Ohio Revised Code Search

...No agreement for the consolidation of charitable, benevolent, or educational organizations under section 1715.32 of the Revised Code shall be valid until it has been submitted to a separate meeting of the members of each of the component organizations, of which meeting notice has been given according to the form and usage for calling meetings of the component organizations concerned, and ratified by a two-thirds vote...

...At the first meeting of a united corporation formed under sections 1715.32 to 1715.38, inclusive, of the Revised Code, each member of each of the component organizations is entitled to vote. If at such meeting the proceedings and acts of the several component organizations are submitted to and approved by it, and a board of trustees, directors, or other officers are chosen in accordance with the consolidation agreeme...

...A united corporation formed under sections 1715.32 to 1715.38, inclusive, of the Revised Code, may adopt a constitution, bylaws, and rules, and may amend them under such provisions for amendment as it adopts.

...The various organizations entering into a union under sections 1715.32 to 1715.38 of the Revised Code, shall be merged in the united body and the new corporation, with its officers and chosen directors, trustees, or other representatives, shall succeed to and be vested with all the interests in every species of property, including property expressly given to them in trust or otherwise either before or after the conso...

...A united corporation formed under sections 1715.32 to 1715.38, inclusive, of the Revised Code, at the request of a majority of its members, or by act of its board of trustees, directors or other governing body, may in its corporate name petition the court of common pleas of the proper county, setting forth the fact of the union, and such court may make an order requiring such governing body to convey to the new ...

...After the creation of a united corporation under sections 1715.32 to 1715.37, inclusive, of the Revised Code, any one or more organizations of like character may unite with and become a part of such corporation in accordance with such sections.

...When a charitable or religious society or association desires to sell, lease, exchange, or encumber by mortgage or otherwise any real estate owned by it, held in trust by it for a specified religious or charitable purpose, or held for its use or benefit by trustees chosen by it or otherwise constituted, for any such purpose, except grounds used as burial places for the dead, then the trustees, wardens, and vestry, or...

...The board of trustees of a church organization or of a religious or charitable society or association, or such organization or religious or charitable society or association itself if incorporated, and all persons holding title to property in trust for it, may, upon a two-thirds vote of the members of the organization present and voting at a meeting called and held for that purpose, lease, transfer, convey, or encumb...

...The trustees or other officers of a charitable or religious society or association who are authorized to make a sale, lease, exchange, or encumbrance in accordance with sections 1715.39 to 1715.41, inclusive, of the Revised Code, shall make return thereof to the court of common pleas ordering it, at such time as such court orders. Thereupon, if satisfied that the sale, lease, exchange, or encumbrance was made accordi...

...When the trustees or other officers mentioned in sections 1715.37 to 1715.41, inclusive, of the Revised Code, have sold and conveyed by deed in fee simple or mortgaged any real estate therein mentioned, without proceeding as required by those sections, and the deed of conveyance or mortgage has been of record for five years without legal action to set aside said deed or mortgage, such sale and conveyance or mortgage ...

...A secret benevolent association or society incorporated in this state may accept and receive any donation or voluntary contribution; collect its assessments, which shall not exceed one fifth of one per cent of the amount payable at the death of a member; and pay endowments in the mode and to the persons named and provided by its laws, but in no case shall such payments exceed, in the aggregate, five thousand dollars ...

...Any unincorporated lodge or other subordinate body of any society or order, which is chartered by its grand lodge or body, may take and hold real estate for its own use and benefit, by lease, purchase, grant, devise, gift, or otherwise; may loan its funds and secure such loans, or any unpaid purchase money, by mortgage on otherwise unencumbered real estate; and may borrow money, and execute and deliver notes or bonds...

...(A) Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of the institutional fund. (B) In addition to complying with any other duty of loyalty imposed by law, each person responsible for managing and investing an institutional fund shall manage and invest the ...

...(A) Subject to the intent of a donor expressed in the gift instrument and to division (D) of this section, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses, benefits, purposes, and duration for which an endowment fund is established. Unless stated otherwise in the gift instrument, the assets in an endowment fund are d...

...(A)(1) Subject to any specific limitation set forth in a gift instrument or in any other provision of law, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exerci...

...(A) If a donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment, or purpose of an institutional fund. A release or modification shall not, however, permit a fund to be used for a purpose other than a charitable purpose of the institution. (B) The appropriate court, upon application of an institution, may...

...Compliance with sections 1715.51 to 1715.59 of the Revised Code shall be determined in light of the facts and circumstances existing at the time a decision is made or action is taken, and not by hindsight.

...(A) Sections 1715.51 to 1715.59 of the Revised Code shall be construed as modifying, limiting, and superseding the "Electronic Signatures in Global and National Commerce Act," 114 Stat. 464, 15 U.S.C. 7001 et seq., with the exception of section 101 of that act, 15 U.S.C. 7001(a). (B) Sections 1715.51 to 1715.59 of the Revised Code shall not be construed as authorizing electronic delivery of any of the orders,...

...In so far as is possible on and after June 1, 2009, sections 1715.51 to 1715.59 of the Revised Code shall be applied and construed to effectuate the general purpose to make uniform the law with respect to the subject of those sections among the states that enact the uniform prudent management of institutional funds act.

...Sections 1715.51 to 1715.59 of the Revised Code may be cited as the uniform prudent management of institutional funds act.

... (2) "Charitable organization" is not limited to only those organizations to which contributions are tax deductible under section 170 of the Internal Revenue Code. "Charitable organization" does not include an employer who is not engaged in the business of soliciting contributions or conducting charitable sales promotions but who incidentally solicits contributions for a charitable organization or purpose; or a c...

...(A) Every charitable organization, except those exempted under section 1716.03 of the Revised Code, that intends to solicit contributions in this state by any means or have contributions solicited in this state on its behalf by any other person, charitable organization, commercial co-venturer, or professional solicitor, or that participates in a charitable sales promotion, prior to engaging in any of these activities...

...The following shall not be required to file a registration statement as provided in section 1716.02 of the Revised Code: (A) Any religious agencies and organizations, and charities, agencies, and organizations operated, supervised, or controlled by a religious organization; (B) Any charitable organization that meets all of the following requirements: (1) It has been in continuous existence in this state for a peri...

...expenses that shall include, but not be limited to, expenses of the following categories: (a) Program; (b) Management and general; (c) Fund-raising. (5) Any other information that the attorney general, by rule, may require. (B) The attorney general shall accept a copy or duplicate original of a financial statement, report, or return filed by the charitable organization with the internal revenue service. The atto...

...(A) No person shall act as a fund-raising counsel unless the person first has complied with the requirements of this chapter and any rules adopted under this chapter. (B) Any fund-raising counsel that at any time has custody of contributions from a solicitation shall do all of the following: (1) Not later than ninety days after a solicitation campaign has been completed and on the anniversary of the commencement ...

...(A) Upon the winding up of a series, payment or adequate provision for payment shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities of the series. (B) After a series complies with division (A) of this section, any surplus shall be distributed as follows: (1) First, to...

...This chapter modifies, limits, and supersedes the federal "Electronic Signatures in Global and National Commerce Act," 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede 15 U.S.C. 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. 7003(b).

...A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.

...11, 2022, this chapter shall govern all limited liability companies, including every foreign limited liability company that files an application for registration as a foreign limited liability company on or after February 11, 2022, every foreign limited liability company that registers a name in this state on or after February 11, 2022, every foreign limited liability company that has registered a name in this state ...

...endments of this chapter shall apply to limited liability companies and members and agents whether or not existing as such at the time of the enactment of any such amendment.

...(A) "Exempt," as used in this section, means exempt from sections 1707.08 to 1707.11 and 1707.39 of the Revised Code. (B)(1) Except as provided in division (B)(2) of this section, the following securities are exempt, if the issuer or guarantor has the power of taxation or assessment for the purpose of paying the obligation represented by the security, or is in specific terms empowered by the laws of the state of i...

...(A) The division of securities may consider and conduct hearings upon any plan of reorganization, recapitalization, or refinancing of a corporation organized under the laws of this state, or having its principal place of business within this state, when such plan is proposed by such corporation or by any of its shareholders or creditors and contains a proposal to issue securities in exchange for one or more bona fide...

...(A)(1) No control bid for any securities of a subject company shall be made pursuant to a tender offer or request or invitation for tenders until the offeror files with the division of securities the information prescribed in division (A)(2) of this section. The offeror shall deliver a copy of the information specified in division (A)(2) of this section, by personal service, to the subject company at its principal of...

...(A) No person who makes or opposes a control bid to offerees in this state shall knowingly do any of the following: (1) Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (2) Engage in any act, practice, or course of business which operates or would operate as a fr...

...public disclosure" includes, but is not limited to, any disclosure, whether or not required by law, that becomes public and was made or caused to be made by a person: (a) With the intent or expectation that the disclosure become public; or (b) To another person where the person making or causing to be made the disclosure, knows or reasonably should know, that the person who receives the disclosure is not under an...

...Subject to section 1707.058 of the Revised Code, the offer, sale, and issuance of securities is exempt from the requirements of sections 1707.08 to 1707.11 of the Revised Code if all of the following conditions are met: (A) The issuer is an OhioInvests issuer on the date that its securities are first offered for sale in the offering and continuously through the closing of the offering. (B) The offering meets the ...

...The disclosure document provided to each prospective purchaser through an OhioInvests portal shall contain all of the following: (A) The following information regarding the OhioInvests issuer: (1) The type of entity it is; (2) The address and telephone number of its principal office; (3) Its formation history for the previous five years; (4) The identity of all persons owning more than ten per cent of any c...

...The certification obtained by the portal operator from each prospective purchaser through an OhioInvests portal shall, at a minimum, state the following: "I UNDERSTAND AND ACKNOWLEDGE THAT: If I make an investment in an offering through this OhioInvests portal, it is very likely that I am investing in a high-risk, speculative business venture that could result in the complete loss of my investment, and I need to...

...(A) No person other than a dealer licensed under this chapter shall offer or sell securities pursuant to an OhioInvests offering or otherwise act as a portal operator unless the person is licensed as a portal operator by the division of securities or is transacting business through a portal operator licensed by the division. Application for a portal operator's license shall be made in accordance with this section and...

...No portal operator that is not also a licensed dealer shall do any of the following: (A) Offer investment advice or recommendations, or solicit the purchase or sale of securities. For purposes of this division, a portal operator shall not be considered to be offering investment advice or recommendations merely because it selects, or may perform due diligence with respect to, issuers or offerings to be listed or mer...

...(A) Each portal operator shall do all of the following: (1) Provide the division of securities with read-only access to the administrative sections of its OhioInvests portal; (2) Upon the written request of the division, furnish to the division any of the records required to be maintained and preserved under section 1707.057 of the Revised Code. (3) Take reasonable efforts to verify that no purchaser exceeds th...

...(A) Each portal operator shall maintain and preserve, for a period of at least five years from either the date of the closing or date of the termination of the securities offering, all of the following: (1) The name of each issuer whose securities have been listed on its OhioInvests portal and the full name, residential address, social security number, date of birth, and copy of a state-issued identification of all...

...ral securities laws, including, but not limited to, 15 U.S.C. 77q(a)(1), 78j(b), 78o(c)(1), and 80b-6(1), and 17 C.F.R. 240.10b-5 or any other regulation adopted thereunder; (b) 15 U.S.C. 77e, division (C)(1) of section 1707.44 of the Revised Code, or any state securities law that requires the registration of securities; (c) Any state securities law requiring state registration as a broker dealer, investment advi...

...(A) The transactions enumerated in section 1707.06 of the Revised Code may be consummated on compliance with this section and section 1707.11 of the Revised Code. (B) A description, verified either by the oath of the individual filing it or of any individual having knowledge of the facts, shall be filed with the division of securities by the issuer, or by a majority of the incorporators of the issuer prior to...

...(A) Any security for which a registration statement has been filed pursuant to Section 6 of the Securities Act of 1933 or for which a notification form and offering circular has been filed pursuant to regulation A of the general rules and regulations of the securities and exchange commission, 17 C.F.R. sections 230.251 to 230.256 and 230.258 to 230.263, as amended before or after the effective date of this section, i...

...(A) For the purposes of selling securities in this state, except securities that are the subject matter of transactions enumerated in section 1707.03 of the Revised Code, an investment company, as defined by the Investment Company Act of 1940, that is registered or has filed a registration statement with the securities and exchange commission under the Investment Company Act of 1940, shall file the following with the...

...Notwithstanding any provision of Chapter 1707. of the Revised Code, or any rule adopted by the division of securities under that chapter, requiring a signature or verification, the division may provide by rule for the electronic filing or submission of any form, document, material, or information that is required or permitted to be filed with or submitted to the division.

...Any securities required by sections 1707.01 to 1707.50, inclusive, of the Revised Code, to be registered by qualification before being sold in this state may be offered for sale and sold preliminary to and pending their full qualification, where the division of securities is satisfied that the issuer is solvent and of good business repute and that such preliminary offering will not deceive or tend to deceive the publ...

...(A) Each person that is not organized under the laws of this state, that is not licensed under section 1703.03 of the Revised Code, or that does not have its principal place of business in this state, shall submit to the division of securities an irrevocable consent to service of process, as described in division (B) of this section, in connection with any of the following: (1) Filings to claim any of the exemptio...

...ction or proceeding, including, but not limited to, the independent thought processes and personal trial preparation of an attorney and division personnel, their notes, diaries, and memoranda.