REPRESENTATIVES Manning, Willamowski, Seitz, Latta, Grendell

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) The regulations may be amended, or new regulations may	422
be adopted, in either of the following ways:	423

(a) By the shareholders at a meeting held for that purpose,	424
by the affirmative vote of the holders of shares entitling them to	425
exercise a majority of the voting power of the corporation on the	426
proposal;	427

(b) Without a meeting, by the written consent of the holders	428
of shares entitling them to exercise two-thirds of the voting	429
power of the corporation on the proposal.	430

(3) If the articles or regulations that have been adopted so	431
provide or permit, regulations may be adopted or amended or new	432
regulations may be adopted by the affirmative vote or written	433
consent of the holders of shares entitling them to exercise a	434
greater or lesser proportion but not less than a majority of the	435
voting power of the corporation.	436

(B) Without limiting the generality of the authority	437
described in division (A) of this section, the regulations may	438
include provisions with respect to all of the following:	439

(1) The time and place, if any, and time for holding, the	440
manner of and authority for calling, giving notice of, and	441
conducting, and the requirements of a quorum for, meetings of	442
shareholders;	443

(2) The taking of a record of shareholders or the temporary	444
closing of books against transfers of shares;	445

(3) The number, classification, manner of fixing or changing	446
the number, qualifications, term of office, and compensation or	447
manner of fixing compensation, of directors;	448

(4) The time and place, if any, and time for holding, the	449
manner of and authority for calling, giving notice of, and	450
conducting, and the requirements of a quorum for, meetings of the	451
directors;	452

(5) The appointment of an executive and other committees of	453
the directors, and their authority;	454

(6) The titles, qualifications, duties, term of office,	455
compensation or manner of fixing compensation, and the removal, of	456
officers;	457

(7) The terms on which new certificates for shares may be	458
issued in the place of lost, stolen, or destroyed certificates;	459

(8) The manner in which and conditions upon which a	460
certificated security, and the conditions upon which an	461
uncertificated security, and the shares represented by a	462
certificated or uncertificated security, may be transferred,	463
restrictions on the right to transfer the shares, and reservations	464
of liens on the shares;	465

(9)(a) Restrictions on the transfer and the right to	466
transfer shares of either of the following:	467

(i) An issuing public corporation to any person in a control	468
share acquisition;	469

(ii) A corporation with fifty or more shareholders to any	470
person in an acquisition that would be a control share acquisition	471
if the corporation were an issuing public corporation.	472

(b) The restrictions on the transfer and the right to	473
transfer shares described in division (B)(9)(a)(i) and (ii) of	474
this section may include requirements and procedures for consent	475
to an acquisition of the shares by directors based on a	476
determination by the directors of the best interests of the	477
corporation and its shareholders, consent to an acquisition of the	478
shares by shareholders, and reasonable sanctions for a violation	479
of those requirements, including the right of the corporation to	480
refuse to transfer, to redeem, or to deny voting or other	481
shareholder rights appurtenant to shares acquired in an	482
acquisition of the shares.	483

(10) Defining, limiting, or regulating the exercise of the	484
authority of the corporation, the directors, the officers, or all	485
the shareholders.	486

(C) The shareholders of a corporation may adopt and may	487
authorize the directors to adopt, either before or during an	488
emergency, as that term is defined in division (U) of section	489
1701.01 of the Revised Code, emergency regulations that shall be	490
operative only during an emergency. The emergency regulations may	491
include any provisions that are authorized to be included in	492
regulations by divisions (A) and (B) of this section. In	493
addition, unless expressly prohibited by the articles or the	494
regulations, the emergency regulations may make any provision,	495
notwithstanding any different provisions in this chapter and	496
notwithstanding any different provisions in the articles or the	497
regulations that are not expressly stated to be operative during	498
an emergency, that may be practical or necessary with respect to	499
the following:	500

(1) The time and place, if any, and time for holding, the	501
manner of and authority for calling, giving notice of, and	502
conducting, and the requirements of a quorum for, meetings of the	503
directors;	504

(2) The creation and appointment of an executive and other	505
committees of the directors and the delegation of authority to the	506
committees by the board;	507

(3) The creation, existence, and filling of vacancies,	508
including temporary vacancies, in the office of director;	509

(4) The selection, by appointment, election, or otherwise,	510
of officers and other persons to serve as directors for a meeting	511
of the board in the absence from the meeting of one or more of the	512
directors;	513

(5) The creation, existence, and filling of vacancies,	514
including temporary vacancies, in any office;	515

(6) The order of rank and the succession to the duties and	516
authority of officers.	517

(D) If the regulations are amended or new regulations are	518
adopted, without a meeting of the shareholders, the secretary of	519
the corporation shall mailsend a copy of the amendment or the new	520
regulations by mail, overnight delivery service, or any other	521
means of communication authorized by the shareholder to whom a	522
copy of the amendment or new regulations are sent, to each	523
shareholder who would have been entitled to vote on the adoption	524
of the amendment or the new regulations and did not participate in	525
the adoption of the amendment or the new regulations.	526

(E) No person dealing with the corporation shall be charged	527
with constructive notice of the regulations.	528

(F) Unless expressly prohibited by the articles or the	529
regulations or unless otherwise provided by the emergency	530
regulations, the following special rules shall be applicable	531
during an emergency notwithstanding any different provision	532
elsewhere in this chapter:	533

(1) Meetings of the directors may be called by any officer	534
or director.	535

(2) Notice of the time and place of each meeting of the	536
directors shall be given to such of the directors as it may be	537
feasible to reach at the time and by the means of communication,	538
written or oral, personal or mass, as may be practicable at the	539
time.	540

(3) The director or directors present at any meeting of the	541
directors that has been duly called and notice of which has been	542
duly given shall constitute a quorum for the meeting, and, in the	543
absence of one or more of the directors, the director or directors	544
present may appoint one or more of the officers of the corporation	545
directors for the meeting.	546

(4) If none of the directors attends a meeting of the	547
directors that has been duly called and notice of which has been	548
duly given, the officers of the corporation who are present, not	549
exceeding three, in order of rank, shall be directors for the	550
meeting, shall constitute a quorum for the meeting, and may	551
appoint one or more of the other officers of the corporation	552
directors for the meeting.	553

(5) If the chief executive officer dies, is missing, or for	554
any other reason is temporarily or permanently incapable of	555
discharging the duties of the office, the next ranking officer who	556
is available shall assume the duties and authority of the office	557
of the deceased, missing, or incapacitated chief executive officer	558
until such time as the directors shall otherwise order.	559

(6) The offices of secretary and treasurer shall be deemed	560
to be of equal rank, and, within the same office and as between	561
the offices of secretary and treasurer, rank shall be determined	562
by priority in time of the first election to the office or, if two	563
or more persons have been first elected to the office at the same	564
time, by seniority in age.	565

Sec. 1701.25.  (A) Each certificate for shares of a	566
corporation shall state:	567

(1) That the corporation is organized under the laws of this	568
state;	569

(2) The name of the person to whom the shares represented by	570
the certificate are issued;	571

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

572

(4) If the shares of the corporation are classified, the	573
designation of the class, and the series, if any, of the shares	574
represented by the certificate;	575

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

576

(a) The express terms, if any, of the shares represented by	577
the certificate and of the other class or classes and series of	578
shares, if any, which the corporation is authorized to issue; or	579

(b) A summary of such express terms; or

580

(c) That the corporation will mailsend to the shareholder a	581
copy of such express terms without charge within five days after	582
receipt of written request therefor; or	583

(d) That a copy of such express terms is attached to and by	584
reference made a part of such certificate and that the corporation	585
will mailsend to the shareholder a copy of such express terms	586
without charge within five days after receipt of written request	587
therefor if the copy has become detached from the certificate.	588

(B) No restriction on the right to transfer shares and no	589
reservation of lien on shares shall be effective against a	590
transferee of such shares unless there has been compliance with	591
section 1308.11 of the Revised Code, and unless, as to	592
certificated securities, there is set forth on the face or the	593
back of the certificate therefor:	594

(1) A statement of the terms of such restriction or	595
reservation; or	596

(2) A summary of the terms of such restriction or	597
reservation and a statement that the corporation will mailsend to	598
the shareholder a copy of such restriction or reservation without	599
charge within five days after receipt of written request therefor;	600
or	601

(3) If such restriction or reservation is contained in the	602
articles or regulations of the corporation, or in an instrument in	603
writing to which the corporation is a party, a statement to that	604
effect and a statement that the corporation will mailsend to the	605
shareholder a copy of such restriction or reservation without	606
charge within five days after receipt of written request therefor;	607
or	608

(4) If such restriction or reservation is contained in an	609
instrument in writing (other than the articles or regulations of	610
the corporation or an instrument in writing to which the	611
corporation is a party), a statement to that effect identifying	612
the instrument by title, date, and parties.	613

(C) A corporation shall mailsend to a shareholder without	614
charge within five days after receipt of written request therefor	615
the copy or copies referred to in paragraphs (5)(c) and (5)(d) of	616
divisiondivisions (A)(5)(c) and (d) and paragraphs(B)(2) and (3)	617
of division (B) of this section by mail, overnight delivery	618
service, or any other means of communication authorized by the	619
shareholder to whom the copy or copies are sent.	620

Sec. 1701.37.  (A) Each corporation shall keep correct and	621
complete books and records of account, together with minutes of	622
the proceedings of its incorporators, shareholders, directors, and	623
committees of the directors, and records of its shareholders	624
showing their names and addresses and the number and class of	625
shares issued or transferred of record to or by them from time to	626
time.	627

(B) Upon request of any shareholder at any meeting of	628
shareholders, there shall be produced at such meeting an	629
alphabetically arranged list, or classified lists, of the	630
shareholders of record as of the applicable record date, who are	631
entitled to vote, showing their respective addresses and the	632
number and class of shares held by each. Such list or lists when	633
certified by the officer or agent in charge of the transfers of	634
shares shall be prima-facie evidence of the facts shown therein.	635
If the meeting is to be held solely or in part by means of	636
communications equipment, then the corporation shall make the list	637
or lists open to the examination of any shareholder or proxyholder	638
during the whole time of the meeting on a reasonably accessible	639
electronic network. The directors may adopt guidelines and	640
procedures to permit the corporation to verify that any person	641
accessing the list or lists is a shareholder or proxyholder.	642

(C) Any shareholder of the corporation, upon written demand	643
stating the specific purpose thereof, shall have the right to	644
examine in person or by agent or attorney at any reasonable time	645
and for any reasonable and proper purpose, the articles of the	646
corporation, its regulations, its books and records of account,	647
minutes, and records of shareholders aforesaid, and voting trust	648
agreements, if any, on file with the corporation, and to make	649
copies or extracts thereof. Any written demand by an acquiring	650
person to examine the records of shareholders for the purpose of	651
communicating with shareholders of the issuing public corporation	652
in connection with a meeting of shareholders called pursuant to	653
section 1701.831 of the Revised Code shall be deemed to have been	654
made by a shareholder of the issuing public corporation for a	655
reasonable and proper purpose.	656

(D) Unless otherwise prohibited by law, if a shareholder has	657
authorized the corporation to deliver notices of shareholder	658
meetings required by section 1701.41 of the Revised Code to the	659
shareholder by any means other than mail and has not rescinded	660
that authorization, the corporation shall include the electronic	661
mail address or other electronic contact information necessary to	662
deliver the notice on any list or lists of shareholders prepared	663
pursuant to division (B) or (C) of this section.	664

Sec. 1701.38.  (A) At the annual meeting of shareholders, or	665
the meeting held in lieu of it, every corporation, except a	666
banking corporation, shall lay before the shareholders financial	667
statements, which may be consolidated, consisting of:	668

(1) A balance sheet containing a summary of the assets,	669
liabilities, stated capital, if any, and surplus (showing	670
separately any capital surplus arising from unrealized	671
appreciation of assets, other capital surplus, and earned surplus)	672
as of the end of the corporation's most recent fiscal year, except	673
that, if consolidated financial statements are laid before the	674
shareholders, the consolidated balance sheet shall show separately	675
or disclose by a note the amount of consolidated surplus that does	676
not constitute under the Revised Code earned surplus of the	677
corporation or any of its subsidiaries and that is not classified	678
as stated capital or capital surplus on the consolidated balance	679
sheet;	680

(2) A statement of profit and loss and surplus, including a	681
summary of profits, dividends or distributions paid, and other	682
changes in the surplus accounts, for the period commencing with	683
the date marking the end of the period for which the last	684
preceding statement of profit and loss required under this section	685
was made and ending with the date of the balance sheet or, in the	686
case of the first statement of profit and loss, for the period	687
commencing with the date of incorporation of the corporation and	688
ending with the date of the balance sheet.	689

(B) The financial statements shall have appended to them an	690
opinion signed by the president or a vice-president or the	691
treasurer or an assistant treasurer of the corporation or by a	692
public accountant or firm of public accountants to the effect that	693
the financial statement presents fairly the financial position of	694
the corporation and the results of its operations in conformity	695
with generally accepted accounting principles applied on a basis	696
consistent with that of the preceding period, or to the effect	697
that the financial statements have been prepared on the basis of	698
accounting practices and principles that are reasonable in the	699
circumstances.	700

(C) Upon the written request of any shareholder made in	701
writing or by any other means of communication authorized by the	702
corporation prior to the date of the meeting described in division	703
(A) of this section, the corporation shall mailsend a copy of the	704
financial statements laid or to be laid before the shareholders at	705
the meeting to the shareholder by mail, overnight delivery	706
service, or any other means of communication authorized by the	707
shareholder to whom the copy is sent on or before the later of the	708
following:	709

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

710

(2) The earlier of the following:

711

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

712

(b) The fifth day after the expiration of four months from	713
the date of the balance sheet described in division (A)(1) of this	714
section.	715

(D) If the meeting described in division (A) of this section	716
is to be held solely by means of communications equipment, the	717
corporation shall make the financial statements described in that	718
division open to the examination of any shareholder or proxyholder	719
during the whole time of the meeting on a reasonably accessible	720
electronic network. The directors may adopt guidelines and	721
procedures to permit the corporation to verify that any person	722
accessing the financial statements is a shareholder or	723
proxyholder.	724

Sec. 1701.40.  (A) Meetings of shareholders may be called by	725
any of the following:	726

(1) The chairmanchairperson of the board, the president,	727
or, in case of the president's absence, death, or disability, the	728
vice-president authorized to exercise the authority of the	729
president;	730

(2) The directors by action at a meeting, or a majority of	731
the directors acting without a meeting;	732

(3) Persons who hold twenty-five per cent of all shares	733
outstanding and entitled to vote thereatat the meeting, unless	734
the articles or the regulations specify for suchthat purpose a	735
smaller or larger proportion but not in excess of fifty per cent;	736

(4) Such other officers or persons as the articles or the	737
regulations authorize to call suchthe meetings.	738

(B) Meetings of shareholders may be held either within or	739
without this state if so provided in the articles or the	740
regulations. The articles or regulations may authorize the	741
directors to determine that the meeting shall not be held at any	742
physical place, but instead may be held solely by means of	743
communications equipment as authorized by division (C) of this	744
section. If the corporation is an issuing public corporation and	745
the articles or regulations do not require that a meeting be held	746
at a particular physical place and authorize the directors to fix	747
the place of the meeting, the directors may determine that the	748
meeting shall not be held at any physical place, but instead may	749
be held solely by means of communications equipment as authorized	750
by division (C) of this section. In the absence of any such	751
provision, all meetings shall be held at the principal office of	752
the corporation in this state.	753

(C) If authorized by the directors, the shareholders and	754
proxyholders who are not physically present at a meeting of	755
shareholders may attend a meeting of shareholders by use of	756
communications equipment that enables the shareholder or	757
proxyholder an opportunity to participate in the meeting and to	758
vote on matters submitted to the shareholders, including an	759
opportunity to read or hear the proceedings of the meeting and to	760
speak or otherwise participate in the proceedings	761
contemporaneously with those physically present. Any shareholder	762
using communications equipment will be deemed present in person at	763
the meeting whether the meeting is to be held at a designated	764
place or solely by means of communications equipment. The	765
directors may adopt guidelines and procedures for the use of	766
communications equipment in connection with a meeting of	767
shareholders to permit the corporation to verify that a person is	768
a shareholder or proxyholder and to maintain a record of any vote	769
or other action.	770

Sec. 1701.41.  (A) Written notice stating the time, place,	771
if any, and purposes of a meeting of the shareholders, and the	772
means, if any, by which shareholders can be present and vote at	773
the meeting through the use of communications equipment shall be	774
given either by personal delivery or by mail, overnight delivery	775
service, or any other means of communication authorized by the	776
shareholder to whom the notice is given, not less than seven nor	777
more than sixty days before the date of the meeting unless the	778
articles or the regulations specify a longer period: (1) to each	779
every shareholder of record entitled to notice of the meeting; (2)	780
by or at the direction of the president or the secretary or any	781
other person required or permitted by the regulations to give such	782
that notice. If mailed or sent by overnight delivery service,	783
suchthe notice shall be addressedsent to the shareholder at his	784
the shareholder's address as it appears on the records of the	785
corporation. If sent by another means of communication authorized	786
by the shareholder, the notice shall be sent to the address	787
furnished by the shareholder for those transmissions. Notice of	788
adjournment of a meeting need not be given if the time and place,	789
if any, to which it is adjourned and the means, if any, by which	790
shareholders can be present and vote at the adjourned meeting	791
through the use of communications equipment are fixed and	792
announced at suchthe meeting.	793

(B) Upon request in writing delivered either in person or by	794
registered mail to the president or the secretary by any persons	795
entitled to call a meeting of shareholders, suchthat officer	796
shall forthwith cause to be given to the shareholders entitled	797
theretoto notice of a meeting to be held on a date not less than	798
seven nor more than sixty days after the receipt of suchthe	799
request, as suchthe officer may fix, unless the articles or the	800
regulations specify a longer period for suchthis purpose. If	801
suchthe notice is not given within fifteen days after the	802
delivery or mailing of suchthe request, or suchthat shorter or	803
longer period as the articles or the regulations specify for such	804
this purpose, the persons calling the meeting may fix the time of	805
meeting and give notice thereonof the time of meeting as provided	806
in division (A) of this section, or cause suchthe notice to be	807
given by any designated representative.	808

(C) Any authorization by a shareholder to send notices given	809
pursuant to this chapter by any means other than in person or by	810
mail or overnight delivery service is revocable by written notice	811
to the corporation either by personal delivery or by mail,	812
overnight delivery service, or any other means of communication	813
authorized by the corporation. If sent by another means of	814
communication authorized by the corporation, the notice shall be	815
sent to the address furnished by the corporation for those	816
transmissions. Any authorization by a shareholder to send notices	817
given pursuant to this chapter by any means other than in person	818
or by mail or overnight delivery service will be deemed to have	819
been revoked by the shareholder if (1) the corporation has	820
attempted to make delivery of two consecutive notices in	821
accordance with that authorization, and (2) the secretary or an	822
assistant secretary of the corporation, or other person	823
responsible for giving of notice, has received notice that, or	824
otherwise believes that, delivery has not occurred. However, an	825
inadvertent failure to treat the inability to deliver notice as a	826
revocation will not invalidate any meeting of shareholders or	827
other action.	828

Sec. 1701.42.  Notice of the time, place, if any, and	829
purposes of any meeting of shareholders or directors, as the case	830
may be, whether required by law, the articles, the regulations, or	831
(in the case of directors) the bylaws, may be waived in writing,	832
either before or after the holding of such meeting, by any	833
shareholder, or by any director, which writing shall be filed with	834
or entered upon the records of the meeting. The attendance of any	835
shareholder or any director at any such meeting without	836
protesting, prior to or at the commencement of the meeting, the	837
lack of proper notice shall be deemed to be a waiver by himthe	838
shareholder or director of notice of such meeting. A telegram,	839
cablegram, electronic mail, or an electronic or other transmission	840
capable of authentication that appears to have been sent by a	841
person described in this section and that contains a waiver by	842
that person is a writing for the purposes of this section.	843

Sec. 1701.51.  Unless the articles or the regulations	844
otherwise provide:	845

(A) The shareholders present in person or, by proxy, or by	846
the use of communications equipment at any meeting of shareholders	847
shall constitute a quorum for such meeting, but no action required	848
by law, the articles, or the regulations to be authorized or taken	849
by the holders of a designated proportion of the shares of any	850
particular class or of each class, may be authorized or taken by a	851
lesser proportion;.	852

(B) The holders of a majority of the voting shares	853
represented at a meeting, whether or not a quorum is present, may	854
adjourn such meeting from time to time.	855

Sec. 1701.54. (A) Unless the articles or the regulations	856
prohibit the authorization or taking of any action of the	857
shareholders or of the directors without a meeting, any action	858
whichthat may be authorized or taken at a meeting of the	859
shareholders or of the directors, as the case may be, may be	860
authorized or taken without a meeting with the affirmative vote or	861
approval of, and in a writing or writings signed by all the	862
shareholders who would be entitled to notice of a meeting of the	863
shareholders held for such purpose, or all the directors,	864
respectively, which writing or writings shall be filed with or	865
entered upon the records of the corporation. Any certificate with	866
respect to the authorization or taking of any such action which	867
that is required to be filed in the office of the secretary of	868
state shall recite that the authorization or taking of such action	869
was in a writing or writings approved and signed as specified in	870
this section.	871

(B) A telegram, cablegram, electronic mail, or an electronic	872
or other transmission capable of authentication that appears to	873
have been sent by a person described in division (A) of this	874
section and that contains an affirmative vote or approval of that	875
person is a signed writing for the purposes of this section. The	876
date on which that telegram, cablegram, electronic mail, or	877
electronic or other transmission is sent is the date on which the	878
writing is signed.	879

Sec. 1701.61.  Unless otherwise provided in the articles, the	880
regulations, or the bylaws, and subject to the exceptions,	881
applicable during an emergency as that term is defined in section	882
1701.01 of the Revised Code, for which provision is made in	883
division (F) of section 1701.11 of the Revised Code:	884

(A) Meetings of the directors may be called by the chairman	885
chairperson of the board, the president, any vice-president, or	886
any two directors;.	887

(B) Meetings of the directors may be held at any place	888
within or without the state and, unless the articles or the	889
regulations prohibit participation by directors at a meeting by	890
means of communications equipment, meetings of the directors may	891
be held through any communications equipment if all persons	892
participating can hear each other and participation in a meeting	893
pursuant to this division shall constitute presence at suchthe	894
meeting;.	895

(C) Written noticeNotice of the time and place, if any, and	896
time of each meeting of the directors shall be given to each	897
director either by personal delivery or by mail, telegram, or	898
cablegram, overnight delivery service, or any other means of	899
communication authorized by the director at least two days before	900
the meeting, which. The notice need not specify the purposes of	901
the meeting;.	902

(D) Notice of adjournment of a meeting need not be given if	903
the time and place to which it is adjourned are fixed and	904
announced at suchthe meeting.	905

Sec. 1701.69.  (A) The articles may be amended from time to	906
time in any respect if the articles as amended set forth all such	907
provisions as are required in, and, except for amendments to the	908
articles as described in divisions (B)(10) and (11) of this	909
section, only such provisions as may properly be in, original	910
articles filed at the time of adopting the amendment, and, if a	911
change in issued shares is to be made, or if as the result of any	912
amendment the stated capital of any class of shares is to be	913
created, increased, reduced, or eliminated, then such provisions,	914
not inconsistent with section 1701.30 of the Revised Code, as are	915
necessary to effect such change, or to effect such creation,	916
increase, reduction, or elimination of stated capital.	917

(B) Without limiting the generality of the authority to	918
amend the articles, the articles may be amended to do any of the	919
following:	920

(1) Change the name of the corporation;

921

(2) Change the place in this state where its principal	922
office is to be located;	923

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

924

(4) Increase or decrease the authorized number of shares of	925
any class;	926

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

927

(6) Increase or decrease the par value of issued or unissued	928
shares with par value;	929

(7) Change issued or unissued shares of any class, whether	930
with or without par value, into the same or a different number of	931
shares of any class with or without par value, theretofore or then	932
authorized;	933

(8) Provide that, as a result of an amendment described in	934
division (B)(6), (7), or (11) of this section, the stated capital	935
of any class of shares shall be created, increased, reduced, or	936
eliminated, consistent with section 1701.30 of the Revised Code,	937
except that, in the case of any amendment to change the	938
corporation into a nonprofit corporation, the stated capital of	939
the corporation may be reduced or eliminated;	940

(9) Change any of the express terms of issued or unissued	941
shares of any class or series, which change may include the	942
discharge, adjustment, or elimination of rights to accrued	943
undeclared cumulative dividends or distributions on the shares of	944
such class or series;	945

(10) Eliminate the right of every shareholder to vote	946
cumulatively in the election of directors or to delete a provision	947
that eliminates that right, except that, if a corporation is	948
formed after the effective date of this amendment or if a	949
corporation that exists on the effective date of this amendment	950
does not have issued and outstanding shares that are listed on a	951
national securities exchange or are regularly quoted in an	952
over-the-counter market by one or more members of a national or	953
affiliated securities association, the articles may be amended to	954
eliminate the right of every shareholder to vote cumulatively in	955
the election of directors only upon compliance with both of the	956
following:	957

(a) Except as otherwise provided in this division in	958
connection with surviving corporations in mergers and new	959
corporations resulting from consolidations, the shareholder action	960
on the amendment to the articles shall not occur earlier than	961
ninety days after the effective date of this amendment or ninety	962
days after the date that the corporation was formed, whichever	963
date is later;	964

(b) A written notice shall have been givensent to the	965
shareholders by mail, overnight delivery service, or any other	966
means of communication authorized by the shareholder to whom the	967
notice is sent that states, in solid capital letters, that an	968
effect of the amendment to the articles will be to do both of the	969
following:	970

(i) To permit a majority of a quorum of the voting power in	971
the election or removal of directors to elect or remove every	972
director;	973

(ii) To preclude a minority of a quorum of the voting power	974
in the election or removal of directors from electing or	975
preventing the removal of any director.	976

In the case of a surviving corporation as a result of a	977
merger or of a new corporation resulting from a consolidation, if	978
immediately prior to the merger or consolidation at least one of	979
the constituent corporations had issued and outstanding shares	980
listed on a national securities exchange or regularly quoted in an	981
over-the-counter market by one or more members of a national or	982
affiliated securities association, then the ninety-day limitation	983
prescribed in division (B)(10)(a) of this section does not apply	984
and the agreement of merger or consolidation, as adopted pursuant	985
to section 1701.78 or 1701.80 of the Revised Code, may eliminate,	986
subject to division (B)(10)(b) of this section, the right of every	987
shareholder to vote cumulatively in the election of directors. An	988
agreement of merger or consolidation that is so adopted and that	989
eliminates the right of every shareholder to vote cumulatively in	990
the election of directors shall be considered an amendment	991
permitted by this division.	992

(11) Change a corporation into a nonprofit corporation;

993

(12) Change any provision of the articles or add any	994
provision that may properly be included in the articles.	995

Sec. 1701.70.  (A) If initial directors are not named in the	996
articles, before subscriptions to shares have been received and	997
before the incorporators have elected directors, the incorporators	998
may adopt an amendment to the articles by a writing signed by	999
them. If initial directors are named in the articles, or if the	1000
incorporators have elected directors and have not received	1001
subscriptions, then before subscriptions to shares have been	1002
received, the directors may adopt an amendment to the articles.	1003

(B) The directors may adopt an amendment to the articles in	1004
the following cases:	1005

(1) When and to the extent authorized by the articles, the	1006
directors may adopt an amendment determining, in whole or in part,	1007
the express terms, within the limits set forth in this chapter, of	1008
any class of shares before the issuance of any shares of that	1009
class, or of one or more series within a class before the issuance	1010
of shares of that series.	1011

(2) When the corporation has issued shares or obligations	1012
convertible into shares of the corporation or has granted options	1013
to purchase any shares, and the conversion or option rights are	1014
set forth in the articles or have been approved by the same vote	1015
of shareholders as, at the time of the approval, would have been	1016
required to amend the articles to authorize the shares required	1017
for that purpose, and the corporation does not have sufficient	1018
authorized but unissued shares to satisfy those conversion or	1019
option rights, the directors may adopt an amendment to authorize	1020
the shares.	1021

(3) Whenever shares of any class have been redeemed, or have	1022
been surrendered to or acquired by the corporation upon	1023
conversion, exchange, purchase, or otherwise, the directors may	1024
adopt an amendment to reduce the authorized number of shares of	1025
the class by the number so redeemed, surrendered, or acquired; and	1026
when all of the authorized shares of a class have been redeemed or	1027
surrendered to or acquired by the corporation, the directors may	1028
adopt an amendment to eliminate from the articles all references	1029
to the shares of the class and to make other appropriate changes	1030
that are required by the elimination.	1031

(4) When articles have been amended and any change of issued	1032
or unissued shares provided for in the amendment or amended	1033
articles has become effective, the directors may adopt an	1034
amendment to eliminate from the articles all references to the	1035
change of shares and to make any other appropriate changes that	1036
are required by the elimination; however, an amendment to articles	1037
that is so adopted by the directors shall contain a statement with	1038
respect to the authorized number and the par value, if any, of the	1039
shares of each class.	1040

(5) After a merger or consolidation, in which the surviving	1041
or new corporation is a domestic corporation, becomes effective,	1042
the directors may adopt an amendment:	1043

(a) To eliminate from the articles any statement or	1044
provision pertaining exclusively to the merger or consolidation,	1045
or that was required to be set forth in the agreement of merger or	1046
consolidation and that would not be required in original articles	1047
or amendments to articles filed at the time the statement or	1048
provision was adopted;	1049

(b) To make any other appropriate changes required by that	1050
elimination.	1051

An amendment to articles adopted by the directors under	1052
division (B)(5) of this section need not contain or continue any	1053
statement with respect to the amount of stated capital.	1054

(6) Unless otherwise provided in the articles, the directors	1055
may adopt an amendment changing the name of the corporation.	1056

(7) The directors may adopt an amendment changing the place	1057
in this state where the principal office of the corporation is to	1058
be located.	1059

(8) When the directors have declared a dividend or	1060
distribution on any class of outstanding shares of the corporation	1061
to be paid in shares of the same class, the directors may adopt an	1062
amendment to proportionately increase the authorized number of	1063
shares of the class, provided that the corporation has only one	1064
class of shares outstanding or the dividend or distribution is not	1065
substantially prejudicial to the holders of any other class of the	1066
corporation's shares, and further provided that such an amendment	1067
be adopted concurrently with the amendment described in division	1068
(B)(10) of this section when the dividend or distribution is	1069
declared on outstanding shares with par value.	1070

(9) The directors may adopt an amendment to change each	1071
issued and unissued authorized share of an outstanding class into	1072
a greater number of shares of that class and to proportionately	1073
increase the authorized number of shares of that class, provided	1074
that the corporation has only one class of shares outstanding or	1075
the change is not substantially prejudicial to the holders of any	1076
other class of the corporation's shares, and further provided that	1077
such an amendment be adopted concurrently with the amendment	1078
described in division (B)(10) of this section when the change is	1079
made to outstanding shares with par value.	1080

(10) Concurrently with the adoption of an amendment under	1081
division (B)(8) or (9) of this section, the directors may adopt an	1082
amendment decreasing the par value of issued and unissued shares	1083
of a particular class to the extent necessary to prevent an	1084
increase in the aggregate par value of the outstanding shares of	1085
the class as a result of the dividend or distribution described in	1086
division (B)(8) of this section or the change described in	1087
division (B)(9) of this section.	1088

(C) If a vote on the adoption of an amendment is required by	1089
division (B)(4) of section 1701.71 of the Revised Code, any	1090
amendment to the articles adopted pursuant to division (B) of this	1091
section that creates a class or series of shares the express terms	1092
of which provide for the convertibility of the shares into shares	1093
of another class shall also require the approval of the holders,	1094
voting as a class, of any issued and outstanding shares into which	1095
the shares may be converted.	1096

(D) Divisions (B)(6) to (10) of this section shall not apply	1097
to a corporation with one hundred or fewer shareholders unless the	1098
corporation was created on or after the effective date of this	1099
amendment, or the articles of the corporation have been amended in	1100
compliance with section 1701.71 or 1701.73 of the Revised Code	1101
specifically to make those divisions applicable.	1102

Sec. 1701.71.  (A)(1) Except as otherwise provided in this	1103
division or division (A)(2) of this section, the shareholders, at	1104
a meeting held for that purpose, may adopt an amendment, including	1105
any amendment that could be adopted by the directors, by the	1106
affirmative vote of the holders of shares entitling them to	1107
exercise two-thirds of the voting power of the corporation on the	1108
proposal or, if the articles provide or permit, by the affirmative	1109
vote of a greater or lesser proportion, but not less than a	1110
majority, of such voting power, and by the affirmative vote of the	1111
holders of shares of any particular class that is required by the	1112
articles. If, at the time an amendment to eliminate cumulative	1113
voting rights permitted by division (B)(10) of section 1701.69 of	1114
the Revised Code is acted upon by the shareholders, a corporation	1115
does not have issued and outstanding shares that are listed on a	1116
national securities exchange or are regularly quoted in an	1117
over-the-counter market by one or more members of a national or	1118
affiliated securities association, that amendment shall not be	1119
adopted if the votes of a sufficient number of shares are cast	1120
against the amendment that, if cumulatively voted at an election	1121
of all the directors, or all the directors of a particular class,	1122
as the case may be, would at the time the amendment is acted upon	1123
by the shareholders be sufficient to elect at least one director.	1124

(2) Whenever under division (B) of this section the holders	1125
of shares of any particular class are entitled to vote as a class	1126
on the adoption of an amendment, the amendment, in order to be	1127
adopted, must receive the affirmative vote of the holders of at	1128
least two-thirds of the shares of that class or, if the articles	1129
provide or permit, a greater or lesser proportion, but not less	1130
than a majority, of the shares of that class. If the proposed	1131
amendment would authorize any particular corporate action that,	1132
under any applicable provision of law or under the existing	1133
articles, could be authorized only by or pursuant to a specified	1134
vote of shareholders, the amendment, in order to be adopted, must	1135
receive the affirmative vote so specified.	1136

(B) Regardless of limitations or restrictions in the	1137
articles on the voting rights of the shares of any class, the	1138
holders of shares of a particular class, and in the cases	1139
specified in divisions (B)(6), (7), and (8) of this section the	1140
holders of shares of every class, shall be entitled to vote as a	1141
class on the adoption of an amendment that does any of the	1142
following:	1143

(1) Increases or decreases the par value of the issued	1144
shares of the particular class, except in the case of an amendment	1145
to the articles adopted by the directors pursuant to division	1146
(B)(10) of section 1701.70 of the Revised Code;	1147

(2) Changes issued shares of the particular class, whether	1148
with or without par value, into a lesser number of shares of the	1149
same class or into the same or a different number of shares of any	1150
other class, with or without par value, previously or then	1151
authorized;	1152

(3) Changes the express terms, or adds express terms, of the	1153
shares of the particular class in any manner substantially	1154
prejudicial to the holders of the shares;	1155

(4) Changes the express terms of issued shares of any class	1156
senior to the particular class in any manner substantially	1157
prejudicial to the holders of shares of the particular class;	1158

(5) Authorizes shares of another class that are convertible	1159
into, or authorizes the conversion of shares of another class	1160
into, shares of the particular class, or authorizes the directors	1161
to fix or alter conversion rights of shares of another class that	1162
are convertible into shares of the particular class; provided,	1163
however, both of the following apply:	1164

(a) The failure to obtain the shareholders' approval only	1165
prevents the conversion of the shares until the shareholders'	1166
approval is obtained and does not otherwise affect the	1167
authorization or any other express terms of the shares;	1168

(b) The articles may provide that no vote of the holders of	1169
common shares, as a class, is required in connection with the	1170
authorization of shares of any class that are convertible into	1171
common shares.	1172

(6) Provides, in the case of an amendment described in	1173
division (B)(1) or (2) of this section, that the stated capital of	1174
the corporation shall be reduced or eliminated as a result of the	1175
amendment, or provides, in the case of an amendment described in	1176
division (B)(5) of this section, that the stated capital of the	1177
corporation shall be reduced or eliminated upon the exercise of	1178
such conversion rights, provided that any reduction or elimination	1179
is consistent with section 1701.30 of the Revised Code;	1180

(7) Changes substantially the purposes of the corporation,	1181
or provides that a subsequent amendment to the articles may be	1182
adopted that changes substantially the purposes of the	1183
corporation;	1184

(8) Changes a corporation into a nonprofit corporation.

1185

(C) An amendment that changes a corporation into a nonprofit	1186
corporation shall contain a statement of purposes proper in the	1187
case of a nonprofit corporation and a statement that, after the	1188
effective date of the amendment, the corporation shall be subject	1189
to the provisions of the Revised Code relating to nonprofit	1190
corporations. In the case of a corporation formed on or after	1191
June 9, 1927, the amendment also shall provide for the	1192
cancellation of all outstanding shares and the terms and	1193
considerations, if any, for the cancellation. In the case of a	1194
corporation formed prior to June 9, 1927, the amendment may	1195
provide for the cancellation of outstanding shares, but if it does	1196
not so provide, the amendment shall contain a provision forbidding	1197
the payment of dividends or distributions on any shares after the	1198
effective date of the amendment.	1199

Sec. 1701.73.  (A) Upon the adoption of any amendment or	1200
amended articles, a certificate containing a copy of the	1201
resolution adopting the amendment or amended articles, a statement	1202
of the manner of its adoption, and, in the case of adoption of the	1203
resolution by the incorporators or directors, a statement of the	1204
basis for such adoption, shall be filed with the secretary of	1205
state, and thereupon the articles shall be amended accordingly,	1206
any change of shares provided for in the amendment or amended	1207
articles shall become effective, and the amended articles shall	1208
supersede the existing articles. When an amendment or amended	1209
articles are adopted by the directors pursuant to section 1701.70	1210
of the Revised Code, the corporation shall send notice of the	1211
amendment or amended articles, and a copy or summary thereof, by	1212
mail, overnight delivery service, or any other means of	1213
communication authorized by the shareholder to whom the notice and	1214
copy or summary are sent, to each shareholder of the corporation	1215
of record as of the date on which the directors approved the	1216
amendment or amended articles. The notice shall be sent to the	1217
shareholders within twenty days after the filing of the	1218
certificate required by this division.	1219

(B) When an amendment or amended articles are adopted by the	1220
incorporators, the certificate shall be signed by each of them.	1221

(C) When an amendment or amended articles are adopted by the	1222
directors or by the shareholders, the certificate shall be signed	1223
by any authorized officer.	1224

(D) A copy of an amendment or amended articles changing the	1225
name of a corporation or its principal office in this state,	1226
certified by the secretary of state, may be filed for record in	1227
the office of the county recorder of any county in this state, and	1228
for such recording the county recorder shall charge and collect	1229
the same fee as provided for in division (A) of section 317.32 of	1230
the Revised Code. Such copy shall be recorded in the records of	1231
deeds.	1232

Sec. 1701.80.  (A) Pursuant to an agreement of merger	1233
between the constituent corporations as provided in this section	1234
and provided that the provisions of Chapter 1704. of the Revised	1235
Code do not prevent the merger from being effected, one or more	1236
domestic or foreign subsidiaries may be merged into a domestic or	1237
foreign parent corporation, provided that the parent owns ninety	1238
per cent or more of each class of the outstanding shares of each	1239
subsidiary, that at least one constituent corporation is a	1240
domestic corporation, and that, in the case of a domestic parent,	1241
the conditions set forth in divisions (D)(1), (2), (3), and (4) of	1242
section 1701.78 of the Revised Code do not exist.	1243

(B) The agreement of merger shall set forth the designation	1244
and the number of the outstanding shares of each class of each	1245
subsidiary constituent corporation and the number of shares of	1246
each such class owned by the surviving corporation. It shall also	1247
set forth any statements and matters that are required, and may	1248
set forth any provision that is permitted, in a merger under	1249
section 1701.78 of the Revised Code if the surviving corporation	1250
is a domestic corporation or under section 1701.79 of the Revised	1251
Code if the surviving corporation is a foreign corporation.	1252

(C)(1) To effect the merger, the agreement shall be approved	1253
by the directors of each domestic constituent corporation, but it	1254
need not be adopted by the shareholders of any domestic	1255
constituent corporation. If any constituent corporation is a	1256
foreign corporation, the agreement shall be approved or otherwise	1257
authorized by or on behalf of each foreign constituent corporation	1258
in accordance with the laws of the state under which it exists.	1259

(2) Within twenty days after the approval of the agreement	1260
of merger by the directors of each domestic constituent	1261
corporation, the surviving corporation shall deliver or send	1262
written notice of such approval and copy or summary of the	1263
agreement to each shareholder of each domestic constituent	1264
corporation, other than the surviving corporation, of record as of	1265
the date on which the directors of the surviving corporation	1266
approved the agreement by mail, overnight delivery service, or any	1267
other means of communication authorized by the shareholder to whom	1268
the notice and copy or summary are sent.	1269

(D) The approval of the agreement of merger by the directors	1270
of a domestic constituent corporation under this section	1271
constitutes adoption by that corporation.	1272

Sec. 1701.801.  (A) Pursuant to an agreement of merger	1273
between the constituent corporations as provided in this section	1274
and provided that the provisions of Chapter 1704. of the Revised	1275
Code do not prevent the merger from being effected, one or more	1276
domestic or foreign corporations may be merged into a domestic	1277
corporation, provided that the domestic surviving corporation is a	1278
subsidiary of one of the constituent corporations and that the	1279
parent constituent corporation owns ninety per cent or more of	1280
each class of the outstanding shares of the surviving subsidiary	1281
corporation.	1282

(B) The agreement of merger shall set forth the designation	1283
and the number of the outstanding shares of each class of the	1284
surviving subsidiary corporation and the number of shares of each	1285
such class owned by the parent constituent corporation. It shall	1286
also set forth any statements and matters that are required, and	1287
may set forth any provision that is permitted, in a merger under	1288
section 1701.78 of the Revised Code.	1289

(C)(1) To effect the merger, the agreement shall be approved	1290
by the directors of each domestic constituent corporation and	1291
shall be adopted by the shareholders of each domestic constituent	1292
corporation in the same manner and with the same notice to and	1293
vote of shareholders or holders of a particular class of shares as	1294
is required by section 1701.78 of the Revised Code, except that	1295
the agreement need not be adopted by the shareholders of the	1296
surviving subsidiary corporation. If any constituent corporation	1297
is a foreign corporation, the agreement shall be approved or	1298
otherwise authorized by or on behalf of each foreign constituent	1299
corporation in accordance with the laws of the state under which	1300
it exists.	1301

(2) Within twenty days after the approval of the agreement	1302
of merger by the directors of the surviving subsidiary	1303
corporation, the surviving corporation shall deliver or send	1304
written notice of such approval and a copy or summary of the	1305
agreement to each shareholder of the surviving corporation, other	1306
than the parent of the surviving corporation, of record as of the	1307
date on which the directors of the surviving corporation approved	1308
the agreement by mail, overnight delivery service, or any other	1309
means of communication authorized by the shareholder to whom the	1310
notice and copy or summary are sent.	1311

(D) The approval of the agreement of merger by the directors	1312
of the surviving subsidiary corporation under this section	1313
constitutes adoption by the corporation.	1314

Sec. 1701.86.  (A) A corporation may be dissolved	1315
voluntarily in the manner provided in this section, provided the	1316
provisions of Chapter 1704. of the Revised Code do not prevent the	1317
dissolution from being effected.	1318

(B) A resolution of dissolution for a corporation shall set	1319
forth:	1320

(1) That the corporation elects to be dissolved;

1321

(2) Any additional provision considered necessary with	1322
respect to the proposed dissolution and winding up.	1323

(C) If an initial stated capital is not set forth in the	1324
articles then before the corporation begins business, or if an	1325
initial stated capital is set forth in the articles then before	1326
subscriptions to shares shall have been received in the amount of	1327
that initial stated capital, the incorporators or a majority of	1328
them may adopt, by a writing signed by them, a resolution of	1329
dissolution.	1330

(D) The directors may adopt a resolution of dissolution in	1331
the following cases:	1332

(1) When the corporation has been adjudged bankrupt or has	1333
made a general assignment for the benefit of creditors;	1334

(2) By leave of the court, when a receiver has been	1335
appointed in a general creditors' suit or in any suit in which the	1336
affairs of the corporation are to be wound up;	1337

(3) When substantially all of the assets have been sold at	1338
judicial sale or otherwise;	1339

(4) When the articles have been canceled for failure to file	1340
annual franchise or excise tax returns or for failure to pay	1341
franchise or excise taxes and the corporation has not been	1342
reinstated or does not desire to be reinstated;	1343

(5) When the period of existence of the corporation	1344
specified in its articles has expired.	1345

(E) The shareholders at a meeting held for such purpose may	1346
adopt a resolution of dissolution by the affirmative vote of the	1347
holders of shares entitling them to exercise two-thirds of the	1348
voting power of the corporation on such proposal or, if the	1349
articles provide or permit, by the affirmative vote of a greater	1350
or lesser proportion, though less than a majority, of such voting	1351
power, and by such affirmative vote of the holders of shares of	1352
any particular class as is required by the articles. Notice of	1353
the meeting of the shareholders shall be given to all the	1354
shareholders whether or not entitled to vote at it.	1355

(F) Upon the adoption of a resolution of dissolution, a	1356
certificate shall be prepared, on a form prescribed by the	1357
secretary of state, setting forth the following:	1358

(1) The name of the corporation;

1359

(2) A statement that a resolution of dissolution has been	1360
adopted;	1361

(3) A statement of the manner of adoption of such	1362
resolution, and, in the case of its adoption by the incorporators	1363
or directors, a statement of the basis for such adoption;	1364

(4) The place in this state where its principal office is or	1365
is to be located;	1366

(5) The names and addresses of its directors and officers,	1367
unless the resolution of dissolution is adopted by the	1368
incorporators, in which event the names and addresses of the	1369
incorporators shall be set forth in the certificate;	1370

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

1371

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

1372

(G) Such certificate shall be signed as follows:

1373

(1) When the resolution of dissolution is adopted by the	1374
incorporators or a majority of them, the certificate shall be	1375
signed by not less than a majority of them;	1376

(2) When the resolution is adopted by the directors or by	1377
the shareholders, the certificate shall be signed by any	1378
authorized officer, unless the officer fails to execute and file	1379
such certificate within thirty days after the adoption of the	1380
resolution or upon any date specified in the resolution as the	1381
date upon which such certificate is to be filed or upon the	1382
expiration of any period specified in the resolution as the period	1383
within which such certificate is to be filed, whichever is latest,	1384
in which event the certificate of dissolution may be signed by any	1385
three shareholders and shall set forth a statement that the	1386
persons signing the certificate are shareholders and are filing	1387
the certificate because of the failure of the officers to do so.	1388

(H) A certificate of dissolution, filed with the secretary	1389
of state, shall be accompanied by:	1390

(1) An affidavit of one or more of the persons executing the	1391
certificate of dissolution or of an officer of the corporation	1392
containing a statement of the counties, if any, in this state in	1393
which the corporation has personal property or a statement that	1394
the corporation is of a type required to pay personal property	1395
taxes to state authorities only;	1396

(2) A receipt, certificate, or other evidence showing the	1397
payment of all franchise, sales, use, and highway use taxes	1398
accruing up to the date of such filing or, if applicable, to the	1399
later date specified in the certificate of dissolution in	1400
accordance with division (F) of this section, or that such payment	1401
has been adequately guaranteed;	1402

(3) A receipt, certificate, or other evidence showing the	1403
payment of all personal property taxes accruing up to the date of	1404
such filing or, if applicable, to the later date specified in the	1405
certificate of dissolution in accordance with division (F) of this	1406
section, or that such payment has been adequately guaranteed;	1407

(4) A receipt, certificate, or other evidence from the	1408
director of job and family services showing that all contributions	1409
due from the corporation as an employer have been paid, or that	1410
such payment has been adequately guaranteed, or that the	1411
corporation is not subject to such contributions;	1412

(5) A receipt, certificate, or other evidence from the	1413
bureau of workers' compensation showing that all premiums due from	1414
the corporation as an employer have been paid, or that such	1415
payment has been adequately guaranteed, or that the corporation is	1416
not subject to such premium payments;	1417

(6) In lieu of the receipt, certificate, or other evidence	1418
described in division (H)(2), (3), (4), or (5) of this section, an	1419
affidavit of one or more persons executing the certificate of	1420
dissolution or of an officer of the corporation containing a	1421
statement of the date upon which the particular department,	1422
agency, or authority was advised in writing of the scheduled	1423
effective date of filing of the certificate of dissolution and was	1424
advised in writing of the acknowledgment by the corporation of the	1425
applicability of the provisions of section 1701.95 of the Revised	1426
Code.	1427

(I) Upon the filing of a certificate of dissolution and such	1428
accompanying documents or on a later date specified in the	1429
certificate that is not more than ninety days after the filing,	1430
the corporation shall be dissolved.	1431

Sec. 1701.93.  (A) No officer, director, employee, or agent	1432
of a corporation shall, either alone or with another or others,	1433
with intent to deceive:	1434

(1) Make, issue, deliver, transmit by mail, or publish, or	1435
send by mail or by any other means of communication any	1436
prospectus, report, circular, certificate, statement, balance	1437
sheet, exhibit, or document, respecting the shares, assets,	1438
liabilities, capital, business, dividends or distributions,	1439
earnings, or accounts of a corporation, whichthat is false in any	1440
material respect, knowing suchthe statement to be false;	1441

(2) Having charge of any books, minutes, records, or	1442
accounts of a corporation, make thereinin them any entry which	1443
that is false in any material respect, knowing suchthe entry to	1444
be false, or remove, erase, alter, or cancel any entry thereinin	1445
them, knowing that the entries resulting therefromfrom them will	1446
be false.	1447

(B) Whoever violates this section shall be personally	1448
liable, jointly and severally, with all other persons	1449
participating with himthe offender in any such act of that type,	1450
to any person for any damage actually suffered and proximately	1451
resulting from suchthe act.	1452

(C) No action to enforce a liability under this section	1453
shall be brought after four years from the time of the act	1454
complained of.	1455

(D) Remedies under this section are not exclusive of other	1456
remedies at common law or under other statutes.	1457

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

1458

(1) Keep the books of account, minutes of proceedings, or	1459
records of shareholders as required by section 1701.37 of the	1460
Revised Code;	1461

(2) Comply with division (C) of section 1701.11 of the	1462
Revised Code with respect to mailing a copy of an amendment to, or	1463
copy of new, regulations;	1464

(3) Perform the obligation imposed on it by division (C) of	1465
section 1701.25 of the Revised Code;	1466

(4) MailSend to any shareholder making written request	1467
therefor, within the period provided for in division (C) of	1468
section 1701.38 of the Revised Code, a copy of the financial	1469
statement referred to in that section;	1470

(5) Lay before the shareholders or make available in the	1471
manner provided for in division (D) of section 1701.38 of the	1472
Revised Code at a proper meeting of shareholders, upon request of	1473
any shareholder at such meeting, such financial statement;	1474

(6) Produce at a meeting of shareholders, upon request of	1475
any shareholder at such meeting, the list or lists of shareholders	1476
required by section 1701.37 of the Revised Code; shall be subject	1477
to a forfeiture of one hundred dollars and in cases under	1478
paragraphs (1), (2), (3), and (4) to a further forfeiture of ten	1479
dollars for every day that such failure continues, beginning, in	1480
cases under paragraphs (1) or (2), with the fifth day after	1481
written request by a shareholder that the corporation comply with	1482
said respective paragraphs, and in cases under paragraphs (3) and	1483
(4) beginning with the day following the day on which the	1484
corporation becomes delinquent in complying with said paragraph,	1485
which amount shall be paid to every shareholder making such	1486
request. The right of a shareholder to enforce any such	1487
forfeiture is in addition to all other remedies.	1488

(B) If any officer charged with one of the duties specified	1489
in division (A) of this section fails to perform such duty after	1490
written request by any shareholder, hethe officer shall be	1491
subject to a forfeiture of one hundred dollars, and to the further	1492
forfeiture of ten dollars for every day that such default	1493
continues, beginning in cases under paragraphs (1), (2), (3), and	1494
(4) of division (A) on the same respective days as are provided	1495
for in division (A), which amount shall be paid to each	1496
shareholder making such request. The right of each shareholder to	1497
enforce any such forfeiture is in addition to all other remedies.	1498

(C) The court in which an action is brought to enforce any	1499
forfeiture under this section may reduce, remit, or suspend such	1500
forfeiture on such terms as it deems reasonable when it appears	1501
that the failure was excusable or that the imposition of the full	1502
forfeiture would be unreasonable or unjust.	1503

Sec. 1702.04.  (A) Any person, singly or jointly with	1504
others, and without regard to residence, domicile, or state of	1505
incorporation, may form a corporation by signing and filing with	1506
the secretary of state articles of incorporation, which shall set	1507
forth the following:	1508

(1) The name of the corporation;

1509

(2) The place in this state where the principal office of	1510
the corporation is to be located;	1511

(3) The purpose or purposes for which the corporation is	1512
formed.	1513

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

1514

(1) The names of individuals who are to serve as the initial	1515
directors;	1516

(2) The names of any persons or the designation of any group	1517
of persons who are to be the initial members;	1518

(3) Any qualification of membership and the classification	1519
of members;	1520

(4) A provision to the effect that the corporation shall be	1521
subordinate to and subject to the authority of any head or	1522
national association, lodge, order, beneficial association,	1523
fraternal or beneficial society, foundation, federation, or any	1524
other nonprofit corporation, society, organization, or	1525
association;	1526

(5) Any lawful provision for the purpose of defining,	1527
limiting, or regulating the exercise of the authority of the	1528
corporation, the incorporators, the directors, the officers, the	1529
members, or any class of members, or creating or defining rights	1530
and privileges of the members among themselves or in the property	1531
of the corporation, or governing the distribution of assets on	1532
dissolution;	1533

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

1534

(7) A provision specifying the period of existence of the	1535
corporation if it is to be otherwise than perpetual;	1536

(8) Any additional provision permitted by this chapter.

1537

(C) A written appointment of a statutory agent for the	1538
purposes set forth in section 1702.06 of the Revised Code shall be	1539
filed with the articles, unless the corporation belongs to one of	1540
the classes mentioned in division (N) of that section.	1541

(D) The legal existence of the corporation shall begin	1542
begins upon the filing of the articles or on a later date	1543
specified in the articles that is not more than ninety days after	1544
the filing, and, unless the articles otherwise provide, its period	1545
of existence shall be perpetual.	1546

Sec. 1702.47.  (A) A corporation may be dissolved	1547
voluntarily in the manner provided in this section.	1548

(B) A resolution of dissolution for a corporation shall set	1549
forth:	1550

(1) That the corporation elects to be dissolved;

1551

(2) Any additional provision deemed necessary with respect	1552
to the proposed dissolution and winding up.	1553

(C) The directors may adopt a resolution of dissolution in	1554
the following cases:	1555

(1) When the corporation has been adjudged bankrupt or has	1556
made a general assignment for the benefit of creditors;	1557

(2) By leave of the court, when a receiver has been	1558
appointed in a general creditors' suit or in any suit in which the	1559
affairs of the corporation are to be wound up;	1560

(3) When substantially all of the assets have been sold at	1561
judicial sale or otherwise;	1562

(4) When the period of existence of the corporation	1563
specified in its articles has expired.	1564

(D) The voting members at a meeting held for such purpose	1565
may adopt a resolution of dissolution by the affirmative vote of a	1566
majority of the voting members present in person or, if permitted,	1567
by mail or by proxy, if a quorum is present or, if the articles or	1568
the regulations provide or permit, by the affirmative vote of a	1569
greater or lesser proportion or number of the voting members, and	1570
by such affirmative vote of the voting members of any particular	1571
class as is required by the articles or the regulations. Notice	1572
of the meeting of the members shall be given to all the members	1573
entitled to vote thereat.	1574

(E) Upon the adoption of a resolution of dissolution, a	1575
certificate shall be prepared, on a form prescribed by the	1576
secretary of state, setting forth the following:	1577

(1) The name of the corporation;

1578

(2) A statement that a resolution of dissolution has been	1579
adopted;	1580

(3) A statement of the manner of adoption of such	1581
resolution, and, in the case of its adoption by the directors, a	1582
statement of the basis for such adoption;	1583

(4) The place in this state where its principal office is or	1584
is to be located;	1585

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

1586

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

1587

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

1588

(F) Such certificate shall be signed by any authorized	1589
officer, unless the officer fails to execute and file such	1590
certificate within thirty days after the adoption of the	1591
resolution, or upon any date specified in the resolution as the	1592
date upon which such certificate is to be filed, or upon the	1593
expiration of any period specified in the resolution as the period	1594
within which such certificate is to be filed, whichever is latest,	1595
in which event the certificate of dissolution may be signed by any	1596
three voting members and shall set forth a statement that the	1597
persons signing the certificate are voting members and are filing	1598
the certificate because of the failure of the officers to do so.	1599

(G) A certificate of dissolution, filed with the secretary	1600
of state, shall be accompanied by:	1601

(1) An affidavit of one or more of the persons executing the	1602
certificate of dissolution or of an officer of the corporation	1603
containing a statement of the counties, if any, in this state in	1604
which the corporation has personal property subject to personal	1605
property taxes or a statement that the corporation is of a type	1606
required to pay personal property taxes to state authorities only;	1607

(2) A receipt, certificate, or other evidence showing the	1608
payment of all personal property taxes accruing up to the date of	1609
such filing or, if applicable, to the later date specified in the	1610
certificate of dissolution in accordance with division (E) of this	1611
section, unless the affidavit provided for in division (G)(1) of	1612
this section states that the corporation has in this state no	1613
personal property subject to personal property taxes;	1614

(3) A receipt, certificate, or other evidence from the	1615
director of job and family services showing that all contributions	1616
due from the corporation as an employer have been paid, or that	1617
such payment has been adequately guaranteed, or that the	1618
corporation is not subject to such contributions;	1619

(4) A receipt, certificate, or other evidence showing the	1620
payment of all sales, use, and highway use taxes accruing up to	1621
the date of such filing or, if applicable, to the later date	1622
specified in the certificate of dissolution in accordance with	1623
division (E) of this section, or that such payment has been	1624
adequately guaranteed;	1625

(5) In lieu of the receipt, certificate, or other evidence	1626
described in division (G)(2), (3), or (4) of this section, an	1627
affidavit of one or more of the persons executing the certificate	1628
of dissolution or of an officer of the corporation containing a	1629
statement of the date upon which the particular department,	1630
agency, or authority was advised in writing of the scheduled	1631
effective date of the filing of the certificate of dissolution and	1632
was advised in writing of the acknowledgement by the corporation	1633
of the applicability of section 1702.55 of the Revised Code.	1634

(H) Upon the filing of a certificate of dissolution and such	1635
accompanying documents or on a later date specified in the	1636
certificate that is not more than ninety days after the filing,	1637
the corporation shall be dissolved.	1638

Sec. 1703.06.  Any person intending to organize a corporation	1639
under the laws of another state, or any foreign corporation	1640
intending to transact business in this state or intending to	1641
change its name, may file in the office of the secretary of state,	1642
in writing and on a form prescribed by the secretary of state, an	1643
application for the exclusive use of a name to be used by such	1644
that proposed or existing foreign corporation. If the secretary of	1645
state finds that such a name is proper under section 1703.04 of	1646
the Revised Code, the secretary of state shall indorse the	1647
secretary of state's approval upon suchthe application, and from	1648
the date of suchthat indorsement suchthe applicant shall have	1649
the exclusive use of suchthat name for a period of sixtyone	1650
hundred eighty days. The rights so secured may be transferred by	1651
the holder thereofof the rights by filing in the office of the	1652
secretary of state a written transfer setting forth the name and	1653
address of the transferee. Every such application under this	1654
section shall be accompanied by a fee of fivefifty dollars, which	1655
shall be returned in the event that the application is not	1656
approved.	1657

Sec. 1705.04.  (A) One or more persons, without regard to	1658
residence, domicile, or state of organization, may form a limited	1659
liability company. The company is formed when one or more persons	1660
or their authorized representative signs and filesarticles of	1661
organization shall be signed and filed with the secretary of state	1662
articles of organization thatand shall set forth all of the	1663
following:	1664

(1) The name of the company;

1665

(2) Except as provided in division (B) of this section, the	1666
period of its duration, which may be perpetual;	1667

(3) Any other provisions that are from the operating	1668
agreement or that are not inconsistent with applicable law and	1669
that the members elect to set out in the articles for the	1670
regulation of the affairs of the company.	1671

The legal existence of the company begins upon the filing of	1672
the articles of organization or on a later date specified in the	1673
articles of organization that is not more than ninety days after	1674
the filing.	1675

(B) If the articles of organization or operating agreement	1676
do not set forth the period of the duration of the limited	1677
liability company, its duration shall be perpetual.	1678

(C) If a limited liability company is formed under this	1679
chapter for the purpose of rendering a professional service, the	1680
kinds of professional services authorized under Chapters 4703. and	1681
4733. of the Revised Code, or a combination of the professional	1682
services of optometrists authorized under Chapter 4725. of the	1683
Revised Code, chiropractors authorized under Chapter 4734. of the	1684
Revised Code, psychologists authorized under Chapter 4732. of the	1685
Revised Code, registered or licensed practical nurses authorized	1686
under Chapter 4723. of the Revised Code, pharmacists authorized	1687
under Chapter 4729. of the Revised Code, physical therapists	1688
authorized under sections 4755.40 to 4755.53 of the Revised Code,	1689
mechanotherapists authorized under section 4731.151 of the Revised	1690
Code, and doctors of medicine and surgery, osteopathic medicine	1691
and surgery, or podiatric medicine and surgery authorized under	1692
Chapter 4731. of the Revised Code, the following apply:	1693

(1) Each member, employee, or other agent of the company who	1694
renders a professional service in this state and, if the	1695
management of the company is not reserved to its members, each	1696
manager of the company who renders a professional service in this	1697
state shall be licensed, certificated, or otherwise legally	1698
authorized to render in this state the same kind of professional	1699
service; if applicable, the kinds of professional services	1700
authorized under Chapters 4703. and 4733. of the Revised Code; or,	1701
if applicable, any of the kinds of professional services of	1702
optometrists authorized under Chapter 4725. of the Revised Code,	1703
chiropractors authorized under Chapter 4734. of the Revised Code,	1704
psychologists authorized under Chapter 4732. of the Revised Code,	1705
registered or licensed practical nurses authorized under Chapter	1706
4723. of the Revised Code, pharmacists authorized under Chapter	1707
4729. of the Revised Code, physical therapists authorized under	1708
sections 4755.40 to 4755.53 of the Revised Code, mechanotherapists	1709
authorized under section 4731.151 of the Revised Code, or doctors	1710
of medicine and surgery, osteopathic medicine and surgery, or	1711
podiatric medicine and surgery authorized under Chapter 4731. of	1712
the Revised Code.	1713

(2) Each member, employee, or other agent of the company who	1714
renders a professional service in another state and, if the	1715
management of the company is not reserved to its members, each	1716
manager of the company who renders a professional service in	1717
another state shall be licensed, certificated, or otherwise	1718
legally authorized to render that professional service in the	1719
other state.	1720

(D) Except for the provisions of this chapter pertaining to	1721
the personal liability of members, employees, or other agents of a	1722
limited liability company and, if the management of the company is	1723
not reserved to its members, the personal liability of managers of	1724
the company, this chapter does not restrict, limit, or otherwise	1725
affect the authority or responsibilities of any agency, board,	1726
commission, department, office, or other entity to license,	1727
certificate, register, and otherwise regulate the professional	1728
conduct of individuals or organizations of any kind rendering	1729
professional services in this state or to regulate the practice of	1730
any profession that is within the jurisdiction of the agency,	1731
board, commission, department, office, or other entity,	1732
notwithstanding that the individual is a member or manager of a	1733
limited liability company and is rendering the professional	1734
services or engaging in the practice of the profession through the	1735
limited liability company or that the organization is a limited	1736
liability company.	1737

(E) No limited liability company formed for the purpose of	1738
providing a combination of the professional services, as defined	1739
in section 1785.01 of the Revised Code, of optometrists authorized	1740
under Chapter 4725. of the Revised Code, chiropractors authorized	1741
under Chapter 4734. of the Revised Code, psychologists authorized	1742
under Chapter 4732. of the Revised Code, registered or licensed	1743
practical nurses authorized under Chapter 4723. of the Revised	1744
Code, pharmacists authorized under Chapter 4729. of the Revised	1745
Code, physical therapists authorized under sections 4755.40 to	1746
4755.53 of the Revised Code, mechanotherapists authorized under	1747
section 4731.151 of the Revised Code, and doctors of medicine and	1748
surgery, osteopathic medicine and surgery, or podiatric medicine	1749
and surgery authorized under Chapter 4731. of the Revised Code	1750
shall control the professional clinical judgment exercised within	1751
accepted and prevailing standards of practice of a licensed,	1752
certificated, or otherwise legally authorized optometrist,	1753
chiropractor, psychologist, nurse, pharmacist, physical therapist,	1754
mechanotherapist, or doctor of medicine and surgery, osteopathic	1755
medicine and surgery, or podiatric medicine and surgery in	1756
rendering care, treatment, or professional advice to an individual	1757
patient.	1758

This division does not prevent a hospital, as defined in	1759
section 3727.01 of the Revised Code, insurer, as defined in	1760
section 3999.36 of the Revised Code, or intermediary organization,	1761
as defined in section 1751.01 of the Revised Code, from entering	1762
into a contract with a limited liability company described in this	1763
division that includes a provision requiring utilization review,	1764
quality assurance, peer review, or other performance or quality	1765
standards. Those activities shall not be construed as controlling	1766
the professional clinical judgment of an individual practitioner	1767
listed in this division.	1768

Sec. 1775.64.  (A) Before transacting business in this	1769
state, a foreign limited liability partnership shall file a	1770
registration application with the secretary of state. The	1771
application shall be on a form prescribed by the secretary of	1772
state and shall set forth only the following information:	1773

(1) The name of the partnership;

1774

(2) The jurisdiction pursuant to the laws of which it was	1775
organized as a limited liability partnership;	1776

(3) The address of its principal office or, if the	1777
partnership's principal office is not located in this state, the	1778
address of a registered office;	1779

(4) The name and address of its agent for service of process	1780
in this state;	1781

(5) A brief statement of the business in which the	1782
partnership engages.	1783

(B) A registration application shall be accompanied by the	1784
application fee specified in division (F) of section 111.16 of the	1785
Revised Code.	1786

(C) A foreign limited liability partnership transacting	1787
business in this state shall comply with the name, correction, and	1788
annual reporting requirements set forth in division (G) of section	1789
1775.61, divisions (B) and (C) of section 1775.62, and section	1790
1775.63 of the Revised Code and shall comply with any statutory or	1791
administrative registration or filing requirements governing the	1792
specific type of business in which the partnership engages.	1793

(D) The secretary of state shall register as a foreign	1794
limited liability partnership, any foreign limited liability	1795
partnership that submits a completed registration application with	1796
the required fee.	1797

(E) Registration as a foreign limited liability partnership	1798
ceases if the registration is voluntarily withdrawn by filing	1799
with the secretary of state, on a form prescribed by the secretary	1800
of state, a written withdrawal notice signed by one or more	1801
partners authorized by the partnership to execute a withdrawal	1802
notice.	1803

Sec. 1785.06.  A professional association, within thirty days	1804
after the thirtieth day of June in each even-numbered year, shall	1805
furnish a statement to the secretary of state showing the names	1806
and post-office addresses of all of the shareholders in the	1807
association and certifying that all of the shareholders are duly	1808
licensed, certificated, or otherwise legally authorized to render	1809
within this state the same professional service for which the	1810
association was organized or, in the case of a combination of	1811
professional services described in division (B) of section 1785.01	1812
of the Revised Code, to render within this state any of the	1813
applicable types of professional services for which the	1814
association was organized. This statement shall be made on a form	1815
that the secretary of state shall prescribe, shall be signed by an	1816
officer of the association, and shall be filed in the office of	1817
the secretary of state.	1818

If any professional association fails to file the annual	1819
biennial statement within the time required by this section, the	1820
secretary of state shall give notice of the failure by certified	1821
mail, return receipt requested, to the last known address of the	1822
association or its agent. If the annualbiennial statement is not	1823
filed within thirty days after the mailing of the notice, the	1824
secretary of state, upon the expiration of that period, shall	1825
cancel the association's articles of incorporation, give notice of	1826
the cancellation to the association by mail sent to the last known	1827
address of the association or its agent, and make a notation of	1828
the cancellation on the records of the secretary of state.	1829

A professional association whose articles have been canceled	1830
pursuant to this section may be reinstated by filing an	1831
application for reinstatement and the required annualbiennial	1832
statement or statements and by paying the reinstatement fee	1833
specified in division (Q) of section 111.16 of the Revised Code.	1834
The rights, privileges, and franchises of a professional	1835
association whose articles have been reinstated are subject to	1836
section 1701.922 of the Revised Code. The secretary of state	1837
shall inform the tax commissioner of all cancellations and	1838
reinstatements under this section.	1839

Sec. 5733.03.  The annual corporation report shall include	1840
statements of the following facts as of the date of the beginning	1841
of the corporation's annual accounting period that includes the	1842
first day of January of the tax year:	1843

(A) The name of the corporation;

1844

(B) The name of the state or country under the laws of which	1845
it is incorporated;	1846

(C) The location of its principal office and, in the case of	1847
a foreign corporation, the location of its principal place of	1848
business in this state and the name and address of the officer or	1849
agent of the corporation in charge of the business in this state;	1850

(D) The names of its president, secretary, treasurer, and	1851
statutory agent in this state, with the post office address of	1852
each;	1853

(E) The kind of business in which the corporation is	1854
engaged;	1855

(F) The date of the beginning of the corporation's annual	1856
accounting period that includes the first day of January of the	1857
tax year;	1858

(G) All other information that the tax commissioner requires	1859
for the proper administration and enforcement of this chapter.	1860

The tax commissioner may prescribe requirements as to the	1861
keeping of records and other pertinent documents, the filing of	1862
copies of federal income tax returns and determinations, and	1863
computations reconciling federal income tax returns with the	1864
report required by section 5733.02 or 5733.021 of the Revised	1865
Code. The commissioner may require any corporation, by rule or	1866
notice served on suchthat corporation, to keep suchthose records	1867
asthat the commissioner considers necessary to show whether, and	1868
the extent to which, a corporation is subject to this chapter.	1869
SuchThose records and other documents shall be open during	1870
business hours to the inspection of the commissioner, and shall be	1871
preserved for a period of four years, unless the commissioner, in	1872
writing, consents to their destruction within that period, or by	1873
order requires that they be kept longer.	1874

Any information gained as the result of returns,	1875
investigations, hearings, or verifications required or authorized	1876
by Chapter 5733. of the Revised Codethis chapter is confidential,	1877
and no person shall disclose such information, except for official	1878
purposes, or as provided by division (B) of section 5703.21 or	1879
section 5715.50 of the Revised Code, or in accordance with a	1880
proper judicial order. The tax commissioner may furnish the	1881
internal revenue service with copies of returns filed. This	1882
section does not prohibit the publication of statistics in a form	1883
whichthat does not disclose information with respect to	1884
individual taxpayers.	1885

By the thirty-first day of March each year, the tax	1886
commissioner shall release to the secretary of state the name and	1887
address of each corporation and the name and address of the	1888
statutory agent of that corporation as indicated in the	1889
corporation's annual report filed during the preceding calendar	1890
year.	1891

Section 2. That existing sections 111.16, 1329.58, 1701.04,	1892
1701.07, 1701.11, 1701.25, 1701.37, 1701.38, 1701.40, 1701.41,	1893
1701.42, 1701.51, 1701.54, 1701,61, 1701.69, 1701.70, 1701.71,	1894
1701.73, 1701.80, 1701.801, 1701.86, 1701.93, 1701.94, 1702.04,	1895
1702.47, 1703.06, 1705.04, 1775.64, 1785.06, and 5733.03 of the	1896
Revised Code are hereby repealed.	1897