Ohio Revised Code Search

...(A) No person who is engaged in or about to engage in the business of selling motor vehicles at retail shall enter into any contract, agreement, or understanding, express or implied, with any manufacturer or distributor of motor vehicles, that the person will sell only to a designated person or class of persons all or any part of the retail installment contracts arising out of the sale by the person of motor vehicl...

...(A) No manufacturer or distributor of motor vehicles, or the officer, agent, or representative of such manufacturer or distributor, shall induce or coerce, or attempt to induce or coerce, any retail motor vehicle dealer or prospective retail motor vehicle dealer to sell or refuse to sell all or any portion of the dealer's or prospective dealer's retail installment contracts to any person or class of persons designat...

...(A) No person engaged in the business of buying retail installment contracts from motor vehicle dealers in this state, and no officer, agent, or representative of such person, shall purchase or attempt to purchase any such retail installment contract from any motor vehicle dealer in this state in the following circumstances: (1) When the dealer in consequence of any contract, agreement, or arrangement between such p...

...(A) The applications for licenses and the copies of contracts required by sections 4517.04, 4517.05, 4517.051, 4517.06, 4517.07, and 4517.08 of the Revised Code are not part of the public records but are confidential information for the use of the registrar of motor vehicles and the motor vehicle dealers board. No person shall divulge any information contained in such applications and acquired by the person in the pe...

...ause to be kept any record required by law. (B) Whoever violates this section is guilty of a minor misdemeanor.

...(A) No dealer licensed to sell motor vehicles at retail in this state under Chapter 4517. of the Revised Code shall attach to any motor vehicle offered for sale by the dealer any tag or placard bearing the dealer's name, or the name of the dealer's place of business, whenever the method of attachment involves drilling or otherwise creating holes in any part of the body or trim of the vehicle, unless the purchaser ...

...Nothing in sections 4517.50 to 4517.65 of the Revised Code shall be construed to apply to manufacturers or dealers of manufactured homes as defined in and manufactured pursuant to the "National Manufactured Housing Construction and Safety Standards Act of 1974," 94 Stat. 1641, 42 U.S.C.A. 5401, as amended.

...(A) Except as provided in division (C) of this section, when a franchisor seeks to enter into a franchise to establish an additional new motor vehicle dealer in, or relocate an existing new motor vehicle dealer at a location in, a relevant market area where the same line-make of motor vehicle is then represented, the franchisor shall first give notice in writing, by certified mail, to the motor vehicle dealers board ...

...In determining whether good cause has been established by the franchisor to establish an additional new motor vehicle dealer or to relocate an existing new motor vehicle dealer as provided in section 4517.50 of the Revised Code, the motor vehicle dealers board shall take into consideration the existing circumstances, including, but not limited to, all of the following: (A) The effect of an additional or relocated de...

...ssion or safety inspections required by law; (j) Goodwill or policy repairs or replacements; (k) Repairs for which volume discounts have been negotiated with government agencies or insurance carriers; (l) Repairs performed on vehicles from a different line-make; (m) Replacement of tires or related elements. (5) The franchisee provides notice of its retail labor rate and retail parts markup percentage calcul...

...(A) As used in this section: (1) "Stop-sale or do-not-drive order" means a notification issued by a motor vehicle manufacturer to its franchised motor vehicle dealers stating that certain used motor vehicles in inventory shall not be sold, either at retail or wholesale, leased, or driven due to a federal safety recall or a federal or state emissions recall. (2) "Average trade-in value" means the approximate monet...

...(A) Each franchisor shall specify to its franchisees in writing the delivery and preparation obligations of the franchisees prior to the delivery of new motor vehicles to retail buyers. A copy of the delivery and preparation obligations, which shall constitute the franchisee's only responsibility for product liability between the franchisee and the franchisor, and a schedule of compensation to be paid franchisees for...

...e under any bankruptcy or receivership law; (2) Any unlawful business practice after written warning thereof; (3) The franchisee has ceased business operations. Each notice shall set forth the specific grounds for the proposed termination, cancellation, or refusal to continue or renew. (C) Prior to the effective date of the proposed action, a franchisee receiving written notice from a franchisor proposing to...

... proposed action, unless prohibited by law or regulation: (1) As a result of any change in ownership, operation, or control of all or any part of the business of the manufacturer, factory branch, distributor, or distributor branch, whether by sale or transfer of assets, corporate stock or other equity interest, or by assignment, merger, consolidation, combination, joint venture, redemption, operation of law, ...

...e under any bankruptcy or receivership law, is the result of any unlawful business practice after written warning thereof, is the result of the franchisee ceasing business operations, or is the result of the voluntary act of the new motor vehicle dealer. (D) This section and section 4517.541 of the Revised Code shall not apply to a termination, cancellation, discontinuance, or nonrenewal of a franchise that re...

...(A) In determining whether good cause has been established by the franchisor for terminating, cancelling, or failing to continue or renew a franchise, the motor vehicle dealers board shall take into consideration the existing circumstances, including, but not limited to: (1) The amount of retail sales transacted by the franchisee during a five-year period immediately preceding such notice as compared to the business...

...(A) If the sale or transfer of the business and assets or all or a controlling interest in the capital stock of a new motor vehicle dealer contemplates or is conditioned upon a continuation of the franchise relationship with the franchisor, and the proposed transferee has indicated a willingness to comply with all of the requirements of the franchise then in effect, the franchisee shall notify the franchisor of such ...

...e board shall designate an attorney at law as a hearing officer, who shall hear and consider the oral and documented evidence introduced by the parties and other interested individuals and groups, and issue his findings and recommendations to the board within thirty days following the close of the hearing. (B) The parties may engage in discovery, prior to the hearing, in accordance with the Rules of Civil Proc...

...The decision of the motor vehicle dealers board on any matter heard under section 4517.57 of the Revised Code shall be in writing and shall contain findings of fact and a determination of the issues presented. If the board fails to act within thirty days after the board receives a proposed decision from the hearing officer or within any longer period mutually agreed upon by the parties, the proposed decision shall be...

...dopted thereunder, or any other federal law or regulation, provide reimbursement to any individual or entity that is not a franchisee for labor and parts used to fulfill warranty and recall work, unless the work is required for emergency service, or is performed by a service center owned by the manufacturer on employee- or company-owned vehicles only, or the work is warranty service by employees of a fleet operator o...

...Notwithstanding the terms, conditions, or provisions of any franchise, or the date such franchise was executed, each franchisor shall indemnify and hold harmless its franchisees against any losses, including, but not limited to, court costs and attorney fees reasonably incurred, or damages arising out of complaints, claims, or suits, whether or not meritorious, relating in whole or in part to claims under section 134...

...Each franchisor shall disclose to its franchisees in writing prior to or at the time of delivery of any new motor vehicle any damage to the motor vehicle that has been corrected after completion of the manufacturing process and exceeds six per cent of the franchisor's suggested retail price of the motor vehicle, as measured by retail repair costs. Each franchisee shall provide the purchaser of any such repaired motor...

...A franchisee having a franchise shall maintain adequate physical facilities and personnel so that the franchisor's product is at all times properly represented in the franchisee's sales area so that the reputation and trade mark of the franchisor shall be protected and so that the general public will receive adequate servicing of the franchisor's products, and said franchisee shall act at all times in good faith.

...All actions of the franchisor or its officers, agents, or employees with respect to the creation, modification, interpretation, or termination of the franchise, or failure to renew or extend the franchise or the original investment or the increasing or supplementing of the investment by the franchisee in the franchise and its stipulations as to facilities, purchases of goods, vehicles, accessories, parts, or commodit...

...(A) No franchisor shall do any of the following: (1) Fail to obey a requirement or order made by the motor vehicle dealers board, or the order of any court upon application of the board; (2) Fail to perform a duty imposed upon it by sections 4517.50 to 4517.65 of the Revised Code or do any act prohibited by those sections. (B) No franchisee or prospective transferee shall fail to perform a duty imposed upon it by ...

...t exclusive of other remedies at common law or under other statutes.

...(A) Every corporation that fails to: (1) Keep the books of account, minutes of proceedings, or records of shareholders as required by section 1701.37 of the Revised Code; (2) Comply with division (C) of section 1701.11 of the Revised Code with respect to mailing a copy of an amendment to, or copy of new, regulations; (3) Perform the obligation imposed on it by division (C) of section 1701.25 of the Revised Code...

...ion to any other liabilities imposed by law upon directors of a corporation and except as provided in division (B) of this section, directors shall be jointly and severally liable to the corporation as provided in division (A)(2) of this section if they vote for or assent to any of the following: (a) The payment of a dividend or distribution, the making of a distribution of assets to shareholders, or the purchase or...

... benefit corporation to comply with all laws otherwise applicable to a domestic corporation or contracts by which the benefit corporation is bound, and divisions (B) and (C) of this section shall not limit or restrict the imposition of any remedy available under such otherwise applicable laws or contracts.

...No person shall exercise or attempt to exercise any rights, privileges, immunities, powers, franchises, or authority under the articles of a domestic corporation after such articles have been canceled or after such corporation has been dissolved or after the period of existence of the corporation specified in its articles has expired, except such acts as are incident to the winding up of the affairs of such corporati...

...d under said sections or under previous laws of this state. (B) Special provisions in the Revised Code for the organization, conduct, or government of designated classes of corporations shall govern to the exclusion of sections 1701.01 to 1701.98, inclusive, of the Revised Code, on the same subject, except where it clearly appears that a special provision is cumulative, in which case it and the provisions of said se...

...Whoever violates section 1701.97 of the Revised Code shall be fined not less than one hundred nor more than one thousand dollars.

...nonprofit corporation formed under the laws of this state, or a business corporation formed under the laws of this state that, by amendment to its articles as provided by law, becomes a nonprofit corporation. (B) "Foreign corporation" means a nonprofit corporation formed under the laws of another state. (C) "Nonprofit corporation" means a domestic or foreign corporation that is formed otherwise than for the p...

...by the articles, the regulations, the bylaws, or by applicable law, any notice required by this chapter shall be in writing and shall be delivered personally or sent by telegram, by the use of authorized communications equipment, or by United States mail, express mail, or courier service, with postage or fees prepaid. (B) In computing the period of time for the giving of a notice required or permitted under this cha...

...e or purposes for which natural persons lawfully may associate themselves, except that when there is a special provision in the Revised Code for the formation thereunder of a designated class of corporations, a corporation of such class shall be formed thereunder.

... organization, or association; (5) Any lawful provision for the purpose of defining, limiting, or regulating the exercise of the authority of the corporation, the incorporators, the directors, the officers, the members, or any class of members, or creating or defining rights and privileges of the members among themselves or in the property of the corporation, or governing the distribution of assets on dissolution; ...

...(A) Except as provided in this section and in sections 1702.41 and 1702.411 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state's office any articles if the corporate name set forth in the articles is not distinguishable upon the secretary of state's records from any of the following: (1) The name of any other corporation, whether a nonprofit corporation or a business c...

... office under this section or any other law of this state that authorizes service upon the secretary of state, and shall record the time of such delivery and the secretary of state's action thereafter with respect thereto. (J) This section does not limit or affect the right to serve any process, notice, or demand upon a corporation in any other manner permitted by law. (K) Except when an original appointment of a...

...(A) When articles of incorporation and other certificates relating to the corporation are submitted to the secretary of state, the secretary of state shall, after finding that they comply with the provisions of this chapter, accept the articles and other certificates for filing and make a copy of the articles and other certificates by microfilm or by any authorized photostatic or digitized process. Evidence of the f...

...(A) When an unincorporated society or association, organized for any of the purposes for which a corporation could be formed under this chapter, authorizes the incorporation of that society or association, by the same procedure and affirmative vote of its voting members that the regulations, constitution, or other fundamental agreement of the society or association requires for an amendment to that fundamental agr...

...The fact that a religious society, ecclesiastical society, or church has been continuously in existence since January 1, 1925, claiming to have been legally incorporated as such, and exercising authority and performing duties as such during such time, shall be prima-facie evidence of the due incorporation as claimed by such organization.

...gement of its property, consistent with law and the articles; may elect directors in addition to any directors named in the articles; and may also elect members in addition to any named or provided for in the articles. If the incorporators fail to adopt regulations as authorized by this section within ninety days after the date of incorporation, regulations may be adopted at a meeting of voting members by the affirm...

...(A) Without limiting the generality of such authority, the regulations, whether designated a constitution or rules, or by some other term, may include provisions with respect to the following: (1) The place, if any, and time for holding, the manner of and authority for calling, giving notice of, and conducting, and the requirements of a quorum for, meetings of members, or their elected representatives or delegates; ...

...D) Subject to limitations prescribed by law or in its articles, a corporation may make donations for the public welfare, for religious, charitable, scientific, literary, or educational purposes, or in furtherance of any of its purposes. (E)(1) A corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, c...

...be terminated in the manner provided by law, the articles, or the regulations, and upon the termination of membership for any cause, such fact and the date of termination shall be recorded in the corporation's membership records. (D) Unless the articles or the regulations otherwise provide, all the rights and privileges of a member in the corporation and its property shall cease on termination of membership. (E) I...

... the purposes of any statute or rule of law relating to corporations, be taken to be the members of such corporation, and they shall have all the rights and privileges of members; except that where the provisions in this chapter relating to meetings of directors differ, it shall be sufficient to comply with the provisions relating to directors.

...Each corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, members, directors, and committees of the directors or members. Subject to limitations prescribed in the articles or the regulations upon the right of members of a corporation to examine the books and records, all books and records of a corporation, including the membership r...

...An annual meeting of voting members for the election of directors and the consideration of reports to be laid before such meeting shall be held on a date designated by or in the manner provided for in the articles or the regulations. In the absence of such a designation, the annual meeting shall be held on the first Monday of the fourth month following the close of each fiscal year of the corporation. When the annua...

...(A) Meetings of voting members may be called by any of the following: (1) The chairperson of the board, the president, or, in case of the president's absence, death, or disability, the vice-president authorized to exercise the authority of the president; (2) The directors by action at a meeting, or a majority of the directors acting without a meeting; (3) The lesser of (a) ten per cent of the voting members or (b)...

...Unless the articles or the regulations provide for notice of meetings otherwise than as provided in this section, written notice stating the place, if any, and the time of a meeting and the means, if any, by which the voting members can be present and vote at the meeting through the use of authorized communications equipment, and, in case of a special meeting, the purpose or purposes for which the meeting is called, ...