Ohio Revised Code Search

...s; (2) The agreement provides for the conduct of the affairs of a corporation or relations among shareholders in any manner that would be inappropriate or unlawful under provisions of this chapter other than those set forth in division (D)(2) of this section or under other applicable law; (3) The agreement interferes with the authority or discretion of the directors; (4) The agreement has not been filed with th...

...ies over precision and certitude in the conduct of a meeting. It is the responsibility of the directors to utilize practices and procedures, including presumptions and forms of proxy, that are consistent with their fiduciary duties.

...f the corporation has been or could be conducted at a profit. (5) By an order of the court of common pleas of the county in which the corporation, whether for profit or nonprofit, has its principal office, in an action brought by the prosecuting attorney of the county, when it is found that the corporation was organized or systematically used to further criminal purposes, or as a subterfuge to engage in prosti...

...e persons vested with the authority to conduct the affairs of the corporation irrespective of the name, such as trustees, by which they are designated. (L) "Insolvent" means that the corporation is unable to pay its obligations as they become due in the usual course of its affairs. (M)(1) Subject to division (M)(2) of this section, "volunteer" means a director, officer, or agent of a corporation, or another p...

...of a limited liability company and the conduct of its business. (K) "Person" means any natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity. (L) "Professional association" and "professional s...

... (a) Participate in the management or conduct of the activities of the limited liability company, or 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 inter...

...his section is solely incidental to the conduct of the dealer's or salesperson's business as a licensed dealer or licensed salesperson and who receives no special compensation for the services; (g) Any person, the advice, analyses, or reports of which do not relate to securities other than securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States, or secu...

... associations organized exclusively for conducting county fairs, or for religious, educational, social, recreational, athletic, benevolent, fraternal, charitable, or reformatory purposes, and agricultural cooperatives as defined in section 1729.01 of the Revised Code, is exempt, if no part of the net earnings of such issuer inures to the benefit of any shareholder or member of such issuer or of any individual, and if...

... the following requirements: (1) When conducting an OhioInvests offering, it implements steps to limit web site access to residents of only this state in accordance with 17 C.F.R. 230.147A. (2) It does not allow an OhioInvests offering to be viewed by a prospective purchaser until both of the following occur: (a) The portal operator verifies, through its exercise of reasonable steps, such as using a third-party...

...iness of the issuer is not fraudulently conducted, that the proposed offer or disposal of securities is not on grossly unfair terms, that the plan of issuance and sale of the securities referred to in the proposed offer or disposal would not defraud or deceive, or tend to defraud or deceive, purchasers, and that division (B)(10) of this section applies and has been complied with, the division shall notify the applica...

... the subscriber, to be used only in the conduct of the business of such company after the company has been licensed and authorized for such business by proper authority. In lieu of "in excess of ___________ per cent of the amount actually paid upon separate subscriptions," the language of such contract may be, "________________ dollars per share from every fully paid subscription"; and in lieu of "organizers" it ma...

...tigation by the division, whether to be conducted in this state or outside this state. An itemized statement of such expenses shall be furnished to the applicant. Such qualification shall estop the division from proceeding under division (D) of section 1707.23 of the Revised Code against anyone who has violated division (C)(1) of section 1707.44 of the Revised Code for acts within the scope of the application, or f...

...n (H) of section 1710.02 of the Revised Code, if the special improvement district was created for the purpose of developing and implementing plans for special energy improvement projects or shoreline improvement projects, the petition required under this division shall be signed by one hundred per cent of the owners of the area of all real property located within the area to be assessed for the special energy improve...

...rdance with Chapter 119. of the Revised Code that provide for both of the following: (a) A uniform method for the election of the directors and officers of all agricultural societies that receive any support out of the state or county treasuries, except the date for holding the election; (b) Any other rules that the director determines are necessary to carry out this chapter. (D) Except for section 1711.11 of t...

...efined in section 993.01 of the Revised Code, game, or novelty stand operation at a fair or exposition, but does not include food or drink operations. (B) The director shall issue a license only upon a written application containing a detailed description of the concession. The director shall prepare and furnish blank applications for licenses. (C) The director shall not issue a license until the applicant has pa...

...provided in section 7.16 of the Revised Code, stating the amount of bonds to be issued, the purpose for which they are to be issued, and the time and places of holding such election. Those who vote in favor of the proposition shall have written or printed on their ballots "for the issue of bonds" and those who vote against it shall have written or printed on their ballots "against the issue of bonds." If a majo...

...rt of the grounds and buildings for the conduct of fairs or otherwise, over and above the necessary expenses thereof, shall be paid into the treasury of the society and used as a fund for keeping such grounds and buildings in good order and repair and for making other improvements deemed necessary by the society's directors.

...nd the sites at which courses are to be conducted. A copy of such certificate shall be filed with the secretary of state if the institution is incorporated. Any institution or corporation established or that offered a course or courses of instruction in this state prior to October 13, 1967, may apply to the chancellor for a certificate of authorization, and the chancellor shall issue a certificate if it finds that su...

...hich, the solicitation is planned to be conducted; (14) A schedule of the activities carried on by the charitable organization in the performance of its purposes; (15) Any other information that the attorney general may, by rule, require. (C)(1) With the initial registration only, every charitable organization that is required to register under this chapter also shall file with the attorney general the following: ...

...vided by section 1702.04 of the Revised Code, together with a certified copy of such deed or will, and thereupon said trustees and their successors in office shall become a corporation not for profit to administer said trust, and said trustees shall forthwith become the board of trustees of such corporation for such term as is prescribed by such deed or will or by the code of regulations of such corporation. The memb...

...58, 1729.59, and 1729.60 of the Revised Code relating to the authority and duties of directors during the winding up of the affairs of an association dissolved voluntarily, with respect to the jurisdiction of courts over the winding up of the affairs of an association, and with respect to receivers for winding up the affairs of an association, shall be applicable to associations judicially dissolved. (E) A proceedin...

...rdance with Chapter 119. of the Revised Code, the department may issue an adjudication order that withdraws or provisionally maintains the designation of an entity as an agency on aging. (C) The department shall adopt rules under Chapter 119. of the Revised Code that do both of the following: (1) Establish criteria to be used for designating an agency on aging; (2) Provide procedures and grounds for withdrawin...

...es or departments, and organizations to conduct studies and surveys on the special problems of the aged in such matters as mental and physical health, housing, transportation, family relationships, employment, income, vocational rehabilitation, recreation, and education; make such reports as are appropriate to the governor and other federal and state agencies; and develop recommendations for administrative or legisla...

...rve the region. (D) In an adjudication conducted in accordance with Chapter 119. of the Revised Code, the state ombudsman may issue an adjudication order withdrawing or provisionally maintaining the designation of an entity as a regional program if it ceases to meet the criteria established pursuant to division (B) of this section or a conflict of interest develops between the regional program or a person associated...

...chnical assistance to regional programs conducting training for volunteers and shall monitor the training. (E) Notwithstanding the requirements for a certification under this section, the department shall issue a certificate as a representative of the office of the state long-term care ombudsman program in accordance with Chapter 4796. of the Revised Code to a person if either of the following applies: (1) The ...