Ohio Revised Code Search

...(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.

...n dissolution or otherwise, without the payment of all known obligations of the corporation, or without making adequate provision therefor; (3) The making of loans, other than in the usual conduct of its affairs or in accordance with provisions therefor in the articles, to an officer or director of the corporation other than if, at the time of the making of the loan, a majority of the disinterested directors of the...

...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...

...n, an application for reinstatement and paying to the secretary of state the fee specified in division (Q) of section 111.16 of the Revised Code. The name of a corporation whose articles have been canceled shall be reserved for a period of one year after the date of cancellation. If the reinstatement is not made within one year from the date of the cancellation of its articles of incorporation and it appears that a c...

...(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...

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

...ration organized under the cooperative laws of another state or the District of Columbia or a foreign corporation organized under corporation laws of another state, the District of Columbia, or the United States that operates on a cooperative basis. (I) "Handler" means a person who acquires agricultural products under a sales contract for the purpose of processing or reselling agricultural products. (J) "Mark...

...be organized under this chapter for any lawful purpose permitted to corporations by the laws of this state, except any such purpose that is inconsistent with the provisions of this chapter or other chapters of Title XVII of the Revised Code. This section does not authorize any professional services otherwise prohibited by law. (B) Associations shall be corporations that are deemed nonprofit because they are not orga...

...ivileges granted to corporations by the laws of this state, except as are inconsistent with the express provisions of this chapter.

... members. (E)(1) The association shall pay the expenses, including attorney's fees, incurred by the person in defending the action, suit, or proceeding described in division (A) or (B) of this section, unless either of the following applies: (a) At the time of a person's act or omission that is the subject of an action, suit, or proceeding described in division (A) or (B) of this section, the articles or bylaws of ...

...ting in accordance with the cooperative laws of another state, the District of Columbia, or the United States. (4) It is a state or federally chartered credit union.

...(A) Two or more individuals may form an association under this chapter. (B)(1) Every association shall have and maintain a statutory agent upon whom any process, notice, or demand against the association may be served. The agent shall be one of the following: (a) A natural person who is a resident of this state; (b) A domestic or foreign corporation, nonprofit corporation, limited liability company, partners...

...irectors shall be as specified in the bylaws; (6) The names and addresses of those who are to serve as directors until the first meeting of members or until the election and qualification of their successors; (7) Whether the association is organized with or without capital stock. (a) If the association is organized without capital stock, the articles shall set forth the general rules by which the property rights a...

...(A) The articles of incorporation of an association may be altered or amended at any regular meeting of the association or at any special meeting called for that purpose, provided that the text of the proposed change, or a general description of the change, is contained in the notice of the meeting. An amendment shall first be approved by two thirds of the directors and shall then be adopted by an affirmative vote of...

...is section shall instead be entitled to payment of fair cash value of the affected stock held by such stockholder in accordance with section 1729.46 of the Revised Code. (B) For purposes of this section, a holder of stock is affected as to any class of stock owned by the holder only if an amendment would expressly do any of the following: (1) Decrease the dividends to which that class may be entitled or change the ...

...ciation has been incorporated under the laws of this state; and a copy certified by the secretary of state of any certificate of amendment or other certificate is prima-facie evidence of such amendment or of the facts stated in the certificate, and of the observance and performance of all antecedent conditions necessary to the action that the certificate purports to evidence. (B) A copy of amended articles filed in ...

...ppointment of a statutory agent, and by paying a filing fee of ten dollars. (B) Upon reinstatement of an association's articles of incorporation, the rights, privileges, and franchises, including all real or personal property rights and credits and all contract and other rights, of the association existing at the time that its articles were canceled or the dissolution became effective shall continue in effect as if...

...tion organized under this chapter shall pay to the secretary of state the fees imposed by section 111.16 of the Revised Code. In the case of a certificate of division, the filing fee shall be the same as for a certificate of merger or consolidation. (B) When the articles of incorporation, or a certificate of amendment of articles, or a certificate of merger, consolidation, conversion, division, or dissolution is fil...

...es which shall be provided for in the bylaws or other written agreements, shall be distributed to its members and other eligible patrons on the basis of patronage as provided in the bylaws or other written agreements. Any receipts or dividends from subsidiary corporations, or from stock or other securities owned by the association, may be included in the ordinary receipts of the association, and may be distributed ac...

... amount that each member is required to pay annually or from time to time to carry on the business of the association; any charge to be paid by each member for services rendered by the association, and the time of payment and the manner of collection of such charge; and any marketing contract between the association and its members that every member may be required to sign; (J) The number and qualifications of membe...

...(A) The initial bylaws may be adopted by the association's directors who are to serve until the first member meeting. After the initial bylaws are adopted, bylaws may be adopted and amended only by the members unless the articles or bylaws provide that the board, by a two-thirds vote of the entire board, may adopt or amend the bylaws or any specified bylaw. (B) Any bylaw adopted or amended by the board shall be rep...

...one vote, except that the articles or bylaws of the association may permit the following: (1) Voting by members in accordance with the amount of business done with or through the association. (2) Voting by delegates, including a voting system that provides any one or a combination of the following: (a) That a delegate may cast only one vote; (b) That a delegate may cast one vote for each member represented by the...

...tion 1729.20 of the Revised Code. The bylaws may provide that the notice be given by publication in a newspaper or newspapers of general circulation in the trade area of the association if notice to individual members and affected shareholders is impracticable.

...st, or devise, that are not contrary to law; (7) Apply for, allocate, disburse, and account for grants made available under federal law or from other federal, state, or private sources; (8) Develop a list of disqualifying offenses for licensure as a private investigator or a security guard provider pursuant to sections 9.79, 4749.03, 4749.04, 4749.10, and 4776.10 of the Revised Code; (9) Do all other acts neces...

...January 1, 1997. (4) The suspension or termination of the employment of a person designated as an enforcement agent under division (D)(2) of this section shall be in accordance with Chapter 119. of the Revised Code.

...way patrol within thirty days following termination of such other employment; (2) The member pays into the retirement system, to the credit of the employees' savings fund, an amount equal to the total contributions the member would have paid had the state highway patrol employment not been so interrupted. Such repayment shall begin within ninety days after the member's return to duty with the state highway patrol an...

... taking compensatory time off, upon the termination of employment or the retirement of officers and employees of the subdivision. The special revenue fund may also accumulate resources for payment of salaries during any fiscal year when the number of pay periods exceeds the usual and customary number of pay periods. Notwithstanding sections 5705.14, 5705.15, and 5705.16 of the Revised Code, the taxing authority, by r...

...ibe, on or before the day prescribed by law, including extensions, for filing the generation-skipping transfer tax return under Chapter 13 of subtitle B of the Internal Revenue Code, for the same generation-skipping transfer. The return shall be filed by the distributee in the case of a taxable distribution and by the trustee in the case of a taxable termination. (D) The generation-skipping tax levied by division (B...

...uired by this section. The dissolution, termination, or bankruptcy of a corporation, limited liability company, or business trust does not discharge a responsible officer's, member's, manager's, employee's, or trustee's liability for a failure of the corporation, limited liability company, or business trust to file returns or pay tax due. (H) If an employer required to deduct and withhold income tax from compensat...

...riods longer than fourteen years upon determination by the board that the longer period fixed by the board is necessary in order to justify and render practical the carrying out of a long term plan for new or improved public water supply by the assignee, lessee, vendee, or licensee and that such use of said water during such longer period will fill the greatest foreseeable need and constitute the most reasonable fore...

...inate the agreement by giving notice of termination to all other parties. (F) In order to assist economic development or to provide appropriate state functions and services to any part of the state, the state or any state agency may become a party to a cooperative economic development agreement upon the approval of the governor and the written consent of the legislative authority or governing board of each governme...

...ate the agreement upon giving notice of termination to all the other parties. (F) In order to promote economic development or to provide appropriate state functions and services to any part of the state, the state may become a party to an annexation agreement upon the approval of the director of development and with the written consent of the legislative authority of the municipal corporation and each of the boards ...

...y services, then amendment, renewal, or termination of the separate contract for utility services shall not constitute any part of the consideration for the contract creating a joint economic development district. A contract creating a joint economic development district shall be rebuttably presumed to violate this division if it is entered into within two years prior or five years subsequent to the amendment, renewa...

...r version of this section that required termination due to remarriage and were not resumed prior to September 16, 1998, shall resume on the first day of the month immediately following receipt by the board of an application on a form provided by the board. (4) A surviving spouse of a deceased member of or contributor to a fund established under former Chapter 521. or 741. of the Revised Code whose benefit or pension...

...or exercising put arrangements, and for termination of put arrangements, floating rate interest structures, and credit facilities, upon stated conditions occurring or upon the direction of the absolute obligor, or the issuer, or other person providing the credit facility; (5) Issuance of the bonds as commercial paper pursuant to master bond proceedings without necessity for reauthorization of successive series; and ...

...edit of the licensee issues a notice of termination of the licensee's bond agreement, deposit agreement, or letter of credit; (k) Where the applicant has had a small dealer's, dealer's, or broker's license revoked or has had a small dealer's, dealer's, or broker's license suspended two or more times in the previous five years. (2) The director shall not refuse to grant a small dealer's, dealer's, or broker's lice...

...suant to law or the proceedings for the payment of debt charges. Provision may be made in the applicable proceedings for the establishment in a bond retirement fund of separate accounts relating to debt charges on particular securities, or on securities payable from the same or common sources, and for the application of moneys in those accounts only to specified debt charges on specified securities or categories of s...

...e, notwithstanding that the promise to pay debt charges on the particular securities or fractionalized interests may be limited to payment out of a particular fund or the proceeds from a particular source. (B) Unless a judicial action or proceeding challenging the validity of public obligations or of fractionalized interests in public obligations is commenced by personal service on the chief executive officer or...

...(A) As used in this section: (1) "Large local educational agency" and "qualified school construction bond" have the same meaning as in section 54F of the Internal Revenue Code, 26 U.S.C. 54F. (2) "National limit" means, as applicable, the limitation on the aggregate amount of qualified school construction bonds that may be issued by the states each calendar year under section 54F of the Internal Revenue Code. (3) ...

...em; (2) Eligible as security for the repayment of the deposit of public moneys. (B) Section 9.96 of the Revised Code applies to Chapter 133. securities notwithstanding any other provision in this chapter. (C) A subdivision may enter into an agreement with an agency, including a commission, officer, board, authority, or other instrumentality, of the state or of the federal government for the issuance and sale of Ch...

...-approved settlements under authorizing laws and securities issued under section 2744.081 of the Revised Code; (6) Securities issued to pay costs of permanent improvements to the extent they are issued in anticipation of the receipt of, and are payable as to principal from, federal or state grants or distributions for, or legally available for, that principal or for the costs of those permanent improvements; (7) Se...

... covenants to appropriate annually from lawfully available municipal income taxes or other municipal excises or taxes, including taxes referred to in section 701.06 of the Revised Code but not including ad valorem property taxes, and to continue to levy and collect those municipal income taxes or other applicable excises or taxes in, amounts necessary to meet the debt charges on those securities, which covenants are ...

...f issuing securities for the purpose of paying the cost, in excess of any insurance or condemnation proceeds received by the district, of permanent improvements to respond to the emergency need. (3) The procedures for the election shall be as provided in section 133.18 of the Revised Code, except that: (a) The form of the ballot shall describe the emergency existing, refer to this division as the authority unde...

... Notwithstanding any other provision of law to the contrary, a school district to which this section applies may incur net indebtedness by the issuance of securities in accordance with the provisions of this chapter in excess of the limit specified in division (B) or (C) of section 133.06 of the Revised Code when necessary to raise the school district portion of the basic project cost and any additional funds necessa...

...(2) Net indebtedness for the purpose of paying the county's share of the cost of the construction, improvement, maintenance, or repair of state highways that exceeds an amount equal to one-half of one per cent of its tax valuation. (B) A county shall not incur total net indebtedness that exceeds an amount equal to one of the following limitations that applies to the county: (1) A county with a valuation not exc...

...de revenues to the county sufficient to pay the costs of all current expenses of the facilities payable by the county and to pay the debt charges on the securities and to establish and maintain any contractually required special funds relating to the securities or the facilities. (D) Revenue securities issued under this section shall not be general obligations of the county. Revenue securities issued under thi...

... section need not comply with any other law applicable to notes or bonds but the authorizing proceedings may provide that divisions (B) to (E) of section 133.25 of the Revised Code apply to the sales tax supported bonds or anticipation notes. (G) Any authorized proceedings may contain provisions, subject to any agreements with holders as may then exist, which shall be a part of the contract with the holders, as...

...egislation, or as otherwise provided by law. (I) As used in this section, "current taxes" has the same meaning as in section 323.01 of the Revised Code, and "current year unpaid taxes" and "current year delinquent taxes" have the same meanings as in section 321.341 of the Revised Code.