(3) The authorized number and the par value per share of | 28 |
shares with par value, and the authorized number of shares
without | 29 |
par value, except that the articles of a banking, safe
deposit, | 30 |
trust, or insurance corporation shall not authorize
shares without | 31 |
par value; the express terms, if any, of the
shares; and, if the | 32 |
shares are classified, the designation of
each class, the | 33 |
authorized number and par value per share, if
any, of the shares | 34 |
of each class, and the express terms of the
shares of each class; | 35 |
(2) The purpose or purposes for which the corporation
is | 41 |
formed, but in the absence of a statement of the purpose or | 42 |
purposes or
except as
expressly set forth in such statement, the | 43 |
purpose for which any
corporation is formed is to engage in any | 44 |
lawful act or activity
for which a corporation may be formed under | 45 |
this chapter, and
all lawful acts and activities of the | 46 |
corporation are within the
purposes of the corporation; | 47 |
(B) EachUnless the articles, the regulations adopted by the | 74 |
shareholders, or the regulations adopted by the directors pursuant | 75 |
to division (A)(1) of section 1701.10 of the Revised Code provide | 76 |
otherwise, a holder of shares is entitled to one or more | 77 |
certificates, signed by the chairperson of the board or
the | 78 |
president or a vice-president and by the secretary, an assistant | 79 |
secretary, the treasurer, or an assistant treasurer of the | 80 |
corporation, whichthat shall certify the number and class of | 81 |
shares
held by the holder in the corporation, but no certificate | 82 |
for shares shall be executed or delivered until suchthose shares | 83 |
are fully paid.
When the certificate is countersigned by an | 84 |
incorporated
transfer agent or registrar, the signature of any of | 85 |
those
officers of the corporation may be facsimile, engraved, | 86 |
stamped,
or printed. Although any officer of the corporation whose | 87 |
manual
or facsimile signature is affixed to the certificate
ceases | 88 |
to
be such officer before the certificate is delivered, the | 89 |
certificate nevertheless shall be effective in all respects when | 90 |
delivered. | 91 |
(C) A corporation is not obligated to but may issue | 92 |
fractional shares. The holder of a fractional share is entitled to | 93 |
exercise
the rights of a shareholder, including the right to vote, | 94 |
to
receive dividends, and to participate in the assets of the | 95 |
corporation upon liquidation. In the case of uncertificated | 96 |
securities, the
corporation may proceed as provided in divisions | 97 |
(C)(1)
and (2) of this section. In the case of certificated | 98 |
securities,
the corporation may execute and deliver a certificate | 99 |
for or
including a fraction of a share or, in lieu thereof, may do | 100 |
any of
the following: | 101 |
(1) Pay to the person otherwise entitled to become a
holder | 102 |
of a fraction of a share an amount in cash specified as
the value | 103 |
of the fraction of a share in the articles, a
resolution of the | 104 |
directors,
or other agreement or instrument pursuant to which such | 105 |
that fraction
of a share otherwise would be issued, or, if not so | 106 |
specified,
then the amount determined for that purpose by the | 107 |
directors of the issuing corporation, or the amount realized upon | 108 |
sale of
the
fraction of a share; | 109 |
(3) Execute and deliver registered or bearer scrip over
the | 114 |
manual or facsimile signature of an officer of the
corporation or | 115 |
of its agent for that purpose, exchangeable as
provided in the | 116 |
scrip for full shares, but such scrip
shall not
entitle the holder | 117 |
to any rights as a shareholder except as
provided in the scrip. | 118 |
The scrip may provide that it
shall become
void unless the rights | 119 |
of the holders are exercised within a
specified period and may | 120 |
contain any other provisions that the
corporation deems advisable. | 121 |
Whenever any such scrip ceases to
be exchangeable for full shares, | 122 |
the shares that otherwise would
have been issuable as provided in | 123 |
the scrip shall be
deemed to be
treasury shares unless the scrip | 124 |
contains other provision for
their disposition. | 125 |
(D) A joint estate with the incidents of a joint estate as
at | 126 |
common law, including the right of survivorship, may be
created in | 127 |
shares by registering the same in the case of
uncertificated | 128 |
securities, or by executing and delivering a
certificate in the | 129 |
case of certificated securities to
two or more persons with the | 130 |
words "as joint tenants" or "as
joint tenants with right of | 131 |
survivorship and not as tenants in
common" following their names. | 132 |
Upon receipt by the corporation
of proof satisfactory to it of the | 133 |
death of one or more
joint tenants, it may register the transfer | 134 |
to, or execute and
deliver a new certificate to, the survivor or | 135 |
survivors. | 136 |
(E) Whenever a corporation has determined that any | 137 |
outstanding certificates for shares should be canceled and | 138 |
exchanged for other certificates, the corporation may order and | 139 |
require the holders of the outstanding certificates to surrender | 140 |
them for that purpose within a reasonable time to be fixed
by the | 141 |
corporation. The order may provide that, until
compliance
with the | 142 |
order, any or all rights as a shareholder of
the holder of
any | 143 |
certificate so required to be surrendered shall be suspended
with | 144 |
respect to the shares represented by the
certificate. Not less | 145 |
than
ten days before the order is to become effective, the | 146 |
corporation shall give notice of the order by mail to
each | 147 |
shareholder affected by the order at
the shareholder's
address as | 148 |
it appears on the records
of the corporation. | 149 |
(F) The articles of a corporation, the regulations adopted by | 150 |
the shareholders of a corporation, or the regulations adopted by | 151 |
the directors of a corporation pursuant to division (A)(1) of | 152 |
section 1701.10 of the Revised Code may provide that some or all | 153 |
of any or all classes and series of shares of that corporation | 154 |
shall be uncertificated shares. Unless otherwise provided by the | 155 |
articles or
regulations, the directors may provide by resolution | 156 |
that some or
all of any or all classes and series of shares of a | 157 |
corporation
shall be uncertificated shares, provided that the | 158 |
resolution
shall not apply to shares represented by a certificate | 159 |
until
the
certificate is surrendered to the corporation and that | 160 |
the resolution shall not apply to a certificated security
issued | 161 |
in exchange for an uncertificated security. Within a
reasonable | 162 |
time after the issuance or transfer of uncertificated
shares, the | 163 |
corporation shall send to the registered owner
of the shares a | 164 |
written notice containing the
information required to be set forth | 165 |
or stated on certificates pursuant to
division (A)
of section | 166 |
1701.25 of the Revised Code. Except as otherwise expressly | 167 |
provided by law, the
rights and obligations of the holders of | 168 |
uncertificated shares
and the rights and obligations of the | 169 |
holders of certificates
representing shares of the same class and | 170 |
series shall be
identical. | 171 |
(C) Unless the articles are amended as permitted by
division | 178 |
(B)(10) of section 1701.69 of the Revised Code to
provide that no | 179 |
shareholder of a corporation may cumulate the
shareholder's
voting | 180 |
power, each shareholder has the right to vote cumulatively
if | 181 |
notice in writing is given by any shareholder to the
president,
a | 182 |
vice-president, or the secretary of a corporation,
not less than | 183 |
forty-eight hours before the time fixed for holding
a meeting of | 184 |
the shareholders for the purpose of electing
directors if notice | 185 |
of the meeting has been given at least ten
days before the | 186 |
meeting, and, if the ten days' notice has not
been given, not less | 187 |
than twenty-four hours before suchthe meeting
time, that the | 188 |
shareholder desires that the voting at such
election shall be | 189 |
cumulative, provided that an announcement of the giving of such | 190 |
that
notice is made upon the convening of the meeting by the | 191 |
chairperson
or secretary or by or on behalf of the shareholder | 192 |
giving suchthe
notice. | 193 |
(D) Unless the articles are amended as permitted by
division | 194 |
(B)(10) of section 1701.69 of the Revised Code to
provide that no | 195 |
shareholder of a corporation may cumulate the
shareholder's
voting | 196 |
power, each shareholder has the right, subject to the
notice | 197 |
requirements contained in division (C) of this section, to | 198 |
cumulate the voting power the shareholder possesses and to
give | 199 |
one candidate
as many votes as the number of directors to be | 200 |
elected multiplied
by the number of the shareholder's votes | 201 |
equals, or to
distribute the shareholder's votes on
the same | 202 |
principle among two or more candidates, as the
shareholder sees | 203 |
fit. | 204 |
(2) If within sixty days, or within any other period of
time | 212 |
as is prescribed in the articles or the regulations, from
the
date | 213 |
of
the director's election
the
director does not
qualify by | 214 |
accepting in
writing
the director's election to
that office or by | 215 |
acting
at a meeting of
the directors, and by
acquiring the | 216 |
qualifications specified in
the articles or the
regulations; or | 217 |
if, for such period as is
prescribed in the
articles or the | 218 |
regulations,
the director
ceases to hold
the
required | 219 |
qualifications. | 220 |
(C)
Except as otherwise provided in this division, if the | 221 |
shareholders have athe right to vote cumulatively
in the election | 222 |
of
directors, then, unless the articles, the
regulations adopted | 223 |
by the shareholders, or the regulations adopted by the directors | 224 |
pursuant to division (A)(1) of section 1701.10 of the Revised Code | 225 |
expressly
provide that no director may be removed
from office or | 226 |
that
removal of directors requires a greater vote
than that | 227 |
specified
in this division, all the directors, all the
directors | 228 |
of a
particular class, or any individual director may
be removed | 229 |
from
office, without assigning any cause, by the vote
of the | 230 |
holders of
a majority of the voting power entitling them
to elect | 231 |
directors
in place of those to be removed, except that,
unless all | 232 |
the
directors, or all the directors of a particular
class, are | 233 |
removed, no individual director shall be removed if
the votes of a | 234 |
sufficient number of shares are cast against
the
director's | 235 |
removal that, if cumulatively voted at an election of all the | 236 |
directors, or all the directors of a particular class, as the
case | 237 |
may be, would be sufficient to elect at least one director.
In the | 238 |
case of an issuing public corporation whose directors are | 239 |
classified pursuant to section 1701.57 of the Revised Code, the | 240 |
shareholders may effect a removal under this division only for | 241 |
cause. | 242 |
(D) If the shareholders do not have the right to vote | 243 |
cumulatively as a result of an amendment to the articles
permitted | 244 |
by division (B)(10) of section 1701.69 of the Revised
Codein the | 245 |
election of directors, then,
unless the articles, the regulations | 246 |
adopted by the shareholders, or the regulations adopted by the | 247 |
directors pursuant to division (A)(1) of section 1701.10 of the | 248 |
Revised Code expressly
provide that no
director may be removed | 249 |
from office or that
removal of directors
requires a greater vote | 250 |
than that specified
in this division, all
the directors, all the | 251 |
directors of a
particular class, or any
individual director may be | 252 |
removed from
office, without assigning
any cause, by the vote of | 253 |
the holders
of a majority of the voting
power entitling them to | 254 |
elect
directors in place of those to be
removed; except that in | 255 |
the case of an issuing public corporation
whose directors are | 256 |
classified pursuant to section 1701.57 of the
Revised Code, the | 257 |
shareholders may effect that removal only for
cause. | 258 |
(F) Unless the articles or the regulations otherwise
provide, | 264 |
the remaining directors, though less than a majority of
the whole | 265 |
authorized number of directors, may, by the vote of a
majority of | 266 |
their number, fill any vacancy in the board for the
unexpired | 267 |
term. Under this section, a vacancy exists if the
shareholders | 268 |
increase the authorized number of directors but fail
at the | 269 |
meeting at which such increase is authorized, or an
adjournment of | 270 |
that meeting, to elect the additional directors
provided for, or | 271 |
if the shareholders fail at any time to elect
the
whole authorized | 272 |
number of directors. | 273 |
(C) Irrespective of any other provisions of this chapter,
but | 289 |
subject to division (D)(2) of this section, a close
corporation | 290 |
agreement may contain provisions, which shall be
binding on the | 291 |
corporation and all of its shareholders,
regulating any aspect of | 292 |
the internal affairs of the corporation
or the relations of the | 293 |
shareholders among themselves, including
the following: | 294 |
(2) Waives or alters the effect of any of the provisions
of | 346 |
section 1701.03, 1701.18, 1701.24, 1701.25, 1701.30, 1701.31, | 347 |
1701.32, 1701.33, 1701.35, 1701.37, 1701.38, 1701.39, 1701.591, | 348 |
1701.91, 1701.93, 1701.94, 1701.95, or the first sentence of | 349 |
section 1701.64 of the Revised Code. | 350 |
(E)(1) Except as provided in division (E)(2) of this
section, | 360 |
a close corporation agreement may be amended or
terminated by the | 361 |
affirmative vote or written consent of the
holders, then parties | 362 |
to the close corporation agreement, of all
of the outstanding | 363 |
shares of each class or, as may be provided by
the close | 364 |
corporation agreement, of the holders, then parties to
the close | 365 |
corporation agreement, of a proportion of not less than | 366 |
four-fifths of the outstanding shares of each class. If a close | 367 |
corporation agreement is amended or terminated by the written | 368 |
consent of the holders of fewer than all of the shares, the | 369 |
secretary of the corporation shall mail a copy of the amendment
or | 370 |
a notice of the termination to each shareholder who did not so | 371 |
consent. If a close corporation agreement set forth in the | 372 |
articles is amended, the amendment shall not be effective unless | 373 |
it is filed as an amendment to the articles pursuant to section | 374 |
1701.73 of the Revised Code. No corporation with respect to
which | 375 |
a close corporation agreement is in effect shall cause to
occur | 376 |
any of the actions described in division (I)(1)(a), (b), or
(c) of | 377 |
this section unless the action has been authorized by the | 378 |
affirmative vote or written consent of the holders, then parties | 379 |
to the close corporation agreement, of that proportion of shares | 380 |
of each class that is required to terminate the close corporation | 381 |
agreement. | 382 |
(2) A close corporation agreement that was in existence on | 383 |
December 31, 1993, and that did not specify on that date and that | 384 |
has not specified since that date the proportion of shares | 385 |
required to amend or terminate the close corporation agreement
may | 386 |
be amended or terminated by the affirmative vote or written | 387 |
consent of the holders, then parties to the close corporation | 388 |
agreement, of four-fifths of the outstanding shares of each
class. | 389 |
(1) The shareholders, for the purposes of any statute or
rule | 407 |
of law relating to corporations, are deemed to be the
directors | 408 |
and to have all of the liabilities, immunities,
defenses, and | 409 |
indemnifications of directors with respect to any
action or | 410 |
inaction of the corporation, except that any
shareholder who is | 411 |
not permitted by the articles, the
regulations, or the close | 412 |
corporation agreement to vote on or
assent to an action or assent | 413 |
to an inaction shall not be liable
as a director with respect to | 414 |
the action or inaction. | 415 |
(2) Except to the extent that the voting rights of the
shares | 416 |
of a class are increased, limited, or denied by the
articles, the | 417 |
regulations, or the close corporation agreement,
each outstanding | 418 |
share regardless of class shall entitle its
holder to one vote on | 419 |
each matter, including any matter normally
voted on by directors, | 420 |
that is properly submitted to the
shareholders for their vote, | 421 |
consent, waiver, release, or other
action. | 422 |
(H) The existence of a close corporation agreement shall
be | 423 |
noted conspicuously on the face or the back of every
certificate | 424 |
for shares of the corporation and a purchaser or
transferee of | 425 |
shares represented by a certificate on which such a
notation so | 426 |
appears shall be conclusively considered to have
taken delivery | 427 |
with notice of the close corporation agreement.
Any transferee of | 428 |
shares by gift, bequest, or inheritance and any
purchaser or | 429 |
transferee of shares with knowledge or notice of a
close | 430 |
corporation agreement is bound by the agreement and shall
be | 431 |
considered to be a party to the agreement. | 432 |
(c) Shares of the corporation have been included in a | 440 |
registration statement that has become effective pursuant to the | 441 |
"Securities Act of 1933," 84 Stat. 74, 15 U.S.C. 77a-77aa, and
the | 442 |
corporation is required to file periodic reports and
information | 443 |
pursuant to section 15(d) of the "Securities Exchange
Act of | 444 |
1934," 48 Stat. 892, 15 U.S.C. 77m, as amended. | 445 |
(d) Shares of the corporation are transferred or issued to
a | 446 |
person who takes delivery of the certificate for the shares
other | 447 |
than by gift, bequest, or inheritance and without knowledge
or | 448 |
notice of the close corporation agreement; that person
delivers to | 449 |
the corporation a written rejection of the close
corporation | 450 |
agreement within ninety days after the date on which
that person | 451 |
first received notice of the existence of the close
corporation | 452 |
agreement or within three years of the date of
transfer or | 453 |
issuance, whichever is earlier; and the corporation
does not offer | 454 |
in writing, within thirty days after the date on
which the | 455 |
corporation received the written rejection, to purchase
the shares | 456 |
from that person for the full amount paid for the
shares, or, | 457 |
having made an offer to purchase the shares for that
amount, the | 458 |
corporation, upon that person's acceptance of the
offer, does not | 459 |
purchase the shares in accordance with division
(I)(3) of this | 460 |
section. | 461 |
(3) If shares of a corporation are transferred or issued
to a | 480 |
person who takes delivery of the certificate for the shares
other | 481 |
than by gift, bequest, or inheritance and without knowledge
or | 482 |
notice of the close corporation agreement and that person
accepts | 483 |
an offer by the corporation to purchase the shares, the | 484 |
corporation shall pay to that person the full amount paid for the | 485 |
shares within seven days after that person delivers to the | 486 |
corporation the certificate for the shares and proof of payment
of | 487 |
the amount paid for the shares. If the amount paid for the
shares | 488 |
included property other than cash, the corporation, at its
option, | 489 |
may return the property to that person or may pay to that
person | 490 |
cash in an amount equal to the fair market value of the
property | 491 |
on the date of transfer or issuance of the shares, as
determined | 492 |
in good faith by the corporation. A shareholder who
transfers | 493 |
shares to a person who takes delivery of the
certificate for the | 494 |
shares other than by gift, bequest, or
inheritance and without | 495 |
knowledge or notice of the close
corporation agreement is liable | 496 |
to the corporation, upon the
corporation's written demand made | 497 |
upon the shareholder within
ninety days after the date on which | 498 |
the corporation made payment
for the shares, for the full amount | 499 |
that the corporation paid for
the shares. Upon receiving payment | 500 |
in that amount from the
shareholder, the corporation shall | 501 |
transfer the shares to the
shareholder. | 502 |
If a close corporation agreement set forth in the articles
of | 513 |
the corporation is terminated or becomes invalid, the officers
of | 514 |
the corporation shall promptly sign and file the certificate
of | 515 |
amendment prescribed by section 1701.73 of the Revised Code, | 516 |
setting forth the reason for the termination or invalidity and | 517 |
deleting the close corporation agreement from the articles. If
the | 518 |
officers fail to execute and file the certificate within
thirty | 519 |
days after the occurrence of the event giving rise to the | 520 |
termination or invalidity, the certificate may be signed and
filed | 521 |
by any shareholder and shall set forth a statement that the
person | 522 |
signing the certificate is a shareholder and is filing the | 523 |
certificate because of the failure of the officers to do so. | 524 |
(L) No corporation with respect to which a close
corporation | 531 |
agreement is in effect, shall issue shares in
uncertificated form, | 532 |
and any provision of the articles or regulations or any resolution | 533 |
of the directors of such
a corporation, providing for the issuance | 534 |
of shares in
uncertificated form, shall be ineffective during any | 535 |
period in
which a close corporation agreement is in effect. The | 536 |
adoption
of a close corporation agreement shall act as a transfer | 537 |
instruction to the corporation to replace uncertificated | 538 |
securities with appropriate certificated securities. | 539 |
(N) The amendments to this section that are effective
April | 547 |
4, 1985, are remedial in nature and apply to all close
corporation | 548 |
agreements created on or after November 17, 1981.
The amendments | 549 |
to this section that are effective December 31,
1993, are remedial | 550 |
in nature and, except as those amendments
otherwise provide, apply | 551 |
to all close corporation agreements
created on or after November | 552 |
17, 1981. | 553 |
Sec. 1701.69. (A) The articles may be amended from time
to | 554 |
time in any respect if the articles as amended set forth all
such | 555 |
provisions as are required in, and, except for amendmentsan | 556 |
amendment to
the
articles as described in divisionsdivision | 557 |
(B)(10) and (11) of this
section, only such provisions as may | 558 |
properly be in, original
articles filed at the time of adopting | 559 |
the amendment, and, if a
change in issued shares is to be made, or | 560 |
if as the result of any
amendment the stated capital of any class | 561 |
of shares is to be
created, increased, reduced, or eliminated, | 562 |
then such provisions,
not inconsistent with section 1701.30 of the | 563 |
Revised Code, as are
necessary to effect such change, or to effect | 564 |
such creation,
increase, reduction, or elimination of stated | 565 |
capital. | 566 |
(8) Provide that, as a result of an amendment described in | 583 |
division (B)(6), (7), or (11) of this section, the stated capital | 584 |
of any class of shares shall be created, increased, reduced, or | 585 |
eliminated, consistent with section 1701.30 of the Revised Code, | 586 |
except that, in the case of any amendment to change the | 587 |
corporation into a nonprofit corporation, the stated capital of | 588 |
the corporation may be reduced or eliminated; | 589 |
(10) Eliminate the right of every shareholder to vote | 595 |
cumulatively in the election of directors or to delete a
provision | 596 |
that eliminates that right, except that, if a
corporation is | 597 |
formed after
the effective date of this amendment or if a | 598 |
corporation that exists on
the effective date of this
amendment | 599 |
does not have issued and outstanding shares that are
listed on a | 600 |
national securities exchange or are regularly quoted
in an | 601 |
over-the-counter market by one or more members of a
national or | 602 |
affiliated securities association, the articles may
be amended to | 603 |
eliminate the right of every shareholder to vote
cumulatively in | 604 |
the election of directors only upon compliance
with both of the | 605 |
following: | 606 |
In the case of a surviving corporation as a result of a | 625 |
merger or of a new corporation resulting from a consolidation, if | 626 |
immediately prior to the merger or consolidation at least one of | 627 |
the constituent corporations had issued and outstanding shares | 628 |
listed on a national securities exchange or regularly quoted in
an | 629 |
over-the-counter market by one or more members of a national
or | 630 |
affiliated securities association, then the ninety-day
limitation | 631 |
prescribed in division (B)(10)(a) of this section does
not apply | 632 |
and the agreement of merger or consolidation, as
adopted pursuant | 633 |
to section 1701.78 or 1701.80 of the Revised
Code, may eliminate, | 634 |
subject to division (B)(10)(b) of this
section, the right of every | 635 |
shareholder to vote cumulatively in
the election of directors.
An | 636 |
agreement of merger or
consolidation that is so adopted and
that | 637 |
eliminates the right of
every shareholder to vote
cumulatively in | 638 |
the election of
directors shall be considered an
amendment | 639 |
permitted by this
division.; | 640 |
Sec. 1701.70. (A) If initial directors are not named in the | 644 |
articles,
before
subscriptions to shares have
been received
and | 645 |
before the incorporators have elected directors, the incorporators | 646 |
may adopt an amendment to the articles by a writing
signed by | 647 |
them. If initial directors are named in the articles, or if the | 648 |
incorporators have elected directors and have not received | 649 |
subscriptions, then
before subscriptions to shares have been | 650 |
received, the directors may adopt an
amendment to the articles. | 651 |
(1) When and to the extent authorized by the articles, the | 654 |
directors may adopt an amendment determining, in whole or in part, | 655 |
the
express terms, within the limits set forth in this chapter, of | 656 |
any class of
shares before the issuance of any shares of that | 657 |
class, or of one or more
series within a class before the issuance | 658 |
of shares of that series. When no shares of a series created by an | 659 |
amendment to the articles under division (B)(1) of this section | 660 |
have been issued and no option or right to acquire any share of | 661 |
that series is outstanding, the directors may adopt an amendment | 662 |
to reduce the number of shares in that series or to eliminate from | 663 |
the articles all references to the series and to make other | 664 |
appropriate changes that are required by the elimination of the | 665 |
series. | 666 |
(2) When the corporation has issued shares or
obligations | 667 |
convertible into shares of the corporation or has granted
options | 668 |
to purchase any shares, and
the conversion
or option rights are | 669 |
set forth in the articles or have been
approved by the same vote | 670 |
of shareholders as, at the time of
the
approval, would have been | 671 |
required to amend the articles to
authorize the shares required | 672 |
for that purpose, and the
corporation does not have sufficient | 673 |
authorized but unissued
shares to satisfy those conversion or | 674 |
option rights, the
directors
may adopt an amendment to authorize | 675 |
the
shares. | 676 |
(3) Whenever shares of any class or series have been | 677 |
redeemed, or
have
been surrendered to or acquired by the | 678 |
corporation upon
conversion, exchange, purchase, or otherwise, the | 679 |
directors may
adopt an amendment to reduce the authorized number | 680 |
of shares of
thethat class or series by the number so redeemed, | 681 |
surrendered, or
acquired;
and
when all of the authorizedissued | 682 |
shares of a class or series have been
redeemed or
surrendered to | 683 |
or acquired by the corporation, the
directors may
adopt an | 684 |
amendment to eliminate from the articles
all references
to the | 685 |
shares of thethat class or series and to make
other
appropriate | 686 |
changes
that are required by
the elimination. | 687 |
(4) When articles have been amended and any change of
issued | 688 |
or unissued shares provided for in the amendment or
amended | 689 |
articles has become effective, the directors
may
adopt an | 690 |
amendment to eliminate from the articles all references
to the | 691 |
change of shares and to make any other appropriate
changes that | 692 |
are required by the
elimination; however,
an amendment to articles | 693 |
that is so adopted by the
directors shall
contain a statement with | 694 |
respect to the authorized number and the par
value, if any, of the | 695 |
shares of each class. | 696 |
(8) When the directors have declared a dividend or | 716 |
distribution on any class of outstanding shares of the corporation | 717 |
to be paid in shares of the same class, the directors may adopt an | 718 |
amendment to proportionately increase the authorized number of | 719 |
shares of the class, provided that the corporation has only one | 720 |
class of shares outstanding or the dividend or distribution is not | 721 |
substantially prejudicial to the holders of any other class of the | 722 |
corporation's shares, and further provided that such an amendment | 723 |
be adopted concurrently with the amendment described in division | 724 |
(B)(10) of this section when the dividend or distribution is | 725 |
declared on outstanding shares with par value. | 726 |
(9) The directors may adopt an amendment to change each | 727 |
issued and unissued authorized share of an outstanding class into | 728 |
a greater number of shares of that class and to proportionately | 729 |
increase the authorized number of shares of that class, provided | 730 |
that the corporation has only one class of shares outstanding or | 731 |
the change is not substantially prejudicial to the holders of any | 732 |
other class of the corporation's shares, and further provided that | 733 |
such an amendment be adopted concurrently with the amendment | 734 |
described in division (B)(10) of this section when the change is | 735 |
made to outstanding shares with par value. | 736 |
(10) Concurrently with the adoption of an amendment under | 737 |
division (B)(8) or (9) of this section, the directors may adopt an | 738 |
amendment decreasing the par value of issued and unissued shares | 739 |
of a particular class to the extent necessary to prevent an | 740 |
increase in the aggregate par value of the outstanding shares of | 741 |
the class as a result of the dividend or distribution described in | 742 |
division (B)(8) of this section or the change described in | 743 |
division (B)(9) of this section. | 744 |
(C) If a vote on the adoption of an
amendment is required by | 745 |
division (B)(4) of section 1701.71 of
the Revised Code, any | 746 |
amendment to the
articles adopted pursuant to division (B) of this | 747 |
section that
creates a class or series of shares the express terms | 748 |
of which
provide for the convertibility of the shares into shares | 749 |
of
another class shall also require the approval of the holders, | 750 |
voting as a class, of any issued and outstanding shares into which | 751 |
the shares
may be converted. | 752 |
Sec. 1701.76. (A)(1) Provided the provisions of Chapter | 759 |
1704. of the Revised Code do not prevent the transaction from | 760 |
being effected, a lease, sale, exchange, transfer, or other | 761 |
disposition of all, or substantially all, of the assets, with or | 762 |
without the good will, of a corporation, if not made in the usual | 763 |
and regular course of its business, may be made upon the terms
and | 764 |
conditions and for the consideration, that may consist, in
whole | 765 |
or in part, of money or other property of any description, | 766 |
including shares or other securities or promissory obligations of | 767 |
any other corporation, domestic or foreign, that may be authorized | 768 |
as follows: | 769 |
(b) At a meeting of the shareholders held for that
purpose, | 772 |
by the affirmative vote of the holders of shares
entitling them to | 773 |
exercise two-thirds of the voting power of the
corporation on the | 774 |
proposal, or, if the articles so provide or
permit, by the | 775 |
affirmative vote of a greater or lesser
proportion, but not less | 776 |
than a majority, of the voting power,
and by the affirmative vote | 777 |
of the holders of shares of any
particular class that is required | 778 |
by the articles. | 779 |
(2) At the shareholder meeting described in division | 780 |
(A)(1)(b) of this section or at any subsequent shareholder | 781 |
meeting, shareholders, by the same vote that is required to | 782 |
authorize the lease, sale, exchange, transfer, or other | 783 |
disposition of all, or substantially all, of the assets, with or | 784 |
without the good will, of the corporation, may grant authority to | 785 |
the directors to establish or amend any of the terms and | 786 |
conditions of the transaction, except that the shareholders shall | 787 |
not
authorize the directors to do any of the following: | 788 |
(D) An action to set aside a conveyance by a corporation,
on | 813 |
the ground that any section of the Revised Code applicable to
the | 814 |
lease, sale, exchange, transfer, or other disposition of all,
or | 815 |
substantially all, of the assets of that corporation has not
been | 816 |
complied with, shall be brought within ninety days after
that | 817 |
transaction, or the action shall be forever barred. | 818 |
(H) For purposes of this section only, the assets of a | 839 |
corporation include the assets of any other entity that is wholly | 840 |
owned, directly or indirectly, by the corporation. Unless | 841 |
otherwise provided in the articles, this section does not apply to | 842 |
any lease, sale, exchange, transfer, or other disposition of all, | 843 |
or substantially all, of the assets of a corporation to any entity | 844 |
that is wholly owned, directly or indirectly, by the corporation. | 845 |