Ohio Revised Code Search

...he 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 the corporatio...

...formance of any obligation or contract. Unless otherwise provided in the articles, no vote or consent of shareholders is necessary for such action.

...ncludes rolling stock or movable equipment such as cars, locomotives, or trolley buses, motor buses, or other vehicles, or machines for aerial transportation, may be filed in the office of the secretary of state, and when so filed shall have the same effect, as to the lien created by the mortgage on that rolling stock, movable equipment, or machines, as though filed in the office of the recorder of each county ...

... sign any such instrument may be facsimile, engraved, stamped, or printed. Although any officer of the corporation whose manual or facsimile signature is affixed to any such instrument ceases to be such officer before the instrument is delivered, such instrument nevertheless shall be effective in all respects when delivered.

...er 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 interest rates.

... 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, into the same or a different number of shares of any class with or without par value, theretofore or then authorized; (8) Provide that, as a result of an amendment described in division (B)(6), (7), or (11) of this section, the stated capital of any class of s...

...reated by an amendment to the articles under division (B)(1) of this section have been issued and no option or right to acquire any share of that series is outstanding, the directors may adopt an amendment to reduce the number of shares in that series or to eliminate from the articles all references to the series and to make other appropriate changes that are required by the elimination of the series. (2) Whe...

...ose, by the affirmative votes required under division (A)(1)(a) of this section, and also by the affirmative vote of the holders of at least a majority of disinterested shares voted on the proposal determined as specified in division (C)(9) of section 1704.01 of the Revised Code. (c) Any amendment that would provide that section 1701.831 of the Revised Code does not apply to control share acquisitions of share...

...ized to adopt an amendment to the articles, may, in addition thereto or in lieu thereof, adopt amended articles by the same action or vote as that required to adopt the amendment. (B) The directors may adopt amended articles to consolidate the original articles and all previously adopted amendments to the articles that are in force at the time, or the shareholders at a meeting held for such purpose may adopt ...

...very service, or any other means of communication authorized by the shareholder to whom the notice and copy or summary are sent, to each shareholder of the corporation of record as of the date on which the directors approved the amendment or amended articles. The notice shall be sent to the shareholders within twenty days after the filing of the certificate required by division (A)(1) of this section. (3) Any ...

...adjust or eliminate rights to, accrued undeclared cumulative dividends or distributions on the shares of any such class; (3) Changes substantially the purposes of the corporation or provides that thereafter an amendment to change substantially the purposes of the corporation may be adopted; (4) Changes the corporation into a nonprofit corporation. (B) In the cases provided for in divisions (A)(1) and (2) of t...

... of any other applicable statute of the United States relating to reorganization of corporations, a corporation may put into effect and carry out any decrees and orders of the court in the bankruptcy or reorganization proceeding and may take any corporate action provided or directed by such decrees and orders, without further action by its directors or shareholders. Authority may be exercised, and corporate actions m...

... following: (a) Alter or change the amount or kind of shares, securities, money, property, or rights to be received in exchange for the assets; (b) Alter or change to any material extent the amount or kind of liabilities to be assumed in exchange for the assets; (c) Alter or change any other terms and conditions of the transaction if any of the alterations or changes, alone or in the aggregate, would material...

...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 equitable and proper, but it shall not be necessary to appraise such property or to advertise the sale thereof otherwise than as the court adjudges or decrees.

...n the case of a consolidation, the articles of the new corporation or a provision that the articles of a specified domestic constituent corporation with such amendments as may be set forth in the agreement shall be the articles of the new corporation; (5) In the case of a consolidation, the name and address of the statutory agent upon whom any process, notice, or demand against any constituent corporation or the new...

...n the case of a consolidation, the articles of the new corporation, or a provision that the articles of a specified domestic constituent corporation, with any amendments that are set forth in the agreement, shall be the articles of the new corporation; (5) In the case of a consolidation, the name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the new dom...

...of the converting entity; (b) The articles of the converted corporation; (c) All statements and matters required to be set forth in an instrument of conversion by the laws under which the converting entity exists; (d) The terms of the conversion; the mode of carrying them into effect; and the manner and basis of converting the interests or shares of the converting entity into, or substituting the interests or...

... process in this state and the irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding in this state to enforce against the surviving or new corporation any obligation of any domestic constituent corporation or to enforce the rights of a dissenting shareholder of any domestic constituent corporation; (7) If it is desired that the surviving or new corporation tran...

... shall be effected if there are reasonable grounds to believe that the surviving or new entity would be rendered insolvent by the conversion or substitution. (4) If the surviving or new entity is a foreign corporation, all additional statements and matters, other than the name and address of the statutory agent, that would be required by section 1701.78 of the Revised Code if the surviving or new corporation were a...

...d entity is a domestic entity, the complete terms of all documents required under the applicable chapter of the Revised Code to form the converted entity; (c) If the converted entity is a foreign entity, all of the following: (i) The complete terms of all documents required under the law of its formation to form the converted entity; (ii) The consent of the converted entity to be sued and served with process ...

...rovision that is permitted, in a merger under section 1701.78 of the Revised Code if the surviving corporation is a domestic corporation or under section 1701.79 of the Revised Code if the surviving corporation is a foreign corporation. (C)(1) To effect the merger, the agreement shall be approved by the directors of each domestic constituent corporation, but it need not be adopted by the shareholders of any domestic...

...rovision that is permitted, in a merger under section 1701.78 of the Revised Code. (C)(1) To effect the merger, the agreement shall be approved by the directors of each domestic constituent corporation and shall be adopted by the shareholders of each domestic constituent corporation in the same manner and with the same notice to and vote of shareholders or holders of a particular class of shares as is required by se...

...hose shares are issued in that merger solely to the shareholders of the parent corporation. (B) Pursuant to an agreement of merger between the constituent corporations as provided in this section and provided that the provisions of Chapter 1704. of the Revised Code do not prevent the merger from being effected, a direct or indirect wholly owned domestic subsidiary may be merged with or into a domestic parent corpora...

... each constituent entity and the state under the laws of which each constituent entity exists; (b) A statement that each constituent entity has complied with all of the laws under which it exists and that the laws permit the merger or consolidation; (c) The name and mailing address of the person or entity that is to provide, in response to any written request made by a shareholder, partner, or other equity ho...

...of the converting entity and the state under the laws of which the converting entity exists; (b) A statement that the converting entity has complied with all of the laws under which it exists and that the laws permit the conversion; (c) The name and mailing address of the person or entity that is to provide a copy of the declaration of conversion in response to any written request made by a shareholder, partn...