As Introduced 1
122nd General Assembly 4
Regular Session H. B. No. 600 5
1997-1998 6
REPRESENTATIVES HOUSEHOLDER-CAREY-GRENDELL-REID-OGG-BUCHY- 8
GARCIA-GARDNER-PADGETT-HAINES-LOGAN-TERWILLEGER- 9
HARRIS-METZGER-VESPER-WESTON-ROMAN-WILLAMOWSKI 9/1
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A B I L L
To amend sections 917.01, 917.16, 1707.02, 1729.02, 14
1729.03, 1729.05, 1729.07, 1729.15, 1729.16, 15
1729.22, 1729.23, 1729.25, and 1729.99; to amend, 16
for the purpose of adopting new section numbers 17
as indicated in parentheses, sections 1729.05 18
(1729.06), 1729.07 (1729.08), 1729.15 (1729.27), 19
1729.16 (1729.28), 1729.22 (1729.80), 1729.23 20
(1729.84), and 1729.25 (1729.76); to enact new 21
sections 1729.01, 1729.04, 1729.07, 1729.09, 22
1729.10, 1729.11, 1729.12, 1729.13, 1729.14, 23
1729.16, 1729.17, 1729.18, 1729.19, 1729.20, 24
1729.22, 1729.23, 1729.24, 1729.25, 1729.26, 25
1729.35, 1729.36, and 1729.37 and sections 26
1729.29, 1729.38, 1729.40, 1729.42, 1729.44, 27
1729.46, 1729.47, 1729.49, 1729.55, 1729.56, 28
1729.58, 1729.59, 1729.60, 1729.61, 1729.67, 29
1729.68, 1729.69, 1729.70, 1729.85, and 1729.86; 30
and to repeal sections 1729.01, 1729.04, 1729.06, 31
1729.08, 1729.09, 1729.10, 1729.11, 1729.12, 32
1729.13, 1729.14, 1729.17, 1729.18, 1729.181, 33
1729.19, 1729.191, 1729.192, 1729.20, 1729.21, 34
1729.24, 1729.26, 1729.27, 1729.28, 1729.30, 35
1729.31, 1729.32, 1729.33, 1729.34, 1729.35, 36
1729.36, and 1729.37 of the Revised Code to 37
establish the "Ohio Cooperative Law" by revising 38
the agricultural cooperative law, by repealing 39
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the law governing consumers' and worker-owned 40
cooperatives, and by enacting provisions for 41
mergers, consolidations, divisions, and 42
dissolutions of cooperatives. 43
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO: 45
Section 1. That sections 917.01, 917.16, 1707.02, 1729.02, 47
1729.03, 1729.05, 1729.07, 1729.15, 1729.16, 1729.22, 1729.23, 48
1729.25, and 1729.99 be amended; sections 1729.05 (1729.06), 49
1729.07 (1729.08), 1729.15 (1729.27), 1729.16 (1729.28), 1729.22 50
(1729.80), 1729.23 (1729.84), and 1729.25 (1729.76) be amended 51
for the purpose of adopting new section numbers as indicated in 52
parentheses; and new sections 1729.01, 1729.04, 1729.07, 1729.09, 54
1729.10, 1729.11, 1729.12, 1729.13, 1729.14, 1729.16, 1729.17, 55
1729.18, 1729.19, 1729.20, 1729.22, 1729.23, 1729.24, 1729.25, 56
1729.26, 1729.35, 1729.36, and 1729.37 and sections 1729.29, 57
1729.38, 1729.40, 1729.42, 1729.44, 1729.46, 1729.47, 1729.49, 58
1729.55, 1729.56, 1729.58, 1729.59, 1729.60, 1729.61, 1729.67, 59
1729.68, 1729.69, 1729.70, 1729.85, and 1729.86 of the Revised
Code be enacted to read as follows: 60
Sec. 917.01. As used in this chapter: 69
(A) "Person" means any individual, government agency, 71
political subdivision, partnership, corporation, affiliate or 73
subsidiary of a corporation, association, co-operative 74
association, or other business unit. 75
(B) "Co-operative association" OR "AGRICULTURAL 77
COOPERATIVE ASSOCIATION" means any association AGRICULTURAL 79
COOPERATIVE organized under sections 1729.01 to 1729.27 CHAPTER 80
1729. of the Revised Code, or under the "Co-operative Marketing 83
Associations (Capper-Volstead) Act," 7 U.S.C. 291, 292 (1980), as 85
amended, and qualified to do business in Ohio, if the director of 86
agriculture finds the association has, in good faith, its entire 87
activities under the control of its members and has been and is 88
exercising full authority in the sale of milk or cream for its
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members. 89
(C) "Market area" means any area that the director finds 92
is a natural marketing area and designates as such. 94
(D) "Dealer" or "milk dealer" means a person who purchases 97
or receives milk from a producer for the purpose of bottling, 100
packaging, selling, processing, jobbing, brokering, or 101
distributing the milk except where the milk is disposed of in the 103
same container in which it is received, without removal from the 105
container and without processing in any way except by necessary 107
refrigeration. Any person who buys and distributes milk in 108
containers under the person's own label is a dealer.
(E) "Imitation" means imitation as described in 21 C.F.R. 112
101.3, as amended. 113
(F) "Milk" means the lacteal secretion, substantially free 116
from colostrum, obtained by the complete milking of one or more 117
healthy cows, goats, sheep, or other animals and intended for 118
either of the following purposes: 119
(1) To be sold for human consumption or for use in dairy 122
products;
(2) To be used for human consumption or for use in dairy 125
products on the premises of a governmental agency or institution. 126
"Milk" does not include a blend of the lacteal secretions 128
of different species. 129
(G) "Grade A milk" means milk produced by a person holding 132
a valid producer license of the grade A milk category issued
pursuant to section 917.09 of the Revised Code. 135
(H) "Manufacture milk" means milk produced by a person 138
holding a valid producer license of the manufacture milk category 139
issued pursuant to section 917.09 of the Revised Code. 141
(I) "Producer" or "milk producer" means a grade A milk 144
producer or a manufacture milk producer. 145
(J) "Grade A milk producer" means a person located in this 148
state who sells or offers for sale grade A milk obtained from a
cow, goat, sheep, or other animal that the person owns or 149
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controls. 150
(K) "Manufacture milk producer" means a person located in 153
this state who sells or offers for sale manufacture milk obtained 154
from a cow, goat, sheep, or other animal that the person owns or 155
controls.
(L) "Grade A milk products" means products derived from 158
grade A milk and having the standard of identity, quality, 159
strength, purity, grade, and, if added, permitted optional 160
ingredients found in the standards of identity established for 161
the products in rules adopted by the director under section 162
917.02 or 3715.02 of the Revised Code, and includes: 164
(1) Cottage cheese; 166
(2) Raw, pasteurized, or aseptically processed products 169
derived from milk and described in either of the following:
(a) The most recent published recommendations of the food 172
and drug administration, public health service, United States 174
department of health and human services; 175
(b) Rules adopted by the director. 178
(M) "Manufactured milk products" means all products, other 181
than raw milk for sale to the ultimate consumer and grade A milk 182
products, that are derived from milk and are for human 183
consumption, including:
(1) Butter; 185
(2) Natural or processed cheese; 187
(3) Evaporated, condensed, and dry products; 189
(4) Frozen desserts; 191
(5) Such other products derived from milk as the director 193
may specify by rule that have the standard of identity, quality, 194
strength, purity, grade, and, if added, permitted optional 195
ingredients found in the standards of identity established for 196
the product in rules adopted by the director under section 917.02 197
or 3715.02 of the Revised Code. 199
(N) "Dairy products" means milk, raw milk for sale to the 202
ultimate consumer, grade A milk products, and manufactured milk 203
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products.
(O) "Frozen desserts" means frozen desserts, including the 206
mixes, described in 21 C.F.R. 135, as amended, unless otherwise 208
specified by the director by rule. 209
(P) "Milk plant" means a grade A milk plant or manufacture 213
milk plant.
(Q) "Grade A milk plant" means a place, including a 216
governmental operation, where grade A milk or a grade A milk
product is collected, handled, controlled, processed, stored, 217
pasteurized, ultra-pasteurized, repasteurized, aseptically 218
processed, bottled, or prepared for distribution, but does not 219
include a place where a grade A milk product is purchased in 220
packaged form and is stored and handled for the sole purpose of 221
sale to the ultimate consumer.
(R) "Manufacture milk plant" means a place, including a 224
governmental operation, where manufacture milk or a manufactured 225
milk product is collected, handled, controlled, manufactured, 226
processed, stored, pasteurized, ultra-pasteurized, repasteurized, 227
commercially sterilized, aseptically processed, bottled, or 228
prepared for distribution, but does not include a place where a 229
manufactured milk product is purchased in packaged form and is 230
stored and handled for the sole purpose of sale to the ultimate 231
consumer. 232
(S) "Raw milk for sale to the ultimate consumer" means the 235
raw milk sold or offered for sale by a raw milk retailer. 236
(T) "Raw milk retailer" means a person who, prior to 239
October 31, 1965, was engaged continuously in the business of 241
selling or offering for sale raw milk directly to ultimate 242
consumers.
(U) "Processor" or "milk processor" means a grade A milk 245
processor or a manufacture milk processor. 246
(V) "Grade A milk processor" means a person who operates 250
or controls a milk plant that is located in this state or from 251
which grade A milk or grade A milk products are sold or offered 254
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for sale for human consumption.
(W) "Manufacture milk processor" means any person who 256
operates or controls a manufacture milk plant that is located in 257
this state or from which manufacture milk or manufactured milk 258
products are sold or offered for sale for human consumption. 259
(X) "Weigher, sampler, or tester" means a person who, in 262
order to determine volume, weight, or composition for the purpose 263
of determining price, weighs, tests, or samples either of the 264
following:
(1) Milk at a dairy farm; 266
(2) Milk or cream purchased by a dealer from a milk 268
producer or co-operative association. 269
(Y) "Hauler" or "milk hauler" means a person who owns or 272
leases a vehicle or conveyance used to transport raw milk, but 273
does not include a producer transporting raw milk that the 274
producer has produced. 275
(Z) "License" means a license issued under section 917.09 278
of the Revised Code and includes a registration issued under 280
division (I) of that section. 281
Sec. 917.16. (A) This chapter shall not restrain, limit, 291
prejudice, abrogate, or take from any co-operative association 293
AGRICULTURAL COOPERATIVE the powers, privileges, and rights it 294
has under sections 1729.01 to 1729.27 CHAPTER 1729. of the 295
Revised Code.
(B) Specifically, but without limiting division (A) of 297
this section, this chapter shall not derogate from or prejudice 300
any rights of any co-operative association, provided that the 301
association and its employees comply with the licensing 302
requirements.
Sec. 1707.02. (A) "Exempt," as used in this section, 312
means exempt from sections 1707.08 to 1707.11 and 1707.39 of the 313
Revised Code. 314
(B)(1) Except as provided in division (B)(2) of this 316
section, the following securities are exempt, if the issuer or 317
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guarantor has the power of taxation or assessment for the purpose 318
of paying the obligation represented by the security, or is in 319
specific terms empowered by the laws of the state of issuance to 320
issue securities payable as to principal or interest, or as to 321
both, out of revenues collected or administered by such issuer: 322
(a) Any security issued or guaranteed by the United 324
States; 325
(b) Any security issued or guaranteed by, and recognized, 327
at the time of sale, as its valid obligation by, any foreign 328
government with which the United States is, at the time of sale, 329
maintaining diplomatic relations; 330
(c) Any security issued or guaranteed, and recognized as 332
its valid obligation, by any political subdivision or any 333
governmental or other public body, corporation, or agency in or 334
of the United States, any state, territory, or possession of the 335
United States, or any foreign government with which the United 336
States is, at the time of sale, maintaining diplomatic relations. 337
(2) If a security described in division (B)(1) of this 339
section is not payable out of the proceeds of a general tax, the 341
security is exempt only if, at the time of its first sale in this
state, there is no default in the payment of any of the interest 343
or principal of the security, and there are no adjudications or 344
pending suits adversely affecting its validity. 345
(C) Any security issued by and representing an interest in 347
or an obligation of a state or nationally chartered bank, savings 348
and loan association, savings bank, or credit union, or a 350
governmental corporation or agency created by or under the laws 351
of the United States or of Canada is exempt, if it is under the 352
supervision of or subject to regulation by the government or 353
state under whose laws it was organized.
(D) Any interim certificate is exempt, if the securities 355
to be delivered therefor are themselves exempt, are the subject 356
matter of an exempt transaction, have been registered by 357
description or registered by qualification, or are the subject 358
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matter of a transaction which has been registered by description. 359
(E)(1) Any security, whether a preliminary or final 361
security, is exempt, which, at the time of sale within this 362
state, is listed, or listed upon notice of issuance, on the 363
Cincinnati stock exchange, the Midwest stock exchange, the New 364
York stock exchange, or the American stock exchange, or is 365
designated, or approved for designation upon notice of issuance, 366
as a national market system security on the national association 367
of securities dealers automated quotation system, or is listed or 368
designated on any other stock exchange or national quotation 369
system approved by the division as having listing requirements 370
substantially equivalent to those of any one of those exchanges 371
or systems, and any security senior to any security so listed or 372
designated is also exempt; but these exemptions shall apply only 373
so long as such security remains so listed or designated pursuant 374
to official action of such exchange or system and not under 375
suspension, and only so long as such exchange or system remains 376
approved under this section. 377
(2) Application for approval of a stock exchange or system 379
not approved in this section may be made by any organized stock 380
exchange or system, or by any dealer who is a member of such 381
exchange, in such manner and upon such forms as are prescribed by 382
the division, accompanied by payment of an approval fee of two 383
hundred dollars, and the division shall make such investigation 384
and may hold such hearings as it deems necessary to determine the 385
propriety of giving approval. The cost of such investigation 386
shall be borne by the applicant. The division may enter an order 387
of approval, and if it does so, it shall notify the applicant of 388
such approval. 389
(3) The division may revoke the approval of an exchange or 391
system approved in this section or approved by it upon finding, 392
after due notice, investigation, and hearing, that the practices 393
or requirements of such exchange or system have been so changed 394
or modified, or are, in their actual operation, such that the 395
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contemplated protection is no longer afforded. The principles of 396
res adjudicata ordinarily applicable in civil matters shall not 397
be applicable to this matter, which is hereby declared to be 398
administrative rather than judicial. Notice of the hearing may 399
be given by certified mail at least ten days before such hearing. 400
(4) The division may suspend the exemption of any security 402
described in division (E) of this section by giving notice, by 403
certified mail, to that effect to the exchange or system upon 404
which such security is listed or designated and to the issuer of 405
such security. After notice and hearing, the division may revoke 406
such exemption if it appears to it that sales of such security 407
have been fraudulent or that future sales of it would be 408
fraudulent. The division shall set such hearing not later than 409
ten days from the date of the order of suspension, but may for 410
good cause continue such hearing upon application of the exchange 411
or system upon which such security is listed or designated or 412
upon application of the issuer of such security. 413
(F) Any security, issued or guaranteed as to principal, 415
interest, or dividend or distribution by a corporation owning or 416
operating any public utility, is exempt, if such corporation is, 417
as to its rates and charges or as to the issuance and 418
guaranteeing of securities, under the supervision of or regulated 419
by a public commission, board, or officer of the United States, 420
or of Canada, or of any state, province, or municipal corporation 421
in either of such countries. Equipment-trust securities based on 422
chattel mortgages, leases, or agreements for conditional sale, of 423
cars, locomotives, motor trucks, or other rolling stock or of 424
motor vehicles mortgaged, leased, or sold to, or finished for the 425
use of, a public utility, are exempt; and so are equipment 426
securities where the ownership or title of such equipment is 427
pledged or retained, in accordance with the laws of the United 428
States or of any state, or of Canada or any province thereof, to 429
secure the payment of such securities. 430
(G) Commercial paper and promissory notes are exempt when 432
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they are not offered directly or indirectly for sale to the 433
public. 434
(H) Any security issued or guaranteed by an insurance 436
company, except as provided in section 1707.32 of the Revised 437
Code, is exempt if such company is under the supervision of, and 438
the issuance or guaranty of such security is regulated by, a 439
state. 440
(I) Any security, except notes, bonds, debentures, or 442
other evidences of indebtedness or of promises or agreements to 443
pay money, which is issued by a person, corporation, or 444
association organized not for profit, including persons, 445
corporations, and associations organized exclusively for 446
conducting county fairs, for AGRICULTURAL cooperative marketing 447
SUBJECT TO SECTION 1729.85 OF THE REVISED CODE, or for religious, 450
educational, social, recreational, athletic, benevolent, 451
fraternal, charitable, or reformatory purposes, is exempt, if no 452
part of the net earnings of such issuer inures to the benefit of 453
any shareholder or member of such issuer or of any individual, 454
and if the total commission, remuneration, expense, or discount 455
in connection with the sale of such securities does not exceed 456
two per cent of the total sale price thereof plus five hundred 457
dollars.
(J)(1) Any securities outstanding for a period of not less 459
than five years, on which there has occurred no default in 460
payment of principal, interest, or dividend or distribution for 461
the five years immediately preceding the sale, are exempt. 462
(2) For the purpose of division (J) of this section, the 464
dividend, distribution, or interest rate on securities in which 465
no such rate is specified shall be at the rate of at least four 466
per cent annually on the aggregate of the price at which such 467
securities are to be sold. 468
(K) All bonds issued under authority of Chapter 165. or 470
761., or section 4582.06 or 4582.31 of the Revised Code are 471
exempt. 472
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Sec. 1729.01. AS USED IN THIS CHAPTER: 474
(A) "AGRICULTURAL COOPERATIVE" MEANS A COOPERATIVE TO 476
WHICH ALL OF THE FOLLOWING APPLY: 477
(1) THE COOPERATIVE ENGAGES IN ANY ACTIVITY IN CONNECTION 479
WITH THE PROPAGATION, RAISING, PRODUCING, HARVESTING, STORING, 480
DRYING, HANDLING, PROCESSING, OR MARKETING OF AGRICULTURAL 482
PRODUCTS; PROCURING EQUIPMENT AND SUPPLIES OR PROVIDING SERVICES
FOR PRODUCERS AND OTHERS; BARGAINING; AND ANY ACTIVITY RELATED TO 483
THE FOREGOING. 484
(2) PRODUCERS OR AGRICULTURAL COOPERATIVES EXERCISE MORE 486
THAN FIFTY PER CENT OF THE VOTING CONTROL OF THE COOPERATIVE. 487
(3) THE COOPERATIVE DOES AT LEASE FIFTY PER CENT OF ITS 489
BUSINESS WITH PRODUCERS OR AGRICULTURAL COOPERATIVES. 490
(B) "AGRICULTURAL PRODUCTS" INCLUDES AQUACULTURAL, 492
HORTICULTURAL, VITICULTURAL, FORESTRY, DAIRY, LIVESTOCK, POULTRY, 494
BEE, AND FARM PRODUCTS, AND THE PRODUCE OR BYPRODUCTS OF ANY OF 496
SUCH PRODUCTS.
(C) "ASSOCIATION" MEANS ANY CORPORATION ORGANIZED UNDER 498
THIS CHAPTER. 499
(D) "BARGAINING" MEANS THE MUTUAL OBLIGATION OF A HANDLER 501
AND A MARKETING COOPERATIVE TO MEET AT REASONABLE TIMES AND 502
CONFER AND NEGOTIATE IN GOOD FAITH. NEGOTIATIONS MAY INCLUDE ALL 503
TERMS RELATIVE TO TRADING BETWEEN HANDLERS AND PRODUCERS. THE 504
OBLIGATION DOES NOT REQUIRE EITHER PARTY TO AGREE UPON PRICE, 505
TERMS OF SALE, OR ANY OTHER MARKETING AGREEMENT, OR TO MAKE A
CONCESSION. 506
(E) "BOARD" MEANS THE BOARD OF DIRECTORS OF AN 508
ASSOCIATION. 509
(F) "COOPERATIVE" MEANS AN ASSOCIATION OR A FOREIGN 511
ASSOCIATION.
(G) "CORPORATION" MEANS ANY CORPORATION, DOMESTIC OR 513
FOREIGN, THAT IS NOT A COOPERATIVE. 514
(H) "ENTITY," EXCEPT AS OTHERWISE PROVIDED, MEANS A FOREIGN 517
ASSOCIATION, A CORPORATION, OR A FOREIGN OR DOMESTIC LIMITED 518
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LIABILITY COMPANY.
(I) "FOREIGN ASSOCIATION" MEANS A CORPORATION ORGANIZED 520
UNDER THE COOPERATIVE LAWS OF ANOTHER STATE OR THE DISTRICT OF 522
COLUMBIA OR A CORPORATION ORGANIZED UNDER THE LAW OF ANOTHER
STATE OR THE DISTRICT OF COLUMBIA AND OPERATING ON A COOPERATIVE 523
BASIS. 524
(J) "HANDLER" MEANS A PERSON WHO ACQUIRES AGRICULTURAL 526
PRODUCTS UNDER A SALES CONTRACT FOR THE PURPOSE OF PROCESSING OR 527
RESELLING THE AGRICULTURAL PRODUCTS. 528
(K) "MARKETING AGREEMENT" MEANS AN AGREEMENT, CONTRACT, OR 530
OTHER ARRANGEMENT BETWEEN A COOPERATIVE AND A MEMBER IN WHICH THE 531
MEMBER AGREES TO MARKET ALL OR A PART OF THE PRODUCTS OR PRODUCE 532
PRODUCED BY THE MEMBER, OR AGREES TO PURCHASE ALL OR A PART OF 533
THE MEMBER'S REQUIREMENTS FOR INPUTS, SERVICES, OR SUPPLIES. 534
(L) "MARKETING COOPERATIVE" MEANS ANY AGRICULTURAL 536
COOPERATIVE MEETING THE REQUIREMENTS OF THE "CO-OPERATIVE 537
MARKETING ASSOCIATIONS ACT," 42 STAT. 388 (1922), 7 U.S.C.A. 291, 539
THAT NEGOTIATES SALES CONTRACTS WITH HANDLERS ON BEHALF OF ITS
MEMBERS AND IS NOT IN DIRECT COMPETITION WITH ANY HANDLER WITH 540
WHICH IT NEGOTIATES SUCH CONTRACTS. 541
(M) "MEMBER" MEANS A PERSON WHO HAS BEEN QUALIFIED AND 543
ACCEPTED INTO MEMBERSHIP IN AN ASSOCIATION. 544
(N) "MEMBERSHIP STOCK" MEANS ANY CLASS OF STOCK OR OTHER 546
EQUITY INTEREST IN AN ASSOCIATION, CONTINUOUS OWNERSHIP OF WHICH 547
IS REQUIRED FOR MEMBERSHIP IN AN ASSOCIATION. 548
(O) "PATRONAGE STOCK" MEANS ANY STOCK OR OTHER EQUITY 550
INTEREST IN AN ASSOCIATION THAT WAS ORIGINALLY ISSUED BY THE 551
ASSOCIATION WITH RESPECT TO PATRONAGE TRANSACTIONS. 552
(P) "PERSON" INCLUDES A NATURAL PERSON, PARTNERSHIP, 554
CORPORATION, COOPERATIVE, OR OTHER ENTITY. 555
(Q) "PROCESSING" MEANS CHANGING THE PHYSICAL OR CHEMICAL 557
CHARACTERISTICS OF AGRICULTURAL PRODUCTS. 558
(R) "PRODUCER" MEANS A PERSON ENGAGED IN THE PRODUCTION OF 561
AGRICULTURAL PRODUCTS FOR THE MARKET, INCLUDING A LESSOR OF LAND
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WHO RECEIVES AS RENT PART OF THE AGRICULTURAL PRODUCT OF SUCH 562
LAND.
(S) "SALES CONTRACT" MEANS A MARKETING AGREEMENT OR OTHER 564
SIMILAR ARRANGEMENT BETWEEN A HANDLER AND A PRODUCER, NEGOTIATED 566
BY THE PRODUCER OR BY AN AGRICULTURAL COOPERATIVE ACTING AS AGENT 567
FOR A PRODUCER, UNDER WHICH THE PRODUCER AGREES TO GROW OR
PRODUCE AGRICULTURAL PRODUCTS FOR SALE TO THE HANDLER. 568
Sec. 1729.02. (A) An association may be organized to 577
engage in any activity in connection with the marketing or 579
selling of the agricultural products of its members, with the 580
harvesting, preserving, drying, processing, canning, packing, 581
grading, storing, handling, shipping, or utilization of such
products, or with the manufacturing or marketing of the 582
by-products of such products; to engage in any activity in 583
connection with the manufacturing, selling, or supplying to its 584
members of machinery, equipment, or supplies of any kind; to 585
engage in services in connection with activities authorized by
sections 1729.01 to 1729.27, inclusive, of the Revised Code; or 586
to engage in the financing of the activities enumerated in this 587
section. Such association may be organized to engage in any one 588
or more of such activities, but this UNDER THIS CHAPTER FOR ANY 589
LAWFUL PURPOSE PERMITTED TO CORPORATIONS BY THE LAWS OF THIS 590
STATE, EXCEPT ANY SUCH PURPOSE THAT IS INCONSISTENT WITH THE 591
PROVISIONS OF THIS CHAPTER OR OTHER CHAPTERS OF TITLE XVII OF THE 593
REVISED CODE. THIS section does not authorize any professional 594
services otherwise prohibited by law. 595
(B) ASSOCIATIONS SHALL BE DEEMED NONPROFIT BECAUSE THEY 597
ARE NOT ORGANIZED FOR THE PURPOSE OF MAKING A PROFIT FOR 598
THEMSELVES AS SUCH, OR FOR THE PURPOSE OF MAKING A PROFIT FOR 599
THEIR MEMBERS AS SUCH, BUT FOR THEIR MEMBERS AS PATRONS. 600
(C) THIS CHAPTER SHALL BE KNOWN AS THE "OHIO COOPERATIVE 603
LAW."
Sec. 1729.03. Each association incorporated under sections 612
1729.01 to 1729.27, inclusive, of the Revised Code THIS CHAPTER 613
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shall have the following powers: 614
(A) It may engage in any activity in connection with the 616
marketing, selling, preserving, harvesting, drying, processing, 618
manufacturing, canning, packing, grading, storing, handling, or 619
utilization of any agricultural products produced or delivered to 620
it by its members or others, or with the manufacturing or 621
marketing of the by-products of such products; any activities in 622
connection with the purchase, sale, hiring, or use, by its
members or others, of supplies, machinery, or equipment of any 623
kind; may engage in services in connection with any activities 624
authorized by sections 1729.01 to 1729.27, inclusive, of the 625
Revised Code, or may engage in the financing of such activities. 626
Such association may engage in any one or more of the activities 627
specified in this section but this section does not authorize any
professional services otherwise prohibited by law. 628
Any such association may limit its activities to the 630
handling or the marketing of products of its own members, except 632
for storage. If it handles the products of nonmembers, the total 633
of such nonmembers' products handled by it in any fiscal year 634
must not exceed the total of similar products handled by the 635
association for its own members during the same period.
(B) It may borrow money without limitation as to amount of 637
corporate indebtedness or liability except in the case of 638
associations organized with capital stock, and may make advance 639
payments and other advances to members or others. 640
(C) It may act as the agent or representative of any 642
members in any of the activities mentioned in divisions (A) and 643
(B) of this section.
(D) It may purchase, otherwise acquire, hold, own, 645
exercise all rights of ownership in, sell, transfer, pledge, 646
guarantee the payment of dividends or interest on, or guarantee 647
the retirement or redemption of shares of capital stock or bonds 648
of any corporation or association engaged in any activity
directly related to the association's own authorized activities 649
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or in the warehousing, handling, or marketing of any of the 650
products handled by the association. 651
(E) It may establish reserves and invest the funds thereof 653
in bonds or in such other property as is provided in the bylaws 654
MAKE CONTRACTS, INCUR LIABILITIES, AND BORROW MONEY; ISSUE 655
CAPITAL STOCK AND CERTIFICATES REPRESENTING EQUITY INTERESTS OR 657
INDEBTEDNESS; ACQUIRE PROPERTY; AND DISPOSE OF, MORTGAGE, PLEDGE, 658
LEASE, OR OTHERWISE USE IN ANY MANNER, ANY OF ITS PROPERTY, OR 659
ANY INTEREST IN ITS PROPERTY, WHEREVER SITUATED.
(B) IT MAY INVEST ITS FUNDS, LEND MONEY FOR ITS PURPOSES, 661
AND HOLD ANY PROPERTY AS SECURITY FOR REPAYMENT. 662
(C) IT MAY ACT AS THE AGENT OR REPRESENTATIVE OF ANY 664
MEMBERS IN ANY ACTIVITIES AUTHORIZED BY THIS CHAPTER. 665
(D) IT MAY CONDUCT ITS BUSINESS AND AFFAIRS, HAVE OFFICES, 667
AND EXERCISE ITS POWER IN THE UNITED STATES OR IN ANY FOREIGN 668
COUNTRY. 669
(E) IT MAY ESTABLISH RESERVES AND INVEST THESE FUNDS. 671
(F) It may buy, hold, and exercise all privileges of 673
ownership over such real or personal property as is necessary, 674
convenient, or incidental to the conduct of any authorized 675
business of the association.
(G) It may establish, secure, own, and develop patents, 677
trademarks, and copyrights. 678
(H) NOTWITHSTANDING CHAPTER 169. OF THE REVISED CODE, IT 681
MAY EFFECT THE FORFEITURE OF ANY UNCLAIMED FUNDS, INCLUDING ANY 682
UNCLAIMED STOCKS OR OTHER EQUITY INTERESTS, DIVIDENDS, AND 683
PATRONAGE ALLOCATIONS, FOR WHICH THE OWNER CANNOT BE FOUND AFTER 685
A PERIOD OF THREE YEARS. NOTICE OF THE EXISTENCE OF THESE 686
UNCLAIMED FUNDS AND A REQUEST FOR WRITTEN ACKNOWLEDGMENT FROM THE
OWNER TO THE ASSOCIATION SHALL BE EVIDENCE OF A BONA FIDE ATTEMPT 687
TO DELIVER THE UNCLAIMED FUNDS TO THE OWNER. IF THE NOTICE IS 688
NOT ACKNOWLEDGED WITHIN THIRTY DAYS AFTER THE NOTICE IS SENT OR 689
WITHIN THE PERIOD SPECIFIED IN THE NOTICE, IF LONGER, ALL SUCH 690
UNCLAIMED FUNDS SPECIFIED IN THE NOTICE ARE THEREAFTER FORFEITED 691
16
AND BECOME THE PROPERTY OF THE ASSOCIATION.
(I) IT MAY MAKE DONATIONS FOR CHARITABLE, SCIENTIFIC, 693
EDUCATIONAL, COMMUNITY DEVELOPMENT, OR RELIGIOUS PURPOSES, AND 694
MAY USE ALL OR PART OF THE FUNDS FORFEITED TO THE ASSOCIATION 695
UNDER DIVISION (H) FOR THESE PURPOSES. 696
(J) It may do everything necessary, suitable, or proper 698
for the accomplishment of any of the purposes enumerated in this 699
section, or conducive to or expedient for the interest or benefit 701
of the association, and may contract accordingly. In addition it 702
may exercise and possess all powers, rights, and privileges 703
necessary or incidental to the purposes for which the association 704
is organized or to the activities in which it is engaged, and
also any other powers, rights, and privileges granted to ordinary 706
corporations by the laws of this state, except such as are 708
inconsistent with the express provisions of sections 1729.01 to 709
1729.27, inclusive, of the Revised Code, it may do any such thing 711
anywhere THIS CHAPTER.
Sec. 1729.04. (A) THE NAME OF ANY ASSOCIATION ORGANIZED 713
UNDER THIS CHAPTER SHALL INCLUDE THE WORD OR ABBREVIATION 714
"COOPERATIVE," "COOP," "CO-OPERATIVE," "CO-OP," "ASSOCIATION," 716
"ASSN.," "COMPANY," "CO.," "INCORPORATED," "INC.," "CORPORATION," 717
OR "CORP."
(B) NO CORPORATION, ASSOCIATION, OR OTHER PERSON ORGANIZED 719
OR APPLYING TO DO BUSINESS IN THIS STATE SHALL USE THE WORD OR 720
ABBREVIATION "COOPERATIVE," "COOP," "CO-OPERATIVE," OR "CO-OP" AS 722
A PART OF ITS CORPORATE OR OTHER BUSINESS NAME OR TITLE, UNLESS 723
AT LEAST ONE OF THE FOLLOWING APPLIES: 724
(1) IT HAS COMPLIED WITH THIS CHAPTER. 726
(2) IT IS ORGANIZED AND OPERATING ON A COOPERATIVE BASIS 729
UNDER CHAPTER 1702. OF THE REVISED CODE. 730
(3) IT IS ORGANIZED AND OPERATING IN ACCORDANCE WITH THE 733
COOPERATIVE LAWS OF ANOTHER STATE, THE DISTRICT OF COLUMBIA, OR 734
THE UNITED STATES. 735
Sec. 1729.05 1729.06. Five (A) TWO or more persons, a 746
17
majority of whom are residents of this state and engaged in the 747
production of agricultural products, INDIVIDUALS may form a 748
nonprofit co-operative AN association, with or without capital 749
stock, under sections 1729.01 to 1729.27, inclusive, of the 751
Revised Code UNDER THIS CHAPTER. 752
(B)(1) EVERY ASSOCIATION SHALL HAVE AND MAINTAIN A 755
STATUTORY AGENT UPON WHOM ANY PROCESS, NOTICE, OR DEMAND AGAINST 756
THE ASSOCIATION MAY BE SERVED. THE AGENT MAY BE A NATURAL PERSON 757
WHO IS A RESIDENT OF THIS STATE OR A CORPORATION THAT IS 758
AUTHORIZED BY ITS ARTICLES OF INCORPORATION TO ACT AS SUCH AGENT 759
AND HAS A BUSINESS ADDRESS IN THIS STATE. 760
(2) WHENEVER APPOINTMENT OR DESIGNATION OF A STATUTORY 762
AGENT IS REQUIRED BY THIS CHAPTER, THE APPOINTMENT OR DESIGNATION 764
SHALL BE ON A FORM PRESCRIBED BY THE SECRETARY OF STATE AND SHALL 765
CONFORM WITH SECTION 1702.06 OF THE REVISED CODE. 766
Sec. 1729.07. (A) THE ARTICLES OF INCORPORATION OF AN 768
ASSOCIATION SHALL SET FORTH ALL OF THE FOLLOWING: 769
(1) THE NAME OF THE ASSOCIATION; 771
(2) THE ASSOCIATION'S PURPOSES, AS PERMITTED BY THIS 773
CHAPTER. IT IS SUFFICIENT TO STATE IN THE ARTICLES THAT THE 775
ASSOCIATION MAY ENGAGE IN ANY ACTIVITY WITHIN THE PURPOSES FOR 776
WHICH ASSOCIATIONS MAY BE ORGANIZED UNDER THIS CHAPTER.
(3) THE COUNTY AND MUNICIPAL CORPORATION OR TOWNSHIP WHERE 778
THE ASSOCIATION'S PRINCIPAL PLACE OF BUSINESS WILL BE LOCATED; 779
(4) THE NAMES AND ADDRESSES OF THE INCORPORATORS; 781
(5) THE NUMBER OF ITS DIRECTORS OR A STATEMENT THAT THE 783
NUMBER OF DIRECTORS SHALL BE AS SPECIFIED IN THE BYLAWS; 784
(6) THE NAMES AND ADDRESSES OF THOSE WHO ARE TO SERVE AS 786
DIRECTORS UNTIL THE FIRST ANNUAL MEETING OR UNTIL THE ELECTION 787
AND QUALIFICATION OF THEIR SUCCESSORS; 788
(7) WHETHER THE ASSOCIATION IS ORGANIZED WITH OR WITHOUT 790
CAPITAL STOCK.
(a) IF THE ASSOCIATION IS ORGANIZED WITHOUT CAPITAL STOCK, 792
THE ARTICLES SHALL SET FORTH THE GENERAL RULES BY WHICH THE 793
18
PROPERTY RIGHTS AND INTERESTS OF EACH MEMBER ARE TO BE 794
DETERMINED.
(b) IF THE ASSOCIATION IS ORGANIZED WITH CAPITAL STOCK, 796
THE TOTAL AMOUNT OF THE STOCK, THE NUMBER AND PAR VALUE OF THE 797
SHARES, AND DIVIDEND RIGHTS, IF ANY. IF THERE IS MORE THAN ONE 798
CLASS OF STOCK, THE ARTICLES SHALL SET FORTH A STATEMENT OF THE 799
NUMBER OF SHARES IN EACH CLASS AND A STATEMENT OF THE 800
DESIGNATIONS, PREFERENCES, RIGHTS, AND LIMITATIONS OF THE SHARES
IN EACH CLASS. 801
(B) THE ARTICLES MAY INCLUDE ADDITIONAL PROVISIONS, 803
CONSISTENT WITH LAW, INCLUDING PROVISIONS THAT ARE REQUIRED OR 804
PERMITTED TO BE SET FORTH IN THE BYLAWS. 805
(C) THE ARTICLES SHALL BE SIGNED BY THE INCORPORATORS AND 807
FILED WITH THE SECRETARY OF STATE IN ACCORDANCE WITH SECTION 808
1729.12 OF THE REVISED CODE. THE ARTICLES SHALL BE ACCOMPANIED 809
BY THE APPOINTMENT OF A STATUTORY AGENT IN ACCORDANCE WITH 810
DIVISION (B) OF SECTION 1729.06 OF THE REVISED CODE. THE LEGAL
EXISTENCE OF AN ASSOCIATION BEGINS UPON THE FILING OF THE 812
ARTICLES AND, UNLESS THE ARTICLES PROVIDE OTHERWISE, ITS PERIOD 813
OF EXISTENCE IS PERPETUAL.
Sec. 1729.07 1729.08. (A) The articles of incorporation 823
of an association may be altered or amended at any regular 824
meeting of the association or at any special meeting called for 825
that purpose, PROVIDED THAT THE TEXT OF THE PROPOSED CHANGE, OR A 826
GENERAL DESCRIPTION OF THE CHANGE, IS CONTAINED IN THE NOTICE OF
THE MEETING. An amendment must SHALL first be approved by two 828
thirds of the directors and must SHALL then be adopted by a AN 829
AFFIRMATIVE vote representing a majority of all the members of 832
the association OF SIXTY PER CENT OF THE MEMBER VOTES CAST ON THE 833
AMENDMENT OR, IF THE ARTICLES PROVIDE OR PERMIT, BY THE 834
AFFIRMATIVE VOTE OF A GREATER MAJORITY OR BY THE AFFIRMATIVE VOTE 835
OF A SIMPLE MAJORITY OF ALL MEMBER VOTES ELIGIBLE TO BE CAST ON 836
THE AMENDMENT. Amendments 837
(B) AMENDMENTS to the articles of incorporation, when so 840
19
adopted, shall be filed in accordance with sections 1701.01 to 841
1702.58, inclusive, SECTION 1729.12 of the Revised Code. 842
(C) THE BOARD OF AN ASSOCIATION MAY ADOPT A RESTATEMENT OF 845
THE ARTICLES THAT INCORPORATES AMENDMENTS PREVIOUSLY APPROVED BY 846
THE BOARD AND ADOPTED BY THE MEMBERS. AN ASSOCIATION MAY, BY 847
ACTION TAKEN IN THE MANNER REQUIRED FOR AN AMENDMENT, ADOPT 848
RESTATED ARTICLES THAT CONTAIN AMENDMENTS MADE AT THE TIME OF THE 849
RESTATEMENT. RESTATED ARTICLES SHALL STATE THAT THEY ARE 850
RESTATED, OR RESTATED AND AMENDED, IF AMENDMENTS ARE ADOPTED WITH 851
THE RESTATEMENT, AND SHALL SUPERSEDE THE EXISTING ARTICLES AND
AMENDMENTS. RESTATED ARTICLES SHALL MEET THE REQUIREMENTS OF 852
SECTION 1729.07 OF THE REVISED CODE, EXCEPT THAT THE NAMES AND 853
ADDRESSES OF THE INCORPORATORS AND INITIAL DIRECTORS MAY BE 854
OMITTED. A RESTATEMENT OF THE ARTICLES SHALL BE FILED IN THE
MANNER PRESCRIBED FOR AN AMENDMENT OF THE ARTICLES. 855
(D) EXCEPT AS PROVIDED IN THE ARTICLES OF INCORPORATION, 858
THE BOARD MAY ADOPT AN AMENDMENT TO THE ARTICLES OF INCORPORATION 859
WITHOUT A MEMBER VOTE IN ANY OF THE FOLLOWING CASES: 860
(1) TO CHANGE THE PRINCIPAL PLACE OF BUSINESS OF THE 862
ASSOCIATION; 863
(2) TO DESIGNATE AND DETERMINE THE RIGHTS AND RESTRICTIONS 865
OF A SERIES WITHIN A CLASS OF CAPITAL STOCK, IF PERMITTED BY THE 866
ARTICLES; 867
(3) TO REDUCE THE AUTHORIZED NUMBER OF SHARES OF ANY CLASS 869
OR SERIES OF CAPITAL STOCK TO ANY NUMBER DOWN TO AND INCLUDING 870
THE NUMBER OF THE SHARES ISSUED AND OUTSTANDING, AND TO ASSIGN 871
THE AUTHORIZATION FOR THE NUMBER OF SHARES SO REDUCED TO ANOTHER 872
CLASS OR CLASSES OF CAPITAL STOCK PREVIOUSLY AUTHORIZED; 873
(4) AFTER A MERGER, CONSOLIDATION, CONVERSION, DIVISION, 875
OR OCCURRENCE OF ANY OTHER CONTINGENT EVENT REFERRED TO IN THE 876
ARTICLES OF INCORPORATION, TO ELIMINATE FROM THE ARTICLES ANY 877
STATEMENT OR PROVISION PERTAINING EXCLUSIVELY TO THE MERGER, 878
CONSOLIDATION, CONVERSION, DIVISION, OR OCCURRENCE, AND TO MAKE 879
OTHER CHANGES REQUIRED BY SUCH ELIMINATION. 880
20
Sec. 1729.09. (A)(1) UNLESS THE BOARD PROVIDES THAT 883
DIVISION (A)(3) OF THIS SECTION APPLIES TO AN AMENDMENT TO THE 884
ARTICLES OF INCORPORATION, A HOLDER OF STOCK OTHER THAN
MEMBERSHIP STOCK OR PATRONAGE STOCK WHO IS AFFECTED BY A PROPOSED 886
AMENDMENT TO THE ARTICLES SHALL BE ENTITLED TO CAST ONE VOTE ON 888
THE AMENDMENT REGARDLESS OF THE PAR OR STATED VALUE OF THE STOCK, 889
THE NUMBER OF SHARES, OR THE NUMBER OF AFFECTED CLASSES OF STOCK 891
HELD.
(2) A MEMBER HOLDING STOCK AFFECTED BY A PROPOSED 893
AMENDMENT MAY VOTE ONLY AS A MEMBER AND SHALL NOT BE ENTITLED TO 894
VOTE OR DEMAND FAIR CASH VALUE AS AN AFFECTED STOCKHOLDER. 895
(3) THE BOARD MAY PROVIDE THAT A STOCKHOLDER OTHERWISE 897
ENTITLED TO VOTE UNDER DIVISION (A)(1) OF THIS SECTION SHALL 898
INSTEAD BE ENTITLED TO PAYMENT OF FAIR CASH VALUE OF THE AFFECTED 899
STOCK HELD BY SUCH STOCKHOLDER IN ACCORDANCE WITH SECTION 1729.46 901
OF THE REVISED CODE.
(B) FOR PURPOSES OF THIS SECTION, A HOLDER OF STOCK IS 903
AFFECTED AS TO ANY CLASS OF STOCK OWNED BY THE HOLDER ONLY IF AN 904
AMENDMENT WOULD EXPRESSLY DO ANY OF THE FOLLOWING: 905
(1) DECREASE THE DIVIDENDS TO WHICH THAT CLASS MAY BE 907
ENTITLED OR CHANGE THE METHOD BY WHICH THE DIVIDEND RATE ON THAT 908
CLASS IS FIXED;
(2) FURTHER RESTRICT RIGHTS TO TRANSFER THAT CLASS; 910
(3) GIVE TO ANOTHER EXISTING OR ANY NEW CLASS OF STOCK OR 912
EQUITY INTEREST NOT PREVIOUSLY ENTITLED THERETO ANY PREFERENCE, 913
AS TO DIVIDENDS OR UPON DISSOLUTION, THAT IS HIGHER THAN 914
PREFERENCES OF THAT CLASS;
(4) CHANGE THE PAR VALUE OF SHARES OF THAT CLASS OR OF ANY 916
OTHER CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO DIVIDENDS 917
OR UPON DISSOLUTION;
(5) INCREASE THE NUMBER OF AUTHORIZED SHARES OF ANY CLASS 919
HAVING A HIGHER PREFERENCE AS TO DIVIDENDS OR UPON DISSOLUTION; 920
(6) REQUIRE OR PERMIT AN EXCHANGE OF SHARES OF ANY CLASS 922
WITH LOWER PREFERENCES AS TO DIVIDENDS OR UPON DISSOLUTION FOR 923
21
SHARES OF ANY OTHER CLASS WITH HIGHER PREFERENCES. 924
(C) IF ANY PROPOSED AMENDMENT WOULD ALTER OR CHANGE THE 926
POWERS, PREFERENCES, OR SPECIAL RIGHTS OF ONE OR MORE SERIES OF 927
ANY CLASS SO AS TO AFFECT THEM ADVERSELY, BUT SHALL NOT SO AFFECT 928
THE ENTIRE CLASS, THEN ONLY THE SHARES OF THE SERIES SO AFFECTED 929
BY THE AMENDMENT SHALL BE CONSIDERED A SEPARATE CLASS FOR THE 930
PURPOSES OF DIVISION (B) OF THIS SECTION.
(D) IF STOCKHOLDERS ARE ENTITLED TO VOTE ON AN AMENDMENT, 932
THE AMENDMENT IS ADOPTED ONLY IF ALL OF THE FOLLOWING CONDITIONS 933
ARE MET:
(1) NOTICE OF THE MEETING, AN EXACT COPY OF THE PROPOSED 935
AMENDMENT, AND A BALLOT ON THE AMENDMENT HAVE BEEN SENT TO EACH 936
AFFECTED STOCKHOLDER;
(2) APPROVAL BY THE MEMBERS UNDER SECTION 1729.08 OF THE 938
REVISED CODE;
(3) APPROVAL BY A SIMPLE MAJORITY OF THE AFFECTED 940
STOCKHOLDERS PRESENT AND VOTING AT A MEETING OF THE STOCKHOLDERS. 941
(E) THIS SECTION DOES NOT APPLY TO STOCK ISSUED PRIOR TO 943
THE EFFECTIVE DATE OF THIS SECTION, UNLESS THE ASSOCIATION ADOPTS 944
AN AMENDMENT TO ITS ARTICLES OF INCORPORATION MAKING THE STOCK 946
SUBJECT TO THIS SECTION. AS TO SUCH STOCK, AN AMENDMENT SHALL 947
FIRST BE APPROVED BY TWO-THIRDS OF THE DIRECTORS AND SHALL THEN 948
BE ADOPTED BY A VOTE REPRESENTING A MAJORITY OF ALL THE MEMBERS 949
OF THE ASSOCIATION.
Sec. 1729.10. (A) A COPY OF THE ASSOCIATION'S ARTICLES OF 951
INCORPORATION OR AMENDED ARTICLES FILED IN THE OFFICE OF THE 952
SECRETARY OF STATE, AND CERTIFIED BY THE SECRETARY OF STATE, IS 953
CONCLUSIVE EVIDENCE, EXCEPT AS AGAINST THE STATE, THAT THE 954
ASSOCIATION HAS BEEN INCORPORATED UNDER THE LAWS OF THIS STATE; 955
AND A COPY CERTIFIED BY THE SECRETARY OF STATE OF ANY CERTIFICATE 956
OF AMENDMENT OR OTHER CERTIFICATE IS PRIMA-FACIE EVIDENCE OF SUCH
AMENDMENT OR OF THE FACTS STATED IN THE CERTIFICATE, AND OF THE 957
OBSERVANCE AND PERFORMANCE OF ALL ANTECEDENT CONDITIONS NECESSARY 958
TO THE ACTION THAT THE CERTIFICATE PURPORTS TO EVIDENCE. 959
22
(B) A COPY OF AMENDED ARTICLES FILED IN THE OFFICE OF THE 961
SECRETARY OF STATE, AND CERTIFIED BY THE SECRETARY OF STATE, 962
SHALL BE ACCEPTED IN THIS STATE AND OTHER JURISDICTIONS IN LIEU 963
OF THE ORIGINAL ARTICLES, AMENDMENTS TO THE ARTICLES, AND PRIOR 964
AMENDED ARTICLES.
(C) THE ORIGINAL OR A COPY OF THE RECORD OF MINUTES OF THE 966
PROCEEDINGS OF THE INCORPORATORS OF AN ASSOCIATION, OR OF THE 967
PROCEEDINGS OR MEETINGS OF THE MEMBERS OR ANY CLASS OF 968
STOCKHOLDERS, OR OF THE DIRECTORS, OR OF ANY COMMITTEE THEREOF, 969
INCLUDING ANY WRITTEN CONSENT, WAIVER, RELEASE, OR AGREEMENT 970
ENTERED IN SUCH RECORD OR MINUTES, OR THE ORIGINAL OR A COPY OF A
STATEMENT THAT NO SPECIFIED PROCEEDING WAS HAD OR THAT NO 971
SPECIFIED CONSENT, WAIVER, RELEASE, OR AGREEMENT EXISTS, SHALL, 972
WHEN CERTIFIED TO BE TRUE BY THE SECRETARY OR AN ASSISTANT 973
SECRETARY OF AN ASSOCIATION, BE RECEIVED IN THE COURTS AS 974
PRIMA-FACIE EVIDENCE OF THE FACTS STATED THEREIN. EVERY MEETING
REFERRED TO IN THE CERTIFIED ORIGINAL OR COPY IS DEEMED DULY 975
CALLED AND HELD, AND ALL MOTIONS AND RESOLUTIONS ADOPTED AND 976
PROCEEDINGS HAD AT THE MEETING ARE DEEMED DULY ADOPTED AND HAD, 977
AND ALL ELECTIONS OF DIRECTORS AND ALL ELECTIONS OR APPOINTMENTS 978
OF OFFICERS CHOSEN AT THE MEETING ARE DEEMED VALID, UNTIL THE
CONTRARY IS PROVED; AND WHENEVER A PERSON WHO IS NOT A MEMBER, 979
PATRON, OR STOCKHOLDER OF AN ASSOCIATION HAS ACTED IN GOOD FAITH 980
IN RELIANCE UPON ANY SUCH CERTIFIED ORIGINAL OR COPY, IT IS 981
CONCLUSIVE IN THAT PERSON'S FAVOR.
Sec. 1729.11. (A) AN ASSOCIATION WHOSE ARTICLES OF 983
INCORPORATION HAVE BEEN CANCELED OR AN ASSOCIATION THAT HAS BEEN 984
DISSOLVED IN A MANNER OTHER THAN FOR A VOLUNTARY DISSOLUTION AS 985
PROVIDED IN SECTION 1729.55 OF THE REVISED CODE, OR A JUDICIAL 986
DISSOLUTION AS PROVIDED IN SECTION 1729.61 OF THE REVISED CODE,
MAY BE REINSTATED BY FILING, ON A FORM PRESCRIBED BY THE 987
SECRETARY OF STATE, AN APPLICATION FOR REINSTATEMENT AND THE 988
REQUIRED APPOINTMENT OF A STATUTORY AGENT, AND BY PAYING A FILING 989
FEE OF TEN DOLLARS.
23
(B) UPON REINSTATEMENT OF AN ASSOCIATION'S ARTICLES OF 991
INCORPORATION, THE RIGHTS, PRIVILEGES, AND FRANCHISES, INCLUDING 992
ALL REAL OR PERSONAL PROPERTY RIGHTS AND CREDITS AND ALL CONTRACT 993
AND OTHER RIGHTS, OF THE ASSOCIATION EXISTING AT THE TIME THAT 994
ITS ARTICLES WERE CANCELED OR THE DISSOLUTION BECAME EFFECTIVE 995
SHALL BE CONTINUED IN EFFECT AS IF THE ARTICLES HAD NOT BEEN 996
CANCELED OR THE DISSOLUTION HAD NOT OCCURRED; AND THE ASSOCIATION
SHALL AGAIN BE ENTITLED TO EXERCISE THE RIGHTS, PRIVILEGES, AND 997
FRANCHISES AUTHORIZED BY ITS ARTICLES. 998
Sec. 1729.12. (A) FOR FILING ARTICLES OF INCORPORATION OR 1,000
A CERTIFICATE OF AMENDMENT OF ARTICLES OR A CERTIFICATE OF 1,002
MERGER, CONSOLIDATION, DIVISION, OR DISSOLUTION, AND WITH RESPECT 1,003
TO THE ISSUANCE OF SHARES OF STOCK, AN ASSOCIATION ORGANIZED 1,004
UNDER THIS CHAPTER SHALL PAY TO THE SECRETARY OF STATE THE FEES 1,005
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 1,006
A CERTIFICATE OF MERGER OR CONSOLIDATION. 1,007
(B) WHEN THE ARTICLES OF INCORPORATION, OR A CERTIFICATE 1,010
OF AMENDMENT OF ARTICLES, OR A CERTIFICATE OF MERGER,
CONSOLIDATION, CONVERSION, DIVISION, OR DISSOLUTION IS FILED WITH 1,011
THE SECRETARY OF STATE, THE SECRETARY OF STATE SHALL, IF THE 1,013
ARTICLES OR CERTIFICATE COMPLIES WITH THIS CHAPTER, ENDORSE 1,014
APPROVAL THEREON, THE DATE OF FILING, A FILE NUMBER, AND MAKE A 1,015
LEGIBLE COPY THEREOF BY ANY AUTHORIZED METHOD. THE ORIGINAL OR A 1,016
COPY OF THE ARTICLES OR CERTIFICATE, CERTIFIED BY THE SECRETARY 1,017
OF STATE, SHALL BE RETURNED TO THE PERSON FILING THE ARTICLES OR 1,018
CERTIFICATE.
(C) ALL PERSONS SHALL HAVE THE OPPORTUNITY TO ACQUIRE A 1,020
COPY OF THE ARTICLES AND OTHER CERTIFICATES FILED AND RECORDED IN 1,021
THE OFFICE OF THE SECRETARY OF STATE, BUT NO PERSON DEALING WITH 1,022
THE ASSOCIATION SHALL BE CHARGED WITH CONSTRUCTIVE NOTICE OF THE 1,023
CONTENTS OF ANY SUCH ARTICLES OR CERTIFICATES BY REASON OF THE 1,024
FILING OR RECORDING.
Sec. 1729.13. (A) AN ASSOCIATION MAY PAY DIVIDENDS 1,026
24
ANNUALLY ON ITS CAPITAL STOCK. ALL ITS OTHER NET INCOME FROM 1,027
BUSINESS WITH OR FOR MEMBERS AND OTHER ELIGIBLE PATRONS, LESS 1,028
RESERVES WHICH SHALL BE PROVIDED FOR IN THE BYLAWS OR OTHER 1,029
WRITTEN AGREEMENTS, SHALL BE DISTRIBUTED TO ITS MEMBERS AND OTHER 1,030
ELIGIBLE PATRONS ON THE BASIS OF PATRONAGE AS PROVIDED IN THE
BYLAWS OR OTHER WRITTEN AGREEMENTS. ANY RECEIPTS OR DIVIDENDS 1,031
FROM SUBSIDIARY CORPORATIONS, OR FROM STOCK OR OTHER SECURITIES 1,032
OWNED BY THE ASSOCIATION, MAY BE INCLUDED IN THE ORDINARY 1,033
RECEIPTS OF THE ASSOCIATION, AND MAY BE DISTRIBUTED ACCORDINGLY. 1,034
(B) AN ASSOCIATION MAY, AT ANY TIME, PURCHASE ITS OWN 1,036
COMMON STOCK AT PAR OR BOOK VALUE AS DETERMINED BY THE BOARD. 1,037
(C) AN ASSOCIATION SHALL HAVE A CONTINUED PERFECTED 1,040
SECURITY INTEREST IN ITS MEMBERSHIP STOCK AND PATRONAGE STOCK TO 1,041
SECURE PAYMENT OF ANY INDEBTEDNESS OR OTHER OBLIGATION OF THE 1,042
HOLDER OR OWNER TO THE ASSOCIATION. NOTWITHSTANDING CHAPTERS 1,044
1308. AND 1309. OF THE REVISED CODE, THE SECURITY INTEREST SHALL 1,047
HAVE PRIORITY OVER ALL OTHER PERFECTED SECURITY INTERESTS.
UNLESS OTHERWISE PROVIDED IN THE ASSOCIATION'S ARTICLES OF 1,048
INCORPORATION OR BYLAWS, OR BY CONTRACT, A MEMBER OR OTHER PATRON 1,050
HAS NO RIGHT TO COMPEL AN ASSOCIATION TO OFFSET ITS MEMBERSHIP 1,051
STOCK OR PATRONAGE STOCK AGAINST ANY INDEBTEDNESS OR OBLIGATION 1,052
OWED TO THE ASSOCIATION.
Sec. 1729.14. EACH ASSOCIATION SHALL ADOPT FOR ITS 1,054
GOVERNANCE AND MANAGEMENT, BYLAWS THAT ARE CONSISTENT WITH THE 1,055
POWERS GRANTED BY THIS CHAPTER AND THE ARTICLES OF INCORPORATION 1,056
OF THE ASSOCIATION. THE BYLAWS MAY PROVIDE FOR ANY OF THE 1,057
FOLLOWING: 1,058
(A) THE TIME, PLACE, AND MANNER OF CALLING AND CONDUCTING 1,060
THE ASSOCIATION'S MEETINGS; 1,061
(B) THE NUMBER OF MEMBERS CONSTITUTING A QUORUM. IF 1,063
VOTING BY ANY METHOD OTHER THAN PERSONAL APPEARANCE IS USED, 1,064
MEMBERS REPRESENTED BY A BALLOT OR BY PROXY MAY BE COUNTED IN 1,065
COMPUTING A QUORUM ONLY ON THOSE MATTERS FOR WHICH THE BALLOTS OR 1,066
PROXIES WERE SUBMITTED.
25
(C) THE RIGHT OF MEMBERS TO VOTE BY PROXY OR BY BALLOT 1,068
DELIVERED IN PERSON, BY MAIL, BY ELECTRONIC OR TELEPHONIC 1,069
TRANSMITTAL, OR ANY COMBINATION OF THESE, AND THE CONDITIONS, 1,070
MANNER, FORM, AND EFFECT OF SUCH VOTES; 1,071
(D) SUBJECT TO THE PROVISIONS OF SECTION 1729.17 OF THE 1,073
REVISED CODE, A METHOD OF VOTING BY MEMBERS OR DELEGATES, AND ANY 1,074
LIMITATIONS ON VOTING RIGHTS OF ANY GROUP OR CLASS OF MEMBERS OR 1,075
DELEGATES;
(E) THE NUMBER OF DIRECTORS CONSTITUTING A QUORUM; 1,077
(F) THE NUMBER, QUALIFICATIONS, COMPENSATION, DUTIES, AND 1,079
TERMS OF OFFICE OF DIRECTORS AND OFFICERS, AND THE TIME OF THEIR 1,080
ELECTION AND THE MANNER OF GIVING NOTICE OF THE ELECTION; 1,081
(G) PENALTIES FOR VIOLATION OF THE BYLAWS; 1,083
(H) THE AMOUNTS OF ENTRANCE, ORGANIZATION, AND MEMBERSHIP 1,085
FEES, IF ANY; THE MANNER OF COLLECTING THEM; AND THE PURPOSES FOR 1,086
WHICH THEY MAY BE USED; 1,087
(I) ANY AMOUNT THAT EACH MEMBER IS REQUIRED TO PAY 1,089
ANNUALLY OR FROM TIME TO TIME TO CARRY ON THE BUSINESS OF THE 1,090
ASSOCIATION; ANY CHARGE TO BE PAID BY EACH MEMBER FOR SERVICES 1,091
RENDERED BY THE ASSOCIATION, AND THE TIME OF PAYMENT AND THE 1,092
MANNER OF COLLECTION OF SUCH CHARGE; AND ANY MARKETING CONTRACT 1,093
BETWEEN THE ASSOCIATION AND ITS MEMBERS THAT EVERY MEMBER MAY BE
REQUIRED TO SIGN; 1,094
(J) THE NUMBER AND QUALIFICATIONS OF MEMBERS OF THE 1,096
ASSOCIATION AND THE CONDITIONS OF MEMBERSHIP OR FOR OWNERSHIP OF 1,097
MEMBERSHIP STOCK IN THE ASSOCIATION; 1,098
(K) THE TIME AND MANNER OF PERMITTING MEMBERS TO WITHDRAW 1,100
OR THE HOLDERS OF MEMBERSHIP STOCK TO TRANSFER THEIR STOCK; AND 1,101
THE MANNER OF ASSIGNMENT AND TRANSFER OF MEMBERSHIP STOCK; 1,103
(L) THE CONDITIONS UPON WHICH, AND THE TIME WHEN, THE 1,105
MEMBERSHIP OF ANY MEMBER CEASES; AND THE SUSPENSION OF THE RIGHTS 1,106
OF A MEMBER WHO CEASES TO BE ELIGIBLE FOR MEMBERSHIP IN THE 1,107
ASSOCIATION;
(M) THE MANNER AND EFFECT OF THE EXPULSION OF A MEMBER; 1,109
26
(N) IN THE EVENT OF DEATH OR WITHDRAWAL OF A MEMBER OR 1,111
UPON THE EXPULSION OF A MEMBER OR THE FORFEITURE OF MEMBERSHIP, 1,112
ANY OF THE FOLLOWING:
(1) THE MANNER OF DETERMINING THE VALUE OF A MEMBER'S 1,114
INTEREST;
(2) PROVISION FOR THE PURCHASE OF A MEMBER'S INTEREST BY 1,116
THE ASSOCIATION;
(3) AT THE OPTION OF THE ASSOCIATION, PROVISION FOR SUCH 1,118
PURCHASE AT A PRICE FIXED BY APPRAISAL BY THE BOARD OF DIRECTORS 1,119
OF THE ASSOCIATION.
(O) ANY OTHER PROVISION FOR ANY MATTER RELATIVE TO THE 1,121
CONTROL, REGULATION, OPERATION, MANAGEMENT, OR GOVERNMENT OF THE 1,122
ASSOCIATION.
Sec. 1729.16. (A) THE INITIAL BYLAWS MAY BE ADOPTED BY 1,124
THE ASSOCIATION'S DIRECTORS WHO ARE TO SERVE UNTIL THE FIRST 1,125
ANNUAL MEETING. AFTER THE INITIAL BYLAWS ARE ADOPTED, BYLAWS MAY 1,127
BE ADOPTED AND AMENDED ONLY BY THE MEMBERS UNLESS THE MEMBERS 1,128
ADOPT A BYLAW THAT PERMITS THE BOARD TO MAKE AND AMEND SPECIFIED 1,129
BYLAWS.
(B) ANY BYLAW ADOPTED OR AMENDED BY THE BOARD SHALL BE 1,131
REPORTED AT THE NEXT REGULAR MEMBER MEETING. ANY SUCH BYLAW IS 1,132
SUBJECT TO AMENDMENT OR REPEAL BY THE MEMBERS AT ANY TIME. 1,133
(C) UNLESS THE BYLAWS PROVIDE OTHERWISE, ANY BYLAW MAY BE 1,135
ADOPTED, AMENDED, OR REPEALED BY A MAJORITY OF THE MEMBER VOTES 1,136
CAST ON THE ADOPTION, AMENDMENT, OR REPEAL. 1,137
Sec. 1729.17. (A) EACH MEMBER ENTITLED TO VOTE SHALL HAVE 1,139
ONE VOTE, EXCEPT THAT THE ARTICLES OR BYLAWS OF THE ASSOCIATION 1,140
MAY PERMIT THE FOLLOWING: 1,141
(1) VOTING BY MEMBERS IN ACCORDANCE WITH THE AMOUNT OF 1,143
BUSINESS DONE WITH OR THROUGH THE ASSOCIATION. 1,144
(2) VOTING BY DELEGATES, INCLUDING A VOTING SYSTEM THAT 1,146
PROVIDES ANY ONE OR A COMBINATION OF THE FOLLOWING: 1,147
(a) THAT A DELEGATE MAY CAST ONLY ONE VOTE; 1,149
(b) THAT A DELEGATE MAY CAST ONE VOTE FOR EACH MEMBER 1,151
27
REPRESENTED BY THE DELEGATE; 1,152
(c) THAT ANOTHER FORM OF DELEGATE VOTING MAY BE USED. 1,154
(3) VOTING BY DELEGATES OR CERTAIN MEMBERS ON MATTERS THAT 1,156
ARE TO BE SUBMITTED TO A MEMBER VOTE. 1,157
(4) VOTING BY ANY COMBINATION OF THE METHODS SET FORTH IN 1,159
DIVISION (A)(1), (2), OR (3) OF THIS SECTION OR ANY OTHER METHOD 1,161
OF VOTING SET FORTH IN THE BYLAWS, PROVIDED THE ASSOCIATION IS
CONTROLLED BY THE MEMBERS. 1,162
(B) IF THE ARTICLES OR BYLAWS PROVIDE THAT ONLY DELEGATES 1,164
OR CERTAIN MEMBERS ARE ENTITLED TO VOTE ON MATTERS TO BE 1,165
SUBMITTED TO A MEMBER VOTE, "MEMBER" OR "MEMBERS," AS USED IN 1,166
THIS CHAPTER WITH RESPECT TO THE RIGHT OF A MEMBER TO VOTE, 1,167
VOTING PROCEDURE, THE REQUIRED PROPORTION OF MEMBER VOTES, 1,168
ACTIONS THAT ARE REQUIRED OR PERMITTED TO BE TAKEN BY MEMBERS,
AND THE NUMBER OF MEMBERS REQUIRED FOR A QUORUM, MEANS THE 1,169
DELEGATES OR OTHER MEMBERS ENTITLED TO VOTE. WHERE VOTING IS 1,170
BASED ON THE AMOUNT OF BUSINESS DONE, PROVISIONS OF THIS CHAPTER 1,171
REQUIRING A VOTE OF THE MEMBERS ARE MET IF THE REQUIRED 1,172
MEMBERSHIP VOTE IS SATISFIED BASED ON THE VOTING POWER OF THE 1,173
MEMBERS.
Sec. 1729.18. (A) AN ASSOCIATION SHALL HAVE TWO OR MORE 1,175
MEMBERS. HOWEVER, AN ASSOCIATION MAY HAVE ONE MEMBER IF THAT 1,176
MEMBER IS AN ASSOCIATION THAT HAS TWO OR MORE MEMBERS. 1,177
(B) EACH ASSOCIATION SHALL HOLD AN ANNUAL MEETING OF ITS 1,179
MEMBERS. THE BOARD MAY CALL A SPECIAL MEETING OF THE MEMBERS AT 1,181
ANY TIME. ANY MEETING OF THE MEMBERS MAY BE HELD AT ONE TIME OR
IN A SERIES OF MEETINGS AT ONE OR MORE LOCATIONS. 1,182
(C) TWENTY PER CENT OF THE MEMBERS ENTITLED TO VOTE MAY 1,184
FILE WITH THE BOARD A PETITION STATING THE SPECIFIC BUSINESS TO 1,185
BE BROUGHT BEFORE THE ASSOCIATION AND DEMANDING A SPECIAL MEETING 1,186
AT ANY TIME FOR CONSIDERATION OF SUCH BUSINESS. UPON COMPLIANCE 1,187
WITH THIS DIVISION, THE MEETING SHALL BE CALLED BY THE BOARD. 1,188
(D) NOTICE OF EVERY MEETING, TOGETHER WITH A STATEMENT OF 1,190
THE PURPOSE OF THE MEETING, SHALL BE SENT TO EACH MEMBER WHO IS 1,191
28
ENTITLED TO VOTE AT THE MEETING AND ANY AFFECTED STOCKHOLDER AT 1,193
THE MEMBER'S OR STOCKHOLDER'S CURRENT ADDRESS, AS SHOWN IN THE 1,194
RECORDS OF THE ASSOCIATION, AT LEAST TEN DAYS PRIOR TO THE 1,195
MEETING, IN ACCORDANCE WITH SECTION 1729.20 OF THE REVISED CODE. 1,196
THE BYLAWS MAY PROVIDE THAT THE NOTICE BE GIVEN BY PUBLICATION IN 1,197
A NEWSPAPER OR NEWSPAPERS OF GENERAL CIRCULATION IN THE TRADE 1,199
AREA OF THE ASSOCIATION IF NOTICE TO INDIVIDUAL MEMBERS AND
AFFECTED SHAREHOLDERS IS IMPRACTICABLE. 1,200
Sec. 1729.19. (A) UNLESS PROHIBITED IN AN ASSOCIATION'S 1,202
ARTICLES OF INCORPORATION OR BYLAWS, ANY ACTION THAT MAY BE 1,203
AUTHORIZED OR TAKEN AT A MEETING OF THE MEMBERS, AFFECTED 1,204
STOCKHOLDERS, THE BOARD, OR ANY COMMITTEE OF THE BOARD, MAY BE 1,205
AUTHORIZED OR TAKEN WITHOUT A MEETING, WITH THE AFFIRMATIVE VOTE 1,206
OR APPROVAL OF, AND IN WRITING OR WRITINGS SIGNED BY: 1,207
(1) IN THE CASE OF MEMBERS OR AFFECTED STOCKHOLDERS, SIXTY 1,209
PER CENT OF THE VOTES OF THE MEMBERS OR STOCKHOLDERS WHO WOULD BE 1,210
ENTITLED TO VOTE ON THE ACTION AT A MEETING FOR SUCH PURPOSE; 1,211
(2) IN THE CASE OF THE BOARD OF DIRECTORS OR A COMMITTEE 1,213
OF THE BOARD, ALL OF THE DIRECTORS ON THE BOARD OR ALL OF THE 1,214
COMMITTEE MEMBERS ON THE COMMITTEE. 1,215
(B) ANY SUCH WRITING OR WRITINGS SHALL BE INCLUDED IN THE 1,217
RECORDS OF THE ASSOCIATION IN THE SAME MANNER AS MINUTES OF 1,218
MEETINGS OF THE ASSOCIATION'S MEMBERS, AFFECTED STOCKHOLDERS, 1,219
BOARD, OR COMMITTEE OF THE BOARD. 1,220
(C) ANY CERTIFICATE WITH RESPECT TO THE AUTHORIZATION OR 1,222
TAKING OF ANY ACTION THAT IS REQUIRED TO BE FILED IN THE OFFICE 1,223
OF THE SECRETARY OF STATE SHALL STATE THAT THE AUTHORIZATION OR 1,224
TAKING OF SUCH ACTION WAS IN WRITING OR WRITINGS APPROVED AND 1,225
SIGNED AS PROVIDED IN THIS SECTION.
Sec. 1729.20. (A) WHENEVER NOTICE IS REQUIRED BY THIS 1,227
CHAPTER TO BE GIVEN TO ANY PERSON, THE NOTICE MAY BE GIVEN 1,228
PERSONALLY, BY MAIL, OR BY ELECTRONIC OR TELEPHONIC TRANSMITTAL. 1,229
IF MAILED, THE NOTICE IS GIVEN WHEN IT IS DEPOSITED IN THE UNITED 1,230
STATES MAIL, WITH POSTAGE PREPAID, ADDRESSED TO THE PERSON AT THE 1,232
29
PERSON'S ADDRESS AS IT APPEARS ON THE RECORDS OF THE ASSOCIATION. 1,233
IF NOTICE IS SENT BY ELECTRONIC OR TELEPHONIC TRANSMITTAL, NOTICE 1,234
IS GIVEN WHEN AN ELECTRONIC OR TELEPHONIC CONFIRMATION OF 1,235
DELIVERY IS RECEIVED BY THE ASSOCIATION.
(B) A SIGNED WAIVER IS EQUIVALENT TO PERSONAL NOTICE TO 1,237
THE PERSON SIGNING. THE WAIVER MAY BE SIGNED AT ANY TIME. 1,238
Sec. 1729.22. (A) EXCEPT WHERE THIS CHAPTER OR AN 1,240
ASSOCIATION'S ARTICLES OF INCORPORATION OR BYLAWS REQUIRE THAT 1,241
ACTION BE OTHERWISE AUTHORIZED OR TAKEN, ALL OF THE AUTHORITY OF 1,242
AN ASSOCIATION SHALL BE EXERCISED BY OR UNDER THE DIRECTION OF 1,243
THE BOARD. THE BOARD SHALL CONSIST OF NOT LESS THAN FIVE 1,244
DIRECTORS, ELECTED BY AND FROM THE MEMBERS, UNLESS THE NUMBER OF 1,245
MEMBERS IS LESS THAN FIVE, IN WHICH CASE, THE NUMBER OF DIRECTORS
MAY EQUAL THE NUMBER OF MEMBERS. 1,246
(B) THE BYLAWS MAY PROVIDE THAT THE MEMBERSHIP OF AN 1,248
ASSOCIATION BE DIVIDED INTO DISTRICTS OR OTHER GROUPINGS AND THAT 1,249
THE DIRECTORS SHALL BE ELECTED ACCORDING TO SUCH DISTRICTS OR 1,250
GROUPINGS. IN SUCH CASE, THE BYLAWS SHALL SPECIFY THE NUMBER OF 1,251
DIRECTORS TO BE ELECTED AND THE MANNER OF REAPPORTIONING OR 1,252
REDISTRICTING THE MEMBERSHIP.
(C) THE BYLAWS MAY PROVIDE THAT ONE OR MORE DIRECTORS MAY 1,254
BE APPOINTED BY THE OTHER DIRECTORS. THE APPOINTED DIRECTORS 1,255
NEED NOT BE MEMBERS OF THE ASSOCIATION, BUT SHALL HAVE THE SAME 1,256
POWERS, RIGHTS, AND RESPONSIBILITIES AS OTHER DIRECTORS. THE 1,257
APPOINTED DIRECTORS SHALL NOT NUMBER MORE THAN ONE-FIFTH OF THE 1,258
ENTIRE NUMBER OF DIRECTORS.
(D) THE BYLAWS MAY PROVIDE FOR AN EXECUTIVE COMMITTEE AND 1,260
MAY ALLOT TO THE COMMITTEE ANY OF THE FUNCTIONS AND POWERS OF THE 1,261
BOARD, SUBJECT TO THE GENERAL DIRECTION AND CONTROL OF THE BOARD. 1,263
(E) THE ASSOCIATION MAY PROVIDE A FAIR REMUNERATION FOR 1,265
THE TIME ACTUALLY SPENT BY ITS OFFICERS AND DIRECTORS IN ITS 1,266
SERVICE, AND FOR THE SERVICES OF THE MEMBERS OF ITS EXECUTIVE 1,267
COMMITTEE.
(F) WHEN A VACANCY ON THE BOARD OCCURS OTHER THAN BY 1,269
30
EXPIRATION OF TERM, THE REMAINING DIRECTORS ON THE BOARD, BY A 1,270
MAJORITY VOTE, SHALL ELECT A DIRECTOR TO FILL THE VACANCY. IF 1,272
THE BYLAWS PROVIDE FOR AN ELECTION OF DIRECTORS BY DISTRICT OR 1,273
OTHER GROUPING, THE BOARD MAY CALL A SPECIAL MEETING OF THE 1,274
MEMBERS IN THAT DISTRICT OR GROUP TO FILL THE VACANCY.
Sec. 1729.23. (A) A DIRECTOR SHALL PERFORM THE DUTIES OF 1,277
A DIRECTOR, INCLUDING DUTIES AS A MEMBER OF ANY COMMITTEE OF THE
DIRECTORS UPON WHICH THE DIRECTOR SERVES, IN GOOD FAITH, IN A 1,278
MANNER THE DIRECTOR REASONABLY BELIEVES TO BE IN OR NOT OPPOSED 1,280
TO THE BEST INTERESTS OF THE ASSOCIATION, AND WITH THE CARE THAT 1,281
AN ORDINARILY PRUDENT PERSON IN A LIKE POSITION WOULD USE UNDER 1,282
SIMILAR CIRCUMSTANCES. IN PERFORMING THESE DUTIES, A DIRECTOR IS
ENTITLED TO RELY ON INFORMATION, OPINIONS, REPORTS, OR 1,283
STATEMENTS, INCLUDING FINANCIAL STATEMENTS AND OTHER FINANCIAL 1,284
DATA, THAT ARE PREPARED OR PRESENTED BY: 1,285
(1) ONE OR MORE DIRECTORS, OFFICERS, OR EMPLOYEES OF THE 1,287
ASSOCIATION WHO THE DIRECTOR REASONABLY BELIEVES ARE RELIABLE AND 1,288
COMPETENT IN THE MATTERS PREPARED OR PRESENTED; 1,289
(2) COUNSEL, PUBLIC ACCOUNTANTS, OR OTHER PERSONS AS TO 1,291
MATTERS THAT THE DIRECTOR REASONABLY BELIEVES ARE WITHIN THE 1,292
PERSON'S PROFESSIONAL OR EXPERT COMPETENCE; 1,293
(3) A COMMITTEE OF THE DIRECTORS UPON WHICH THE DIRECTOR 1,295
DOES NOT SERVE, ESTABLISHED IN ACCORDANCE WITH THE ASSOCIATION'S 1,296
ARTICLES OF INCORPORATION OR BYLAWS, AS TO MATTERS WITHIN ITS 1,297
DESIGNATED AUTHORITY, PROVIDED THE DIRECTOR REASONABLY BELIEVES 1,298
THE COMMITTEE MERITS CONFIDENCE.
(B) FOR PURPOSES OF DIVISION (A) OF THIS SECTION: 1,300
(1) A DIRECTOR SHALL NOT BE FOUND TO HAVE FAILED TO 1,302
PERFORM THE DUTIES IN ACCORDANCE WITH DIVISION (A) OF THIS 1,303
SECTION, UNLESS IT IS PROVED, BY CLEAR AND CONVINCING EVIDENCE, 1,304
IN AN ACTION BROUGHT AGAINST THE DIRECTOR THAT THE DIRECTOR HAS 1,305
NOT ACTED IN GOOD FAITH, IN A MANNER REASONABLY BELIEVED TO BE IN 1,306
OR NOT OPPOSED TO THE BEST INTERESTS OF THE ASSOCIATION, OR WITH
THE CARE THAT AN ORDINARILY PRUDENT PERSON IN A LIKE POSITION 1,307
31
WOULD USE UNDER SIMILAR CIRCUMSTANCES. SUCH AN ACTION INCLUDES, 1,308
BUT IS NOT LIMITED TO, AN ACTION THAT INVOLVES OR AFFECTS ANY OF 1,309
THE FOLLOWING:
(a) A CHANGE OR POTENTIAL CHANGE IN CONTROL OF THE 1,311
ASSOCIATION;
(b) A TERMINATION OR POTENTIAL TERMINATION OF THE 1,313
DIRECTOR'S SERVICE TO THE ASSOCIATION AS A DIRECTOR; 1,314
(c) SERVICE IN ANY OTHER POSITION OR RELATIONSHIP WITH THE 1,316
ASSOCIATION. 1,317
(2) A DIRECTOR SHALL NOT BE CONSIDERED TO BE ACTING IN 1,319
GOOD FAITH IF THE DIRECTOR HAS KNOWLEDGE CONCERNING THE MATTER IN 1,320
QUESTION THAT WOULD CAUSE RELIANCE ON INFORMATION, OPINIONS, 1,321
REPORTS, OR STATEMENTS THAT ARE PREPARED OR PRESENTED BY THE 1,322
PERSONS DESCRIBED IN DIVISIONS (A)(1) TO (3) OF THIS SECTION TO 1,323
BE UNWARRANTED.
(3) THE PROVISIONS OF DIVISION (B) OF THIS SECTION DO NOT 1,325
LIMIT RELIEF AVAILABLE UNDER SECTION 1729.24 OF THE REVISED CODE. 1,326
(C)(1) SUBJECT TO DIVISIONS (C)(2) AND (3) OF THIS 1,328
SECTION, A DIRECTOR IS LIABLE IN DAMAGES FOR ANY ACT THAT THE 1,329
DIRECTOR TAKES OR FAILS TO TAKE AS DIRECTOR ONLY IF IT IS PROVED, 1,330
BY CLEAR AND CONVINCING EVIDENCE, IN AN ACTION BROUGHT AGAINST 1,331
THE DIRECTOR THAT THE ACT OR OMISSION OF THE DIRECTOR WAS ONE 1,332
UNDERTAKEN WITH A DELIBERATE INTENT TO CAUSE INJURY TO THE 1,333
ASSOCIATION OR WAS ONE UNDERTAKEN WITH A RECKLESS DISREGARD FOR 1,334
THE BEST INTERESTS OF THE ASSOCIATION. 1,335
(2) DIVISION (C)(1) OF THIS SECTION DOES NOT AFFECT THE 1,337
LIABILITY OF A DIRECTOR UNDER SECTION 1729.25 OF THE REVISED 1,338
CODE.
(3) SUBJECT TO DIVISION (C)(2) OF THIS SECTION, DIVISION 1,341
(C)(1) OF THIS SECTION DOES NOT APPLY IF, AND ONLY TO THE EXTENT
THAT, AT THE TIME OF AN ACT OR OMISSION OF THE DIRECTOR, THE 1,342
ASSOCIATION'S ARTICLES OF INCORPORATION OR BYLAWS STATE, BY 1,343
SPECIFIC REFERENCE TO DIVISION (C)(1) OF THIS SECTION, THAT ITS 1,344
PROVISIONS DO NOT APPLY TO THE ASSOCIATION. 1,345
32
(D) FOR PURPOSES OF THIS SECTION, IN DETERMINING WHAT IS 1,347
REASONABLY BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS 1,348
OF THE ASSOCIATION, A DIRECTOR SHALL CONSIDER THE PURPOSES OF THE 1,349
ASSOCIATION AND MAY CONSIDER ANY OF THE FOLLOWING: 1,350
(1) THE INTERESTS OF THE EMPLOYEES, SUPPLIERS, CREDITORS, 1,352
AND CUSTOMERS OF THE ASSOCIATION; 1,353
(2) THE ECONOMY OF THIS STATE AND OF THE UNITED STATES; 1,355
(3) COMMUNITY AND SOCIETAL MATTERS; 1,357
(4) THE LONG-TERM AND SHORT-TERM BEST INTERESTS OF THE 1,359
ASSOCIATION, INCLUDING, BUT NOT LIMITED TO, THE POSSIBILITY THAT 1,360
THOSE INTERESTS MAY BE BEST SERVED BY THE CONTINUED INDEPENDENCE 1,361
OF THE ASSOCIATION.
(E) DIVISIONS (B) AND (C) OF THIS SECTION DO NOT AFFECT 1,364
THE DUTIES OF A DIRECTOR WHO ACTS IN ANY CAPACITY OTHER THAN AS A
DIRECTOR. 1,365
Sec. 1729.24. (A) UNLESS OTHERWISE PROVIDED IN AN 1,367
ASSOCIATION'S ARTICLES OF INCORPORATION OR BYLAWS: 1,368
(1) NO CONTRACT OR TRANSACTION BETWEEN AN ASSOCIATION AND 1,370
ONE OR MORE OF ITS DIRECTORS OR OFFICERS, OR BETWEEN THE 1,371
ASSOCIATION AND ANY OTHER PERSON IN WHICH ONE OR MORE OF THE 1,372
ASSOCIATION'S DIRECTORS OR OFFICERS, ARE DIRECTORS OR OFFICERS, 1,373
OR HAVE A FINANCIAL OR PERSONAL INTEREST, SHALL BE VOID OR
VOIDABLE SOLELY FOR THIS REASON, OR SOLELY BECAUSE THE DIRECTOR 1,374
OR OFFICER IS PRESENT AT OR PARTICIPATES IN THE MEETING OF THE 1,375
BOARD OR COMMITTEE THAT AUTHORIZES THE CONTRACT OR TRANSACTION, 1,376
OR SOLELY BECAUSE THE DIRECTOR'S OR OFFICER'S VOTES ARE COUNTED 1,377
FOR SUCH PURPOSE, IF ANY OF THE FOLLOWING APPLIES:
(a) THE MATERIAL FACTS AS TO THE RELATIONSHIP OR INTEREST 1,379
AND AS TO THE CONTRACT OR TRANSACTION ARE DISCLOSED OR ARE KNOWN 1,380
TO THE BOARD OR THE COMMITTEE, AND THE BOARD OR COMMITTEE, IN 1,381
GOOD FAITH AUTHORIZES THE CONTRACT OR TRANSACTION BY THE 1,382
AFFIRMATIVE VOTE OF A MAJORITY OF THE DISINTERESTED DIRECTORS, 1,383
EVEN THOUGH THE DISINTERESTED DIRECTORS CONSTITUTE LESS THAN A
QUORUM OF THE BOARD OR THE COMMITTEE; 1,384
33
(b) THE MATERIAL FACTS AS TO THE RELATIONSHIP OR INTEREST 1,386
AND AS TO THE CONTRACT OR TRANSACTION ARE DISCLOSED OR ARE KNOWN 1,387
TO THE MEMBERS ENTITLED TO VOTE ON THE CONTRACT OR TRANSACTION, 1,388
AND THE CONTRACT OR TRANSACTION IS SPECIFICALLY APPROVED AT A 1,389
MEETING OF THE MEMBERS;
(c) THE CONTRACT OR TRANSACTION IS FAIR AS TO THE 1,391
ASSOCIATION AT THE TIME IT IS AUTHORIZED OR APPROVED BY THE 1,392
BOARD, OR A COMMITTEE OF THE BOARD, OR THE MEMBERS. 1,393
(2) COMMON OR INTERESTED DIRECTORS MAY BE COUNTED IN 1,395
DETERMINING THE PRESENCE OF A QUORUM AT A MEETING OF THE BOARD, 1,396
OR OF A COMMITTEE THAT AUTHORIZES THE CONTRACT OR TRANSACTION. 1,397
(B) DIVISIONS (A)(1) AND (2) OF THIS SECTION DO NOT LIMIT 1,400
OR OTHERWISE AFFECT THE LIABILITY OF DIRECTORS UNDER SECTION
1729.25 OF THE REVISED CODE. 1,401
(C) FOR PURPOSES OF DIVISION (A) OF THIS SECTION, A 1,403
DIRECTOR IS NOT AN INTERESTED DIRECTOR SOLELY BECAUSE THE SUBJECT 1,404
OF A CONTRACT OR TRANSACTION MAY INVOLVE OR EFFECT A CHANGE IN 1,405
CONTROL OF THE ASSOCIATION OR CONTINUATION IN OFFICE AS A 1,406
DIRECTOR OF THE ASSOCIATION.
Sec. 1729.25. (A) THE MEMBERS, THE DIRECTORS, AND THE 1,408
OFFICERS OF AN ASSOCIATION SHALL NOT BE PERSONALLY LIABLE FOR ANY 1,409
OBLIGATION OF THE ASSOCIATION. 1,410
(B)(1) DIRECTORS WHO VOTE FOR OR ASSENT TO ANY OF THE 1,412
FOLLOWING ARE JOINTLY AND SEVERALLY LIABLE TO THE ASSOCIATION IN 1,413
ACCORDANCE WITH DIVISION (B)(2) OF THIS SECTION: 1,414
(a) A DISTRIBUTION OF ASSETS TO MEMBERS, STOCKHOLDERS, OR 1,416
PATRONS CONTRARY TO LAW, THE ASSOCIATION'S ARTICLES OF 1,417
INCORPORATION, OR BYLAWS;
(b) A DISTRIBUTION OF ASSETS TO PERSONS OTHER THAN 1,419
CREDITORS DURING THE WINDING UP OF THE AFFAIRS OF THE 1,420
ASSOCIATION, ON DISSOLUTION OR OTHERWISE, WITHOUT THE PAYMENT OF 1,421
ALL KNOWN OBLIGATIONS OF THE ASSOCIATION, OR WITHOUT MAKING 1,422
ADEQUATE PROVISION FOR THE PAYMENT OF THE OBLIGATIONS;
(c) THE MAKING OF LOANS, OTHER THAN IN THE USUAL CONDUCT 1,424
34
OF THE ASSOCIATION'S AFFAIRS OR IN ACCORDANCE WITH THE 1,425
ASSOCIATION'S ARTICLES OR BYLAWS, TO AN OFFICER, DIRECTOR, OR 1,426
MEMBER OF THE ASSOCIATION.
(2)(a) IN CASES UNDER DIVISION (B)(1)(a) OF THIS SECTION, 1,429
UP TO THE AMOUNT OF THE DISTRIBUTION IN EXCESS OF THE AMOUNT THAT 1,430
COULD HAVE BEEN DISTRIBUTED WITHOUT VIOLATION OF LAW, THE
ARTICLES OF INCORPORATION, OR BYLAWS, BUT NOT IN EXCESS OF THE 1,431
AMOUNT THAT WOULD INURE TO THE BENEFIT OF THE CREDITORS OF THE 1,432
ASSOCIATION IF IT WAS INSOLVENT AT THE TIME OF THE DISTRIBUTION 1,433
OR THERE WAS REASONABLE GROUND TO BELIEVE THAT BY SUCH VOTE OR 1,434
ASSENT IT WOULD BE RENDERED INSOLVENT, OR TO THE BENEFIT OF THE
MEMBERS OR STOCKHOLDERS OTHER THAN MEMBERS OR STOCKHOLDERS OF THE 1,435
CLASS IN RESPECT OF WHICH THE DISTRIBUTION WAS MADE; 1,436
(b) IN CASES UNDER DIVISION (B)(1)(b) OF THIS SECTION, TO 1,439
THE EXTENT THAT THE OBLIGATIONS, NOT OTHERWISE BARRED BY STATUTE, 1,440
ARE NOT PAID, OR FOR THE PAYMENT OF WHICH ADEQUATE PROVISION HAS
NOT BEEN MADE; 1,441
(c) IN CASES UNDER DIVISION (B)(1)(c) OF THIS SECTION, FOR 1,444
THE AMOUNT OF THE LOAN WITH INTEREST THEREON AT THE RATE OF SIX 1,445
PER CENT PER YEAR UNTIL THE AMOUNT HAS BEEN PAID.
(3) A DIRECTOR IS NOT LIABLE UNDER DIVISION (B)(1)(a) OR 1,448
(b) OF THIS SECTION, IF IN DETERMINING THE AMOUNT AVAILABLE FOR 1,449
ANY SUCH DISTRIBUTION, THE DIRECTOR IN GOOD FAITH RELIED ON A 1,450
FINANCIAL STATEMENT OF THE ASSOCIATION PREPARED BY AN OFFICER OR 1,451
EMPLOYEE OF THE ASSOCIATION IN CHARGE OF ITS ACCOUNTS OR BY A 1,452
CERTIFIED PUBLIC ACCOUNTANT OR FIRM OF CERTIFIED PUBLIC
ACCOUNTANTS, OR IN GOOD FAITH CONSIDERED THE ASSETS TO BE OF 1,454
THEIR BOOK VALUE, OR FOLLOWED WHAT THE DIRECTOR BELIEVED TO BE 1,455
SOUND ACCOUNTING AND BUSINESS PRACTICE.
(C) A DIRECTOR WHO IS PRESENT AT A MEETING OF THE BOARD OR 1,457
A COMMITTEE OF THE BOARD AT WHICH ACTION ON ANY MATTER IS 1,458
AUTHORIZED OR TAKEN AND WHO HAS NOT VOTED FOR OR AGAINST SUCH 1,459
ACTION SHALL BE PRESUMED TO HAVE VOTED FOR THE ACTION UNLESS THE 1,460
DIRECTOR DISSENTS FROM THE ACTION DURING THE MEETING AND THE 1,461
35
DISSENT IS NOTED IN THE MINUTES OF THE PROCEEDINGS OF THE 1,462
MEETING, OR A WRITTEN DISSENT IS FILED EITHER DURING THE MEETING 1,464
OR WITHIN A REASONABLE TIME AFTER THE ADJOURNMENT OF THE MEETING. 1,465
(D) A MEMBER, STOCKHOLDER, OR PATRON WHO RECEIVES ANY 1,467
DISTRIBUTION MADE CONTRARY TO LAW, THE ASSOCIATION'S ARTICLES OF 1,468
INCORPORATION, OR BYLAWS IS LIABLE TO THE ASSOCIATION FOR THE 1,469
AMOUNT RECEIVED THAT IS IN EXCESS OF THE AMOUNT THAT COULD HAVE 1,470
BEEN DISTRIBUTED.
(E) A DIRECTOR AGAINST WHOM A CLAIM IS ASSERTED UNDER OR 1,472
PURSUANT TO THIS SECTION AND WHO IS HELD LIABLE ON THE CLAIM IS 1,473
ENTITLED TO CONTRIBUTION, ON EQUITABLE PRINCIPLES, FROM OTHER 1,474
DIRECTORS WHO ALSO ARE LIABLE. IN ADDITION, ANY DIRECTOR AGAINST 1,475
WHOM A CLAIM IS ASSERTED UNDER OR PURSUANT TO THIS SECTION, OR 1,476
WHO IS HELD LIABLE, HAS A RIGHT OF CONTRIBUTION FROM THE MEMBER, 1,477
STOCKHOLDER, OR PATRON WHO RECEIVED ANY DISTRIBUTION MADE
CONTRARY TO LAW, THE ARTICLES OF INCORPORATION, OR BYLAWS, AND 1,478
SUCH PERSONS AS AMONG THEMSELVES ALSO ARE ENTITLED TO 1,479
CONTRIBUTION IN PROPORTION TO THE AMOUNTS RECEIVED BY THEM 1,480
RESPECTIVELY.
(F) NO ACTION SHALL BE BROUGHT BY OR ON BEHALF OF AN 1,482
ASSOCIATION, UPON ANY CAUSE OF ACTION ARISING UNDER DIVISION 1,484
(B)(1)(a) OR (b) OF THIS SECTION, AT ANY TIME AFTER TWO YEARS 1,485
FROM THE DAY ON WHICH THE VIOLATION OCCURS; PROVIDED THAT NO SUCH 1,486
ACTION IS BARRED BY THIS DIVISION IF IT IS COMMENCED PRIOR TO THE
EFFECTIVE DATE OF THIS SECTION. 1,487
Sec. 1729.26. (A) THE OFFICERS OF AN ASSOCIATION SHALL 1,489
CONSIST OF A PRESIDENT, A SECRETARY, A TREASURER, AND, IF 1,490
DESIRED, A CHAIRPERSON OF THE BOARD, ONE OR MORE VICE-PRESIDENTS, 1,491
AND SUCH OTHER OFFICERS AND ASSISTANT OFFICERS AS NECESSARY. THE 1,492
OFFICERS SHALL BE ELECTED BY THE BOARD. THE CHAIRPERSON OF THE 1,493
BOARD SHALL BE A DIRECTOR. UNLESS THE ASSOCIATION'S ARTICLES OF 1,494
INCORPORATION OR BYLAWS PROVIDE OTHERWISE, NONE OF THE OTHER 1,495
OFFICERS NEED BE A DIRECTOR. ANY TWO OR MORE OFFICES MAY BE HELD 1,496
BY THE SAME PERSON, BUT NO OFFICER SHALL EXECUTE, ACKNOWLEDGE, OR 1,497
36
VERIFY ANY INSTRUMENT IN MORE THAN ONE CAPACITY IF THE INSTRUMENT 1,498
IS REQUIRED BY LAW OR BY THE ARTICLES OR BYLAWS TO BE EXECUTED,
ACKNOWLEDGED, OR VERIFIED BY TWO OR MORE OFFICERS. UNLESS THE 1,499
ARTICLES OR THE BYLAWS PROVIDE OTHERWISE, ALL OFFICERS SHALL BE 1,500
ELECTED ANNUALLY.
(B) ALL OFFICERS SHALL HAVE THE AUTHORITY TO PERFORM, AND 1,502
SHALL PERFORM, THE DUTIES AS THE BYLAWS PROVIDE, OR AS THE BOARD 1,503
MAY DETERMINE IN ACCORDANCE WITH THE BYLAWS. 1,504
Sec. 1729.15 1729.27. Every IF REQUIRED BY THE 1,513
ASSOCIATION'S BYLAWS, EVERY officer, employee, and agent handling 1,514
funds, negotiable instruments, or other property of or for an 1,516
association shall execute and deliver adequate bonds for the 1,517
faithful performance of his THE OFFICER'S, EMPLOYEE'S, OR AGENT'S 1,518
duties and obligations.
Sec. 1729.16 1729.28. (A) Any member of an association 1,528
may bring charges against an officer or director of the 1,530
association by filing them in writing with the secretary of the 1,531
association, together with a petition, signed by five TWENTY per 1,532
cent of the members, requesting the removal of the officer or 1,533
director in question. The removal shall be voted upon at the 1,534
next regular or special meeting of the association and, by a vote 1,535
of a majority of the members, the association may remove the 1,536
officer or director and fill the vacancy. The director or 1,537
officer against whom such charges are brought shall be informed
in writing of the charges previous to the meeting and shall have 1,538
an opportunity at the meeting to be heard in person or by counsel 1,539
and to present witnesses, and the persons bringing the charges 1,540
against him THE DIRECTOR OR OFFICER shall have the same 1,541
opportunity.
(B) In case the bylaws provide for election of directors 1,543
by districts with primary elections in each district OR OTHER 1,545
GROUPING, then the petition for removal of a director must be 1,547
signed by twenty per cent of the members residing in the district
OR BELONGING TO THE GROUP from which he THE DIRECTOR was elected. 1,550
37
The board of directors shall then call a special meeting of the 1,552
members residing in that district OR BELONGING TO THE GROUP to 1,553
consider AND VOTE UPON the removal of the director; and at such 1,554
meeting, by a vote of the majority of the members of that 1,555
district OR BELONGING TO THE GROUP, the director in question 1,556
shall be removed from office. 1,557
Sec. 1729.29. (A) AN ASSOCIATION SHALL KEEP CORRECT AND 1,559
COMPLETE BOOKS AND RECORDS OF ACCOUNT, AND SHALL ALSO KEEP 1,560
MINUTES OF THE PROCEEDINGS OF MEETINGS OF ITS MEMBERS, BOARD, AND 1,561
DELEGATES. THE ASSOCIATION SHALL KEEP AT ITS PRINCIPAL OFFICE 1,562
RECORDS OF THE NAMES AND ADDRESSES OF ALL MEMBERS AND 1,563
STOCKHOLDERS WITH THE AMOUNT OF OWNERSHIP INTERESTS AND STOCK 1,564
HELD BY EACH.
(B) AT ANY REASONABLE TIME, ANY MEMBER, UPON WRITTEN 1,566
NOTICE THAT STATES A PROPER PURPOSE FOR AN EXAMINATION OF BOOKS 1,567
AND RECORDS AND THAT IS DELIVERED OR SENT TO THE ASSOCIATION AT 1,568
LEAST ONE WEEK IN ADVANCE, MAY EXAMINE THOSE BOOKS AND RECORDS 1,569
PERTINENT TO THE PURPOSE IN THE NOTICE. THE BOARD MAY DENY A 1,570
REQUEST OF A MEMBER TO EXAMINE THE BOOKS AND RECORDS IF THE
PURPOSE IS NOT PROPER BECAUSE THE PURPOSE IS NOT DIRECTLY RELATED 1,571
TO THE PERSON'S INTEREST AS A MEMBER AND IS CONTRARY TO THE BEST 1,572
INTERESTS OF THE ASSOCIATION.
(C) AT ANY REASONABLE TIME, A STOCKHOLDER WHO IS NOT A 1,574
MEMBER, UPON WRITTEN NOTICE THAT STATES A PROPER PURPOSE FOR AN 1,575
EXAMINATION OF BOOKS AND RECORDS AND THAT IS DELIVERED OR SENT TO 1,576
THE ASSOCIATION AT LEAST ONE WEEK IN ADVANCE, MAY EXAMINE THOSE 1,577
BOOKS AND RECORDS THAT ARE PERTINENT TO THE PURPOSE IN THE 1,578
NOTICE. THE BOARD MAY DENY A REQUEST OF A STOCKHOLDER TO EXAMINE 1,579
THE BOOKS AND RECORDS IF THE PURPOSE IS NOT PROPER BECAUSE THE
PURPOSE IS NOT DIRECTLY RELATED TO THE PERSON'S INTEREST AS A 1,580
STOCKHOLDER AND IS CONTRARY TO THE BEST INTEREST OF THE 1,581
ASSOCIATION.
Sec. 1729.35. (A) AN ASSOCIATION MAY MERGE OR CONSOLIDATE 1,583
WITH ONE OR MORE ASSOCIATIONS UNDER THIS CHAPTER. BEFORE AN 1,584
38
ASSOCIATION MAY MERGE OR CONSOLIDATE WITH ANY OTHER ASSOCIATION, 1,585
A WRITTEN AGREEMENT OF MERGER OR CONSOLIDATION SHALL BE APPROVED 1,586
BY THE BOARD OF EACH CONSTITUENT ASSOCIATION AND BY THE MEMBERS 1,587
OF EACH CONSTITUENT ASSOCIATION. THE AGREEMENT SHALL SET FORTH 1,588
THE TERMS OF THE MERGER OR CONSOLIDATION, INCLUDING ANY 1,589
PROVISIONS FOR AMENDMENT OR ABANDONMENT OF THE AGREEMENT. IN THE 1,590
CASE OF A CONSOLIDATION, THE AGREEMENT SHALL ALSO CONTAIN THE
ARTICLES OF INCORPORATION OF THE NEW ASSOCIATION. 1,591
(B)(1) IF THE AGREEMENT OF MERGER OR CONSOLIDATION 1,593
PROVIDES THAT A HOLDER OF STOCK OTHER THAN MEMBERSHIP STOCK OR 1,594
PATRONAGE STOCK IN A CONSTITUENT ASSOCIATION WILL BE AFFECTED, 1,595
ALL OF THE FOLLOWING APPLY:
(a) UNLESS THE BOARD OF THE CONSTITUENT ASSOCIATION 1,597
PROVIDES THAT DIVISION (B)(1)(b) OF THIS SECTION APPLIES, THE 1,598
AFFECTED STOCKHOLDER SHALL BE ENTITLED TO CAST ONE VOTE ON THE 1,599
AGREEMENT REGARDLESS OF THE PAR OR STATED VALUE, THE NUMBER OF 1,600
SHARES, OR THE NUMBER OF AFFECTED CLASSES OF THE STOCK HELD. 1,601
(b) THE BOARD OF A CONSTITUENT ASSOCIATION MAY PROVIDE 1,603
THAT A STOCKHOLDER OTHERWISE ENTITLED TO VOTE UNDER DIVISION 1,605
(B)(1)(a) OF THIS SECTION SHALL INSTEAD BE ENTITLED TO PAYMENT OF 1,606
FAIR CASH VALUE OF THE AFFECTED STOCK HELD BY THE STOCKHOLDER IN
ACCORDANCE WITH SECTION 1729.46 OF THE REVISED CODE. 1,607
(c) A MEMBER HOLDING STOCK AFFECTED BY A PROPOSED 1,609
AGREEMENT OF MERGER OR CONSOLIDATION MAY VOTE ONLY AS A MEMBER 1,610
AND SHALL NOT BE ENTITLED TO VOTE OR DEMAND FAIR CASH VALUE AS AN 1,611
AFFECTED STOCKHOLDER.
(2) FOR PURPOSES OF THIS SECTION, A HOLDER OF STOCK IS 1,613
AFFECTED AS TO ANY CLASS OF STOCK OWNED BY THE HOLDER ONLY IF THE 1,614
AGREEMENT OF MERGER OR CONSOLIDATION DOES ANY OF THE FOLLOWING: 1,615
(a) DECREASES THE DIVIDENDS TO WHICH THAT CLASS MAY BE 1,617
ENTITLED OR CHANGES THE METHOD BY WHICH THE DIVIDEND RATE ON THAT 1,618
CLASS IS FIXED;
(b) PROVIDES FOR ADDITIONAL RESTRICTION OF RIGHTS TO 1,620
TRANSFER SHARES OF THAT CLASS; 1,621
39
(c) GIVES TO ANOTHER EXISTING OR ANY NEW CLASS OF STOCK OR 1,623
EQUITY INTEREST NOT PREVIOUSLY ENTITLED THERETO ANY PREFERENCE, 1,624
AS TO DIVIDENDS OR UPON DISSOLUTION, THAT IS HIGHER THAN 1,625
PREFERENCES OF THAT CLASS;
(d) CHANGES THE PAR VALUE OF SHARES OF THAT CLASS OR OF 1,627
ANY OTHER CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO 1,628
DIVIDENDS OR UPON DISSOLUTION; 1,629
(e) INCREASES THE NUMBER OF AUTHORIZED SHARES OF ANY OTHER 1,631
CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO DIVIDENDS OR 1,632
UPON DISSOLUTION BEYOND THE AGGREGATE AUTHORIZATIONS FOR SUCH 1,633
CLASSES IN THE CONSTITUENT ASSOCIATIONS; 1,634
(f) REQUIRES OR PERMITS AN EXCHANGE OF SHARES OF ANY CLASS 1,636
WITH LOWER PREFERENCES AS TO DIVIDENDS OR UPON DISSOLUTION FOR 1,637
SHARES OF ANY OTHER CLASS WITH HIGHER PREFERENCES. 1,638
(C) THE AGREEMENT IS APPROVED IF ALL OF THE FOLLOWING 1,640
CONDITIONS ARE MET WITH RESPECT TO EACH CONSTITUENT ASSOCIATION: 1,641
(1) NOTICE OF THE MEETING TO VOTE ON THE AGREEMENT, THE 1,643
AGREEMENT, AND A DESCRIPTION OF THE METHOD OF VOTING HAVE BEEN 1,644
SENT TO ALL MEMBERS, AND TO ALL AFFECTED STOCKHOLDERS ENTITLED 1,645
EITHER TO VOTE ON THE AGREEMENT OR TO RECEIVE PAYMENT OF FAIR 1,646
CASH VALUE UNDER DIVISION (B) OF THIS SECTION. 1,647
(2) SIXTY PER CENT OF THE MEMBER VOTES CAST APPROVE THE 1,649
AGREEMENT, AND A SIMPLE MAJORITY OF THE VOTES CAST BY THE 1,650
AFFECTED STOCKHOLDERS ENTITLED TO VOTE UNDER DIVISION (B) OF THIS 1,652
SECTION APPROVE THE AGREEMENT.
(D) NOTWITHSTANDING DIVISION (C) OF THIS SECTION, NO VOTE 1,655
OF THE MEMBERS OR STOCKHOLDERS OF A CONSTITUENT ASSOCIATION SHALL
BE NECESSARY TO APPROVE A MERGER OF A WHOLLY OWNED SUBSIDIARY 1,656
ASSOCIATION WITH AND INTO ITS PARENT ASSOCIATION OR A MERGER OR A 1,657
CONSOLIDATION OF TWO OR MORE SUBSIDIARY ASSOCIATIONS THAT ARE 1,658
WHOLLY OWNED BY AN ASSOCIATION.
(E) AFTER APPROVAL OF AN AGREEMENT UNDER THIS SECTION, BUT 1,660
BEFORE THE MERGER OR CONSOLIDATION IS EFFECTIVE, THE AGREEMENT 1,661
MAY BE AMENDED IN ACCORDANCE WITH ANY PROVISION FOR AMENDMENT SET 1,662
40
FORTH IN THE AGREEMENT, PROVIDED THAT AN AMENDMENT MADE 1,663
SUBSEQUENT TO ADOPTION OF THE AGREEMENT BY THE MEMBERS OF ANY 1,664
CONSTITUENT ASSOCIATION SHALL NOT DO ANY OF THE FOLLOWING:
(1) CHANGE THE MEMBERSHIP RIGHTS, OR THE AMOUNT OR KIND OF 1,666
STOCK, SECURITIES, CASH, PROPERTY, OR OTHER RIGHTS TO BE 1,667
RECEIVED, EXCHANGED, OR CONVERTED IN THE MERGER OR CONSOLIDATION; 1,668
(2) CHANGE THE ARTICLES OF INCORPORATION OR BYLAWS OF THE 1,670
SURVIVING OR NEW ASSOCIATION AS PROVIDED FOR IN THE AGREEMENT; 1,671
(3) CHANGE ANY PROVISION OF THE AGREEMENT WITH RESPECT TO 1,673
THE RIGHTS OF MEMBERS OR THE MANNER OF VOTING IN THE SURVIVING OR 1,674
NEW ASSOCIATION.
(F) AFTER APPROVAL OF AN AGREEMENT UNDER THIS SECTION, BUT 1,676
BEFORE THE MERGER OR CONSOLIDATION IS EFFECTIVE, THE MERGER OR 1,677
CONSOLIDATION MAY BE ABANDONED IN ACCORDANCE WITH ANY PROVISION 1,678
FOR ABANDONMENT SET FORTH IN THE AGREEMENT. 1,679
(G) THE MERGER OR CONSOLIDATION SHALL TAKE EFFECT IN 1,681
ACCORDANCE WITH SECTIONS 1729.37 AND 1729.38 OF THE REVISED CODE. 1,682
Sec. 1729.36. (A) AN ASSOCIATION MAY MERGE OR CONSOLIDATE 1,684
WITH ONE OR MORE ENTITIES, IF SUCH MERGER OR CONSOLIDATION IS 1,685
PERMITTED BY THE LAWS UNDER WHICH EACH CONSTITUENT ENTITY EXISTS 1,686
AND THE ASSOCIATION COMPLIES WITH THIS SECTION. 1,687
(B) EACH CONSTITUENT ASSOCIATION SHALL COMPLY WITH SECTION 1,689
1729.35 OF THE REVISED CODE WITH RESPECT TO FORM AND APPROVAL OF 1,690
AN AGREEMENT OF MERGER OR CONSOLIDATION, AND EACH CONSTITUENT 1,691
ENTITY SHALL COMPLY WITH THE APPLICABLE PROVISIONS OF THE LAWS 1,692
UNDER WHICH IT EXISTS, EXCEPT THAT THE AGREEMENT OF MERGER OR 1,693
CONSOLIDATION, BY WHATEVER NAME DESIGNATED, SHALL COMPLY WITH
DIVISIONS (C) AND (D) OF THIS SECTION. 1,694
(C) THE AGREEMENT OF MERGER OR CONSOLIDATION SHALL SET 1,696
FORTH ALL OF THE FOLLOWING: 1,697
(1) THE NAMES OF THE STATES AND THE LAWS UNDER WHICH EACH 1,699
CONSTITUENT ENTITY EXISTS; 1,700
(2) ALL STATEMENTS AND MATTERS REQUIRED TO BE SET FORTH IN 1,702
AGREEMENTS OF MERGER OR CONSOLIDATION BY THE LAWS UNDER WHICH ANY 1,703
41
CONSTITUENT ENTITY EXISTS;
(3) A STATEMENT THAT THE SURVIVING OR NEW ENTITY IS TO BE 1,705
AN ASSOCIATION, CORPORATION, OR LIMITED LIABILITY COMPANY; 1,706
(4) IF THE SURVIVING OR NEW ENTITY IS TO BE A FOREIGN 1,708
ENTITY:
(a) THE PLACE WHERE THE PRINCIPAL OFFICE OF THE SURVIVING 1,710
OR NEW ENTITY IS TO BE LOCATED IN THE STATE IN WHICH THE 1,711
SURVIVING OR NEW ENTITY IS TO EXIST; 1,712
(b) THE CONSENT BY THE SURVIVING OR NEW ENTITY THAT IT MAY 1,714
BE SUED AND SERVED WITH PROCESS IN THIS STATE IN ANY PROCEEDING 1,716
FOR THE ENFORCEMENT OF ANY OBLIGATION OF ANY CONSTITUENT 1,717
ASSOCIATION OR DOMESTIC ENTITY;
(c) THE CONSENT BY THE SURVIVING OR NEW ENTITY THAT IT 1,719
SHALL BE SUBJECT TO THE APPLICABLE PROVISIONS OF CHAPTER 1703. OF 1,721
THE REVISED CODE, IF IT IS A FOREIGN CORPORATION OR FOREIGN 1,724
ASSOCIATION, OR TO SECTIONS 1705.53 TO 1705.58 OF THE REVISED 1,726
CODE, IF IT IS A FOREIGN LIMITED LIABILITY COMPANY; 1,727
(d) IF IT IS DESIRED THAT THE SURVIVING OR NEW ENTITY 1,729
EXERCISE ITS CORPORATE PRIVILEGES IN THIS STATE AS A FOREIGN 1,730
ENTITY. 1,731
(D) THE AGREEMENT MAY ALSO SET FORTH OTHER PROVISIONS 1,733
PERMITTED BY THE LAWS OF ANY STATE IN WHICH ANY CONSTITUENT 1,734
ENTITY EXISTS.
(E) IF THE SURVIVING OR NEW ENTITY IS AN ASSOCIATION, THE 1,736
MERGER OR CONSOLIDATION SHALL TAKE EFFECT IN ACCORDANCE WITH 1,737
SECTIONS 1729.37 AND 1729.38 OF THE REVISED CODE. 1,738
(F) IF THE SURVIVING OR NEW ENTITY IS AN ENTITY OTHER THAN 1,740
AN ASSOCIATION, THE MERGER OR CONSOLIDATION SHALL TAKE EFFECT IN 1,741
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE LAWS UNDER WHICH 1,742
IT EXISTS.
Sec. 1729.37. (A) UNLESS A LATER DATE IS SPECIFIED IN THE 1,744
AGREEMENT, A MERGER OR CONSOLIDATION UNDER SECTIONS 1729.35 AND 1,746
1729.36 OF THE REVISED CODE IS EFFECTIVE WHEN THE CERTIFICATE OF 1,747
MERGER OR CONSOLIDATION IS FILED IN ACCORDANCE WITH SECTION 1,748
42
1729.38 OF THE REVISED CODE. IF, AFTER FILING THE CERTIFICATE
BUT BEFORE THE MERGER OR CONSOLIDATION IS EFFECTIVE, THE MERGER 1,749
OR CONSOLIDATION IS AMENDED OR ABANDONED, AS PROVIDED IN 1,750
DIVISIONS (E) AND (F) OF SECTION 1729.35 OF THE REVISED CODE, AN 1,751
AUTHORIZED OFFICER OF EACH CONSTITUENT ASSOCIATION SHALL SIGN A 1,752
CERTIFICATE OF AMENDMENT OR ABANDONMENT STATING THAT THE 1,753
AGREEMENT OF MERGER OR CONSOLIDATION HAS BEEN AMENDED OR 1,754
ABANDONED AND THE DATE OF SUCH ACTION, AND SHALL FILE THE 1,755
CERTIFICATE IN THE SAME MANNER AS THE CERTIFICATE OF MERGER OR 1,756
CONSOLIDATION. ANY CERTIFICATE OF AMENDMENT OR ABANDONMENT SHALL
BE FILED PRIOR TO THE DATE THE MERGER OR CONSOLIDATION WOULD 1,757
OTHERWISE BE EFFECTIVE.
(B) IN THE CASE OF A MERGER, THE SURVIVING ASSOCIATION OR 1,759
ENTITY IS THE ONE DESIGNATED IN THE AGREEMENT. IN THE CASE OF A 1,760
CONSOLIDATION, THE NEW ASSOCIATION OR ENTITY IS THE ONE 1,761
DESIGNATED IN THE AGREEMENT. THE SEPARATE EXISTENCE OF ALL 1,762
CONSTITUENT ASSOCIATIONS OR ENTITIES IN THE AGREEMENT, EXCEPT THE 1,763
SURVIVING OR NEW ASSOCIATION OR ENTITY, CEASES UPON THE EFFECTIVE 1,764
DATE OF THE MERGER OR CONSOLIDATION.
(C) THE SURVIVING OR NEW ASSOCIATION OR ENTITY POSSESSES 1,766
ALL THE RIGHTS AND ALL THE PROPERTY OF EACH CONSTITUENT 1,767
ASSOCIATION OR ENTITY, AND IS RESPONSIBLE FOR ALL THEIR 1,768
OBLIGATIONS. TITLE TO ANY PROPERTY IS VESTED IN THE SURVIVING OR 1,769
NEW ASSOCIATION OR ENTITY WITH NO REVERSION OR IMPAIRMENT OF THE
PROPERTY CAUSED BY THE MERGER OR CONSOLIDATION. A MERGER OR 1,770
CONSOLIDATION SHALL NOT BE CONSIDERED AN ASSIGNMENT. NO RIGHT OF 1,771
ANY CREDITOR SHALL BE IMPAIRED BY THE MERGER OR CONSOLIDATION 1,772
WITHOUT THE CREDITOR'S CONSENT.
(D) IF THE SURVIVING ORGANIZATION IS AN ASSOCIATION, THE 1,774
ARTICLES OF INCORPORATION ARE AMENDED TO THE EXTENT PROVIDED IN 1,775
THE AGREEMENT OF MERGER. 1,776
Sec. 1729.38. (A)(1) UPON ADOPTION OF AN AGREEMENT OF 1,778
MERGER OR CONSOLIDATION UNDER SECTION 1729.35 OR 1729.36 OF THE 1,779
REVISED CODE, A CERTIFICATE, SIGNED BY ANY AUTHORIZED OFFICER OF 1,780
43
EACH CONSTITUENT ASSOCIATION OR ENTITY, SHALL BE FILED WITH THE 1,782
SECRETARY OF STATE ON A FORM PRESCRIBED BY THE SECRETARY OF STATE 1,783
THAT SETS FORTH THE FOLLOWING: 1,784
(a) THE NAME AND FORM OF EACH CONSTITUENT ASSOCIATION OR 1,786
ENTITY AND THE STATE LAW UNDER WHICH EACH CONSTITUENT ENTITY 1,787
EXISTS;
(b) A STATEMENT THAT EACH CONSTITUENT ASSOCIATION OR 1,789
ENTITY HAS ADOPTED THE AGREEMENT OF MERGER OR CONSOLIDATION, THE 1,790
MANNER OF ADOPTION, AND THAT THE AGREEMENT WAS ADOPTED IN 1,791
COMPLIANCE WITH THE LAWS APPLICABLE TO EACH CONSTITUENT 1,792
ASSOCIATION OR ENTITY;
(c) THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION, 1,794
WHICH DATE MAY BE ON OR AFTER THE DATE OF FILING OF THE 1,795
CERTIFICATE;
(d) IN THE CASE OF A MERGER, A STATEMENT THAT ONE OR MORE 1,797
SPECIFIED CONSTITUENT ASSOCIATIONS OR ENTITIES WILL BE MERGED 1,798
INTO A SPECIFIED SURVIVING ASSOCIATION OR ENTITY, OR, IN THE CASE 1,799
OF A CONSOLIDATION, A STATEMENT THAT THE CONSTITUENT ASSOCIATIONS 1,800
OR ENTITIES WILL BE CONSOLIDATED INTO A NEW ASSOCIATION OR 1,801
ENTITY;
(e) THE NAME AND ADDRESS OF THE STATUTORY AGENT UPON WHOM 1,803
ANY PROCESS, NOTICE, OR DEMAND AGAINST ANY CONSTITUENT 1,804
ASSOCIATION OR ENTITY, OR THE SURVIVING OR NEW ASSOCIATION OR 1,805
ENTITY MAY BE SERVED.
(2) IN THE CASE OF A MERGER INTO AN ASSOCIATION OR 1,807
DOMESTIC ENTITY, ANY AMENDMENTS TO THE ARTICLES OF INCORPORATION 1,808
OR THE ARTICLES OR ORGANIZATION OF THE SURVIVING ASSOCIATION OR 1,809
ENTITY SHALL BE FILED WITH THE CERTIFICATE.
(3) IN THE CASE OF A CONSOLIDATION TO FORM A NEW DOMESTIC 1,811
ASSOCIATION OR ENTITY, THE ARTICLES OF INCORPORATION OR THE 1,812
ARTICLES OF ORGANIZATION OF THE NEW ASSOCIATION OR ENTITY SHALL 1,813
BE FILED WITH THE CERTIFICATE.
(4) IF THE SURVIVING OR NEW ENTITY IS A FOREIGN ENTITY 1,815
THAT DESIRES TO TRANSACT BUSINESS IN THIS STATE AS A FOREIGN 1,816
44
ENTITY, THE CERTIFICATE SHALL BE ACCOMPANIED BY THE INFORMATION 1,817
REQUIRED FOR QUALIFICATION OF A FOREIGN ENTITY IN THIS STATE BY 1,818
CHAPTER 1703. OF THE REVISED CODE, IN THE CASE OF A FOREIGN
CORPORATION OR FOREIGN COOPERATIVE, OR BY SECTIONS 1705.53 AND 1,819
1705.54 OF THE REVISED CODE, IN THE CASE OF A FOREIGN LIMITED 1,820
LIABILITY COMPANY.
(B) A COPY OF THE CERTIFICATE OF MERGER OR CONSOLIDATION, 1,822
CERTIFIED BY THE SECRETARY OF STATE, MAY BE FILED FOR RECORD IN 1,823
THE OFFICE OF THE COUNTY RECORDER OF ANY COUNTY IN THIS STATE. 1,824
FOR SUCH RECORDING THE COUNTY RECORDER SHALL CHARGE AND COLLECT 1,825
THE SAME FEE AS IN THE CASE OF DEEDS. THE CERTIFIED COPY OF THE 1,826
CERTIFICATE OF MERGER OR CONSOLIDATION SHALL BE RECORDED IN THE 1,827
RECORDS OF DEEDS.
(C) FOR PURPOSES OF THIS SECTION, "DOMESTIC ENTITY" MEANS 1,830
A CORPORATION OR LIMITED LIABILITY COMPANY ORGANIZED UNDER THE 1,831
LAWS OF THIS STATE.
Sec. 1729.40. (A) ANY ASSOCIATION MAY DIVIDE ITSELF INTO 1,833
TWO OR MORE ASSOCIATIONS. A WRITTEN PLAN OF DIVISION SHALL BE 1,834
APPROVED BY THE ASSOCIATION'S BOARD. SUCH PLAN SHALL SET FORTH 1,835
ALL THE TERMS OF THE DIVISION AND THE PROPOSED EFFECT OF THE 1,836
DIVISION ON ALL MEMBERS AND STOCKHOLDERS OF THE ASSOCIATION. THE 1,837
PLAN SHALL ALSO CONTAIN THE ARTICLES OF INCORPORATION AND BYLAWS 1,838
OF EACH ASSOCIATION RESULTING FROM THE DIVISION, WHICH ARTICLES 1,839
AND BYLAWS SHALL CONFORM TO THE REQUIREMENTS FOR ASSOCIATIONS 1,840
ORGANIZED UNDER THIS CHAPTER. 1,841
(B)(1) IF THE PLAN OF DIVISION PROVIDES THAT A HOLDER OF 1,843
STOCK OTHER THAN MEMBERSHIP STOCK OR PATRONAGE STOCK WILL BE 1,844
AFFECTED, THE FOLLOWING APPLY: 1,845
(a) UNLESS THE BOARD PROVIDES THAT DIVISION (B)(1)(b) OF 1,848
THIS SECTION APPLIES, THE AFFECTED STOCKHOLDER SHALL BE ENTITLED 1,849
TO CAST ONE VOTE ON THE PLAN OF DIVISION REGARDLESS OF THE PAR OR 1,850
STATE VALUE, THE NUMBER OF SHARES, OR THE NUMBER OF AFFECTED 1,851
CLASSES OF THE STOCK HELD.
(b) THE BOARD MAY PROVIDE THAT A STOCKHOLDER OTHERWISE 1,853
45
ENTITLED TO VOTE UNDER DIVISION (B)(1)(a) OF THIS SECTION SHALL 1,855
INSTEAD BE ENTITLED TO PAYMENT OF FAIR CASH VALUE OF THE AFFECTED
STOCK HELD BY THE STOCKHOLDER IN ACCORDANCE WITH SECTION 1729.46 1,856
OF THE REVISED CODE.
(c) A MEMBER HOLDING STOCK AFFECTED BY A PROPOSED PLAN OF 1,858
DIVISION MAY VOTE ONLY AS A MEMBER AND SHALL NOT BE ENTITLED TO 1,859
VOTE OR DEMAND FAIR CASH VALUE AS AN AFFECTED STOCKHOLDER. 1,860
(2) FOR PURPOSES OF THIS SECTION, A HOLDER OF STOCK IS 1,862
AFFECTED AS TO ANY CLASS OF STOCK OWNED BY THE HOLDER ONLY IF THE 1,863
PLAN OF DIVISION DOES ANY OF THE FOLLOWING: 1,864
(a) DECREASES THE DIVIDENDS TO WHICH THAT CLASS MAY BE 1,866
ENTITLED OR CHANGES THE METHOD BY WHICH THE DIVIDEND RATE ON THAT 1,867
CLASS IS FIXED;
(b) PROVIDES ANY ADDITIONAL RESTRICTION ON RIGHTS TO 1,869
TRANSFER SHARES OF THAT CLASS; 1,870
(c) GIVES TO ANOTHER EXISTING OR ANY NEW CLASS OF STOCK OR 1,872
EQUITY INTEREST NOT PREVIOUSLY ENTITLED THERETO ANY PREFERENCE, 1,873
AS TO DIVIDENDS OR UPON DISSOLUTION, THAT IS HIGHER THAN 1,874
PREFERENCES OF THAT CLASS IN A RESULTING ASSOCIATION; 1,875
(d) CHANGES THE PAR VALUE OF SHARES OF THAT CLASS OR OF 1,877
ANY OTHER CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO 1,878
DIVIDENDS OR UPON DISSOLUTION; 1,879
(e) INCREASES THE AGGREGATE NUMBER OF AUTHORIZED SHARES OF 1,881
ANY OTHER CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO 1,882
DIVIDENDS OR UPON DISSOLUTION IN THE RESULTING ASSOCIATIONS 1,883
BEYOND THE AUTHORIZATION FOR SUCH CLASSES IN THE ORIGINAL 1,884
ASSOCIATION;
(f) REQUIRES OR PERMITS AN EXCHANGE OF SHARES OF ANY CLASS 1,886
WITH LOWER PREFERENCES AS TO DIVIDENDS OR UPON DISSOLUTION IN THE 1,887
ORIGINAL ASSOCIATION FOR SHARES OF ANY OTHER CLASS WITH HIGHER 1,889
PREFERENCES IN A RESULTING ASSOCIATION.
(C) THE PLAN OF DIVISION IS APPROVED IF BOTH OF THE 1,891
FOLLOWING CONDITIONS ARE MET: 1,892
(1) NOTICE OF THE MEETING TO VOTE ON THE PLAN, THE PLAN OF 1,894
46
DIVISION, AND A DESCRIPTION OF THE METHOD OF VOTING HAVE BEEN 1,895
SENT TO ALL MEMBERS AND TO ALL AFFECTED STOCKHOLDERS ENTITLED 1,896
EITHER TO VOTE ON THE PLAN OR TO RECEIVE PAYMENT OF FAIR CASH 1,897
VALUE UNDER DIVISION (B) OF THIS SECTION.
(2) SIXTY PER CENT OF THE MEMBER VOTES CAST APPROVE THE 1,899
PLAN, AND A SIMPLE MAJORITY OF THE VOTES CAST BY THE AFFECTED 1,900
STOCKHOLDERS ENTITLED TO VOTE UNDER DIVISION (B) OF THIS SECTION 1,901
APPROVE THE PLAN.
(D) AFTER APPROVAL OF A PLAN OF DIVISION UNDER THIS 1,903
SECTION, BUT BEFORE THE DIVISION IS EFFECTIVE, THE PLAN MAY BE 1,904
AMENDED OR ABANDONED IN ACCORDANCE WITH A PROVISION FOR AMENDMENT 1,905
OR ABANDONMENT SET FORTH IN THE PLAN, PROVIDED THAT AN AMENDMENT 1,906
MADE SUBSEQUENT TO APPROVAL OF THE PLAN BY THE MEMBERS SHALL NOT 1,907
DO ANY OF THE FOLLOWING:
(1) CHANGE THE MEMBERSHIP RIGHTS, OR THE AMOUNT OR KIND OF 1,909
STOCK, SECURITIES, CASH, PROPERTY, OR OTHER RIGHTS TO BE 1,910
RECEIVED, EXCHANGED, OR CONVERTED IN THE DIVISION; 1,911
(2) CHANGE THE ARTICLES OF INCORPORATION OR BYLAWS OF THE 1,913
RESULTING ASSOCIATIONS AS PROVIDED FOR IN THE PLAN; 1,914
(3) CHANGE ANY PROVISION OF THE PLAN WITH RESPECT TO THE 1,916
RIGHTS OF MEMBERS OR THE MANNER OF VOTING IN THE RESULTING 1,917
ASSOCIATIONS.
(E)(1) UPON APPROVAL OF A PLAN OF DIVISION, A CERTIFICATE, 1,919
SIGNED BY ANY AUTHORIZED OFFICER OF THE ORIGINAL ASSOCIATION, 1,920
SHALL BE FILED WITH THE SECRETARY OF STATE ON A FORM PRESCRIBED 1,921
BY THE SECRETARY OF STATE SETTING FORTH THE FOLLOWING: 1,922
(a) THE NAME OF THE ORIGINAL ASSOCIATION AND THE NAME OF 1,924
EACH RESULTING ASSOCIATION; 1,925
(b) A STATEMENT THAT THE ORIGINAL ASSOCIATION HAS ADOPTED 1,927
THE PLAN OF DIVISION, THE MANNER OF ADOPTION, AND THAT THE PLAN 1,928
WAS ADOPTED IN COMPLIANCE WITH THIS SECTION OF THE REVISED CODE; 1,929
(c) THE EFFECTIVE DATE OF THE DIVISION, WHICH DATE MAY BE 1,931
ON OR AFTER THE DATE OF FILING OF THE CERTIFICATE; 1,932
(d) A STATEMENT THAT THE ORIGINAL ASSOCIATION WILL BE 1,934
47
DIVIDED INTO SPECIFIED RESULTING ASSOCIATIONS; 1,935
(e) THE NAME AND ADDRESS OF THE STATUTORY AGENT UPON WHOM 1,937
ANY PROCESS, NOTICE, OR DEMAND AGAINST THE ORIGINAL ASSOCIATION 1,938
MAY BE SERVED, AND THE NAME AND ADDRESS OF A STATUTORY AGENT FOR 1,939
EACH RESULTING ASSOCIATION UPON WHOM PROCESS, NOTICE, OR DEMAND 1,940
AGAINST THAT RESULTING ASSOCIATION MAY BE SERVED. 1,941
(2) THE ARTICLES OF INCORPORATION OF EACH OF THE RESULTING 1,943
ASSOCIATIONS SHALL BE FILED WITH THE CERTIFICATE. 1,944
Sec. 1729.42. (A) A DOMESTIC CORPORATION MAY CONVERT 1,946
ITSELF INTO AN ASSOCIATION BY ADOPTING AN AMENDMENT TO ITS 1,947
ARTICLES OF INCORPORATION IN WHICH IT ELECTS TO BECOME SUBJECT TO 1,948
THIS CHAPTER, TOGETHER WITH ANY CHANGES IN ITS ARTICLES OF 1,949
INCORPORATION AND BYLAWS REQUIRED BY THIS CHAPTER, AND ANY OTHER 1,950
DESIRABLE CHANGES PERMITTED BY THIS CHAPTER. THE AMENDMENT SHALL
BE ADOPTED, FILED, AND RECORDED IN THE MANNER PROVIDED BY THE LAW 1,951
UNDER WHICH THE CORPORATION EXISTS. 1,952
(B) AN ASSOCIATION MAY CONVERT ITSELF TO A DOMESTIC 1,954
CORPORATION BY ADOPTING AN AMENDMENT TO ITS ARTICLES OF 1,955
INCORPORATION IN WHICH IT ELECTS TO BECOME SUBJECT TO ANY OTHER 1,956
CHAPTER OF TITLE XVII OF THE REVISED CODE, IF SO PERMITTED BY 1,958
SUCH CHAPTER, TOGETHER WITH ANY CHANGES IN ITS ARTICLES OF
INCORPORATION AND BYLAWS REQUIRED BY SUCH CHAPTER AND ANY OTHER 1,959
DESIRABLE CHANGES PERMITTED BY SUCH CHAPTER. THE AMENDMENT SHALL 1,960
BE ADOPTED, FILED, AND RECORDED UNDER THIS CHAPTER IN THE SAME 1,961
MANNER AS AN AMENDMENT OF THE ARTICLES OF INCORPORATION UNDER 1,962
SECTIONS 1729.08 AND 1729.09 OF THE REVISED CODE.
Sec. 1729.44. AN ACTION TO SET ASIDE A MERGER, 1,964
CONSOLIDATION, DIVISION, OR CONVERSION OF AN ASSOCIATION, ON THE 1,965
GROUND THAT ANY SECTION OF THE REVISED CODE HAS NOT BEEN COMPLIED 1,966
WITH, SHALL BE BROUGHT WITHIN NINETY DAYS AFTER THE EFFECTIVE
DATE OF THE MERGER, CONSOLIDATION, DIVISION, OR CONVERSION, OR 1,967
SUCH ACTION SHALL BE FOREVER BARRED. 1,968
Sec. 1729.46. (A) IN ORDER TO OBTAIN PAYMENT OF THE FAIR 1,970
CASH VALUE, A STOCKHOLDER ENTITLED TO PAYMENT OF THE FAIR CASH 1,971
48
VALUE OF STOCK UNDER SECTION 1729.09, 1729.35, 1729.36, 1729.40, 1,972
OR 1729.42 OF THE REVISED CODE SHALL DELIVER A WRITTEN DEMAND FOR 1,973
PAYMENT OF THE FAIR CASH VALUE OF THE STOCK TO THE ASSOCIATION NO 1,974
LATER THAN FIFTEEN DAYS AFTER NOTICE IS SENT TO MEMBERS AND 1,975
STOCKHOLDERS IN ACCORDANCE WITH SECTION 1729.09, 1729.35, 1,976
1729.36, 1729.40, OR 1729.42 OF THE REVISED CODE, AS THE CASE MAY 1,977
BE. THE WRITTEN DEMAND SHALL STATE THE NAME AND ADDRESS OF THE 1,978
STOCKHOLDER, THE NUMBER AND CLASS OF THE STOCK FOR WHICH FAIR 1,980
CASH VALUE IS DEMANDED, AND THE AMOUNT CLAIMED BY THE STOCKHOLDER 1,981
TO BE THE FAIR CASH VALUE OF THE STOCK. DELIVERY OF WRITTEN 1,982
DEMAND FOR PAYMENT OF FAIR CASH VALUE OF STOCK IN ACCORDANCE WITH 1,983
THIS SECTION IS SUFFICIENT IF DELIVERED TO THE ASSOCIATION OR TO 1,984
THE SURVIVING OR NEW ASSOCIATION OR ENTITY RESULTING FROM THE
MERGER, CONSOLIDATION, DIVISION, OR CONVERSION, WHETHER THE 1,985
DEMAND IS DELIVERED BEFORE, ON, OR AFTER THE EFFECTIVE DATE OF 1,987
THE ACTION. IF WRITTEN DEMAND IS NOT TIMELY DELIVERED IN 1,988
CONFORMITY WITH THIS SECTION, THE STOCKHOLDER'S RIGHT TO PAYMENT 1,989
OF FAIR CASH VALUE WITH RESPECT TO THE AMENDMENT TO THE ARTICLES 1,990
OF INCORPORATION, AGREEMENT OF MERGER OR CONSOLIDATION, PLAN OF 1,991
DIVISION, OR CONVERSION SHALL BE BARRED.
(B) IF A TIMELY DEMAND IS DELIVERED IN ACCORDANCE WITH 1,993
THIS SECTION, FAIR CASH VALUE OF THE STOCK SHALL BE DETERMINED 1,994
AND PAID TO THE STOCKHOLDER IN ACCORDANCE WITH THE FOLLOWING 1,995
PROCEDURES:
(1) THE ASSOCIATION OR THE SURVIVING, NEW, OR RESULTING 1,997
ASSOCIATION OR ENTITY SHALL SEND A WRITTEN ACKNOWLEDGMENT OF 1,999
RECEIPT OF THE DEMAND FOR FAIR CASH VALUE TO THE ADDRESS 2,000
SPECIFIED IN THE DEMAND NO LATER THAN FIFTEEN DAYS AFTER RECEIPT
OF THE DEMAND. IF THE BOARD OF THE ASSOCIATION OR THE SURVIVING, 2,001
NEW, OR RESULTING ASSOCIATION OR ENTITY BELIEVES THAT THE DEMAND 2,002
HAS FAILED TO COMPLY WITH THE REQUIREMENTS OF THIS SECTION, THE 2,004
ACKNOWLEDGMENT SHALL STATE ANY SUCH DEFECTS. THE ACKNOWLEDGMENT 2,005
ALSO SHALL STATE WHAT THE BOARD BELIEVES TO BE THE FAIR CASH 2,006
VALUE OF THE STOCK THAT IS THE SUBJECT OF THE DEMAND. IF THE 2,007
49
ARTICLES OF INCORPORATION OF THE CONSTITUENT OR ORIGINAL
ASSOCIATION PROVIDE A VALUE FOR THE STOCK UPON REDEMPTION, THE 2,009
FAIR CASH VALUE OF THE STOCK PRESUMPTIVELY SHALL BE THE LESSER OF 2,011
THE REDEMPTION VALUE OR THE FAIR MARKET VALUE OF SUCH STOCK
IMMEDIATELY PRIOR TO THE MERGER, CONSOLIDATION, DIVISION, OR 2,012
CONVERSION.
(2) THE STOCKHOLDER SHALL NOT TRANSFER, ENCUMBER, PLEDGE, 2,014
OR OTHERWISE DISPOSE OF THE STOCK THAT IS THE SUBJECT OF THE 2,015
DEMAND FOR FAIR CASH VALUE, OR ANY CERTIFICATE REPRESENTING SUCH 2,016
STOCK, UNTIL THE DEMAND IS FINALLY RESOLVED BY AGREEMENT, 2,017
WITHDRAWAL, OR FINAL JUDICIAL DETERMINATION AS PROVIDED IN THIS
SECTION. 2,018
(3) IF THE ASSOCIATION'S ARTICLES OF INCORPORATION OR 2,020
BYLAWS PROVIDE A REASONABLE BASIS FOR DETERMINING AND PAYING THE 2,021
FAIR CASH VALUE OF THE STOCK THAT IS THE SUBJECT OF THE DEMAND 2,022
FOR FAIR CASH VALUE, OR IF THE ASSOCIATION OR THE SURVIVING, NEW, 2,023
OR RESULTING ASSOCIATION OR ENTITY AND THE DEMANDING STOCKHOLDER 2,024
REACH AN AGREEMENT ON THE FAIR CASH VALUE OF THE STOCK WITHIN 2,025
THREE MONTHS AFTER DELIVERY OF THE DEMAND FOR FAIR CASH VALUE, 2,026
THE FAIR CASH VALUE OF THE STOCK SHALL BE DETERMINED IN 2,027
ACCORDANCE WITH THE CONSTITUENT OR ORIGINAL ASSOCIATION'S 2,028
ARTICLES OF INCORPORATION OR BYLAWS, OR AS AGREED UPON, AS THE 2,029
CASE MAY BE. THE ASSOCIATION SHALL THEREUPON TENDER PAYMENT OF 2,030
THE FAIR CASH VALUE SO DETERMINED, TO BE PAID TO THE STOCKHOLDER 2,031
WITHIN THIRTY DAYS OF DELIVERY OF ANY CERTIFICATES REPRESENTING 2,032
THE STOCK OR THE STOCKHOLDER'S WRITTEN WAIVER AND RELEASE OF 2,033
CLAIM TO ALL RIGHTS TO THE STOCK TO THE ASSOCIATION OR THE
SURVIVING, NEW, OR RESULTING ASSOCIATION OR ENTITY. WITHOUT 2,034
PRECLUDING OTHER POSSIBLE REASONABLE BASES FOR DETERMINING FAIR 2,036
CASH VALUE OF STOCK UNDER THIS SECTION, A PROVISION IN THE 2,037
CONSTITUENT OR ORIGINAL ASSOCIATION'S ARTICLES OF INCORPORATION
OR BYLAWS THAT FAIR CASH VALUE SHALL BE DETERMINED BY FINAL AND 2,039
BINDING ARBITRATION, OR THAT FAIR CASH VALUE SHALL BE THE LESSER 2,040
OF PAR VALUE, BOOK VALUE, OR FAIR MARKET VALUE, SHALL BE
50
CONSIDERED A REASONABLE BASIS FOR DETERMINING AND PAYING THE FAIR 2,041
CASH VALUE OF STOCK. 2,043
(C) THE RIGHT OF A DEMANDING STOCKHOLDER TO RECEIVE THE 2,045
FAIR CASH VALUE OF STOCK AS TO WHICH THE STOCKHOLDER SEEKS RELIEF 2,046
AND THE OBLIGATION OF THE ASSOCIATION OR THE SURVIVING, NEW, OR 2,047
RESULTING ASSOCIATION OR ENTITY TO FURNISH THE FAIR CASH VALUE 2,049
FOR THOSE INTERESTS TERMINATE IF ANY OF THE FOLLOWING APPLIES:
(1) THE DEMANDING STOCKHOLDER FAILS TO COMPLY WITH THIS 2,051
SECTION.
(2) THE ASSOCIATION ABANDONS THE AMENDMENT OF ARTICLES, 2,053
MERGER, CONSOLIDATION, DIVISION, OR CONVERSION OR IS FINALLY 2,054
ENJOINED OR PREVENTED FROM TAKING SUCH ACTION. 2,055
(3) THE DEMANDING STOCKHOLDER WITHDRAWS THE DEMAND FOR 2,057
FAIR CASH VALUE WITH CONSENT OF THE ASSOCIATION. 2,058
(4) THE DEMANDING STOCKHOLDER ATTEMPTS TO SELL, TRANSFER, 2,060
OR ENCUMBER THE STOCK WHICH IS THE SUBJECT OF THE DEMAND PRIOR TO 2,061
FINAL DETERMINATION OF ITS FAIR CASH VALUE UNDER THIS SECTION OR 2,062
UNDER SECTION 1729.47 OF THE REVISED CODE.
(5) ALL OF THE FOLLOWING APPLY: 2,064
(a) THE ARTICLES OF INCORPORATION OR BYLAWS OF THE 2,066
ASSOCIATION DO NOT PROVIDE A REASONABLE BASIS FOR DETERMINING AND 2,067
PAYING FAIR CASH VALUE TO AN AFFECTED STOCKHOLDER. 2,068
(b) THE ASSOCIATION AND THE AFFECTED STOCKHOLDER HAVE NOT 2,070
AGREED UPON THE FAIR CASH VALUE OF THE STOCK WHICH IS THE SUBJECT 2,071
OF THE DEMAND.
(c) THE AFFECTED STOCKHOLDER DOES NOT FILE A TIMELY 2,073
COMPLAINT UNDER SECTION 1729.47 OF THE REVISED CODE. 2,074
(D) THE FAIR CASH VALUE THAT IS AGREED UPON BY THE 2,076
AFFECTED STOCKHOLDER AND THE ASSOCIATION, OR DETERMINED USING A 2,077
REASONABLE BASIS FOR DETERMINING AND PAYING FAIR CASH VALUE IN 2,078
THE ASSOCIATION'S ARTICLES OF INCORPORATION OR BYLAWS, OR FIXED 2,079
BY A COURT IN A PROCEEDING UNDER SECTION 1729.47 OF THE REVISED 2,080
CODE, SHALL BE PAID WITHIN THIRTY DAYS AS FOLLOWS:
(1) IMMEDIATELY TO THE HOLDER OF UNCERTIFICATED STOCK; 2,082
51
(2) UPON AND SIMULTANEOUSLY WITH THE SURRENDER OF 2,084
CERTIFICATES REPRESENTING CERTIFICATED STOCK. 2,085
Sec. 1729.47. (A) IF THE ASSOCIATION'S ARTICLES OF 2,087
INCORPORATION OR BYLAWS DO NOT PROVIDE A REASONABLE BASIS FOR 2,089
DETERMINING AND PAYING FAIR CASH VALUE OF THE STOCK THAT IS THE 2,090
SUBJECT OF THE DEMAND FOR PAYMENT OF FAIR CASH VALUE AND THE 2,091
AFFECTED STOCKHOLDER HAS NOT AGREED UPON A FAIR CASH VALUE OF THE 2,092
STOCK THAT IS THE SUBJECT OF THE DEMAND WITHIN THREE MONTHS AFTER 2,093
DELIVERY OF THE DEMAND FOR PAYMENT OF FAIR CASH VALUE, THE 2,094
AFFECTED STOCKHOLDER MAY, WITHIN THIRTY DAYS THEREAFTER, FILE A 2,096
COMPLAINT FOR RECOVERY OF FAIR CASH VALUE OF THE STOCK FROM THE 2,097
ASSOCIATION OR THE SURVIVING, NEW, OR RESULTING ASSOCIATION OR
ENTITY IN THE COURT OF COMMON PLEAS OF THE COUNTY IN WHICH THE 2,099
PRINCIPAL OFFICE OF THE ASSOCIATION THAT ISSUED THE STOCK IS OR 2,100
WAS LOCATED. OTHER AFFECTED STOCKHOLDERS WHO HAVE MADE TIMELY 2,102
DEMAND FOR PAYMENT OF FAIR CASH VALUE MAY JOIN AS PLAINTIFFS IN 2,103
THE PROCEEDING AND ANY TWO OR MORE PROCEEDINGS COMMENCED BY 2,104
AFFECTED STOCKHOLDERS MAY BE CONSOLIDATED. THE COMPLAINT SHALL 2,105
CONTAIN A BRIEF STATEMENT OF THE RELEVANT FACTS, INCLUDING THE
VOTE BY MEMBERS OF THE ASSOCIATION, THE FACTS ENTITLING THE 2,106
STOCKHOLDER TO RELIEF UNDER THIS SECTION, AND A DEMAND FOR THAT 2,107
RELIEF. NOTWITHSTANDING THE RULES OF CIVIL PROCEDURE, NO ANSWER 2,108
TO A COMPLAINT FILED UNDER THIS SECTION IS REQUIRED. 2,109
(B) UPON FILING THE COMPLAINT AND UPON MOTION OF THE 2,111
COMPLAINANT, THE COURT SHALL FIX A DATE FOR HEARING ON THE 2,112
COMPLAINT AND REQUIRE SERVICE OF A NOTICE OF THE COMPLAINT AND 2,113
THE DATE FOR HEARING ON THE DEFENDANT IN THE MANNER PRESCRIBED IN 2,114
THE RULES OF CIVIL PROCEDURE FOR SERVICE OF PROCESS. 2,115
(C) ON THE DATE FIXED FOR THE HEARING OR ANY ADJOURNMENT 2,117
THEREOF, THE COURT SHALL DETERMINE FROM THE COMPLAINT AND ANY 2,118
EVIDENCE SUBMITTED AT THE HEARING BY THE PARTIES, WHETHER THE 2,119
AFFECTED STOCKHOLDER IS ENTITLED TO THE FAIR CASH VALUE OF STOCK 2,120
THAT IS THE SUBJECT OF THE DEMAND AND, IF THE STOCKHOLDER IS TO 2,121
BE SO PAID, THE NUMBER AND CLASS OF STOCK FOR WHICH PAYMENT IS TO 2,122
52
BE MADE.
(D) IF THE COURT FINDS THAT THE AFFECTED STOCKHOLDER IS TO 2,124
BE PAID, IT MAY APPOINT ONE OR MORE PERSONS AS APPRAISERS TO 2,125
RECEIVE EVIDENCE AS TO THE FAIR CASH VALUE. THE APPRAISERS SHALL 2,126
HAVE THE POWER AND AUTHORITY THAT THE COURT SPECIFIES IN THE 2,127
ORDER OF APPOINTMENT, AND THE COURT SHALL FIX REASONABLE 2,128
COMPENSATION FOR THE APPRAISERS. AFTER RECEIVING THE
RECOMMENDATION OF ANY APPOINTED APPRAISER, OR IF APPRAISERS ARE 2,129
NOT APPOINTED, THE COURT SHALL MAKE FINDINGS AS TO THE FAIR CASH 2,130
VALUE AND RENDER JUDGMENT FOR THE PAYMENT OF THAT FAIR CASH VALUE 2,131
AND INTEREST AT THE RATE AND FROM THE DATE THE COURT CONSIDERS 2,132
EQUITABLE. THE COSTS OF THE PROCEEDING, INCLUDING COMPENSATION 2,133
OF THE APPOINTED APPRAISERS AS FIXED BY THE COURT, SHALL BE
ASSESSED AS THE COURT CONSIDERS EQUITABLE. 2,134
(E) THE PROCEEDING ON THE COMPLAINT FOR FAIR CASH VALUE IS 2,136
A SPECIAL PROCEEDING, AND FINAL ORDERS IN IT MAY BE VACATED, 2,137
MODIFIED, OR REVERSED ON APPEAL PURSUANT TO THE RULES OF 2,138
APPELLATE PROCEDURE. 2,139
Sec. 1729.49. (A) AS USED IN THIS SECTION, "SUBSTANTIALLY 2,141
ALL" MEANS MORE THAN TWO-THIRDS OF THE ASSOCIATION'S ASSETS, 2,142
MEASURED, IN THE BOARD'S DISCRETION, EITHER BY VALUE AS RECORDED 2,143
IN THE BOOKS AND RECORDS OF THE ASSOCIATION OR BY FAIR MARKET 2,144
VALUE.
(B) UNLESS THE ARTICLES OF INCORPORATION OR THE BYLAWS OF 2,146
AN ASSOCIATION OTHERWISE PROVIDE, A LEASE, SALE, EXCHANGE, 2,147
TRANSFER, OR OTHER DISPOSITION OF ANY ASSETS OF AN ASSOCIATION 2,148
MAY BE MADE UPON TERMS AND FOR CONSIDERATION, WHICH MAY CONSIST, 2,149
IN WHOLE OR IN PART, OF MONEY OR OTHER PROPERTY, INCLUDING SHARES 2,150
OR OTHER SECURITIES OR PROMISSORY OBLIGATIONS OF ANY ASSOCIATION 2,152
OR ENTITY, AS MAY BE AUTHORIZED BY THE BOARD. IF A LEASE, SALE, 2,153
EXCHANGE, TRANSFER, OR OTHER DISPOSITION, OR A SERIES OF SUCH 2,154
TRANSACTIONS, WOULD DISPOSE OF ALL, OR SUBSTANTIALLY ALL OF THE 2,155
ASSETS OF THE ASSOCIATION, THEN THE DISPOSITION MAY BE MADE ONLY 2,156
UPON A WRITTEN PLAN OF DISPOSITION PREPARED BY THE BOARD OR BY A 2,157
53
COMMITTEE SELECTED BY THE BOARD FOR THAT PURPOSE, AND ADOPTED IN 2,158
THE SAME MANNER AS PROVIDED FOR THE ADOPTION OF A RESOLUTION OF
DISSOLUTION IN SECTION 1729.55 OF THE REVISED CODE. A PLAN OF 2,160
DISPOSITION SHALL SET FORTH A GENERAL DESCRIPTION OR SUMMARY OF 2,161
THE ASSETS SUBJECT TO DISPOSITION, THE METHOD OF DISPOSITION, THE 2,162
INTENDED TRANSFEREE OF THE ASSETS, IF KNOWN TO THE BOARD OF 2,163
DIRECTORS, AND A GENERAL DESCRIPTION OF ANY MATERIAL EFFECT THE
BOARD BELIEVES THE DISPOSITION WILL HAVE ON THE INTERESTS OF THE 2,164
MEMBERS AND STOCKHOLDERS. NOTICE OF A MEETING OF THE MEMBERS AT 2,165
WHICH A PLAN OF DISPOSITION WILL BE VOTED ON SHALL BE GIVEN TO 2,166
ALL MEMBERS, WHETHER OR NOT ENTITLED TO VOTE AT THE MEETING. 2,167
SUCH NOTICE SHALL BE ACCOMPANIED BY A COPY OR SUMMARY OF THE PLAN 2,168
OF DISPOSITION AND A BALLOT FOR THOSE MEMBERS ENTITLED TO VOTE ON 2,169
THE PLAN.
(C) THE ASSOCIATION, BY ITS BOARD, MAY ABANDON A PLAN OF 2,172
DISPOSITION, SUBJECT TO THE CONTRACT RIGHTS OF OTHER PERSONS, IF
THE POWER OF ABANDONMENT IS CONFERRED UPON THE BOARD EITHER BY 2,173
THE TERMS OF THE TRANSACTION OR IN THE PLAN OF DISPOSITION. 2,174
(D) AN ACTION TO SET ASIDE A DISPOSITION OF ASSETS BY AN 2,176
ASSOCIATION, ON THE GROUND THAT ANY SECTION OF THE REVISED CODE 2,178
APPLICABLE TO THE LEASE, SALE, EXCHANGE, TRANSFER, OR OTHER 2,179
DISPOSITION OF ALL OR SUBSTANTIALLY ALL THE ASSETS OF SUCH
ASSOCIATION HAS NOT BEEN COMPLIED WITH, SHALL BE BROUGHT WITHIN 2,180
NINETY DAYS AFTER SUCH TRANSACTION, OR SUCH ACTION SHALL BE 2,181
FOREVER BARRED.
Sec. 1729.55. (A) AN ASSOCIATION MAY BE DISSOLVED 2,183
VOLUNTARILY IN THE MANNER PROVIDED IN THIS SECTION. 2,184
(B) A RESOLUTION OF DISSOLUTION FOR AN ASSOCIATION SHALL 2,186
STATE BOTH OF THE FOLLOWING: 2,187
(1) THAT THE ASSOCIATION ELECTS TO BE DISSOLVED; 2,189
(2) ANY ADDITIONAL PROVISION CONSIDERED NECESSARY WITH 2,191
RESPECT TO THE PROPOSED DISSOLUTION AND WINDING UP. 2,192
(C) BEFORE SUBSCRIPTIONS FOR MEMBERSHIP AND ANY STOCK OR 2,194
OTHER OWNERSHIP INTEREST HAVE BEEN RECEIVED, THE INCORPORATORS OR 2,195
54
A MAJORITY OF THE INCORPORATORS MAY ADOPT, BY A WRITING SIGNED BY 2,196
THEM, A RESOLUTION OF DISSOLUTION. 2,197
(D) THE DIRECTORS MAY ADOPT A RESOLUTION OF DISSOLUTION IN 2,199
THE FOLLOWING CASES: 2,200
(1) WHEN THE ASSOCIATION HAS BEEN ADJUDGED BANKRUPT OR HAS 2,202
MADE A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS; 2,203
(2) BY LEAVE OF THE COURT, WHEN A RECEIVER HAS BEEN 2,205
APPOINTED IN A GENERAL CREDITORS' SUIT OR IN ANY SUIT IN WHICH 2,206
THE AFFAIRS OF THE ASSOCIATION ARE TO BE WOUND UP; 2,207
(3) WHEN SUBSTANTIALLY ALL OF THE ASSETS HAVE BEEN SOLD AT 2,209
JUDICIAL SALE OR OTHERWISE; 2,210
(4) WHEN THE ARTICLES OF INCORPORATION HAVE BEEN CANCELED 2,212
FOR FAILURE TO FILE ANNUAL FRANCHISE OR EXCISE TAX RETURNS OR FOR 2,213
FAILURE TO PAY FRANCHISE OR EXCISE TAXES AND THE ASSOCIATION HAS 2,214
NOT BEEN REINSTATED OR DOES NOT DESIRE TO BE REINSTATED; 2,215
(5) WHEN THE PERIOD OF EXISTENCE OF THE ASSOCIATION 2,217
SPECIFIED IN ITS ARTICLES HAS EXPIRED. 2,218
(E) AT A MEETING HELD FOR SUCH PURPOSE, THE MEMBERS MAY 2,220
ADOPT A RESOLUTION OF DISSOLUTION BY THE AFFIRMATIVE VOTE OF 2,221
SIXTY PER CENT OF THE MEMBER VOTES CAST ON SUCH PROPOSAL OR, IF 2,222
THE ARTICLES PROVIDE OR PERMIT, BY THE AFFIRMATIVE VOTE OF A 2,223
GREATER OR LESSER PROPORTION, THOUGH NOT LESS THAN A MAJORITY, OF 2,224
SUCH VOTING POWER, OF ANY PARTICULAR CLASS AS IS REQUIRED BY THE
ARTICLES OF INCORPORATION. NOTICE OF THE MEETING OF THE MEMBERS 2,225
SHALL BE GIVEN TO ALL MEMBERS AND STOCKHOLDERS WHETHER OR NOT 2,226
ENTITLED TO VOTE.
(F) UPON THE ADOPTION OF A RESOLUTION OF DISSOLUTION, A 2,228
CERTIFICATE SHALL BE FILED WITH THE SECRETARY OF STATE, ON A FORM 2,229
PRESCRIBED BY THE SECRETARY OF STATE, STATING ALL OF THE 2,231
FOLLOWING:
(1) THE NAME OF THE ASSOCIATION; 2,233
(2) A STATEMENT THAT A RESOLUTION OF DISSOLUTION HAS BEEN 2,235
ADOPTED, ITS MANNER OF ADOPTION, AND, IN THE CASE OF ITS ADOPTION 2,236
BY THE INCORPORATORS OR DIRECTORS, A STATEMENT OF THE BASIS FOR 2,237
55
SUCH ADOPTION;
(3) THE PLACE IN THIS STATE WHERE THE ASSOCIATION'S 2,239
PRINCIPAL OFFICE IS LOCATED; 2,240
(4) THE NAMES AND ADDRESSES OF THE ASSOCIATION'S DIRECTORS 2,242
AND OFFICERS, OR IF THE RESOLUTION OF DISSOLUTION IS ADOPTED BY 2,243
THE INCORPORATORS, THE NAMES AND ADDRESSES OF THE INCORPORATORS; 2,244
(5) THE NAME AND ADDRESS OF THE ASSOCIATION'S STATUTORY 2,246
AGENT.
(G) SUCH CERTIFICATE SHALL BE SIGNED AS FOLLOWS: 2,248
(1) WHEN THE RESOLUTION OF DISSOLUTION IS ADOPTED BY THE 2,250
INCORPORATORS, THE CERTIFICATE SHALL BE SIGNED BY NOT LESS THAN A 2,252
MAJORITY OF THE INCORPORATORS;
(2) WHEN THE RESOLUTION IS ADOPTED BY THE DIRECTORS OR BY 2,254
THE MEMBERS, THE CERTIFICATE SHALL BE SIGNED BY ANY AUTHORIZED 2,255
OFFICER. HOWEVER, IF NO AUTHORIZED OFFICER EXECUTES AND FILES 2,257
SUCH CERTIFICATE WITHIN THIRTY DAYS AFTER THE ADOPTION OF THE 2,258
RESOLUTION OR UPON ANY DATE SPECIFIED IN THE RESOLUTION AS THE 2,259
DATE UPON WHICH SUCH CERTIFICATE IS TO BE FILED OR UPON THE 2,260
EXPIRATION OF ANY PERIOD SPECIFIED IN THE RESOLUTION AS THE 2,261
PERIOD WITHIN WHICH SUCH CERTIFICATE IS TO BE FILED, WHICHEVER IS 2,262
LATEST, THE CERTIFICATE OF DISSOLUTION MAY BE SIGNED BY ANY THREE
MEMBERS, OR IF THERE ARE LESS THAN THREE MEMBERS, THEN BY ALL OF 2,263
THE MEMBERS, AND SHALL SET FORTH A STATEMENT THAT THE PERSONS 2,264
SIGNING THE CERTIFICATE ARE MEMBERS AND ARE FILING THE 2,265
CERTIFICATE BECAUSE OF THE FAILURE OF AN AUTHORIZED OFFICER TO DO 2,267
SO.
(H) A CERTIFICATE OF DISSOLUTION, FILED WITH THE SECRETARY 2,269
OF STATE, SHALL BE ACCOMPANIED BY ALL OF THE FOLLOWING: 2,270
(1) AN AFFIDAVIT OF ONE OR MORE OF THE PERSONS EXECUTING 2,272
THE CERTIFICATE OF DISSOLUTION OR OF ANY AUTHORIZED OFFICER OF 2,273
THE ASSOCIATION CONTAINING A STATEMENT OF THE COUNTIES, IF ANY, 2,275
IN THIS STATE IN WHICH THE ASSOCIATION HAS PERSONAL PROPERTY OR A 2,276
STATEMENT THAT THE ASSOCIATION IS OF A TYPE REQUIRED TO PAY
PERSONAL PROPERTY TAXES TO STATE AUTHORITIES ONLY; 2,277
56
(2) A RECEIPT, CERTIFICATE, OR OTHER EVIDENCE SHOWING THE 2,279
PAYMENT OF ALL FRANCHISE, SALES, USE, AND HIGHWAY USE TAXES 2,280
ACCRUING UP TO THE DATE OF SUCH FILING, OR THAT SUCH PAYMENT HAS 2,281
BEEN ADEQUATELY GUARANTEED;
(3) A RECEIPT, CERTIFICATE, OR OTHER EVIDENCE SHOWING THE 2,283
PAYMENT OF ALL PERSONAL PROPERTY TAXES ACCRUING UP TO THE DATE OF 2,284
SUCH FILING;
(4) A RECEIPT, CERTIFICATE, OR OTHER EVIDENCE FROM THE 2,286
BUREAU OF EMPLOYMENT SERVICES SHOWING THAT ALL CONTRIBUTIONS DUE 2,287
FROM THE ASSOCIATION AS AN EMPLOYER HAVE BEEN PAID, OR THAT SUCH 2,288
PAYMENT HAS BEEN ADEQUATELY GUARANTEED, OR THAT THE ASSOCIATION 2,289
IS NOT SUBJECT TO SUCH CONTRIBUTIONS;
(5) A RECEIPT, CERTIFICATE, OR OTHER EVIDENCE FROM THE 2,291
BUREAU OF WORKERS' COMPENSATION SHOWING THAT ALL PREMIUMS DUE 2,292
FROM THE ASSOCIATION AS AN EMPLOYER HAVE BEEN PAID, OR THAT SUCH 2,293
PAYMENT HAS BEEN ADEQUATELY GUARANTEED, OR THAT THE ASSOCIATION 2,294
IS NOT SUBJECT TO SUCH PREMIUM PAYMENTS;
(6) IN LIEU OF THE RECEIPT, CERTIFICATE, OR OTHER EVIDENCE 2,296
DESCRIBED IN DIVISION (H)(2), (3), (4), OR (5) OF THIS SECTION, 2,297
AN AFFIDAVIT OF ONE OR MORE PERSONS EXECUTING THE CERTIFICATE OF 2,298
DISSOLUTION OR OF ANY AUTHORIZED OFFICER OF THE ASSOCIATION 2,300
CONTAINING A STATEMENT OF THE DATE UPON WHICH THE PARTICULAR 2,301
DEPARTMENT, AGENCY, OR AUTHORITY WAS ADVISED IN WRITING OF THE 2,302
SCHEDULED DATE OF FILING OF THE CERTIFICATE OF DISSOLUTION AND 2,303
WAS ADVISED IN WRITING OF THE ACKNOWLEDGMENT BY THE ASSOCIATION 2,304
OF THE APPLICABILITY OF SECTION 1729.25 OF THE REVISED CODE. 2,305
(I) UPON THE FILING OF A CERTIFICATE OF DISSOLUTION AND 2,307
THE ACCOMPANYING DOCUMENTS REQUIRED BY DIVISION (H) OF THIS 2,308
SECTION, THE ASSOCIATION SHALL BE DISSOLVED. 2,309
Sec. 1729.56. FOLLOWING THE FILING OF THE CERTIFICATE OF 2,311
DISSOLUTION, THE DIRECTORS OR THE INCORPORATORS WHO FILED THE 2,312
CERTIFICATE, AS THE CASE MAY BE, SHALL CAUSE A NOTICE OF 2,313
VOLUNTARY DISSOLUTION TO BE PUBLISHED ONCE A WEEK ON THE SAME DAY 2,314
OF EACH WEEK FOR TWO SUCCESSIVE WEEKS, IN A NEWSPAPER PUBLISHED
57
AND OF GENERAL CIRCULATION IN THE COUNTY IN WHICH THE PRINCIPAL 2,315
OFFICE OF THE ASSOCIATION WAS TO BE OR IS LOCATED, AND SHALL 2,316
CAUSE WRITTEN NOTICE OF DISSOLUTION TO BE GIVEN TO ALL KNOWN 2,317
CREDITORS OF, AND TO ALL KNOWN CLAIMANTS AGAINST, THE DISSOLVED 2,318
ASSOCIATION.
Sec. 1729.58. (A) WHEN AN ASSOCIATION IS DISSOLVED 2,320
VOLUNTARILY, WHEN THE ARTICLES OF INCORPORATION OF AN ASSOCIATION 2,321
HAVE BEEN CANCELED, WHEN A FINAL ORDER OF A COURT OF COMMON PLEAS 2,322
IS MADE DISSOLVING AN ASSOCIATION UNDER SECTION 1729.59 OF THE 2,323
REVISED CODE, OR WHEN THE PERIOD OF EXISTENCE OF THE ASSOCIATION
SPECIFIED IN ITS ARTICLES OF INCORPORATION HAS EXPIRED, THE 2,324
ASSOCIATION SHALL CEASE TO CARRY ON BUSINESS AND SHALL DO ONLY 2,325
SUCH ACTS AS ARE REQUIRED TO WIND UP ITS AFFAIRS, OR TO OBTAIN 2,326
REINSTATEMENT OF THE ARTICLES IN ACCORDANCE WITH SECTION 1729.11 2,327
OF THE REVISED CODE.
(B) ANY CLAIM EXISTING OR ACTION OR PROCEEDING PENDING BY 2,329
OR AGAINST THE ASSOCIATION OR WHICH WOULD HAVE ACCRUED AGAINST IT 2,330
MAY BE PROSECUTED TO JUDGMENT, WITH RIGHT OF APPEAL AS IN OTHER 2,331
CASES, BUT ANY PROCEEDING, EXECUTION, OR PROCESS, OR THE 2,332
SATISFACTION OR PERFORMANCE OF ANY ORDER, JUDGMENT, OR DECREE, 2,333
MAY BE STAYED AS PROVIDED IN SECTION 1729.59 OF THE REVISED CODE.
(C) ANY PROCESS, NOTICE, OR DEMAND AGAINST THE ASSOCIATION 2,335
MAY BE SERVED BY DELIVERING A COPY TO AN OFFICER, DIRECTOR, 2,336
LIQUIDATOR, OR PERSON HAVING CHARGE OF ITS ASSETS OR, IF NO SUCH 2,337
PERSON CAN BE FOUND, TO THE STATUTORY AGENT. 2,338
(D) THE DIRECTORS OF THE ASSOCIATION OR THEIR SUCCESSORS 2,341
SHALL ACT AS A BOARD OF DIRECTORS IN ACCORDANCE WITH THE ARTICLES
OF INCORPORATION AND BYLAWS UNTIL THE AFFAIRS OF THE ASSOCIATION 2,342
ARE COMPLETELY WOUND UP. SUBJECT TO THE ORDERS OF COURTS OF THIS 2,343
STATE HAVING JURISDICTION OVER THE ASSOCIATION, THE DIRECTORS 2,344
SHALL PROCEED AS SPEEDILY AS IS PRACTICABLE TO A COMPLETE WINDING 2,345
UP OF THE AFFAIRS OF THE ASSOCIATION AND, TO THE EXTENT NECESSARY 2,346
OR EXPEDIENT TO THAT END, SHALL EXERCISE ALL THE AUTHORITY OF THE 2,347
ASSOCIATION. WITHOUT LIMITING THE GENERALITY OF SUCH AUTHORITY, 2,348
58
THE DIRECTORS MAY FILL VACANCIES, ELECT OFFICERS, CARRY OUT
CONTRACTS OF THE ASSOCIATION, MAKE NEW CONTRACTS, BORROW MONEY, 2,349
MORTGAGE OR PLEDGE THE PROPERTY OF THE ASSOCIATION AS SECURITY, 2,350
SELL ITS ASSETS AT PUBLIC OR PRIVATE SALE, MAKE CONVEYANCES IN 2,351
THE ASSOCIATION'S NAME, LEASE REAL ESTATE FOR ANY TERM, INCLUDING 2,352
NINETY-NINE YEARS RENEWABLE FOREVER, SETTLE OR COMPROMISE CLAIMS 2,353
IN FAVOR OF OR AGAINST THE ASSOCIATION, EMPLOY ONE OR MORE
PERSONS AS LIQUIDATORS TO WIND UP THE AFFAIRS OF THE ASSOCIATION 2,354
WITH SUCH AUTHORITY AS THE DIRECTORS SEE FIT TO GRANT, CAUSE THE 2,355
TITLE TO ANY OF THE ASSETS OF THE ASSOCIATION TO BE CONVEYED TO 2,356
SUCH LIQUIDATORS FOR THAT PURPOSE, APPLY ASSETS TO THE PAYMENT OF 2,357
OBLIGATIONS, AND, AFTER PAYING OR ADEQUATELY PROVIDING FOR THE 2,358
PAYMENT OF ALL KNOWN OBLIGATIONS OF THE ASSOCIATION, DISTRIBUTE 2,359
THE REMAINDER OF THE ASSETS EITHER IN CASH OR IN KIND AMONG THE
MEMBERS, PATRONS, AND STOCKHOLDERS ACCORDING TO THEIR RESPECTIVE 2,360
RIGHTS AND INTERESTS. IN ADDITION, THE DIRECTORS MAY PERFORM ALL 2,361
OTHER ACTS NECESSARY OR EXPEDIENT TO THE WINDING UP OF THE 2,362
AFFAIRS OF THE ASSOCIATION.
(E) WITHOUT LIMITING THE AUTHORITY OF THE DIRECTORS, ANY 2,364
ACTION WITHIN THE PURVIEW OF THIS SECTION THAT IS AUTHORIZED OR 2,365
APPROVED AT A MEETING OF THE MEMBERS BY SIXTY PER CENT OF THE 2,366
MEMBER VOTES CAST THEREON SHALL BE CONCLUSIVE FOR ALL PURPOSES 2,367
UPON ALL MEMBERS, PATRONS, AND STOCKHOLDERS OF THE ASSOCIATION. 2,368
(F) ALL DEEDS AND OTHER INSTRUMENTS OF THE ASSOCIATION 2,370
SHALL BE IN THE NAME OF THE ASSOCIATION AND SHALL BE EXECUTED, 2,371
ACKNOWLEDGED, AND DELIVERED BY THE OFFICERS APPOINTED BY THE 2,372
DIRECTORS.
(G) AT ANY TIME DURING THE WINDING UP OF ITS AFFAIRS, THE 2,374
ASSOCIATION BY ITS DIRECTORS MAY MAKE APPLICATION TO THE COURT OF 2,375
COMMON PLEAS OF THE COUNTY IN THIS STATE IN WHICH THE PRINCIPAL 2,376
OFFICE OF THE ASSOCIATION IS LOCATED TO HAVE THE WINDING UP 2,377
CONTINUED UNDER SUPERVISION OF THE COURT, AS PROVIDED IN SECTION 2,378
1729.59 OF THE REVISED CODE.
Sec. 1729.59. (A) WITHOUT LIMITING THE GENERALITY OF ITS 2,380
59
AUTHORITY, THE COURT OF COMMON PLEAS OF THE COUNTY IN THIS STATE 2,381
IN WHICH IS LOCATED THE PRINCIPAL OFFICE OF A VOLUNTARILY 2,382
DISSOLVED ASSOCIATION OR OF AN ASSOCIATION WHOSE ARTICLES HAVE 2,383
BEEN CANCELED OR WHOSE PERIOD OF EXISTENCE HAS EXPIRED, UPON THE 2,384
COMPLAINT OF THE ASSOCIATION, OR A MAJORITY OF THE DIRECTORS, OR 2,385
TEN PER CENT OF THE MEMBERS OR TWENTY MEMBERS, WHICHEVER IS LESS, 2,386
AND UPON SUCH NOTICE TO ALL THE DIRECTORS AND SUCH OTHER PERSONS
INTERESTED AS THE COURT CONSIDERS PROPER, AT ANY TIME MAY ORDER 2,387
AND ADJUDGE ANY OF THE FOLLOWING MATTERS: 2,388
(1) THE PRESENTATION AND PROOF OF ALL CLAIMS AND DEMANDS 2,390
AGAINST THE ASSOCIATION AND OF ALL RIGHTS, INTERESTS, OR LIENS IN 2,391
OR ON ANY OF ITS PROPERTY; THE FIXING OF THE TIME AND THE MANNER 2,392
IN WHICH SUCH PROOF SHALL BE MADE AND THE PERSON TO WHOM SUCH 2,393
PRESENTATION SHALL BE MADE; AND THE BARRING FROM PARTICIPATION IN 2,394
ANY DISTRIBUTION OF ASSETS OF ALL PERSONS FAILING TO MAKE AND 2,396
PRESENT PROOFS AS REQUIRED BY THE ORDER OF THE COURT;
(2) THE STAY OF THE PROSECUTION OF ANY PROCEEDING AGAINST 2,398
THE ASSOCIATION OR INVOLVING ANY OF ITS PROPERTY, AND THE 2,399
REQUIREMENT THAT THE PARTIES TO THE PROCEEDING PRESENT AND PROVE 2,400
THEIR CLAIMS, DEMANDS, RIGHTS, INTERESTS, OR LIENS AT THE TIME 2,401
AND IN THE MANNER REQUIRED OF CREDITORS OR OTHERS; OR THE GRANT 2,402
OF LEAVE TO BRING OR MAINTAIN AN INDEPENDENT PROCEEDING TO
ENFORCE LIENS; 2,403
(3) THE SETTLEMENT OR DETERMINATION OF ALL CLAIMS OF EVERY 2,405
NATURE AGAINST THE ASSOCIATION OR ANY OF ITS PROPERTY; THE 2,406
DETERMINATION OF THE ASSETS REQUIRED TO BE RETAINED TO PAY OR 2,407
PROVIDE FOR THE PAYMENT OF SUCH CLAIMS OR ANY CLAIM; THE 2,408
DETERMINATION OF THE ASSETS AVAILABLE FOR DISTRIBUTION AMONG AND 2,409
RIGHTS OF MEMBERS, PATRONS, AND STOCKHOLDERS; AND THE MAKING OF
NEW PARTIES TO THE PROCEEDING SO FAR AS THE COURT CONSIDERS 2,410
PROPER FOR THE DETERMINATION OF ALL MATTERS; 2,411
(4) THE PRESENTATION AND FILING OF INTERMEDIATE AND FINAL 2,413
ACCOUNTS OF THE DIRECTORS OR OF THE LIQUIDATORS AND HEARINGS ON 2,414
THEM; THE ALLOWANCE, DISALLOWANCE, OR SETTLEMENT OF THE ACCOUNTS; 2,415
60
AND THE DISCHARGE OF THE DIRECTORS, THE LIQUIDATORS, OR ANY OF 2,416
THEM FROM THEIR DUTIES AND LIABILITIES;
(5) THE APPOINTMENT OF A SPECIAL MASTER COMMISSIONER TO 2,418
HEAR AND DETERMINE ANY SUCH MATTERS WITH SUCH AUTHORITY AS THE 2,419
COURT CONSIDERS PROPER;
(6) THE FILLING OF ANY VACANCIES IN THE NUMBER OF 2,421
DIRECTORS OR LIQUIDATORS WHEN THE DIRECTORS ARE UNABLE TO ACT ON 2,422
THE VACANCIES FOR WANT OF A QUORUM OR FOR ANY OTHER REASON; 2,423
(7) THE APPOINTMENT OF A RECEIVER, IN ACCORDANCE WITH THE 2,425
USAGE OF A COURT IN EQUITABLE MATTERS, TO WIND UP THE AFFAIRS OF 2,426
THE ASSOCIATION, TO TAKE CUSTODY OF ANY OF ITS PROPERTY, OR FOR 2,427
ANY OTHER PURPOSE;
(8) THE ISSUANCE OR ENTRY OF ANY INJUNCTION OR ANY OTHER 2,429
ORDER THAT THE COURT CONSIDERS PROPER IN THE ADMINISTRATION OF 2,430
THE TRUST INVOLVED IN THE WINDING UP OF THE AFFAIRS OF THE 2,431
ASSOCIATION AND THE GIVING OF NOTICE OF THE ENTRY OF INJUNCTION 2,432
OR ORDER;
(9) THE ALLOWANCE AND PAYMENT OF COMPENSATION TO THE 2,434
DIRECTORS OR ANY OF THEM, TO LIQUIDATORS, TO A RECEIVER, TO THE 2,435
ATTORNEY FOR THE COMPLAINANT, OR TO ANY PERSON PROPERLY RENDERING 2,436
SERVICES BENEFICIAL TO THE ASSOCIATION OR TO THOSE INTERESTED IN 2,437
IT;
(10) THE ENTRY OF A JUDGMENT OR DECREE THAT, IF IT SO 2,439
PROVIDES, MAY OPERATE AS THE DEED OR OTHER INSTRUMENT ORDERED TO 2,440
BE EXECUTED, OR THE APPOINTMENT OF A MASTER TO EXECUTE SUCH DEED 2,441
OR INSTRUMENT IN THE NAME OF THE ASSOCIATION WITH THE SAME EFFECT 2,442
AS IF EXECUTED BY AN AUTHORIZED OFFICER PURSUANT TO AUTHORITY 2,443
CONFERRED BY THE DIRECTORS OR THE MEMBERS, PATRONS, AND
STOCKHOLDERS OF THE ASSOCIATION, WHENEVER THERE IS NO OFFICER OR 2,444
AGENT COMPETENT TO EXECUTE SUCH DEED OR INSTRUMENT, WHENEVER THE 2,445
ASSOCIATION OR ITS OFFICERS DO NOT PERFORM OR COMPLY WITH A 2,446
JUDGMENT OR DECREE OF COURT, OR WHENEVER THE COURT CONSIDERS IT 2,447
PROPER.
(B) A JUDICIAL PROCEEDING UNDER THIS SECTION CONCERNING 2,449
61
THE WINDING UP OF THE AFFAIRS OF AN ASSOCIATION IS A SPECIAL 2,450
PROCEEDING, AND FINAL ORDERS IN THE PROCEEDING MAY BE VACATED, 2,451
MODIFIED, OR REVERSED ON APPEAL PURSUANT TO THE RULES OF 2,452
APPELLATE PROCEDURE AND, TO THE EXTENT NOT IN CONFLICT WITH THOSE 2,453
RULES, CHAPTER 2505. OF THE REVISED CODE.
Sec. 1729.60. (A) WHENEVER, AFTER AN ASSOCIATION IS 2,455
DISSOLVED VOLUNTARILY, THE ARTICLES OF AN ASSOCIATION HAVE BEEN 2,456
CANCELED, OR THE PERIOD OF EXISTENCE OF AN ASSOCIATION HAS 2,457
EXPIRED, A RECEIVER IS APPOINTED TO WIND UP THE AFFAIRS OF THE 2,458
ASSOCIATION, ALL THE CLAIMS, DEMANDS, RIGHTS, INTERESTS, OR LIENS 2,459
OF CREDITORS, CLAIMANTS, MEMBERS, PATRONS, AND STOCKHOLDERS SHALL
BE DETERMINED AS OF THE DAY ON WHICH THE RECEIVER WAS APPOINTED. 2,460
UNLESS IT IS OTHERWISE ORDERED, SUCH APPOINTMENT VESTS IN THE 2,461
RECEIVER AND SUCCESSORS OF THE RECEIVER THE RIGHT TO THE 2,462
IMMEDIATE POSSESSION OF ALL THE PROPERTY OF THE ASSOCIATION, 2,463
WHICH SHALL, IF SO ORDERED, EXECUTE AND DELIVER CONVEYANCES OF
SUCH PROPERTY TO THE RECEIVER. 2,464
(B) ANY OFFICER, DIRECTOR, MEMBER, OR OTHER PERSON, 2,466
WHETHER A RESIDENT OF THE STATE OR A NONRESIDENT AND HOWEVER 2,467
INTERESTED, MAY BE APPOINTED AS RECEIVER. 2,468
(C) THE RECEIVER SHALL HAVE ALL THE AUTHORITY VESTED IN 2,470
THE DIRECTORS AND OFFICERS OF THE ASSOCIATION, SHALL EXERCISE 2,471
SUCH AUTHORITY SUBJECT TO SUCH ORDERS AS ARE MADE BY THE COURT, 2,472
AND MAY BE REQUIRED TO QUALIFY BY GIVING BOND TO THE STATE IN 2,473
SUCH AMOUNT AS THE COURT FIXES, WITH SURETY TO THE SATISFACTION 2,474
OF THE CLERK OF THE COURT, CONDITIONED FOR THE FAITHFUL DISCHARGE 2,475
OF DUTIES AND FOR A DUE ACCOUNTING FOR ALL MONEY OR PROPERTY 2,476
RECEIVED.
Sec. 1729.61. (A) AN ASSOCIATION MAY BE DISSOLVED 2,478
JUDICIALLY AND ITS AFFAIRS WOUND UP BY AN ORDER OF THE COURT OF 2,479
COMMON PLEAS OF THE COUNTY IN THIS STATE IN WHICH THE ASSOCIATION 2,480
HAS ITS PRINCIPAL OFFICE, IN AN ACTION BROUGHT BY THE MEMBERS 2,481
HAVING SIXTY PER CENT OF THE VOTING POWER OF THE ASSOCIATION ON 2,482
SUCH PROPOSAL, OR THE HOLDERS OF SUCH LESSER PROPORTION AS ARE
62
ENTITLED BY THE ARTICLES OF INCORPORATION TO DISSOLVE THE 2,483
ASSOCIATION VOLUNTARILY, WHEN IT IS ESTABLISHED THAT IT IS 2,484
BENEFICIAL TO THE MEMBERS, PATRONS, AND STOCKHOLDERS THAT THE 2,485
ASSOCIATION BE JUDICIALLY DISSOLVED.
(B) A COMPLAINT FOR JUDICIAL DISSOLUTION SHALL BE VERIFIED 2,487
BY ANY OF THE COMPLAINANTS AND SHALL SET FORTH FACTS SHOWING THAT 2,488
THE CASE IS AS SPECIFIED IN THIS SECTION. UNLESS THE 2,489
COMPLAINANTS SET FORTH IN THE COMPLAINT THAT THEY ARE UNABLE TO 2,490
ANNEX A LIST OF MEMBERS, PATRONS, OR STOCKHOLDERS, A SCHEDULE 2,491
SHALL BE ANNEXED TO THE COMPLAINT SETTING FORTH THE NAME AND
ADDRESS OF EACH MEMBER, PATRON, AND STOCKHOLDER, IF IT IS KNOWN, 2,492
OR THE FACT THAT IT IS NOT KNOWN. 2,494
(C) UPON THE FILING OF A COMPLAINT FOR JUDICIAL 2,496
DISSOLUTION, THE COURT WITH WHICH IT IS FILED SHALL HAVE POWER TO 2,497
ISSUE INJUNCTIONS, TO APPOINT A RECEIVER WITH SUCH AUTHORITY AND 2,498
DUTIES AS THE COURT FROM TIME TO TIME MAY DIRECT, TO TAKE SUCH 2,499
OTHER PROCEEDINGS AS MAY BE NECESSARY TO PROTECT THE PROPERTY OR 2,500
THE RIGHTS OF THE MEMBERS, PATRONS, AND STOCKHOLDERS, AND TO
CARRY ON THE BUSINESS OF THE ASSOCIATION UNTIL A FULL HEARING CAN 2,501
BE CONDUCTED. UPON OR AFTER THE FILING OF A COMPLAINT FOR 2,502
JUDICIAL DISSOLUTION, THE COURT, BY INJUNCTION OR ORDER, MAY STAY 2,503
THE PROSECUTION OF ANY PROCEEDING AGAINST THE ASSOCIATION OR 2,504
INVOLVING ANY OF ITS PROPERTY AND REQUIRE THE PARTIES TO THE
PROCEEDING TO PRESENT AND PROVE THEIR CLAIMS, DEMANDS, RIGHTS, 2,505
INTERESTS, OR LIENS, AT THE TIME AND IN THE MANNER REQUIRED OF 2,506
CREDITORS OR OTHERS. THE COURT MAY REFER THE COMPLAINT TO A 2,507
SPECIAL MASTER COMMISSIONER.
(D) AFTER A HEARING UPON SUCH NOTICE AS THE COURT MAY 2,509
DIRECT TO BE GIVEN TO ALL PARTIES TO THE PROCEEDING AND TO ANY 2,510
OTHER PARTIES IN INTEREST DESIGNATED BY THE COURT, A FINAL ORDER 2,511
BASED EITHER UPON THE EVIDENCE, OR UPON THE REPORT OF THE SPECIAL 2,512
MASTER COMMISSIONER IF ONE HAS BEEN APPOINTED, SHALL BE MADE 2,513
DISSOLVING THE ASSOCIATION OR DISMISSING THE COMPLAINT. AN
ORDER OR JUDGMENT FOR THE JUDICIAL DISSOLUTION OF AN ASSOCIATION 2,514
63
SHALL CONTAIN A CONCISE STATEMENT OF THE PROCEEDINGS LEADING UP 2,515
TO THE ORDER OR JUDGMENT, THE NAME OF THE ASSOCIATION, THE PLACE 2,516
IN THIS STATE WHERE ITS PRINCIPAL OFFICE IS LOCATED, THE NAMES 2,517
AND ADDRESSES OF ITS DIRECTORS AND OFFICERS, THE NAME AND ADDRESS 2,518
OF A STATUTORY AGENT, AND, IF DESIRED, SUCH OTHER PROVISIONS WITH
RESPECT TO THE JUDICIAL DISSOLUTION AND WINDING UP AS ARE 2,519
CONSIDERED NECESSARY OR DESIRABLE. A CERTIFIED COPY OF SUCH 2,520
ORDER SHALL BE FILED IN THE OFFICE OF THE SECRETARY OF STATE, 2,521
WHEREUPON THE ASSOCIATION SHALL BE DISSOLVED. TO THE EXTENT 2,522
CONSISTENT WITH ORDERS ENTERED IN SUCH PROCEEDING, THE EFFECT OF
SUCH JUDICIAL DISSOLUTION SHALL BE THE SAME AS IN THE CASE OF 2,523
VOLUNTARY DISSOLUTION, AND THE PROVISIONS OF SECTIONS 1729.58, 2,524
1729.59, AND 1729.60 OF THE REVISED CODE RELATING TO THE 2,525
AUTHORITY AND DUTIES OF DIRECTORS DURING THE WINDING UP OF THE
AFFAIRS OF AN ASSOCIATION DISSOLVED VOLUNTARILY, WITH RESPECT TO 2,526
THE JURISDICTION OF COURTS OVER THE WINDING UP OF THE AFFAIRS OF 2,527
AN ASSOCIATION, AND WITH RESPECT TO RECEIVERS FOR WINDING UP THE 2,528
AFFAIRS OF AN ASSOCIATION, SHALL BE APPLICABLE TO ASSOCIATIONS 2,529
JUDICIALLY DISSOLVED.
(E) A PROCEEDING UNDER THIS SECTION FOR JUDICIAL 2,531
DISSOLUTION OF AN ASSOCIATION IS A SPECIAL PROCEEDING, AND FINAL 2,532
ORDERS IN IT MAY BE VACATED, MODIFIED, OR REVERSED ON APPEAL 2,533
PURSUANT TO THE RULES OF APPELLATE PROCEDURE AND, TO THE EXTENT 2,534
NOT IN CONFLICT WITH THOSE RULES, CHAPTER 2505. OF THE REVISED 2,535
CODE.
Sec. 1729.67. (A) A COOPERATIVE AND ANY MEMBER MAY MAKE 2,537
MARKETING AGREEMENTS, WHETHER WRITTEN SEPARATELY OR CONTAINED IN 2,538
THE BYLAWS, IN WHICH THE MEMBER AGREES TO DO ANY OF THE 2,540
FOLLOWING:
(1) SELL, MARKET, OR DELIVER ALL OR ANY SPECIFIED PART OF 2,542
PRODUCTS PRODUCED OR TO BE PRODUCED EITHER BY THE MEMBER OR UNDER 2,543
THE MEMBER'S CONTROL, TO OR THROUGH THE COOPERATIVE OR ANY 2,544
FACILITIES FURNISHED BY IT;
(2) AUTHORIZE THE COOPERATIVE OR ANY FACILITIES FURNISHED 2,546
64
BY IT TO ACT FOR THE MEMBER IN ANY MANNER WITH RESPECT TO ALL OR 2,547
ANY SPECIFIED PART OF PRODUCTS PRODUCED OR TO BE PRODUCED EITHER 2,548
BY THE MEMBER OR UNDER THE MEMBER'S CONTROL AND ANY SERVICES TO 2,549
BE FURNISHED BY THE MEMBER;
(3) BUY OR PROCURE ALL OR A SPECIFIED PART OF GOODS OR 2,551
SERVICES FROM OR THROUGH THE COOPERATIVE OR ANY FACILITIES 2,552
FURNISHED BY IT;
(4) AUTHORIZE THE COOPERATIVE OR ANY FACILITIES FURNISHED 2,554
BY IT TO ACT FOR THE MEMBER IN ANY MANNER IN THE PROCUREMENT OF 2,555
GOODS OR SERVICES FOR THE MEMBER. 2,556
(B) THE TERM OF MARKETING AGREEMENTS MAY NOT EXCEED TEN 2,558
YEARS.
(C) A MARKETING AGREEMENT AUTHORIZED BY DIVISION (A) OF 2,560
THIS SECTION MAY REQUIRE THAT LIQUIDATED DAMAGES BE PAID BY THE 2,561
MEMBER IN THE EVENT OF A BREACH OF THE MARKETING AGREEMENT. 2,562
LIQUIDATED DAMAGES SHALL BE SPECIFIC, REASONABLE SUMS. ANY 2,563
PROVISIONS FOR LIQUIDATED DAMAGES SHALL BE ENFORCEABLE AND NOT 2,564
REGARDED AS PENALTIES.
(D) IF A MEMBER BREACHES OR THREATENS TO BREACH A 2,566
MARKETING AGREEMENT AUTHORIZED BY THIS SECTION, THE COOPERATIVE 2,567
SHALL BE ENTITLED TO AN INJUNCTION TO PREVENT THE BREACH OR ANY 2,568
FURTHER BREACH, AND TO A DECREE OF SPECIFIC PERFORMANCE. UPON 2,569
FILING OF A VERIFIED COMPLAINT SHOWING THE BREACH OR THREATENED 2,570
BREACH, AND UPON FILING A SUFFICIENT BOND, THE COOPERATIVE IS
ENTITLED TO A TEMPORARY RESTRAINING ORDER AGAINST THE MEMBER. 2,571
(E) IF ANY MARKETING AGREEMENT AUTHORIZED BY DIVISION 2,574
(A)(1) OR (2) OF THIS SECTION CONTAINS AN ASSIGNMENT TO THE
COOPERATIVE OF ANY PART OR ALL OF THE FUNDS DUE OR TO BECOME DUE 2,575
THE MEMBER DURING THE LIFE OF THE MARKETING AGREEMENT FOR ANY 2,576
PRODUCT PRODUCED OR TO BE PRODUCED BY THE MEMBER OR FOR ANY 2,577
SERVICES PERFORMED OR TO BE PERFORMED IN PRODUCING ANY PRODUCT, 2,578
ANY PERSON WHO ACCEPTS OR RECEIVES THE PRODUCT FROM THE MEMBER IS 2,579
BOUND BY THE ASSIGNMENT AFTER RECEIVING WRITTEN NOTICE FROM THE
COOPERATIVE OR THE MEMBER OF THE AMOUNT AND DURATION OF THE 2,580
65
ASSIGNMENT. HOWEVER, AS TO ANY SEASONAL CROP, IF NO FUNDS ARE 2,581
PAID OR BECOME PAYABLE BY ANY PERSON UNDER SUCH AN ASSIGNMENT FOR 2,582
A PERIOD OF TWO CONSECUTIVE YEARS DURING THE LIFE OF THE 2,583
MARKETING AGREEMENT, THEREAFTER THE ASSIGNMENT SHALL NOT BE 2,584
BINDING UPON ANY PERSON WHO RECEIVES OR ACCEPTS SUCH PRODUCT FROM
THE MEMBER UNTIL THE ASSIGNMENT IS REAFFIRMED BY THE MEMBER IN 2,585
WRITING AND WRITTEN NOTICE IS GIVEN BY THE COOPERATIVE OR THE 2,586
MEMBER. ANY SUCH REAFFIRMATION SHALL CONTINUE TO BE EFFECTIVE 2,587
DURING THE LIFE OF THE MARKETING AGREEMENT UNTIL ANOTHER SUCH 2,588
LAPSE OF TWO CONSECUTIVE YEARS OCCURS.
Sec. 1729.68. (A) NO PROCESSOR, HANDLER, DISTRIBUTOR, OR 2,590
DEALER, OR AGENT THEREOF, WHO PURCHASES OR CONTRACTS TO PURCHASE 2,591
ANY PRODUCT FROM A PERSON WHO PRODUCED THE PRODUCT, OR PROCURES 2,592
FOR, SELLS, OR OTHERWISE FURNISHES INPUTS, SERVICES, OR SUPPLIES 2,593
TO A PERSON SHALL DO EITHER OF THE FOLLOWING: 2,594
(1) USE DURESS AGAINST, COERCE, OR BOYCOTT THE PERSON IN 2,596
THE EXERCISE OF THE PERSON'S RIGHTS TO JOIN AND BELONG TO A 2,597
COOPERATIVE;
(2) DISCRIMINATE AGAINST THE PERSON WITH RESPECT TO PRICE, 2,599
QUANTITY, OR QUALITY, OR OTHER TERMS OF PURCHASE OR SALE OF 2,600
PRODUCTS OR PRODUCE, SERVICES, OR SUPPLIES, SOLELY BY REASON OF 2,601
THE PERSON'S MEMBERSHIP IN OR MARKETING AGREEMENT WITH A 2,602
COOPERATIVE.
(B) A MEMBER OR COOPERATIVE ON BEHALF OF ITS MEMBER OR 2,604
MEMBERS MAY BRING AN ACTION TO ENJOIN ANY VIOLATION OF THIS 2,605
SECTION, AND, UPON FILING A SUFFICIENT BOND, A COOPERATIVE IS 2,606
ENTITLED TO A TEMPORARY RESTRAINING ORDER AGAINST ANYONE WHO 2,607
VIOLATES OR THREATENS TO VIOLATE THIS SECTION AS SET FORTH IN THE 2,608
COMPLAINT IN THE COURT OF COMMON PLEAS OF THE COUNTY IN WHICH THE
VIOLATION OCCURRED. ACTIONS AGAINST DIFFERENT DEFENDANTS MAY BE 2,609
CONSOLIDATED, IN THE DISCRETION OF THE COURT, IF THE ALLEGED 2,610
VIOLATIONS ARE OF THE SAME PROVISION, HAVE OCCURRED IN THE SAME 2,611
OR ADJOINING COUNTIES, RELATE TO THE SAME PRODUCT, SERVICE, OR 2,612
SUPPLY, AND THE CONSOLIDATION CAN BE MADE WITHOUT PREJUDICE TO A 2,613
66
SUBSTANTIAL RIGHT OF ANY DEFENDANT.
(C) ANY PERSON WHO SOLICITS OR PERSUADES OR PERMITS OR 2,615
AIDS OR ABETS, INDUCES, OR ATTEMPTS TO INDUCE, ANY MEMBER OR 2,616
OTHER PERSON TO BREACH A MARKETING AGREEMENT WITH A COOPERATIVE, 2,617
BY ACCEPTING OR RECEIVING FROM THE MEMBER OR OTHER PERSON, 2,618
PRODUCTS FOR SALE, MARKETING, MANUFACTURING, OR PROCESSING FOR 2,619
SALE, CONTRARY TO THE TERMS OF ANY MARKETING AGREEMENT OF WHICH
THE INTERFERING PERSON HAS KNOWLEDGE OR NOTICE, IS LIABLE TO THE 2,620
COOPERATIVE FOR DAMAGES CAUSED BY SUCH INTERFERENCE, AND THE 2,621
COOPERATIVE IS ENTITLED TO AN INJUNCTION AGAINST THE INTERFERING 2,622
PERSON TO PREVENT FURTHER BREACHES AND A MULTIPLICITY OF ACTIONS. 2,623
(D) ANY PERSON THAT VIOLATES OR THREATENS TO VIOLATE THIS 2,626
SECTION SHALL PAY TO THE COOPERATIVE THE COOPERATIVE'S REASONABLE 2,627
ATTORNEY'S FEES AND OTHER COSTS INCURRED BY THE COOPERATIVE IN 2,628
ANY LITIGATION OR PROCEEDING AT LAW OR IN EQUITY TO ENFORCE OR 2,629
DEFEND THE COOPERATIVE'S RIGHTS AND INTERESTS THAT ARE PROTECTED 2,630
UNDER THIS SECTION. 2,631
Sec. 1729.69. (A) IT SHALL BE UNLAWFUL FOR A HANDLER TO 2,633
COMMIT AN UNFAIR MARKETING PRACTICE, AS DEFINED IN DIVISION (B) 2,636
OF THIS SECTION, WHENEVER A MARKETING COOPERATIVE HAS BEEN 2,637
AUTHORIZED BY ITS MEMBERS TO BARGAIN ON BEHALF OF ITS MEMBERS FOR 2,638
SALES CONTRACTS WITH A HANDLER AND ANY OF THE FOLLOWING 2,640
CONDITIONS EXIST:
(1) MEMBERS OF THE MARKETING COOPERATIVE ARE OBLIGATED TO 2,642
PRODUCE AND DELIVER AGRICULTURAL PRODUCTS OR PRODUCE UNDER SALES 2,643
CONTRACTS NEGOTIATED BY THE MARKETING ASSOCIATION. 2,644
(2) MEMBERS OF THE MARKETING COOPERATIVE REPRESENT, ON THE 2,646
YEARLY AVERAGE CALCULATED OVER THE IMMEDIATE TWO PRECEDING 2,647
CALENDAR YEARS, AT LEAST FIFTY-ONE PER CENT OF THE PRODUCERS WHO 2,648
DELIVERED SUCH PRODUCTS OR PRODUCE TO THE SPECIFIED FACILITY OF 2,649
THE HANDLER UNDER SALES CONTRACTS.
(3) MEMBERS OF THE MARKETING COOPERATIVE DELIVERED, UNDER 2,651
SALES CONTRACTS, ON THE YEARLY AVERAGE CALCULATED OVER THE 2,652
IMMEDIATE TWO PRECEDING CALENDAR YEARS, AT LEAST FIFTY PER CENT 2,653
67
OF THE TOTAL AMOUNT OF SUCH AGRICULTURAL PRODUCTS DELIVERED TO 2,654
SUCH FACILITY UNDER SALES CONTRACTS.
(4) THE MARKETING COOPERATIVE, IF REQUESTED BY THE 2,656
HANDLER, PRESENTS TO THE HANDLER COPIES OF THE AGREEMENTS WITH 2,658
ITS MEMBERS AUTHORIZING THE MARKETING COOPERATIVE TO BARGAIN ON 2,659
BEHALF OF ITS MEMBERS FOR SALES CONTRACTS FOR THE AGRICULTURAL 2,660
PRODUCTS THAT ARE THE SUBJECT OF THE SALES CONTRACT UNDER
NEGOTIATION. 2,661
(B) FOR PURPOSES OF THIS SECTION, IT IS AN UNFAIR 2,664
MARKETING PRACTICE:
(1) IF EITHER THE HANDLER OR THE MARKETING COOPERATIVE 2,666
THAT IS BARGAINING FAILS TO BARGAIN IN GOOD FAITH IN NEGOTIATING 2,667
SALES CONTRACTS FOR AGRICULTURAL PRODUCTS TO BE DELIVERED TO A 2,668
FACILITY OF THE HANDLER; OR
(2) IF A HANDLER ENTERS INTO A SALES CONTRACT DIRECTLY 2,670
WITH A PRODUCER, PERTAINING TO AGRICULTURAL PRODUCTS TO BE 2,671
DELIVERED TO THE SAME FACILITY, WITH THE INTENT TO CAUSE THE 2,672
MARKETING COOPERATIVE TO FAIL TO MEET THE CONDITIONS SET FORTH IN 2,673
DIVISIONS (A)(2) AND (3) OF THIS SECTION.
Sec. 1729.70. (A) AN AGRICULTURAL COOPERATIVE IS NOT A 2,675
CONSPIRACY, A COMBINATION IN RESTRAINT OF TRADE, AN ILLEGAL 2,676
MONOPOLY, OR AN ATTEMPT TO LESSEN COMPETITION OR TO FIX PRICES 2,677
ARBITRARILY; AND THE MARKETING AGREEMENTS BETWEEN SUCH AN 2,678
AGRICULTURAL COOPERATIVE AND ITS MEMBERS, OR ANY OTHER MARKETING 2,679
AGREEMENTS OR SALES CONTRACTS AUTHORIZED OR DESCRIBED IN SECTIONS 2,680
1729.67 TO 1729.70 OF THE REVISED CODE, ARE NOT ILLEGAL AS SUCH,
IN UNLAWFUL RESTRAINT OF TRADE, OR PART OF A CONSPIRACY OR 2,681
COMBINATION TO ACCOMPLISH AN IMPROPER OR ILLEGAL PURPOSE. 2,682
(B) AN AGRICULTURAL COOPERATIVE MAY, UPON RESOLUTION OF 2,684
ITS BOARD, ENTER INTO MARKETING AGREEMENTS AND OTHER ARRANGEMENTS 2,686
WITH ANY OTHER AGRICULTURAL COOPERATIVE. ANY TWO OR MORE 2,688
AGRICULTURAL COOPERATIVES MAY, BY AGREEMENT BETWEEN THEM, UNITE 2,689
IN EMPLOYING OR SEPARATELY EMPLOY THE SAME PERSONNEL, METHODS, 2,690
MEANS, AND AGENCIES FOR CARRYING ON THEIR RESPECTIVE BUSINESSES. 2,691
68
AGRICULTURAL COOPERATIVES, ACTING SINGLY OR COLLECTIVELY, MAY
MEET IN CONFERENCE WITH TWO OR MORE PURCHASERS OF THEIR PRODUCTS 2,692
WHO ARE ACTING COLLECTIVELY, AND MAY AT THE CONFERENCE FIX BY 2,693
AGREEMENT THE PRICES TO BE PAID BY THE PURCHASERS TO THE 2,694
AGRICULTURAL COOPERATIVE FOR THE PRODUCTS. SUCH CONCERTED ACTION 2,695
BY THE PURCHASERS IS NOT A CONTRACT IN RESTRAINT OF TRADE. 2,696
Sec. 1729.25 1729.76. Any corporation or FOREIGN 2,706
association organized under laws of another state that are 2,707
generally similar to sections 1729.01 to 1729.27, inclusive of
the Revised Code, may carry on any proper activities in this 2,708
state upon compliance with the general regulations applicable to 2,709
foreign corporations desiring to do business in this state. All 2,710
contracts which THAT could be made by any association 2,712
incorporated under such sections, THIS CHAPTER AND that are made 2,713
by or with such foreign associations, shall be enforceable in 2,714
this state with all of the remedies set forth in such sections 2,715
THIS CHAPTER.
Sec. 1729.22 1729.80. An association may organize, form, 2,724
operate, own, control, have an interest in, own stock of, or be a 2,726
member of any other corporations engaged in preserving, drying, 2,728
processing, canning, packing, storing, handling, shipping, 2,729
utilizing, manufacturing, marketing, or selling the agricultural
products handled by the association or the by-products of such 2,730
products.
If such other corporations are warehousing corporations, 2,732
they may issue legal warehouse receipts to the association or to 2,734
any other person against commodities delivered to them, and such 2,735
legal warehouse receipts shall be considered an adequate 2,736
collateral to the extent of the usual and current value of the 2,737
commodity represented by them COOPERATIVE, CORPORATION, OR OTHER
FORM OF ORGANIZATION. 2,738
Sec. 1729.23 1729.84. Any law which is in conflict with 2,747
sections 1729.01 to 1729.27, inclusive, of the Revised Code, 2,749
shall be construed as not applying to the associations provided 2,750
69
for in such sections.
Any exemptions under any law applying to agricultural 2,752
products in the possession or under the control of the individual 2,753
producer shall also apply to such products delivered by its 2,754
farmer PRODUCER members, as long as such products are in the 2,756
possession or under the control of the association AN
AGRICULTURAL COOPERATIVE. 2,757
Sec. 1729.85. MEMBERSHIP STOCK AND PATRONAGE STOCK OF AN 2,759
ASSOCIATION ARE NOT TO BE CONSIDERED SECURITIES UNDER CHAPTER 2,761
1707. OF THE REVISED CODE.
Sec. 1729.86. (A) EXCEPT AS OTHERWISE PROVIDED IN THIS 2,763
CHAPTER, THIS CHAPTER APPLIES TO ALL ASSOCIATIONS, WHETHER 2,764
ORGANIZED UNDER THIS CHAPTER PRIOR TO THE EFFECTIVE DATE OF THIS 2,765
SECTION OR ON OR AFTER THAT DATE.
(B) ANY LAW THAT IS IN CONFLICT WITH THIS CHAPTER SHALL BE 2,767
CONSTRUED AS NOT APPLYING TO ASSOCIATIONS PROVIDED FOR IN THIS 2,768
CHAPTER.
Sec. 1729.99. (A) Whoever violates section 1729.181 2,777
1729.04 of the Revised Code shall be fined not less than fifty 2,778
FIVE HUNDRED nor more than five TWENTY-FIVE hundred dollars for 2,779
each offense. 2,781
(B) Whoever VIOLATES DIVISION (A) OF SECTION 1729.68 OR 2,783
commits an unfair marketing practice as defined in section 2,784
1729.192 1729.69 of the Revised Code shall be fined not less than 2,785
one FIVE hundred nor more than twenty-five hundred FIVE THOUSAND 2,787
dollars for each offense.
Section 2. That existing sections 917.01, 917.16, 1707.02, 2,789
1729.02, 1729.03, 1729.05, 1729.07, 1729.15, 1729.16, 1729.22, 2,790
1729.23, 1729.25, and 1729.99 and sections 1729.01, 1729.04, 2,791
1729.06, 1729.08, 1729.09, 1729.10, 1729.11, 1729.12, 1729.13, 2,792
1729.14, 1729.17, 1729.18, 1729.181, 1729.19, 1729.191, 1729.192, 2,793
1729.20, 1729.21, 1729.24, 1729.26, 1729.27, 1729.28, 1729.30, 2,794
1729.31, 1729.32, 1729.33, 1729.34, 1729.35, 1729.36, and 1729.37 2,796
of the Revised Code are hereby repealed.