CHAPTER 1702: NONPROFIT CORPORATION LAW

As used in this chapter, unless the context otherwise requires:

(A) “Corporation” or “domestic corporation” means a nonprofit corporation formed under the laws of this state, or a business corporation formed under the laws of this state that, by amendment to its articles as provided by law, becomes a nonprofit corporation.

(B) “Foreign corporation” means a nonprofit corporation formed under the laws of another state.

(C) “Nonprofit corporation” means a domestic or foreign corporation that is formed otherwise than for the pecuniary gain or profit of, and whose net earnings or any part of them is not distributable to, its members, directors, officers, or other private persons, except that the payment of reasonable compensation for services rendered and the distribution of assets on dissolution as permitted by section 1702.49 of the Revised Code is not pecuniary gain or profit or distribution of net earnings. In a corporation all of whose members are nonprofit corporations, distribution to members does not deprive it of the status of a nonprofit corporation.

(D) “State” means the United States; any state, territory, insular possession, or other political subdivision of the United States, including the District of Columbia; any foreign country or nation; and any province, territory, or other political subdivision of a foreign country or nation.

(E) “Articles” includes original articles of incorporation, agreements of merger or consolidation if and only to the extent that articles of incorporation are adopted or amended in the agreements, amended articles, and amendments to any of these, and, in the case of a corporation created before September 1, 1851, the special charter and any amendments to it made by special act of the general assembly or pursuant to general law.

(F) “Incorporator” means a person who signed the original articles of incorporation.

(G) “Member” means one having membership rights and privileges in a corporation in accordance with its articles or regulations.

(H) “Voting member” means a member possessing voting rights, either generally or in respect of the particular question involved, as the case may be.

(I) “Person” includes, but is not limited to, a nonprofit corporation, a business corporation, a partnership, an unincorporated society or association, and two or more persons having a joint or common interest.

(J) The location of the “principal office” of a corporation is the place named as such in its articles.

(K) “Directors” means the persons vested with the authority to conduct the affairs of the corporation irrespective of the name, such as trustees, by which they are designated.

(L) “Insolvent” means that the corporation is unable to pay its obligations as they become due in the usual course of its affairs.

(M)(1) Subject to division (M)(2) of this section, “volunteer” means a director, officer, or agent of a corporation, or another person associated with a corporation, who satisfies both of the following:

(a) Performs services for or on behalf of, and under the authority or auspices of, that corporation;

(b) Does not receive compensation, either directly or indirectly, for performing those services.

(2) For purposes of division (M)(1) of this section, “compensation” does not include any of the following:

(a) Actual and necessary expenses that are incurred by a volunteer in connection with the services performed for a corporation, and that are reimbursed to the volunteer or otherwise paid;

(b) Insurance premiums paid on behalf of a volunteer, and amounts paid or reimbursed, pursuant to division (E) of section 1702.12 of the Revised Code;

(c) Modest perquisites.

(N) “Business corporation” means any entity, as defined in section 1701.01 of the Revised Code, other than a public benefit corporation or a mutual benefit corporation, that is organized pursuant to Chapter 1701. of the Revised Code.

(O) “Mutual benefit corporation” means any corporation organized under this chapter other than a public benefit corporation.

(P) “Public benefit corporation” means a corporation that is recognized as exempt from federal income taxation under section 501(c)(3) of the “Internal Revenue Code of 1986,” 100 Stat. 2085, 26 U.S.C. 1, as amended, or is organized for a public or charitable purpose and that upon dissolution must distribute its assets to a public benefit corporation, the United States, a state or any political subdivision of a state, or a person that is recognized as exempt from federal income taxation under section 501(c)(3) of the “Internal Revenue Code of 1986,” as amended. “Public benefit corporation” does not include a nonprofit corporation that is organized by one or more municipal corporations to further a public purpose that is not a charitable purpose.

(Q) “Authorized communications equipment” means any communications equipment that provides a transmission, including, but not limited to, by telephone, telecopy, or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the member or director involved and, with respect to meetings, allows all persons participating in the meeting to contemporaneously communicate with each other.

Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007

(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.

Effective Date: 04-10-2001

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.

Effective Date: 04-10-2001

(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.

Effective Date: 05-16-2002

(A) Except as provided in this section and in sections 1702.41 and 1702.45 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state’s office any articles if the corporate name set forth in the articles is not distinguishable upon the secretary of state’s records from any of the following:

(1) The name of any other corporation, whether a nonprofit corporation or a business corporation and whether that of a domestic or of a foreign corporation authorized to do business in this state;

(2) The name of any limited liability company registered in the office of the secretary of state pursuant to Chapter 1705. of the Revised Code, whether domestic or foreign;

(3) The name of any limited liability partnership registered in the office of the secretary of state pursuant to Chapter 1775. of the Revised Code, whether domestic or foreign;

(4) The name of any limited partnership registered in the office of the secretary of state pursuant to Chapter 1782. of the Revised Code, whether domestic or foreign;

(5) Any trade name, the exclusive right to which is at the time in question registered in the office of the secretary of state pursuant to Chapter 1329. of the Revised Code.

(B) The secretary of state shall determine for purposes of this section whether a name is “distinguishable” from another name upon the secretary of state’s records. Without excluding other names that may not constitute distinguishable names in this state, a name is not considered distinguishable from another name for purposes of this section solely because it differs from the other name in only one or more of the following manners:

(1) The use of the word “corporation,” “company,” “incorporated,” “limited,” or any abbreviation of any of those words;

(2) The use of any article, conjunction, contraction, abbreviation, or punctuation;

(3) The use of a different tense or number of the same word.

(C) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state’s records from the name of any other corporation, any limited liability company, limited liability partnership, or limited partnership, or from a registered trade name, if there also is filed in the office of the secretary of state, on a form prescribed by the secretary of state, the consent of the other entity, or, in the case of a registered trade name, the person in whose name is registered the exclusive right to use the name, which consent is evidenced in a writing signed by any authorized officer or authorized representative of the other entity or person.

(D) In case of judicial sale or judicial transfer, by sale or transfer of good will or otherwise, of the right to use the name of a nonprofit corporation or business corporation, whether that of a domestic corporation or of a foreign corporation authorized to exercise its corporate privileges in this state or to do business in this state, the secretary of state, at the instance of the purchaser or transferee of such right, shall accept for filing articles of a corporation with a name the same as or similar to the name of such other corporation, if there also is filed in the office of the secretary of state a certified copy of the decree or order of court confirming or otherwise evidencing the purchase or transfer.

(E) Any person who wishes to reserve a name for a proposed new corporation, or any corporation intending to change its name, may submit to the secretary of state a written application, on a form prescribed by the secretary of state, for the exclusive right to use a specified name as the name of a corporation. If the secretary of state finds that, under this section, the specified name is available for such use, the secretary of state shall file such application, and, from the date of such filing, such applicant shall have the exclusive right for one hundred eighty days to use the specified name as the name of a corporation, counting the date of such filing as the first of the one hundred eighty days. The right so obtained may be transferred by the applicant or other holder of the right by the filing in the office of the secretary of state of a written transfer, on a form prescribed by the secretary of state, stating the name and address of the transferee.

Effective Date: 06-06-2001

(A) Every corporation shall have and maintain an agent, sometimes referred to as the “statutory agent,” upon whom any process, notice, or demand required or permitted by statute to be served upon a corporation may be served. The agent may be a natural person who is a resident of this state, or may be a domestic or foreign business corporation holding a license as such under the laws of this state that is authorized by its articles of incorporation to act as such agent, and that has a business address in this state.

(B) The secretary of state shall not accept original articles for filing unless there is filed with the articles a written appointment of an agent signed by the incorporators of the corporation or a majority of them and a written acceptance of the appointment signed by the agent. In all other cases, the corporation shall appoint the agent and shall file in the office of the secretary of state a written appointment of the agent that is signed by any authorized officer of the corporation and a written acceptance of the appointment that is either the original acceptance signed by the agent or a photocopy, facsimile, or similar reproduction of the original acceptance signed by the agent.

(C) The written appointment of an agent shall set forth the name and address in this state of the agent, including the street and number or other particular description, and shall otherwise be in such form as the secretary of state prescribes. The secretary of state shall keep a record of the names of corporations and the names and addresses of their respective agents.

(D) If any agent dies, removes from the state, or resigns, the corporation shall forthwith appoint another agent and file with the secretary of state, on a form prescribed by the secretary of state, a written appointment of that agent.

(E) If the agent changes the agent’s address from that appearing upon the record in the office of the secretary of state, the corporation or the agent shall forthwith file with the secretary of state, on a form prescribed by the secretary of state, a written statement setting forth the new address.

(F) An agent may resign by filing with the secretary of state, on a form prescribed by the secretary of state, a written notice to that effect that is signed by the agent and by sending a copy of the notice to the corporation at the current or last known address of its principal office on or prior to the date that notice is filed with the secretary of state. The notice shall set forth the name of the corporation, the name and current address of the agent, the current or last known address, including the street and number or other particular description, of the corporation’s principal office, the resignation of the agent, and a statement that a copy of the notice has been sent to the corporation within the time and in the manner prescribed by this division. Upon the expiration of sixty days after such filing, the authority of the agent shall terminate.

(G) A corporation may revoke the appointment of an agent by filing with the secretary of state, on a form prescribed by the secretary of state, a written appointment of another agent and a statement that the appointment of the former agent is revoked.

(H) Any process, notice, or demand required or permitted by statute to be served upon a corporation may be served upon the corporation by delivering a copy of it to its agent, if a natural person, or by delivering a copy of it at the address of its agent in this state, as such address appears upon the record in the office of the secretary of state. If (1) the agent cannot be found, or (2) the agent no longer has that address, or (3) the corporation has failed to maintain an agent as required by this section, and if in any such case the party desiring that such process, notice, or demand be served, or the agent or representative of the party, shall have filed with the secretary of state an affidavit stating that one of the foregoing conditions exists and stating the most recent address of the corporation that the party after diligent search has been able to ascertain, then service of process, notice, or demand upon the secretary of state, as the agent of the corporation, may be initiated by delivering to the secretary of state or at the secretary of state’s office triplicate copies of such process, notice, or demand and by paying to the secretary of state a fee of five dollars. The secretary of state shall forthwith give notice of such delivery to the corporation at its principal office as shown upon the record in the secretary of state’s office and also to the corporation at any different address set forth in the above mentioned affidavit, and shall forward to the corporation at each of those addresses, by certified mail, with request for return receipt, a copy of such process, notice, or demand; and thereupon service upon the corporation shall be deemed to have been made.

(I) The secretary of state shall keep a record of each process, notice, and demand delivered to the secretary of state or at the secretary of state’s office under this section or any other law of this state that authorizes service upon the secretary of state, and shall record the time of such delivery and the secretary of state’s action thereafter with respect thereto.

(J) This section does not limit or affect the right to serve any process, notice, or demand upon a corporation in any other manner permitted by law.

(K) Except when an original appointment of an agent is filed with the original articles, a written appointment of an agent or a written statement filed by a corporation with the secretary of state shall be signed by any authorized officer of the corporation or by the incorporators of the corporation or a majority of them if no directors have been elected.

(L) For filing a written appointment of an agent other than one filed with original articles, and for filing a statement of change of address of an agent, the secretary of state shall charge and collect the fee specified in division (R) of section 111.16 of the Revised Code.

(M) Upon the failure of any corporation to appoint another agent or to file a statement of change of address of an agent, the secretary of state shall give notice thereof by certified mail to the corporation at the address set forth in the notice of resignation or on the most recent statement of continued existence filed in this state by the corporation. Unless the failure is cured within thirty days after the mailing by the secretary of state of the notice or within any further period the secretary of state grants, upon the expiration of that period, the articles of the corporation shall be canceled without further notice or action by the secretary of state. The secretary of state shall make a notation of the cancellation on the secretary of state’s records. A corporation whose articles have been canceled may be reinstated by filing, on a form prescribed by the secretary of state, an application for reinstatement and the required appointment of agent or required statement, and by paying the filing fee specified in division (Q) of section 111.16 of the Revised Code. The rights, privileges, and franchises of a corporation whose articles have been reinstated are subject to section 1702.60 of the Revised Code. The secretary of state shall furnish the tax commissioner a monthly list of all corporations canceled and reinstated under this division.

(N) This section does not apply to banks, trust companies, insurance companies, or any corporation defined under the laws of this state as a public utility for taxation purposes.

Effective Date: 06-06-2001

(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.

Effective Date: 04-10-2001

(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.

Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007

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.

Effective Date: 10-11-1955

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.

Effective Date: 04-10-2001

(A) Without limiting the generality of such authority, the regulations, whether designated a constitution or rules, or by some other term, may include provisions with respect to the following:

(1) The place, if any, and time for holding, the manner of and authority for calling, giving notice of, and conducting, and the requirements of a quorum for, meetings of members, or their elected representatives or delegates;

(2) The qualifications, admission, voluntary withdrawal, censure, and suspension of members, and the termination of membership;

(3) The fees and dues of members;

(4) The rights of members or classes of members, or of their elected representatives or delegates, to vote; the manner of conducting votes of members on matters, including voting by mail, by the use of authorized communications equipment, or by proxy; the specification of the relative rights and privileges among members and in the property of the corporation; and limitations upon or regulations governing the right of members to examine the books and records of the corporation;

(5) The election of representatives or delegates of members and their authority, rights, and privileges;

(6) The number, classification, manner of fixing or changing the number, qualifications, term of office, voting rights, compensation or manner of fixing compensation, and the removal of directors;

(7) The place, if any, and time for holding, the manner of and authority for calling, giving notice of, and conducting, and the requirements of a quorum for, meetings of the directors;

(8) The appointment of an executive and other committees of the directors or of members, their authority, and the method by which they take action;

(9) The titles, qualifications, duties, term of office, compensation or manner of fixing compensation, and the removal, of officers;

(10) Defining, limiting, or regulating the exercise of the authority of the corporation, the directors, the officers, the members, or any class of members;

(11) The method by which voting members may change the regulations;

(12) Providing for the use of authorized communications equipment.

(B)(1) In the absence of provisions in the articles or the regulations with respect to the method of changing the regulations, the regulations may be amended, or new regulations may be adopted, by the voting members at a meeting held for such purpose, 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.

(2) For purposes of division (B)(1) of this section, participation by a member in a meeting through the use of any of the means of communication described in that division constitutes presence in person of that member at the meeting for purposes of determining a quorum.

(C) The members of a nonprofit corporation may adopt or authorize the directors to adopt, either before or during an emergency, as defined in division (U) of section 1701.01 of the Revised Code, emergency regulations operative only during an emergency. The emergency regulations may include those provisions that are authorized to be included in regulations by divisions (A) and (B) of this section. In addition, unless expressly prohibited by the articles or regulations, and notwithstanding any different provisions in this chapter and any different provision in the articles or regulations that are not expressly stated to be operative during an emergency, the emergency regulations may make any provision that may be practical or necessary with respect to meetings, committees, vacancies, and temporary appointments of the directors, and the rank and succession of officers, the same as may be done by corporations for profit under division (C) of section 1701.11 of the Revised Code.

(D) Any change in the regulations made in accordance with their provisions or pursuant to division (B) of this section shall be binding on all members.

(E) If the regulations are amended or new regulations adopted without a meeting of the voting members, the secretary of the corporation shall send by mail, overnight delivery service, or authorized communications equipment a copy of the amendment or the new regulations to each voting member who would have been entitled to vote on the amendment or new regulations and did not participate in the adoption of the amendment or new regulations. If the secretary of the corporation mails the copy or sends it by overnight delivery service, the secretary shall send the copy of the amendment or the new regulations to the voting member at the voting member’s address as it appears on the records of the corporation. If the secretary sends the copy by means of authorized communications equipment, the secretary shall send the copy of the amendment or the new regulations to the address provided by the voting member for transmissions by authorized communications equipment.

(F) No person dealing with the corporation shall be charged with constructive notice of the regulations.

(G) Unless expressly prohibited by the articles or regulations, or unless otherwise provided by the emergency regulations, and notwithstanding any different provision in this chapter, the special rules provided for corporations for profit under division (F) of section 1701.11 of the Revised Code are applicable to a nonprofit corporation during an emergency, as defined in division (U) of section 1701.01 of the Revised Code.

Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007

(A) A corporation may sue and be sued.

(B) A corporation may adopt and alter a corporate seal and use it or a facsimile of it, but failure to affix the corporate seal shall not affect the validity of any instrument.

(C) Unless otherwise provided in the articles, a corporation may take property of any description, or any interest in property, by gift, devise, or bequest.

(D) Subject to limitations prescribed by law or in its articles, a corporation may make donations for the public welfare, for religious, charitable, scientific, literary, or educational purposes, or in furtherance of any of its purposes.

(E)(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of or a volunteer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, member, manager, or agent of or a volunteer of another domestic or foreign nonprofit corporation or business corporation, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if the person had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not create, of itself, a presumption that the person did not act in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, a presumption that the person had reasonable cause to believe that the person’s conduct was unlawful.

(2) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that the person is or was a director, officer, employee, or agent of or a volunteer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, member, manager, or agent of or a volunteer of another domestic or foreign nonprofit corporation or business corporation, a limited liability company, or a partnership, joint venture, trust, or other enterprise against expenses, including attorney’s fees, actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any of the following:

(a) Any claim, issue, or matter as to which the person is adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court considers proper;

(b) Any action or suit in which liability is asserted against a director and that liability is asserted only pursuant to section 1702.55 of the Revised Code.

(3) To the extent that a director, officer, employee, member, manager, agent, or volunteer has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in division (E)(1) or (2) of this section, or in defense of any claim, issue, or matter in such an action, suit, or proceeding, the person shall be indemnified against expenses, including attorney’s fees, actually and reasonably incurred by the person in connection with that action, suit, or proceeding.

(4) Unless ordered by a court and subject to division (E)(3) of this section, any indemnification under division (E)(1) or (2) of this section shall be made by the corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee, member, manager, agent, or volunteer is proper in the circumstances because the person has met the applicable standard of conduct set forth in division (E)(1) or (2) of this section. Such determination shall be made in any of the following manners:

(a) By a majority vote of a quorum consisting of directors of the indemnifying corporation who were not and are not parties to or threatened with the action, suit, or proceeding referred to in division (E)(1) or (2) of this section;

(b) Whether or not a quorum as described in division (E)(4)(a) of this section is obtainable, and if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the corporation or any person to be indemnified within the past five years;

(c) By the members;

(d) By the court of common pleas or the court in which the action, suit, or proceeding referred to in division (E)(1) or (2) of this section was brought.

If an action or suit by or in the right of the corporation is involved, any determination made by the disinterested directors under division (E)(4)(a) of this section or by independent legal counsel under division (E)(4)(b) of this section shall be communicated promptly to the person who threatened or brought the action or suit under division (E)(2) of this section, and, within ten days after receipt of such notification, such person shall have the right to petition the court of common pleas or the court in which such action or suit was brought to review the reasonableness of such determination.

(5)(a)(i) Unless, at the time of a director’s or volunteer’s act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or regulations of the corporation state, by specific reference to this division, that its provisions do not apply to the corporation, or unless the only liability asserted against a director in an action, suit, or proceeding referred to in division (E)(1) or (2) of this section is pursuant to section 1702.55 of the Revised Code, or unless division (E)(5)(a)(ii) of this section applies, the expenses incurred by the director or volunteer in defending the action, suit, or proceeding, including attorney’s fees, shall be paid by the corporation. Upon the request of the director or volunteer and in accordance with division (E)(5)(b) of this section, those expenses shall be paid as they are incurred, in advance of the final disposition of the action, suit, or proceeding.

(ii) Notwithstanding division (E)(5)(a)(i) of this section, the expenses incurred by a director or volunteer in defending an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, including attorney’s fees, shall not be paid by the corporation upon the final disposition of the action, suit, or proceeding, or, if paid in advance of the final disposition of the action, suit, or proceeding, shall be repaid to the corporation by the director or volunteer, if it is proved, by clear and convincing evidence, in a court with jurisdiction that the act or omission of the director or volunteer was one undertaken with a deliberate intent to cause injury to the corporation or was one undertaken with a reckless disregard for the best interests of the corporation.

(b) Expenses, including attorney’s fees, incurred by a director, officer, employee, member, manager, agent, or volunteer in defending any action, suit, or proceeding referred to in division (E)(1) or (2) of this section may be paid by the corporation as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee, member, manager, agent, or volunteer to repay the amount if it ultimately is determined that the person is not entitled to be indemnified by the corporation.

(6) The indemnification authorized by this section is not exclusive of, and shall be in addition to, any other rights granted to those seeking indemnification, pursuant to the articles, the regulations, any agreement, a vote of members or disinterested directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a director, officer, employee, member, manager, agent, or volunteer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

(7) A corporation may purchase and maintain insurance, or furnish similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was a director, officer, employee, agent, or volunteer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, member, manager, agent, or volunteer of another domestic or foreign nonprofit corporation or business corporation, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against any liability asserted against the person and incurred by the person in any such capacity, or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify the person against that liability under this section. Insurance may be so purchased from or so maintained with a person in which the corporation has a financial interest.

(8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or (2) of this section does not limit the payment of expenses as they are incurred, in advance of the final disposition of an action, suit, or proceeding, pursuant to division (E)(5) of this section or the payment of indemnification, insurance, or other protection that may be provided pursuant to division (E)(6) or (7) of this section. Divisions (E)(1) and (2) of this section do not create any obligation to repay or return payments made by a corporation pursuant to division (E)(5), (6), or (7) of this section.

(9) As used in division (E) of this section, “corporation” includes all constituent corporations in a consolidation or merger, and the new or surviving corporation, so that any person who is or was a director, officer, employee, agent, or volunteer of a constituent corporation or is or was serving at the request of a constituent corporation as a director, officer, employee, member, manager, agent, or volunteer of another domestic or foreign nonprofit corporation or business corporation, a limited liability company, or a partnership, joint venture, trust, or other enterprise, shall stand in the same position under this section with respect to the new or surviving corporation as the person would if the person had served the new or surviving corporation in the same capacity.

(F) In carrying out the purposes stated in its articles and subject to limitations prescribed by law or in its articles, a corporation may do the following:

(1) Purchase or otherwise acquire, lease as lessee, invest in, hold, use, lease as lessor, encumber, sell, exchange, transfer, and dispose of property of any description or any interest in property of any description;

(2) Make contracts;

(3) Form or acquire the control of other domestic or foreign nonprofit corporations or business corporations;

(4) Be a partner, member, associate, or participant in other enterprises or ventures, whether profit or nonprofit;

(5) Borrow money, and issue, sell, and pledge its notes, bonds, and other evidences of indebtedness, and secure any of its obligations by mortgage, pledge, or deed of trust, of all or any of its property, and guarantee or secure obligations of any person;

(6) Become a member of another corporation;

(7) Conduct its affairs in this state and elsewhere;

(8) Resist a change or potential change in control of the corporation, if the directors, by a majority vote of a quorum, determine that the change or potential change is opposed to or not in the best interests of the corporation, upon consideration of any of the matters set forth in division (E) of section 1702.30 of the Revised Code;

(9) Do all things permitted by law and exercise all authority within the purposes stated in its articles or incidental to those purposes.

(G) Irrespective of the purposes stated in its articles, but subject to limitations or prohibitions stated in its articles, a corporation, in addition to the authority conferred by division (F) of this section, may invest its funds not currently needed in carrying out its purposes in any shares or other securities of another nonprofit corporation or business corporation, or another business or undertaking.

(H)(1) Notwithstanding any other provision of this section to the contrary, no corporation that is a “private foundation,” as defined in section 509 of the Internal Revenue Code, shall do the following:

(a) Engage in any act of “self-dealing,” as defined in section 4941(d) of the Internal Revenue Code, that would give rise to any liability for any tax imposed by section 4941 of the Internal Revenue Code;

(b) Retain any “excess business holdings,” as defined in section 4943(c) of the Internal Revenue Code, that would give rise to any liability for any tax imposed by section 4943 of the Internal Revenue Code;

(c) Make any investment that would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the Internal Revenue Code, so as to give rise to any liability for any tax imposed by that section;

(d) Make any “taxable expenditures,” as defined in section 4945(d) of the Internal Revenue Code, that would give rise to any liability for any tax imposed by section 4945 of the Internal Revenue Code.

(2) Each corporation that is a “private foundation,” as defined in section 509 of the Internal Revenue Code, shall, for the purposes specified in its articles, distribute at such time and in such manner, for each taxable year, amounts at least sufficient to avoid liability for any tax imposed by section 4942 of the Internal Revenue Code.

(3) Divisions (H)(1) and (2) of this section apply to all corporations described in them, whether or not contrary to the provisions of the articles or regulations of such a corporation, except that divisions (H)(1) and (2) of this section do not apply to a corporation in existence on September 17, 1971, to the extent that such corporation provides to the contrary by amendment to its articles adopted after that date.

(4) Violation of a provision of division (H)(1) or (2) of this section by a corporation to which the provisions of those divisions are applicable is not cause for cancellation of its articles. No director or officer of a corporation to which the provisions of division (H)(1) or (2) of this section are applicable is personally liable for a violation of a prohibition or requirement of those provisions, unless the director or officer participated in such violation knowing that it was a violation, and no director or officer is personally liable if such violation was not willful and was due to reasonable cause, except that this division does not exonerate a director or officer from any responsibility or liability to which the director or officer is subject under any other rule of law, whether or not duplicated in division (H)(1) or (2) of this section.

(5) Except as provided in division (H)(4) of this section, nothing in division (H) of this section impairs the rights and powers of the courts or the attorney general of this state with respect to any corporation.

(6) As used in division (H) of this section, “Internal Revenue Code” means the “Internal Revenue Code of 1986,” 100 Stat. 2085, 26 U.S.C. 1, as amended.

(I)(1) No lack of, or limitation upon, the authority of a corporation shall be asserted in any action except as follows:

(a) By the state in an action by it against the corporation;

(b) By or on behalf of the corporation against a director, an officer, or a member as such;

(c) By a member as such or by or on behalf of the members against the corporation, a director, an officer, or a member as such.

(2) Division (I)(1) of this section shall apply to any action brought in this state upon any contract made in this state by a foreign corporation.

Effective Date: 04-10-2001

(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.

Effective Date: 04-10-2001

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.

Effective Date: 04-10-2001

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.

Effective Date: 04-10-2001

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.

Effective Date: 04-10-2001

(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.

Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007

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.

Effective Date: 04-10-2001; 08-19-2005

(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.

Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007

(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.

Effective Date: 10-11-1955; 08-19-2005; 2006 HB699 03-29-2007

(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.

Effective Date: 04-10-2001

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.

Effective Date: 04-10-2001; 2006 HB699 03-29-2007

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.

Effective Date: 04-10-2001

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.

Effective Date: 10-11-1955

(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.

Effective Date: 04-10-2001; 08-19-2005

(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.

Effective Date: 04-10-2001

(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.

Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007

(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.

Effective Date: 04-10-2001

(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.

Effective Date: 04-10-2001

(A) Except where the law, the articles, or the regulations require that action be otherwise authorized or taken, all of the authority of a corporation shall be exercised by or under the direction of its directors. For their own government, the directors may adopt bylaws that are not inconsistent with the articles or the regulations.

(B) A director shall perform the duties of a director, including the duties as a member of any committee of the directors upon which the director may serve, in good faith, in a manner the director reasonably believes to be in or not opposed to the best interests of the corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing the duties of a director, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by the following:

(1) One or more directors, officers, or employees of the corporation who the director reasonably believes are reliable and competent in the matters prepared or presented;

(2) Counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person’s professional or expert competence;

(3) A committee of the directors upon which the director does not serve, duly established in accordance with a provision of the articles or the regulations, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

(C) For purposes of division (B) of this section:

(1) A director shall not be found to have failed to perform the director’s duties in accordance with that division, unless it is proved, by clear and convincing evidence, in an action brought against the director that the director has not acted in good faith, in a manner the director reasonably believes to be in or not opposed to the best interests of the corporation, or with the care that an ordinarily prudent person in a like position would use under similar circumstances. Such an action includes, but is not limited to, an action that involves or affects any of the following:

(a) A change or potential change in control of the corporation;

(b) A termination or potential termination of the director’s service to the corporation as a director;

(c) The director’s service in any other position or relationship with the corporation.

(2) A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause reliance on information, opinions, reports, or statements that are prepared or presented by the persons described in divisions (B)(1) to (3) of this section, to be unwarranted.

(3) The provisions of this division do not limit relief available under section 1702.301 of the Revised Code.

(D)(1) Subject to divisions (D)(2) and (3) of this section, a director is liable in damages for any act that the director takes or fails to take as director only if it is proved, by clear and convincing evidence, in a court with jurisdiction that the act or omission of the director was one undertaken with a deliberate intent to cause injury to the corporation or was one undertaken with a reckless disregard for the best interests of the corporation.

(2) Division (D)(1) of this section does not affect the liability of a director under section 1702.55 of the Revised Code.

(3) Subject to division (D)(2) of this section, division (D)(1) of this section does not apply if, and only to the extent that, at the time of an act or omission of a director that is the subject of complaint, the articles or the regulations of the corporation state, by specific reference to that division, that its provisions do not apply to the corporation.

(E) For purposes of this section, in determining what a director reasonably believes to be in or not opposed to the best interests of the corporation, a director shall consider the purposes of the corporation and may consider any of the following:

(1) The interests of the employees, suppliers, creditors, and customers of the corporation;

(2) The economy of this state and of the nation;

(3) Community and societal considerations;

(4) The long-term and short-term best interests of the corporation, including, but not limited to, the possibility that those interests may be best served by the continued independence of the corporation.

(F) Divisions (C) and (D) of this section do not affect the duties of a director who acts in any capacity other than in the capacity as a director.

Effective Date: 04-10-2001

(A) Unless otherwise provided in the articles or the regulations:

(1) No contract, action, or transaction is void or voidable with respect to a corporation because the contract, action, or transaction is between or affects the corporation and one or more of its directors or officers, or is between or affects the corporation and any other person in which one or more of the corporation’s directors or officers are directors or officers, or in which one or more of the corporation’s directors or officers have a financial or personal interest, or because one or more interested directors or officers participate in or vote at the meeting of the directors or a committee of the directors that authorizes the contract, action, or transaction, if any of the following applies:

(a) The material facts as to the director’s relationship or interest and as to the contract, action, or transaction are disclosed or are known to the directors or the committee, and the directors or committee, in good faith reasonably justified by the material facts, authorizes the contract, action, or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum of the directors or the committee;

(b) The material facts as to the director’s relationship or interest and as to the contract, action, or transaction are disclosed or are known to the members entitled to vote on the contract, action, or transaction, and the contract, action, or transaction is specifically approved at a meeting of the members held for the purpose of voting on the contract, action, or transaction, by the affirmative vote of a majority of the voting members of the corporation who are not interested in the contract, action, or transaction;

(c) The contract, action, or transaction is fair as to the corporation as of the time it is authorized or approved by the directors, a committee of the directors, or the members.

(2) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the directors, or of a committee of the directors, that authorizes such a contract, action, or transaction.

(3) The directors, by the affirmative vote of a majority of those in office, and irrespective of any financial or personal interest of any of the directors, shall have authority to establish reasonable compensation, which may include pension, disability, and death benefits, for services to the corporation by directors and officers, or to delegate that authority to establish reasonable compensation to one or more officers or directors.

(B) Divisions (A)(1) and (2) of this section do not limit or otherwise affect the liability of directors under section 1702.55 of the Revised Code.

(C) For purposes of division (A) of this section, a director is not an interested director solely because the subject of a contract, action, or transaction may involve or effect a change in control of the corporation or the director’s continuation in office as a director of the corporation.

(D) For purposes of this section, “action” means a resolution that is adopted by the directors or a committee of the directors.

Effective Date: 04-10-2001

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.

Effective Date: 04-10-2001; 08-19-2005

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.

Effective Date: 04-10-2001

(A) The regulations may provide for the creation by the directors of an executive committee or any other committee of the directors, to consist of one or more directors, and may authorize the delegation to any such committee of any of the authority of the directors, however conferred.

(B) The directors may appoint one or more directors as alternate members of any committee described in division (A) of this section, who may take the place of any absent member or members at any meeting of the particular committee.

(C) Each committee described in division (A) of this section shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors.

(D) Unless otherwise provided in the regulations or ordered by the directors, any committee described in division (A) of this section may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.

(E) Meetings of committees described in division (A) of this section may be held by any means of authorized communications equipment, unless participation by members of the committee at a meeting by means of authorized communications equipment is prohibited by the articles, the regulations, or an order of the directors. Participation in a meeting pursuant to this division constitutes presence at the meeting.

(F) An act or authorization of an act by any committee described in division (A) of this section within the authority delegated to it shall be as effective for all purposes as the act or authorization of the directors.

Effective Date: 04-10-2001; 08-19-2005

(A) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairperson of the board, one or more vice-presidents, and such other officers and assistant officers as may be deemed necessary, each of whom may be designated by such other titles as may be provided in the articles, the regulations, the bylaws, or resolutions of the directors. Unless the articles or the regulations otherwise provide, none of the officers need be a director. Any two or more offices may be held by the same person. The officers shall be elected or appointed at such time, in such manner, and for such terms as may be prescribed in the articles or the regulations. In the absence of any such provision, all officers shall be elected annually by the directors.

(B) 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:

(1) All officers, as between themselves and the corporation, shall respectively have such authority and perform such duties as are determined by the persons authorized to elect or appoint them;

(2) Any officer may be removed, with or without cause, by the persons authorized to elect or appoint the officer without prejudice to the contract rights of such officer. The election or appointment of an officer for a given term, or a general provision in the articles, the regulations, or the bylaws with respect to term of office, shall not be deemed to create contract rights;

(3) The persons authorized to elect or appoint officers may fill any vacancy in any office occurring from whatever reason.

Effective Date: 04-10-2001

All property acquired by a corporation by purchase, gift, devise, bequest, or otherwise shall be the absolute property of the corporation, unless at the time of acquiring such property it is otherwise in writing specified.

Effective Date: 10-11-1955

The directors may authorize any mortgage, pledge, or deed of trust of all or any of the property of the corporation of any description, or any interest therein, for the purpose of securing the payment or performance of any obligation or contract. Unless the articles or the regulations, or the terms of any trust on which the corporation holds any particular property, otherwise provide, no vote or consent of members or authorization from the court under section 1715.39 of the Revised Code is necessary for such action.

Effective Date: 04-10-2001

No domestic or foreign corporation, or any one on its behalf, shall interpose the defense or make the claim of usury in any proceeding upon or with reference to any obligation of such corporation; nor shall any corporate note, bond, or other evidence of indebtedness, mortgage, pledge, or deed of trust, be set aside, impaired, or adjudged invalid by reason of anything contained in laws prohibiting usury or regulating interest rates.

Effective Date: 10-11-1955

(A) The articles may be amended from time to time in any respect if the articles as amended set forth all the provisions that are required in, and only those provisions that may properly be in, original articles filed at the time of adopting the amendment, other than with respect to the initial directors, except that a public benefit corporation shall not amend its articles in such manner that it will cease to be a public benefit corporation.

(B) Without limiting the generality of the authority described in division (A) of this section, the articles may be amended to:

(1) Change the name of the corporation;

(2) Change the place in this state where its principal office is to be located;

(3) Change, enlarge, or diminish its purpose or purposes;

(4) Change any provision of the articles or add any provision that may properly be included in the articles.

(C)(1) The voting members present in person , by use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, may adopt an amendment by the affirmative vote of a majority of the voting members present if a quorum is present or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members of any particular class that is required by the articles or the regulations.

(2) For purposes of division (C)(1) of this section, participation by a voting member at 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.

(D) In addition to or in lieu of adopting an amendment to the articles, the voting members may adopt amended articles by the same action or vote as that required to adopt the amendment.

(E) The directors may adopt amended articles to consolidate the original articles and all previously adopted amendments to the articles that are in force at the time, or the voting members at a meeting held for that purpose may adopt the amended articles by the same vote as that required to adopt an amendment.

(F) Amended articles shall set forth all the provisions that are required in, and only the provisions that may properly be in, original articles filed at the time of adopting the amended articles, other than with respect to the initial directors, and shall contain a statement that they supersede the existing articles.

(G) Upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting the amendment or amended articles, a statement of the manner of its adoption, and, in the case of adoption of the resolution by the directors, a statement of the basis for such adoption, shall be filed with the secretary of state, and upon that filing the articles shall be amended accordingly, and the amended articles shall supersede the existing articles. The certificate shall be signed by any authorized officer of the corporation.

(H) A copy of an amendment or amended articles changing the name of a corporation or its principal office in this state, certified by the secretary of state, may be filed for record in the office of the county recorder of any county in this state, and for that recording the county recorder shall charge and collect the same fee as provided for in division (A) of section 317.32 of the Revised Code. That copy shall be recorded in the records of deeds.

Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007

(A)(1) Unless the articles or the regulations, or the terms of any trust on which the corporation holds any particular property, otherwise provide, a lease, sale, exchange, transfer, or other disposition of any assets of a mutual benefit corporation may be made without the necessity of procuring authorization from the court under section 1715.39 of the Revised Code, upon the terms and for the consideration, which may consist, in whole or in part, of money or other property, including shares or other securities or promissory obligations of any business corporation, domestic or foreign, that may be authorized by the directors, except that a lease, sale, exchange, transfer, or other disposition of all, or substantially all, the assets may be made only when that transaction is also authorized (either before or after authorization by the directors) by the voting members present in person , by the use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, by the affirmative vote of a majority of the voting members present as described in this division, if a quorum is present, or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members of any particular class that is required by the articles or the regulations. Notice of the meeting of the members shall be given to all members entitled to vote at the meeting. Such notice shall be accompanied by a copy or summary of the terms of that transaction.

(2) For purposes of division (A)(1) of this section, participation by a voting member at 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.

(B)(1) A public benefit corporation may not dispose of its assets with value equal to more than fifty per cent of the fair market value of the net tangible and intangible assets, including goodwill, of the corporation over a period of thirty-six consecutive months in a transaction or series of transactions, including the lease, sale, exchange, transfer, or other disposition of those assets, that are outside the ordinary course of its business or that are not in accordance with the purpose or purposes for which the corporation was organized, as set forth in its articles or the terms of any trust on which the corporation holds such assets, unless one or more of the following apply:

(a) The transaction has received the prior approval of the court of common pleas of the county in this state in which the principal office of the corporation is located, in a proceeding of which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right.

(b)(i) The corporation has provided written notice of the proposed transaction, including a copy or summary of the terms of such transaction, at least twenty days before consummation of the lease, sale, exchange, transfer, or other disposition of the assets, to the attorney general’s charitable law section and to the members of the corporation, and the proposed transaction has been approved by the voting members present in person , by the use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, by the affirmative vote of a majority of the voting members present as described in this division, if a quorum is present, or, if the articles or regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and if the articles or regulations require, by the affirmative vote of the voting members of any particular class.

(ii) For purposes of division (B)(1)(b)(i) of this section, participation by a voting member at 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) The transaction is in accordance with the purpose or purposes for which the corporation was organized, as set forth in its articles or the terms of any trust on which the corporation holds the assets, and the lessee, purchaser, or transferee of the assets is also a public benefit corporation or a foreign corporation that would qualify under the Revised Code as a public benefit corporation.

(2) The attorney general may require, pursuant to section 109.24 of the Revised Code, the production of the documents necessary for review of a proposed transaction under division (B)(1) of this section. The attorney general may retain, at the expense of the public benefit corporation, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed transaction under division (B)(1) of this section.

(C) The attorney general may institute a civil action to enforce the requirements of division (B)(1) of this section in the court of common pleas of the county in this state in which the principal office of the corporation is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies.

(D) The corporation by its directors may abandon the proposed lease, sale, exchange, transfer, or other disposition of the assets of the corporation pursuant to division (A) or (B) of this section, subject to the contract rights of other persons, if that power of abandonment is conferred upon the directors either by the terms of the transaction or by the same vote of voting members and at the same meeting of members as that referred to in division (A) or (B) of this section, as applicable, or at any subsequent meeting.

(E) An action to set aside a conveyance by a corporation, on the ground that any section of the Revised Code applicable to the lease, sale, exchange, transfer, or other disposition of the assets of such corporation has not been complied with, shall be brought within one year after that transaction, or the action shall be forever barred.

Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007

Property of any description, and any interest therein, of a corporation, domestic or foreign, may be sold under the judgment or decree of a court, as provided in the Revised Code with respect to similar property of natural persons, at public or private sale, in such manner, at such time and place, on such notice by publication or otherwise, and on such terms, as the court adjudging or decreeing such sale deems equitable and proper, but it shall not be necessary to appraise such property or to advertise the sale thereof otherwise than as the court adjudges or decrees.

Effective Date: 10-11-1955

(A)(1) Any two or more corporations may merge into a single corporation which shall be one of the constituent corporations, or may consolidate into a single corporation which shall be a new corporation to be formed by the consolidation.

(2) To effect such merger or consolidation, the directors of each constituent corporation shall approve an agreement of merger or consolidation to be signed by the chairperson of the board, the president, or a vice-president and by the secretary or an assistant secretary, which agreement shall set forth:

(a) That the named constituent corporations have agreed to merge into a specified constituent corporation, herein designated the surviving corporation, or that the named constituent corporations have agreed to consolidate into a new corporation to be formed by the consolidation, herein designated the new corporation;

(b) The name of the surviving or new corporation, which may be the same as or similar to that of any constituent corporation;

(c) The place in this state where the principal office of the surviving or new corporation is to be located;

(d) The names and addresses of the first directors and officers of the surviving or new corporation, and, if desired, their term or terms of office;

(e) The name and address of the statutory agent upon whom any process, notice, or demand against any constituent corporation or the surviving or new corporation may be served;

(f) The terms of the merger or consolidation and the mode of carrying the same into effect;

(g) The regulations of the surviving or new corporation or a provision to the effect that the regulations of one of the constituent corporations shall be the regulations of the surviving or new corporation or to the effect that the voting members or the directors of the surviving or new corporation may adopt regulations, or any combination thereof.

(3) The agreement may also set forth:

(a) The specification of a date, which may be the date of the filing of the agreement or a date subsequent thereto, upon which the merger or consolidation shall become effective;

(b) A provision conferring upon the directors of one or more of the constituent corporations the power to abandon the merger or consolidation prior to the filing of the agreement;

(c) Any additional provision permitted to be included in the articles of a newly formed corporation;

(d) Any additional provision deemed necessary or desirable with respect to the proposed merger or consolidation.

(B)(1) Without the prior approval of the court of common pleas of the county in this state in which the principal office of the corporation is located, in a proceeding of which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right, a public benefit corporation may merge or consolidate only with any of the following:

(a) A public benefit corporation;

(b) A foreign corporation that would qualify under the Revised Code as a public benefit corporation;

(c) A mutual benefit corporation or a business corporation, provided that the public benefit corporation is the surviving corporation in the case of a merger and continues to be a public benefit corporation or that a public benefit corporation is the new corporation in the case of a consolidation;

(d) A business corporation or mutual benefit corporation, provided that all of the following apply:

(i) On or prior to the effective date of the merger or consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it is to be operated as a business concern, are transferred or conveyed to one or more persons that would have received its assets under section 1702.49 of the Revised Code had it voluntarily dissolved.

(ii) It returns, transfers, or conveys any assets held by it upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger or consolidation, in accordance with that condition.

(iii) The merger or consolidation is approved by a majority of directors of the public benefit corporation who will not receive any financial or other benefit, directly or indirectly, as a result of the merger or consolidation or by agreement, and who are not and will not as a result of the merger or consolidation become members of, shareholders in, or officers, employees, agents, or consultants of the surviving or new business corporation or mutual benefit corporation.

(2) At least twenty days before consummation of any merger or consolidation of a public benefit corporation pursuant to division (B)(1)(d) of this section, written notice, including a copy of the proposed plan of merger or consolidation, shall be delivered to the attorney general’s charitable law section. The attorney general’s charitable law section may review a proposed merger or consolidation of a public benefit corporation under division (B)(1)(d) of this section. The attorney general may require, pursuant to section 109.24 of the Revised Code, the production of the documents necessary for review of a proposed merger or consolidation under division (B)(1)(d) of this section. The attorney general may retain, at the expense of the public benefit corporation, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed merger or consolidation under division (B)(1)(d) of this section. The attorney general may extend the date of any merger or consolidation of a public benefit corporation under division (B)(1)(d) of this section for a period not to exceed sixty days and shall provide notice of that extension to the public benefit corporation. The notice shall set forth the reasons necessitating the extension.

(3) Without the prior written consent of the attorney general or of the court of common pleas of the county in this state in which the principal office of the corporation is located, in a proceeding in which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right, no member or director of a public benefit corporation in that person’s capacity as a member or director may receive or keep anything as a result of a merger of consolidation other than membership or directorship in the surviving or new public benefit corporation. The court shall approve the transaction if it is in the public interest.

(4) The attorney general may institute a civil action to enforce the requirements of divisions (B)(1), (2), and (3) of this section in the court of common pleas of the county in this state in which the principal office of the corporation is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies.

(C) A corporation may be the surviving or new entity in a merger or consolidation with one or more business corporations, or a corporation may merge or consolidate into one or more business corporations with a business corporation, a mutual benefit corporation, or a foreign corporation as the surviving or new entity, provided that the corporation complies with the provisions of this section and sections 1702.42 and 1702.43 of the Revised Code, as applicable to the corporation, and that the business corporation complies with the provisions of section 1701.781 or 1701.791 of the Revised Code, as applicable to the business corporation.

Effective Date: 04-10-2001

(A) The directors of each constituent corporation, upon approving an agreement of merger or consolidation, shall direct that the agreement be submitted to the voting members entitled to vote on it at a meeting of voting members of such corporation held for that purpose, and notice of the meeting shall be given to all members of the constituent corporation entitled to vote at the meeting. The notice shall be accompanied by a copy or summary of the agreement.

(B)(1) At each meeting described in division (A) of this section, a vote of the members shall be taken on the proposed agreement. In order to be adopted, the agreement (including any amendments or additions to the agreement proposed at each such meeting) must receive the affirmative vote of a majority of the voting members of each constituent corporation present at that meeting in person , by the use of authorized communications equipment, by mail, or, if permitted, by proxy if a quorum is present, or, if the articles or the regulations of that corporation provide or permit, the affirmative vote of a greater or lesser proportion or number of the voting members, and the affirmative vote of the voting members of any particular class that is required by the articles or the regulations of such corporation. If the agreement would authorize any particular corporate action that, under any applicable provision of law or under the existing articles of one or more of the constituent corporations, could be authorized only by or pursuant to a specified vote of voting members, the agreement (including any amendments or additions to the agreement proposed at each such meeting) in order to be adopted must receive the affirmative vote so specified.

(2) For purposes of division (B)(1) of this section, participation by a voting member at 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) At any time prior to the filing of the agreement, the merger or consolidation may be abandoned by the directors of one or more of the constituent corporations, if the power of abandonment is conferred upon those directors either by the agreement or by the same vote of voting members of each of the constituent corporations and at the same meetings as those referred to in division (B) of this section or at subsequent meetings.

Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007

(A) Upon adoption by each constituent corporation of an agreement of merger or consolidation pursuant to section 1702.42 or 1702.45 of the Revised Code, a certificate of merger or consolidation, signed by any authorized representative of each constituent corporation, shall be filed with the secretary of state. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the information required by this section.

(1) The certificate of merger or consolidation shall set forth all of the following:

(a) The name of each constituent entity and the state under whose laws each constituent entity exists;

(b) A statement that each constituent entity has complied with all of the laws under which it exists and that the laws permit the merger or consolidation;

(c) The name and mailing address of the person or entity that is to provide, in response to any written request made by a member or other person, a copy of the agreement of merger or consolidation;

(d) The effective date of the merger or consolidation, which date may be on or after the date of the filing of the certificate;

(e) The signature of each representative authorized to sign the certificate on behalf of each constituent entity and the office each representative authorized to sign holds or the capacity in which the representative is acting;

(f) A statement that the agreement of merger or consolidation is authorized on behalf of each constituent entity and that each person who signed the certificate on behalf of each entity is authorized to do so;

(g) In the case of a merger, a statement that one or more specified constituent entities will be merged into a specified surviving entity or, in the case of a consolidation, a statement that the constituent entities will be consolidated into a new entity;

(h) In the case of a merger, if the surviving entity is a foreign entity not licensed to transact business in this state, the name and address of the statutory agent upon whom any process, notice, or demand may be served;

(i) In the case of a consolidation, the name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the new entity may be served.

(2) In the case of a consolidation into a new domestic corporation, the certificate of consolidation shall be accompanied by a copy of the articles of incorporation of the new domestic corporation.

(3) In the case of a merger into a domestic corporation, the certificate of merger shall be accompanied by a copy of any amendments to the articles of incorporation of the surviving domestic corporation.

(4) If the surviving or new entity is a foreign entity that desires to transact business in this state as a foreign corporation, the certificate of merger or consolidation shall contain a statement to that effect and a statement with respect to the appointment of the statutory agent and with respect to the consent to service of any process, notice, or demand upon that statutory agent or the secretary of state, as required when a foreign corporation applies for a certificate authorizing it to transact business in this state.

(5) If a domestic or foreign corporation licensed to transact business in this state is a constituent entity and the surviving or new entity resulting from the merger or consolidation is not a domestic or foreign corporation that is to be licensed to transact business in this state, the certificate of merger or consolidation shall be accompanied by the affidavits, receipts, certificates, or other evidence required by division (G) of section 1702.47 of the Revised Code, with respect to each domestic corporation, and by the affidavits, receipts, certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code, with respect to each foreign constituent corporation licensed to transact business in this state.

(B) If any constituent entity in a merger or consolidation is organized or formed under the laws of a state other than this state or under any chapter of the Revised Code other than this chapter, there also shall be filed in the proper office all documents that are required to be filed in connection with the merger or consolidation by the laws of that state or by that chapter.

(C) Upon the filing of a certificate of merger or consolidation and other filings as described in division (B) of this section, or at such later date as the certificate of merger or consolidation specifies, the merger or consolidation shall become effective.

(D) The secretary of state shall furnish, upon request and payment of the fee specified in division (D) of section 111.16 of the Revised Code, a certificate setting forth the name of each constituent entity and the state under whose laws each constituent entity existed prior to the merger or consolidation, the name of the surviving or new entity and the state under whose laws the surviving entity exists or the new entity is to exist, the date of filing of the certificate of merger or consolidation with the secretary of state, and the effective date of the merger or consolidation. The certificate of the secretary of state or a copy of the merger or consolidation certified by the secretary of state may be filed for record in the office of the recorder of any county in this state and, if filed, shall be recorded in the records of deeds for that county. For that recording, the county recorder shall charge and collect the same fee as in the case of deeds.

Effective Date: 06-06-2001

When such merger or consolidation becomes effective:

(A) The separate existence of all the constituent corporations, except the surviving or new corporation, shall cease, except that, whenever a conveyance, assignment, transfer, deed, or other instrument, or act, is necessary to vest property or rights in the surviving or new corporation, the officers of the respective constituent corporation shall execute, acknowledge, and deliver such instruments, and do such acts, and for such purposes the existence of the constituent corporations and the authority of their respective officers and directors shall be deemed continued notwithstanding the merger or consolidation;

(B) The constituent corporations shall become a single corporation which, in the case of a merger, shall be that one of the constituent corporations designated in the agreement of merger as the surviving corporation and, in the case of a consolidation, shall be the new corporation provided for in the agreement of consolidation;

(C) The surviving or new corporation shall have all the rights, privileges, immunities, powers, franchises, and authority and shall be subject to all the obligations of a corporation formed under this chapter;

(D) The surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, powers, franchises, and authority, as well of a public as of a private nature, of each of the constituent corporations; and all property of every description, and every interest therein, and all obligations, of or belonging to or due to each of the constituent corporations, shall thereafter be taken and deemed to be transferred to and vested in the surviving or new corporation without further act or deed; and any right or interest in respect to any past or future devise, bequest, conditional gift, or trust, property, or fund restricted to particular uses, when vested in or claimed by such surviving or new corporation as a result of such merger or consolidation, shall belong to it as a continuation without interruption of the existence and identity of the constituent organization originally named as taker or beneficiary; and title to any real estate, or any interest therein, vested in any of the constituent corporations shall not revert or in any way be impaired by reason of such merger or consolidation;

(E) To the extent permitted by the laws of any other state in which any constituent corporation has property, the provisions of division (D) of this section apply in such state;

(F) The surviving or new corporation shall thenceforth be liable for all the obligations of each of the constituent corporations; and any claim existing or action or proceeding pending by or against any of the constituent corporations may be prosecuted to judgment, with right of appeal as in other cases, as if such merger or consolidation had not taken place, or the surviving or new corporation may be substituted in its place;

(G) All the rights of creditors of each constituent corporation shall be preserved unimpaired, and all liens upon the property of any of the constituent corporations shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the effective date of the merger or consolidation;

(H) The agreement shall operate as amended articles in the case of a merger and as original articles in the case of consolidation.

Effective Date: 04-10-2001

One or more domestic corporations may merge or consolidate with one or more foreign corporations in the following manner, if such merger or consolidation is permitted by the laws of each state under the laws of which any constituent foreign corporation exists:

(A) Each domestic corporation shall comply with the provisions of sections 1702.41, 1702.42, and 1702.43 of the Revised Code, and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it exists, except that the agreement of merger or consolidation, by whatever name designated, shall comply with divisions (B) and (C) of this section, and any merger or consolidation of a public benefit corporation, whether domestic or foreign, shall comply with division (B) of section 1702.41 of the Revised Code;

(B) The agreement shall set forth all statements and matters required by section 1702.41 of the Revised Code, except that the statement of the place in this state where the principal office of the surviving or new corporation is to be located and the statement with respect to the appointment of the statutory agent shall be set forth only if the surviving or new corporation is to be a domestic corporation. In addition, the agreement shall set forth:

(1) The names of the states under the laws of which each constituent corporation exists;

(2) All statements and matters required to be set forth in agreements of merger or consolidation by the laws of each state under the laws of which any constituent foreign corporation exists;

(3) If the surviving or new corporation is to be a foreign corporation:

(a) the place where the principal office of the surviving or new corporation is to be located in the state under the laws of which the surviving or new corporations is to exist;

(b) the consent by the surviving or new corporation that it may be sued and served with process in this state in any proceeding for the enforcement of any obligation of any constituent domestic corporation;

(c) the irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding;

(d) if it is desired that the surviving or new corporation exercise its corporate privileges in this state as a foreign corporation in a continual course of transactions, a statement to that effect and a statement with respect to the appointment of the statutory agent and with respect to the consent to service of any process, notice, or demand upon such statutory agent or the secretary of state, as required when a foreign corporation applies for a certificate authorizing it to do so;

(C) The agreement may also set forth any additional provision permitted by the laws of any state under the laws of which any constituent corporation exists, to the extent not inconsistent with the laws of the state under the laws of which the surviving or new corporation is to exist.

Effective Date: 04-10-2001

(A) Upon the filing of the certificate of merger or consolidation in compliance with the laws of each state under the laws of which any constituent corporation exists, or at such later date as the certificate specifies, the merger or consolidation shall become effective.

(B) The effect of such merger or consolidation, if the surviving or new corporation is to be a domestic corporation, shall be the same as in the case of the merger or consolidation of domestic corporations. If the surviving or new corporati