Ohio Revised Code Search

...Each association incorporated under this chapter shall have the following powers: (A) It may make contracts, incur liabilities, and borrow money; issue capital stock and other equity interests and issue certificates therefor; acquire property; and dispose of, mortgage, pledge, lease, or otherwise use in any manner, any of its property, or any interest in its property, wherever situated. (B) It may invest its funds,...

...(A) The name of any association organized under this chapter shall include the word or abbreviation "cooperative," "coop," "co-operative," "co-op," "association," "assn.," "company," "co.," "incorporated," "inc.," "corporation," or "corp." (B) No corporation or other person organized or applying to do business in this state shall use the word or abbreviation "cooperative," "coop," "co-operative," or "co-op" as a par...

...(A) The articles of incorporation of an association shall set forth all of the following: (1) The name of the association; (2) The association's purposes, as permitted by this chapter. It is sufficient to state in the articles that the association may engage in any activity within the purposes for which associations may be organized under this chapter. (3) The county and municipal corporation or township where the...

...(A) The articles of incorporation of an association may be altered or amended at any regular meeting of the association or at any special meeting called for that purpose, provided that the text of the proposed change, or a general description of the change, is contained in the notice of the meeting. An amendment shall first be approved by two thirds of the directors and shall then be adopted by an affirmative vote of...

...(A)(1) Unless the board provides that division (A)(3) of this section applies to an amendment to the articles of incorporation, a holder of stock other than membership stock or patronage stock who is affected by a proposed amendment to the articles shall be entitled to cast one vote on the amendment regardless of the par or stated value of the stock, the number of shares, or the number of affected classes of stock he...

...(A) A copy of the association's articles of incorporation or amended articles filed in the office of the secretary of state, and certified by the secretary of state, is conclusive evidence, except as against the state, that the association has been incorporated under the laws of this state; and a copy certified by the secretary of state of any certificate of amendment or other certificate is prima-facie evidence of s...

...(A) An association whose articles of incorporation have been canceled or an association that has been dissolved in a manner other than for a voluntary dissolution as provided in section 1729.55 of the Revised Code, or a judicial dissolution as provided in section 1729.61 of the Revised Code, may be reinstated by filing, within two years of the cancellation or dissolution, on a form prescribed by the secretary of stat...

...(A) For filing articles of incorporation or a certificate of amendment of articles or a certificate of merger, consolidation, division, or dissolution, and with respect to the issuance of shares of stock, an association organized under this chapter shall pay to the secretary of state the fees imposed by section 111.16 of the Revised Code. In the case of a certificate of division, the filing fee shall be the same as f...

...(A) An association may pay dividends annually on its capital stock. All its other net income from business with or for members and other eligible patrons, less reserves which shall be provided for in the bylaws or other written agreements, shall be distributed to its members and other eligible patrons on the basis of patronage as provided in the bylaws or other written agreements. Any receipts or dividends from subsi...

...Each association shall adopt for its governance and management, bylaws that are consistent with the powers granted by this chapter and the articles of incorporation of the association. The bylaws may provide for any of the following: (A) The time, place, and manner of calling and conducting the association's meetings; (B) The number of members constituting a quorum. If voting by any method other than personal appea...

...(A) The initial bylaws may be adopted by the association's directors who are to serve until the first member meeting. After the initial bylaws are adopted, bylaws may be adopted and amended only by the members unless the articles or bylaws provide that the board, by a two-thirds vote of the entire board, may adopt or amend the bylaws or any specified bylaw. (B) Any bylaw adopted or amended by the board shall be rep...

...(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...

...es. Such an action includes, but is not limited to, an action that involves or affects any of the following: (a) A change or potential change in control of the association; (b) A termination or potential termination of the director's service to the association as a director; (c) Service in any other position or relationship with the association. (2) A director shall not be considered to be acting in good faith if...

...(A) Unless otherwise provided in an association's articles of incorporation or bylaws: (1) No contract or transaction between an association and one or more of its directors or officers, or between the association and any other person in which one or more of the association's directors or officers, are directors or officers, or have a financial or personal interest, shall be void or voidable solely for this reason, ...

...(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...

...If required by the association's bylaws, every officer, employee, and agent handling 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 ...

...(A) An association may merge or consolidate with one or more associations under this chapter. Before an association may merge or consolidate with any other association, a written agreement of merger or consolidation shall be approved by the board of each constituent association and by the members of each constituent association. The agreement shall set forth the terms of the merger or consolidation, including any pr...

...poration other than 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 en...

...sion of this chapter, including but not limited to the ability of the division to investigate or prosecute any complaints or allegations under this chapter. Upon timely application, the division may intervene as of right on behalf of the state in any private action or appeal that is pending under this section. (F) The division may adopt rules in accordance with Chapter 119. of the Revised Code to implement the prov...

...Whoever commits any act described in division (A) of section 1707.042 or section 1707.44 of the Revised Code is guilty of a violation of sections 1707.01 to 1707.50 of the Revised Code and the following apply to the offender: (A) If the value of the funds or securities involved in the offense or the loss to the victim is less than one thousand dollars, the offender is guilty of a felony of the fifth degree, and the...

...ubject of ownership, including, but not limited to, real and personal property and any interest in real or personal property. (G) "Register," including its derivatives, means to issue a certificate showing the ownership of a certificated security or, in the case of an uncertificated security, to initiate or transfer an account showing ownership of that security. (H) "Registering entity" means a person who originate...

...Only individuals whose registration of a security shows sole ownership by one individual or multiple ownership by two or more individuals with a right of survivorship, rather than ownership as tenants in common, may obtain registration in beneficiary form. Multiple owners of a security registered in beneficiary form hold as joint tenants with a right of survivorship and not as tenants in common.

...A security may be registered in beneficiary form if the form is authorized by sections 1709.01 to 1709.11 of the Revised Code or similar laws of the state of organization of its issuer or registering entity, the state in which the principal office of the registering entity is located, the state in which the office of the transfer agent or the office making the registration is located, or the state listed as the addre...

...A security, whether evidenced by a certificate or account, is registered in beneficiary form when the registration includes a designation of a beneficiary to take the ownership of the security at the time of the death of the owner or the deaths of all multiple owners.

...Registration in beneficiary form may be shown by the words "transfer-on-death" or the abbreviation "TOD," after the name of the registered owner and before the name of a beneficiary.

...The designation of a transfer-on-death beneficiary on a registration in beneficiary form has no effect on ownership until the death of the owner of a security. A registration in beneficiary form of a security may be canceled or changed at any time by the sole owner or all of the then surviving owners of the security, without the consent of the beneficiary.

...Subject to the limitations of section 5731.39 of the Revised Code, on the death of a sole owner or the last to die of all multiple owners, ownership of a security registered in beneficiary form shall pass to the beneficiary or beneficiaries who survived all owners. On proof of death of all owners and compliance with any applicable requirements of the registering entity, but subject to the limitations of section 5731....

...(A) A registering entity is not required to offer or to accept requests for security registration in beneficiary form. If a registration in beneficiary form is offered by a registering entity, the owner requesting registration in beneficiary form assents to the protections given to the registering entity by sections 1709.01 to 1709.11 of the Revised Code. (B) By accepting a request for registration in beneficiary fo...

...(A) Any transfer-on-death resulting from a registration in beneficiary form is effective by reason of the contract regarding the registration between the owner of the security and the registering entity and by reason of sections 1709.01 to 1709.11 of the Revised Code and is not testamentary. (B) Sections 1709.01 to 1709.11 of the Revised Code do not limit the rights of creditors of the owners of securities against b...

...(A) A registering entity offering to accept registrations in beneficiary form may establish the terms and conditions under which it will receive and implement requests for registration in that form, including requests for cancellation of previously registered transfer-on-death beneficiary designations and requests for reregistration to effect a change of beneficiary. The terms and conditions so established may provid...

...(A) Sections 1709.01 to 1709.11 of the Revised Code shall be known as and may be cited as the "uniform transfer-on-death security registration act." (B) Sections 1709.01 to 1709.11 of the Revised Code shall be liberally construed and applied to promote their underlying purposes and policy and to make uniform the laws with respect to the subject of those sections among states enacting similar laws. (C) Unless displa...

...As used in this chapter: (A) "Special improvement district" means a special improvement district organized under this chapter. (B) "Church" means a fellowship of believers, congregation, society, corporation, convention, or association that is formed primarily or exclusively for religious purposes and that is not formed for the private profit of any person. (C) "Church property" means property that is descri...

...evised Code and may include, but is not limited to, any of the permissive provisions described in the fourth sentence of that division or listed in divisions (A)(1) to (7) of that section; (7) If the special improvement district is being created under this chapter for the purpose of developing and implementing plans for special energy improvement projects or shoreline improvement projects, provision for the additi...

...Any owner of an interest in real property that is located within a proposed or existing special improvement district who enters into a contract to transfer the interest shall give to the transferee of the interest within the specified period of time both of the following: (A) Within five days after entering into the contract, each notice that the owner received under this chapter within ninety days prior to entering...

...(A) Except as otherwise provided in this division, each owner of real property within a special improvement district other than the state or federal government is a member of the district, and the real property of each member of the district is subject to special assessment under division (C) of section 1710.06 of the Revised Code. A church is not a member of the district unless the church specifically requested in w...

...(A) A special improvement district created under this chapter shall be governed by the board of directors of the special improvement district. The board shall consist of at least five directors. The board shall include a person appointed by the legislative authority of each participating political subdivision and the municipal executive of each municipal corporation with territory within the boundaries of the spe...

...Except as otherwise provided in this chapter, the articles of incorporation or the code of regulations governing the nonprofit corporation shall provide for the method by which notice for meetings of the membership of the special improvement district is to be given and the method for voting by the membership of the district.

... services may also include, but are not limited to, provisions for the following: (1) Creating and operating the district and the nonprofit corporation under this chapter, including hiring employees and professional services, contracting for insurance, and purchasing or leasing office space and office equipment and other requirements of the district; (2) Planning, designing, and implementing a public improvemen...

...tion utility that includes, but is not limited to, both of the following: (1) The total number and a description of each new and ongoing special energy improvement project located within the special improvement district that produces energy efficiency savings or reduction in demand; (2) Any additional information that the electric distribution utility needs in order to obtain credit under section 4928.66 of ...

...ement district may include, but is not limited to, the following: (A) The cost of creating and operating the district under this chapter, including creating and operating a nonprofit organization organized under this chapter, hiring employees and professional services, contracting for insurance, and purchasing or leasing office space or office equipment; (B) The cost of planning, designing, and implementing ...

...Any public improvements or public services provided to a special improvement district through a public improvements or public services plan shall be in addition to, and not in lieu of, any public improvements or public services provided by any participating political subdivision. A participating political subdivision may not substitute or rely in any manner upon the public improvements or public services provided to...

...Except as otherwise provided in section 1710.10 of the Revised Code, a special improvement district may contract with any person, community improvement corporation, political subdivision as defined in division (F) of section 2744.01, or state agency as defined in section 1.60 of the Revised Code to develop, manage, or implement part or all of any plan adopted under section 1710.06 or division (F) of section 1710.02 o...

...(A) When a participating political subdivision contracts to provide improvements or services to a special improvement district, the participating political subdivision shall charge only its additional cost of providing the improvement or service, without any allocation of overhead costs, fixed costs, or assignment of costs at rates higher than those at which the participating political subdivision assigns costs ...