Section 1702.38 | Amendments to articles.
(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) If initial directors are not named in the articles, at any time prior to a meeting of voting members and before the incorporators have elected directors, the incorporators or a majority of them, at a meeting, may adopt an amendment.
(2) 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.
(3) For purposes of division (C)(1) or (2) 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)(1) of section 317.32 of the Revised Code. That copy shall be recorded in the official records of the county recorder.
Last updated August 28, 2024 at 1:37 PM
Available Versions of this Section
- January 30, 2014 – House Bill 72 - 130th General Assembly [ View January 30, 2014 Version ]
- October 24, 2024 – Amended by House Bill 301 - 135th General Assembly [ View October 24, 2024 Version ]