Ohio Revised Code Search

...(A) Each member entitled to vote shall have one vote, except that the articles or bylaws of the association may permit the following: (1) Voting by members in accordance with the amount of business done with or through the association. (2) Voting by delegates, including a voting system that provides any one or a combination of the following: (a) That a delegate may cast only one vote; (b) That a delegate may cast...

...(A) An association shall have two or more members. However, an association may have one member if that member is a cooperative that has two or more members. (B) Each association shall hold an annual meeting of its members. The board may call a special meeting of the members at any time. Any meeting of the members may be held at one time or in a series of meetings at one or more locations. (C) Twenty per cent of th...

...(A) Unless prohibited in an association's articles of incorporation or bylaws, any action that may be authorized or taken at a meeting of the members, affected stockholders, the board, or any committee of the board, may be authorized or taken without a meeting, with the affirmative vote or approval of the following: (1) In the case of members or affected stockholders, sixty per cent of the votes of the members or af...

...(A) Whenever notice is required by this chapter to be given to any person, the notice may be given personally, by mail, or by electronic or telephonic transmittal. If mailed, the notice is given when it is deposited in the United States mail, with postage prepaid, addressed to the person at the person's address as it appears on the records of the association. If notice is sent by electronic or telephonic transmittal,...

...(A) Except where this chapter or an association's articles of incorporation or bylaws require that action be otherwise authorized or taken, all of the authority of an association shall be exercised by or under the direction of the board. The board shall consist of not less than five directors, elected by and from the members, unless the number of members is less than five, in which case, the number of directors may e...

...(1) of this section does not affect the liability of a director under section 1729.25 of the Revised Code. (3) Subject to division (C)(2) of this section, division (C)(1) of this section does not apply if, and only to the extent that, at the time of an act or omission of the director, the association's articles of incorporation or bylaws state, by specific reference to division (C)(1) of this section, that its provi...

...on do not limit or otherwise affect the liability of directors under section 1729.25 of the Revised Code. (C) For purposes of division (A) of this section, a director is not an interested director solely because the subject of a contract or transaction may involve or effect a change in control of the association or continuation in office as a director of the association.

...(A) The members, the directors, and the officers of an association shall not be personally liable for any obligation of the association. (B)(1) Directors who vote for or assent to any of the following are jointly and severally liable to the association in accordance with division (B)(2) of this section: (a) A distribution of assets to members, stockholders, or patrons contrary to law, the association's articles of ...

...(A) The officers of an association shall consist of a president, a secretary, a treasurer, and, if desired, a chairperson and one or more vice chairpersons of the board, one or more vice-presidents, and other officers and assistant officers as necessary. The officers shall be elected by the board. The chairperson and any vice chairperson of the board shall be a director. Unless the association's articles of incorpor...

...funds, negotiable instruments, or other property of or for an association shall execute and deliver adequate bonds for the faithful performance of the officer's, employee's, or agent's duties and obligations.

...(A) Any member of an association may bring charges against an officer or director of the association by filing them in writing with the secretary of the association, together with a petition, signed by twenty per cent of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the members of the association and, by a vote of ...

...(A) An association shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of meetings of its members, board, and delegates. The association shall keep at its principal office records of the names and addresses of all members and stockholders with the amount of ownership interests and stock held by each. (B) At any reasonable time, any member, upon written notice ...

...unt or kind of stock, securities, cash, property, or other rights to be received, exchanged, or converted in the merger or consolidation; (2) Change the articles of incorporation or bylaws of the surviving or new association as provided for in the agreement; (3) Change any provision of the agreement with respect to the rights of members or the manner of voting in the surviving or new association. (F) After approva...

...n a cooperative, or a limited liability company; (4) If the surviving or new entity is to be a foreign entity: (a) The place where the principal office of the surviving or new entity is to be located in the state in which the surviving or new entity is to exist; (b) The consent by the surviving or new entity that it may be sued and served with process in this state in any proceeding for the enforcement of any o...

...ty possesses all the rights and all the property of each constituent association or entity, and is responsible for all their obligations. Title to any property is vested in the surviving or new association or entity with no reversion or impairment of the property caused by the merger or consolidation. A merger or consolidation shall not be considered an assignment. No right of any creditor shall be impaired by the me...

...the case of a foreign limited liability company. (B) A copy of the certificate of merger or consolidation, certified by the secretary of state, may be filed for record in the office of the county recorder of any county in this state. For such recording, the county recorder shall charge and collect the same fee as in the case of deeds. The certified copy of the certificate of merger or consolidation shall be recorde...

...unt or kind of stock, securities, cash, property, or other rights to be received, exchanged, or converted in the division; (2) Change the articles of incorporation or bylaws of the resulting associations as provided for in the plan; (3) Change any provision of the plan with respect to the rights of members or the manner of voting in the resulting associations. (E)(1) Upon approval of a plan of division, a certi...

...(A) A domestic corporation that is not an association may convert itself into an association by adopting an amendment to its articles of incorporation in which it elects to become subject to this chapter, together with any changes in its articles of incorporation and bylaws required by this chapter, and any other desirable changes permitted by this chapter. The amendment shall be adopted, filed, and recorded in the m...

...An action to set aside a merger, consolidation, division, or conversion of an association, on the ground that any section of the Revised Code has not been complied with, shall be brought within ninety days after the effective date of the merger, consolidation, division, or conversion, or such action shall be forever barred.

...(A) In order to obtain payment of the fair cash value, a stockholder entitled to payment of the fair cash value of stock under section 1729.09, 1729.35, 1729.36, or 1729.40 of the Revised Code shall deliver a written demand for payment of the fair cash value of the stock to the association no later than fifteen days after notice is sent to members and stockholders in accordance with section 1729.09, 1729.35, 1729.36,...

...(A) If the association's articles of incorporation or bylaws do not provide a reasonable basis for determining and paying fair cash value of the stock that is the subject of the demand for payment of fair cash value, and the affected stockholder has not agreed upon a fair cash value of the stock that is the subject of the demand within three months after delivery of the demand for payment of fair cash value, the affe...

... in whole or in part, of money or other property, including shares or other securities or promissory obligations of any association or entity, as may be authorized by the board. If a lease, sale, exchange, transfer, or other disposition, or a series of such transactions, would dispose of all or substantially all of the assets of the association, then the disposition may be made only upon a written plan of disposition...

... a certificate of dissolution and the accompanying documents required by division (H) of this section, the association shall be dissolved.

...Following the filing of the certificate of dissolution, the directors, members, or incorporators who filed the certificate, as the case may be, shall cause a notice of voluntary dissolution to be published once a week on the same day of each week for two successive weeks, in a newspaper published and of general circulation in the county in which the principal place of business of the association was to be or is locat...

...s; borrow money; mortgage or pledge the property of the association as security; sell its assets at public or private sale; make conveyances in the association's name; lease real estate for any term, including ninety-nine years renewable forever; settle or compromise claims in favor of or against the association; appoint or employ one or more persons as liquidators to wind up the affairs of the association with auth...