reglab/housing_qa huggingface dataset:
Ohio Rev Code § 1701.56 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.56 | Number and Qualifications of Directors - Provisional Director.

Effective: July 6, 2016|Latest Legislation:  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 § 1701.57 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.57 | Term and Classification of Directors.

Effective: October 12, 2006|Latest Legislation:  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 provide for a different term (which may not exceed three years from the date of election and until a successor is elected), each director shall hold office until the next annual meeting of the shareholders and until a successor is elected, or until the director's earlier resignation, removal from office, or death.(B) 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 may provide:(1) For the classification of directors into either two or three classes consisting of not less than three directors each, provided that where all shares of a corporation entitled to elect a class of directors are owned of record by one or two shareholders, the number of directors of each class may be less than three, but not less than the number of shareholders entitled to elect directors of such class;(2) That the terms of office of the several classes need not be uniform, except that no term shall exceed the maximum period specified in division (A) of this section.
Ohio Rev Code § 1701.61 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.61 | Meetings of Directors.

Effective: May 16, 2002|Latest Legislation:  House Bill 278 - 124th General Assembly|Unless otherwise provided in the articles, the regulations, or the bylaws, and subject to the exceptions, applicable during an emergency as that term is defined in section 1701.01 of the Revised Code, for which provision is made in division (F) of section 1701.11 of the Revised Code:(A) Meetings of the directors may be called by the chairperson of the board, the president, any vice-president, or any two directors.(B) Meetings of the directors may be held at any place within or without the state and, unless the articles or the regulations prohibit participation by directors at a meeting by means of communications equipment, meetings of the directors may be held through any communications equipment if all persons participating can hear each other and participation in a meeting pursuant to this division shall constitute presence at the meeting.(C) Notice of the place, if any, and time of each meeting of the directors shall be given to each director either by personal delivery or by mail, telegram, cablegram, overnight delivery service, or any other means of communication authorized by the director at least two days before the meeting. The notice need not specify the purposes of the meeting.(D) Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.
Ohio Rev Code § 1701.62 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.62 | Quorum for Directors' Meeting.

Effective: October 12, 2006|Latest Legislation:  House Bill 301 - 126th General Assembly|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 otherwise provide, and subject to the exceptions applicable during an emergency, as that term is defined in section 1701.01 of the Revised Code, for which provision is made in division (F) of section 1701.11 of the Revised Code, a majority of the whole authorized number of directors is necessary to constitute a quorum for a meeting of the directors, except that a majority of the directors in office constitutes a quorum for filling a vacancy in the board. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by the articles, the regulations adopted by the shareholders, the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code, or the bylaws.
Ohio Rev Code § 1701.63 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.63 | Executive and Other Committees of Directors - Subcommittees.

Effective: October 12, 2006|Latest Legislation:  House Bill 301 - 126th General Assembly|(A) The regulations may provide for the creation by the directors of an executive committee or any other committee of the directors, to consist of one or more directors, and may authorize the delegation to any such committee of any of the authority of the directors, however conferred, other than the authority of filling vacancies among the directors or in any committee of the directors and other than the authority to adopt, amend, or repeal regulations.(B) The directors may appoint one or more directors as alternate members of any committee described in division (A) of this section, who may take the place of any absent member or members at any meeting of the particular committee.(C) Each committee described in division (A) of this section shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors.(D) Unless otherwise provided in the regulations or ordered by the directors, any committee described in division (A) of this section may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.(E) Unless participation by members of any committee described in division (A) of this section at a meeting by means of communications equipment is prohibited by the articles, the regulations, or an order of the directors, meetings of the particular committee may be held through any communications equipment if all persons participating can hear each other. Participation in a meeting pursuant to this division constitutes presence at the meeting.(F) An act or authorization of an act by any committee described in division (A) of this section within the authority delegated to it shall be as effective for all purposes as the act or authorization of the directors.(G) Unless otherwise provided in the articles, the regulations, or the resolution of the directors creating a committee described in division (A) of this section, a committee described in division (A) of this section may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to a subcommittee any or all of the powers and authority of the committee.
Ohio Rev Code § 1701.64 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.64 | Officers - Authority and Removal.

Effective: July 6, 2016|Latest Legislation:  Senate Bill 181 - 131st General Assembly|(A) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, one or more vice-presidents and such other officers and assistant officers as may be deemed necessary. The officers shall be elected by the directors. None of the officers need be a director unless the articles or the regulations otherwise provide or the directors determine that there is to be a chairperson of the board who is to be an officer. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the articles, the regulations, or the bylaws to be executed, acknowledged, or verified by two or more officers. Unless the articles or the regulations otherwise provide, all officers shall be elected annually.(B) Unless the articles or the regulations otherwise provide, and subject to the exceptions, applicable during an emergency, as that term is defined in section 1701.01 of the Revised Code, for which provision is made in division (F) of section 1701.11 of the Revised Code:(1) All officers, as between themselves and the corporation, shall respectively have such authority and perform such duties as are determined by the directors;(2) Any officer may be removed, with or without cause, by the directors without prejudice to the contract rights of such officer. The election or appointment of an officer for a given term, or a general provision in the articles, the regulations, or the bylaws with respect to term of office, shall not be deemed to create contract rights;(3) The directors may fill any vacancy in any office occurring from whatever reason.
Ohio Rev Code § 1701.65 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.65 | Corporate Mortgages.

Effective: October 11, 1955|Latest Legislation:  House Bill 70 - 101st General Assembly|The directors may authorize any mortgage, pledge, or deed of trust of all or any of the property of the corporation of any description, or any interest therein, for the purpose of securing the payment or performance of any obligation or contract. Unless otherwise provided in the articles, no vote or consent of shareholders is necessary for such action.
Ohio Rev Code § 1701.67 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.67 | Using Facsimile Signatures.

Effective: October 11, 1955|Latest Legislation:  House Bill 70 - 101st General Assembly|When any note, bond, or other evidence of indebtedness of a corporation is authenticated or countersigned by an incorporated trustee, the signature of any officer of the corporation authorized to sign any such instrument may be facsimile, engraved, stamped, or printed. Although any officer of the corporation whose manual or facsimile signature is affixed to any such instrument ceases to be such officer before the instrument is delivered, such instrument nevertheless shall be effective in all respects when delivered.
Ohio Rev Code § 1701.68 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.68 | Usury.

Effective: October 11, 1955|Latest Legislation:  House Bill 70 - 101st General Assembly|No domestic or foreign corporation, or anyone on its behalf, shall interpose the defense or make the claim of usury in any proceeding upon or with reference to any obligation of such corporation; nor shall any corporate note, bond, or other evidence of indebtedness, mortgage, pledge, or deed of trust, be set aside, impaired, or adjudged invalid by reason of anything contained in laws prohibiting usury or regulating interest rates.
Ohio Rev Code § 1701.69 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.69 | Amendments to Articles.

Effective: September 30, 2008|Latest Legislation:  House Bill 374 - 127th General Assembly|(A) The articles may be amended from time to time in any respect if the articles as amended set forth all such provisions as are required in, and, except for an amendment to the articles described in division (B)(11) of this section, only such provisions as may properly be in, original articles filed at the time of adopting the amendment, and, if a change in issued shares is to be made, or if as the result of any amendment the stated capital of any class of shares is to be created, increased, reduced, or eliminated, then such provisions, not inconsistent with section 1701.30 of the Revised Code, as are necessary to effect such change, or to effect such creation, increase, reduction, or elimination of stated capital. (B) Without limiting the generality of the authority to amend the articles, the articles may be amended to do any of the following:(1) Change the name of the corporation;(2) Change the place in this state where its principal office is to be located;(3) Change, enlarge, or diminish its purpose or purposes;(4) Increase or decrease the authorized number of shares of any class;(5) Authorize shares of a new class or classes;(6) Increase or decrease the par value of issued or unissued shares with par value;(7) Change issued or unissued shares of any class, whether with or without par value, into the same or a different number of shares of any class with or without par value, theretofore or then authorized;(8) Provide that, as a result of an amendment described in division (B)(6), (7), or (11) of this section, the stated capital of any class of shares shall be created, increased, reduced, or eliminated, consistent with section 1701.30 of the Revised Code, except that, in the case of any amendment to change the corporation into a nonprofit corporation, the stated capital of the corporation may be reduced or eliminated;(9) Change any of the express terms of issued or unissued shares of any class or series, which change may include the discharge, adjustment, or elimination of rights to accrued undeclared cumulative dividends or distributions on the shares of such class or series;(10) Eliminate the right of every shareholder to vote cumulatively in the election of directors or to delete a provision that eliminates that right;(11) Change a corporation into a nonprofit corporation;(12) Change any provision of the articles or add any provision that may properly be included in the articles.
Ohio Rev Code § 1701.72 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.72 | Amended Articles.

Effective: October 11, 1955|Latest Legislation:  House Bill 70 - 101st General Assembly|(A) The incorporators, the directors, and the shareholders, in the cases where they are respectively authorized to adopt an amendment to the articles, may, in addition thereto or in lieu thereof, adopt amended articles by the same action or vote as that required to adopt the amendment. (B) The directors may adopt amended articles to consolidate the original articles and all previously adopted amendments to the articles that are in force at the time, or the shareholders at a meeting held for such purpose may adopt such amended articles by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation on such proposal.(C) Except as provided in division (D) of this section, amended articles shall set forth all such provisions as are required in, and only such provisions as may properly be in, original articles or amendments to articles filed at the time of adopting the amended articles and shall contain a statement that they supersede the existing articles; provided, however, that amended articles adopted by the directors or the shareholders need not contain any statement with respect to initial stated capital.(D) Where by amended articles a corporation is changed into a non-profit corporation, the amended articles shall set forth all such provisions as are required in, and may set forth such other provisions as may properly be in, original articles of a non-profit corporation filed at the time of adopting such amended articles, other than with respect to the initial trustees, and shall set forth all such further provisions as are required in an amendment to change the corporation into a non-profit corporation, together with a statement that the amended articles supersede the existing articles.
Ohio Rev Code § 1701.73 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.73 | Filing and Signing of Certificate of Amendment or Amended Articles.

Effective: January 30, 2014|Latest Legislation:  House Bill 72 - 130th General Assembly|(A)(1) Upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting the amendment or amended articles, a statement of the manner of its adoption, and, in the case of adoption of the resolution by the incorporators or directors, a statement of the basis for such adoption, shall be filed with the secretary of state, and thereupon the articles shall be amended accordingly, any change of shares provided for in the amendment or amended articles shall become effective, and the amended articles shall supersede the existing articles. (2) Except as provided in division (A)(3) of this section, when an amendment or amended articles are adopted by the directors pursuant to section 1701.70 of the Revised Code, the corporation shall send notice of the amendment or amended articles, and a copy or summary of the amendment or amended articles, by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice and copy or summary are sent, to each shareholder of the corporation of record as of the date on which the directors approved the amendment or amended articles. The notice shall be sent to the shareholders within twenty days after the filing of the certificate required by division (A)(1) of this section.(3) Any corporation that files periodic reports with the United States securities and exchange commission pursuant to section 13 of the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78m, as amended, or section 15(d) of the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d), as amended, may satisfy the notice to shareholders of record requirement of division (A)(2) of this section by including a copy or summary of the amendment or amended articles in a report filed in accordance with those provisions within twenty days after the filing of the certificate required by division (A)(1) of this section.(B) When an amendment or amended articles are adopted by the incorporators, the certificate described in division (A)(1) of this section shall be signed by each of them.(C) When an amendment or amended articles are adopted by the directors or by the shareholders, the certificate described in division (A)(1) of this section shall be signed by any authorized officer.(D) A copy of an amendment or amended articles changing the name of a corporation or its principal office in this state, certified by the secretary of state, may be filed for record in the office of the county recorder of any county in this state, and for such recording, the county recorder shall charge and collect the same fee as provided for in division (A)(1) of section 317.32 of the Revised Code. The copy shall be recorded in the official records of the county recorder.
Ohio Rev Code § 1701.74 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.74 | Dissenting Shareholders.

Effective: May 4, 2012|Latest Legislation:  House Bill 48 - 129th General Assembly|(A) If an amendment does any of the following, then shareholders are entitled to relief to the extent provided in division (B) of this section: (1) Changes issued shares of a particular class that have preference in dividends or distributions or on liquidation over shares of any other class into shares of any other class, or changes any of the express terms of issued shares of such particular class, and the holders of the shares of such particular class are substantially prejudiced thereby and the articles do not expressly or by implication provide for or permit such amendment;(2) Changes the express terms of issued shares of a particular class that have preference in dividends or distributions or on liquidation over shares of any other class, in such manner as to discharge without payment of, or to adjust or eliminate rights to, accrued undeclared cumulative dividends or distributions on the shares of any such class;(3) Changes substantially the purposes of the corporation or provides that thereafter an amendment to change substantially the purposes of the corporation may be adopted;(4) Changes the corporation into a nonprofit corporation.(B) In the cases provided for in divisions (A)(1) and (2) of this section, dissenting holders of shares of such particular class, and, in the cases provided for in divisions (A)(3) and (4) of this section, dissenting holders of shares of any class, shall be entitled to relief under section 1701.85 of the Revised Code, subject to the following exceptions:(1) If the articles of the corporation in effect at the time of the adoption of an amendment that changes substantially the purposes of the corporation expressly provide that such an amendment may be adopted, then dissenting shareholders shall not be entitled to relief under section 1701.85 of the Revised Code with respect to the adoption of such amendment.(2) Division (A)(3) of this section does not apply to any corporation incorporated after December 31, 1970.(3) No amendment that eliminates or creates cumulative voting rights as permitted by division (B)(10) of section 1701.69 of the Revised Code, entitles any dissenting shareholder to relief under section 1701.85 of the Revised Code with respect to the adoption of such amendment.(4) No relief as a dissenting shareholder shall be available if the shares of the corporation for which the dissenting shareholder would otherwise be entitled to relief are listed on a national securities exchange as of the day immediately preceding the date of the vote and no proceedings have been commenced to delist the shares from the national securities exchange as of the time of the vote or, if division (A)(1) of this section applies and the shares to be received are listed on a national securities exchange and no proceedings are pending to delist the shares, as of the effective time of the amendment.