As Reported by the Senate Insurance, Commerce and Labor Committee

129th General Assembly Regular Session 2011-2012

Sub. H. B. No. 267

Representative McKenney 

Cosponsors: Representatives Combs, Letson, Stebelton, Murray, Adams, R., Barnes, Beck, Blair, Blessing, Carney, Dovilla, Duffey, Gardner, Garland, Gonzales, Grossman, Hackett, Hayes, Huffman, Luckie, O'Brien, Patmon, Pillich, Sears, Slaby, Sprague, Terhar, Weddington, Winburn, Young Speaker Batchelder 

Senator Beagle 

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A BILL

To amend sections 9.231, 169.01, 1702.01, 1702.05,

1

1702.41, 1702.42, 1702.43, 1702.44, 1702.46,

2

1702.462, 2901.23, 3955.06, 3956.06, 4121.70,

3

4303.201, 4303.204, 4303.207, 5111.151, and

4

5701.13; to enact sections 1702.411, 1745.05 to

5

1745.46, 1745.461, and 1745.47 to 1745.57; and to

6

repeal sections 1702.45, 1745.01, 1745.02, and

7

1745.04 of the Revised Code to adopt the Revised

8

Uniform Unincorporated Nonprofit Association Act

9

and to revise the merger and consolidation

10

provisions of the Nonprofit Corporation Law.

11

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

Section 1. That sections 9.231, 169.01, 1702.01, 1702.05,	12
1702.41, 1702.42, 1702.43, 1702.44, 1702.46, 1702.462, 2901.23,	13
3955.06, 3956.06, 4121.70, 4303.201, 4303.204, 4303.207, 5111.151,	14
and 5701.13 be amended, and sections 1702.411, 1745.05, 1745.06,	15
1745.07, 1745.08, 1745.09, 1745.10, 1745.11, 1745.12, 1745.13,	16
1745.14, 1745.15, 1745.16, 1745.17, 1745.18, 1745.19, 1745.20,	17
1745.21, 1745.22, 1745.23, 1745.24, 1745.25, 1745.26, 1745.27,	18
1745.28, 1745.29, 1745.30, 1745.31, 1745.32, 1745.33, 1745.34,	19
1745.35, 1745.36, 1745.37, 1745.38, 1745.39, 1745.40, 1745.41,	20
1745.42, 1745.43, 1745.44, 1745.45, 1745.46, 1745.461, 1745.47,	21
1745.48, 1745.49, 1745.50, 1745.51, 1745.52, 1745.53, 1745.54,	22
1745.55, 1745.56, and 1745.57 of the Revised Code be enacted to	23
read as follows:	24

Sec. 9.231. (A)(1) Subject to divisions (A)(2) and (3) of	25
this section, a governmental entity shall not disburse money	26
totaling twenty-five thousand dollars or more to any person for	27
the provision of services for the primary benefit of individuals	28
or the public and not for the primary benefit of a governmental	29
entity or the employees of a governmental entity, unless the	30
contracting authority of the governmental entity first enters into	31
a written contract with the person that is signed by the person or	32
by an officer or agent of the person authorized to legally bind	33
the person and that embodies all of the requirements and	34
conditions set forth in sections 9.23 to 9.236 of the Revised	35
Code. If the disbursement of money occurs over the course of a	36
governmental entity's fiscal year, rather than in a lump sum, the	37
contracting authority of the governmental entity shall enter into	38
the written contract with the person at the point during the	39
governmental entity's fiscal year that at least seventy-five	40
thousand dollars has been disbursed by the governmental entity to	41
the person. Thereafter, the contracting authority of the	42
governmental entity shall enter into the written contract with the	43
person at the beginning of the governmental entity's fiscal year,	44
if, during the immediately preceding fiscal year, the governmental	45
entity disbursed to that person an aggregate amount totaling at	46
least seventy-five thousand dollars.	47

(2) If the money referred to in division (A)(1) of this	48
section is disbursed by or through more than one state agency to	49
the person for the provision of services to the same population,	50
the contracting authorities of those agencies shall determine	51
which one of them will enter into the written contract with the	52
person.	53

(3) The requirements and conditions set forth in divisions	54
(A), (B), (C), and (F) of section 9.232, divisions (A)(1) and (2)	55
and (B) of section 9.234, divisions (A)(2) and (B) of section	56
9.235, and sections 9.233 and 9.236 of the Revised Code do not	57
apply with respect to the following:	58

(a) Contracts to which all of the following apply:

59

(i) The amount received for the services is a set fee for	60
each time the services are provided, is determined in accordance	61
with a fixed rate per unit of time or per service, or is a	62
capitated rate, and the fee or rate is established by competitive	63
bidding or by a market rate survey of similar services provided in	64
a defined market area. The market rate survey may be one conducted	65
by or on behalf of the governmental entity or an independent	66
survey accepted by the governmental entity as statistically valid	67
and reliable.	68

(ii) The services are provided in accordance with standards	69
established by state or federal law, or by rules or regulations	70
adopted thereunder, for their delivery, which standards are	71
enforced by the federal government, a governmental entity, or an	72
accrediting organization recognized by the federal government or a	73
governmental entity.	74

(iii) Payment for the services is made after the services are	75
delivered and upon submission to the governmental entity of an	76
invoice or other claim for payment as required by any applicable	77
local, state, or federal law or, if no such law applies, by the	78
terms of the contract.	79

(b) Contracts under which the services are reimbursed through	80
or in a manner consistent with a federal program that meets all of	81
the following requirements:	82

(i) The program calculates the reimbursement rate on the	83
basis of the previous year's experience or in accordance with an	84
alternative method set forth in rules adopted by the Ohio	85
department of job and family services.	86

(ii) The reimbursement rate is derived from a breakdown of	87
direct and indirect costs.	88

(iii) The program's guidelines describe types of expenditures	89
that are allowable and not allowable under the program and	90
delineate which costs are acceptable as direct costs for purposes	91
of calculating the reimbursement rate.	92

(iv) The program includes a uniform cost reporting system	93
with specific audit requirements.	94

(c) Contracts under which the services are reimbursed through	95
or in a manner consistent with a federal program that calculates	96
the reimbursement rate on a fee for service basis in compliance	97
with United States office of management and budget Circular A-87,	98
as revised May 10, 2004.	99

(d) Contracts for services that are paid pursuant to the	100
earmarking of an appropriation made by the general assembly for	101
that purpose.	102

(B) Division (A) of this section does not apply if the money	103
is disbursed to a person pursuant to a contract with the United	104
States or a governmental entity under any of the following	105
circumstances:	106

(1) The person receives the money directly or indirectly from	107
the United States, and no governmental entity exercises any	108
oversight or control over the use of the money.	109

(2) The person receives the money solely in return for the	110
performance of one or more of the following types of services:	111

(a) Medical, therapeutic, or other health-related services	112
provided by a person if the amount received is a set fee for each	113
time the person provides the services, is determined in accordance	114
with a fixed rate per unit of time, or is a capitated rate, and	115
the fee or rate is reasonable and customary in the person's trade	116
or profession;	117

(b) Medicaid-funded services, including administrative and	118
management services, provided pursuant to a contract or medicaid	119
provider agreement that meets the requirements of the medicaid	120
program established under Chapter 5111. of the Revised Code.	121

(c) Services, other than administrative or management	122
services or any of the services described in division (B)(2)(a) or	123
(b) of this section, that are commonly purchased by the public at	124
an hourly rate or at a set fee for each time the services are	125
provided, unless the services are performed for the benefit of	126
children, persons who are eligible for the services by reason of	127
advanced age, medical condition, or financial need, or persons who	128
are confined in a detention facility as defined in section 2921.01	129
of the Revised Code, and the services are intended to help promote	130
the health, safety, or welfare of those children or persons;	131

(d) Educational services provided by a school to children	132
eligible to attend that school. For purposes of division (B)(2)(d)	133
of this section, "school" means any school operated by a school	134
district board of education, any community school established	135
under Chapter 3314. of the Revised Code, or any nonpublic school	136
for which the state board of education prescribes minimum	137
education standards under section 3301.07 of the Revised Code.	138

(e) Services provided by a foster home as defined in section	139
5103.02 of the Revised Code;	140

(f) "Routine business services other than administrative or	141
management services," as that term is defined by the attorney	142
general by rule adopted in accordance with Chapter 119. of the	143
Revised Code;	144

(g) Services to protect the environment or promote	145
environmental education that are provided by a nonprofit entity or	146
services to protect the environment that are funded with federal	147
grants or revolving loan funds and administered in accordance with	148
federal law.	149

(3) The person receives the money solely in return for the	150
performance of services intended to help preserve public health or	151
safety under circumstances requiring immediate action as a result	152
of a natural or man-made emergency.	153

(C) With respect to aan unincorporated nonprofit	154
association, corporation, or organization established for the	155
purpose of providing educational, technical, consulting, training,	156
financial, or other services to its members in exchange for	157
membership dues and other fees, any of the services provided to a	158
member that is a governmental entity shall, for purposes of this	159
section, be considered services "for the primary benefit of a	160
governmental entity or the employees of a governmental entity."	161

Sec. 169.01.  As used in this chapter, unless the context	162
otherwise requires:	163

(A) "Financial organization" means any bank, trust company,	164
savings bank, safe deposit company, mutual savings bank without	165
mutual stock, savings and loan association, credit union, or	166
investment company.	167

(B)(1) "Unclaimed funds" means any moneys, rights to moneys,	168
or intangible property, described in section 169.02 of the Revised	169
Code, when, as shown by the records of the holder, the owner has	170
not, within the times provided in section 169.02 of the Revised	171
Code, done any of the following:	172

(a) Increased, decreased, or adjusted the amount of such	173
funds;	174

(b) Assigned, paid premiums, or encumbered such funds;

175

(c) Presented an appropriate record for the crediting of such	176
funds or received payment of such funds by check, draft, or	177
otherwise;	178

(d) Corresponded with the holder concerning such funds;

179

(e) Otherwise indicated an interest in or knowledge of such	180
funds;	181

(f) Transacted business with the holder.

182

(2) "Unclaimed funds" does not include any of the following:

183

(a) Money received or collected under section 9.39 of the	184
Revised Code;	185

(b) Any payment or credit due to a business association from	186
a business association representing sums payable to suppliers, or	187
payment for services rendered, in the course of business,	188
including, but not limited to, checks or memoranda, overpayments,	189
unidentified remittances, nonrefunded overcharges, discounts,	190
refunds, and rebates;	191

(c) Any payment or credit received by a business association	192
from a business association for tangible goods sold, or services	193
performed, in the course of business, including, but not limited	194
to, checks or memoranda, overpayments, unidentified remittances,	195
nonrefunded overcharges, discounts, refunds, and rebates;	196

(d) Any credit due a retail customer that is represented by a	197
gift certificate, gift card, merchandise credit, or merchandise	198
credit card, redeemable only for merchandise.	199

For purposes of divisions (B)(2)(b) and (c) of this section,	200
"business association" means any corporation, joint venture,	201
business trust, limited liability company, partnership,	202
association, or other business entity composed of one or more	203
individuals, whether or not the entity is for profit.	204

(C) "Owner" means any person, or the person's legal	205
representative, entitled to receive or having a legal or equitable	206
interest in or claim against moneys, rights to moneys, or other	207
intangible property, subject to this chapter.	208

(D)(1) "Holder" means any person that has possession,	209
custody, or control of moneys, rights to moneys, or other	210
intangible property, or that is indebted to another, if any of the	211
following applies:	212

(a) Such person resides in this state;

213

(b) Such person is formed under the laws of this state;

214

(c) Such person is formed under the laws of the United States	215
and has an office or principal place of business in this state;	216

(d) The records of such person indicate that the last known	217
address of the owner of such moneys, rights to moneys, or other	218
intangible property is in this state;	219

(e) The records of such person do not indicate the last known	220
address of the owner of the moneys, rights to moneys, or other	221
intangible property and the entity originating or issuing the	222
moneys, rights to moneys, or other intangible property is this	223
state or any political subdivision of this state, or is	224
incorporated, organized, created, or otherwise located in this	225
state. Division (D)(1)(e) of this section applies to all moneys,	226
rights to moneys, or other intangible property that is in the	227
possession, custody, or control of such person on or after July	228
22, 1994, whether the moneys, rights to moneys, or other	229
intangible property becomes unclaimed funds prior to or on or	230
after that date.	231

(2) "Holder" does not mean any hospital granted tax-exempt	232
status under section 501(c)(3) of the Internal Revenue Code or any	233
hospital owned or operated by the state or by any political	234
subdivision. Any entity in order to be exempt from the definition	235
of "holder" pursuant to this division shall make a reasonable,	236
good-faith effort to contact the owner of the unclaimed funds.	237

(E) "Person" includes a natural person; corporation, whether	238
for profit or not for profit; copartnership; unincorporated	239
nonprofit association or organization; public authority; estate;	240
trust; two or more persons having a joint or common interest;	241
eleemosynary organization; fraternal or cooperative association;	242
other legal or community entity; the United States government,	243
including any district, territory, possession, officer, agency,	244
department, authority, instrumentality, board, bureau, or court;	245
or any state or political subdivision thereof, including any	246
officer, agency, board, bureau, commission, division, department,	247
authority, court, or instrumentality.	248

(F) "Mortgage funds" means the mortgage insurance fund	249
created by section 122.561 of the Revised Code, and the housing	250
guarantee fund created by division (D) of section 128.11 of the	251
Revised Code.	252

(G) "Lawful claims" means any vested right a holder of	253
unclaimed funds has against the owner of such unclaimed funds.	254

(H) "Public utility" means any entity defined as such by	255
division (A) of section 745.01 or by section 4905.02 of the	256
Revised Code.	257

(I) "Deposit" means to place money in the custody of a	258
financial organization for the purpose of establishing an	259
income-bearing account by purchase or otherwise.	260

(J) "Income-bearing account" means a time or savings account,	261
whether or not evidenced by a certificate of deposit, or an	262
investment account through which investments are made solely in	263
obligations of the United States or its agencies or	264
instrumentalities or guaranteed as to principal and interest by	265
the United States or its agencies or instrumentalities, debt	266
securities rated as investment grade by at least two nationally	267
recognized rating services, debt securities which the director of	268
commerce has determined to have been issued for the safety and	269
welfare of the residents of this state, and equity interests in	270
mutual funds that invest solely in some or all of the above-listed	271
securities and involve no general liability, without regard to	272
whether income earned on such accounts, securities, or interests	273
is paid periodically or at the end of a term.	274

(K) "Director of commerce" may be read as the "division of	275
unclaimed funds" or the "superintendent of unclaimed funds."	276

Sec. 1702.01.  As used in this chapter, unless the context	277
otherwise requires:	278

(A) "Corporation" or "domestic corporation" means a nonprofit	279
corporation formed under the laws of this state, or a business	280
corporation formed under the laws of this state that, by amendment	281
to its articles as provided by law, becomes a nonprofit	282
corporation.	283

(B) "Foreign corporation" means a nonprofit corporation	284
formed under the laws of another state.	285

(C) "Nonprofit corporation" means a domestic or foreign	286
corporation that is formed otherwise than for the pecuniary gain	287
or profit of, and whose net earnings or any part of them is not	288
distributable to, its members, directors, officers, or other	289
private persons, except that the payment of reasonable	290
compensation for services rendered and the distribution of assets	291
on dissolution as permitted by section 1702.49 of the Revised Code	292
is not pecuniary gain or profit or distribution of net earnings.	293
In a corporation all of whose members are nonprofit corporations,	294
distribution to members does not deprive it of the status of a	295
nonprofit corporation.	296

(D) "State" means the United States; any state, territory,	297
insular possession, or other political subdivision of the United	298
States, including the District of Columbia; any foreign country or	299
nation; and any province, territory, or other political	300
subdivision of a foreign country or nation.	301

(E) "Articles" includes original articles of incorporation,	302
agreements of merger or consolidation if and only to the extent	303
that articles of incorporation are adopted or amended in the	304
agreements, amended articles, and amendments to any of these, and,	305
in the case of a corporation created before September 1, 1851, the	306
special charter and any amendments to it made by special act of	307
the general assembly or pursuant to general law.	308

(F) "Incorporator" means a person who signed the original	309
articles of incorporation.	310

(G) "Member" means one having membership rights and	311
privileges in a corporation in accordance with its articles or	312
regulations.	313

(H) "Voting member" means a member possessing voting rights,	314
either generally or in respect of the particular question	315
involved, as the case may be.	316

(I) "Person" includes, but is not limited to, a nonprofit	317
corporation, a business corporation, a partnership, an	318
unincorporated society or association, and two or more persons	319
having a joint or common interest.	320

(J) The location of the "principal office" of a corporation	321
is the place named as such in its articles.	322

(K) "Directors" means the persons vested with the authority	323
to conduct the affairs of the corporation irrespective of the	324
name, such as trustees, by which they are designated.	325

(L) "Insolvent" means that the corporation is unable to pay	326
its obligations as they become due in the usual course of its	327
affairs.	328

(M)(1) Subject to division (M)(2) of this section,	329
"volunteer" means a director, officer, or agent of a corporation,	330
or another person associated with a corporation, who satisfies	331
both of the following:	332

(a) Performs services for or on behalf of, and under the	333
authority or auspices of, that corporation;	334

(b) Does not receive compensation, either directly or	335
indirectly, for performing those services.	336

(2) For purposes of division (M)(1) of this section,	337
"compensation" does not include any of the following:	338

(a) Actual and necessary expenses that are incurred by a	339
volunteer in connection with the services performed for a	340
corporation, and that are reimbursed to the volunteer or otherwise	341
paid;	342

(b) Insurance premiums paid on behalf of a volunteer, and	343
amounts paid or reimbursed, pursuant to division (E) of section	344
1702.12 of the Revised Code;	345

(c) Modest perquisites.

346

(N) "Business corporation" means any entity, as defined in	347
section 1701.01 of the Revised Code, other than a public benefit	348
corporation or a mutual benefit corporation, that is organized	349
pursuant to Chapter 1701. of the Revised Code other than a public	350
benefit entity.	351

(O) "Mutual benefit corporation" means any corporation	352
organized under this chapter other than a public benefit	353
corporation.	354

(P) "Public benefit corporation" means a corporation that is	355
recognized as exempt from federal income taxation under section	356
501(c)(3) of the "Internal Revenue Code of 1986," 100 Stat. 2085,	357
26 U.S.C. 1, as amended, or is organized for a public or	358
charitable purpose and that upon dissolution must distribute its	359
assets to a public benefit corporation, the United States, a state	360
or any political subdivision of a state, or a person that is	361
recognized as exempt from federal income taxation under section	362
501(c)(3) of the "Internal Revenue Code of 1986," as amended.	363
"Public benefit corporation" does not include a nonprofit	364
corporation that is organized by one or more municipal	365
corporations to further a public purpose that is not a charitable	366
purpose.	367

(Q) "Authorized communications equipment" means any	368
communications equipment that provides a transmission, including,	369
but not limited to, by telephone, telecopy, or any electronic	370
means, from which it can be determined that the transmission was	371
authorized by, and accurately reflects the intention of, the	372
member or director involved and, with respect to meetings, allows	373
all persons participating in the meeting to contemporaneously	374
communicate with each other.	375

(R) "Entity" means any of the following:

376

(1) A nonprofit corporation existing under the laws of this	377
state or any other state;	378

(2) A business corporation existing under the laws of this	379
state or any other state;	380

(3) Any of the following organizations existing under the	381
laws of this state, the United States, or any other state:	382

(a) A common law trust;

383

(b) An unincorporated business, for profit or nonprofit	384
organization, including a general or limited partnership or	385
limited liability partnership;	386

(c) A limited liability company;

387

(d) A for profit corporation;

388

(e) An unincorporated nonprofit association.

389

(S) "Public benefit entity" means any entity that is	390
recognized as exempt from federal income taxation under section	391
501(c)(3) of the "Internal Revenue Code of 1986," 100 Stat. 2085,	392
26 U.S.C. 1, as amended, or is organized for a public or	393
charitable purpose and that upon dissolution must distribute its	394
assets to a public benefit entity, the United States, a state or	395
any political subdivision of a state, or a person that is	396
recognized as exempt from federal income taxation under section	397
501(c)(3) of the "Internal Revenue Code of 1986," 100 Stat. 2085,	398
26 U.S.C. 1, as amended. "Public benefit entity" does not include	399
an entity that is organized by one or more municipal corporations	400
to further a public purpose that is not a charitable purpose.	401

(T) "Unincorporated nonprofit association" has the same	402
meaning as in section 1745.05 of the Revised Code.	403

Sec. 1702.05.  (A) Except as provided in this section and in	404
sections 1702.41 and 1702.451702.411 of the Revised Code, the	405
secretary of state shall not accept for filing in the secretary of	406
state's office any articles if the corporate name set forth in the	407
articles is not distinguishable upon the secretary of state's	408
records from any of the following:	409

(1) The name of any other corporation, whether a nonprofit	410
corporation or a business corporation and whether that of a	411
domestic or of a foreign corporation authorized to do business in	412
this state;	413

(2) The name of any limited liability company registered in	414
the office of the secretary of state pursuant to Chapter 1705. of	415
the Revised Code, whether domestic or foreign;	416

(3) The name of any limited liability partnership registered	417
in the office of the secretary of state pursuant to Chapter 1775.	418
or 1776. of the Revised Code, whether domestic or foreign;	419

(4) The name of any limited partnership registered in the	420
office of the secretary of state pursuant to Chapter 1782. of the	421
Revised Code, whether domestic or foreign;	422

(5) Any trade name, the exclusive right to which is at the	423
time in question registered in the office of the secretary of	424
state pursuant to Chapter 1329. of the Revised Code.	425

(B) The secretary of state shall determine for purposes of	426
this section whether a name is "distinguishable" from another name	427
upon the secretary of state's records. Without excluding other	428
names that may not constitute distinguishable names in this state,	429
a name is not considered distinguishable from another name for	430
purposes of this section solely because it differs from the other	431
name in only one or more of the following manners:	432

(1) The use of the word "corporation," "company,"	433
"incorporated," "limited," or any abbreviation of any of those	434
words;	435

(2) The use of any article, conjunction, contraction,	436
abbreviation, or punctuation;	437

(3) The use of a different tense or number of the same word.

438

(C) A corporation may apply to the secretary of state for	439
authorization to use a name that is not distinguishable upon the	440
secretary of state's records from the name of any other	441
corporation, any limited liability company, limited liability	442
partnership, or limited partnership, or from a registered trade	443
name, if there also is filed in the office of the secretary of	444
state, on a form prescribed by the secretary of state, the consent	445
of the other entity, or, in the case of a registered trade name,	446
the person in whose name is registered the exclusive right to use	447
the name, which consent is evidenced in a writing signed by any	448
authorized officer or authorized representative of the other	449
entity or person.	450

(D) In case of judicial sale or judicial transfer, by sale or	451
transfer of good will or otherwise, of the right to use the name	452
of a nonprofit corporation or business corporation, whether that	453
of a domestic corporation or of a foreign corporation authorized	454
to exercise its corporate privileges in this state or to do	455
business in this state, the secretary of state, at the instance of	456
the purchaser or transferee of such right, shall accept for filing	457
articles of a corporation with a name the same as or similar to	458
the name of such other corporation, if there also is filed in the	459
office of the secretary of state a certified copy of the decree or	460
order of court confirming or otherwise evidencing the purchase or	461
transfer.	462

(E) Any person who wishes to reserve a name for a proposed	463
new corporation, or any corporation intending to change its name,	464
may submit to the secretary of state a written application, on a	465
form prescribed by the secretary of state, for the exclusive right	466
to use a specified name as the name of a corporation. If the	467
secretary of state finds that, under this section, the specified	468
name is available for such use, the secretary of state shall file	469
such application, and, from the date of such filing, such	470
applicant shall have the exclusive right for one hundred eighty	471
days to use the specified name as the name of a corporation,	472
counting the date of such filing as the first of the one hundred	473
eighty days. The right so obtained may be transferred by the	474
applicant or other holder of the right by the filing in the office	475
of the secretary of state of a written transfer, on a form	476
prescribed by the secretary of state, stating the name and address	477
of the transferee.	478

Sec. 1702.41.  (A)(1) Any two or more corporations may merge	479
into a single corporation which shall be one of the constituent	480
corporations, or may consolidate into a single corporation which	481
shall be a new corporation to be formed by the consolidation	482
Pursuant to an agreement of merger, a domestic corporation and one	483
or more additional domestic or foreign entities may be merged into	484
a surviving domestic corporation. Pursuant to an agreement of	485
consolidation, one or more domestic or foreign entities may be	486
consolidated into a new domestic corporation. If any constituent	487
entity is formed or organized under the laws of any state other	488
than this state or under any chapter of the Revised Code other	489
than this chapter, the merger or consolidation also must be	490
permitted by the chapter of the Revised Code under which each	491
domestic constituent entity exists and by the laws under which	492
each foreign constituent entity exists.	493

(2) To effect sucha merger or consolidation under this	494
section, the directors of each constituent domestic corporation	495
shall approve an agreement of merger or consolidation to be signed	496
by the chairperson of the board of directors, the president, or a	497
vice-president and by the secretary or an assistant secretary,	498
which. The agreement of merger or consolidation shall be approved	499
or otherwise authorized by or on behalf of each other constituent	500
entity in accordance with the laws under which it exists.	501

(3) The agreement of merger or consolidation shall set	502
forth all of the following:	503

(a) The name and the form of entity of each constituent	504
entity and the state under the laws of which each constituent	505
entity exists;	506

(b) That the named constituent corporationsentities have	507
agreed to merge into a specified constituent corporation, herein	508
designated in this section as the surviving corporation, or that	509
the named constituent corporationsentities have agreed to	510
consolidate into a new corporation to be formed by the	511
consolidation, herein designated in this section as the new	512
corporation;	513

(b)(c) All statements and matters required to be set forth in	514
an agreement of merger or consolidation by the laws under which	515
each constituent entity exists;	516

(d) The name of the surviving or new corporation, which may	517
be the same as or similar to that of any constituent corporation;	518

(c)(e) The place in this state where the principal office of	519
the surviving or new corporation is to be located;	520

(d)(f) The names and addresses of the first directors and	521
officers of the surviving or new corporation, and, if desired,	522
their term or terms of office;	523

(e)(g) The name and address of the statutory agent upon whom	524
any process, notice, or demand against any constituent corporation	525
entity or the surviving or new corporation may be served;	526

(f)(h) The terms of the merger or consolidation and the mode	527
of carrying the samethose terms into effect;	528

(g)(i) The regulations of the surviving or new corporation or	529
a provision to the effect that the regulations of one of thea	530
specified constituent corporationscorporation shall be the	531
regulations of the surviving or new corporation or to the effect	532
that the voting members or the directors of the surviving or new	533
corporation may adopt regulations, or any combination thereofof	534
them.	535

(3)(4) The agreement of merger or consolidation may also set	536
forth any of the following:	537

(a) The specification of a date, which may be the date of the	538
filing of the agreement or a date subsequent theretoto that date	539
of filing, upon which the merger or consolidation shall become	540
effective;	541

(b) A provision conferring upon the directors of one or more	542
of the constituent corporations or the comparable representatives	543
of any other constituent entity the power to abandon the merger or	544
consolidation prior to the filing of the agreement;	545

(c) Any additional provision permitted to be included in the	546
articles of a newly formed corporation;	547

(d) Any additional provision deemedconsidered necessary or	548
desirable with respect to the proposed merger or consolidation.	549

(B)(1) Without the prior approval ofA merger or	550
consolidation in which a domestic public benefit corporation is	551
one of the constituent entities shall be approved by the court of	552
common pleas of the county in this state in which the principal	553
office of the public benefit corporation is located, in a	554
proceeding of which the attorney general's charitable law section	555
has been given written notice by certified mail within three days	556
of the initiation of the proceeding, and in which proceeding the	557
attorney general may intervene as of right, a public benefit	558
corporation may merge or consolidate only with any of the	559
following. No approval by the court under division (B)(1) of this	560
section is required if either of the following applies:	561

(a) A domestic public benefit corporation;is the surviving	562
entity in the case of a merger and continues to be a public	563
benefit corporation or is the new corporation in the case of a	564
consolidation and continues to be a public benefit corporation.	565

(b) A foreign corporation that would qualify under the	566
Revised Code as a public benefit corporation;	567

(c) A mutual benefit corporation or a business corporation,	568
provided that thedomestic public benefit corporation is not the	569
surviving corporationentity in the case of a merger and continues	570
to be a public benefit corporation or that a public benefit	571
corporationor is not the new corporation in the case of a	572
consolidation;	573

(d) A business corporation or mutual benefit corporation,	574
provided that, and all of the following apply:	575

(i) On or prior to the effective date of the merger or	576
consolidation, assets with a value equal to the greater of the	577
fair market value of the net tangible and intangible assets,	578
including goodwill, of the domestic public benefit corporation or	579
the fair market value of the domestic public benefit corporation	580
if it is to be operated as a business concern, are transferred or	581
conveyed to one or more persons that would have received its	582
assets under section 1702.49 of the Revised Code had it	583
voluntarily dissolved.	584

(ii) ItThe domestic public benefit corporation returns,	585
transfers, or conveys any assets held by it upon a condition	586
requiring return, transfer, or conveyance, which condition occurs	587
by reason of the merger or consolidation, in accordance with that	588
condition.	589

(iii) The merger or consolidation is approved by a majority	590
of directors of the domestic public benefit corporation who will	591
not receive any financial or other benefit, directly or	592
indirectly, as a result of the merger or consolidation or by	593
agreement, and who are not and will not as a result of the merger	594
or consolidation become members, partners, or other owners,	595
however denominated, of, shareholders in, ordirectors, officers,	596
managers, employees, agents, or other representatives of, or	597
consultants ofto, the surviving or new business corporation or	598
mutual benefit corporationentity.	599

(2) At least twenty days before consummation of any merger or	600
consolidation of a domestic public benefit corporation pursuant to	601
division (B)(1)(d)(b) of this section, written notice, including a	602
copy of the proposed plan of merger or consolidation, shall be	603
delivered to the attorney general's charitable law section. The	604
attorney general's charitable law section may review a proposed	605
merger or consolidation of a domestic public benefit corporation	606
under division (B)(1)(d)(b) of this section. The attorney general	607
may require, pursuant to section 109.24 of the Revised Code, the	608
production of the documents necessary for review of a proposed	609
merger or consolidation under division (B)(1)(d)(b) of this	610
section. The attorney general may retain, at the expense of the	611
domestic public benefit corporation, one or more experts,	612
including an investment banker, actuary, appraiser, certified	613
public accountant, or other expert, that the attorney general	614
considers reasonably necessary to provide assistance in reviewing	615
a proposed merger or consolidation under division (B)(1)(d)(b) of	616
this section. The attorney general may extend the date of any	617
merger or consolidation of a domestic public benefit corporation	618
under division (B)(1)(d)(b) of this section for a period not to	619
exceed sixty days and shall provide notice of that extension to	620
the domestic public benefit corporation. The notice shall set	621
forth the reasons necessitating the extension.	622

(3) WithoutNo member, other than a member that is a public	623
benefit entity, or director of a domestic public benefit	624
corporation in that person's capacity as a member or director may	625
receive or keep anything as a result of a merger or consolidation	626
other than membership or directorship in the surviving or new	627
public benefit corporation, without the prior written consent of	628
the attorney general or of the court of common pleas of the county	629
in this state in which the principal office of the domestic public	630
benefit corporation is located, in a proceeding in which the	631
attorney general's charitable law section has been given written	632
notice by certified mail within three days of the initiation of	633
the proceeding, and in which proceeding the attorney general may	634
intervene as of right, no member or director of a public benefit	635
corporation in that person's capacity as a member or director may	636
receive or keep anything as a result of a merger of consolidation	637
other than membership or directorship in the surviving or new	638
public benefit corporation. The court shall approve the	639
transaction if it is in the public interest.	640

(4) The attorney general may institute a civil action to	641
enforce the requirements of divisions (B)(1), (2), and (3) of this	642
section in the court of common pleas of the county in this state	643
in which the principal office of the domestic public benefit	644
corporation is located or in the Franklin county court of common	645
pleas. In addition to any civil remedies that may exist under	646
common law or the Revised Code, a court may rescind the	647
transaction or grant injunctive relief or impose any combination	648
of these remedies.	649

(C) A corporation may be the surviving or new entity in a	650
merger or consolidation with one or more business corporations, or	651
a corporation may merge or consolidate into one or more business	652
corporations with a business corporation, a mutual benefit	653
corporation, or a foreign corporation as the surviving or new	654
entity, provided that the corporation complies with the provisions	655
of this section and sections 1702.42 and 1702.43 of the Revised	656
Code, as applicable to the corporation, and that the business	657
corporation complies with the provisions of section 1701.781 or	658
1701.791 of the Revised Code, as applicable to the business	659
corporation.	660

Sec. 1702.411.  (A)(1) Pursuant to an agreement of merger	661
between the constituent entities as provided in this section, a	662
domestic corporation and, if so provided, one or more additional	663
domestic or foreign entities, may be merged into a surviving	664
entity other than a domestic corporation. Pursuant to an agreement	665
of consolidation, a domestic corporation together with one or more	666
additional domestic or foreign entities may be consolidated into a	667
new entity other than a domestic corporation, to be formed by that	668
consolidation. The merger or consolidation must be permitted by	669
the chapter of the Revised Code under which each domestic	670
constituent entity exists and by the laws under which each foreign	671
constituent entity exists. The name of the surviving or new entity	672
may be the same as or similar to that of any constituent entity.	673

(2) To effect a merger or consolidation under this section,	674
the directors of each constituent domestic corporation shall	675
approve an agreement of merger or consolidation to be signed by	676
the chairperson of the board of directors, the president, or a	677
vice-president and by the secretary or an assistant secretary. The	678
agreement of merger or consolidation shall be approved or	679
otherwise authorized by or on behalf of each other constituent	680
entity in accordance with the laws under which it exists.	681

(3) The agreement of merger or consolidation shall set forth	682
all of the following:	683

(a) The name and the form of entity of each constituent	684
entity and the state under the laws of which each constituent	685
entity exists;	686

(b) In the case of a merger, that one or more specified	687
constituent entities will be merged into a specified surviving	688
foreign entity or surviving domestic entity other than a domestic	689
corporation or, in the case of a consolidation, that the	690
constituent entities will be consolidated into a new foreign	691
entity or domestic entity other than a domestic corporation.	692

(c) The terms of the merger or consolidation and the mode of	693
carrying those terms into effect;	694

(d) If the surviving or new entity is a foreign corporation,	695
all additional statements and matters, other than the name and	696
address of the statutory agent, that would be required by section	697
1702.41 of the Revised Code if the surviving or new corporation	698
were a domestic corporation;	699

(e) The name and the form of entity of the surviving or new	700
entity, the state under the laws of which the surviving entity	701
exists or the new entity is to exist, and the location of the	702
principal office of the surviving or new entity in that state;	703

(f) All statements and matters required to be set forth in an	704
agreement of merger or consolidation by the laws under which each	705
constituent entity exists and, in the case of a consolidation, the	706
new entity is to exist;	707

(g) The consent of the surviving or the new entity to be sued	708
and served with process in this state and the irrevocable	709
appointment of the secretary of state as its agent to accept	710
service of process in any proceeding in this state to enforce	711
against the surviving or new entity any obligation of any domestic	712
constituent corporation;	713

(h) If the surviving or new entity is a foreign corporation	714
that desires to transact business in this state as a foreign	715
corporation, a statement to that effect, together with a statement	716
regarding the appointment of a statutory agent and service of any	717
process, notice, or demand upon that statutory agent or the	718
secretary of state, as required when a foreign corporation applies	719
for a license to transact business in this state;	720

(i) If the surviving or new entity is a foreign limited	721
partnership that desires to transact business in this state as a	722
foreign limited partnership, a statement to that effect, together	723
with all of the information required under section 1782.49 of the	724
Revised Code when a foreign limited partnership registers to	725
transact business in this state;	726

(j) If the surviving or new entity is a foreign limited	727
liability company that desires to transact business in this state	728
as a foreign limited liability company, a statement to that	729
effect, together with all of the information required under	730
section 1705.54 of the Revised Code when a foreign limited	731
liability company registers to transact business in this state;	732

(k) If the surviving or new entity is a foreign	733
unincorporated association that desires to transact business in	734
this state as a foreign unincorporated association, a statement to	735
that effect, together with all of the information required under	736
section 1745.461 of the Revised Code when a foreign unincorporated	737
association registers to transact business in this state.	738

(4) The agreement of merger or consolidation also may set	739
forth any additional provision permitted by the laws of any state	740
under the laws of which any constituent entity exists, consistent	741
with the laws under which the surviving entity exists or the new	742
entity is to exist.	743

(B)(1) A merger or consolidation in which a domestic public	744
benefit corporation is one of the constituent entities shall be	745
approved by the court of common pleas of the county in this state	746
in which the principal office of the domestic public benefit	747
corporation is located in a proceeding of which the attorney	748
general's charitable law section has been given written notice by	749
certified mail within three days of the initiation of the	750
proceeding and in which proceeding the attorney general may	751
intervene as of right. No approval by the court under division	752
(B)(1) of this section is required if either of the following	753
applies:	754

(a) A public benefit entity is the surviving entity in the	755
case of a merger and continues to be a public benefit entity or is	756
the new entity in the case of a consolidation and continues to be	757
a public benefit entity.	758

(b) A public benefit entity is not the surviving entity in	759
the case of a merger or is not the new entity in the case of a	760
consolidation, and all of the following apply:	761

(i) On or prior to the effective date of the merger or	762
consolidation, assets with a value equal to the greater of the	763
fair market value of the net tangible and intangible assets,	764
including goodwill, of the domestic public benefit corporation or	765
the fair market value of the domestic public benefit corporation	766
if it is to be operated as a business concern are transferred or	767
conveyed to one or more persons that would have received its	768
assets under section 1702.49 of the Revised Code had it	769
voluntarily dissolved.	770

(ii) The domestic public benefit corporation returns,	771
transfers, or conveys any assets held by it upon a condition	772
requiring return, transfer, or conveyance, which condition occurs	773
by reason of the merger or consolidation, in accordance with that	774
condition.	775

(iii) The merger or consolidation is approved by a majority	776
of directors of the domestic public benefit corporation who will	777
not receive any financial or other benefit, directly or	778
indirectly, as a result of the merger or consolidation or by	779
agreement, and who are not and will not as a result of the merger	780
or consolidation become members, partners, or other owners,	781
however denominated, of, shareholders in, directors, officers,	782
managers, employees, agents, or other representatives of, or	783
consultants to, the surviving or new entity.	784

(2) At least twenty days before consummation of any merger or	785
consolidation of a domestic public benefit corporation pursuant to	786
division (B)(1)(b) of this section, written notice, including a	787
copy of the proposed plan of merger or consolidation, shall be	788
delivered to the attorney general's charitable law section. The	789
attorney general's charitable law section may review a proposed	790
merger or consolidation of a domestic public benefit corporation	791
under division (B)(1)(b) of this section. The attorney general may	792
require pursuant to section 109.24 of the Revised Code the	793
production of the documents necessary for review of a proposed	794
merger or consolidation under division (B)(1)(b) of this section.	795
The attorney general may retain at the expense of the domestic	796
public benefit corporation one or more experts, including an	797
investment banker, actuary, appraiser, certified public	798
accountant, or other expert, that the attorney general considers	799
reasonably necessary to provide assistance in reviewing a proposed	800
merger or consolidation under division (B)(1)(b) of this section.	801
The attorney general may extend the date of any merger or	802
consolidation of a domestic public benefit corporation under	803
division (B)(1)(b) of this section for a period not to exceed	804
sixty days and shall provide notice of that extension to the	805
domestic public benefit corporation. The notice shall set forth	806
the reasons necessitating the extension.	807

(3) No member, other than a member that is a public benefit	808
entity, or director of a domestic public benefit corporation in	809
that person's capacity as a member or director may receive or keep	810
anything as a result of a merger or consolidation other than	811
membership or directorship in the surviving or new public benefit	812
entity without the prior written consent of the attorney general	813
or of the court of common pleas of the county in this state in	814
which the principal office of the domestic public benefit	815
corporation is located that is obtained in a proceeding in which	816
the attorney general's charitable law section has been given	817
written notice by certified mail within three days of the	818
initiation of the proceeding and in which proceeding the attorney	819
general may intervene as of right. The court shall approve the	820
transaction if it is in the public interest.	821

(4) The attorney general may institute a civil action to	822
enforce the requirements of divisions (B)(1), (2), and (3) of this	823
section in the court of common pleas of the county in this state	824
in which the principal office of the domestic public benefit	825
corporation is located or in the Franklin county court of common	826
pleas. In addition to any civil remedies that may exist under	827
common law or the Revised Code, a court may rescind the	828
transaction or grant injunctive relief or impose any combination	829
of these remedies.	830

Sec. 1702.42.  (A) The directors of each constituent domestic	831
corporation, upon approving an agreement of merger or	832
consolidation, shall direct that the agreement be submitted to the	833
voting members entitled to vote on it at a meeting of voting	834
members of suchthat corporation held for that purpose, and	835
notice. Notice of the meeting shall be given to all members of the	836
constituent domestic corporation entitled to vote at the meeting.	837
The notice shall be accompanied by a copy or summary of the	838
material terms of the agreement.	839

(B)(1) At each meeting described in division (A) of this	840
section, a vote of the members shall be taken on the proposed	841
agreement. In order to be adopted, the agreement (, including any	842
amendments or additions to the agreement proposed at each such	843
meeting) must, shall receive the affirmative vote of a majority of	844
the voting members of each constituent domestic corporation	845
present at that meeting in person, by the use of authorized	846
communications equipment, by mail, or, if permitted, by proxy if a	847
quorum is present, or, if the articles or the regulations of that	848
corporation provide or permit, the affirmative vote of a greater	849
or lesser proportion or number of the voting members, and the	850
affirmative vote of the voting members of any particular class	851
that is required by the articles or the regulations of suchthat	852
corporation. If the agreement would effect or authorize any	853
particular corporate action that, under any applicable provision	854
of law or under the existing articles of one or more of the	855
constituent corporations, could be effected or authorized only by	856
or pursuant to a specified vote of votingthe members, the	857
agreement (, including any amendments or additions to the	858
agreement proposed at each such meeting) in order to, shall be	859
adopted must receiveby the same affirmative vote so specifiedas	860
would be required for that action.	861

(2) For purposes of division (B)(1) of this section,	862
participation by a voting member at a meeting through the use of	863
any of the means of communication described in that division	864
constitutes presence in person of that voting member at the	865
meeting for purposes of determining a quorum.	866

(C) At any time prior to the filing of the agreement, the	867
merger or consolidation may be abandoned by the directors of one	868
or more of the constituent domestic corporations or the comparable	869
representatives of any other constituent entity, if the power of	870
abandonment is conferred upon those directors either by the	871
agreement or by the same vote of voting members of each of the	872
constituent corporations and at the same meetings as those	873
referred to in division (B) of this section or at subsequent	874
meetingsor action as is required to adopt that agreement.	875

Sec. 1702.43.  (A) Upon adoption by each constituent	876
corporationentity of an agreement of merger or consolidation	877
pursuant to section 1702.421702.41 or 1702.451702.411 of the	878
Revised Code, a certificate of merger or consolidation, signed by	879
any authorized representative of each constituent corporation	880
entity, shall be filed with the secretary of state. The	881
certificate shall be on a form prescribed by the secretary of	882
state and shall set forth only the information required by this	883
section.	884

(1) The certificate of merger or consolidation shall set	885
forth all of the following:	886

(a) The name of each constituent entity and the state under	887
whose laws each constituent entity exists;	888

(b) A statement that each constituent entity has complied	889
with all of the laws under which it exists and that the laws	890
permit the merger or consolidation;	891

(c) The name and mailing address of the person or entity that	892
is to provide, in response to any written request made by a member	893
or other person, a copy of the agreement of merger or	894
consolidation;	895

(d) The effective date of the merger or consolidation, which	896
date may be on or after the date of the filing of the certificate;	897

(e) The signature of each representative authorized to sign	898
the certificate on behalf of each constituent entity and the	899
office each representative authorized to sign holds or the	900
capacity in which the representative is acting;	901

(f) A statement that the agreement of merger or consolidation	902
is authorized on behalf of each constituent entity and that each	903
person who signed the certificate on behalf of each entity is	904
authorized to do so;	905

(g) In the case of a merger, a statement that one or more	906
specified constituent entities will be merged into a specified	907
surviving entity or, in the case of a consolidation, a statement	908
that the constituent entities will be consolidated into a new	909
entity;	910

(h) In the case of a merger, if the surviving entity is a	911
foreign entity not licensed to transact business in this state,	912
the name and address of the statutory agent upon whom any process,	913
notice, or demand may be served;	914

(i) In the case of a consolidation, the name and address of	915
the statutory agent upon whom any process, notice, or demand	916
against any constituent entity or the new entity may be served.	917

(2) In the case of a consolidation into a new domestic	918
corporation, the articles of incorporation of the new domestic	919
corporation shall be filed with the certificate of consolidation	920
shall be accompanied by a copy of the articles of incorporation of	921
the new domestic corporation.	922

(3) In the case of a merger into a domestic corporation, any	923
amendments to the articles of incorporation of the surviving	924
domestic corporation shall be filed with the certificate of merger	925
shall be accompanied by a copy of any amendments to the articles	926
of incorporation of the surviving domestic corporation. Filing	927
requirements with respect to mergers and consolidations in which a	928
domestic corporation is not the surviving or resulting entity	929
shall be subject to division (B) of section 1702.43 of the Revised	930
Code.	931

(4) If the surviving or new entity is a foreign entity that	932
desires to transact business in this state as a foreign	933
corporation, limited liability company, limited partnership, or	934
unincorporated association, the certificate of merger or	935
consolidation shall contain a statement to that effect and a	936
statement with respect to the appointment of the statutory agent	937
and with respect to the consent to service of any process, notice,	938
or demand upon that statutory agent or the secretary of state, as	939
required when a foreign corporation applies for a certificate	940
authorizing it to transact business in this statebe accompanied	941
by the information required by division (A)(3)(h), (i), (j), or	942
(k) of section 1702.411 of the Revised Code, whichever is	943
applicable.	944

(5) If a domestic or foreign corporation licensed to transact	945
business in this state is a constituent entity and the surviving	946
or new entity resulting from the merger or consolidation is not a	947
domestic or foreign corporation that is to be licensed to transact	948
business in this state, the certificate of merger or consolidation	949
shall be accompanied by the affidavits, receipts, certificates, or	950
other evidence required by division (G) of section 1702.47 of the	951
Revised Code, with respect to each domestic corporation, and by	952
the affidavits, receipts, certificates, or other evidence required	953
by division (C) or (D) of section 1703.17 of the Revised Code,	954
with respect to each foreign constituent corporation licensed to	955
transact business in this state.	956

(B) If any constituent entity in a merger or consolidation is	957
organized or formed under the laws of a state other than this	958
state or under any chapter of the Revised Code other than this	959
chapter, there also shall be filed in the proper office all	960
documents that are required to be filed in connection with the	961
merger or consolidation by the laws of that state or by that	962
chapter.	963

(C) Upon the filing of a certificate of merger or	964
consolidation and other filings as described in division (B) of	965
this section, or at sucha later date asthat the certificate of	966
merger or consolidation specifies, the merger or consolidation	967
shall become effective.	968

(D) The secretary of state shall furnish, upon request and	969
payment of the fee specified in division (D) of section 111.16 of	970
the Revised Code, a certificate setting forth the name and form of	971
each constituent entity and the state under whose laws each	972
constituent entity existed prior to the merger or consolidation,	973
the name and form of the surviving or new entity and the state	974
under whose laws the surviving entity exists or the new entity is	975
to exist, the date of filing of the certificate of merger or	976
consolidation with the secretary of state, and the effective date	977
of the merger or consolidation. The certificate of the secretary	978
of state or a copy of the merger or consolidation certified by the	979
secretary of state may be filed for record in the office of the	980
recorder of any county in this state and, if filed, shall be	981
recorded in the records of deeds for that county. For that	982
recording, the county recorder shall charge and collect the same	983
fee as in the case of deeds.	984

Sec. 1702.44. (A) When sucha merger or consolidation	985
becomes effective, all of the following apply:	986

(A)(1) The separate existence of all theeach constituent	987
corporations, exceptentity other than the surviving or new	988
corporation,entity in a merger shall cease, except that, whenever	989
a conveyance, assignment, transfer, deed, or other instrument, or	990
act, is necessary to vest property or rights in the surviving or	991
new corporationentity, the officers, general partners, or other	992
authorized representatives of the respective constituent	993
corporationentities shall execute, acknowledge, and deliver such	994
those instruments, and do suchthose acts, and for such. For these	995
purposes, the existence of the constituent corporationsentities	996
and the authority of their respective officers and, directors	997
shall be deemed, general partners, or other authorized	998
representatives is continued notwithstanding the merger or	999
consolidation;	1000

(B) The constituent corporations shall become a single	1001
corporation which, in the case of a merger, shall be that one of	1002
the constituent corporations designated in the agreement of merger	1003
as the surviving corporation and, in the case of a consolidation,	1004
shall be the new corporation provided for in the agreement of	1005
consolidation;	1006

(C) The surviving or new corporation shall have all the	1007
rights, privileges, immunities, powers, franchises, and authority	1008
and shall be subject to all the obligations of a corporation	1009
formed under this chapter;	1010

(D).

1011

(2) In the case of a merger in which the surviving entity is	1012
a domestic corporation, the articles of the domestic surviving	1013
corporation in effect immediately prior to the time the merger	1014
becomes effective shall continue as its articles after the merger	1015
except as otherwise provided in the agreement of merger. In the	1016
case of a consolidation, the new entity exists when the	1017
consolidation becomes effective, and, if it is a domestic	1018
corporation, the articles contained in or provided for in the	1019
agreement of consolidation shall be its original articles.	1020

(3) The surviving or new corporation shall thereupon and	1021
thereafter possessentity possesses all assets and property of	1022
every description and every interest in the assets and property,	1023
wherever located, the rights, privileges, immunities, powers,	1024
franchises, and authority, as well of a public as well as of a	1025
private nature, of each of the constituent corporations; and all	1026
property of every description, and every interest thereinentity,	1027
and all obligations, of or belonging to or due to each of the	1028
constituent corporations, shall thereafter be taken and deemed to	1029
be transferred to andentity, all of which are vested in the	1030
surviving or new corporationentity without further act or deed;	1031
and any. Any right or interest in respect to any past or future	1032
devise, bequest, conditional gift, or trust, property, or fund	1033
restricted to particular uses, when vested in or claimed by such	1034
the surviving or new corporationentity as a result of suchthe	1035
merger or consolidation, shall belong to it as a continuation	1036
without interruption of the existence and identity of the	1037
constituent organizationentity originally named as taker or	1038
beneficiary; and. The surviving or new entity possesses title to	1039
any real estate, or any interest therein,in the real estate	1040
vested in any of the constituent corporationsentities. Title to	1041
any real estate or any interest in the real estate vested in any	1042
constituent entity shall not revert or in any way be impaired by	1043
reason of suchthe merger or consolidation;.	1044

(E) To the extent permitted by the laws of any other state in	1045
which any constituent corporation has property, the provisions of	1046
division (D) of this section apply in such state;	1047

(F)(4) The surviving or new corporation shall thenceforth be	1048
entity is liable for all of the obligations of each of the	1049
constituent corporations; and anyentity. Any claim existing or	1050
any action or proceeding pending by or against any of the	1051
constituent corporationsentity may be prosecuted to judgment,	1052
with right of appeal as in other cases, as if suchthe merger or	1053
consolidation had not taken place, or the surviving or new	1054
corporationentity may be substituted in its place;.	1055

(G)(5) All of the rights of creditors of each constituent	1056
corporation shall beentity are preserved unimpaired, and all	1057
liens upon the property of any of the constituent corporations	1058
shall beentity are preserved unimpaired, limited in lien toon	1059
only the property affected by suchthose liens immediately prior	1060
to the effective date of the merger or consolidation;	1061

(H) The agreement shall operate as amended articles in the	1062
case of a merger and as original articles in the case of	1063
consolidation. If a general partner of a constituent partnership	1064
is not a general partner of the surviving entity or the new entity	1065
resulting from the merger or consolidation, the former general	1066
partner has no liability for any obligation incurred after the	1067
merger or consolidation except to the extent that a former	1068
creditor of the constituent partnership in which the former	1069
general partner was a partner extends credit to the surviving or	1070
new entity reasonably believing that the former general partner	1071
continued as a general partner of the surviving or new entity.	1072

(B) If a general partner of a constituent partnership is not	1073
a general partner of the surviving entity or the new entity	1074
resulting from the merger or consolidation, division (B) of	1075
section 1782.434 of the Revised Code applies.	1076

(C) In the case of a merger of a domestic constituent	1077
corporation into a foreign surviving corporation, limited	1078
liability company, limited partnership, or unincorporated	1079
association that is not licensed or registered to transact	1080
business in this state or in the case of a consolidation of a	1081
domestic constituent corporation into a new foreign corporation,	1082
limited liability company, limited partnership, or unincorporated	1083
association, if the surviving or new entity intends to transact	1084
business in this state and the certificate of merger or	1085
consolidation is accompanied by the information described in	1086
division (A)(4) of section 1702.43 of the Revised Code, the	1087
surviving or new entity shall be considered on the effective date	1088
of the merger or consolidation to have complied with the	1089
requirements for procuring a license or for registering to	1090
transact business in this state as a foreign corporation, limited	1091
liability company, limited partnership, or unincorporated	1092
association, as the case may be. In that case, a copy of the	1093
certificate of merger or consolidation certified by the secretary	1094
of state constitutes the license certificate prescribed by the	1095
laws of this state for a foreign corporation transacting business	1096
in this state or the application for registration prescribed for a	1097
foreign limited partnership, limited liability company, or	1098
unincorporated association.	1099

(D) Any action to set aside any merger or consolidation on	1100
the ground that any section of the Revised Code applicable to the	1101
merger or consolidation has not been complied with shall be	1102
brought within ninety days after the effective date of that merger	1103
or consolidation or be forever barred.	1104

(E) As used in this section, "corporation" or "entity"	1105
applies to both domestic and foreign corporations or entities if	1106
the context so permits. In the case of a foreign constituent	1107
entity or a foreign new entity, this section is subject to the	1108
laws of the state under the laws of which the entity exists or in	1109
which it has property.	1110

Sec. 1702.46. (A) Upon the filing of the certificate of	1111
merger or consolidation in compliance with the laws of each state	1112
under the laws of which any constituent corporationentity exists,	1113
or at suchany later date asthat the certificate specifies, the	1114
merger or consolidation shall become effective.	1115

(B) The effect of such merger or consolidation, if the	1116
surviving or new corporation is to be a domestic corporation,	1117
shall be the same as in the case of the merger or consolidation of	1118
domestic corporations. If the surviving or new corporation is to	1119
be a foreign corporation:	1120

(1) The surviving or new corporation shall thenceforth be	1121
liable for all the obligations of each of the constituent	1122
corporations;	1123

(2) All the rights of creditors of each constituent	1124
corporation shall be preserved unimpaired, and all liens upon the	1125
property of any of the constituent corporations shall be preserved	1126
unimpaired, limited in lien to the property affected by such liens	1127
immediately prior to the effective date of the merger or	1128
consolidation;	1129

(3) The effect of such merger or consolidation shall, in all	1130
other respects, be the same as in the case of the merger or	1131
consolidation of domestic corporations except insofar as the laws	1132
of such other state otherwise provide.	1133

(C) If the surviving or new corporation is to be a foreign	1134
corporation and if the certificate states that the surviving or	1135
new corporation desires to exercise its corporate privileges in	1136
this state as a foreign corporation in a continual course of	1137
transactions, the surviving or new corporation shall, when the	1138
merger or consolidation becomes effective, be deemed to have	1139
complied with the requirements for procuring a certificate	1140
authorizing it to do so, and a copy of the certificate of merger	1141
or consolidation, certified by the secretary of state of this	1142
state, shall be considered and accepted as the license certificate	1143
prescribed by the laws of this state for a foreign corporation	1144
exercising its corporate privileges in this state in a continual	1145
course of transactions.	1146

Sec. 1702.462.  (A) Upon the adoption of a declaration of	1147
conversion pursuant to section 1702.461 of the Revised Code, or at	1148
a later time as authorized by the declaration of conversion, a	1149
certificate of conversion that is signed by an authorized	1150
representative of the converting entity shall be filed with the	1151
secretary of state. The certificate shall be on a form prescribed	1152
by the secretary of state and shall set forth only the information	1153
required under division (B) of this section.	1154

(B)(1) The certificate of conversion shall set forth all of	1155
the following:	1156

(a) The name and form of entity of the converting entity and	1157
the state under the laws of which the converting entity exists;	1158

(b) A statement that the converting entity has complied with	1159
all of the laws under which it exists and that the laws permit the	1160
conversion;	1161

(c) The name and mailing address of the person or entity that	1162
is to provide a copy of the declaration of conversion in response	1163
to any written request made by a member of the converting entity;	1164

(d) The effective date of the conversion, which date may be	1165
on or after the date of the filing of the certificate pursuant to	1166
this section;	1167

(e) The signature of the representative or representatives	1168
authorized to sign the certificate on behalf of the converting	1169
entity and the office held or the capacity in which the	1170
representative is acting;	1171

(f) A statement that the declaration of conversion is	1172
authorized on behalf of the converting entity and that each person	1173
signing the certificate on behalf of the converting entity is	1174
authorized to do so;	1175

(g) The name and the form of the converted entity and the	1176
state under the laws of which the converted entity will exist;	1177

(h) If the converted entity is a foreign entity that will not	1178
be licensed in this state, the name and address of the statutory	1179
agent upon whom any process, notice, or demand may be served.	1180

(2) In the case of a conversion into a limited liability	1181
company, limited partnership, or other partnership, any	1182
organizational document, including a designation of agent, that	1183
would be filed upon the creation of the new entity shall be filed	1184
with the certificate of conversion.	1185

(3) If the converted entity is a foreign entity that desires	1186
to transact business in this state, the certificate of conversion	1187
shall be accompanied by the information required by divisions	1188
(B)(1)(c)(ii) and (iii) of section 1702.461 of the Revised Code.	1189

(4) If a foreign or domestic corporation licensed to transact	1190
business in this state is the converting entity, the certificate	1191
of conversion shall be accompanied by the affidavits, receipts,	1192
certificates, or other evidence required by division (G) of	1193
section 1702.47 of the Revised Code, with respect to a converting	1194
domestic corporation, andor by the affidavits, receipts,	1195
certificates, or other evidence required by division (C) or (D) of	1196
section 1703.17 of the Revised Code with respect to a foreign	1197
corporation.	1198

(C) If the converting entity or the converted entity is	1199
organized or formed under the laws of a state other than this	1200
state or under any chapter of the Revised Code other than this	1201
chapter, all documents required to be filed in connection with the	1202
conversion by the laws of that state or that chapter shall be	1203
filed in the proper office.	1204

(D) Upon the filing of a certificate of conversion and other	1205
filings required by division (C) of this section or at any later	1206
date that the certificate of conversion specifies, the conversion	1207
is effective, subject to the limitation that no conversion shall	1208
be effective if there are reasonable grounds to believe that the	1209
conversion would render the converted entity unable to pay its	1210
obligations as they become due in the usual course of its affairs.	1211

(E) The secretary of state shall furnish, upon request and	1212
payment of the fee specified in division (K)(2) of section 111.16	1213
of the Revised Code, the secretary of state's certificate setting	1214
forth all of the following:	1215

(1) The name and form of entity of the converting entity and	1216
the state under the laws of which it existed prior to the	1217
conversion;	1218

(2) The name and form of entity of the converted entity and	1219
the state under the laws of which it will exist;	1220

(3) The date of filing of the certificate of conversion with	1221
the secretary of state and the effective date of the conversion.	1222

(F) The certificate of the secretary of state, or a copy of	1223
the certificate of conversion certified by the secretary of state,	1224
may be filed for record in the office of the recorder of any	1225
county in this state and, if filed, shall be recorded in the	1226
records of deeds for that county. For the recording, the county	1227
recorder shall charge and collect the same fee as in the case of	1228
deeds.	1229

Sec. 1745.05.  As used in this chapter, unless the context	1230
otherwise requires:	1231

(A) "Authorized communications equipment" means any	1232
communications equipment that provides a transmission, including,	1233
but not limited to, by telephone, telecopy, or any electronic	1234
means, from which it can be determined that the transmission was	1235
authorized by, and accurately reflects the intention of, the	1236
member or manager involved and, with respect to meetings, allows	1237
all persons participating in the meeting to contemporaneously	1238
communicate with each other.	1239

(B)(1) "Entity" means any of the following:

1240

(a) An unincorporated nonprofit association existing under	1241
the laws of this state or any other state;	1242

(b) A nonprofit corporation existing under the laws of this	1243
state or any other state;	1244

(c) A for profit corporation existing under the laws of this	1245
state or any other state;	1246

(d) Any of the following organizations existing under the	1247
laws of this state, the United States, or any other state:	1248

(i) An unincorporated business or for profit organization,	1249
including a general or limited partnership;	1250

(ii) A limited liability company;

1251

(iii) Any other legal or commercial entity the formation and	1252
operation of which is governed by statute.	1253

(2) "Entity" includes a domestic or foreign entity.

1254

(C) "Established practices" means the practices used by an	1255
unincorporated nonprofit association without material change	1256
during the most recent five years of its existence or, if it has	1257
existed for less than five years, during its entire existence.	1258

(D) "Governing principles" means all agreements, whether	1259
oral, in a record, or implied from its established practices, or	1260
any combination of them, that govern the purpose or operation of	1261
an unincorporated nonprofit association and the rights and	1262
obligations of its members and managers. "Governing principles"	1263
includes any amendment or restatement of the agreements	1264
constituting the governing principles.	1265

(E) "Internal Revenue Code" means the "Internal Revenue Code	1266
of 1986," 100 Stat. 2085, 26 U.S.C. 1, as amended.	1267

(F) "Manager" means a person, irrespective of the person's	1268
designation as director or other designation, that is responsible,	1269
alone or in concert with others, for the management of an	1270
unincorporated nonprofit association as stated in division (E) of	1271
section 1745.32 of the Revised Code.	1272

(G) "Member" means a person that, under the governing	1273
principles of an unincorporated nonprofit association, is entitled	1274
to participate in the selection of persons authorized to manage	1275
the affairs of the association or in the adoption of the policies	1276
and activities of the association.	1277

(H) "Mutual benefit association" means any unincorporated	1278
nonprofit association organized under this chapter other than a	1279
public benefit association.	1280

(I) "Person" means an individual, corporation, business	1281
trust, statutory entity trust, estate, trust, partnership, limited	1282
liability company, cooperative, association, joint venture, public	1283
corporation, government or governmental subdivision, agency, or	1284
instrumentality, two or more persons having a joint or common	1285
interest, or any other legal or commercial entity.	1286

(J) "Public benefit association" means an unincorporated	1287
nonprofit association that is exempt from federal income taxation	1288
under section 501(c)(3) of the Internal Revenue Code or is	1289
organized for a public or charitable purpose and that upon	1290
dissolution must distribute its assets to a public benefit	1291
association, the United States, a state or any political	1292
subdivision of a state, or a person that is recognized as exempt	1293
from federal income taxation under section 501(c)(3) of the	1294
Internal Revenue Code.	1295

(K) "Public benefit entity" means an entity that is	1296
recognized as exempt from federal income taxation under section	1297
501(c)(3) of the Internal Revenue Code or is organized for a	1298
public or charitable purpose and that upon dissolution must	1299
distribute its assets to a public benefit entity, the United	1300
States, a state or any political subdivision of a state, or a	1301
person that is recognized as exempt from federal income taxation	1302
under section 501(c)(3) of the Internal Revenue Code. "Public	1303
benefit entity" does not include an entity that is organized by	1304
one or more municipal corporations to further a public purpose	1305
that is not a charitable purpose.	1306

(L) "Record" means information that is inscribed on a	1307
tangible medium or that is stored in an electronic or other medium	1308
and is retrievable in perceivable form.	1309

(M) "Unincorporated nonprofit association" means an	1310
unincorporated organization, consisting of two or more members	1311
joined by mutual consent pursuant to an agreement, written, oral,	1312
or inferred from conduct, for one or more common, nonprofit	1313
purposes. "Unincorporated nonprofit association" does not include	1314
any of the following:	1315

(1) A trust;

1316

(2) A marriage, domestic partnership, common law	1317
relationship, or other domestic living arrangement;	1318

(3) An organization that is formed under any other statute	1319
that governs the organization and operation of unincorporated	1320
associations;	1321

(4) A joint tenancy, tenancy in common, or tenancy by the	1322
entireties notwithstanding that the co-owners share use of the	1323
property for a nonprofit purpose;	1324

(5) A religious organization that operates according to the	1325
rules, regulations, canons, discipline, or customs established by	1326
the organization, including any ministry, apostolate, committee,	1327
or group within that organization.	1328

(N)(1) Subject to division (N)(2) of this section,	1329
"volunteer" means a manager, officer, member, or agent of an	1330
unincorporated nonprofit association, or another person acting for	1331
the association, who satisfies both of the following:	1332

(a) Performs services for or on behalf of, and under the	1333
authority or auspices of, that unincorporated nonprofit	1334
association;	1335

(b) Does not receive compensation, either directly or	1336
indirectly, for performing those services.	1337

(2) For purposes of division (N)(1) of this section,	1338
"compensation" does not include any of the following:	1339

(a) Actual and necessary expenses that are incurred by a	1340
volunteer in connection with the services performed for an	1341
unincorporated nonprofit association and that are reimbursed to	1342
the volunteer or otherwise paid;	1343

(b) Insurance premiums paid on behalf of a volunteer, and	1344
amounts paid or reimbursed, pursuant to divisions (A) and (G) of	1345
section 1745.43 of the Revised Code;	1346

(c) Modest perquisites.

1347

Sec. 1745.06.  (A) Principles of law and equity supplement	1348
this chapter unless displaced by a particular provision of this	1349
chapter.	1350

(B) A statute in this state governing a particular type of	1351
unincorporated nonprofit association prevails over an inconsistent	1352
provision in this chapter to the extent of the inconsistency.	1353

(C) This chapter supplements all regulatory laws that are	1354
applicable to nonprofit organizations operating in this state. In	1355
the event of a conflict, those regulatory laws prevail.	1356

Sec. 1745.07.  (A) Except as otherwise provided in division	1357
(B) of this section, the law of this state governs all	1358
unincorporated nonprofit associations formed or operating in this	1359
state.	1360

(B) Unless the governing principles of an unincorporated	1361
nonprofit association specify a different jurisdiction, the law of	1362
the jurisdiction in which the association has its main place of	1363
activities governs the internal affairs of the association.	1364

Sec. 1745.08.  All of the following apply to an	1365
unincorporated nonprofit association:	1366

(A) It is a legal entity distinct from its members and	1367
managers.	1368

(B) It has perpetual duration unless its governing principles	1369
specify otherwise.	1370

(C) It has the same powers as an individual to do all things	1371
necessary or convenient to carry on its activities.	1372

(D) It may engage in profit-making activities, but any	1373
profits from those activities shall be used or set aside for the	1374
association's nonprofit purposes.	1375

Sec. 1745.09.  An unincorporated nonprofit association may	1376
acquire, hold, encumber, or transfer in its name an estate or	1377
interest in real or personal property. An unincorporated nonprofit	1378
association may be a legatee, a devisee, or a beneficiary of a	1379
trust or contract. All property acquired by an unincorporated	1380
nonprofit association by purchase, gift, devise, bequest, or	1381
otherwise shall be the absolute property of the association,	1382
unless it is otherwise specified in writing at the time of	1383
acquiring that property.	1384

Sec. 1745.10.  A debt, obligation, or other liability of an	1385
unincorporated nonprofit association, whether arising in contract,	1386
tort, or otherwise, is solely the debt, obligation, or other	1387
liability of the association and does not become the debt,	1388
obligation, or other liability of a member or manager solely	1389
because the member acts as a member or the manager acts as a	1390
manager. A person's status as a member or a manager of an	1391
unincorporated nonprofit association does not prevent or restrict	1392
any law other than this chapter from imposing liability on the	1393
person or association because of the person's conduct.	1394

Sec. 1745.11.  An unincorporated nonprofit association has	1395
the capacity to sue and be sued in its own name. A member or a	1396
manager of an unincorporated nonprofit association may assert a	1397
claim that the member or manager has against the association. An	1398
unincorporated nonprofit association may assert a claim that it	1399
has against a member or a manager of the association.	1400

Sec. 1745.12.  All assets, property, funds, and rights or	1401
interests, at law or in equity, of any unincorporated nonprofit	1402
association shall be subject to judgment, execution, and other	1403
process. A money judgment against an unincorporated nonprofit	1404
association shall be enforced only against the association as an	1405
entity and shall not be enforceable against the property of any	1406
manager or member of the association.	1407

Sec. 1745.13.  (A) An unincorporated nonprofit association	1408
may file in the office of the secretary of state a statement	1409
appointing an agent authorized to receive service of process. The	1410
agent may be a natural person who is a resident of this state or	1411
may be a for profit domestic corporation or a for profit foreign	1412
corporation holding a license as such under the laws of this state	1413
and that has a business address in this state. The statement	1414
appointing an agent shall set forth the name of the unincorporated	1415
nonprofit association and the name and address in this state of	1416
the agent, including the street and number or other particular	1417
description, and shall otherwise be in the form that the secretary	1418
of state prescribes. The secretary of state shall keep a record of	1419
the names of all unincorporated nonprofit associations that have	1420
filed a statement appointing an agent authorized to receive	1421
service of process and the names and addresses of their respective	1422
agents.	1423

(B) A statement appointing an agent authorized to receive	1424
service of process under division (A) of this section shall be	1425
signed by a person authorized to manage the affairs of the	1426
unincorporated nonprofit association. The statement also shall be	1427
signed by the person appointed as agent who accepts the	1428
appointment. The appointed agent may resign by filing with the	1429
secretary of state, on a form prescribed by the secretary of	1430
state, a written notice to that effect that is signed by the agent	1431
and by sending a copy of the notice to the association at the	1432
current or last known address of its principal office on or prior	1433
to the date that the notice is filed with the secretary of state.	1434
Upon the expiration of thirty days after the filing, the authority	1435
of the agent shall terminate.	1436

(C) An unincorporated nonprofit association may revoke the	1437
appointment of an agent by filing with the secretary of state on a	1438
form prescribed by the secretary of state a written appointment of	1439
another agent and a statement that the appointment of the former	1440
agent is revoked.	1441

Sec. 1745.14.  In an action or proceeding against an	1442
unincorporated nonprofit association, a summons and complaint or	1443
other process may be served on an agent authorized by appointment	1444
to receive service of process or a manager of the association or	1445
in any other manner authorized by the law of this state.	1446

Sec. 1745.15.  An action or proceeding against an	1447
unincorporated nonprofit association does not abate merely because	1448
of a change in its members or managers.	1449

Sec. 1745.16.  Unless otherwise provided by law, the venue of	1450
an action against an unincorporated nonprofit association brought	1451
in this state shall be determined under the statutes applicable to	1452
an action brought in this state against a nonprofit corporation.	1453

Sec. 1745.17. A member of an unincorporated nonprofit	1454
association is not an agent of the association solely by reason of	1455
being a member.	1456

Sec. 1745.18. Except as otherwise provided in its governing	1457
principles, an unincorporated nonprofit association shall have the	1458
approval of its members to do any of the following:	1459

(A) Admit, suspend, dismiss, or expel a member;

1460

(B) Select or dismiss a manager;

1461

(C) Adopt, amend, or repeal its governing principles;

1462

(D) Sell, lease, exchange, or otherwise dispose of all or	1463
substantially all of the association's property, with or without	1464
the association's goodwill, outside the ordinary course of its	1465
activities;	1466

(E) Dissolve under section 1745.50 of the Revised Code or	1467
merge or consolidate under section 1745.46 or 1745.461 of the	1468
Revised Code;	1469

(F) Undertake any other act outside the ordinary course of	1470
the association's activities if the association has annual gross	1471
receipts of less than twenty-five thousand dollars;	1472

(G) Determine the purposes of the association and, if the	1473
association has annual gross receipts of less than twenty-five	1474
thousand dollars, determine the policies of the association;	1475

(H) Do any other act or exercise any right that requires	1476
action by the members under the governing principles.	1477

Sec. 1745.19. (A) Unless another form of notice is required	1478
by the governing principles of an unincorporated nonprofit	1479
association or by applicable law, any notice required by this	1480
chapter shall be in writing and shall be delivered personally or	1481
sent by telegram, by the use of authorized communications	1482
equipment, or by United States mail, express mail, or courier	1483
service, with postage or fees prepaid.	1484

(B) In computing the period of time for the giving of a	1485
notice required or permitted under this chapter or under the	1486
governing principles of an unincorporated nonprofit association or	1487
a resolution of its members or managers, the day on which the	1488
notice is given shall be excluded, and the day when the act for	1489
which the notice is given is to be done shall be included, unless	1490
the instrument calling for the notice provides otherwise. If	1491
notice is given by personal delivery or transmitted by telegram or	1492
by the use of authorized communications equipment, the notice	1493
shall be considered to have been given when it is delivered or	1494
transmitted. If notice is sent by United States mail, express	1495
mail, or courier service, the notice shall be considered to have	1496
been given when it is deposited in the mail or with the courier	1497
service.	1498

(C) A written notice or report delivered as part of a	1499
newsletter, magazine, or other publication regularly sent to	1500
members shall constitute a written notice or report if addressed	1501
or delivered to the member's address shown in the unincorporated	1502
nonprofit association's current list of members, or, in the case	1503
of members who are residents of the same household and who have	1504
the same address in the association's current list of members, if	1505
addressed or delivered to one of those members at the address	1506
appearing on the association's current list of members.	1507

Sec. 1745.20. (A) An unincorporated nonprofit association	1508
shall maintain a record of its members containing the name and	1509
address of each member and, if members are classified, the class	1510
to which the member belongs.	1511

(B) A member of an unincorporated nonprofit association may	1512
be suspended, dismissed, or expelled as provided in division (A)	1513
of section 1745.29 of the Revised Code or may resign as provided	1514
in division (A) of section 1745.30 of the Revised Code. Upon the	1515
suspension or termination of membership, that fact and the date of	1516
the suspension or termination shall be recorded in the	1517
association's membership records.	1518

(C) Unless the governing principles provide otherwise, all	1519
rights and privileges of a member in an unincorporated nonprofit	1520
association and its property shall cease on termination of	1521
membership.	1522

(D) Whenever the number of members of an unincorporated	1523
nonprofit association that, under the law or its governing	1524
principles, must have a specified number of members is reduced	1525
below the specified number, the unincorporated nonprofit	1526
association shall not be required because of that reduction to	1527
cease carrying on its activities, but the continuing members may	1528
fill all vacancies.	1529

(E) Unless otherwise provided in the governing principles of	1530
an unincorporated nonprofit association, all members have the same	1531
membership rights and privileges.	1532

(F) All members of an unincorporated nonprofit association	1533
shall exercise their membership rights and privileges consistent	1534
with the obligation of good faith and fair dealing.	1535

Sec. 1745.21. (A) Unless the governing principles provide	1536
otherwise, meetings of voting members of an unincorporated	1537
nonprofit association may be called by any of the following:	1538

(1) The president or, in case of the president's absence,	1539
death, or disability, the vice-president authorized to exercise	1540
the authority of the president;	1541

(2) The manager or managers by action at a meeting, or a	1542
majority of the managers acting without a meeting;	1543

(3) The lesser of ten per cent of the voting members or	1544
twenty-five of the voting members, unless the governing principles	1545
specify for that purpose a smaller or larger proportion or number,	1546
but not in excess of fifty per cent of the voting members;	1547

(4) Any other officers or persons that the governing	1548
principles authorize to call those meetings.	1549

(B) If so provided in the governing principles, meetings of	1550
voting members may be held either within or outside this state or	1551
solely by means of authorized communications equipment.	1552

(C) Unless the governing principles provide otherwise, the	1553
voting members and proxyholders who are not physically present at	1554
a meeting of voting members may attend the meeting by the use of	1555
authorized communications equipment that enables the voting	1556
members and proxyholders an opportunity to participate in the	1557
meeting and to vote on matters submitted to the voting members,	1558
including an opportunity to read or hear the proceedings of the	1559
meeting, participate in the proceedings, and contemporaneously	1560
communicate with the persons who are physically present at the	1561
meeting. Any voting member who uses authorized communications	1562
equipment under this division is considered to be present in	1563
person at the meeting whether the meeting is held at a designated	1564
place or solely by means of authorized communications equipment.	1565
The members or managers may adopt procedures and guidelines for	1566
the use of authorized communications equipment in connection with	1567
a meeting of voting members to permit the unincorporated nonprofit	1568
association to verify that a person is a voting member or	1569
proxyholder and to maintain a record of any vote or other action	1570
taken at the meeting.	1571

Sec. 1745.22. Unless the governing principles provide for	1572
notice of meetings otherwise than as provided in this section,	1573
written notice stating the place, if any, and the time of a	1574
meeting, the means, if any, by which the voting members can be	1575
present and vote at the meeting through the use of authorized	1576
communications equipment, and in case of a special meeting the	1577
purpose or purposes for which the meeting is called, shall be	1578
given in the manner described in section 1745.19 of the Revised	1579
Code, to each member entitled to notice of the meeting not less	1580
than ten and not more than sixty days before the date of the	1581
meeting. The notice of the meeting shall be given by or at the	1582
direction of the president, the secretary, or any other person	1583
required or permitted by the governing principles to give notice	1584
or by the officers or persons calling the meeting. If mailed or	1585
sent by overnight delivery service, that notice shall be addressed	1586
to the member at the member's address as it appears on the records	1587
of the unincorporated nonprofit association. If sent by means of	1588
authorized communications equipment, that notice shall be sent to	1589
the address furnished by the voting member for transmissions by	1590
authorized communications equipment. Notice of adjournment of a	1591
meeting need not be given if the place, if any, and the time to	1592
which it is adjourned and the procedure by which the voting	1593
members can be present and vote at the adjourned meeting through	1594
the use of authorized communications equipment are fixed and	1595
announced at the meeting.	1596

Sec. 1745.23. (A) Notice of the place, if any, the time, and	1597
the purpose or purposes of any meeting of voting members or	1598
managers, as the case may be, whether required by law or the	1599
governing principles may be waived in writing, either before or	1600
after the holding of that meeting, by any member or any manager.	1601
That writing shall be filed with or entered upon the records of	1602
the meeting. A transmission by authorized communications equipment	1603
that contains a waiver is a writing for purposes of this division.	1604

(B) If a member or manager attends a meeting described in	1605
division (A) of this section without protesting prior to or at the	1606
commencement of the meeting, then the lack of proper notice shall	1607
be considered to be a waiver by the member or manager of notice of	1608
the meeting.	1609

(C) Unless the governing principles provide otherwise, a	1610
member shall be considered in attendance at a meeting described in	1611
division (A) of this section if the member is present in person,	1612
by the use of authorized communications equipment, by mail, or, if	1613
permitted, by proxy. Unless the governing principles provide	1614
otherwise, a manager shall be considered in attendance at a	1615
meeting described in division (A) of this section if the manager	1616
is present in person or by the use of authorized communications	1617
equipment.	1618

Sec. 1745.24. Unless the governing principles provide	1619
otherwise, the following apply:	1620

(A) The voting members present in person, by the use of	1621
authorized communications equipment, by mail, or, if permitted, by	1622
proxy at any meeting of voting members shall constitute a quorum	1623
for the meeting.	1624

(B) The affirmative vote of a majority of the voting members	1625
present at a meeting at which a quorum is present as provided in	1626
division (A) of this section shall be necessary for the	1627
authorization or taking of any action voted upon by the members,	1628
except that no action required by law or by the governing	1629
principles to be authorized or taken by a specified proportion or	1630
number of the voting members or of any class of voting members may	1631
be authorized or taken by a lesser proportion or number.	1632

Sec. 1745.25. (A) Except as otherwise provided in the	1633
governing principles, each member, regardless of class, shall be	1634
entitled to one vote on each matter properly submitted to the	1635
members for their vote, consent, waiver, release, or other action.	1636

(B) Unless the governing principles provide otherwise, voting	1637
at elections and votes on other matters may be conducted by mail	1638
or by the use of authorized communications equipment.	1639

(C) Participation by a member in a meeting through the use of	1640
any of the means of communication described in division (B) of	1641
this section constitutes presence in person of that member at the	1642
meeting. The members or managers may adopt procedures and	1643
guidelines for the use of authorized communications equipment to	1644
permit the unincorporated nonprofit association to verify that a	1645
person is a voting member and to maintain a record of any vote.	1646

(D) Unless the governing principles provide otherwise, no	1647
member who is a natural person shall vote or act by proxy.	1648

Sec. 1745.26. Whenever with respect to the authorization or	1649
taking of any action by the members or the managers the governing	1650
principles require the vote, consent, waiver, or release of a	1651
greater proportion or number of the members or the managers than	1652
that otherwise required by law with respect to that authorization	1653
or taking of the action, the provisions of the governing	1654
principles shall control.	1655

Sec. 1745.27. The authorization or taking of any action by	1656
vote, consent, waiver, or release of the members may be rescinded	1657
or revoked by the same vote, consent, waiver, or release as at the	1658
time of rescission or revocation would be required to authorize or	1659
take that action in the first instance, subject to the contract	1660
rights of other persons.	1661

Sec. 1745.28. (A) Unless the governing principles prohibit	1662
the authorization or taking of any action of the members or the	1663
managers without a meeting, any action that may be authorized or	1664
taken at a meeting of the members or the managers, as the case may	1665
be, may be authorized or taken without a meeting with the	1666
affirmative vote or approval of, and in a writing or writings	1667
signed by, all of the members or all of the managers, as the case	1668
may be, who would be entitled to notice of a meeting for that	1669
purpose, or, in the case of members, any other proportion or	1670
number of voting members, not less than a majority, that the	1671
governing principles permit. The writing or writings described in	1672
this division shall be filed with or entered upon the records of	1673
the unincorporated nonprofit association. Any certificate with	1674
respect to the authorization or taking of any action described in	1675
this division that is required to be filed in the office of the	1676
secretary of state shall recite that the authorization or taking	1677
of that action was in a writing or writings approved and signed as	1678
specified in this section.	1679

(B) Any transmission by authorized communications equipment	1680
that contains an affirmative vote or approval of the person	1681
described in division (A) of this section is a signed writing for	1682
purposes of this section. The date on which that transmission by	1683
authorized communications equipment is sent is the date on which	1684
the writing is signed.	1685

Sec. 1745.29. (A) A person becomes a member of an	1686
unincorporated nonprofit association and may be suspended,	1687
dismissed, or expelled in accordance with the association's	1688
governing principles. If there are no applicable governing	1689
principles, a person may become a member or be suspended,	1690
dismissed, or expelled from an unincorporated nonprofit	1691
association by a vote of its members. A person may not be admitted	1692
as a member of an unincorporated nonprofit association without the	1693
person's consent.	1694

(B) Unless the governing principles provide otherwise, the	1695
suspension, dismissal, or expulsion of a member of an	1696
unincorporated nonprofit association does not relieve the member	1697
from any unpaid capital contribution, dues, assessments, fees, or	1698
other obligation incurred or commitment made by the member before	1699
the suspension, dismissal, or expulsion.	1700

Sec. 1745.30.  (A) A member may resign from membership in an	1701
unincorporated nonprofit association in accordance with the	1702
governing principles. In the absence of applicable governing	1703
principles, a member may resign at any time.	1704

(B) Unless the governing principles provide otherwise,	1705
resignation of a member of an unincorporated nonprofit association	1706
does not relieve the member from any unpaid capital contribution,	1707
dues, assessments, fees, or other obligation incurred or	1708
commitment made by the member before the resignation.	1709

Sec. 1745.31.  Except as otherwise provided in the governing	1710
principles, any interest or right of the member under the	1711
governing principles is not transferable.	1712

Sec. 1745.32. Except as otherwise provided in this chapter or	1713
the governing principles, all of the following apply:	1714

(A) The members of an unincorporated nonprofit association	1715
may select the manager or managers.	1716

(B) A manager may be a member of the association.

1717

(C) If no manager is selected, all members are managers.

1718

(D) Each manager has equal rights in the management and	1719
conduct of the association's activities.	1720

(E) All matters relating to the association's activities are	1721
decided by its managers, except for those matters reserved for	1722
approval by members as specified in section 1745.18 of the Revised	1723
Code.	1724

(F) A difference among managers is decided by a majority of	1725
the managers.	1726

Sec. 1745.33. (A) Except when the law or the governing	1727
principles require that action be otherwise authorized or taken,	1728
all of the authority of an unincorporated nonprofit association	1729
shall be exercised by or under the direction of its manager or	1730
managers.	1731

(B) The only fiduciary duties a manager owes to the	1732
association are the duties set forth in this division. The duties	1733
of a manager are to act in good faith, in a manner the manager	1734
reasonably believes to be in or not opposed to the best interests	1735
of the unincorporated nonprofit association, and with the care	1736
that an ordinarily prudent person in a similar position would use	1737
under similar circumstances. A manager serving on a committee of	1738
managers is acting as a manager.	1739

(C) In performing the duties of a manager, a manager is	1740
entitled to rely on information, opinions, reports, or statements,	1741
including financial statements and other financial data, that are	1742
prepared or presented by any of the following:	1743

(1) One or more managers, officers, or employees of the	1744
association who the manager reasonably believes are reliable and	1745
competent in the matters prepared or presented;	1746

(2) Counsel, public accountants, or other persons as to	1747
matters that the manager reasonably believes are within the	1748
person's professional or expert competence;	1749

(3) A committee of the managers in which the manager does not	1750
serve, duly established in accordance with a provision of the	1751
governing principles as to matters within its designated	1752
authority, which committee the manager reasonably believes to	1753
merit confidence.	1754

(D) For purposes of division (B) of this section, the	1755
following apply:	1756

(1) A manager shall not be found to have failed to perform	1757
the manager's duties in accordance with that division, unless it	1758
is proved by clear and convincing evidence in an action brought	1759
against the manager that the manager has not acted in good faith,	1760
in a manner the manager reasonably believes to be in or not	1761
opposed to the best interests of the unincorporated nonprofit	1762
association, or with the care that an ordinarily prudent person in	1763
a similar position would use under similar circumstances. An	1764
action under division (D)(1) of this section includes, but is not	1765
limited to, an action that involves or affects any of the	1766
following:	1767

(a) A change or potential change in control of the	1768
association;	1769

(b) A termination or potential termination of the manager's	1770
service to the association as manager;	1771

(c) The manager's service in any other position or	1772
relationship with the association.	1773

(2) A manager shall not be considered to be acting in good	1774
faith if the manager has knowledge concerning the matter in	1775
question that would cause reliance on information, opinions,	1776
reports, or statements that are prepared or presented by any of	1777
the persons described in divisions (C)(1) to (3) of this section,	1778
to be unwarranted.	1779

(3) The provisions of division (D) of this section do not	1780
limit relief available under section 1745.42 of the Revised Code.	1781

(E)(1) Subject to divisions (E)(2) and (3) of this section, a	1782
manager is liable in damages for any act that the manager takes or	1783
fails to take as manager only if it is proved, by clear and	1784
convincing evidence, in a court with jurisdiction that the act or	1785
omission of the manager was one undertaken with a deliberate	1786
intent to cause injury to the association or was one undertaken	1787
with a reckless disregard for the best interests of the	1788
association.	1789

(2) Division (E)(1) of this section does not affect the	1790
liability of a manager under section 1745.56 of the Revised Code.	1791

(3) Subject to division (E)(2) of this section, division	1792
(E)(1) of this section does not apply if, and only to the extent	1793
that, at the time of an act or omission of a manager that is the	1794
subject of the complaint, the governing principles of the	1795
association state by specific reference to division (E)(1) of this	1796
section that its provisions do not apply to the association.	1797

(F) For purposes of this section, in determining what a	1798
manager reasonably believes to be in or not opposed to the best	1799
interests of the association, a manager shall consider the	1800
purposes of the association and may consider any of the following:	1801

(1) The interests of the employees, suppliers, creditors, and	1802
customers of the association;	1803

(2) The economy of this state and of the nation;

1804

(3) Community and societal considerations;

1805

(4) The long-term and short-term best interests of the	1806
association, including, but not limited to, the possibility that	1807
those interests may be best served by the continued independence	1808
of the association.	1809

(G) Divisions (E) and (F) of this section do not affect the	1810
duties of a manager who acts in any capacity other than in the	1811
capacity as a manager.	1812

Sec. 1745.34. Unless otherwise provided in the governing	1813
principles, the following apply:	1814

(A) Meetings of the managers may be called by any two	1815
managers or by any chairperson, president, or vice-president of	1816
the unincorporated nonprofit association.	1817

(B) Meetings of the managers may be held at any place within	1818
or outside this state, including by means of authorized	1819
communications equipment, unless the governing principles prohibit	1820
participation by managers at a meeting by means of authorized	1821
communications equipment. Participation at a meeting pursuant to	1822
this division constitutes presence at that meeting.	1823

(C) Notice of the place, if any, and time of each meeting of	1824
the managers shall be given to each manager either by personal	1825
delivery or by mail, by overnight delivery service, or by means of	1826
authorized communications equipment at least two days before the	1827
meeting. The notice need not specify the purposes of the meeting.	1828

(D) Notice of adjournment of a meeting of the managers need	1829
not be given if the time and place to which it is adjourned are	1830
fixed and announced at that meeting.	1831

Sec. 1745.35. Unless the governing principles provide	1832
otherwise, a majority of the whole authorized number of managers	1833
is necessary to constitute a quorum for a meeting of the managers,	1834
except that a majority of the managers in office constitutes a	1835
quorum for filling a vacancy in the position of manager. The act	1836
of a majority of the managers present at a meeting at which a	1837
quorum is present is the act of all of the managers, unless the	1838
act of a greater number is required by the governing principles.	1839

Sec. 1745.36. (A) The governing principles may provide for	1840
the creation by the managers of an executive committee or any	1841
other committee of the managers, to consist of one or more	1842
managers, and may authorize the delegation to that committee of	1843
any of the authority of the managers, however conferred.	1844

(B) The managers may appoint one or more managers as	1845
alternate members of any committee described in division (A) of	1846
this section, who may take the place of any absent member or	1847
members at any meeting of the particular committee.	1848

(C) Each committee described in division (A) of this section	1849
shall serve at the pleasure of the managers, shall act only in the	1850
intervals between meetings of the managers, and shall be subject	1851
to the control and direction of the managers.	1852

(D) Unless otherwise provided in the governing principles or	1853
ordered by the managers, any committee described in division (A)	1854
of this section may act by a majority of its members at a meeting	1855
or by a writing or writings signed by all of its members.	1856

(E) Meetings of committees described in division (A) of this	1857
section may be held by any means of authorized communication	1858
equipment, unless participation by members of the committee at a	1859
meeting by means of authorized communications equipment is	1860
prohibited by the governing principles or any order of the	1861
managers. Participation at a meeting pursuant to this division	1862
constitutes presence at the meeting.	1863

(F) An act or authorization of an act by any committee	1864
described in division (A) of this section within the authority	1865
delegated to it shall be as effective for all purposes as the act	1866
or authorization of the managers.	1867

Sec. 1745.37. (A) The officers of an unincorporated nonprofit	1868
association, if any, may consist of a president, a secretary, a	1869
treasurer, and, if desired, a chairperson, one or more	1870
vice-presidents, and any other officers and assistant officers	1871
that may be considered necessary, each of whom may be designated	1872
by any other titles that may be provided in the governing	1873
principles or the resolutions of the managers. Unless the	1874
governing principles provide otherwise, none of the officers need	1875
be a manager. Any two or more offices may be held by the same	1876
person. The officers shall be elected or appointed at the time, in	1877
the manner, and for the terms that may be prescribed in the	1878
governing principles. In the absence of any such provision, all	1879
officers shall be elected annually by the managers.	1880

(B) Unless the governing principles provide otherwise, the	1881
following apply:	1882

(1) All officers, as between themselves and the association,	1883
shall respectively have the authority and perform the duties that	1884
are determined by the persons authorized to elect or appoint them.	1885

(2) Any officer may be removed, with or without cause, by the	1886
persons authorized to elect or appoint the officer without	1887
prejudice to the contract rights of that officer. The election or	1888
appointment of an officer for a given term, or a general provision	1889
in the governing principles with respect to term of office, shall	1890
not be considered to create contract rights.	1891

(3) The persons authorized to elect or appoint officers may	1892
fill any vacancy in any office occurring for whatever reason.	1893

Sec. 1745.38.  The managers of an unincorporated nonprofit	1894
association may authorize any mortgage, pledge, or deed of trust	1895
of all or any of the property of the association of any	1896
description or any interest in the property, for the purpose of	1897
securing the payment or performance of any obligation or contract.	1898
Unless the governing principles or the terms of any trust on which	1899
the association holds any particular property provide otherwise,	1900
no vote or consent of the members of the association or	1901
authorization from the court under section 1715.39 of the Revised	1902
Code is necessary for that action.	1903

Sec. 1745.39.  (A) On reasonable notice, a member or manager	1904
of an unincorporated nonprofit association may inspect and copy	1905
during the association's regular operating hours and at a	1906
reasonable location specified by the association any record	1907
maintained by the association regarding its activities, financial	1908
condition, and other circumstances, to the extent the information	1909
is material to the member's or manager's rights and duties under	1910
the association's governing principles or this chapter.	1911

(B) An unincorporated nonprofit association may impose	1912
reasonable restrictions on access to and use of information to be	1913
furnished under this section, including designating the	1914
information confidential and imposing nondisclosure and	1915
safeguarding obligations on the recipient.	1916

(C) An unincorporated nonprofit association may charge a	1917
person that makes a demand under this section reasonable copying	1918
costs, limited to the costs of labor and materials.	1919

(D) A former member or manager of an unincorporated nonprofit	1920
association may have access to information to which the member or	1921
manager was entitled while a member or manager of the association	1922
if the information pertains to the period during which the person	1923
was a member or manager, the former member or manager seeks the	1924
information in good faith, and the former member or manager	1925
satisfies divisions (A) to (C) of this section.	1926

Sec. 1745.40.  (A) Except as otherwise provided in division	1927
(B) of this section, an unincorporated nonprofit association may	1928
not pay dividends or distribute any part of its income or profits	1929
to a member, manager, officer, or other private person.	1930

(B) An unincorporated nonprofit association may do any of the	1931
following:	1932

(1) Pay reasonable compensation or reimburse reasonable	1933
expenses to a member or manager for services rendered;	1934

(2) Confer benefits on a member or manager in conformity with	1935
its nonprofit purposes;	1936

(3) Repurchase a membership and repay a capital contribution	1937
made by a member to the extent authorized by its governing	1938
principles;	1939

(4) Make distributions of property to members upon winding up	1940
and termination to the extent permitted by section 1745.52 of the	1941
Revised Code.	1942

Sec. 1745.41.  (A) The office of a manager becomes vacant if	1943
the manager dies or resigns. A resignation under this division	1944
takes effect immediately or at any other time that the manager may	1945
specify.	1946

(B) A manager may be removed from office pursuant to any	1947
procedure for removal from office provided in the governing	1948
principles. That removal from office creates a vacancy.	1949

(C) Unless the governing principles provide otherwise, the	1950
remaining managers, although less than a majority of the whole	1951
authorized number of managers, may by the vote of a majority of	1952
their number fill any vacancy in the office of manager for the	1953
unexpired term. For purposes of this section, a vacancy exists if	1954
the voting members increase the authorized number of managers but	1955
fail at the meeting at which that increase is authorized or an	1956
adjournment of the meeting to elect the additional managers	1957
provided for or if the voting members fail at any time to elect	1958
the whole authorized number of managers.	1959

Sec. 1745.42.  (A) Unless otherwise provided in the governing	1960
principles, the following apply:	1961

(1) No contract, action, or transaction is void or voidable	1962
with respect to an unincorporated nonprofit association because	1963
the contract, action, or transaction is between or affects the	1964
association and one or more of its members, managers, or officers	1965
or is between or affects the association and any other person in	1966
which one or more of the association's members, managers, or	1967
officers are members, managers, or officers or in which one or	1968
more of the association's members, managers, or officers have a	1969
financial or personal interest, or because one or more interested	1970
members, managers, or officers participate in or vote at the	1971
meeting of the members, the managers, or a committee of the	1972
managers that authorizes the contract, action, or transaction, if	1973
any of the following applies:	1974

(a) The material facts as to the member's, manager's, or	1975
officer's relationship or interest and as to the contract, action,	1976
or transaction are disclosed or are known to the managers or the	1977
committee, and the managers or committee, in good faith reasonably	1978
justified by the material facts, authorizes the contract, action,	1979
or transaction by the affirmative vote of a majority of the	1980
disinterested managers, even though the disinterested managers	1981
constitute less than a quorum of the managers or the committee.	1982

(b) The material facts as to the member's, manager's, or	1983
officer's relationship or interest and as to the contract, action,	1984
or transaction are disclosed or are known to the members entitled	1985
to vote on the contract, action, or transaction, and the contract,	1986
action, or transaction is specifically approved at a meeting of	1987
the members held for the purpose of voting on the contract,	1988
action, or transaction, by the affirmative vote of a majority of	1989
the voting members of the unincorporated nonprofit association who	1990
are not interested in the contract, action, or transaction.	1991

(c) The contract, action, or transaction is fair as to the	1992
unincorporated nonprofit association as of the time it is	1993
authorized or approved by the managers, a committee of the	1994
managers, or the members.	1995

(2) Common or interested managers may be counted in	1996
determining the presence of a quorum at a meeting of the managers	1997
or a committee of the managers that authorizes the contract,	1998
action, or transaction.	1999

(3) The managers, by the affirmative vote of a majority of	2000
those in office and irrespective of any financial or personal	2001
interest of any of the managers, have the authority to establish	2002
reasonable compensation, which may include pension, disability,	2003
and death benefits, for services to the unincorporated nonprofit	2004
association by the managers and officers, or to delegate that	2005
authority to establish reasonable compensation to one or more	2006
officers or managers.	2007

(B) Divisions (A)(1) and (2) of this section do not limit or	2008
otherwise affect the liability of managers under section 1745.56	2009
of the Revised Code.	2010

(C) For purposes of division (A) of this section, a manager	2011
is not an interested manager solely because the subject of a	2012
contract, action, or transaction may involve or effect a change in	2013
control of the unincorporated nonprofit association or the	2014
manager's continuation in office as a manager of the association.	2015

(D) For purposes of this section, "action" means a resolution	2016
that is adopted by the managers or a committee of the managers.	2017

Sec. 1745.43.  (A) An unincorporated nonprofit association	2018
may indemnify or agree to indemnify any person who was or is a	2019
party or is threatened to be made a party to any threatened,	2020
pending, or completed civil, criminal, administrative, or	2021
investigative action, suit, or proceeding, other than an action by	2022
or in the right of the association, by reason of the fact that the	2023
person is or was a manager, officer, employee, member, agent, or	2024
volunteer of the association or a person acting in any other	2025
representative capacity, however denominated, or is or was serving	2026
at the request of the association as a director, officer,	2027
employee, member, manager, agent, or volunteer of any other	2028
entity, against expenses, including attorney's fees, judgments,	2029
fines, and amounts paid in settlement actually and reasonably	2030
incurred by the person in connection with that action, suit, or	2031
proceeding, if the person acted in good faith and in a manner the	2032
person reasonably believed to be in or not opposed to the best	2033
interests of the association, and, with respect to any criminal	2034
action or proceeding if the person had no reasonable cause to	2035
believe the person's conduct was unlawful. The termination of any	2036
action, suit, or proceeding by judgment, order, settlement, or	2037
conviction, or upon a plea of nolo contendere or its equivalent,	2038
shall not create, of itself, a presumption that the person did not	2039
act in good faith and in a manner the person reasonably believed	2040
to be in or not opposed to the best interests of the association,	2041
and, with respect to any criminal action or proceeding, a	2042
presumption that the person had reasonable cause to believe that	2043
the person's conduct was unlawful.	2044

(B) An unincorporated nonprofit association may indemnify or	2045
agree to indemnify any person who was or is a party, or is	2046
threatened to be made a party, to any threatened, pending, or	2047
completed action or suit by or in the right of the association to	2048
procure a judgment in its favor by reason of the fact that the	2049
person is or was a manager, officer, employee, member, agent, or	2050
volunteer of the association or a person acting in any other	2051
representative capacity, however denominated, or is or was serving	2052
at the request of the association as a director, officer,	2053
employee, member, manager, agent, or volunteer of any other	2054
entity, against expenses, including attorney's fees, actually and	2055
reasonably incurred by the person in connection with the defense	2056
or settlement of that action or suit if the person acted in good	2057
faith and in a manner the person reasonably believed to be in or	2058
not opposed to the best interests of the association, except that	2059
no indemnification shall be made with respect to any of the	2060
following:	2061

(1) Any claim, issue, or matter as to which the person is	2062
adjudged to be liable for negligence or misconduct in the	2063
performance of the person's duty to the unincorporated nonprofit	2064
association unless and only to the extent that the court of common	2065
pleas or the court in which the action or suit was brought	2066
determines, upon application, that despite the adjudication of	2067
liability but in view of all the circumstances of the case, the	2068
person is fairly and reasonably entitled to indemnity for the	2069
expenses that the court of common pleas or that other court	2070
considers proper;	2071

(2) Any action or suit in which liability is asserted against	2072
a manager and that liability is asserted only pursuant to section	2073
1745.56 of the Revised Code.	2074

(C) To the extent that a manager, officer, employee, member,	2075
agent, or volunteer of the association or a person acting in any	2076
other representative capacity, however denominated, has been	2077
successful on the merits or otherwise in defense of any action,	2078
suit, or proceeding referred to in division (A) or (B) of this	2079
section, or in defense of any claim, issue, or matter in the	2080
action, suit, or proceeding, that person shall be indemnified	2081
against expenses, including attorney's fees, actually and	2082
reasonably incurred by the person in connection with that action,	2083
suit, or proceeding.	2084

(D)(1) Unless ordered by a court and subject to division (C)	2085
of this section, any indemnification under division (A) or (B) of	2086
this section shall be made by the unincorporated nonprofit	2087
association only as authorized in the specific case upon a	2088
determination that indemnification of the manager, officer,	2089
employee, member, agent, or volunteer of the association or the	2090
person acting in any other representative capacity, however	2091
denominated, is proper in the circumstances because the person has	2092
met the applicable standard of conduct set forth in division (A)	2093
or (B) of this section. That determination shall be made in any of	2094
the following manners:	2095

(a) By a majority vote of a quorum consisting of managers of	2096
the indemnifying unincorporated nonprofit association who were not	2097
and are not parties to or threatened with the action, suit, or	2098
proceeding referred to in division (A) or (B) of this section;	2099

(b) Whether or not a quorum as described in division	2100
(D)(1)(a) of this section is obtainable, and if a majority of a	2101
quorum of disinterested managers so directs, in a written opinion	2102
by independent legal counsel other than an attorney, or a firm	2103
having associated with an attorney, who has been retained by or	2104
has performed services for the association or any person to be	2105
indemnified within the past five years;	2106

(c) By the members;

2107

(d) By the court of common pleas or the court in which the	2108
action, suit, or proceeding referred to in division (A) or (B) of	2109
this section was brought.	2110

(2) If an action or suit by or in the right of the	2111
unincorporated nonprofit association is involved, any	2112
determination made by the disinterested managers under division	2113
(D)(1)(a) of this section or by independent legal counsel under	2114
division (D)(1)(b) of this section shall be communicated promptly	2115
to the person who threatened or brought the action or suit under	2116
division (B) of this section, and, within ten days after receipt	2117
of that notification, the person shall have the right to petition	2118
the court of common pleas or the court in which the action or suit	2119
was brought to review the reasonableness of that determination.	2120

(E)(1)(a) Unless at the time of a manager's or volunteer's	2121
act or omission that is the subject of an action, suit, or	2122
proceeding referred to in division (A) or (B) of this section the	2123
governing principles of the unincorporated nonprofit association	2124
stated, by specific reference to division (E)(1)(a) of this	2125
section, that its provisions do not apply to the association,	2126
unless the only liability asserted against a manager in an action,	2127
suit, or proceeding referred to in division (A) or (B) of this	2128
section is pursuant to section 1745.56 of the Revised Code, or	2129
unless division (E)(1)(b) of this section applies, the expenses,	2130
including attorney's fees, incurred by the manager or volunteer in	2131
defending the action, suit, or proceeding shall be paid by the	2132
unincorporated nonprofit association. Upon the request of the	2133
manager or volunteer and in accordance with division (E)(2) of	2134
this section, those expenses shall be paid as they are incurred,	2135
in advance of the final disposition of the action, suit, or	2136
proceeding.	2137

(b) Notwithstanding division (E)(1)(a) of this section, the	2138
expenses incurred by a manager or volunteer in defending an	2139
action, suit, or proceeding referred to in division (A) or (B) of	2140
this section, including attorney's fees, shall not be paid by the	2141
unincorporated nonprofit association upon the final disposition of	2142
the action, suit, or proceeding, or, if paid in advance of the	2143
final disposition of the action, suit, or proceeding, shall be	2144
repaid to the association by the manager or volunteer, if it is	2145
proved, by clear and convincing evidence, in a court with	2146
jurisdiction that the act or omission of the manager or volunteer	2147
was one undertaken with a deliberate intent to cause injury to the	2148
association or was one undertaken with a reckless disregard for	2149
the best interests of the association.	2150

(2) Expenses, including attorney's fees, incurred by a	2151
manager, officer, employee, member, agent, or volunteer of the	2152
association or a person acting in any other representative	2153
capacity, however denominated, in defending any action, suit, or	2154
proceeding referred to in division (A) or (B) of this section may	2155
be paid by the unincorporated nonprofit association as they are	2156
incurred, in advance of the final disposition of the action, suit,	2157
or proceeding, as authorized by the managers in the specific case,	2158
upon receipt of an undertaking by or on behalf of the manager,	2159
officer, employee, member, agent, volunteer, or person acting in	2160
any other representative capacity to repay the amount if it	2161
ultimately is determined that the person is not entitled to be	2162
indemnified by the association.	2163

(F) The indemnification authorized by this section is not	2164
exclusive of, and shall be in addition to, any other rights	2165
granted to those seeking indemnification pursuant to the governing	2166
principles, any agreement, a vote of the members or disinterested	2167
managers, or otherwise, both as to action in their official	2168
capacities and as to action in another capacity while holding	2169
their offices or positions, shall continue as to a person who has	2170
ceased to be a manager, officer, employee, member, agent, or	2171
volunteer of the association or a person acting in any other	2172
representative capacity, however denominated, and shall inure to	2173
the benefit of the heirs, executors, and administrators of that	2174
person.	2175

(G) An unincorporated nonprofit association may purchase and	2176
maintain insurance, or furnish similar protection, including, but	2177
not limited to, trust funds, letters of credit, or self-insurance,	2178
for or on behalf of any person who is or was a manager, officer,	2179
employee, member, agent, or volunteer of the association or a	2180
person acting in any other representative capacity, however	2181
denominated, or is or was serving at the request of the	2182
association as a director, manager, officer, employee, member,	2183
agent, or volunteer of any other entity, against any liability	2184
asserted against the person and incurred by the person in that	2185
capacity, or arising out of the person's status as such, whether	2186
or not the association would have the power to indemnify the	2187
person against that liability under this section. Insurance may be	2188
so purchased from or so maintained with a person in which the	2189
association has a financial interest.	2190

(H) The authority of an unincorporated nonprofit association	2191
to indemnify persons pursuant to division (A) or (B) of this	2192
section does not limit the payment of expenses as they are	2193
incurred, in advance of the final disposition of an action, suit,	2194
or proceeding, pursuant to division (E) of this section or the	2195
payment of indemnification, insurance, or other protection that	2196
may be provided pursuant to division (F) or (G) of this section.	2197
Divisions (A) and (B) of this section do not create any obligation	2198
to repay or return payments made by the association pursuant to	2199
division (E), (F), or (G) of this section.	2200

(I) As used in this section, "unincorporated nonprofit	2201
association" includes all constituent entities in a consolidation	2202
or merger, and the new or surviving entity, so that any person who	2203
is or was a manager, officer, employee, member, agent, or	2204
volunteer of a constituent entity or a person acting in any other	2205
representative capacity, however denominated, or is or was serving	2206
at the request of a constituent entity as a director, officer,	2207
employee, member, manager, agent, or volunteer of any other	2208
entity, shall stand in the same position under this section with	2209
respect to the new or surviving entity as the person would if the	2210
person had served the new or surviving entity in the same	2211
capacity.	2212

Sec. 1745.44. (A) Unless the governing principles of the	2213
unincorporated nonprofit association provide otherwise, the lease,	2214
sale, exchange, transfer, or other disposition of any assets of	2215
the association may be made without the necessity of procuring	2216
authorization from the court under section 1715.39 of the Revised	2217
Code, upon terms and for the consideration that may be authorized	2218
by the managers, except that a lease, sale, exchange, transfer, or	2219
other disposition of all, or substantially all, of the assets may	2220
be made only when that transaction is also authorized, either	2221
before or after authorization by the managers, by the voting	2222
members of the association at a meeting held for that purpose.	2223

(B)(1) A public benefit association may not dispose of its	2224
assets with value equal to more than fifty per cent of the fair	2225
market value of the net tangible and intangible assets, including	2226
goodwill, of the association over a period of thirty-six	2227
consecutive months in a transaction or series of transactions,	2228
including the lease, sale, exchange, transfer, or other	2229
disposition of those assets, that are outside the ordinary course	2230
of its business or that are not in accordance with the purpose or	2231
purposes for which the association was organized, as set forth in	2232
its governing principles, unless one or more of the following	2233
apply:	2234

(a) The transaction has received the prior approval of the	2235
court of common pleas of the county in this state in which the	2236
principal office of the public benefit association is located in a	2237
proceeding of which the attorney general's charitable law section	2238
has been given written notice by certified mail within three days	2239
of the initiation of the proceeding and in which proceeding the	2240
attorney general may intervene as of right.	2241

(b) The public benefit association has provided written	2242
notice of the proposed transaction, including a copy or summary of	2243
the terms of that transaction, at least twenty days before	2244
consummation of the lease, sale, exchange, transfer, or other	2245
disposition of the assets, to the attorney general's charitable	2246
law section and to the members of the association, and the	2247
proposed transaction has been approved by the members.	2248

(c) The transaction is in accordance with the purpose or	2249
purposes for which the public benefit association was organized,	2250
as set forth in its governing principles, and the lessee,	2251
purchaser, or transferee of the assets is a public benefit entity.	2252

(2) The attorney general may require pursuant to section	2253
109.24 of the Revised Code the production of the documents	2254
necessary for review of a proposed transaction under division	2255
(B)(1) of this section. The attorney general may retain at the	2256
expense of the public benefit association one or more experts,	2257
including an investment banker, actuary, appraiser, certified	2258
public accountant, or other expert, that the attorney general	2259
considers reasonably necessary to provide assistance in reviewing	2260
a proposed transaction under division (B)(1) of this section.	2261

(C) The attorney general may institute a civil action to	2262
enforce the requirements of division (B)(1) of this section in the	2263
court of common pleas of the county in this state in which the	2264
principal office of the public benefit association is located or	2265
in the Franklin county court of common pleas. In addition to any	2266
civil remedies that may exist under common law or the Revised	2267
Code, a court may rescind the transaction or grant injunctive	2268
relief or impose any combination of these remedies.	2269

(D) The unincorporated nonprofit association or the public	2270
benefit association by its managers may abandon the proposed	2271
lease, sale, exchange, transfer, or other disposition of the	2272
assets of the association pursuant to division (A) or (B) of this	2273
section, as applicable, subject to the contract rights of other	2274
persons, if that power of abandonment is conferred upon the	2275
managers either by the terms of the transaction or by the same	2276
vote of members and at the same meeting of members as that	2277
referred to in division (A) or (B) of this section, as applicable,	2278
or at any subsequent meeting.	2279

(E) An action to set aside a conveyance by an unincorporated	2280
nonprofit association or a public benefit association on the	2281
ground that any section of the Revised Code applicable to the	2282
lease, sale, exchange, transfer, or other disposition of the	2283
assets of that association has not been complied with shall be	2284
brought within one year after that transaction, or the action	2285
shall be forever barred.	2286

Sec. 1745.45.  Property of any description and any interest	2287
in the property of an unincorporated nonprofit association,	2288
domestic or foreign, may be sold under the judgment or decree of a	2289
court, as provided in the Revised Code with respect to similar	2290
property of natural persons, at a public or private sale in the	2291
manner, at the time and place, on the notice by publication or	2292
otherwise, and on the terms that the court adjudging or decreeing	2293
that sale considers equitable and proper. It is not necessary to	2294
appraise that property or to advertise the sale of the property	2295
otherwise than as the court adjudges or decrees.	2296

Sec. 1745.46. (A)(1) Pursuant to an agreement of merger, an	2297
unincorporated nonprofit association and one or more additional	2298
domestic or foreign entities may be merged into a surviving	2299
unincorporated nonprofit association. Pursuant to an agreement of	2300
consolidation, one or more domestic or foreign entities may be	2301
consolidated into a new unincorporated nonprofit association. If	2302
any constituent entity is formed or organized under the laws of	2303
any state other than this state or under any chapter of the	2304
Revised Code other than this chapter, the merger or consolidation	2305
also must be permitted by the chapter of the Revised Code under	2306
which each domestic constituent entity exists and by the laws	2307
under which each foreign constituent entity exists.	2308

(2) To effect a merger or consolidation under this section,	2309
the manager or managers of each constituent unincorporated	2310
nonprofit association shall approve an agreement of merger or	2311
consolidation to be signed by the manager, the chairperson, the	2312
president, or a vice-president and by the secretary or an	2313
assistant secretary or, if there are no officers, by one or more	2314
authorized managers. The agreement of merger or consolidation	2315
shall be approved or otherwise authorized by or on behalf of each	2316
other constituent entity in accordance with the laws under which	2317
it exists.	2318

(3) The agreement of merger or consolidation shall set forth	2319
all of the following:	2320

(a) The name and the form of entity of each constituent	2321
entity and the state under the laws of which each constituent	2322
entity exists;	2323

(b) That the named constituent entities have agreed to merge	2324
into a specified constituent unincorporated nonprofit association,	2325
designated in this section as the surviving unincorporated	2326
nonprofit association, or that the named constituent entities have	2327
agreed to consolidate into a new unincorporated nonprofit	2328
association to be formed by the consolidation, designated in this	2329
section as the new unincorporated nonprofit association;	2330

(c) All statements and matters required to be set forth in an	2331
agreement of merger or consolidation by the laws under which each	2332
constituent entity exists;	2333

(d) The name of the surviving or new unincorporated nonprofit	2334
association, which may be the same as or similar to that of any	2335
constituent unincorporated nonprofit association;	2336

(e) The place in this state where the principal office of the	2337
surviving or new unincorporated nonprofit association is to be	2338
located;	2339

(f) The names and addresses of the first managers and	2340
officers, if any, of the surviving or new unincorporated nonprofit	2341
association and, if desired, their term or terms of office;	2342

(g) The name and address of the statutory agent, if any, upon	2343
whom any process, notice, or demand against any constituent entity	2344
or the surviving or new unincorporated nonprofit association may	2345
be served;	2346

(h) The terms of the merger or consolidation and the mode of	2347
carrying those terms into effect;	2348

(i) The governing principles of the surviving or new	2349
unincorporated nonprofit association or a provision to the effect	2350
that the governing principles of a specified constituent	2351
unincorporated nonprofit association shall be the governing	2352
principles of the surviving or new unincorporated nonprofit	2353
association or to the effect that the voting members or the	2354
managers of the surviving or new unincorporated nonprofit	2355
association may adopt governing principles, or any combination of	2356
them.	2357

(4) The agreement of merger or consolidation also may set	2358
forth any of the following:	2359

(a) The specification of a date, which may be the date of the	2360
filing of the agreement or a date subsequent to that date of	2361
filing, upon which the merger or consolidation shall become	2362
effective;	2363

(b) A provision conferring upon the managers of one or more	2364
of the constituent unincorporated nonprofit associations or the	2365
comparable representatives of any other constituent entity the	2366
power to abandon the merger or consolidation prior to the filing	2367
of the agreement;	2368

(c) Any additional provision permitted to be included in the	2369
governing principles of a newly formed unincorporated nonprofit	2370
association;	2371

(d) Any additional provision considered necessary or	2372
desirable with respect to the proposed merger or consolidation.	2373

(B)(1) A merger or consolidation in which a public benefit	2374
association is one of the constituent entities shall be approved	2375
by the court of common pleas of the county in this state in which	2376
the principal office of the public benefit association is located	2377
in a proceeding of which the attorney general's charitable law	2378
section has been given written notice by certified mail within	2379
three days of the initiation of the proceeding and in which the	2380
attorney general may intervene as of right. No approval by the	2381
court under division (B)(1) of this section is required if either	2382
of the following applies:	2383

(a) A public benefit association is the surviving entity in	2384
the case of a merger and continues to be a public benefit	2385
association or is the new unincorporated nonprofit association in	2386
the case of a consolidation and continues to be a public benefit	2387
association.	2388

(b) A public benefit association is not the surviving entity	2389
in the case of a merger or is not the new unincorporated nonprofit	2390
association in the case of a consolidation, and all of the	2391
following apply:	2392

(i) On or prior to the effective date of the merger or	2393
consolidation, assets with a value equal to the greater of the	2394
fair market value of the net tangible and intangible assets,	2395
including goodwill, of the public benefit association or the fair	2396
market value of the public benefit association if it is to be	2397
operated as a business concern, are transferred or conveyed to one	2398
or more persons that would have received its assets under division	2399
(D)(2) of section 1745.52 of the Revised Code had it voluntarily	2400
dissolved.	2401

(ii) The public benefit association returns, transfers, or	2402
conveys any assets held by it upon a condition requiring return,	2403
transfer, or conveyance, which condition occurs by reason of the	2404
merger or consolidation, in accordance with that condition.	2405

(iii) The merger or consolidation is approved by a majority	2406
of managers of the public benefit association who will not receive	2407
any financial or other benefit, directly or indirectly, as a	2408
result of the merger or consolidation or by agreement, and who are	2409
not and will not as a result of the merger or consolidation become	2410
members, partners, or other owners, however denominated, of,	2411
shareholders in, managers, officers, employees, agents, or other	2412
representatives of, or consultants to, the surviving or new	2413
entity.	2414

(2) At least twenty days before consummation of any merger or	2415
consolidation of a public benefit association pursuant to division	2416
(B)(1)(b) of this section, written notice shall be delivered to	2417
the attorney general's charitable law section. The notice shall	2418
include a copy of the proposed plan of merger or consolidation.	2419
The attorney general's charitable law section may review a	2420
proposed merger or consolidation of a public benefit association	2421
under division (B)(1)(b) of this section. The attorney general may	2422
require pursuant to section 109.24 of the Revised Code the	2423
production of the documents necessary for review of a proposed	2424
merger or consolidation under division (B)(1)(b) of this section.	2425
The attorney general may retain, at the expense of the public	2426
benefit association, one or more experts, including an investment	2427
banker, actuary, appraiser, certified public accountant, or other	2428
expert, that the attorney general considers reasonably necessary	2429
to provide assistance in reviewing a proposed merger or	2430
consolidation under division (B)(1)(b) of this section. The	2431
attorney general may extend the date of any merger or	2432
consolidation of a public benefit association under division	2433
(B)(1)(b) of this section for a period not to exceed sixty days	2434
and shall provide notice of that extension to the public benefit	2435
association. The notice shall set forth the reasons necessitating	2436
the extension.	2437

(3) No member, other than a member that is a public benefit	2438
entity, or manager of a public benefit association in that	2439
person's capacity as a member or manager may receive or keep	2440
anything as a result of a merger or consolidation other than as a	2441
member or manager in the surviving or new public benefit	2442
association without the prior written consent of the attorney	2443
general or of the court of common pleas of the county in this	2444
state in which the principal office of the public benefit	2445
association is located in a proceeding in which the attorney	2446
general's charitable law section has been given written notice by	2447
certified mail within three days of the initiation of the	2448
proceeding and in which the attorney general may intervene as of	2449
right. The court shall approve the transaction if it is in the	2450
public interest.	2451

(4) The attorney general may institute a civil action to	2452
enforce the requirements of divisions (B)(1), (2), and (3) of this	2453
section in the court of common pleas of the county in this state	2454
in which the principal office of the public benefit association is	2455
located or in the Franklin county court of common pleas. In	2456
addition to any civil remedies that may exist under common law or	2457
the Revised Code, a court may rescind the transaction or grant	2458
injunctive relief or impose any combination of these remedies.	2459

Sec. 1745.461.  (A)(1) Pursuant to an agreement of merger	2460
between the constituent entities as provided in this section, a	2461
domestic unincorporated nonprofit association and, if so provided,	2462
one or more additional domestic or foreign entities may be merged	2463
into a surviving entity other than a domestic unincorporated	2464
nonprofit association. Pursuant to an agreement of consolidation,	2465
a domestic unincorporated nonprofit association together with one	2466
or more additional domestic or foreign entities may be	2467
consolidated into a new entity other than a domestic	2468
unincorporated nonprofit association to be formed by that	2469
consolidation. The merger or consolidation must be permitted by	2470
the chapter of the Revised Code under which each domestic	2471
constituent entity exists and by the laws under which each foreign	2472
constituent entity exists.	2473

(2) To effect a merger or consolidation under this section,	2474
the manager or managers of each constituent unincorporated	2475
nonprofit association shall approve an agreement of merger or	2476
consolidation to be signed by the manager, the chairperson, the	2477
president, or a vice-president and by the secretary or an	2478
assistant secretary or, if there are no officers, by an authorized	2479
manager. The agreement of merger or consolidation shall be	2480
approved or otherwise authorized by or on behalf of each other	2481
constituent entity in accordance with the laws under which it	2482
exists.	2483

(3) The agreement of merger or consolidation shall set forth	2484
all of the following:	2485

(a) The name and the form of entity of each constituent	2486
entity and the state under the laws of which each constituent	2487
entity exists;	2488

(b) In the case of a merger, that one or more specified	2489
constituent entities will be merged into a specified surviving	2490
foreign entity or surviving domestic entity other than a domestic	2491
unincorporated nonprofit association or, in the case of a	2492
consolidation, that the constituent entities will be consolidated	2493
into a new foreign entity or domestic entity other than a domestic	2494
unincorporated nonprofit association. The name of the surviving or	2495
new entity may be the same as or similar to that of any	2496
constituent entity.	2497

(c) The terms of the merger or consolidation and the mode of	2498
carrying those terms into effect;	2499

(d) If the surviving or new entity is a foreign	2500
unincorporated nonprofit association, all additional statements	2501
and matters, other than the name and address of the statutory	2502
agent, that would be required by section 1745.46 of the Revised	2503
Code if the surviving or new unincorporated nonprofit association	2504
were a domestic unincorporated nonprofit association;	2505

(e) The name and the form of entity of the surviving or new	2506
entity, the state under the laws of which the surviving entity	2507
exists or the new entity is to exist, and the location of the	2508
principal office of the surviving or new entity in that state;	2509

(f) All statements and matters required to be set forth in an	2510
agreement of merger or consolidation by the laws under which each	2511
constituent entity exists and, in the case of a consolidation, the	2512
new entity is to exist;	2513

(g) The consent of the surviving or the new entity to be sued	2514
and served with process in this state and the irrevocable	2515
appointment of the secretary of state as its agent to accept	2516
service of process in any proceeding in this state to enforce	2517
against the surviving or new entity any obligation of any domestic	2518
constituent unincorporated nonprofit association. Such service	2519
shall be made upon the secretary of state by leaving duplicate	2520
copies of such process, together with an affidavit of the	2521
plaintiff or one of the plaintiff's attorneys, showing the last	2522
known address of such association, and a fee of up to five dollars	2523
that shall be included as taxable costs in the case of judicial	2524
proceedings. Upon receipt of such process, affidavit, and fee, the	2525
secretary of state shall immediately give notice to the	2526
association at the address specified in the affidavit and forward	2527
to such address by certified mail, with a request for return	2528
receipt, a copy of such process.	2529

(h) If the surviving or new entity is a foreign	2530
unincorporated nonprofit association that desires to transact	2531
business in this state as a foreign unincorporated nonprofit	2532
association, a statement to that effect, together with a statement	2533
regarding the appointment of a statutory agent and service of any	2534
process, notice, or demand upon that statutory agent or the	2535
secretary of state;	2536

(i) If the surviving or new entity is a foreign limited	2537
partnership that desires to transact business in this state as a	2538
foreign limited partnership, a statement to that effect, together	2539
with all of the information required under section 1782.49 of the	2540
Revised Code when a foreign limited partnership registers to	2541
transact business in this state;	2542

(j) If the surviving or new entity is a foreign limited	2543
liability company that desires to transact business in this state	2544
as a foreign limited liability company, a statement to that	2545
effect, together with all of the information required under	2546
section 1705.54 of the Revised Code when a foreign limited	2547
liability company registers to transact business in this state;	2548

(k) If the surviving or new entity is a foreign	2549
unincorporated association that desires to transact business in	2550
this state as a foreign unincorporated association, a statement to	2551
that effect, together with all of the information, if any,	2552
required by the secretary of state when a foreign unincorporated	2553
association registers to transact business in this state.	2554

(4) The agreement of merger or consolidation also may set	2555
forth any additional provision permitted by the laws of any state	2556
under the laws of which any constituent entity exists, consistent	2557
with the laws under which the surviving entity exists or the new	2558
entity is to exist.	2559

(B) A merger or consolidation pursuant to this section in	2560
which a public benefit association is one of the constituent	2561
entities shall be subject to, and shall comply with, the	2562
provisions of divisions (B)(1)(b), (2), (3), and (4) of section	2563
1745.46 of the Revised Code.	2564

Sec. 1745.47.  (A) The managers of each constituent domestic	2565
unincorporated nonprofit association, upon approving an agreement	2566
of merger or consolidation, shall direct that the agreement be	2567
submitted to the members entitled to vote on it at a meeting of	2568
voting members of that unincorporated nonprofit association held	2569
for that purpose. Notice of the meeting shall be given to all	2570
members of the constituent domestic unincorporated nonprofit	2571
association entitled to vote at the meeting. The notice shall be	2572
accompanied by a copy or summary of the material terms of the	2573
agreement.	2574

(B)(1) In order to be adopted, the agreement, including any	2575
amendments or additions to the agreement proposed at each meeting	2576
described in division (A) of this section, shall receive the	2577
affirmative vote of a majority of the voting members of the	2578
constituent domestic unincorporated nonprofit association present	2579
at that meeting in person, by the use of authorized communications	2580
equipment, by mail, or if permitted, by proxy if a quorum is	2581
present, or, if the governing principles provide or permit, the	2582
affirmative vote of a greater or lesser proportion or number of	2583
the voting members, and the affirmative vote of the voting members	2584
of any particular class that is required by the governing	2585
principles. If the agreement would effect or authorize any action	2586
by the unincorporated nonprofit association that, under any	2587
applicable provision of law or under the governing principles of	2588
the constituent domestic unincorporated nonprofit association,	2589
could be effected or authorized only by or pursuant to a specified	2590
vote of the members, the agreement, including any amendments or	2591
additions to the agreement proposed at each meeting described in	2592
division (A) of this section, shall be adopted by the same vote as	2593
would be required for that action.	2594

(2) For purposes of division (B)(1) of this section,	2595
participation by a voting member at a meeting through the use of	2596
any of the means of communication described in that division	2597
constitutes presence in person of that voting member at the	2598
meeting for purposes of determining a quorum.	2599

(C) At any time prior to the filing of the agreement, the	2600
merger or consolidation may be abandoned by the managers of one or	2601
more of the constituent unincorporated nonprofit associations or	2602
the comparable representatives of any other constituent entity, if	2603
the power of abandonment is conferred either by the agreement or	2604
by the same vote or action as is required to adopt that agreement.	2605

Sec. 1745.48.  (A) When a merger or consolidation becomes	2606
effective, all of the following apply:	2607

(1) The separate existence of each constituent entity other	2608
than the surviving entity in a merger shall cease, except that	2609
whenever a conveyance, assignment, transfer, deed, or other	2610
instrument or act is necessary to vest property or rights in the	2611
surviving or new entity, the officers, managers, general partners,	2612
or other authorized representatives of the respective constituent	2613
entities shall execute, acknowledge, and deliver those instruments	2614
and do those acts. For these purposes, the existence of the	2615
constituent entities and the authority of their respective	2616
officers, managers, general partners, or other authorized	2617
representatives is continued notwithstanding the merger or	2618
consolidation.	2619

(2) In the case of a merger in which the surviving entity is	2620
a domestic unincorporated nonprofit association, the governing	2621
principles of the domestic surviving unincorporated nonprofit	2622
association in effect immediately prior to the time the merger	2623
becomes effective shall continue as its governing principles after	2624
the merger except as otherwise provided in the agreement of	2625
merger. In the case of a consolidation, the new entity exists when	2626
the consolidation becomes effective and, if it is a domestic	2627
unincorporated nonprofit association, the governing principles	2628
contained in or provided for in the agreement of consolidation	2629
shall be its governing principles.	2630

(3) The surviving or new entity possesses all assets and	2631
property of every description and every interest in the assets and	2632
property, wherever located, the rights, privileges, immunities,	2633
powers, franchises, and authority, of a public as well as of a	2634
private nature, of each constituent entity, and all obligations	2635
belonging to or due to each constituent entity, all of which are	2636
vested in the surviving or new entity without further act or deed.	2637
Any right or interest in respect to any past or future devise,	2638
bequest, conditional gift, or trust, property, or fund restricted	2639
to particular uses, when vested in or claimed by the surviving or	2640
new entity as a result of the merger or consolidation, shall	2641
belong to it as a continuation without interruption of the	2642
existence and identity of the constituent entity originally named	2643
as taker or beneficiary. The surviving or new entity possesses	2644
title to any real estate or any interest in the real estate vested	2645
in any of the constituent entities. Title to any real estate or	2646
any interest in the real estate vested in any constituent entity	2647
shall not revert or in any way be impaired by reason of the merger	2648
or consolidation.	2649

(4) The surviving or new entity is liable for all of the	2650
obligations of each constituent entity. Any claim existing or any	2651
action or proceeding pending by or against any constituent entity	2652
may be prosecuted to judgment, with right of appeal, as if the	2653
merger or consolidation had not taken place, or the surviving or	2654
new entity may be substituted in its place.	2655

(5) All of the rights of creditors of each constituent entity	2656
are preserved unimpaired, and all liens upon the property of any	2657
constituent entity are preserved unimpaired on only the property	2658
affected by those liens immediately prior to the effective date of	2659
the merger or consolidation. If a general partner of a constituent	2660
partnership is not a general partner of the surviving entity or	2661
the new entity resulting from the merger or consolidation, the	2662
former general partner has no liability for any obligation	2663
incurred after the merger or consolidation except to the extent	2664
that a former creditor of the constituent partnership in which the	2665
former general partner was a partner extends credit to the	2666
surviving or new entity reasonably believing that the former	2667
general partner continued as a general partner of the surviving or	2668
new entity.	2669

(B) If a general partner of a constituent partnership is not	2670
a general partner of the surviving entity or the new entity	2671
resulting from the merger or consolidation, division (B) of	2672
section 1782.434 of the Revised Code applies.	2673

(C) In the case of a merger of a domestic constituent	2674
unincorporated nonprofit association into a foreign surviving	2675
unincorporated nonprofit association, limited liability company,	2676
limited partnership, or unincorporated association that is not	2677
licensed or registered to transact business in this state or in	2678
the case of a consolidation of a domestic constituent	2679
unincorporated nonprofit association into a new foreign	2680
unincorporated nonprofit association, limited liability company,	2681
limited partnership, or unincorporated association, if the	2682
surviving or new entity intends to transact business in this	2683
state, the surviving or new entity shall comply with all of the	2684
requirements that are necessary for that entity to transact	2685
business in this state as a foreign unincorporated nonprofit	2686
association, limited liability company, limited partnership, or	2687
unincorporated association, whichever is applicable.	2688

(D) Any action to set aside any merger or consolidation on	2689
the ground that any section of the Revised Code applicable to the	2690
merger or consolidation has not been complied with shall be	2691
brought within ninety days after the effective date of that merger	2692
or consolidation or be forever barred.	2693

(E) As used in this section, "unincorporated nonprofit	2694
association" or "entity" applies to both domestic and foreign	2695
unincorporated nonprofit associations or entities if the context	2696
so permits. In the case of a foreign constituent entity or a	2697
foreign new entity, this section is subject to the laws of the	2698
state under the laws of which the entity exists or in which it has	2699
property.	2700

Sec. 1745.49. The merger or consolidation shall become	2701
effective at the time that the constituent entities have complied	2702
with the laws of each state under the laws of which the	2703
constituent entities exist or at any later date that the agreement	2704
of merger or consolidation specifies.	2705

Sec. 1745.50.  (A) An unincorporated nonprofit association	2706
may be dissolved voluntarily in the manner provided in this	2707
section.	2708

(B) A resolution of dissolution for an unincorporated	2709
nonprofit association shall set forth all of the following:	2710

(1) That the association elects to be dissolved;

2711

(2) Any additional provision considered necessary with	2712
respect to the proposed dissolution and winding up of affairs.	2713

(C) The managers of an unincorporated nonprofit association	2714
may adopt a resolution of dissolution in any of the following	2715
cases:	2716

(1) If the association has been adjudged bankrupt or has made	2717
a general assignment for the benefit of creditors;	2718

(2) By leave of the court, if a receiver has been appointed	2719
in a general creditors' suit or in any suit in which the affairs	2720
of the association are to be wound up;	2721

(3) If substantially all of the assets of the association	2722
have been sold at judicial sale;	2723

(4) When the period of existence of the association specified	2724
in its governing principles has expired or upon the occurrence of	2725
another event or condition specified in its governing principles;	2726

(5) If no members of the association can be identified and	2727
the association's operations have been discontinued for at least	2728
three years by the managers or, if the association has no	2729
incumbent managers, by its last preceding incumbent manager.	2730

(D) The members of an unincorporated nonprofit association	2731
may adopt a resolution of dissolution by the affirmative vote of	2732
the members.	2733

Sec. 1745.51.  Following the adoption of a resolution of	2734
dissolution, the managers in an expeditious manner shall do both	2735
of the following:	2736

(A) Cause a notice of voluntary dissolution to be published	2737
once a week on the same day of each week for two successive weeks,	2738
in a newspaper published and of general circulation in the county	2739
in which the principal office of the unincorporated nonprofit	2740
association was to be or is located;	2741

(B) Cause written notice of dissolution to be given either	2742
personally or by mail to all known creditors of, and to all known	2743
claimants against, the dissolved association. If a statement is on	2744
file with the secretary of state appointing an agent authorized to	2745
receive service of process on the association, or if any other	2746
document is on file with the secretary of state with respect to	2747
the association, a copy of the written notice of dissolution shall	2748
also be filed with the secretary of state.	2749

Sec. 1745.52.  (A) When an unincorporated nonprofit	2750
association is dissolved voluntarily upon the expiration of the	2751
period of existence of the association specified in its governing	2752
principles, the association shall cease to carry on its activities	2753
and shall do only those acts that are required to wind up its	2754
affairs, and for those purposes it shall continue as an	2755
unincorporated nonprofit association.	2756

(B) Any claim existing or action or proceeding pending by or	2757
against the unincorporated nonprofit association or that would	2758
have accrued against it may be prosecuted to judgment with right	2759
of appeal as in other cases, but any proceeding, execution, or	2760
process, or the satisfaction or performance of any order,	2761
judgment, or decree, may be stayed as provided in section 1745.53	2762
of the Revised Code.	2763

(C) Any process, notice, or demand against the unincorporated	2764
nonprofit association may be served by delivering a copy to a	2765
manager, liquidator, or person having charge of its assets or, if	2766
none of those persons can be found, to the statutory agent.	2767

(D) The managers of the unincorporated nonprofit association	2768
and their survivors or successors shall act in accordance with the	2769
governing principles until the affairs of the association are	2770
completely wound up. Subject to the orders of courts of this state	2771
having jurisdiction over the association, the managers shall	2772
proceed as speedily as is practicable to a complete winding up of	2773
the affairs of the association and, to the extent necessary or	2774
expedient to that end, shall exercise all the authority of the	2775
association. Without limiting the generality of that authority,	2776
they may fill vacancies, elect managers, carry out contracts of	2777
the association, make new contracts, borrow money, mortgage or	2778
pledge the property of the association as security, sell its	2779
assets at public or private sale, make conveyances in the	2780
association's name, lease real property for any term, including	2781
ninety-nine years renewable forever, settle or compromise claims	2782
in favor of or against the association, employ one or more persons	2783
as liquidators to wind up the affairs of the association with the	2784
authority that the managers see fit to grant, cause the title to	2785
any of the assets of the association to be conveyed to those	2786
liquidators for that purpose, apply assets to the payment of	2787
obligations, perform all other acts necessary or expedient to the	2788
winding up of the affairs of the association, and, after paying or	2789
adequately providing for the payment of all known obligations of	2790
the association, distribute the remainder of the assets as	2791
follows:	2792

(1) Assets held upon a condition requiring return, transfer,	2793
or conveyance, which condition will have occurred by reason of the	2794
dissolution or otherwise, shall be returned, transferred, or	2795
conveyed in accordance with those requirements;	2796

(2) In the case of a public benefit association, the	2797
following apply:	2798

(a) Assets held by it in trust for specified purposes shall	2799
be applied so far as is feasible in accordance with the terms of	2800
the trust.	2801

(b) The remaining assets not held in trust shall be applied	2802
so far as is feasible towards carrying out the purposes stated in	2803
its governing principles.	2804

(c) In the event and to the extent that in the judgment of	2805
the managers it is not feasible to apply the assets as provided in	2806
divisions (D)(2)(a) and (b) of this section, the assets shall be	2807
applied as may be directed by the court of common pleas of the	2808
county in this state in which the principal office of the	2809
association is located, in an action brought for that purpose by	2810
the managers or any one of them or by the association, to which	2811
action the attorney general shall be a party, in an action brought	2812
by the attorney general in a court of competent jurisdiction, or	2813
in an action brought as provided in section 1745.53 of the Revised	2814
Code for the purpose of winding up the affairs of the association	2815
under the supervision of the court.	2816

(3) In the case of a mutual benefit association, any	2817
remaining assets shall be distributed in accordance with the	2818
applicable provisions of the governing principles of the	2819
association or, to the extent that no such provision is made, the	2820
assets shall be distributed pursuant to a plan of distribution	2821
adopted by the members of the association at a meeting held for	2822
the purpose of voting on dissolution or any adjournment of the	2823
meeting. If no plan of distribution is so adopted by the members,	2824
those remaining assets shall be distributed pursuant to a plan of	2825
distribution adopted by the managers. If no plan of distribution	2826
is so adopted by the members or managers, the remaining assets	2827
shall be applied in the manner directed by the court of common	2828
pleas of the county in this state in which the principal office of	2829
the association is located, in an action brought for that purpose	2830
by the mutual benefit association, by the managers or any one of	2831
them, or by the attorney general in a court of competent	2832
jurisdiction or in an action brought as provided in section	2833
1745.53 of the Revised Code for the purpose of winding up the	2834
affairs of the association under the supervision of the court.	2835

(E) Without limiting the authority of the managers, any	2836
action within the purview of this section that is authorized or	2837
approved by the members at a meeting held for that purpose shall	2838
be conclusive for all purposes upon all of the members of the	2839
association, except that nothing in this section shall impair the	2840
jurisdiction of courts of competent jurisdiction to enforce the	2841
duties of a public benefit association with respect to the	2842
application of its assets towards its public or charitable	2843
purposes, or impair the power of the state, acting through the	2844
attorney general, to require those assets to be applied, as nearly	2845
as may be, towards its public or charitable purposes.	2846

(F) All deeds and other instruments of the unincorporated	2847
nonprofit association shall be in the name of the association and	2848
shall be executed, acknowledged, and delivered by a manager of the	2849
association.	2850

(G) At any time during the winding up of its affairs, the	2851
unincorporated nonprofit association by its managers may make	2852
application to the court of common pleas of the county in this	2853
state in which the principal office of the association is located	2854
to have the winding up continued under supervision of the court as	2855
provided in section 1745.53 of the Revised Code.	2856

Sec. 1745.53.  (A) Without limiting the generality of its	2857
authority, the court of common pleas of the county in this state	2858
in which is located the principal office of a voluntarily	2859
dissolved unincorporated nonprofit association or of an	2860
unincorporated nonprofit association whose period of existence has	2861
expired, upon the complaint of the association, a majority of the	2862
managers, or a creditor or member of the association and upon	2863
notice to all of the managers and any other interested persons	2864
that the court considers proper, at any time may order and adjudge	2865
in regard to the following matters:	2866

(1) The presentation and proof of all claims and demands	2867
against the association and of all rights, interests, or liens in	2868
or on any of its property, the fixing of the time within which and	2869
the manner in which that proof shall be made and the person to	2870
whom that presentation shall be made, and the barring from	2871
participation in any distribution of assets of all persons failing	2872
to make and present proofs as required by the order of the court;	2873

(2) The stay of the prosecution of any proceeding against the	2874
association or involving any of its property, and the requirement	2875
that the parties to it present and prove their claims, demands,	2876
rights, interests, or liens at the time and in the manner required	2877
of creditors or others, or the grant of leave to bring or maintain	2878
an independent proceeding to enforce liens;	2879

(3) The settlement or determination of all claims of every	2880
nature against the association or any of its property, the	2881
determination of the assets required to be retained to pay or	2882
provide for the payment of those claims or any claim, the	2883
determination of the assets available for distribution among	2884
members and others, and the making of new parties to the	2885
proceeding so far as the court considers proper for the	2886
determination of all matters;	2887

(4) The determination of the rights of members or others in	2888
and to the assets of the association;	2889

(5) The presentation and the filing of intermediate and final	2890
accounts of the managers or of the liquidators and hearings on	2891
them, the allowance, disallowance, or settlement of those	2892
accounts, and the discharge of the managers, the liquidators, or	2893
any of them from their duties and liabilities;	2894

(6) The appointment of a special master commissioner to hear	2895
and determine any matters with the authority that the court	2896
considers proper;	2897

(7) The filling of any vacancies in the number of managers or	2898
liquidators if the managers are unable to act on the vacancies for	2899
want of a quorum or for any other reason;	2900

(8) The appointment of a receiver, in accordance with the	2901
usages of a court in equitable matters, to wind up the affairs of	2902
the association, to take custody of any of its property, or for	2903
any other purpose;	2904

(9) The issuance or entry of any injunction or any other	2905
order that the court considers proper in the administration of the	2906
trust involved in the winding up of the affairs of the association	2907
and the giving of notice of it;	2908

(10) The allowance and payment of compensation to the	2909
managers or any of them, to liquidators, to a receiver, to the	2910
attorney for the complainant, or to any person properly rendering	2911
services beneficial to the association or to those interested in	2912
it;	2913

(11) The entry of a judgment or decree that, if it so	2914
provides, may operate as the deed or other instrument ordered to	2915
be executed, or the appointment of a master to execute that deed	2916
or instrument in the name of the association with the same effect	2917
as if executed by an authorized manager pursuant to authority	2918
conferred by the managers or by the members of the association if	2919
there is no manager competent to execute the deed or instrument,	2920
if the association or its managers do not perform or comply with a	2921
judgment or decree of court, or if the court considers it proper.	2922

(B) A judicial proceeding under this section concerning the	2923
winding up of the affairs of an unincorporated nonprofit	2924
association is a special proceeding, and final orders in the	2925
proceeding may be vacated, modified, or reversed on appeal	2926
pursuant to the Rules of Appellate Procedure and, to the extent	2927
not in conflict with those rules, Chapter 2505. of the Revised	2928
Code.	2929

Sec. 1745.54.  (A) If after an unincorporated nonprofit	2930
association is dissolved voluntarily or the period of existence of	2931
the association has expired a receiver is appointed to wind up the	2932
affairs of the association, all of the claims, demands, rights,	2933
interests, or liens of creditors, claimants, and members shall be	2934
determined as of the day on which the receiver was appointed.	2935
Unless it is otherwise ordered, that appointment vests in the	2936
receiver and the receiver's successors the right to the immediate	2937
possession of all of the property of the association that shall,	2938
if so ordered, execute and deliver conveyances of the property to	2939
the receiver or the receiver's nominee.	2940

(B) Any manager, member, or other person, whether a resident	2941
or nonresident of this state and however interested, may be	2942
appointed as receiver.	2943

(C) The receiver has all the authority vested in the managers	2944
and members of the association, shall exercise that authority	2945
subject to the orders that are made by the court, and may be	2946
required to qualify by giving bond to the state in the amount that	2947
the court fixes, with surety to the satisfaction of the clerk of	2948
the court, conditioned for the faithful discharge of the	2949
receiver's duties and for a due accounting for all money or	2950
property received by the receiver.	2951

Sec. 1745.55.  (A) An unincorporated nonprofit association	2952
may be dissolved judicially and its affairs wound up in any of the	2953
following manners:	2954

(1) By an order of the supreme court or of a court of appeals	2955
in an action in quo warranto brought as provided by sections	2956
2733.02 to 2733.39 of the Revised Code, in which event the court	2957
may order the affairs of the association to be wound up by its	2958
managers as in the case of voluntary dissolution or by proceedings	2959
in, and under the order of, the court of common pleas of the	2960
county in this state in which the association has its principal	2961
office;	2962

(2) By an order of the court of common pleas of the county in	2963
this state in which that association has its principal office, in	2964
an action brought by members entitled to dissolve the association	2965
voluntarily, if any of the following is established:	2966

(a) The association's period of existence as set forth in its	2967
governing principles has expired, and it is necessary in order to	2968
protect the members that the association be judicially dissolved.	2969

(b) The association is insolvent or is unable to afford	2970
reasonable security to those who may deal with it, and it is	2971
necessary in order to protect the creditors of the association	2972
that the association be judicially dissolved.	2973

(c) The objects of the association have wholly failed or are	2974
entirely abandoned, or their accomplishment is impracticable.	2975

(3) By an order of the court of common pleas of the county in	2976
this state in which the association has its principal office, in	2977
an action brought by a majority of the voting members or by any	2978
lesser proportion or number of members that are entitled by the	2979
governing principles to dissolve the association voluntarily, if	2980
it is established that it is beneficial to the members that the	2981
association be judicially dissolved;	2982

(4) By an order of the court of common pleas of the county in	2983
this state in which the association has its principal office, in	2984
an action brought by one-half of the managers if there is an even	2985
number of managers or by one-half of the members if it is	2986
established that the association has an even number of managers	2987
who are deadlocked in the management of the association's affairs,	2988
and the members are unable to break the deadlock, or if it is	2989
established that the association has an uneven number of managers,	2990
and the members are deadlocked in voting power and unable to agree	2991
upon or vote for the election of managers as successors to	2992
managers whose terms normally would expire upon the election of	2993
their successors.	2994

(B) A complaint for judicial dissolution shall be verified by	2995
any of the complainants and shall set forth facts showing that the	2996
case is one of those specified in this section. Unless the	2997
complainants set forth in the complaint that they are unable to	2998
annex a list of members, a schedule shall be annexed to the	2999
complaint setting forth the name of each member and the member's	3000
address if it is known.	3001

(C) Upon the filing of a complaint for judicial dissolution,	3002
the court with which it is filed shall have the power to issue	3003
injunctions, to appoint a receiver with the authority and duties	3004
that the court from time to time may direct, to take any other	3005
proceedings that may be necessary to protect the property or the	3006
rights of the complainants or of the persons interested, and to	3007
carry on the activities of the unincorporated nonprofit	3008
association until a full hearing can be had. Upon or after the	3009
filing of a complaint for judicial dissolution, the court by	3010
injunction or order may stay the prosecution of any proceeding	3011
against the unincorporated nonprofit association or involving any	3012
of its property and require the parties to it to present and prove	3013
their claims, demands, rights, interests, or liens at the time and	3014
in the manner required of creditors or others. The court may refer	3015
the complaint to a special master commissioner.	3016

(D) After a hearing had upon the notice that the court may	3017
direct to be given to all parties to the proceeding and to any	3018
other parties in interest designated by the court, a final order	3019
based either upon the evidence or upon the report of the special	3020
master commissioner if one has been appointed, shall be made	3021
dissolving the association or dismissing the complaint. An order	3022
or judgment for the judicial dissolution of an unincorporated	3023
nonprofit association shall contain a concise statement of the	3024
proceedings leading up to the order or judgment, the name of the	3025
association, the place in this state where its principal office is	3026
located, the names and addresses of its managers, the name and	3027
address of a statutory agent, and if desired, any other provisions	3028
with respect to the judicial dissolution and winding up of affairs	3029
that are considered necessary or desirable. Upon the issuance of	3030
that order or judgment, the association shall be dissolved. To the	3031
extent consistent with orders entered in that proceeding, the	3032
effect of the judicial dissolution shall be the same as in the	3033
case of voluntary dissolution, and the provisions of sections	3034
1745.52, 1745.53, and 1745.54 of the Revised Code with respect to	3035
the authority and duties of managers during the winding up of the	3036
affairs of an association dissolved voluntarily, the jurisdiction	3037
of courts over the winding up of the affairs of an association,	3038
and receivers for winding up the affairs of an association are	3039
applicable to associations that are judicially dissolved. If a	3040
statement is on file with the secretary of state appointing an	3041
agent authorized to receive service of process on the association,	3042
or if any other document is on file with the secretary of state	3043
with respect to the association, a certified copy of any order or	3044
judgment dissolving the association shall be filed with the	3045
secretary of state.	3046

(E) A judicial proceeding under this section concerning the	3047
judicial dissolution of an unincorporated nonprofit association is	3048
a special proceeding, and final orders in the proceeding may be	3049
vacated, modified, or reversed on appeal pursuant to the Rules of	3050
Appellate Procedure or the Rules of Practice of the Supreme Court,	3051
whichever are applicable, and, to the extent not in conflict with	3052
those rules, Chapter 2505. of the Revised Code.	3053

Sec. 1745.56.  (A) The members, the managers, and the	3054
officers of an unincorporated nonprofit association shall not be	3055
personally liable for any obligation of the association.	3056

(B)(1) Managers who vote for or assent to any of the	3057
following shall be jointly and severally liable to the association	3058
as provided in division (B)(2) of this section:	3059

(a) A distribution of assets to members contrary to law or	3060
the governing principles;	3061

(b) A distribution of assets to persons other than creditors	3062
during the winding up of the affairs of the association on	3063
dissolution or otherwise without the payment of all known	3064
obligations of the association or without making adequate	3065
provision for that payment;	3066

(c) The making of loans, other than in the usual conduct of	3067
its affairs or in accordance with provisions for the making of	3068
loans in the governing principles, to an officer, manager, or	3069
member of the association.	3070

(2) The managers described in division (B)(1) of this section	3071
shall be jointly and severally liable to the association as	3072
follows:	3073

(a) In cases under division (B)(1)(a) of this section, except	3074
as provided in division (B)(3) of this section, up to the amount	3075
of the distribution in excess of the amount that could have been	3076
distributed without violation of law or the governing principles	3077
but not in excess of the amount that would inure to the benefit of	3078
the creditors of the association if it was insolvent at the time	3079
of the distribution or there was reasonable ground to believe that	3080
by that action it would be rendered insolvent, or to the benefit	3081
of the members other than members of the class in respect of which	3082
the distribution was made;	3083

(b) In cases under division (B)(1)(b) of this section, except	3084
as provided in division (B)(3) of this section, to the extent that	3085
those obligations that are not otherwise barred by statute are not	3086
paid or for the payment of which adequate provision has not been	3087
made;	3088

(c) In cases under division (B)(1)(c) of this section, for	3089
the amount of the loan with interest at the rate of six per cent	3090
per annum until that amount has been paid.	3091

(3) A manager shall not be liable under division (B)(1)(a) or	3092
(b) of this section if in determining the amount available for any	3093
distribution under that division, the manager in good faith relied	3094
on a financial statement of the association prepared by an officer	3095
or employee of the association in charge of its accounts or	3096
certified by a public accountant or firm of public accountants, in	3097
good faith considered the assets to be of their book value, or	3098
followed what the manager believed to be sound accounting and	3099
business practice.	3100

(C) A manager who is present at a meeting of the managers or	3101
of a committee of the managers at which action on any matter is	3102
authorized or taken and who has not voted for or against that	3103
action shall be presumed to have voted for the action unless the	3104
manager's written dissent from the action is filed either during	3105
the meeting or within a reasonable time after the adjournment of	3106
the meeting, with the person acting as secretary of the meeting or	3107
with the secretary of the association.	3108

(D) A member who knowingly receives any distribution made	3109
contrary to law or the governing principles shall be liable to the	3110
association for the amount received by the member that is in	3111
excess of the amount that could have been distributed without	3112
violation of law or the governing principles.	3113

(E) A manager against whom a claim is asserted under or	3114
pursuant to this section and who is held liable on the claim shall	3115
be entitled to contribution, on equitable principles, from other	3116
managers who are also liable. Additionally, any manager against	3117
whom a claim is asserted under or pursuant to this section or who	3118
is held liable on the claim shall have a right of contribution	3119
from the members who knowingly received any distribution made	3120
contrary to law or the governing principles, and those members as	3121
among themselves shall also be entitled to contribution in	3122
proportion to the amounts received by them respectively.	3123

(F) No action shall be brought by or on behalf of an	3124
association upon any cause of action arising under division	3125
(B)(1)(a) or (b) of this section at any time after two years from	3126
the day on which the violation occurs.	3127

(G) Nothing in this section shall preclude any creditor whose	3128
claim is unpaid from exercising any rights that the creditor	3129
otherwise would have by law to enforce the creditor's claim	3130
against the assets of the association distributed to the members	3131
or other persons.	3132

Sec. 1745.57.  Sections 1745.05 to 1745.56 of the Revised	3133
Code do not affect any action or proceeding that is commenced, or	3134
any right that accrues, before those sections take effect.	3135

Sec. 2901.23.  (A) An organization may be convicted of an	3136
offense under any of the following circumstances:	3137

(1) The offense is a minor misdemeanor committed by an	3138
officer, agent, or employee of the organization acting in its	3139
behalf and within the scope of histhe officer's, agent's, or	3140
employee's office or employment, except that if the section	3141
defining the offense designates the officers, agents, or employees	3142
for whose conduct the organization is accountable or the	3143
circumstances under which it is accountable, suchthose provisions	3144
shall apply.	3145

(2) A purpose to impose organizational liability plainly	3146
appears in the section defining the offense, and the offense is	3147
committed by an officer, agent, or employee of the organization	3148
acting in its behalf and within the scope of histhe officer's,	3149
agent's, or employee's office or employment, except that if the	3150
section defining the offense designates the officers, agents, or	3151
employees for whose conduct the organization is accountable or the	3152
circumstances under which it is accountable, suchthose provisions	3153
shall apply.	3154

(3) The offense consists of an omission to discharge a	3155
specific duty imposed by law on the organization.	3156

(4) If, acting with the kind of culpability otherwise	3157
required for the commission of the offense, its commission was	3158
authorized, requested, commanded, tolerated, or performed by the	3159
board of directors, trustees, partners, or by a high managerial	3160
officer, agent, or employee acting in behalf of the organization	3161
and within the scope of hissuch a board's or person's office or	3162
employment.	3163

(B) WhenIf strict liability is imposed for the commission of	3164
an offense, a purpose to impose organizational liability shall be	3165
presumed, unless the contrary plainly appears.	3166

(C) In a prosecution of an organization for an offense other	3167
than one for which strict liability is imposed, it is a defense	3168
that the high managerial officer, agent, or employee having	3169
supervisory responsibility over the subject matter of the offense	3170
exercised due diligence to prevent its commission. This defense is	3171
not available if it plainly appears inconsistent with the purpose	3172
of the section defining the offense.	3173

(D) As used in this section, "organization" means a	3174
corporation for profit or not for profit, partnership, limited	3175
partnership, joint venture, unincorporated nonprofit association,	3176
estate, trust, or other commercial or legal entity. "Organization"	3177
does not include an entity organized as or by a governmental	3178
agency for the execution of a governmental program.	3179

Sec. 3955.06.  (A) There is hereby created a nonprofitan	3180
unincorporated nonprofit association to be known as the Ohio	3181
insurance guaranty association. All member insurers, as defined in	3182
division (D) of section 3955.01 of the Revised Code, shall be and	3183
remain members of the association as a condition of their	3184
authority to transact insurance in this state. The association	3185
shall perform its functions under a plan of operation established	3186
and approved under section 3955.09 of the Revised Code and shall	3187
exercise its powers through a board of directors established under	3188
section 3955.07 of the Revised Code.	3189

(B) For purposes of administration and assessment, the	3190
association shall be divided into two accounts:	3191

(1) The automobile insurance account;

3192

(2) The account for all other insurance to which sections	3193
3955.01 to 3955.19 of the Revised Code apply.	3194

Sec. 3956.06.  (A) There is hereby created a nonprofitan	3195
unincorporated nonprofit association to be known as the Ohio life	3196
and health insurance guaranty association. All member insurers	3197
shall be and remain members of the association as a condition of	3198
their authority to transact the business of insurance in this	3199
state. The association shall perform its functions under the plan	3200
of operation established and approved under section 3956.10 of the	3201
Revised Code and shall exercise its powers through a board of	3202
directors established under section 3956.07 of the Revised Code.	3203
For purposes of administration and assessment, the association	3204
shall maintain the following two accounts:	3205

(1) The life insurance and annuity account whichthat	3206
includes the following subaccounts:	3207

(a) Life insurance subaccount;

3208

(b) Annuity subaccount;

3209

(c) Unallocated annuity subaccount whichthat also includes	3210
all annuity contracts meeting the requirements of section 403(b)	3211
of the "Internal Revenue Code of 1986," 100 Stat. 2085, 26	3212
U.S.C.A. 1, as amended.	3213

(2) The health insurance account.

3214

(B) The association is subject to the supervision of the	3215
superintendent of insurance and to the applicable insurance laws	3216
of this state.	3217

Sec. 4121.70.  (A) There is hereby created the	3218
labor-management government advisory council consisting of fifteen	3219
members appointed as follows:	3220

(1) The governor, with the advice and consent of the senate,	3221
shall appoint three members who, by training and vocation, are	3222
representative of labor and three members who, by training and	3223
vocation, are representative of employers.	3224

(2) Ex officio, the chairpersons of the standing committees	3225
of the house of representatives and the senate to which	3226
legislation concerned with workers' compensation is customarily	3227
referred. A chairperson may designate the vice-chairperson of the	3228
committee to serve instead.	3229

(3) One person who by training and vocation represents labor	3230
and one person who by training and vocation represents employers	3231
of differing political parties appointed by the speaker of the	3232
house of representatives.	3233

(4) One person who by training and vocation represents labor	3234
and one person who by training and vocation represents employers	3235
of differing political parties appointed by the president of the	3236
senate.	3237

(5) One person who by training and vocation represents	3238
nonprofit vocational rehabilitation services providers that	3239
deliver services to injured workers, appointed by the speaker of	3240
the house of representatives;	3241

(6) One person who by training and vocation represents	3242
nonprofit vocational rehabilitation services providers that	3243
deliver services to injured workers, appointed by the president of	3244
the senate;	3245

(7) The governor, with the advice and consent of the senate,	3246
shall apointappoint one member who, by training and vocation,	3247
represents a nonprofit associationorganization of vocational	3248
rehabilitation services providers that deliver services to injured	3249
workers.	3250

(B) Members appointed by the governor shall serve for a term	3251
of six years with each term ending on the same day of the year in	3252
which the member was first appointed, except that each member	3253
shall serve for a period of sixty additional days at the end of	3254
the member's term or until the member's successor is appointed and	3255
qualifies, whichever date occurs first. Of the members first	3256
appointed to the council by the governor, one member each	3257
representing labor and management shall serve an initial term of	3258
two years, one member each representing labor and management shall	3259
serve a term of four years, and the remaining two members shall	3260
serve full six-year terms. The members initially appointed by the	3261
speaker of the house of representatives and the president of the	3262
senate shall serve a term of six years. Thereafter, members shall	3263
be appointed to and serve full six-year terms. Members are	3264
eligible for reappointment to any number of additional terms.	3265

Legislative members shall serve a term that coincides with	3266
the two-year legislative session in which they are first appointed	3267
with each term ending on the thirty-first day of December of the	3268
even-numbered year. Legislative members are eligible for	3269
reappointment.	3270

Vacancies on the council shall be filled in the same manner	3271
as the original appointment. All members of the council shall	3272
serve without additional compensation but shall be reimbursed by	3273
the bureau of workers' compensation for actual and necessary	3274
expenses.	3275

The council shall advise the bureau of workers' compensation	3276
board of directors and the administrator of workers' compensation	3277
on the quality and effectiveness of rehabilitation services and	3278
make recommendations pertaining to the bureau's rehabilitation	3279
program, including the operation of that program.	3280

Sec. 4303.201.  (A) As used in this section:

3281

(1) "Convention facility" means any structure owned or leased	3282
by a municipal corporation or county which was expressly designed	3283
and constructed and is currently used for the purpose of	3284
presenting conventions, public meetings, and exhibitions.	3285

(2) "Nonprofit organization" means any unincorporated	3286
nonprofit association or nonprofit corporation that is not formed	3287
for the pecuniary gain or profit of, and whose net earnings or any	3288
part thereofof whose net earnings is not distributable to, its	3289
members, trustees, officers, or other private persons; provided,	3290
that the payment of reasonable compensation for services rendered	3291
and the distribution of assets on dissolution shall not be	3292
considered pecuniary gain or profit or distribution of earnings in	3293
an association or corporation all of whose members are nonprofit	3294
corporations. Distribution of earnings to member organizations	3295
does not deprive it of the status of a nonprofit organization.	3296

(B) An F-1 permit may be issued to any nonprofit organization	3297
to allow the nonprofit organization and its members and their	3298
guests to lawfully bring beer, wine, and intoxicating liquor in	3299
its original package, flasks, or other containers into a	3300
convention facility for consumption therein, if both of the	3301
following requirements are met:	3302

(1) The superintendent of liquor control is satisfied the	3303
organization meets the definition of a nonprofit organization as	3304
set forth in division (A)(2) of this section, the nonprofit	3305
organization's membership includes persons residing in two or more	3306
states, and the organization's total membership is in excess of	3307
five hundred. The superintendent may accept a sworn statement by	3308
the president or other chief executive officer of the nonprofit	3309
organization as proof of the matters required in this division.	3310

(2) The managing official or employee of the convention	3311
facility has given written consent to the use of the convention	3312
facility and to the application for the F-1 permit, as shown in	3313
the nonprofit organization's application to the superintendent.	3314

(C) The superintendent shall specify individually the	3315
effective period of each F-1 permit on the permit, which shall not	3316
exceed three days. The fee for an F-1 permit is two hundred fifty	3317
dollars. The superintendent shall prepare and make available	3318
application forms to request F-1 permits and may require	3319
applicants to furnish such information as the superintendent	3320
determines to be necessary for the administration of this section.	3321

(D) No holder of an F-1 permit shall make a specific charge	3322
for beer, wine, or intoxicating liquor by the drink, or in its	3323
original package, flasks, or other containers in connection with	3324
its use of the convention facility under the permit.	3325

Sec. 4303.204. (A) The division of liquor control may issue	3326
an F-4 permit to an associationorganization or corporation	3327
organized not-for-profit in this state to conduct an event that	3328
includes the introduction, showcasing, or promotion of Ohio wines,	3329
if the event has all of the following characteristics:	3330

(1) It is coordinated by that associationorganization or	3331
corporation, and the associationorganization or corporation is	3332
responsible for the activities at it.	3333

(2) It has as one of its purposes the intent to introduce,	3334
showcase, or promote Ohio wines to persons who attend it.	3335

(3) It includes the sale of food for consumption on the	3336
premises where sold.	3337

(4) It features at least three A-2 permit holders who sell	3338
Ohio wine at it.	3339

(B) The holder of an F-4 permit may furnish, with or without	3340
charge, wine that it has obtained from the A-2 permit holders that	3341
are participating in the event for which the F-4 permit is issued,	3342
in two-ounce samples for consumption on the premises where	3343
furnished and may sell such wine by the glass for consumption on	3344
the premises where sold. The holder of an A-2 permit that is	3345
participating in the event for which the F-4 permit is issued may	3346
sell wine that it has manufactured, in sealed containers for	3347
consumption off the premises where sold. Wine may be furnished or	3348
sold on the premises of the event for which the F-4 permit is	3349
issued only where and when the sale of wine is otherwise permitted	3350
by law.	3351

(C) The premises of the event for which the F-4 permit is	3352
issued shall be clearly defined and sufficiently restricted to	3353
allow proper enforcement of the permit by state and local law	3354
enforcement officers. If an F-4 permit is issued for all or a	3355
portion of the same premises for which another class of permit is	3356
issued, that permit holder's privileges will be suspended in that	3357
portion of the premises in which the F-4 permit is in effect.	3358

(D) No F-4 permit shall be effective for more than	3359
seventy-two consecutive hours. No sales or furnishing of wine	3360
shall take place under an F-4 permit after one a.m.	3361

(E) The division shall not issue more than six F-4 permits to	3362
the same not-for-profit associationorganization or corporation in	3363
any one calendar year.	3364

(F) An applicant for an F-4 permit shall apply for the permit	3365
not later than thirty days prior to the first day of the event for	3366
which the permit is sought. The application for the permit shall	3367
list all of the A-2 permit holders that will participate in the	3368
event for which the F-4 permit is sought. The fee for the F-4	3369
permit is sixty dollars per day.	3370

The division shall prepare and make available an F-4 permit	3371
application form and may require applicants for and holders of the	3372
F-4 permit to provide information that is in addition to that	3373
required by this section and that is necessary for the	3374
administration of this section.	3375

(G)(1) The holder of an F-4 permit is responsible for, and is	3376
subject to penalties for, any violations of this chapter or	3377
Chapter 4301. of the Revised Code or the rules adopted under this	3378
and that chapter.	3379

(2) An F-4 permit holder shall not allow an A-2 permit holder	3380
to participate in the event for which the F-4 permit is issued if	3381
the A-2 or A-1-A permit of that A-2 permit holder is under	3382
suspension.	3383

(3) The division may refuse to issue an F-4 permit to an	3384
applicant who has violated any provision of this chapter or	3385
Chapter 4301. of the Revised Code during the applicant's previous	3386
operation under an F-4 permit, for a period of up to two years	3387
after the date of the violation.	3388

(H)(1) Notwithstanding division (D) of section 4301.22 of the	3389
Revised Code, an A-2 permit holder that participates in an event	3390
for which an F-4 permit is issued may donate wine that it has	3391
manufactured to the holder of that F-4 permit. The holder of an	3392
F-4 permit may return unused and sealed containers of wine to the	3393
A-2 permit holder that donated the wine at the conclusion of the	3394
event for which the F-4 permit was issued.	3395

(2) The participation by an A-2 permit holder or its	3396
employees in an event for which an F-4 permit is issued does not	3397
violate section 4301.24 of the Revised Code.	3398

Sec. 4303.207. (A) As used in this section:

3399

(1) "Nonprofit organization" means any unincorporated	3400
nonprofit association or nonprofit corporation that is not formed	3401
for the pecuniary gain or profit of, and whose net earnings or any	3402
part of whose net earnings is not distributable to, its members,	3403
trustees, directors, officers, or other private persons.	3404

(2) "Qualified golf event" means a golf tournament or other	3405
golf competition event that meets all of the following	3406
requirements:	3407

(a) It is hosted by the nonprofit organization to which an	3408
F-7 permit is issued.	3409

(b) It is sanctioned by a recognized national golf	3410
organization.	3411

(c) It includes the sale of food for consumption on the	3412
premises for which an F-7 permit is issued.	3413

(d) Contributions to charity are made from the proceeds of	3414
the event that equal in the aggregate at least two hundred	3415
thousand dollars.	3416

(3) "Recognized national golf organization" means any of the	3417
following:	3418

(a) The United States golf association;

3419

(b) The professional golf association of America (PGA);

3420

(c) The PGA tour, including the champions tour and the	3421
nationwide tour;	3422

(d) The LPGA tour;

3423

(e) The successors of any organization listed in divisions	3424
(A)(3)(a) to (d) of this section.	3425

(B) An F-7 permit may be issued to a nonprofit organization	3426
to sell beer, wine, mixed beverages, and spirituous liquor by the	3427
individual drink at a qualified golf event being held on premises	3428
located in a political subdivision or part of a political	3429
subdivision where the sale of beer, wine, mixed beverages, and	3430
spirituous liquor is otherwise permitted by law on that day, if	3431
both of the following requirements are met:	3432

(1) The superintendent of liquor control is satisfied that	3433
the organization is a nonprofit organization. For this purpose,	3434
the superintendent may accept as proof a sworn statement by the	3435
president or other chief executive officer of the applicant	3436
organization.	3437

(2) The superintendent is satisfied that the event for which	3438
the F-7 permit is sought to be issued is a qualified golf event.	3439
For this purpose, the superintendent may accept as proof a sworn	3440
statement by the president or other chief executive officer of the	3441
applicant organization.	3442

(C) The premises for which the F-7 permit is issued shall	3443
meet all of the following requirements:	3444

(1) Be owned or leased by the nonprofit organization to which	3445
the F-7 permit is issued;	3446

(2) Be limited to areas in which the qualified golf event is	3447
conducted and to other areas that are contiguous to those areas in	3448
which the qualified golf event is conducted, which areas are	3449
specifically designated for food and beverage consumption and	3450
hospitality for the qualified golf event;	3451

(3) Be clearly defined;

3452

(4) Be sufficiently restricted to allow proper supervision of	3453
use of the permit by state and local law enforcement personnel.	3454

(D) A nonprofit organization to which an F-7 permit is issued	3455
shall be held responsible for any conduct that violates the laws	3456
pertaining to the sale of beer, wine, mixed beverages, or	3457
spirituous liquor.	3458

(E) The division of liquor control shall prepare and make	3459
available an F-7 permit application form and may require	3460
applicants for the permit to provide information that, in addition	3461
to the information required by this section, is necessary for the	3462
administration of this section.	3463

(F) An F-7 permit shall be effective for a period not to	3464
exceed eight consecutive days. The division of liquor control	3465
shall not issue more than two F-7 permits per calendar year to the	3466
same nonprofit organization. The fee for an F-7 permit is four	3467
hundred fifty dollars.	3468

Sec. 5111.151. (A)(1) This section applies only to either of	3469
the following:	3470

(a) Initial eligibility determinations for the medicaid	3471
program made by the department of job and family services pursuant	3472
to section 5101.47 of the Revised Code or by a county department	3473
of job and family services pursuant to section 5111.012 of the	3474
Revised Code;	3475

(b) An appeal from a determination described in division	3476
(A)(1)(a) of this section pursuant to section 5101.35 of the	3477
Revised Code.	3478

(2)(a) Except as provided in division (A)(2)(b) of this	3479
section, this section shall not be used by a court to determine	3480
the effect of a trust on an individual's initial eligibility for	3481
the medicaid program.	3482

(b) The prohibition in division (A)(2)(a) of this section	3483
does not apply to an appeal described in division (A)(1)(b) of	3484
this section.	3485

(B) As used in this section:

3486

(1) "Trust" means any arrangement in which a grantor	3487
transfers real or personal property to a trust with the intention	3488
that it be held, managed, or administered by at least one trustee	3489
for the benefit of the grantor or beneficiaries. "Trust" includes	3490
any legal instrument or device similar to a trust.	3491

(2) "Legal instrument or device similar to a trust" includes,	3492
but is not limited to, escrow accounts, investment accounts,	3493
partnerships, contracts, and other similar arrangements that are	3494
not called trusts under state law but are similar to a trust and	3495
to which all of the following apply:	3496

(a) The property in the trust is held, managed, retained, or	3497
administered by a trustee.	3498

(b) The trustee has an equitable, legal, or fiduciary duty to	3499
hold, manage, retain, or administer the property for the benefit	3500
of the beneficiary.	3501

(c) The trustee holds identifiable property for the	3502
beneficiary.	3503

(3) "Grantor" is a person who creates a trust, including all	3504
of the following:	3505

(a) An individual;

3506

(b) An individual's spouse;

3507

(c) A person, including a court or administrative body, with	3508
legal authority to act in place of or on behalf of an individual	3509
or an individual's spouse;	3510

(d) A person, including a court or administrative body, that	3511
acts at the direction or on request of an individual or the	3512
individual's spouse.	3513

(4) "Beneficiary" is a person or persons, including a	3514
grantor, who benefits in some way from a trust.	3515

(5) "Trustee" is a person who manages a trust's principal and	3516
income for the benefit of the beneficiaries.	3517

(6) "Person" has the same meaning as in section 1.59 of the	3518
Revised Code and includes an individual, corporation, business	3519
trust, estate, trust, partnership, and association.	3520

(7) "Applicant" is an individual who applies for medicaid or	3521
the individual's spouse.	3522

(8) "Recipient" is an individual who receives medicaid or the	3523
individual's spouse.	3524

(9) "Revocable trust" is a trust that can be revoked by the	3525
grantor or the beneficiary, including all of the following, even	3526
if the terms of the trust state that it is irrevocable:	3527

(a) A trust that provides that the trust can be terminated	3528
only by a court;	3529

(b) A trust that terminates on the happening of an event, but	3530
only if the event occurs at the direction or control of the	3531
grantor, beneficiary, or trustee.	3532

(10) "Irrevocable trust" is a trust that cannot be revoked by	3533
the grantor or terminated by a court and that terminates only on	3534
the occurrence of an event outside of the control or direction of	3535
the beneficiary or grantor.	3536

(11) "Payment" is any disbursal from the principal or income	3537
of the trust, including actual cash, noncash or property	3538
disbursements, or the right to use and occupy real property.	3539

(12) "Payments to or for the benefit of the applicant or	3540
recipient" is a payment to any person resulting in a direct or	3541
indirect benefit to the applicant or recipient.	3542

(13) "Testamentary trust" is a trust that is established by a	3543
will and does not take effect until after the death of the person	3544
who created the trust.	3545

(C)(1) If an applicant or recipient is a beneficiary of a	3546
trust, the county department of job and family services shall	3547
determine what type of trust it is and shall treat the trust in	3548
accordance with the appropriate provisions of this section and	3549
rules adopted by the department of job and family services	3550
governing trusts. The county department of job and family services	3551
may determine that the trust or portion of the trust:	3552

(a) Is a resource available to the applicant or recipient;

3553

(b) Contains income available to the applicant or recipient;

3554

(c) Constitutes both items described in divisions (C)(1)(a)	3555
and (b) of this section;	3556

(d) Is neither an item described in division (C)(1)(a) nor	3557
(C)(1)(b) of this section.	3558

(2) Except as provided in division (F) of this section, a	3559
trust or portion of a trust that is a resource available to the	3560
applicant or recipient or contains income available to the	3561
applicant or recipient shall be counted for purposes of	3562
determining medicaid eligibility.	3563

(D)(1) A trust or legal instrument or device similar to a	3564
trust shall be considered a medicaid qualifying trust if all of	3565
the following apply:	3566

(a) The trust was established on or prior to August 10, 1993.

3567

(b) The trust was not established by a will.

3568

(c) The trust was established by an applicant or recipient.

3569

(d) The applicant or recipient is or may become the	3570
beneficiary of all or part of the trust.	3571

(e) Payment from the trust is determined by one or more	3572
trustees who are permitted to exercise any discretion with respect	3573
to the distribution to the applicant or recipient.	3574

(2) If a trust meets the requirement of division (D)(1) of	3575
this section, the amount of the trust that is considered by the	3576
county department of job and family services to be a resource	3577
available to the applicant or recipient shall be the maximum	3578
amount of payments permitted under the terms of the trust to be	3579
distributed to the applicant or recipient, assuming the full	3580
exercise of discretion by the trustee or trustees. The maximum	3581
amount shall include only amounts that are permitted to be	3582
distributed but are not distributed from either the income or	3583
principal of the trust.	3584

(3) Amounts that are actually distributed from a medicaid	3585
qualifying trust to a beneficiary for any purpose shall be treated	3586
in accordance with rules adopted by the department of job and	3587
family services governing income.	3588

(4) Availability of a medicaid qualifying trust shall be	3589
considered without regard to any of the following:	3590

(a) Whether or not the trust is irrevocable or was	3591
established for purposes other than to enable a grantor to qualify	3592
for medicaid, medical assistance for covered families and	3593
children, or as a qualified medicare beneficiary, specified	3594
low-income medicare beneficiary, qualifying individual-1, or	3595
qualifying individual-2;	3596

(b) Whether or not the trustee actually exercises discretion.

3597

(5) If any real or personal property is transferred to a	3598
medicaid qualifying trust that is not distributable to the	3599
applicant or recipient, the transfer shall be considered an	3600
improper disposition of assets and shall be subject to section	3601
5111.0116 of the Revised Code and rules to implement that section	3602
adopted under section 5111.011 of the Revised Code.	3603

(6) The baseline date for the look-back period for	3604
disposition of assets involving a medicaid qualifying trust shall	3605
be the date on which the applicant or recipient is both	3606
institutionalized and first applies for medicaid.	3607

(E)(1) A trust or legal instrument or device similar to a	3608
trust shall be considered a self-settled trust if all of the	3609
following apply:	3610

(a) The trust was established on or after August 11, 1993.

3611

(b) The trust was not established by a will.

3612

(c) The trust was established by an applicant or recipient,	3613
spouse of an applicant or recipient, or a person, including a	3614
court or administrative body, with legal authority to act in place	3615
of or on behalf of an applicant, recipient, or spouse, or acting	3616
at the direction or on request of an applicant, recipient, or	3617
spouse.	3618

(2) A trust that meets the requirements of division (E)(1) of	3619
this section and is a revocable trust shall be treated by the	3620
county department of job and family services as follows:	3621

(a) The corpus of the trust shall be considered a resource	3622
available to the applicant or recipient.	3623

(b) Payments from the trust to or for the benefit of the	3624
applicant or recipient shall be considered unearned income of the	3625
applicant or recipient.	3626

(c) Any other payments from the trust shall be considered an	3627
improper disposition of assets and shall be subject to section	3628
5111.0116 of the Revised Code and rules to implement that section	3629
adopted under section 5111.011 of the Revised Code.	3630

(3) A trust that meets the requirements of division (E)(1) of	3631
this section and is an irrevocable trust shall be treated by the	3632
county department of job and family services as follows:	3633

(a) If there are any circumstances under which payment from	3634
the trust could be made to or for the benefit of the applicant or	3635
recipient, including a payment that can be made only in the	3636
future, the portion from which payments could be made shall be	3637
considered a resource available to the applicant or recipient. The	3638
county department of job and family services shall not take into	3639
account when payments can be made.	3640

(b) Any payment that is actually made to or for the benefit	3641
of the applicant or recipient from either the corpus or income	3642
shall be considered unearned income.	3643

(c) If a payment is made to someone other than to the	3644
applicant or recipient and the payment is not for the benefit of	3645
the applicant or recipient, the payment shall be considered an	3646
improper disposition of assets and shall be subject to section	3647
5111.0116 of the Revised Code and rules to implement that section	3648
adopted under section 5111.011 of the Revised Code.	3649

(d) The date of the disposition shall be the later of the	3650
date of establishment of the trust or the date of the occurrence	3651
of the event.	3652

(e) When determining the value of the disposed asset under	3653
this provision, the value of the trust shall be its value on the	3654
date payment to the applicant or recipient was foreclosed.	3655

(f) Any income earned or other resources added subsequent to	3656
the foreclosure date shall be added to the total value of the	3657
trust.	3658

(g) Any payments to or for the benefit of the applicant or	3659
recipient after the foreclosure date but prior to the application	3660
date shall be subtracted from the total value. Any other payments	3661
shall not be subtracted from the value.	3662

(h) Any addition of assets after the foreclosure date shall	3663
be considered a separate disposition.	3664

(4) If a trust is funded with assets of another person or	3665
persons in addition to assets of the applicant or recipient, the	3666
applicable provisions of this section and rules adopted by the	3667
department of job and family services governing trusts shall apply	3668
only to the portion of the trust attributable to the applicant or	3669
recipient.	3670

(5) The availability of a self-settled trust shall be	3671
considered without regard to any of the following:	3672

(a) The purpose for which the trust is established;

3673

(b) Whether the trustees have exercised or may exercise	3674
discretion under the trust;	3675

(c) Any restrictions on when or whether distributions may be	3676
made from the trust;	3677

(d) Any restrictions on the use of distributions from the	3678
trust.	3679

(6) The baseline date for the look-back period for	3680
dispositions of assets involving a self-settled trust shall be the	3681
date on which the applicant or recipient is both institutionalized	3682
and first applies for medicaid.	3683

(F) The principal or income from any of the following shall	3684
not be a resource available to the applicant or recipient:	3685

(1)(a) A special needs trust that meets all of the following	3686
requirements:	3687

(i) The trust contains assets of an applicant or recipient	3688
under sixty-five years of age and may contain the assets of other	3689
individuals.	3690

(ii) The applicant or recipient is disabled as defined in	3691
rules adopted by the department of job and family services.	3692

(iii) The trust is established for the benefit of the	3693
applicant or recipient by a parent, grandparent, legal guardian,	3694
or a court.	3695

(iv) The trust requires that on the death of the applicant or	3696
recipient the state will receive all amounts remaining in the	3697
trust up to an amount equal to the total amount of medicaid paid	3698
on behalf of the applicant or recipient.	3699

(b) If a special needs trust meets the requirements of	3700
division (F)(1)(a) of this section and has been established for a	3701
disabled applicant or recipient under sixty-five years of age, the	3702
exemption for the trust granted pursuant to division (F) of this	3703
section shall continue after the disabled applicant or recipient	3704
becomes sixty-five years of age if the applicant or recipient	3705
continues to be disabled as defined in rules adopted by the	3706
department of job and family services. Except for income earned by	3707
the trust, the grantor shall not add to or otherwise augment the	3708
trust after the applicant or recipient attains sixty-five years of	3709
age. An addition or augmentation of the trust by the applicant or	3710
recipient with the applicant's own assets after the applicant or	3711
recipient attains sixty-five years of age shall be treated as an	3712
improper disposition of assets.	3713

(c) Cash distributions to the applicant or recipient shall be	3714
counted as unearned income. All other distributions from the trust	3715
shall be treated as provided in rules adopted by the department of	3716
job and family services governing in-kind income.	3717

(d) Transfers of assets to a special needs trust shall not be	3718
treated as an improper transfer of resources. An Assetasset held	3719
prior to the transfer to the trust shall be considered as a	3720
resource available to the applicant or recipient, income available	3721
to the applicant or recipient, or both a resource and income	3722
available to the individual.	3723

(2)(a) A qualifying income trust that meets all of the	3724
following requirements:	3725

(i) The trust is composed only of pension, social security,	3726
and other income to the applicant or recipient, including	3727
accumulated interest in the trust.	3728

(ii) The income is received by the individual and the right	3729
to receive the income is not assigned or transferred to the trust.	3730

(iii) The trust requires that on the death of the applicant	3731
or recipient the state will receive all amounts remaining in the	3732
trust up to an amount equal to the total amount of medicaid paid	3733
on behalf of the applicant or recipient.	3734

(b) No resources shall be used to establish or augment the	3735
trust.	3736

(c) If an applicant or recipient has irrevocably transferred	3737
or assigned the applicant's or recipient's right to receive income	3738
to the trust, the trust shall not be considered a qualifying	3739
income trust by the county department of job and family services.	3740

(d) Income placed in a qualifying income trust shall not be	3741
counted in determining an applicant's or recipient's eligibility	3742
for medicaid. The recipient of the funds may place any income	3743
directly into a qualifying income trust without those funds	3744
adversely affecting the applicant's or recipient's eligibility for	3745
medicaid. Income generated by the trust that remains in the trust	3746
shall not be considered as income to the applicant or recipient.	3747

(e) All income placed in a qualifying income trust shall be	3748
combined with any income available to the individual that is not	3749
placed in the trust to arrive at a base income figure to be used	3750
for spend down calculations.	3751

(f) The base income figure shall be used for post-eligibility	3752
deductions, including personal needs allowance, monthly income	3753
allowance, family allowance, and medical expenses not subject to	3754
third party payment. Any income remaining shall be used toward	3755
payment of patient liability. Payments made from a qualifying	3756
income trust shall not be combined with the base income figure for	3757
post-eligibility calculations.	3758

(g) The base income figure shall be used when determining the	3759
spend down budget for the applicant or recipient. Any income	3760
remaining after allowable deductions are permitted as provided	3761
under rules adopted by the department of job and family services	3762
shall be considered the applicant's or recipient's spend down	3763
liability.	3764

(3)(a) A pooled trust that meets all of the following	3765
requirements:	3766

(i) The trust contains the assets of the applicant or	3767
recipient of any age who is disabled as defined in rules adopted	3768
by the department of job and family services.	3769

(ii) The trust is established and managed by a nonprofit	3770
associationorganization.	3771

(iii) A separate account is maintained for each beneficiary	3772
of the trust but, for purposes of investment and management of	3773
funds, the trust pools the funds in these accounts.	3774

(iv) Accounts in the trust are established by the applicant	3775
or recipient, the applicant's or recipient's parent, grandparent,	3776
or legal guardian, or a court solely for the benefit of	3777
individuals who are disabled.	3778

(v) The trust requires that, to the extent that any amounts	3779
remaining in the beneficiary's account on the death of the	3780
beneficiary are not retained by the trust, the trust pay to the	3781
state the amounts remaining in the trust up to an amount equal to	3782
the total amount of medicaid paid on behalf of the beneficiary.	3783

(b) Cash distributions to the applicant or recipient shall be	3784
counted as unearned income. All other distributions from the trust	3785
shall be treated as provided in rules adopted by the department of	3786
job and family services governing in-kind income.	3787

(c) Transfers of assets to a pooled trust shall not be	3788
treated as an improper disposition of assets. An asset held prior	3789
to the transfer to the trust shall be considered as a resource	3790
available to the applicant or recipient, income available to the	3791
applicant or recipient, or both a resource and income available to	3792
the applicant or recipient.	3793

(4) A supplemental services trust that meets the requirements	3794
of section 5815.28 of the Revised Code and to which all of the	3795
following apply:	3796

(a) A person may establish a supplemental services trust	3797
pursuant to section 5815.28 of the Revised Code only for another	3798
person who is eligible to receive services through one of the	3799
following agencies:	3800

(i) The department of developmental disabilities;

3801

(ii) A county board of developmental disabilities;

3802

(iii) The department of mental health;

3803

(iv) A board of alcohol, drug addiction, and mental health	3804
services.	3805

(b) A county department of job and family services shall not	3806
determine eligibility for another agency's program. An applicant	3807
or recipient shall do one of the following:	3808

(i) Provide documentation from one of the agencies listed in	3809
division (F)(4)(a) of this section that establishes that the	3810
applicant or recipient was determined to be eligible for services	3811
from the agency at the time of the creation of the trust;	3812

(ii) Provide an order from a court of competent jurisdiction	3813
that states that the applicant or recipient was eligible for	3814
services from one of the agencies listed in division (F)(4)(a) of	3815
this section at the time of the creation of the trust.	3816

(c) At the time the trust is created, the trust principal	3817
does not exceed the maximum amount permitted. The maximum amount	3818
permitted in calendar year 2006 is two hundred twenty-two thousand	3819
dollars. Each year thereafter, the maximum amount permitted is the	3820
prior year's amount plus two thousand dollars.	3821

(d) A county department of job and family services shall	3822
review the trust to determine whether it complies with the	3823
provisions of section 5815.28 of the Revised Code.	3824

(e) Payments from supplemental services trusts shall be	3825
exempt as long as the payments are for supplemental services as	3826
defined in rules adopted by the department of job and family	3827
services. All supplemental services shall be purchased by the	3828
trustee and shall not be purchased through direct cash payments to	3829
the beneficiary.	3830

(f) If a trust is represented as a supplemental services	3831
trust and a county department of job and family services	3832
determines that the trust does not meet the requirements provided	3833
in division (F)(4) of this section and section 5815.28 of the	3834
Revised Code, the county department of job and family services	3835
shall not consider it an exempt trust.	3836

(G)(1) A trust or legal instrument or device similar to a	3837
trust shall be considered a trust established by an individual for	3838
the benefit of the applicant or recipient if all of the following	3839
apply:	3840

(a) The trust is created by a person other than the applicant	3841
or recipient.	3842

(b) The trust names the applicant or recipient as a	3843
beneficiary.	3844

(c) The trust is funded with assets or property in which the	3845
applicant or recipient has never held an ownership interest prior	3846
to the establishment of the trust.	3847

(2) Any portion of a trust that meets the requirements of	3848
division (G)(1) of this section shall be a resource available to	3849
the applicant or recipient only if the trust permits the trustee	3850
to expend principal, corpus, or assets of the trust for the	3851
applicant's or recipient's medical care, care, comfort,	3852
maintenance, health, welfare, general well being, or any	3853
combination of these purposes.	3854

(3) A trust that meets the requirements of division (G)(1) of	3855
this section shall be considered a resource available to the	3856
applicant or recipient even if the trust contains any of the	3857
following types of provisions:	3858

(a) A provision that prohibits the trustee from making	3859
payments that would supplant or replace medicaid or other public	3860
assistance;	3861

(b) A provision that prohibits the trustee from making	3862
payments that would impact or have an effect on the applicant's or	3863
recipient's right, ability, or opportunity to receive medicaid or	3864
other public assistance;	3865

(c) A provision that attempts to prevent the trust or its	3866
corpus or principal from being a resource available to the	3867
applicant or recipient.	3868

(4) A trust that meets the requirements of division (G)(1) of	3869
this section shall not be counted as a resource available to the	3870
applicant or recipient if at least one of the following	3871
circumstances applies:	3872

(a) If a trust contains a clear statement requiring the	3873
trustee to preserve a portion of the trust for another beneficiary	3874
or remainderman, that portion of the trust shall not be counted as	3875
a resource available to the applicant or recipient. Terms of a	3876
trust that grant discretion to preserve a portion of the trust	3877
shall not qualify as a clear statement requiring the trustee to	3878
preserve a portion of the trust.	3879

(b) If a trust contains a clear statement requiring the	3880
trustee to use a portion of the trust for a purpose other than	3881
medical care, care, comfort, maintenance, welfare, or general well	3882
being of the applicant or recipient, that portion of the trust	3883
shall not be counted as a resource available to the applicant or	3884
recipient. Terms of a trust that grant discretion to limit the use	3885
of a portion of the trust shall not qualify as a clear statement	3886
requiring the trustee to use a portion of the trust for a	3887
particular purpose.	3888

(c) If a trust contains a clear statement limiting the	3889
trustee to making fixed periodic payments, the trust shall not be	3890
counted as a resource available to the applicant or recipient and	3891
payments shall be treated in accordance with rules adopted by the	3892
department of job and family services governing income. Terms of a	3893
trust that grant discretion to limit payments shall not qualify as	3894
a clear statement requiring the trustee to make fixed periodic	3895
payments.	3896

(d) If a trust contains a clear statement that requires the	3897
trustee to terminate the trust if it is counted as a resource	3898
available to the applicant or recipient, the trust shall not be	3899
counted as such. Terms of a trust that grant discretion to	3900
terminate the trust do not qualify as a clear statement requiring	3901
the trustee to terminate the trust.	3902

(e) If a person obtains a judgment from a court of competent	3903
jurisdiction that expressly prevents the trustee from using part	3904
or all of the trust for the medical care, care, comfort,	3905
maintenance, welfare, or general well being of the applicant or	3906
recipient, the trust or that portion of the trust subject to the	3907
court order shall not be counted as a resource available to the	3908
applicant or recipient.	3909

(f) If a trust is specifically exempt from being counted as a	3910
resource available to the applicant or recipient by a provision of	3911
the Revised Code, rules, or federal law, the trust shall not be	3912
counted as such.	3913

(g) If an applicant or recipient presents a final judgment	3914
from a court demonstrating that the applicant or recipient was	3915
unsuccessful in a civil action against the trustee to compel	3916
payments from the trust, the trust shall not be counted as a	3917
resource available to the applicant or recipient.	3918

(h) If an applicant or recipient presents a final judgment	3919
from a court demonstrating that in a civil action against the	3920
trustee the applicant or recipient was only able to compel limited	3921
or periodic payments, the trust shall not be counted as a resource	3922
available to the applicant or recipient and payments shall be	3923
treated in accordance with rules adopted by the department of job	3924
and family services governing income.	3925

(i) If an applicant or recipient provides written	3926
documentation showing that the cost of a civil action brought to	3927
compel payments from the trust would be cost prohibitive, the	3928
trust shall not be counted as a resource available to the	3929
applicant or recipient.	3930

(5) Any actual payments to the applicant or recipient from a	3931
trust that meet the requirements of division (G)(1) of this	3932
section, including trusts that are not counted as a resource	3933
available to the applicant or recipient, shall be treated as	3934
provided in rules adopted by the department of job and family	3935
services governing income. Payments to any person other than the	3936
applicant or recipient shall not be considered income to the	3937
applicant or recipient. Payments from the trust to a person other	3938
than the applicant or recipient shall not be considered an	3939
improper disposition of assets.	3940

Sec. 5701.13.  (A) As used in this section:

3941

(1) "Nursing home" means a nursing home or a home for the	3942
aging, as those terms are defined in section 3721.01 of the	3943
Revised Code, that is issued a license pursuant to section 3721.02	3944
of the Revised Code.	3945

(2) "Residential care facility" means a residential care	3946
facility, as defined in section 3721.01 of the Revised Code, that	3947
is issued a license pursuant to section 3721.02 of the Revised	3948
Code.	3949

(3) "Adult care facility" means an adult care facility as	3950
defined in section 5119.70 of the Revised Code that is issued a	3951
license pursuant to section 5119.73 of the Revised Code.	3952

(B) As used in Title LVII of the Revised Code, and for the	3953
purpose of other sections of the Revised Code that refer	3954
specifically to Chapter 5701. or section 5701.13 of the Revised	3955
Code, a "home for the aged" means either of the following:	3956

(1) A place of residence for aged and infirm persons that	3957
satisfies divisions (B)(1)(a) to (e) of this section:	3958

(a) It is a nursing home, residential care facility, or adult	3959
care facility.	3960

(b) It is owned by a corporation, unincorporated nonprofit	3961
association, or trust of a charitable, religious, or fraternal	3962
nature, whichthat is organized and operated not for profit, which	3963
is not formed for the pecuniary gain or profit of, and whose net	3964
earnings or any part of whose net earnings is not distributable	3965
to, its members, trustees, officers, or other private persons, and	3966
which is exempt from federal income taxation under section 501 of	3967
the "Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1.	3968

(c) It is open to the public without regard to race, color,	3969
or national origin.	3970

(d) It does not pay, directly or indirectly, compensation for	3971
services rendered, interest on debts incurred, or purchase price	3972
for land, building, equipment, supplies, or other goods or	3973
chattels, which compensation, interest, or purchase price is	3974
unreasonably high.	3975

(e) It provides services for the life of each resident	3976
without regard to the resident's ability to continue payment for	3977
the full cost of the services.	3978

(2) A place of residence that satisfies divisions (B)(1)(b),	3979
(d), and (e) of this section; that satisfies the definition of	3980
"nursing home" or "residential care facility" under section	3981
3721.01 of the Revised Code or the definition of "adult care	3982
facility" under section 5119.70 of the Revised Code regardless of	3983
whether it is licensed as such a home or facility; and that is	3984
provided at no charge to individuals on account of their service	3985
without compensation to a charitable, religious, fraternal, or	3986
educational institution, which individuals are aged or infirm and	3987
are members of the corporation, association, or trust that owns	3988
the place of residence. For the purposes of division (B)(2) of	3989
this section, "compensation" does not include furnishing room and	3990
board, clothing, health care, or other necessities, or stipends or	3991
other de minimis payments to defray the cost thereof.	3992

Exemption from taxation shall be accorded, on proper	3993
application, only to those homes or parts of homes whichthat meet	3994
the standards and provide the services specified in this section.	3995

Nothing in this section shall be construed as preventing a	3996
home from requiring a resident with financial need to apply for	3997
any applicable financial assistance or requiring a home to retain	3998
a resident who willfully refuses to pay for services for which the	3999
resident has contracted even though the resident has sufficient	4000
resources to do so.	4001

(C)(1) If a corporation, unincorporated nonprofit	4002
association, or trust described in division (B)(1)(b) of this	4003
section is granted a certificate of need pursuant to section	4004
3702.52 of the Revised Code to construct, add to, or otherwise	4005
modify a nursing home, or is given approval pursuant to section	4006
3791.04 of the Revised Code to construct, add to, or otherwise	4007
modify a residential care facility or adult care facility and if	4008
the corporation, association, or trust submits an affidavit to the	4009
tax commissioner stating that, commencing on the date of licensure	4010
and continuing thereafter, the home or facility will be operated	4011
in accordance with the requirements of divisions (B)(1)(a) to (e)	4012
of this section, the corporation, association, or trust shall be	4013
considered to be operating a "home for the aged" within the	4014
meaning of division (B)(1) of this section, beginning on the first	4015
day of January of the year in which such certificate is granted or	4016
approval is given.	4017

(2) If a corporation, association, or trust is considered to	4018
be operating a "home for the aged" pursuant to division (C)(1) of	4019
this section, the corporation, association, or trust shall notify	4020
the tax commissioner in writing upon the occurrence of any of the	4021
following events:	4022

(a) The corporation, association, or trust no longer intends	4023
to complete the construction of, addition to, or modification of	4024
the home or facility, to obtain the appropriate license for the	4025
home or facility, or to commence operation of the home or facility	4026
in accordance with the requirements of divisions (B)(1)(a) to (e)	4027
of this section;	4028

(b) The certificate of approval referred to in division	4029
(C)(1) of this section expires, is revoked, or is otherwise	4030
terminated prior to the completion of the construction of,	4031
addition to, or modification of the home or facility;	4032

(c) The license to operate the home or facility is not	4033
granted by the director of health within one year following	4034
completion of the construction of, addition to, or modification of	4035
the home or facility;	4036

(d) The license to operate the home or facility is not	4037
granted by the director of health within four years following the	4038
date upon which the certificate or approval referred to in	4039
division (C)(1) of this section was granted or given;	4040

(e) The home or facility is granted a license to operate as a	4041
nursing home, residential care facility, or adult care facility.	4042

(3) Upon the occurrence of any of the events referred to in	4043
divisions (C)(2)(a), (b), (c), (d), and (e) of this section, the	4044
corporation, association, or trust shall no longer be considered	4045
to be operating a "home for the aged" pursuant to division (C)(1)	4046
of this section, except that the tax commissioner, for good cause	4047
shown and to the extent the commissioner considers appropriate,	4048
may extend the time period specified in division (C)(2)(c) or (d)	4049
of this section, or both. Nothing in division (C)(3) of this	4050
section shall be construed to prevent a nursing home, residential	4051
care facility, or adult care facility from qualifying as a "home	4052
for the aged" if, upon proper application made pursuant to	4053
division (B) of this section, it is found to meet the requirements	4054
of divisions (A) and (B) of this section.	4055

Section 2.  That existing sections 9.231, 169.01, 1702.01,	4056
1702.05, 1702.41, 1702.42, 1702.43, 1702.44, 1702.46, 1702.462,	4057
2901.23, 3955.06, 3956.06, 4121.70, 4303.201, 4303.204, 4303.207,	4058
5111.151, and 5701.13 and sections 1702.45, 1745.01, 1745.02, and	4059
1745.04 of the Revised Code are hereby repealed.	4060