Chapter 1719: CHARITABLE TRUSTS

1719.01 Incorporation of charitable trusts.

When any person by deed or will grants or devises property and money, or either, to trustees in perpetuity, in trust, stipulating that the principal and income, or any part of the principal and income thereof, is to be used and applied by said trustees and their successors in office for educational, charitable, or benevolent purposes, to be conducted in this state, and when such deed or will provides that the trustees shall become a body corporate to hold and invest said property and money and to administer said trust, said trustees upon accepting said trust shall file with the secretary of state articles of incorporation as provided by section 1702.04 of the Revised Code, together with a certified copy of such deed or will, and thereupon said trustees and their successors in office shall become a corporation not for profit to administer said trust, and said trustees shall forthwith become the board of trustees of such corporation for such term as is prescribed by such deed or will or by the code of regulations of such corporation. The members of the board of trustees and their successors, during their respective terms of office, shall be the members of the corporation.

Effective Date: 10-11-1955

1719.02 Code of regulations.

A charitable trust incorporated as provided in section 1719.01 of the Revised Code shall adopt and maintain a code of regulations for its government, and for the administration of the trust, in conformity with the deed or will. Such regulations shall provide for the election or appointment of the trustees of said corporation and their successors, and for the terms of office of such trustees and their successors, so as to conform to such deed or will. If such deed or will contains no provision as to the manner of electing or appointing the trustees or as to their terms of office, they shall be elected or appointed in the manner and for the term provided by section 1702.04 and sections 1702.26 to 1702.29 , inclusive, of the Revised Code or by the code of regulations adopted pursuant thereto.

Effective Date: 10-11-1955

1719.03 Officers.

The officers of a charitable trust incorporated as provided in section 1719.01 of the Revised Code, shall be a president, a vice-president, a treasurer and a secretary. The board may create other offices deemed necessary or designated by such deed or will.

Effective Date: 10-31-1967

1719.04 Subsequent grant or devise.

The board of trustees of a charitable trust incorporated as provided in section 1719.01 of the Revised Code, may accept any subsequent grant or devise of money in property made to it or to such corporation in perpetuity, in trust, the principal or income of which, or any part thereof as may be provided by such grant or devise, is to be used and applied for the purposes for which the original trust was established. In such case said money or property shall be invested and administered in accordance with the code of regulations of such corporation. A certified copy of the deed or will making such grant or devise shall be filed with the secretary of state to be placed with the articles of incorporation and other papers relating to such corporation which are on file in his office.

Effective Date: 10-01-1953

1719.05 Prosecuting attorney may enforce administration of trust - annual financial report.

The prosecuting attorney of the county in which a charitable trust incorporated as provided in section 1719.01 of the Revised Code has its general office may examine the accounts and records of such corporation, and may proceed by action in the proper courts to enforce the administration of the trust and the investment and application of its funds and property in accordance with the deed or will creating it.

A copy of the annual financial report of the corporation showing the condition of said trust shall be filed with the probate judge of said county each year.

Effective Date: 10-01-1953

1719.06 Incorporation of charitable trusts in certain special cases.

When, by his will, admitted to probate in this state or elsewhere, a decedent devises or bequeaths his property, or a portion thereof, for charitable uses within this state, or for the establishment and maintenance of an industrial or educational school or institution to be located within this state; when such will provides that the executor shall organize a corporation under the laws of this state to receive such property, to carry out the charitable purposes therein expressed, or to establish and maintain the institution or school therein provided for; and when such will further provides for the management of such corporation by a board of trustees or directors, consisting in part of officials of this state, of the county in which such charities are to be administered or such institution or school is to be located, or of any municipal corporation in such county, and of the member of congress for the district of which it forms a part, or of any of such officials, and names others to be associated with them, and provides for the appointment of successors to such persons named to act with such officials, such executor, or his successor, and the persons named in section 1719.07 of the Revised Code may constitute themselves a body corporate, with the general powers of benevolent corporations.

Effective Date: 10-01-1953

1719.07 Articles of incorporation.

The executor or executors, or his or their successors, of a will providing for a charitable trust as specified in section 1719.06 of the Revised Code shall associate with himself or themselves not more than two citizens and residents, other than the persons named in such will, of the county in which the charities are to be administered, or such institution or school located, and he or they and such associates shall execute, acknowledge, and file with the secretary of state articles of incorporation. After the probate of such a will, and if within six months of such probate he or they do not file such articles, then a minority of the officials for the time being named in such will may execute, acknowledge, and file them, and therein must set forth:

(A) A copy of the will to carry out whose provisions the corporation is organized;

(B) The name of the corporation, including the name of the testator unless the will otherwise provides;

(C) The location of such corporation.

Effective Date: 10-01-1953

1719.08 Members and directors.

The officials named in a will providing for a charitable trust as specified in section 1719.06 of the Revised Code, the other persons therein named, and, in case the articles are filed by the executor, the not more than two citizens and residents of the county in which the charities are to be administered or the institution or school located who execute and acknowledge them with such executor, shall, upon the filing of the articles, become the members and directors of the corporation. As the term of any such official expires, his successor, by virtue of his office, thereupon shall become one of the members and directors of such corporation.

Upon the death or resignation of any person named in such will as a director associated with such officials, his successor shall be appointed in the manner provided in such will if it makes provision therefor, or by the board of directors if it does not, and shall thereupon become a member and director of the corporation. Upon the death or resignation of either of the two citizens of the county, who have become directors by reason of joining in such articles of incorporation, his successor shall be chosen by the board and thereupon shall become a member and director of the corporation.

Effective Date: 10-01-1953

1719.09 Site of directors' meetings.

Until the estate is finally settled, the board of directors of a charitable trust incorporated as provided in sections 1719.06 to 1719.12 , inclusive, of the Revised Code, may meet in the state of the domicile of the testator.

Effective Date: 10-01-1953

1719.10 Officers.

The officers of a charitable trust incorporated under sections 1719.06 to 1719.12 , inclusive, of the Revised Code, shall consist of a president, a secretary, a treasurer, and such others as the board of directors deems necessary. The president shall be a member of such board.

Effective Date: 10-01-1953

1719.11 Constitution and bylaws.

The board of directors of a charitable trust incorporated under sections 1719.06 to 1719.12 , inclusive, of the Revised Code, may adopt and change organic rules, regulations, and bylaws.

Effective Date: 10-01-1953

1719.12 Attorney general may enforce devise or bequest.

The attorney general in his official capacity may bring proceedings in any court of record to enforce a devise or bequest to which section 1719.06 of the Revised Code is applicable, to protect and carry out the purposes named in the will, without waiting for the organization of the corporation.

Effective Date: 10-01-1953

1719.13 Increasing or decreasing number of members, directors, or trustees - filling vacancies.

Any corporation organized under sections 1719.06 to 1719.12 of the Revised Code may increase or decrease the number of its members, directors, or trustees originally provided for, except that the number shall not be less than three. Any increase or decrease so made shall be authorized by a majority vote of the members present at a meeting called according to the regulations and bylaws of the corporation. No decrease shall take effect until the expiration of the term of a member, director, or trustee serving at the time the decrease is authorized.

After an increase has been authorized, the board of directors or trustees of the corporation, by a majority vote of the members present, shall elect the additional members, directors, or trustees so authorized. When additional directors or trustees are so elected, their terms shall be fixed by the board, and at the expiration of each of the terms of such directors or trustees, their respective successors shall be elected for terms fixed by the board or determined in accordance with the regulations and bylaws of the corporation. A director or trustee shall hold office until his successor is duly elected and qualified.

If any director or trustee of such a corporation resigns or dies, the vacancy shall be filled by the board of directors or trustees for the unexpired term. Upon the death or resignation of any director or trustee elected for life or upon the expiration of the term of any of his successors provided in this section, the successor to the office shall be elected by a majority vote of the board of directors or trustees to serve for a term fixed by the board or determined in accordance with the regulations and bylaws of the corporation. If any such successor resigns or dies, the vacancy shall be filled by the board of directors or trustees for the unexpired term.

Effective Date: 04-10-1991

1719.14 Managing board of directors or trustees.

Whenever, by a will under which any corporation is organized under sections 1719.01 to 1719.13 of the Revised Code, it is provided that the corporation shall be managed by a board of directors or trustees consisting in whole or in part of public officials of any kind, including municipal, county, state, or federal officials, judges, representatives, or senators, and when such testamentary provision for management, either expressly or by fair inference from the will, is subject to the condition that it is consistent with law and practicable, then if and when such manner or form of management is found to be inconsistent with law or impracticable, and the board of directors or trustees of such institution determines by resolution that it is impracticable for such public officials to act as directors or trustees of such corporation, the directors or trustees, by amendment to the articles of incorporation, may provide for the election by its director[s] or trustees of suitable persons to succeed such public officials as directors or trustees of such corporation fixed by the board, and the terms of directors or trustees thereafter elected to succeed the directors or trustees first appointed under this section shall be fixed by the board or determined in accordance with the regulations and bylaws of the corporation. The members of the board of directors or trustees shall be the members of the corporation.

Effective Date: 04-10-1991