (2) If the person presently serves on the board of directors of a credit union having assets of five million dollars or more, the superintendent has approved the person's candidacy or appointment. (G) If the number of candidates for the board of directors does not exceed the number of director positions being elected, those candidates shall be deemed elected and shall serve as set forth in the articles or regulations.
Ohio Rev. Code § 1701.42 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.42
§ 1701.42. Waiver of notice
Status: in_force

May 16, 2002 House Bill 278 - 124th General Assembly Notice of the time, place, if any, and purposes of any meeting of shareholders or directors, as the case may be, whether required by law, the articles, the regulations, or (in the case of directors) the bylaws, may be waived in writing, either before or after the holding of such meeting, by any shareholder, or by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any shareholder or any director at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by the shareholder or director of notice of such meeting. A telegram, cablegram, electronic mail, or an electronic or other transmission capable of authentication that appears to have been sent by a person described in this section and that contains a waiver by that person is a writing for the purposes of this section.
Ohio Rev. Code § 1746.07 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.07
§ 1746.07. Amendment of trust
Status: in_force

March 18, 1983 Senate Bill 435 - 114th General Assembly A trust instrument may be amended in the manner specified in it or in any manner that is valid under the common or statutory law applicable to the business trust created by the instrument.
Ohio Rev. Code § 1746.02 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.02
§ 1746.02. Status of business trusts
Status: in_force

March 18, 1983 Senate Bill 435 - 114th General Assembly A business trust is hereby declared to be a permitted form of association for the conduct of business in this state. A business trust is a separate unincorporated legal entity, not a partnership, joint venture, joint-stock association, agency, or any other form of entity.
Ohio Rev. Code § 1702.51 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.51
§ 1702.51. Receiver for winding up affairs of corporation
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly (A) Whenever, after a corporation is dissolved voluntarily or the articles of a corporation have been canceled or the period of existence of a corporation has expired, a receiver is appointed to wind up the affairs of the corporation, all the claims, demands, rights, interests, or liens of creditors, claimants, and members shall be determined as of the day on which the receiver was appointed. Unless it is otherwise ordered, such appointment vests in the receiver and the receiver's successors the right to the immediate possession of all the property of the corporation, which shall, if so ordered, execute and deliver conveyances of such property to the receiver or the receiver's nominee. (B) Any officer, director, member, or other person, whether a resident of the state or a nonresident and however interested, may be appointed as receiver. (C) The receiver shall have all the authority vested in the directors and officers of the corporation, shall exercise such authority subject to such orders as are made by the court, and may be required to qualify by giving bond to the state in such amount as the court fixes, with surety to the satisfaction of the clerk of the court, conditioned for the faithful discharge of the receiver's duties and for a due accounting for all money or property received by the receiver.
Ohio Rev. Code § 1702.12 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.12
§ 1702.12. Authority of nonprofit corporation
Status: in_force

May 4, 2012 House Bill 48 - 129th General Assembly (A) A corporation may sue and be sued. (B) A corporation may adopt and alter a corporate seal and use it or a facsimile of it, but failure to affix the corporate seal shall not affect the validity of any instrument. (C) Unless otherwise provided in the articles, a corporation may take property of any description, or any interest in property, by gift, devise, or bequest. (D) Subject to limitations prescribed by law or in its articles, a corporation may make donations for the public welfare, for religious, charitable, scientific, literary, or educational purposes, or in furtherance of any of its purposes. (E)(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of or a volunteer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, member, manager, or agent of or a volunteer of another domestic or foreign nonprofit corporation or business corporation, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe the person's conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not create, of itself, a presumption that the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, a presumption that the person had reasonable cause to believe that the person's conduct was unlawful. (2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that the person is or was a director, officer, employee, or agent of or a volunteer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, member, manager, or agent of or a volunteer of another domestic or foreign nonprofit corporation or business corporation, a limited liability company, or a partnership, joint venture, trust, or other enterprise against expenses, including attorney's fees, actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following: (a) Any claim, issue, or matter as to which the person is adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court considers proper; (b) Any action or suit in which liability is asserted against a director and that liability is asserted only pursuant to section 1702.55 of the Revised Code. (3) To the extent that a director, officer, employee, member, manager, agent, or volunteer has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter in such an action, suit, or proceeding, the person shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by the person in connection with that action, suit, or proceeding. (4) Unless ordered by a court and subject to division (E)(3) of this section, any indemnification under division (E)(1) or (2) of this section shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee, member, manager, agent, or volunteer is proper in the circumstances because the person has met the applicable standard of conduct set forth in division (E)(1) or (2) of this section. Such determination shall be made in any of the following manners: (a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E)(1) or (2) of this section; (b) Whether or not a quorum as described in division (E)(4)(a) of this section is obtainable, and if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years; (c) By the members; (d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E)(1) or (2) of this section was brought. If an action or suit by or in the right of the corporation is involved, any determination made by the disinterested directors under division (E)(4)(a) of this section or by independent legal counsel under division (E)(4)(b) of this section shall be communicated promptly to the person who threatened or brought the action or suit under division (E)(2) of this section, and, within ten days after receipt of that notification, the person shall have the right to petition the court of common pleas or the court in which the action or suit was brought to review the reasonableness of that determination. (5)(a)(i) Unless, at the time of a director's or volunteer's act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or regulations of the corporation state, by specific reference to this division, that its provisions do not apply to the corporation, or unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is pursuant to section 1702.55 of the Revised Code, or unless division (E)(5)(a)(ii) of this section applies, the expenses incurred by the director or volunteer in defending the action, suit, or proceeding, including attorney's fees, shall be paid by the corporation. Upon the request of the director or volunteer and in accordance with division (E)(5)(b) of this section, those expenses shall be paid as they are incurred, in advance of the final disposition of the action, suit, or proceeding. (ii) Notwithstanding division (E)(5)(a)(i) of this section, the expenses incurred by a director or volunteer in defending an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, including attorney's fees, shall not be paid by the corporation upon the final disposition of the action, suit, or proceeding, or, if paid in advance of the final disposition of the action, suit, or proceeding, shall be repaid to the corporation by the director or volunteer, if it is proved, by clear and convincing evidence, in a court with jurisdiction that the act or omission of the director or volunteer was one undertaken with a deliberate intent to cause injury to the corporation or was one undertaken with a reckless disregard for the best interests of the corporation. (b) Expenses, including attorney's fees, incurred by a director, officer, employee, member, manager, agent, or volunteer in defending any action, suit, or proceeding referred to in division (E)(1) or (2) of this section may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, member, manager, agent, or volunteer to repay the amount if it ultimately is determined that the person is not entitled to be indemnified by the corporation. (6) The indemnification or advancement of expenses authorized by this section is not exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification or advancement of expenses, pursuant to the articles, the regulations, any agreement, a vote of members or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, officer, employee, member, manager, agent, or volunteer and shall inure to the benefit of the heirs, executors, and administrators of that person. A right to indemnification or to advancement of expenses arising under a provision of the articles or the regulations shall not be eliminated or impaired by an amendment to that provision after the occurrence of the act or omission that becomes the subject of the civil, criminal, administrative, or investigative action, suit, or proceeding for which the indemnification or advancement of expenses is sought, unless the provision in effect at the time of that act or omission explicitly authorizes that elimination or impairment after the act or omission has occurred. (7) A corporation may purchase and maintain insurance, or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was a director, officer, employee, agent, or volunteer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, member, manager, agent, or volunteer of another domestic or foreign nonprofit corporation or business corporation, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against that liability under this section. Insurance may be so purchased from or so maintained with a person in which the corporation has a financial interest. (8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2) of this section does not limit the payment of expenses as they are incurred, in advance of the final disposition of an action, suit, or proceeding, pursuant to division (E)(5) of this section or the payment of indemnification, insurance, or other protection that may be provided pursuant to division (E)(6) or (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments made by a corporation pursuant to division (E)(5), (6), or (7) of this section. (9) As used in division (E) of this section, "corporation" includes all constituent corporations in a consolidation or merger, and the new or surviving corporation, so that any person who is or was a director, officer, employee, agent, or volunteer of a constituent corporation or is or was serving at the request of a constituent corporation as a director, officer, employee, member, manager, agent, or volunteer of another domestic or foreign nonprofit corporation or business corporation, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as the person would if the person had served the new or surviving corporation in the same capacity. (F) In carrying out the purposes stated in its articles and subject to limitations prescribed by law or in its articles, a corporation may do the following: (1) Purchase or otherwise acquire, lease as lessee, invest in, hold, use, lease as lessor, encumber, sell, exchange, transfer, and dispose of property of any description or any interest in property of any description; (2) Make contracts; (3) Form or acquire the control of other domestic or foreign nonprofit corporations or business corporations; (4) Be a partner, member, associate, or participant in other enterprises or ventures, whether profit or nonprofit; (5) Borrow money, and issue, sell, and pledge its notes, bonds, and other evidences of indebtedness, and secure any of its obligations by mortgage, pledge, or deed of trust, of all or any of its property, and guarantee or secure obligations of any person; (6) Become a member of another corporation; (7) Conduct its affairs in this state and elsewhere; (8) Resist a change or potential change in control of the corporation, if the directors, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in the best interests of the corporation, upon consideration of any of the matters set forth in division (F) of section 1702.30 of the Revised Code; (9) Do all things permitted by law and exercise all authority within the purposes stated in its articles or incidental to those purposes. (G) Irrespective of the purposes stated in its articles, but subject to limitations or prohibitions stated in its articles, a corporation, in addition to the authority conferred by division (F) of this section, may invest its funds not currently needed in carrying out its purposes in any shares or other securities of another nonprofit corporation or business corporation, or another business or undertaking. (H)(1) Notwithstanding any other provision of this section to the contrary, no corporation that is a "private foundation," as defined in section 509 of the Internal Revenue Code, shall do the following: (a) Engage in any act of "self-dealing," as defined in section 4941 (d) of the Internal Revenue Code, that would give rise to any liability for any tax imposed by section 4941 of the Internal Revenue Code; (b) Retain any "excess business holdings," as defined in section 4943 (c) of the Internal Revenue Code, that would give rise to any liability for any tax imposed by section 4943 of the Internal Revenue Code; (c) Make any investment that would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the Internal Revenue Code, so as to give rise to any liability for any tax imposed by that section; (d) Make any "taxable expenditures," as defined in section 4945 (d) of the Internal Revenue Code, that would give rise to any liability for any tax imposed by section 4945 of the Internal Revenue Code. (2) Each corporation that is a "private foundation," as defined in section 509 of the Internal Revenue Code, shall, for the purposes specified in its articles, distribute at such time and in such manner, for each taxable year, amounts at least sufficient to avoid liability for any tax imposed by section 4942 of the Internal Revenue Code. (3) Divisions (H)(1) and (2) of this section apply to all corporations described in them, whether or not contrary to the provisions of the articles or regulations of such a corporation, except that divisions (H)(1) and (2) of this section do not apply to a corporation in existence on September 17, 1971, to the extent that such corporation provides to the contrary by amendment to its articles adopted after that date. (4) Violation of a provision of division (H)(1) or (2) of this section by a corporation to which the provisions of those divisions are applicable is not cause for cancellation of its articles. No director or officer of a corporation to which the provisions of division (H)(1) or (2) of this section are applicable is personally liable for a violation of a prohibition or requirement of those provisions, unless the director or officer participated in such violation knowing that it was a violation, and no director or officer is personally liable if such violation was not willful and was due to reasonable cause, except that this division does not exonerate a director or officer from any responsibility or liability to which the director or officer is subject under any other rule of law, whether or not duplicated in division (H)(1) or (2) of this section. (5) Except as provided in division (H)(4) of this section, nothing in division (H) of this section impairs the rights and powers of the courts or the attorney general of this state with respect to any corporation. (6) As used in division (H) of this section, "Internal Revenue Code" means the "Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1, as amended. (I)(1) No lack of, or limitation upon, the authority of a corporation shall be asserted in any action except as follows: (a) By the state in an action by it against the corporation; (b) By or on behalf of the corporation against a director, an officer, or a member as such; (c) By a member as such or by or on behalf of the members against the corporation, a director, an officer, or a member as such. (2) Division (I)(1) of this section shall apply to any action brought in this state upon any contract made in this state by a foreign corporation.
Ohio Rev. Code § 1733.411 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.411
§ 1733.411. Adoption of administrative rules
Status: in_force

July 14, 1987 Senate Bill 149 - 117th General Assembly The superintendent of credit unions, in accordance with Chapter 119. of the Revised Code and subject to section 1733.41 of the Revised Code, shall adopt the following rules: (A) Rules regulating payments, by credit unions, to or on behalf of any business entity that employs, or that is owned or controlled by, a director or officer of the credit union; (B) Rules prohibiting a credit union from paying or offering to pay compensation or any other remuneration to one of its members due solely to the member's status as a member. These rules shall not prohibit any member of a credit union from receiving dividends that have been properly declared, or from receiving compensation for services rendered to the credit union, so long as the compensation is reasonable in relation to the services rendered. The rules may, however, require the reporting of compensation received by members for services rendered. (C) Rules prescribing accounting principles and practices that are to be observed and utilized by outside auditors in conducting audits under section 1733.19 of the Revised Code. The accounting principles and practices prescribed for outside auditors may exceed those otherwise prescribed in rules adopted under section 1733.41 of the Revised Code, but shall be generally in accordance with accepted accounting principles as defined by the American institute of certified public accountants.
Ohio Rev. Code § 1707.163 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.163
§ 1707.163. Application for and issuance of state retirement system investment adviser license
Status: in_force

December 29, 2023 Senate Bill 131 - 134th General Assembly (A) Application for a state retirement system investment officer's license shall be made in accordance with this section by filing with the division of securities the information, materials, and forms specified in rules adopted by the division. (B)(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 officer. (2) If the application for a state retirement system investment officer's license involves investigation outside of this state, the applicant may be required by the division to advance sufficient funds to pay any of the actual expenses of the investigation. The division shall furnish the applicant with an itemized statement of the expenses the applicant is required to pay. (C) The division shall by rule require an applicant for a state retirement system investment officer's license to pass an examination designated by the division or achieve a specified professional designation unless the applicant meets both of the following requirements: (1) Acts as a state retirement system investment officer on September 15, 2004; (2) Has experience or equivalent education acceptable to the division. (D)(1) Except as provided in division (D)(2) of this section, if the division finds that the applicant is of good business repute, appears to be qualified to act as a state retirement system investment officer, and has complied with this chapter and rules adopted under this chapter by the division, the division, on 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 a state retirement system investment officer. (2) The division shall issue a license authorizing an applicant to act as a state retirement system investment officer in accordance with Chapter 4796. of the Revised Code to an applicant if either of the following applies: (a) The applicant holds a license in another state. (b) The applicant has satisfactory work experience, a government certification, or a private certification as described in that chapter as a state retirement system investment officer in a state that does not issue that license. Last updated December 29, 2023 at 7:12 AM
Ohio Rev. Code § 1776.34 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.34
§ 1776.34. Statement of denial
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly A partner, or other person that a filed statement of partnership authority names as a partner or included in a list an agent maintains pursuant to division (B) of section 1776.33 of the Revised Code, may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority under divisions (D) and (E) of section 1776.33 of the Revised Code.
Ohio Rev. Code § 1751.27 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.27
§ 1751.27. Deposit of securities with superintendent or custodian
Status: in_force

June 4, 1997 Senate Bill 67 - 122nd General Assembly (A) Each health insuring corporation holding a certificate of authority to operate in this state shall have deposited securities with the superintendent of insurance or an approved custodian in the amount required by this division. (1) Each health insuring corporation authorized to provide basic health care services shall maintain a deposit of not less than two hundred fifty thousand dollars. (2) Each health insuring corporation authorized to provide only supplemental health care services shall maintain a deposit of not less than one hundred fifty thousand dollars. (3) Each health insuring corporation authorized to provide only specialty health care services shall maintain a deposit of not less than seventy-five thousand dollars. (4) Each health insuring corporation authorized to provide both basic health care services and supplemental health care services shall maintain a deposit of not less than four hundred thousand dollars. (5) Each health insuring corporation authorized to provide both basic health care services and specialty health care services shall maintain a deposit of not less than three hundred twenty-five thousand dollars. (B) The securities deposited under division (A) of this section shall be held as security for the fulfillment of the obligations of the health insuring corporation to its enrollees under this chapter. (C) The interest from the deposit made under division (A) of this section shall accrue to the health insuring corporation that made the deposit. The deposit shall be considered to be an admitted asset of the health insuring corporation. (D) The superintendent shall adopt rules setting forth the qualifications and responsibilities of an approved custodian.
Ohio Rev. Code § 1725.02 — Ohio Revised Code / Title 17 / Chapter 1725 / § 1725.02
§ 1725.02. Committees of arbitration
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 establish and appoint committees of reference and arbitration and committees of appeals, which committees shall be governed by such rules as are prescribed in the association's rules or bylaws for the settlement of such matters of reference as are submitted voluntarily for arbitration by members of the association or by other persons.
Ohio Rev. Code § 1751.823 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.823
§ 1751.823. Filing certificate of compliance
Status: in_force

May 1, 2000 House Bill 4 - 123rd General Assembly A health insuring corporation shall annually file a certificate with the superintendent of insurance certifying its compliance with sections 1751.77 to 1751.82 of the Revised Code.
Ohio Rev. Code § 1783.03 — Ohio Revised Code / Title 17 / Chapter 1783 / § 1783.03
§ 1783.03. Control and management
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly There shall be at least one meeting of the members of a limited partnership association in each year at which not less than three nor more than five managers must be elected, one of whom shall be the chairman, one the treasurer, and one the secretary, except that one may be both treasurer and secretary. Such managers shall hold their respective offices for one year, and until their successors are duly installed. No debt shall be contracted, or liability incurred, for the association, except by one or more of such managers, and no liability for an amount exceeding five hundred dollars, except against the person incurring it, shall bind the association unless reduced to writing and signed by at least two such managers.
Ohio Rev. Code § 1706.04 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.04
§ 1706.04. Separate legal entity
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A limited liability company is a separate legal entity. A limited liability company's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. (B) A limited liability company has perpetual duration.
Ohio Rev. Code § 1739.05 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.05
§ 1739.05. Minimum enrollment
Status: in_force

April 9, 2025 House Bill 238 - 135th General Assembly (A) A multiple employer welfare arrangement that is created pursuant to sections 1739.01 to 1739.22 of the Revised Code and that operates a group self-insurance program may be established only if any of the following applies: (1) The arrangement has and maintains a minimum enrollment of three hundred employees of two or more employers. (2) The arrangement has and maintains a minimum enrollment of three hundred self-employed individuals. (3) The arrangement has and maintains a minimum enrollment of three hundred employees or self-employed individuals in any combination of divisions (A)(1) and (2) of this section. (B) A multiple employer welfare arrangement that is created pursuant to sections 1739.01 to 1739.22 of the Revised Code and that operates a group self-insurance program shall comply with all laws applicable to self-funded programs in this state, including sections 3901.04 , 3901.041 , 3901.19 to 3901.26 , 3901.38 , 3901.381 to 3901.3814 , 3901.40 , 3901.45 , 3901.46 , 3901.491 , 3902.01 to 3902.14 , 3923.041 , 3923.24 , 3923.282 , 3923.30 , 3923.301 , 3923.38 , 3923.602 , 3923.63 , 3923.80 , 3923.84 , 3923.85 , 3923.851 , 3923.86 , 3923.87 , 3923.89 , 3923.90 , 3924.031 , 3924.032 , and 3924.27 of the Revised Code. (C) A multiple employer welfare arrangement created pursuant to sections 1739.01 to 1739.22 of the Revised Code shall solicit enrollments only through agents or solicitors licensed pursuant to Chapter 3905. of the Revised Code to sell or solicit sickness and accident insurance. (D) A multiple employer welfare arrangement created pursuant to sections 1739.01 to 1739.22 of the Revised Code shall provide benefits only to individuals who are members, employees of members, or the dependents of members or employees, or are eligible for continuation of coverage under section 1751.53 or 3923.38 of the Revised Code or under Title X of the "Consolidated Omnibus Budget Reconciliation Act of 1985," 100 Stat. 227, 29 U.S.C.A. 1161, as amended. (E) A multiple employer welfare arrangement created pursuant to sections 1739.01 to 1739.22 of the Revised Code is subject to, and shall comply with, sections 3903.81 to 3903.93 of the Revised Code in the same manner as other life or health insurers, as defined in section 3903.81 of the Revised Code. Last updated February 13, 2025 at 5:27 PM
Ohio Rev. Code § 1706.332 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.332
§ 1706.332. Power of personal representative of deceased member
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly If a member dies, the deceased member's personal representative or other legal representative may, for purposes of settling the estate, exercise the rights of a current member under section 1706.33 of the Revised Code.
Ohio Rev. Code § 1747.09 — Ohio Revised Code / Title 17 / Chapter 1747 / § 1747.09
§ 1747.09. Perpetual period of existence - termination
Status: in_force

July 17, 1978 House Bill 289 - 112th General Assembly Unless otherwise stated in the trust instrument, a real estate investment trust authorized to transact real estate business in this state has a perpetual period of existence and is not affected by any rule against perpetuities. Nothing contained in this section shall be construed or interpreted to limit, prohibit, or invalidate any provision of a trust instrument providing that such real estate investment trust may be terminated at any time by action of the trustees or by the vote of a specified percentage in interest of the beneficial owners thereof.
Ohio Rev. Code § 1704.06 — Ohio Revised Code / Title 17 / Chapter 1704 / § 1704.06
§ 1704.06. Contents of articles of incorporation
Status: in_force

April 11, 1990 Senate Bill 321 - 118th General Assembly (A) If the original articles of an issuing public corporation state, or if the articles of an issuing public corporation have been amended to state, by specific reference to this chapter, that this chapter does not apply to the corporation, the corporation may amend its articles, in compliance with the provisions of section 1701.70 , 1701.71 , or 1701.72 of the Revised Code, to eliminate or modify that statement. (B) For any corporation, whether or not it is an issuing public corporation, regulations of the corporation may be adopted or amended, in compliance with the provisions of section 1701.11 of the Revised Code, to include both a statement that the provisions of this chapter apply to the corporation, whether or not it is or continues to be an issuing public corporation, in a transaction that would be a Chapter 1704. transaction for a corporation that is an issuing public corporation, and reasonable sanctions for failure to comply with the provisions of this chapter.
Ohio Rev. Code § 1711.081 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.081
§ 1711.081. Eligibility for public office
Status: in_force

September 3, 1997 House Bill 117 - 122nd General Assembly The positions of members of the board of directors, officers, and employees of a county or independent agricultural society are not public offices, and persons holding those positions are eligible to hold any public office except for the office of county commissioner.
Ohio Rev. Code § 1726.02 — Ohio Revised Code / Title 17 / Chapter 1726 / § 1726.02
§ 1726.02. Formation of corporation - contents of articles of incorporation
Status: in_force

January 9, 1961 House Bill 1 - 104th General Assembly Ten or more natural persons, a majority of whom are citizens of this state, may form a development corporation under the provisions of Chapter 1726. of the Revised Code by subscribing and thereafter filing in the office of the secretary of state articles of incorporation which shall set forth: (A) The name of the corporation, which shall include the words "Ohio Development Corporation"; (B) The place in this state where the principal office of the corporation is to be located; (C) The purposes for which the corporation is formed, which shall include but need not be limited to, the following: to promote, aid, and through the united efforts of the institutions and corporations which shall from time to time become members or shareholders, develop and advance the industrial and business prosperity of the state or any section thereof; to encourage any industry; to stimulate and help expand all kinds of business ventures which tend to promote the growth of the state or any section thereof; to act whenever and wherever deemed by it advisable in conjunction with other organizations, including the small business administration of the United States and small business investment companies licensed under federal authority, to promote agricultural, industrial, and business developments within the state; and to furnish for approved and deserving applicants ready and required money for the carrying on and development of business or industrial undertakings; (D) The authorized number of shares which shall be of the par value of one hundred dollars per share; (E) The amount of stated capital with which the corporation will begin business, which shall not be less than five thousand dollars.
Ohio Rev. Code § 1723.03 — Ohio Revised Code / Title 17 / Chapter 1723 / § 1723.03
§ 1723.03. Right to appropriate public way
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Sections 1723.01 to 1723.02 of the Revised Code do not confer power to appropriate any portion of, or confer any right in, any street, alley, highway, or other public way or land situated within any municipal corporation without such municipal corporation's consent.
Ohio Rev. Code § 1761.12 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.12
§ 1761.12. Terminating participation in corporation of participating credit union
Status: in_force

March 23, 2015 House Bill 652 - 130th General Assembly (A) A credit union share guaranty corporation may terminate the participation in the corporation of a participating credit union for any of the following reasons: (1) The participating credit union fails to satisfy the risk eligibility standards established by the corporation and applicable to all applying and participating credit unions; (2) The participating credit union otherwise operates in an unsafe and unsound manner as determined by the corporation; (3) The participating credit union fails to furnish financial statements, delinquent loan reports, or other information considered necessary by the corporation under division (B) or (C) of section 1761.08 of the Revised Code; (4) The participating credit union fails to remedy in a timely manner a qualification arising from an audit under division (E) of section 1761.08 of the Revised Code; (5) The participating credit union fails to pay when due a capital contribution or applicable premium, fee, or assessment under section 1761.10 of the Revised Code; (6) The participating credit union fails to comply with any provision of this chapter, the articles of incorporation or bylaws of the corporation, or any corrective action agreement executed between the participating credit union and the corporation; (7) Continued participation would result in a violation of this chapter or other applicable state or federal law by the corporation. (B)(1) The credit union share guaranty corporation shall, at least thirty days prior to the effective date of any termination, notify in writing the participating credit union to be terminated and the superintendent of credit unions, any other credit union supervisory authority, or the national credit union administration of the pending termination and the reasons for such termination. (2) The thirty-day notice of termination required under division (B)(1) of this section does not apply to the termination of excess coverage.
Ohio Rev. Code § 1745.12 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.12
§ 1745.12. Assets subject to judgment, execution and other process
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly All assets, property, funds, and rights or interests, at law or in equity, of any unincorporated nonprofit association shall be subject to judgment, execution, and other process. A money judgment against an unincorporated nonprofit association shall be enforced only against the association as an entity and shall not be enforceable against the property of any manager or member of the association.
Ohio Rev. Code § 1751.811 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.811
§ 1751.811. Internal and external reviews
Status: in_force

December 26, 2011 House Bill 218 - 129th General Assembly In lieu of conducting a prospective, concurrent, or retrospective review under section 1751.81 of the Revised Code, providing a reconsideration under section 1751.82 of the Revised Code, or conducting an internal review under section 1751.83 of the Revised Code, a health insuring corporation may afford an enrollee an opportunity for an external review under section 3922.08 or 3922.10 of the Revised Code. If an external review is conducted pursuant to this section, the health insuring corporation is not required to afford the enrollee an opportunity for any of the reviews that were disregarded pursuant to this section, including the external review that may have resulted from a review that was disregarded pursuant to this section, unless new clinical information is submitted to the health insuring corporation.
Ohio Rev. Code § 1719.09 — Ohio Revised Code / Title 17 / Chapter 1719 / § 1719.09
§ 1719.09. Site of directors' meetings
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Until the estate is finally settled, the board of directors of a charitable trust incorporated as provided in sections 1719.06 to 1719.12 , inclusive, of the Revised Code, may meet in the state of the domicile of the testator.
Ohio Rev. Code § 1701.591 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.591
§ 1701.591. Close corporation agreement
Status: in_force

March 24, 2021 Senate Bill 21 - 133rd General Assembly (A) In order to qualify as a close corporation agreement under this section, the agreement shall meet the following requirements: (1) Every person who is a shareholder of the corporation at the time of the agreement's adoption, whether or not entitled to vote, shall have assented to the agreement in writing; (2) The agreement shall be set forth in the articles, the regulations, or another written instrument; (3) The agreement shall include a statement that it is to be governed by this section. (B) A close corporation agreement that is not set forth in the articles or the regulations shall be entered in the record of minutes of the proceedings of the shareholders of the corporation and shall be subject to the provisions of division (C) of section 1701.92 of the Revised Code. (C) Irrespective of any other provisions of this chapter, but subject to division (D)(2) of this section, a close corporation agreement may contain provisions, which shall be binding on the corporation and all of its shareholders, regulating any aspect of the internal affairs of the corporation or the relations of the shareholders among themselves, including the following: (1) Regulation of the management of the business and affairs of the corporation; (2) The right of one or more shareholders to dissolve the corporation at will or on the occurrence of a specified event or contingency; (3) The obligation to vote the shares of a person as specified, or voting requirements, including the requirement of the affirmative vote or approval of all shareholders or of all directors, which voting requirements need not appear in the articles unless the close corporation agreement is set forth in the articles; (4) The designation of the persons who shall be the officers or directors of the corporation; (5) The authority of any individual who holds more than one office of the corporation to execute, acknowledge, or certify in more than one capacity any instrument required to be executed, acknowledged, or certified by the holders of two or more offices; (6) The terms and conditions of employment of an officer or employee of the corporation without regard to the period of employment; (7) The declaration and payment of dividends or distributions or the division of profits; (8) Elimination of the board of directors, restrictions upon the exercise by directors of their authority, or delegation to one or more shareholders or other persons of all or part of the authority of the directors; (9) Conferring on any shareholder or agent of a shareholder the absolute right, without the necessity of stating any purpose, to examine and copy during usual business hours any of the corporation's records or documents to which reference is made in section 1701.37 of the Revised Code; (10) Prohibition of or limitation upon the issuance or sale by the corporation of any of its shares, including treasury shares, without the affirmative vote or approval of the holders of all or a proportion of the outstanding shares or unless other specified terms and conditions are met; (11) Arbitration of issues on which the shareholders are deadlocked in voting power or on which the directors or other parties managing the corporation are deadlocked; (12) Dispensing with the annual meeting of shareholders unless a shareholder, by written notice to the president or secretary either by personal delivery or by mail within thirty days after the end of the most recent fiscal year of the corporation, requests that the meeting be held. (D) Except as may be necessary to give effect to divisions (C)(3), (5), (8), (9), and (12) and division (I) of this section, any provision of a close corporation agreement that does either of the following shall be invalid: (1) Eliminates the filing with the secretary of state of any document required under this chapter or changes the required form or content of the document; (2) Waives or alters the effect of any of the provisions of section 1701.03 , 1701.18 , 1701.24 , 1701.25 , 1701.30 , 1701.31 , 1701.32 , 1701.33 , 1701.35 , 1701.37 , 1701.38 , 1701.39 , 1701.591 , 1701.91 , 1701.93 , 1701.94 , 1701.95 , or the first sentence of section 1701.64 of the Revised Code. Unless otherwise provided in the close corporation agreement, the invalidity of a provision pursuant to this division does not affect the validity of the remainder of the agreement. Any certificate that is required to be filed with the secretary of state with respect to the authorization or taking of any action pursuant to a close corporation agreement that would not be permitted under this chapter in the absence of division (C) of this section shall recite the existence of a close corporation agreement that authorizes the action. (E)(1) Except as provided in division (E)(2) of this section, a close corporation agreement may be amended or terminated by the affirmative vote or written consent of the holders, then parties to the close corporation agreement, of all of the outstanding shares of each class or, as may be provided by the close corporation agreement, of the holders, then parties to the close corporation agreement, of a proportion of not less than four-fifths of the outstanding shares of each class. If a close corporation agreement is amended or terminated by the written consent of the holders of fewer than all of the shares, the secretary of the corporation shall mail a copy of the amendment or a notice of the termination to each shareholder who did not so consent. If a close corporation agreement set forth in the articles is amended, the amendment shall not be effective unless it is filed as an amendment to the articles pursuant to section 1701.73 of the Revised Code. No corporation with respect to which a close corporation agreement is in effect shall cause to occur any of the actions described in division (I)(1)(a), (b), or (c) of this section unless the action has been authorized by the affirmative vote or written consent of the holders, then parties to the close corporation agreement, of that proportion of shares of each class that is required to terminate the close corporation agreement. (2) A close corporation agreement that was in existence on December 31, 1993, and that did not specify on that date and that has not specified since that date the proportion of shares required to amend or terminate the close corporation agreement may be amended or terminated by the affirmative vote or written consent of the holders, then parties to the close corporation agreement, of four-fifths of the outstanding shares of each class. (F) No close corporation agreement is invalid among the parties or in respect of the corporation on any of the following grounds: (1) The agreement is an attempt to treat the corporation as if it were a partnership or to arrange the relationship of the parties in a manner that would be appropriate only among partners; (2) The agreement provides for the conduct of the affairs of a corporation or relations among shareholders in any manner that would be inappropriate or unlawful under provisions of this chapter other than those set forth in division (D)(2) of this section or under other applicable law; (3) The agreement interferes with the authority or discretion of the directors; (4) The agreement has not been filed with the minutes as required by division (B) of this section. (G) If a close corporation agreement provides that there shall be no board of directors, both of the following apply: (1) The shareholders, for the purposes of any statute or rule of law relating to corporations, are deemed to be the directors and to have all of the liabilities, immunities, defenses, and indemnifications of directors with respect to any action or inaction of the corporation, except that any shareholder who is not permitted by the articles, the regulations, or the close corporation agreement to vote on or assent to an action or assent to an inaction shall not be liable as a director with respect to the action or inaction. (2) Except to the extent that the voting rights of the shares of a class are increased, limited, or denied by the articles, the regulations, or the close corporation agreement, each outstanding share regardless of class shall entitle its holder to one vote on each matter, including any matter normally voted on by directors, that is properly submitted to the shareholders for their vote, consent, waiver, release, or other action. (H) The existence of a close corporation agreement shall be noted conspicuously on the face or the back of every certificate for shares of the corporation and a purchaser or transferee of shares represented by a certificate on which such a notation so appears shall be conclusively considered to have taken delivery with notice of the close corporation agreement. Any transferee of shares by gift, bequest, or inheritance and any purchaser or transferee of shares with knowledge or notice of a close corporation agreement is bound by the agreement and shall be considered to be a party to the agreement. (I)(1) A close corporation agreement becomes invalid under any of the following circumstances: (a) Shares of the corporation are listed on a national securities exchange. (b) Shares of the corporation are registered under section 12(g) of the "Securities Exchange Act of 1934," 48 Stat. 892, 15 U.S.C. 781, as amended. (c) Shares of the corporation have been included in a registration statement that has become effective pursuant to the "Securities Act of 1933," 84 Stat. 74, 15 U.S.C. 77a-77aa, and the corporation is required to file periodic reports and information pursuant to section 15(d) of the "Securities Exchange Act of 1934," 48 Stat. 892, 15 U.S.C. 77m, as amended. (d) Shares of the corporation are transferred or issued to a person who takes delivery of the certificate for the shares other than by gift, bequest, or inheritance and without knowledge or notice of the close corporation agreement; that person delivers to the corporation a written rejection of the close corporation agreement within ninety days after the date on which that person first received notice of the existence of the close corporation agreement or within three years of the date of transfer or issuance, whichever is earlier; and the corporation does not offer in writing, within thirty days after the date on which the corporation received the written rejection, to purchase the shares from that person for the full amount paid for the shares, or, having made an offer to purchase the shares for that amount, the corporation, upon that person's acceptance of the offer, does not purchase the shares in accordance with division (I)(3) of this section. (2) A close corporation agreement does not become invalid and the person to whom the shares are transferred or issued is not entitled to any payment from the corporation pursuant to division (I)(3) of this section if both of the following apply: (a) Shares of the corporation are transferred or issued to a person who takes delivery of the certificate for the shares other than by gift, bequest, or inheritance and without knowledge or notice of the close corporation agreement; (b) That person does either of the following: (i) Fails to deliver a written rejection of the close corporation agreement to the corporation within ninety days after the date on which that person first received notice of the existence of the close corporation agreement or within three years of the date of transfer or issuance, whichever is earlier; (ii) Fails, within thirty days after the date on which that person receives a written offer by the corporation to purchase the shares from that person for the full amount paid for the shares, to accept the offer. (3) If shares of a corporation are transferred or issued to a person who takes delivery of the certificate for the shares other than by gift, bequest, or inheritance and without knowledge or notice of the close corporation agreement and that person accepts an offer by the corporation to purchase the shares, the corporation shall pay to that person the full amount paid for the shares within seven days after that person delivers to the corporation the certificate for the shares and proof of payment of the amount paid for the shares. If the amount paid for the shares included property other than cash, the corporation, at its option, may return the property to that person or may pay to that person cash in an amount equal to the fair market value of the property on the date of transfer or issuance of the shares, as determined in good faith by the corporation. A shareholder who transfers shares to a person who takes delivery of the certificate for the shares other than by gift, bequest, or inheritance and without knowledge or notice of the close corporation agreement is liable to the corporation, upon the corporation's written demand made upon the shareholder within ninety days after the date on which the corporation made payment for the shares, for the full amount that the corporation paid for the shares. Upon receiving payment in that amount from the shareholder, the corporation shall transfer the shares to the shareholder. (4) In the event of the invalidity of a close corporation agreement and unless otherwise provided in the close corporation agreement, any provision contained in the close corporation agreement that would not be invalid under any other section of this chapter or under other applicable law remains valid and binding on the parties to the close corporation agreement. Any officer of the corporation who learns of the occurrence of any event causing the invalidity of the close corporation agreement shall immediately give written notice of the invalidity to all of the shareholders. If a close corporation agreement set forth in the articles of the corporation is terminated or becomes invalid, the officers of the corporation shall promptly sign and file the certificate of amendment prescribed by section 1701.73 of the Revised Code, setting forth the reason for the termination or invalidity and deleting the close corporation agreement from the articles. If the officers fail to execute and file the certificate within thirty days after the occurrence of the event giving rise to the termination or invalidity, the certificate may be signed and filed by any shareholder and shall set forth a statement that the person signing the certificate is a shareholder and is filing the certificate because of the failure of the officers to do so. (J) A close corporation agreement, in the sound discretion of a court exercising its equity powers, is enforceable by injunction, specific performance, or other relief that the court may determine to be fair and appropriate. (K) This section shall not be construed as prohibiting any other lawful agreement among two or more shareholders. (L) No corporation with respect to which a close corporation agreement is in effect, shall issue shares in uncertificated form, and any provision of the articles or regulations or any resolution of the directors of such a corporation, providing for the issuance of shares in uncertificated form, shall be ineffective during any period in which a close corporation agreement is in effect. The adoption of a close corporation agreement shall act as a transfer instruction to the corporation to replace uncertificated securities with appropriate certificated securities. (M) If the annual meeting of the shareholders is dispensed with in accordance with a provision in the close corporation agreement authorized by division (C)(12) of this section, the annual financial statements and any written statements or reports required by section 1701.38 of the Revised Code shall be delivered to each shareholder on or before the last date upon which the annual meeting otherwise could have been held. (N) The amendments to this section that are effective April 4, 1985, are remedial in nature and apply to all close corporation agreements created on or after November 17, 1981. The amendments to this section that are effective December 31, 1993, are remedial in nature and, except as those amendments otherwise provide, apply to all close corporation agreements created on or after November 17, 1981.
Ohio Rev. Code § 1702.28 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.28
§ 1702.28. Term and classification of directors
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly (A) Unless the articles or the regulations provide for a different term, each director shall hold office until the next annual meeting of voting members and until the director's successor is elected, or until the director's earlier resignation, removal from office, or death. (B) The articles or the regulations may provide for the classification of directors into classes and that the terms of office of the several classes need not be uniform.
Ohio Rev. Code § 1703.20 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.20
§ 1703.20. Freedom from attachment
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly A foreign corporation holding an unexpired and uncanceled license under sections 1703.01 to 1703.31 , inclusive, of the Revised Code, shall not be subject to process of attachment under any law of this state on the ground that it is a foreign corporation nonresident of this state.
Ohio Rev. Code § 1707.431 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.431
§ 1707.431. Claiming exemption for publicly advertised meeting
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly For purposes of this section, the following persons shall not be deemed to have effected, participated in, or aided the seller in any way in making, a sale or contract of sale in violation of sections 1707.01 to 1707.50 of the Revised Code: (A) Any attorney, accountant, or engineer whose performance is incidental to the practice of the person's profession; (B) Any person, other than an investment adviser, investment adviser representative, bureau of workers' compensation chief investment officer, or state retirement system investment officer, who brings any issuer together with any potential investor, without receiving, directly or indirectly, a commission, fee, or other remuneration based on the sale of any securities by the issuer to the investor. Remuneration received by the person solely for the purpose of offsetting the reasonable out-of-pocket costs incurred by the person shall not be deemed a commission, fee, or other remuneration. Any person claiming exemption under this division for a publicly advertised meeting shall file a notice with the division of securities indicating an intent to cause or hold such a meeting at least twenty-one days prior to the meeting. The division may, upon receipt of such notice, issue an order denying the availability of an exemption under this division not more than fourteen days after receipt of the notice based on a finding that the applicant is not entitled to the exemption. Notwithstanding the notice described in this section, a failure to file the notice does not create a presumption that a person was participating in or aiding in the making of a sale or contract of sale in violation of this chapter. (C) Any person whom the division exempts from this provision by rule.
Ohio Rev. Code § 1729.29 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.29
§ 1729.29. Books and records - examination by member or stockholder
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly (A) An association shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of meetings of its members, board, and delegates. The association shall keep at its principal office records of the names and addresses of all members and stockholders with the amount of ownership interests and stock held by each. (B) At any reasonable time, any member, upon written notice that states a proper purpose for an examination of books and records and that is delivered or sent to the association at least one week in advance, may examine those books and records pertinent to the purpose in the notice. The board may deny a request of a member to examine the books and records if the purpose is not proper because the purpose is not directly related to the person's interest as a member and is contrary to the best interests of the association. (C) At any reasonable time, a stockholder who is not a member, upon written notice that states a proper purpose for an examination of books and records and that is delivered or sent to the association at least one week in advance, may examine those books and records that are pertinent to the purpose in the notice. The board may deny a request of a stockholder to examine the books and records if the purpose is not proper because the purpose is not directly related to the person's interest as a stockholder and is contrary to the best interest of the association.
Ohio Rev. Code § 1776.71 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.71
§ 1776.71. Effect of merger or consolidation
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the partners, officers, or other authorized representatives of the respective constituent entities shall execute, acknowledge, and deliver those instruments and do those acts. For these purposes, the existence of the constituent entities and the authority of their respective partners, officers, directors, or other representatives continue notwithstanding the merger or consolidation. (2) In a consolidation, the new entity exists when the consolidation becomes effective. If the new entity is a domestic partnership, its original partnership agreement is the written partnership agreement that is contained in or provided for in the agreement of consolidation. (3) In a merger in which the surviving entity is a partnership, the written partnership agreement of the surviving partnership that is in effect immediately prior to the time the merger becomes effective is its partnership agreement after the merger except as otherwise provided in the agreement of merger. (4) The surviving or new entity possesses all of the following, and all of the following are vested in the surviving or new entity without any further act or deed: (a) Except to the extent limited by the mandatory provisions of applicable law: (i) All assets and property of every description of each constituent entity, and every interest in the assets and property of each constituent entity, wherever the assets, property, and interests are located. Title to any real estate or any interest in real estate that was vested in any constituent entity does not revert and is not in any way impaired by reason of the merger or consolidation. (ii) The rights, privileges, immunities, powers, franchises, and authority, whether of a public or private nature, of each constituent entity. (b) All obligations belonging to or due to each constituent entity. (5) The surviving or new entity is liable for all the obligations of each constituent entity, including liability to dissenting partners, dissenting shareholders, or other dissenting equity holders. Any claim existing or any action or proceeding pending by or against any constituent entity may be prosecuted to judgment with right of appeal as if the merger or consolidation had not taken place, or the surviving or new entity may be substituted in place of any constituent entity. (6) All the rights of creditors of each constituent entity are preserved unimpaired, and all liens upon the property of any constituent entity are preserved unimpaired, on only the property affected by those liens immediately before the effective date of the merger or consolidation. When a partner of a constituent partnership is not a general partner of the entity surviving or the new entity resulting from the merger or consolidation, the former partner is deemed to have dissociated as of that effective date of the merger or consolidation and the former partner's liability to third parties is determined in accordance with section 1776.56 of the Revised Code. The filing of a certificate of merger or consolidation from which it is clear that the former partner is not a general partner of the surviving or new entity has the effect provided by the filing of a statement of dissociation as provided in section 1776.57 of the Revised Code. (B) When a partner of a constituent partnership is not a general partner of the entity surviving or the new entity resulting from the merger or consolidation, unless that partner agrees otherwise in writing, the surviving or new entity shall indemnify the partner against all present or future liabilities of the constituent partnership of which the partner was a partner. Any amount payable pursuant to section 1776.77 of the Revised Code to a partner of the constituent partnership in which that partner was a partner is a present liability of that constituent partnership. (C) In the case of a merger of a constituent domestic partnership into a foreign surviving corporation, limited liability company, limited partnership, or limited liability partnership that is not licensed or registered to transact business in this state, or a consolidation of a constituent domestic partnership into a new foreign corporation, limited liability company, limited partnership, or limited liability partnership when the surviving or new entity intends to transact business in this state and the certificate of merger or consolidation is accompanied by the information described in division (B)(4) of section 1776.70 of the Revised Code, then on the effective date of the merger or consolidation the surviving or new entity shall be considered to have complied with the requirements for procuring a license or for registration to transact business in this state as a foreign corporation, limited liability company, limited partnership, or limited liability partnership, as the case may be. In such a case, a copy of the certificate of merger or consolidation certified by the secretary of state constitutes the license certificate prescribed for a foreign corporation or the application for registration prescribed for a foreign limited liability company or foreign limited partnership. (D) Any action to set aside any merger or consolidation on the ground that any section of the Revised Code applicable to the merger or consolidation has not been complied with shall be brought within ninety days after the effective date of the merger or consolidation or forever be barred. (E) When an entity is organized or existing under the laws of any state other than this state, this section is subject to the laws of that state or the state in which the entity has property.
Ohio Rev. Code § 1761.19 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.19
§ 1761.19. Setting supervisory conference
Status: in_force

September 14, 1988 House Bill 796 - 117th General Assembly (A) If, at any time, the superintendent of credit unions or the superintendent of insurance has cause to believe that the actions or practices of a credit union share guaranty corporation or its officers, directors, or employees may cause harm to the corporation, its members, or creditors, the superintendent may set a supervisory conference. The superintendent shall inform each director of the corporation of the date, time, and place of the supervisory conference. The directors of the corporation shall attend supervisory conferences set by the superintendent. Unless a director has a reasonable excuse for his refusal or failure to attend a supervisory conference, such refusal or failure shall be grounds for removal. Such removal shall be in accordance with procedures applicable to the removal of a director of a credit union under section 1733.181 of the Revised Code. (B) At the supervisory conference, the superintendent shall inquire into the actions or practices at issue. If it appears to the superintendent that such actions or practices are likely to cause harm to the corporation, its members, or creditors, the superintendent may negotiate and conclude an agreement with the corporation, its officers, or directors as to action that is to be taken by the corporation, its officers, or directors to correct or prevent the actions or practices which are the subject of the supervisory conference. Such an agreement shall be reduced to writing as soon as possible after it is concluded, and may be modified or terminated by a subsequent agreement. (C) This section shall not be construed to mean that the superintendent cannot request a meeting with the management, board of directors, or agent of the corporation other than for the purpose of concluding a supervisory agreement. (D) When any supervisory conference is set under this section, the superintendent of credit unions and the superintendent of insurance shall provide the other with notice of the supervisory conference and shall provide an opportunity to the other to join and participate in the supervisory conference.
Ohio Rev. Code § 1711.091 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.091
§ 1711.091. Sale of seasonal tickets, fundraisers
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly (A) Any member of a county or independent agricultural society may sell seasonal tickets or passes for the society's annual exhibition. The sale of such tickets or passes need not be conducted on the premises of the fairgrounds. (B) Any person may sell tickets for fundraisers held by a county or independent agricultural society, or for the benefit of the society, during the society's annual exhibition. (C) The treasurer of the society shall deposit any funds generated from ticket sales under this section in an appropriate fund used by or for the benefit of the society.
Ohio Rev. Code § 1707.31 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.31
§ 1707.31. Certified copies as evidence
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly Copies of any statements and documents filed in the office of the division of securities and of any records of the division, if such copies are certified to by the division, shall be admissible in any prosecution, action, or proceeding based upon sections 1707.01 to 1707.50 , inclusive, of the Revised Code, to the same effect as the originals of such statements, documents, or records would be.
Ohio Rev. Code § 1701.02 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.02
§ 1701.02. Computation of time for notice
Status: in_force

October 11, 1955 House Bill 70 - 101st General Assembly In computing the period of time for the giving of a notice required or permitted under sections 1701.01 to 1701.98 , inclusive, of the Revised Code, or under the articles, the regulations, or the bylaws of a corporation, or a resolution of its shareholders or directors, the day on which the notice is given shall be excluded, and the day when the act for which notice is given is to be done shall be included, unless the instrument calling for the notice otherwise provides. If notice is permitted to be given by mail, the notice shall be deemed to have been given when deposited in the mail.
Ohio Rev. Code § 1739.11 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.11
§ 1739.11. Determining financial capacity of multiple employer welfare arrangement
Status: in_force

April 9, 1993 House Bill 689 - 119th General Assembly In determining the financial capacity of a multiple employer welfare arrangement operating a group self-insurance program to pay employee welfare benefit obligations promptly and to otherwise meet its obligations under sections 1739.01 to 1739.22 of the Revised Code, the superintendent of insurance may take into consideration all of the following: (A) Maintenance of minimum reserves that are necessary in the exercise of sound and prudent actuarial judgment either and that are certified by a member of the American academy of actuaries as having been computed in accordance with accepted loss reserving standards and as being fairly stated in accordance with sound loss reserving principles, or determined to be sufficient through such other documentation acceptable to the superintendent; (B) The existence and face value of contracts or policies of excess insurance; (C) Any other measure of financial capacity as the superintendent considers appropriate.
Ohio Rev. Code § 1743.01 — Ohio Revised Code / Title 17 / Chapter 1743 / § 1743.01
§ 1743.01. Building maintenance corporations
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly When a corporation organized under the laws of this state and having a capital stock, including museum, park, pond, or rink companies, is organized for the purpose of erecting and maintaining a building any part of which is intended to be occupied by two or more incorporated companies not having a capital stock, including incorporated religious, scientific, and beneficial associations, as a lodge room, chapel, or regular place of meeting for their members, such two or more incorporated companies may each subscribe for, purchase, or become the owner, by donation or otherwise, of all or part of the capital stock of such corporation organized for the purpose of erecting and maintaining such building. Each of such incorporated companies is liable in its corporate capacity on the shares so subscribed, purchased, and owned by it, in the same manner and to the same extent as an individual is liable on shares of stock held by him. When two or more of such incorporated companies subscribe for, purchase, or own all the capital stock of such corporation organized for the purpose of erecting and maintaining such building, each of such two or more incorporated companies shall elect three members of its company to act as directors of such corporation as soon as all the stock thereof is subscribed and ten per cent is paid thereon, and thereafter, at such corporation's first stated meeting in January of each year, shall elect three of its directors. Such directors and their successors in office shall comprise the board of directors of such corporation, and have all the powers conferred by law on the directors of incorporated companies having a capital stock. The directors need not be the owners or holders of capital stock in such corporation.
Ohio Rev. Code § 1701.94 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.94
§ 1701.94. Forfeiture by corporation for failure to comply with certain requirements
Status: in_force

March 24, 2021 Senate Bill 21 - 133rd General Assembly (A) Every corporation that fails to: (1) Keep the books of account, minutes of proceedings, or records of shareholders as required by section 1701.37 of the Revised Code; (2) Comply with division (C) of section 1701.11 of the Revised Code with respect to mailing a copy of an amendment to, or copy of new, regulations; (3) Perform the obligation imposed on it by division (C) of section 1701.25 of the Revised Code; (4) Send to any shareholder making written request therefor, within the period provided for in division (C) of section 1701.38 of the Revised Code, a copy of any financial statement, written statement, or report, as applicable, referred to in that section; (5) Lay before the shareholders or make available in the manner provided for in division (D) of section 1701.38 of the Revised Code at a proper meeting of shareholders, upon request of any shareholder at such meeting, such financial statement, written statement, or report, as applicable; (6) Produce at a meeting of shareholders, upon request of any shareholder at such meeting, the list or lists of shareholders required by section 1701.37 of the Revised Code; shall be subject to a forfeiture of one hundred dollars and in cases under paragraphs (1), (2), (3), and (4) to a further forfeiture of ten dollars for every day that such failure continues, beginning, in cases under paragraphs (1) or (2), with the fifth day after written request by a shareholder that the corporation comply with said respective paragraphs, and in cases under paragraphs (3) and (4) beginning with the day following the day on which the corporation becomes delinquent in complying with said paragraph, which amount shall be paid to every shareholder making such request. The right of a shareholder to enforce any such forfeiture is in addition to all other remedies. (B) If any officer charged with one of the duties specified in division (A) of this section fails to perform such duty after written request by any shareholder, the officer shall be subject to a forfeiture of one hundred dollars, and to the further forfeiture of ten dollars for every day that such default continues, beginning in cases under paragraphs (1), (2), (3), and (4) of division (A) on the same respective days as are provided for in division (A), which amount shall be paid to each shareholder making such request. The right of each shareholder to enforce any such forfeiture is in addition to all other remedies. (C) The court in which an action is brought to enforce any forfeiture under this section may reduce, remit, or suspend such forfeiture on such terms as it deems reasonable when it appears that the failure was excusable or that the imposition of the full forfeiture would be unreasonable or unjust.
Ohio Rev. Code § 1706.17 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.17
§ 1706.17. Filed records of a limited liability company to be signed
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A record delivered to the secretary of state for filing pursuant to this chapter shall be signed as provided by this section. (1) A limited liability company's initial articles of organization shall be signed by at least one person. (2) A record signed on behalf of a limited liability company shall be signed by a person authorized by the limited liability company. (3) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the limited liability company's activities under division (A) of section 1706.472 of the Revised Code or a person appointed under division (B) of section 1706.472 of the Revised Code to wind up those activities. (4) A statement of denial by a person under section 1706.20 of the Revised Code shall be signed by that person. (5) Any other record shall be signed by the person on whose behalf the record is delivered to the secretary of state. (B) Any record to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the record need not be delivered to the secretary of state.
Ohio Rev. Code § 1710.14 — Ohio Revised Code / Title 17 / Chapter 1710 / § 1710.14
§ 1710.14. Contributions from municipal corporation that created downtown redevelopment district
Status: in_force

August 5, 2016 House Bill 233 - 131st General Assembly The board of directors of a special improvement district in which all or part of a downtown redevelopment district is located may accept contributions from the municipal corporation that created the downtown redevelopment district pursuant to division (E)(2) of section 5709.45 of the Revised Code. The board shall use all such contributions to promote the downtown redevelopment district to potential business patrons, to recruit businesses to relocate or expand to the downtown redevelopment district, and to attract and promote events and activities that generate revenue or enhance public welfare within the downtown redevelopment district. The board shall periodically report to the legislative authority of the municipal corporation on the expenditure of the contributions and plans for the utilization of future contributions. If any contributions received by a special improvement district under this section remain after the dissolution or expiration of the downtown redevelopment district, the board shall pay the remaining amount to the contributing municipal corporation, which shall credit the money to its general fund. Disclaimer Contact About
Ohio Rev. Code § 1739.141 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.141
§ 1739.141. Annual filing requirements
Status: in_force

September 29, 2015 House Bill 64 - 131st General Assembly (A) Each multiple employer welfare arrangement operating a group self-insurance program shall file annually with the superintendent of insurance an actuarial certification including a statement that the underwriting and rating methods of the carrier do all of the following: (1) Comply with accepted actuarial practices; (2) Are uniformly applied to arrangement members, employees of members, and the dependents of members or employees; (3) Comply with the provisions of section 1739.06 of the Revised Code. (B) The certification shall be filed with the superintendent not later than the thirty-first day of March.
Ohio Rev. Code § 1707.164 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.164
§ 1707.164. Bureau chief investment officer - securities license required
Status: in_force

September 29, 2005 House Bill 66 - 126th General Assembly (A) No person shall act as a bureau of workers' compensation chief investment officer unless the person is licensed as a bureau of workers' compensation chief investment officer by the division of securities. (B) No bureau of workers' compensation chief investment officer shall act as a dealer, salesperson, investment advisor, or investment advisor representative.
Ohio Rev. Code § 1783.04 — Ohio Revised Code / Title 17 / Chapter 1783 / § 1783.04
§ 1783.04. Members may contribute capital in property rather than in cash
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Persons forming a limited partnership association may make contribution to the capital thereof in real or personal estate, mines, or other property, at a valuation to be approved by all the members subscribing to its capital, but in any case one half of the capital must be paid in cash. In the statement required by section 1783.01 of the Revised Code to be recorded, it must be certified whether subscriptions to the capital indicated in such statement are in cash or in property; and when property has been contributed as a part of the capital, a schedule containing the names of parties so contributing, with a description and valuation of the property contributed, shall be inserted in such statement. All such contributions to the capital of such association in property, at a valuation agreed upon by all the members subscribing to such capital, shall be as complete and effectual as if made in cash, if a certificate thereof is recorded as required by this section.
Ohio Rev. Code § 1701.26 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.26
§ 1701.26. Transfer agents and registrars
Status: in_force

October 11, 1955 House Bill 70 - 101st General Assembly A corporation may open transfer books in any state for the purpose of transferring shares issued by it, and it may employ agents to keep the records of its shares, or to transfer or to register shares, or both, in any state, and the acts of such agents shall be binding on the corporation. The duties and liabilities of such agents shall be such as are agreed to by the corporation. If no such transfer agent is appointed by it to act in this state, the corporation shall keep an office in this state at which shares are transferable, and at which it keeps books in which are recorded the names and addresses of all shareholders and all transfers of shares.
Ohio Rev. Code § 1701.56 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.56
§ 1701.56. Number and qualifications of directors - provisional director
Status: in_force

July 6, 2016 Senate Bill 181 - 131st General Assembly (A) Except as provided in division (B) of this section and section 1701.911 of the Revised Code: (1) The number of directors may be fixed by the articles or the regulations, but the number so fixed shall not be less than one. (2) Unless the articles or the regulations fix the number of directors or provide the manner in which such number may be fixed or changed by the shareholders, the number may be fixed or changed to a number not less than one at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares which are represented at the meeting and entitled to vote on the proposal. In addition to the authority of the shareholders to fix or change the number of directors and the manner in which such number may be fixed or changed, the articles or the regulations may authorize the directors to change the number of directors, may specify the manner in which the directors are to change the number of directors and limitations upon the directors' use of this authority, and may authorize the directors who are in office to fill any director's office that is created by an increase in the number of directors. No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director. (3) The directors shall be natural persons of at least eighteen years of age and shall have such qualifications, if any, as are stated in the articles or the regulations. (4) The directors may elect a chairperson of the board who shall be a director. Unless otherwise provided in the articles or regulations or in a resolution of the directors, the chairperson of the board is not an officer of the corporation. (B) The court of common pleas of the county in which a corporation maintains its principal office may, pursuant to division (A) of section 1701.911 of the Revised Code, order the appointment of a provisional director for the corporation without regard to the number or qualifications of directors stated in the articles or regulations of the corporation.
Ohio Rev. Code § 1706.174 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.174
§ 1706.174. Incorrect or inaccurate records - penalty
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A person who signs a record authorized or required to be filed under this chapter thereby affirms under penalty for falsification as described in section 2921.13 of the Revised Code that the facts stated in the record are true in all material respects. (B) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains incorrect or inaccurate information, a person that suffers a loss by reasonable reliance on the information may recover damages for the loss from a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be incorrect or inaccurate at the time the record was signed.
Ohio Rev. Code § 1702.06 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.06
§ 1702.06. Statutory agent - cancellation and reinstatement of articles
Status: in_force

October 24, 2024 Senate Bill 98 - 135th General Assembly (A) Every corporation shall have and maintain an agent, sometimes referred to as the "statutory agent," upon whom any process, notice, or demand required or permitted by statute to be served upon a corporation may be served. The agent shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state. (B) The secretary of state shall not accept original articles for filing unless there is filed with the articles a written appointment of an agent signed by the incorporators of the corporation or a majority of them and a written acceptance of the appointment signed by the agent. In all other cases, the corporation shall appoint the agent and shall file in the office of the secretary of state a written appointment of the agent that is signed by any authorized officer of the corporation and a written acceptance of the appointment that is either the original acceptance signed by the agent or a photocopy, facsimile, or similar reproduction of the original acceptance signed by the agent. (C)(1) The written appointment of an agent shall set forth the name and address in this state of the agent, including the street and number of the agent's primary residence in this state or, if the agent is not a natural person, the agent's usual place of business in this state, and shall otherwise be in such form as the secretary of state prescribes. The secretary of state shall keep a record of the names of corporations and the names and addresses of their respective agents. (2) As used in division (C)(1) 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. (D) If any agent dies, removes from the state, or resigns, the corporation shall forthwith appoint another agent and file with the secretary of state, on a form prescribed by the secretary of state, a written appointment of that agent. (E) If the agent changes the agent's address from that appearing upon the record in the office of the secretary of state, the corporation or the agent shall forthwith file with the secretary of state, on a form prescribed by the secretary of state, a written statement setting forth the new address. (F) An agent may resign by filing with the secretary of state, on a form prescribed by the secretary of state, a written notice to that effect that is signed by the agent and by sending a copy of the notice to the corporation at the current or last known address of its principal office on or prior to the date that notice is filed with the secretary of state. The notice shall set forth the name of the corporation, the name and current address of the agent, the current or last known address, including the street and number or other particular description, of the corporation's principal office, the resignation of the agent, and a statement that a copy of the notice has been sent to the corporation within the time and in the manner prescribed by this division. Upon the expiration of sixty days after such filing, the authority of the agent shall terminate. (G) A corporation may revoke the appointment of an agent by filing with the secretary of state, on a form prescribed by the secretary of state, a written appointment of another agent and a statement that the appointment of the former agent is revoked. (H) Any process, notice, or demand required or permitted by statute to be served upon a corporation may be served upon the corporation by delivering a copy of it to its agent, if a natural person, or by delivering a copy of it at the address of its agent in this state, as such address appears upon the record in the office of the secretary of state. If (1) the agent cannot be found, or (2) the agent no longer has that address, or (3) the corporation has failed to maintain an agent as required by this section, and if in any such case the party desiring that such process, notice, or demand be served, or the agent or representative of the party, shall have filed with the secretary of state an affidavit stating that one of the foregoing conditions exists and stating the most recent address of the corporation that the party after diligent search has been able to ascertain, then service of process, notice, or demand upon the secretary of state, as the agent of the corporation, may be initiated by delivering to the secretary of state or at the secretary of state's office triplicate copies of such process, notice, or demand and by paying to the secretary of state a fee of five dollars. The secretary of state shall forthwith give notice of such delivery to the corporation at its principal office as shown upon the record in the secretary of state's office and also to the corporation at any different address set forth in the above mentioned affidavit, and shall forward to the corporation at each of those addresses, by certified mail, with request for return receipt, a copy of such process, notice, or demand; and thereupon service upon the corporation shall be deemed to have been made. (I) The secretary of state shall keep a record of each process, notice, and demand delivered to the secretary of state or at the secretary of state's office under this section or any other law of this state that authorizes service upon the secretary of state, and shall record the time of such delivery and the secretary of state's action thereafter with respect thereto. (J) This section does not limit or affect the right to serve any process, notice, or demand upon a corporation in any other manner permitted by law. (K) Except when an original appointment of an agent is filed with the original articles, a written appointment of an agent or a written statement filed by a corporation with the secretary of state shall be signed by any authorized officer of the corporation or by the incorporators of the corporation or a majority of them if no directors have been elected. (L) For filing a written appointment of an agent other than one filed with original articles, and for filing a statement of change of address of an agent, the secretary of state shall charge and collect the fee specified in division (R) of section 111.16 of the Revised Code. (M) Upon the failure of any corporation to appoint another agent or to file a statement of change of address of an agent, the secretary of state shall give notice thereof by certified mail to the corporation at the address set forth in the notice of resignation or on the most recent statement of continued existence filed in this state by the corporation. Unless the failure is cured within thirty days after the mailing by the secretary of state of the notice or within any further period the secretary of state grants, upon the expiration of that period, the articles of the corporation shall be canceled without further notice or action by the secretary of state. The secretary of state shall make a notation of the cancellation on the secretary of state's records. A corporation whose articles have been canceled may be reinstated by filing, within two years of the cancellation, on a form prescribed by the secretary of state, an application for reinstatement and the required appointment of agent or required statement, and by paying the filing fee specified in division (Q) of section 111.16 of the Revised Code. The rights, privileges, and franchises of a corporation whose articles have been reinstated are subject to section 1702.60 of the Revised Code. The secretary of state shall furnish the tax commissioner a monthly list of all corporations canceled and reinstated under this division. (N) This section does not apply to banks, trust companies, insurance companies, or any corporation defined under the laws of this state as a public utility for taxation purposes. Last updated August 28, 2024 at 4:28 PM
Ohio Rev. Code § 1717.05 — Ohio Revised Code / Title 17 / Chapter 1717 / § 1717.05
§ 1717.05. County humane societies
Status: in_force

March 31, 2021 House Bill 24 - 133rd General Assembly (A) A county humane society for the prevention of acts of cruelty to animals may be organized in any county by the association of not less than seven persons. (B) The members of a county humane society, at a meeting called for the purpose, shall elect not less than three of their members as its board of directors, and such directors continue in office until their successors are duly chosen. (C) The secretary or clerk of the meeting shall make a true record of the proceedings thereat and certify and forward the record to the secretary of state, who shall record it. The record must contain the name by which the association is to be known. On and after its filing with the secretary of state, the board of directors and the associates and their successors, have the powers, privileges, and immunities incident to incorporated companies. A copy of the record, certified by the secretary of state, must be taken in all courts and places in this state as evidence that the county humane society is a duly organized and incorporated body. (D) A county humane society may elect officers, and make rules, regulations, and bylaws, as are deemed expedient by its members for its own government and the proper management of its affairs. (E) A humane society that organized as a branch of the Ohio humane society prior to the effective date of this amendment shall continue to have the same powers and duties that were authorized on March 1, 2019. Such a humane society is considered to be a county humane society organized under this section for purposes of this chapter and any other laws regarding county humane societies.
Ohio Rev. Code § 1751.321 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.321
§ 1751.321. Audit report filed annually
Status: in_force

October 16, 2009 House Bill 1 - 128th General Assembly Each health insuring corporation, annually, on or before the first day of June, shall file with the superintendent of insurance an audit report certified by an independent certified public accountant covering the preceding calendar year. The report shall be verified by an officer of the health insuring corporation and shall be in the form prescribed by the superintendent by rule.
Ohio Rev. Code § 1706.173 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.173
§ 1706.173. Certificates of correction
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A limited liability company or foreign limited liability company may deliver to the secretary of state for filing a certificate of correction to correct a record previously delivered by the limited liability company or foreign limited liability company to the secretary of state and filed by the secretary of state if at the time of filing the record contained incorrect or inaccurate information or was defectively signed. (B) A certificate of correction under division (A) of this section shall not state a delayed effective date and shall do all of the following: (1) Describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (2) Specify the inaccurate information or the defect in the signing; (3) Correct the incorrect or inaccurate information or defective signature. (C) When filed by the secretary of state, a certificate of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed as to persons that previously relied on the uncorrected record and would be adversely affected by the correction.
Ohio Rev. Code § 1706.341 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.341
§ 1706.341. Assignment of limited liability company interest
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) An assignment, in whole or in part, of a membership interest: (1) Is permissible; (2)(a) Does not by itself cause a member to cease to be a member of the limited liability company; (b) Does not by itself cause a member to cease to be associated with a series of the limited liability company. (3) Does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof; (4) Subject to section 1706.332 of the Revised Code, does not entitle the assignee to do either of the following: (a) Participate in the management or conduct of the activities of the limited liability company, or a series thereof; (b) Have access to records or other information concerning the activities of the limited liability company, or a series thereof. (B) An assignee has the right to receive, in accordance with the assignment, distributions to which the assignor would otherwise be entitled. (C) A membership interest may be evidenced by a certificate of membership interest issued by the limited liability company, or a series thereof. An operating agreement may provide for the assignment of the membership interest represented by the certificate and make other provisions with respect to the certificate. (D) A limited liability company, or a series thereof, shall not issue a certificate of membership interest in bearer form. (E) A limited liability company, or a series thereof, need not give effect to an assignee's rights under this section until the limited liability company, or a series thereof, has notice of the assignment. (F) Except as otherwise provided in division (J) of section 1706.411 of the Revised Code, when a member assigns a membership interest, the assignor retains the rights of a member other than the right to distributions assigned and retains all duties and obligations of a member. (G) When a member assigns a membership interest to a person that is admitted as a member with respect to the assigned interest, the assignee is only liable for the member's obligations under section 1706.281 of the Revised Code to the extent that the obligations are known to the assignee when the assignee voluntarily accepts admission as a member.
Ohio Rev. Code § 1717.16 — Ohio Revised Code / Title 17 / Chapter 1717 / § 1717.16
§ 1717.16. Enforcement activity reports
Status: in_force

March 31, 2021 House Bill 24 - 133rd General Assembly (A) Annually, a county humane society shall submit enforcement activity reports to the county sheriff. (B) Records of an enforcement activity by a humane society agent are public records under section 149.43 of the Revised Code, except that any such records that are confidential law enforcement investigatory records, as defined in division (A)(2) of section 149.43 of the Revised Code, are not public records.
Ohio Rev. Code § 1751.21 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.21
§ 1751.21. Peer review committee
Status: in_force

April 9, 2003 Senate Bill 179 - 124th General Assembly (A) A peer review committee of a hospital or other health care facility or provider, or of an intermediary organization or health delivery network, with which a health insuring corporation has a contract for health care services may provide to a peer review committee of the health insuring corporation any information, documents, testimony, or other records relating to any matter that is the subject of evaluation or review by the peer review committees, if consent is provided by the health care facility and any physician or other provider whose professional qualifications or activities are the subject of evaluation or review. (B) Any immunity from liability for damages that is provided under section 2305.251 of the Revised Code and that would otherwise apply with respect to the conduct of any peer review committee described in division (A) of this section shall continue to apply, notwithstanding the provision of information as permitted under division (A) of this section. (C) The information, documents, testimony, or other records described in division (A) of this section, if otherwise protected under section 2305.252 of the Revised Code, shall not be construed as being available for discovery or for use in any civil action solely on the basis that they were provided by the peer review committee as permitted under division (A) of this section.
Ohio Rev. Code § 1751.51 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.51
§ 1751.51. Restrictions on choice of providers
Status: in_force

June 4, 1997 Senate Bill 67 - 122nd General Assembly If a health care plan of a health insuring corporation covers health care services that may be legally performed by a class of providers referred to in section 3923.23 or 3923.231 of the Revised Code but would restrict an enrollee's ability to receive these health care services from members of that class in any manner that differs from an enrollee's ability under the health care plan to receive these health care services from any other class of providers that may legally perform these health care services, then the health insuring corporation shall do both of the following: (A) Set forth, within any evidence of coverage pertaining to the health care plan, under a heading that reads "Restrictions on Choice of Providers," a clear, concise, and complete statement of the restriction that conforms to the requirements of section 1751.11 of the Revised Code; (B) Set forth, within any solicitation document pertaining to the health care plan and within any solicitation materials pertaining to the health care plan that the health insuring corporation provides to any employer or any employee benefit fund, under a heading that reads "Restrictions on Choice of Providers," a clear, concise, and complete statement of the restriction, such statement being subject to prior approval by the superintendent of insurance in accordance with the same form and content requirements that are specified in section 1751.11 of the Revised Code with regard to evidence of coverage.
Ohio Rev. Code § 1751.40 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.40
§ 1751.40. Insurance companies operating as health insuring corporations
Status: in_force

June 4, 1997 Senate Bill 67 - 122nd General Assembly (A) Notwithstanding any provision of Title XXXIX of the Revised Code, any insurance company holding a certificate of authority issued pursuant to Title XXXIX of the Revised Code, or any corporation that is a subsidiary or affiliate of the insurance company, may apply for and obtain a certificate of authority to organize and operate a health insuring corporation in compliance with this chapter. Notwithstanding any other law that may be inconsistent with this division, any two or more such insurance companies, or subsidiaries or affiliates thereof, may jointly organize and operate a health insuring corporation under this chapter. The business of insurance is deemed to include the providing of health care by a health insuring corporation owned or operated by an insurance company or a subsidiary or affiliate of an insurance company. (B) Notwithstanding any provision of any insurance laws of this state, an insurance company may contract with a health insuring corporation to provide insurance or similar protection against the cost of care provided through health insuring corporations and to provide coverage in the event of the failure of the health insuring corporation to meet its obligations. The enrollees of a health insuring corporation constitute a permissible group under such laws. Among other things, under such contracts, the insurer may make benefit payments to health insuring corporations for health care services rendered by facilities and providers pursuant to a health care plan.
Ohio Rev. Code § 1713.15 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.15
§ 1713.15. Term of trustees - expiration - members - vacancies
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly If any university or college operating under the patronage of one or more conferences or other religious bodies in any denomination, where one of the conferences or other religious bodies holds regular biennial instead of annual meetings, the regular term of office of the trustees referred to in section 1713.13 of the Revised Code may be four years. The term of office of an equal number of trustees in each class, as near as is possible, shall expire biennially. None of the classes into which the board of trustees divides its number, in the manner provided in section 1713.13 of the Revised Code, shall have more than thirty members. Vacancies which occur in any class of trustees in any manner, except by expiration of time, shall be filled only for the remainder of the term, but the term of office of a trustee shall not expire during any meeting of the board which does not continue for more than two weeks.
Ohio Rev. Code § 1707.05 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.05
§ 1707.05. Definitions
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly As used in sections 1707.05 to 1707.058 of the Revised Code: (A) "OhioInvests issuer" means an entity organized under the laws of this state, other than a general partnership, that meets all of the following requirements: (1) The entity satisfies the requirements of 17 C.F.R. 230.147A. (2) The entity meets at least one of the following conditions: (a) The principal office of the entity is located in this state. (b) As of the last day of the most recent semiannual fiscal period of the entity, at least eighty per cent, as described under 17 C.F.R. 230.147A, of the entity's assets were located in this state. (c)(i) The entity derived at least eighty per cent, or other threshold permitted under 17 C.F.R. 230.147A, of the entity's gross revenues from the operation of a business in this state during the previous fiscal year, if the OhioInvests offering begins during the first six months of the entity's fiscal year, or during the twelve months ending on the last day of the sixth month of the entity's current fiscal year, if the OhioInvests offering begins following the last day. (ii) Division (A)(2)(c)(i) of this section does not apply to any entity whose gross revenue during the most recent period of twelve months did not exceed five thousand dollars. (3) As to itself or any other person, the entity does not attempt to limit any liability under, or avoid any prohibition in, this chapter. (4) The entity is not any of the following: (a) Engaged in the business of investing, reinvesting, owning, holding, or trading in securities, except that the entity may hold securities of one class in an entity that is not itself engaged in the business of investing, reinvesting, owning, holding, or trading in securities; (b) Subject to the reporting requirement of 15 U.S.C. 78m and 78o(d); (c) Issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights, or engaging primarily in petroleum, gas, or hydraulic fracturing exploration, production, mining, or other extractive industries; (d) Issuing life settlement interests; (e) Engaged as a substantial part of its business in the purchase, sale, or development of commercial paper, notes, or other indebtedness, financial instruments, securities, or real property; purchasing, selling, or holding for investment commercial paper, notes, or other indebtedness, financial instruments, securities, or real property; or otherwise making investments; (f) A commodity pool, equipment leasing program, or a real estate investment trust. (B) "OhioInvests offering" means an offer, or an offer and sale, of securities by an OhioInvests issuer that is exempt from registration under section 1707.051 of the Revised Code. (C) "OhioInvests portal" means a web site that is operated by a portal operator for the offer or sale of securities of an OhioInvests issuer and meets all of the following requirements: (1) When conducting an OhioInvests offering, it implements steps to limit web site access to residents of only this state in accordance with 17 C.F.R. 230.147A. (2) It does not allow an OhioInvests offering to be viewed by a prospective purchaser until both of the following occur: (a) The portal operator verifies, through its exercise of reasonable steps, such as using a third-party verification service or as otherwise approved by the division of securities, that the prospective purchaser is a resident of this state. (b) The prospective purchaser makes an affirmative acknowledgment, electronically through the portal, of the following: "I am an Ohio resident. The securities and investment opportunities listed on this web site involve high-risk, speculative business ventures. If I choose to invest in any securities or investment opportunity listed on this web site, I may lose all of my investment, and I can afford such a loss. The securities and investment opportunities listed on this web site have not been reviewed or approved by any state or federal securities commission or division or other regulatory authority, and no such person or authority has confirmed the accuracy or determined the adequacy of any disclosure made to prospective investors relating to any offering. If I choose to invest in any securities or investment opportunity listed on this web site, I understand that the securities I will acquire may be difficult to transfer or sell, that there is no ready market for the sale of such securities, that it may be difficult or impossible for me to sell or otherwise dispose of this investment at any price, and that, accordingly, I may be required to hold this investment indefinitely." (3) It does not contain the word "OhioInvests" in its internet address. (D) "Portal operator" means an entity, including an issuer, that is authorized to do business in this state, is licensed with the division of securities under section 1707.054 of the Revised Code or is a licensed dealer, and satisfies any other conditions determined by the division. (E) "Executive management" includes executive officers, directors, governors, and managers.
Ohio Rev. Code § 1739.22 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.22
§ 1739.22. Rules
Status: in_force

April 9, 1993 House Bill 689 - 119th General Assembly All rules adopted by the superintendent of insurance pursuant to sections 1739.01 to 1739.22 of the Revised Code shall be adopted in accordance with Chapter 119. of the Revised Code.
Ohio Rev. Code § 1743.09 — Ohio Revised Code / Title 17 / Chapter 1743 / § 1743.09
§ 1743.09. Fishery companies
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly When a company organized for the purpose of propagating fish and establishing fisheries in this state acquires the right to use any stream, canal, or reservoir from the owner of the land adjoining thereto, for the establishment of a fishery to be owned, maintained, and used for the purpose of propagating fish, no person shall fish from such stream, canal, or reservoir without first obtaining authority from such company. A person who violates this section shall be liable to such company in trespass, and to the fines authorized by law against persons trespassing upon lands. The navigable streams and public canals in this state are not subject to this section, and this section does not cut off the privilege of any person to use or fish from any lake, river, stream, or reservoir which by custom has been used for fishing.
Ohio Rev. Code § 1776.87 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.87
§ 1776.87. Action by foreign limited liability partnership
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. (B) The failure of a foreign limited liability partnership to have a statement of foreign qualification that is in effect does not impair the validity of any contract or act of that partnership or preclude it from defending an action or proceeding in this state. (C) A limitation on personal liability of a partner is not waived or otherwise affected by transacting business in this state without a statement of foreign qualification. (D) If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the secretary of state is its agent for service of process with respect to a right of action arising out of the transaction of business in this state.
Ohio Rev. Code § 1739.99 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.99
§ 1739.99. Penalty
Status: in_force

July 2, 2004 House Bill 281 - 125th General Assembly (A) Whoever violates division (B) of section 1739.02 of the Revised Code is guilty of a felony of the fourth degree. (B) Whoever violates division (D) of section 1739.02 of the Revised Code is guilty of a felony of the fourth degree. (C) Whoever violates section 1739.27 of the Revised Code is guilty of a misdemeanor of the first degree on a first offense and a felony of the fifth degree on each subsequent offense. (D) If a person is found guilty under this section, the court may award restitution in accordance with section 2929.18 of the Revised Code. Disclaimer Contact About
Ohio Rev. Code § 1729.14 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.14
§ 1729.14. Bylaws
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly Each association shall adopt for its governance and management, bylaws that are consistent with the powers granted by this chapter and the articles of incorporation of the association. The bylaws may provide for any of the following: (A) The time, place, and manner of calling and conducting the association's meetings; (B) The number of members constituting a quorum. If voting by any method other than personal appearance is used, members represented by a ballot or by proxy may be counted in computing a quorum only on those matters for which the ballots or proxies were submitted. (C) The right of members to vote by proxy or by ballot delivered in person, by mail, by electronic or telephonic transmittal, or any combination of these, and the conditions, manner, form, and effect of such votes; (D) Subject to the provisions of section 1729.17 of the Revised Code, a method of voting by members or delegates, and any limitations on voting rights of any group or class of members or delegates; (E) The number of directors constituting a quorum; (F) The number, qualifications, compensation, duties, and terms of office of directors and officers, and the time of their election and the manner of giving notice of the election; (G) Penalties for violation of the bylaws; (H) The amounts of entrance, organization, and membership fees, if any; the manner of collecting them; and the purposes for which they may be used; (I) Any amount that each member is required to pay annually or from time to time to carry on the business of the association; any charge to be paid by each member for services rendered by the association, and the time of payment and the manner of collection of such charge; and any marketing contract between the association and its members that every member may be required to sign; (J) The number and qualifications of members of the association and the conditions of membership or for ownership of membership stock in the association; (K) The time and manner of permitting members to withdraw or the holders of membership stock to transfer their stock; and the manner of assignment and transfer of membership stock; (L) The conditions upon which, and the time when, the membership of any member ceases; and the suspension of the rights of a member who ceases to be eligible for membership in the association; (M) The manner and effect of the expulsion of a member; (N) In the event of the death or withdrawal of a member or upon the expulsion of a member or the forfeiture of membership, any of the following: (1) The manner of determining the value of a member's interest; (2) Provision for the purchase of a member's interest by the association; (3) At the option of the association, provision for such purchase at a price fixed by appraisal by the board of directors of the association. (O) Any other provision for any matter relative to the control, regulation, operation, management, or government of the association.
Ohio Rev. Code § 1701.77 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.77
§ 1701.77. Judicial sale of property
Status: in_force

October 11, 1955 House Bill 70 - 101st General Assembly Property of any description, and any interest therein, of a corporation, domestic or foreign, may be sold under the judgment or decree of a court, as provided in the Revised Code with respect to similar property of natural persons, at public or private sale, in such manner, at such time and place, on such notice by publication or otherwise, and on such terms, as the court adjudging or decreeing such sale deems equitable and proper, but it shall not be necessary to appraise such property or to advertise the sale thereof otherwise than as the court adjudges or decrees.
Ohio Rev. Code § 1703.24 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.24
§ 1703.24. Secretary of state to keep records and make monthly report to tax commissioner
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The secretary of state shall keep a record of all foreign corporations licensed to transact business in this state. Once a month the secretary of state shall prepare and deliver to the tax commissioner a list of all foreign corporations licensed to transact business in this state during the preceding month, showing the location and addresses of their principal offices and of their principal offices in this state, and the names and addresses of their statutory agents, together with a list of all foreign corporations previously admitted to transact business in this state whose licenses to do so have expired or been canceled.