Ohio Revised Code Search

...(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.

...(A) Subject to division (B)(2) of this section and pursuant to a written declaration of conversion as provided in this section, a domestic corporation may be converted into a domestic or foreign entity other than a for profit corporation or a domestic corporation. The conversion also must be permitted by the laws under which the converted entity will exist. (B)(1) The written declaration of conversion shall se...

...(A) Upon the adoption of a declaration of conversion pursuant to section 1702.461 of the Revised Code, or at a later time as authorized by the declaration of conversion, a certificate of conversion that is signed by an authorized representative of the converting 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...

... upon which the particular department, agency, or authority was advised in writing of the scheduled effective date of the dissolution and was advised in writing of the acknowledgement by the corporation of the applicability of section 1702.55 of the Revised Code. (H) Upon the filing of a certificate of dissolution and those accompanying documents or on a later date specified in the certificate that is not more...

...Following the filing of the certificate of dissolution, the directors shall forthwith cause a notice of voluntary dissolution to be published once a week on the same day of each week for two successive weeks, in a newspaper published and of general circulation 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 ei...

...(A) When a corporation is dissolved voluntarily or when the articles of a corporation have been canceled or when the period of existence of a corporation specified in its articles has expired, the corporation shall cease to carry on its activities and shall do only such acts as are required to wind up its affairs, or to obtain reinstatement of the articles in accordance with section 1702.06, 1702.59, or 1724.06 of th...

...(A) Without limiting the generality of its authority, the court of common pleas of the county in this 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...

...(A) Whenever, after a corporation is dissolved voluntarily or the articles of a corporation have been canceled or the period of existence of a corporation has expired, a receiver is appointed to wind up the affairs of the corporation, all the claims, demands, rights, interests, or liens of creditors, claimants, and members shall be determined as of the day on which the receiver was appointed. Unless it is otherwise o...

...(A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the corporation to be wound up by its directors as in the case of voluntary dissolution, or by proceedings in, and under the order of,...

...(A) Upon the complaint of not less than one-fourth of the directors of the corporation or upon the complaint of not less than one-fourth of the voting members of the corporation, the court of common pleas of the county in which 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 ...

...(A) A copy of the articles or amended articles filed in the office of the secretary of state, certified by the secretary of state, shall be conclusive evidence, except as against the state, that the corporation has been incorporated under the laws of this state; and a copy duly certified by the secretary of state of any certificate of amendment or other certificate filed in the secretary of state's office shall be pr...

...(A) Absent an express agreement to the contrary, a person providing goods to or performing services for a domestic or foreign corporation owes no duty to, incurs no liability or obligation to, and is not in privity with the members or creditors of the corporation by reason of providing goods to or performing services for the corporation. (B) Absent an express agreement to the contrary, a person providing goods to ...

...(A) No officer, director, employee, or agent of a corporation shall, either alone or with another or others, with intent to deceive: (1) Make, issue, deliver, transmit by mail, or publish any prospectus, report, circular, certificate, statement, balance sheet, exhibit, or document, respecting membership rights in, or the activities, assets, liabilities, earnings, or accounts of, a corporation, that is false in any m...

...(A) The members, the directors, and the officers of a corporation shall not be personally liable for any obligation of the corporation. (B) In addition to any other liabilities imposed by law upon directors of a corporation and except as provided in division (D) of this section, directors shall be jointly and severally liable to the corporation as provided in division (C) of this section if they vote for or assent ...

...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...

...(A) Except as provided in sections 1702.01 to 1702.58 of the Revised Code, the provisions of those sections shall apply only to domestic corporations, and except as otherwise provided in this section, the provisions of those sections shall apply to all domestic corporations, whether formed under those sections or under previous laws of this state. (B) Special provisions in the Revised Code for the organization, cond...

...r supervised by another state official, agency, bureau, department, or commission are exempted from this section. (D) The secretary of state shall give notice by ordinary or electronic mail and provide a form for compliance with this section to each corporation required by this section to file the statement of continued existence, such notice and form to be mailed to the last known physical or electronic mail addre...

...(A) Except as otherwise provided in this division, upon reinstatement of a corporation's articles of incorporation in accordance with section 1702.06, 1702.59, or 1724.06 of the Revised Code, the rights, privileges, and franchises, including all real or personal property rights and credits and all contract and other rights, of the corporation existing at the time its articles of incorporation were canceled shall be f...

...(A) As used in this section: (1) "Qualified nonprofit corporation" means a nonprofit corporation that is established under this chapter and to which all of the following apply: (a) The nonprofit corporation is a tax-exempt charitable organization; (b) The nonprofit corporation has other organizations as members, and at least twenty of its members are tax-exempt charitable organizations; (c) The nonprofit corporat...

...Whoever violates section 1702.57 of the Revised Code shall be fined not less than one hundred nor more than one thousand dollars.

...As used in this chapter: (A) "Agricultural cooperative" means a cooperative to which all of the following apply: (1) The cooperative engages in any activity in connection with the propagation, raising, producing, harvesting, storing, drying, handling, processing, or marketing of agricultural products; procuring equipment and supplies or providing services for producers and others; bargaining; and any activity...

...rn associations. (C) A municipal power agency, as "municipal power agency" is defined in section 3734.058 of the Revised Code, is not an association for the purposes of this chapter. (D) This chapter shall be known as the "Ohio Cooperative Law."

... (A) "Public office" includes any state agency, public institution, political subdivision, or other organized body, office, agency, institution, or entity established by the laws of this state for the exercise of any function of government. "Public office" does not include the nonprofit corporation formed under section 187.01 of the Revised Code. (B) "State agency" includes every department, bureau, board, commissi...

...The chief of the division of forestry shall be responsible for the conservation and development of forests within this state. The chief shall be concerned with silvicultural practices, including the proper planting, growing, protecting, harvesting, and managing of trees for such purposes as watershed and soil protection, timber production and utilization, recreation, aesthetics, wildlife habitat development, and urba...

...orrowed from any person or governmental agency or entity for the payment of any item of costs of capital facilities, and all other expenses necessary or incident to planning or determining feasibility or practicability with respect to capital facilities, and such other expenses as may be necessary or incident to the acquisition, construction, reconstruction, rehabilitation, remodeling, renovation, enlargement, improv...

...nd is located, and any state or federal agency that the chief, in the chief's discretion, determines to have an interest in the proposed use, an opportunity of not more than sixty days to review and comment on the proposed use. (e) All other requirements of this chapter will be met. (4) In granting a permit pursuant to this division, the chief shall require that each of the following is met: (a) The toe of t...

...MISSION (A) There is hereby created an agency of the party states to be known as the "Interstate Mining Commission." The commission shall be composed of one commissioner from each party state who shall be the governor thereof. Pursuant to the laws of his party state, each governor shall have the assistance of any advisory body (including membership from mining industries, conservation interests, and such other publi...

...tructure or work constructed by a state agency or by another person on behalf of a state agency pursuant to a contract with the state agency. (B) Before a state agency may issue a bid specification for a proposed public improvement that requires a contractor or subcontractor to enter into a project labor agreement, the state agency shall hold a public hearing on the matter. (C) The state agency shall publish notice...

... use or purchase with, any governmental agency having authority under law to operate such capital facilities, and the director of such department may sublease such capital facilities to, and make other agreements with respect to the use or purchase thereof with, any such governmental agency, or such director may sublease or contract for the operation of such capital facilities in accordance with the applicable provis...

...e state, the state or any department or agency of the state, or any department or agency of the federal government for conservation uses or for park or recreation purposes without the necessity of having to comply with division (A) of this section. (2) Before the board of park commissioners may sell land under division (B)(1) of this section, the board shall offer the land for sale to each of the following pub...

...herwise from any person or governmental agency to be held, used, and applied in accordance with and for the purposes of sections 1551.01 to 1551.25 of the Revised Code; (B) Contract for the operation of, and establish rules for the use of, facilities over which the director has supervision or control, which rules may include the limitation of ingress to or egress from such facilities as may be necessary to maintain ...

...d Code. (D) Any instrument by which an agency acquires real property pursuant to this section shall include all of the following: (1) The name of the agency that has the use and benefit of the real property in the manner required by section 5301.012 of the Revised Code; (2) A statement of the purpose of the appropriation as provided with the appropriation petition; (3) A statement that the prior owner po...

...Where the agency has the right to take possession of the property before the verdict upon payment into court of a deposit, and a portion of said deposit may be withdrawn immediately by the owner, the amount of the verdict which exceeds the portion of the deposit withdrawable shall be subject to interest from the date of taking to the date of actual payment of the award. Where the agency has no right to take possessi...

...vised Code, the head of the displacing agency shall make an additional payment not to exceed thirty-one thousand dollars to any displaced person who is displaced from a dwelling actually owned and occupied by the displaced person for not less than ninety days prior to the initiation of negotiations for the acquisition of the property. Such additional payment shall include the following elements: (1) The amoun...

...ist and cooperate with any governmental agency in achieving that purpose. (B) In furtherance of that public policy and to implement that purpose, the director of development may: (1) After consultation with appropriate governmental agencies, enter into agreements with persons engaged in industry, commerce, distribution, development of tourism attractions or professional sports facilities, or research and with gov...

...other law enforcement or administrative agency which are in the possession of the division of securities shall in no event be available to inspection by other than law enforcement agencies, state agencies, federal agencies, and other entities as set forth by rules adopted by the division. (D) All public records shall be prepared and made available promptly to any member of the general public at all reasonable times ...

...(A) As used in this chapter, "internet crimes against children task force" means the Ohio internet crimes against children task force recognized by the United States department of justice's internet crimes against children task force program in this state. (B) The Ohio internet crimes against children task force shall do all of the following: (1) Consistent with its federal duties, coordinate a state network of l...

...for adoption by a private child placing agency, the court shall appoint a guardian ad litem, subject to rules adopted by the supreme court, to protect the interest of a child in any proceeding concerning an alleged dependent child if any of the following applies: (a) The parent of the child appears to be mentally incompetent or is under eighteen years of age. (b) There is a conflict of interest between the chil...

...attorney general, each law enforcement agency in this state shall develop and adopt a written policy establishing reasonable procedures to be followed by the law enforcement agency when the agency is informed that a person is or may be a missing person. (C) After a law enforcement agency adopts a written policy as required by division (B) of this section, the peace officers that are employed by that agency sha...

...on conditional release. (C) A person, agency, or facility that is assigned to monitor a defendant or person on conditional release immediately shall notify the trial court on learning that the defendant or person being monitored has violated the terms of the conditional release. Upon learning of any violation of the terms of the conditional release, the trial court may issue a temporary order of detention or, if ne...

...ns, the United States government or any agency thereof, from the state or any agency thereof, or from any political subdivision or any agency thereof, and may agree to repay any contribution of money or return any property contributed or the value thereof in amounts, and on terms and conditions, excluding the payment of interest, as the director determines, and may evidence the obligations by written evidence; ...

...) As used in this section: (1) "County agency" includes any department, authority, commission, office, or board of the county. (2) "Crisis intervention services" means short-term emotional or psychological aid provided in the form of counseling or referral for crime victims. (3) "Emergency services" means the provision of aid including temporary shelter for victims who cannot safely remain in their current lodging...

... of the United States, or with any such agency or organization that is receiving federal funds pursuant to a federal program, and for such purpose may adopt any procedures and take any action not prohibited by the constitution of Ohio nor in conflict with the laws of this state. (B) The board may participate in, give financial assistance to, and cooperate with public and nonprofit private agencies and organizations ...

... from their operation or effect. (B) "Agency" means any public or private organization certified, licensed, or otherwise specially empowered by law or rule to place minors for adoption. (C) "Attorney" means a person who has been admitted to the bar by order of the Ohio supreme court. (D) "Best interest" means the factors a court uses to determine the best interest of a child as set forth in section 3107.161 of ...

... least six months after placement by an agency, or for at least six months after the department of job and family services or the court has been informed of the placement of the person with the petitioner, and the department or court has had an opportunity to observe or investigate the adoptive home, or in the case of adoption by a stepparent, until at least six months after the filing of the petition, or until the c...

...laced for adoption may request that the agency or attorney arranging the child's adoptive placement provide for the birth parent and prospective adoptive parent to enter into an open adoption with terms acceptable to the birth parent and prospective adoptive parent. Except as provided in division (B) of this section, the agency or attorney shall provide for the open adoption if the birth parent and prospective adopti...

...arent's child or adoptive parent to the agency or attorney arranging the adoption. At the request of the birth parent's child or adoptive parent, the agency or attorney shall provide the materials to the child or adoptive parent. A birth parent who signs the component of the form prescribed pursuant to division (A)(1)(e), or (B)(1)(d), of section 3107.083 of the Revised Code shall provide the photographs of the birt...