Ohio Revised Code Search

...ure, and suspension of members, and the termination of membership; (3) The fees and dues of members; (4) The rights of members or classes of members, or of their elected representatives or delegates, to vote; the manner of conducting votes of members on matters, including voting by mail, by the use of authorized communications equipment, or by proxy; the specification of the relative rights and privileges among m...

...icles, or the regulations, and upon the termination of membership for any cause, such fact and the date of termination shall be recorded in the corporation's membership records. (D) Unless the articles or the regulations otherwise provide, all the rights and privileges of a member in the corporation and its property shall cease on termination of membership. (E) If permitted by the articles or the regulations of a ...

... the purposes of any statute or rule of law relating to corporations, be taken to be the members of such corporation, and they shall have all the rights and privileges of members; except that where the provisions in this chapter relating to meetings of directors differ, it shall be sufficient to comply with the provisions relating to directors.

...Each corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, members, directors, and committees of the directors or members. Subject to limitations prescribed in the articles or the regulations upon the right of members of a corporation to examine the books and records, all books and records of a corporation, including the membership r...

...An annual meeting of voting members for the election of directors and the consideration of reports to be laid before such meeting shall be held on a date designated by or in the manner provided for in the articles or the regulations. In the absence of such a designation, the annual meeting shall be held on the first Monday of the fourth month following the close of each fiscal year of the corporation. When the annua...

...(A) Meetings of voting members may be called by any of the following: (1) The chairperson of the board, the president, or, in case of the president's absence, death, or disability, the vice-president authorized to exercise the authority of the president; (2) The directors by action at a meeting, or a majority of the directors acting without a meeting; (3) The lesser of (a) ten per cent of the voting members or (b)...

...Unless the articles or the regulations provide for notice of meetings otherwise than as provided in this section, written notice stating the place, if any, and the time of a meeting and the means, if any, by which the voting members can be present and vote at the meeting through the use of authorized communications equipment, and, in case of a special meeting, the purpose or purposes for which the meeting is called, ...

...as the case may be, whether required by law, the articles, the regulations, or (in the case of directors) the bylaws, may be waived in writing, either before or after the holding of such meeting, by any member, or by any director, which writing shall be filed with or entered upon the records of the meeting. A transmission by authorized communications equipment that contains a waiver is a writing for purposes of thi...

...(A) Except as otherwise provided in the articles or the regulations, each member, regardless of class, shall be entitled to one vote on each matter properly submitted to the members for their vote, consent, waiver, release, or other action. (B) Unless the articles or the regulations provide otherwise, voting at elections and votes on other matters may be conducted by mail or by the use of authorized communications ...

...ertified copy of the regulations, the bylaws, or a resolution of the directors, or executive committee of that corporation or business corporation that such authority does not exist or is vested in some other officer or person. (B) When any domestic or foreign limited liability company holds membership in a domestic or foreign corporation, any manager or member of the limited liability company holding that membersh...

...bers, except that no action required by law, the articles, or the regulations to be authorized or taken by a specified proportion or number of the voting members or of any class of voting members may be authorized or taken by a lesser proportion or number. (B) A majority of the voting members present at a meeting, whether or not a quorum is present, may adjourn the meeting from time to time.

...rectors 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.

...(A) Unless the articles or the regulations prohibit the authorization or taking of any action of the incorporators, the members, or the directors without a meeting, any action that may be authorized or taken at a meeting of the incorporators, the members, or the directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by...

...(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.

...(A) Except as provided in division (B) of this section and section 1702.521 of the Revised Code: (1) The number of directors as fixed by the articles or the regulations shall be not less than three or, if not so fixed, the number shall be three, except that if there 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) Subjec...

...(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...

... in control of the corporation; (b) A termination or potential termination of the director's service to the corporation as a director; (c) The director's service in any other position or relationship with the corporation. (2) A director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause reliance on information, opinions, reports, o...

...(A) Unless otherwise provided in the articles or the regulations: (1) No contract, action, or transaction is 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 dire...

...ided 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 without the state, includi...

...the articles, the regulations, or the bylaws.

...(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,...

...in the articles, the regulations, the bylaws, or resolutions of the directors. Unless the articles or the regulations otherwise provide, none of the officers need be a director. Any two or more offices may be held by the same person. The officers shall be elected or appointed at such time, in such manner, and for such terms as may be prescribed in the articles or the regulations. In the absence of any such provision,...

...(A) Unless the 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 t...