Ohio Revised Code Search

...ept that a majority of the directors in office constitutes a quorum for filling a vacancy in the board. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by the articles, the regulations adopted by the shareholders, the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of th...

...place in this state where its principal office is to be located; (3) Change, enlarge, or diminish its purpose or purposes; (4) Increase or decrease the authorized number of shares of any class; (5) Authorize shares of a new class or classes; (6) Increase or decrease the par value of issued or unissued shares with par value; (7) Change issued or unissued shares of any class, whether with or without par value, in...

...place in this state where the principal office of the corporation is to be located. (8) When the directors have declared a dividend or distribution on any class of outstanding shares of the corporation to be paid in shares of the same class, the directors may adopt an amendment to proportionately increase the authorized number of shares of the class, provided that the corporation has only one class of shares outstan...

...ion; (4) The location of the principal office of the surviving or new corporation in the state under the laws of which the surviving corporation exists or the new corporation is to exist; (5) All additional statements and matters required to be set forth in such an agreement of merger or consolidation by the laws of each state under the laws of which any foreign constituent corporation exists and, in the case of a ...

...xist, and the location of the principal office of the surviving or new entity in that state; (6) All statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists and, in the case of a consolidation, the new entity is to exist; (7) The consent of the surviving or the new entity to be sued and served with process in this state and ...

...ublic corporation's principal executive offices. Such acquiring person statement shall set forth all of the following: (1) The identity of the acquiring person; (2) A statement that the acquiring person statement is given pursuant to this section; (3) The number of shares of the issuing public corporation owned, directly or indirectly, by the acquiring person; (4) The range of voting power, described in division ...

...s of the county in which the principal office of the corporation that issued the shares is located or was located when the proposal was adopted by the shareholders of the corporation, or, if the proposal was not required to be submitted to the shareholders, was approved by the directors. Other dissenting shareholders, within that three-month period, may join as plaintiffs or may be joined as defendants in any ...

...ertificate; (2) Authorization for the officers or directors to abandon the proposed dissolution before the filing of the certificate of dissolution; (3) Any additional provision considered necessary with respect to the proposed dissolution and winding up. (C) If an initial stated capital is not set forth in the articles then before the corporation begins business, or if an initial stated capital is set forth in...

...n in the county in which the principal office of the corporation was to be or is located.

...inst the corporation or its directors, officers, or shareholders for any right or claim existing, or liability incurred, prior to the dissolution, if either of the following brings such an action: (1) The corporation within the time limits otherwise permitted by law; (2) Any other person before five years after the date of the dissolution or within the time limits otherwise required by section 1701.881 of the...

...he corporation maintains its principal office may order the appointment of a provisional director for that corporation if the articles or regulations of the corporation expressly provide for such an appointment. No appointment shall be made until a hearing is held by the court. Notice of the hearing shall be given to each director and the secretary of the corporation in any manner that the court may direct. If...

... on such proposal, and by filing in the office of the secretary of state a copy of said resolution certified by the president or a vice-president and the secretary or an assistant secretary of the corporation, for which filing the secretary of state shall charge and collect a fee of five dollars. Thereafter said corporation shall be deemed to exercise its corporate privileges under the Constitution of this state and ...

...stributable to, its members, directors, officers, or other private persons, except that the payment of reasonable compensation for services rendered and the distribution of assets on dissolution as permitted by section 1702.49 of the Revised Code is not pecuniary gain or profit or distribution of net earnings. In a corporation all of whose members are nonprofit corporations, distribution to members does not dep...

...place in this state where the principal office of the corporation is to be located; (3) The purpose or purposes for which the corporation is formed. (B) The articles also may set forth the following: (1) The names of individuals who are to serve as the initial directors; (2) The names of any persons or the designation of any group of persons who are to be the initial members; (3) Any qualification of membership ...

... certificates filed and recorded in the office of the secretary of state, but no person dealing with the corporation shall be charged with constructive notice of the contents of any such articles or certificates by reason of such filing or recording.

...t that the person is or was a director, officer, employee, or agent of or a volunteer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, member, manager, or agent of or a volunteer of another domestic or foreign nonprofit corporation or business corporation, a limited liability company, or a partnership, joint venture, trust, or other enterprise, against...

...on that is required to be filed in the office of the secretary of state shall recite that the authorization or taking of that action was in a writing or writings approved and signed as specified in this section. (B) Any transmission by authorized communications equipment that contains an affirmative vote or approval of the person described in division (A) of this section is a signed writing for purposes of this sec...

...the corporation maintains its principal office may, pursuant to division (A) of section 1702.521 of the Revised Code, order the appointment of a provisional director for the corporation without regard to the number or qualifications of directors stated in the articles or regulations of the corporation.

...ept that a majority of the directors in office constitutes a quorum for filling a vacancy in the board. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by the articles, the regulations, or the bylaws.

...place in this state where its principal office is or is to be located; (5) The names and addresses of its directors and officers; (6) The name and address of its statutory agent; (7) The date of dissolution, if other than the filing date. (F) The certificate described in division (E) of this section shall be signed by any authorized officer, unless the officer fails to execute and file the certificate within t...

...on in the county in which the principal office of the corporation was to be or is located, and shall forthwith cause written notice of dissolution to be given either personally or by mail to all known creditors of, and to all known claimants against, the dissolved corporation.

...state in which is located the principal office of a voluntarily dissolved corporation or of a corporation whose articles have been canceled or whose period of existence has expired, upon the complaint of the corporation, a majority of the directors, or a creditor or member, and upon such notice to all the directors and such other persons interested as the court considers proper, at any time may order and adjudge in...

...the corporation maintains its principal office may order the appointment of a provisional director for that corporation if the articles or regulations of the corporation expressly provide for such an appointment. No appointment shall be made until a hearing is held by the court. Notice of the hearing shall be given to each director and the secretary of the corporation in any manner that the court directs. The complai...

... or every trade name, registered in the office of the secretary of state, theretofore authorized to transact business in this state, without the consent of the other corporation, limited liability company, limited liability partnership, limited partnership, or trade name registrant, evidenced in writing filed with the secretary of state pursuant to section 1703.04 of the Revised Code, or has failed, after the death o...

...been filed in the secretary of state's office. For such recording the recorder shall charge and collect the same fee as provided for in division (A)(1) of section 317.32 of the Revised Code.