As Introduced

129th General Assembly Regular Session 2011-2012

H. B. No. 48

Representatives Mecklenborg, Carney 

Cosponsors: Representatives Beck, Combs, DeGeeter, Dovilla, Garland, McGregor, Pillich, Stautberg, Stebelton, Stinziano 

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A BILL

To amend sections 1701.13, 1701.59, 1701.66, 1701.74,

1

1701.76, 1701.84, 1701.85, 1701.86, 1701.87,

2

1701.88, 1701.89, 1701.90, 1701.91, 1701.911,

3

1702.12, 1702.30, and 1705.61 and to enact

4

sections 1701.881, 1701.882, and 1701.883 of the

5

Revised Code to make changes to the law governing

6

corporations including dissenting shareholders,

7

the dissolution of a corporation, rights to

8

indemnification or advancement of expenses,

9

directors' fiduciary duties, and recording of

10

corporate mortgages.

11

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

Section 1.  That sections 1701.13, 1701.59, 1701.66, 1701.74,	12
1701.76, 1701.84, 1701.85, 1701.86, 1701.87, 1701.88, 1701.89,	13
1701.90, 1701.91, 1701.911, 1702.12, 1702.30, and 1705.61 be	14
amended and sections 1701.881, 1701.882, and 1701.883 of the	15
Revised Code be enacted to read as follows:	16

Sec. 1701.13.  (A) A corporation may sue and be sued.

17

(B) A corporation may adopt and alter a corporate seal and	18
use the same or a facsimile of the corporate seal, but failure to	19
affix the corporate seal shall not affect the validity of any	20
instrument.	21

(C) At the request or direction of the United States	22
government or any agency of the United States government, a	23
corporation may transact any lawful business in aid of national	24
defense or in the prosecution of any war in which the nation is	25
engaged.	26

(D) Unless otherwise provided in the articles, a corporation	27
may take property of any description, or any interest in property,	28
by gift, devise, or bequest, and may make donations for the public	29
welfare or for charitable, scientific, or educational purposes.	30

(E)(1) A corporation may indemnify or agree to indemnify any	31
person who was or is a party, or is threatened to be made a party,	32
to any threatened, pending, or completed action, suit, or	33
proceeding, whether civil, criminal, administrative, or	34
investigative, other than an action by or in the right of the	35
corporation, by reason of the fact that hethe person is or was a	36
director, officer, employee, or agent of the corporation, or is or	37
was serving at the request of the corporation as a director,	38
trustee, officer, employee, member, manager, or agent of another	39
corporation, domestic or foreign, nonprofit or for profit, a	40
limited liability company, or a partnership, joint venture, trust,	41
or other enterprise, against expenses, including attorney's fees,	42
judgments, fines, and amounts paid in settlement actually and	43
reasonably incurred by himthe person in connection with such	44
action, suit, or proceeding, if hethe person acted in good faith	45
and in a manner hethe person reasonably believed to be in or not	46
opposed to the best interests of the corporation, and, with	47
respect to any criminal action or proceeding, if hethe person had	48
no reasonable cause to believe histhe person's conduct was	49
unlawful. The termination of any action, suit, or proceeding by	50
judgment, order, settlement, or conviction, or upon a plea of nolo	51
contendere or its equivalent, shall not, of itself, create a	52
presumption that the person did not act in good faith and in a	53
manner hethe person reasonably believed to be in or not opposed	54
to the best interests of the corporation, and, with respect to any	55
criminal action or proceeding, hethe person had reasonable cause	56
to believe that histhe person's conduct was unlawful.	57

(2) A corporation may indemnify or agree to indemnify any	58
person who was or is a party, or is threatened to be made a party,	59
to any threatened, pending, or completed action or suit by or in	60
the right of the corporation to procure a judgment in its favor,	61
by reason of the fact that hethe person is or was a director,	62
officer, employee, or agent of the corporation, or is or was	63
serving at the request of the corporation as a director, trustee,	64
officer, employee, member, manager, or agent of another	65
corporation, domestic or foreign, nonprofit or for profit, a	66
limited liability company, or a partnership, joint venture, trust,	67
or other enterprise, against expenses, including attorney's fees,	68
actually and reasonably incurred by himthe person in connection	69
with the defense or settlement of such action or suit, if hethe	70
person acted in good faith and in a manner hethe person	71
reasonably believed to be in or not opposed to the best interests	72
of the corporation, except that no indemnification shall be made	73
in respect of any of the following:	74

(a) Any claim, issue, or matter as to which such person is	75
adjudged to be liable for negligence or misconduct in the	76
performance of histhe person's duty to the corporation unless,	77
and only to the extent that, the court of common pleas or the	78
court in which such action or suit was brought determines, upon	79
application, that, despite the adjudication of liability, but in	80
view of all the circumstances of the case, such person is fairly	81
and reasonably entitled to indemnity for such expenses as the	82
court of common pleas or such other court shall deem proper;	83

(b) Any action or suit in which the only liability asserted	84
against a director is pursuant to section 1701.95 of the Revised	85
Code.	86

(3) To the extent that a director, trustee, officer,	87
employee, member, manager, or agent has been successful on the	88
merits or otherwise in defense of any action, suit, or proceeding	89
referred to in division (E)(1) or (2) of this section, or in	90
defense of any claim, issue, or matter thereinin the action,	91
suit, or proceeding, hethe person shall be indemnified against	92
expenses, including attorney's fees, actually and reasonably	93
incurred by himthe person in connection with the action, suit, or	94
proceeding.	95

(4) Any indemnification under division (E)(1) or (2) of this	96
section, unless ordered by a court, shall be made by the	97
corporation only as authorized in the specific case, upon a	98
determination that indemnification of the director, trustee,	99
officer, employee, member, manager, or agent is proper in the	100
circumstances because hethe person has met the applicable	101
standard of conduct set forth in division (E)(1) or (2) of this	102
section. Such determination shall be made as follows:	103

(a) By a majority vote of a quorum consisting of directors of	104
the indemnifying corporation who were not and are not parties to	105
or threatened with the action, suit, or proceeding referred to in	106
division (E)(1) or (2) of this section;	107

(b) If the quorum described in division (E)(4)(a) of this	108
section is not obtainable or if a majority vote of a quorum of	109
disinterested directors so directs, in a written opinion by	110
independent legal counsel other than an attorney, or a firm having	111
associated with it an attorney, who has been retained by or who	112
has performed services for the corporation or any person to be	113
indemnified within the past five years;	114

(c) By the shareholders;

115

(d) By the court of common pleas or the court in which the	116
action, suit, or proceeding referred to in division (E)(1) or (2)	117
of this section was brought.	118

Any determination made by the disinterested directors under	119
division (E)(4)(a) or by independent legal counsel under division	120
(E)(4)(b) of this section shall be promptly communicated to the	121
person who threatened or brought the action or suit by or in the	122
right of the corporation under division (E)(2) of this section,	123
and, within ten days after receipt of suchthat notification, such	124
the person shall have the right to petition the court of common	125
pleas or the court in which suchthe action or suit was brought to	126
review the reasonableness of suchthat determination.	127

(5)(a) Unless at the time of a director's act or omission	128
that is the subject of an action, suit, or proceeding referred to	129
in division (E)(1) or (2) of this section, the articles or the	130
regulations of a corporation state, by specific reference to this	131
division, that the provisions of this division do not apply to the	132
corporation and unless the only liability asserted against a	133
director in an action, suit, or proceeding referred to in division	134
(E)(1) or (2) of this section is pursuant to section 1701.95 of	135
the Revised Code, expenses, including attorney's fees, incurred by	136
a director in defending the action, suit, or proceeding shall be	137
paid by the corporation as they are incurred, in advance of the	138
final disposition of the action, suit, or proceeding, upon receipt	139
of an undertaking by or on behalf of the director in which hethe	140
director agrees to do both of the following:	141

(i) Repay suchthat amount if it is proved by clear and	142
convincing evidence in a court of competent jurisdiction that his	143
the director's action or failure to act involved an act or	144
omission undertaken with deliberate intent to cause injury to the	145
corporation or undertaken with reckless disregard for the best	146
interests of the corporation;	147

(ii) Reasonably cooperate with the corporation concerning the	148
action, suit, or proceeding.	149

(b) Expenses, including attorney's fees, incurred by a	150
director, trustee, officer, employee, member, manager, or agent in	151
defending any action, suit, or proceeding referred to in division	152
(E)(1) or (2) of this section, may be paid by the corporation as	153
they are incurred, in advance of the final disposition of the	154
action, suit, or proceeding, as authorized by the directors in the	155
specific case, upon receipt of an undertaking by or on behalf of	156
the director, trustee, officer, employee, member, manager, or	157
agent to repay suchthat amount, if it ultimately is determined	158
that hethe person is not entitled to be indemnified by the	159
corporation.	160

(6) The indemnification or advancement of expenses authorized	161
by this section shall not be exclusive of, and shall be in	162
addition to, any other rights granted to those seeking	163
indemnification or advancement of expenses under the articles, the	164
regulations, any agreement, a vote of shareholders or	165
disinterested directors, or otherwise, both as to action in their	166
official capacities and as to action in another capacity while	167
holding their offices or positions, and shall continue as to a	168
person who has ceased to be a director, trustee, officer,	169
employee, member, manager, or agent and shall inure to the benefit	170
of the heirs, executors, and administrators of such athat person.	171
A right to indemnification or to advancement of expenses arising	172
under a provision of the articles or the regulations shall not be	173
eliminated or impaired by an amendment to that provision after the	174
occurrence of the act or omission that becomes the subject of the	175
civil, criminal, administrative, or investigative action, suit, or	176
proceeding for which the indemnification or advancement of	177
expenses is sought, unless the provision in effect at the time of	178
that act or omission explicitly authorizes that elimination or	179
impairment after the act or omission has occurred.	180

(7) A corporation may purchase and maintain insurance or	181
furnish similar protection, including, but not limited to, trust	182
funds, letters of credit, or self-insurance, on behalf of or for	183
any person who is or was a director, officer, employee, or agent	184
of the corporation, or is or was serving at the request of the	185
corporation as a director, trustee, officer, employee, member,	186
manager, or agent of another corporation, domestic or foreign,	187
nonprofit or for profit, a limited liability company, or a	188
partnership, joint venture, trust, or other enterprise, against	189
any liability asserted against himthe person and incurred by him	190
the person in any such capacity, or arising out of histhe	191
person's status as such, whether or not the corporation would have	192
the power to indemnify himthe person against suchthat liability	193
under this section. Insurance may be purchased from or maintained	194
with a person in which the corporation has a financial interest.	195

(8) The authority of a corporation to indemnify persons	196
pursuant to division (E)(1) or (2) of this section does not limit	197
the payment of expenses as they are incurred, indemnification,	198
insurance, or other protection that may be provided pursuant to	199
divisions (E)(5), (6), and (7) of this section. Divisions (E)(1)	200
and (2) of this section do not create any obligation to repay or	201
return payments made by the corporation pursuant to division	202
(E)(5), (6), or (7).	203

(9) As used in division (E) of this section, "corporation"	204
includes all constituent entities in a consolidation or merger and	205
the new or surviving corporation, so that any person who is or was	206
a director, officer, employee, trustee, member, manager, or agent	207
of such a constituent entity, or is or was serving at the request	208
of such constituent entity as a director, trustee, officer,	209
employee, member, manager, or agent of another corporation,	210
domestic or foreign, nonprofit or for profit, a limited liability	211
company, or a partnership, joint venture, trust, or other	212
enterprise, shall stand in the same position under this section	213
with respect to the new or surviving corporation as hethe person	214
would if hethe person had served the new or surviving corporation	215
in the same capacity.	216

(F) In carrying out the purposes stated in its articles and	217
subject to limitations prescribed by law or in its articles, a	218
corporation may:	219

(1) Purchase or otherwise acquire, lease as lessee, invest	220
in, hold, use, lease as lessor, encumber, sell, exchange,	221
transfer, and dispose of property of any description or any	222
interest in such property;	223

(2) Make contracts;

224

(3) Form or acquire the control of other corporations,	225
domestic or foreign, whether nonprofit or for profit;	226

(4) Be a partner, member, associate, or participant in other	227
enterprises or ventures, whether profit or nonprofit;	228

(5) Conduct its affairs in this state and elsewhere;

229

(6) Borrow money, and issue, sell, and pledge its notes,	230
bonds, and other evidences of indebtedness, and secure any of its	231
obligations by mortgage, pledge, or deed of trust of all or any of	232
its property, and guarantee or secure obligations of any person;	233

(7) Resist a change or potential change in control of the	234
corporation if the directors by a majority vote of a quorum	235
determine that the change or potential change is opposed to or not	236
in the best interests of the corporation:	237

(a) Upon consideration of the interests of the corporation's	238
shareholders and any of the matters set forth in division (E)(F)	239
of section 1701.59 of the Revised Code; or	240

(b) Because the amount or nature of the indebtedness and	241
other obligations to which the corporation or any successor or the	242
property of either may become subject in connection with the	243
change or potential change in control provides reasonable grounds	244
to believe that, within a reasonable period of time, any of the	245
following would apply:	246

(i) The assets of the corporation or any successor would be	247
or become less than its liabilities plus its stated capital, if	248
any;	249

(ii) The corporation or any successor would be or become	250
insolvent;	251

(iii) Any voluntary or involuntary proceeding under the	252
federal bankruptcy laws concerning the corporation or any	253
successor would be commenced by any person.	254

(8) Do all things permitted by law and exercise all authority	255
within the purposes stated in its articles or incidental to its	256
articles.	257

(G) Irrespective of the purposes stated in its articles, but	258
subject to limitations stated in its articles, a corporation, in	259
addition to the authority conferred by division (F) of this	260
section, may invest its funds not currently needed in its business	261
in any shares or other securities, to such extent that as a result	262
of the investment the corporation shall not acquire control of	263
another corporation, business, or undertaking the activities and	264
operations of which are not incidental to the purposes stated in	265
its articles.	266

(H) No lack of, or limitation upon, the authority of a	267
corporation shall be asserted in any action except (1) by the	268
state in an action by it against the corporation, (2) by or on	269
behalf of the corporation against a director, an officer, or any	270
shareholder as such, (3) by a shareholder as such or by or on	271
behalf of the holders of shares of any class against the	272
corporation, a director, an officer, or any shareholder as such,	273
or (4) in an action involving an alleged overissue of shares. This	274
division shall apply to any action brought in this state upon any	275
contract made in this state by a foreign corporation.	276

Sec. 1701.59.  (A) Except where the law, the articles, or the	277
regulations require action to be authorized or taken by	278
shareholders, all of the authority of a corporation shall be	279
exercised by or under the direction of its directors. For their	280
own government, the directors may adopt bylaws that are not	281
inconsistent with the articles or the regulations. The selection	282
of a time frame for the achievement of corporate goals shall be	283
the responsibility of the directors.	284

(B) A director shall perform the director's duties as a	285
director, including the duties as a member of any committee of the	286
directors upon which the director may serve, in good faith, in a	287
manner the director reasonably believes to be in or not opposed to	288
the best interests of the corporation, and with the care that an	289
ordinarily prudent person in a like position would use under	290
similar circumstances. InA director serving on a committee of	291
directors is acting as a director.	292

(C) In performing a director's duties, a director is entitled	293
to rely on information, opinions, reports, or statements,	294
including financial statements and other financial data, that are	295
prepared or presented by any of the following:	296

(1) One or more directors, officers, or employees of the	297
corporation who the director reasonably believes are reliable and	298
competent in the matters prepared or presented;	299

(2) Counsel, public accountants, or other persons as to	300
matters that the director reasonably believes are within the	301
person's professional or expert competence;	302

(3) A committee of the directors upon which the director does	303
not serve, duly established in accordance with a provision of the	304
articles or the regulations, as to matters within its designated	305
authority, which committee the director reasonably believes to	306
merit confidence.	307

(C)(D) For purposes of division (B) of this section, the	308
following apply:	309

(1) A director shall not be found to have violated the	310
director's duties under division (B) of this section unless it is	311
proved by clear and convincing evidence that the director has not	312
acted in good faith, in a manner the director reasonably believes	313
to be in or not opposed to the best interests of the corporation,	314
or with the care that an ordinarily prudent person in a like	315
position would use under similar circumstances, in any action	316
brought against a director, including actions involving or	317
affecting any of the following:	318

(a) A change or potential change in control of the	319
corporation, including a determination to resist a change or	320
potential change in control made pursuant to division (F)(7) of	321
section 1701.13 of the Revised Code;	322

(b) A termination or potential termination of the director's	323
service to the corporation as a director;	324

(c) The director's service in any other position or	325
relationship with the corporation.	326

(2) A director shall not be considered to be acting in good	327
faith if the director has knowledge concerning the matter in	328
question that would cause reliance on information, opinions,	329
reports, or statements that are prepared or presented by the	330
persons described in divisions (B)(C)(1) to (3) of this section to	331
be unwarranted.	332

(3) Nothing contained in this division limits relief	333
available under section 1701.60 of the Revised Code.	334

(D)(E) A director shall be liable in damages for any action	335
that the director takes or fails to take as a director only if it	336
is proved by clear and convincing evidence in a court of competent	337
jurisdiction that the director's action or failure to act involved	338
an act or omission undertaken with deliberate intent to cause	339
injury to the corporation or undertaken with reckless disregard	340
for the best interests of the corporation. Nothing contained in	341
this division affects the liability of directors under section	342
1701.95 of the Revised Code or limits relief available under	343
section 1701.60 of the Revised Code. This division does not apply	344
if, and only to the extent that, at the time of a director's act	345
or omission that is the subject of complaint, the articles or the	346
regulations of the corporation state by specific reference to this	347
division that the provisions of this division do not apply to the	348
corporation.	349

(E)(F) For purposes of this section, a director, in	350
determining what the director reasonably believes to be in the	351
best interests of the corporation, shall consider the interests of	352
the corporation's shareholders and, in the director's discretion,	353
may consider any of the following:	354

(1) The interests of the corporation's employees, suppliers,	355
creditors, and customers;	356

(2) The economy of the state and nation;

357

(3) Community and societal considerations;

358

(4) The long-term as well as short-term interests of the	359
corporation and its shareholders, including the possibility that	360
these interests may be best served by the continued independence	361
of the corporation.	362

(F)(G) Nothing contained in division (C)(D) or (D)(E) of this	363
section affects the duties of either of the following:	364

(1) A director who acts in any capacity other than the	365
director's capacity as a director;	366

(2) A director of a corporation that does not have issued and	367
outstanding shares that are listed on a national securities	368
exchange or are regularly quoted in an over-the-counter market by	369
one or more members of a national or affiliated securities	370
association, who votes for or assents to any action taken by the	371
directors of the corporation that, in connection with a change in	372
control of the corporation, directly results in the holder or	373
holders of a majority of the outstanding shares of the corporation	374
receiving a greater consideration for their shares than other	375
shareholders.	376

Sec. 1701.66.  (A) A mortgage of property of any description,	377
or any interest thereinin the property, made (1) by a corporation	378
whichthat is a railroad or a public utility as defined by	379
sections 4907.02, 4905.02, and 4905.03 of the Revised Code; or (2)	380
by a corporation, domestic or foreign, organized for the purpose	381
of constructing, acquiring, owning, or operating a railroad or	382
public utility, as so defined, or any part thereofof a railroad	383
or public utility, or, as a common carrier, a trolley bus system,	384
in whole or in part in this state; or (3) by a municipal	385
corporation pursuant to Section 12 of Article XVIII, Ohio	386
Constitution; or (4) by the state, a county, or a municipal	387
corporation, pursuant to Chapter 165. of the Revised Code, or a	388
port authority pursuant to section 4582.06 or 4582.31 of the	389
Revised Code; or (5) by an electric cooperative as defined by	390
section 4928.01 of the Revised Code, shall be recorded in the	391
office of the county recorder of each county in this state in	392
which any of saidthat property is situated or employed; but.	393
However, a mortgage by such mortgagor whichthat includes rolling	394
stock or movable equipment such as cars, locomotives, or trolley	395
buses, motor buses, or other vehicles, or machines for aerial	396
transportation, may be filed in the office of the secretary of	397
state, and when so filed shall have the same effect, as to the	398
lien created therebyby the mortgage on suchthat rolling stock,	399
movable equipment, or machines, as though filed in the office of	400
the recorder of each such county in which suchthe rolling stock,	401
movable equipment, or machines are situated or employed. In lieu	402
of filing an original of saidthe mortgage described in this	403
division, a true copy thereofof the mortgage, with an affidavit	404
by the mortgagor, the mortgagee, or an agent of either that it is	405
a true copy, may be filed.	406

(B) Any such mortgage described in division (A) of this	407
section shall be a lien on the property therein described in the	408
mortgage from the respective times of the filing of suchthe	409
mortgage for record with the recorders of saidthe appropriate	410
counties; but any such mortgage covering such rolling stock,	411
movable equipment, or machines described in division (A) of this	412
section shall be a lien thereonon that stock or equipment or	413
those machines from the time of the filing of suchthe mortgage,	414
or a true copy thereofof the mortgage, with the secretary of	415
state.	416

(C) If any mortgage by its terms creates a lien upon any	417
property, whichthat may thereafter be acquired by the mortgagor,	418
it shall be a lien upon all the interest of the mortgagor in such	419
that after-acquired property from the date of its acquisition, if	420
suchthe mortgage was or is recorded or filed as provided in this	421
section.	422

(D) The secretary of state shall charge and collect, for	423
every such mortgage or true copy thereofof the mortgage filed in	424
the secretary of state's office under this section, a fee of ten	425
dollars and, for each page in excess of twenty-five pages an	426
additional fee of one dollar. The secretary of state shall endorse	427
on the mortgage or true copy the time of its filing and shall keep	428
a record of the filing in a book to be kept for saidthat purpose,	429
giving the names of all parties to the mortgage, alphabetically	430
arranged, the date of the mortgage, and the time of its filing.	431
The mortgage or true copy and the record of its filing shall be	432
open to public inspection. When the mortgage is canceled, the date	433
of cancellation shall be entered on the margin of the record	434
thereofof the mortgage.	435

(E) Mortgages of the character described in this section need	436
not be otherwise filed or refiled as security interests under	437
Chapter 1309. of the Revised Code.	438

(F) Nothing contained in this section shall make inapplicable	439
the provisions of Chapters 4505. to 4519. of the Revised Code,	440
relating to motor vehicles.	441

Sec. 1701.74.  (A) If an amendment does any of the following,	442
then shareholders are entitled to relief to the extent provided in	443
division (B) of this section:	444

(1) Changes issued shares of a particular class that have	445
preference in dividends or distributions or on liquidation over	446
shares of any other class into shares of any other class, or	447
changes any of the express terms of issued shares of such	448
particular class, and the holders of the shares of such particular	449
class are substantially prejudiced thereby and the articles do not	450
expressly or by implication provide for or permit such amendment;	451

(2) Changes the express terms of issued shares of a	452
particular class that have preference in dividends or	453
distributions or on liquidation over shares of any other class, in	454
such manner as to discharge without payment of, or to adjust or	455
eliminate rights to, accrued undeclared cumulative dividends or	456
distributions on the shares of any such class;	457

(3) Changes substantially the purposes of the corporation or	458
provides that thereafter an amendment to change substantially the	459
purposes of the corporation may be adopted;	460

(4) Changes the corporation into a nonprofit corporation.

461

(B) In the cases provided for in divisions (A)(1) and (2) of	462
this section, dissenting holders of shares of such particular	463
class, and, in the cases provided for in divisions (A)(3) and (4)	464
of this section, dissenting holders of shares of any class, shall	465
be entitled to relief under section 1701.85 of the Revised Code,	466
subject to the following exceptions:	467

(1) If the articles of the corporation in effect at the time	468
of the adoption of an amendment that changes substantially the	469
purposes of the corporation expressly provide that such an	470
amendment may be adopted, then dissenting shareholders shall not	471
be entitled to relief under section 1701.85 of the Revised Code	472
with respect to the adoption of such amendment;.	473

(2) Division (A)(3) of this section does not apply to any	474
corporation incorporated after December 31, 1970.	475

(3) No amendment that eliminates or creates cumulative voting	476
rights as permitted by division (B)(10) of section 1701.69 of the	477
Revised Code, entitles any dissenting shareholder to relief under	478
section 1701.85 of the Revised Code with respect to the adoption	479
of such amendment.	480

(4) No relief as a dissenting shareholder shall be available	481
if the shares of the corporation for which the dissenting	482
shareholder would otherwise be entitled to relief are listed on a	483
national securities exchange as of the day immediately preceding	484
the date of the vote and no proceedings have been commenced to	485
delist the shares from the national securities exchange as of the	486
time of the vote or, if division (A)(1) of this section applies	487
and the shares to be received are listed on a national securities	488
exchange and no proceedings are pending to delist the shares, as	489
of the effective time of the amendment.	490

Sec. 1701.76.  (A)(1) Provided the provisions of Chapter	491
1704. of the Revised Code do not prevent the transaction from	492
being effected, a lease, sale, exchange, transfer, or other	493
disposition of all, or substantially all, of the assets, with or	494
without the good will, of a corporation, if not made in the usual	495
and regular course of its business, may be made upon the terms and	496
conditions and for the consideration, that may consist, in whole	497
or in part, of money or other property of any description,	498
including shares or other securities or promissory obligations of	499
any other corporation, domestic or foreign, that may be authorized	500
as follows:	501

(a) By the directors, either before or after authorization by	502
the shareholders as required in this section; and	503

(b) At a meeting of the shareholders held for that purpose,	504
by the affirmative vote of the holders of shares entitling them to	505
exercise two-thirds of the voting power of the corporation on the	506
proposal, or, if the articles so provide or permit, by the	507
affirmative vote of a greater or lesser proportion, but not less	508
than a majority, of the voting power, and by the affirmative vote	509
of the holders of shares of any particular class that is required	510
by the articles.	511

(2) At the shareholder meeting described in division	512
(A)(1)(b) of this section or at any subsequent shareholder	513
meeting, shareholders, by the same vote that is required to	514
authorize the lease, sale, exchange, transfer, or other	515
disposition of all, or substantially all, of the assets, with or	516
without the good will, of the corporation, may grant authority to	517
the directors to establish or amend any of the terms and	518
conditions of the transaction, except that the shareholders shall	519
not authorize the directors to do any of the following:	520

(a) Alter or change the amount or kind of shares, securities,	521
money, property, or rights to be received in exchange for the	522
assets;	523

(b) Alter or change to any material extent the amount or kind	524
of liabilities to be assumed in exchange for the assets;	525

(c) Alter or change any other terms and conditions of the	526
transaction if any of the alterations or changes, alone or in the	527
aggregate, would materially adversely affect the shareholders or	528
the corporation.	529

(3) Notice of the meeting of the shareholders described in	530
division (A)(1)(b) of this section shall be given to all	531
shareholders whether or not entitled to vote at the meeting and	532
shall be accompanied by a copy or summary of the terms of the	533
transaction.	534

(B) The corporation by its directors may abandon the	535
transaction under this section, subject to the contract rights of	536
other persons, if the power of abandonment is conferred upon the	537
directors either by the terms of the transaction or by the same	538
vote of shareholders and at the same meeting of shareholders as	539
that referred to in division (A)(1)(b) of this section or at any	540
subsequent meeting.	541

(C) Dissenting holders of shares of any class, whether or not	542
entitled to vote, shall be entitled to relief under section	543
1701.85 of the Revised Code, unless both of the following apply:	544

(1) The shares of the corporation for which the dissenting	545
shareholder would otherwise be entitled to relief are listed on a	546
national securities exchange as of the day immediately preceding	547
the date of the vote described in division (A)(1)(b) of this	548
section.	549

(2) The consideration to be received by the shareholders	550
consists of shares or shares and cash in lieu of fractional shares	551
that, immediately following the time of the vote described in	552
division (A)(1)(b) of this section, are listed on a national	553
securities exchange, and no proceedings are pending to delist the	554
shares from the national securities exchange as of the time of the	555
vote.	556

(D) An action to set aside a conveyance by a corporation, on	557
the ground that any section of the Revised Code applicable to the	558
lease, sale, exchange, transfer, or other disposition of all, or	559
substantially all, of the assets of that corporation has not been	560
complied with, shall be brought within ninety days after that	561
transaction, or the action shall be forever barred.	562

(E) If a resolution of dissolution is adopted pursuant to	563
section 1701.86 of the Revised Code, the directors may dispose of	564
all, or substantially all, of the corporation's assets without the	565
necessity of a shareholders' authorization under this section.	566

(F) The terms and conditions of any transaction under this	567
section shall be subject to the limitations specified in section	568
2307.97 of the Revised Code.	569

(G) This section does not apply to the distribution, pursuant	570
to section 1701.33 of the Revised Code, to the shareholders of an	571
issuing public corporation of shares owned by the issuing public	572
corporation in one or more of its domestic or foreign subsidiary	573
corporations, unless either of the following applies:	574

(1) The former subsidiary is a party to one or more	575
agreements pursuant to which it is obligated to engage in an	576
additional transaction that, if the transaction were authorized	577
after the time at which the distribution becomes effective, would	578
require the approval of its shareholders.	579

(2) Immediately prior to the time at which the distribution	580
becomes effective, the issuing public corporation has more than	581
one class of shares outstanding.	582

(H) For purposes of this section only, the assets of a	583
corporation include the assets of any other entity that is wholly	584
owned, directly or indirectly, by the corporation. Unless	585
otherwise provided in the articles, this section does not apply to	586
any lease, sale, exchange, transfer, or other disposition of all,	587
or substantially all, of the assets of a corporation to any entity	588
that is wholly owned, directly or indirectly, by the corporation.	589

Sec. 1701.84. The(A) Except as provided in division (B) of	590
this section, the following are entitled to relief as dissenting	591
shareholders under section 1701.85 of the Revised Code:	592

(A)(1) Shareholders of a domestic corporation that is being	593
merged or consolidated into a surviving or new entity, domestic or	594
foreign, pursuant to section 1701.78, 1701.781, 1701.79, 1701.791,	595
or 1701.801 of the Revised Code;	596

(B)(2) In the case of a merger into a domestic corporation,	597
shareholders of the surviving corporation who under section	598
1701.78 or 1701.781 of the Revised Code are entitled to vote on	599
the adoption of an agreement of merger, but only as to the shares	600
so entitling them to vote;	601

(C)(3) Shareholders, other than the parent corporation, of a	602
domestic subsidiary corporation that is being merged into the	603
domestic or foreign parent corporation pursuant to section 1701.80	604
of the Revised Code;	605

(D)(4) In the case of a combination or a majority share	606
acquisition, shareholders of the acquiring corporation who under	607
section 1701.83 of the Revised Code are entitled to vote on such	608
transaction, but only as to the shares so entitling them to vote;	609

(E)(5) Shareholders of a domestic subsidiary corporation into	610
which one or more domestic or foreign corporations are being	611
merged pursuant to section 1701.801 of the Revised Code;	612

(F)(6) Shareholders of a domestic corporation that is being	613
converted pursuant to section 1701.792 of the Revised Code.	614

(B) All of the following shareholders shall not be entitled	615
to relief as dissenting shareholders under section 1701.85 of the	616
Revised Code:	617

(1) Shareholders described in division (A)(1) or (6) of this	618
section, if both of the following apply:	619

(a) The shares of the corporation for which the dissenting	620
shareholder would otherwise be entitled to relief under division	621
(A)(1) or (6) of this section are listed on a national securities	622
exchange as of the day immediately preceding the date on which the	623
vote on the proposal is taken at the meeting of the shareholders.	624

(b) The consideration to be received by the shareholders	625
consists of shares or shares and cash in lieu of fractional shares	626
that, immediately following the effective time of a merger,	627
consolidation, or conversion, as applicable, are listed on a	628
national securities exchange and for which no proceedings are	629
pending to delist the shares from the national securities exchange	630
as of the effective time of the merger, consolidation, or	631
conversion.	632

(2) Shareholders described in division (A)(2) of this	633
section, if the shares so entitling them to vote are listed on a	634
national securities exchange both as of the day immediately	635
preceding the date on which the vote on the proposal is taken at	636
the meeting of the shareholders and immediately following the	637
effective time of the merger and there are no proceedings pending	638
to delist the shares from the national securities exchange as of	639
the effective time of the merger;	640

(3) The shareholders described in division (A)(4) of this	641
section, if the shares so entitling them to vote are listed on a	642
national securities exchange both as of the day immediately	643
preceding the date on which the vote on the proposal is taken at	644
the meeting of the shareholders and immediately following the	645
effective time of the combination or majority share acquisition,	646
and there are no proceedings pending to delist the shares from the	647
national securities exchange as of the effective time of the	648
combination or majority share acquisition.	649

Sec. 1701.85.  (A)(1) A shareholder of a domestic corporation	650
is entitled to relief as a dissenting shareholder in respect of	651
the proposals described in sections 1701.74, 1701.76, and 1701.84	652
of the Revised Code, only in compliance with this section.	653

(2) If the proposal must be submitted to the shareholders of	654
the corporation involved, the dissenting shareholder shall be a	655
record holder of the shares of the corporation as to which the	656
dissenting shareholder seeks relief as of the date fixed for the	657
determination of shareholders entitled to notice of a meeting of	658
the shareholders at which the proposal is to be submitted, and	659
such shares shall not have been voted in favor of the proposal.	660
Not	661

(3) Not later than twenty days before the date of the meeting	662
at which the proposal will be submitted to the shareholders, the	663
corporation may notify the corporation's shareholders that relief	664
under this section is available. The notice shall include or be	665
accompanied by all of the following:	666

(a) A copy of this section;

667

(b) A statement that the proposal can give rise to rights	668
under this section if the proposal is approved by the required	669
vote of the shareholders;	670

(c) A statement that the shareholder will be eligible as a	671
dissenting shareholder under this section only if the shareholder	672
delivers to the corporation a written demand with the information	673
provided for in division (A)(4) of this section before the vote on	674
the proposal will be taken at the meeting of the shareholders and	675
the shareholder does not vote in favor of the proposal.	676

(4) If the corporation delivers notice to its shareholders as	677
provided in division (A)(3) of this section, a shareholder	678
electing to be eligible as a dissenting shareholder under this	679
section shall deliver to the corporation before the vote on the	680
proposal is taken a written demand for payment of the fair cash	681
value of the shares as to which the shareholder seeks relief. The	682
demand for payment shall include the shareholder's address, the	683
number and class of such shares, and the amount claimed by the	684
shareholder as the fair cash value of the shares.	685

(5) If the corporation does not notify the corporation's	686
shareholders pursuant to division (A)(3) of this section, not	687
later than ten days after the date on which the vote on the	688
proposal was taken at the meeting of the shareholders, the	689
dissenting shareholder shall deliver to the corporation a written	690
demand for payment to the dissenting shareholder of the fair cash	691
value of the shares as to which the dissenting shareholder seeks	692
relief, which demand shall state the dissenting shareholder's	693
address, the number and class of such shares, and the amount	694
claimed by the dissenting shareholder as the fair cash value of	695
the shares.	696

(3)(6) If a signatory, designated and approved by the	697
dissenting shareholder, executes the demand, then at any time	698
after receiving the demand, the corporation may make a written	699
request that the dissenting shareholder provide evidence of the	700
signatory's authority. The shareholder shall provide the evidence	701
within a reasonable time but not sooner than twenty days after the	702
dissenting shareholder has received the corporation's written	703
request for evidence.	704

(7) The dissenting shareholder entitled to relief under	705
division (C)(A)(3) of section 1701.84 of the Revised Code in the	706
case of a merger pursuant to section 1701.80 of the Revised Code	707
and a dissenting shareholder entitled to relief under division	708
(E)(A)(5) of section 1701.84 of the Revised Code in the case of a	709
merger pursuant to section 1701.801 of the Revised Code shall be a	710
record holder of the shares of the corporation as to which the	711
dissenting shareholder seeks relief as of the date on which the	712
agreement of merger was adopted by the directors of that	713
corporation. Within twenty days after the dissenting shareholder	714
has been sent the notice provided in section 1701.80 or 1701.801	715
of the Revised Code, the dissenting shareholder shall deliver to	716
the corporation a written demand for payment with the same	717
information as that provided for in division (A)(2)(4) of this	718
section.	719

(4)(8) In the case of a merger or consolidation, a demand	720
served on the constituent corporation involved constitutes service	721
on the surviving or the new entity, whether the demand is served	722
before, on, or after the effective date of the merger or	723
consolidation. In the case of a conversion, a demand served on the	724
converting corporation constitutes service on the converted	725
entity, whether the demand is served before, on, or after the	726
effective date of the conversion.	727

(5)(9) If the corporation sends to the dissenting	728
shareholder, at the address specified in the dissenting	729
shareholder's demand, a request for the certificates representing	730
the shares as to which the dissenting shareholder seeks relief,	731
the dissenting shareholder, within fifteen days from the date of	732
the sending of such request, shall deliver to the corporation the	733
certificates requested so that the corporation may endorse on them	734
a legend to the effect that demand for the fair cash value of such	735
shares has been made. The corporation promptly shall return the	736
endorsed certificates to the dissenting shareholder. A dissenting	737
shareholder's failure to deliver the certificates terminates the	738
dissenting shareholder's rights as a dissenting shareholder, at	739
the option of the corporation, exercised by written notice sent to	740
the dissenting shareholder within twenty days after the lapse of	741
the fifteen-day period, unless a court for good cause shown	742
otherwise directs. If shares represented by a certificate on which	743
such a legend has been endorsed are transferred, each new	744
certificate issued for them shall bear a similar legend, together	745
with the name of the original dissenting holder of the shares.	746
Upon receiving a demand for payment from a dissenting shareholder	747
who is the record holder of uncertificated securities, the	748
corporation shall make an appropriate notation of the demand for	749
payment in its shareholder records. If uncertificated shares for	750
which payment has been demanded are to be transferred, any new	751
certificate issued for the shares shall bear the legend required	752
for certificated securities as provided in this paragraph. A	753
transferee of the shares so endorsed, or of uncertificated	754
securities where such notation has been made, acquires only the	755
rights in the corporation as the original dissenting holder of	756
such shares had immediately after the service of a demand for	757
payment of the fair cash value of the shares. A request under this	758
paragraph by the corporation is not an admission by the	759
corporation that the shareholder is entitled to relief under this	760
section.	761

(B) Unless the corporation and the dissenting shareholder	762
have come to an agreement on the fair cash value per share of the	763
shares as to which the dissenting shareholder seeks relief, the	764
dissenting shareholder or the corporation, which in case of a	765
merger or consolidation may be the surviving or new entity, or in	766
the case of a conversion may be the converted entity, within three	767
months after the service of the demand by the dissenting	768
shareholder, may file a complaint in the court of common pleas of	769
the county in which the principal office of the corporation that	770
issued the shares is located or was located when the proposal was	771
adopted by the shareholders of the corporation, or, if the	772
proposal was not required to be submitted to the shareholders, was	773
approved by the directors. Other dissenting shareholders, within	774
that three-month period, may join as plaintiffs or may be joined	775
as defendants in any such proceeding, and any two or more such	776
proceedings may be consolidated. The complaint shall contain a	777
brief statement of the facts, including the vote and the facts	778
entitling the dissenting shareholder to the relief demanded. No	779
answer to a complaint is required. Upon the filing of a complaint,	780
the court, on motion of the petitioner, shall enter an order	781
fixing a date for a hearing on the complaint and requiring that a	782
copy of the complaint and a notice of the filing and of the date	783
for hearing be given to the respondent or defendant in the manner	784
in which summons is required to be served or substituted service	785
is required to be made in other cases. On the day fixed for the	786
hearing on the complaint or any adjournment of it, the court shall	787
determine from the complaint and from evidence submitted by either	788
party whether the dissenting shareholder is entitled to be paid	789
the fair cash value of any shares and, if so, the number and class	790
of such shares. If the court finds that the dissenting shareholder	791
is so entitled, the court may appoint one or more persons as	792
appraisers to receive evidence and to recommend a decision on the	793
amount of the fair cash value. The appraisers have power and	794
authority specified in the order of their appointment. The court	795
thereupon shall make a finding as to the fair cash value of a	796
share and shall render judgment against the corporation for the	797
payment of it, with interest at a rate and from a date as the	798
court considers equitable. The costs of the proceeding, including	799
reasonable compensation to the appraisers to be fixed by the	800
court, shall be assessed or apportioned as the court considers	801
equitable. The proceeding is a special proceeding and final orders	802
in it may be vacated, modified, or reversed on appeal pursuant to	803
the Rules of Appellate Procedure and, to the extent not in	804
conflict with those rules, Chapter 2505. of the Revised Code. If,	805
during the pendency of any proceeding instituted under this	806
section, a suit or proceeding is or has been instituted to enjoin	807
or otherwise to prevent the carrying out of the action as to which	808
the shareholder has dissented, the proceeding instituted under	809
this section shall be stayed until the final determination of the	810
other suit or proceeding. Unless any provision in division (D) of	811
this section is applicable, the fair cash value of the shares that	812
is agreed upon by the parties or fixed under this section shall be	813
paid within thirty days after the date of final determination of	814
such value under this division, the effective date of the	815
amendment to the articles, or the consummation of the other action	816
involved, whichever occurs last. Upon the occurrence of the last	817
such event, payment shall be made immediately to a holder of	818
uncertificated securities entitled to payment. In the case of	819
holders of shares represented by certificates, payment shall be	820
made only upon and simultaneously with the surrender to the	821
corporation of the certificates representing the shares for which	822
the payment is made.	823

(C)(1) If the proposal was required to be submitted to the	824
shareholders of the corporation, fair cash value as to those	825
shareholders shall be determined as of the day prior to the day on	826
which the vote by the shareholders was taken and, in the case of a	827
merger pursuant to section 1701.80 or 1701.801 of the Revised	828
Code, fair cash value as to shareholders of a constituent	829
subsidiary corporation shall be determined as of the day before	830
the adoption of the agreement of merger by the directors of the	831
particular subsidiary corporation. The fair cash value of a share	832
for the purposes of this section is the amount that a willing	833
seller who is under no compulsion to sell would be willing to	834
accept and that a willing buyer who is under no compulsion to	835
purchase would be willing to pay, but in no event shall the fair	836
cash value of a share exceed the amount specified in the demand of	837
the particular shareholder. In computing fair cash value, anyboth	838
of the following shall be excluded:	839

(a) Any appreciation or depreciation in market value	840
resulting from the proposal submitted to the directors or to the	841
shareholders shall be excluded;	842

(b) Any premium associated with control of the corporation,	843
or any discount for lack of marketability or minority status.	844

(2) For the purposes of this section, the fair cash value of	845
a share that was listed on a national securities exchange at any	846
of the following times shall be the closing sale price on the	847
national securities exchange as of the applicable date provided in	848
division (C)(1) of this section:	849

(a) Immediately before the effective time of a merger or	850
consolidation;	851

(b) Immediately before the filing of an amendment to the	852
articles of incorporation as described in division (A) of section	853
1701.74 of the Revised Code;	854

(c) Immediately before the time of the vote described in	855
division (A)(1)(b) of section 1701.76 of the Revised Code.	856

(D)(1) The right and obligation of a dissenting shareholder	857
to receive fair cash value and to sell such shares as to which the	858
dissenting shareholder seeks relief, and the right and obligation	859
of the corporation to purchase such shares and to pay the fair	860
cash value of them terminates if any of the following applies:	861

(a) The dissenting shareholder has not complied with this	862
section, unless the corporation by its directors waives such	863
failure;	864

(b) The corporation abandons the action involved or is	865
finally enjoined or prevented from carrying it out, or the	866
shareholders rescind their adoption of the action involved;	867

(c) The dissenting shareholder withdraws the dissenting	868
shareholder's demand, with the consent of the corporation by its	869
directors;	870

(d) The corporation and the dissenting shareholder have not	871
come to an agreement as to the fair cash value per share, and	872
neither the shareholder nor the corporation has filed or joined in	873
a complaint under division (B) of this section within the period	874
provided in that division.	875

(2) For purposes of division (D)(1) of this section, if the	876
merger, consolidation, or conversion has become effective and the	877
surviving, new, or converted entity is not a corporation, action	878
required to be taken by the directors of the corporation shall be	879
taken by the partners of a surviving, new, or converted	880
partnership or the comparable representatives of any other	881
surviving, new, or converted entity.	882

(E) From the time of the dissenting shareholder's giving of	883
the demand until either the termination of the rights and	884
obligations arising from it or the purchase of the shares by the	885
corporation, all other rights accruing from such shares, including	886
voting and dividend or distribution rights, are suspended. If	887
during the suspension, any dividend or distribution is paid in	888
money upon shares of such class or any dividend, distribution, or	889
interest is paid in money upon any securities issued in	890
extinguishment of or in substitution for such shares, an amount	891
equal to the dividend, distribution, or interest which, except for	892
the suspension, would have been payable upon such shares or	893
securities, shall be paid to the holder of record as a credit upon	894
the fair cash value of the shares. If the right to receive fair	895
cash value is terminated other than by the purchase of the shares	896
by the corporation, all rights of the holder shall be restored and	897
all distributions which, except for the suspension, would have	898
been made shall be made to the holder of record of the shares at	899
the time of termination.	900

Sec. 1701.86.  (A) A corporation may be dissolved voluntarily	901
in the manner provided in this section, provided the provisions of	902
Chapter 1704. of the Revised Code do not prevent the dissolution	903
from being effected.	904

(B) A resolution of dissolution for a corporation shall set	905
forth:	906

(1) Thatthat the corporation elects to be dissolved;

907

(2). The resolution also may include any of the following:

908

(1) The date on which the certificate of dissolution is to be	909
filed or the conditions or events that will result in the filing	910
of the certificate;	911

(2) Authorization for the officers or directors to abandon	912
the proposed dissolution before the filing of the certificate of	913
dissolution;	914

(3) Any additional provision considered necessary with	915
respect to the proposed dissolution and winding up.	916

(C) If an initial stated capital is not set forth in the	917
articles then before the corporation begins business, or if an	918
initial stated capital is set forth in the articles then before	919
subscriptions to shares shall have been received in the amount of	920
that initial stated capital, the incorporators or a majority of	921
them may adopt, by a writing signed by each of them, a resolution	922
of dissolution.	923

(D) The directors may adopt a resolution of dissolution in	924
any of the following cases:	925

(1) When the corporation has been adjudged bankrupt or has	926
made a general assignment for the benefit of creditors;	927

(2) By leave of the court, when a receiver has been appointed	928
in a general creditors' suit or in any suit in which the affairs	929
of the corporation are to be wound up;	930

(3) When substantially all of the assets have been sold at	931
judicial sale or otherwise;	932

(4) When the articles have been canceled for failure to file	933
annual franchise or excise tax returns or for failure to pay	934
franchise or excise taxes and the corporation has not been	935
reinstated or does not desire to be reinstated;	936

(5) When the period of existence of the corporation specified	937
in its articles has expired.	938

(E) The shareholders at a meeting held for such purpose may	939
adopt a resolution of dissolution by the affirmative vote of the	940
holders of shares entitling them to exercise two-thirds of the	941
voting power of the corporation on such proposal or, if the	942
articles provide or permit, by the affirmative vote of a greater	943
or lesser proportion, though not less than a majority, of such	944
voting power, and by such affirmative vote of the holders of	945
shares of any particular class as is required by the articles.	946
Notice of the meeting of the shareholders shall be given to all	947
the shareholders whether or not entitled to vote at it.	948

(F) Upon the adoption of a resolution of dissolution, a	949
certificate shall be prepared, on a form prescribed by the	950
secretary of state, setting forth all of the following:	951

(1) The name of the corporation;

952

(2) A statement that a resolution of dissolution has been	953
adopted;	954

(3) A statement of the manner of adoption of such resolution,	955
and, in the case of its adoption by the incorporators or	956
directors, a statement of the basis for such adoption;	957

(4) The place in this state where its principal office is or	958
is to be located;	959

(5) The names and addresses of its directors and officers,	960
unless the resolution of dissolution is adopted by the	961
incorporators, in which event the names and addresses of the	962
incorporators shall be set forth in the certificateinternet	963
address of each domain name held or maintained by or on behalf of	964
the corporation;	965

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

966

(7) The date of dissolution, if other than the filing date.	967
The date of dissolution shall not be more than ninety days after	968
the filing of the certificate of dissolution.	969

(G) Such certificate shall be signed as follows:

970

(1) When the resolution of dissolution is adopted by the	971
incorporators or a majority of them, the certificate shall be	972
signed by not less than a majority of them;	973

(2) When the resolution is adopted by the directors or by the	974
shareholders. In all other cases, the certificate shall be signed	975
by any authorized officer, unless the officer fails to execute and	976
file such certificate within thirty days after the adoption of the	977
resolution or upon any date specified in the resolution as the	978
date upon which such certificate is to be filed or upon the	979
expiration of any period specified in the resolution as the period	980
within which such certificate is to be filed, whichever is latest,	981
in which. In that latter event, the certificate of dissolution may	982
be signed by any three shareholders or, if there are less than	983
three shareholders, all of the shareholders and shall set forth a	984
statement that the persons signing the certificate are	985
shareholders and are filing the certificate because of the failure	986
of the officers to do so.	987

(H) AExcept as otherwise provided in division (I) of this	988
section, a certificate of dissolution, filed with the secretary of	989
state, shall be accompanied by all of the following:	990

(1) An affidavit of one or more of the persons executing the	991
certificate of dissolution or of an officer of the corporation	992
containing a statement of the counties, if any, in this state in	993
which the corporation has personal property or a statement that	994
the corporation is of a type required to pay personal property	995
taxes to state authorities only;	996

(2) A receipt, certificate, or other evidence from the	997
department of taxation showing the payment of all franchise,	998
sales, use, and highway use taxes accruing up to the date of such	999
filing or, if applicable, to the later date specified in the	1000
certificate of dissolution in accordance with division (F) of this	1001
section, or showing that such payment has been adequately	1002
guaranteed, or an affidavit of one or more of the persons	1003
executing the certificate of dissolution or of an officer of the	1004
corporation containing a statement that the corporation is not	1005
required to pay any tax for which such a certificate or other	1006
evidence is not provided;	1007

(3) A receipt, certificate, or other evidence showing the	1008
payment of all personal property and commercial activity taxes	1009
accruing up to the date of such filing or, if applicable, to the	1010
later date specified in the certificate of dissolution in	1011
accordance with division (F) of this section, or showing that such	1012
payment has been adequately guaranteed, or an affidavit of one or	1013
more of the persons executing the certificate of dissolution or of	1014
an officer of the corporation containing a statement that the	1015
corporation is not required to pay any tax for which such a	1016
certificate or other evidence is not provided;	1017

(4) A receipt, certificate, or other evidence from the	1018
director of job and family services showing that all contributions	1019
due from the corporation as an employer have been paid, or that	1020
such payment has been adequately guaranteed, or that the	1021
corporation is not subject to such contributions;	1022

(5) A receipt, certificate, or other evidence from the bureau	1023
of workers' compensation showing that all premiums due from the	1024
corporation as an employer have been paid, or that such payment	1025
has been adequately guaranteed, or that the corporation is not	1026
subject to such premium payments;.	1027

(6)(I) In lieu of the receipt, certificate, or other evidence	1028
described in division (H)(2), (3), (4), or (5) of this section, an	1029
affidavit of one or more persons executing the certificate of	1030
dissolution or of an officer of the corporation containing a	1031
statement of the date upon which the particular department,	1032
agency, or authority was advised in writing of the scheduled	1033
effective date of the dissolution and was advised in writing of	1034
the acknowledgment by the corporation of the applicability of the	1035
provisions of section 1701.95 of the Revised Code.	1036

(I)(J) Upon the filing of a certificate of dissolution and	1037
such accompanying documents or on a later date specified in the	1038
certificate that is not more than ninety days after the filing,	1039
the corporation shall be dissolved.	1040

Sec. 1701.87. Following the filing of the certificate of	1041
dissolution, the directors or the incorporators, as the case may	1042
be, shall forthwith cause a notice of voluntary dissolution to be	1043
published(A) A corporation shall give notice of a dissolution by	1044
certified or registered mail, return receipt requested, to each	1045
known creditor and to each person that has a claim against the	1046
corporation, including claims that are conditional, unmatured, or	1047
contingent upon the occurrence or nonoccurrence of future events.	1048

(B) The notice shall state all of the following:

1049

(1) That all claims shall be presented in writing and shall	1050
identify the claimant and contain sufficient information to	1051
reasonably inform the corporation of the substance of the claim;	1052

(2) The mailing address to which the person must send the	1053
claim;	1054

(3) The deadline, which shall be not less than sixty days	1055
after the date the notice is given, by which the corporation must	1056
receive the claim;	1057

(4) That the claim will be barred if the corporation does not	1058
receive the claim by the deadline;	1059

(5) That the corporation may make distributions to other	1060
creditors or claimants, including distributions to shareholders of	1061
the corporation, without further notice to the claimant.	1062

(C) Giving any notice or making any offer under this chapter	1063
shall not revive any claim then barred or constitute	1064
acknowledgment by the corporation that any person to whom the	1065
corporation sent notice under this section is a proper claimant	1066
and shall not operate as a waiver of any defense or counterclaim.	1067

(D) A claim is barred if a claimant that was given written	1068
notice under division (A) of this section does not deliver the	1069
claim to the dissolved corporation by the deadline stated in the	1070
notice.	1071

(E) The corporation shall post the notice described in	1072
division (B) of this section on any web site the corporation	1073
maintains in the corporation's name and shall provide a copy of	1074
the notice to the secretary of state to be posted on the web site	1075
maintained by the secretary of state in accordance with division	1076
(F) of this section.	1077

(F)(1) Except as provided in division (F)(2) of this section,	1078
the secretary of state shall make both of the following available	1079
to the public in a format that is searchable, viewable, and	1080
accessible through the internet:	1081

(a) A list of all domestic corporations that have filed a	1082
certificate of dissolution;	1083

(b) For each corporation on the list described in division	1084
(F)(1)(a) of this section, a copy of both the certificate of	1085
dissolution and the notice delivered under division (B) of this	1086
section.	1087

(2) After the materials relating to any dissolved corporation	1088
have been posted for four years, the secretary of state may remove	1089
from the web site the information that the secretary posted	1090
pursuant to division (F)(1) of this section that relates to that	1091
corporation.	1092

(G) If the certificate of dissolution is filed five years or	1093
less after the effective date of this amendment, the corporation	1094
shall publish the notice described in division (B) of this section	1095
at least once a week on the same day of each week for two	1096
successive weeks, in a newspaper published and of general	1097
circulation in the county in which the principal office of the	1098
corporation was to be or is located, and shall forthwith cause	1099
written notice of dissolution to be given either personally or by	1100
mail to all known creditors of, and to all known claimants	1101
against, the dissolved corporation.	1102

Sec. 1701.88.  (A) When a corporation is dissolved	1103
voluntarily, when the articles of a corporation have been	1104
canceled, or when the period of existence of the corporation	1105
specified in its articles has expired, the corporation shall cease	1106
to carry on business and shall do only such acts as are required	1107
to wind up its affairs, or to obtain reinstatement of the articles	1108
in accordance with section 1701.07, 1701.921, 1785.06, or 5733.22	1109
of the Revised Code, or are permitted upon reinstatement by	1110
division (C) of section 1701.922 of the Revised Code, and for such	1111
purposes it shall continue as a corporation for a period of four	1112
years from the dissolution, expiration, or cancellation. A court	1113
acting pursuant to section 1701.89 of the Revised Code may extend	1114
the four-year period allowed under this division.	1115

(B) The voluntary dissolution of a corporation, cancellation	1116
of the articles of a corporation, expiration of the period of	1117
existence of a corporation, appointment of a receiver to wind up	1118
the affairs of the corporation, or other action to dissolve a	1119
corporation under this chapter shall not eliminate or impair any	1120
remedy available to or against the corporation or its directors,	1121
officers, or shareholders for any right or claim existing, or	1122
liability incurred, prior to the dissolution, if either of the	1123
following brings such an action:	1124

(1) The corporation within the time limits otherwise	1125
permitted by law;	1126

(2) Any other person before four years after the date of the	1127
dissolution or within the time limits otherwise required by	1128
section 1701.881 of the Revised Code or any other provision of	1129
law, whichever is less.	1130

(C) Any claim existing or action or proceeding pending by or	1131
against the corporation or which would have accrued against it may	1132
be prosecuted to judgment, with right of appeal as in other cases,	1133
but any proceeding, execution, or process, or the satisfaction or	1134
performance of any order, judgment, or decree, may be stayed as	1135
provided in section 1701.89 of the Revised Code. Any action, suit,	1136
or proceeding begun by or against the corporation within the time	1137
limits established in division (B) of this section shall not	1138
abate, and the corporation shall, solely for the purpose of such	1139
action, suit, or proceeding, be continued as a body corporate	1140
beyond the four-year period and until any judgments, orders, or	1141
decrees are fully executed, without the necessity for any court	1142
order required under division (A) of this section.	1143

(C) Any process, notice, or demand against the corporation	1144
may be served by delivering a copy to an officer, director,	1145
liquidator, or person having charge of its assets or, if no such	1146
person can be found, to the statutory agent.	1147

(D) The directors of the corporation and their survivors or	1148
successors shall act as a board of directors in accordance with	1149
the articles and regulations and bylaws until the affairs of the	1150
corporation are completely wound up. Subject to the orders of	1151
courts of this state having jurisdiction over the corporation	1152
acting pursuant to section 1701.89 of the Revised Code, the	1153
directors shall proceed as speedily as is practicable to a	1154
complete winding up of the affairs of the corporation and, to the	1155
extent necessary or expedient to that end, shall. For that	1156
purpose, the directors may exercise all the authority of the	1157
corporation. Without limiting the generality of such authority,	1158
they may filldo all of the following:	1159

(1) Fill vacancies, elect;

1160

(2) Elect officers, carry;

1161

(3) Appoint agents, liquidators, or other entities or persons	1162
to carry out the winding up of the corporation's business;	1163

(4) Carry out contracts of the corporation, make;

1164

(5) Make new contracts, borrow;

1165

(6) Borrow money, mortgage;

1166

(7) Mortgage or pledge the property of the corporation as	1167
security, sell;	1168

(8) Sell its assets at public or private sale, make;

1169

(9) Make conveyances in the corporate name, lease;

1170

(10) Lease real estate for any term, including ninety-nine	1171
years renewable forever, settle;	1172

(11) Settle or compromise claims in favor of or against the	1173
corporation, employ;	1174

(12) Employ one or more persons as liquidators to wind up the	1175
affairs of the corporation with such authority as the directors	1176
see fit to grant, cause;	1177

(13) Cause the title to any of the assets of the corporation	1178
to be conveyed to such liquidators for that purpose, apply;	1179

(14) Apply assets to the payment of obligations, and, after	1180
paying or adequately providing for the payment of all known	1181
obligations of the corporation, distribute;	1182

(15) Distribute the remainder of the assets either in cash or	1183
in kind among the shareholders according to their respective	1184
rights and interests. In addition, they may performafter paying	1185
or adequately providing for the payment of all known obligations	1186
of the corporation under section 1701.882 of the Revised Code and	1187
for claims that have not been made known to the corporation or	1188
that have not arisen but that, based on facts known to the	1189
corporation, are likely to arise or to become known to the	1190
corporation within five years after the date of dissolution or	1191
such longer period of time as the directors or a court acting	1192
under section 1701.89 of the Revised Code may determine, not to	1193
exceed ten years after the date of dissolution;	1194

(16) Perform all other acts necessary or expedient to the	1195
winding up of the affairs of the corporation.	1196

Division (E) of section 1701.76 of the Revised Code applies	1197
to the disposition of a voluntarily dissolved corporation's assets	1198
by its directors.	1199

(E) Without limiting the authority of the directors and	1200
subject to division (E) of section 1701.76 of the Revised Code,	1201
any action within the purview of this section which is authorized	1202
or approved at a meeting held for such purpose by the holders of	1203
shares entitling them to receive two-thirds of the value of the	1204
remaining assets shall be conclusive for all purposes upon all	1205
shareholders of the corporation.	1206

(F) All deeds and other instruments of the corporation shall	1207
be in the name of the corporation and shall be executed,	1208
acknowledged, and delivered by the officers appointed by the	1209
directors.	1210

(G) At any time during the winding up of its affairs, the	1211
corporation by its directors may make application to the court of	1212
common pleas of the county in this state in which the principal	1213
office of the corporation is located to have the winding up	1214
continued under supervision of the court, as provided in section	1215
1701.89 of the Revised Code.	1216

(F) If any property right of a corporation is discovered	1217
after the winding up of the corporation, any member or members of	1218
the board of directors that wound up the affairs of the	1219
corporation, or a receiver appointed by the court, may enforce the	1220
property right, collect and divide the assets discovered among the	1221
persons entitled to those assets, and prosecute actions or	1222
proceedings in the corporate name of the corporation. Any assets	1223
collected under this division shall be distributed and disposed of	1224
in accordance with any applicable court order or, in the absence	1225
of a court order, in accordance with this section.	1226

Sec. 1701.881. (A) A corporation that has given notice under	1227
division (A) of section 1701.87 of the Revised Code may reject, in	1228
whole or in part, any matured claim made by a claimant by sending	1229
notice of the rejection by certified or registered mail, return	1230
receipt requested, to the claimant within ninety days after	1231
receipt of the claim and at least thirty days before the	1232
expiration of the four-year period specified in division (A) of	1233
section 1701.88 of the Revised Code. A notice sent pursuant to	1234
this section shall include or be accompanied by a copy of this	1235
division and of section 1701.89 of the Revised Code. A claim	1236
against a corporation is barred if a claimant whose claim is	1237
rejected by the corporation does not commence an action to enforce	1238
the claim within thirty days after the corporation mails the	1239
rejection notice.	1240

(B) A corporation that has given notice under division (A) of	1241
section 1701.87 of the Revised Code may offer security to any	1242
claimant whose claim is contingent, conditional, or unmatured as	1243
the corporation determines is sufficient to provide compensation	1244
to the claimant if the claim matures. The corporation shall send	1245
the corporation's offer to the claimant by certified or registered	1246
mail, return receipt requested, within ninety days after receipt	1247
of the claim and at least thirty days before the expiration of the	1248
four-year period specified in division (A) of section 1701.88 of	1249
the Revised Code. A notice sent pursuant to this section shall	1250
include or be accompanied by a copy of this division and of	1251
section 1701.89 of the Revised Code. If the claimant offered the	1252
security does not deliver to the corporation a written notice	1253
rejecting the offer within thirty days after the corporation mails	1254
the offer for security, the claimant shall be deemed to have	1255
accepted the security as the sole source from which to satisfy	1256
claimant's claim against the corporation.	1257

(C) A corporation that has given notice under division (A) of	1258
section 1701.87 of the Revised Code may file an application with	1259
the court having jurisdiction under section 1701.89 of the Revised	1260
Code for a determination of the amount and form of insurance or	1261
other security that satisfies both of the following requirements:	1262

(1) The insurance or other security will be sufficient to	1263
provide compensation to any claimant who has rejected the offer	1264
for security made pursuant to this section.	1265

(2) The insurance or other security will be reasonably likely	1266
to be sufficient to provide compensation for claims that have not	1267
been made known to the corporation or that have not arisen but	1268
that, based on the facts known to the corporation, are likely to	1269
arise or to become known to the corporation within five years	1270
after the date of dissolution or such longer period of time as the	1271
directors or a court acting under section 1701.89 of the Revised	1272
Code may determine, not to exceed ten years after the date of	1273
dissolution.	1274

Sec. 1701.882. (A) A dissolved corporation shall do all of	1275
the following:	1276

(1) Pay the claims made and not rejected under division (A)	1277
of section 1701.881 of the Revised Code;	1278

(2) Post the security offered and not rejected under division	1279
(B) of section 1701.881 of the Revised Code;	1280

(3) Post security ordered by the court in any proceeding	1281
under division (C) of section 1701.881 of the Revised Code;	1282

(4) Make any payment required by a court acting under section	1283
1701.89 of the Revised Code;	1284

(5) Pay or make provision by insurance or otherwise for all	1285
other claims that are mature, known, and uncontested or that have	1286
been finally determined to be owing by the corporation and any	1287
other claims described in division (C)(2) of section 1701.881 of	1288
the Revised Code.	1289

(B) A corporation shall pay in full any claims and	1290
liabilities or provide for those payments in full by insurance or	1291
otherwise if the corporation has sufficient assets. If the	1292
corporation does not have sufficient assets, a corporation shall	1293
pay claims and liabilities or provide for those payments by	1294
insurance or otherwise in order of their priority. Among claims of	1295
equal priority, the corporation shall apportion those payments to	1296
the extent of funds legally available for the payment of those	1297
claims. Any remaining assets shall be distributed to the	1298
shareholders of the corporation according to their respective	1299
rights and preferences.	1300

(C) In the absence of fraud, the judgment of the board of	1301
directors of the dissolved corporation as to the provision the	1302
corporation made for the payment of all claims under division	1303
(A)(5) of this section shall be conclusive.	1304

Sec. 1701.883. (A) The dissolution of a corporation shall not	1305
affect the limited liability of a shareholder with respect to	1306
transactions occurring or acts or omissions done or omitted in the	1307
name of or by the corporation.	1308

(B) A shareholder who receives a distribution of assets from	1309
a dissolved corporation shall not be liable for any claim against	1310
the corporation in an amount in excess of the amount of	1311
shareholder's pro rata share of the claim or the amount	1312
distributed to the shareholder, whichever is less. The aggregate	1313
liability of any shareholder for claims against a dissolved	1314
corporation shall not exceed the amount distributed to that	1315
stockholder after the dissolution.	1316

(C) A shareholder of a dissolved corporation, the assets of	1317
which were distributed pursuant to this chapter, may be liable for	1318
a claim against the corporation only if an action on that claim is	1319
commenced before expiration of the period specified in division	1320
(B)(2) of section 1701.88 of the Revised Code.	1321

Sec. 1701.89.  (A) Without limiting the generality of its	1322
authority, the court of common pleas of the county in this state	1323
in which is located the principal office of a voluntarily	1324
dissolved corporation oris located, in which the principal office	1325
was to be located, or in which the principal office of a	1326
corporation whose articles have been canceled or whose period of	1327
existence has expired is located, upon the complaint of the	1328
corporation, a majority of the directors, or a creditor or	1329
shareholderclaimant, and upon such notice to all the directors	1330
and such other persons interested as the court considers proper,	1331
at any time may order and adjudge in respect of all of the	1332
following matters:	1333

(1) Any proceedings or actions under division (C) of section	1334
1701.881 of the Revised Code;	1335

(2) The presentation and proof of all claims and demands	1336
against the corporation and of all rights, interests, or liens in	1337
or on any of its property including property described in division	1338
(F) of section 1701.88 of the Revised Code; the fixing of the time	1339
within which and the manner in which such proof shall be made and	1340
the person to whom such presentation shall be made; and the	1341
barring from participation in any distribution of assets of all	1342
persons failing to make and present proofs as required by the	1343
order of the court;	1344

(2)(3) The stay of the prosecution of any proceeding against	1345
the corporation or involving any of its property, and the	1346
requirement that the parties to it present and prove their claims,	1347
demands, rights, interests, or liens at the time and in the manner	1348
required of creditors or others; or the grant toof leave to bring	1349
or maintain an independent proceeding to enforce liens;	1350

(3)(4) The settlement or determination of all claims of every	1351
nature against the corporation or any of its property; the	1352
determination of the assets required to be retained or insurance	1353
to be obtained to pay or provide for the payment of such claims or	1354
any claim; the determination of the assets available for	1355
distribution among shareholders; and the making of new parties to	1356
the proceeding so far as the court considers proper for the	1357
determination of all matters;	1358

(4)(5) The determination of the rights of holders of shares	1359
of all classes in and to the assets of the corporation;	1360

(5)(6) The presentation and filing of intermediate and final	1361
accounts of the directors or of the liquidators and hearings on	1362
them; the allowance, disallowance, or settlement of such accounts;	1363
and the discharge of the directors, the liquidators, or any of	1364
them from their duties and liabilities;	1365

(6)(7) The appointment of a special master commissioner or	1366
guardian ad litem to hear and determine any such matters with such	1367
authority as the court considers proper;. The applicant in the	1368
proceeding shall pay the reasonable fees and expenses of the	1369
special master commissioner or guardian ad litem, including all	1370
reasonable expert witness fees, unless otherwise ordered by the	1371
court.	1372

(7)(8) The filling of any vacancies in the number of	1373
directors or liquidators when the directors are unable to act on	1374
the vacancies for want of a quorum or for any other reason;	1375

(8)(9) The appointment of a receiver, in accordance with the	1376
usages of a court in equitable matters, to wind up the affairs of	1377
the corporation, to take custody of any of its property, or for	1378
any other purpose;	1379

(9)(10) The issuance or entry of any injunction or any other	1380
order which the court considers proper in the administration of	1381
the trust involved in the winding up of the affairs of the	1382
corporation and the giving of notice of it;	1383

(10)(11) The allowance and payment of compensation to the	1384
directors or any of them, to liquidators, to a receiver, to the	1385
attorney for the complainant, or to any person properly rendering	1386
services beneficial to the corporation or to those interested in	1387
it;	1388

(11)(12) The entry of a judgment or decree which, if it so	1389
provides, may operate as the deed or other instrument ordered to	1390
be executed, or the appointment of a master or guardian ad litem	1391
to execute such deed or instrument in the name of the corporation	1392
with the same effect as if executed by an authorized officer	1393
pursuant to authority conferred by the directors or the	1394
shareholders of the corporation, whenever there is no officer or	1395
agent competent to execute such deed or instrument, whenever the	1396
corporation or its officers do not perform or comply with a	1397
judgment or decree of court, or whenever the court considers it	1398
proper.	1399

(B) A judicial proceeding under this section concerning the	1400
winding up of the affairs of a corporation is a special	1401
proceeding, and final orders in the proceeding may be vacated,	1402
modified, or reversed on appeal pursuant to the Rules of Appellate	1403
Procedure and, to the extent not in conflict with those rules,	1404
Chapter 2505. of the Revised Code.	1405

Sec. 1701.90.  (A) Whenever, after a corporation is dissolved	1406
voluntarily or the articles of a corporation have been cancelled	1407
or the period of existence of a corporation has expired, a	1408
receiver is appointed to wind up the affairs of the corporation,	1409
all the claims, demands, rights, interests, or liens of creditors,	1410
claimants, and shareholders shall be determined as of the day on	1411
which the receiver was appointed unless those claims, demands,	1412
rights, interests, or liens have already been determined under	1413
section 1701.881 of the Revised Code. Unless it is otherwise	1414
ordered, such appointment vests in the receiver and histhe	1415
receiver's successors the right to the immediate possession of all	1416
the property of the corporation, which shall, if so ordered,	1417
execute and deliver conveyances of such property to the receiver	1418
or histhe receiver's nominee.	1419

(B) Any officer, director, shareholder, or other person,	1420
whether a resident of the state or a non-resident and however	1421
interested, may be appointed as receiver.	1422

(C) TheUnless otherwise ordered, the receiver shall have all	1423
the authority vested in the directors and officers of the	1424
corporation, shall exercise such authority subject to such orders	1425
as are made by the court, and may be required to qualify by giving	1426
bond to the state in such amount as the court fixes, with surety	1427
to the satisfaction of the clerk of the court, conditioned for the	1428
faithful discharge of histhe receiver's duties and for a due	1429
accounting for all money or property received by himthe receiver.	1430

Sec. 1701.91.  (A) A corporation may be dissolved judicially	1431
and its affairs wound up:	1432

(1) By an order of the supreme court or of a court of appeals	1433
in an action in quo warranto brought as provided by sections	1434
2733.02 to 2733.39 of the Revised Code, in which event the court	1435
may order the affairs of the corporation to be wound up by its	1436
directors as in the case of voluntary dissolution, or by	1437
proceedings in, and under the order of, the court of common pleas	1438
of the county in this state in which the corporation has its	1439
principal office;	1440

(2) By an order of the court of common pleas of the county in	1441
this state in which such corporation has its principal office, in	1442
an action brought by holders of shares entitled to dissolve the	1443
corporation voluntarily, when it is established that any of the	1444
following are true:	1445

(a) That its articles have been canceled or its period of	1446
existence has expired and that it is necessary in order to protect	1447
the shareholders that the corporation be judicially dissolved;	1448

(b) That the corporation is insolvent or is unable to afford	1449
reasonable security to those who may deal with it and that it is	1450
necessary in order to protect the creditors of the corporation	1451
that the corporation be judicially dissolved;	1452

(c) That the objects of the corporation have wholly failed or	1453
are entirely abandoned or that their accomplishment is	1454
impracticable;	1455

(3) By an order of the court of common pleas of the county in	1456
this state in which the corporation has its principal office, in	1457
an action brought by the holders of shares entitling them to	1458
exercise a majorityat least two-thirds of the voting power of the	1459
corporation on such proposal, or the holders of such lesser	1460
proportion as are entitled by the articles to dissolve the	1461
corporation voluntarily, when it is established that it is	1462
beneficial to the shareholders that the corporation be judicially	1463
dissolved, or the holders of such lesser proportion as are	1464
entitled by the articles to dissolve the corporation voluntarily;	1465

(4) By an order of the court of common pleas of the county in	1466
this state in which the corporation has its principal office, in	1467
an action brought by one-half of the directors when there is an	1468
even number of directors or by the holders of shares entitling	1469
them to exercise one-halfat least two-thirds of the voting power,	1470
when it is established that the corporation has an even number of	1471
directors who are deadlocked in the management of the corporate	1472
affairs and the shareholders are unable to break the deadlock, or	1473
when it is established that the corporation has an uneven number	1474
of directors and that the shareholders are deadlocked in voting	1475
power and unable to agree upon or vote for the election of	1476
directors as successors to directors whose terms normally would	1477
expire upon the election of their successors. Under these	1478
circumstances, dissolution of the corporation shall not be denied	1479
on the ground that the corporation is solvent or on the ground	1480
that the business of the corporation has been or could be	1481
conducted at a profit.	1482

(5) By an order of the court of common pleas of the county in	1483
which the corporation, whether for profit or nonprofit, has its	1484
principal office, in an action brought by the prosecuting attorney	1485
of the county, when it is found that the corporation was organized	1486
or systematically used to further criminal purposes, or as a	1487
subterfuge to engage in prostitution, gambling, loan sharking,	1488
drug abuse, illegal drug distribution, counterfeiting, obscenity,	1489
extortion, corruption of law enforcement officers or other public	1490
officers, officials, or any employees, or any other criminal	1491
activity.	1492

(B) A complaint for judicial dissolution shall be verified by	1493
any of the complainants and shall set forth facts showing that the	1494
case is one of those specified in this section. Unless the	1495
complainants set forth in the complaint that they are unable to	1496
annex a list of shareholders, a schedule shall be annexed to the	1497
complaint setting forth the name of each shareholder, his address	1498
if it is known or the fact that it is not known, the number of	1499
shares owned by him, and any balance unpaid on his shares.	1500

(C) Upon the filing of a complaint for judicial dissolution,	1501
the court with which it is filed shall have power to issue	1502
injunctions, to appoint a receiver with such authority and duties	1503
as the court from time to time may direct, to take such other	1504
proceedings as may be necessary to protect the property or the	1505
rights of the complainants or of the persons interested, and to	1506
carry on the business of the corporation until a full hearing can	1507
be had. Upon or after the filing of a complaint for judicial	1508
dissolution, the court, by injunction or order, may stay the	1509
prosecution of any proceeding against the corporation or involving	1510
any of its property and require the parties to the proceeding to	1511
present and prove their claims, demands, rights, interests, or	1512
liens, at the time and in the manner required of creditors or	1513
others. The court may refer the complaint to a special master	1514
commissioner.	1515

(D) After a hearing had upon such notice as the court may	1516
direct to be given to all parties to the proceeding and to any	1517
other parties in interest designated by the court, a final order	1518
based either upon the evidence, or upon the report of the special	1519
master commissioner if one has been appointed, shall be made	1520
dissolving the corporation or dismissing the complaint. An order	1521
or judgment for the judicial dissolution of a corporation shall	1522
contain a concise statement of the proceedings leading up to the	1523
order or judgment; the name of the corporation; the place in this	1524
state where its principal office is located; the names and	1525
addresses of its directors and officers; the name and address of a	1526
statutory agent; and, if desired, such other provisions with	1527
respect to the judicial dissolution and winding up as are	1528
considered necessary or desirable. A certified copy of such order	1529
forthwith shall be filed in the office of the secretary of state,	1530
whereupon the corporation shall be dissolved. To the extent	1531
consistent with orders entered in such proceeding, the effect of	1532
such judicial dissolution shall be the same as in the case of	1533
voluntary dissolution, and the provisions of sections 1701.87,	1534
1701.88, 1701.89, and 1701.90 of the Revised Code relating to the	1535
authority and duties of directors during the winding up of the	1536
affairs of a corporation dissolved voluntarily, with respect to	1537
the jurisdiction of courts over the winding up of the affairs of a	1538
corporation, and with respect to receivers for winding up the	1539
affairs of a corporation shall be applicable to corporations	1540
judicially dissolved.	1541

(E) A judicial proceeding under this section concerning the	1542
judicial dissolution of a corporation is a special proceeding, and	1543
final orders in it may be vacated, modified, or reversed on appeal	1544
pursuant to the Rules of Appellate Procedure or the Rules of	1545
Practice of the Supreme Court, whichever are applicable, and, to	1546
the extent not in conflict with those rules, Chapter 2505. of the	1547
Revised Code.	1548

Sec. 1701.911.  (A) Upon the complaint of not less than	1549
one-fourth of the directors of a corporation or upon the complaint	1550
of the holders of shares entitling them to exercise not less than	1551
one-fifth of the voting power of a corporation in the election of	1552
directors, the court of common pleas of the county in which the	1553
corporation maintains its principal office may order the	1554
appointment of a provisional director for that corporation if the	1555
articles or regulations of the corporation expressly provide for	1556
such an appointment. No appointment shall be made until a hearing	1557
is held by the court. Notice of the hearing shall be given to each	1558
director and the secretary of the corporation in any manner that	1559
the court may direct. If directed by the court, the notice also	1560
shall be given to each of the shareholders. The complainants shall	1561
establish at the hearing that, because of irreconcilable	1562
differences among the existing directors or because there are no	1563
directors and the shareholders are unable to elect any directors,	1564
the continued operation of the corporation has been substantially	1565
impeded or made impossible.	1566

(B) A provisional director shall have the same rights and	1567
duties as other directors and shall serve until removed by the	1568
appointing court or by the holders of shares entitling them to	1569
exercise a majority of the voting power of the corporation in the	1570
election of directors, or until histhe provisional director's	1571
earlier resignation or death. If the provisional director dies or	1572
resigns, the court, pursuant to divisions (A) and (C) of this	1573
section, may appoint a replacement provisional director, upon its	1574
own motion and without the filing of a complaint for the	1575
appointment of a provisional director. If the appointing court	1576
finds that the irreconcilable differences no longer exist, it	1577
shall order the removal of the provisional director.	1578

(C) No person shall be appointed as a provisional director	1579
unless hethe person is generally conversant with corporate	1580
affairs, has no legal or equitable interest in the shares or	1581
obligations of the corporation of which hethe person is to be	1582
appointed a director, and is not indebted to such corporation. The	1583
compensation of a provisional director shall be determined by	1584
agreement with the corporation for which hethe provisional	1585
director is serving, subject to the approval of the appointing	1586
court, except that the appointing court may fix histhe	1587
provisional director's compensation in the absence of agreement or	1588
in the event of disagreement between the provisional director and	1589
the corporation.	1590

(D) A proceeding concerning the appointment of a provisional	1591
director of a corporation is a special proceeding, and final	1592
orders issued in the proceeding may be vacated, modified, or	1593
reversed on appeal pursuant to the Rules of Appellate Procedure	1594
and, to the extent not in conflict with those rules, Chapter 2505.	1595
of the Revised Code.	1596

Sec. 1702.12.  (A) A corporation may sue and be sued.

1597

(B) A corporation may adopt and alter a corporate seal and	1598
use it or a facsimile of it, but failure to affix the corporate	1599
seal shall not affect the validity of any instrument.	1600

(C) Unless otherwise provided in the articles, a corporation	1601
may take property of any description, or any interest in property,	1602
by gift, devise, or bequest.	1603

(D) Subject to limitations prescribed by law or in its	1604
articles, a corporation may make donations for the public welfare,	1605
for religious, charitable, scientific, literary, or educational	1606
purposes, or in furtherance of any of its purposes.	1607

(E)(1) A corporation may indemnify or agree to indemnify any	1608
person who was or is a party, or is threatened to be made a party,	1609
to any threatened, pending, or completed civil, criminal,	1610
administrative, or investigative action, suit, or proceeding,	1611
other than an action by or in the right of the corporation, by	1612
reason of the fact that the person is or was a director, officer,	1613
employee, or agent of or a volunteer of the corporation, or is or	1614
was serving at the request of the corporation as a director,	1615
officer, employee, member, manager, or agent of or a volunteer of	1616
another domestic or foreign nonprofit corporation or business	1617
corporation, a limited liability company, or a partnership, joint	1618
venture, trust, or other enterprise, against expenses, including	1619
attorney's fees, judgments, fines, and amounts paid in settlement	1620
actually and reasonably incurred by the person in connection with	1621
such action, suit, or proceeding, if the person acted in good	1622
faith and in a manner the person reasonably believed to be in or	1623
not opposed to the best interests of the corporation, and, with	1624
respect to any criminal action or proceeding, if the person had no	1625
reasonable cause to believe the person's conduct was unlawful. The	1626
termination of any action, suit, or proceeding by judgment, order,	1627
settlement, or conviction, or upon a plea of nolo contendere or	1628
its equivalent, shall not create, of itself, a presumption that	1629
the person did not act in good faith and in a manner the person	1630
reasonably believed to be in or not opposed to the best interests	1631
of the corporation, and, with respect to any criminal action or	1632
proceeding, a presumption that the person had reasonable cause to	1633
believe that the person's conduct was unlawful.	1634

(2) A corporation may indemnify or agree to indemnify any	1635
person who was or is a party, or is threatened to be made a party,	1636
to any threatened, pending, or completed action or suit by or in	1637
the right of the corporation to procure a judgment in its favor,	1638
by reason of the fact that the person is or was a director,	1639
officer, employee, or agent of or a volunteer of the corporation,	1640
or is or was serving at the request of the corporation as a	1641
director, officer, employee, member, manager, or agent of or a	1642
volunteer of another domestic or foreign nonprofit corporation or	1643
business corporation, a limited liability company, or a	1644
partnership, joint venture, trust, or other enterprise against	1645
expenses, including attorney's fees, actually and reasonably	1646
incurred by the person in connection with the defense or	1647
settlement of such action or suit, if the person acted in good	1648
faith and in a manner the person reasonably believed to be in or	1649
not opposed to the best interests of the corporation, except that	1650
no indemnification shall be made in respect of any of the	1651
following:	1652

(a) Any claim, issue, or matter as to which the person is	1653
adjudged to be liable for negligence or misconduct in the	1654
performance of the person's duty to the corporation unless, and	1655
only to the extent that, the court of common pleas or the court in	1656
which the action or suit was brought determines, upon application,	1657
that, despite the adjudication of liability but in view of all the	1658
circumstances of the case, the person is fairly and reasonably	1659
entitled to indemnity for such expenses as the court of common	1660
pleas or such other court considers proper;	1661

(b) Any action or suit in which liability is asserted against	1662
a director and that liability is asserted only pursuant to section	1663
1702.55 of the Revised Code.	1664

(3) To the extent that a director, officer, employee, member,	1665
manager, agent, or volunteer has been successful on the merits or	1666
otherwise in defense of any action, suit, or proceeding referred	1667
to in division (E)(1) or (2) of this section, or in defense of any	1668
claim, issue, or matter in such an action, suit, or proceeding,	1669
the person shall be indemnified against expenses, including	1670
attorney's fees, actually and reasonably incurred by the person in	1671
connection with that action, suit, or proceeding.	1672

(4) Unless ordered by a court and subject to division (E)(3)	1673
of this section, any indemnification under division (E)(1) or (2)	1674
of this section shall be made by the corporation only as	1675
authorized in the specific case, upon a determination that	1676
indemnification of the director, officer, employee, member,	1677
manager, agent, or volunteer is proper in the circumstances	1678
because the person has met the applicable standard of conduct set	1679
forth in division (E)(1) or (2) of this section. Such	1680
determination shall be made in any of the following manners:	1681

(a) By a majority vote of a quorum consisting of directors of	1682
the indemnifying corporation who were not and are not parties to	1683
or threatened with the action, suit, or proceeding referred to in	1684
division (E)(1) or (2) of this section;	1685

(b) Whether or not a quorum as described in division	1686
(E)(4)(a) of this section is obtainable, and if a majority of a	1687
quorum of disinterested directors so directs, in a written opinion	1688
by independent legal counsel other than an attorney, or a firm	1689
having associated with it an attorney, who has been retained by or	1690
who has performed services for the corporation or any person to be	1691
indemnified within the past five years;	1692

(c) By the members;

1693

(d) By the court of common pleas or the court in which the	1694
action, suit, or proceeding referred to in division (E)(1) or (2)	1695
of this section was brought.	1696

If an action or suit by or in the right of the corporation is	1697
involved, any determination made by the disinterested directors	1698
under division (E)(4)(a) of this section or by independent legal	1699
counsel under division (E)(4)(b) of this section shall be	1700
communicated promptly to the person who threatened or brought the	1701
action or suit under division (E)(2) of this section, and, within	1702
ten days after receipt of suchthat notification, suchthe person	1703
shall have the right to petition the court of common pleas or the	1704
court in which suchthe action or suit was brought to review the	1705
reasonableness of suchthat determination.	1706

(5)(a)(i) Unless, at the time of a director's or volunteer's	1707
act or omission that is the subject of an action, suit, or	1708
proceeding referred to in division (E)(1) or (2) of this section,	1709
the articles or regulations of the corporation state, by specific	1710
reference to this division, that its provisions do not apply to	1711
the corporation, or unless the only liability asserted against a	1712
director in an action, suit, or proceeding referred to in division	1713
(E)(1) or (2) of this section is pursuant to section 1702.55 of	1714
the Revised Code, or unless division (E)(5)(a)(ii) of this section	1715
applies, the expenses incurred by the director or volunteer in	1716
defending the action, suit, or proceeding, including attorney's	1717
fees, shall be paid by the corporation. Upon the request of the	1718
director or volunteer and in accordance with division (E)(5)(b) of	1719
this section, those expenses shall be paid as they are incurred,	1720
in advance of the final disposition of the action, suit, or	1721
proceeding.	1722

(ii) Notwithstanding division (E)(5)(a)(i) of this section,	1723
the expenses incurred by a director or volunteer in defending an	1724
action, suit, or proceeding referred to in division (E)(1) or (2)	1725
of this section, including attorney's fees, shall not be paid by	1726
the corporation upon the final disposition of the action, suit, or	1727
proceeding, or, if paid in advance of the final disposition of the	1728
action, suit, or proceeding, shall be repaid to the corporation by	1729
the director or volunteer, if it is proved, by clear and	1730
convincing evidence, in a court with jurisdiction that the act or	1731
omission of the director or volunteer was one undertaken with a	1732
deliberate intent to cause injury to the corporation or was one	1733
undertaken with a reckless disregard for the best interests of the	1734
corporation.	1735

(b) Expenses, including attorney's fees, incurred by a	1736
director, officer, employee, member, manager, agent, or volunteer	1737
in defending any action, suit, or proceeding referred to in	1738
division (E)(1) or (2) of this section may be paid by the	1739
corporation as they are incurred, in advance of the final	1740
disposition of the action, suit, or proceeding, as authorized by	1741
the directors in the specific case, upon receipt of an undertaking	1742
by or on behalf of the director, officer, employee, member,	1743
manager, agent, or volunteer to repay the amount if it ultimately	1744
is determined that the person is not entitled to be indemnified by	1745
the corporation.	1746

(6) The indemnification or advancement of expenses authorized	1747
by this section is not exclusive of, and shall be in addition to,	1748
any other rights granted to those seeking indemnification or	1749
advancement of expenses, pursuant to the articles, the	1750
regulations, any agreement, a vote of members or disinterested	1751
directors, or otherwise, both as to action in their official	1752
capacities and as to action in another capacity while holding	1753
their offices or positions, and shall continue as to a person who	1754
has ceased to be a director, officer, employee, member, manager,	1755
agent, or volunteer and shall inure to the benefit of the heirs,	1756
executors, and administrators of such athat person. A right to	1757
indemnification or to advancement of expenses arising under a	1758
provision of the articles or the regulations shall not be	1759
eliminated or impaired by an amendment to that provision after the	1760
occurrence of the act or omission that becomes the subject of the	1761
civil, criminal, administrative, or investigative action, suit, or	1762
proceeding for which the indemnification or advancement of	1763
expenses is sought, unless the provision in effect at the time of	1764
that act or omission explicitly authorizes that elimination or	1765
impairment after the act or omission has occurred.	1766

(7) A corporation may purchase and maintain insurance, or	1767
furnish similar protection, including, but not limited to, trust	1768
funds, letters of credit, or self-insurance, for or on behalf of	1769
any person who is or was a director, officer, employee, agent, or	1770
volunteer of the corporation, or is or was serving at the request	1771
of the corporation as a director, officer, employee, member,	1772
manager, agent, or volunteer of another domestic or foreign	1773
nonprofit corporation or business corporation, a limited liability	1774
company, or a partnership, joint venture, trust, or other	1775
enterprise, against any liability asserted against the person and	1776
incurred by the person in any such capacity, or arising out of the	1777
person's status as such, whether or not the corporation would have	1778
the power to indemnify the person against that liability under	1779
this section. Insurance may be so purchased from or so maintained	1780
with a person in which the corporation has a financial interest.	1781

(8) The authority of a corporation to indemnify persons	1782
pursuant to division (E)(1) or (2) of this section does not limit	1783
the payment of expenses as they are incurred, in advance of the	1784
final disposition of an action, suit, or proceeding, pursuant to	1785
division (E)(5) of this section or the payment of indemnification,	1786
insurance, or other protection that may be provided pursuant to	1787
division (E)(6) or (7) of this section. Divisions (E)(1) and (2)	1788
of this section do not create any obligation to repay or return	1789
payments made by a corporation pursuant to division (E)(5), (6),	1790
or (7) of this section.	1791

(9) As used in division (E) of this section, "corporation"	1792
includes all constituent corporations in a consolidation or	1793
merger, and the new or surviving corporation, so that any person	1794
who is or was a director, officer, employee, agent, or volunteer	1795
of a constituent corporation or is or was serving at the request	1796
of a constituent corporation as a director, officer, employee,	1797
member, manager, agent, or volunteer of another domestic or	1798
foreign nonprofit corporation or business corporation, a limited	1799
liability company, or a partnership, joint venture, trust, or	1800
other enterprise, shall stand in the same position under this	1801
section with respect to the new or surviving corporation as the	1802
person would if the person had served the new or surviving	1803
corporation in the same capacity.	1804

(F) In carrying out the purposes stated in its articles and	1805
subject to limitations prescribed by law or in its articles, a	1806
corporation may do the following:	1807

(1) Purchase or otherwise acquire, lease as lessee, invest	1808
in, hold, use, lease as lessor, encumber, sell, exchange,	1809
transfer, and dispose of property of any description or any	1810
interest in property of any description;	1811

(2) Make contracts;

1812

(3) Form or acquire the control of other domestic or foreign	1813
nonprofit corporations or business corporations;	1814

(4) Be a partner, member, associate, or participant in other	1815
enterprises or ventures, whether profit or nonprofit;	1816

(5) Borrow money, and issue, sell, and pledge its notes,	1817
bonds, and other evidences of indebtedness, and secure any of its	1818
obligations by mortgage, pledge, or deed of trust, of all or any	1819
of its property, and guarantee or secure obligations of any	1820
person;	1821

(6) Become a member of another corporation;

1822

(7) Conduct its affairs in this state and elsewhere;

1823

(8) Resist a change or potential change in control of the	1824
corporation, if the directors, by a majority vote of a quorum,	1825
determine that the change or potential change is opposed to or not	1826
in the best interests of the corporation, upon consideration of	1827
any of the matters set forth in division (E)(F) of section 1702.30	1828
of the Revised Code;	1829

(9) Do all things permitted by law and exercise all authority	1830
within the purposes stated in its articles or incidental to those	1831
purposes.	1832

(G) Irrespective of the purposes stated in its articles, but	1833
subject to limitations or prohibitions stated in its articles, a	1834
corporation, in addition to the authority conferred by division	1835
(F) of this section, may invest its funds not currently needed in	1836
carrying out its purposes in any shares or other securities of	1837
another nonprofit corporation or business corporation, or another	1838
business or undertaking.	1839

(H)(1) Notwithstanding any other provision of this section to	1840
the contrary, no corporation that is a "private foundation," as	1841
defined in section 509 of the Internal Revenue Code, shall do the	1842
following:	1843

(a) Engage in any act of "self-dealing," as defined in	1844
section 4941 (d) of the Internal Revenue Code, that would give	1845
rise to any liability for any tax imposed by section 4941 of the	1846
Internal Revenue Code;	1847

(b) Retain any "excess business holdings," as defined in	1848
section 4943 (c) of the Internal Revenue Code, that would give	1849
rise to any liability for any tax imposed by section 4943 of the	1850
Internal Revenue Code;	1851

(c) Make any investment that would jeopardize the carrying	1852
out of any of its exempt purposes, within the meaning of section	1853
4944 of the Internal Revenue Code, so as to give rise to any	1854
liability for any tax imposed by that section;	1855

(d) Make any "taxable expenditures," as defined in section	1856
4945 (d) of the Internal Revenue Code, that would give rise to any	1857
liability for any tax imposed by section 4945 of the Internal	1858
Revenue Code.	1859

(2) Each corporation that is a "private foundation," as	1860
defined in section 509 of the Internal Revenue Code, shall, for	1861
the purposes specified in its articles, distribute at such time	1862
and in such manner, for each taxable year, amounts at least	1863
sufficient to avoid liability for any tax imposed by section 4942	1864
of the Internal Revenue Code.	1865

(3) Divisions (H)(1) and (2) of this section apply to all	1866
corporations described in them, whether or not contrary to the	1867
provisions of the articles or regulations of such a corporation,	1868
except that divisions (H)(1) and (2) of this section do not apply	1869
to a corporation in existence on September 17, 1971, to the extent	1870
that such corporation provides to the contrary by amendment to its	1871
articles adopted after that date.	1872

(4) Violation of a provision of division (H)(1) or (2) of	1873
this section by a corporation to which the provisions of those	1874
divisions are applicable is not cause for cancellation of its	1875
articles. No director or officer of a corporation to which the	1876
provisions of division (H)(1) or (2) of this section are	1877
applicable is personally liable for a violation of a prohibition	1878
or requirement of those provisions, unless the director or officer	1879
participated in such violation knowing that it was a violation,	1880
and no director or officer is personally liable if such violation	1881
was not willful and was due to reasonable cause, except that this	1882
division does not exonerate a director or officer from any	1883
responsibility or liability to which the director or officer is	1884
subject under any other rule of law, whether or not duplicated in	1885
division (H)(1) or (2) of this section.	1886

(5) Except as provided in division (H)(4) of this section,	1887
nothing in division (H) of this section impairs the rights and	1888
powers of the courts or the attorney general of this state with	1889
respect to any corporation.	1890

(6) As used in division (H) of this section, "Internal	1891
Revenue Code" means the "Internal Revenue Code of 1986," 100 Stat.	1892
2085, 26 U.S.C. 1, as amended.	1893

(I)(1) No lack of, or limitation upon, the authority of a	1894
corporation shall be asserted in any action except as follows:	1895

(a) By the state in an action by it against the corporation;

1896

(b) By or on behalf of the corporation against a director, an	1897
officer, or a member as such;	1898

(c) By a member as such or by or on behalf of the members	1899
against the corporation, a director, an officer, or a member as	1900
such.	1901

(2) Division (I)(1) of this section shall apply to any action	1902
brought in this state upon any contract made in this state by a	1903
foreign corporation.	1904

Sec. 1702.30.  (A) Except where the law, the articles, or the	1905
regulations require that action be otherwise authorized or taken,	1906
all of the authority of a corporation shall be exercised by or	1907
under the direction of its directors. For their own government,	1908
the directors may adopt bylaws that are not inconsistent with the	1909
articles or the regulations.	1910

(B) A director shall perform the duties of a director,	1911
including the duties as a member of any committee of the directors	1912
upon which the director may serve, in good faith, in a manner the	1913
director reasonably believes to be in or not opposed to the best	1914
interests of the corporation, and with the care that an ordinarily	1915
prudent person in a like position would use under similar	1916
circumstances. InA director serving on a committee of directors	1917
is acting as a director.	1918

(C) In performing the duties of a director, a director is	1919
entitled to rely on information, opinions, reports, or statements,	1920
including financial statements and other financial data, that are	1921
prepared or presented by the following:	1922

(1) One or more directors, officers, or employees of the	1923
corporation who the director reasonably believes are reliable and	1924
competent in the matters prepared or presented;	1925

(2) Counsel, public accountants, or other persons as to	1926
matters that the director reasonably believes are within the	1927
person's professional or expert competence;	1928

(3) A committee of the directors upon which the director does	1929
not serve, duly established in accordance with a provision of the	1930
articles or the regulations, as to matters within its designated	1931
authority, which committee the director reasonably believes to	1932
merit confidence.	1933

(C)(D) For purposes of division (B) of this section:

1934

(1) A director shall not be found to have failed to perform	1935
the director's duties in accordance with that division, unless it	1936
is proved, by clear and convincing evidence, in an action brought	1937
against the director that the director has not acted in good	1938
faith, in a manner the director reasonably believes to be in or	1939
not opposed to the best interests of the corporation, or with the	1940
care that an ordinarily prudent person in a like position would	1941
use under similar circumstances. Such an action includes, but is	1942
not limited to, an action that involves or affects any of the	1943
following:	1944

(a) A change or potential change in control of the	1945
corporation;	1946

(b) A termination or potential termination of the director's	1947
service to the corporation as a director;	1948

(c) The director's service in any other position or	1949
relationship with the corporation.	1950

(2) A director shall not be considered to be acting in good	1951
faith if the director has knowledge concerning the matter in	1952
question that would cause reliance on information, opinions,	1953
reports, or statements that are prepared or presented by the	1954
persons described in divisions (B)(C)(1) to (3) of this section,	1955
to be unwarranted.	1956

(3) The provisions of this division do not limit relief	1957
available under section 1702.301 of the Revised Code.	1958

(D)(E)(1) Subject to divisions (D)(E)(2) and (3) of this	1959
section, a director is liable in damages for any act that the	1960
director takes or fails to take as director only if it is proved,	1961
by clear and convincing evidence, in a court with jurisdiction	1962
that the act or omission of the director was one undertaken with a	1963
deliberate intent to cause injury to the corporation or was one	1964
undertaken with a reckless disregard for the best interests of the	1965
corporation.	1966

(2) Division (D)(E)(1) of this section does not affect the	1967
liability of a director under section 1702.55 of the Revised Code.	1968

(3) Subject to division (D)(E)(2) of this section, division	1969
(D)(E)(1) of this section does not apply if, and only to the	1970
extent that, at the time of an act or omission of a director that	1971
is the subject of complaint, the articles or the regulations of	1972
the corporation state, by specific reference to that division,	1973
that its provisions do not apply to the corporation.	1974

(E)(F) For purposes of this section, in determining what a	1975
director reasonably believes to be in or not opposed to the best	1976
interests of the corporation, a director shall consider the	1977
purposes of the corporation and may consider any of the following:	1978

(1) The interests of the employees, suppliers, creditors, and	1979
customers of the corporation;	1980

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

1981

(3) Community and societal considerations;

1982

(4) The long-term and short-term best interests of the	1983
corporation, including, but not limited to, the possibility that	1984
those interests may be best served by the continued independence	1985
of the corporation.	1986

(F)(G) Divisions (C)(D) and (D)(E) of this section do not	1987
affect the duties of a director who acts in any capacity other	1988
than in the capacity as a director.	1989

Sec. 1705.61. (A) Absent an express agreement to the	1990
contrary, a person providing goods to or performing services for a	1991
limited liability company owes no duty to, incurs no liability or	1992
obligation to, and is not in privity with the members or creditors	1993
of the limited liability company by reason of providing goods to	1994
or performing services for the limited liability company.	1995

(B) Absent an express agreement to the contrary, a person	1996
providing goods to or performing services for a member or group of	1997
members of a limited liability company owes no duty to, incurs no	1998
liability or obligation to, and is not in privity with the limited	1999
liability company, any other members of the limited liability	2000
company, or the creditors of the limited liability company by	2001
reason of providing goods to or performing services for the member	2002
or group of members of the limited liability company.	2003

Section 2.  That existing sections 1701.13, 1701.59, 1701.66,	2004
1701.74, 1701.76, 1701.84, 1701.85, 1701.86, 1701.87, 1701.88,	2005
1701.89, 1701.90, 1701.91, 1701.911, 1702.12, 1702.30, and 1705.61	2006
of the Revised Code are hereby repealed.	2007