Ohio Revised Code Search

...(A) To be effective, an agreement of merger shall be consented to by all the members of a constituent limited liability company. (B) After the agreement of merger is approved, and at any time before a certificate of merger is delivered to the secretary of state for filing under section 1706.712 of the Revised Code, a constituent limited liability company may amend the agreement or abandon the merger: (1) As provi...

...(A) After each constituent entity has approved the agreement of merger, a certificate of merger shall be signed on behalf of both of the following: (1) Each constituent limited liability company, as provided in division (A) of section 1706.17 of the Revised Code; (2) Each other constituent entity, as provided in its governing statute. (B) A certificate of merger under this section shall include all of the follo...

...(A) When a merger becomes effective, all of the following apply: (1) The surviving entity continues or comes into existence. (2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity. (3) All property owned by each constituent entity, or series thereof, that ceases to exist vests in the surviving entity without reservation or impairment. (4) All debts, obligations,...

...(A) An entity other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an entity other than a limited liability company pursuant to sections 1706.72 to 1706.723 of the Revised Code and a written declaration of conversion if all of the following apply: (1) The governing statute of the entity that is not a limited liability company authorizes th...

...(A) A declaration of conversion must be consented to by all the members of a converting limited liability company. (B) After a conversion is approved, and at any time before the certificate of conversion is delivered to the secretary of state for filing under section 1706.722 of the Revised Code, a converting limited liability company may amend the declaration or abandon the conversion: (1) As provided in the dec...

...(A) After a declaration of conversion is approved, both of the following apply: (1) A converting limited liability company shall deliver to the secretary of state for filing a certificate of conversion. The certificate of conversion shall be signed as provided in division (A) of section 1706.17 of the Revised Code and shall include all of the following: (a) A statement that the converting limited liability compan...

...(A) When a conversion takes effect, all of the following apply: (1) All property owned by the converting entity, or series thereof, remains vested in the converted entity. (2) All debts, obligations, or other liabilities of the converting entity, or series thereof, continue as debts, obligations, or other liabilities of the converted entity. (3) An action or proceeding pending by or against the converting entit...

...(A) If a member of a constituent or converting limited liability company will have personal liability with respect to a surviving or converted entity, approval or amendment of a plan of merger or a declaration of conversion are ineffective without the consent of the member, unless both of the following conditions are met: (1) The limited liability company's operating agreement provides for approval of a merger or c...

...Sections 1706.71 to 1706.74 of the Revised Code do not preclude an entity from being merged or converted under law other than this chapter.

...(A) An operating agreement may establish or provide for the establishment of one or more designated series of assets that has both of the following: (1) Either or both of the following: (a) Separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; (b) A separate purpose or investm...

...(A) Subject to division (B) of this section, both of the following apply: (1) The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limited liability company generally or any other series thereof. (2) None of the debts, liabilities...

...(A) Assets of a series may be held directly or indirectly, including in the name of the series, in the name of the limited liability company, through a nominee, or otherwise. (B) If the records of a series are maintained in a manner so that the assets of the series can be reasonably identified by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentag...

...The statement of limitation on liabilities of a series required by division (B)(3) of section 1706.761 of the Revised Code is sufficient regardless of whether either of the following applies: (A) The limited liability company has established any series under this chapter when the statement of limitations is contained in the articles of organization; (B) The statement of limitations makes reference to a specific s...

...(A) A person shall not voluntarily dissociate as a member associated with a series. (B) A person's dissociation from a series is wrongful only if one of the following applies: (1) The person's dissociation is in breach of an express provision of the operating agreement. (2) The person is expelled as a member associated with the series by determination of a tribunal under division (E) of section 1706.765 of the ...

...A person is dissociated as a member associated with a series when any of the following occurs: (A) An event stated in the operating agreement as causing the person's dissociation from the series occurs. (B) The person is dissociated as a member of the limited liability company pursuant to section 1706.411 of the Revised Code. (C) The person is expelled as a member associated with that series pursuant to the ope...

...(A) A person who has dissociated as a member associated with a series shall have no right to participate in the activities and affairs of that series and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated from that series. (B) A person's dissociation as a member associated with a series does not of itself discharge the person from any debt, ...

...A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided by section 1706.761 of the Revised Code.

...A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the following: (A) The dissolution of the limited liability company under section 1706.47 of the Revised Code; (B) An event or circumstance that the operating agreement states causes dissolution of the series; (C) The consent of all of the members associated with the series; (D) The passage of ninety days after t...

...(A) A dissolved series continues its existence as a series but shall not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs. Appropriate activities include all of the following: (1) Collecting the assets of the series; (2) Disposing of the properties of the series that will not be distributed in kind to persons owning membership interests associated with the serie...

...(A) Subject to division (C) of section 1706.769 of the Revised Code, after dissolution of a series, the remaining members associated with the series, if any, and if none, a person appointed by all holders of the membership interest last assigned by the last person to have been a member associated with the series, may wind up the series' activities. (B) The appropriate tribunal may order supervision of the winding u...

...(A) A dissolved series may dispose of any known claims against it by following the procedures described in division (B) of this section, at any time after the effective date of the dissolution of the series. (B) A dissolved series may give notice of the dissolution in a record to the holder of any known claim. The notice shall do all of the following: (1) Identify the limited liability company and the dissolved s...

...(A) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series present them in accordance with the notice. (B) The notice authorized by division (A) of this section shall meet all of the following criteria: (1) It shall be posted prominently on the principal web site then maintained by the limited liability company, if any, and provided to the secret...

...(A) Upon the winding up of a series, payment or adequate provision for payment shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities of the series. (B) After a series complies with division (A) of this section, any surplus shall be distributed as follows: (1) First, to...

...This chapter modifies, limits, and supersedes the federal "Electronic Signatures in Global and National Commerce Act," 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede 15 U.S.C. 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. 7003(b).

...A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.

...ndertaking, or carrying out of a county renewal project located within an area in which such public body is authorized to act, may, upon such terms, with or without consideration as it may determine: dedicate, sell, convey, or lease any of such public body's interest in any property or grant easements, licenses, or other rights or privileges therein to a county; incur the entire expense of any public improvements mad...

...xecuted by a county respecting a county renewal project thereof and purporting to convey any right, title, or interest in any property under sections 303.26 to 303.56, inclusive, of the Revised Code, shall be conclusively presumed to have been executed in compliance with the applicable provisions of said sections insofar as title or other interest of any bona fide purchasers, lessees, or transferees of such property ...

...evised Code, with respect to any county renewal project or projects, may set up, establish, and maintain, for and on behalf of the county or any affected office, department, board, or commission thereof, such books, records, budgets, and accounts, and such general, separate, special, or specific funds, including, without limiting the generality of the foregoing, such revolving funds, general expense funds, planning f...

...Any county availing itself of any of the provisions of sections 303.26 to 303.56, inclusive, of the Revised Code, in order to fully effectuate the purposes and objectives of said sections in respect of any planning or project activities thereunder by such county, may, by its board of county commissioners, prescribe such reasonable rules and regulations not inconsistent with said sections, as such board of county comm...

...As used in this section and sections 303.58 to 303.62 of the Revised Code: (A) "Economically significant wind farm" has the same meaning as in section 4906.13 of the Revised Code. (B) "Large wind farm" and "large solar facility" have the same meanings as in section 4906.01 of the Revised Code. (C)(1) "Material amendment" means an amendment to an existing power siting board certificate for the construction, ope...

...(A) The board of county commissioners may adopt a resolution designating all or part of the unincorporated area of a county as a restricted area, prohibiting the construction of any or all of the following: (1) An economically significant wind farm; (2) A large wind farm; (3) A large solar facility. (B) A resolution described in division (A) of this section may designate one or more restricted areas and shall...

...A resolution designating a restricted area prohibiting the construction of utility facilities, if adopted by the board of county commissioners, becomes effective thirty days after the date of its adoption, unless, within thirty days after the adoption, there is presented to the board of county commissioners a petition, signed by a number of registered electors residing in the county equal to not less than eight per c...

...If a resolution described in this section is adopted and becomes effective under sections 303.58 and 303.59 of the Revised Code, no person shall file, and the power siting board shall not accept, an application for a certificate, or a material amendment to an existing certificate, to construct, operate, or maintain a utility facility in a restricted area where the construction of such a utility facility is prohibited...

...(A) At least ninety days, but not more than three hundred days, prior to applying for a certificate from the power siting board, or a material amendment to an existing certificate, for a utility facility, to be located in whole or in part in the unincorporated area of a county, the person intending to apply shall hold a public meeting in each county where the utility facility is to be located. (B) The applicant sh...

...(A) Not later than ninety days after the public meeting described in section 303.61 of the Revised Code regarding an application for a certificate, or a material amendment to an existing certificate, for a utility facility, the board of county commissioners may adopt a resolution that does either of the following: (1) Prohibits the construction of the utility facility that is the subject of the certificate; (2)...

...A final judgment on the merits issued by a court of competent jurisdiction pursuant to its power of review under Chapter 2506. of the Revised Code, on claims brought under this chapter, does not preclude later claims for damages, including claims brought under 42 U.S.C. 1983, even if the common law doctrine of res judicata would otherwise bar the claim. The general assembly intends that this section be construed to...

...Whoever violates sections 303.01 to 303.25 of the Revised Code shall be fined not more than five hundred dollars for each offense.

...r agencies within the state by which an employee is employed and paid, including any organization using federal funds, provided the federal funds are disbursed by an employer as determined by the above. In all cases of doubt, the school employees retirement board shall determine whether any employer is an employer as defined in this chapter, and its decision shall be final. (B) "Employee" means all of the following...

..."Employee" as defined in division (B) of section 3309.01 of the Revised Code, does not include any of the following: (A) Any person having a license or registration issued pursuant to sections 3319.22 to 3319.31 of the Revised Code and employed in a public school in this state in an educational position, as determined by the department of education and workforce, under programs provided for by federal acts or regu...

...hether to become a member of the school employees retirement system for the particular period of holding office just commencing by filing an election in writing with the school board or governing board treasurer. The election shall be irrevocable while the board member continuously holds office. If the board member does not elect membership in the system, the person shall forever be barred from claiming or purchasing...

...tion 3314.02 of the Revised Code. (B) "Employee," as defined in division (B) of section 3309.01 of the Revised Code, does not include either of the following: (1) Any person initially employed on or after July 1, 2016, by a community school operator and for whom the operator withholds and pays employee and employer taxes pursuant to 26 U.S.C. 3101(a) and 3111(a) beginning with the first paycheck after commencing in...

... subject to rules adopted by the school employees retirement board, any member of the school employees retirement system who was a member with not less than one year of unadjusted service credit prior to active service in the armed forces subsequent to October 31, 1965, and who returns to service as an employee or as an employee in a capacity covered by either the public employees retirement system or the state teach...

...on of the service and subject to school employees retirement board rules, a member may purchase service credit that shall be considered as the equivalent of Ohio service for each year or portion of a year of service incurred by reason of having been on active duty as a member of the Ohio national guard or reserves for which the member is not eligible to purchase credit under division (A)(1) of this section. For purpo...

...ces, the member may apply to the school employees retirement system on a form provided by the system to purchase service credit for service in the uniformed services that shall be considered the equivalent of Ohio service credit. On receipt of the application, the retirement system shall request from the employer that employed the member prior to the military service a certification that the member was employed by th...

...A school employees retirement system is hereby established for the employees as defined in section 3309.01 of the Revised Code, which shall include the several funds created and placed under the management of the school employees retirement board for the payment of retirement allowances and other benefits provided in Chapter 3309. of the Revised Code. The board may sue and be sued, plead and be impleaded, contract an...

...The school employees retirement system shall consist of the plans described in section 3309.18 to 3309.70 of the Revised Code and the plan or plans established under section 3309.81 of the Revised Code.

...nistration and management of the school employees retirement system and making effective Chapter 3309. of the Revised Code are hereby vested in the school employees retirement board which may adopt rules in accordance with section 111.15 of the Revised Code and may authorize its administrative officers, or committees composed of members of said board, to act for the board in accordance with such policies and subject ...

...The school employees retirement board shall do all of the following: (A) In consultation with the Ohio ethics commission, review any existing policy regarding the travel and payment of travel expenses of members and employees of the school employees retirement board and adopt rules in accordance with section 3309.04 of the Revised Code establishing a new or revised policy regarding travel and payment of travel expen...

...The school employees retirement board shall, in consultation with the Ohio ethics commission, develop an ethics policy to govern board members and employees in the performance of their official duties. The board shall submit this policy to the commission for approval. The commission shall review the policy and, if the commission determines that the policy is adequate, approve the policy. If the commission determines...

...(A) The school employees retirement board shall designate a person who is a licensed state retirement system investment officer to be the chief investment officer for the school employees retirement system. The board shall notify the division of securities of the department of commerce in writing of its designation and of any change in its designation within ten calendar days of the designation or change. (B) The ch...