Ohio Revised Code Search

...Whenever, with respect to the authorization or taking of any action by the members or the directors, the articles or the regulations require the vote, consent, waiver, or release of a greater proportion or number of the members or the directors than that otherwise required by law with respect thereto, the provisions of the articles or the regulations shall control.

...The authorization or taking of any action by vote, consent, waiver, or release of the members may be rescinded or revoked by the same vote, consent, waiver, or release as at the time of rescission or revocation would be required to authorize or take such action in the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

...or entered upon the records of the corporation. Any certificate with respect to the authorization or taking of any action described in this division 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 equipmen...

...(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.

...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) Subject to division (A)(2)(c) of this section, unless the articles or the regulations fix the number of directors or provide the manner in which that number may be fixed or changed by the voting members, the number may be fixed or changed at a meeting of the voting members c...

...(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...

...r 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 duties as a member of any committee of the directors upon which the director may serve, in good faith, in ...

...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 directors or officers, or in which one or more of the corporation's directors or officers have a financial or per...

...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...

...f 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 corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing an office...

...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.

... 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 authorization from the court under section 1715.39 of the Revised Co...

...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 ...

...tors, except that a public benefit corporation shall not amend its articles in such manner that it will cease to be a public benefit corporation. (B) Without limiting the generality of the authority described in division (A) of this section, the articles may be amended to: (1) Change the name of the corporation; (2) Change the place in this state where its principal office is to be located; (3) Change, enlar...

...he 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 consist, in whole or in part, of money or other pr...

...on, 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 equitable and proper, but it sh...

...n 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 under any chapter o...

...ovided 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 consolidated into a new entity other than a domestic corporation, to be formed by that ...

...tors 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 notice shall be a...

...consolidation into a new domestic corporation, the articles of incorporation of the new domestic corporation shall be filed with the certificate of consolidation. (3) In the case of a merger into a domestic corporation, any amendments to the articles of incorporation of the surviving domestic corporation shall be filed with the certificate of merger. Filing requirements with respect to mergers and consolidatio...

...he surviving entity is a domestic corporation, the articles of the domestic surviving corporation in effect immediately prior to the time the merger becomes effective shall continue as its articles after the merger except as otherwise provided in the agreement of merger. In the case of a consolidation, the new entity exists when the consolidation becomes effective, and, if it is a domestic corporation, the art...

...executed in the following form, an arbitration agreement of the type stated in section 2711.23 of the Revised Code shall be presumed valid and enforceable in the absence of proof by a preponderance of the evidence that the execution of the agreement was induced by fraud, that the patient executed the agreement as a direct result of the willful or negligent disregard by the healthcare provider of the patient's right n...

...r or a panel of arbitrators. (C) "Arbitration" means any arbitration, whether or not administered by a permanent arbitral institution. (D) "Arbitration agreement" means an agreement by the parties to submit to arbitration all or certain disputes that have arisen or that may arise between them in respect of a defined legal, contractual or other relationship. (E) "Conciliation" means any conciliation, whether or not...

...pplies to international commercial arbitration and conciliation, subject to any agreement that is in force between the United States or any other state or states. (B) This chapter, except sections 2712.13 to 2712.16 and sections 2712.75 to 2712.79 of the Revised Code, applies only if the place of arbitration or conciliation is in this state.

...(A) An arbitration or conciliation agreement is international if any of the following applies: (1) The parties to an arbitration or conciliation agreement have, at the time of the conclusion of that agreement, their places of business in different states. (2) One of the following places is situated outside the state in which the parties have their place of business: (a) The place of arbitration or conciliation as ...

...An arbitration or conciliation agreement is commercial if it arises out of a relationship of a commercial nature, including any of the following: (A) A transaction for the supply or exchange of goods or services; (B) A distribution agreement; (C) A commercial representation or agency; (D) An exploitation agreement or concession; (E) A joint venture or other related form of industrial or business cooperation; (F...

...t only to international commercial arbitration and conciliation. This chapter does not affect any other provisions of the Revised Code by virtue of which certain disputes may not be submitted to arbitration or conciliation or may be submitted to arbitration or conciliation only in accordance with provisions other than those of this chapter.

...If a provision of this chapter, except sections 2712.53 to 2712.55 of the Revised Code, leaves the parties free to determine a certain issue, that freedom includes the right of the parties to authorize a third party, including an institution, to make that determination.

...ent shall be deemed to include any arbitration or conciliation rules referred to in that agreement.

...If this chapter, other than division (C) of section 2712.44 and division (A) of section 2712.66 of the Revised Code, refers to a claim or defense, it also applies to a counterclaim or a defense to that counterclaim.

...(A) Unless otherwise agreed to by the parties, any written communication is deemed to have been received if it is delivered to the addressee personally or if it is delivered at his place of business, habitual residence, or mailing address, and the communication is deemed to have been received on the day it is so delivered. (B) If none of the places referred to in division (A) of this section can be found after makin...

...pter, or any requirement under the arbitration agreement, has not been complied with and who proceeds with the arbitration without stating his objection to the noncompliance without undue delay or, if a time limit is provided for stating that objection, within that period of time, shall be deemed to have waived his right to object. (B) As used in this section, "any provision of this chapter" means any provision of ...

...n pleas of the county in which the arbitration is located, except that the functions referred to in section 2712.13 of the Revised Code shall be performed by the appropriate court of common pleas selected pursuant to the Rules of Civil Procedure.

...An arbitration agreement may be in the form of an arbitration clause in a contract or in the form of a separate agreement. An arbitration agreement shall be in writing. An agreement is in writing if it is contained in a document signed by the parties or in an exchange of letters, telex, telegrams, or other means of telecommunications that provide a record of the agreement, or in an exchange of statements of claims an...

...rty to an international commercial arbitration agreement commences judicial proceedings seeking relief with respect to a matter covered by the agreement to arbitrate, any other party to the agreement may apply to the court of common pleas for an order to stay the proceedings and to compel arbitration. (B) A timely request for a stay of judicial proceedings made under this section shall be granted.

...(A) It is not incompatible with an arbitration agreement for a party to request a court of common pleas, before or during arbitral proceedings, to issue an interim measure of protection, or for the court to grant such a measure. (B) Any party to an arbitration governed by this chapter may request the court of common pleas to enforce an award of an arbitral tribunal rendered pursuant to section 2712.36 of the Revised...

...In connection with a pending arbitration, the court may grant measures of protection, including the following: (A) An order of attachment issued to assure that the award to which the applicant may be entitled is not rendered ineffectual by the dissipation of party assets; (B) A preliminary injunction granted to protect trade secrets or to conserve goods that are the subject matter of the arbitral dispute.

...In considering a request for interim measures of protection, both of the following apply: (A) The court shall give preclusive effect to any findings of fact of the arbitral tribunal, including the probable validity of the claim that is the subject of the award for interim measures, provided the interim award is consistent with public policy and provided division (B) of this section does not apply. (B) If the arbitr...

...The arbitral tribunal shall consist of one arbitrator, unless the parties agree to another number of arbitrators. A person of any nationality may be an arbitrator, unless the parties agree otherwise.

...e appointed as follows: (1) In an arbitration with a single arbitrator, the appointment shall be made by the court of common pleas upon the request of a party. (2) In an arbitration with more than one arbitrator and two parties, each party shall appoint one arbitrator, and the two appointed arbitrators jointly shall appoint the remaining arbitrators. However, if either party fails to appoint an arbitrator within th...

...Upon the request of a party, the court of common pleas may take the necessary measures to secure the appointment of an arbitrator, unless the agreement on the appointment procedure provides other means for securing the appointment, where, under an appointment procedure agreed upon by the parties, any of the following occurs: (A) A party fails to act as required under that procedure. (B) The parties, or two appointe...

...ement of the parties; (B) Other considerations that are likely to secure the appointment of an independent and impartial arbitrator; (C) In the case of a sole or third arbitrator, the advisability of appointing an arbitrator of a nationality other than those of the parties.

...A decision by the court of common pleas regarding the appointment of an arbitrator pursuant to sections 2712.18 and 2712.19 of the Revised Code is final and not subject to appeal.

...ns whose names are submitted for consideration for appointment or designation as arbitrators or conciliators, or who are appointed or designated as arbitrators or conciliators, within fifteen days of the submission, designation, or appointment, shall disclose to the parties any information that might cause their impartiality to be questioned, including any of the following circumstances: (A) The person has a persona...

...The obligation to disclose information set forth in section 2712.22 of the Revised Code is mandatory and cannot be waived as to the parties with respect to persons serving either as the sole arbitrator or sole conciliator or as the chief or prevailing arbitrator or conciliator. The parties otherwise may agree to waive the disclosure.

...From the time of appointment and throughout the arbitral proceedings, an arbitrator immediately shall disclose to the parties any circumstances referred to in section 2712.22 of the Revised Code that previously were not disclosed.