Ohio Revised Code Search

...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...

...alid by reason of anything contained in laws prohibiting usury or regulating interest rates.

...(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...

...which the attorney general's charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right. (b)(i) The corporation has provided written notice of the proposed transaction, including a copy or summary of the terms of such transaction, at least twenty days before consummation of the le...

...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...

...hat, under any applicable provision of law or under the articles, could be effected or authorized only by or pursuant to a specified vote of the members, the agreement, including any amendments or additions to the agreement proposed at each such meeting, shall be adopted by the same affirmative vote as would be required for that action. (2) For purposes of division (B)(1) of this section, participation by a vo...

... license certificate prescribed by the laws of this state for a foreign corporation transacting business in this state or the application for registration prescribed for a foreign limited partnership, limited liability company, or unincorporated association. (D) Any action to set aside any merger or consolidation on the ground that any section of the Revised Code applicable to the merger or consolidation has n...

...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.

...nversion also must be permitted by the laws under which the converted entity will exist. (B)(1) The written declaration of conversion shall set forth all of the following: (a) The name and form of entity that is being converted, the name and form of entity into which the entity will be converted, and the jurisdiction of formation of the converted entity; (b) If the converted entity is a domestic entity, the ...

...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...

...n accordance with the regulations and bylaws until the affairs of the corporation are completely wound up. Subject to the orders of courts of this state having jurisdiction over the corporation, the directors shall proceed as speedily as is practicable to a complete winding up of the affairs of the corporation and, to the extent necessary or expedient to that end, shall exercise all the authority of the corporation....

...(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...

...and officers; the name and address of a statutory agent; and, if desired, such other provisions with respect to the judicial dissolution and winding up as are considered necessary or desirable. A certified copy of such order forthwith shall be filed in the office of the secretary of state, whereupon the corporation shall be dissolved. To the extent consistent with orders entered in such proceeding, the effect of such...

...(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 ...

...oration 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 prima-facie evidence of such amendment or of the facts stated in any such certificate, and of the observance and performance of all antecedent conditions necessary to the action which such certificate purp...

...(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 ...

...t exclusive of other remedies at common law or under other statutes.

...ion 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 to any of the following: (1) A distribution of assets to members contrary to law or the articles; (2) A distribution of assets to persons other th...

...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...

... under those sections or under previous laws of this state. (B) Special provisions in the Revised Code for the organization, conduct, or government of designated classes of corporations shall govern to the exclusion of the provisions of sections 1702.01 to 1702.58 of the Revised Code on the same subject, except where it clearly appears that a special provision is cumulative, in which case, that provision and the pro...

...orporated under the general corporation laws of this state, or previous laws, or under special provisions of the Revised Code, or created before September 1, 1851, which corporation has expressedly or impliedly elected to be governed by the laws passed since that date, and whose articles or other documents are filed with the secretary of state, shall file with the secretary of state a verified statement of continued ...

...(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...

...er division (B) of this section and the law enforcement officers employed by the municipal corporation, which standards and criteria may include, but are not limited to, either of the following: (a) Provisions governing the reporting of offenses discovered by the police officers employed by the qualified nonprofit corporation police department to the police department of the municipal corporation; (b) Provisions go...

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