| Section 1. That sections 1702.01, 1702.02, 1702.08, 1702.11, | 12 |
| 1702.17, 1702.18, 1702.19, 1702.20,
1702.22, 1702.25, 1702.27, | 13 |
| 1702.31, 1702.33, 1702.38, 1702.39, 1702.42, 1702.47, and 1702.58 | 14 |
| of the Revised
Code be amended to read as follows: | 15 |
| (C) "Nonprofit corporation" means a domestic or foreign | 25 |
|
corporation
that is
formed otherwise than for the pecuniary gain | 26 |
|
or profit of,
and whose net
earnings or any part of them is not | 27 |
|
distributable to, its
members, directors, officers, or other | 28 |
|
private persons,
except
that the payment of reasonable | 29 |
|
compensation for services rendered
and the distribution of assets | 30 |
|
on dissolution as permitted by
section 1702.49 of the Revised Code | 31 |
|
is not pecuniary gain or
profit or distribution of net earnings. | 32 |
|
In a corporation all of
whose members are nonprofit corporations, | 33 |
|
distribution to members
does not deprive it of the status of a | 34 |
|
nonprofit corporation. | 35 |
| (E) "Articles" includes original articles of
incorporation, | 41 |
|
agreements of merger or consolidation if and only to the
extent | 42 |
|
that articles of incorporation are adopted or amended in the | 43 |
|
agreements, amended
articles, and amendments to any of these, and, | 44 |
|
in the case of a
corporation created before September 1, 1851, the | 45 |
|
special charter
and any amendments to it made by special act of | 46 |
|
the General
Assembly or pursuant to general law. | 47 |
| (P) "Public benefit corporation" means a corporation that
is | 93 |
|
recognized as exempt from federal income taxation under section | 94 |
|
501(c)(3) of the "Internal Revenue
Code of 1986," 100 Stat.
2085, | 95 |
|
26 U.S.C. 1, as amended, or is organized for
a public or | 96 |
|
charitable purpose and that upon dissolution must distribute its | 97 |
|
assets
to a public benefit corporation, the United States, a state | 98 |
|
or any political subdivision of a state, or a person that is | 99 |
|
recognized as
exempt from federal income taxation under section | 100 |
|
501(c)(3) of the
"Internal
Revenue
Code of 1986," as amended. | 101 |
|
"Public benefit corporation" does not
include a nonprofit | 102 |
|
corporation that is organized by one or more municipal | 103 |
|
corporations to further a public purpose that is not a charitable | 104 |
|
purpose. | 105 |
| (1) The articles, regulations, or bylaws, or the regulations, | 108 |
| constitution, or other fundamental agreement if section 1702.08 of | 109 |
| the Revised Code applies, permit the use of the communications | 110 |
| equipment for the purpose of giving notice of meetings or any | 111 |
| notice required by this chapter, attending and participating in | 112 |
| meetings, giving a copy of any document or transmitting any | 113 |
| writing required or permitted under this chapter, or voting. | 114 |
| (2) The communications equipment provides a transmission, | 115 |
| including, but not limited to, by telephone, telecopy, or any | 116 |
| electronic means, from which it can be determined that the | 117 |
| transmission was authorized by, and accurately reflects the | 118 |
| intention of, the member or director involved and, with respect to | 119 |
| meetings, allows all persons participating in the meeting to | 120 |
| contemporaneously communicate with each other. | 121 |
| Sec. 1702.02. (A) Unless another form of notice is required | 122 |
|
by
the
articles,
the regulations, the bylaws, or by applicable | 123 |
|
law, any notice required by this
chapter
shall be in writing and | 124 |
shall be delivered
personally or sent by telegram, telecopy, or | 125 |
electronic mail
transmissionby the use of authorized | 126 |
| communications equipment, or by United States mail, express
mail, | 127 |
| or
courier
service, with postage or fees prepaid. | 128 |
| (B) In computing the period of time for the giving of a | 129 |
|
notice
required or permitted under this chapter, or under the | 130 |
|
articles, the regulations,
or the bylaws of a
corporation, or a | 131 |
|
resolution of its members or
directors, the day on which the | 132 |
|
notice is given shall be excluded, and the day when the act for | 133 |
|
which notice
is given is to be done shall be included, unless the | 134 |
|
instrument calling for
the notice otherwise provides. If notice
is | 135 |
given by
personal delivery or transmitted by telegram,
telecopy, | 136 |
or electronic
mailby the use of authorized communications | 137 |
| equipment,
the notice shall be deemed to have
been given when | 138 |
| delivered or
transmitted. If notice is sent by
United States mail, | 139 |
|
express mail, or courier service, the notice
shall be deemed to | 140 |
| have been
given when deposited in the mail or
with the courier | 141 |
| service. | 142 |
| (C) A written notice or report delivered as part of a | 143 |
|
newsletter,
magazine, or other publication regularly sent to | 144 |
|
members shall
constitute a written notice or report if addressed | 145 |
|
or delivered to
the member's address shown in the corporation's | 146 |
|
current list of
members, or, in the case of members who are | 147 |
|
residents of the same
household and who have the same address in | 148 |
|
the corporation's
current list of members, if addressed or | 149 |
delivered to one of suchthose members at the address appearing on | 150 |
| the
corporation's current list
of members. | 151 |
| Sec. 1702.08. (A) When an unincorporated society or | 152 |
|
association, organized
for any of the purposes for which a | 153 |
|
corporation could be formed under
this chapter,
authorizes the | 154 |
incorporation of suchthat society or association, by the same | 155 |
procedure and
affirmative vote of its voting members asthat the | 156 |
regulations, constitution, or
other fundamental agreement of such | 157 |
the society or association requires for an
amendment to suchthat | 158 |
| fundamental agreement or, if no such vote is specified, by a | 159 |
|
majority vote of the voting members present in person or, if | 160 |
permitted, by
mail or, by proxy, or by the use of authorized | 161 |
| communications equipment, at a duly convened meeting the
purpose | 162 |
| of which is stated in the notice of the meeting, then upon
the | 163 |
| filing
of the articles under section 1702.04 of the Revised
Code | 164 |
setting forth suchthose facts and that suchthe required vote has | 165 |
been
obtained, suchthat society or
association shall become a | 166 |
corporation,
and the members of suchthe society or
association | 167 |
shall become
members of suchthat corporation in accordance with | 168 |
|
provisions in the
articles to that effect. | 169 |
| (B) All the rights, privileges, immunities, powers, | 170 |
|
franchises, and
authority,
and all the property and obligations of | 171 |
suchthat unincorporated society or
association, shall thereupon | 172 |
| pass
to, vest in, and (in the case of liabilities
and obligations) | 173 |
| be
obligations of the corporation so formed. | 174 |
| (4) The rights of members or classes of members, or of
their | 187 |
|
elected representatives or delegates, to vote; the manner
of | 188 |
|
conducting votes of members on matters, including any right to | 189 |
|
vote by mail, by the use of authorized communications equipment, | 190 |
| if
permitted by this chapter, or by proxy; the specification of
| 191 |
| the
relative
rights and privileges among
members and in the | 192 |
|
property
of the
corporation; and limitations upon or regulations | 193 |
| governing
the
right of members to examine the books and records of | 194 |
| the
corporation; | 195 |
| (B)(1) In the absence of provisions in the articles or the | 219 |
|
regulations with respect to the method of changing the | 220 |
|
regulations, the regulations may be amended, or new regulations | 221 |
|
may be adopted, by the voting members at a meeting held for such | 222 |
|
purpose,
if a quorum is present, by the affirmative vote of a | 223 |
|
majority of the voting
members present in person or, if permitted, | 224 |
|
by mail, by the use of authorized communications equipment, or by | 225 |
proxy,
if a
quorum is present. | 226 |
| (C) The members of a nonprofit corporation may adopt or | 232 |
|
authorize the directors to adopt, either before or
during an | 233 |
|
emergency, as defined in division (U) of section 1701.01 of the | 234 |
|
Revised Code, emergency regulations operative only during an | 235 |
emergency. The emergency regulations may include suchthose | 236 |
provisions
asthat are authorized to be included in regulations by | 237 |
| divisions (A)
and (B) of this section. In addition, unless | 238 |
| expressly
prohibited
by the articles or regulations, and | 239 |
| notwithstanding
any different
provisions in this chapter and any | 240 |
| different
provision in the
articles or regulations that are not | 241 |
|
expressly
stated to be
operative during an emergency, the | 242 |
| emergency
regulations may make
any provision that may be practical | 243 |
| or
necessary with respect to
meetings, committees, vacancies, and | 244 |
|
temporary appointments of the
directors, and the rank
and | 245 |
|
succession of officers, the same as
may be done by corporations | 246 |
|
for profit under division (C) of
section 1701.11 of the Revised | 247 |
|
Code. | 248 |
(E) If, pursuant to the regulations, such regulations are | 252 |
|
amended or new regulations adopted without a meeting of the
voting | 253 |
|
members, the secretary of the corporation shall send by mail, | 254 |
| overnight delivery service, or authorized communications equipment | 255 |
| a
copy of the
amendment or the new regulations to each voting | 256 |
|
member who would
have been entitled to vote on the amendment or | 257 |
|
new regulations and
did not participate in the adoption of the | 258 |
|
amendment or new
regulations. If the secretary of the corporation | 259 |
| mails the copy or sends it by overnight delivery service, the | 260 |
| secretary shall send the copy of the amendment or the new | 261 |
| regulations to the voting member at the voting member's address as | 262 |
| it appears on the records of the corporation. If the secretary | 263 |
| sends the copy by means of authorized communications equipment, | 264 |
| the secretary shall send the copy of the amendment or the new | 265 |
| regulations to the address provided by the voting member for | 266 |
| transmissions by authorized communications equipment. | 267 |
| (G) Unless expressly prohibited by the articles or | 270 |
|
regulations, or unless otherwise provided by the emergency | 271 |
|
regulations, and notwithstanding any different provision in this | 272 |
|
chapter, the special rules provided for corporations for profit | 273 |
|
under division (F) of section 1701.11 of the Revised Code are | 274 |
|
applicable to a nonprofit corporation during an emergency, as | 275 |
|
defined in division (U) of section 1701.01 of the Revised Code. | 276 |
| (C) If authorized by the directors, the voting members and | 299 |
| proxyholders who are not physically present at a meeting of voting | 300 |
| members may attend the meeting by the use of authorized | 301 |
| communications equipment that enables the voting members and | 302 |
| proxyholders an opportunity to participate in the meeting and to | 303 |
| vote on matters submitted to the voting members, including an | 304 |
| opportunity to read or hear the proceedings of the meeting, | 305 |
| participate in the proceedings, and contemporaneously communicate | 306 |
| with the persons who are physically present at the meeting. Any | 307 |
| voting member who uses authorized communications equipment under | 308 |
| this division is deemed to be present in person at the meeting | 309 |
| whether the meeting is held at a designated place or solely by | 310 |
| means of authorized communications equipment. The directors may | 311 |
| adopt procedures and guidelines for the use of authorized | 312 |
| communications equipment in connection with a meeting of voting | 313 |
| members to permit the corporation to verify that a person is a | 314 |
| voting member or proxyholder and to maintain a record of any vote | 315 |
| or other action taken at the meeting. | 316 |
| Sec. 1702.18. Unless the articles or the regulations provide | 317 |
|
for notice of
meetings otherwise than as provided in this section, | 318 |
written notice stating
the time and place, if any, and the time of | 319 |
a meeting ofand the means, if any, by which the
voting members | 320 |
| can be present and vote at the meeting through the use of | 321 |
| authorized communications equipment, and, in case of a
special | 322 |
| meeting, the purpose or
purposes for which the meeting is called, | 323 |
|
shall be given in the
manner
described in section 1702.02 of the | 324 |
| Revised Code, not less
than ten or
not more than sixty days before | 325 |
| the date of the
meeting: (A) to each
member
entitled to notice of | 326 |
| the meeting; (B)
by or at the direction of the president
or the | 327 |
| secretary or any
other person required or permitted by the | 328 |
| regulations
to give
notice or the officers or persons calling the | 329 |
meeting. If mailed or sent by overnight delivery service,
such | 330 |
| that notice shall be addressed to the member at the member's | 331 |
|
address as it appears on
the records of the corporation. If sent | 332 |
| by means of authorized communications equipment, that notice shall | 333 |
| be sent to the address furnished by the voting member for | 334 |
| transmissions by authorized communications equipment. Notice
of | 335 |
adjournment of a meeting need not
be given if the time and
place, | 336 |
| if any, and the time to which it is adjourned and the procedure by | 337 |
| which the voting members can be present and vote at the adjourned | 338 |
| meeting through the use of authorized communications equipment are | 339 |
fixed and
announced at suchthe meeting. | 340 |
Sec. 1702.19. (A) Notice of the time, place, if any, the | 341 |
| time, and the purposes of
any
meeting of
voting members or | 342 |
| directors, as the case may be,
whether required by law, the | 343 |
|
articles, the regulations, or (in the
case of
directors) the | 344 |
| bylaws, may be
waived in writing, either
before or after the | 345 |
| holding of such meeting, by any
member, or by
any director, which | 346 |
| writing shall be filed
with or entered upon
the records of the | 347 |
meeting.
The attendance of any member or any
director at
any such | 348 |
meetingA transmission by authorized communications equipment that | 349 |
| contains a waiver is a writing for purposes of this division. | 350 |
| (2) The affirmative
vote of a
majority of the voting members | 385 |
|
present at a meeting at which a
quorum is present as provided in | 386 |
| division (A)(1) of this section shall be
necessary for the | 387 |
| authorization or
taking of any
action voted upon
by the members, | 388 |
| except that no
action required by law,
the
articles, or the | 389 |
| regulations to be
authorized or taken by a
specified
proportion or | 390 |
| number of the
voting members or of any
class of voting members
may | 391 |
| be authorized
or taken by a lesser
proportion or number. | 392 |
| Sec. 1702.25. (A) Unless the articles or the regulations | 396 |
|
prohibit the
authorization or taking of any action of the | 397 |
|
incorporators, the
members, or the directors
without a meeting, | 398 |
|
any action that may be authorized or
taken at a meeting of
the | 399 |
|
incorporators, the members, or the
directors, as the case may
be, | 400 |
| may be authorized or taken
without a meeting with the
affirmative | 401 |
| vote or approval of, and in a writing
or writings
signed by,
all | 402 |
| of the
incorporators,
all of the
members,
or
all of
the directors, | 403 |
| as the case
may be,
who would be
entitled to
notice of a meeting | 404 |
for suchthat purpose, or, in
the case
of members,
suchany other | 405 |
| proportion or number of voting members, not
less than a
majority, | 406 |
asthat the articles or the regulations permit.
Any such
writing
| 407 |
|
shall be filed with or entered upon the records of the | 408 |
|
corporation.
Any
certificate with respect to the authorization or | 409 |
taking of any
such action
described in this division
that is | 410 |
| required to be filed in the
office of the
secretary of state shall | 411 |
recite that the
authorization or taking
of suchthat action was in | 412 |
| a writing or
writings approved and signed as
specified in this | 413 |
| section. | 414 |
(2)
Unless(a) Subject to division (A)(2)(c) of this section, | 428 |
|
unless the articles or the regulations fix the number of
| 429 |
directors or
provide the manner in which suchthat number may be | 430 |
| fixed
or changed by the voting
members, the number may be fixed or | 431 |
|
changed at a meeting of the voting members
called for the purpose | 432 |
|
of electing directors,
if a quorum is present, by the
affirmative | 433 |
|
vote of a
majority of
the voting members present in person or, if | 434 |
|
permitted, by mail, by the use of authorized communications | 435 |
equipment,
or
by proxy,
if. | 436 |
| (B) Meetings of the directors may be held at any place
within | 464 |
or without the state
and,
including by means of authorized | 465 |
| communications equipment, unless the articles or
regulations | 466 |
| prohibit
participation by directors at a
meeting by
means of | 467 |
authorized communications equipment, meetings of the
directors may | 468 |
be held
through any communications equipment if all persons | 469 |
participating
can hear each other
and participation. Participation | 470 |
in a meeting
pursuant to this division
shall constitute | 471 |
constitutes presence at
suchthat meeting;. | 472 |
(C) Written noticeNotice of the time and place, if any, and | 473 |
| time of each meeting
of
the directors shall be given to each | 474 |
director either by personal
delivery or by mail,
telegramby | 475 |
overnight delivery service, or cablegramby means of authorized | 476 |
communications equipment at
least two days
before the meeting, | 477 |
which. That notice need not specify
the purposes of
the meeting;. | 478 |
(E)
UnlessMeetings of committees described in division (A) | 499 |
|
of this section may be held by any means of authorized | 500 |
communications equipment, unless
participation by members of
any | 501 |
suchthe committee
at
a meeting by
means of authorized | 502 |
| communications equipment is prohibited
by
the articles,
the | 503 |
regulations, or an order of the
directors,
meetings of the | 504 |
particular committee may be held through any communications | 505 |
equipment if all persons participating can hear
each other. | 506 |
|
Participation in a meeting pursuant to this division
constitutes | 507 |
|
presence at the meeting. | 508 |
| Sec. 1702.38. (A) The articles may be amended from time
to | 513 |
time in any respect if the articles as amended set forth all
such | 514 |
the provisions asthat are required in, and only suchthose | 515 |
provisions asthat may
properly be in, original articles filed at | 516 |
| the time of
adopting
the amendment, other than with respect to the | 517 |
| initial
directors,
except that a
public benefit corporation shall | 518 |
| not amend
its
articles in such manner that it will cease to be a | 519 |
|
public benefit
corporation. | 520 |
| (C)(1) The voting members present in person or, if permitted, | 530 |
by mail or, by
proxy, or by use of authorized communications | 531 |
equipment, at a meeting held for suchthat purpose,
may adopt
an | 532 |
| amendment by the affirmative vote of a majority of
the voting | 533 |
members present if a quorum is present, or, if the
articles or the | 534 |
|
regulations provide or permit, by the affirmative
vote of a | 535 |
|
greater or lesser proportion or number of the voting
members, and | 536 |
by suchthe affirmative vote of the voting members of
any | 537 |
particular
class asthat is required by the articles or the | 538 |
|
regulations. | 539 |
| (G) Upon the adoption of any amendment or amended
articles,
a | 559 |
| certificate containing a copy of the resolution
adopting the | 560 |
|
amendment or amended articles, a statement of the
manner of its | 561 |
|
adoption, and, in the case of adoption of the
resolution by the | 562 |
|
directors, a statement of the basis
for such
adoption, shall be | 563 |
filed with the secretary of state, and
thereuponupon that filing | 564 |
| the articles
shall be amended accordingly, and the
amended | 565 |
| articles shall
supersede the existing articles. The
certificate | 566 |
| shall be signed
by any authorized officer of the
corporation. | 567 |
| (H) A copy of an amendment or amended articles changing
the | 568 |
|
name of a corporation or its principal office in this state, | 569 |
|
certified by the secretary of state, may be filed for record in | 570 |
|
the office of the county recorder of any county in this state,
and | 571 |
for suchthat recording the county recorder shall charge and | 572 |
|
collect
the same fee as provided for in division (A) of section | 573 |
317.32 of
the Revised Code. SuchThat copy shall be recorded in | 574 |
| the
records of
deeds. | 575 |
| Sec. 1702.39. (A)(1) Unless the articles or the regulations, | 576 |
|
or the terms of
any trust on which the corporation holds any | 577 |
|
particular property, otherwise
provide, a lease, sale, exchange, | 578 |
|
transfer, or other disposition of any assets
of a mutual benefit | 579 |
|
corporation may be made without the necessity of
procuring | 580 |
|
authorization
from the court under section 1715.39 of the Revised | 581 |
Code, upon suchthe terms and
for suchthe consideration, which | 582 |
| may
consist, in whole or in part, of money or
other property, | 583 |
|
including shares or other securities or promissory obligations
of | 584 |
any business corporation, domestic or foreign, asthat may be | 585 |
|
authorized by
the directors, except that a lease, sale,
exchange, | 586 |
|
transfer, or other
disposition of all, or substantially all, the | 587 |
assets may be made only when
suchthat transaction is also | 588 |
| authorized
(either before or after authorization by
the directors) | 589 |
| by the
voting members present in
person or, if permitted, by mail, | 590 |
| by proxy, or by the use of authorized communications equipment, at | 591 |
a
meeting held for suchthat purpose, by the
affirmative vote of a | 592 |
|
majority of the voting members present as described in this | 593 |
| division, if a quorum is
present, or,
if the articles or the | 594 |
| regulations provide or permit, by the
affirmative vote of a | 595 |
| greater or lesser proportion or number of
the voting
members, and | 596 |
by suchthe affirmative vote of the voting
members of any | 597 |
particular
class asthat is required by the articles or
the | 598 |
| regulations. Notice of the
meeting of the members shall be
given | 599 |
to all members
entitled
to vote thereatat the meeting. Such | 600 |
| notice shall
be accompanied by a copy or summary of the
terms of | 601 |
suchthat transaction. | 602 |
| (B)(1) A public benefit corporation may not
dispose of its | 608 |
|
assets with value equal to more than
fifty per cent of the fair | 609 |
|
market value of the net tangible and
intangible assets, including | 610 |
|
goodwill, of the corporation over a
period of thirty-six | 611 |
|
consecutive months in a transaction or
series of transactions, | 612 |
|
including the lease,
sale, exchange, transfer, or other | 613 |
|
disposition of those assets,
that are outside the ordinary course | 614 |
|
of its
business or that are not in accordance with the purpose or | 615 |
|
purposes for which
the
corporation was organized, as set forth in | 616 |
|
its articles or the
terms of any trust on which the corporation | 617 |
|
holds such assets,
unless one or more of the following apply: | 618 |
| (a) The transaction has received the prior approval of the | 619 |
|
court
of common pleas of the county in this state in which the | 620 |
|
principal office of the corporation is located, in a proceeding of | 621 |
|
which the attorney general's charitable law section has been given | 622 |
|
written
notice
by certified mail within three days of the | 623 |
|
initiation of the proceeding,
and in which proceeding the attorney | 624 |
|
general may
intervene as of right. | 625 |
| (b)(i) The corporation has provided written notice of the | 626 |
|
proposed
transaction, including a copy or summary of the terms of | 627 |
|
such transaction,
at least twenty days before consummation of the | 628 |
|
lease, sale, exchange,
transfer, or other disposition of the | 629 |
|
assets, to the attorney
general's charitable law section and to | 630 |
|
the members of the corporation, and
the proposed
transaction has | 631 |
|
been approved by the voting members present in
person or, if | 632 |
|
permitted, by mail, by proxy, or by the use of authorized | 633 |
communications equipment, at a meeting held for suchthat purpose, | 634 |
| by the
affirmative vote of a majority of the voting members | 635 |
| present as described in this division, if a
quorum is present, or, | 636 |
| if the articles or regulations provide or
permit, by the | 637 |
| affirmative vote of a greater or lesser proportion
or number of | 638 |
|
the voting members, and if the articles or
regulations
require, by | 639 |
| the affirmative
vote of the voting members
of any particular | 640 |
| class. | 641 |
| (2) The attorney general may require, pursuant to section | 654 |
|
109.24
of the Revised Code, the production of the documents | 655 |
|
necessary for
review of a proposed transaction under division | 656 |
|
(B)(1) of this
section. The attorney general may retain, at the | 657 |
|
expense of the public
benefit corporation, one or
more experts, | 658 |
|
including an investment banker, actuary, appraiser, certified | 659 |
|
public accountant, or
other expert, that the attorney general | 660 |
|
considers reasonably
necessary to provide assistance in reviewing | 661 |
|
a proposed transaction under
division (B)(1) of this section. | 662 |
| (C) The attorney general may institute a civil action to | 663 |
|
enforce
the requirements of division (B)(1) of this section in the | 664 |
|
court of
common pleas of the county in this state in which the | 665 |
|
principal office of the
corporation is
located or in the Franklin | 666 |
|
county
court of
common
pleas. In addition to any civil
remedies | 667 |
|
that may exist under common law or the Revised
Code, a
court may | 668 |
|
rescind the transaction or grant injunctive relief or
impose any | 669 |
|
combination of these remedies. | 670 |
| (D) The corporation by its directors may
abandon the
proposed | 671 |
| lease,
sale,
exchange, transfer, or other disposition of
the | 672 |
|
assets of the corporation pursuant to division (A) or (B)
of
this | 673 |
section, subject to the contract rights of other persons, if
such | 674 |
| that power of abandonment is conferred upon the
directors either | 675 |
|
by the terms
of the transaction or by the same vote of voting | 676 |
|
members and at the same
meeting of members as that referred to in | 677 |
|
division (A) or (B)
of this section, as applicable, or at
any | 678 |
|
subsequent meeting. | 679 |
| (E) An action to set aside a conveyance by a corporation,
on | 680 |
|
the ground that
any section of the Revised Code applicable to the | 681 |
|
lease, sale, exchange,
transfer, or other disposition of the | 682 |
|
assets
of such
corporation has not been complied with, shall be | 683 |
brought within one year
after suchthat transaction, or the action | 684 |
|
shall be forever
barred. | 685 |
| Sec. 1702.42. (A) The directors of each constituent | 686 |
|
corporation, upon
approving an agreement of merger or | 687 |
|
consolidation, shall
direct that the
agreement be submitted to the | 688 |
|
voting members entitled to vote on it at a
meeting of voting | 689 |
|
members of such corporation held for that
purpose, and
notice of | 690 |
suchthe meeting shall be given to all members of suchthe | 691 |
constituent
corporation entitled to vote thereatat the meeting. | 692 |
| The notice shall
be
accompanied by a copy or summary of the | 693 |
| agreement. | 694 |
(B)(1) At each such meeting described in division (A) of this | 695 |
| section, a vote of the members shall be
taken on the
proposed | 696 |
| agreement. In order to be adopted, the
agreement (including any | 697 |
amendments or additions theretoto the agreement proposed
at each | 698 |
| such meeting) must receive
the affirmative vote of a
majority of | 699 |
| the voting members of each constituent
corporation
present at that | 700 |
meeting in person or, if permitted, by mail or, by
proxy, at each | 701 |
such meetingor by the use of authorized communications equipment, | 702 |
| if a quorum is present, or, if the
articles or the
regulations of | 703 |
suchthat corporation provide or permit, the
affirmative
vote of a | 704 |
| greater or lesser proportion or number of the voting
members, and | 705 |
suchthe affirmative vote of the voting members of any
particular | 706 |
class asthat is required by the articles or the regulations
of | 707 |
| such corporation.
If the agreement would authorize any
particular | 708 |
| corporate action
that, under
any applicable provision
of law or | 709 |
| under the existing articles of one or more
of the
constituent | 710 |
| corporations, could be authorized only by or pursuant
to a | 711 |
specified vote of voting members, suchthe agreement (including | 712 |
any amendments or
additions theretoto the agreement proposed at | 713 |
| each such meeting)
in order to be adopted must
receive the | 714 |
| affirmative vote so
specified. | 715 |
| (C) At any time prior to the filing of the agreement, the | 721 |
|
merger or
consolidation may be abandoned by the directors of one | 722 |
|
or more of the
constituent corporations, if the power of | 723 |
abandonment is
conferred upon suchthose directors either by the | 724 |
|
agreement or by the same vote
of voting members of each
of the | 725 |
|
constituent corporations and at the same meetings as those | 726 |
|
referred to
in division (B) of this section or at subsequent | 727 |
|
meetings. | 728 |
(D)(1) The voting members at a meeting held for suchthat | 747 |
| purpose
may adopt a resolution of dissolution by the affirmative | 748 |
| vote of
a
majority of the voting members present in person or, if | 749 |
permitted,
by
mail or, by proxy, or by the use of authorized | 750 |
| communications equipment, if a quorum is present
or, if the | 751 |
| articles or
the regulations provide or permit, by the
affirmative | 752 |
| vote of a
greater or lesser proportion or number of
the voting | 753 |
members, and
by suchthe affirmative vote of the voting
members or | 754 |
| the affirmative vote of the voting members of any particular
class | 755 |
asthat is required by the articles or
the regulations. Notice
of | 756 |
the meeting of the members shall be
givensent to all the members | 757 |
who would be entitled to vote thereatat the meeting by mail, | 758 |
| overnight delivery service, or any authorized communications | 759 |
| equipment. | 760 |
(F) SuchThe certificate described in division (E) of this | 780 |
| section shall be signed by any authorized
officer, unless
the | 781 |
officer fails to execute and file suchthe certificate within | 782 |
| thirty days after the
adoption of the
resolution, or upon any date | 783 |
specified in the
resolution as the
date upon which suchthe | 784 |
| certificate is to be
filed, or upon the
expiration of any period | 785 |
specified in the
resolution as the period
within which suchthe | 786 |
| certificate is to be
filed, whichever is latest,
in which event | 787 |
| the certificate of
dissolution may be signed by any
three voting | 788 |
| members and shall
set forth a statement that the
persons signing | 789 |
| the certificate
are voting members and are filing
the certificate | 790 |
| because of the
failure of the officers to do so. | 791 |
| (2) A receipt, certificate, or other evidence showing the | 800 |
|
payment of all personal property taxes accruing up to the date of | 801 |
|
such filing
or, if applicable, to the later date specified in the | 802 |
|
certificate of dissolution in accordance with division (E) of this | 803 |
|
section, unless the affidavit provided for in division (G)(1)
of | 804 |
|
this
section states that the corporation has in this state
no | 805 |
|
personal property subject to personal property taxes; | 806 |
| (5) In lieu of the receipt, certificate, or other evidence | 818 |
|
described in division (G)(2), (3), or (4) of this section, an | 819 |
|
affidavit of one or more of the persons executing the certificate | 820 |
|
of dissolution or of an officer of the corporation containing a | 821 |
|
statement of the date upon which the particular department, | 822 |
|
agency, or authority was advised in writing of the scheduled | 823 |
|
effective date
of the
dissolution and
was advised
in
writing of | 824 |
|
the acknowledgement by the corporation
of the
applicability of | 825 |
|
section 1702.55 of the Revised Code. | 826 |
| (B) Special provisions in the Revised Code for the | 837 |
|
organization, conduct, or
government of designated classes of | 838 |
|
corporations shall govern to the exclusion
of the provisions of | 839 |
|
sections 1702.01 to 1702.58 of the
Revised
Code on the same | 840 |
|
subject, except where it clearly appears that a
special
provision | 841 |
|
is cumulative, in which case, that provision and the
provisions of | 842 |
|
those sections
on the same subject shall apply. | 843 |
| (D) A corporation created before September 1, 1851, that
(1) | 849 |
| has expressly
elected to be governed by the laws passed since
that | 850 |
date,; (2) subsequent to
that date has taken such action under | 851 |
|
laws then in effect as to make it
subject, as a matter of law, to | 852 |
the Constitution of 1851 and laws passed
thereunder,under the | 853 |
| Constitution of 1851; or (3)
subsequent to October 1, 1955, takes | 854 |
any action under
sections
1702.01 to 1702.58 of the Revised Code, | 855 |
or any of
them,
that but
for those sections it would
not be | 856 |
| authorized to take, shall be
deemed to be a corporation exercising | 857 |
| its corporate privileges
under the
Constitution of this state and | 858 |
the laws passed in
pursuance thereofof the Constitution of this | 859 |
| state, and not
otherwise. | 860 |
| (E)(1) A corporation created before September 1, 1851, and | 861 |
|
actually carrying on
its activities in this state, and which prior | 862 |
|
to October 11, 1955, has
not
taken action described in division | 863 |
|
(D) of this section, may accept the
provisions of sections 1702.01 | 864 |
|
to 1702.58 of the Revised
Code at
a meeting of voting members held | 865 |
for suchthat purpose, by a resolution to that
effect adopted by | 866 |
| the
affirmative vote of a majority of the voting members
present | 867 |
in
person or, if permitted, by mail or, by proxy, or by the use of | 868 |
| authorized communications equipment, if a
quorum is
present, and | 869 |
| by filing in the office of the secretary
of
state a
copy of the | 870 |
| resolution certified by any authorized officer
of
the corporation, | 871 |
| for which
filing the secretary of state shall
charge and collect a | 872 |
| fee of five dollars.
Thereafter the
corporation shall be deemed to | 873 |
| exercise its
corporate privileges
under the Constitution of this | 874 |
state and the laws
passed
in
pursuance thereofof the Constitution | 875 |
| of this state, and not otherwise. | 876 |
| (G) A domestic business corporation, upon compliance
with
the | 886 |
provision of
the Revised Code asthat is in effect from time to | 887 |
time
relating to suchthat business corporation's
becoming a | 888 |
| nonprofit
corporation upon amendment to its articles or upon | 889 |
|
adoption of
amended articles, as provided by law, shall, upon | 890 |
| filing the
prescribed certificate in the office of the secretary | 891 |
| of state,
become a
corporation subject to the provisions of, and | 892 |
| entitled to
all the rights,
privileges, immunities, powers, | 893 |
| franchises, and
authority granted by,
this chapter. | 894 |
| Section 2. That existing sections 1702.01, 1702.02, 1702.08, | 895 |
| 1702.11, 1702.17, 1702.18, 1702.19,
1702.20, 1702.22, 1702.25, | 896 |
| 1702.27, 1702.31, 1702.33, 1702.38, 1702.39, 1702.42, 1702.47, and | 897 |
| 1702.58 of the
Revised Code are hereby repealed. | 898 |