Ohio Revised Code Search

...The authorization or taking of any action by vote, consent, waiver, or release of the members may be rescinded or revoked by the same vote, consent, waiver, or release as at the time of rescission or revocation would be required to authorize or take such action in the first instance, subject to the contract rights of other persons.

...(A) Unless the articles or the regulations prohibit the authorization or taking of any action of the incorporators, the members, or the directors without a meeting, any action that may be authorized or taken at a meeting of the incorporators, the members, or the directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by...

...(A) At a meeting of members at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors. (B) At all elections of directors the candidates receiving the greatest number of votes shall be elected.

...(A) Except as provided in division (B) of this section and section 1702.521 of the Revised Code: (1) The number of directors as fixed by the articles or the regulations shall be not less than three or, if not so fixed, the number shall be three, except that if there are only one or two members of the corporation, the number of directors may be less than three but not less than the number of members. (2)(a) Subjec...

...(A) Unless the articles or the regulations provide for a different term, each director shall hold office until the next annual meeting of voting members and until the director's successor is elected, or until the director's earlier resignation, removal from office, or death. (B) The articles or the regulations may provide for the classification of directors into classes and that the terms of office of the several c...

...(A) The office of a director becomes vacant if the director dies or resigns, which resignation shall take effect immediately or at such other time as the director may specify. (B) A director may be removed from office pursuant to any procedure therefor provided in the articles or in the regulations and such removal shall create a vacancy in the board. (C) Unless the articles or the regulations otherwise provide, th...

...(A) Except where the law, the articles, or the regulations require that action be otherwise authorized or taken, all of the authority of a corporation shall be exercised by or under the direction of its directors. For their own government, the directors may adopt bylaws that are not inconsistent with the articles or the regulations. (B) A director shall perform the director's duties as a director, including the du...

...(A) Unless otherwise provided in the articles or the regulations: (1) No contract, action, or transaction is void or voidable with respect to a corporation because the contract, action, or transaction is between or affects the corporation and one or more of its directors or officers, or is between or affects the corporation and any other person in which one or more of the corporation's directors or officers are dire...

...Unless otherwise provided in the articles, regulations, or bylaws, and subject to the exceptions applicable during an emergency for which provision is made in division (G) of section 1702.11 of the Revised Code: (A) Meetings of the directors may be called by the chairperson of the board, the president, any vice-president, or any two directors. (B) Meetings of the directors may be held at any place within or witho...

...Unless the articles or the regulations otherwise provide, and subject to the exceptions applicable during an emergency for which provision is made in division (G) of section 1702.11 of the Revised Code, a majority of the whole authorized number of directors is necessary to constitute a quorum for a meeting of the directors, except that a majority of the directors in office constitutes a quorum for filling a vacancy i...

...(A) The regulations may provide for the creation by the directors of an executive committee or any other committee of the directors, to consist of one or more directors, and may authorize the delegation to any such committee of any of the authority of the directors, however conferred. (B) The directors may appoint one or more directors as alternate members of any committee described in division (A) of this section,...

...(A) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairperson of the board, one or more vice-presidents, and such other officers and assistant officers as may be deemed necessary, each of whom may be designated by such other titles as may be provided in the articles, the regulations, the bylaws, or resolutions of the directors. Unless the articles or the regu...

...(A) Unless the articles, the regulations, or a written agreement with an officer establishes additional fiduciary duties, the only fiduciary duties of an officer are the duties to the corporation set forth in division (B) of this section. (B) An officer shall perform the officer's duties to the corporation in good faith, in a manner the officer reasonably believes to be in or not opposed to the best interests of t...

...All property acquired by a corporation by purchase, gift, devise, bequest, or otherwise shall be the absolute property of the corporation, unless at the time of acquiring such property it is otherwise in writing specified.

...The directors may authorize any mortgage, pledge, or deed of trust of all or any of the property of the corporation of any description, or any interest therein, for the purpose of securing the payment or performance of any obligation or contract. Unless the articles or the regulations, or the terms of any trust on which the corporation holds any particular property, otherwise provide, no vote or consent of members or...

...No domestic or foreign corporation, or any one on its behalf, shall interpose the defense or make the claim of usury in any proceeding upon or with reference to any obligation of such corporation; nor shall any corporate note, bond, or other evidence of indebtedness, mortgage, pledge, or deed of trust, be set aside, impaired, or adjudged invalid by reason of anything contained in laws prohibiting usury or regulating ...

...(A) The articles may be amended from time to time in any respect if the articles as amended set forth all the provisions that are required in, and only those provisions that may properly be in, original articles filed at the time of adopting the amendment, other than with respect to the initial directors, except that a public benefit corporation shall not amend its articles in such manner that it will cease to be a p...

...(A)(1) Unless the articles or the regulations, or the terms of any trust on which the corporation holds any particular property, otherwise provide, a lease, sale, exchange, transfer, or other disposition of any assets of a mutual benefit corporation may be made without the necessity of procuring authorization from the court under section 1715.39 of the Revised Code, upon the terms and for the consideration, which may...

...Property of any description, and any interest therein, of a corporation, domestic or foreign, may be sold under the judgment or decree of a court, as provided in the Revised Code with respect to similar property of natural persons, at public or private sale, in such manner, at such time and place, on such notice by publication or otherwise, and on such terms, as the court adjudging or decreeing such sale deems equita...

...(A)(1) Pursuant to an agreement of merger, a domestic corporation and one or more additional domestic or foreign entities may be merged into a surviving domestic corporation. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new domestic corporation. If any constituent entity is formed or organized under the laws of any state other than this state or ...

...(A)(1) Pursuant to an agreement of merger between the constituent entities as provided in this section, a domestic corporation and, if so provided, one or more additional domestic or foreign entities, may be merged into a surviving entity other than a domestic corporation. Pursuant to an agreement of consolidation, a domestic corporation together with one or more additional domestic or foreign entities may be consoli...

...(A) The directors of each constituent domestic corporation, upon approving an agreement of merger or consolidation, shall direct that the agreement be submitted to the voting members entitled to vote on it at a meeting of voting members of that corporation held for that purpose. Notice of the meeting shall be given to all members of the constituent domestic corporation entitled to vote at the meeting. The notic...

...(A) Upon adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1702.41 or 1702.411 of the Revised Code, a certificate of merger or consolidation signed by any authorized representative of each constituent entity, shall be filed with the secretary of state. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the information...

...(A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the officers, general partners, or other authorized repre...

...Upon the filing of the certificate of merger or consolidation in compliance with the laws of each state under the laws of which any constituent entity exists, or at any later date that the certificate specifies, the merger or consolidation shall become effective.