reglab/statecodes huggingface dataset:
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.03 | Powers of Association.

Effective:
September 3, 2004
Latest Legislation:
House Bill 288 - 125th General Assembly
Each association incorporated under this chapter shall have the following powers:
(A) It may make contracts, incur liabilities, and borrow money; issue capital stock and other equity interests and issue certificates therefor; acquire property; and dispose of, mortgage, pledge, lease, or otherwise use in any manner, any of its property, or any interest in its property, wherever situated.
(B) It may invest its funds, lend money for its purposes, and hold any property as security for repayment.
(C) It may act as the agent or representative of any members or other patrons in any activities authorized by this chapter.
(D) It may conduct its business and affairs, have offices, and exercise its power in the United States or in any foreign country.
(E) It may establish reserves and invest these funds.
(F) It may buy, hold, and exercise all privileges of ownership over such real or personal property as is necessary, convenient, or incidental to the conduct of any authorized business of the association.
(G) It may establish, secure, own, and develop patents, trademarks, copyrights, service marks, and other intellectual property.
(H) Notwithstanding Chapter 169. of the Revised Code, it may effectuate the forfeiture of any unclaimed stock or other equity interests, dividends, and patronage allocations, for which the owner cannot be found after a period of three years. Notice of the existence of unclaimed stock or other equity interests and a request for written acknowledgment from the owner to the association shall be evidence of a bona fide attempt to deliver the unclaimed stock or other equity interests to the owner. If the notice is not acknowledged within thirty days after the notice is sent or within the period specified in the notice, if longer, all such unclaimed stock or other equity interests specified in the notice are forfeited and become the property of the association.
(I) It may make donations for charitable, scientific, educational, community development, or religious purposes, and may use all or part of the funds forfeited to the association under division (H) for these purposes.
(J) It may do everything necessary, suitable, or proper for the accomplishment of any of the purposes enumerated in this section. In addition it may exercise and possess all powers, rights, and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged, and any other powers, rights, and privileges granted to corporations by the laws of this state, except as are inconsistent with the express provisions of this chapter.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.04 | Use of Words in Name - Prohibition.

Effective:
September 3, 2004
Latest Legislation:
House Bill 288 - 125th General Assembly
(A) The name of any association organized under this chapter shall include the word or abbreviation "cooperative," "coop," "co-operative," "co-op," "association," "assn.," "company," "co.," "incorporated," "inc.," "corporation," or "corp."
(B) No corporation or other person organized or applying to do business in this state shall use the word or abbreviation "cooperative," "coop," "co-operative," or "co-op" as a part of its corporate or other business name or title, unless at least one of the following applies:
(1) It is organized under this chapter.
(2) It is organized and operating on a cooperative basis under Chapter 1702. of the Revised Code.
(3) It is organized and operating in accordance with the cooperative laws of another state, the District of Columbia, or the United States.
(4) It is a state or federally chartered credit union.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.06 | Number of Incorporators - Statutory Agent.

Effective:
May 20, 2014
Latest Legislation:
Senate Bill 98 - 130th General Assembly
(A) Two or more individuals may form an association under this chapter.
(B)(1) Every association shall have and maintain a statutory agent upon whom any process, notice, or demand against the association may be served. The agent shall be one of the following:
(a) A natural person who is a resident of this state;
(b) 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.
(2) Whenever appointment or designation of a statutory agent is required by this chapter, the appointment or designation shall be on a form prescribed by the secretary of state for the administration of this chapter and shall conform with section 1702.06 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.07 | Articles of Incorporation.

Effective:
September 3, 2004
Latest Legislation:
House Bill 288 - 125th General Assembly
(A) The articles of incorporation of an association shall set forth all of the following:
(1) The name of the association;
(2) The association's purposes, as permitted by this chapter. It is sufficient to state in the articles that the association may engage in any activity within the purposes for which associations may be organized under this chapter.
(3) The county and municipal corporation or township where the association's principal place of business will be located which need not be within this state;
(4) The names and addresses of the incorporators;
(5) The number of its directors or a statement that the number of directors shall be as specified in the bylaws;
(6) The names and addresses of those who are to serve as directors until the first meeting of members or until the election and qualification of their successors;
(7) Whether the association is organized with or without capital stock.
(a) If the association is organized without capital stock, the articles shall set forth the general rules by which the property rights and interests of each member are to be determined.
(b) If the association is organized with capital stock, the total amount of the stock, the number and par value of the shares, and dividend rights, if any. If there is more than one class of stock, the articles shall set forth a statement of the number of shares in each class and a statement of the designations, preferences, rights, and limitations of the shares in each class.
(B) The articles may include additional provisions, consistent with law, including provisions that are required or permitted to be set forth in the bylaws.
(C) The articles shall be signed by the incorporators and filed with the secretary of state in accordance with section 1729.12 of the Revised Code. The articles shall be accompanied by the appointment of a statutory agent in accordance with division (B) of section 1729.06 of the Revised Code. The legal existence of an association begins upon the filing of the articles and, unless the articles provide otherwise, its period of existence is perpetual.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.08 | Amendment or Restatement of Articles.

Effective:
September 3, 2004
Latest Legislation:
House Bill 288 - 125th General Assembly
(A) The articles of incorporation of an association may be altered or amended at any regular meeting of the association or at any special meeting called for that purpose, provided that the text of the proposed change, or a general description of the change, is contained in the notice of the meeting. An amendment shall first be approved by two thirds of the directors and shall then be adopted by an affirmative vote of sixty per cent of the member votes cast on the amendment or, if the articles provide or permit, by the affirmative vote of a greater majority or by the affirmative vote of a simple majority of all member votes eligible to be cast on the amendment.
(B) Amendments to the articles of incorporation, when so adopted, shall be filed in accordance with section 1729.12 of the Revised Code.
(C) The board of an association may adopt a restatement of the articles without a member vote if the restatement merely incorporates amendments previously approved by the board and adopted by the members. An association may, by action taken in the manner required for an amendment, adopt restated articles that contain amendments made at the time of the restatement. Restated articles shall state that they are restated, or restated and amended, if amendments are adopted with the restatement, and shall supersede the existing articles and amendments. Restated articles shall meet the requirements of section 1729.07 of the Revised Code, except that the names and addresses of the incorporators and initial directors may be omitted. A restatement of the articles shall be filed in the manner prescribed for an amendment of the articles.
(D) Except as provided in the articles of incorporation, the board may adopt an amendment to the articles of incorporation without a member vote in any of the following cases:
(1) To change the principal place of business of the association;
(2) To designate and determine the rights and restrictions of a series within a class of capital stock, if permitted by the articles;
(3) To reduce the authorized number of shares of any class or series of capital stock to any number down to and including the number of the shares issued and outstanding, and to assign the authorization for the number of shares so reduced to another class or classes of capital stock previously authorized;
(4) After a merger, consolidation, conversion, division, or occurrence of any other contingent event referred to in the articles of incorporation, to eliminate from the articles any statement or provision pertaining exclusively to the merger, consolidation, conversion, division, or occurrence, and to make other changes required by such elimination, but only after the deleted item has been superseded in accordance with the articles of incorporation or otherwise is no longer in effect.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.10 | Evidence of Incorporation.

Effective:
August 5, 1998
Latest Legislation:
House Bill 600 - 122nd General Assembly
(A) A copy of the association's articles of incorporation or amended articles filed in the office of the secretary of state, and certified by the secretary of state, is conclusive evidence, except as against the state, that the association has been incorporated under the laws of this state; and a copy certified by the secretary of state of any certificate of amendment or other certificate is prima-facie evidence of such amendment or of the facts stated in the certificate, and of the observance and performance of all antecedent conditions necessary to the action that the certificate purports to evidence.
(B) A copy of amended articles filed in the office of the secretary of state, and certified by the secretary of state, shall be accepted in this state and other jurisdictions in lieu of the original articles, amendments to the articles, and prior amended articles.
(C) The original or a copy of the record of minutes of the proceedings of the incorporators of an association, or of the proceedings or meetings of the members or any class of stockholders, or of the directors, or of any committee thereof, including any written consent, waiver, release, or agreement entered in such record or minutes, or the original or a copy of a statement that no specified proceeding was had or that no specified consent, waiver, release, or agreement exists, shall, when certified to be true by the secretary or an assistant secretary of an association, be received in the courts as prima-facie evidence of the facts stated therein. Every meeting referred to in the certified original or copy is considered duly called and held, and all motions and resolutions adopted and proceedings had at the meeting are considered duly adopted and had, and all elections of directors and all elections or appointments of officers chosen at the meeting are considered valid, until the contrary is proved; and whenever a person who is not a member, patron, or stockholder of an association has acted in good faith in reliance upon any such certified original or copy, it is conclusive in that person's favor.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.11 | Reinstatement of Association.

Effective:
September 3, 2004
Latest Legislation:
House Bill 288 - 125th General Assembly
(A) An association whose articles of incorporation have been canceled or an association that has been dissolved in a manner other than for a voluntary dissolution as provided in section 1729.55 of the Revised Code, or a judicial dissolution as provided in section 1729.61 of the Revised Code, may be reinstated by filing, on a form prescribed by the secretary of state for the administration of this chapter, an application for reinstatement and the required appointment of a statutory agent, and by paying a filing fee of ten dollars.
(B) Upon reinstatement of an association's articles of incorporation, the rights, privileges, and franchises, including all real or personal property rights and credits and all contract and other rights, of the association existing at the time that its articles were canceled or the dissolution became effective shall continue in effect as if the articles had not been canceled or the dissolution had not occurred; and the association shall again be entitled to exercise the rights, privileges, and franchises authorized by its articles.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.12 | Filing Articles and Certificates of Amendment.

Effective:
August 5, 1998
Latest Legislation:
House Bill 600 - 122nd General Assembly
(A) For filing articles of incorporation or a certificate of amendment of articles or a certificate of merger, consolidation, division, or dissolution, and with respect to the issuance of shares of stock, an association organized under this chapter shall pay to the secretary of state the fees imposed by section 111.16 of the Revised Code. In the case of a certificate of division, the filing fee shall be the same as for a certificate of merger or consolidation.
(B) When the articles of incorporation, or a certificate of amendment of articles, or a certificate of merger, consolidation, conversion, division, or dissolution is filed with the secretary of state, the secretary of state shall, if the articles or certificate complies with this chapter, endorse approval thereon, the date of filing, a file number, and make a legible copy thereof by any authorized method. The original or a copy of the articles or certificate, certified by the secretary of state, shall be returned to the person filing the articles or certificate.
(C) All persons shall have the opportunity to acquire a copy of the articles and other certificates filed and recorded in the office of the secretary of state, but no person dealing with the association shall be charged with constructive notice of the contents of any such articles or certificates by reason of the filing or recording.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.13 | Dividends - Stock - Security Interest.

Effective:
August 5, 1998
Latest Legislation:
House Bill 600 - 122nd General Assembly
(A) An association may pay dividends annually on its capital stock. All its other net income from business with or for members and other eligible patrons, less reserves which shall be provided for in the bylaws or other written agreements, shall be distributed to its members and other eligible patrons on the basis of patronage as provided in the bylaws or other written agreements. Any receipts or dividends from subsidiary corporations, or from stock or other securities owned by the association, may be included in the ordinary receipts of the association, and may be distributed accordingly.
(B) An association, at any time, may purchase its own common stock at par or book value as determined by the board.
(C) An association shall have a continued perfected security interest in its membership stock and patronage stock to secure payment of any indebtedness or other obligation of the holder or owner to the association. Notwithstanding Chapters 1308. and 1309. of the Revised Code, the security interest shall have priority over all other perfected security interests. Unless otherwise provided in the association's articles of incorporation or bylaws, or by contract, a member or other patron has no right to compel an association to offset its membership stock or patronage stock against any indebtedness or obligation owed to the association.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.14 | Bylaws.

Effective:
August 5, 1998
Latest Legislation:
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.16 | Adoption, Amendment, or Repeal of Bylaws.

Effective:
September 3, 2004
Latest Legislation:
House Bill 288 - 125th General Assembly
(A) The initial bylaws may be adopted by the association's directors who are to serve until the first member meeting. After the initial bylaws are adopted, bylaws may be adopted and amended only by the members unless the articles or bylaws provide that the board, by a two-thirds vote of the entire board, may adopt or amend the bylaws or any specified bylaw.
(B) Any bylaw adopted or amended by the board shall be reported at the next member meeting. Any bylaw adopted or amended by the board shall not conflict with the association's articles of incorporation or with this chapter of the Revised Code. Any such bylaw is subject to amendment or repeal by the members at any time.
(C) Unless the bylaws provide otherwise, any bylaw may be adopted, amended, or repealed by a majority of the member votes cast on the adoption, amendment, or repeal.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.17 | Members or Delegates Entitled to Vote.

Effective:
August 5, 1998
Latest Legislation:
House Bill 600 - 122nd General Assembly
(A) Each member entitled to vote shall have one vote, except that the articles or bylaws of the association may permit the following:
(1) Voting by members in accordance with the amount of business done with or through the association.
(2) Voting by delegates, including a voting system that provides any one or a combination of the following:
(a) That a delegate may cast only one vote;
(b) That a delegate may cast one vote for each member represented by the delegate;
(c) That another form of delegate voting may be used.
(3) Voting by delegates or certain members on matters that are to be submitted to a member vote.
(4) Voting by any combination of the methods set forth in division (A)(1), (2), or (3) of this section or any other method of voting set forth in the bylaws, provided the association is controlled by the members.
(B) If the articles or bylaws provide that only delegates or certain members are entitled to vote on matters to be submitted to a member vote, "member" or "members," as used in this chapter with respect to the right of a member to vote, voting procedure, the required proportion of member votes, actions that are required or permitted to be taken by members, and the number of members required for a quorum, means the delegates or other members entitled to vote. Where voting is based on the amount of business done, provisions of this chapter requiring a vote of the members are met if the required membership vote is satisfied based on the voting power of the members.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.18 | Association Members - Meetings.

Effective:
September 3, 2004
Latest Legislation:
House Bill 288 - 125th General Assembly
(A) An association shall have two or more members. However, an association may have one member if that member is a cooperative that has two or more members.
(B) Each association shall hold an annual meeting of its members. The board may call a special meeting of the members at any time. Any meeting of the members may be held at one time or in a series of meetings at one or more locations.
(C) Twenty per cent of the members entitled to vote may file with the board a petition stating the specific business to be brought before the association and demanding a special meeting at any time for consideration of such business. Upon compliance with this division, the meeting shall be called by the board.
(D) Notice of every meeting, together with a statement of the purpose of the meeting, shall be sent to each member who is entitled to vote at the meeting and any affected stockholder at the member's or stockholder's current address, as shown in the records of the association, at least ten days prior to the meeting, in accordance with section 1729.20 of the Revised Code. The bylaws may provide that the notice be given by publication in a newspaper or newspapers of general circulation in the trade area of the association if notice to individual members and affected shareholders is impracticable.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.19 | Action Authorized or Taken Without Meeting.

Effective:
September 3, 2004
Latest Legislation:
House Bill 288 - 125th General Assembly
(A) Unless prohibited in an association's articles of incorporation or bylaws, any action that may be authorized or taken at a meeting of the members, affected stockholders, the board, or any committee of the board, may be authorized or taken without a meeting, with the affirmative vote or approval of the following:
(1) In the case of members or affected stockholders, sixty per cent of the votes of the members or affected stockholders who would be entitled to vote on the action at a meeting for such purpose;
(2) In the case of the board of directors or a committee of the board, all of the directors on the board or all of the committee members on the committee in a writing or writings signed by each of the directors or committee members.
(B) A record of action described in division (A) of this section without a meeting shall be included in the records of the association in the same manner as minutes of meetings of the association's members, affected stockholders, board, or committee of the board.
(C) Any certificate with respect to the authorization or taking of any action without a meeting that is required to be filed in the office of the secretary of state shall state that the authorization or taking of such action was approved and signed as provided in this section.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.20 | Methods of Giving Notice - Signed Waiver.

Effective:
August 5, 1998
Latest Legislation:
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.22 | Board of Directors.

Effective:
September 3, 2004
Latest Legislation:
House Bill 288 - 125th General Assembly
(A) Except where this chapter or an association's articles of incorporation or bylaws require that action be otherwise authorized or taken, all of the authority of an association shall be exercised by or under the direction of the board. The board shall consist of not less than five directors, elected by and from the members, unless the number of members is less than five, in which case, the number of directors may equal the number of members.
(B) The bylaws may provide that the membership of an association be divided into districts or other groupings and that the directors shall be elected according to such districts or groupings. In that case, the bylaws shall specify the number of directors to be elected and the manner of reapportioning or redistricting the membership.
(C) The bylaws may provide that one or more directors may be appointed by the other directors. The appointed directors need not be members of the association, but shall have the same powers, rights, and responsibilities as other directors. The appointed directors shall not number more than one-fifth of the entire number of directors.
(D) The bylaws may provide for an executive committee and may allot to the executive committee any of the functions and powers of the board, subject to the general direction and control of the board.
(E) The association may provide a fair remuneration for the time actually spent by its officers and directors in its service, and for the services of the members of its executive committee.
(F) Unless the bylaws provide otherwise, when a vacancy on the board occurs other than by expiration of term, the remaining directors on the board, by a majority vote, shall elect a director to fill the vacancy. If the bylaws provide for an election of directors by the members in a district or other grouping, the board may call a special meeting of the members in that district or group to fill the vacancy.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.24 | Effect of Self-Dealing.

Effective:
August 5, 1998
Latest Legislation:
House Bill 600 - 122nd General Assembly
(A) Unless otherwise provided in an association's articles of incorporation or bylaws:
(1) No contract or transaction between an association and one or more of its directors or officers, or between the association and any other person in which one or more of the association's directors or officers, are directors or officers, or have a financial or personal interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee that authorizes the contract or transaction, or solely because the director's or officer's votes are counted for such purpose, if any of the following applies:
(a) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board or the committee, and the board or committee, in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum of the board or the committee;
(b) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the members entitled to vote on the contract or transaction, and the contract or transaction is specifically approved at a meeting of the members;
(c) The contract or transaction is fair as to the association at the time it is authorized or approved by the board, or a committee of the board, or the members.
(2) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board, or of a committee that authorizes the contract or transaction.
(B) Divisions (A)(1) and (2) of this section do not limit or otherwise affect the liability of directors under section 1729.25 of the Revised Code.
(C) For purposes of division (A) of this section, a director is not an interested director solely because the subject of a contract or transaction may involve or effect a change in control of the association or continuation in office as a director of the association.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.26 | Officers.

Effective:
September 3, 2004
Latest Legislation:
House Bill 288 - 125th General Assembly
(A) The officers of an association shall consist of a president, a secretary, a treasurer, and, if desired, a chairperson and one or more vice chairpersons of the board, one or more vice-presidents, and other officers and assistant officers as necessary. The officers shall be elected by the board. The chairperson and any vice chairperson of the board shall be a director. Unless the association's articles of incorporation or bylaws provide otherwise, none of the other officers need be a director. 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 the instrument is required by law or by the articles or bylaws to be executed, acknowledged, or verified by two or more officers. Unless the articles or the bylaws provide otherwise, all officers shall be elected annually.
(B) All officers have the authority to perform, and shall perform, the duties as the bylaws provide, or as the board may determine in accordance with the bylaws.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.27 | Surety Bonds.

Effective:
August 5, 1998
Latest Legislation:
House Bill 600 - 122nd General Assembly
If required by the association's bylaws, every officer, employee, and agent handling funds, negotiable instruments, or other property of or for an association shall execute and deliver adequate bonds for the faithful performance of the officer's, employee's, or agent's duties and obligations.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.28 | Removal of Officers or Directors - Procedure.

Effective:
September 3, 2004
Latest Legislation:
House Bill 288 - 125th General Assembly
(A) Any member of an association may bring charges against an officer or director of the association by filing them in writing with the secretary of the association, together with a petition, signed by twenty per cent of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the members of the association and, by a vote of a majority of the members, the association may remove the officer or director and fill the vacancy. The director or officer against whom such charges are brought shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses, and the persons bringing the charges against the director or officer shall have the same opportunity.
(B) If the bylaws provide for election of directors by the members in a district or other grouping, then the petition for removal of a director must be signed by twenty per cent of the members residing in the district or belonging to the group from which the director was elected. The board shall then call a special meeting of the members residing in that district or belonging to the group to consider and vote upon the removal of the director; and at such meeting, by a vote of the majority of the members of that district or belonging to the group, the director in question shall be removed from office.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.29 | Books and Records - Examination by Member or Stockholder.

Effective:
August 5, 1998
Latest Legislation:
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.36 | Association May Merge or Consolidate With One or More Entities.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) An association may merge or consolidate with one or more entities, if such merger or consolidation is permitted by the laws under which each constituent entity exists and the association complies with this section.
(B) Each constituent association shall comply with section 1729.35 of the Revised Code with respect to form and approval of an agreement of merger or consolidation, and each constituent entity shall comply with the applicable provisions of the laws under which it exists, except that the agreement of merger or consolidation, by whatever name designated, shall comply with divisions (C) and (D) of this section.
(C) The agreement of merger or consolidation shall set forth all of the following:
(1) The names of the states and the laws under which each constituent entity exists;
(2) All statements and matters required to be set forth in agreements of merger or consolidation by the laws under which any constituent entity exists;
(3) A statement that the surviving or new entity is to be an association, a foreign association, a corporation other than a cooperative, or a limited liability company;
(4) If the surviving or new entity is to be a foreign entity:
(a) The place where the principal office of the surviving or new entity is to be located in the state in which the surviving or new entity is to exist;
(b) The consent by the surviving or new entity that it may be sued and served with process in this state in any proceeding for the enforcement of any obligation of any constituent association or domestic entity;
(c) The consent by the surviving or new entity that it shall be subject to the applicable provisions of Chapter 1703. of the Revised Code, if it is a foreign corporation or foreign association, or to sections 1705.53 to 1705.58 or 1706.51 to 1706.515 of the Revised Code, if it is a foreign limited liability company;
(d) If it is desired that the surviving or new entity exercise its corporate privileges in this state as a foreign entity.
(D) The agreement also may set forth other provisions permitted by the laws of any state in which any constituent entity exists.
(E) If the surviving or new entity is an association, the merger or consolidation shall take effect in accordance with sections 1729.37 and 1729.38 of the Revised Code.
(F) If the surviving or new entity is an entity other than an association, the merger or consolidation shall take effect in accordance with the applicable provisions of the laws under which it exists.
Last updated September 9, 2021 at 11:47 AM
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.37 | Effective Date of Merger or Consolidation.

Effective:
August 5, 1998
Latest Legislation:
House Bill 600 - 122nd General Assembly
(A) Unless a later date is specified in the agreement, a merger or consolidation under sections 1729.35 and 1729.36 of the Revised Code is effective when the certificate of merger or consolidation is filed in accordance with section 1729.38 of the Revised Code. If, after filing the certificate but before the merger or consolidation is effective, the merger or consolidation is amended or abandoned, as provided in divisions (E) and (F) of section 1729.35 of the Revised Code, an authorized officer of each constituent association shall sign a certificate of amendment or abandonment stating that the agreement of merger or consolidation has been amended or abandoned and the date of such action, and shall file the certificate in the same manner as the certificate of merger or consolidation. Any certificate of amendment or abandonment shall be filed prior to the date the merger or consolidation would otherwise be effective.
(B) In the case of a merger, the surviving association or entity is the one designated in the agreement. In the case of a consolidation, the new association or entity is the one designated in the agreement. The separate existence of all constituent associations or entities in the agreement, except the surviving or new association or entity, ceases upon the effective date of the merger or consolidation.
(C) The surviving or new association or entity possesses all the rights and all the property of each constituent association or entity, and is responsible for all their obligations. Title to any property is vested in the surviving or new association or entity with no reversion or impairment of the property caused by the merger or consolidation. A merger or consolidation shall not be considered an assignment. No right of any creditor shall be impaired by the merger or consolidation without the creditor's consent.
(D) If the surviving organization is an association, the articles of incorporation are amended to the extent provided in the agreement of merger.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.38 | Certificate of Merger or Consolidation Filing and Recording.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A)(1) Upon adoption of an agreement of merger or consolidation under section 1729.35 or 1729.36 of the Revised Code, a certificate, signed by any authorized officer or representative of each constituent association or entity, shall be filed with the secretary of state on a form prescribed by the secretary of state that sets forth the following:
(a) The name and form of each constituent association or entity and the state law under which each constituent entity exists;
(b) A statement that each constituent association or entity has adopted the agreement of merger or consolidation, the manner of adoption, and that the agreement was adopted in compliance with the laws applicable to each constituent association or entity;
(c) The effective date of the merger or consolidation, which date may be on or after the date of filing of the certificate;
(d) In the case of a merger, a statement that one or more specified constituent associations or entities will be merged into a specified surviving association or entity or, in the case of a consolidation, a statement that the constituent associations or entities will be consolidated into a new association or entity;
(e) The name and address of the statutory agent upon whom any process, notice, or demand against any constituent association or entity, or the surviving or new association or entity, may be served.
(2) In the case of a merger into an association or domestic entity, any amendments to the articles of incorporation or the articles of organization of the surviving association or entity shall be filed with the certificate.
(3) In the case of a consolidation to form a new domestic association or entity, the articles of incorporation or the articles of organization of the new association or entity shall be filed with the certificate.
(4) If the surviving or new entity is a foreign entity that desires to transact business in this state as a foreign entity, the certificate shall be accompanied by the information required for qualification of a foreign entity in this state by Chapter 1703. of the Revised Code, in the case of a foreign corporation or foreign cooperative, or by sections 1705.53 and 1705.54 or 1706.511 of the Revised Code, in the case of a foreign limited liability company.
(B) A copy of the certificate of merger or consolidation, certified by the secretary of state, may be filed for record in the office of the county recorder of any county in this state. For such recording, the county recorder shall charge and collect the same fee as in the case of deeds. The certified copy of the certificate of merger or consolidation shall be recorded in the official records of the county recorder.
(C) For purposes of this section, "domestic entity" means a corporation other than an association or a limited liability company organized under the laws of this state.
Last updated September 10, 2021 at 8:56 AM
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.42 | Conversions.

Effective:
September 3, 2004
Latest Legislation:
House Bill 288 - 125th General Assembly
(A) A domestic corporation that is not an association may convert itself into an association by adopting an amendment to its articles of incorporation in which it elects to become subject to this chapter, together with any changes in its articles of incorporation and bylaws required by this chapter, and any other desirable changes permitted by this chapter. The amendment shall be adopted, filed, and recorded in the manner provided by the law under which the corporation exists.
(B) An association may convert itself to a domestic corporation that is not an association by adopting an amendment to its articles of incorporation in which it elects to become subject to any other chapter of Title XVII of the Revised Code, if so permitted by such chapter, together with any changes in its articles of incorporation and bylaws required by such chapter and any other desirable changes permitted by such chapter. The amendment shall be adopted, filed, and recorded under this chapter in the same manner as an amendment of the articles of incorporation under sections 1729.08 and 1729.09 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1729 | Ohio Cooperative Law › Section 1729.44 | Setting Aside Reorganizations.

Effective:
August 5, 1998
Latest Legislation:
House Bill 600 - 122nd General Assembly
An action to set aside a merger, consolidation, division, or conversion of an association, on the ground that any section of the Revised Code has not been complied with, shall be brought within ninety days after the effective date of the merger, consolidation, division, or conversion, or such action shall be forever barred.