Ohio Revised Code Search

...(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 c...

...(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, th...

...(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 director's duties as a director, including the du...

...(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 dire...

...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 witho...

...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 i...

...(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,...

...(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 regu...

...(A) Unless the articles, the regulations, or a written agreement with an officer establishes additional fiduciary duties, the only fiduciary duties of an officer are the duties to the corporation set forth in division (B) of this section. (B) An officer shall perform the officer's duties to the corporation in good faith, in a manner the officer reasonably believes to be in or not opposed to the best interests of t...

...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.

...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...

...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 ...

...(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 p...

...(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...

...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 equita...

...(A)(1) Pursuant to an agreement of merger, a domestic corporation and one or more additional domestic or foreign entities may be merged into a surviving domestic corporation. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new domestic corporation. If any constituent entity is formed or organized under the laws of any state other than this state or ...

...(A) The directors of each constituent domestic 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 that corporation held for that purpose. Notice of the meeting shall be given to all members of the constituent domestic corporation entitled to vote at the meeting. The notic...

...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 entity exists, or at any later date that the certificate specifies, the merger or consolidation shall become effective.

...(A) Subject to division (B)(2) of this section and pursuant to a written declaration of conversion as provided in this section, a domestic corporation may be converted into a domestic or foreign entity other than a for profit corporation or a domestic corporation. The conversion also must be permitted by the laws under which the converted entity will exist. (B)(1) The written declaration of conversion shall se...

...(A) A corporation may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for a corporation shall set forth: (1) That the corporation elects to be dissolved; (2) Any additional provision deemed necessary with respect to the proposed dissolution and winding up. (C) The directors may adopt a resolution of dissolution in the following cases: (1) When the corporation...

...Following the filing of the certificate of dissolution, the directors shall forthwith 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 office of the corporation was to be or is located, and shall forthwith cause written notice of dissolution to be given ei...

...(A) When a corporation is dissolved voluntarily or when the articles of a corporation have been canceled or when the period of existence of a corporation specified in its articles has expired, the corporation shall cease to carry on its activities and shall do only such acts as are required to wind up its affairs, or to obtain reinstatement of the articles in accordance with section 1702.06, 1702.59, or 1724.06 of th...

...(A) Without limiting the generality of its authority, the court of common pleas of the county in this state in which is located the principal office of a voluntarily dissolved corporation or of a corporation whose articles have been canceled or whose period of existence has expired, upon the complaint of the corporation, a majority of the directors, or a creditor or member, and upon such notice to all the directors...

...(A) Whenever, after a corporation is dissolved voluntarily or the articles of a corporation have been canceled or the period of existence of a corporation has expired, a receiver is appointed to wind up the affairs of the corporation, all the claims, demands, rights, interests, or liens of creditors, claimants, and members shall be determined as of the day on which the receiver was appointed. Unless it is otherwise o...

...(A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the corporation to be wound up by its directors as in the case of voluntary dissolution, or by proceedings in, and under the order of,...

...a general partner of the debtor; (b) A partnership in which the debtor is a general partner; (c) A general partner in a partnership described in division (G)(1)(b) of this section; (d) A corporation of which the debtor is a director, officer, or person in control. (2) If the debtor is a corporation, any of the following: (a) A director of the debtor; (b) An officer of the debtor; (c) A person in control of the...

...ired by federal law, including, but not limited to, any federal statute, regulation, regulatory guidance, or other regulatory action, to notify its customers of an information security breach with respect to information about those customers and that is subject to examination by its functional government regulatory agency for compliance with the applicable federal law, is exempt from the requirements of this section....

... any partner if the permit holder is a partnership, any officer or director if the permit holder is a corporation, or any other person who has a right to control or in fact controls the management of the permit holder or the selection of officers, directors, or managers of the permit holder has failed substantially or materially to comply or continues to fail to comply with this chapter as provided in section 1...

... director debars a contractor that is a partnership, association, or corporation, the executive director also may debar any partner of the partnership or any officer or director of the association or corporation, as applicable. (C) When the executive director reasonably believes that grounds for debarment exist, the executive director shall send the contractor a notice of proposed debarment indicating the grounds f...

...te or profit or nonprofit person, firm, partnership, company, corporation, joint stock association, joint venture, or voluntary association, wherever organized or incorporated, except for a private septic system in a single- or multi-family dwelling utilized only for that dwelling and not connected to any other system. (4) "Protection service" means a notification center not an owner of an underground utility facil...

...e, trustee in bankruptcy, estate, firm, partnership, association, joint-stock company, joint venture, club, society, corporation, and combination of individuals in any form. (D) "Governmental agency" and "construction" have the same meanings as in section 1551.01 of the Revised Code.

...g a corporation, company, organization, partnership, or trust, and utilize its unencumbered reserve funds in the acquisition, establishment, management, or operation of the business entity to the extent approved by the council's governing board and so long as the council remains sufficiently reserved, in the exercise of sound and prudent actuarial judgment, to cover the potential cost of health care benefits for the ...

...of the shares of a class are increased, limited, or denied by the articles, the regulations, or the close corporation agreement, each outstanding share regardless of class shall entitle its holder to one vote on each matter, including any matter normally voted on by directors, that is properly submitted to the shareholders for their vote, consent, waiver, release, or other action. (H) The existence of a close corpo...

...f the general partners of a constituent partnership, or action of the comparable representatives of any other constituent entity; (3) In the case of a merger, any amendments to the articles of the surviving corporation, or a provision that the articles of a specified domestic constituent corporation other than the surviving corporation, with any amendments that are set forth in the agreement of merger, shall be the ...

...s and loan association, or corporation, partnership, foundation, or other institution engaged in lending or investing funds for industrial or business purposes. (B) "Member" means any financial institution authorized to do industrial and business lending in this state which undertakes to lend money to a corporation, incorporated under Chapter 1726. of the Revised Code, upon its call, and in accordance with the provi...

...(A) All persons, firms, partnerships, joint stock companies, association, or trust, and domestic corporations organized for the purpose of carrying on business within this state, including without limitation, any public utility companies, banking companies, trust companies, and foreign corporations licensed to do business in the state, except as provided in division (C) of this section, are hereby authorized to acqui...

...(P) "Person" includes a natural person, partnership, corporation, cooperative, or other entity. (Q) "Processing" means changing the physical or chemical characteristics of agricultural products. (R) "Producer" means a person engaged in the production of agricultural products for the market, including a lessor of real or personal property used for production of agricultural products for the market that receives...

... similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, for or on behalf of any person that is or was a director, officer, employee, agent, or volunteer of the association or is or was serving at the request of the association as a trustee, director, officer, employee, member, manager, agent, or volunteer of another association, entity, partnership, joint venture, trust,...

...ng to closed Christmas club or similar limited duration special purpose accounts, after the date of closing; (f) Records relating to customer collection accounts, after the date of transaction; (g) Stop payment orders, after the effective date; (h) All records relating to closed consumer credit loans and discounts, after the date of closing; (i) Deposit tickets relating to demand deposit accounts, after the ...

...estate investment trusts, associations, partnerships, and individuals, or direct or indirect obligations of the United States, any state, foreign government or municipal corporation, or any agency or instrumentality thereof; (4) To offer for sale, receive subscriptions for, issue, sell, redeem, purchase, repurchase, grant options with respect to, dispose of or otherwise deal in and with its shares of beneficial inte...

...ed properties of a qualified project in partnership with the project development owner. (B)(1) A project development owner may submit an application to the director for a credit reservation under this section on a form and in a manner that the director shall prescribe. On the application, the project development owner shall provide all of the following: (a) The name and address of the project development owner'...

...ovided in this chapter with respect to partnership property located in, or transactions that occur in, this state. (B) A certified copy of a statement filed in the office of the secretary of state and recorded in the office of a county recorder in this state has the effect provided for recorded statements in this chapter with respect to real property in the county in which recorded. A recorded statement that ...

...(A) Service of legal process upon any partnership that has not filed a statement of partnership authority in this state and that is formed under the laws of this state or doing business in this state may be made by delivering a copy personally to any partner doing business in this state or by leaving it at a partner's dwelling house or usual place of abode in this state or at a place of business of the pa...

... partner or a liquidating trustee of a partnership that is formed under the laws of this state or that is doing business in this state may be served with process in the manner this section prescribes in all civil actions or proceedings brought in this state involving or relating to the business of the partnership or a violation by the partner or the liquidating trustee of a duty to the partnership or any partne...

...10, this chapter governs the following partnerships: (1) A partnership formed on or after the first day of January, 2009, except a partnership that is continuing the business of a dissolved partnership under section 1775.40 of the Revised Code; (2) A partnership formed before the first day of January, 2009, that elects pursuant to division (C) of this section, to be governed by this chapter. (B) On and af...

...rant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.

...is, separately or with any class of the limited partners, on any matter.

...ment is the particular division of the partnership, corporation, or other business entity actually responsible for the transmission of the electronic mail advertisement. (8) "Pre-existing business relationship" means that there was a business transaction between the initiator and the recipient of a commercial electronic mail message during the five-year period preceding the receipt of that message. A pre-exist...

...a nonresident alien individual, foreign partnership, or foreign corporation not engaged in trade or business within the United States, "employer" means the person paying the compensation. (3) In the case of compensation paid to a contractor, "employer" does not include any person or entity that lacks a federal employer identification number. (D) "Newly hired employee" means either of the following: (1) An empl...

... variety of methods, including, but not limited to, integrated, applied, career-technical, and traditional coursework. Stronger coordination between high schools and institutions of higher education is necessary to prepare students for more challenging academic endeavors and to lessen the need for academic remediation in college, thereby reducing the costs of higher education for Ohio's students, families, and the...