reglab/statecodes huggingface dataset:
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.911 | Provisional Director - Appointment, Duties, Qualifications.

Effective:
May 4, 2012
Latest Legislation:
House Bill 48 - 129th General Assembly
(A) Upon the complaint of not less than one-fourth of the directors of a corporation or upon the complaint of the holders of shares entitling them to exercise not less than one-fifth of the voting power of a corporation in the election of directors, the court of common pleas of the county in which the corporation maintains its principal office may order the appointment of a provisional director for that corporation if the articles or regulations of the corporation expressly provide for such an appointment. No appointment shall be made until a hearing is held by the court. Notice of the hearing shall be given to each director and the secretary of the corporation in any manner that the court may direct. If directed by the court, the notice also shall be given to each of the shareholders. The complainants shall establish at the hearing that, because of irreconcilable differences among the existing directors or because there are no directors and the shareholders are unable to elect any directors, the continued operation of the corporation has been substantially impeded or made impossible.
(B) A provisional director shall have the same rights and duties as other directors and shall serve until removed by the appointing court or by the holders of shares entitling them to exercise a majority of the voting power of the corporation in the election of directors, or until the provisional director's earlier resignation or death. If the provisional director dies or resigns, the court, pursuant to divisions (A) and (C) of this section, may appoint a replacement provisional director, upon its own motion and without the filing of a complaint for the appointment of a provisional director. If the appointing court finds that the irreconcilable differences no longer exist, it shall order the removal of the provisional director.
(C) No person shall be appointed as a provisional director unless the person is generally conversant with corporate affairs, has no legal or equitable interest in the shares or obligations of the corporation of which the person is to be appointed a director, and is not indebted to such corporation. The compensation of a provisional director shall be determined by agreement with the corporation for which the provisional director is serving, subject to the approval of the appointing court, except that the appointing court may fix the provisional director's compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation.
(D) A proceeding concerning the appointment of a provisional director of a corporation is a special proceeding, and final orders issued in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.921 | Persons Performing Services to Corporation or Shareholders.

Effective:
October 12, 2006
Latest Legislation:
House Bill 301 - 126th General Assembly
(A) Absent an express agreement to the contrary, a person providing goods to or performing services for a domestic or foreign corporation owes no duty to, incurs no liability or obligation to, and is not in privity with the shareholders or creditors of the corporation by reason of providing goods to or performing services for the corporation.
(B) Absent an express agreement to the contrary, a person providing goods to or performing services for a shareholder or group of shareholders of a domestic or foreign corporation owes no duty to, incurs no liability or obligation to, and is not in privity with the corporation, any other shareholders of the corporation, or the creditors of the corporation by reason of providing goods to or performing services for the shareholder or group of shareholders.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.93 | False Statement or Entry.

Effective:
May 16, 2002
Latest Legislation:
House Bill 278 - 124th General Assembly
(A) No officer, director, employee, or agent of a corporation shall, either alone or with another or others, with intent to deceive:
(1) Make, issue, deliver, publish, or send by mail or by any other means of communication any prospectus, report, circular, certificate, statement, balance sheet, exhibit, or document, respecting the shares, assets, liabilities, capital, business, dividends or distributions, earnings, or accounts of a corporation, that is false in any material respect, knowing the statement to be false;
(2) Having charge of any books, minutes, records, or accounts of a corporation, make in them any entry that is false in any material respect, knowing the entry to be false, or remove, erase, alter, or cancel any entry in them, knowing that the entries resulting from them will be false.
(B) Whoever violates this section shall be personally liable, jointly and severally, with all other persons participating with the offender in any act of that type, to any person for any damage actually suffered and proximately resulting from the act.
(C) No action to enforce a liability under this section shall be brought after four years from the time of the act complained of.
(D) Remedies under this section are not exclusive of other remedies at common law or under other statutes.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.94 | Forfeiture by Corporation for Failure to Comply With Certain Requirements.

Effective:
March 24, 2021
Latest Legislation:
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.96 | Benefit Corporations.

Effective:
March 24, 2021
Latest Legislation:
Senate Bill 21 - 133rd General Assembly
(A) A benefit corporation owes no duty to a person who is a beneficiary of a beneficial purpose of the benefit corporation based solely on the status of that person as a beneficiary.
(B) A benefit corporation is not liable in monetary damages for any failure to seek, achieve, or comply with any beneficial purpose of the benefit corporation set forth in the articles of the corporation.
(C) An action to require a benefit corporation to comply with a beneficial purpose set forth in its articles may be brought only by the benefit corporation or in a derivative action on behalf of the benefit corporation by any of the following:
(1) A director of the corporation;
(2) Persons who, in the aggregate, hold twenty-five per cent of all shares outstanding and entitled to vote at a meeting of the shareholders, 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 prescribe a smaller proportion;
(3) If the benefit corporation has issued and has outstanding shares listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national or affiliated securities association, persons who, in the aggregate, hold shares of at least two million dollars in market value;
(4) Any other person that the articles or regulations authorize to bring such an action.
(D) The provisions of divisions (B) and (C) of this section do not alter the obligation of a benefit corporation to comply with all laws otherwise applicable to a domestic corporation or contracts by which the benefit corporation is bound, and divisions (B) and (C) of this section shall not limit or restrict the imposition of any remedy available under such otherwise applicable laws or contracts.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.97 | Exercise of Expired Powers.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
No person shall exercise or attempt to exercise any rights, privileges, immunities, powers, franchises, or authority under the articles of a domestic corporation after such articles have been canceled or after such corporation has been dissolved or after the period of existence of the corporation specified in its articles has expired, except such acts as are incident to the winding up of the affairs of such corporation, or are required to obtain reinstatement of the articles in accordance with section 1701.07, 1701.921, 1785.06, or 5733.22 of the Revised Code, or are permitted upon reinstatement by division (C) of section 1701.922 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.98 | Applicability of Chapter.

Effective:
January 9, 1961
Latest Legislation:
House Bill 1 - 104th General Assembly
(A) Except as provided in sections 1701.01 to 1701.98, inclusive, of the Revised Code, the provisions of said sections shall apply only to domestic corporations, and except as otherwise provided in this section, the provisions of said sections shall apply to all domestic corporations, whether formed under said sections or under previous laws of this state.
(B) Special provisions in the Revised Code for the organization, conduct, or government of designated classes of corporations shall govern to the exclusion of sections 1701.01 to 1701.98, inclusive, of the Revised Code, on the same subject, except where it clearly appears that a special provision is cumulative, in which case it and the provisions of said sections on the same subject shall apply.
(C) A corporation created before September 1, 1851, which (1) has expressly elected to be governed by the laws passed since that date, (2) subsequent to that date has taken such action under laws then in effect as to make it subject, as a matter of law, to the Constitution of 1851 and laws passed thereunder, or (3) subsequent to October 1, 1955, takes any action under sections 1701.01 to 1701.98, inclusive, of the Revised Code, or any of them, which but for said sections it would not be authorized to take, shall be deemed to be a corporation exercising its corporate privileges under the Constitution of this state and the laws passed in pursuance thereof, and not otherwise.
(D) A corporation created before September 1, 1851, and actually carrying on its activities in this state, and which prior to October 11, 1955, has not taken action described in division (C) of this section, may accept the provisions of sections 1701.01 to 1701.98, inclusive, of the Revised Code, at a meeting of shareholders held for such purpose, by a resolution to that effect adopted 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, and by filing in the office of the secretary of state a copy of said resolution certified by the president or a vice-president and the secretary or an assistant secretary of the corporation, for which filing the secretary of state shall charge and collect a fee of five dollars. Thereafter said corporation shall be deemed to exercise its corporate privileges under the Constitution of this state and the laws passed in pursuance thereof, and not otherwise.
(E) Except as provided in divisions (C) and (D) of this section, a corporation created before September 1, 1851, shall be governed by the laws in force on that date as modified since that date.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.99 | Penalty.

Effective:
January 1, 1974
Latest Legislation:
House Bill 511 - 109th General Assembly
Whoever violates section 1701.97 of the Revised Code shall be fined not less than one hundred nor more than one thousand dollars.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.02 | Notice Requirements.

Effective:
August 19, 2005
Latest Legislation:
House Bill 42 - 126th General Assembly
(A) Unless another form of notice is required by the articles, the regulations, the bylaws, or by applicable law, any notice required by this chapter shall be in writing and shall be delivered personally or sent by telegram, by the use of authorized communications equipment, or by United States mail, express mail, or courier service, with postage or fees prepaid.
(B) In computing the period of time for the giving of a notice required or permitted under this chapter, or under the articles, the regulations, or the bylaws of a corporation, or a resolution of its members 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 given by personal delivery or transmitted by telegram or by the use of authorized communications equipment, the notice shall be deemed to have been given when delivered or transmitted. If notice is sent by United States mail, express mail, or courier service, the notice shall be deemed to have been given when deposited in the mail or with the courier service.
(C) A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or, in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one of those members at the address appearing on the corporation's current list of members.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.03 | Purposes of Corporation.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
A corporation may be formed under this chapter for any purpose or purposes for which natural persons lawfully may associate themselves, except that when there is a special provision in the Revised Code for the formation thereunder of a designated class of corporations, a corporation of such class shall be formed thereunder.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.04 | Articles of Incorporation.

Effective:
May 16, 2002
Latest Legislation:
House Bill 278 - 124th General Assembly
(A) Any person, singly or jointly with others, and without regard to residence, domicile, or state of incorporation, may form a corporation by signing and filing with the secretary of state articles of incorporation, which shall set forth the following:
(1) The name of the corporation;
(2) The place in this state where the principal office of the corporation is to be located;
(3) The purpose or purposes for which the corporation is formed.
(B) The articles also may set forth the following:
(1) The names of individuals who are to serve as the initial directors;
(2) The names of any persons or the designation of any group of persons who are to be the initial members;
(3) Any qualification of membership and the classification of members;
(4) A provision to the effect that the corporation shall be subordinate to and subject to the authority of any head or national association, lodge, order, beneficial association, fraternal or beneficial society, foundation, federation, or any other nonprofit corporation, society, organization, or association;
(5) Any lawful provision for the purpose of defining, limiting, or regulating the exercise of the authority of the corporation, the incorporators, the directors, the officers, the members, or any class of members, or creating or defining rights and privileges of the members among themselves or in the property of the corporation, or governing the distribution of assets on dissolution;
(6) Any provision that may be set forth in the regulations;
(7) A provision specifying the period of existence of the corporation if it is to be otherwise than perpetual;
(8) Any additional provision permitted by this chapter.
(C) A written appointment of a statutory agent for the purposes set forth in section 1702.06 of the Revised Code shall be filed with the articles, unless the corporation belongs to one of the classes mentioned in division (N) of that section.
(D) The legal existence of the corporation begins upon the filing of the articles or on a later date specified in the articles that is not more than ninety days after the filing, and, unless the articles otherwise provide, its period of existence shall be perpetual.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.07 | Acceptance of Articles of Incorporation and Other Certificates - Filing Not Constructive Notice of Contents.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
(A) When articles of incorporation and other certificates relating to the corporation are submitted to the secretary of state, the secretary of state shall, after finding that they comply with the provisions of this chapter, accept the articles and other certificates for filing and make a copy of the articles and other certificates by microfilm or by any authorized photostatic or digitized process. Evidence of the filing shall be returned to the person filing the articles or certificate.
(B) All persons shall have the opportunity of acquiring knowledge of the contents of the articles and other certificates filed and recorded in the office of the secretary of state, but no person dealing with the corporation shall be charged with constructive notice of the contents of any such articles or certificates by reason of such filing or recording.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.08 | Incorporation of Such Society or Association.

Effective:
March 29, 2007
Latest Legislation:
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.09 | Religious Society.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
The fact that a religious society, ecclesiastical society, or church has been continuously in existence since January 1, 1925, claiming to have been legally incorporated as such, and exercising authority and performing duties as such during such time, shall be prima-facie evidence of the due incorporation as claimed by such organization.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.10 | Adoption of Regulations.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
After the articles have been filed and at any time prior to a meeting of voting members, the incorporators or a majority of them, at a meeting, may adopt regulations for the government of the corporation, the conduct of its affairs, and the management of its property, consistent with law and the articles; may elect directors in addition to any directors named in the articles; and may also elect members in addition to any named or provided for in the articles. If the incorporators fail to adopt regulations as authorized by this section within ninety days after the date of incorporation, regulations may be adopted at a meeting of voting members by the affirmative vote of a majority of the voting members.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.13 | Membership.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
(A) The corporation shall maintain a record of its members containing the name and address of each member, the date of admission to membership, and, if members are classified, the class to which the member belongs.
(B) A corporation may issue certificates evidencing membership in it, but a corporation incorporated on or after June 9, 1927, shall not issue certificates for shares.
(C) Membership in a corporation may be terminated in the manner provided by law, the articles, or the regulations, and upon the termination of membership for any cause, such fact and the date of termination shall be recorded in the corporation's membership records.
(D) Unless the articles or the regulations otherwise provide, all the rights and privileges of a member in the corporation and its property shall cease on termination of membership.
(E) If permitted by the articles or the regulations of a corporation, another nonprofit corporation, a business corporation, a limited liability company, or any partnership, may become a member of the first mentioned corporation.
(F) Whenever the number of members of a corporation that, under the law, the articles, or the regulations, must have a specified number of members, is reduced below the specified number, the corporation shall not be required because of that reduction to cease carrying on its activities, but the continuing members may fill all vacancies.
(G) Unless otherwise provided in the articles or regulations of a corporation, all members have the same membership rights and privileges.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.14 | Absence of Provision for Members.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
Where neither the articles nor the regulations provide for members thereof as such, or where a corporation has in fact no members other than the directors, the directors shall, for the purposes of any statute or rule of law relating to corporations, be taken to be the members of such corporation, and they shall have all the rights and privileges of members; except that where the provisions in this chapter relating to meetings of directors differ, it shall be sufficient to comply with the provisions relating to directors.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.15 | Corporation to Keep Books and Records of Account and Minutes of Proceedings.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
Each corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, members, directors, and committees of the directors or members. Subject to limitations prescribed in the articles or the regulations upon the right of members of a corporation to examine the books and records, all books and records of a corporation, including the membership records prescribed by section 1702.13 of the Revised Code, may be examined by any member or director or the agent or attorney of either, for any reasonable and proper purpose and at any reasonable time.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.16 | Annual Meeting.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
An annual meeting of voting members 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 the regulations. In the absence of such a 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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.17 | Meetings of Voting Members - Calling and Place of Meeting.

Effective:
March 29, 2007
Latest Legislation:
House Bill 699 - 126th General Assembly
(A) Meetings of voting members may be called by any of the following:
(1) The chairperson of the board, the president, or, in case of the president's absence, death, or disability, the vice-president authorized to exercise the authority of the president;
(2) The directors by action at a meeting, or a majority of the directors acting without a meeting;
(3) The lesser of (a) ten per cent of the voting members or (b) twenty-five of the voting members, unless the articles or the regulations specify for such purpose a smaller or larger proportion or number, but not in excess of fifty per cent of the voting members;
(4) Any other officers or persons that the articles or the regulations authorize to call such meetings.
(B) If so provided in the articles or the regulations, meetings of voting members may be held either within or without this state or solely by means of authorized communications equipment.
(C) Unless the articles or regulations provide otherwise, the voting members and proxyholders who are not physically present at a meeting of voting members may attend the meeting by the use of authorized communications equipment that enables the voting members and proxyholders an opportunity to participate in the meeting and to vote on matters submitted to the voting members, including an opportunity to read or hear the proceedings of the meeting, participate in the proceedings, and contemporaneously communicate with the persons who are physically present at the meeting. Any voting member who uses authorized communications equipment under this division is deemed to be present in person at the meeting whether the meeting is held at a designated place or solely by means of authorized communications equipment. The directors may adopt procedures and guidelines for the use of authorized communications equipment in connection with a meeting of voting members to permit the corporation to verify that a person is a voting member or proxyholder and to maintain a record of any vote or other action taken at the meeting.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.18 | Notice of Meeting.

Effective:
August 19, 2005
Latest Legislation:
House Bill 42 - 126th General Assembly
Unless the articles or the regulations provide for notice of meetings otherwise than as provided in this section, written notice stating the place, if any, and the time of a meeting and the means, if any, by which the voting members can be present and vote at the meeting through the use of authorized communications equipment, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given in the manner described in section 1702.02 of the Revised Code, not less than ten or not more than sixty days before the date of the meeting: (A) to each member entitled to notice of the meeting; (B) by or at the direction of the president or the secretary or any other person required or permitted by the regulations to give notice or the officers or persons calling the meeting. If mailed or sent by overnight delivery service, that notice shall be addressed to the member at the member's address as it appears on the records of the corporation. If sent by means of authorized communications equipment, that notice shall be sent to the address furnished by the voting member for transmissions by authorized communications equipment. Notice of adjournment of a meeting need not be given if the place, if any, and the time to which it is adjourned and the procedure by which the voting members can be present and vote at the adjourned meeting through the use of authorized communications equipment are fixed and announced at the meeting.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.19 | Waiver of Notice.

Effective:
March 29, 2007
Latest Legislation:
House Bill 699 - 126th General Assembly
(A) Notice of the place, if any, the time, and the purposes of any meeting of voting members 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 member, or by any director, which writing shall be filed with or entered upon the records of the meeting. A transmission by authorized communications equipment that contains a waiver is a writing for purposes of this division.
(B) If a member or director attends a meeting described in division (A) of this section without protesting prior to or at the commencement of the meeting, then the lack of proper notice shall be deemed to be a waiver by the member or director of notice of the meeting.
(C) Unless the articles or regulations provide otherwise, a member shall be considered in attendance at a meeting described in division (A) of this section if the member is present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy. Unless the articles or regulations provide otherwise, a director shall be considered in attendance at a meeting described in division (A) of this section if the director is present in person or by the use of authorized communications equipment.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.20 | Voting.

Effective:
March 29, 2007
Latest Legislation:
House Bill 699 - 126th General Assembly
(A) Except as otherwise provided in the articles or the regulations, each member, regardless of class, shall be entitled to one vote on each matter properly submitted to the members for their vote, consent, waiver, release, or other action.
(B) Unless the articles or the regulations provide otherwise, voting at elections and votes on other matters may be conducted by mail or by the use of authorized communications equipment.
(C) Participation by a member in a meeting through the use of any of the means of communication described in division (B) of this section constitutes presence in person of that member at the meeting. The directors may adopt procedures and guidelines for the use of authorized communications equipment to permit the corporation to verify that a person is a voting member and to maintain a record of any vote.
(D) Unless the articles or the regulations otherwise provide, no member who is a natural person shall vote or act by proxy.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.21 | Voting of Membership in Corporation.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
(A) When any domestic corporation or domestic business corporation holds membership in a domestic or foreign corporation, the chairperson of the board, the president, any vice-president, the secretary, or the treasurer of the corporation or business corporation holding such membership, and any such officer or cashier or trust officer of a banking or trust corporation holding such membership, and any like officer of a foreign corporation or foreign business corporation, or of a foreign banking or trust corporation, holding membership in a domestic corporation, shall conclusively be deemed to have authority to vote on behalf of that corporation or business corporation, and to appoint proxies and execute written consents, waivers, and releases on its behalf, unless, before a vote is taken or a consent, waiver, or release is acted upon, it appears by a certified copy of the regulations, the bylaws, or a resolution of the directors, or executive committee of that corporation or business corporation that such authority does not exist or is vested in some other officer or person.
(B) When any domestic or foreign limited liability company holds membership in a domestic or foreign corporation, any manager or member of the limited liability company holding that membership shall conclusively be deemed to have authority to vote on behalf of that limited liability company and to appoint proxies and execute written consents, waivers, and releases on its behalf, unless before a vote is taken or a consent, waiver, or release is acted upon, it appears by a certified copy of the articles of organization, operating agreement, or a resolution of the managers or the members of that limited liability company that such authority does not exist or is vested in some other representative or person.
(C) For the purpose of this section, a person exercising authority as an officer, representative, or other person entitled to vote and acting in that capacity is prima-facie deemed to be duly elected, qualified, and acting as that officer, representative, or other person entitled to vote and acting in that capacity.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.22 | Quorum of Voting Members.

Effective:
March 29, 2007
Latest Legislation:
House Bill 699 - 126th General Assembly
Unless the articles or the regulations otherwise provide:
(A)(1) The voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy at any meeting of voting members shall constitute a quorum for the meeting.
(2) The affirmative vote of a majority of the voting members present at a meeting at which a quorum is present as provided in division (A)(1) of this section shall be necessary for the authorization or taking of any action voted upon by the members, except that no action required by law, the articles, or the regulations to be authorized or taken by a specified proportion or number of the voting members or of any class of voting members may be authorized or taken by a lesser proportion or number.
(B) A majority of the voting members present at a meeting, whether or not a quorum is present, may adjourn the meeting from time to time.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.23 | Controlling Provisions of Articles or Regulations.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
Whenever, with respect to the authorization or taking of any action by the members or the directors, the articles or the regulations require the vote, consent, waiver, or release of a greater proportion or number of the members or the directors than that otherwise required by law with respect thereto, the provisions of the articles or the regulations shall control.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.24 | Vote of Members Required for Rescission or Revocation.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
The authorization or taking of any action by vote, consent, waiver, or release of the members may be rescinded or revoked by the same vote, consent, waiver, or release as at the time of rescission or revocation would be required to authorize or take such action in the first instance, subject to the contract rights of other persons.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.25 | Action by Members or Directors Without a Meeting.

Effective:
August 19, 2005
Latest Legislation:
House Bill 42 - 126th General Assembly
(A) Unless the articles or the regulations prohibit the authorization or taking of any action of the incorporators, the members, or the directors without a meeting, any action that may be authorized or taken at a meeting of the incorporators, the members, or 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 of the incorporators, all of the members, or all of the directors, as the case may be, who would be entitled to notice of a meeting for that purpose, or, in the case of members, any other proportion or number of voting members, not less than a majority, that the articles or the regulations permit. Any such writing shall be filed with or entered upon the records of the corporation. Any certificate with respect to the authorization or taking of any action described in this division that is required to be filed in the office of the secretary of state shall recite that the authorization or taking of that action was in a writing or writings approved and signed as specified in this section.
(B) Any transmission by authorized communications equipment that contains an affirmative vote or approval of the person described in division (A) of this section is a signed writing for purposes of this section. The date on which that transmission by authorized communications equipment is sent is the date on which the writing is signed.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.26 | Election of Directors.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
(A) At a meeting of members at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors.
(B) At all elections of directors the candidates receiving the greatest number of votes shall be elected.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.27 | Number and Qualifications of Directors - Ex Officio Directors - Provisional Director.

Effective:
March 29, 2007
Latest Legislation:
House Bill 699 - 126th General Assembly
(A) Except as provided in division (B) of this section and section 1702.521 of the Revised Code:
(1) The number of directors as fixed by the articles or the regulations shall be not less than three or, if not so fixed, the number shall be three, except that if there are only one or two members of the corporation, the number of directors may be less than three but not less than the number of members.
(2)(a) Subject to division (A)(2)(c) of this section, unless the articles or the regulations fix the number of directors or provide the manner in which that number may be fixed or changed by the voting members, the number may be fixed or changed at a meeting of the voting members called for the purpose of electing directors, if a quorum is present, by the affirmative vote of a majority of the voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy.
(b) For purposes of division (A)(2)(a) of this section, participation by a voting member in a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum.
(c) No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.
(3) The director shall have the qualifications, if any, that are stated in the articles or the regulations.
(4) The articles or the regulations may provide that persons occupying certain positions within or without the corporation shall be ex officio directors, but, unless otherwise provided in the articles or the regulations, such ex officio directors shall not be considered for quorum purposes and shall have no vote.
(B) The court of common pleas of the county in which the corporation maintains its principal office may, pursuant to division (A) of section 1702.521 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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.28 | Term and Classification of Directors.

Effective:
April 10, 2001
Latest Legislation:
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.29 | Removal of Directors and Filling Vacancies.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
(A) The office of a director becomes vacant if the director dies or resigns, which resignation shall take effect immediately or at such other time as the director may specify.
(B) A director may be removed from office pursuant to any procedure therefor provided in the articles or in the regulations and such removal shall create a vacancy in the board.
(C) Unless the articles or the regulations otherwise provide, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the board for the unexpired term. Within the meaning of this section, a vacancy exists in case the voting members increase the authorized number of directors but fail at the meeting at which such increase is authorized, or an adjournment thereof, to elect the additional directors provided for, or in case the voting members fail at any time to elect the whole authorized number of directors.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.31 | Meetings of Directors - Notice.

Effective:
August 19, 2005
Latest Legislation:
House Bill 42 - 126th General Assembly
Unless otherwise provided in the articles, regulations, or bylaws, and subject to the exceptions applicable during an emergency for which provision is made in division (G) of section 1702.11 of the Revised Code:
(A) 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, including by means of authorized communications equipment, unless the articles or regulations prohibit participation by directors at a meeting by means of authorized communications equipment. Participation in a meeting pursuant to this division constitutes presence at that 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, by overnight delivery service, or by means of authorized communications equipment at least two days before the meeting. That 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 that meeting.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.32 | Quorum for Directors' Meeting.

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