As Passed by the House 1
122nd General Assembly 4
Regular Session Am. H. B. No. 600 5
1997-1998 6
REPRESENTATIVES HOUSEHOLDER-CAREY-GRENDELL-REID-OGG-BUCHY- 8
GARCIA-GARDNER-PADGETT-HAINES-LOGAN-TERWILLEGER-HARRIS- 9
METZGER-VESPER-WESTON-ROMAN-WILLAMOWSKI-OPFER-SULZER-WILSON- 10
STAPLETON-KREBS-SAWYER-VERICH-JOHNSON-LUCAS-ROBERTS-YOUNG 11
13
A B I L L
To amend sections 917.01, 917.16, 1707.02, 1729.02, 15
1729.03, 1729.05, 1729.07, 1729.15, 1729.16, 16
1729.22, 1729.23, 1729.25, 1729.99, and 4517.22; 17
to amend, for the purpose of adopting new 18
section numbers as indicated in parentheses, 19
sections 1729.05 (1729.06), 1729.07 (1729.08), 21
1729.15 (1729.27), 1729.16 (1729.28), 1729.22 22
(1729.80), 1729.23 (1729.84), and 1729.25 23
(1729.76); to enact new sections 1729.01, 25
1729.04, 1729.07, 1729.09, 1729.10, 1729.11, 27
1729.12, 1729.13, 1729.14, 1729.16, 1729.17, 28
1729.18, 1729.19, 1729.20, 1729.22, 1729.23, 29
1729.24, 1729.25, 1729.26, 1729.35, 1729.36, and 31
1729.37 and sections 1729.29, 1729.38, 1729.40, 32
1729.42, 1729.44, 1729.46, 1729.47, 1729.49, 33
1729.55, 1729.56, 1729.58, 1729.59, 1729.60, 35
1729.61, 1729.67, 1729.68, 1729.69, 1729.70, 37
1729.85, and 1729.86; and to repeal sections 38
1729.01, 1729.04, 1729.06, 1729.08, 1729.09, 39
1729.10, 1729.11, 1729.12, 1729.13, 1729.14, 42
1729.17, 1729.18, 1729.181, 1729.19, 1729.191, 43
1729.192, 1729.20, 1729.21, 1729.24, 1729.26, 45
1729.27, 1729.28, 1729.30, 1729.31, 1729.32, 46
1729.33, 1729.34, 1729.35, 1729.36, and 1729.37 48
of the Revised Code to establish the "Ohio 49
2
Cooperative Law" by revising the agricultural 51
cooperative law, by repealing the law governing 52
consumers' and worker-owned cooperatives, and by 54
enacting provisions for mergers, consolidations, 55
divisions, and dissolutions of cooperatives, and 56
to permit livestock trailers to be displayed and 57
sold at livestock and agricultural shows. 58
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO: 60
Section 1. That sections 917.01, 917.16, 1707.02, 1729.02, 62
1729.03, 1729.05, 1729.07, 1729.15, 1729.16, 1729.22, 1729.23, 63
1729.25, 1729.99, and 4517.22 be amended; sections 1729.05 64
(1729.06), 1729.07 (1729.08), 1729.15 (1729.27), 1729.16 65
(1729.28), 1729.22 (1729.80), 1729.23 (1729.84), and 1729.25 66
(1729.76) be amended for the purpose of adopting new section 67
numbers as indicated in parentheses; and new sections 1729.01, 68
1729.04, 1729.07, 1729.09, 1729.10, 1729.11, 1729.12, 1729.13, 69
1729.14, 1729.16, 1729.17, 1729.18, 1729.19, 1729.20, 1729.22, 70
1729.23, 1729.24, 1729.25, 1729.26, 1729.35, 1729.36, and 1729.37 71
and sections 1729.29, 1729.38, 1729.40, 1729.42, 1729.44, 72
1729.46, 1729.47, 1729.49, 1729.55, 1729.56, 1729.58, 1729.59, 73
1729.60, 1729.61, 1729.67, 1729.68, 1729.69, 1729.70, 1729.85, 74
and 1729.86 of the Revised Code be enacted to read as follows: 75
Sec. 917.01. As used in this chapter: 84
(A) "Person" means any individual, government agency, 86
political subdivision, partnership, corporation, affiliate or 88
subsidiary of a corporation, association, co-operative 89
association, or other business unit. 90
(B) "Co-operative association" OR "AGRICULTURAL 92
COOPERATIVE ASSOCIATION" means any association AGRICULTURAL 94
COOPERATIVE organized under sections 1729.01 to 1729.27 CHAPTER 95
1729. of the Revised Code, or under the "Co-operative Marketing 98
Associations (Capper-Volstead) Act," 7 U.S.C. 291, 292 (1980), as 100
amended, and qualified to do business in Ohio, if the director of 101
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agriculture finds the association has, in good faith, its entire 102
activities under the control of its members and has been and is 103
exercising full authority in the sale of milk or cream for its
members. 104
(C) "Market area" means any area that the director finds 107
is a natural marketing area and designates as such. 109
(D) "Dealer" or "milk dealer" means a person who purchases 112
or receives milk from a producer for the purpose of bottling, 115
packaging, selling, processing, jobbing, brokering, or 116
distributing the milk except where the milk is disposed of in the 118
same container in which it is received, without removal from the 120
container and without processing in any way except by necessary 122
refrigeration. Any person who buys and distributes milk in 123
containers under the person's own label is a dealer.
(E) "Imitation" means imitation as described in 21 C.F.R. 127
101.3, as amended. 128
(F) "Milk" means the lacteal secretion, substantially free 131
from colostrum, obtained by the complete milking of one or more 132
healthy cows, goats, sheep, or other animals and intended for 133
either of the following purposes: 134
(1) To be sold for human consumption or for use in dairy 137
products;
(2) To be used for human consumption or for use in dairy 140
products on the premises of a governmental agency or institution. 141
"Milk" does not include a blend of the lacteal secretions 143
of different species. 144
(G) "Grade A milk" means milk produced by a person holding 147
a valid producer license of the grade A milk category issued
pursuant to section 917.09 of the Revised Code. 150
(H) "Manufacture milk" means milk produced by a person 153
holding a valid producer license of the manufacture milk category 154
issued pursuant to section 917.09 of the Revised Code. 156
(I) "Producer" or "milk producer" means a grade A milk 159
producer or a manufacture milk producer. 160
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(J) "Grade A milk producer" means a person located in this 163
state who sells or offers for sale grade A milk obtained from a
cow, goat, sheep, or other animal that the person owns or 164
controls. 165
(K) "Manufacture milk producer" means a person located in 168
this state who sells or offers for sale manufacture milk obtained 169
from a cow, goat, sheep, or other animal that the person owns or 170
controls.
(L) "Grade A milk products" means products derived from 173
grade A milk and having the standard of identity, quality, 174
strength, purity, grade, and, if added, permitted optional 175
ingredients found in the standards of identity established for 176
the products in rules adopted by the director under section 177
917.02 or 3715.02 of the Revised Code, and includes: 179
(1) Cottage cheese; 181
(2) Raw, pasteurized, or aseptically processed products 184
derived from milk and described in either of the following:
(a) The most recent published recommendations of the food 187
and drug administration, public health service, United States 189
department of health and human services; 190
(b) Rules adopted by the director. 193
(M) "Manufactured milk products" means all products, other 196
than raw milk for sale to the ultimate consumer and grade A milk 197
products, that are derived from milk and are for human 198
consumption, including:
(1) Butter; 200
(2) Natural or processed cheese; 202
(3) Evaporated, condensed, and dry products; 204
(4) Frozen desserts; 206
(5) Such other products derived from milk as the director 208
may specify by rule that have the standard of identity, quality, 209
strength, purity, grade, and, if added, permitted optional 210
ingredients found in the standards of identity established for 211
the product in rules adopted by the director under section 917.02 212
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or 3715.02 of the Revised Code. 214
(N) "Dairy products" means milk, raw milk for sale to the 217
ultimate consumer, grade A milk products, and manufactured milk 218
products.
(O) "Frozen desserts" means frozen desserts, including the 221
mixes, described in 21 C.F.R. 135, as amended, unless otherwise 223
specified by the director by rule. 224
(P) "Milk plant" means a grade A milk plant or manufacture 228
milk plant.
(Q) "Grade A milk plant" means a place, including a 231
governmental operation, where grade A milk or a grade A milk
product is collected, handled, controlled, processed, stored, 232
pasteurized, ultra-pasteurized, repasteurized, aseptically 233
processed, bottled, or prepared for distribution, but does not 234
include a place where a grade A milk product is purchased in 235
packaged form and is stored and handled for the sole purpose of 236
sale to the ultimate consumer.
(R) "Manufacture milk plant" means a place, including a 239
governmental operation, where manufacture milk or a manufactured 240
milk product is collected, handled, controlled, manufactured, 241
processed, stored, pasteurized, ultra-pasteurized, repasteurized, 242
commercially sterilized, aseptically processed, bottled, or 243
prepared for distribution, but does not include a place where a 244
manufactured milk product is purchased in packaged form and is 245
stored and handled for the sole purpose of sale to the ultimate 246
consumer. 247
(S) "Raw milk for sale to the ultimate consumer" means the 250
raw milk sold or offered for sale by a raw milk retailer. 251
(T) "Raw milk retailer" means a person who, prior to 254
October 31, 1965, was engaged continuously in the business of 256
selling or offering for sale raw milk directly to ultimate 257
consumers.
(U) "Processor" or "milk processor" means a grade A milk 260
processor or a manufacture milk processor. 261
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(V) "Grade A milk processor" means a person who operates 265
or controls a milk plant that is located in this state or from 266
which grade A milk or grade A milk products are sold or offered 269
for sale for human consumption.
(W) "Manufacture milk processor" means any person who 271
operates or controls a manufacture milk plant that is located in 272
this state or from which manufacture milk or manufactured milk 273
products are sold or offered for sale for human consumption. 274
(X) "Weigher, sampler, or tester" means a person who, in 277
order to determine volume, weight, or composition for the purpose 278
of determining price, weighs, tests, or samples either of the 279
following:
(1) Milk at a dairy farm; 281
(2) Milk or cream purchased by a dealer from a milk 283
producer or co-operative association. 284
(Y) "Hauler" or "milk hauler" means a person who owns or 287
leases a vehicle or conveyance used to transport raw milk, but 288
does not include a producer transporting raw milk that the 289
producer has produced. 290
(Z) "License" means a license issued under section 917.09 293
of the Revised Code and includes a registration issued under 295
division (I) of that section. 296
Sec. 917.16. (A) This chapter shall not restrain, limit, 306
prejudice, abrogate, or take from any co-operative association 308
AGRICULTURAL COOPERATIVE ASSOCIATION the powers, privileges, and 309
rights it has under sections 1729.01 to 1729.27 CHAPTER 1729. of 311
the Revised Code.
(B) Specifically, but without limiting division (A) of 313
this section, this chapter shall not derogate from or prejudice 316
any rights of any co-operative association, provided that the 317
association and its employees comply with the licensing 318
requirements.
Sec. 1707.02. (A) "Exempt," as used in this section, 328
means exempt from sections 1707.08 to 1707.11 and 1707.39 of the 329
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Revised Code. 330
(B)(1) Except as provided in division (B)(2) of this 332
section, the following securities are exempt, if the issuer or 333
guarantor has the power of taxation or assessment for the purpose 334
of paying the obligation represented by the security, or is in 335
specific terms empowered by the laws of the state of issuance to 336
issue securities payable as to principal or interest, or as to 337
both, out of revenues collected or administered by such issuer: 338
(a) Any security issued or guaranteed by the United 340
States; 341
(b) Any security issued or guaranteed by, and recognized, 343
at the time of sale, as its valid obligation by, any foreign 344
government with which the United States is, at the time of sale, 345
maintaining diplomatic relations; 346
(c) Any security issued or guaranteed, and recognized as 348
its valid obligation, by any political subdivision or any 349
governmental or other public body, corporation, or agency in or 350
of the United States, any state, territory, or possession of the 351
United States, or any foreign government with which the United 352
States is, at the time of sale, maintaining diplomatic relations. 353
(2) If a security described in division (B)(1) of this 355
section is not payable out of the proceeds of a general tax, the 357
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 359
or principal of the security, and there are no adjudications or 360
pending suits adversely affecting its validity. 361
(C) Any security issued by and representing an interest in 363
or an obligation of a state or nationally chartered bank, savings 364
and loan association, savings bank, or credit union, or a 366
governmental corporation or agency created by or under the laws 367
of the United States or of Canada is exempt, if it is under the 368
supervision of or subject to regulation by the government or 369
state under whose laws it was organized.
(D) Any interim certificate is exempt, if the securities 371
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to be delivered therefor are themselves exempt, are the subject 372
matter of an exempt transaction, have been registered by 373
description or registered by qualification, or are the subject 374
matter of a transaction which has been registered by description. 375
(E)(1) Any security, whether a preliminary or final 377
security, is exempt, which, at the time of sale within this 378
state, is listed, or listed upon notice of issuance, on the 379
Cincinnati stock exchange, the Midwest stock exchange, the New 380
York stock exchange, or the American stock exchange, or is 381
designated, or approved for designation upon notice of issuance, 382
as a national market system security on the national association 383
of securities dealers automated quotation system, or is listed or 384
designated on any other stock exchange or national quotation 385
system approved by the division as having listing requirements 386
substantially equivalent to those of any one of those exchanges 387
or systems, and any security senior to any security so listed or 388
designated is also exempt; but these exemptions shall apply only 389
so long as such security remains so listed or designated pursuant 390
to official action of such exchange or system and not under 391
suspension, and only so long as such exchange or system remains 392
approved under this section. 393
(2) Application for approval of a stock exchange or system 395
not approved in this section may be made by any organized stock 396
exchange or system, or by any dealer who is a member of such 397
exchange, in such manner and upon such forms as are prescribed by 398
the division, accompanied by payment of an approval fee of two 399
hundred dollars, and the division shall make such investigation 400
and may hold such hearings as it deems necessary to determine the 401
propriety of giving approval. The cost of such investigation 402
shall be borne by the applicant. The division may enter an order 403
of approval, and if it does so, it shall notify the applicant of 404
such approval. 405
(3) The division may revoke the approval of an exchange or 407
system approved in this section or approved by it upon finding, 408
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after due notice, investigation, and hearing, that the practices 409
or requirements of such exchange or system have been so changed 410
or modified, or are, in their actual operation, such that the 411
contemplated protection is no longer afforded. The principles of 412
res adjudicata ordinarily applicable in civil matters shall not 413
be applicable to this matter, which is hereby declared to be 414
administrative rather than judicial. Notice of the hearing may 415
be given by certified mail at least ten days before such hearing. 416
(4) The division may suspend the exemption of any security 418
described in division (E) of this section by giving notice, by 419
certified mail, to that effect to the exchange or system upon 420
which such security is listed or designated and to the issuer of 421
such security. After notice and hearing, the division may revoke 422
such exemption if it appears to it that sales of such security 423
have been fraudulent or that future sales of it would be 424
fraudulent. The division shall set such hearing not later than 425
ten days from the date of the order of suspension, but may for 426
good cause continue such hearing upon application of the exchange 427
or system upon which such security is listed or designated or 428
upon application of the issuer of such security. 429
(F) Any security, issued or guaranteed as to principal, 431
interest, or dividend or distribution by a corporation owning or 432
operating any public utility, is exempt, if such corporation is, 433
as to its rates and charges or as to the issuance and 434
guaranteeing of securities, under the supervision of or regulated 435
by a public commission, board, or officer of the United States, 436
or of Canada, or of any state, province, or municipal corporation 437
in either of such countries. Equipment-trust securities based on 438
chattel mortgages, leases, or agreements for conditional sale, of 439
cars, locomotives, motor trucks, or other rolling stock or of 440
motor vehicles mortgaged, leased, or sold to, or finished for the 441
use of, a public utility, are exempt; and so are equipment 442
securities where the ownership or title of such equipment is 443
pledged or retained, in accordance with the laws of the United 444
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States or of any state, or of Canada or any province thereof, to 445
secure the payment of such securities. 446
(G) Commercial paper and promissory notes are exempt when 448
they are not offered directly or indirectly for sale to the 449
public. 450
(H) Any security issued or guaranteed by an insurance 452
company, except as provided in section 1707.32 of the Revised 453
Code, is exempt if such company is under the supervision of, and 454
the issuance or guaranty of such security is regulated by, a 455
state. 456
(I) Any security, except notes, bonds, debentures, or 458
other evidences of indebtedness or of promises or agreements to 459
pay money, which is issued by a person, corporation, or 460
association organized not for profit, including persons, 461
corporations, and associations organized exclusively for 462
conducting county fairs, for cooperative marketing, or for 465
religious, educational, social, recreational, athletic, 466
benevolent, fraternal, charitable, or reformatory purposes, AND 467
AGRICULTURAL COOPERATIVES AS DEFINED IN SECTION 1729.01 OF THE 468
REVISED CODE, is exempt, if no part of the net earnings of such 470
issuer inures to the benefit of any shareholder or member of such 471
issuer or of any individual, and if the total commission, 472
remuneration, expense, or discount in connection with the sale of 473
such securities does not exceed two per cent of the total sale 474
price thereof plus five hundred dollars. 475
(J)(1) Any securities outstanding for a period of not less 477
than five years, on which there has occurred no default in 478
payment of principal, interest, or dividend or distribution for 479
the five years immediately preceding the sale, are exempt. 480
(2) For the purpose of division (J) of this section, the 482
dividend, distribution, or interest rate on securities in which 483
no such rate is specified shall be at the rate of at least four 484
per cent annually on the aggregate of the price at which such 485
securities are to be sold. 486
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(K) All bonds issued under authority of Chapter 165. or 488
761., or section 4582.06 or 4582.31 of the Revised Code are 489
exempt. 490
Sec. 1729.01. AS USED IN THIS CHAPTER: 492
(A) "AGRICULTURAL COOPERATIVE" MEANS A COOPERATIVE TO 494
WHICH ALL OF THE FOLLOWING APPLY: 495
(1) THE COOPERATIVE ENGAGES IN ANY ACTIVITY IN CONNECTION 497
WITH THE PROPAGATION, RAISING, PRODUCING, HARVESTING, STORING, 498
DRYING, HANDLING, PROCESSING, OR MARKETING OF AGRICULTURAL 500
PRODUCTS; PROCURING EQUIPMENT AND SUPPLIES OR PROVIDING SERVICES
FOR PRODUCERS AND OTHERS; BARGAINING; AND ANY ACTIVITY RELATED TO 501
THE FOREGOING. 502
(2) PRODUCERS OR AGRICULTURAL COOPERATIVES EXERCISE MORE 504
THAN FIFTY PER CENT OF THE VOTING CONTROL OF THE COOPERATIVE. 505
(3) THE COOPERATIVE DOES AT LEAST FIFTY PER CENT OF ITS 507
BUSINESS WITH PRODUCERS OR AGRICULTURAL COOPERATIVES. 508
(B) "AGRICULTURAL PRODUCTS" INCLUDES AQUACULTURAL, 510
HORTICULTURAL, VITICULTURAL, FORESTRY, DAIRY, LIVESTOCK, POULTRY, 512
BEE, AND FARM PRODUCTS, AND THE PRODUCE OR BYPRODUCTS OF ANY OF 514
SUCH PRODUCTS.
(C) "ASSOCIATION" MEANS ANY CORPORATION ORGANIZED UNDER 516
THIS CHAPTER. 517
(D) "BARGAINING" MEANS THE MUTUAL OBLIGATION OF A HANDLER 519
AND A MARKETING COOPERATIVE TO MEET AT REASONABLE TIMES AND 520
CONFER AND NEGOTIATE IN GOOD FAITH. NEGOTIATIONS MAY INCLUDE ALL 521
TERMS RELATIVE TO TRADING BETWEEN HANDLERS AND PRODUCERS. THE 522
OBLIGATION DOES NOT REQUIRE EITHER PARTY TO AGREE UPON PRICE, 523
TERMS OF SALE, OR ANY OTHER MARKETING AGREEMENT, OR TO MAKE A
CONCESSION. 524
(E) "BOARD" MEANS THE BOARD OF DIRECTORS OF AN 526
ASSOCIATION. 527
(F) "COOPERATIVE" MEANS AN ASSOCIATION OR A FOREIGN 529
ASSOCIATION.
(G) "CORPORATION" MEANS ANY CORPORATION, DOMESTIC OR 531
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FOREIGN, THAT IS NOT A COOPERATIVE. 532
(H) "ENTITY," EXCEPT AS OTHERWISE PROVIDED, MEANS A FOREIGN 535
ASSOCIATION, A CORPORATION, OR A FOREIGN OR DOMESTIC LIMITED 536
LIABILITY COMPANY.
(I) "FOREIGN ASSOCIATION" MEANS A CORPORATION ORGANIZED 538
UNDER THE COOPERATIVE LAWS OF ANOTHER STATE OR THE DISTRICT OF 540
COLUMBIA OR A CORPORATION ORGANIZED UNDER THE LAW OF ANOTHER
STATE OR THE DISTRICT OF COLUMBIA AND OPERATING ON A COOPERATIVE 541
BASIS. 542
(J) "HANDLER" MEANS A PERSON WHO ACQUIRES AGRICULTURAL 544
PRODUCTS UNDER A SALES CONTRACT FOR THE PURPOSE OF PROCESSING OR 545
RESELLING THE AGRICULTURAL PRODUCTS. 546
(K) "MARKETING AGREEMENT" MEANS AN AGREEMENT, CONTRACT, OR 548
OTHER ARRANGEMENT BETWEEN A COOPERATIVE AND A MEMBER IN WHICH THE 549
MEMBER AGREES TO MARKET ALL OR A PART OF THE PRODUCTS OR PRODUCE 550
PRODUCED BY THE MEMBER, OR AGREES TO PURCHASE ALL OR A PART OF 551
THE MEMBER'S REQUIREMENTS FOR INPUTS, SERVICES, OR SUPPLIES. 552
(L) "MARKETING COOPERATIVE" MEANS ANY AGRICULTURAL 554
COOPERATIVE MEETING THE REQUIREMENTS OF THE "CO-OPERATIVE 555
MARKETING ASSOCIATIONS ACT," 42 STAT. 388 (1922), 7 U.S.C.A. 291, 557
THAT NEGOTIATES SALES CONTRACTS WITH HANDLERS ON BEHALF OF ITS
MEMBERS AND IS NOT IN DIRECT COMPETITION WITH ANY HANDLER WITH 558
WHICH IT NEGOTIATES SUCH CONTRACTS. 559
(M) "MEMBER" MEANS A PERSON WHO HAS BEEN QUALIFIED AND 561
ACCEPTED INTO MEMBERSHIP IN AN ASSOCIATION. 562
(N) "MEMBERSHIP STOCK" MEANS ANY CLASS OF STOCK OR OTHER 564
EQUITY INTEREST IN AN ASSOCIATION, CONTINUOUS OWNERSHIP OF WHICH 565
IS REQUIRED FOR MEMBERSHIP IN AN ASSOCIATION. 566
(O) "PATRONAGE STOCK" MEANS ANY STOCK OR OTHER EQUITY 568
INTEREST IN AN ASSOCIATION THAT WAS ORIGINALLY ISSUED BY THE 569
ASSOCIATION WITH RESPECT TO PATRONAGE TRANSACTIONS. 570
(P) "PERSON" INCLUDES A NATURAL PERSON, PARTNERSHIP, 572
CORPORATION, COOPERATIVE, OR OTHER ENTITY. 573
(Q) "PROCESSING" MEANS CHANGING THE PHYSICAL OR CHEMICAL 575
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CHARACTERISTICS OF AGRICULTURAL PRODUCTS. 576
(R) "PRODUCER" MEANS A PERSON ENGAGED IN THE PRODUCTION OF 579
AGRICULTURAL PRODUCTS FOR THE MARKET, INCLUDING A LESSOR OF LAND
WHO RECEIVES AS RENT PART OF THE AGRICULTURAL PRODUCT OF SUCH 580
LAND.
(S) "SALES CONTRACT" MEANS A MARKETING AGREEMENT OR OTHER 582
SIMILAR ARRANGEMENT BETWEEN A HANDLER AND A PRODUCER, NEGOTIATED 584
BY THE PRODUCER OR BY AN AGRICULTURAL COOPERATIVE ACTING AS AGENT 585
FOR A PRODUCER, UNDER WHICH THE PRODUCER AGREES TO GROW OR
PRODUCE AGRICULTURAL PRODUCTS FOR SALE TO THE HANDLER. 586
Sec. 1729.02. (A) An association may be organized to 595
engage in any activity in connection with the marketing or 597
selling of the agricultural products of its members, with the 598
harvesting, preserving, drying, processing, canning, packing, 599
grading, storing, handling, shipping, or utilization of such
products, or with the manufacturing or marketing of the 600
by-products of such products; to engage in any activity in 601
connection with the manufacturing, selling, or supplying to its 602
members of machinery, equipment, or supplies of any kind; to 603
engage in services in connection with activities authorized by
sections 1729.01 to 1729.27, inclusive, of the Revised Code; or 604
to engage in the financing of the activities enumerated in this 605
section. Such association may be organized to engage in any one 606
or more of such activities, but this UNDER THIS CHAPTER FOR ANY 607
LAWFUL PURPOSE PERMITTED TO CORPORATIONS BY THE LAWS OF THIS 608
STATE, EXCEPT ANY SUCH PURPOSE THAT IS INCONSISTENT WITH THE 609
PROVISIONS OF THIS CHAPTER OR OTHER CHAPTERS OF TITLE XVII OF THE 611
REVISED CODE. THIS section does not authorize any professional 612
services otherwise prohibited by law. 613
(B) ASSOCIATIONS SHALL BE DEEMED NONPROFIT BECAUSE THEY 615
ARE NOT ORGANIZED FOR THE PURPOSE OF MAKING A PROFIT FOR 616
THEMSELVES AS SUCH, OR FOR THE PURPOSE OF MAKING A PROFIT FOR 617
THEIR MEMBERS AS SUCH, BUT FOR THEIR MEMBERS AS PATRONS. 618
(C) THIS CHAPTER SHALL BE KNOWN AS THE "OHIO COOPERATIVE 621
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LAW."
Sec. 1729.03. Each association incorporated under sections 630
1729.01 to 1729.27, inclusive, of the Revised Code THIS CHAPTER 631
shall have the following powers: 632
(A) It may engage in any activity in connection with the 634
marketing, selling, preserving, harvesting, drying, processing, 636
manufacturing, canning, packing, grading, storing, handling, or 637
utilization of any agricultural products produced or delivered to 638
it by its members or others, or with the manufacturing or 639
marketing of the by-products of such products; any activities in 640
connection with the purchase, sale, hiring, or use, by its
members or others, of supplies, machinery, or equipment of any 641
kind; may engage in services in connection with any activities 642
authorized by sections 1729.01 to 1729.27, inclusive, of the 643
Revised Code, or may engage in the financing of such activities. 644
Such association may engage in any one or more of the activities 645
specified in this section but this section does not authorize any
professional services otherwise prohibited by law. 646
Any such association may limit its activities to the 648
handling or the marketing of products of its own members, except 650
for storage. If it handles the products of nonmembers, the total 651
of such nonmembers' products handled by it in any fiscal year 652
must not exceed the total of similar products handled by the 653
association for its own members during the same period.
(B) It may borrow money without limitation as to amount of 655
corporate indebtedness or liability except in the case of 656
associations organized with capital stock, and may make advance 657
payments and other advances to members or others. 658
(C) It may act as the agent or representative of any 660
members in any of the activities mentioned in divisions (A) and 661
(B) of this section.
(D) It may purchase, otherwise acquire, hold, own, 663
exercise all rights of ownership in, sell, transfer, pledge, 664
guarantee the payment of dividends or interest on, or guarantee 665
15
the retirement or redemption of shares of capital stock or bonds 666
of any corporation or association engaged in any activity
directly related to the association's own authorized activities 667
or in the warehousing, handling, or marketing of any of the 668
products handled by the association. 669
(E) It may establish reserves and invest the funds thereof 671
in bonds or in such other property as is provided in the bylaws 672
MAKE CONTRACTS, INCUR LIABILITIES, AND BORROW MONEY; ISSUE 673
CAPITAL STOCK AND CERTIFICATES REPRESENTING EQUITY INTERESTS OR 675
INDEBTEDNESS; ACQUIRE PROPERTY; AND DISPOSE OF, MORTGAGE, PLEDGE, 676
LEASE, OR OTHERWISE USE IN ANY MANNER, ANY OF ITS PROPERTY, OR 677
ANY INTEREST IN ITS PROPERTY, WHEREVER SITUATED.
(B) IT MAY INVEST ITS FUNDS, LEND MONEY FOR ITS PURPOSES, 679
AND HOLD ANY PROPERTY AS SECURITY FOR REPAYMENT. 680
(C) IT MAY ACT AS THE AGENT OR REPRESENTATIVE OF ANY 682
MEMBERS IN ANY ACTIVITIES AUTHORIZED BY THIS CHAPTER. 683
(D) IT MAY CONDUCT ITS BUSINESS AND AFFAIRS, HAVE OFFICES, 685
AND EXERCISE ITS POWER IN THE UNITED STATES OR IN ANY FOREIGN 686
COUNTRY. 687
(E) IT MAY ESTABLISH RESERVES AND INVEST THESE FUNDS. 689
(F) It may buy, hold, and exercise all privileges of 691
ownership over such real or personal property as is necessary, 692
convenient, or incidental to the conduct of any authorized 693
business of the association.
(G) It may establish, secure, own, and develop patents, 695
trademarks, and copyrights. 696
(H) NOTWITHSTANDING CHAPTER 169. OF THE REVISED CODE, IT 699
MAY EFFECT THE FORFEITURE OF ANY UNCLAIMED FUNDS, INCLUDING ANY 700
UNCLAIMED STOCKS OR OTHER EQUITY INTERESTS, DIVIDENDS, AND 701
PATRONAGE ALLOCATIONS, FOR WHICH THE OWNER CANNOT BE FOUND AFTER 703
A PERIOD OF THREE YEARS. NOTICE OF THE EXISTENCE OF THESE 704
UNCLAIMED FUNDS AND A REQUEST FOR WRITTEN ACKNOWLEDGMENT FROM THE
OWNER TO THE ASSOCIATION SHALL BE EVIDENCE OF A BONA FIDE ATTEMPT 705
TO DELIVER THE UNCLAIMED FUNDS TO THE OWNER. IF THE NOTICE IS 706
16
NOT ACKNOWLEDGED WITHIN THIRTY DAYS AFTER THE NOTICE IS SENT OR 707
WITHIN THE PERIOD SPECIFIED IN THE NOTICE, IF LONGER, ALL SUCH 708
UNCLAIMED FUNDS SPECIFIED IN THE NOTICE ARE THEREAFTER FORFEITED 709
AND BECOME THE PROPERTY OF THE ASSOCIATION.
(I) IT MAY MAKE DONATIONS FOR CHARITABLE, SCIENTIFIC, 711
EDUCATIONAL, COMMUNITY DEVELOPMENT, OR RELIGIOUS PURPOSES, AND 712
MAY USE ALL OR PART OF THE FUNDS FORFEITED TO THE ASSOCIATION 713
UNDER DIVISION (H) FOR THESE PURPOSES. 714
(J) It may do everything necessary, suitable, or proper 716
for the accomplishment of any of the purposes enumerated in this 717
section, or conducive to or expedient for the interest or benefit 719
of the association, and may contract accordingly. In addition it 720
may exercise and possess all powers, rights, and privileges 721
necessary or incidental to the purposes for which the association 722
is organized or to the activities in which it is engaged, and
also any other powers, rights, and privileges granted to ordinary 724
corporations by the laws of this state, except such as are 726
inconsistent with the express provisions of sections 1729.01 to 727
1729.27, inclusive, of the Revised Code, it may do any such thing 729
anywhere THIS CHAPTER.
Sec. 1729.04. (A) THE NAME OF ANY ASSOCIATION ORGANIZED 731
UNDER THIS CHAPTER SHALL INCLUDE THE WORD OR ABBREVIATION 732
"COOPERATIVE," "COOP," "CO-OPERATIVE," "CO-OP," "ASSOCIATION," 734
"ASSN.," "COMPANY," "CO.," "INCORPORATED," "INC.," "CORPORATION," 735
OR "CORP."
(B) NO CORPORATION, ASSOCIATION, OR OTHER PERSON ORGANIZED 737
OR APPLYING TO DO BUSINESS IN THIS STATE SHALL USE THE WORD OR 738
ABBREVIATION "COOPERATIVE," "COOP," "CO-OPERATIVE," OR "CO-OP" AS 740
A PART OF ITS CORPORATE OR OTHER BUSINESS NAME OR TITLE, UNLESS 741
AT LEAST ONE OF THE FOLLOWING APPLIES: 742
(1) IT HAS COMPLIED WITH THIS CHAPTER. 744
(2) IT IS ORGANIZED AND OPERATING ON A COOPERATIVE BASIS 747
UNDER CHAPTER 1702. OF THE REVISED CODE. 748
(3) IT IS ORGANIZED AND OPERATING IN ACCORDANCE WITH THE 751
17
COOPERATIVE LAWS OF ANOTHER STATE, THE DISTRICT OF COLUMBIA, OR 752
THE UNITED STATES. 753
Sec. 1729.05 1729.06. Five (A) TWO or more persons, a 764
majority of whom are residents of this state and engaged in the 765
production of agricultural products, INDIVIDUALS may form a 766
nonprofit co-operative AN association, with or without capital 767
stock, under sections 1729.01 to 1729.27, inclusive, of the 769
Revised Code UNDER THIS CHAPTER. 770
(B)(1) EVERY ASSOCIATION SHALL HAVE AND MAINTAIN A 773
STATUTORY AGENT UPON WHOM ANY PROCESS, NOTICE, OR DEMAND AGAINST 774
THE ASSOCIATION MAY BE SERVED. THE AGENT MAY BE A NATURAL PERSON 775
WHO IS A RESIDENT OF THIS STATE OR A CORPORATION THAT IS 776
AUTHORIZED BY ITS ARTICLES OF INCORPORATION TO ACT AS SUCH AGENT 777
AND HAS A BUSINESS ADDRESS IN THIS STATE. 778
(2) WHENEVER APPOINTMENT OR DESIGNATION OF A STATUTORY 780
AGENT IS REQUIRED BY THIS CHAPTER, THE APPOINTMENT OR DESIGNATION 782
SHALL BE ON A FORM PRESCRIBED BY THE SECRETARY OF STATE AND SHALL 783
CONFORM WITH SECTION 1702.06 OF THE REVISED CODE. 784
Sec. 1729.07. (A) THE ARTICLES OF INCORPORATION OF AN 786
ASSOCIATION SHALL SET FORTH ALL OF THE FOLLOWING: 787
(1) THE NAME OF THE ASSOCIATION; 789
(2) THE ASSOCIATION'S PURPOSES, AS PERMITTED BY THIS 791
CHAPTER. IT IS SUFFICIENT TO STATE IN THE ARTICLES THAT THE 793
ASSOCIATION MAY ENGAGE IN ANY ACTIVITY WITHIN THE PURPOSES FOR 794
WHICH ASSOCIATIONS MAY BE ORGANIZED UNDER THIS CHAPTER.
(3) THE COUNTY AND MUNICIPAL CORPORATION OR TOWNSHIP WHERE 796
THE ASSOCIATION'S PRINCIPAL PLACE OF BUSINESS WILL BE LOCATED; 797
(4) THE NAMES AND ADDRESSES OF THE INCORPORATORS; 799
(5) THE NUMBER OF ITS DIRECTORS OR A STATEMENT THAT THE 801
NUMBER OF DIRECTORS SHALL BE AS SPECIFIED IN THE BYLAWS; 802
(6) THE NAMES AND ADDRESSES OF THOSE WHO ARE TO SERVE AS 804
DIRECTORS UNTIL THE FIRST ANNUAL MEETING OR UNTIL THE ELECTION 805
AND QUALIFICATION OF THEIR SUCCESSORS; 806
(7) WHETHER THE ASSOCIATION IS ORGANIZED WITH OR WITHOUT 808
18
CAPITAL STOCK.
(a) IF THE ASSOCIATION IS ORGANIZED WITHOUT CAPITAL STOCK, 810
THE ARTICLES SHALL SET FORTH THE GENERAL RULES BY WHICH THE 811
PROPERTY RIGHTS AND INTERESTS OF EACH MEMBER ARE TO BE 812
DETERMINED.
(b) IF THE ASSOCIATION IS ORGANIZED WITH CAPITAL STOCK, 814
THE TOTAL AMOUNT OF THE STOCK, THE NUMBER AND PAR VALUE OF THE 815
SHARES, AND DIVIDEND RIGHTS, IF ANY. IF THERE IS MORE THAN ONE 816
CLASS OF STOCK, THE ARTICLES SHALL SET FORTH A STATEMENT OF THE 817
NUMBER OF SHARES IN EACH CLASS AND A STATEMENT OF THE 818
DESIGNATIONS, PREFERENCES, RIGHTS, AND LIMITATIONS OF THE SHARES
IN EACH CLASS. 819
(B) THE ARTICLES MAY INCLUDE ADDITIONAL PROVISIONS, 821
CONSISTENT WITH LAW, INCLUDING PROVISIONS THAT ARE REQUIRED OR 822
PERMITTED TO BE SET FORTH IN THE BYLAWS. 823
(C) THE ARTICLES SHALL BE SIGNED BY THE INCORPORATORS AND 825
FILED WITH THE SECRETARY OF STATE IN ACCORDANCE WITH SECTION 826
1729.12 OF THE REVISED CODE. THE ARTICLES SHALL BE ACCOMPANIED 827
BY THE APPOINTMENT OF A STATUTORY AGENT IN ACCORDANCE WITH 828
DIVISION (B) OF SECTION 1729.06 OF THE REVISED CODE. THE LEGAL
EXISTENCE OF AN ASSOCIATION BEGINS UPON THE FILING OF THE 830
ARTICLES AND, UNLESS THE ARTICLES PROVIDE OTHERWISE, ITS PERIOD 831
OF EXISTENCE IS PERPETUAL.
Sec. 1729.07 1729.08. (A) The articles of incorporation 841
of an association may be altered or amended at any regular 842
meeting of the association or at any special meeting called for 843
that purpose, PROVIDED THAT THE TEXT OF THE PROPOSED CHANGE, OR A 844
GENERAL DESCRIPTION OF THE CHANGE, IS CONTAINED IN THE NOTICE OF
THE MEETING. An amendment must SHALL first be approved by two 846
thirds of the directors and must SHALL then be adopted by a AN 847
AFFIRMATIVE vote representing a majority of all the members of 850
the association OF SIXTY PER CENT OF THE MEMBER VOTES CAST ON THE 851
AMENDMENT OR, IF THE ARTICLES PROVIDE OR PERMIT, BY THE 852
AFFIRMATIVE VOTE OF A GREATER MAJORITY OR BY THE AFFIRMATIVE VOTE 853
19
OF A SIMPLE MAJORITY OF ALL MEMBER VOTES ELIGIBLE TO BE CAST ON 854
THE AMENDMENT. Amendments 855
(B) AMENDMENTS to the articles of incorporation, when so 858
adopted, shall be filed in accordance with sections 1701.01 to 859
1702.58, inclusive, SECTION 1729.12 of the Revised Code. 860
(C) THE BOARD OF AN ASSOCIATION MAY ADOPT A RESTATEMENT OF 863
THE ARTICLES THAT INCORPORATES AMENDMENTS PREVIOUSLY APPROVED BY 864
THE BOARD AND ADOPTED BY THE MEMBERS. AN ASSOCIATION MAY, BY 865
ACTION TAKEN IN THE MANNER REQUIRED FOR AN AMENDMENT, ADOPT 866
RESTATED ARTICLES THAT CONTAIN AMENDMENTS MADE AT THE TIME OF THE 867
RESTATEMENT. RESTATED ARTICLES SHALL STATE THAT THEY ARE 868
RESTATED, OR RESTATED AND AMENDED, IF AMENDMENTS ARE ADOPTED WITH 869
THE RESTATEMENT, AND SHALL SUPERSEDE THE EXISTING ARTICLES AND
AMENDMENTS. RESTATED ARTICLES SHALL MEET THE REQUIREMENTS OF 870
SECTION 1729.07 OF THE REVISED CODE, EXCEPT THAT THE NAMES AND 871
ADDRESSES OF THE INCORPORATORS AND INITIAL DIRECTORS MAY BE 872
OMITTED. A RESTATEMENT OF THE ARTICLES SHALL BE FILED IN THE
MANNER PRESCRIBED FOR AN AMENDMENT OF THE ARTICLES. 873
(D) EXCEPT AS PROVIDED IN THE ARTICLES OF INCORPORATION, 876
THE BOARD MAY ADOPT AN AMENDMENT TO THE ARTICLES OF INCORPORATION 877
WITHOUT A MEMBER VOTE IN ANY OF THE FOLLOWING CASES: 878
(1) TO CHANGE THE PRINCIPAL PLACE OF BUSINESS OF THE 880
ASSOCIATION; 881
(2) TO DESIGNATE AND DETERMINE THE RIGHTS AND RESTRICTIONS 883
OF A SERIES WITHIN A CLASS OF CAPITAL STOCK, IF PERMITTED BY THE 884
ARTICLES; 885
(3) TO REDUCE THE AUTHORIZED NUMBER OF SHARES OF ANY CLASS 887
OR SERIES OF CAPITAL STOCK TO ANY NUMBER DOWN TO AND INCLUDING 888
THE NUMBER OF THE SHARES ISSUED AND OUTSTANDING, AND TO ASSIGN 889
THE AUTHORIZATION FOR THE NUMBER OF SHARES SO REDUCED TO ANOTHER 890
CLASS OR CLASSES OF CAPITAL STOCK PREVIOUSLY AUTHORIZED; 891
(4) AFTER A MERGER, CONSOLIDATION, CONVERSION, DIVISION, 893
OR OCCURRENCE OF ANY OTHER CONTINGENT EVENT REFERRED TO IN THE 894
ARTICLES OF INCORPORATION, TO ELIMINATE FROM THE ARTICLES ANY 895
20
STATEMENT OR PROVISION PERTAINING EXCLUSIVELY TO THE MERGER, 896
CONSOLIDATION, CONVERSION, DIVISION, OR OCCURRENCE, AND TO MAKE 897
OTHER CHANGES REQUIRED BY SUCH ELIMINATION. 898
Sec. 1729.09. (A)(1) UNLESS THE BOARD PROVIDES THAT 901
DIVISION (A)(3) OF THIS SECTION APPLIES TO AN AMENDMENT TO THE 902
ARTICLES OF INCORPORATION, A HOLDER OF STOCK OTHER THAN
MEMBERSHIP STOCK OR PATRONAGE STOCK WHO IS AFFECTED BY A PROPOSED 904
AMENDMENT TO THE ARTICLES SHALL BE ENTITLED TO CAST ONE VOTE ON 906
THE AMENDMENT REGARDLESS OF THE PAR OR STATED VALUE OF THE STOCK, 907
THE NUMBER OF SHARES, OR THE NUMBER OF AFFECTED CLASSES OF STOCK 909
HELD.
(2) A MEMBER HOLDING STOCK AFFECTED BY A PROPOSED 911
AMENDMENT MAY VOTE ONLY AS A MEMBER AND SHALL NOT BE ENTITLED TO 912
VOTE OR DEMAND FAIR CASH VALUE AS AN AFFECTED STOCKHOLDER. 913
(3) THE BOARD MAY PROVIDE THAT A STOCKHOLDER OTHERWISE 915
ENTITLED TO VOTE UNDER DIVISION (A)(1) OF THIS SECTION SHALL 916
INSTEAD BE ENTITLED TO PAYMENT OF FAIR CASH VALUE OF THE AFFECTED 917
STOCK HELD BY SUCH STOCKHOLDER IN ACCORDANCE WITH SECTION 1729.46 919
OF THE REVISED CODE.
(B) FOR PURPOSES OF THIS SECTION, A HOLDER OF STOCK IS 921
AFFECTED AS TO ANY CLASS OF STOCK OWNED BY THE HOLDER ONLY IF AN 922
AMENDMENT WOULD EXPRESSLY DO ANY OF THE FOLLOWING: 923
(1) DECREASE THE DIVIDENDS TO WHICH THAT CLASS MAY BE 925
ENTITLED OR CHANGE THE METHOD BY WHICH THE DIVIDEND RATE ON THAT 926
CLASS IS FIXED;
(2) FURTHER RESTRICT RIGHTS TO TRANSFER THAT CLASS; 928
(3) GIVE TO ANOTHER EXISTING OR ANY NEW CLASS OF STOCK OR 930
EQUITY INTEREST NOT PREVIOUSLY ENTITLED THERETO ANY PREFERENCE, 931
AS TO DIVIDENDS OR UPON DISSOLUTION, THAT IS HIGHER THAN 932
PREFERENCES OF THAT CLASS;
(4) CHANGE THE PAR VALUE OF SHARES OF THAT CLASS OR OF ANY 934
OTHER CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO DIVIDENDS 935
OR UPON DISSOLUTION;
(5) INCREASE THE NUMBER OF AUTHORIZED SHARES OF ANY CLASS 937
21
HAVING A HIGHER PREFERENCE AS TO DIVIDENDS OR UPON DISSOLUTION; 938
(6) REQUIRE OR PERMIT AN EXCHANGE OF SHARES OF ANY CLASS 940
WITH LOWER PREFERENCES AS TO DIVIDENDS OR UPON DISSOLUTION FOR 941
SHARES OF ANY OTHER CLASS WITH HIGHER PREFERENCES. 942
(C) IF ANY PROPOSED AMENDMENT WILL ALTER OR CHANGE THE 944
POWERS, PREFERENCES, OR SPECIAL RIGHTS OF ONE OR MORE SERIES OF 945
ANY CLASS SO AS TO AFFECT THEM ADVERSELY, BUT SHALL NOT SO AFFECT 946
THE ENTIRE CLASS, THEN ONLY THE SHARES OF THE SERIES SO AFFECTED 947
BY THE AMENDMENT SHALL BE CONSIDERED A SEPARATE CLASS FOR THE 948
PURPOSES OF DIVISION (B) OF THIS SECTION.
(D) IF STOCKHOLDERS ARE ENTITLED TO VOTE ON AN AMENDMENT, 950
THE AMENDMENT IS ADOPTED ONLY IF ALL OF THE FOLLOWING CONDITIONS 951
ARE MET:
(1) NOTICE OF THE MEETING, AN EXACT COPY OF THE PROPOSED 953
AMENDMENT, AND A BALLOT ON THE AMENDMENT HAVE BEEN SENT TO EACH 954
AFFECTED STOCKHOLDER;
(2) APPROVAL BY THE MEMBERS UNDER SECTION 1729.08 OF THE 956
REVISED CODE;
(3) APPROVAL BY A SIMPLE MAJORITY OF THE AFFECTED 958
STOCKHOLDERS PRESENT AND VOTING AT A MEETING OF THE STOCKHOLDERS. 959
(E) THIS SECTION DOES NOT APPLY TO STOCK ISSUED PRIOR TO 961
THE EFFECTIVE DATE OF THIS SECTION, UNLESS THE ASSOCIATION ADOPTS 962
AN AMENDMENT TO ITS ARTICLES OF INCORPORATION MAKING THE STOCK 964
SUBJECT TO THIS SECTION. AS TO SUCH STOCK, AN AMENDMENT SHALL 965
FIRST BE APPROVED BY TWO-THIRDS OF THE DIRECTORS AND SHALL THEN 966
BE ADOPTED BY A VOTE REPRESENTING A MAJORITY OF ALL THE MEMBERS 967
OF THE ASSOCIATION.
Sec. 1729.10. (A) A COPY OF THE ASSOCIATION'S ARTICLES OF 969
INCORPORATION OR AMENDED ARTICLES FILED IN THE OFFICE OF THE 970
SECRETARY OF STATE, AND CERTIFIED BY THE SECRETARY OF STATE, IS 971
CONCLUSIVE EVIDENCE, EXCEPT AS AGAINST THE STATE, THAT THE 972
ASSOCIATION HAS BEEN INCORPORATED UNDER THE LAWS OF THIS STATE; 973
AND A COPY CERTIFIED BY THE SECRETARY OF STATE OF ANY CERTIFICATE 974
OF AMENDMENT OR OTHER CERTIFICATE IS PRIMA-FACIE EVIDENCE OF SUCH
22
AMENDMENT OR OF THE FACTS STATED IN THE CERTIFICATE, AND OF THE 975
OBSERVANCE AND PERFORMANCE OF ALL ANTECEDENT CONDITIONS NECESSARY 976
TO THE ACTION THAT THE CERTIFICATE PURPORTS TO EVIDENCE. 977
(B) A COPY OF AMENDED ARTICLES FILED IN THE OFFICE OF THE 979
SECRETARY OF STATE, AND CERTIFIED BY THE SECRETARY OF STATE, 980
SHALL BE ACCEPTED IN THIS STATE AND OTHER JURISDICTIONS IN LIEU 981
OF THE ORIGINAL ARTICLES, AMENDMENTS TO THE ARTICLES, AND PRIOR 982
AMENDED ARTICLES.
(C) THE ORIGINAL OR A COPY OF THE RECORD OF MINUTES OF THE 984
PROCEEDINGS OF THE INCORPORATORS OF AN ASSOCIATION, OR OF THE 985
PROCEEDINGS OR MEETINGS OF THE MEMBERS OR ANY CLASS OF 986
STOCKHOLDERS, OR OF THE DIRECTORS, OR OF ANY COMMITTEE THEREOF, 987
INCLUDING ANY WRITTEN CONSENT, WAIVER, RELEASE, OR AGREEMENT 988
ENTERED IN SUCH RECORD OR MINUTES, OR THE ORIGINAL OR A COPY OF A
STATEMENT THAT NO SPECIFIED PROCEEDING WAS HAD OR THAT NO 989
SPECIFIED CONSENT, WAIVER, RELEASE, OR AGREEMENT EXISTS, SHALL, 990
WHEN CERTIFIED TO BE TRUE BY THE SECRETARY OR AN ASSISTANT 991
SECRETARY OF AN ASSOCIATION, BE RECEIVED IN THE COURTS AS 992
PRIMA-FACIE EVIDENCE OF THE FACTS STATED THEREIN. EVERY MEETING
REFERRED TO IN THE CERTIFIED ORIGINAL OR COPY IS CONSIDERED DULY 993
CALLED AND HELD, AND ALL MOTIONS AND RESOLUTIONS ADOPTED AND 995
PROCEEDINGS HAD AT THE MEETING ARE CONSIDERED DULY ADOPTED AND 996
HAD, AND ALL ELECTIONS OF DIRECTORS AND ALL ELECTIONS OR 998
APPOINTMENTS OF OFFICERS CHOSEN AT THE MEETING ARE CONSIDERED
VALID, UNTIL THE CONTRARY IS PROVED; AND WHENEVER A PERSON WHO IS 1,000
NOT A MEMBER, PATRON, OR STOCKHOLDER OF AN ASSOCIATION HAS ACTED 1,001
IN GOOD FAITH IN RELIANCE UPON ANY SUCH CERTIFIED ORIGINAL OR 1,002
COPY, IT IS CONCLUSIVE IN THAT PERSON'S FAVOR.
Sec. 1729.11. (A) AN ASSOCIATION WHOSE ARTICLES OF 1,004
INCORPORATION HAVE BEEN CANCELED OR AN ASSOCIATION THAT HAS BEEN 1,005
DISSOLVED IN A MANNER OTHER THAN FOR A VOLUNTARY DISSOLUTION AS 1,006
PROVIDED IN SECTION 1729.55 OF THE REVISED CODE, OR A JUDICIAL 1,007
DISSOLUTION AS PROVIDED IN SECTION 1729.61 OF THE REVISED CODE,
MAY BE REINSTATED BY FILING, ON A FORM PRESCRIBED BY THE 1,008
23
SECRETARY OF STATE, AN APPLICATION FOR REINSTATEMENT AND THE 1,009
REQUIRED APPOINTMENT OF A STATUTORY AGENT, AND BY PAYING A FILING 1,010
FEE OF TEN DOLLARS.
(B) UPON REINSTATEMENT OF AN ASSOCIATION'S ARTICLES OF 1,012
INCORPORATION, THE RIGHTS, PRIVILEGES, AND FRANCHISES, INCLUDING 1,013
ALL REAL OR PERSONAL PROPERTY RIGHTS AND CREDITS AND ALL CONTRACT 1,014
AND OTHER RIGHTS, OF THE ASSOCIATION EXISTING AT THE TIME THAT 1,015
ITS ARTICLES WERE CANCELED OR THE DISSOLUTION BECAME EFFECTIVE 1,016
SHALL BE CONTINUED IN EFFECT AS IF THE ARTICLES HAD NOT BEEN 1,017
CANCELED OR THE DISSOLUTION HAD NOT OCCURRED; AND THE ASSOCIATION
SHALL AGAIN BE ENTITLED TO EXERCISE THE RIGHTS, PRIVILEGES, AND 1,018
FRANCHISES AUTHORIZED BY ITS ARTICLES. 1,019
Sec. 1729.12. (A) FOR FILING ARTICLES OF INCORPORATION OR 1,021
A CERTIFICATE OF AMENDMENT OF ARTICLES OR A CERTIFICATE OF 1,023
MERGER, CONSOLIDATION, DIVISION, OR DISSOLUTION, AND WITH RESPECT 1,024
TO THE ISSUANCE OF SHARES OF STOCK, AN ASSOCIATION ORGANIZED 1,025
UNDER THIS CHAPTER SHALL PAY TO THE SECRETARY OF STATE THE FEES 1,026
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 1,027
A CERTIFICATE OF MERGER OR CONSOLIDATION. 1,028
(B) WHEN THE ARTICLES OF INCORPORATION, OR A CERTIFICATE 1,031
OF AMENDMENT OF ARTICLES, OR A CERTIFICATE OF MERGER,
CONSOLIDATION, CONVERSION, DIVISION, OR DISSOLUTION IS FILED WITH 1,032
THE SECRETARY OF STATE, THE SECRETARY OF STATE SHALL, IF THE 1,034
ARTICLES OR CERTIFICATE COMPLIES WITH THIS CHAPTER, ENDORSE 1,035
APPROVAL THEREON, THE DATE OF FILING, A FILE NUMBER, AND MAKE A 1,036
LEGIBLE COPY THEREOF BY ANY AUTHORIZED METHOD. THE ORIGINAL OR A 1,037
COPY OF THE ARTICLES OR CERTIFICATE, CERTIFIED BY THE SECRETARY 1,038
OF STATE, SHALL BE RETURNED TO THE PERSON FILING THE ARTICLES OR 1,039
CERTIFICATE.
(C) ALL PERSONS SHALL HAVE THE OPPORTUNITY TO ACQUIRE A 1,041
COPY OF THE ARTICLES AND OTHER CERTIFICATES FILED AND RECORDED IN 1,042
THE OFFICE OF THE SECRETARY OF STATE, BUT NO PERSON DEALING WITH 1,043
THE ASSOCIATION SHALL BE CHARGED WITH CONSTRUCTIVE NOTICE OF THE 1,044
24
CONTENTS OF ANY SUCH ARTICLES OR CERTIFICATES BY REASON OF THE 1,045
FILING OR RECORDING.
Sec. 1729.13. (A) AN ASSOCIATION MAY PAY DIVIDENDS 1,047
ANNUALLY ON ITS CAPITAL STOCK. ALL ITS OTHER NET INCOME FROM 1,048
BUSINESS WITH OR FOR MEMBERS AND OTHER ELIGIBLE PATRONS, LESS 1,049
RESERVES WHICH SHALL BE PROVIDED FOR IN THE BYLAWS OR OTHER 1,050
WRITTEN AGREEMENTS, SHALL BE DISTRIBUTED TO ITS MEMBERS AND OTHER 1,051
ELIGIBLE PATRONS ON THE BASIS OF PATRONAGE AS PROVIDED IN THE
BYLAWS OR OTHER WRITTEN AGREEMENTS. ANY RECEIPTS OR DIVIDENDS 1,052
FROM SUBSIDIARY CORPORATIONS, OR FROM STOCK OR OTHER SECURITIES 1,053
OWNED BY THE ASSOCIATION, MAY BE INCLUDED IN THE ORDINARY 1,054
RECEIPTS OF THE ASSOCIATION, AND MAY BE DISTRIBUTED ACCORDINGLY. 1,055
(B) AN ASSOCIATION, AT ANY TIME, MAY PURCHASE ITS OWN 1,057
COMMON STOCK AT PAR OR BOOK VALUE AS DETERMINED BY THE BOARD. 1,058
(C) AN ASSOCIATION SHALL HAVE A CONTINUED PERFECTED 1,061
SECURITY INTEREST IN ITS MEMBERSHIP STOCK AND PATRONAGE STOCK TO 1,062
SECURE PAYMENT OF ANY INDEBTEDNESS OR OTHER OBLIGATION OF THE 1,063
HOLDER OR OWNER TO THE ASSOCIATION. NOTWITHSTANDING CHAPTERS 1,065
1308. AND 1309. OF THE REVISED CODE, THE SECURITY INTEREST SHALL 1,068
HAVE PRIORITY OVER ALL OTHER PERFECTED SECURITY INTERESTS.
UNLESS OTHERWISE PROVIDED IN THE ASSOCIATION'S ARTICLES OF 1,069
INCORPORATION OR BYLAWS, OR BY CONTRACT, A MEMBER OR OTHER PATRON 1,071
HAS NO RIGHT TO COMPEL AN ASSOCIATION TO OFFSET ITS MEMBERSHIP 1,072
STOCK OR PATRONAGE STOCK AGAINST ANY INDEBTEDNESS OR OBLIGATION 1,073
OWED TO THE ASSOCIATION.
Sec. 1729.14. EACH ASSOCIATION SHALL ADOPT FOR ITS 1,075
GOVERNANCE AND MANAGEMENT, BYLAWS THAT ARE CONSISTENT WITH THE 1,076
POWERS GRANTED BY THIS CHAPTER AND THE ARTICLES OF INCORPORATION 1,077
OF THE ASSOCIATION. THE BYLAWS MAY PROVIDE FOR ANY OF THE 1,078
FOLLOWING: 1,079
(A) THE TIME, PLACE, AND MANNER OF CALLING AND CONDUCTING 1,081
THE ASSOCIATION'S MEETINGS; 1,082
(B) THE NUMBER OF MEMBERS CONSTITUTING A QUORUM. IF 1,084
VOTING BY ANY METHOD OTHER THAN PERSONAL APPEARANCE IS USED, 1,085
25
MEMBERS REPRESENTED BY A BALLOT OR BY PROXY MAY BE COUNTED IN 1,086
COMPUTING A QUORUM ONLY ON THOSE MATTERS FOR WHICH THE BALLOTS OR 1,087
PROXIES WERE SUBMITTED.
(C) THE RIGHT OF MEMBERS TO VOTE BY PROXY OR BY BALLOT 1,089
DELIVERED IN PERSON, BY MAIL, BY ELECTRONIC OR TELEPHONIC 1,090
TRANSMITTAL, OR ANY COMBINATION OF THESE, AND THE CONDITIONS, 1,091
MANNER, FORM, AND EFFECT OF SUCH VOTES; 1,092
(D) SUBJECT TO THE PROVISIONS OF SECTION 1729.17 OF THE 1,094
REVISED CODE, A METHOD OF VOTING BY MEMBERS OR DELEGATES, AND ANY 1,095
LIMITATIONS ON VOTING RIGHTS OF ANY GROUP OR CLASS OF MEMBERS OR 1,096
DELEGATES;
(E) THE NUMBER OF DIRECTORS CONSTITUTING A QUORUM; 1,098
(F) THE NUMBER, QUALIFICATIONS, COMPENSATION, DUTIES, AND 1,100
TERMS OF OFFICE OF DIRECTORS AND OFFICERS, AND THE TIME OF THEIR 1,101
ELECTION AND THE MANNER OF GIVING NOTICE OF THE ELECTION; 1,102
(G) PENALTIES FOR VIOLATION OF THE BYLAWS; 1,104
(H) THE AMOUNTS OF ENTRANCE, ORGANIZATION, AND MEMBERSHIP 1,106
FEES, IF ANY; THE MANNER OF COLLECTING THEM; AND THE PURPOSES FOR 1,107
WHICH THEY MAY BE USED; 1,108
(I) ANY AMOUNT THAT EACH MEMBER IS REQUIRED TO PAY 1,110
ANNUALLY OR FROM TIME TO TIME TO CARRY ON THE BUSINESS OF THE 1,111
ASSOCIATION; ANY CHARGE TO BE PAID BY EACH MEMBER FOR SERVICES 1,112
RENDERED BY THE ASSOCIATION, AND THE TIME OF PAYMENT AND THE 1,113
MANNER OF COLLECTION OF SUCH CHARGE; AND ANY MARKETING CONTRACT 1,114
BETWEEN THE ASSOCIATION AND ITS MEMBERS THAT EVERY MEMBER MAY BE
REQUIRED TO SIGN; 1,115
(J) THE NUMBER AND QUALIFICATIONS OF MEMBERS OF THE 1,117
ASSOCIATION AND THE CONDITIONS OF MEMBERSHIP OR FOR OWNERSHIP OF 1,118
MEMBERSHIP STOCK IN THE ASSOCIATION; 1,119
(K) THE TIME AND MANNER OF PERMITTING MEMBERS TO WITHDRAW 1,121
OR THE HOLDERS OF MEMBERSHIP STOCK TO TRANSFER THEIR STOCK; AND 1,122
THE MANNER OF ASSIGNMENT AND TRANSFER OF MEMBERSHIP STOCK; 1,124
(L) THE CONDITIONS UPON WHICH, AND THE TIME WHEN, THE 1,126
MEMBERSHIP OF ANY MEMBER CEASES; AND THE SUSPENSION OF THE RIGHTS 1,127
26
OF A MEMBER WHO CEASES TO BE ELIGIBLE FOR MEMBERSHIP IN THE 1,128
ASSOCIATION;
(M) THE MANNER AND EFFECT OF THE EXPULSION OF A MEMBER; 1,130
(N) IN THE EVENT OF THE DEATH OR WITHDRAWAL OF A MEMBER OR 1,132
UPON THE EXPULSION OF A MEMBER OR THE FORFEITURE OF MEMBERSHIP, 1,134
ANY OF THE FOLLOWING:
(1) THE MANNER OF DETERMINING THE VALUE OF A MEMBER'S 1,136
INTEREST;
(2) PROVISION FOR THE PURCHASE OF A MEMBER'S INTEREST BY 1,138
THE ASSOCIATION;
(3) AT THE OPTION OF THE ASSOCIATION, PROVISION FOR SUCH 1,140
PURCHASE AT A PRICE FIXED BY APPRAISAL BY THE BOARD OF DIRECTORS 1,141
OF THE ASSOCIATION.
(O) ANY OTHER PROVISION FOR ANY MATTER RELATIVE TO THE 1,143
CONTROL, REGULATION, OPERATION, MANAGEMENT, OR GOVERNMENT OF THE 1,144
ASSOCIATION.
Sec. 1729.16. (A) THE INITIAL BYLAWS MAY BE ADOPTED BY 1,146
THE ASSOCIATION'S DIRECTORS WHO ARE TO SERVE UNTIL THE FIRST 1,147
ANNUAL MEETING. AFTER THE INITIAL BYLAWS ARE ADOPTED, BYLAWS MAY 1,149
BE ADOPTED AND AMENDED ONLY BY THE MEMBERS UNLESS THE MEMBERS 1,150
ADOPT A BYLAW THAT PERMITS THE BOARD TO MAKE AND AMEND SPECIFIED 1,151
BYLAWS.
(B) ANY BYLAW ADOPTED OR AMENDED BY THE BOARD SHALL BE 1,153
REPORTED AT THE NEXT REGULAR MEMBER MEETING. ANY SUCH BYLAW IS 1,154
SUBJECT TO AMENDMENT OR REPEAL BY THE MEMBERS AT ANY TIME. 1,155
(C) UNLESS THE BYLAWS PROVIDE OTHERWISE, ANY BYLAW MAY BE 1,157
ADOPTED, AMENDED, OR REPEALED BY A MAJORITY OF THE MEMBER VOTES 1,158
CAST ON THE ADOPTION, AMENDMENT, OR REPEAL. 1,159
Sec. 1729.17. (A) EACH MEMBER ENTITLED TO VOTE SHALL HAVE 1,161
ONE VOTE, EXCEPT THAT THE ARTICLES OR BYLAWS OF THE ASSOCIATION 1,162
MAY PERMIT THE FOLLOWING: 1,163
(1) VOTING BY MEMBERS IN ACCORDANCE WITH THE AMOUNT OF 1,165
BUSINESS DONE WITH OR THROUGH THE ASSOCIATION. 1,166
(2) VOTING BY DELEGATES, INCLUDING A VOTING SYSTEM THAT 1,168
27
PROVIDES ANY ONE OR A COMBINATION OF THE FOLLOWING: 1,169
(a) THAT A DELEGATE MAY CAST ONLY ONE VOTE; 1,171
(b) THAT A DELEGATE MAY CAST ONE VOTE FOR EACH MEMBER 1,173
REPRESENTED BY THE DELEGATE; 1,174
(c) THAT ANOTHER FORM OF DELEGATE VOTING MAY BE USED. 1,176
(3) VOTING BY DELEGATES OR CERTAIN MEMBERS ON MATTERS THAT 1,178
ARE TO BE SUBMITTED TO A MEMBER VOTE. 1,179
(4) VOTING BY ANY COMBINATION OF THE METHODS SET FORTH IN 1,181
DIVISION (A)(1), (2), OR (3) OF THIS SECTION OR ANY OTHER METHOD 1,183
OF VOTING SET FORTH IN THE BYLAWS, PROVIDED THE ASSOCIATION IS
CONTROLLED BY THE MEMBERS. 1,184
(B) IF THE ARTICLES OR BYLAWS PROVIDE THAT ONLY DELEGATES 1,186
OR CERTAIN MEMBERS ARE ENTITLED TO VOTE ON MATTERS TO BE 1,187
SUBMITTED TO A MEMBER VOTE, "MEMBER" OR "MEMBERS," AS USED IN 1,188
THIS CHAPTER WITH RESPECT TO THE RIGHT OF A MEMBER TO VOTE, 1,189
VOTING PROCEDURE, THE REQUIRED PROPORTION OF MEMBER VOTES, 1,190
ACTIONS THAT ARE REQUIRED OR PERMITTED TO BE TAKEN BY MEMBERS,
AND THE NUMBER OF MEMBERS REQUIRED FOR A QUORUM, MEANS THE 1,191
DELEGATES OR OTHER MEMBERS ENTITLED TO VOTE. WHERE VOTING IS 1,192
BASED ON THE AMOUNT OF BUSINESS DONE, PROVISIONS OF THIS CHAPTER 1,193
REQUIRING A VOTE OF THE MEMBERS ARE MET IF THE REQUIRED 1,194
MEMBERSHIP VOTE IS SATISFIED BASED ON THE VOTING POWER OF THE 1,195
MEMBERS.
Sec. 1729.18. (A) AN ASSOCIATION SHALL HAVE TWO OR MORE 1,197
MEMBERS. HOWEVER, AN ASSOCIATION MAY HAVE ONE MEMBER IF THAT 1,198
MEMBER IS AN ASSOCIATION THAT HAS TWO OR MORE MEMBERS. 1,199
(B) EACH ASSOCIATION SHALL HOLD AN ANNUAL MEETING OF ITS 1,201
MEMBERS. THE BOARD MAY CALL A SPECIAL MEETING OF THE MEMBERS AT 1,203
ANY TIME. ANY MEETING OF THE MEMBERS MAY BE HELD AT ONE TIME OR
IN A SERIES OF MEETINGS AT ONE OR MORE LOCATIONS. 1,204
(C) TWENTY PER CENT OF THE MEMBERS ENTITLED TO VOTE MAY 1,206
FILE WITH THE BOARD A PETITION STATING THE SPECIFIC BUSINESS TO 1,207
BE BROUGHT BEFORE THE ASSOCIATION AND DEMANDING A SPECIAL MEETING 1,208
AT ANY TIME FOR CONSIDERATION OF SUCH BUSINESS. UPON COMPLIANCE 1,209
28
WITH THIS DIVISION, THE MEETING SHALL BE CALLED BY THE BOARD. 1,210
(D) NOTICE OF EVERY MEETING, TOGETHER WITH A STATEMENT OF 1,212
THE PURPOSE OF THE MEETING, SHALL BE SENT TO EACH MEMBER WHO IS 1,213
ENTITLED TO VOTE AT THE MEETING AND ANY AFFECTED STOCKHOLDER AT 1,215
THE MEMBER'S OR STOCKHOLDER'S CURRENT ADDRESS, AS SHOWN IN THE 1,216
RECORDS OF THE ASSOCIATION, AT LEAST TEN DAYS PRIOR TO THE 1,217
MEETING, IN ACCORDANCE WITH SECTION 1729.20 OF THE REVISED CODE. 1,218
THE BYLAWS MAY PROVIDE THAT THE NOTICE BE GIVEN BY PUBLICATION IN 1,219
A NEWSPAPER OR NEWSPAPERS OF GENERAL CIRCULATION IN THE TRADE 1,221
AREA OF THE ASSOCIATION IF NOTICE TO INDIVIDUAL MEMBERS AND
AFFECTED SHAREHOLDERS IS IMPRACTICABLE. 1,222
Sec. 1729.19. (A) UNLESS PROHIBITED IN AN ASSOCIATION'S 1,224
ARTICLES OF INCORPORATION OR BYLAWS, ANY ACTION THAT MAY BE 1,225
AUTHORIZED OR TAKEN AT A MEETING OF THE MEMBERS, AFFECTED 1,226
STOCKHOLDERS, THE BOARD, OR ANY COMMITTEE OF THE BOARD, MAY BE 1,227
AUTHORIZED OR TAKEN WITHOUT A MEETING, WITH THE AFFIRMATIVE VOTE 1,228
OR APPROVAL OF, AND IN WRITING OR WRITINGS SIGNED BY: 1,229
(1) IN THE CASE OF MEMBERS OR AFFECTED STOCKHOLDERS, SIXTY 1,231
PER CENT OF THE VOTES OF THE MEMBERS OR STOCKHOLDERS WHO WOULD BE 1,232
ENTITLED TO VOTE ON THE ACTION AT A MEETING FOR SUCH PURPOSE; 1,233
(2) IN THE CASE OF THE BOARD OF DIRECTORS OR A COMMITTEE 1,235
OF THE BOARD, ALL OF THE DIRECTORS ON THE BOARD OR ALL OF THE 1,236
COMMITTEE MEMBERS ON THE COMMITTEE. 1,237
(B) ANY SUCH WRITING OR WRITINGS SHALL BE INCLUDED IN THE 1,239
RECORDS OF THE ASSOCIATION IN THE SAME MANNER AS MINUTES OF 1,240
MEETINGS OF THE ASSOCIATION'S MEMBERS, AFFECTED STOCKHOLDERS, 1,241
BOARD, OR COMMITTEE OF THE BOARD. 1,242
(C) ANY CERTIFICATE WITH RESPECT TO THE AUTHORIZATION OR 1,244
TAKING OF ANY ACTION THAT IS REQUIRED TO BE FILED IN THE OFFICE 1,245
OF THE SECRETARY OF STATE SHALL STATE THAT THE AUTHORIZATION OR 1,246
TAKING OF SUCH ACTION WAS IN WRITING OR WRITINGS APPROVED AND 1,247
SIGNED AS PROVIDED IN THIS SECTION.
Sec. 1729.20. (A) WHENEVER NOTICE IS REQUIRED BY THIS 1,249
CHAPTER TO BE GIVEN TO ANY PERSON, THE NOTICE MAY BE GIVEN 1,250
29
PERSONALLY, BY MAIL, OR BY ELECTRONIC OR TELEPHONIC TRANSMITTAL. 1,251
IF MAILED, THE NOTICE IS GIVEN WHEN IT IS DEPOSITED IN THE UNITED 1,252
STATES MAIL, WITH POSTAGE PREPAID, ADDRESSED TO THE PERSON AT THE 1,254
PERSON'S ADDRESS AS IT APPEARS ON THE RECORDS OF THE ASSOCIATION. 1,255
IF NOTICE IS SENT BY ELECTRONIC OR TELEPHONIC TRANSMITTAL, NOTICE 1,256
IS GIVEN WHEN AN ELECTRONIC OR TELEPHONIC CONFIRMATION OF 1,257
DELIVERY IS RECEIVED BY THE ASSOCIATION.
(B) A SIGNED WAIVER IS EQUIVALENT TO PERSONAL NOTICE TO 1,259
THE PERSON SIGNING. THE WAIVER MAY BE SIGNED AT ANY TIME. 1,260
Sec. 1729.22. (A) EXCEPT WHERE THIS CHAPTER OR AN 1,262
ASSOCIATION'S ARTICLES OF INCORPORATION OR BYLAWS REQUIRE THAT 1,263
ACTION BE OTHERWISE AUTHORIZED OR TAKEN, ALL OF THE AUTHORITY OF 1,264
AN ASSOCIATION SHALL BE EXERCISED BY OR UNDER THE DIRECTION OF 1,265
THE BOARD. THE BOARD SHALL CONSIST OF NOT LESS THAN FIVE 1,266
DIRECTORS, ELECTED BY AND FROM THE MEMBERS, UNLESS THE NUMBER OF 1,267
MEMBERS IS LESS THAN FIVE, IN WHICH CASE, THE NUMBER OF DIRECTORS
MAY EQUAL THE NUMBER OF MEMBERS. 1,268
(B) THE BYLAWS MAY PROVIDE THAT THE MEMBERSHIP OF AN 1,270
ASSOCIATION BE DIVIDED INTO DISTRICTS OR OTHER GROUPINGS AND THAT 1,271
THE DIRECTORS SHALL BE ELECTED ACCORDING TO SUCH DISTRICTS OR 1,272
GROUPINGS. IN SUCH CASE, THE BYLAWS SHALL SPECIFY THE NUMBER OF 1,273
DIRECTORS TO BE ELECTED AND THE MANNER OF REAPPORTIONING OR 1,274
REDISTRICTING THE MEMBERSHIP.
(C) THE BYLAWS MAY PROVIDE THAT ONE OR MORE DIRECTORS MAY 1,276
BE APPOINTED BY THE OTHER DIRECTORS. THE APPOINTED DIRECTORS 1,277
NEED NOT BE MEMBERS OF THE ASSOCIATION, BUT SHALL HAVE THE SAME 1,278
POWERS, RIGHTS, AND RESPONSIBILITIES AS OTHER DIRECTORS. THE 1,279
APPOINTED DIRECTORS SHALL NOT NUMBER MORE THAN ONE-FIFTH OF THE 1,280
ENTIRE NUMBER OF DIRECTORS.
(D) THE BYLAWS MAY PROVIDE FOR AN EXECUTIVE COMMITTEE AND 1,282
MAY ALLOT TO THE COMMITTEE ANY OF THE FUNCTIONS AND POWERS OF THE 1,283
BOARD, SUBJECT TO THE GENERAL DIRECTION AND CONTROL OF THE BOARD. 1,285
(E) THE ASSOCIATION MAY PROVIDE A FAIR REMUNERATION FOR 1,287
THE TIME ACTUALLY SPENT BY ITS OFFICERS AND DIRECTORS IN ITS 1,288
30
SERVICE, AND FOR THE SERVICES OF THE MEMBERS OF ITS EXECUTIVE 1,289
COMMITTEE.
(F) WHEN A VACANCY ON THE BOARD OCCURS OTHER THAN BY 1,291
EXPIRATION OF TERM, THE REMAINING DIRECTORS ON THE BOARD, BY A 1,292
MAJORITY VOTE, SHALL ELECT A DIRECTOR TO FILL THE VACANCY. IF 1,294
THE BYLAWS PROVIDE FOR AN ELECTION OF DIRECTORS BY DISTRICT OR 1,295
OTHER GROUPING, THE BOARD MAY CALL A SPECIAL MEETING OF THE 1,296
MEMBERS IN THAT DISTRICT OR GROUP TO FILL THE VACANCY.
Sec. 1729.23. (A) A DIRECTOR SHALL PERFORM THE DUTIES OF 1,299
A DIRECTOR, INCLUDING DUTIES AS A MEMBER OF ANY COMMITTEE OF THE
DIRECTORS UPON WHICH THE DIRECTOR SERVES, IN GOOD FAITH, IN A 1,300
MANNER THE DIRECTOR REASONABLY BELIEVES TO BE IN OR NOT OPPOSED 1,302
TO THE BEST INTERESTS OF THE ASSOCIATION, AND WITH THE CARE THAT 1,303
AN ORDINARILY PRUDENT PERSON IN A LIKE POSITION WOULD USE UNDER 1,304
SIMILAR CIRCUMSTANCES. IN PERFORMING THESE DUTIES, A DIRECTOR IS
ENTITLED TO RELY ON INFORMATION, OPINIONS, REPORTS, OR 1,305
STATEMENTS, INCLUDING FINANCIAL STATEMENTS AND OTHER FINANCIAL 1,306
DATA, THAT ARE PREPARED OR PRESENTED BY ANY OF THE FOLLOWING: 1,307
(1) ONE OR MORE DIRECTORS, OFFICERS, OR EMPLOYEES OF THE 1,309
ASSOCIATION WHOM THE DIRECTOR REASONABLY BELIEVES ARE RELIABLE 1,310
AND COMPETENT IN THE MATTERS PREPARED OR PRESENTED; 1,311
(2) COUNSEL, PUBLIC ACCOUNTANTS, OR OTHER PERSONS AS TO 1,313
MATTERS THAT THE DIRECTOR REASONABLY BELIEVES ARE WITHIN THE 1,314
PERSON'S PROFESSIONAL OR EXPERT COMPETENCE; 1,315
(3) A COMMITTEE OF THE DIRECTORS UPON WHICH THE DIRECTOR 1,317
DOES NOT SERVE, ESTABLISHED IN ACCORDANCE WITH THE ASSOCIATION'S 1,318
ARTICLES OF INCORPORATION OR BYLAWS, AS TO MATTERS WITHIN ITS 1,319
DESIGNATED AUTHORITY, PROVIDED THE DIRECTOR REASONABLY BELIEVES 1,320
THE COMMITTEE MERITS CONFIDENCE.
(B) FOR PURPOSES OF DIVISION (A) OF THIS SECTION: 1,322
(1) A DIRECTOR SHALL NOT BE FOUND TO HAVE FAILED TO 1,324
PERFORM THE DUTIES IN ACCORDANCE WITH DIVISION (A) OF THIS 1,325
SECTION, UNLESS IT IS PROVED, BY CLEAR AND CONVINCING EVIDENCE, 1,326
IN AN ACTION BROUGHT AGAINST THE DIRECTOR THAT THE DIRECTOR HAS 1,327
31
NOT ACTED IN GOOD FAITH, IN A MANNER REASONABLY BELIEVED TO BE IN 1,328
OR NOT OPPOSED TO THE BEST INTERESTS OF THE ASSOCIATION, OR WITH
THE CARE THAT AN ORDINARILY PRUDENT PERSON IN A LIKE POSITION 1,329
WOULD USE UNDER SIMILAR CIRCUMSTANCES. SUCH AN ACTION INCLUDES, 1,330
BUT IS NOT LIMITED TO, AN ACTION THAT INVOLVES OR AFFECTS ANY OF 1,331
THE FOLLOWING:
(a) A CHANGE OR POTENTIAL CHANGE IN CONTROL OF THE 1,333
ASSOCIATION;
(b) A TERMINATION OR POTENTIAL TERMINATION OF THE 1,335
DIRECTOR'S SERVICE TO THE ASSOCIATION AS A DIRECTOR; 1,336
(c) SERVICE IN ANY OTHER POSITION OR RELATIONSHIP WITH THE 1,338
ASSOCIATION. 1,339
(2) A DIRECTOR SHALL NOT BE CONSIDERED TO BE ACTING IN 1,341
GOOD FAITH IF THE DIRECTOR HAS KNOWLEDGE CONCERNING THE MATTER IN 1,342
QUESTION THAT WOULD CAUSE RELIANCE ON INFORMATION, OPINIONS, 1,343
REPORTS, OR STATEMENTS THAT ARE PREPARED OR PRESENTED BY THE 1,344
PERSONS DESCRIBED IN DIVISIONS (A)(1) TO (3) OF THIS SECTION TO 1,345
BE UNWARRANTED.
(3) THE PROVISIONS OF DIVISION (B) OF THIS SECTION DO NOT 1,347
LIMIT RELIEF AVAILABLE UNDER SECTION 1729.24 OF THE REVISED CODE. 1,348
(C)(1) SUBJECT TO DIVISIONS (C)(2) AND (3) OF THIS 1,350
SECTION, A DIRECTOR IS LIABLE IN DAMAGES FOR ANY ACT THAT THE 1,351
DIRECTOR TAKES OR FAILS TO TAKE AS DIRECTOR ONLY IF IT IS PROVED, 1,352
BY CLEAR AND CONVINCING EVIDENCE, IN AN ACTION BROUGHT AGAINST 1,353
THE DIRECTOR THAT THE ACT OR OMISSION OF THE DIRECTOR WAS ONE 1,354
UNDERTAKEN WITH A DELIBERATE INTENT TO CAUSE INJURY TO THE 1,355
ASSOCIATION OR WAS ONE UNDERTAKEN WITH A RECKLESS DISREGARD FOR 1,356
THE BEST INTERESTS OF THE ASSOCIATION. 1,357
(2) DIVISION (C)(1) OF THIS SECTION DOES NOT AFFECT THE 1,359
LIABILITY OF A DIRECTOR UNDER SECTION 1729.25 OF THE REVISED 1,360
CODE.
(3) SUBJECT TO DIVISION (C)(2) OF THIS SECTION, DIVISION 1,363
(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 1,364
32
ASSOCIATION'S ARTICLES OF INCORPORATION OR BYLAWS STATE, BY 1,365
SPECIFIC REFERENCE TO DIVISION (C)(1) OF THIS SECTION, THAT ITS 1,366
PROVISIONS DO NOT APPLY TO THE ASSOCIATION. 1,367
(D) FOR PURPOSES OF THIS SECTION, IN DETERMINING WHAT IS 1,369
REASONABLY BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS 1,370
OF THE ASSOCIATION, A DIRECTOR SHALL CONSIDER THE PURPOSES OF THE 1,371
ASSOCIATION AND MAY CONSIDER ANY OF THE FOLLOWING: 1,372
(1) THE INTERESTS OF THE EMPLOYEES, SUPPLIERS, CREDITORS, 1,374
AND CUSTOMERS OF THE ASSOCIATION; 1,375
(2) THE ECONOMY OF THIS STATE AND OF THE UNITED STATES; 1,377
(3) COMMUNITY AND SOCIETAL MATTERS; 1,379
(4) THE LONG-TERM AND SHORT-TERM BEST INTERESTS OF THE 1,381
ASSOCIATION, INCLUDING, BUT NOT LIMITED TO, THE POSSIBILITY THAT 1,382
THOSE INTERESTS MAY BE BEST SERVED BY THE CONTINUED INDEPENDENCE 1,383
OF THE ASSOCIATION.
(E) DIVISIONS (B) AND (C) OF THIS SECTION DO NOT AFFECT 1,386
THE DUTIES OF A DIRECTOR WHO ACTS IN ANY CAPACITY OTHER THAN AS A
DIRECTOR. 1,387
Sec. 1729.24. (A) UNLESS OTHERWISE PROVIDED IN AN 1,389
ASSOCIATION'S ARTICLES OF INCORPORATION OR BYLAWS: 1,390
(1) NO CONTRACT OR TRANSACTION BETWEEN AN ASSOCIATION AND 1,392
ONE OR MORE OF ITS DIRECTORS OR OFFICERS, OR BETWEEN THE 1,393
ASSOCIATION AND ANY OTHER PERSON IN WHICH ONE OR MORE OF THE 1,394
ASSOCIATION'S DIRECTORS OR OFFICERS, ARE DIRECTORS OR OFFICERS, 1,395
OR HAVE A FINANCIAL OR PERSONAL INTEREST, SHALL BE VOID OR
VOIDABLE SOLELY FOR THIS REASON, OR SOLELY BECAUSE THE DIRECTOR 1,396
OR OFFICER IS PRESENT AT OR PARTICIPATES IN THE MEETING OF THE 1,397
BOARD OR COMMITTEE THAT AUTHORIZES THE CONTRACT OR TRANSACTION, 1,398
OR SOLELY BECAUSE THE DIRECTOR'S OR OFFICER'S VOTES ARE COUNTED 1,399
FOR SUCH PURPOSE, IF ANY OF THE FOLLOWING APPLIES:
(a) THE MATERIAL FACTS AS TO THE RELATIONSHIP OR INTEREST 1,401
AND AS TO THE CONTRACT OR TRANSACTION ARE DISCLOSED OR ARE KNOWN 1,402
TO THE BOARD OR THE COMMITTEE, AND THE BOARD OR COMMITTEE, IN 1,403
GOOD FAITH AUTHORIZES THE CONTRACT OR TRANSACTION BY THE 1,404
33
AFFIRMATIVE VOTE OF A MAJORITY OF THE DISINTERESTED DIRECTORS, 1,405
EVEN THOUGH THE DISINTERESTED DIRECTORS CONSTITUTE LESS THAN A
QUORUM OF THE BOARD OR THE COMMITTEE; 1,406
(b) THE MATERIAL FACTS AS TO THE RELATIONSHIP OR INTEREST 1,408
AND AS TO THE CONTRACT OR TRANSACTION ARE DISCLOSED OR ARE KNOWN 1,409
TO THE MEMBERS ENTITLED TO VOTE ON THE CONTRACT OR TRANSACTION, 1,410
AND THE CONTRACT OR TRANSACTION IS SPECIFICALLY APPROVED AT A 1,411
MEETING OF THE MEMBERS;
(c) THE CONTRACT OR TRANSACTION IS FAIR AS TO THE 1,413
ASSOCIATION AT THE TIME IT IS AUTHORIZED OR APPROVED BY THE 1,414
BOARD, OR A COMMITTEE OF THE BOARD, OR THE MEMBERS. 1,415
(2) COMMON OR INTERESTED DIRECTORS MAY BE COUNTED IN 1,417
DETERMINING THE PRESENCE OF A QUORUM AT A MEETING OF THE BOARD, 1,418
OR OF A COMMITTEE THAT AUTHORIZES THE CONTRACT OR TRANSACTION. 1,419
(B) DIVISIONS (A)(1) AND (2) OF THIS SECTION DO NOT LIMIT 1,422
OR OTHERWISE AFFECT THE LIABILITY OF DIRECTORS UNDER SECTION
1729.25 OF THE REVISED CODE. 1,423
(C) FOR PURPOSES OF DIVISION (A) OF THIS SECTION, A 1,425
DIRECTOR IS NOT AN INTERESTED DIRECTOR SOLELY BECAUSE THE SUBJECT 1,426
OF A CONTRACT OR TRANSACTION MAY INVOLVE OR EFFECT A CHANGE IN 1,427
CONTROL OF THE ASSOCIATION OR CONTINUATION IN OFFICE AS A 1,428
DIRECTOR OF THE ASSOCIATION.
Sec. 1729.25. (A) THE MEMBERS, THE DIRECTORS, AND THE 1,430
OFFICERS OF AN ASSOCIATION SHALL NOT BE PERSONALLY LIABLE FOR ANY 1,431
OBLIGATION OF THE ASSOCIATION. 1,432
(B)(1) DIRECTORS WHO VOTE FOR OR ASSENT TO ANY OF THE 1,434
FOLLOWING ARE JOINTLY AND SEVERALLY LIABLE TO THE ASSOCIATION IN 1,435
ACCORDANCE WITH DIVISION (B)(2) OF THIS SECTION: 1,436
(a) A DISTRIBUTION OF ASSETS TO MEMBERS, STOCKHOLDERS, OR 1,438
PATRONS CONTRARY TO LAW, THE ASSOCIATION'S ARTICLES OF 1,439
INCORPORATION, OR BYLAWS;
(b) A DISTRIBUTION OF ASSETS TO PERSONS OTHER THAN 1,441
CREDITORS DURING THE WINDING UP OF THE AFFAIRS OF THE 1,442
ASSOCIATION, ON DISSOLUTION OR OTHERWISE, WITHOUT THE PAYMENT OF 1,443
34
ALL KNOWN OBLIGATIONS OF THE ASSOCIATION, OR WITHOUT MAKING 1,444
ADEQUATE PROVISION FOR THE PAYMENT OF THE OBLIGATIONS;
(c) THE MAKING OF LOANS, OTHER THAN IN THE USUAL CONDUCT 1,446
OF THE ASSOCIATION'S AFFAIRS OR IN ACCORDANCE WITH THE 1,447
ASSOCIATION'S ARTICLES OR BYLAWS, TO AN OFFICER, DIRECTOR, OR 1,448
MEMBER OF THE ASSOCIATION.
(2)(a) IN CASES UNDER DIVISION (B)(1)(a) OF THIS SECTION, 1,451
UP TO THE AMOUNT OF THE DISTRIBUTION IN EXCESS OF THE AMOUNT THAT 1,452
COULD HAVE BEEN DISTRIBUTED WITHOUT VIOLATION OF LAW, THE
ARTICLES OF INCORPORATION, OR BYLAWS, BUT NOT IN EXCESS OF THE 1,453
AMOUNT THAT WOULD INURE TO THE BENEFIT OF THE CREDITORS OF THE 1,454
ASSOCIATION IF IT WAS INSOLVENT AT THE TIME OF THE DISTRIBUTION 1,455
OR THERE WAS REASONABLE GROUND TO BELIEVE THAT BY SUCH VOTE OR 1,456
ASSENT IT WOULD BE RENDERED INSOLVENT, OR TO THE BENEFIT OF THE
MEMBERS OR STOCKHOLDERS OTHER THAN MEMBERS OR STOCKHOLDERS OF THE 1,457
CLASS IN RESPECT OF WHICH THE DISTRIBUTION WAS MADE; 1,458
(b) IN CASES UNDER DIVISION (B)(1)(b) OF THIS SECTION, TO 1,461
THE EXTENT THAT THE OBLIGATIONS, NOT OTHERWISE BARRED BY STATUTE, 1,462
ARE NOT PAID, OR FOR THE PAYMENT OF WHICH ADEQUATE PROVISION HAS
NOT BEEN MADE; 1,463
(c) IN CASES UNDER DIVISION (B)(1)(c) OF THIS SECTION, FOR 1,466
THE AMOUNT OF THE LOAN WITH INTEREST THEREON AT THE RATE OF SIX 1,467
PER CENT PER YEAR UNTIL THE AMOUNT HAS BEEN PAID.
(3) A DIRECTOR IS NOT LIABLE UNDER DIVISION (B)(1)(a) OR 1,470
(b) OF THIS SECTION, IF IN DETERMINING THE AMOUNT AVAILABLE FOR 1,471
ANY SUCH DISTRIBUTION, THE DIRECTOR IN GOOD FAITH RELIED ON A 1,472
FINANCIAL STATEMENT OF THE ASSOCIATION PREPARED BY AN OFFICER OR 1,473
EMPLOYEE OF THE ASSOCIATION IN CHARGE OF ITS ACCOUNTS OR BY A 1,474
CERTIFIED PUBLIC ACCOUNTANT OR FIRM OF CERTIFIED PUBLIC
ACCOUNTANTS, OR IN GOOD FAITH CONSIDERED THE ASSETS TO BE OF 1,476
THEIR BOOK VALUE, OR FOLLOWED WHAT THE DIRECTOR BELIEVED TO BE 1,477
SOUND ACCOUNTING AND BUSINESS PRACTICE.
(C) A DIRECTOR WHO IS PRESENT AT A MEETING OF THE BOARD OR 1,479
A COMMITTEE OF THE BOARD AT WHICH ACTION ON ANY MATTER IS 1,480
35
AUTHORIZED OR TAKEN AND WHO HAS NOT VOTED FOR OR AGAINST SUCH 1,481
ACTION SHALL BE PRESUMED TO HAVE VOTED FOR THE ACTION UNLESS THE 1,482
DIRECTOR DISSENTS FROM THE ACTION DURING THE MEETING AND THE 1,483
DISSENT IS NOTED IN THE MINUTES OF THE PROCEEDINGS OF THE 1,484
MEETING, OR A WRITTEN DISSENT IS FILED EITHER DURING THE MEETING 1,486
OR WITHIN A REASONABLE TIME AFTER THE ADJOURNMENT OF THE MEETING. 1,487
(D) A MEMBER, STOCKHOLDER, OR PATRON WHO RECEIVES ANY 1,489
DISTRIBUTION MADE CONTRARY TO LAW, THE ASSOCIATION'S ARTICLES OF 1,490
INCORPORATION, OR BYLAWS IS LIABLE TO THE ASSOCIATION FOR THE 1,491
AMOUNT RECEIVED THAT IS IN EXCESS OF THE AMOUNT THAT COULD HAVE 1,492
BEEN DISTRIBUTED.
(E) A DIRECTOR AGAINST WHOM A CLAIM IS ASSERTED UNDER OR 1,494
PURSUANT TO THIS SECTION AND WHO IS HELD LIABLE ON THE CLAIM IS 1,495
ENTITLED TO CONTRIBUTION, ON EQUITABLE PRINCIPLES, FROM OTHER 1,496
DIRECTORS WHO ALSO ARE LIABLE. IN ADDITION, ANY DIRECTOR AGAINST 1,497
WHOM A CLAIM IS ASSERTED UNDER OR PURSUANT TO THIS SECTION, OR 1,498
WHO IS HELD LIABLE, HAS A RIGHT OF CONTRIBUTION FROM THE MEMBER, 1,499
STOCKHOLDER, OR PATRON WHO RECEIVED ANY DISTRIBUTION MADE
CONTRARY TO LAW, THE ARTICLES OF INCORPORATION, OR BYLAWS, AND 1,500
SUCH PERSONS AS AMONG THEMSELVES ALSO ARE ENTITLED TO 1,501
CONTRIBUTION IN PROPORTION TO THE AMOUNTS RECEIVED BY THEM 1,502
RESPECTIVELY.
(F) NO ACTION SHALL BE BROUGHT BY OR ON BEHALF OF AN 1,504
ASSOCIATION, UPON ANY CAUSE OF ACTION ARISING UNDER DIVISION 1,506
(B)(1)(a) OR (b) OF THIS SECTION, AT ANY TIME AFTER TWO YEARS 1,507
FROM THE DAY ON WHICH THE VIOLATION OCCURS; PROVIDED THAT NO SUCH 1,508
ACTION IS BARRED BY THIS DIVISION IF IT IS COMMENCED PRIOR TO THE
EFFECTIVE DATE OF THIS SECTION. 1,509
Sec. 1729.26. (A) THE OFFICERS OF AN ASSOCIATION SHALL 1,511
CONSIST OF A PRESIDENT, A SECRETARY, A TREASURER, AND, IF 1,512
DESIRED, A CHAIRPERSON OF THE BOARD, ONE OR MORE VICE-PRESIDENTS, 1,513
AND SUCH OTHER OFFICERS AND ASSISTANT OFFICERS AS NECESSARY. THE 1,514
OFFICERS SHALL BE ELECTED BY THE BOARD. THE CHAIRPERSON OF THE 1,515
BOARD SHALL BE A DIRECTOR. UNLESS THE ASSOCIATION'S ARTICLES OF 1,516
36
INCORPORATION OR BYLAWS PROVIDE OTHERWISE, NONE OF THE OTHER 1,517
OFFICERS NEED BE A DIRECTOR. ANY TWO OR MORE OFFICES MAY BE HELD 1,518
BY THE SAME PERSON, BUT NO OFFICER SHALL EXECUTE, ACKNOWLEDGE, OR 1,519
VERIFY ANY INSTRUMENT IN MORE THAN ONE CAPACITY IF THE INSTRUMENT 1,520
IS REQUIRED BY LAW OR BY THE ARTICLES OR BYLAWS TO BE EXECUTED,
ACKNOWLEDGED, OR VERIFIED BY TWO OR MORE OFFICERS. UNLESS THE 1,521
ARTICLES OR THE BYLAWS PROVIDE OTHERWISE, ALL OFFICERS SHALL BE 1,522
ELECTED ANNUALLY.
(B) ALL OFFICERS SHALL HAVE THE AUTHORITY TO PERFORM, AND 1,524
SHALL PERFORM, THE DUTIES AS THE BYLAWS PROVIDE, OR AS THE BOARD 1,525
MAY DETERMINE IN ACCORDANCE WITH THE BYLAWS. 1,526
Sec. 1729.15 1729.27. Every IF REQUIRED BY THE 1,535
ASSOCIATION'S BYLAWS, EVERY officer, employee, and agent handling 1,536
funds, negotiable instruments, or other property of or for an 1,538
association shall execute and deliver adequate bonds for the 1,539
faithful performance of his THE OFFICER'S, EMPLOYEE'S, OR AGENT'S 1,540
duties and obligations.
Sec. 1729.16 1729.28. (A) Any member of an association 1,550
may bring charges against an officer or director of the 1,552
association by filing them in writing with the secretary of the 1,553
association, together with a petition, signed by five TWENTY per 1,554
cent of the members, requesting the removal of the officer or 1,555
director in question. The removal shall be voted upon at the 1,556
next regular or special meeting of the association and, by a vote 1,557
of a majority of the members, the association may remove the 1,558
officer or director and fill the vacancy. The director or 1,559
officer against whom such charges are brought shall be informed
in writing of the charges previous to the meeting and shall have 1,560
an opportunity at the meeting to be heard in person or by counsel 1,561
and to present witnesses, and the persons bringing the charges 1,562
against him THE DIRECTOR OR OFFICER shall have the same 1,563
opportunity.
(B) In case the bylaws provide for election of directors 1,565
by districts with primary elections in each district OR OTHER 1,567
37
GROUPING, then the petition for removal of a director must be 1,569
signed by twenty per cent of the members residing in the district
OR BELONGING TO THE GROUP from which he THE DIRECTOR was elected. 1,572
The board of directors shall then call a special meeting of the 1,574
members residing in that district OR BELONGING TO THE GROUP to 1,575
consider AND VOTE UPON the removal of the director; and at such 1,576
meeting, by a vote of the majority of the members of that 1,577
district OR BELONGING TO THE GROUP, the director in question 1,578
shall be removed from office. 1,579
Sec. 1729.29. (A) AN ASSOCIATION SHALL KEEP CORRECT AND 1,581
COMPLETE BOOKS AND RECORDS OF ACCOUNT, AND SHALL ALSO KEEP 1,582
MINUTES OF THE PROCEEDINGS OF MEETINGS OF ITS MEMBERS, BOARD, AND 1,583
DELEGATES. THE ASSOCIATION SHALL KEEP AT ITS PRINCIPAL OFFICE 1,584
RECORDS OF THE NAMES AND ADDRESSES OF ALL MEMBERS AND 1,585
STOCKHOLDERS WITH THE AMOUNT OF OWNERSHIP INTERESTS AND STOCK 1,586
HELD BY EACH.
(B) AT ANY REASONABLE TIME, ANY MEMBER, UPON WRITTEN 1,588
NOTICE THAT STATES A PROPER PURPOSE FOR AN EXAMINATION OF BOOKS 1,589
AND RECORDS AND THAT IS DELIVERED OR SENT TO THE ASSOCIATION AT 1,590
LEAST ONE WEEK IN ADVANCE, MAY EXAMINE THOSE BOOKS AND RECORDS 1,591
PERTINENT TO THE PURPOSE IN THE NOTICE. THE BOARD MAY DENY A 1,592
REQUEST OF A MEMBER TO EXAMINE THE BOOKS AND RECORDS IF THE
PURPOSE IS NOT PROPER BECAUSE THE PURPOSE IS NOT DIRECTLY RELATED 1,593
TO THE PERSON'S INTEREST AS A MEMBER AND IS CONTRARY TO THE BEST 1,594
INTERESTS OF THE ASSOCIATION.
(C) AT ANY REASONABLE TIME, A STOCKHOLDER WHO IS NOT A 1,596
MEMBER, UPON WRITTEN NOTICE THAT STATES A PROPER PURPOSE FOR AN 1,597
EXAMINATION OF BOOKS AND RECORDS AND THAT IS DELIVERED OR SENT TO 1,598
THE ASSOCIATION AT LEAST ONE WEEK IN ADVANCE, MAY EXAMINE THOSE 1,599
BOOKS AND RECORDS THAT ARE PERTINENT TO THE PURPOSE IN THE 1,600
NOTICE. THE BOARD MAY DENY A REQUEST OF A STOCKHOLDER TO EXAMINE 1,601
THE BOOKS AND RECORDS IF THE PURPOSE IS NOT PROPER BECAUSE THE
PURPOSE IS NOT DIRECTLY RELATED TO THE PERSON'S INTEREST AS A 1,602
STOCKHOLDER AND IS CONTRARY TO THE BEST INTEREST OF THE 1,603
38
ASSOCIATION.
Sec. 1729.35. (A) AN ASSOCIATION MAY MERGE OR CONSOLIDATE 1,605
WITH ONE OR MORE ASSOCIATIONS UNDER THIS CHAPTER. BEFORE AN 1,606
ASSOCIATION MAY MERGE OR CONSOLIDATE WITH ANY OTHER ASSOCIATION, 1,607
A WRITTEN AGREEMENT OF MERGER OR CONSOLIDATION SHALL BE APPROVED 1,608
BY THE BOARD OF EACH CONSTITUENT ASSOCIATION AND BY THE MEMBERS 1,609
OF EACH CONSTITUENT ASSOCIATION. THE AGREEMENT SHALL SET FORTH 1,610
THE TERMS OF THE MERGER OR CONSOLIDATION, INCLUDING ANY 1,611
PROVISIONS FOR AMENDMENT OR ABANDONMENT OF THE AGREEMENT. IN THE 1,612
CASE OF A CONSOLIDATION, THE AGREEMENT ALSO SHALL CONTAIN THE
ARTICLES OF INCORPORATION OF THE NEW ASSOCIATION. 1,613
(B)(1) IF THE AGREEMENT OF MERGER OR CONSOLIDATION 1,615
PROVIDES THAT A HOLDER OF STOCK OTHER THAN MEMBERSHIP STOCK OR 1,616
PATRONAGE STOCK IN A CONSTITUENT ASSOCIATION WILL BE AFFECTED, 1,617
ALL OF THE FOLLOWING APPLY:
(a) UNLESS THE BOARD OF THE CONSTITUENT ASSOCIATION 1,619
PROVIDES THAT DIVISION (B)(1)(b) OF THIS SECTION APPLIES, THE 1,620
AFFECTED STOCKHOLDER SHALL BE ENTITLED TO CAST ONE VOTE ON THE 1,621
AGREEMENT REGARDLESS OF THE PAR OR STATED VALUE, THE NUMBER OF 1,622
SHARES, OR THE NUMBER OF AFFECTED CLASSES OF THE STOCK HELD. 1,623
(b) THE BOARD OF A CONSTITUENT ASSOCIATION MAY PROVIDE 1,625
THAT A STOCKHOLDER OTHERWISE ENTITLED TO VOTE UNDER DIVISION 1,627
(B)(1)(a) OF THIS SECTION SHALL INSTEAD BE ENTITLED TO PAYMENT OF 1,628
FAIR CASH VALUE OF THE AFFECTED STOCK HELD BY THE STOCKHOLDER IN
ACCORDANCE WITH SECTION 1729.46 OF THE REVISED CODE. 1,629
(c) A MEMBER HOLDING STOCK AFFECTED BY A PROPOSED 1,631
AGREEMENT OF MERGER OR CONSOLIDATION MAY VOTE ONLY AS A MEMBER 1,632
AND SHALL NOT BE ENTITLED TO VOTE OR DEMAND FAIR CASH VALUE AS AN 1,633
AFFECTED STOCKHOLDER.
(2) FOR PURPOSES OF THIS SECTION, A HOLDER OF STOCK IS 1,635
AFFECTED AS TO ANY CLASS OF STOCK OWNED BY THE HOLDER ONLY IF THE 1,636
AGREEMENT OF MERGER OR CONSOLIDATION DOES ANY OF THE FOLLOWING: 1,637
(a) DECREASES THE DIVIDENDS TO WHICH THAT CLASS MAY BE 1,639
ENTITLED OR CHANGES THE METHOD BY WHICH THE DIVIDEND RATE ON THAT 1,640
39
CLASS IS FIXED;
(b) PROVIDES FOR ADDITIONAL RESTRICTION OF RIGHTS TO 1,642
TRANSFER SHARES OF THAT CLASS; 1,643
(c) GIVES TO ANOTHER EXISTING OR ANY NEW CLASS OF STOCK OR 1,645
EQUITY INTEREST NOT PREVIOUSLY ENTITLED THERETO ANY PREFERENCE, 1,646
AS TO DIVIDENDS OR UPON DISSOLUTION, THAT IS HIGHER THAN 1,647
PREFERENCES OF THAT CLASS;
(d) CHANGES THE PAR VALUE OF SHARES OF THAT CLASS OR OF 1,649
ANY OTHER CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO 1,650
DIVIDENDS OR UPON DISSOLUTION; 1,651
(e) INCREASES THE NUMBER OF AUTHORIZED SHARES OF ANY OTHER 1,653
CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO DIVIDENDS OR 1,654
UPON DISSOLUTION BEYOND THE AGGREGATE AUTHORIZATIONS FOR SUCH 1,655
CLASSES IN THE CONSTITUENT ASSOCIATIONS; 1,656
(f) REQUIRES OR PERMITS AN EXCHANGE OF SHARES OF ANY CLASS 1,658
WITH LOWER PREFERENCES AS TO DIVIDENDS OR UPON DISSOLUTION FOR 1,659
SHARES OF ANY OTHER CLASS WITH HIGHER PREFERENCES. 1,660
(C) THE AGREEMENT IS APPROVED IF BOTH OF THE FOLLOWING 1,662
CONDITIONS ARE MET WITH RESPECT TO EACH CONSTITUENT ASSOCIATION: 1,663
(1) NOTICE OF THE MEETING TO VOTE ON THE AGREEMENT, THE 1,665
AGREEMENT, AND A DESCRIPTION OF THE METHOD OF VOTING HAVE BEEN 1,666
SENT TO ALL MEMBERS, AND TO ALL AFFECTED STOCKHOLDERS ENTITLED 1,667
EITHER TO VOTE ON THE AGREEMENT OR TO RECEIVE PAYMENT OF FAIR 1,668
CASH VALUE UNDER DIVISION (B) OF THIS SECTION; 1,669
(2) SIXTY PER CENT OF THE MEMBER VOTES CAST APPROVE THE 1,671
AGREEMENT, AND A SIMPLE MAJORITY OF THE VOTES CAST BY THE 1,672
AFFECTED STOCKHOLDERS ENTITLED TO VOTE UNDER DIVISION (B) OF THIS 1,674
SECTION APPROVE THE AGREEMENT.
(D) NOTWITHSTANDING DIVISION (C) OF THIS SECTION, NO VOTE 1,677
OF THE MEMBERS OR STOCKHOLDERS OF A CONSTITUENT ASSOCIATION SHALL
BE NECESSARY TO APPROVE A MERGER OF A WHOLLY OWNED SUBSIDIARY 1,678
ASSOCIATION WITH AND INTO ITS PARENT ASSOCIATION OR A MERGER OR A 1,679
CONSOLIDATION OF TWO OR MORE SUBSIDIARY ASSOCIATIONS THAT ARE 1,680
WHOLLY OWNED BY AN ASSOCIATION.
40
(E) AFTER APPROVAL OF AN AGREEMENT UNDER THIS SECTION, BUT 1,682
BEFORE THE MERGER OR CONSOLIDATION IS EFFECTIVE, THE AGREEMENT 1,683
MAY BE AMENDED IN ACCORDANCE WITH ANY PROVISION FOR AMENDMENT SET 1,684
FORTH IN THE AGREEMENT, PROVIDED THAT AN AMENDMENT MADE 1,685
SUBSEQUENT TO ADOPTION OF THE AGREEMENT BY THE MEMBERS OF ANY 1,686
CONSTITUENT ASSOCIATION SHALL NOT DO ANY OF THE FOLLOWING:
(1) CHANGE THE MEMBERSHIP RIGHTS, OR THE AMOUNT OR KIND OF 1,688
STOCK, SECURITIES, CASH, PROPERTY, OR OTHER RIGHTS TO BE 1,689
RECEIVED, EXCHANGED, OR CONVERTED IN THE MERGER OR CONSOLIDATION; 1,690
(2) CHANGE THE ARTICLES OF INCORPORATION OR BYLAWS OF THE 1,692
SURVIVING OR NEW ASSOCIATION AS PROVIDED FOR IN THE AGREEMENT; 1,693
(3) CHANGE ANY PROVISION OF THE AGREEMENT WITH RESPECT TO 1,695
THE RIGHTS OF MEMBERS OR THE MANNER OF VOTING IN THE SURVIVING OR 1,696
NEW ASSOCIATION.
(F) AFTER APPROVAL OF AN AGREEMENT UNDER THIS SECTION, BUT 1,698
BEFORE THE MERGER OR CONSOLIDATION IS EFFECTIVE, THE MERGER OR 1,699
CONSOLIDATION MAY BE ABANDONED IN ACCORDANCE WITH ANY PROVISION 1,700
FOR ABANDONMENT SET FORTH IN THE AGREEMENT. 1,701
(G) THE MERGER OR CONSOLIDATION SHALL TAKE EFFECT IN 1,703
ACCORDANCE WITH SECTIONS 1729.37 AND 1729.38 OF THE REVISED CODE. 1,704
Sec. 1729.36. (A) AN ASSOCIATION MAY MERGE OR CONSOLIDATE 1,706
WITH ONE OR MORE ENTITIES, IF SUCH MERGER OR CONSOLIDATION IS 1,707
PERMITTED BY THE LAWS UNDER WHICH EACH CONSTITUENT ENTITY EXISTS 1,708
AND THE ASSOCIATION COMPLIES WITH THIS SECTION. 1,709
(B) EACH CONSTITUENT ASSOCIATION SHALL COMPLY WITH SECTION 1,711
1729.35 OF THE REVISED CODE WITH RESPECT TO FORM AND APPROVAL OF 1,712
AN AGREEMENT OF MERGER OR CONSOLIDATION, AND EACH CONSTITUENT 1,713
ENTITY SHALL COMPLY WITH THE APPLICABLE PROVISIONS OF THE LAWS 1,714
UNDER WHICH IT EXISTS, EXCEPT THAT THE AGREEMENT OF MERGER OR 1,715
CONSOLIDATION, BY WHATEVER NAME DESIGNATED, SHALL COMPLY WITH
DIVISIONS (C) AND (D) OF THIS SECTION. 1,716
(C) THE AGREEMENT OF MERGER OR CONSOLIDATION SHALL SET 1,718
FORTH ALL OF THE FOLLOWING: 1,719
(1) THE NAMES OF THE STATES AND THE LAWS UNDER WHICH EACH 1,721
41
CONSTITUENT ENTITY EXISTS; 1,722
(2) ALL STATEMENTS AND MATTERS REQUIRED TO BE SET FORTH IN 1,724
AGREEMENTS OF MERGER OR CONSOLIDATION BY THE LAWS UNDER WHICH ANY 1,725
CONSTITUENT ENTITY EXISTS;
(3) A STATEMENT THAT THE SURVIVING OR NEW ENTITY IS TO BE 1,727
AN ASSOCIATION, CORPORATION, OR LIMITED LIABILITY COMPANY; 1,728
(4) IF THE SURVIVING OR NEW ENTITY IS TO BE A FOREIGN 1,730
ENTITY:
(a) THE PLACE WHERE THE PRINCIPAL OFFICE OF THE SURVIVING 1,732
OR NEW ENTITY IS TO BE LOCATED IN THE STATE IN WHICH THE 1,733
SURVIVING OR NEW ENTITY IS TO EXIST; 1,734
(b) THE CONSENT BY THE SURVIVING OR NEW ENTITY THAT IT MAY 1,736
BE SUED AND SERVED WITH PROCESS IN THIS STATE IN ANY PROCEEDING 1,738
FOR THE ENFORCEMENT OF ANY OBLIGATION OF ANY CONSTITUENT 1,739
ASSOCIATION OR DOMESTIC ENTITY;
(c) THE CONSENT BY THE SURVIVING OR NEW ENTITY THAT IT 1,741
SHALL BE SUBJECT TO THE APPLICABLE PROVISIONS OF CHAPTER 1703. OF 1,743
THE REVISED CODE, IF IT IS A FOREIGN CORPORATION OR FOREIGN 1,746
ASSOCIATION, OR TO SECTIONS 1705.53 TO 1705.58 OF THE REVISED 1,748
CODE, IF IT IS A FOREIGN LIMITED LIABILITY COMPANY; 1,749
(d) IF IT IS DESIRED THAT THE SURVIVING OR NEW ENTITY 1,751
EXERCISE ITS CORPORATE PRIVILEGES IN THIS STATE AS A FOREIGN 1,752
ENTITY. 1,753
(D) THE AGREEMENT MAY ALSO SET FORTH OTHER PROVISIONS 1,755
PERMITTED BY THE LAWS OF ANY STATE IN WHICH ANY CONSTITUENT 1,756
ENTITY EXISTS.
(E) IF THE SURVIVING OR NEW ENTITY IS AN ASSOCIATION, THE 1,758
MERGER OR CONSOLIDATION SHALL TAKE EFFECT IN ACCORDANCE WITH 1,759
SECTIONS 1729.37 AND 1729.38 OF THE REVISED CODE. 1,760
(F) IF THE SURVIVING OR NEW ENTITY IS AN ENTITY OTHER THAN 1,762
AN ASSOCIATION, THE MERGER OR CONSOLIDATION SHALL TAKE EFFECT IN 1,763
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE LAWS UNDER WHICH 1,764
IT EXISTS.
Sec. 1729.37. (A) UNLESS A LATER DATE IS SPECIFIED IN THE 1,766
42
AGREEMENT, A MERGER OR CONSOLIDATION UNDER SECTIONS 1729.35 AND 1,768
1729.36 OF THE REVISED CODE IS EFFECTIVE WHEN THE CERTIFICATE OF 1,769
MERGER OR CONSOLIDATION IS FILED IN ACCORDANCE WITH SECTION 1,770
1729.38 OF THE REVISED CODE. IF, AFTER FILING THE CERTIFICATE
BUT BEFORE THE MERGER OR CONSOLIDATION IS EFFECTIVE, THE MERGER 1,771
OR CONSOLIDATION IS AMENDED OR ABANDONED, AS PROVIDED IN 1,772
DIVISIONS (E) AND (F) OF SECTION 1729.35 OF THE REVISED CODE, AN 1,773
AUTHORIZED OFFICER OF EACH CONSTITUENT ASSOCIATION SHALL SIGN A 1,774
CERTIFICATE OF AMENDMENT OR ABANDONMENT STATING THAT THE 1,775
AGREEMENT OF MERGER OR CONSOLIDATION HAS BEEN AMENDED OR 1,776
ABANDONED AND THE DATE OF SUCH ACTION, AND SHALL FILE THE 1,777
CERTIFICATE IN THE SAME MANNER AS THE CERTIFICATE OF MERGER OR 1,778
CONSOLIDATION. ANY CERTIFICATE OF AMENDMENT OR ABANDONMENT SHALL
BE FILED PRIOR TO THE DATE THE MERGER OR CONSOLIDATION WOULD 1,779
OTHERWISE BE EFFECTIVE.
(B) IN THE CASE OF A MERGER, THE SURVIVING ASSOCIATION OR 1,781
ENTITY IS THE ONE DESIGNATED IN THE AGREEMENT. IN THE CASE OF A 1,782
CONSOLIDATION, THE NEW ASSOCIATION OR ENTITY IS THE ONE 1,783
DESIGNATED IN THE AGREEMENT. THE SEPARATE EXISTENCE OF ALL 1,784
CONSTITUENT ASSOCIATIONS OR ENTITIES IN THE AGREEMENT, EXCEPT THE 1,785
SURVIVING OR NEW ASSOCIATION OR ENTITY, CEASES UPON THE EFFECTIVE 1,786
DATE OF THE MERGER OR CONSOLIDATION.
(C) THE SURVIVING OR NEW ASSOCIATION OR ENTITY POSSESSES 1,788
ALL THE RIGHTS AND ALL THE PROPERTY OF EACH CONSTITUENT 1,789
ASSOCIATION OR ENTITY, AND IS RESPONSIBLE FOR ALL THEIR 1,790
OBLIGATIONS. TITLE TO ANY PROPERTY IS VESTED IN THE SURVIVING OR 1,791
NEW ASSOCIATION OR ENTITY WITH NO REVERSION OR IMPAIRMENT OF THE
PROPERTY CAUSED BY THE MERGER OR CONSOLIDATION. A MERGER OR 1,792
CONSOLIDATION SHALL NOT BE CONSIDERED AN ASSIGNMENT. NO RIGHT OF 1,793
ANY CREDITOR SHALL BE IMPAIRED BY THE MERGER OR CONSOLIDATION 1,794
WITHOUT THE CREDITOR'S CONSENT.
(D) IF THE SURVIVING ORGANIZATION IS AN ASSOCIATION, THE 1,796
ARTICLES OF INCORPORATION ARE AMENDED TO THE EXTENT PROVIDED IN 1,797
THE AGREEMENT OF MERGER. 1,798
43
Sec. 1729.38. (A)(1) UPON ADOPTION OF AN AGREEMENT OF 1,800
MERGER OR CONSOLIDATION UNDER SECTION 1729.35 OR 1729.36 OF THE 1,801
REVISED CODE, A CERTIFICATE, SIGNED BY ANY AUTHORIZED OFFICER OF 1,802
EACH CONSTITUENT ASSOCIATION OR ENTITY, SHALL BE FILED WITH THE 1,804
SECRETARY OF STATE ON A FORM PRESCRIBED BY THE SECRETARY OF STATE 1,805
THAT SETS FORTH THE FOLLOWING: 1,806
(a) THE NAME AND FORM OF EACH CONSTITUENT ASSOCIATION OR 1,808
ENTITY AND THE STATE LAW UNDER WHICH EACH CONSTITUENT ENTITY 1,809
EXISTS;
(b) A STATEMENT THAT EACH CONSTITUENT ASSOCIATION OR 1,811
ENTITY HAS ADOPTED THE AGREEMENT OF MERGER OR CONSOLIDATION, THE 1,812
MANNER OF ADOPTION, AND THAT THE AGREEMENT WAS ADOPTED IN 1,813
COMPLIANCE WITH THE LAWS APPLICABLE TO EACH CONSTITUENT 1,814
ASSOCIATION OR ENTITY;
(c) THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION, 1,816
WHICH DATE MAY BE ON OR AFTER THE DATE OF FILING OF THE 1,817
CERTIFICATE;
(d) IN THE CASE OF A MERGER, A STATEMENT THAT ONE OR MORE 1,819
SPECIFIED CONSTITUENT ASSOCIATIONS OR ENTITIES WILL BE MERGED 1,820
INTO A SPECIFIED SURVIVING ASSOCIATION OR ENTITY, OR, IN THE CASE 1,821
OF A CONSOLIDATION, A STATEMENT THAT THE CONSTITUENT ASSOCIATIONS 1,822
OR ENTITIES WILL BE CONSOLIDATED INTO A NEW ASSOCIATION OR 1,823
ENTITY;
(e) THE NAME AND ADDRESS OF THE STATUTORY AGENT UPON WHOM 1,825
ANY PROCESS, NOTICE, OR DEMAND AGAINST ANY CONSTITUENT 1,826
ASSOCIATION OR ENTITY, OR THE SURVIVING OR NEW ASSOCIATION OR 1,827
ENTITY MAY BE SERVED.
(2) IN THE CASE OF A MERGER INTO AN ASSOCIATION OR 1,829
DOMESTIC ENTITY, ANY AMENDMENTS TO THE ARTICLES OF INCORPORATION 1,830
OR THE ARTICLES OR ORGANIZATION OF THE SURVIVING ASSOCIATION OR 1,831
ENTITY SHALL BE FILED WITH THE CERTIFICATE.
(3) IN THE CASE OF A CONSOLIDATION TO FORM A NEW DOMESTIC 1,833
ASSOCIATION OR ENTITY, THE ARTICLES OF INCORPORATION OR THE 1,834
ARTICLES OF ORGANIZATION OF THE NEW ASSOCIATION OR ENTITY SHALL 1,835
44
BE FILED WITH THE CERTIFICATE.
(4) IF THE SURVIVING OR NEW ENTITY IS A FOREIGN ENTITY 1,837
THAT DESIRES TO TRANSACT BUSINESS IN THIS STATE AS A FOREIGN 1,838
ENTITY, THE CERTIFICATE SHALL BE ACCOMPANIED BY THE INFORMATION 1,839
REQUIRED FOR QUALIFICATION OF A FOREIGN ENTITY IN THIS STATE BY 1,840
CHAPTER 1703. OF THE REVISED CODE, IN THE CASE OF A FOREIGN
CORPORATION OR FOREIGN COOPERATIVE, OR BY SECTIONS 1705.53 AND 1,841
1705.54 OF THE REVISED CODE, IN THE CASE OF A FOREIGN LIMITED 1,842
LIABILITY COMPANY.
(B) A COPY OF THE CERTIFICATE OF MERGER OR CONSOLIDATION, 1,844
CERTIFIED BY THE SECRETARY OF STATE, MAY BE FILED FOR RECORD IN 1,845
THE OFFICE OF THE COUNTY RECORDER OF ANY COUNTY IN THIS STATE. 1,846
FOR SUCH RECORDING THE COUNTY RECORDER SHALL CHARGE AND COLLECT 1,847
THE SAME FEE AS IN THE CASE OF DEEDS. THE CERTIFIED COPY OF THE 1,848
CERTIFICATE OF MERGER OR CONSOLIDATION SHALL BE RECORDED IN THE 1,849
RECORDS OF DEEDS.
(C) FOR PURPOSES OF THIS SECTION, "DOMESTIC ENTITY" MEANS 1,852
A CORPORATION OR LIMITED LIABILITY COMPANY ORGANIZED UNDER THE 1,853
LAWS OF THIS STATE.
Sec. 1729.40. (A) ANY ASSOCIATION MAY DIVIDE ITSELF INTO 1,855
TWO OR MORE ASSOCIATIONS. A WRITTEN PLAN OF DIVISION SHALL BE 1,856
APPROVED BY THE ASSOCIATION'S BOARD. SUCH PLAN SHALL SET FORTH 1,857
ALL THE TERMS OF THE DIVISION AND THE PROPOSED EFFECT OF THE 1,858
DIVISION ON ALL MEMBERS AND STOCKHOLDERS OF THE ASSOCIATION. THE 1,859
PLAN ALSO SHALL CONTAIN THE ARTICLES OF INCORPORATION AND BYLAWS 1,860
OF EACH ASSOCIATION RESULTING FROM THE DIVISION, WHICH ARTICLES 1,861
AND BYLAWS SHALL CONFORM TO THE REQUIREMENTS FOR ASSOCIATIONS 1,862
ORGANIZED UNDER THIS CHAPTER. 1,863
(B)(1) IF THE PLAN OF DIVISION PROVIDES THAT A HOLDER OF 1,865
STOCK OTHER THAN MEMBERSHIP STOCK OR PATRONAGE STOCK WILL BE 1,866
AFFECTED, THE FOLLOWING APPLY: 1,867
(a) UNLESS THE BOARD PROVIDES THAT DIVISION (B)(1)(b) OF 1,870
THIS SECTION APPLIES, THE AFFECTED STOCKHOLDER SHALL BE ENTITLED 1,871
TO CAST ONE VOTE ON THE PLAN OF DIVISION REGARDLESS OF THE PAR OR 1,872
45
STATED VALUE, THE NUMBER OF SHARES, OR THE NUMBER OF AFFECTED 1,873
CLASSES OF THE STOCK HELD.
(b) THE BOARD MAY PROVIDE THAT A STOCKHOLDER OTHERWISE 1,875
ENTITLED TO VOTE UNDER DIVISION (B)(1)(a) OF THIS SECTION SHALL 1,877
INSTEAD BE ENTITLED TO PAYMENT OF FAIR CASH VALUE OF THE AFFECTED
STOCK HELD BY THE STOCKHOLDER IN ACCORDANCE WITH SECTION 1729.46 1,878
OF THE REVISED CODE.
(c) A MEMBER HOLDING STOCK AFFECTED BY A PROPOSED PLAN OF 1,880
DIVISION MAY VOTE ONLY AS A MEMBER AND SHALL NOT BE ENTITLED TO 1,881
VOTE OR DEMAND FAIR CASH VALUE AS AN AFFECTED STOCKHOLDER. 1,882
(2) FOR PURPOSES OF THIS SECTION, A HOLDER OF STOCK IS 1,884
AFFECTED AS TO ANY CLASS OF STOCK OWNED BY THE HOLDER ONLY IF THE 1,885
PLAN OF DIVISION DOES ANY OF THE FOLLOWING: 1,886
(a) DECREASES THE DIVIDENDS TO WHICH THAT CLASS MAY BE 1,888
ENTITLED OR CHANGES THE METHOD BY WHICH THE DIVIDEND RATE ON THAT 1,889
CLASS IS FIXED;
(b) PROVIDES ANY ADDITIONAL RESTRICTION ON RIGHTS TO 1,891
TRANSFER SHARES OF THAT CLASS; 1,892
(c) GIVES TO ANOTHER EXISTING OR ANY NEW CLASS OF STOCK OR 1,894
EQUITY INTEREST NOT PREVIOUSLY ENTITLED THERETO ANY PREFERENCE, 1,895
AS TO DIVIDENDS OR UPON DISSOLUTION, THAT IS HIGHER THAN 1,896
PREFERENCES OF THAT CLASS IN A RESULTING ASSOCIATION; 1,897
(d) CHANGES THE PAR VALUE OF SHARES OF THAT CLASS OR OF 1,899
ANY OTHER CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO 1,900
DIVIDENDS OR UPON DISSOLUTION; 1,901
(e) INCREASES THE AGGREGATE NUMBER OF AUTHORIZED SHARES OF 1,903
ANY OTHER CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO 1,904
DIVIDENDS OR UPON DISSOLUTION IN THE RESULTING ASSOCIATIONS 1,905
BEYOND THE AUTHORIZATION FOR SUCH CLASSES IN THE ORIGINAL 1,906
ASSOCIATION;
(f) REQUIRES OR PERMITS AN EXCHANGE OF SHARES OF ANY CLASS 1,908
WITH LOWER PREFERENCES AS TO DIVIDENDS OR UPON DISSOLUTION IN THE 1,909
ORIGINAL ASSOCIATION FOR SHARES OF ANY OTHER CLASS WITH HIGHER 1,911
PREFERENCES IN A RESULTING ASSOCIATION.
46
(C) THE PLAN OF DIVISION IS APPROVED IF BOTH OF THE 1,913
FOLLOWING CONDITIONS ARE MET: 1,914
(1) NOTICE OF THE MEETING TO VOTE ON THE PLAN, THE PLAN OF 1,916
DIVISION, AND A DESCRIPTION OF THE METHOD OF VOTING HAVE BEEN 1,917
SENT TO ALL MEMBERS AND TO ALL AFFECTED STOCKHOLDERS ENTITLED 1,918
EITHER TO VOTE ON THE PLAN OR TO RECEIVE PAYMENT OF FAIR CASH 1,919
VALUE UNDER DIVISION (B) OF THIS SECTION;
(2) SIXTY PER CENT OF THE MEMBER VOTES CAST APPROVE THE 1,921
PLAN, AND A SIMPLE MAJORITY OF THE VOTES CAST BY THE AFFECTED 1,922
STOCKHOLDERS ENTITLED TO VOTE UNDER DIVISION (B) OF THIS SECTION 1,923
APPROVE THE PLAN.
(D) AFTER APPROVAL OF A PLAN OF DIVISION UNDER THIS 1,925
SECTION, BUT BEFORE THE DIVISION IS EFFECTIVE, THE PLAN MAY BE 1,926
AMENDED OR ABANDONED IN ACCORDANCE WITH A PROVISION FOR AMENDMENT 1,927
OR ABANDONMENT SET FORTH IN THE PLAN, PROVIDED THAT AN AMENDMENT 1,928
MADE SUBSEQUENT TO APPROVAL OF THE PLAN BY THE MEMBERS SHALL NOT 1,929
DO ANY OF THE FOLLOWING:
(1) CHANGE THE MEMBERSHIP RIGHTS, OR THE AMOUNT OR KIND OF 1,931
STOCK, SECURITIES, CASH, PROPERTY, OR OTHER RIGHTS TO BE 1,932
RECEIVED, EXCHANGED, OR CONVERTED IN THE DIVISION; 1,933
(2) CHANGE THE ARTICLES OF INCORPORATION OR BYLAWS OF THE 1,935
RESULTING ASSOCIATIONS AS PROVIDED FOR IN THE PLAN; 1,936
(3) CHANGE ANY PROVISION OF THE PLAN WITH RESPECT TO THE 1,938
RIGHTS OF MEMBERS OR THE MANNER OF VOTING IN THE RESULTING 1,939
ASSOCIATIONS.
(E)(1) UPON APPROVAL OF A PLAN OF DIVISION, A CERTIFICATE, 1,941
SIGNED BY ANY AUTHORIZED OFFICER OF THE ORIGINAL ASSOCIATION, 1,942
SHALL BE FILED WITH THE SECRETARY OF STATE ON A FORM PRESCRIBED 1,943
BY THE SECRETARY OF STATE SETTING FORTH THE FOLLOWING: 1,944
(a) THE NAME OF THE ORIGINAL ASSOCIATION AND THE NAME OF 1,946
EACH RESULTING ASSOCIATION; 1,947
(b) A STATEMENT THAT THE ORIGINAL ASSOCIATION HAS ADOPTED 1,949
THE PLAN OF DIVISION, THE MANNER OF ADOPTION, AND THAT THE PLAN 1,950
WAS ADOPTED IN COMPLIANCE WITH THIS SECTION OF THE REVISED CODE; 1,951
47
(c) THE EFFECTIVE DATE OF THE DIVISION, WHICH DATE MAY BE 1,953
ON OR AFTER THE DATE OF FILING OF THE CERTIFICATE; 1,954
(d) A STATEMENT THAT THE ORIGINAL ASSOCIATION WILL BE 1,956
DIVIDED INTO SPECIFIED RESULTING ASSOCIATIONS; 1,957
(e) THE NAME AND ADDRESS OF THE STATUTORY AGENT UPON WHOM 1,959
ANY PROCESS, NOTICE, OR DEMAND AGAINST THE ORIGINAL ASSOCIATION 1,960
MAY BE SERVED, AND THE NAME AND ADDRESS OF A STATUTORY AGENT FOR 1,961
EACH RESULTING ASSOCIATION UPON WHOM PROCESS, NOTICE, OR DEMAND 1,962
AGAINST THAT RESULTING ASSOCIATION MAY BE SERVED. 1,963
(2) THE ARTICLES OF INCORPORATION OF EACH OF THE RESULTING 1,965
ASSOCIATIONS SHALL BE FILED WITH THE CERTIFICATE. 1,966
Sec. 1729.42. (A) A DOMESTIC CORPORATION MAY CONVERT 1,968
ITSELF INTO AN ASSOCIATION BY ADOPTING AN AMENDMENT TO ITS 1,969
ARTICLES OF INCORPORATION IN WHICH IT ELECTS TO BECOME SUBJECT TO 1,970
THIS CHAPTER, TOGETHER WITH ANY CHANGES IN ITS ARTICLES OF 1,971
INCORPORATION AND BYLAWS REQUIRED BY THIS CHAPTER, AND ANY OTHER 1,972
DESIRABLE CHANGES PERMITTED BY THIS CHAPTER. THE AMENDMENT SHALL
BE ADOPTED, FILED, AND RECORDED IN THE MANNER PROVIDED BY THE LAW 1,973
UNDER WHICH THE CORPORATION EXISTS. 1,974
(B) AN ASSOCIATION MAY CONVERT ITSELF TO A DOMESTIC 1,976
CORPORATION BY ADOPTING AN AMENDMENT TO ITS ARTICLES OF 1,977
INCORPORATION IN WHICH IT ELECTS TO BECOME SUBJECT TO ANY OTHER 1,978
CHAPTER OF TITLE XVII OF THE REVISED CODE, IF SO PERMITTED BY 1,980
SUCH CHAPTER, TOGETHER WITH ANY CHANGES IN ITS ARTICLES OF
INCORPORATION AND BYLAWS REQUIRED BY SUCH CHAPTER AND ANY OTHER 1,981
DESIRABLE CHANGES PERMITTED BY SUCH CHAPTER. THE AMENDMENT SHALL 1,982
BE ADOPTED, FILED, AND RECORDED UNDER THIS CHAPTER IN THE SAME 1,983
MANNER AS AN AMENDMENT OF THE ARTICLES OF INCORPORATION UNDER 1,984
SECTIONS 1729.08 AND 1729.09 OF THE REVISED CODE.
Sec. 1729.44. AN ACTION TO SET ASIDE A MERGER, 1,986
CONSOLIDATION, DIVISION, OR CONVERSION OF AN ASSOCIATION, ON THE 1,987
GROUND THAT ANY SECTION OF THE REVISED CODE HAS NOT BEEN COMPLIED 1,988
WITH, SHALL BE BROUGHT WITHIN NINETY DAYS AFTER THE EFFECTIVE
DATE OF THE MERGER, CONSOLIDATION, DIVISION, OR CONVERSION, OR 1,989
48
SUCH ACTION SHALL BE FOREVER BARRED. 1,990
Sec. 1729.46. (A) IN ORDER TO OBTAIN PAYMENT OF THE FAIR 1,992
CASH VALUE, A STOCKHOLDER ENTITLED TO PAYMENT OF THE FAIR CASH 1,993
VALUE OF STOCK UNDER SECTION 1729.09, 1729.35, 1729.36, 1729.40, 1,994
OR 1729.42 OF THE REVISED CODE SHALL DELIVER A WRITTEN DEMAND FOR 1,995
PAYMENT OF THE FAIR CASH VALUE OF THE STOCK TO THE ASSOCIATION NO 1,996
LATER THAN FIFTEEN DAYS AFTER NOTICE IS SENT TO MEMBERS AND 1,997
STOCKHOLDERS IN ACCORDANCE WITH SECTION 1729.09, 1729.35, 1,998
1729.36, 1729.40, OR 1729.42 OF THE REVISED CODE, AS THE CASE MAY 1,999
BE. THE WRITTEN DEMAND SHALL STATE THE NAME AND ADDRESS OF THE 2,000
STOCKHOLDER, THE NUMBER AND CLASS OF THE STOCK FOR WHICH FAIR 2,002
CASH VALUE IS DEMANDED, AND THE AMOUNT CLAIMED BY THE STOCKHOLDER 2,003
TO BE THE FAIR CASH VALUE OF THE STOCK. DELIVERY OF WRITTEN 2,004
DEMAND FOR PAYMENT OF FAIR CASH VALUE OF STOCK IN ACCORDANCE WITH 2,005
THIS SECTION IS SUFFICIENT IF DELIVERED TO THE ASSOCIATION OR TO 2,006
THE SURVIVING OR NEW ASSOCIATION OR ENTITY RESULTING FROM THE
MERGER, CONSOLIDATION, DIVISION, OR CONVERSION, WHETHER THE 2,007
DEMAND IS DELIVERED BEFORE, ON, OR AFTER THE EFFECTIVE DATE OF 2,009
THE ACTION. IF WRITTEN DEMAND IS NOT TIMELY DELIVERED IN 2,010
CONFORMITY WITH THIS SECTION, THE STOCKHOLDER'S RIGHT TO PAYMENT 2,011
OF FAIR CASH VALUE WITH RESPECT TO THE AMENDMENT TO THE ARTICLES 2,012
OF INCORPORATION, AGREEMENT OF MERGER OR CONSOLIDATION, PLAN OF 2,013
DIVISION, OR CONVERSION SHALL BE BARRED.
(B) IF A TIMELY DEMAND IS DELIVERED IN ACCORDANCE WITH 2,015
THIS SECTION, FAIR CASH VALUE OF THE STOCK SHALL BE DETERMINED 2,016
AND PAID TO THE STOCKHOLDER IN ACCORDANCE WITH THE FOLLOWING 2,017
PROCEDURES:
(1) THE ASSOCIATION OR THE SURVIVING, NEW, OR RESULTING 2,019
ASSOCIATION OR ENTITY SHALL SEND A WRITTEN ACKNOWLEDGMENT OF 2,021
RECEIPT OF THE DEMAND FOR FAIR CASH VALUE TO THE ADDRESS 2,022
SPECIFIED IN THE DEMAND NO LATER THAN FIFTEEN DAYS AFTER RECEIPT
OF THE DEMAND. IF THE BOARD OF THE ASSOCIATION OR THE SURVIVING, 2,023
NEW, OR RESULTING ASSOCIATION OR ENTITY BELIEVES THAT THE DEMAND 2,024
HAS FAILED TO COMPLY WITH THE REQUIREMENTS OF THIS SECTION, THE 2,026
49
ACKNOWLEDGMENT SHALL STATE ANY SUCH DEFECTS. THE ACKNOWLEDGMENT 2,027
ALSO SHALL STATE WHAT THE BOARD BELIEVES TO BE THE FAIR CASH 2,028
VALUE OF THE STOCK THAT IS THE SUBJECT OF THE DEMAND. IF THE 2,029
ARTICLES OF INCORPORATION OF THE CONSTITUENT OR ORIGINAL
ASSOCIATION PROVIDE A VALUE FOR THE STOCK UPON REDEMPTION, THE 2,031
FAIR CASH VALUE OF THE STOCK PRESUMPTIVELY SHALL BE THE LESSER OF 2,033
THE REDEMPTION VALUE OR THE FAIR MARKET VALUE OF SUCH STOCK
IMMEDIATELY PRIOR TO THE MERGER, CONSOLIDATION, DIVISION, OR 2,034
CONVERSION.
(2) THE STOCKHOLDER SHALL NOT TRANSFER, ENCUMBER, PLEDGE, 2,036
OR OTHERWISE DISPOSE OF THE STOCK THAT IS THE SUBJECT OF THE 2,037
DEMAND FOR FAIR CASH VALUE, OR ANY CERTIFICATE REPRESENTING SUCH 2,038
STOCK, UNTIL THE DEMAND IS FINALLY RESOLVED BY AGREEMENT, 2,039
WITHDRAWAL, OR FINAL JUDICIAL DETERMINATION AS PROVIDED IN THIS
SECTION. 2,040
(3) IF THE ASSOCIATION'S ARTICLES OF INCORPORATION OR 2,042
BYLAWS PROVIDE A REASONABLE BASIS FOR DETERMINING AND PAYING THE 2,043
FAIR CASH VALUE OF THE STOCK THAT IS THE SUBJECT OF THE DEMAND 2,044
FOR FAIR CASH VALUE, OR IF THE ASSOCIATION OR THE SURVIVING, NEW, 2,045
OR RESULTING ASSOCIATION OR ENTITY AND THE DEMANDING STOCKHOLDER 2,046
REACH AN AGREEMENT ON THE FAIR CASH VALUE OF THE STOCK WITHIN 2,047
THREE MONTHS AFTER DELIVERY OF THE DEMAND FOR FAIR CASH VALUE, 2,048
THE FAIR CASH VALUE OF THE STOCK SHALL BE DETERMINED IN 2,049
ACCORDANCE WITH THE CONSTITUENT OR ORIGINAL ASSOCIATION'S 2,050
ARTICLES OF INCORPORATION OR BYLAWS, OR AS AGREED UPON, AS THE 2,051
CASE MAY BE. THE ASSOCIATION SHALL THEREUPON TENDER PAYMENT OF 2,052
THE FAIR CASH VALUE SO DETERMINED, TO BE PAID TO THE STOCKHOLDER 2,053
WITHIN THIRTY DAYS OF DELIVERY OF ANY CERTIFICATES REPRESENTING 2,054
THE STOCK OR THE STOCKHOLDER'S WRITTEN WAIVER AND RELEASE OF 2,055
CLAIM TO ALL RIGHTS TO THE STOCK TO THE ASSOCIATION OR THE
SURVIVING, NEW, OR RESULTING ASSOCIATION OR ENTITY. WITHOUT 2,056
PRECLUDING OTHER POSSIBLE REASONABLE BASES FOR DETERMINING FAIR 2,058
CASH VALUE OF STOCK UNDER THIS SECTION, A PROVISION IN THE 2,059
CONSTITUENT OR ORIGINAL ASSOCIATION'S ARTICLES OF INCORPORATION
50
OR BYLAWS THAT FAIR CASH VALUE SHALL BE DETERMINED BY FINAL AND 2,061
BINDING ARBITRATION, OR THAT FAIR CASH VALUE SHALL BE THE LESSER 2,062
OF PAR VALUE, BOOK VALUE, OR FAIR MARKET VALUE, SHALL BE
CONSIDERED A REASONABLE BASIS FOR DETERMINING AND PAYING THE FAIR 2,063
CASH VALUE OF STOCK. 2,065
(C) THE RIGHT OF A DEMANDING STOCKHOLDER TO RECEIVE THE 2,067
FAIR CASH VALUE OF STOCK AS TO WHICH THE STOCKHOLDER SEEKS RELIEF 2,068
AND THE OBLIGATION OF THE ASSOCIATION OR THE SURVIVING, NEW, OR 2,069
RESULTING ASSOCIATION OR ENTITY TO FURNISH THE FAIR CASH VALUE 2,071
FOR THOSE INTERESTS TERMINATE IF ANY OF THE FOLLOWING APPLIES:
(1) THE DEMANDING STOCKHOLDER FAILS TO COMPLY WITH THIS 2,073
SECTION.
(2) THE ASSOCIATION ABANDONS THE AMENDMENT OF ARTICLES, 2,075
MERGER, CONSOLIDATION, DIVISION, OR CONVERSION OR IS FINALLY 2,076
ENJOINED OR PREVENTED FROM TAKING SUCH ACTION. 2,077
(3) THE DEMANDING STOCKHOLDER WITHDRAWS THE DEMAND FOR 2,079
FAIR CASH VALUE WITH CONSENT OF THE ASSOCIATION. 2,080
(4) THE DEMANDING STOCKHOLDER ATTEMPTS TO SELL, TRANSFER, 2,082
OR ENCUMBER THE STOCK WHICH IS THE SUBJECT OF THE DEMAND PRIOR TO 2,083
FINAL DETERMINATION OF ITS FAIR CASH VALUE UNDER THIS SECTION OR 2,084
UNDER SECTION 1729.47 OF THE REVISED CODE.
(5) ALL OF THE FOLLOWING APPLY: 2,086
(a) THE ARTICLES OF INCORPORATION OR BYLAWS OF THE 2,088
ASSOCIATION DO NOT PROVIDE A REASONABLE BASIS FOR DETERMINING AND 2,089
PAYING FAIR CASH VALUE TO AN AFFECTED STOCKHOLDER; 2,090
(b) THE ASSOCIATION AND THE AFFECTED STOCKHOLDER HAVE NOT 2,092
AGREED UPON THE FAIR CASH VALUE OF THE STOCK WHICH IS THE SUBJECT 2,093
OF THE DEMAND;
(c) THE AFFECTED STOCKHOLDER DOES NOT FILE A TIMELY 2,095
COMPLAINT UNDER SECTION 1729.47 OF THE REVISED CODE. 2,096
(D) THE FAIR CASH VALUE THAT IS AGREED UPON BY THE 2,098
AFFECTED STOCKHOLDER AND THE ASSOCIATION, OR DETERMINED USING A 2,099
REASONABLE BASIS FOR DETERMINING AND PAYING FAIR CASH VALUE IN 2,100
THE ASSOCIATION'S ARTICLES OF INCORPORATION OR BYLAWS, OR FIXED 2,101
51
BY A COURT IN A PROCEEDING UNDER SECTION 1729.47 OF THE REVISED 2,102
CODE, SHALL BE PAID WITHIN THIRTY DAYS AS FOLLOWS:
(1) IMMEDIATELY TO THE HOLDER OF UNCERTIFICATED STOCK; 2,104
(2) UPON AND SIMULTANEOUSLY WITH THE SURRENDER OF 2,106
CERTIFICATES REPRESENTING CERTIFICATED STOCK. 2,107
Sec. 1729.47. (A) IF THE ASSOCIATION'S ARTICLES OF 2,109
INCORPORATION OR BYLAWS DO NOT PROVIDE A REASONABLE BASIS FOR 2,111
DETERMINING AND PAYING FAIR CASH VALUE OF THE STOCK THAT IS THE 2,112
SUBJECT OF THE DEMAND FOR PAYMENT OF FAIR CASH VALUE AND THE 2,113
AFFECTED STOCKHOLDER HAS NOT AGREED UPON A FAIR CASH VALUE OF THE 2,114
STOCK THAT IS THE SUBJECT OF THE DEMAND WITHIN THREE MONTHS AFTER 2,115
DELIVERY OF THE DEMAND FOR PAYMENT OF FAIR CASH VALUE, THE 2,116
AFFECTED STOCKHOLDER, WITHIN THIRTY DAYS THEREAFTER, MAY FILE A 2,118
COMPLAINT FOR RECOVERY OF FAIR CASH VALUE OF THE STOCK FROM THE 2,120
ASSOCIATION OR THE SURVIVING, NEW, OR RESULTING ASSOCIATION OR
ENTITY IN THE COURT OF COMMON PLEAS OF THE COUNTY IN WHICH THE 2,122
PRINCIPAL OFFICE OF THE ASSOCIATION THAT ISSUED THE STOCK IS OR 2,123
WAS LOCATED. OTHER AFFECTED STOCKHOLDERS WHO HAVE MADE TIMELY 2,125
DEMAND FOR PAYMENT OF FAIR CASH VALUE MAY JOIN AS PLAINTIFFS IN 2,126
THE PROCEEDING AND ANY TWO OR MORE PROCEEDINGS COMMENCED BY 2,127
AFFECTED STOCKHOLDERS MAY BE CONSOLIDATED. THE COMPLAINT SHALL 2,128
CONTAIN A BRIEF STATEMENT OF THE RELEVANT FACTS, INCLUDING THE
VOTE BY MEMBERS OF THE ASSOCIATION, THE FACTS ENTITLING THE 2,129
STOCKHOLDER TO RELIEF UNDER THIS SECTION, AND A DEMAND FOR THAT 2,130
RELIEF. NOTWITHSTANDING THE RULES OF CIVIL PROCEDURE, NO ANSWER 2,131
TO A COMPLAINT FILED UNDER THIS SECTION IS REQUIRED. 2,132
(B) UPON FILING THE COMPLAINT AND UPON MOTION OF THE 2,134
COMPLAINANT, THE COURT SHALL FIX A DATE FOR HEARING ON THE 2,135
COMPLAINT AND REQUIRE SERVICE OF A NOTICE OF THE COMPLAINT AND 2,136
THE DATE FOR HEARING ON THE DEFENDANT IN THE MANNER PRESCRIBED IN 2,137
THE RULES OF CIVIL PROCEDURE FOR SERVICE OF PROCESS. 2,138
(C) ON THE DATE FIXED FOR THE HEARING OR ANY ADJOURNMENT 2,140
THEREOF, THE COURT SHALL DETERMINE FROM THE COMPLAINT AND ANY 2,141
EVIDENCE SUBMITTED AT THE HEARING BY THE PARTIES, WHETHER THE 2,142
52
AFFECTED STOCKHOLDER IS ENTITLED TO THE FAIR CASH VALUE OF STOCK 2,143
THAT IS THE SUBJECT OF THE DEMAND AND, IF THE STOCKHOLDER IS TO 2,144
BE SO PAID, THE NUMBER AND CLASS OF STOCK FOR WHICH PAYMENT IS TO 2,145
BE MADE.
(D) IF THE COURT FINDS THAT THE AFFECTED STOCKHOLDER IS TO 2,147
BE PAID, IT MAY APPOINT ONE OR MORE PERSONS AS APPRAISERS TO 2,148
RECEIVE EVIDENCE AS TO THE FAIR CASH VALUE. THE APPRAISERS SHALL 2,149
HAVE THE POWER AND AUTHORITY THAT THE COURT SPECIFIES IN THE 2,150
ORDER OF APPOINTMENT, AND THE COURT SHALL FIX REASONABLE 2,151
COMPENSATION FOR THE APPRAISERS. AFTER RECEIVING THE
RECOMMENDATION OF ANY APPOINTED APPRAISER, OR IF APPRAISERS ARE 2,152
NOT APPOINTED, THE COURT SHALL MAKE FINDINGS AS TO THE FAIR CASH 2,153
VALUE AND RENDER JUDGMENT FOR THE PAYMENT OF THAT FAIR CASH VALUE 2,154
AND INTEREST AT THE RATE AND FROM THE DATE THE COURT CONSIDERS 2,155
EQUITABLE. THE COSTS OF THE PROCEEDING, INCLUDING COMPENSATION 2,156
OF THE APPOINTED APPRAISERS AS FIXED BY THE COURT, SHALL BE
ASSESSED AS THE COURT CONSIDERS EQUITABLE. 2,157
(E) THE PROCEEDING ON THE COMPLAINT FOR FAIR CASH VALUE IS 2,159
A SPECIAL PROCEEDING, AND FINAL ORDERS IN IT MAY BE VACATED, 2,160
MODIFIED, OR REVERSED ON APPEAL PURSUANT TO THE RULES OF 2,161
APPELLATE PROCEDURE. 2,162
Sec. 1729.49. (A) AS USED IN THIS SECTION, "SUBSTANTIALLY 2,164
ALL" MEANS MORE THAN TWO-THIRDS OF THE ASSOCIATION'S ASSETS, 2,165
MEASURED, IN THE BOARD'S DISCRETION, EITHER BY VALUE AS RECORDED 2,166
IN THE BOOKS AND RECORDS OF THE ASSOCIATION OR BY FAIR MARKET 2,167
VALUE.
(B) UNLESS THE ARTICLES OF INCORPORATION OR THE BYLAWS OF 2,169
AN ASSOCIATION OTHERWISE PROVIDE, A LEASE, SALE, EXCHANGE, 2,170
TRANSFER, OR OTHER DISPOSITION OF ANY ASSETS OF AN ASSOCIATION 2,171
MAY BE MADE UPON TERMS AND FOR CONSIDERATION, WHICH MAY CONSIST, 2,172
IN WHOLE OR IN PART, OF MONEY OR OTHER PROPERTY, INCLUDING SHARES 2,173
OR OTHER SECURITIES OR PROMISSORY OBLIGATIONS OF ANY ASSOCIATION 2,175
OR ENTITY, AS MAY BE AUTHORIZED BY THE BOARD. IF A LEASE, SALE, 2,176
EXCHANGE, TRANSFER, OR OTHER DISPOSITION, OR A SERIES OF SUCH 2,177
53
TRANSACTIONS, WOULD DISPOSE OF ALL, OR SUBSTANTIALLY ALL OF THE 2,178
ASSETS OF THE ASSOCIATION, THEN THE DISPOSITION MAY BE MADE ONLY 2,179
UPON A WRITTEN PLAN OF DISPOSITION PREPARED BY THE BOARD OR BY A 2,180
COMMITTEE SELECTED BY THE BOARD FOR THAT PURPOSE, AND ADOPTED IN 2,181
THE SAME MANNER AS PROVIDED FOR THE ADOPTION OF A RESOLUTION OF
DISSOLUTION IN SECTION 1729.55 OF THE REVISED CODE. A PLAN OF 2,183
DISPOSITION SHALL SET FORTH A GENERAL DESCRIPTION OR SUMMARY OF 2,184
THE ASSETS SUBJECT TO DISPOSITION, THE METHOD OF DISPOSITION, THE 2,185
INTENDED TRANSFEREE OF THE ASSETS, IF KNOWN TO THE BOARD OF 2,186
DIRECTORS, AND A GENERAL DESCRIPTION OF ANY MATERIAL EFFECT THE
BOARD BELIEVES THE DISPOSITION WILL HAVE ON THE INTERESTS OF THE 2,187
MEMBERS AND STOCKHOLDERS. NOTICE OF A MEETING OF THE MEMBERS AT 2,188
WHICH A PLAN OF DISPOSITION WILL BE VOTED ON SHALL BE GIVEN TO 2,189
ALL MEMBERS, WHETHER OR NOT ENTITLED TO VOTE AT THE MEETING. 2,190
SUCH NOTICE SHALL BE ACCOMPANIED BY A COPY OR SUMMARY OF THE PLAN 2,191
OF DISPOSITION AND A BALLOT FOR THOSE MEMBERS ENTITLED TO VOTE ON 2,192
THE PLAN.
(C) THE ASSOCIATION, BY ITS BOARD, MAY ABANDON A PLAN OF 2,195
DISPOSITION, SUBJECT TO THE CONTRACT RIGHTS OF OTHER PERSONS, IF
THE POWER OF ABANDONMENT IS CONFERRED UPON THE BOARD EITHER BY 2,196
THE TERMS OF THE TRANSACTION OR IN THE PLAN OF DISPOSITION. 2,197
(D) AN ACTION TO SET ASIDE A DISPOSITION OF ASSETS BY AN 2,199
ASSOCIATION, ON THE GROUND THAT ANY SECTION OF THE REVISED CODE 2,201
APPLICABLE TO THE LEASE, SALE, EXCHANGE, TRANSFER, OR OTHER 2,202
DISPOSITION OF ALL OR SUBSTANTIALLY ALL THE ASSETS OF SUCH
ASSOCIATION HAS NOT BEEN COMPLIED WITH, SHALL BE BROUGHT WITHIN 2,203
NINETY DAYS AFTER SUCH TRANSACTION, OR SUCH ACTION SHALL BE 2,204
FOREVER BARRED.
Sec. 1729.55. (A) AN ASSOCIATION MAY BE DISSOLVED 2,206
VOLUNTARILY IN THE MANNER PROVIDED IN THIS SECTION. 2,207
(B) A RESOLUTION OF DISSOLUTION FOR AN ASSOCIATION SHALL 2,209
STATE BOTH OF THE FOLLOWING: 2,210
(1) THAT THE ASSOCIATION ELECTS TO BE DISSOLVED; 2,212
(2) ANY ADDITIONAL PROVISION CONSIDERED NECESSARY WITH 2,214
54
RESPECT TO THE PROPOSED DISSOLUTION AND WINDING UP. 2,215
(C) BEFORE SUBSCRIPTIONS FOR MEMBERSHIP AND ANY STOCK OR 2,217
OTHER OWNERSHIP INTEREST HAVE BEEN RECEIVED, THE INCORPORATORS OR 2,218
A MAJORITY OF THE INCORPORATORS MAY ADOPT, BY A WRITING SIGNED BY 2,219
THEM, A RESOLUTION OF DISSOLUTION. 2,220
(D) THE DIRECTORS MAY ADOPT A RESOLUTION OF DISSOLUTION IN 2,222
THE FOLLOWING CASES: 2,223
(1) WHEN THE ASSOCIATION HAS BEEN ADJUDGED BANKRUPT OR HAS 2,225
MADE A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS; 2,226
(2) BY LEAVE OF THE COURT, WHEN A RECEIVER HAS BEEN 2,228
APPOINTED IN A GENERAL CREDITORS' SUIT OR IN ANY SUIT IN WHICH 2,229
THE AFFAIRS OF THE ASSOCIATION ARE TO BE WOUND UP; 2,230
(3) WHEN SUBSTANTIALLY ALL OF THE ASSETS HAVE BEEN SOLD AT 2,232
JUDICIAL SALE OR OTHERWISE; 2,233
(4) WHEN THE ARTICLES OF INCORPORATION HAVE BEEN CANCELED 2,235
FOR FAILURE TO FILE ANNUAL FRANCHISE OR EXCISE TAX RETURNS OR FOR 2,236
FAILURE TO PAY FRANCHISE OR EXCISE TAXES AND THE ASSOCIATION HAS 2,237
NOT BEEN REINSTATED OR DOES NOT DESIRE TO BE REINSTATED; 2,238
(5) WHEN THE PERIOD OF EXISTENCE OF THE ASSOCIATION 2,240
SPECIFIED IN ITS ARTICLES HAS EXPIRED. 2,241
(E) AT A MEETING HELD FOR SUCH PURPOSE, THE MEMBERS MAY 2,243
ADOPT A RESOLUTION OF DISSOLUTION BY THE AFFIRMATIVE VOTE OF 2,244
SIXTY PER CENT OF THE MEMBER VOTES CAST ON SUCH PROPOSAL OR, IF 2,245
THE ARTICLES PROVIDE OR PERMIT, BY THE AFFIRMATIVE VOTE OF A 2,246
GREATER OR LESSER PROPORTION, THOUGH NOT LESS THAN A MAJORITY, OF 2,247
SUCH VOTING POWER, OF ANY PARTICULAR CLASS AS IS REQUIRED BY THE
ARTICLES OF INCORPORATION. NOTICE OF THE MEETING OF THE MEMBERS 2,248
SHALL BE GIVEN TO ALL MEMBERS AND STOCKHOLDERS WHETHER OR NOT 2,249
ENTITLED TO VOTE.
(F) UPON THE ADOPTION OF A RESOLUTION OF DISSOLUTION, A 2,251
CERTIFICATE SHALL BE FILED WITH THE SECRETARY OF STATE, ON A FORM 2,252
PRESCRIBED BY THE SECRETARY OF STATE, STATING ALL OF THE 2,254
FOLLOWING:
(1) THE NAME OF THE ASSOCIATION; 2,256
55
(2) A STATEMENT THAT A RESOLUTION OF DISSOLUTION HAS BEEN 2,258
ADOPTED, ITS MANNER OF ADOPTION, AND, IN THE CASE OF ITS ADOPTION 2,259
BY THE INCORPORATORS OR DIRECTORS, A STATEMENT OF THE BASIS FOR 2,260
SUCH ADOPTION;
(3) THE PLACE IN THIS STATE WHERE THE ASSOCIATION'S 2,262
PRINCIPAL OFFICE IS LOCATED; 2,263
(4) THE NAMES AND ADDRESSES OF THE ASSOCIATION'S DIRECTORS 2,265
AND OFFICERS, OR IF THE RESOLUTION OF DISSOLUTION IS ADOPTED BY 2,266
THE INCORPORATORS, THE NAMES AND ADDRESSES OF THE INCORPORATORS; 2,267
(5) THE NAME AND ADDRESS OF THE ASSOCIATION'S STATUTORY 2,269
AGENT.
(G) SUCH CERTIFICATE SHALL BE SIGNED AS FOLLOWS: 2,271
(1) WHEN THE RESOLUTION OF DISSOLUTION IS ADOPTED BY THE 2,273
INCORPORATORS, THE CERTIFICATE SHALL BE SIGNED BY NOT LESS THAN A 2,275
MAJORITY OF THE INCORPORATORS;
(2) WHEN THE RESOLUTION IS ADOPTED BY THE DIRECTORS OR BY 2,277
THE MEMBERS, THE CERTIFICATE SHALL BE SIGNED BY ANY AUTHORIZED 2,278
OFFICER. HOWEVER, IF NO AUTHORIZED OFFICER EXECUTES AND FILES 2,280
SUCH CERTIFICATE WITHIN THIRTY DAYS AFTER THE ADOPTION OF THE 2,281
RESOLUTION OR UPON ANY DATE SPECIFIED IN THE RESOLUTION AS THE 2,282
DATE UPON WHICH SUCH CERTIFICATE IS TO BE FILED OR UPON THE 2,283
EXPIRATION OF ANY PERIOD SPECIFIED IN THE RESOLUTION AS THE 2,284
PERIOD WITHIN WHICH SUCH CERTIFICATE IS TO BE FILED, WHICHEVER IS 2,285
LATEST, THE CERTIFICATE OF DISSOLUTION MAY BE SIGNED BY ANY THREE
MEMBERS, OR IF THERE ARE LESS THAN THREE MEMBERS, THEN BY ALL OF 2,286
THE MEMBERS, AND SHALL SET FORTH A STATEMENT THAT THE PERSONS 2,287
SIGNING THE CERTIFICATE ARE MEMBERS AND ARE FILING THE 2,288
CERTIFICATE BECAUSE OF THE FAILURE OF AN AUTHORIZED OFFICER TO DO 2,290
SO.
(H) A CERTIFICATE OF DISSOLUTION, FILED WITH THE SECRETARY 2,292
OF STATE, SHALL BE ACCOMPANIED BY ALL OF THE FOLLOWING: 2,293
(1) AN AFFIDAVIT OF ONE OR MORE OF THE PERSONS EXECUTING 2,295
THE CERTIFICATE OF DISSOLUTION OR OF ANY AUTHORIZED OFFICER OF 2,296
THE ASSOCIATION CONTAINING A STATEMENT OF THE COUNTIES, IF ANY, 2,298
56
IN THIS STATE IN WHICH THE ASSOCIATION HAS PERSONAL PROPERTY OR A 2,299
STATEMENT THAT THE ASSOCIATION IS OF A TYPE REQUIRED TO PAY
PERSONAL PROPERTY TAXES TO STATE AUTHORITIES ONLY; 2,300
(2) A RECEIPT, CERTIFICATE, OR OTHER EVIDENCE SHOWING THE 2,302
PAYMENT OF ALL FRANCHISE, SALES, USE, AND HIGHWAY USE TAXES 2,303
ACCRUING UP TO THE DATE OF SUCH FILING, OR THAT SUCH PAYMENT HAS 2,304
BEEN ADEQUATELY GUARANTEED;
(3) A RECEIPT, CERTIFICATE, OR OTHER EVIDENCE SHOWING THE 2,306
PAYMENT OF ALL PERSONAL PROPERTY TAXES ACCRUING UP TO THE DATE OF 2,307
SUCH FILING;
(4) A RECEIPT, CERTIFICATE, OR OTHER EVIDENCE FROM THE 2,309
BUREAU OF EMPLOYMENT SERVICES SHOWING THAT ALL CONTRIBUTIONS DUE 2,310
FROM THE ASSOCIATION AS AN EMPLOYER HAVE BEEN PAID, OR THAT SUCH 2,311
PAYMENT HAS BEEN ADEQUATELY GUARANTEED, OR THAT THE ASSOCIATION 2,312
IS NOT SUBJECT TO SUCH CONTRIBUTIONS;
(5) A RECEIPT, CERTIFICATE, OR OTHER EVIDENCE FROM THE 2,314
BUREAU OF WORKERS' COMPENSATION SHOWING THAT ALL PREMIUMS DUE 2,315
FROM THE ASSOCIATION AS AN EMPLOYER HAVE BEEN PAID, OR THAT SUCH 2,316
PAYMENT HAS BEEN ADEQUATELY GUARANTEED, OR THAT THE ASSOCIATION 2,317
IS NOT SUBJECT TO SUCH PREMIUM PAYMENTS;
(6) IN LIEU OF THE RECEIPT, CERTIFICATE, OR OTHER EVIDENCE 2,319
DESCRIBED IN DIVISION (H)(2), (3), (4), OR (5) OF THIS SECTION, 2,320
AN AFFIDAVIT OF ONE OR MORE PERSONS EXECUTING THE CERTIFICATE OF 2,321
DISSOLUTION OR OF ANY AUTHORIZED OFFICER OF THE ASSOCIATION 2,323
CONTAINING A STATEMENT OF THE DATE UPON WHICH THE PARTICULAR 2,324
DEPARTMENT, AGENCY, OR AUTHORITY WAS ADVISED IN WRITING OF THE 2,325
SCHEDULED DATE OF FILING OF THE CERTIFICATE OF DISSOLUTION AND 2,326
WAS ADVISED IN WRITING OF THE ACKNOWLEDGMENT BY THE ASSOCIATION 2,327
OF THE APPLICABILITY OF SECTION 1729.25 OF THE REVISED CODE. 2,328
(I) UPON THE FILING OF A CERTIFICATE OF DISSOLUTION AND 2,330
THE ACCOMPANYING DOCUMENTS REQUIRED BY DIVISION (H) OF THIS 2,331
SECTION, THE ASSOCIATION SHALL BE DISSOLVED. 2,332
Sec. 1729.56. FOLLOWING THE FILING OF THE CERTIFICATE OF 2,334
DISSOLUTION, THE DIRECTORS OR THE INCORPORATORS WHO FILED THE 2,335
57
CERTIFICATE, AS THE CASE MAY BE, SHALL CAUSE A NOTICE OF 2,336
VOLUNTARY DISSOLUTION TO BE PUBLISHED ONCE A WEEK ON THE SAME DAY 2,337
OF EACH WEEK FOR TWO SUCCESSIVE WEEKS, IN A NEWSPAPER PUBLISHED
AND OF GENERAL CIRCULATION IN THE COUNTY IN WHICH THE PRINCIPAL 2,338
OFFICE OF THE ASSOCIATION WAS TO BE OR IS LOCATED, AND SHALL 2,339
CAUSE WRITTEN NOTICE OF DISSOLUTION TO BE GIVEN TO ALL KNOWN 2,340
CREDITORS OF, AND TO ALL KNOWN CLAIMANTS AGAINST, THE DISSOLVED 2,341
ASSOCIATION.
Sec. 1729.58. (A) WHEN AN ASSOCIATION IS DISSOLVED 2,343
VOLUNTARILY, WHEN THE ARTICLES OF INCORPORATION OF AN ASSOCIATION 2,344
HAVE BEEN CANCELED, WHEN A FINAL ORDER OF A COURT OF COMMON PLEAS 2,345
IS MADE DISSOLVING AN ASSOCIATION UNDER SECTION 1729.59 OF THE 2,346
REVISED CODE, OR WHEN THE PERIOD OF EXISTENCE OF THE ASSOCIATION
SPECIFIED IN ITS ARTICLES OF INCORPORATION HAS EXPIRED, THE 2,347
ASSOCIATION SHALL CEASE TO CARRY ON BUSINESS AND SHALL DO ONLY 2,348
SUCH ACTS AS ARE REQUIRED TO WIND UP ITS AFFAIRS, OR TO OBTAIN 2,349
REINSTATEMENT OF THE ARTICLES IN ACCORDANCE WITH SECTION 1729.11 2,350
OF THE REVISED CODE.
(B) ANY CLAIM EXISTING OR ACTION OR PROCEEDING PENDING BY 2,352
OR AGAINST THE ASSOCIATION OR WHICH WOULD HAVE ACCRUED AGAINST IT 2,353
MAY BE PROSECUTED TO JUDGMENT, WITH RIGHT OF APPEAL AS IN OTHER 2,354
CASES, BUT ANY PROCEEDING, EXECUTION, OR PROCESS, OR THE 2,355
SATISFACTION OR PERFORMANCE OF ANY ORDER, JUDGMENT, OR DECREE, 2,356
MAY BE STAYED AS PROVIDED IN SECTION 1729.59 OF THE REVISED CODE.
(C) ANY PROCESS, NOTICE, OR DEMAND AGAINST THE ASSOCIATION 2,358
MAY BE SERVED BY DELIVERING A COPY TO AN OFFICER, DIRECTOR, 2,359
LIQUIDATOR, OR PERSON HAVING CHARGE OF ITS ASSETS OR, IF NO SUCH 2,360
PERSON CAN BE FOUND, TO THE STATUTORY AGENT. 2,361
(D) THE DIRECTORS OF THE ASSOCIATION OR THEIR SUCCESSORS 2,364
SHALL ACT AS A BOARD OF DIRECTORS IN ACCORDANCE WITH THE ARTICLES
OF INCORPORATION AND BYLAWS UNTIL THE AFFAIRS OF THE ASSOCIATION 2,365
ARE COMPLETELY WOUND UP. SUBJECT TO THE ORDERS OF COURTS OF THIS 2,366
STATE HAVING JURISDICTION OVER THE ASSOCIATION, THE DIRECTORS 2,367
SHALL PROCEED AS SPEEDILY AS IS PRACTICABLE TO A COMPLETE WINDING 2,368
58
UP OF THE AFFAIRS OF THE ASSOCIATION AND, TO THE EXTENT NECESSARY 2,369
OR EXPEDIENT TO THAT END, SHALL EXERCISE ALL THE AUTHORITY OF THE 2,370
ASSOCIATION. WITHOUT LIMITING THE GENERALITY OF SUCH AUTHORITY, 2,371
THE DIRECTORS MAY FILL VACANCIES, ELECT OFFICERS, CARRY OUT
CONTRACTS OF THE ASSOCIATION, MAKE NEW CONTRACTS, BORROW MONEY, 2,372
MORTGAGE OR PLEDGE THE PROPERTY OF THE ASSOCIATION AS SECURITY, 2,373
SELL ITS ASSETS AT PUBLIC OR PRIVATE SALE, MAKE CONVEYANCES IN 2,374
THE ASSOCIATION'S NAME, LEASE REAL ESTATE FOR ANY TERM, INCLUDING 2,375
NINETY-NINE YEARS RENEWABLE FOREVER, SETTLE OR COMPROMISE CLAIMS 2,376
IN FAVOR OF OR AGAINST THE ASSOCIATION, EMPLOY ONE OR MORE
PERSONS AS LIQUIDATORS TO WIND UP THE AFFAIRS OF THE ASSOCIATION 2,377
WITH SUCH AUTHORITY AS THE DIRECTORS SEE FIT TO GRANT, CAUSE THE 2,378
TITLE TO ANY OF THE ASSETS OF THE ASSOCIATION TO BE CONVEYED TO 2,379
SUCH LIQUIDATORS FOR THAT PURPOSE, APPLY ASSETS TO THE PAYMENT OF 2,380
OBLIGATIONS, AND, AFTER PAYING OR ADEQUATELY PROVIDING FOR THE 2,381
PAYMENT OF ALL KNOWN OBLIGATIONS OF THE ASSOCIATION, DISTRIBUTE 2,382
THE REMAINDER OF THE ASSETS EITHER IN CASH OR IN KIND AMONG THE
MEMBERS, PATRONS, AND STOCKHOLDERS ACCORDING TO THEIR RESPECTIVE 2,383
RIGHTS AND INTERESTS. IN ADDITION, THE DIRECTORS MAY PERFORM ALL 2,384
OTHER ACTS NECESSARY OR EXPEDIENT TO THE WINDING UP OF THE 2,385
AFFAIRS OF THE ASSOCIATION.
(E) WITHOUT LIMITING THE AUTHORITY OF THE DIRECTORS, ANY 2,387
ACTION WITHIN THE PURVIEW OF THIS SECTION THAT IS AUTHORIZED OR 2,388
APPROVED AT A MEETING OF THE MEMBERS BY SIXTY PER CENT OF THE 2,389
MEMBER VOTES CAST THEREON SHALL BE CONCLUSIVE FOR ALL PURPOSES 2,390
UPON ALL MEMBERS, PATRONS, AND STOCKHOLDERS OF THE ASSOCIATION. 2,391
(F) ALL DEEDS AND OTHER INSTRUMENTS OF THE ASSOCIATION 2,393
SHALL BE IN THE NAME OF THE ASSOCIATION AND SHALL BE EXECUTED, 2,394
ACKNOWLEDGED, AND DELIVERED BY THE OFFICERS APPOINTED BY THE 2,395
DIRECTORS.
(G) AT ANY TIME DURING THE WINDING UP OF ITS AFFAIRS, THE 2,397
ASSOCIATION BY ITS DIRECTORS MAY MAKE APPLICATION TO THE COURT OF 2,398
COMMON PLEAS OF THE COUNTY IN THIS STATE IN WHICH THE PRINCIPAL 2,399
OFFICE OF THE ASSOCIATION IS LOCATED TO HAVE THE WINDING UP 2,400
59
CONTINUED UNDER SUPERVISION OF THE COURT, AS PROVIDED IN SECTION 2,401
1729.59 OF THE REVISED CODE.
Sec. 1729.59. (A) WITHOUT LIMITING THE GENERALITY OF ITS 2,403
AUTHORITY, THE COURT OF COMMON PLEAS OF THE COUNTY IN THIS STATE 2,404
IN WHICH IS LOCATED THE PRINCIPAL OFFICE OF A VOLUNTARILY 2,405
DISSOLVED ASSOCIATION OR OF AN ASSOCIATION WHOSE ARTICLES HAVE 2,406
BEEN CANCELED OR WHOSE PERIOD OF EXISTENCE HAS EXPIRED, UPON THE 2,407
COMPLAINT OF THE ASSOCIATION, OR A MAJORITY OF THE DIRECTORS, OR 2,408
TEN PER CENT OF THE MEMBERS OR TWENTY MEMBERS, WHICHEVER IS LESS, 2,409
AND UPON SUCH NOTICE TO ALL THE DIRECTORS AND SUCH OTHER PERSONS
INTERESTED AS THE COURT CONSIDERS PROPER, AT ANY TIME MAY ORDER 2,410
AND ADJUDGE ANY OF THE FOLLOWING MATTERS: 2,411
(1) THE PRESENTATION AND PROOF OF ALL CLAIMS AND DEMANDS 2,413
AGAINST THE ASSOCIATION AND OF ALL RIGHTS, INTERESTS, OR LIENS IN 2,414
OR ON ANY OF ITS PROPERTY; THE FIXING OF THE TIME AND THE MANNER 2,415
IN WHICH SUCH PROOF SHALL BE MADE AND THE PERSON TO WHOM SUCH 2,416
PRESENTATION SHALL BE MADE; AND THE BARRING FROM PARTICIPATION IN 2,417
ANY DISTRIBUTION OF ASSETS OF ALL PERSONS FAILING TO MAKE AND 2,419
PRESENT PROOFS AS REQUIRED BY THE ORDER OF THE COURT;
(2) THE STAY OF THE PROSECUTION OF ANY PROCEEDING AGAINST 2,421
THE ASSOCIATION OR INVOLVING ANY OF ITS PROPERTY, AND THE 2,422
REQUIREMENT THAT THE PARTIES TO THE PROCEEDING PRESENT AND PROVE 2,423
THEIR CLAIMS, DEMANDS, RIGHTS, INTERESTS, OR LIENS AT THE TIME 2,424
AND IN THE MANNER REQUIRED OF CREDITORS OR OTHERS; OR THE GRANT 2,425
OF LEAVE TO BRING OR MAINTAIN AN INDEPENDENT PROCEEDING TO
ENFORCE LIENS; 2,426
(3) THE SETTLEMENT OR DETERMINATION OF ALL CLAIMS OF EVERY 2,428
NATURE AGAINST THE ASSOCIATION OR ANY OF ITS PROPERTY; THE 2,429
DETERMINATION OF THE ASSETS REQUIRED TO BE RETAINED TO PAY OR 2,430
PROVIDE FOR THE PAYMENT OF SUCH CLAIMS OR ANY CLAIM; THE 2,431
DETERMINATION OF THE ASSETS AVAILABLE FOR DISTRIBUTION AMONG AND 2,432
RIGHTS OF MEMBERS, PATRONS, AND STOCKHOLDERS; AND THE MAKING OF
NEW PARTIES TO THE PROCEEDING SO FAR AS THE COURT CONSIDERS 2,433
PROPER FOR THE DETERMINATION OF ALL MATTERS; 2,434
60
(4) THE PRESENTATION AND FILING OF INTERMEDIATE AND FINAL 2,436
ACCOUNTS OF THE DIRECTORS OR OF THE LIQUIDATORS AND HEARINGS ON 2,437
THEM; THE ALLOWANCE, DISALLOWANCE, OR SETTLEMENT OF THE ACCOUNTS; 2,438
AND THE DISCHARGE OF THE DIRECTORS, THE LIQUIDATORS, OR ANY OF 2,439
THEM FROM THEIR DUTIES AND LIABILITIES;
(5) THE APPOINTMENT OF A SPECIAL MASTER COMMISSIONER TO 2,441
HEAR AND DETERMINE ANY SUCH MATTERS WITH SUCH AUTHORITY AS THE 2,442
COURT CONSIDERS PROPER;
(6) THE FILLING OF ANY VACANCIES IN THE NUMBER OF 2,444
DIRECTORS OR LIQUIDATORS WHEN THE DIRECTORS ARE UNABLE TO ACT ON 2,445
THE VACANCIES FOR WANT OF A QUORUM OR FOR ANY OTHER REASON; 2,446
(7) THE APPOINTMENT OF A RECEIVER, IN ACCORDANCE WITH THE 2,448
USAGE OF A COURT IN EQUITABLE MATTERS, TO WIND UP THE AFFAIRS OF 2,449
THE ASSOCIATION, TO TAKE CUSTODY OF ANY OF ITS PROPERTY, OR FOR 2,450
ANY OTHER PURPOSE;
(8) THE ISSUANCE OR ENTRY OF ANY INJUNCTION OR ANY OTHER 2,452
ORDER THAT THE COURT CONSIDERS PROPER IN THE ADMINISTRATION OF 2,453
THE TRUST INVOLVED IN THE WINDING UP OF THE AFFAIRS OF THE 2,454
ASSOCIATION AND THE GIVING OF NOTICE OF THE ENTRY OF INJUNCTION 2,455
OR ORDER;
(9) THE ALLOWANCE AND PAYMENT OF COMPENSATION TO THE 2,457
DIRECTORS OR ANY OF THEM, TO LIQUIDATORS, TO A RECEIVER, TO THE 2,458
ATTORNEY FOR THE COMPLAINANT, OR TO ANY PERSON PROPERLY RENDERING 2,459
SERVICES BENEFICIAL TO THE ASSOCIATION OR TO THOSE INTERESTED IN 2,460
IT;
(10) THE ENTRY OF A JUDGMENT OR DECREE THAT, IF IT SO 2,462
PROVIDES, MAY OPERATE AS THE DEED OR OTHER INSTRUMENT ORDERED TO 2,463
BE EXECUTED, OR THE APPOINTMENT OF A MASTER TO EXECUTE SUCH DEED 2,464
OR INSTRUMENT IN THE NAME OF THE ASSOCIATION WITH THE SAME EFFECT 2,465
AS IF EXECUTED BY AN AUTHORIZED OFFICER PURSUANT TO AUTHORITY 2,466
CONFERRED BY THE DIRECTORS OR THE MEMBERS, PATRONS, AND
STOCKHOLDERS OF THE ASSOCIATION, WHENEVER THERE IS NO OFFICER OR 2,467
AGENT COMPETENT TO EXECUTE SUCH DEED OR INSTRUMENT, WHENEVER THE 2,468
ASSOCIATION OR ITS OFFICERS DO NOT PERFORM OR COMPLY WITH A 2,469
61
JUDGMENT OR DECREE OF COURT, OR WHENEVER THE COURT CONSIDERS IT 2,470
PROPER.
(B) A JUDICIAL PROCEEDING UNDER THIS SECTION CONCERNING 2,472
THE WINDING UP OF THE AFFAIRS OF AN ASSOCIATION IS A SPECIAL 2,473
PROCEEDING, AND FINAL ORDERS IN THE PROCEEDING MAY BE VACATED, 2,474
MODIFIED, OR REVERSED ON APPEAL PURSUANT TO THE RULES OF 2,475
APPELLATE PROCEDURE AND, TO THE EXTENT NOT IN CONFLICT WITH THOSE 2,476
RULES, CHAPTER 2505. OF THE REVISED CODE.
Sec. 1729.60. (A) WHENEVER, AFTER AN ASSOCIATION IS 2,478
DISSOLVED VOLUNTARILY, THE ARTICLES OF AN ASSOCIATION HAVE BEEN 2,479
CANCELED, OR THE PERIOD OF EXISTENCE OF AN ASSOCIATION HAS 2,480
EXPIRED, A RECEIVER IS APPOINTED TO WIND UP THE AFFAIRS OF THE 2,481
ASSOCIATION, ALL THE CLAIMS, DEMANDS, RIGHTS, INTERESTS, OR LIENS 2,482
OF CREDITORS, CLAIMANTS, MEMBERS, PATRONS, AND STOCKHOLDERS SHALL
BE DETERMINED AS OF THE DAY ON WHICH THE RECEIVER WAS APPOINTED. 2,483
UNLESS IT IS OTHERWISE ORDERED, SUCH APPOINTMENT VESTS IN THE 2,484
RECEIVER AND SUCCESSORS OF THE RECEIVER THE RIGHT TO THE 2,485
IMMEDIATE POSSESSION OF ALL THE PROPERTY OF THE ASSOCIATION, 2,486
WHICH SHALL, IF SO ORDERED, EXECUTE AND DELIVER CONVEYANCES OF
SUCH PROPERTY TO THE RECEIVER. 2,487
(B) ANY OFFICER, DIRECTOR, MEMBER, OR OTHER PERSON, 2,489
WHETHER A RESIDENT OF THE STATE OR A NONRESIDENT AND HOWEVER 2,490
INTERESTED, MAY BE APPOINTED AS RECEIVER. 2,491
(C) THE RECEIVER SHALL HAVE ALL THE AUTHORITY VESTED IN 2,493
THE DIRECTORS AND OFFICERS OF THE ASSOCIATION, SHALL EXERCISE 2,494
SUCH AUTHORITY SUBJECT TO SUCH ORDERS AS ARE MADE BY THE COURT, 2,495
AND MAY BE REQUIRED TO QUALIFY BY GIVING BOND TO THE STATE IN 2,496
SUCH AMOUNT AS THE COURT FIXES, WITH SURETY TO THE SATISFACTION 2,497
OF THE CLERK OF THE COURT, CONDITIONED FOR THE FAITHFUL DISCHARGE 2,498
OF DUTIES AND FOR A DUE ACCOUNTING FOR ALL MONEY OR PROPERTY 2,499
RECEIVED.
Sec. 1729.61. (A) AN ASSOCIATION MAY BE DISSOLVED 2,501
JUDICIALLY AND ITS AFFAIRS WOUND UP BY AN ORDER OF THE COURT OF 2,502
COMMON PLEAS OF THE COUNTY IN THIS STATE IN WHICH THE ASSOCIATION 2,503
62
HAS ITS PRINCIPAL OFFICE, IN AN ACTION BROUGHT BY THE MEMBERS 2,504
HAVING SIXTY PER CENT OF THE VOTING POWER OF THE ASSOCIATION ON 2,505
SUCH PROPOSAL, OR THE HOLDERS OF SUCH LESSER PROPORTION AS ARE
ENTITLED BY THE ARTICLES OF INCORPORATION TO DISSOLVE THE 2,506
ASSOCIATION VOLUNTARILY, WHEN IT IS ESTABLISHED THAT IT IS 2,507
BENEFICIAL TO THE MEMBERS, PATRONS, AND STOCKHOLDERS THAT THE 2,508
ASSOCIATION BE JUDICIALLY DISSOLVED.
(B) A COMPLAINT FOR JUDICIAL DISSOLUTION SHALL BE VERIFIED 2,510
BY ANY OF THE COMPLAINANTS AND SHALL SET FORTH FACTS SHOWING THAT 2,511
THE CASE IS AS SPECIFIED IN THIS SECTION. UNLESS THE 2,512
COMPLAINANTS SET FORTH IN THE COMPLAINT THAT THEY ARE UNABLE TO 2,513
ANNEX A LIST OF MEMBERS, PATRONS, OR STOCKHOLDERS, A SCHEDULE 2,514
SHALL BE ANNEXED TO THE COMPLAINT SETTING FORTH THE NAME AND
ADDRESS OF EACH MEMBER, PATRON, AND STOCKHOLDER, IF IT IS KNOWN, 2,515
OR THE FACT THAT IT IS NOT KNOWN. 2,517
(C) UPON THE FILING OF A COMPLAINT FOR JUDICIAL 2,519
DISSOLUTION, THE COURT WITH WHICH IT IS FILED SHALL HAVE POWER TO 2,520
ISSUE INJUNCTIONS, TO APPOINT A RECEIVER WITH SUCH AUTHORITY AND 2,521
DUTIES AS THE COURT FROM TIME TO TIME MAY DIRECT, TO TAKE SUCH 2,522
OTHER PROCEEDINGS AS MAY BE NECESSARY TO PROTECT THE PROPERTY OR 2,523
THE RIGHTS OF THE MEMBERS, PATRONS, AND STOCKHOLDERS, AND TO
CARRY ON THE BUSINESS OF THE ASSOCIATION UNTIL A FULL HEARING CAN 2,524
BE CONDUCTED. UPON OR AFTER THE FILING OF A COMPLAINT FOR 2,525
JUDICIAL DISSOLUTION, THE COURT, BY INJUNCTION OR ORDER, MAY STAY 2,526
THE PROSECUTION OF ANY PROCEEDING AGAINST THE ASSOCIATION OR 2,527
INVOLVING ANY OF ITS PROPERTY AND REQUIRE THE PARTIES TO THE
PROCEEDING TO PRESENT AND PROVE THEIR CLAIMS, DEMANDS, RIGHTS, 2,528
INTERESTS, OR LIENS, AT THE TIME AND IN THE MANNER REQUIRED OF 2,529
CREDITORS OR OTHERS. THE COURT MAY REFER THE COMPLAINT TO A 2,530
SPECIAL MASTER COMMISSIONER.
(D) AFTER A HEARING UPON SUCH NOTICE AS THE COURT MAY 2,532
DIRECT TO BE GIVEN TO ALL PARTIES TO THE PROCEEDING AND TO ANY 2,533
OTHER PARTIES IN INTEREST DESIGNATED BY THE COURT, A FINAL ORDER 2,534
BASED EITHER UPON THE EVIDENCE, OR UPON THE REPORT OF THE SPECIAL 2,535
63
MASTER COMMISSIONER IF ONE HAS BEEN APPOINTED, SHALL BE MADE 2,536
DISSOLVING THE ASSOCIATION OR DISMISSING THE COMPLAINT. AN
ORDER OR JUDGMENT FOR THE JUDICIAL DISSOLUTION OF AN ASSOCIATION 2,537
SHALL CONTAIN A CONCISE STATEMENT OF THE PROCEEDINGS LEADING UP 2,538
TO THE ORDER OR JUDGMENT, THE NAME OF THE ASSOCIATION, THE PLACE 2,539
IN THIS STATE WHERE ITS PRINCIPAL OFFICE IS LOCATED, THE NAMES 2,540
AND ADDRESSES OF ITS DIRECTORS AND OFFICERS, THE NAME AND ADDRESS 2,541
OF A STATUTORY AGENT, AND, IF DESIRED, SUCH OTHER PROVISIONS WITH
RESPECT TO THE JUDICIAL DISSOLUTION AND WINDING UP AS ARE 2,542
CONSIDERED NECESSARY OR DESIRABLE. A CERTIFIED COPY OF SUCH 2,543
ORDER SHALL BE FILED IN THE OFFICE OF THE SECRETARY OF STATE, 2,544
WHEREUPON THE ASSOCIATION SHALL BE DISSOLVED. TO THE EXTENT 2,545
CONSISTENT WITH ORDERS ENTERED IN SUCH PROCEEDING, THE EFFECT OF
SUCH JUDICIAL DISSOLUTION SHALL BE THE SAME AS IN THE CASE OF 2,546
VOLUNTARY DISSOLUTION, AND THE PROVISIONS OF SECTIONS 1729.58, 2,547
1729.59, AND 1729.60 OF THE REVISED CODE RELATING TO THE 2,548
AUTHORITY AND DUTIES OF DIRECTORS DURING THE WINDING UP OF THE
AFFAIRS OF AN ASSOCIATION DISSOLVED VOLUNTARILY, WITH RESPECT TO 2,549
THE JURISDICTION OF COURTS OVER THE WINDING UP OF THE AFFAIRS OF 2,550
AN ASSOCIATION, AND WITH RESPECT TO RECEIVERS FOR WINDING UP THE 2,551
AFFAIRS OF AN ASSOCIATION, SHALL BE APPLICABLE TO ASSOCIATIONS 2,552
JUDICIALLY DISSOLVED.
(E) A PROCEEDING UNDER THIS SECTION FOR JUDICIAL 2,554
DISSOLUTION OF AN ASSOCIATION IS A SPECIAL PROCEEDING, AND FINAL 2,555
ORDERS IN IT MAY BE VACATED, MODIFIED, OR REVERSED ON APPEAL 2,556
PURSUANT TO THE RULES OF APPELLATE PROCEDURE AND, TO THE EXTENT 2,557
NOT IN CONFLICT WITH THOSE RULES, CHAPTER 2505. OF THE REVISED 2,558
CODE.
Sec. 1729.67. (A) A COOPERATIVE AND ANY MEMBER MAY MAKE 2,560
MARKETING AGREEMENTS, WHETHER WRITTEN SEPARATELY OR CONTAINED IN 2,561
THE BYLAWS, IN WHICH THE MEMBER AGREES TO DO ANY OF THE 2,563
FOLLOWING:
(1) SELL, MARKET, OR DELIVER ALL OR ANY SPECIFIED PART OF 2,565
PRODUCTS PRODUCED OR TO BE PRODUCED EITHER BY THE MEMBER OR UNDER 2,566
64
THE MEMBER'S CONTROL, TO OR THROUGH THE COOPERATIVE OR ANY 2,567
FACILITIES FURNISHED BY IT;
(2) AUTHORIZE THE COOPERATIVE OR ANY FACILITIES FURNISHED 2,569
BY IT TO ACT FOR THE MEMBER IN ANY MANNER WITH RESPECT TO ALL OR 2,570
ANY SPECIFIED PART OF PRODUCTS PRODUCED OR TO BE PRODUCED EITHER 2,571
BY THE MEMBER OR UNDER THE MEMBER'S CONTROL AND ANY SERVICES TO 2,572
BE FURNISHED BY THE MEMBER;
(3) BUY OR PROCURE ALL OR A SPECIFIED PART OF GOODS OR 2,574
SERVICES FROM OR THROUGH THE COOPERATIVE OR ANY FACILITIES 2,575
FURNISHED BY IT;
(4) AUTHORIZE THE COOPERATIVE OR ANY FACILITIES FURNISHED 2,577
BY IT TO ACT FOR THE MEMBER IN ANY MANNER IN THE PROCUREMENT OF 2,578
GOODS OR SERVICES FOR THE MEMBER. 2,579
(B) THE TERM OF MARKETING AGREEMENTS MAY NOT EXCEED TEN 2,581
YEARS.
(C) A MARKETING AGREEMENT AUTHORIZED BY DIVISION (A) OF 2,583
THIS SECTION MAY REQUIRE THAT LIQUIDATED DAMAGES BE PAID BY THE 2,584
MEMBER IN THE EVENT OF A BREACH OF THE MARKETING AGREEMENT. 2,585
LIQUIDATED DAMAGES SHALL BE SPECIFIC, REASONABLE SUMS. ANY 2,586
PROVISIONS FOR LIQUIDATED DAMAGES SHALL BE ENFORCEABLE AND NOT 2,587
REGARDED AS PENALTIES.
(D) IF A MEMBER BREACHES OR THREATENS TO BREACH A 2,589
MARKETING AGREEMENT AUTHORIZED BY THIS SECTION, THE COOPERATIVE 2,590
SHALL BE ENTITLED TO AN INJUNCTION TO PREVENT THE BREACH OR ANY 2,591
FURTHER BREACH, AND TO A DECREE OF SPECIFIC PERFORMANCE. UPON 2,592
FILING OF A VERIFIED COMPLAINT SHOWING THE BREACH OR THREATENED 2,593
BREACH, AND UPON FILING A SUFFICIENT BOND, THE COOPERATIVE IS
ENTITLED TO A TEMPORARY RESTRAINING ORDER AGAINST THE MEMBER. 2,594
(E) IF ANY MARKETING AGREEMENT AUTHORIZED BY DIVISION 2,597
(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 2,598
THE MEMBER DURING THE LIFE OF THE MARKETING AGREEMENT FOR ANY 2,599
PRODUCT PRODUCED OR TO BE PRODUCED BY THE MEMBER OR FOR ANY 2,600
SERVICES PERFORMED OR TO BE PERFORMED IN PRODUCING ANY PRODUCT, 2,601
65
ANY PERSON WHO ACCEPTS OR RECEIVES THE PRODUCT FROM THE MEMBER IS 2,602
BOUND BY THE ASSIGNMENT AFTER RECEIVING WRITTEN NOTICE FROM THE
COOPERATIVE OR THE MEMBER OF THE AMOUNT AND DURATION OF THE 2,603
ASSIGNMENT. HOWEVER, AS TO ANY SEASONAL CROP, IF NO FUNDS ARE 2,604
PAID OR BECOME PAYABLE BY ANY PERSON UNDER SUCH AN ASSIGNMENT FOR 2,605
A PERIOD OF TWO CONSECUTIVE YEARS DURING THE LIFE OF THE 2,606
MARKETING AGREEMENT, THEREAFTER THE ASSIGNMENT SHALL NOT BE 2,607
BINDING UPON ANY PERSON WHO RECEIVES OR ACCEPTS SUCH PRODUCT FROM
THE MEMBER UNTIL THE ASSIGNMENT IS REAFFIRMED BY THE MEMBER IN 2,608
WRITING AND WRITTEN NOTICE IS GIVEN BY THE COOPERATIVE OR THE 2,609
MEMBER. ANY SUCH REAFFIRMATION SHALL CONTINUE TO BE EFFECTIVE 2,610
DURING THE LIFE OF THE MARKETING AGREEMENT UNTIL ANOTHER SUCH 2,611
LAPSE OF TWO CONSECUTIVE YEARS OCCURS.
Sec. 1729.68. (A) NO PROCESSOR, HANDLER, DISTRIBUTOR, OR 2,613
DEALER, OR AGENT THEREOF, WHO PURCHASES OR CONTRACTS TO PURCHASE 2,614
ANY PRODUCT FROM A PERSON WHO PRODUCED THE PRODUCT, OR PROCURES 2,615
FOR, SELLS, OR OTHERWISE FURNISHES INPUTS, SERVICES, OR SUPPLIES 2,616
TO A PERSON SHALL DO EITHER OF THE FOLLOWING: 2,617
(1) USE DURESS AGAINST, COERCE, OR BOYCOTT THE PERSON IN 2,619
THE EXERCISE OF THE PERSON'S RIGHTS TO JOIN AND BELONG TO A 2,620
COOPERATIVE;
(2) DISCRIMINATE AGAINST THE PERSON WITH RESPECT TO PRICE, 2,622
QUANTITY, OR QUALITY, OR OTHER TERMS OF PURCHASE OR SALE OF 2,623
PRODUCTS OR PRODUCE, SERVICES, OR SUPPLIES, SOLELY BY REASON OF 2,624
THE PERSON'S MEMBERSHIP IN OR MARKETING AGREEMENT WITH A 2,625
COOPERATIVE.
(B) A MEMBER OR COOPERATIVE ON BEHALF OF ITS MEMBER OR 2,627
MEMBERS MAY BRING AN ACTION TO ENJOIN ANY VIOLATION OF THIS 2,628
SECTION, AND, UPON FILING A SUFFICIENT BOND, A COOPERATIVE IS 2,629
ENTITLED TO A TEMPORARY RESTRAINING ORDER AGAINST ANYONE WHO 2,630
VIOLATES OR THREATENS TO VIOLATE THIS SECTION AS SET FORTH IN THE 2,631
COMPLAINT IN THE COURT OF COMMON PLEAS OF THE COUNTY IN WHICH THE
VIOLATION OCCURRED. ACTIONS AGAINST DIFFERENT DEFENDANTS MAY BE 2,632
CONSOLIDATED, IN THE DISCRETION OF THE COURT, IF THE ALLEGED 2,633
66
VIOLATIONS ARE OF THE SAME PROVISION, HAVE OCCURRED IN THE SAME 2,634
OR ADJOINING COUNTIES, RELATE TO THE SAME PRODUCT, SERVICE, OR 2,635
SUPPLY, AND THE CONSOLIDATION CAN BE MADE WITHOUT PREJUDICE TO A 2,636
SUBSTANTIAL RIGHT OF ANY DEFENDANT.
(C) ANY PERSON WHO SOLICITS OR PERSUADES OR PERMITS OR 2,638
AIDS OR ABETS, INDUCES, OR ATTEMPTS TO INDUCE, ANY MEMBER OR 2,639
OTHER PERSON TO BREACH A MARKETING AGREEMENT WITH A COOPERATIVE, 2,640
BY ACCEPTING OR RECEIVING FROM THE MEMBER OR OTHER PERSON, 2,641
PRODUCTS FOR SALE, MARKETING, MANUFACTURING, OR PROCESSING FOR 2,642
SALE, CONTRARY TO THE TERMS OF ANY MARKETING AGREEMENT OF WHICH
THE INTERFERING PERSON HAS KNOWLEDGE OR NOTICE, IS LIABLE TO THE 2,643
COOPERATIVE FOR DAMAGES CAUSED BY SUCH INTERFERENCE, AND THE 2,644
COOPERATIVE IS ENTITLED TO AN INJUNCTION AGAINST THE INTERFERING 2,645
PERSON TO PREVENT FURTHER BREACHES AND A MULTIPLICITY OF ACTIONS. 2,646
(D) ANY PERSON THAT VIOLATES OR THREATENS TO VIOLATE THIS 2,649
SECTION SHALL PAY TO THE COOPERATIVE THE COOPERATIVE'S REASONABLE 2,650
ATTORNEY'S FEES AND OTHER COSTS INCURRED BY THE COOPERATIVE IN 2,651
ANY LITIGATION OR PROCEEDING AT LAW OR IN EQUITY TO ENFORCE OR 2,652
DEFEND THE COOPERATIVE'S RIGHTS AND INTERESTS THAT ARE PROTECTED 2,653
UNDER THIS SECTION. 2,654
Sec. 1729.69. (A) IT SHALL BE UNLAWFUL FOR A HANDLER TO 2,656
COMMIT AN UNFAIR MARKETING PRACTICE, AS DEFINED IN DIVISION (B) 2,659
OF THIS SECTION, WHENEVER A MARKETING COOPERATIVE HAS BEEN 2,660
AUTHORIZED BY ITS MEMBERS TO BARGAIN ON BEHALF OF ITS MEMBERS FOR 2,661
SALES CONTRACTS WITH A HANDLER AND ANY OF THE FOLLOWING 2,663
CONDITIONS EXIST:
(1) MEMBERS OF THE MARKETING COOPERATIVE ARE OBLIGATED TO 2,665
PRODUCE AND DELIVER AGRICULTURAL PRODUCTS OR PRODUCE UNDER SALES 2,666
CONTRACTS NEGOTIATED BY THE MARKETING ASSOCIATION. 2,667
(2) MEMBERS OF THE MARKETING COOPERATIVE REPRESENT, ON THE 2,669
YEARLY AVERAGE CALCULATED OVER THE IMMEDIATE TWO PRECEDING 2,670
CALENDAR YEARS, AT LEAST FIFTY-ONE PER CENT OF THE PRODUCERS WHO 2,671
DELIVERED SUCH PRODUCTS OR PRODUCE TO THE SPECIFIED FACILITY OF 2,672
THE HANDLER UNDER SALES CONTRACTS.
67
(3) MEMBERS OF THE MARKETING COOPERATIVE DELIVERED, UNDER 2,674
SALES CONTRACTS, ON THE YEARLY AVERAGE CALCULATED OVER THE 2,675
IMMEDIATE TWO PRECEDING CALENDAR YEARS, AT LEAST FIFTY PER CENT 2,676
OF THE TOTAL AMOUNT OF SUCH AGRICULTURAL PRODUCTS DELIVERED TO 2,677
SUCH FACILITY UNDER SALES CONTRACTS.
(4) THE MARKETING COOPERATIVE, IF REQUESTED BY THE 2,679
HANDLER, PRESENTS TO THE HANDLER COPIES OF THE AGREEMENTS WITH 2,681
ITS MEMBERS AUTHORIZING THE MARKETING COOPERATIVE TO BARGAIN ON 2,682
BEHALF OF ITS MEMBERS FOR SALES CONTRACTS FOR THE AGRICULTURAL 2,683
PRODUCTS THAT ARE THE SUBJECT OF THE SALES CONTRACT UNDER
NEGOTIATION. 2,684
(B) FOR PURPOSES OF THIS SECTION, IT IS AN UNFAIR 2,687
MARKETING PRACTICE IF EITHER OF THE FOLLOWING APPLIES: 2,688
(1) IF THE HANDLER OR THE MARKETING COOPERATIVE THAT IS 2,690
BARGAINING FAILS TO BARGAIN IN GOOD FAITH IN NEGOTIATING SALES 2,691
CONTRACTS FOR AGRICULTURAL PRODUCTS TO BE DELIVERED TO A FACILITY 2,692
OF THE HANDLER;
(2) IF A HANDLER ENTERS INTO A SALES CONTRACT DIRECTLY 2,694
WITH A PRODUCER, PERTAINING TO AGRICULTURAL PRODUCTS TO BE 2,695
DELIVERED TO THE SAME FACILITY, WITH THE INTENT TO CAUSE THE 2,696
MARKETING COOPERATIVE TO FAIL TO MEET THE CONDITIONS SET FORTH IN 2,697
DIVISIONS (A)(2) AND (3) OF THIS SECTION.
Sec. 1729.70. (A) AN AGRICULTURAL COOPERATIVE IS NOT A 2,699
CONSPIRACY, A COMBINATION IN RESTRAINT OF TRADE, AN ILLEGAL 2,700
MONOPOLY, OR AN ATTEMPT TO LESSEN COMPETITION OR TO FIX PRICES 2,701
ARBITRARILY; AND THE MARKETING AGREEMENTS BETWEEN SUCH AN 2,702
AGRICULTURAL COOPERATIVE AND ITS MEMBERS, OR ANY OTHER MARKETING 2,703
AGREEMENTS OR SALES CONTRACTS AUTHORIZED OR DESCRIBED IN SECTIONS 2,704
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 2,705
COMBINATION TO ACCOMPLISH AN IMPROPER OR ILLEGAL PURPOSE. 2,706
(B) AN AGRICULTURAL COOPERATIVE, UPON RESOLUTION OF ITS 2,708
BOARD, MAY ENTER INTO MARKETING AGREEMENTS AND OTHER ARRANGEMENTS 2,710
WITH ANY OTHER AGRICULTURAL COOPERATIVE. ANY TWO OR MORE 2,712
68
AGRICULTURAL COOPERATIVES MAY, BY AGREEMENT BETWEEN THEM, UNITE 2,713
IN EMPLOYING OR SEPARATELY EMPLOY THE SAME PERSONNEL, METHODS, 2,714
MEANS, AND AGENCIES FOR CARRYING ON THEIR RESPECTIVE BUSINESSES. 2,715
AGRICULTURAL COOPERATIVES, ACTING SINGLY OR COLLECTIVELY, MAY
MEET IN CONFERENCE WITH TWO OR MORE PURCHASERS OF THEIR PRODUCTS 2,716
WHO ARE ACTING COLLECTIVELY, AND MAY AT THE CONFERENCE FIX BY 2,717
AGREEMENT THE PRICES TO BE PAID BY THE PURCHASERS TO THE 2,718
AGRICULTURAL COOPERATIVE FOR THE PRODUCTS. SUCH CONCERTED ACTION 2,719
BY THE PURCHASERS IS NOT A CONTRACT IN RESTRAINT OF TRADE. 2,720
Sec. 1729.25 1729.76. Any corporation or FOREIGN 2,730
association organized under laws of another state that are 2,731
generally similar to sections 1729.01 to 1729.27, inclusive of
the Revised Code, may carry on any proper activities in this 2,732
state upon compliance with the general regulations applicable to 2,733
foreign corporations desiring to do business in this state. All 2,734
contracts which THAT could be made by any association 2,736
incorporated under such sections, THIS CHAPTER AND that are made 2,737
by or with such foreign associations, shall be enforceable in 2,738
this state with all of the remedies set forth in such sections 2,739
THIS CHAPTER.
Sec. 1729.22 1729.80. An association may organize, form, 2,748
operate, own, control, have an interest in, own stock of, or be a 2,750
member of any other corporations engaged in preserving, drying, 2,752
processing, canning, packing, storing, handling, shipping, 2,753
utilizing, manufacturing, marketing, or selling the agricultural
products handled by the association or the by-products of such 2,754
products.
If such other corporations are warehousing corporations, 2,756
they may issue legal warehouse receipts to the association or to 2,758
any other person against commodities delivered to them, and such 2,759
legal warehouse receipts shall be considered an adequate 2,760
collateral to the extent of the usual and current value of the 2,761
commodity represented by them COOPERATIVE, CORPORATION, OR OTHER
FORM OF ORGANIZATION. 2,762
69
Sec. 1729.23 1729.84. Any law which is in conflict with 2,771
sections 1729.01 to 1729.27, inclusive, of the Revised Code, 2,773
shall be construed as not applying to the associations provided 2,774
for in such sections.
Any exemptions under any law applying to agricultural 2,776
products in the possession or under the control of the individual 2,777
producer shall also SHALL apply to such products delivered by its 2,779
farmer PRODUCER members, as long as such products are in the 2,781
possession or under the control of the association AN
AGRICULTURAL COOPERATIVE. 2,782
Sec. 1729.85. MEMBERSHIP STOCK AND PATRONAGE STOCK OF AN 2,784
ASSOCIATION ARE NOT TO BE CONSIDERED SECURITIES UNDER CHAPTER 2,786
1707. OF THE REVISED CODE.
Sec. 1729.86. (A) EXCEPT AS OTHERWISE PROVIDED IN THIS 2,788
CHAPTER, THIS CHAPTER APPLIES TO ALL ASSOCIATIONS, WHETHER 2,789
ORGANIZED UNDER THIS CHAPTER PRIOR TO THE EFFECTIVE DATE OF THIS 2,790
SECTION OR ON OR AFTER THAT DATE.
(B) ANY LAW THAT IS IN CONFLICT WITH THIS CHAPTER SHALL BE 2,792
CONSTRUED AS NOT APPLYING TO ASSOCIATIONS PROVIDED FOR IN THIS 2,793
CHAPTER.
Sec. 1729.99. (A) Whoever violates section 1729.181 2,802
1729.04 of the Revised Code shall be fined not less than fifty 2,803
FIVE HUNDRED nor more than five TWENTY-FIVE hundred dollars for 2,804
each offense. 2,806
(B) Whoever VIOLATES DIVISION (A) OF SECTION 1729.68 OR 2,808
commits an unfair marketing practice as defined in section 2,809
1729.192 1729.69 of the Revised Code shall be fined not less than 2,810
one FIVE hundred nor more than twenty-five hundred FIVE THOUSAND 2,812
dollars for each offense.
Sec. 4517.22. (A) Any group of licensed new motor vehicle 2,821
dealers may display motor vehicles at a motor vehicle show within 2,822
the general market area allocated to a licensed new motor vehicle 2,823
dealer, whenever all of the following conditions are met: 2,824
(1) The primary purpose of the motor vehicle show is the 2,826
70
exhibition of competitive makes and models of motor vehicles to 2,827
provide the general public the opportunity to review and inspect 2,828
various makes and models of motor vehicles at a single location; 2,829
(2) Not less than thirty days before the planned opening 2,831
date of the motor vehicle show, the group requests and receives 2,832
permission to hold the show from the registrar of motor vehicles. 2,833
(B) No contracts shall be signed, deposits taken, or sales 2,835
consummated at the location of a motor vehicle show. 2,836
(C) Any sponsor of a motor vehicle show shall offer by 2,838
mail an invitation to all new motor vehicle dealers dealing in 2,839
competitive types of motor vehicles in the general market area to 2,840
participate and display motor vehicles in the show. The sponsor 2,841
may offer a similar invitation to manufacturers or distributors. 2,842
A copy of each invitation shall be retained by the sponsor for at 2,843
least one year after the show.
(D) No person except a manufacturer or distributor shall 2,845
hold in any public place a motor vehicle show at which only one 2,846
motor vehicle is displayed, and no such single unit show shall be 2,847
held unless the manufacturer or distributor requests and receives 2,849
permission from the registrar not less than thirty days before 2,850
the show.
(E) The registrar shall not grant permission for any motor 2,852
vehicle show to be held, unless it is proven to his THE 2,853
REGISTRAR'S satisfaction that no attempt is being made to 2,855
circumvent the provisions of sections 4517.01 to 4517.45 of the
Revised Code. 2,856
(F) Nothing contained in this section shall be construed 2,858
as prohibiting the taking of orders for nonmotorized recreational 2,859
vehicles as defined in section 4501.01 of the Revised Code at 2,861
sports or camping shows. 2,862
(G) No motor vehicle dealer, motor vehicle leasing dealer, 2,864
motor vehicle auction owner, or distributor licensed under 2,865
sections 4517.01 to 4517.45 of the Revised Code shall display a 2,866
motor vehicle at any place except his THE DEALER'S, OWNER'S, OR 2,867
71
DISTRIBUTOR'S licensed location, unless he THE DEALER, OWNER, OR 2,868
DISTRIBUTOR first obtains permission from the registrar and 2,869
complies with the applicable rules of the motor vehicle dealers 2,870
board.
(H) NOTHING CONTAINED IN THIS SECTION SHALL BE CONSTRUED 2,872
AS PROHIBITING THE DISPLAY OF, THE TAKING OF ORDERS FOR, OR THE 2,873
SALE OF, LIVESTOCK TRAILERS AT LIVESTOCK AND AGRICULTURAL SHOWS, 2,874
INCLUDING COUNTY FAIRS. NOTWITHSTANDING SECTION 4517.03 OF THE 2,875
REVISED CODE, LIVESTOCK TRAILERS MAY BE SOLD AT LIVESTOCK AND
AGRICULTURAL SHOWS, INCLUDING COUNTY FAIRS, AS PERMITTED BY THIS 2,876
DIVISION.
AS USED IN THIS DIVISION, "LIVESTOCK TRAILER" MEANS A NEW 2,878
OR USED TRAILER DESIGNED BY ITS MANUFACTURER TO BE USED TO 2,879
TRANSPORT HORSES OR TO TRANSPORT ANIMALS GENERALLY USED FOR FOOD 2,881
OR IN THE PRODUCTION OF FOOD, INCLUDING CATTLE, SHEEP, GOATS, 2,882
RABBITS, POULTRY, SWINE, AND ANY OTHER ANIMALS INCLUDED BY THE
DIRECTOR OF AGRICULTURE IN RULES ADOPTED UNDER SECTION 901.72 OF 2,883
THE REVISED CODE.
(I) Notwithstanding division (B) of this section, 2,885
contracts may be signed, deposits taken, and sales consummated at 2,886
the location of a motor vehicle show where the motor vehicles 2,887
involved are horse trailers or towing vehicles that are trucks 2,888
and have a gross vehicle weight of more than three-quarters of a 2,889
ton, the motor vehicle show is being held as part of or in 2,890
connection with a major livestock show, the licensed new motor
vehicle dealers involved have complied with the applicable 2,892
requirements of this section, and the registrar has granted 2,893
permission for the motor vehicle show in accordance with division 2,894
(E) of this section.
As used in division (H)(I) of this section: 2,896
(1) "Major livestock show" means any show of livestock 2,898
that is held at the Ohio state fairgrounds, is national in scope, 2,900
and that continues for more than ten consecutive days. 2,901
(2) "Truck" has the same meaning as in section 4511.01 of 2,903
72
the Revised Code.
(3) "Gross vehicle weight" means the unladen weight of the 2,905
vehicle fully equipped. 2,906
Section 2. That existing sections 917.01, 917.16, 1707.02, 2,909
1729.02, 1729.03, 1729.05, 1729.07, 1729.15, 1729.16, 1729.22, 2,910
1729.23, 1729.25, 1729.99, and 4517.22 and sections 1729.01, 2,911
1729.04, 1729.06, 1729.08, 1729.09, 1729.10, 1729.11, 1729.12, 2,912
1729.13, 1729.14, 1729.17, 1729.18, 1729.181, 1729.19, 1729.191, 2,913
1729.192, 1729.20, 1729.21, 1729.24, 1729.26, 1729.27, 1729.28, 2,914
1729.30, 1729.31, 1729.32, 1729.33, 1729.34, 1729.35, 1729.36, 2,915
and 1729.37 of the Revised Code are hereby repealed. 2,916