SENATORS Johnson, Hottinger, Amstutz, Oelslager

To amend sections 1701.15, 1701.16, 1701.17, 1701.35,

1

1701.59, 1701.70, and 1701.75 of the Revised Code

2

relative to the authority of a corporation to issue

3

option rights or securities having conversion or

4

option rights with respect to shares, the acts of a

5

director of a corporation relating to an

6

acquisition or potential or proposed acquisition of

7

control of the corporation, and the general duties

8

of a director of a corporation.

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

Section 1. That sections 1701.15, 1701.16, 1701.17, 1701.35,	10
1701.59, 1701.70, and 1701.75 of the Revised Code be amended to	11
read as follows:	12

Sec. 1701.15.  (A) The shareholders of a corporation do not	13
have a pre-emptive right to acquire the corporation's unissued	14
shares except to the extent the articles so provide. If the	15
articles provide that the holders of the shares of any class,	16
other than shares that are limited as to dividend or distribution	17
rate and liquidation price, have pre-emptive rights, those	18
holders, upon the offering or sale for cash of shares of the same	19
class, shall have the right, during a reasonable time and on	20
reasonable terms fixed by the directors, to purchase the shares in	21
proportion to their respective holdings of shares of such class,	22
at a price fixed as provided in this chapter, unless the shares	23
offered or sold are in any of the following categories:	24

(1) Treasury shares;

25

(2) Issued as a share dividend or distribution;

26

(3) Issued or agreed to be issued for considerations other	27
than money;	28

(4) Issued or agreed to be issued upon exercise of options	29
grantedoption rights or conversion rights issued and authorized	30
in accordance with section 1701.16 of the Revised Code;	31

(5) Issued or agreed to be issued upon conversion of	32
convertible shares authorized in the articles, or upon exercise of	33
conversion rights conferred and authorized in accordance with	34
section 1701.22 of the Revised Code;	35

(6) Offered to shareholders in satisfaction of their	36
pre-emptive rights and not purchased by suchthose shareholders,	37
and thereupon issued or agreed to be issued for a consideration	38
not less than that at which the shares were so offered to such	39
those shareholders, less reasonable expenses, compensation, or	40
discount paid or allowed for the sale, underwriting, or purchase	41
of the shares, unless by the affirmative vote or written order of	42
the holders of two-thirds of the shares otherwise entitled to the	43
pre-emptive rights, the pre-emptive rights are restored as to any	44
of the shares not previously issued or agreed to be issued;	45

(7) Released from pre-emptive rights by the affirmative vote	46
or written consent of the holders of two-thirds of the shares	47
entitled to the pre-emptive rights. Any such vote or consent	48
shall be entered in the records of the corporation and shall be	49
binding on all shareholders and their transferees for the time	50
specified in the vote or consent up to but not exceeding one year,	51
and shall protect all persons who within that time acquire the	52
shares or options on or conversion or other rights with respect to	53
the shares so released;	54

(8) Released from pre-emptive rights by the affirmative vote	55
or written consent of the holders of a majority of the shares	56
entitled to the pre-emptive rights, for offering and sale, or the	57
grant of optionsissuance of option rights or securities having	58
conversion or option rights with respect theretoto those shares,	59
to any or all employees of the corporation or of subsidiary	60
corporations or to a trustee on their behalf, under a plan adopted	61
or to be adopted by the directors for that purpose.	62

(B) No action shall be brought upon any cause of action	63
arising under division (A) of this section at any time after two	64
years from the day on which a written notice or other	65
communication is given or mailed to each shareholder having the	66
cause of action informing the shareholder of the transaction	67
giving rise to the cause of action, and no action shall in any	68
event be brought upon any cause of action of that nature at any	69
time after four years from the day on which the cause of action	70
arose, or from the effective date of this provision, whichever is	71
the later.	72

(C) The provisions of division (A) of this section as they	73
existed prior to the effective date of this amendmentMarch17,	74
2000, shall continue to apply to any corporation incorporated	75
prior to the effective date of this amendmentMarch17, 2000,	76
until the shareholders of the corporation adopt an amendment to	77
its articles expressly providing that the provisions of division	78
(A) of this section that take effect on the effective date of this	79
amendmentMarch17, 2000, apply to the corporation or amended	80
articles of incorporation.	81

Sec. 1701.16.  (A) Unless the articles otherwise provide, a	82
corporation by its directors may grant options to subscribe for or	83
create and issue option rights or securities having conversion or	84
option rights that entitle the holders of the securities to	85
purchase or acquire shares of any authorized class, option rights,	86
securities having conversion or option rights, or obligations, of	87
any class or series, or assets of the corporation, or to purchase	88
or acquire from the corporation shares, option rights, securities	89
having conversion or option rights, or obligations, of any class	90
or series, owned by the corporation and issued by any other	91
person, at the times and on the terms that are set forth in the	92
securities, or in the contracts, warrants, or other instruments	93
that evidence the options, whichevidencing those option rights,	94
securities having conversion or option rights, or obligations.	95
Those contracts, warrants, or other instruments may be	96
transferable or nontransferable and may be separable or	97
inseparable from securities, upon the following conditions:	98

(1) If the shares are subject to preemptivepre-emptive	99
rights and if the optionsoption rights or securities having	100
conversion or option rights are not grantedissued to shareholders	101
in satisfaction of their preemptivepre-emptive rights, the	102
grantingissuance of the options mustoption rights or securities	103
having conversion or option rights shall be authorized by the vote	104
or consent of the shareholders or holders of shares of particular	105
classes that then would be required to waive or release such	106
preemptivethose pre-emptive rights. The vote or consent shall	107
release the preemptivepre-emptive rights to the shares required	108
to satisfy the optionsoption or conversion rights if and when	109
exercised.	110

(2) If, at the time of grantingissuing the optionsoption	111
rights or securities having conversion or option rights, the	112
corporation does not have authorized and unissued shares	113
sufficient to satisfy the optionsoption or conversion rights if	114
and when exercised, the grantingissuance of the options must	115
option rights or securities having conversion or option rights	116
shall be authorized by the vote of the shareholders or holders of	117
shares of particular classes that then would be required to adopt	118
an amendment to the articles for the purpose of increasing the	119
authorized number of suchthose shares, and the. The shares	120
required to be issued upon the exercise of the optionsoption or	121
conversion rights shall be provided by an amendment concurrently	122
or thereafter adopted by the shareholders or the directors.	123

(B)(1) The securities, contracts, warrants, or other	124
instruments that evidence the optionsevidencing any option	125
rights, securities having conversion or option rights, or	126
obligations of a corporation may contain any terms not repugnant	127
to law that are fixed by the board of directors for the protection	128
of the holders of the optionsoption rights, securities having	129
conversion or option rights, or obligations of the corporation,	130
including, but not limited to, the following:	131

(a) Restrictions upon the authorization or issuance of	132
additional shares, option rights, securities having conversion or	133
option rights, or obligations;	134

(b) Provisions for the adjustment of the conversion or	135
option rights price;	136

(c) Provisions concerning rights or adjustments in the event	137
of reorganization, merger, consolidation, or sale of the entire	138
assets of the corporation, exchange of shares, or other	139
fundamental changes;	140

(d) Provisions for the reservation of authorized but	141
unissued shares or other securities to satisfy the optionsoption	142
or conversion rights;	143

(e) Restrictions upon the declaration or payment of	144
dividends or distributions or related party transactions;	145

(f) Conditions on the exercise of the options, including,	146
but not limited to, subject to the limitation specified in	147
division (B)(2) of this section, conditions that preclude the	148
holder or holders of at leastor limit any person or persons	149
owning or offering to acquire a specified number or percentage of	150
the outstanding common shares, other shares, option rights,	151
securities having conversion or option rights, or obligations of a	152
the corporation or any transferee or transferees of the person or	153
persons from exercising the options, converting, transferring, or	154
receiving the shares, option rights, securities having conversion	155
or option rights, or obligations of the corporation, including	156
conditions that limit or condition the right of directors who are	157
not disinterested directors, as defined in division (C)(2)(c) of	158
section 1701.59 of the Revised Code, to modify or redeem the	159
shares, option rights, securities having conversion or option	160
rights, or obligations.	161

(2) The express or implied authority conferred by division	162
(B)(1) of this section or any other section of this chapter for	163
securities, contracts, warrants, or other instruments that	164
evidence optionsevidencing option rights, securities having	165
conversion or option rights, or obligations of a corporation to	166
contain a condition on the exercise of options that precludes the	167
holder or holders of at least a specified number or percentage of	168
the outstanding common shares of a corporation from exercising	169
optionsas described in division (B)(1)(f) of this section shall	170
apply only to the following:	171

(a) A corporation that has issued and outstanding shares	172
listed on a national securities exchange or regularly quoted in an	173
over-the-counter market by one or more members of a national or	174
affiliated securities association;	175

(b) A corporation that has adopted a close corporation	176
agreement pursuant to which optionsoption rights or securities	177
having conversion or option rights are grantedissued, if the	178
securities, contracts, warrants, or other instruments that	179
evidence the optionsevidencing the option rights, securities	180
having conversion or option rights, or obligations of the	181
corporation contain a condition that precludes the holder or	182
holders of at least a specified number or percentage of the	183
outstanding common shares of that corporation from exercising the	184
optionsas described in division (B)(1)(f) of this section.	185

(C) As used in this section, "securities" includes	186
obligations and shares of the corporation.	187

Sec. 1701.17.  A corporation by its directors, upon suchany	188
terms asthat it may impose, may provide and carry out plans for	189
the offering or sale, or the grant of optionsissuance of option	190
rights or securities having conversion or option rights, to	191
employees of the corporation or of subsidiary corporations, or to	192
a trustee on their behalf, during the period of their employment	193
or other period, of, or with respect to, any unissued shares,	194
treasury shares, or shares to be purchased, which. Those plans	195
may provide for the payment for such shares at one time or in	196
installments, or for the establishment of special funds in which	197
employees may participate. Shares otherwise subject to pre-emptive	198
rights may be offered or sold under suchthose plans only when	199
released from pre-emptive rights.	200

Sec. 1701.35.  (A) A corporation by its directors may	201
purchase shares of any class issued by it, in any of the following	202
instances:	203

(1) When the articles authorize the redemption of suchthose	204
shares and do not prohibit such purchase;	205

(2) To collect or compromise a debt, claim, or controversy	206
in good faith;	207

(3) From a subscriber whose shares have not been paid for in	208
full, or in settlement or compromise of a subscription;	209

(4) For offering and sale, or the grant of optionsissuance	210
of option rights or securities having conversion or option rights	211
with respect theretoto those shares, to any or all of the	212
employees of the corporation or of subsidiary corporations or to a	213
trustee on their behalf, under any plan adopted or to be adopted	214
by the directors for that purpose;	215

(5) From a person who has purchased suchthose shares from	216
the corporation under an agreement reserving to the corporation	217
the right to repurchase or obligating it to repurchase;	218

(6) To avoid the issuance of or to eliminate fractional	219
shares;	220

(7) When the articles in substance provide that the	221
corporation shall have a right to repurchase if and when any	222
shareholder desires to, or on the happening of any event is	223
required to, sell suchthose shares;	224

(8) From a shareholder who by reason of dissent is entitled	225
to be paid the fair cash value of histhe shareholder's shares;	226

(9) When authorized by the shareholders at a meeting called	227
for such purpose, by the affirmative vote of the holders of	228
two-thirds of the shares of each class, regardless of limitations	229
or restrictions in the articles on the voting rights of the shares	230
of any such class, or if the articles so provide or permit, a	231
greater or lesser proportion, but not less than a majority, of the	232
shares of any class;	233

(10) When authorized by the articles or by such vote or	234
consent of holders of such proportion of shares, though less than	235
a majority, of any one or more classes as is provided in the	236
articles.	237

(B) A corporation shall not purchase its own shares except	238
as provided in this section, nor shall a corporation purchase or	239
redeem its own shares if immediately thereafter its assets would	240
be less than its liabilities plus its stated capital, if any, or	241
if the corporation is insolvent, or if there is reasonable ground	242
to believe that by such purchase or redemption it would be	243
rendered insolvent.	244

(C) Shares issued by a corporation whichthat owns or	245
controls shares entitling it to elect a majority of the directors	246
of another corporation may be purchased by such last mentioned	247
corporation only when and if suchthose shares could be purchased	248
by the issuing corporation pursuant to division (A)(9) or (10) of	249
this section.	250

Sec. 1701.59.  (A) Except where the law, the articles, or	251
the regulations require action to be authorized or taken by	252
shareholders, all of the authority of a corporation shall be	253
exercised by or under the direction of its directors. For their	254
own government, the directors may adopt bylaws that are not	255
inconsistent with the articles or the regulations. The selection	256
of a time frame for the achievement of corporate goals shall be	257
the responsibility of the directors.	258

(B) A director shall perform the director's duties as a	259
director, including the duties as a member of any committee of the	260
directors upon which the director may serve, in good faith, in a	261
manner the director reasonably believes to be in or not opposed to	262
the best interests of the corporation, and with the care that an	263
ordinarily prudent person in a like position would use under	264
similar circumstances. In performing a director's duties, a	265
director is entitled to rely on information, opinions, reports, or	266
statements, including financial statements and other financial	267
data, that are prepared or presented by any of the following:	268

(1) One or more directors, officers, or employees of the	269
corporation who the director reasonably believes are reliable and	270
competent in the matters prepared or presented;	271

(2) Counsel, public accountants, or other persons as to	272
matters that the director reasonably believes are within the	273
person's professional or expert competence;	274

(3) A committee of the directors upon which the director	275
does not serve, duly established in accordance with a provision of	276
the articles or the regulations, as to matters within its	277
designated authority, which committee the director reasonably	278
believes to merit confidence.	279

(C) For purposes of division (B) of this section, the	280
following apply:	281

(1) A director shall not be found to have violated the	282
director's duties under division (B) of this section unless it is	283
proved by clear and convincing evidence that the director has not	284
acted in good faith, in a manner the director reasonably believes	285
to be in or not opposed to the best interests of the corporation,	286
or with the care that an ordinarily prudent person in a like	287
position would use under similar circumstances, in any action	288
brought against a director, including actions involving or	289
affecting any of the following:	290

(a) A change or potential change in control of the	291
corporation, including a determination to resist a change or	292
potential change in control made pursuant to division (F)(7) of	293
section 1701.13 of the Revised Code or a decision not to redeem	294
any rights under, or to modify or render inapplicable, any	295
shareholder rights plan, including, but not limited to, a plan	296
adopted with the conditions described in division (B)(1)(f) of	297
section 1701.16 of the Revised Code;	298

(b) A termination or potential termination of the director's	299
service to the corporation as a director;	300

(c) The director's service in any other position or	301
relationship with the corporation;	302

(d) A decision not to render inapplicable, or to make	303
determinations under, the provisions of Chapter 1704. or section	304
1701.831 of the Revised Code or any other provisions in Title XVII	305
of the Revised Code that relate to or affect acquisitions of	306
control or potential or proposed acquisitions of control of the	307
corporation;	308

(e) A decision not to act as a director solely because of	309
the effect that action may have on an acquisition of control or	310
potential or proposed acquisition of control of the corporation or	311
on the consideration that may be offered or paid to shareholders	312
in that acquisition or potential or proposed acquisition.	313

(2)(a) In the absence of a breach of fiduciary duty, lack of	314
good faith, or self-dealing, any act of a director is presumed to	315
be in the best interests of the corporation. In assessing whether	316
the standards set forth in division (B) of this section have been	317
satisfied, there shall not be any greater obligation to justify,	318
or higher burden of proof with respect to, any act as a director	319
relating to or affecting an acquisition of control or potential or	320
proposed acquisition of control of the corporation than is applied	321
to any other act as a director.	322

(b) Notwithstanding division (C)(2)(a) of this section, any	323
act of a director relating to or affecting an acquisition of	324
control or potential or proposed acquisition of control of the	325
corporation to which a majority of the disinterested directors of	326
the corporation have assented is presumed to satisfy the standards	327
set forth in division (B) of this section, unless it is proved by	328
clear and convincing evidence that the disinterested directors did	329
not assent to that act in good faith after reasonable	330
investigation.	331

(c) As used in division (C)(2) of this section and for no	332
other purpose, subject to division (C)(2)(d) of this section,	333
"disinterested director" means a director of a corporation other	334
than any of the following:	335

(i) A director who has a direct or indirect financial or	336
other interest in the person acquiring or seeking to acquire	337
control of the corporation or who is an affiliate or associate of,	338
as defined in section 1704.01 of the Revised Code, or was	339
nominated or designated as a director by, a person acquiring or	340
seeking to acquire control of the corporation;	341

(ii) Depending upon the specific facts surrounding the	342
director and the act under consideration, an officer or employee	343
or a former officer or employee of the corporation.	344

(d) For purposes of division (C)(2)(c) of this section, a	345
person shall not be considered as other than a disinterested	346
director solely by reason of any or all of the following:	347

(i) The ownership by the director of shares of the	348
corporation;	349

(ii) The receipt by the director as a holder of any shares	350
of a class or series of any distribution made to all owners of	351
shares of that class or series;	352

(iii) The receipt by the director of director's fees or	353
other consideration as a director;	354

(iv) Any interest that the director may have in retaining	355
the status or position of director;	356

(v) The former business or employment relationship of the	357
director with the corporation;	358

(vi) The receipt of, or the right to receive, retirement or	359
deferred compensation from the corporation due to service as	360
director, officer, or employee of the corporation.	361

(3) A director shall not be considered to be acting in good	362
faith if the director has knowledge concerning the matter in	363
question that would cause reliance on information, opinions,	364
reports, or statements that are prepared or presented by the	365
persons described in divisions (B)(1) to (3) of this section to be	366
unwarranted.	367

(3)(4) Nothing contained in this division (C) of this	368
section limits relief available under section 1701.60 of the	369
Revised Code.	370

(D) A director shall be liable in damages for any action	371
that the director takes or fails to take as a director only if it	372
is proved by clear and convincing evidence in a court of competent	373
jurisdiction that the director's action or failure to act involved	374
an act or omission undertaken with deliberate intent to cause	375
injury to the corporation or undertaken with reckless disregard	376
for the best interests of the corporation. Nothing contained in	377
this division affects the liability of directors under section	378
1701.95 of the Revised Code or limits relief available under	379
section 1701.60 of the Revised Code. This division does not apply	380
if, and only to the extent that, at the time of a director's act	381
or omission that is the subject of complaint, the articles or the	382
regulations of the corporation state by specific reference to this	383
division that the provisions of this division do not apply to the	384
corporation.	385

(E) For purposes of this section, a director, in determining	386
what the director reasonably believes to be in the best interests	387
of the corporation, shall consider the interests of the	388
corporation's shareholders and, in the director's discretion, may	389
consider any of the following:	390

(1) The interests ofeffects of any action upon any or all	391
groups affected by that action, including the corporation's	392
employees, suppliers, creditors, and customers;	393

(2) The economy of the state and nation;

394

(3) Community and societal considerations;

395

(4) The long-term as well as short-term interests of the	396
corporation and its shareholders, including the benefits that may	397
accrue to the corporation from its long-term plans and the	398
possibility that these interests may be best served by the	399
continued independence of the corporation;	400

(5) The past, stated, and potential resources, intent, and	401
conduct of any person seeking to acquire control of the	402
corporation;	403

(6) All other pertinent factors.

404

(F) In determining the best interests of a corporation or the	405
effects of any action, a director shall not be required to regard	406
any corporate interest or the interests of any particular group	407
affected by that action as a dominant or controlling interest or	408
factor. The consideration of interests and factors in the manner	409
described in this division and division (E) of this section does	410
not constitute a violation of the duties of a director under	411
division (B) of this section.	412

(G)(1) The duties of a director under division (B) of this	413
section are solely to the corporation and may be enforced directly	414
by the corporation or may be enforced by a shareholder, as such,	415
by an action in the right of the corporation. Those duties may	416
not be enforced directly by a shareholder or by any other person	417
or group.	418

(2) Notwithstanding division (G)(1) of this section,	419
divisions (E) and (F) of this section do not impose upon a	420
director any legal or equitable duties, obligations, or	421
liabilities or create any right or cause of action against, or	422
basis for standing to sue, a director.	423

(H) Nothing contained in division (C) or (D) of this section	424
affects the duties of either of the following:	425

(1) A director who acts in any capacity other than the	426
director's capacity as a director;	427

(2) A director of a corporation that does not have issued	428
and outstanding shares that are listed on a national securities	429
exchange or are regularly quoted in an over-the-counter market by	430
one or more members of a national or affiliated securities	431
association, who votes for or assents to any action taken by the	432
directors of the corporation that, in connection with a change in	433
control of the corporation, directly results in the holder or	434
holders of a majority of the outstanding shares of the corporation	435
receiving a greater consideration for their shares than other	436
shareholders.	437

(I) Except as otherwise expressly provided in this section,	438
the articles and regulations may not contain any provision that	439
relaxes, restricts, is inconsistent with, or supersedes any	440
provision of this section.	441

Sec. 1701.70.  (A) If initial directors are not named in the	442
articles, before subscriptions to shares have been received and	443
before the incorporators have elected directors, the incorporators	444
may adopt an amendment to the articles by a writing signed by	445
them. If initial directors are named in the articles, or if the	446
incorporators have elected directors and have not received	447
subscriptions, then before subscriptions to shares have been	448
received, the directors may adopt an amendment to the articles.	449

(B) The directors may adopt an amendment to the articles in	450
the following cases:	451

(1) When and to the extent authorized by the articles, the	452
directors may adopt an amendment determining, in whole or in part,	453
the express terms, within the limits set forth in this chapter, of	454
any class of shares before the issuance of any shares of that	455
class, or of one or more series within a class before the issuance	456
of shares of that series.	457

(2) When the corporation has issued shares or obligations	458
convertible into shares of the corporation or has granted options	459
issued option rights or securities having conversion or option	460
rights with respect to the purchase or acquisition of any shares,	461
and the conversion or option rights are set forth in the articles	462
or have been approved by the same vote of shareholders as, at the	463
time of the approval, would have been required to amend the	464
articles to authorize the shares required for that purpose, and	465
the corporation does not have sufficient authorized but unissued	466
shares to satisfy those conversion or option rights, the directors	467
may adopt an amendment to authorize the shares.	468

(3) Whenever shares of any class have been redeemed, or have	469
been surrendered to or acquired by the corporation upon	470
conversion, exchange, purchase, or otherwise, the directors may	471
adopt an amendment to reduce the authorized number of shares of	472
the class by the number so redeemed, surrendered, or acquired; and	473
when all of the authorized shares of a class have been redeemed or	474
surrendered to or acquired by the corporation, the directors may	475
adopt an amendment to eliminate from the articles all references	476
to the shares of the class and to make other appropriate changes	477
that are required by the elimination.	478

(4) When articles have been amended and any change of issued	479
or unissued shares provided for in the amendment or amended	480
articles has become effective, the directors may adopt an	481
amendment to eliminate from the articles all references to the	482
change of shares and to make any other appropriate changes that	483
are required by the elimination; however, an amendment to the	484
articles that is so adopted by the directors shall contain a	485
statement with respect to the authorized number and the par value,	486
if any, of the shares of each class.	487

(5) After a merger or consolidation, in which the surviving	488
or new corporation is a domestic corporation, becomes effective,	489
the directors may adopt an amendment:	490

(a) To eliminate from the articles any statement or	491
provision pertaining exclusively to the merger or consolidation,	492
or that was required to be set forth in the agreement of merger or	493
consolidation and that would not be required in original articles	494
or amendments to articles filed at the time the statement or	495
provision was adopted;	496

(b) To make any other appropriate changes required by that	497
elimination.	498

An amendment to the articles adopted by the directors under	499
division (B)(5) of this section need not contain or continue any	500
statement with respect to the amount of stated capital.	501

(C) If a vote on the adoption of an amendment is required by	502
division (B)(4) of section 1701.71 of the Revised Code, any	503
amendment to the articles adopted pursuant to division (B) of this	504
section that creates a class or series of shares the express terms	505
of which provide for the convertibility of the shares into shares	506
of another class shall also require the approval of the holders,	507
voting as a class, of any issued and outstanding shares into which	508
the shares may be converted.	509

Sec. 1701.75.  (A) A corporation, a plan of reorganization	510
of which shall have been confirmed by the decree or order of a	511
court of competent jurisdiction pursuant to the provisions of any	512
applicable statute of the United States relating to reorganization	513
of corporations, may put into effect and carry out the plan and	514
the decrees and orders of the court relative theretoto the plan,	515
and may take any proceeding and do any act provided in the plan or	516
directed by such decrees and orders, without further action by its	517
directors or shareholders. SuchThat authority may be exercised,	518
and suchthose proceedings and acts may be taken or done, as	519
directed by such decrees or orders, by the trustee or trustees of	520
suchthe corporation appointed in the reorganization proceedings	521
(or a majority thereof), or if none shall have been appointed, by	522
designated officers of the corporation, or by a master or other	523
representative appointed by the court, with like effect as if	524
exercised and taken by unanimous action of the directors and	525
shareholders of the corporation.	526

(B) A corporation, in the manner provided in division (A) of	527
this section, but without limiting the generality thereof, may:	528
amend its articles in any respect; amend or repeal its regulations	529
or adopt new regulations; name, constitute, reconstitute,	530
classify, or reclassify its directors and appoint directors and	531
officers in place of or in addition to some or all of the	532
directors or officers then in office; make any lawful change in	533
its stated capital; make a determination of the fair value to the	534
corporation of its assets; transfer all or a part of its assets;	535
merge; consolidate; remove or appoint a statutory agent; authorize	536
the grantingissuance of option rights or securities having	537
conversion or option rights in respect of shares and other	538
securities; authorize the issuing of notes, bonds, and other	539
evidences of indebtedness, whether or not convertible into shares	540
or other securities; lease its property to any corporation;	541
dissolve; or effect any other change authorized by this chapter.	542

(C) If a plan of reorganization provides for or effects an	543
amendment to the articles or the merger, consolidation, or	544
dissolution of a corporation, or if a plan having such a result is	545
modified in respect of suchthat amendment, merger, consolidation,	546
or dissolution, a certificate of reorganization or an amended	547
certificate of reorganization, as the case may be, setting forth	548
such portions of the plan of reorganization or modification	549
thereofof the plan as would otherwise be required to be set forth	550
in a certificate of amendment, an agreement of merger or	551
consolidation, or a certificate of dissolution (and, if desired,	552
any other portions thereof) shall be filed in the office of the	553
secretary of state and shall operate to effect suchthat	554
amendment, merger, consolidation, or dissolution. SuchThe	555
certificate shall be made, subscribed, and filed as may be	556
directed by such decrees or orders of the court, or, in the	557
absence of such direction, by the president or a vice-president	558
and the secretary or an assistant secretary. The certificate	559
shall contain a statement that the plan of reorganization has been	560
confirmed by the decree or order of the court designated in the	561
certificate or that the plan so confirmed has been modified by	562
order of such court, as the case may be.	563

(D) If after the filing in the office of the secretary of	564
state of a certificate of reorganization, or an amended	565
certificate, a decree or order of court is entered whichthat has	566
the effect of vacating saidthat plan, a certified copy of said	567
the decree or order shall be filed by the corporation in the	568
office of the secretary of state.	569

(E) Nonassenting or dissenting shareholders shall have only	570
such rights as are provided for in the plan of reorganization.	571

Section 2. That existing sections 1701.15, 1701.16, 1701.17,	572
1701.35, 1701.59, 1701.70, and 1701.75 of the Revised Code are	573
hereby repealed.	574