Ohio Revised Code Search

...ore managers to supervise or manage the activities or affairs of the limited liability company, the only obligation a member owes, in the member's capacity as a member, to the limited liability company and the other members is to discharge the member's duties and obligations under this chapter and the operating agreement in accordance with division (E) of this section. Divisions (C) and (D) of this section shall not ...

...ing up of the limited liability company activities is limited to acting in good faith, in a manner the manager reasonably believes to be in or not opposed to the best interests of the limited liability company. (D) For purposes of division (C) of this section, both of the following apply: (1) A manager of a limited liability company shall not be determined to have violated the manager's duties under division (C) ...

...A limited liability company, or a series thereof, may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person, and purchase and maintain insurance on behalf of a member or other person.

...atter within the ordinary course of its activities, may do either of the following: (1) Impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; (2) Keep confidential from the members and any other persons, for such period of time as ...

...nd amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the limited liability company, or series thereof, or to make reasonable provision to pay those claims and obligations; (C) Any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.

...If a member dies, the deceased member's personal representative or other legal representative may, for purposes of settling the estate, exercise the rights of a current member under section 1706.33 of the Revised Code.

...The only interest of a member that is assignable is the member's membership interest. A membership interest is personal property.

... a series thereof; (b) Have access to records or other information concerning the activities of the limited liability company, or a series thereof. (B) An assignee has the right to receive, in accordance with the assignment, distributions to which the assignor would otherwise be entitled. (C) A membership interest may be evidenced by a certificate of membership interest issued by the limited liability company, ...

...ted liability company. Court orders for actions or requests for accounts and inquiries that the judgment debtor might have made to the limited liability company are not available to a judgment creditor attempting to satisfy the judgment out of the judgment debtor's membership interest and may not be ordered by a court.

...(A) A person shall not voluntarily dissociate from a limited liability company. (B) A person's dissociation from a limited liability company is wrongful only if one of the following applies: (1) The dissociation is in breach of an express provision of the operating agreement. (2) The person is expelled as a member by a determination of a tribunal under division (D) of section 1706.411 of the Revised Code. (3)...

...arry on the limited liability company's activities with the person as a member. (2) The person is an entity and, within ninety days after the limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, or its right to transact business has been suspended by its jurisdiction of formation, the statement of dissolution or...

...right to participate as a member in the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated. (B) Upon a person's dissociation, the member's duty of loyalty and duty of care under divisions (C) and (D) of section 1706.31 of the Revised Code continue only with regard to matters arising...

...roperty rights and credits and all contract and other rights, of the company existing at the time its articles or registration were canceled shall be fully vested in the company as if its articles or registration had not been canceled, and the company shall again be entitled to exercise the rights and privileges authorized by its articles. The name of a company whose articles have been canceled shall be reserved for ...

...he secretary of state to take, whatever action the court considers appropriate. (C) The appropriate court's order or decision may be appealed as in any other civil proceeding.

...liability company is dissolved, and its activities shall be wound up, upon the occurrence of any of the following: (A) An event or circumstance that the operating agreement states causes dissolution; (B) The consent of all the members; (C) A limited liability company with canceled articles has failed to cure the grounds for cancellation for three years or more and any member or person authorized pursuant to sec...

...bility company but may not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs. Appropriate activities include all of the following: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to persons owning membership interests; (3) Discharging or making provisions for discharging its liabilities; (4) Distributing its rem...

...wind up the limited liability company's activities. (B) The appropriate tribunal may order supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company's activities as follows: (1) On application of a member, if the applicant establishes good cause; (2) On application of an assignee, if both of the following apply: (a) T...

...er barred by any other statute limiting actions, a claim against a dissolved limited liability company is barred in either of the following circumstances: (1) A claimant who was given notice under division (B) of this section does not deliver the claim to the dissolved limited liability company by the deadline. (2) A claimant whose claim was rejected by the dissolved limited liability company does not commence a ...

...er barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within two years after the publication of the notice: (1) A claimant who was not given notice under division (B) of section 1706.473 of the Revised Code; (2) A claimant whose claim was timely sent to ...

...ing members who are creditors, in satisfaction of liabilities of the limited liability company. (B) After a limited liability company complies with division (A) of this section, any surplus shall be distributed as follows: (1) First, to each person owning a membership interest that reflects contributions made on account of the membership interest and not previously returned, an amount equal to the value of the pe...

...iability company, may not engage in any activities in this state that a limited liability company is forbidden to engage in by the laws of this state. (D) A foreign limited liability company that has filed a registration as a foreign limited liability company shall in this state: (1) Have the same but no greater rights than a limited liability company; (2) Have the same but no greater privileges than a limited ...

...r any one or more of its series to transact business in this state, the foreign limited liability company shall register with the secretary of state. Neither a foreign limited liability company nor any one or more of its series may transact business in this state until the registration has been approved by the secretary of state and the foreign limited liability company or series is otherwise in compliance with secti...

...pany shall not be considered to be transacting business in this state within the meaning of sections 1706.51 to 1706.515 of the Revised Code by reason of its or any one or more of its series' carrying on in this state any of the following actions: (1) Maintaining, defending, or settling in its own behalf any proceeding or dispute; (2) Holding meetings or carrying on any other activities concerning its internal af...

...ntil it adopts, for the purpose of transacting business in this state, an assumed name that complies with section 1706.07 of the Revised Code. A foreign limited liability company that adopts an assumed name under this division and then files a registration as a foreign limited liability company under that assumed name need not file a name registration when transacting business under that assumed name. After filing th...

...all series thereof, will no longer transact business in this state and that it relinquishes its authority to transact business in this state; (4) That the foreign limited liability company is canceling its registration as a foreign limited liability company; (5) That any statement of assumed name it has on file in the records of the secretary of state and any assumed name with respect to the foreign limited liabi...

...d be sued, plead and be impleaded, contract and be contracted with, employ and fix the compensation of employees, and adopt rules for the proper administration and management of the fund. Effective ninety days after September 15, 2004, the board of trustees may not employ a state retirement system investment officer, as defined in section 1707.01 of the Revised Code, who does not hold a valid state retirement system...

...mployee of the board of trustees of the Ohio police and fire pension fund shall have any interest, direct or indirect, in the gains or profits of any investment made by the board nor as such, directly or indirectly, receive any pay or annual emolument for the trustee's or employee's services. No trustee or employee of said board shall, directly or indirectly, for self or as an agent or partner of others, borrow any f...

...ion by a member or former member of the Ohio police and fire pension fund. Prior to retiring under section 742.37 of the Revised Code, a member or former member of the fund who is, or within twelve months will be, eligible to retire and receive a pension or benefit under division (C)(1) or (3) of section 742.37 of the Revised Code may designate one dependent, not the member's or former member's spouse, as the contin...

...ent of engineering of the department of public service may be employed as the chief engineer of the board and receive compensation in addition to that paid him as chief engineer of the subdepartment. The duties performed by the chief engineer of the subdepartment of engineering as engineer of the board and the compensation paid him shall be separate and distinct from his duties and compensation as the chief engineer...

...(A) Any city or district having a workhouse may receive as inmates of the workhouse persons sentenced or committed to it from counties other than the one in which the workhouse is situated, upon the terms and during the length of time agreed upon by the boards of county commissioners of those counties, or by the legislative authority of a municipal corporation in those counties and the legislative authority of the ci...

...If a majority of the electors voting at an election under section 755.01 of the Revised Code vote in favor of the appointment of a board of park commissioners, the mayor shall immediately appoint three electors of the city as members of such board, to be known as the "board of park commissioners." Such members shall be appointed for terms of one, two, and three years, respectively, and their successors shall be appoi...

...ion is hosting an organized youth sport activity; (b) Require that a sufficient number of the staff persons of each sports and recreation location successfully complete an appropriate training course in the use of an automated external defibrillator as described in section 3701.85 of the Revised Code; (c) Adopt an emergency action plan for the use of automated external defibrillators and may use the model plan ...

...itute for that revenue reasonably satisfactory to the trustee under the trust agreement securing the bonds or notes. If the board of county commissioners pledges and contributes revenue from a tax levied under division (A)(5) of section 5739.026 and section 5741.023 of the Revised Code to the payment of bonds or notes issued under section 755.17 of the Revised Code, the bonds or notes do not constitute general oblig...

...park trustees shall enter into the contract mentioned in section 755.29 of the Revised Code with the lowest responsible bidder. The board shall be the final judge as to who are the responsible bidders. Where the contract is for other than the construction, demolition, alteration, repair, or reconstruction of an improvement, the board shall enter into the contract when the bidder gives bond to the municipal corporatio...

...livestock producers and members of the public; (5) Investigate complaints regarding violations of the rules adopted under section 904.03 of the Revised Code in accordance with the authority granted by this chapter, sections 901.25 to 901.29 of the Revised Code, and rules adopted under this chapter and section 901.03 of the Revised Code; (6) Enforce the rules adopted under section 904.03 of the Revised Code an...

...between the director and any private or public entity desiring to perform or performing any of the inspections or analyses required under this chapter and rules adopted under it.

...vide the date, time, and location of a public meeting that will be conducted by the director as required by division (B) of this section. The notification shall be sent through regular mail and published in at least one publication specific to the agricultural commodity that is the subject of the proposed marketing agreement. In addition, the director may post the notification on the department of agriculture'...

...(A) At least twenty-one days prior to the date established for the view, the board of supervisors of a soil and water conservation district shall send a written notice of the view and the hearing to all landowners within the area to be benefited by the proposed improvement and to the board of county commissioners and the county engineer. The board shall ensure that the notice contains all of the following: (1) The ...

...he estimated cost; (4) A list of all factors identified by the board, both favorable and unfavorable to the proposed improvement, so that the petitioners may be informed concerning what is involved with the construction of the proposed improvement. (C) In addition to preparing a preliminary report on the improvement as petitioned, the board may submit alternate proposals to accomplish the intent of the petition. ...

... 6137. of the Revised Code and may contract with or authorize the board of supervisors or joint board of supervisors of a soil and water conservation district to perform maintenance of such works of improvement.

...ution permitted by this section, unless actually in the field and engaged in hunting or in legitimate training for such purpose. (B)(1) A board of county commissioners may adopt and enforce resolutions to control dogs within the unincorporated areas of the county that are not otherwise in conflict with any other provision of the Revised Code. (2) A board of township trustees may adopt and enforce resolutions to con...

...The president of the senate and the speaker of the house of representatives shall notify the chief of the common sense initiative office, established under section 107.61 of the Revised Code, when a board is identified to be reviewed by a standing committee under section 101.63 of the Revised Code. The chief or the chief's designee shall appear and testify before the standing committee, with respect to the board, and...

... the state. (10) No present or former Ohio casino control commission official shall, during public service or for two years thereafter, represent a client, be employed or compensated by a person regulated by the commission, or act in a representative capacity for any person on any matter before or concerning the commission. No present or former commission employee shall, during public employment or for two years ...

...(A) Notwithstanding division (E)(2) of section 3509.03 and division (E)(2) of section 3511.02 of the Revised Code, the secretary of state may mail unsolicited applications for absent voter's ballots to electors for a general election if all of the following apply: (1) The general assembly appropriates funds to the controlling board for that particular mailing; (2) The secretary of state submits a request to the c...

...(A) After subscriptions to shares have been received by the incorporators, the board of directors of a stock state bank may, subject to the requirements of this section, adopt amendments to the bank's articles of incorporation to do any of the following: (1) Authorize the shares necessary to meet conversion or option rights when all of the following apply: (a) The bank has issued shares of one class convertible i...

...her sections of the Revised Code or the Ohio Constitution. (B) The financial plan developed pursuant to division (A) of this section shall be filed with the financial supervisor and the financial planning and supervision commission and shall be updated annually. After consultation with the financial supervisor, the commission shall either approve or reject any initial or subsequent financial plan. If the commission ...

...ety board; to the controlling board; to actions of the superintendent of financial institutions and the superintendent of insurance in the taking possession of, and rehabilitation or liquidation of, the business and property of banks, savings and loan associations, savings banks, credit unions, insurance companies, associations, reciprocal fraternal benefit societies, and bond investment companies; to any action take...

...e chiropractic board, architects board, Ohio landscape architects board, and any section of the Ohio occupational therapy, physical therapy, and athletic trainers board. When periodic registration of licenses is required by law, the agency shall afford a hearing upon the request of any licensee whose registration has been denied, unless a hearing was held prior to such denial. When periodic registration of lice...

...ion. Applications for a grant under the Ohio residential broadband expansion grant program shall be prioritized from the highest to the lowest point score under those factors and rubric. (C) Of a possible maximum score of three hundred points, the score for eligible projects for unserved and underserved areas shall be calculated as the sum of the following: (1) The point value determined by multiplying three hu...

...ority businesses as principals, on contracts with the state, any political subdivision or instrumentality thereof, or any person as the obligee. The director as surety may exercise all the rights and powers of a company authorized by the department of insurance to execute bonds as surety but shall not be subject to any requirements of a surety company under Title XXXIX of the Revised Code nor to any rules of the depa...