SENATORS Jacobson, Amstutz, Oelslager

To amend sections 111.16, 1329.58, 1701.04, 1701.07,

1

1701.11, 1701.25, 1701.37, 1701.38, 1701.40,

2

1701.41, 1701.42, 1701.51, 1701.54, 1701,61,

3

1701.69, 1701.70, 1701.71, 1701.73, 1701.80,

4

1701.801, 1701.86, 1701.93, 1701.94, 1702.04,

5

1702.47, 1703.06, 1705.04, 1775.64, 1785.06, and

6

5733.03 and to enact section 111.25 of the Revised

7

Code to permit the directors of Ohio corporations

8

to make specific, limited changes to the articles

9

of incorporation, to require a corporation to send

10

notice to its shareholders following any amendment

11

of the articles of incorporation by the directors,

12

to make changes in the General Corporation Law

13

relative to notices sent by any means of

14

communication and meetings held by means of

15

communications equipment, to make other changes

16

relative to the date of dissolution of a

17

corporation and the beginning of the legal

18

existence of a corporation or a limited liability

19

company, and relative to biennial reports to and

20

filings with the Secretary of State.

21

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:

Section 1. That sections 111.16, 1329.58, 1701.04, 1701.07,	22
1701.11, 1701.25, 1701.37, 1701.38, 1701.40, 1701.41, 1701.42,	23
1701.51, 1701.54, 1701,61, 1701.69, 1701.70, 1701.71, 1701.73,	24
1701.80, 1701.801, 1701.86, 1701.93, 1701.94, 1702.04, 1702.47,	25
1703.06, 1705.04, 1775.64, 1785.06, and 5733.03 be amended and	26
section 111.25 of the Revised Code be enacted to read as follows:	27

Sec. 111.16.  The secretary of state shall charge and	28
collect, for the benefit of the state, the following fees:	29

(A) For filing and recording articles of incorporation of a	30
domestic corporation, including designation of agent:	31

(1) Wherein the corporation shall not be authorized to issue	32
any shares of capital stock, one hundred twenty-five dollars;	33

(2) Wherein the corporation shall be authorized to issue	34
shares of capital stock, with or without par value:	35

(a) Ten cents for each share authorized up to and including	36
one thousand shares;	37

(b) Five cents for each share authorized in excess of one	38
thousand shares up to and including ten thousand shares;	39

(c) Two cents for each share authorized in excess of ten	40
thousand shares up to and including fifty thousand shares;	41

(d) One cent for each share authorized in excess of fifty	42
thousand shares up to and including one hundred thousand shares;	43

(e) One-half cent for each share authorized in excess of one	44
hundred thousand shares up to and including five hundred thousand	45
shares;	46

(f) One-quarter cent for each share authorized in excess of	47
five hundred thousand shares; provided no fee shall be less than	48
one hundred twenty-five dollars or greater than one hundred	49
thousand dollars.	50

(B) For filing and recording a certificate of amendment to	51
or amended articles of incorporation of a domestic corporation, or	52
for filing and recording a certificate of reorganization, a	53
certificate of dissolution, or an amendment to a foreign license	54
application:	55

(1) If the domestic corporation is not authorized to issue	56
any shares of capital stock, fifty dollars;	57

(2) If the domestic corporation is authorized to issue	58
shares of capital stock, fifty dollars, and in case of any	59
increase in the number of shares authorized to be issued, a	60
further sum computed in accordance with the schedule set forth in	61
division (A)(2) of this section less a credit computed in the same	62
manner for the number of shares previously authorized to be issued	63
by the corporation; provided no fee under division (B)(2) of this	64
section shall be greater than one hundred thousand dollars;	65

(3) If the foreign corporation is not authorized to issue	66
any shares of capital stock, fifty dollars;	67

(4) If the foreign corporation is authorized to issue shares	68
of capital stock, fifty dollars.	69

(C) For filing and recording articles of incorporation of a	70
savings and loan association, one hundred twenty-five dollars; and	71
for filing and recording a certificate of amendment to or amended	72
articles of incorporation of a savings and loan association,	73
fifty dollars;	74

(D) For filing and recording a certificate of merger or	75
consolidation, one hundred twenty-five dollars and, in the case	76
of any new corporation resulting from a consolidation or any	77
surviving corporation that has an increased number of shares	78
authorized to be issued resulting from a merger, an additional sum	79
computed in accordance with the schedule set forth in division	80
(A)(2) of this section less a credit computed in the same manner	81
for the number of shares previously authorized to be issued or	82
represented in this state by each of the corporations for which a	83
consolidation or merger is effected by the certificate;	84

(E) For filing and recording articles of incorporation of a	85
credit union or the American credit union guaranty association,	86
one hundred twenty-five dollars, and for filing and recording a	87
certificate of increase in capital stock or any other amendment of	88
the articles of incorporation of a credit union or the	89
association, fifty dollars;	90

(F) For filing and recording articles of organization of a	91
limited liability company, for filing and recording an application	92
to become a registered foreign limited liability company, for	93
filing and recording a registration application to become a	94
domestic limited liability partnership, or for filing and	95
recording an application to become a registered foreign limited	96
liability partnership, one hundred twenty-five dollars;	97

(G) For filing and recording a certificate of limited	98
partnership or an application for registration as a foreign	99
limited partnership, one hundred twenty-five dollars.	100

(H) For filing a copy of papers evidencing the incorporation	101
of a municipal corporation or of annexation of territory by a	102
municipal corporation, five dollars, to be paid by the municipal	103
corporation, the petitioners therefor, or their agent;	104

(I) For filing and recording any of the following:

105

(1) A license to transact business in this state by a	106
foreign corporation for profit pursuant to section 1703.04 of the	107
Revised Code or a foreign nonprofit corporation pursuant to	108
section 1703.27 of the Revised Code, one hundred twenty-five	109
dollars;	110

(2) An annualA biennial report or annualbiennial statement	111
pursuant to section 1775.63 or 1785.06 of the Revised Code,	112
twenty-five dollars;	113

(3) Except as otherwise provided in this section or any	114
other section of the Revised Code, any other certificate or paper	115
that is required to be filed and recorded or is permitted to be	116
filed and recorded by any provision of the Revised Code with the	117
secretary of state, twenty-five dollars.	118

(J) For filing any certificate or paper not required to be	119
recorded, five dollars;	120

(K)(1) For making copies of any certificate or other paper	121
filed in the office of the secretary of state, a fee not to	122
exceed one dollar per page, except as otherwise provided in the	123
Revised Code, and for creating and affixing the seal of the office	124
of the secretary of state to any good standing or other	125
certificate, five dollars. For copies of certificates or papers	126
required by state officers for official purpose, no charge shall	127
be made.	128

(2) For creating and affixing the seal of the office of the	129
secretary of state to the certificates described in division (E)	130
of section 1701.81, division (E) of section 1705.38, or division	131
(D) of section 1702.43 of the Revised Code, twenty-five dollars.	132

(L) For a minister's license to solemnize marriages, ten	133
dollars;	134

(M) For examining documents to be filed at a later date for	135
the purpose of advising as to the acceptability of the proposed	136
filing, fifty dollars;	137

(N) Fifty dollars for filing and recording any of the	138
following:	139

(1) A certificate of dissolution and accompanying documents,	140
or a certificate of cancellation, under section 1701.86, 1702.47,	141
1705.43, or 1782.10 of the Revised Code;	142

(2) A notice of dissolution of a foreign licensed	143
corporation or a certificate of surrender of license by a foreign	144
licensed corporation under section 1703.17 of the Revised Code;	145

(3) The withdrawal of registration of a foreign or domestic	146
limited liability partnership under section 1775.61 or 1775.64 of	147
the Revised Code, or the certificate of cancellation of	148
registration of a foreign limited liability company under section	149
1705.57 of the Revised Code;	150

(4) The filing of a cancellation of disclaimer of general	151
partner status under Chapter 1782. of the Revised Code.	152

(O) For filing a statement of continued existence by a	153
nonprofit corporation, twenty-five dollars;	154

(P) For filing a restatement under section 1705.08 or	155
1782.09 of the Revised Code, an amendment to a certificate of	156
cancellation under section 1782.10 of the Revised Code, an	157
amendment under section 1705.08 or 1782.09 of the Revised Code, or	158
a correction under section 1705.55, 1775.61, 1775.64, or 1782.52	159
of the Revised Code, fifty dollars;	160

(Q) For filing for reinstatement of an entity cancelled by	161
operation of law, by the secretary of state, by order of the	162
department of taxation, or by order of a court, twenty-five	163
dollars;	164

(R) For filing a change of agent, resignation of agent, or	165
change of agent's address under section 1701.07, 1702.06,	166
1703.041, 1703.27, 1705.06, 1705.55, 1746.04, 1747.03, or 1782.04	167
of the Revised Code, twenty-five dollars;	168

(S) For filing and recording any of the following:

169

(1) An application for the exclusive right to use a name or	170
an application to reserve a name for future use under section	171
1701.05, 1702.05, 1703.31, 1705.05, or 1746.06 of the Revised	172
Code, fifty dollars;	173

(2) A trade name or fictitious name registration or report,	174
fifty dollars;	175

(3) An application to renew any item covered by division	176
(S)(1) or (2) of this section that is permitted to be renewed,	177
twenty-five dollars;	178

(4) An assignment of rights for use of a name covered by	179
division (S)(1), (2), or (3) of this section, the cancellation of	180
a name registration or name reservation that is so covered, or	181
notice of a change of address of the registrant of a name that is	182
so covered, twenty-five dollars.	183

(T) For filing and recording a report to operate a business	184
trust or a real estate investment trust, either foreign or	185
domestic, one hundred twenty-five dollars; and for filing and	186
recording an amendment to a report or associated trust instrument,	187
or a surrender of authority, to operate a business trust or real	188
estate investment trust, fifty dollars;	189

(U)(1) For filing and recording the registration of a	190
trademark, service mark, or mark of ownership, one hundred	191
twenty-five dollars;	192

(2) For filing and recording the change of address of a	193
registrant, the assignment of rights to a registration, a renewal	194
of a registration, or the cancellation of a registration	195
associated with a trademark, service mark, or mark of ownership,	196
twenty-five dollars.	197

Fees specified in this section may be paid by cash, check, or	198
money order, by credit cardincard in accordance with section	199
113.40 of the Revised Code, or by an alternative payment program	200
in accordance with division (B) of section 111.18 of the Revised	201
Code. Any credit card number or the expiration date of any credit	202
card is not subject to disclosure under Chapter 149. of the	203
Revised Code.	204

Sec. 111.25. The secretary of state shall prescribe the forms	205
for persons to use in complying with the requirements of Title	206
XVII of the Revised Code to the extent that those requirements	207
relate to filings with the office of the secretary of state.	208

Sec. 1329.58.  Registration of a trademark or service mark	209
under sections 1329.54 to 1329.67 of the Revised Code shall be	210
effective for a term of ten years from the date of registration.	211
Upon the filing of an application within six months prior to the	212
expiration of that term on a form furnished by the secretary of	213
state, the registrant may renew the registration at the end of	214
each ten-year period for a similar term. The renewal fee	215
specified in division (U)(2) of section 111.16 of the Revised	216
Code, payable to the secretary of state, shall accompany the	217
renewal application. The renewal application shall require the	218
applicant to state that the mark still is in use in this state.	219
The renewal application shall be accompanied by a specimen of the	220
mark as actually used and shall contain a brief description of the	221
mark as it appears on the specimen.	222

Sec. 1701.04.  (A) Any person, singly or jointly with	223
others, and without regard to residence, domicile, or state of	224
incorporation, may form a corporation by signing and filing with	225
the secretary of state articles of incorporation whichthat shall	226
set forth all of the following:	227

(1) The name of the corporation, which shall be in	228
compliance with division (A) of section 1701.05 of the Revised	229
Code;	230

(2) The place in this state where the principal office of	231
the corporation is to be located;	232

(3) The authorized number and the par value per share of	233
shares with par value, and the authorized number of shares without	234
par value, except that the articles of a banking, safe deposit,	235
trust, or insurance corporation shall not authorize shares without	236
par value; the express terms, if any, of the shares; and, if the	237
shares are classified, the designation of each class, the	238
authorized number and par value per share, if any, of the shares	239
of each class, and the express terms of the shares of each class;	240

(4) If the corporation is to have an initial stated capital,	241
the amount of that stated capital.	242

(B) The articles also may set forth any of the following:

243

(1) The names of the individuals who are to serve as initial	244
directors;	245

(2) The purpose or purposes for which the corporation is	246
formed, but in the absence of a statement of the purpose or	247
purposes or except as expressly set forth in such statement, the	248
purpose for which any corporation is formed is to engage in any	249
lawful act or activity for which a corporation may be formed under	250
this chapter, and all lawful acts and activities of the	251
corporation are within the purposes of the corporation;	252

(3) Any lawful provision for the purpose of defining,	253
limiting, or regulating the exercise of the authority of the	254
corporation, the incorporators, the directors, the officers, the	255
shareholders, or the holders of any class of shares;	256

(4) Any provision that may be set forth in the regulations;

257

(5) A provision specifying the period of existence of the	258
corporation if it is to be otherwise than perpetual;	259

(6) Subject to division (C) of this section, any additional	260
provision permitted by this chapter.	261

(C) Original articles of a corporation may not set forth any	262
provision that eliminates the rights of shareholders under this	263
chapter to cumulate the voting power that they possess in the	264
election of directors.	265

(D) A written appointment of a statutory agent for the	266
purposes set forth in section 1701.07 of the Revised Code shall be	267
filed with the articles, unless the corporation belongs to one of	268
the classes mentioned in division (O) of that section.	269

(E) The legal existence of the corporation shall begin	270
begins upon the filing of the articles or on a later date	271
specified in the articles that is not more than ninety days after	272
filing, and, unless the articles otherwise provide, its period of	273
existence shall be perpetual.	274

Sec. 1701.07.  (A) Every corporation shall have and maintain	275
an agent, sometimes referred to as the "statutory agent," upon	276
whom any process, notice, or demand required or permitted by	277
statute to be served upon a corporation may be served. The agent	278
may be a natural person who is a resident of this state or may be	279
a domestic corporation or a foreign corporation holding a license	280
as such under the laws of this state, that is authorized by its	281
articles of incorporation to act as such agent and that has a	282
business address in this state.	283

(B) The secretary of state shall not accept original	284
articles for filing unless there is filed with the articles a	285
written appointment of an agent that is signed by the	286
incorporators of the corporation or a majority of them and a	287
written acceptance of the appointment that is signed by the agent.	288
In all other cases, the corporation shall appoint the agent and	289
shall file in the office of the secretary of state a written	290
appointment of the agent that is signed by any authorized officer	291
of the corporation and a written acceptance of the appointment	292
that is either the original acceptance signed by the agent or a	293
photocopy, facsimile, or similar reproduction of the original	294
acceptance signed by the agent.	295

(C) The written appointment of an agent shall set forth the	296
name and address in this state of the agent, including the street	297
and number or other particular description, and shall otherwise be	298
in such form as the secretary of state prescribes. The secretary	299
of state shall keep a record of the names of corporations, and the	300
names and addresses of their respective agents.	301

(D) If any agent dies, removes from the state, or resigns,	302
the corporation shall forthwith appoint another agent and file	303
with the secretary of state, on a form prescribed by the secretary	304
of state, a written appointment of the agent.	305

(E) Unless the change is reported on the annual report filed	306
with the department of taxation, ifIf the agent changes the	307
agent's address from that appearing upon the record in the office	308
of the secretary of state, the corporation or the agent shall	309
forthwith file with the secretary of state, on a form prescribed	310
by the secretary of state, a written statement setting forth the	311
new address.	312

(F) An agent may resign by filing with the secretary of	313
state, on a form prescribed by the secretary of state, a written	314
notice to that effect that is signed by the agent and by sending a	315
copy of the notice to the corporation at the current or last known	316
address of its principal office on or prior to the date the notice	317
is filed with the secretary of state. The notice shall set forth	318
the name of the corporation, the name and current address of the	319
agent, the current or last known address, including the street and	320
number or other particular description, of the corporation's	321
principal office, the resignation of the agent, and a statement	322
that a copy of the notice has been sent to the corporation within	323
the time and in the manner prescribed by this division. Upon the	324
expiration of thirty days after the filing, the authority of the	325
agent shall terminate.	326

(G) A corporation may revoke the appointment of an agent by	327
filing with the secretary of state, on a form prescribed by the	328
secretary of state, a written appointment of another agent and a	329
statement that the appointment of the former agent is revoked.	330

(H) Any process, notice, or demand required or permitted by	331
statute to be served upon a corporation may be served upon the	332
corporation by delivering a copy of it to its agent, if a natural	333
person, or by delivering a copy of it at the address of its agent	334
in this state, as the address appears upon the record in the	335
office of the secretary of state. If (1) the agent cannot be	336
found, or (2) the agent no longer has that address, or (3) the	337
corporation has failed to maintain an agent as required by this	338
section, and if in any such case the party desiring that the	339
process, notice, or demand be served, or the agent or	340
representative of the party, shall have filed with the secretary	341
of state an affidavit stating that one of the foregoing conditions	342
exists and stating the most recent address of the corporation that	343
the party after diligent search has been able to ascertain, then	344
service of process, notice, or demand upon the secretary of state,	345
as the agent of the corporation, may be initiated by delivering to	346
the secretary of state or at the secretary of state's office	347
quadruplicate copies of such process, notice, or demand and by	348
paying to the secretary of state a fee of five dollars. The	349
secretary of state shall forthwith give notice of the delivery to	350
the corporation at its principal office as shown upon the record	351
in the secretary of state's office and at any different address	352
shown on its last franchise tax report filed in this state, or to	353
the corporation at any different address set forth in the above	354
mentioned affidavit, and shall forward to the corporation at said	355
addresses, by certified mail, with request for return receipt, a	356
copy of the process, notice, or demand; and thereupon service upon	357
the corporation shall be deemed to have been made.	358

(I) The secretary of state shall keep a record of each	359
process, notice, and demand delivered to the secretary of state or	360
at the secretary of state's office under this section or any other	361
law of this state that authorizes service upon the secretary of	362
state, and shall record the time of the delivery and the action	363
thereafter with respect thereto.	364

(J) This section does not limit or affect the right to serve	365
any process, notice, or demand upon a corporation in any other	366
manner permitted by law.	367

(K) Every corporation shall state in each annual report	368
filed by it with the department of taxation the name and address	369
of its statutory agent.	370

(L) Except when an original appointment of an agent is filed	371
with the original articles, a written appointment of an agent or a	372
written statement filed by a corporation with the secretary of	373
state shall be signed by any authorized officer of the corporation	374
or by the incorporators of the corporation or a majority of them	375
if no directors have been elected.	376

(M) For filing a written appointment of an agent other than	377
one filed with original articles, and for filing a statement of	378
change of address of an agent, the secretary of state shall charge	379
and collect the fee specified in division (R) of section 111.16	380
of the Revised Code.	381

(N) Upon the failure of a corporation to appoint another	382
agent or to file a statement of change of address of an agent, the	383
secretary of state shall give notice thereof by certified mail to	384
the corporation at the address set forth in the notice of	385
resignation or on the last franchise tax return filed in this	386
state by the corporation. Unless the default is cured within	387
thirty days after the mailing by the secretary of state of the	388
notice or within any further period of time that the secretary of	389
state grants, upon the expiration of that period of time from the	390
date of the mailing, the articles of the corporation shall be	391
canceled without further notice or action by the secretary of	392
state. The secretary of state shall make a notation of the	393
cancellation on the secretary of state's records.	394

A corporation whose articles have been canceled may be	395
reinstated by filing, on a form prescribed by the secretary of	396
state, an application for reinstatement and the required	397
appointment of agent or required statement, and by paying the	398
filing fee specified in division (Q) of section 111.16 of the	399
Revised Code. The rights, privileges, and franchises of a	400
corporation whose articles have been reinstated are subject to	401
section 1701.922 of the Revised Code. The secretary of state	402
shall furnish the tax commissioner a monthly list of all	403
corporations canceled and reinstated under this division.	404

(O) This section does not apply to banks, trust companies,	405
insurance companies, or any corporation defined under the laws of	406
this state as a public utility for taxation purposes.	407

Sec. 1701.11.  (A)(1) Regulations for the government of a	408
corporation, the conduct of its affairs, and the management of its	409
property, consistent with law and the articles, may be adopted in	410
any of the following ways:	411

(a) Within ninety days after the corporation is formed, by	412
the directors in accordance with section 1701.10 of the Revised	413
Code;	414

(b) By the shareholders at a meeting held for that purpose,	415
by the affirmative vote of the holders of shares entitling them to	416
exercise a majority of the voting power of the corporation on the	417
proposal;	418

(c) Without a meeting, by the written consent of the holders	419
of shares entitling them to exercise two-thirds of the voting	420
power of the corporation on the proposal.	421

(2) Except as otherwise provided in division (A)(4) of this	422
section, the regulations may be amended, or new regulations may be	423
adopted, in either of the following ways:	424

(a) By the shareholders at a meeting held for that purpose,	425
by the affirmative vote of the holders of shares entitling them to	426
exercise a majority of the voting power of the corporation on the	427
proposal;	428

(b) Without a meeting, by the written consent of the holders	429
of shares entitling them to exercise two-thirds of the voting	430
power of the corporation on the proposal.	431

(3) Except as otherwise provided in division (A)(4) of this	432
section, if the articles or regulations that have been adopted so	433
provide or permit, regulations may be adopted or amended or new	434
regulations may be adopted by the affirmative vote or written	435
consent of the holders of shares entitling them to exercise a	436
greater or lesser proportion but not less than a majority of the	437
voting power of the corporation.	438

(4) Any amendment of regulations and any amended or new	439
regulations adopted by shareholders of an issuing public	440
corporation whose directors are classified pursuant to section	441
1701.57 of the Revised Code that would change or eliminate the	442
classification of directors shall be adopted by the shareholders	443
only at a meeting held for that purpose, by the affirmative vote	444
of holders of shares entitling them to exercise the voting power	445
of the corporation that is required for shareholders at a meeting	446
under division (A)(2)(a) or (3) of this section, and also by the	447
affirmative vote of the holders of a majority of disinterested	448
shares voted on the proposal determined as specified in division	449
(C)(9) of section 1704.01 of the Revised Code.	450

(B) Without limiting the generality of the authority	451
described in division (A) of this section, the regulations may	452
include provisions with respect to all of the following:	453

(1) The time and place, if any, and time for holding, the	454
manner of and authority for calling, giving notice of, and	455
conducting, and the requirements of a quorum for, meetings of	456
shareholders;	457

(2) The taking of a record of shareholders or the temporary	458
closing of books against transfers of shares;	459

(3) The number, classification, manner of fixing or changing	460
the number, qualifications, term of office, and compensation or	461
manner of fixing compensation, of directors;	462

(4) The time and place, if any, and time for holding, the	463
manner of and authority for calling, giving notice of, and	464
conducting, and the requirements of a quorum for, meetings of the	465
directors;	466

(5) The appointment of an executive and other committees of	467
the directors, and their authority;	468

(6) The titles, qualifications, duties, term of office,	469
compensation or manner of fixing compensation, and the removal, of	470
officers;	471

(7) The terms on which new certificates for shares may be	472
issued in the place of lost, stolen, or destroyed certificates;	473

(8) The manner in which and conditions upon which a	474
certificated security, and the conditions upon which an	475
uncertificated security, and the shares represented by a	476
certificated or uncertificated security, may be transferred,	477
restrictions on the right to transfer the shares, and reservations	478
of liens on the shares;	479

(9)(a) Restrictions on the transfer and the right to	480
transfer shares of either of the following:	481

(i) An issuing public corporation to any person in a control	482
share acquisition;	483

(ii) A corporation with fifty or more shareholders to any	484
person in an acquisition that would be a control share acquisition	485
if the corporation were an issuing public corporation.	486

(b) The restrictions on the transfer and the right to	487
transfer shares described in division (B)(9)(a)(i) and (ii) of	488
this section may include requirements and procedures for consent	489
to an acquisition of the shares by directors based on a	490
determination by the directors of the best interests of the	491
corporation and its shareholders, consent to an acquisition of the	492
shares by shareholders, and reasonable sanctions for a violation	493
of those requirements, including the right of the corporation to	494
refuse to transfer, to redeem, or to deny voting or other	495
shareholder rights appurtenant to shares acquired in an	496
acquisition of the shares.	497

(10) Defining, limiting, or regulating the exercise of the	498
authority of the corporation, the directors, the officers, or all	499
the shareholders.	500

(C) The shareholders of a corporation may adopt and may	501
authorize the directors to adopt, either before or during an	502
emergency, as that term is defined in division (U) of section	503
1701.01 of the Revised Code, emergency regulations that shall be	504
operative only during an emergency. The emergency regulations may	505
include any provisions that are authorized to be included in	506
regulations by divisions (A) and (B) of this section. In	507
addition, unless expressly prohibited by the articles or the	508
regulations, the emergency regulations may make any provision,	509
notwithstanding any different provisions in this chapter and	510
notwithstanding any different provisions in the articles or the	511
regulations that are not expressly stated to be operative during	512
an emergency, that may be practical or necessary with respect to	513
the following:	514

(1) The time and place, if any, and time for holding, the	515
manner of and authority for calling, giving notice of, and	516
conducting, and the requirements of a quorum for, meetings of the	517
directors;	518

(2) The creation and appointment of an executive and other	519
committees of the directors and the delegation of authority to the	520
committees by the board;	521

(3) The creation, existence, and filling of vacancies,	522
including temporary vacancies, in the office of director;	523

(4) The selection, by appointment, election, or otherwise,	524
of officers and other persons to serve as directors for a meeting	525
of the board in the absence from the meeting of one or more of the	526
directors;	527

(5) The creation, existence, and filling of vacancies,	528
including temporary vacancies, in any office;	529

(6) The order of rank and the succession to the duties and	530
authority of officers.	531

(D) If the regulations are amended or new regulations are	532
adopted, without a meeting of the shareholders, the secretary of	533
the corporation shall mailsend a copy of the amendment or the new	534
regulations by mail, overnight delivery service, or any other	535
means of communication authorized by the shareholder to whom a	536
copy of the amendment or new regulations are sent, to each	537
shareholder who would have been entitled to vote on the adoption	538
of the amendment or the new regulations and did not participate in	539
the adoption of the amendment or the new regulations.	540

(E) No person dealing with the corporation shall be charged	541
with constructive notice of the regulations.	542

(F) Unless expressly prohibited by the articles or the	543
regulations or unless otherwise provided by the emergency	544
regulations, the following special rules shall be applicable	545
during an emergency notwithstanding any different provision	546
elsewhere in this chapter:	547

(1) Meetings of the directors may be called by any officer	548
or director.	549

(2) Notice of the time and place of each meeting of the	550
directors shall be given to such of the directors as it may be	551
feasible to reach at the time and by the means of communication,	552
written or oral, personal or mass, as may be practicable at the	553
time.	554

(3) The director or directors present at any meeting of the	555
directors that has been duly called and notice of which has been	556
duly given shall constitute a quorum for the meeting, and, in the	557
absence of one or more of the directors, the director or directors	558
present may appoint one or more of the officers of the corporation	559
directors for the meeting.	560

(4) If none of the directors attends a meeting of the	561
directors that has been duly called and notice of which has been	562
duly given, the officers of the corporation who are present, not	563
exceeding three, in order of rank, shall be directors for the	564
meeting, shall constitute a quorum for the meeting, and may	565
appoint one or more of the other officers of the corporation	566
directors for the meeting.	567

(5) If the chief executive officer dies, is missing, or for	568
any other reason is temporarily or permanently incapable of	569
discharging the duties of the office, the next ranking officer who	570
is available shall assume the duties and authority of the office	571
of the deceased, missing, or incapacitated chief executive officer	572
until such time as the directors shall otherwise order.	573

(6) The offices of secretary and treasurer shall be deemed	574
to be of equal rank, and, within the same office and as between	575
the offices of secretary and treasurer, rank shall be determined	576
by priority in time of the first election to the office or, if two	577
or more persons have been first elected to the office at the same	578
time, by seniority in age.	579

Sec. 1701.25.  (A) Each certificate for shares of a	580
corporation shall state:	581

(1) That the corporation is organized under the laws of this	582
state;	583

(2) The name of the person to whom the shares represented by	584
the certificate are issued;	585

(3) The number of shares represented by the certificate;

586

(4) If the shares of the corporation are classified, the	587
designation of the class, and the series, if any, of the shares	588
represented by the certificate;	589

(5) On the face or the back of the certificate:

590

(a) The express terms, if any, of the shares represented by	591
the certificate and of the other class or classes and series of	592
shares, if any, which the corporation is authorized to issue; or	593

(b) A summary of such express terms; or

594

(c) That the corporation will mailsend to the shareholder a	595
copy of such express terms without charge within five days after	596
receipt of written request therefor; or	597

(d) That a copy of such express terms is attached to and by	598
reference made a part of such certificate and that the corporation	599
will mailsend to the shareholder a copy of such express terms	600
without charge within five days after receipt of written request	601
therefor if the copy has become detached from the certificate.	602

(B) No restriction on the right to transfer shares and no	603
reservation of lien on shares shall be effective against a	604
transferee of such shares unless there has been compliance with	605
section 1308.11 of the Revised Code, and unless, as to	606
certificated securities, there is set forth on the face or the	607
back of the certificate therefor:	608

(1) A statement of the terms of such restriction or	609
reservation; or	610

(2) A summary of the terms of such restriction or	611
reservation and a statement that the corporation will mailsend to	612
the shareholder a copy of such restriction or reservation without	613
charge within five days after receipt of written request therefor;	614
or	615

(3) If such restriction or reservation is contained in the	616
articles or regulations of the corporation, or in an instrument in	617
writing to which the corporation is a party, a statement to that	618
effect and a statement that the corporation will mailsend to the	619
shareholder a copy of such restriction or reservation without	620
charge within five days after receipt of written request therefor;	621
or	622

(4) If such restriction or reservation is contained in an	623
instrument in writing (other than the articles or regulations of	624
the corporation or an instrument in writing to which the	625
corporation is a party), a statement to that effect identifying	626
the instrument by title, date, and parties.	627

(C) A corporation shall mailsend to a shareholder without	628
charge within five days after receipt of written request therefor	629
the copy or copies referred to in paragraphs (5)(c) and (5)(d) of	630
divisiondivisions (A)(5)(c) and (d) and paragraphs(B)(2) and (3)	631
of division (B) of this section by mail, overnight delivery	632
service, or any other means of communication authorized by the	633
shareholder to whom the copy or copies are sent.	634

Sec. 1701.37.  (A) Each corporation shall keep correct and	635
complete books and records of account, together with minutes of	636
the proceedings of its incorporators, shareholders, directors, and	637
committees of the directors, and records of its shareholders	638
showing their names and addresses and the number and class of	639
shares issued or transferred of record to or by them from time to	640
time.	641

(B) Upon request of any shareholder at any meeting of	642
shareholders, there shall be produced at such meeting an	643
alphabetically arranged list, or classified lists, of the	644
shareholders of record as of the applicable record date, who are	645
entitled to vote, showing their respective addresses and the	646
number and class of shares held by each. Such list or lists when	647
certified by the officer or agent in charge of the transfers of	648
shares shall be prima-facie evidence of the facts shown therein.	649
If the meeting is to be held solely or in part by means of	650
communications equipment, then the corporation shall make the list	651
or lists open to the examination of any shareholder or proxyholder	652
during the whole time of the meeting on a reasonably accessible	653
electronic network. The directors may adopt guidelines and	654
procedures to permit the corporation to verify that any person	655
accessing the list or lists is a shareholder or proxyholder.	656

(C) Any shareholder of the corporation, upon written demand	657
stating the specific purpose thereof, shall have the right to	658
examine in person or by agent or attorney at any reasonable time	659
and for any reasonable and proper purpose, the articles of the	660
corporation, its regulations, its books and records of account,	661
minutes, and records of shareholders aforesaid, and voting trust	662
agreements, if any, on file with the corporation, and to make	663
copies or extracts thereof. Any written demand by an acquiring	664
person to examine the records of shareholders for the purpose of	665
communicating with shareholders of the issuing public corporation	666
in connection with a meeting of shareholders called pursuant to	667
section 1701.831 of the Revised Code shall be deemed to have been	668
made by a shareholder of the issuing public corporation for a	669
reasonable and proper purpose.	670

(D) Unless otherwise prohibited by law, if a shareholder has	671
authorized the corporation to deliver notices of shareholder	672
meetings required by section 1701.41 of the Revised Code to the	673
shareholder by any means other than mail and has not rescinded	674
that authorization, the corporation shall include the electronic	675
mail address or other electronic contact information necessary to	676
deliver the notice on any list or lists of shareholders prepared	677
pursuant to division (B) or (C) of this section.	678

Sec. 1701.38.  (A) At the annual meeting of shareholders, or	679
the meeting held in lieu of it, every corporation, except a	680
banking corporation, shall lay before the shareholders financial	681
statements, which may be consolidated, consisting of:	682

(1) A balance sheet containing a summary of the assets,	683
liabilities, stated capital, if any, and surplus (showing	684
separately any capital surplus arising from unrealized	685
appreciation of assets, other capital surplus, and earned surplus)	686
as of the end of the corporation's most recent fiscal year, except	687
that, if consolidated financial statements are laid before the	688
shareholders, the consolidated balance sheet shall show separately	689
or disclose by a note the amount of consolidated surplus that does	690
not constitute under the Revised Code earned surplus of the	691
corporation or any of its subsidiaries and that is not classified	692
as stated capital or capital surplus on the consolidated balance	693
sheet;	694

(2) A statement of profit and loss and surplus, including a	695
summary of profits, dividends or distributions paid, and other	696
changes in the surplus accounts, for the period commencing with	697
the date marking the end of the period for which the last	698
preceding statement of profit and loss required under this section	699
was made and ending with the date of the balance sheet or, in the	700
case of the first statement of profit and loss, for the period	701
commencing with the date of incorporation of the corporation and	702
ending with the date of the balance sheet.	703

(B) The financial statements shall have appended to them an	704
opinion signed by the president or a vice-president or the	705
treasurer or an assistant treasurer of the corporation or by a	706
public accountant or firm of public accountants to the effect that	707
the financial statement presents fairly the financial position of	708
the corporation and the results of its operations in conformity	709
with generally accepted accounting principles applied on a basis	710
consistent with that of the preceding period, or to the effect	711
that the financial statements have been prepared on the basis of	712
accounting practices and principles that are reasonable in the	713
circumstances.	714

(C) Upon the written request of any shareholder made in	715
writing or by any other means of communication authorized by the	716
corporation prior to the date of the meeting described in division	717
(A) of this section, the corporation shall mailsend a copy of the	718
financial statements laid or to be laid before the shareholders at	719
the meeting to the shareholder by mail, overnight delivery	720
service, or any other means of communication authorized by the	721
shareholder to whom the copy is sent on or before the later of the	722
following:	723

(1) The fifth day after the receipt of the written request;

724

(2) The earlier of the following:

725

(a) The fifth day before the date of the meeting;

726

(b) The fifth day after the expiration of four months from	727
the date of the balance sheet described in division (A)(1) of this	728
section.	729

(D) If the meeting described in division (A) of this section	730
is to be held solely by means of communications equipment, the	731
corporation shall make the financial statements described in that	732
division open to the examination of any shareholder or proxyholder	733
during the whole time of the meeting on a reasonably accessible	734
electronic network. The directors may adopt guidelines and	735
procedures to permit the corporation to verify that any person	736
accessing the financial statements is a shareholder or	737
proxyholder.	738

Sec. 1701.40.  (A) Meetings of shareholders may be called by	739
any of the following:	740

(1) The chairmanchairperson of the board, the president,	741
or, in case of the president's absence, death, or disability, the	742
vice-president authorized to exercise the authority of the	743
president;	744

(2) The directors by action at a meeting, or a majority of	745
the directors acting without a meeting;	746

(3) Persons who hold twenty-five per cent of all shares	747
outstanding and entitled to vote thereatat the meeting, unless	748
the articles or the regulations specify for suchthat purpose a	749
smaller or larger proportion but not in excess of fifty per cent;	750

(4) Such other officers or persons as the articles or the	751
regulations authorize to call suchthe meetings.	752

(B) Meetings of shareholders may be held either within or	753
without this state if so provided in the articles or the	754
regulations. The articles or regulations may authorize the	755
directors to determine that the meeting shall not be held at any	756
physical place, but instead may be held solely by means of	757
communications equipment as authorized by division (C) of this	758
section. If the corporation is an issuing public corporation and	759
the articles or regulations do not require that a meeting be held	760
at a particular physical place and authorize the directors to fix	761
the place of the meeting, the directors may determine that the	762
meeting shall not be held at any physical place, but instead may	763
be held solely by means of communications equipment as authorized	764
by division (C) of this section. In the absence of any such	765
provision, all meetings shall be held at the principal office of	766
the corporation in this state.	767

(C) If authorized by the directors, the shareholders and	768
proxyholders who are not physically present at a meeting of	769
shareholders may attend a meeting of shareholders by use of	770
communications equipment that enables the shareholder or	771
proxyholder an opportunity to participate in the meeting and to	772
vote on matters submitted to the shareholders, including an	773
opportunity to read or hear the proceedings of the meeting and to	774
speak or otherwise participate in the proceedings	775
contemporaneously with those physically present. Any shareholder	776
using communications equipment will be deemed present in person at	777
the meeting whether the meeting is to be held at a designated	778
place or solely by means of communications equipment. The	779
directors may adopt guidelines and procedures for the use of	780
communications equipment in connection with a meeting of	781
shareholders to permit the corporation to verify that a person is	782
a shareholder or proxyholder and to maintain a record of any vote	783
or other action.	784

Sec. 1701.41.  (A) Written notice stating the time, place,	785
if any, and purposes of a meeting of the shareholders, and the	786
means, if any, by which shareholders can be present and vote at	787
the meeting through the use of communications equipment shall be	788
given either by personal delivery or by mail, overnight delivery	789
service, or any other means of communication authorized by the	790
shareholder to whom the notice is given, not less than seven nor	791
more than sixty days before the date of the meeting unless the	792
articles or the regulations specify a longer period: (1) to each	793
every shareholder of record entitled to notice of the meeting; (2)	794
by or at the direction of the president or the secretary or any	795
other person required or permitted by the regulations to give such	796
that notice. If mailed or sent by overnight delivery service,	797
suchthe notice shall be addressedsent to the shareholder at his	798
the shareholder's address as it appears on the records of the	799
corporation. If sent by another means of communication authorized	800
by the shareholder, the notice shall be sent to the address	801
furnished by the shareholder for those transmissions. Notice of	802
adjournment of a meeting need not be given if the time and place,	803
if any, to which it is adjourned and the means, if any, by which	804
shareholders can be present and vote at the adjourned meeting	805
through the use of communications equipment are fixed and	806
announced at suchthe meeting.	807

(B) Upon request in writing delivered either in person or by	808
registered mail to the president or the secretary by any persons	809
entitled to call a meeting of shareholders, suchthat officer	810
shall forthwith cause to be given to the shareholders entitled	811
theretoto notice of a meeting to be held on a date not less than	812
seven nor more than sixty days after the receipt of suchthe	813
request, as suchthe officer may fix, unless the articles or the	814
regulations specify a longer period for suchthis purpose. If	815
suchthe notice is not given within fifteen days after the	816
delivery or mailing of suchthe request, or suchthat shorter or	817
longer period as the articles or the regulations specify for such	818
this purpose, the persons calling the meeting may fix the time of	819
meeting and give notice thereonof the time of meeting as provided	820
in division (A) of this section, or cause suchthe notice to be	821
given by any designated representative.	822

(C) Any authorization by a shareholder to send notices given	823
pursuant to this chapter by any means other than in person or by	824
mail or overnight delivery service is revocable by written notice	825
to the corporation either by personal delivery or by mail,	826
overnight delivery service, or any other means of communication	827
authorized by the corporation. If sent by another means of	828
communication authorized by the corporation, the notice shall be	829
sent to the address furnished by the corporation for those	830
transmissions. Any authorization by a shareholder to send notices	831
given pursuant to this chapter by any means other than in person	832
or by mail or overnight delivery service will be deemed to have	833
been revoked by the shareholder if (1) the corporation has	834
attempted to make delivery of two consecutive notices in	835
accordance with that authorization, and (2) the secretary or an	836
assistant secretary of the corporation, or other person	837
responsible for giving of notice, has received notice that, or	838
otherwise believes that, delivery has not occurred. However, an	839
inadvertent failure to treat the inability to deliver notice as a	840
revocation will not invalidate any meeting of shareholders or	841
other action.	842

Sec. 1701.42.  Notice of the time, place, if any, and	843
purposes of any meeting of shareholders or directors, as the case	844
may be, whether required by law, the articles, the regulations, or	845
(in the case of directors) the bylaws, may be waived in writing,	846
either before or after the holding of such meeting, by any	847
shareholder, or by any director, which writing shall be filed with	848
or entered upon the records of the meeting. The attendance of any	849
shareholder or any director at any such meeting without	850
protesting, prior to or at the commencement of the meeting, the	851
lack of proper notice shall be deemed to be a waiver by himthe	852
shareholder or director of notice of such meeting. A telegram,	853
cablegram, electronic mail, or an electronic or other transmission	854
capable of authentication that appears to have been sent by a	855
person described in this section and that contains a waiver by	856
that person is a writing for the purposes of this section.	857

Sec. 1701.51.  Unless the articles or the regulations	858
otherwise provide:	859

(A) The shareholders present in person or, by proxy, or by	860
the use of communications equipment at any meeting of shareholders	861
shall constitute a quorum for such meeting, but no action required	862
by law, the articles, or the regulations to be authorized or taken	863
by the holders of a designated proportion of the shares of any	864
particular class or of each class, may be authorized or taken by a	865
lesser proportion;.	866

(B) The holders of a majority of the voting shares	867
represented at a meeting, whether or not a quorum is present, may	868
adjourn such meeting from time to time.	869

Sec. 1701.54. (A) Unless the articles or the regulations	870
prohibit the authorization or taking of any action of the	871
shareholders or of the directors without a meeting, any action	872
whichthat may be authorized or taken at a meeting of the	873
shareholders or of the directors, as the case may be, may be	874
authorized or taken without a meeting with the affirmative vote or	875
approval of, and in a writing or writings signed by all the	876
shareholders who would be entitled to notice of a meeting of the	877
shareholders held for such purpose, or all the directors,	878
respectively, which writing or writings shall be filed with or	879
entered upon the records of the corporation. Any certificate with	880
respect to the authorization or taking of any such action which	881
that is required to be filed in the office of the secretary of	882
state shall recite that the authorization or taking of such action	883
was in a writing or writings approved and signed as specified in	884
this section.	885

(B) A telegram, cablegram, electronic mail, or an electronic	886
or other transmission capable of authentication that appears to	887
have been sent by a person described in division (A) of this	888
section and that contains an affirmative vote or approval of that	889
person is a signed writing for the purposes of this section. The	890
date on which that telegram, cablegram, electronic mail, or	891
electronic or other transmission is sent is the date on which the	892
writing is signed.	893

Sec. 1701.61.  Unless otherwise provided in the articles, the	894
regulations, or the bylaws, and subject to the exceptions,	895
applicable during an emergency as that term is defined in section	896
1701.01 of the Revised Code, for which provision is made in	897
division (F) of section 1701.11 of the Revised Code:	898

(A) Meetings of the directors may be called by the chairman	899
chairperson of the board, the president, any vice-president, or	900
any two directors;.	901

(B) Meetings of the directors may be held at any place	902
within or without the state and, unless the articles or the	903
regulations prohibit participation by directors at a meeting by	904
means of communications equipment, meetings of the directors may	905
be held through any communications equipment if all persons	906
participating can hear each other and participation in a meeting	907
pursuant to this division shall constitute presence at suchthe	908
meeting;.	909

(C) Written noticeNotice of the time and place, if any, and	910
time of each meeting of the directors shall be given to each	911
director either by personal delivery or by mail, telegram, or	912
cablegram, overnight delivery service, or any other means of	913
communication authorized by the director at least two days before	914
the meeting, which. The notice need not specify the purposes of	915
the meeting;.	916

(D) Notice of adjournment of a meeting need not be given if	917
the time and place to which it is adjourned are fixed and	918
announced at suchthe meeting.	919

Sec. 1701.69.  (A) The articles may be amended from time to	920
time in any respect if the articles as amended set forth all such	921
provisions as are required in, and, except for amendments to the	922
articles as described in divisions (B)(10) and (11) of this	923
section, only such provisions as may properly be in, original	924
articles filed at the time of adopting the amendment, and, if a	925
change in issued shares is to be made, or if as the result of any	926
amendment the stated capital of any class of shares is to be	927
created, increased, reduced, or eliminated, then such provisions,	928
not inconsistent with section 1701.30 of the Revised Code, as are	929
necessary to effect such change, or to effect such creation,	930
increase, reduction, or elimination of stated capital.	931

(B) Without limiting the generality of the authority to	932
amend the articles, the articles may be amended to do any of the	933
following:	934

(1) Change the name of the corporation;

935

(2) Change the place in this state where its principal	936
office is to be located;	937

(3) Change, enlarge, or diminish its purpose or purposes;

938

(4) Increase or decrease the authorized number of shares of	939
any class;	940

(5) Authorize shares of a new class or classes;

941

(6) Increase or decrease the par value of issued or unissued	942
shares with par value;	943

(7) Change issued or unissued shares of any class, whether	944
with or without par value, into the same or a different number of	945
shares of any class with or without par value, theretofore or then	946
authorized;	947

(8) Provide that, as a result of an amendment described in	948
division (B)(6), (7), or (11) of this section, the stated capital	949
of any class of shares shall be created, increased, reduced, or	950
eliminated, consistent with section 1701.30 of the Revised Code,	951
except that, in the case of any amendment to change the	952
corporation into a nonprofit corporation, the stated capital of	953
the corporation may be reduced or eliminated;	954

(9) Change any of the express terms of issued or unissued	955
shares of any class or series, which change may include the	956
discharge, adjustment, or elimination of rights to accrued	957
undeclared cumulative dividends or distributions on the shares of	958
such class or series;	959

(10) Eliminate the right of every shareholder to vote	960
cumulatively in the election of directors or to delete a provision	961
that eliminates that right, except that, if a corporation is	962
formed after the effective date of this amendment or if a	963
corporation that exists on the effective date of this amendment	964
does not have issued and outstanding shares that are listed on a	965
national securities exchange or are regularly quoted in an	966
over-the-counter market by one or more members of a national or	967
affiliated securities association, the articles may be amended to	968
eliminate the right of every shareholder to vote cumulatively in	969
the election of directors only upon compliance with both of the	970
following:	971

(a) Except as otherwise provided in this division in	972
connection with surviving corporations in mergers and new	973
corporations resulting from consolidations, the shareholder action	974
on the amendment to the articles shall not occur earlier than	975
ninety days after the effective date of this amendment or ninety	976
days after the date that the corporation was formed, whichever	977
date is later;	978

(b) A written notice shall have been givensent to the	979
shareholders by mail, overnight delivery service, or any other	980
means of communication authorized by the shareholder to whom the	981
notice is sent that states, in solid capital letters, that an	982
effect of the amendment to the articles will be to do both of the	983
following:	984

(i) To permit a majority of a quorum of the voting power in	985
the election or removal of directors to elect or remove every	986
director;	987

(ii) To preclude a minority of a quorum of the voting power	988
in the election or removal of directors from electing or	989
preventing the removal of any director.	990

In the case of a surviving corporation as a result of a	991
merger or of a new corporation resulting from a consolidation, if	992
immediately prior to the merger or consolidation at least one of	993
the constituent corporations had issued and outstanding shares	994
listed on a national securities exchange or regularly quoted in an	995
over-the-counter market by one or more members of a national or	996
affiliated securities association, then the ninety-day limitation	997
prescribed in division (B)(10)(a) of this section does not apply	998
and the agreement of merger or consolidation, as adopted pursuant	999
to section 1701.78 or 1701.80 of the Revised Code, may eliminate,	1000
subject to division (B)(10)(b) of this section, the right of every	1001
shareholder to vote cumulatively in the election of directors. An	1002
agreement of merger or consolidation that is so adopted and that	1003
eliminates the right of every shareholder to vote cumulatively in	1004
the election of directors shall be considered an amendment	1005
permitted by this division.	1006

(11) Change a corporation into a nonprofit corporation;

1007

(12) Change any provision of the articles or add any	1008
provision that may properly be included in the articles.	1009

Sec. 1701.70.  (A) If initial directors are not named in the	1010
articles, before subscriptions to shares have been received and	1011
before the incorporators have elected directors, the incorporators	1012
may adopt an amendment to the articles by a writing signed by	1013
them. If initial directors are named in the articles, or if the	1014
incorporators have elected directors and have not received	1015
subscriptions, then before subscriptions to shares have been	1016
received, the directors may adopt an amendment to the articles.	1017

(B) The directors may adopt an amendment to the articles in	1018
the following cases:	1019

(1) When and to the extent authorized by the articles, the	1020
directors may adopt an amendment determining, in whole or in part,	1021
the express terms, within the limits set forth in this chapter, of	1022
any class of shares before the issuance of any shares of that	1023
class, or of one or more series within a class before the issuance	1024
of shares of that series.	1025

(2) When the corporation has issued shares or obligations	1026
convertible into shares of the corporation or has granted options	1027
to purchase any shares, and the conversion or option rights are	1028
set forth in the articles or have been approved by the same vote	1029
of shareholders as, at the time of the approval, would have been	1030
required to amend the articles to authorize the shares required	1031
for that purpose, and the corporation does not have sufficient	1032
authorized but unissued shares to satisfy those conversion or	1033
option rights, the directors may adopt an amendment to authorize	1034
the shares.	1035

(3) Whenever shares of any class have been redeemed, or have	1036
been surrendered to or acquired by the corporation upon	1037
conversion, exchange, purchase, or otherwise, the directors may	1038
adopt an amendment to reduce the authorized number of shares of	1039
the class by the number so redeemed, surrendered, or acquired; and	1040
when all of the authorized shares of a class have been redeemed or	1041
surrendered to or acquired by the corporation, the directors may	1042
adopt an amendment to eliminate from the articles all references	1043
to the shares of the class and to make other appropriate changes	1044
that are required by the elimination.	1045

(4) When articles have been amended and any change of issued	1046
or unissued shares provided for in the amendment or amended	1047
articles has become effective, the directors may adopt an	1048
amendment to eliminate from the articles all references to the	1049
change of shares and to make any other appropriate changes that	1050
are required by the elimination; however, an amendment to articles	1051
that is so adopted by the directors shall contain a statement with	1052
respect to the authorized number and the par value, if any, of the	1053
shares of each class.	1054

(5) After a merger or consolidation, in which the surviving	1055
or new corporation is a domestic corporation, becomes effective,	1056
the directors may adopt an amendment:	1057

(a) To eliminate from the articles any statement or	1058
provision pertaining exclusively to the merger or consolidation,	1059
or that was required to be set forth in the agreement of merger or	1060
consolidation and that would not be required in original articles	1061
or amendments to articles filed at the time the statement or	1062
provision was adopted;	1063

(b) To make any other appropriate changes required by that	1064
elimination.	1065

An amendment to articles adopted by the directors under	1066
division (B)(5) of this section need not contain or continue any	1067
statement with respect to the amount of stated capital.	1068

(6) Unless otherwise provided in the articles, the directors	1069
may adopt an amendment changing the name of the corporation.	1070

(7) The directors may adopt an amendment changing the place	1071
in this state where the principal office of the corporation is to	1072
be located.	1073

(8) When the directors have declared a dividend or	1074
distribution on any class of outstanding shares of the corporation	1075
to be paid in shares of the same class, the directors may adopt an	1076
amendment to proportionately increase the authorized number of	1077
shares of the class, provided that the corporation has only one	1078
class of shares outstanding or the dividend or distribution is not	1079
substantially prejudicial to the holders of any other class of the	1080
corporation's shares, and further provided that such an amendment	1081
be adopted concurrently with the amendment described in division	1082
(B)(10) of this section when the dividend or distribution is	1083
declared on outstanding shares with par value.	1084

(9) The directors may adopt an amendment to change each	1085
issued and unissued authorized share of an outstanding class into	1086
a greater number of shares of that class and to proportionately	1087
increase the authorized number of shares of that class, provided	1088
that the corporation has only one class of shares outstanding or	1089
the change is not substantially prejudicial to the holders of any	1090
other class of the corporation's shares, and further provided that	1091
such an amendment be adopted concurrently with the amendment	1092
described in division (B)(10) of this section when the change is	1093
made to outstanding shares with par value.	1094

(10) Concurrently with the adoption of an amendment under	1095
division (B)(8) or (9) of this section, the directors may adopt an	1096
amendment decreasing the par value of issued and unissued shares	1097
of a particular class to the extent necessary to prevent an	1098
increase in the aggregate par value of the outstanding shares of	1099
the class as a result of the dividend or distribution described in	1100
division (B)(8) of this section or the change described in	1101
division (B)(9) of this section.	1102

(C) If a vote on the adoption of an amendment is required by	1103
division (B)(4) of section 1701.71 of the Revised Code, any	1104
amendment to the articles adopted pursuant to division (B) of this	1105
section that creates a class or series of shares the express terms	1106
of which provide for the convertibility of the shares into shares	1107
of another class shall also require the approval of the holders,	1108
voting as a class, of any issued and outstanding shares into which	1109
the shares may be converted.	1110

(D) Divisions (B)(6) to (10) of this section shall not apply	1111
to a corporation with one hundred or fewer shareholders unless the	1112
corporation was created on or after the effective date of this	1113
amendment, or the articles of the corporation have been amended in	1114
compliance with section 1701.71 or 1701.73 of the Revised Code	1115
specifically to make those divisions applicable.	1116

Sec. 1701.71.  (A)(1) Except as otherwise provided in this	1117
division or division (A)(2) of this section, the shareholders, at	1118
a meeting held for that purpose, may adopt an amendment, including	1119
any amendment that could be adopted by the directors, by the	1120
affirmative vote of the holders of shares entitling them to	1121
exercise two-thirds of the voting power of the corporation on the	1122
proposal or, if the articles provide or permit, by the affirmative	1123
vote of a greater or lesser proportion, but not less than a	1124
majority, of such voting power, and by the affirmative vote of the	1125
holders of shares of any particular class that is required by the	1126
articles. Any amendment that would change or eliminate the	1127
classification of directors of an issuing public corporation whose	1128
directors are classified pursuant to section 1701.57 of the	1129
Revised Code shall be adopted by the shareholders only at a	1130
meeting expressly held for that purpose, by the affirmative votes	1131
required under this division, and also by the affirmative vote of	1132
the holders of at least a majority of disinterested shares voted	1133
on the proposal determined as specified in division (C)(9) of	1134
section 1704.01 of the Revised Code. If, at the time an amendment	1135
to eliminate cumulative voting rights permitted by division	1136
(B)(10) of section 1701.69 of the Revised Code is acted upon by	1137
the shareholders, a corporation does not have issued and	1138
outstanding shares that are listed on a national securities	1139
exchange or are regularly quoted in an over-the-counter market by	1140
one or more members of a national or affiliated securities	1141
association, that amendment shall not be adopted if the votes of a	1142
sufficient number of shares are cast against the amendment that,	1143
if cumulatively voted at an election of all the directors, or all	1144
the directors of a particular class, as the case may be, would at	1145
the time the amendment is acted upon by the shareholders be	1146
sufficient to elect at least one director.	1147

(2) Whenever under division (B) of this section the holders	1148
of shares of any particular class are entitled to vote as a class	1149
on the adoption of an amendment, the amendment, in order to be	1150
adopted, must receive the affirmative vote of the holders of at	1151
least two-thirds of the shares of that class or, if the articles	1152
provide or permit, a greater or lesser proportion, but not less	1153
than a majority, of the shares of that class. If the proposed	1154
amendment would authorize any particular corporate action that,	1155
under any applicable provision of law or under the existing	1156
articles, could be authorized only by or pursuant to a specified	1157
vote of shareholders, the amendment, in order to be adopted, must	1158
receive the affirmative vote so specified.	1159

(B) Regardless of limitations or restrictions in the	1160
articles on the voting rights of the shares of any class, the	1161
holders of shares of a particular class, and in the cases	1162
specified in divisions (B)(6), (7), and (8) of this section the	1163
holders of shares of every class, shall be entitled to vote as a	1164
class on the adoption of an amendment that does any of the	1165
following:	1166

(1) Increases or decreases the par value of the issued	1167
shares of the particular class, except in the case of an amendment	1168
to the articles adopted by the directors pursuant to division	1169
(B)(10) of section 1701.70 of the Revised Code;	1170

(2) Changes issued shares of the particular class, whether	1171
with or without par value, into a lesser number of shares of the	1172
same class or into the same or a different number of shares of any	1173
other class, with or without par value, previously or then	1174
authorized;	1175

(3) Changes the express terms, or adds express terms, of the	1176
shares of the particular class in any manner substantially	1177
prejudicial to the holders of the shares;	1178

(4) Changes the express terms of issued shares of any class	1179
senior to the particular class in any manner substantially	1180
prejudicial to the holders of shares of the particular class;	1181

(5) Authorizes shares of another class that are convertible	1182
into, or authorizes the conversion of shares of another class	1183
into, shares of the particular class, or authorizes the directors	1184
to fix or alter conversion rights of shares of another class that	1185
are convertible into shares of the particular class; provided,	1186
however, both of the following apply:	1187

(a) The failure to obtain the shareholders' approval only	1188
prevents the conversion of the shares until the shareholders'	1189
approval is obtained and does not otherwise affect the	1190
authorization or any other express terms of the shares;	1191

(b) The articles may provide that no vote of the holders of	1192
common shares, as a class, is required in connection with the	1193
authorization of shares of any class that are convertible into	1194
common shares.	1195

(6) Provides, in the case of an amendment described in	1196
division (B)(1) or (2) of this section, that the stated capital of	1197
the corporation shall be reduced or eliminated as a result of the	1198
amendment, or provides, in the case of an amendment described in	1199
division (B)(5) of this section, that the stated capital of the	1200
corporation shall be reduced or eliminated upon the exercise of	1201
such conversion rights, provided that any reduction or elimination	1202
is consistent with section 1701.30 of the Revised Code;	1203

(7) Changes substantially the purposes of the corporation,	1204
or provides that a subsequent amendment to the articles may be	1205
adopted that changes substantially the purposes of the	1206
corporation;	1207

(8) Changes a corporation into a nonprofit corporation.

1208

(C) An amendment that changes a corporation into a nonprofit	1209
corporation shall contain a statement of purposes proper in the	1210
case of a nonprofit corporation and a statement that, after the	1211
effective date of the amendment, the corporation shall be subject	1212
to the provisions of the Revised Code relating to nonprofit	1213
corporations. In the case of a corporation formed on or after	1214
June 9, 1927, the amendment also shall provide for the	1215
cancellation of all outstanding shares and the terms and	1216
considerations, if any, for the cancellation. In the case of a	1217
corporation formed prior to June 9, 1927, the amendment may	1218
provide for the cancellation of outstanding shares, but if it does	1219
not so provide, the amendment shall contain a provision forbidding	1220
the payment of dividends or distributions on any shares after the	1221
effective date of the amendment.	1222

Sec. 1701.73.  (A) Upon the adoption of any amendment or	1223
amended articles, a certificate containing a copy of the	1224
resolution adopting the amendment or amended articles, a statement	1225
of the manner of its adoption, and, in the case of adoption of the	1226
resolution by the incorporators or directors, a statement of the	1227
basis for such adoption, shall be filed with the secretary of	1228
state, and thereupon the articles shall be amended accordingly,	1229
any change of shares provided for in the amendment or amended	1230
articles shall become effective, and the amended articles shall	1231
supersede the existing articles. When an amendment or amended	1232
articles are adopted by the directors pursuant to section 1701.70	1233
of the Revised Code, the corporation shall send notice of the	1234
amendment or amended articles, and a copy or summary thereof, by	1235
mail, overnight delivery service, or any other means of	1236
communication authorized by the shareholder to whom the notice and	1237
copy or summary are sent, to each shareholder of the corporation	1238
of record as of the date on which the directors approved the	1239
amendment or amended articles. The notice shall be sent to the	1240
shareholders within twenty days after the filing of the	1241
certificate required by this division.	1242

(B) When an amendment or amended articles are adopted by the	1243
incorporators, the certificate shall be signed by each of them.	1244

(C) When an amendment or amended articles are adopted by the	1245
directors or by the shareholders, the certificate shall be signed	1246
by any authorized officer.	1247

(D) A copy of an amendment or amended articles changing the	1248
name of a corporation or its principal office in this state,	1249
certified by the secretary of state, may be filed for record in	1250
the office of the county recorder of any county in this state, and	1251
for such recording the county recorder shall charge and collect	1252
the same fee as provided for in division (A) of section 317.32 of	1253
the Revised Code. Such copy shall be recorded in the records of	1254
deeds.	1255

Sec. 1701.80.  (A) Pursuant to an agreement of merger	1256
between the constituent corporations as provided in this section	1257
and provided that the provisions of Chapter 1704. of the Revised	1258
Code do not prevent the merger from being effected, one or more	1259
domestic or foreign subsidiaries may be merged into a domestic or	1260
foreign parent corporation, provided that the parent owns ninety	1261
per cent or more of each class of the outstanding shares of each	1262
subsidiary, that at least one constituent corporation is a	1263
domestic corporation, and that, in the case of a domestic parent,	1264
the conditions set forth in divisions (D)(1), (2), (3), and (4) of	1265
section 1701.78 of the Revised Code do not exist.	1266

(B) The agreement of merger shall set forth the designation	1267
and the number of the outstanding shares of each class of each	1268
subsidiary constituent corporation and the number of shares of	1269
each such class owned by the surviving corporation. It shall also	1270
set forth any statements and matters that are required, and may	1271
set forth any provision that is permitted, in a merger under	1272
section 1701.78 of the Revised Code if the surviving corporation	1273
is a domestic corporation or under section 1701.79 of the Revised	1274
Code if the surviving corporation is a foreign corporation.	1275

(C)(1) To effect the merger, the agreement shall be approved	1276
by the directors of each domestic constituent corporation, but it	1277
need not be adopted by the shareholders of any domestic	1278
constituent corporation. If any constituent corporation is a	1279
foreign corporation, the agreement shall be approved or otherwise	1280
authorized by or on behalf of each foreign constituent corporation	1281
in accordance with the laws of the state under which it exists.	1282

(2) Within twenty days after the approval of the agreement	1283
of merger by the directors of each domestic constituent	1284
corporation, the surviving corporation shall deliver or send	1285
written notice of such approval and copy or summary of the	1286
agreement to each shareholder of each domestic constituent	1287
corporation, other than the surviving corporation, of record as of	1288
the date on which the directors of the surviving corporation	1289
approved the agreement by mail, overnight delivery service, or any	1290
other means of communication authorized by the shareholder to whom	1291
the notice and copy or summary are sent.	1292

(D) The approval of the agreement of merger by the directors	1293
of a domestic constituent corporation under this section	1294
constitutes adoption by that corporation.	1295

Sec. 1701.801.  (A) Pursuant to an agreement of merger	1296
between the constituent corporations as provided in this section	1297
and provided that the provisions of Chapter 1704. of the Revised	1298
Code do not prevent the merger from being effected, one or more	1299
domestic or foreign corporations may be merged into a domestic	1300
corporation, provided that the domestic surviving corporation is a	1301
subsidiary of one of the constituent corporations and that the	1302
parent constituent corporation owns ninety per cent or more of	1303
each class of the outstanding shares of the surviving subsidiary	1304
corporation.	1305

(B) The agreement of merger shall set forth the designation	1306
and the number of the outstanding shares of each class of the	1307
surviving subsidiary corporation and the number of shares of each	1308
such class owned by the parent constituent corporation. It shall	1309
also set forth any statements and matters that are required, and	1310
may set forth any provision that is permitted, in a merger under	1311
section 1701.78 of the Revised Code.	1312

(C)(1) To effect the merger, the agreement shall be approved	1313
by the directors of each domestic constituent corporation and	1314
shall be adopted by the shareholders of each domestic constituent	1315
corporation in the same manner and with the same notice to and	1316
vote of shareholders or holders of a particular class of shares as	1317
is required by section 1701.78 of the Revised Code, except that	1318
the agreement need not be adopted by the shareholders of the	1319
surviving subsidiary corporation. If any constituent corporation	1320
is a foreign corporation, the agreement shall be approved or	1321
otherwise authorized by or on behalf of each foreign constituent	1322
corporation in accordance with the laws of the state under which	1323
it exists.	1324

(2) Within twenty days after the approval of the agreement	1325
of merger by the directors of the surviving subsidiary	1326
corporation, the surviving corporation shall deliver or send	1327
written notice of such approval and a copy or summary of the	1328
agreement to each shareholder of the surviving corporation, other	1329
than the parent of the surviving corporation, of record as of the	1330
date on which the directors of the surviving corporation approved	1331
the agreement by mail, overnight delivery service, or any other	1332
means of communication authorized by the shareholder to whom the	1333
notice and copy or summary are sent.	1334

(D) The approval of the agreement of merger by the directors	1335
of the surviving subsidiary corporation under this section	1336
constitutes adoption by the corporation.	1337

Sec. 1701.86.  (A) A corporation may be dissolved	1338
voluntarily in the manner provided in this section, provided the	1339
provisions of Chapter 1704. of the Revised Code do not prevent the	1340
dissolution from being effected.	1341

(B) A resolution of dissolution for a corporation shall set	1342
forth:	1343

(1) That the corporation elects to be dissolved;

1344

(2) Any additional provision considered necessary with	1345
respect to the proposed dissolution and winding up.	1346

(C) If an initial stated capital is not set forth in the	1347
articles then before the corporation begins business, or if an	1348
initial stated capital is set forth in the articles then before	1349
subscriptions to shares shall have been received in the amount of	1350
that initial stated capital, the incorporators or a majority of	1351
them may adopt, by a writing signed by them, a resolution of	1352
dissolution.	1353

(D) The directors may adopt a resolution of dissolution in	1354
the following cases:	1355

(1) When the corporation has been adjudged bankrupt or has	1356
made a general assignment for the benefit of creditors;	1357

(2) By leave of the court, when a receiver has been	1358
appointed in a general creditors' suit or in any suit in which the	1359
affairs of the corporation are to be wound up;	1360

(3) When substantially all of the assets have been sold at	1361
judicial sale or otherwise;	1362

(4) When the articles have been canceled for failure to file	1363
annual franchise or excise tax returns or for failure to pay	1364
franchise or excise taxes and the corporation has not been	1365
reinstated or does not desire to be reinstated;	1366

(5) When the period of existence of the corporation	1367
specified in its articles has expired.	1368

(E) The shareholders at a meeting held for such purpose may	1369
adopt a resolution of dissolution by the affirmative vote of the	1370
holders of shares entitling them to exercise two-thirds of the	1371
voting power of the corporation on such proposal or, if the	1372
articles provide or permit, by the affirmative vote of a greater	1373
or lesser proportion, though less than a majority, of such voting	1374
power, and by such affirmative vote of the holders of shares of	1375
any particular class as is required by the articles. Notice of	1376
the meeting of the shareholders shall be given to all the	1377
shareholders whether or not entitled to vote at it.	1378

(F) Upon the adoption of a resolution of dissolution, a	1379
certificate shall be prepared, on a form prescribed by the	1380
secretary of state, setting forth the following:	1381

(1) The name of the corporation;

1382

(2) A statement that a resolution of dissolution has been	1383
adopted;	1384

(3) A statement of the manner of adoption of such	1385
resolution, and, in the case of its adoption by the incorporators	1386
or directors, a statement of the basis for such adoption;	1387

(4) The place in this state where its principal office is or	1388
is to be located;	1389

(5) The names and addresses of its directors and officers,	1390
unless the resolution of dissolution is adopted by the	1391
incorporators, in which event the names and addresses of the	1392
incorporators shall be set forth in the certificate;	1393

(6) The name and address of its statutory agent;

1394

(7) The date of dissolution, if other than the filing date.

1395

(G) Such certificate shall be signed as follows:

1396

(1) When the resolution of dissolution is adopted by the	1397
incorporators or a majority of them, the certificate shall be	1398
signed by not less than a majority of them;	1399

(2) When the resolution is adopted by the directors or by	1400
the shareholders, the certificate shall be signed by any	1401
authorized officer, unless the officer fails to execute and file	1402
such certificate within thirty days after the adoption of the	1403
resolution or upon any date specified in the resolution as the	1404
date upon which such certificate is to be filed or upon the	1405
expiration of any period specified in the resolution as the period	1406
within which such certificate is to be filed, whichever is latest,	1407
in which event the certificate of dissolution may be signed by any	1408
three shareholders and shall set forth a statement that the	1409
persons signing the certificate are shareholders and are filing	1410
the certificate because of the failure of the officers to do so.	1411

(H) A certificate of dissolution, filed with the secretary	1412
of state, shall be accompanied by:	1413

(1) An affidavit of one or more of the persons executing the	1414
certificate of dissolution or of an officer of the corporation	1415
containing a statement of the counties, if any, in this state in	1416
which the corporation has personal property or a statement that	1417
the corporation is of a type required to pay personal property	1418
taxes to state authorities only;	1419

(2) A receipt, certificate, or other evidence showing the	1420
payment of all franchise, sales, use, and highway use taxes	1421
accruing up to the date of such filing or, if applicable, to the	1422
later date specified in the certificate of dissolution in	1423
accordance with division (F) of this section, or that such payment	1424
has been adequately guaranteed;	1425

(3) A receipt, certificate, or other evidence showing the	1426
payment of all personal property taxes accruing up to the date of	1427
such filing or, if applicable, to the later date specified in the	1428
certificate of dissolution in accordance with division (F) of this	1429
section, or that such payment has been adequately guaranteed;	1430

(4) A receipt, certificate, or other evidence from the	1431
director of job and family services showing that all contributions	1432
due from the corporation as an employer have been paid, or that	1433
such payment has been adequately guaranteed, or that the	1434
corporation is not subject to such contributions;	1435

(5) A receipt, certificate, or other evidence from the	1436
bureau of workers' compensation showing that all premiums due from	1437
the corporation as an employer have been paid, or that such	1438
payment has been adequately guaranteed, or that the corporation is	1439
not subject to such premium payments;	1440

(6) In lieu of the receipt, certificate, or other evidence	1441
described in division (H)(2), (3), (4), or (5) of this section, an	1442
affidavit of one or more persons executing the certificate of	1443
dissolution or of an officer of the corporation containing a	1444
statement of the date upon which the particular department,	1445
agency, or authority was advised in writing of the scheduled	1446
effective date of filing of the certificate of dissolution and was	1447
advised in writing of the acknowledgment by the corporation of the	1448
applicability of the provisions of section 1701.95 of the Revised	1449
Code.	1450

(I) Upon the filing of a certificate of dissolution and such	1451
accompanying documents or on a later date specified in the	1452
certificate that is not more than ninety days after the filing,	1453
the corporation shall be dissolved.	1454

Sec. 1701.93.  (A) No officer, director, employee, or agent	1455
of a corporation shall, either alone or with another or others,	1456
with intent to deceive:	1457

(1) Make, issue, deliver, transmit by mail, or publish, or	1458
send by mail or by any other means of communication any	1459
prospectus, report, circular, certificate, statement, balance	1460
sheet, exhibit, or document, respecting the shares, assets,	1461
liabilities, capital, business, dividends or distributions,	1462
earnings, or accounts of a corporation, whichthat is false in any	1463
material respect, knowing suchthe statement to be false;	1464

(2) Having charge of any books, minutes, records, or	1465
accounts of a corporation, make thereinin them any entry which	1466
that is false in any material respect, knowing suchthe entry to	1467
be false, or remove, erase, alter, or cancel any entry thereinin	1468
them, knowing that the entries resulting therefromfrom them will	1469
be false.	1470

(B) Whoever violates this section shall be personally	1471
liable, jointly and severally, with all other persons	1472
participating with himthe offender in any such act of that type,	1473
to any person for any damage actually suffered and proximately	1474
resulting from suchthe act.	1475

(C) No action to enforce a liability under this section	1476
shall be brought after four years from the time of the act	1477
complained of.	1478

(D) Remedies under this section are not exclusive of other	1479
remedies at common law or under other statutes.	1480

Sec. 1701.94.  (A) Every corporation whichthat fails to:

1481

(1) Keep the books of account, minutes of proceedings, or	1482
records of shareholders as required by section 1701.37 of the	1483
Revised Code;	1484

(2) Comply with division (C) of section 1701.11 of the	1485
Revised Code with respect to mailing a copy of an amendment to, or	1486
copy of new, regulations;	1487

(3) Perform the obligation imposed on it by division (C) of	1488
section 1701.25 of the Revised Code;	1489

(4) MailSend to any shareholder making written request	1490
therefor, within the period provided for in division (C) of	1491
section 1701.38 of the Revised Code, a copy of the financial	1492
statement referred to in that section;	1493

(5) Lay before the shareholders or make available in the	1494
manner provided for in division (D) of section 1701.38 of the	1495
Revised Code at a proper meeting of shareholders, upon request of	1496
any shareholder at such meeting, such financial statement;	1497

(6) Produce at a meeting of shareholders, upon request of	1498
any shareholder at such meeting, the list or lists of shareholders	1499
required by section 1701.37 of the Revised Code; shall be subject	1500
to a forfeiture of one hundred dollars and in cases under	1501
paragraphs (1), (2), (3), and (4) to a further forfeiture of ten	1502
dollars for every day that such failure continues, beginning, in	1503
cases under paragraphs (1) or (2), with the fifth day after	1504
written request by a shareholder that the corporation comply with	1505
said respective paragraphs, and in cases under paragraphs (3) and	1506
(4) beginning with the day following the day on which the	1507
corporation becomes delinquent in complying with said paragraph,	1508
which amount shall be paid to every shareholder making such	1509
request. The right of a shareholder to enforce any such	1510
forfeiture is in addition to all other remedies.	1511

(B) If any officer charged with one of the duties specified	1512
in division (A) of this section fails to perform such duty after	1513
written request by any shareholder, hethe officer shall be	1514
subject to a forfeiture of one hundred dollars, and to the further	1515
forfeiture of ten dollars for every day that such default	1516
continues, beginning in cases under paragraphs (1), (2), (3), and	1517
(4) of division (A) on the same respective days as are provided	1518
for in division (A), which amount shall be paid to each	1519
shareholder making such request. The right of each shareholder to	1520
enforce any such forfeiture is in addition to all other remedies.	1521

(C) The court in which an action is brought to enforce any	1522
forfeiture under this section may reduce, remit, or suspend such	1523
forfeiture on such terms as it deems reasonable when it appears	1524
that the failure was excusable or that the imposition of the full	1525
forfeiture would be unreasonable or unjust.	1526

Sec. 1702.04.  (A) Any person, singly or jointly with	1527
others, and without regard to residence, domicile, or state of	1528
incorporation, may form a corporation by signing and filing with	1529
the secretary of state articles of incorporation, which shall set	1530
forth the following:	1531

(1) The name of the corporation;

1532

(2) The place in this state where the principal office of	1533
the corporation is to be located;	1534

(3) The purpose or purposes for which the corporation is	1535
formed.	1536

(B) The articles also may set forth the following:

1537

(1) The names of individuals who are to serve as the initial	1538
directors;	1539

(2) The names of any persons or the designation of any group	1540
of persons who are to be the initial members;	1541

(3) Any qualification of membership and the classification	1542
of members;	1543

(4) A provision to the effect that the corporation shall be	1544
subordinate to and subject to the authority of any head or	1545
national association, lodge, order, beneficial association,	1546
fraternal or beneficial society, foundation, federation, or any	1547
other nonprofit corporation, society, organization, or	1548
association;	1549

(5) Any lawful provision for the purpose of defining,	1550
limiting, or regulating the exercise of the authority of the	1551
corporation, the incorporators, the directors, the officers, the	1552
members, or any class of members, or creating or defining rights	1553
and privileges of the members among themselves or in the property	1554
of the corporation, or governing the distribution of assets on	1555
dissolution;	1556

(6) Any provision that may be set forth in the regulations;

1557

(7) A provision specifying the period of existence of the	1558
corporation if it is to be otherwise than perpetual;	1559

(8) Any additional provision permitted by this chapter.

1560

(C) A written appointment of a statutory agent for the	1561
purposes set forth in section 1702.06 of the Revised Code shall be	1562
filed with the articles, unless the corporation belongs to one of	1563
the classes mentioned in division (N) of that section.	1564

(D) The legal existence of the corporation shall begin	1565
begins upon the filing of the articles or on a later date	1566
specified in the articles that is not more than ninety days after	1567
the filing, and, unless the articles otherwise provide, its period	1568
of existence shall be perpetual.	1569

Sec. 1702.47.  (A) A corporation may be dissolved	1570
voluntarily in the manner provided in this section.	1571

(B) A resolution of dissolution for a corporation shall set	1572
forth:	1573

(1) That the corporation elects to be dissolved;

1574

(2) Any additional provision deemed necessary with respect	1575
to the proposed dissolution and winding up.	1576

(C) The directors may adopt a resolution of dissolution in	1577
the following cases:	1578

(1) When the corporation has been adjudged bankrupt or has	1579
made a general assignment for the benefit of creditors;	1580

(2) By leave of the court, when a receiver has been	1581
appointed in a general creditors' suit or in any suit in which the	1582
affairs of the corporation are to be wound up;	1583

(3) When substantially all of the assets have been sold at	1584
judicial sale or otherwise;	1585

(4) When the period of existence of the corporation	1586
specified in its articles has expired.	1587

(D) The voting members at a meeting held for such purpose	1588
may adopt a resolution of dissolution by the affirmative vote of a	1589
majority of the voting members present in person or, if permitted,	1590
by mail or by proxy, if a quorum is present or, if the articles or	1591
the regulations provide or permit, by the affirmative vote of a	1592
greater or lesser proportion or number of the voting members, and	1593
by such affirmative vote of the voting members of any particular	1594
class as is required by the articles or the regulations. Notice	1595
of the meeting of the members shall be given to all the members	1596
entitled to vote thereat.	1597

(E) Upon the adoption of a resolution of dissolution, a	1598
certificate shall be prepared, on a form prescribed by the	1599
secretary of state, setting forth the following:	1600

(1) The name of the corporation;

1601

(2) A statement that a resolution of dissolution has been	1602
adopted;	1603

(3) A statement of the manner of adoption of such	1604
resolution, and, in the case of its adoption by the directors, a	1605
statement of the basis for such adoption;	1606

(4) The place in this state where its principal office is or	1607
is to be located;	1608

(5) The names and addresses of its directors and officers;

1609

(6) The name and address of its statutory agent;

1610

(7) The date of dissolution, if other than the filing date.

1611

(F) Such certificate shall be signed by any authorized	1612
officer, unless the officer fails to execute and file such	1613
certificate within thirty days after the adoption of the	1614
resolution, or upon any date specified in the resolution as the	1615
date upon which such certificate is to be filed, or upon the	1616
expiration of any period specified in the resolution as the period	1617
within which such certificate is to be filed, whichever is latest,	1618
in which event the certificate of dissolution may be signed by any	1619
three voting members and shall set forth a statement that the	1620
persons signing the certificate are voting members and are filing	1621
the certificate because of the failure of the officers to do so.	1622

(G) A certificate of dissolution, filed with the secretary	1623
of state, shall be accompanied by:	1624

(1) An affidavit of one or more of the persons executing the	1625
certificate of dissolution or of an officer of the corporation	1626
containing a statement of the counties, if any, in this state in	1627
which the corporation has personal property subject to personal	1628
property taxes or a statement that the corporation is of a type	1629
required to pay personal property taxes to state authorities only;	1630

(2) A receipt, certificate, or other evidence showing the	1631
payment of all personal property taxes accruing up to the date of	1632
such filing or, if applicable, to the later date specified in the	1633
certificate of dissolution in accordance with division (E) of this	1634
section, unless the affidavit provided for in division (G)(1) of	1635
this section states that the corporation has in this state no	1636
personal property subject to personal property taxes;	1637

(3) A receipt, certificate, or other evidence from the	1638
director of job and family services showing that all contributions	1639
due from the corporation as an employer have been paid, or that	1640
such payment has been adequately guaranteed, or that the	1641
corporation is not subject to such contributions;	1642

(4) A receipt, certificate, or other evidence showing the	1643
payment of all sales, use, and highway use taxes accruing up to	1644
the date of such filing or, if applicable, to the later date	1645
specified in the certificate of dissolution in accordance with	1646
division (E) of this section, or that such payment has been	1647
adequately guaranteed;	1648

(5) In lieu of the receipt, certificate, or other evidence	1649
described in division (G)(2), (3), or (4) of this section, an	1650
affidavit of one or more of the persons executing the certificate	1651
of dissolution or of an officer of the corporation containing a	1652
statement of the date upon which the particular department,	1653
agency, or authority was advised in writing of the scheduled	1654
effective date of the filing of the certificate of dissolution and	1655
was advised in writing of the acknowledgement by the corporation	1656
of the applicability of section 1702.55 of the Revised Code.	1657

(H) Upon the filing of a certificate of dissolution and such	1658
accompanying documents or on a later date specified in the	1659
certificate that is not more than ninety days after the filing,	1660
the corporation shall be dissolved.	1661

Sec. 1703.06.  Any person intending to organize a corporation	1662
under the laws of another state, or any foreign corporation	1663
intending to transact business in this state or intending to	1664
change its name, may file in the office of the secretary of state,	1665
in writing and on a form prescribed by the secretary of state, an	1666
application for the exclusive use of a name to be used by such	1667
that proposed or existing foreign corporation. If the secretary of	1668
state finds that such a name is proper under section 1703.04 of	1669
the Revised Code, the secretary of state shall indorse the	1670
secretary of state's approval upon suchthe application, and from	1671
the date of suchthat indorsement suchthe applicant shall have	1672
the exclusive use of suchthat name for a period of sixtyone	1673
hundred eighty days. The rights so secured may be transferred by	1674
the holder thereofof the rights by filing in the office of the	1675
secretary of state a written transfer setting forth the name and	1676
address of the transferee. Every such application under this	1677
section shall be accompanied by a fee of fivefifty dollars, which	1678
shall be returned in the event that the application is not	1679
approved.	1680

Sec. 1705.04.  (A) One or more persons, without regard to	1681
residence, domicile, or state of organization, may form a limited	1682
liability company. The company is formed when one or more persons	1683
or their authorized representative signs and filesarticles of	1684
organization shall be signed and filed with the secretary of state	1685
articles of organization thatand shall set forth all of the	1686
following:	1687

(1) The name of the company;

1688

(2) Except as provided in division (B) of this section, the	1689
period of its duration, which may be perpetual;	1690

(3) Any other provisions that are from the operating	1691
agreement or that are not inconsistent with applicable law and	1692
that the members elect to set out in the articles for the	1693
regulation of the affairs of the company.	1694

The legal existence of the company begins upon the filing of	1695
the articles of organization or on a later date specified in the	1696
articles of organization that is not more than ninety days after	1697
the filing.	1698

(B) If the articles of organization or operating agreement	1699
do not set forth the period of the duration of the limited	1700
liability company, its duration shall be perpetual.	1701

(C) If a limited liability company is formed under this	1702
chapter for the purpose of rendering a professional service, the	1703
kinds of professional services authorized under Chapters 4703. and	1704
4733. of the Revised Code, or a combination of the professional	1705
services of optometrists authorized under Chapter 4725. of the	1706
Revised Code, chiropractors authorized under Chapter 4734. of the	1707
Revised Code, psychologists authorized under Chapter 4732. of the	1708
Revised Code, registered or licensed practical nurses authorized	1709
under Chapter 4723. of the Revised Code, pharmacists authorized	1710
under Chapter 4729. of the Revised Code, physical therapists	1711
authorized under sections 4755.40 to 4755.53 of the Revised Code,	1712
mechanotherapists authorized under section 4731.151 of the Revised	1713
Code, and doctors of medicine and surgery, osteopathic medicine	1714
and surgery, or podiatric medicine and surgery authorized under	1715
Chapter 4731. of the Revised Code, the following apply:	1716

(1) Each member, employee, or other agent of the company who	1717
renders a professional service in this state and, if the	1718
management of the company is not reserved to its members, each	1719
manager of the company who renders a professional service in this	1720
state shall be licensed, certificated, or otherwise legally	1721
authorized to render in this state the same kind of professional	1722
service; if applicable, the kinds of professional services	1723
authorized under Chapters 4703. and 4733. of the Revised Code; or,	1724
if applicable, any of the kinds of professional services of	1725
optometrists authorized under Chapter 4725. of the Revised Code,	1726
chiropractors authorized under Chapter 4734. of the Revised Code,	1727
psychologists authorized under Chapter 4732. of the Revised Code,	1728
registered or licensed practical nurses authorized under Chapter	1729
4723. of the Revised Code, pharmacists authorized under Chapter	1730
4729. of the Revised Code, physical therapists authorized under	1731
sections 4755.40 to 4755.53 of the Revised Code, mechanotherapists	1732
authorized under section 4731.151 of the Revised Code, or doctors	1733
of medicine and surgery, osteopathic medicine and surgery, or	1734
podiatric medicine and surgery authorized under Chapter 4731. of	1735
the Revised Code.	1736

(2) Each member, employee, or other agent of the company who	1737
renders a professional service in another state and, if the	1738
management of the company is not reserved to its members, each	1739
manager of the company who renders a professional service in	1740
another state shall be licensed, certificated, or otherwise	1741
legally authorized to render that professional service in the	1742
other state.	1743

(D) Except for the provisions of this chapter pertaining to	1744
the personal liability of members, employees, or other agents of a	1745
limited liability company and, if the management of the company is	1746
not reserved to its members, the personal liability of managers of	1747
the company, this chapter does not restrict, limit, or otherwise	1748
affect the authority or responsibilities of any agency, board,	1749
commission, department, office, or other entity to license,	1750
certificate, register, and otherwise regulate the professional	1751
conduct of individuals or organizations of any kind rendering	1752
professional services in this state or to regulate the practice of	1753
any profession that is within the jurisdiction of the agency,	1754
board, commission, department, office, or other entity,	1755
notwithstanding that the individual is a member or manager of a	1756
limited liability company and is rendering the professional	1757
services or engaging in the practice of the profession through the	1758
limited liability company or that the organization is a limited	1759
liability company.	1760

(E) No limited liability company formed for the purpose of	1761
providing a combination of the professional services, as defined	1762
in section 1785.01 of the Revised Code, of optometrists authorized	1763
under Chapter 4725. of the Revised Code, chiropractors authorized	1764
under Chapter 4734. of the Revised Code, psychologists authorized	1765
under Chapter 4732. of the Revised Code, registered or licensed	1766
practical nurses authorized under Chapter 4723. of the Revised	1767
Code, pharmacists authorized under Chapter 4729. of the Revised	1768
Code, physical therapists authorized under sections 4755.40 to	1769
4755.53 of the Revised Code, mechanotherapists authorized under	1770
section 4731.151 of the Revised Code, and doctors of medicine and	1771
surgery, osteopathic medicine and surgery, or podiatric medicine	1772
and surgery authorized under Chapter 4731. of the Revised Code	1773
shall control the professional clinical judgment exercised within	1774
accepted and prevailing standards of practice of a licensed,	1775
certificated, or otherwise legally authorized optometrist,	1776
chiropractor, psychologist, nurse, pharmacist, physical therapist,	1777
mechanotherapist, or doctor of medicine and surgery, osteopathic	1778
medicine and surgery, or podiatric medicine and surgery in	1779
rendering care, treatment, or professional advice to an individual	1780
patient.	1781

This division does not prevent a hospital, as defined in	1782
section 3727.01 of the Revised Code, insurer, as defined in	1783
section 3999.36 of the Revised Code, or intermediary organization,	1784
as defined in section 1751.01 of the Revised Code, from entering	1785
into a contract with a limited liability company described in this	1786
division that includes a provision requiring utilization review,	1787
quality assurance, peer review, or other performance or quality	1788
standards. Those activities shall not be construed as controlling	1789
the professional clinical judgment of an individual practitioner	1790
listed in this division.	1791

Sec. 1775.64.  (A) Before transacting business in this	1792
state, a foreign limited liability partnership shall file a	1793
registration application with the secretary of state. The	1794
application shall be on a form prescribed by the secretary of	1795
state and shall set forth only the following information:	1796

(1) The name of the partnership;

1797

(2) The jurisdiction pursuant to the laws of which it was	1798
organized as a limited liability partnership;	1799

(3) The address of its principal office or, if the	1800
partnership's principal office is not located in this state, the	1801
address of a registered office;	1802

(4) The name and address of its agent for service of process	1803
in this state;	1804

(5) A brief statement of the business in which the	1805
partnership engages.	1806

(B) A registration application shall be accompanied by the	1807
application fee specified in division (F) of section 111.16 of the	1808
Revised Code.	1809

(C) A foreign limited liability partnership transacting	1810
business in this state shall comply with the name, correction, and	1811
annual reporting requirements set forth in division (G) of section	1812
1775.61, divisions (B) and (C) of section 1775.62, and section	1813
1775.63 of the Revised Code and shall comply with any statutory or	1814
administrative registration or filing requirements governing the	1815
specific type of business in which the partnership engages.	1816

(D) The secretary of state shall register as a foreign	1817
limited liability partnership, any foreign limited liability	1818
partnership that submits a completed registration application with	1819
the required fee.	1820

(E) Registration as a foreign limited liability partnership	1821
ceases if the registration is voluntarily withdrawn by filing	1822
with the secretary of state, on a form prescribed by the secretary	1823
of state, a written withdrawal notice signed by one or more	1824
partners authorized by the partnership to execute a withdrawal	1825
notice.	1826

Sec. 1785.06.  A professional association, within thirty days	1827
after the thirtieth day of June in each even-numbered year, shall	1828
furnish a statement to the secretary of state showing the names	1829
and post-office addresses of all of the shareholders in the	1830
association and certifying that all of the shareholders are duly	1831
licensed, certificated, or otherwise legally authorized to render	1832
within this state the same professional service for which the	1833
association was organized or, in the case of a combination of	1834
professional services described in division (B) of section 1785.01	1835
of the Revised Code, to render within this state any of the	1836
applicable types of professional services for which the	1837
association was organized. This statement shall be made on a form	1838
that the secretary of state shall prescribe, shall be signed by an	1839
officer of the association, and shall be filed in the office of	1840
the secretary of state.	1841

If any professional association fails to file the annual	1842
biennial statement within the time required by this section, the	1843
secretary of state shall give notice of the failure by certified	1844
mail, return receipt requested, to the last known address of the	1845
association or its agent. If the annualbiennial statement is not	1846
filed within thirty days after the mailing of the notice, the	1847
secretary of state, upon the expiration of that period, shall	1848
cancel the association's articles of incorporation, give notice of	1849
the cancellation to the association by mail sent to the last known	1850
address of the association or its agent, and make a notation of	1851
the cancellation on the records of the secretary of state.	1852

A professional association whose articles have been canceled	1853
pursuant to this section may be reinstated by filing an	1854
application for reinstatement and the required annualbiennial	1855
statement or statements and by paying the reinstatement fee	1856
specified in division (Q) of section 111.16 of the Revised Code.	1857
The rights, privileges, and franchises of a professional	1858
association whose articles have been reinstated are subject to	1859
section 1701.922 of the Revised Code. The secretary of state	1860
shall inform the tax commissioner of all cancellations and	1861
reinstatements under this section.	1862

Sec. 5733.03.  The annual corporation report shall include	1863
statements of the following facts as of the date of the beginning	1864
of the corporation's annual accounting period that includes the	1865
first day of January of the tax year:	1866

(A) The name of the corporation;

1867

(B) The name of the state or country under the laws of which	1868
it is incorporated;	1869

(C) The location of its principal office and, in the case of	1870
a foreign corporation, the location of its principal place of	1871
business in this state and the name and address of the officer or	1872
agent of the corporation in charge of the business in this state;	1873

(D) The names of its president, secretary, treasurer, and	1874
statutory agent in this state, with the post office address of	1875
each;	1876

(E) The kind of business in which the corporation is	1877
engaged;	1878

(F) The date of the beginning of the corporation's annual	1879
accounting period that includes the first day of January of the	1880
tax year;	1881

(G) All other information that the tax commissioner requires	1882
for the proper administration and enforcement of this chapter.	1883

The tax commissioner may prescribe requirements as to the	1884
keeping of records and other pertinent documents, the filing of	1885
copies of federal income tax returns and determinations, and	1886
computations reconciling federal income tax returns with the	1887
report required by section 5733.02 or 5733.021 of the Revised	1888
Code. The commissioner may require any corporation, by rule or	1889
notice served on suchthat corporation, to keep suchthose records	1890
asthat the commissioner considers necessary to show whether, and	1891
the extent to which, a corporation is subject to this chapter.	1892
SuchThose records and other documents shall be open during	1893
business hours to the inspection of the commissioner, and shall be	1894
preserved for a period of four years, unless the commissioner, in	1895
writing, consents to their destruction within that period, or by	1896
order requires that they be kept longer.	1897

Any information gained as the result of returns,	1898
investigations, hearings, or verifications required or authorized	1899
by Chapter 5733. of the Revised Codethis chapter is confidential,	1900
and no person shall disclose such information, except for official	1901
purposes, or as provided by division (B) of section 5703.21 or	1902
section 5715.50 of the Revised Code, or in accordance with a	1903
proper judicial order. The tax commissioner may furnish the	1904
internal revenue service with copies of returns filed. This	1905
section does not prohibit the publication of statistics in a form	1906
whichthat does not disclose information with respect to	1907
individual taxpayers.	1908

By the thirty-first day of March each year, the tax	1909
commissioner shall release to the secretary of state the name and	1910
address of each corporation and the name and address of the	1911
statutory agent of that corporation as indicated in the	1912
corporation's annual report filed during the preceding calendar	1913
year.	1914

Section 2. That existing sections 111.16, 1329.58, 1701.04,	1915
1701.07, 1701.11, 1701.25, 1701.37, 1701.38, 1701.40, 1701.41,	1916
1701.42, 1701.51, 1701.54, 1701,61, 1701.69, 1701.70, 1701.71,	1917
1701.73, 1701.80, 1701.801, 1701.86, 1701.93, 1701.94, 1702.04,	1918
1702.47, 1703.06, 1705.04, 1775.64, 1785.06, and 5733.03 of the	1919
Revised Code are hereby repealed.	1920