As Reported by the Senate Judiciary Committee

129th General Assembly Regular Session 2011-2012

Sub. H. B. No. 48

Representatives Mecklenborg, Carney 

Cosponsors: Representatives Beck, Combs, DeGeeter, Dovilla, Garland, McGregor, Pillich, Stautberg, Stebelton, Stinziano, Coley, Adams, R., Brenner, Duffey, Blessing, Bubp, Buchy, Derickson, Hackett, Hagan, C., Huffman, Letson, Martin, McClain, Newbold, Peterson, Roegner, Slaby, Thompson, Wachtmann Speaker Batchelder 

Senator Wagoner 

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A BILL

To amend sections 1701.13, 1701.56, 1701.59, 1701.66,

1

1701.74, 1701.76, 1701.84, 1701.85, 1701.86,

2

1701.87, 1701.88, 1701.89, 1701.90, 1701.91,

3

1701.911, 1702.12, 1702.30, 1705.01, 1705.18,

4

1705.19, 1705.29, 1705.47, and 1705.61 and to

5

enact sections 1701.881, 1701.882, 1701.883,

6

1705.081, 1705.161, 1705.281, and 1705.282 of the

7

Revised Code to make changes to the law governing

8

corporations including dissenting shareholders,

9

the dissolution of a corporation, rights to

10

indemnification or advancement of expenses,

11

directors' fiduciary duties, and recording of

12

corporate mortgages, to make changes to the law

13

governing limited liability companies including

14

the contents of an operating agreement of a

15

limited liability company, the effect of a

16

member's withdrawal from a limited liability

17

company, the standards of conduct and duties of a

18

member of a limited liability company, and the

19

judicial dissolution of a limited liability

20

company, and to specify the rights of an assignee

21

of a member of a limited liability company.

22

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

Section 1.  That sections 1701.13, 1701.56, 1701.59, 1701.66,	23
1701.74, 1701.76, 1701.84, 1701.85, 1701.86, 1701.87, 1701.88,	24
1701.89, 1701.90, 1701.91, 1701.911, 1702.12, 1702.30, 1705.01,	25
1705.18, 1705.19, 1705.29, 1705.47, and 1705.61 be amended and	26
sections 1701.881, 1701.882, 1701.883, 1705.081, 1705.161,	27
1705.281, and 1705.282 of the Revised Code be enacted to read as	28
follows:	29

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

30

(B) A corporation may adopt and alter a corporate seal and	31
use the same or a facsimile of the corporate seal, but failure to	32
affix the corporate seal shall not affect the validity of any	33
instrument.	34

(C) At the request or direction of the United States	35
government or any agency of the United States government, a	36
corporation may transact any lawful business in aid of national	37
defense or in the prosecution of any war in which the nation is	38
engaged.	39

(D) Unless otherwise provided in the articles, a corporation	40
may take property of any description, or any interest in property,	41
by gift, devise, or bequest, and may make donations for the public	42
welfare or for charitable, scientific, or educational purposes.	43

(E)(1) A corporation may indemnify or agree to indemnify any	44
person who was or is a party, or is threatened to be made a party,	45
to any threatened, pending, or completed action, suit, or	46
proceeding, whether civil, criminal, administrative, or	47
investigative, other than an action by or in the right of the	48
corporation, by reason of the fact that hethe person is or was a	49
director, officer, employee, or agent of the corporation, or is or	50
was serving at the request of the corporation as a director,	51
trustee, officer, employee, member, manager, or agent of another	52
corporation, domestic or foreign, nonprofit or for profit, a	53
limited liability company, or a partnership, joint venture, trust,	54
or other enterprise, against expenses, including attorney's fees,	55
judgments, fines, and amounts paid in settlement actually and	56
reasonably incurred by himthe person in connection with such	57
action, suit, or proceeding, if hethe person acted in good faith	58
and in a manner hethe person reasonably believed to be in or not	59
opposed to the best interests of the corporation, and, with	60
respect to any criminal action or proceeding, if hethe person had	61
no reasonable cause to believe histhe person's conduct was	62
unlawful. The termination of any action, suit, or proceeding by	63
judgment, order, settlement, or conviction, or upon a plea of nolo	64
contendere or its equivalent, shall not, of itself, create a	65
presumption that the person did not act in good faith and in a	66
manner hethe person reasonably believed to be in or not opposed	67
to the best interests of the corporation, and, with respect to any	68
criminal action or proceeding, hethe person had reasonable cause	69
to believe that histhe person's conduct was unlawful.	70

(2) A corporation may indemnify or agree to indemnify any	71
person who was or is a party, or is threatened to be made a party,	72
to any threatened, pending, or completed action or suit by or in	73
the right of the corporation to procure a judgment in its favor,	74
by reason of the fact that hethe person is or was a director,	75
officer, employee, or agent of the corporation, or is or was	76
serving at the request of the corporation as a director, trustee,	77
officer, employee, member, manager, or agent of another	78
corporation, domestic or foreign, nonprofit or for profit, a	79
limited liability company, or a partnership, joint venture, trust,	80
or other enterprise, against expenses, including attorney's fees,	81
actually and reasonably incurred by himthe person in connection	82
with the defense or settlement of such action or suit, if hethe	83
person acted in good faith and in a manner hethe person	84
reasonably believed to be in or not opposed to the best interests	85
of the corporation, except that no indemnification shall be made	86
in respect of any of the following:	87

(a) Any claim, issue, or matter as to which such person is	88
adjudged to be liable for negligence or misconduct in the	89
performance of histhe person's duty to the corporation unless,	90
and only to the extent that, the court of common pleas or the	91
court in which such action or suit was brought determines, upon	92
application, that, despite the adjudication of liability, but in	93
view of all the circumstances of the case, such person is fairly	94
and reasonably entitled to indemnity for such expenses as the	95
court of common pleas or such other court shall deem proper;	96

(b) Any action or suit in which the only liability asserted	97
against a director is pursuant to section 1701.95 of the Revised	98
Code.	99

(3) To the extent that a director, trustee, officer,	100
employee, member, manager, or agent has been successful on the	101
merits or otherwise in defense of any action, suit, or proceeding	102
referred to in division (E)(1) or (2) of this section, or in	103
defense of any claim, issue, or matter thereinin the action,	104
suit, or proceeding, hethe person shall be indemnified against	105
expenses, including attorney's fees, actually and reasonably	106
incurred by himthe person in connection with the action, suit, or	107
proceeding.	108

(4) Any indemnification under division (E)(1) or (2) of this	109
section, unless ordered by a court, shall be made by the	110
corporation only as authorized in the specific case, upon a	111
determination that indemnification of the director, trustee,	112
officer, employee, member, manager, or agent is proper in the	113
circumstances because hethe person has met the applicable	114
standard of conduct set forth in division (E)(1) or (2) of this	115
section. Such determination shall be made as follows:	116

(a) By a majority vote of a quorum consisting of directors of	117
the indemnifying corporation who were not and are not parties to	118
or threatened with the action, suit, or proceeding referred to in	119
division (E)(1) or (2) of this section;	120

(b) If the quorum described in division (E)(4)(a) of this	121
section is not obtainable or if a majority vote of a quorum of	122
disinterested directors so directs, in a written opinion by	123
independent legal counsel other than an attorney, or a firm having	124
associated with it an attorney, who has been retained by or who	125
has performed services for the corporation or any person to be	126
indemnified within the past five years;	127

(c) By the shareholders;

128

(d) By the court of common pleas or the court in which the	129
action, suit, or proceeding referred to in division (E)(1) or (2)	130
of this section was brought.	131

Any determination made by the disinterested directors under	132
division (E)(4)(a) or by independent legal counsel under division	133
(E)(4)(b) of this section shall be promptly communicated to the	134
person who threatened or brought the action or suit by or in the	135
right of the corporation under division (E)(2) of this section,	136
and, within ten days after receipt of suchthat notification, such	137
the person shall have the right to petition the court of common	138
pleas or the court in which suchthe action or suit was brought to	139
review the reasonableness of suchthat determination.	140

(5)(a) Unless at the time of a director's act or omission	141
that is the subject of an action, suit, or proceeding referred to	142
in division (E)(1) or (2) of this section, the articles or the	143
regulations of a corporation state, by specific reference to this	144
division, that the provisions of this division do not apply to the	145
corporation and unless the only liability asserted against a	146
director in an action, suit, or proceeding referred to in division	147
(E)(1) or (2) of this section is pursuant to section 1701.95 of	148
the Revised Code, expenses, including attorney's fees, incurred by	149
a director in defending the action, suit, or proceeding shall be	150
paid by the corporation as they are incurred, in advance of the	151
final disposition of the action, suit, or proceeding, upon receipt	152
of an undertaking by or on behalf of the director in which hethe	153
director agrees to do both of the following:	154

(i) Repay suchthat amount if it is proved by clear and	155
convincing evidence in a court of competent jurisdiction that his	156
the director's action or failure to act involved an act or	157
omission undertaken with deliberate intent to cause injury to the	158
corporation or undertaken with reckless disregard for the best	159
interests of the corporation;	160

(ii) Reasonably cooperate with the corporation concerning the	161
action, suit, or proceeding.	162

(b) Expenses, including attorney's fees, incurred by a	163
director, trustee, officer, employee, member, manager, or agent in	164
defending any action, suit, or proceeding referred to in division	165
(E)(1) or (2) of this section, may be paid by the corporation as	166
they are incurred, in advance of the final disposition of the	167
action, suit, or proceeding, as authorized by the directors in the	168
specific case, upon receipt of an undertaking by or on behalf of	169
the director, trustee, officer, employee, member, manager, or	170
agent to repay suchthat amount, if it ultimately is determined	171
that hethe person is not entitled to be indemnified by the	172
corporation.	173

(6) The indemnification or advancement of expenses authorized	174
by this section shall not be exclusive of, and shall be in	175
addition to, any other rights granted to those seeking	176
indemnification or advancement of expenses under the articles, the	177
regulations, any agreement, a vote of shareholders or	178
disinterested directors, or otherwise, both as to action in their	179
official capacities and as to action in another capacity while	180
holding their offices or positions, and shall continue as to a	181
person who has ceased to be a director, trustee, officer,	182
employee, member, manager, or agent and shall inure to the benefit	183
of the heirs, executors, and administrators of such athat person.	184
A right to indemnification or to advancement of expenses arising	185
under a provision of the articles or the regulations shall not be	186
eliminated or impaired by an amendment to that provision after the	187
occurrence of the act or omission that becomes the subject of the	188
civil, criminal, administrative, or investigative action, suit, or	189
proceeding for which the indemnification or advancement of	190
expenses is sought, unless the provision in effect at the time of	191
that act or omission explicitly authorizes that elimination or	192
impairment after the act or omission has occurred.	193

(7) A corporation may purchase and maintain insurance or	194
furnish similar protection, including, but not limited to, trust	195
funds, letters of credit, or self-insurance, on behalf of or for	196
any person who is or was a director, officer, employee, or agent	197
of the corporation, or is or was serving at the request of the	198
corporation as a director, trustee, officer, employee, member,	199
manager, or agent of another corporation, domestic or foreign,	200
nonprofit or for profit, a limited liability company, or a	201
partnership, joint venture, trust, or other enterprise, against	202
any liability asserted against himthe person and incurred by him	203
the person in any such capacity, or arising out of histhe	204
person's status as such, whether or not the corporation would have	205
the power to indemnify himthe person against suchthat liability	206
under this section. Insurance may be purchased from or maintained	207
with a person in which the corporation has a financial interest.	208

(8) The authority of a corporation to indemnify persons	209
pursuant to division (E)(1) or (2) of this section does not limit	210
the payment of expenses as they are incurred, indemnification,	211
insurance, or other protection that may be provided pursuant to	212
divisions (E)(5), (6), and (7) of this section. Divisions (E)(1)	213
and (2) of this section do not create any obligation to repay or	214
return payments made by the corporation pursuant to division	215
(E)(5), (6), or (7).	216

(9) As used in division (E) of this section, "corporation"	217
includes all constituent entities in a consolidation or merger and	218
the new or surviving corporation, so that any person who is or was	219
a director, officer, employee, trustee, member, manager, or agent	220
of such a constituent entity, or is or was serving at the request	221
of such constituent entity as a director, trustee, officer,	222
employee, member, manager, or agent of another corporation,	223
domestic or foreign, nonprofit or for profit, a limited liability	224
company, or a partnership, joint venture, trust, or other	225
enterprise, shall stand in the same position under this section	226
with respect to the new or surviving corporation as hethe person	227
would if hethe person had served the new or surviving corporation	228
in the same capacity.	229

(F) In carrying out the purposes stated in its articles and	230
subject to limitations prescribed by law or in its articles, a	231
corporation may:	232

(1) Purchase or otherwise acquire, lease as lessee, invest	233
in, hold, use, lease as lessor, encumber, sell, exchange,	234
transfer, and dispose of property of any description or any	235
interest in such property;	236

(2) Make contracts;

237

(3) Form or acquire the control of other corporations,	238
domestic or foreign, whether nonprofit or for profit;	239

(4) Be a partner, member, associate, or participant in other	240
enterprises or ventures, whether profit or nonprofit;	241

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

242

(6) Borrow money, and issue, sell, and pledge its notes,	243
bonds, and other evidences of indebtedness, and secure any of its	244
obligations by mortgage, pledge, or deed of trust of all or any of	245
its property, and guarantee or secure obligations of any person;	246

(7) Resist a change or potential change in control of the	247
corporation if the directors by a majority vote of a quorum	248
determine that the change or potential change is opposed to or not	249
in the best interests of the corporation:	250

(a) Upon consideration of the interests of the corporation's	251
shareholders and any of the matters set forth in division (E)(F)	252
of section 1701.59 of the Revised Code; or	253

(b) Because the amount or nature of the indebtedness and	254
other obligations to which the corporation or any successor or the	255
property of either may become subject in connection with the	256
change or potential change in control provides reasonable grounds	257
to believe that, within a reasonable period of time, any of the	258
following would apply:	259

(i) The assets of the corporation or any successor would be	260
or become less than its liabilities plus its stated capital, if	261
any;	262

(ii) The corporation or any successor would be or become	263
insolvent;	264

(iii) Any voluntary or involuntary proceeding under the	265
federal bankruptcy laws concerning the corporation or any	266
successor would be commenced by any person.	267

(8) Do all things permitted by law and exercise all authority	268
within the purposes stated in its articles or incidental to its	269
articles.	270

(G) Irrespective of the purposes stated in its articles, but	271
subject to limitations stated in its articles, a corporation, in	272
addition to the authority conferred by division (F) of this	273
section, may invest its funds not currently needed in its business	274
in any shares or other securities, to such extent that as a result	275
of the investment the corporation shall not acquire control of	276
another corporation, business, or undertaking the activities and	277
operations of which are not incidental to the purposes stated in	278
its articles.	279

(H) No lack of, or limitation upon, the authority of a	280
corporation shall be asserted in any action except (1) by the	281
state in an action by it against the corporation, (2) by or on	282
behalf of the corporation against a director, an officer, or any	283
shareholder as such, (3) by a shareholder as such or by or on	284
behalf of the holders of shares of any class against the	285
corporation, a director, an officer, or any shareholder as such,	286
or (4) in an action involving an alleged overissue of shares. This	287
division shall apply to any action brought in this state upon any	288
contract made in this state by a foreign corporation.	289

Sec. 1701.56.  (A) Except as provided in division (B) of this	290
section and section 1701.911 of the Revised Code:	291

(1) The number of directors asmay be fixed by the articles	292
or the regulations shall be not less than three or, if not so	293
fixed, shall be three, provided that where all shares of a	294
corporation are owned of record by one or two shareholders, the	295
number of directors may be less than three but not less than the	296
number of shareholders, but the number so fixed shall not be less	297
than one.	298

(2) Unless the articles or the regulations fix the number of	299
directors or provide the manner in which such number may be fixed	300
or changed by the shareholders, the number may be fixed or changed	301
to a number not less than one at a meeting of the shareholders	302
called for the purpose of electing directors at which a quorum is	303
present, by the affirmative vote of the holders of a majority of	304
the shares which are represented at the meeting and entitled to	305
vote on the proposal. In addition to the authority of the	306
shareholders to fix or change the number of directors and the	307
manner in which such number may be fixed or changed, the articles	308
or the regulations may authorize the directors to change the	309
number of directors, may specify the manner in which the directors	310
are to change the number of directors and limitations upon the	311
directors use of this authority, and may authorize the directors	312
who are in office to fill any director's office that is created by	313
an increase in the number of directors. No reduction in the number	314
of directors shall of itself have the effect of shortening the	315
term of any incumbent director.	316

(3) The directors shall be natural persons of at least	317
eighteen years of age and shall have such qualifications, if any,	318
as are stated in the articles or the regulations.	319

(B) The court of common pleas of the county in which a	320
corporation maintains its principal office may, pursuant to	321
division (A) of section 1701.911 of the Revised Code, order the	322
appointment of a provisional director for the corporation without	323
regard to the number or qualifications of directors stated in the	324
articles or regulations of the corporation.	325

Sec. 1701.59.  (A) Except where the law, the articles, or the	326
regulations require action to be authorized or taken by	327
shareholders, all of the authority of a corporation shall be	328
exercised by or under the direction of its directors. For their	329
own government, the directors may adopt bylaws that are not	330
inconsistent with the articles or the regulations. The selection	331
of a time frame for the achievement of corporate goals shall be	332
the responsibility of the directors.	333

(B) A director shall perform the director's duties as a	334
director, including the duties as a member of any committee of the	335
directors upon which the director may serve, in good faith, in a	336
manner the director reasonably believes to be in or not opposed to	337
the best interests of the corporation, and with the care that an	338
ordinarily prudent person in a like position would use under	339
similar circumstances. InA director serving on a committee of	340
directors is acting as a director.	341

(C) In performing a director's duties, a director is entitled	342
to rely on information, opinions, reports, or statements,	343
including financial statements and other financial data, that are	344
prepared or presented by any of the following:	345

(1) One or more directors, officers, or employees of the	346
corporation who the director reasonably believes are reliable and	347
competent in the matters prepared or presented;	348

(2) Counsel, public accountants, or other persons as to	349
matters that the director reasonably believes are within the	350
person's professional or expert competence;	351

(3) A committee of the directors upon which the director does	352
not serve, duly established in accordance with a provision of the	353
articles or the regulations, as to matters within its designated	354
authority, which committee the director reasonably believes to	355
merit confidence.	356

(C)(D) For purposes of division (B) of this section, the	357
following apply:	358

(1) A director shall not be found to have violated the	359
director's duties under division (B) of this section unless it is	360
proved by clear and convincing evidence that the director has not	361
acted in good faith, in a manner the director reasonably believes	362
to be in or not opposed to the best interests of the corporation,	363
or with the care that an ordinarily prudent person in a like	364
position would use under similar circumstances, in any action	365
brought against a director, including actions involving or	366
affecting any of the following:	367

(a) A change or potential change in control of the	368
corporation, including a determination to resist a change or	369
potential change in control made pursuant to division (F)(7) of	370
section 1701.13 of the Revised Code;	371

(b) A termination or potential termination of the director's	372
service to the corporation as a director;	373

(c) The director's service in any other position or	374
relationship with the corporation.	375

(2) A director shall not be considered to be acting in good	376
faith if the director has knowledge concerning the matter in	377
question that would cause reliance on information, opinions,	378
reports, or statements that are prepared or presented by the	379
persons described in divisions (B)(C)(1) to (3) of this section to	380
be unwarranted.	381

(3) Nothing contained in this division limits relief	382
available under section 1701.60 of the Revised Code.	383

(D)(E) A director shall be liable in damages for any action	384
that the director takes or fails to take as a director only if it	385
is proved by clear and convincing evidence in a court of competent	386
jurisdiction that the director's action or failure to act involved	387
an act or omission undertaken with deliberate intent to cause	388
injury to the corporation or undertaken with reckless disregard	389
for the best interests of the corporation. Nothing contained in	390
this division affects the liability of directors under section	391
1701.95 of the Revised Code or limits relief available under	392
section 1701.60 of the Revised Code. This division does not apply	393
if, and only to the extent that, at the time of a director's act	394
or omission that is the subject of complaint, the articles or the	395
regulations of the corporation state by specific reference to this	396
division that the provisions of this division do not apply to the	397
corporation.	398

(E)(F) For purposes of this section, a director, in	399
determining what the director reasonably believes to be in the	400
best interests of the corporation, shall consider the interests of	401
the corporation's shareholders and, in the director's discretion,	402
may consider any of the following:	403

(1) The interests of the corporation's employees, suppliers,	404
creditors, and customers;	405

(2) The economy of the state and nation;

406

(3) Community and societal considerations;

407

(4) The long-term as well as short-term interests of the	408
corporation and its shareholders, including the possibility that	409
these interests may be best served by the continued independence	410
of the corporation.	411

(F)(G) Nothing contained in division (C)(D) or (D)(E) of this	412
section affects the duties of either of the following:	413

(1) A director who acts in any capacity other than the	414
director's capacity as a director;	415

(2) A director of a corporation that does not have issued and	416
outstanding shares that are listed on a national securities	417
exchange or are regularly quoted in an over-the-counter market by	418
one or more members of a national or affiliated securities	419
association, who votes for or assents to any action taken by the	420
directors of the corporation that, in connection with a change in	421
control of the corporation, directly results in the holder or	422
holders of a majority of the outstanding shares of the corporation	423
receiving a greater consideration for their shares than other	424
shareholders.	425

Sec. 1701.66.  (A) A mortgage of property of any description,	426
or any interest thereinin the property, made (1) by a corporation	427
whichthat is a railroad or a public utility as defined by	428
sections 4907.02, 4905.02, and 4905.03 of the Revised Code; or (2)	429
by a corporation, domestic or foreign, organized for the purpose	430
of constructing, acquiring, owning, or operating a railroad or	431
public utility, as so defined, or any part thereofof a railroad	432
or public utility, or, as a common carrier, a trolley bus system,	433
in whole or in part in this state; or (3) by a municipal	434
corporation pursuant to Section 12 of Article XVIII, Ohio	435
Constitution; or (4) by the state, a county, or a municipal	436
corporation, pursuant to Chapter 165. of the Revised Code, or a	437
port authority pursuant to section 4582.06 or 4582.31 of the	438
Revised Code; or (5) by an electric cooperative as defined by	439
section 4928.01 of the Revised Code, shall be recorded in the	440
office of the county recorder of each county in this state in	441
which any of saidthat property is situated or employed; but.	442
However, a mortgage by such mortgagor whichthat includes rolling	443
stock or movable equipment such as cars, locomotives, or trolley	444
buses, motor buses, or other vehicles, or machines for aerial	445
transportation, may be filed in the office of the secretary of	446
state, and when so filed shall have the same effect, as to the	447
lien created therebyby the mortgage on suchthat rolling stock,	448
movable equipment, or machines, as though filed in the office of	449
the recorder of each such county in which suchthe rolling stock,	450
movable equipment, or machines are situated or employed. In lieu	451
of filing an original of saidthe mortgage described in this	452
division, a true copy thereofof the mortgage, with an affidavit	453
by the mortgagor, the mortgagee, or an agent of either that it is	454
a true copy, may be filed.	455

(B) Any such mortgage described in division (A) of this	456
section shall be a lien on the property therein described in the	457
mortgage from the respective times of the filing of suchthe	458
mortgage for record with the recorders of saidthe appropriate	459
counties; but any such mortgage covering such rolling stock,	460
movable equipment, or machines described in division (A) of this	461
section shall be a lien thereonon that stock or equipment or	462
those machines from the time of the filing of suchthe mortgage,	463
or a true copy thereofof the mortgage, with the secretary of	464
state.	465

(C) If any mortgage by its terms creates a lien upon any	466
property, whichthat may thereafter be acquired by the mortgagor,	467
it shall be a lien upon all the interest of the mortgagor in such	468
that after-acquired property from the date of its acquisition, if	469
suchthe mortgage was or is recorded or filed as provided in this	470
section.	471

(D) The secretary of state shall charge and collect, for	472
every such mortgage or true copy thereofof the mortgage filed in	473
the secretary of state's office under this section, a fee of ten	474
dollars and, for each page in excess of twenty-five pages an	475
additional fee of one dollar. The secretary of state shall endorse	476
on the mortgage or true copy the time of its filing and shall keep	477
a record of the filing in a book to be kept for saidthat purpose,	478
giving the names of all parties to the mortgage, alphabetically	479
arranged, the date of the mortgage, and the time of its filing.	480
The mortgage or true copy and the record of its filing shall be	481
open to public inspection. When the mortgage is canceled, the date	482
of cancellation shall be entered on the margin of the record	483
thereofof the mortgage.	484

(E) Mortgages of the character described in this section need	485
not be otherwise filed or refiled as security interests under	486
Chapter 1309. of the Revised Code.	487

(F) Nothing contained in this section shall make inapplicable	488
the provisions of Chapters 4505. to 4519. of the Revised Code,	489
relating to motor vehicles.	490

Sec. 1701.74.  (A) If an amendment does any of the following,	491
then shareholders are entitled to relief to the extent provided in	492
division (B) of this section:	493

(1) Changes issued shares of a particular class that have	494
preference in dividends or distributions or on liquidation over	495
shares of any other class into shares of any other class, or	496
changes any of the express terms of issued shares of such	497
particular class, and the holders of the shares of such particular	498
class are substantially prejudiced thereby and the articles do not	499
expressly or by implication provide for or permit such amendment;	500

(2) Changes the express terms of issued shares of a	501
particular class that have preference in dividends or	502
distributions or on liquidation over shares of any other class, in	503
such manner as to discharge without payment of, or to adjust or	504
eliminate rights to, accrued undeclared cumulative dividends or	505
distributions on the shares of any such class;	506

(3) Changes substantially the purposes of the corporation or	507
provides that thereafter an amendment to change substantially the	508
purposes of the corporation may be adopted;	509

(4) Changes the corporation into a nonprofit corporation.

510

(B) In the cases provided for in divisions (A)(1) and (2) of	511
this section, dissenting holders of shares of such particular	512
class, and, in the cases provided for in divisions (A)(3) and (4)	513
of this section, dissenting holders of shares of any class, shall	514
be entitled to relief under section 1701.85 of the Revised Code,	515
subject to the following exceptions:	516

(1) If the articles of the corporation in effect at the time	517
of the adoption of an amendment that changes substantially the	518
purposes of the corporation expressly provide that such an	519
amendment may be adopted, then dissenting shareholders shall not	520
be entitled to relief under section 1701.85 of the Revised Code	521
with respect to the adoption of such amendment;.	522

(2) Division (A)(3) of this section does not apply to any	523
corporation incorporated after December 31, 1970.	524

(3) No amendment that eliminates or creates cumulative voting	525
rights as permitted by division (B)(10) of section 1701.69 of the	526
Revised Code, entitles any dissenting shareholder to relief under	527
section 1701.85 of the Revised Code with respect to the adoption	528
of such amendment.	529

(4) No relief as a dissenting shareholder shall be available	530
if the shares of the corporation for which the dissenting	531
shareholder would otherwise be entitled to relief are listed on a	532
national securities exchange as of the day immediately preceding	533
the date of the vote and no proceedings have been commenced to	534
delist the shares from the national securities exchange as of the	535
time of the vote or, if division (A)(1) of this section applies	536
and the shares to be received are listed on a national securities	537
exchange and no proceedings are pending to delist the shares, as	538
of the effective time of the amendment.	539

Sec. 1701.76.  (A)(1) Provided the provisions of Chapter	540
1704. of the Revised Code do not prevent the transaction from	541
being effected, a lease, sale, exchange, transfer, or other	542
disposition of all, or substantially all, of the assets, with or	543
without the good will, of a corporation, if not made in the usual	544
and regular course of its business, may be made upon the terms and	545
conditions and for the consideration, that may consist, in whole	546
or in part, of money or other property of any description,	547
including shares or other securities or promissory obligations of	548
any other corporation, domestic or foreign, that may be authorized	549
as follows:	550

(a) By the directors, either before or after authorization by	551
the shareholders as required in this section; and	552

(b) At a meeting of the shareholders held for that purpose,	553
by the affirmative vote of the holders of shares entitling them to	554
exercise two-thirds of the voting power of the corporation on the	555
proposal, or, if the articles so provide or permit, by the	556
affirmative vote of a greater or lesser proportion, but not less	557
than a majority, of the voting power, and by the affirmative vote	558
of the holders of shares of any particular class that is required	559
by the articles.	560

(2) At the shareholder meeting described in division	561
(A)(1)(b) of this section or at any subsequent shareholder	562
meeting, shareholders, by the same vote that is required to	563
authorize the lease, sale, exchange, transfer, or other	564
disposition of all, or substantially all, of the assets, with or	565
without the good will, of the corporation, may grant authority to	566
the directors to establish or amend any of the terms and	567
conditions of the transaction, except that the shareholders shall	568
not authorize the directors to do any of the following:	569

(a) Alter or change the amount or kind of shares, securities,	570
money, property, or rights to be received in exchange for the	571
assets;	572

(b) Alter or change to any material extent the amount or kind	573
of liabilities to be assumed in exchange for the assets;	574

(c) Alter or change any other terms and conditions of the	575
transaction if any of the alterations or changes, alone or in the	576
aggregate, would materially adversely affect the shareholders or	577
the corporation.	578

(3) Notice of the meeting of the shareholders described in	579
division (A)(1)(b) of this section shall be given to all	580
shareholders whether or not entitled to vote at the meeting and	581
shall be accompanied by a copy or summary of the terms of the	582
transaction.	583

(B) The corporation by its directors may abandon the	584
transaction under this section, subject to the contract rights of	585
other persons, if the power of abandonment is conferred upon the	586
directors either by the terms of the transaction or by the same	587
vote of shareholders and at the same meeting of shareholders as	588
that referred to in division (A)(1)(b) of this section or at any	589
subsequent meeting.	590

(C) Dissenting holders of shares of any class, whether or not	591
entitled to vote, shall be entitled to relief under section	592
1701.85 of the Revised Code, unless both of the following apply:	593

(1) The shares of the corporation for which the dissenting	594
shareholder would otherwise be entitled to relief are listed on a	595
national securities exchange as of the day immediately preceding	596
the date of the vote described in division (A)(1)(b) of this	597
section.	598

(2) The consideration to be received by the shareholders	599
consists of shares or shares and cash in lieu of fractional shares	600
that, immediately following the time of the vote described in	601
division (A)(1)(b) of this section, are listed on a national	602
securities exchange, and no proceedings are pending to delist the	603
shares from the national securities exchange as of the time of the	604
vote.	605

(D) An action to set aside a conveyance by a corporation, on	606
the ground that any section of the Revised Code applicable to the	607
lease, sale, exchange, transfer, or other disposition of all, or	608
substantially all, of the assets of that corporation has not been	609
complied with, shall be brought within ninety days after that	610
transaction, or the action shall be forever barred.	611

(E) If a resolution of dissolution is adopted pursuant to	612
section 1701.86 of the Revised Code, the directors may dispose of	613
all, or substantially all, of the corporation's assets without the	614
necessity of a shareholders' authorization under this section.	615

(F) The terms and conditions of any transaction under this	616
section shall be subject to the limitations specified in section	617
2307.97 of the Revised Code.	618

(G) This section does not apply to the distribution, pursuant	619
to section 1701.33 of the Revised Code, to the shareholders of an	620
issuing public corporation of shares owned by the issuing public	621
corporation in one or more of its domestic or foreign subsidiary	622
corporations, unless either of the following applies:	623

(1) The former subsidiary is a party to one or more	624
agreements pursuant to which it is obligated to engage in an	625
additional transaction that, if the transaction were authorized	626
after the time at which the distribution becomes effective, would	627
require the approval of its shareholders.	628

(2) Immediately prior to the time at which the distribution	629
becomes effective, the issuing public corporation has more than	630
one class of shares outstanding.	631

(H) For purposes of this section only, the assets of a	632
corporation include the assets of any other entity that is wholly	633
owned, directly or indirectly, by the corporation. Unless	634
otherwise provided in the articles, this section does not apply to	635
any lease, sale, exchange, transfer, or other disposition of all,	636
or substantially all, of the assets of a corporation to any entity	637
that is wholly owned, directly or indirectly, by the corporation.	638

Sec. 1701.84. The(A) Except as provided in division (B) of	639
this section, the following are entitled to relief as dissenting	640
shareholders under section 1701.85 of the Revised Code:	641

(A)(1) Shareholders of a domestic corporation that is being	642
merged or consolidated into a surviving or new entity, domestic or	643
foreign, pursuant to section 1701.78, 1701.781, 1701.79, 1701.791,	644
or 1701.801 of the Revised Code;	645

(B)(2) In the case of a merger into a domestic corporation,	646
shareholders of the surviving corporation who under section	647
1701.78 or 1701.781 of the Revised Code are entitled to vote on	648
the adoption of an agreement of merger, but only as to the shares	649
so entitling them to vote;	650

(C)(3) Shareholders, other than the parent corporation, of a	651
domestic subsidiary corporation that is being merged into the	652
domestic or foreign parent corporation pursuant to section 1701.80	653
of the Revised Code;	654

(D)(4) In the case of a combination or a majority share	655
acquisition, shareholders of the acquiring corporation who under	656
section 1701.83 of the Revised Code are entitled to vote on such	657
transaction, but only as to the shares so entitling them to vote;	658

(E)(5) Shareholders of a domestic subsidiary corporation into	659
which one or more domestic or foreign corporations are being	660
merged pursuant to section 1701.801 of the Revised Code;	661

(F)(6) Shareholders of a domestic corporation that is being	662
converted pursuant to section 1701.792 of the Revised Code.	663

(B) All of the following shareholders shall not be entitled	664
to relief as dissenting shareholders under section 1701.85 of the	665
Revised Code:	666

(1) Shareholders described in division (A)(1) or (6) of this	667
section, if both of the following apply:	668

(a) The shares of the corporation for which the dissenting	669
shareholder would otherwise be entitled to relief under division	670
(A)(1) or (6) of this section are listed on a national securities	671
exchange as of the day immediately preceding the date on which the	672
vote on the proposal is taken at the meeting of the shareholders.	673

(b) The consideration to be received by the shareholders	674
consists of shares or shares and cash in lieu of fractional shares	675
that, immediately following the effective time of a merger,	676
consolidation, or conversion, as applicable, are listed on a	677
national securities exchange and for which no proceedings are	678
pending to delist the shares from the national securities exchange	679
as of the effective time of the merger, consolidation, or	680
conversion.	681

(2) Shareholders described in division (A)(2) of this	682
section, if the shares so entitling them to vote are listed on a	683
national securities exchange both as of the day immediately	684
preceding the date on which the vote on the proposal is taken at	685
the meeting of the shareholders and immediately following the	686
effective time of the merger and there are no proceedings pending	687
to delist the shares from the national securities exchange as of	688
the effective time of the merger;	689

(3) The shareholders described in division (A)(4) of this	690
section, if the shares so entitling them to vote are listed on a	691
national securities exchange both as of the day immediately	692
preceding the date on which the vote on the proposal is taken at	693
the meeting of the shareholders and immediately following the	694
effective time of the combination or majority share acquisition,	695
and there are no proceedings pending to delist the shares from the	696
national securities exchange as of the effective time of the	697
combination or majority share acquisition.	698

Sec. 1701.85.  (A)(1) A shareholder of a domestic corporation	699
is entitled to relief as a dissenting shareholder in respect of	700
the proposals described in sections 1701.74, 1701.76, and 1701.84	701
of the Revised Code, only in compliance with this section.	702

(2) If the proposal must be submitted to the shareholders of	703
the corporation involved, the dissenting shareholder shall be a	704
record holder of the shares of the corporation as to which the	705
dissenting shareholder seeks relief as of the date fixed for the	706
determination of shareholders entitled to notice of a meeting of	707
the shareholders at which the proposal is to be submitted, and	708
such shares shall not have been voted in favor of the proposal.	709
Not	710

(3) Not later than twenty days before the date of the meeting	711
at which the proposal will be submitted to the shareholders, the	712
corporation may notify the corporation's shareholders that relief	713
under this section is available. The notice shall include or be	714
accompanied by all of the following:	715

(a) A copy of this section;

716

(b) A statement that the proposal can give rise to rights	717
under this section if the proposal is approved by the required	718
vote of the shareholders;	719

(c) A statement that the shareholder will be eligible as a	720
dissenting shareholder under this section only if the shareholder	721
delivers to the corporation a written demand with the information	722
provided for in division (A)(4) of this section before the vote on	723
the proposal will be taken at the meeting of the shareholders and	724
the shareholder does not vote in favor of the proposal.	725

(4) If the corporation delivers notice to its shareholders as	726
provided in division (A)(3) of this section, a shareholder	727
electing to be eligible as a dissenting shareholder under this	728
section shall deliver to the corporation before the vote on the	729
proposal is taken a written demand for payment of the fair cash	730
value of the shares as to which the shareholder seeks relief. The	731
demand for payment shall include the shareholder's address, the	732
number and class of such shares, and the amount claimed by the	733
shareholder as the fair cash value of the shares.	734

(5) If the corporation does not notify the corporation's	735
shareholders pursuant to division (A)(3) of this section, not	736
later than ten days after the date on which the vote on the	737
proposal was taken at the meeting of the shareholders, the	738
dissenting shareholder shall deliver to the corporation a written	739
demand for payment to the dissenting shareholder of the fair cash	740
value of the shares as to which the dissenting shareholder seeks	741
relief, which demand shall state the dissenting shareholder's	742
address, the number and class of such shares, and the amount	743
claimed by the dissenting shareholder as the fair cash value of	744
the shares.	745

(3)(6) If a signatory, designated and approved by the	746
dissenting shareholder, executes the demand, then at any time	747
after receiving the demand, the corporation may make a written	748
request that the dissenting shareholder provide evidence of the	749
signatory's authority. The shareholder shall provide the evidence	750
within a reasonable time but not sooner than twenty days after the	751
dissenting shareholder has received the corporation's written	752
request for evidence.	753

(7) The dissenting shareholder entitled to relief under	754
division (C)(A)(3) of section 1701.84 of the Revised Code in the	755
case of a merger pursuant to section 1701.80 of the Revised Code	756
and a dissenting shareholder entitled to relief under division	757
(E)(A)(5) of section 1701.84 of the Revised Code in the case of a	758
merger pursuant to section 1701.801 of the Revised Code shall be a	759
record holder of the shares of the corporation as to which the	760
dissenting shareholder seeks relief as of the date on which the	761
agreement of merger was adopted by the directors of that	762
corporation. Within twenty days after the dissenting shareholder	763
has been sent the notice provided in section 1701.80 or 1701.801	764
of the Revised Code, the dissenting shareholder shall deliver to	765
the corporation a written demand for payment with the same	766
information as that provided for in division (A)(2)(4) of this	767
section.	768

(4)(8) In the case of a merger or consolidation, a demand	769
served on the constituent corporation involved constitutes service	770
on the surviving or the new entity, whether the demand is served	771
before, on, or after the effective date of the merger or	772
consolidation. In the case of a conversion, a demand served on the	773
converting corporation constitutes service on the converted	774
entity, whether the demand is served before, on, or after the	775
effective date of the conversion.	776

(5)(9) If the corporation sends to the dissenting	777
shareholder, at the address specified in the dissenting	778
shareholder's demand, a request for the certificates representing	779
the shares as to which the dissenting shareholder seeks relief,	780
the dissenting shareholder, within fifteen days from the date of	781
the sending of such request, shall deliver to the corporation the	782
certificates requested so that the corporation may endorse on them	783
a legend to the effect that demand for the fair cash value of such	784
shares has been made. The corporation promptly shall return the	785
endorsed certificates to the dissenting shareholder. A dissenting	786
shareholder's failure to deliver the certificates terminates the	787
dissenting shareholder's rights as a dissenting shareholder, at	788
the option of the corporation, exercised by written notice sent to	789
the dissenting shareholder within twenty days after the lapse of	790
the fifteen-day period, unless a court for good cause shown	791
otherwise directs. If shares represented by a certificate on which	792
such a legend has been endorsed are transferred, each new	793
certificate issued for them shall bear a similar legend, together	794
with the name of the original dissenting holder of the shares.	795
Upon receiving a demand for payment from a dissenting shareholder	796
who is the record holder of uncertificated securities, the	797
corporation shall make an appropriate notation of the demand for	798
payment in its shareholder records. If uncertificated shares for	799
which payment has been demanded are to be transferred, any new	800
certificate issued for the shares shall bear the legend required	801
for certificated securities as provided in this paragraph. A	802
transferee of the shares so endorsed, or of uncertificated	803
securities where such notation has been made, acquires only the	804
rights in the corporation as the original dissenting holder of	805
such shares had immediately after the service of a demand for	806
payment of the fair cash value of the shares. A request under this	807
paragraph by the corporation is not an admission by the	808
corporation that the shareholder is entitled to relief under this	809
section.	810

(B) Unless the corporation and the dissenting shareholder	811
have come to an agreement on the fair cash value per share of the	812
shares as to which the dissenting shareholder seeks relief, the	813
dissenting shareholder or the corporation, which in case of a	814
merger or consolidation may be the surviving or new entity, or in	815
the case of a conversion may be the converted entity, within three	816
months after the service of the demand by the dissenting	817
shareholder, may file a complaint in the court of common pleas of	818
the county in which the principal office of the corporation that	819
issued the shares is located or was located when the proposal was	820
adopted by the shareholders of the corporation, or, if the	821
proposal was not required to be submitted to the shareholders, was	822
approved by the directors. Other dissenting shareholders, within	823
that three-month period, may join as plaintiffs or may be joined	824
as defendants in any such proceeding, and any two or more such	825
proceedings may be consolidated. The complaint shall contain a	826
brief statement of the facts, including the vote and the facts	827
entitling the dissenting shareholder to the relief demanded. No	828
answer to a complaint is required. Upon the filing of a complaint,	829
the court, on motion of the petitioner, shall enter an order	830
fixing a date for a hearing on the complaint and requiring that a	831
copy of the complaint and a notice of the filing and of the date	832
for hearing be given to the respondent or defendant in the manner	833
in which summons is required to be served or substituted service	834
is required to be made in other cases. On the day fixed for the	835
hearing on the complaint or any adjournment of it, the court shall	836
determine from the complaint and from evidence submitted by either	837
party whether the dissenting shareholder is entitled to be paid	838
the fair cash value of any shares and, if so, the number and class	839
of such shares. If the court finds that the dissenting shareholder	840
is so entitled, the court may appoint one or more persons as	841
appraisers to receive evidence and to recommend a decision on the	842
amount of the fair cash value. The appraisers have power and	843
authority specified in the order of their appointment. The court	844
thereupon shall make a finding as to the fair cash value of a	845
share and shall render judgment against the corporation for the	846
payment of it, with interest at a rate and from a date as the	847
court considers equitable. The costs of the proceeding, including	848
reasonable compensation to the appraisers to be fixed by the	849
court, shall be assessed or apportioned as the court considers	850
equitable. The proceeding is a special proceeding and final orders	851
in it may be vacated, modified, or reversed on appeal pursuant to	852
the Rules of Appellate Procedure and, to the extent not in	853
conflict with those rules, Chapter 2505. of the Revised Code. If,	854
during the pendency of any proceeding instituted under this	855
section, a suit or proceeding is or has been instituted to enjoin	856
or otherwise to prevent the carrying out of the action as to which	857
the shareholder has dissented, the proceeding instituted under	858
this section shall be stayed until the final determination of the	859
other suit or proceeding. Unless any provision in division (D) of	860
this section is applicable, the fair cash value of the shares that	861
is agreed upon by the parties or fixed under this section shall be	862
paid within thirty days after the date of final determination of	863
such value under this division, the effective date of the	864
amendment to the articles, or the consummation of the other action	865
involved, whichever occurs last. Upon the occurrence of the last	866
such event, payment shall be made immediately to a holder of	867
uncertificated securities entitled to payment. In the case of	868
holders of shares represented by certificates, payment shall be	869
made only upon and simultaneously with the surrender to the	870
corporation of the certificates representing the shares for which	871
the payment is made.	872

(C)(1) If the proposal was required to be submitted to the	873
shareholders of the corporation, fair cash value as to those	874
shareholders shall be determined as of the day prior to the day on	875
which the vote by the shareholders was taken and, in the case of a	876
merger pursuant to section 1701.80 or 1701.801 of the Revised	877
Code, fair cash value as to shareholders of a constituent	878
subsidiary corporation shall be determined as of the day before	879
the adoption of the agreement of merger by the directors of the	880
particular subsidiary corporation. The fair cash value of a share	881
for the purposes of this section is the amount that a willing	882
seller who is under no compulsion to sell would be willing to	883
accept and that a willing buyer who is under no compulsion to	884
purchase would be willing to pay, but in no event shall the fair	885
cash value of a share exceed the amount specified in the demand of	886
the particular shareholder. In computing fair cash value, anyboth	887
of the following shall be excluded:	888

(a) Any appreciation or depreciation in market value	889
resulting from the proposal submitted to the directors or to the	890
shareholders shall be excluded;	891

(b) Any premium associated with control of the corporation,	892
or any discount for lack of marketability or minority status.	893

(2) For the purposes of this section, the fair cash value of	894
a share that was listed on a national securities exchange at any	895
of the following times shall be the closing sale price on the	896
national securities exchange as of the applicable date provided in	897
division (C)(1) of this section:	898

(a) Immediately before the effective time of a merger or	899
consolidation;	900

(b) Immediately before the filing of an amendment to the	901
articles of incorporation as described in division (A) of section	902
1701.74 of the Revised Code;	903

(c) Immediately before the time of the vote described in	904
division (A)(1)(b) of section 1701.76 of the Revised Code.	905

(D)(1) The right and obligation of a dissenting shareholder	906
to receive fair cash value and to sell such shares as to which the	907
dissenting shareholder seeks relief, and the right and obligation	908
of the corporation to purchase such shares and to pay the fair	909
cash value of them terminates if any of the following applies:	910

(a) The dissenting shareholder has not complied with this	911
section, unless the corporation by its directors waives such	912
failure;	913

(b) The corporation abandons the action involved or is	914
finally enjoined or prevented from carrying it out, or the	915
shareholders rescind their adoption of the action involved;	916

(c) The dissenting shareholder withdraws the dissenting	917
shareholder's demand, with the consent of the corporation by its	918
directors;	919

(d) The corporation and the dissenting shareholder have not	920
come to an agreement as to the fair cash value per share, and	921
neither the shareholder nor the corporation has filed or joined in	922
a complaint under division (B) of this section within the period	923
provided in that division.	924

(2) For purposes of division (D)(1) of this section, if the	925
merger, consolidation, or conversion has become effective and the	926
surviving, new, or converted entity is not a corporation, action	927
required to be taken by the directors of the corporation shall be	928
taken by the partners of a surviving, new, or converted	929
partnership or the comparable representatives of any other	930
surviving, new, or converted entity.	931

(E) From the time of the dissenting shareholder's giving of	932
the demand until either the termination of the rights and	933
obligations arising from it or the purchase of the shares by the	934
corporation, all other rights accruing from such shares, including	935
voting and dividend or distribution rights, are suspended. If	936
during the suspension, any dividend or distribution is paid in	937
money upon shares of such class or any dividend, distribution, or	938
interest is paid in money upon any securities issued in	939
extinguishment of or in substitution for such shares, an amount	940
equal to the dividend, distribution, or interest which, except for	941
the suspension, would have been payable upon such shares or	942
securities, shall be paid to the holder of record as a credit upon	943
the fair cash value of the shares. If the right to receive fair	944
cash value is terminated other than by the purchase of the shares	945
by the corporation, all rights of the holder shall be restored and	946
all distributions which, except for the suspension, would have	947
been made shall be made to the holder of record of the shares at	948
the time of termination.	949

Sec. 1701.86.  (A) A corporation may be dissolved voluntarily	950
in the manner provided in this section, provided the provisions of	951
Chapter 1704. of the Revised Code do not prevent the dissolution	952
from being effected.	953

(B) A resolution of dissolution for a corporation shall set	954
forth:	955

(1) Thatthat the corporation elects to be dissolved;

956

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

957

(1) The date on which the certificate of dissolution is to be	958
filed or the conditions or events that will result in the filing	959
of the certificate;	960

(2) Authorization for the officers or directors to abandon	961
the proposed dissolution before the filing of the certificate of	962
dissolution;	963

(3) Any additional provision considered necessary with	964
respect to the proposed dissolution and winding up.	965

(C) If an initial stated capital is not set forth in the	966
articles then before the corporation begins business, or if an	967
initial stated capital is set forth in the articles then before	968
subscriptions to shares shall have been received in the amount of	969
that initial stated capital, the incorporators or a majority of	970
them may adopt, by a writing signed by each of them, a resolution	971
of dissolution.	972

(D) The directors may adopt a resolution of dissolution in	973
any of the following cases:	974

(1) When the corporation has been adjudged bankrupt or has	975
made a general assignment for the benefit of creditors;	976

(2) By leave of the court, when a receiver has been appointed	977
in a general creditors' suit or in any suit in which the affairs	978
of the corporation are to be wound up;	979

(3) When substantially all of the assets have been sold at	980
judicial sale or otherwise;	981

(4) When the articles have been canceled for failure to file	982
annual franchise or excise tax returns or for failure to pay	983
franchise or excise taxes and the corporation has not been	984
reinstated or does not desire to be reinstated;	985

(5) When the period of existence of the corporation specified	986
in its articles has expired.	987

(E) The shareholders at a meeting held for such purpose may	988
adopt a resolution of dissolution by the affirmative vote of the	989
holders of shares entitling them to exercise two-thirds of the	990
voting power of the corporation on such proposal or, if the	991
articles provide or permit, by the affirmative vote of a greater	992
or lesser proportion, though not less than a majority, of such	993
voting power, and by such affirmative vote of the holders of	994
shares of any particular class as is required by the articles.	995
Notice of the meeting of the shareholders shall be given to all	996
the shareholders whether or not entitled to vote at it.	997

(F) Upon the adoption of a resolution of dissolution, a	998
certificate shall be prepared, on a form prescribed by the	999
secretary of state, setting forth all of the following:	1000

(1) The name of the corporation;

1001

(2) A statement that a resolution of dissolution has been	1002
adopted;	1003

(3) A statement of the manner of adoption of such resolution,	1004
and, in the case of its adoption by the incorporators or	1005
directors, a statement of the basis for such adoption;	1006

(4) The place in this state where its principal office is or	1007
is to be located;	1008

(5) The names and addresses of its directors and officers,	1009
unless the resolution of dissolution is adopted by the	1010
incorporators, in which event the names and addresses of the	1011
incorporators shall be set forth in the certificateinternet	1012
address of each domain name held or maintained by or on behalf of	1013
the corporation;	1014

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

1015

(7) The date of dissolution, if other than the filing date.	1016
The date of dissolution shall not be more than ninety days after	1017
the filing of the certificate of dissolution.	1018

(G) Such certificate shall be signed as follows:

1019

(1) When the resolution of dissolution is adopted by the	1020
incorporators or a majority of them, the certificate shall be	1021
signed by not less than a majority of them;	1022

(2) When the resolution is adopted by the directors or by the	1023
shareholders. In all other cases, the certificate shall be signed	1024
by any authorized officer, unless the officer fails to execute and	1025
file such certificate within thirty days after the adoption of the	1026
resolution or upon any date specified in the resolution as the	1027
date upon which such certificate is to be filed or upon the	1028
expiration of any period specified in the resolution as the period	1029
within which such certificate is to be filed, whichever is latest,	1030
in which. In that latter event, the certificate of dissolution may	1031
be signed by any three shareholders or, if there are less than	1032
three shareholders, all of the shareholders and shall set forth a	1033
statement that the persons signing the certificate are	1034
shareholders and are filing the certificate because of the failure	1035
of the officers to do so.	1036

(H) AExcept as otherwise provided in division (I) of this	1037
section, a certificate of dissolution, filed with the secretary of	1038
state, shall be accompanied by all of the following:	1039

(1) An affidavit of one or more of the persons executing the	1040
certificate of dissolution or of an officer of the corporation	1041
containing a statement of the counties, if any, in this state in	1042
which the corporation has personal property or a statement that	1043
the corporation is of a type required to pay personal property	1044
taxes to state authorities only;	1045

(2) A receipt, certificate, or other evidence from the	1046
department of taxation showing the payment of all franchise,	1047
sales, use, and highway use taxes accruing up to the date of such	1048
filing or, if applicable, to the later date specified in the	1049
certificate of dissolution in accordance with division (F) of this	1050
section, or showing that such payment has been adequately	1051
guaranteed, or an affidavit of one or more of the persons	1052
executing the certificate of dissolution or of an officer of the	1053
corporation containing a statement that the corporation is not	1054
required to pay or the department of taxation has not assessed any	1055
tax for which such a certificate or other evidence is not	1056
provided;	1057

(3) A receipt, certificate, or other evidence showing the	1058
payment of all personal property and commercial activity taxes	1059
accruing up to the date of such filing or, if applicable, to the	1060
later date specified in the certificate of dissolution in	1061
accordance with division (F) of this section, or showing that such	1062
payment has been adequately guaranteed, or an affidavit of one or	1063
more of the persons executing the certificate of dissolution or of	1064
an officer of the corporation containing a statement that the	1065
corporation is not required to pay or the department of taxation	1066
has not assessed any tax for which such a certificate or other	1067
evidence is not provided;	1068

(4) A receipt, certificate, or other evidence from the	1069
director of job and family services showing that all contributions	1070
due from the corporation as an employer have been paid, or that	1071
such payment has been adequately guaranteed, or that the	1072
corporation is not subject to such contributions;	1073

(5) A receipt, certificate, or other evidence from the bureau	1074
of workers' compensation showing that all premiums due from the	1075
corporation as an employer have been paid, or that such payment	1076
has been adequately guaranteed, or that the corporation is not	1077
subject to such premium payments;.	1078

(6)(I) In lieu of the receipt, certificate, or other evidence	1079
described in division (H)(2), (3), (4), or (5) of this section, an	1080
affidavit of one or more persons executing the certificate of	1081
dissolution or of an officer of the corporation containing a	1082
statement of the date upon which the particular department,	1083
agency, or authority was advised in writing of the scheduled	1084
effective date of the dissolution and was advised in writing of	1085
the acknowledgment by the corporation of the applicability of the	1086
provisions of section 1701.95 of the Revised Code.	1087

(I)(J) Upon the filing of a certificate of dissolution and	1088
such accompanying documents or on a later date specified in the	1089
certificate that is not more than ninety days after the filing,	1090
the corporation shall be dissolved.	1091

Sec. 1701.87. Following the filing of the certificate of	1092
dissolution, the directors or the incorporators, as the case may	1093
be, shall forthwith cause a notice of voluntary dissolution to be	1094
published(A) A corporation shall give notice of a dissolution by	1095
certified or registered mail, return receipt requested, to each	1096
known creditor and to each person that has a claim against the	1097
corporation, including claims that are conditional, unmatured, or	1098
contingent upon the occurrence or nonoccurrence of future events.	1099

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

1100

(1) That all claims shall be presented in writing and shall	1101
identify the claimant and contain sufficient information to	1102
reasonably inform the corporation of the substance of the claim;	1103

(2) The mailing address to which the person must send the	1104
claim;	1105

(3) The deadline, which shall be not less than sixty days	1106
after the date the notice is given, by which the corporation must	1107
receive the claim;	1108

(4) That the claim will be barred if the corporation does not	1109
receive the claim by the deadline;	1110

(5) That the corporation may make distributions to other	1111
creditors or claimants, including distributions to shareholders of	1112
the corporation, without further notice to the claimant.	1113

(C) Giving any notice or making any offer under this chapter	1114
shall not revive any claim then barred or constitute	1115
acknowledgment by the corporation that any person to whom the	1116
corporation sent notice under this section is a proper claimant	1117
and shall not operate as a waiver of any defense or counterclaim.	1118

(D) A claim is barred if a claimant that was given written	1119
notice under division (A) of this section does not deliver the	1120
claim to the dissolved corporation by the deadline stated in the	1121
notice.	1122

(E) The corporation shall post the notice described in	1123
division (B) of this section on any web site the corporation	1124
maintains in the corporation's name and shall provide a copy of	1125
the notice to the secretary of state to be posted on the web site	1126
maintained by the secretary of state in accordance with division	1127
(F) of this section.	1128

(F)(1) Except as provided in division (F)(2) of this section,	1129
the secretary of state shall make both of the following available	1130
to the public in a format that is searchable, viewable, and	1131
accessible through the internet:	1132

(a) A list of all domestic corporations that have filed a	1133
certificate of dissolution or have had their articles canceled;	1134

(b) For each dissolved corporation on the list described in	1135
division (F)(1)(a) of this section, a copy of both the certificate	1136
of dissolution and the notice delivered under division (B) of this	1137
section.	1138

(2) After the materials relating to any dissolved or canceled	1139
corporation have been posted for five years, the secretary of	1140
state may remove from the web site the information that the	1141
secretary posted pursuant to division (F)(1) of this section that	1142
relates to that corporation.	1143

(G) If the certificate of dissolution is filed five years or	1144
less after the effective date of this amendment, the corporation	1145
shall publish the notice described in division (B) of this section	1146
at least once a week on the same day of each week for two	1147
successive weeks, in a newspaper published and of general	1148
circulation in the county in which the principal office of the	1149
corporation was to be or is located, and shall forthwith cause	1150
written notice of dissolution to be given either personally or by	1151
mail to all known creditors of, and to all known claimants	1152
against, the dissolved corporation.	1153

Sec. 1701.88.  (A) When a corporation is dissolved	1154
voluntarily, when the articles of a corporation have been	1155
canceled, or when the period of existence of the corporation	1156
specified in its articles has expired, the corporation shall cease	1157
to carry on business and shall do only such acts as are required	1158
to wind up its affairs, or to obtain reinstatement of the articles	1159
in accordance with section 1701.07, 1701.921, 1785.06, or 5733.22	1160
of the Revised Code, or are permitted upon reinstatement by	1161
division (C) of section 1701.922 of the Revised Code, and for such	1162
purposes it shall continue as a corporation for a period of five	1163
years from the dissolution, expiration, or cancellation. A court	1164
acting pursuant to section 1701.89 of the Revised Code may extend	1165
the five-year period allowed under this division.	1166

(B) The voluntary dissolution of a corporation, cancellation	1167
of the articles of a corporation, expiration of the period of	1168
existence of a corporation, appointment of a receiver to wind up	1169
the affairs of the corporation, or other action to dissolve a	1170
corporation under this chapter shall not eliminate or impair any	1171
remedy available to or against the corporation or its directors,	1172
officers, or shareholders for any right or claim existing, or	1173
liability incurred, prior to the dissolution, if either of the	1174
following brings such an action:	1175

(1) The corporation within the time limits otherwise	1176
permitted by law;	1177

(2) Any other person before five years after the date of the	1178
dissolution or within the time limits otherwise required by	1179
section 1701.881 of the Revised Code or any other provision of	1180
law, whichever is less.	1181

(C) Any claim existing or action or proceeding pending by or	1182
against the corporation or which would have accrued against it may	1183
be prosecuted to judgment, with right of appeal as in other cases,	1184
but any proceeding, execution, or process, or the satisfaction or	1185
performance of any order, judgment, or decree, may be stayed as	1186
provided in section 1701.89 of the Revised Code. Any action, suit,	1187
or proceeding begun by or against the corporation within the time	1188
limits established in division (B) of this section shall not	1189
abate, and the corporation shall, solely for the purpose of such	1190
action, suit, or proceeding, be continued as a body corporate	1191
beyond the five-year period and until any judgments, orders, or	1192
decrees are fully executed, without the necessity for any court	1193
order required under division (A) of this section.	1194

(C) Any process, notice, or demand against the corporation	1195
may be served by delivering a copy to an officer, director,	1196
liquidator, or person having charge of its assets or, if no such	1197
person can be found, to the statutory agent.	1198

(D) The directors of the corporation and their survivors or	1199
successors shall act as a board of directors in accordance with	1200
the articles and regulations and bylaws until the affairs of the	1201
corporation are completely wound up. Subject to the orders of	1202
courts of this state having jurisdiction over the corporation	1203
acting pursuant to section 1701.89 of the Revised Code, the	1204
directors shall proceed as speedily as is practicable to a	1205
complete winding up of the affairs of the corporation and, to the	1206
extent necessary or expedient to that end, shall. For that	1207
purpose, the directors may exercise all the authority of the	1208
corporation. Without limiting the generality of such authority,	1209
they may filldo all of the following:	1210

(1) Fill vacancies, elect;

1211

(2) Elect officers, carry;

1212

(3) Appoint agents, liquidators, or other entities or persons	1213
to carry out the winding up of the corporation's business;	1214

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

1215

(5) Make new contracts, borrow;

1216

(6) Borrow money, mortgage;

1217

(7) Mortgage or pledge the property of the corporation as	1218
security, sell;	1219

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

1220

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

1221

(10) Lease real estate for any term, including ninety-nine	1222
years renewable forever, settle;	1223

(11) Settle or compromise claims in favor of or against the	1224
corporation, employ;	1225

(12) Employ one or more persons as liquidators to wind up the	1226
affairs of the corporation with such authority as the directors	1227
see fit to grant, cause;	1228

(13) Cause the title to any of the assets of the corporation	1229
to be conveyed to such liquidators for that purpose, apply;	1230

(14) Apply assets to the payment of obligations, and, after	1231
paying or adequately providing for the payment of all known	1232
obligations of the corporation, distribute;	1233

(15) Distribute the remainder of the assets either in cash or	1234
in kind among the shareholders according to their respective	1235
rights and interests. In addition, they may performafter paying	1236
or adequately providing for the payment of all known obligations	1237
of the corporation under section 1701.882 of the Revised Code and	1238
for claims that have not been made known to the corporation or	1239
that have not arisen but that, based on facts known to the	1240
corporation, are likely to arise or to become known to the	1241
corporation within five years after the date of dissolution or	1242
such longer period of time as the directors or a court acting	1243
under section 1701.89 of the Revised Code may determine, not to	1244
exceed ten years after the date of dissolution;	1245

(16) Perform all other acts necessary or expedient to the	1246
winding up of the affairs of the corporation.	1247

Division (E) of section 1701.76 of the Revised Code applies	1248
to the disposition of a voluntarily dissolved corporation's assets	1249
by its directors.	1250

(E) Without limiting the authority of the directors and	1251
subject to division (E) of section 1701.76 of the Revised Code,	1252
any action within the purview of this section which is authorized	1253
or approved at a meeting held for such purpose by the holders of	1254
shares entitling them to receive two-thirds of the value of the	1255
remaining assets shall be conclusive for all purposes upon all	1256
shareholders of the corporation.	1257

(F) All deeds and other instruments of the corporation shall	1258
be in the name of the corporation and shall be executed,	1259
acknowledged, and delivered by the officers appointed by the	1260
directors.	1261

(G) At any time during the winding up of its affairs, the	1262
corporation by its directors may make application to the court of	1263
common pleas of the county in this state in which the principal	1264
office of the corporation is located to have the winding up	1265
continued under supervision of the court, as provided in section	1266
1701.89 of the Revised Code.	1267

(F) If any property right of a corporation is discovered	1268
after the winding up of the corporation, any member or members of	1269
the board of directors that wound up the affairs of the	1270
corporation, or a receiver appointed by the court, may enforce the	1271
property right, collect and divide the assets discovered among the	1272
persons entitled to those assets, and prosecute actions or	1273
proceedings in the corporate name of the corporation. Any assets	1274
collected under this division shall be distributed and disposed of	1275
in accordance with any applicable court order or, in the absence	1276
of a court order, in accordance with this section.	1277

(G) In the event a receiver is appointed to wind up the	1278
affairs of the corporation, or an action is commenced under	1279
section 1701.91 of the Revised Code to dissolve the corporation,	1280
the five-year period specified in divisions (A) and (B)(2) of this	1281
section shall not commence until:	1282

(1) The effective date of dissolution under division (J) of	1283
section 1701.86 of the Revised Code, if a certificate of	1284
dissolution is filed under that section; or	1285

(2) The date of filing of a certified copy of an order of	1286
dissolution in the office of the secretary of state under division	1287
(D) of section 1701.91 of the Revised Code.	1288

Sec. 1701.881. (A) A corporation that has given notice under	1289
division (A) of section 1701.87 of the Revised Code may reject, in	1290
whole or in part, any matured claim made by a claimant by sending	1291
notice of the rejection by certified or registered mail, return	1292
receipt requested, to the claimant within ninety days after	1293
receipt of the claim and at least thirty days before the	1294
expiration of the five-year period specified in division (A) of	1295
section 1701.88 of the Revised Code. A notice sent pursuant to	1296
this section shall include or be accompanied by a copy of this	1297
division and of section 1701.89 of the Revised Code. A claim	1298
against a corporation is barred if a claimant whose claim is	1299
rejected by the corporation does not commence an action to enforce	1300
the claim within thirty days after the corporation mails the	1301
rejection notice.	1302

(B) A corporation that has given notice under division (A) of	1303
section 1701.87 of the Revised Code may offer security to any	1304
claimant whose claim is contingent, conditional, or unmatured as	1305
the corporation determines is sufficient to provide compensation	1306
to the claimant if the claim matures. The corporation shall send	1307
the corporation's offer to the claimant by certified or registered	1308
mail, return receipt requested, within ninety days after receipt	1309
of the claim and at least thirty days before the expiration of the	1310
five-year period specified in division (A) of section 1701.88 of	1311
the Revised Code. A notice sent pursuant to this section shall	1312
include or be accompanied by a copy of this division and of	1313
section 1701.89 of the Revised Code. If the claimant offered the	1314
security does not deliver to the corporation a written notice	1315
rejecting the offer within thirty days after the corporation mails	1316
the offer for security, the claimant shall be deemed to have	1317
accepted the security as the sole source from which to satisfy	1318
claimant's claim against the corporation.	1319

(C) A corporation that has given notice under division (A) of	1320
section 1701.87 of the Revised Code may file an application with	1321
the court having jurisdiction under section 1701.89 of the Revised	1322
Code for a determination of the amount and form of insurance or	1323
other security that satisfies both of the following requirements:	1324

(1) The insurance or other security will be sufficient to	1325
provide compensation to any claimant who has rejected the offer	1326
for security made pursuant to this section.	1327

(2) The insurance or other security will be reasonably likely	1328
to be sufficient to provide compensation for claims that have not	1329
been made known to the corporation or that have not arisen but	1330
that, based on the facts known to the corporation, are likely to	1331
arise or to become known to the corporation within five years	1332
after the date of dissolution or such longer period of time as the	1333
directors or a court acting under section 1701.89 of the Revised	1334
Code may determine, not to exceed ten years after the date of	1335
dissolution.	1336

Sec. 1701.882. (A) A dissolved corporation shall do all of	1337
the following:	1338

(1) Pay the claims made and not rejected under division (A)	1339
of section 1701.881 of the Revised Code;	1340

(2) Post the security offered and not rejected under division	1341
(B) of section 1701.881 of the Revised Code;	1342

(3) Post security ordered by the court in any proceeding	1343
under division (C) of section 1701.881 of the Revised Code;	1344

(4) Make any payment required by a court acting under section	1345
1701.89 of the Revised Code;	1346

(5) Pay or make provision by insurance or otherwise for all	1347
other claims that are mature, known, and uncontested or that have	1348
been finally determined to be owing by the corporation and any	1349
other claims described in division (C)(2) of section 1701.881 of	1350
the Revised Code.	1351

(B) A corporation shall pay in full any claims and	1352
liabilities or provide for those payments in full by insurance or	1353
otherwise if the corporation has sufficient assets. If the	1354
corporation does not have sufficient assets, a corporation shall	1355
pay claims and liabilities or provide for those payments by	1356
insurance or otherwise in order of their priority. Among claims of	1357
equal priority, the corporation shall apportion those payments to	1358
the extent of funds legally available for the payment of those	1359
claims. Any remaining assets shall be distributed to the	1360
shareholders of the corporation according to their respective	1361
rights and preferences.	1362

(C) In the absence of fraud, the judgment of the board of	1363
directors of the dissolved corporation as to the provision the	1364
corporation made for the payment of all claims under division	1365
(A)(5) of this section shall be conclusive.	1366

Sec. 1701.883. (A) The dissolution of a corporation shall not	1367
affect the limited liability of a shareholder with respect to	1368
transactions occurring or acts or omissions done or omitted in the	1369
name of or by the corporation.	1370

(B) A shareholder who receives a distribution of assets from	1371
a dissolved corporation shall not be liable for any claim against	1372
the corporation in an amount in excess of the amount of	1373
shareholder's pro rata share of the claim or the amount	1374
distributed to the shareholder, whichever is less. The aggregate	1375
liability of any shareholder for claims against a dissolved	1376
corporation shall not exceed the amount distributed to that	1377
stockholder after the dissolution.	1378

(C) A shareholder of a dissolved corporation, the assets of	1379
which were distributed pursuant to this chapter, may be liable for	1380
a claim against the corporation only if an action on that claim is	1381
commenced before expiration of the period specified in division	1382
(B)(2) of section 1701.88 of the Revised Code.	1383

Sec. 1701.89.  (A) Without limiting the generality of its	1384
authority, the court of common pleas of the county in this state	1385
in which is located the principal office of a voluntarily	1386
dissolved corporation oris located, in which the principal office	1387
was to be located, or in which the principal office of a	1388
corporation whose articles have been canceled or whose period of	1389
existence has expired is located, upon the complaint of the	1390
corporation, a majority of the directors, or a creditor or	1391
shareholderclaimant, and upon such notice to all the directors	1392
and such other persons interested as the court considers proper,	1393
at any time may order and adjudge in respect of all of the	1394
following matters:	1395

(1) Any proceedings or actions under division (C) of section	1396
1701.881 of the Revised Code;	1397

(2) The presentation and proof of all claims and demands	1398
against the corporation and of all rights, interests, or liens in	1399
or on any of its property including property described in division	1400
(F) of section 1701.88 of the Revised Code; the fixing of the time	1401
within which and the manner in which such proof shall be made and	1402
the person to whom such presentation shall be made; and the	1403
barring from participation in any distribution of assets of all	1404
persons failing to make and present proofs as required by the	1405
order of the court;	1406

(2)(3) The stay of the prosecution of any proceeding against	1407
the corporation or involving any of its property, and the	1408
requirement that the parties to it present and prove their claims,	1409
demands, rights, interests, or liens at the time and in the manner	1410
required of creditors or others; or the grant toof leave to bring	1411
or maintain an independent proceeding to enforce liens;	1412

(3)(4) The settlement or determination of all claims of every	1413
nature against the corporation or any of its property; the	1414
determination of the assets required to be retained or insurance	1415
to be obtained to pay or provide for the payment of such claims or	1416
any claim; the determination of the assets available for	1417
distribution among shareholders; and the making of new parties to	1418
the proceeding so far as the court considers proper for the	1419
determination of all matters;	1420

(4)(5) The determination of the rights of holders of shares	1421
of all classes in and to the assets of the corporation;	1422

(5)(6) The presentation and filing of intermediate and final	1423
accounts of the directors or of the liquidators and hearings on	1424
them; the allowance, disallowance, or settlement of such accounts;	1425
and the discharge of the directors, the liquidators, or any of	1426
them from their duties and liabilities;	1427

(6)(7) The appointment of a special master commissioner or	1428
guardian ad litem to hear and determine any such matters with such	1429
authority as the court considers proper;. The applicant in the	1430
proceeding shall pay the reasonable fees and expenses of the	1431
special master commissioner or guardian ad litem, including all	1432
reasonable expert witness fees, unless otherwise ordered by the	1433
court.	1434

(7)(8) The filling of any vacancies in the number of	1435
directors or liquidators when the directors are unable to act on	1436
the vacancies for want of a quorum or for any other reason;	1437

(8)(9) The appointment of a receiver, in accordance with the	1438
usages of a court in equitable matters, to wind up the affairs of	1439
the corporation, to take custody of any of its property, or for	1440
any other purpose;	1441

(9)(10) The issuance or entry of any injunction or any other	1442
order which the court considers proper in the administration of	1443
the trust involved in the winding up of the affairs of the	1444
corporation and the giving of notice of it;	1445

(10)(11) The allowance and payment of compensation to the	1446
directors or any of them, to liquidators, to a receiver, to the	1447
attorney for the complainant, or to any person properly rendering	1448
services beneficial to the corporation or to those interested in	1449
it;	1450

(11)(12) The entry of a judgment or decree which, if it so	1451
provides, may operate as the deed or other instrument ordered to	1452
be executed, or the appointment of a master or guardian ad litem	1453
to execute such deed or instrument in the name of the corporation	1454
with the same effect as if executed by an authorized officer	1455
pursuant to authority conferred by the directors or the	1456
shareholders of the corporation, whenever there is no officer or	1457
agent competent to execute such deed or instrument, whenever the	1458
corporation or its officers do not perform or comply with a	1459
judgment or decree of court, or whenever the court considers it	1460
proper.	1461

(B) A judicial proceeding under this section concerning the	1462
winding up of the affairs of a corporation is a special	1463
proceeding, and final orders in the proceeding may be vacated,	1464
modified, or reversed on appeal pursuant to the Rules of Appellate	1465
Procedure and, to the extent not in conflict with those rules,	1466
Chapter 2505. of the Revised Code.	1467

Sec. 1701.90.  (A) Whenever, after a corporation is dissolved	1468
voluntarily or the articles of a corporation have been cancelled	1469
or the period of existence of a corporation has expired, a	1470
receiver is appointed to wind up the affairs of the corporation,	1471
all the claims, demands, rights, interests, or liens of creditors,	1472
claimants, and shareholders shall be determined as of the day on	1473
which the receiver was appointed unless those claims, demands,	1474
rights, interests, or liens have already been determined under	1475
section 1701.881 of the Revised Code. Unless it is otherwise	1476
ordered, such appointment vests in the receiver and histhe	1477
receiver's successors the right to the immediate possession of all	1478
the property of the corporation, which shall, if so ordered,	1479
execute and deliver conveyances of such property to the receiver	1480
or histhe receiver's nominee.	1481

(B) Any officer, director, shareholder, or other person,	1482
whether a resident of the state or a non-resident and however	1483
interested, may be appointed as receiver.	1484

(C) TheUnless otherwise ordered, the receiver shall have all	1485
the authority vested in the directors and officers of the	1486
corporation, shall exercise such authority subject to such orders	1487
as are made by the court, and may be required to qualify by giving	1488
bond to the state in such amount as the court fixes, with surety	1489
to the satisfaction of the clerk of the court, conditioned for the	1490
faithful discharge of histhe receiver's duties and for a due	1491
accounting for all money or property received by himthe receiver.	1492

Sec. 1701.91.  (A) A corporation may be dissolved judicially	1493
and its affairs wound up:	1494

(1) By an order of the supreme court or of a court of appeals	1495
in an action in quo warranto brought as provided by sections	1496
2733.02 to 2733.39 of the Revised Code, in which event the court	1497
may order the affairs of the corporation to be wound up by its	1498
directors as in the case of voluntary dissolution, or by	1499
proceedings in, and under the order of, the court of common pleas	1500
of the county in this state in which the corporation has its	1501
principal office;	1502

(2) By an order of the court of common pleas of the county in	1503
this state in which such corporation has its principal office, in	1504
an action brought by holders of shares entitled to dissolve the	1505
corporation voluntarily, when it is established that any of the	1506
following are true:	1507

(a) That its articles have been canceled or its period of	1508
existence has expired and that it is necessary in order to protect	1509
the shareholders that the corporation be judicially dissolved;	1510

(b) That the corporation is insolvent or is unable to afford	1511
reasonable security to those who may deal with it and that it is	1512
necessary in order to protect the creditors of the corporation	1513
that the corporation be judicially dissolved;	1514

(c) That the objects of the corporation have wholly failed or	1515
are entirely abandoned or that their accomplishment is	1516
impracticable;	1517

(3) By an order of the court of common pleas of the county in	1518
this state in which the corporation has its principal office, in	1519
an action brought by the holders of shares entitling them to	1520
exercise a majorityat least two-thirds of the voting power of the	1521
corporation on such proposal, or the holders of such lesser	1522
proportion as are entitled by the articles to dissolve the	1523
corporation voluntarily, when it is established that it is	1524
beneficial to the shareholders that the corporation be judicially	1525
dissolved, or the holders of such lesser proportion as are	1526
entitled by the articles to dissolve the corporation voluntarily;	1527

(4) By an order of the court of common pleas of the county in	1528
this state in which the corporation has its principal office, in	1529
an action brought by one-half of the directors when there is an	1530
even number of directors or by the holders of shares entitling	1531
them to exercise one-halfat least two-thirds of the voting power,	1532
when it is established that the corporation has an even number of	1533
directors who are deadlocked in the management of the corporate	1534
affairs and the shareholders are unable to break the deadlock, or	1535
when it is established that the corporation has an uneven number	1536
of directors and that the shareholders are deadlocked in voting	1537
power and unable to agree upon or vote for the election of	1538
directors as successors to directors whose terms normally would	1539
expire upon the election of their successors. Under these	1540
circumstances, dissolution of the corporation shall not be denied	1541
on the ground that the corporation is solvent or on the ground	1542
that the business of the corporation has been or could be	1543
conducted at a profit.	1544

(5) By an order of the court of common pleas of the county in	1545
which the corporation, whether for profit or nonprofit, has its	1546
principal office, in an action brought by the prosecuting attorney	1547
of the county, when it is found that the corporation was organized	1548
or systematically used to further criminal purposes, or as a	1549
subterfuge to engage in prostitution, gambling, loan sharking,	1550
drug abuse, illegal drug distribution, counterfeiting, obscenity,	1551
extortion, corruption of law enforcement officers or other public	1552
officers, officials, or any employees, or any other criminal	1553
activity.	1554

(B) A complaint for judicial dissolution shall be verified by	1555
any of the complainants and shall set forth facts showing that the	1556
case is one of those specified in this section. Unless the	1557
complainants set forth in the complaint that they are unable to	1558
annex a list of shareholders, a schedule shall be annexed to the	1559
complaint setting forth the name of each shareholder, his address	1560
if it is known or the fact that it is not known, the number of	1561
shares owned by him, and any balance unpaid on his shares.	1562

(C) Upon the filing of a complaint for judicial dissolution,	1563
the court with which it is filed shall have power to issue	1564
injunctions, to appoint a receiver with such authority and duties	1565
as the court from time to time may direct, to take such other	1566
proceedings as may be necessary to protect the property or the	1567
rights of the complainants or of the persons interested, and to	1568
carry on the business of the corporation until a full hearing can	1569
be had. Upon or after the filing of a complaint for judicial	1570
dissolution, the court, by injunction or order, may stay the	1571
prosecution of any proceeding against the corporation or involving	1572
any of its property and require the parties to the proceeding to	1573
present and prove their claims, demands, rights, interests, or	1574
liens, at the time and in the manner required of creditors or	1575
others. The court may refer the complaint to a special master	1576
commissioner.	1577

(D) After a hearing had upon such notice as the court may	1578
direct to be given to all parties to the proceeding and to any	1579
other parties in interest designated by the court, a final order	1580
based either upon the evidence, or upon the report of the special	1581
master commissioner if one has been appointed, shall be made	1582
dissolving the corporation or dismissing the complaint. An order	1583
or judgment for the judicial dissolution of a corporation shall	1584
contain a concise statement of the proceedings leading up to the	1585
order or judgment; the name of the corporation; the place in this	1586
state where its principal office is located; the names and	1587
addresses of its directors and officers; the name and address of a	1588
statutory agent; and, if desired, such other provisions with	1589
respect to the judicial dissolution and winding up as are	1590
considered necessary or desirable. A certified copy of such order	1591
forthwith shall be filed in the office of the secretary of state,	1592
whereupon the corporation shall be dissolved. To the extent	1593
consistent with orders entered in such proceeding, the effect of	1594
such judicial dissolution shall be the same as in the case of	1595
voluntary dissolution, and the provisions of sections 1701.87,	1596
1701.88, 1701.89, and 1701.90 of the Revised Code relating to the	1597
required notice a corporation shall give of a dissolution and the	1598
authority and duties of directors during the winding up of the	1599
affairs of a corporation dissolved voluntarily, with respect to	1600
the jurisdiction of courts over the winding up of the affairs of a	1601
corporation, and with respect to receivers for winding up the	1602
affairs of a corporation shall be applicable to corporations	1603
judicially dissolved.	1604

(E) A judicial proceeding under this section concerning the	1605
judicial dissolution of a corporation is a special proceeding, and	1606
final orders in it may be vacated, modified, or reversed on appeal	1607
pursuant to the Rules of Appellate Procedure or the Rules of	1608
Practice of the Supreme Court, whichever are applicable, and, to	1609
the extent not in conflict with those rules, Chapter 2505. of the	1610
Revised Code.	1611

Sec. 1701.911.  (A) Upon the complaint of not less than	1612
one-fourth of the directors of a corporation or upon the complaint	1613
of the holders of shares entitling them to exercise not less than	1614
one-fifth of the voting power of a corporation in the election of	1615
directors, the court of common pleas of the county in which the	1616
corporation maintains its principal office may order the	1617
appointment of a provisional director for that corporation if the	1618
articles or regulations of the corporation expressly provide for	1619
such an appointment. No appointment shall be made until a hearing	1620
is held by the court. Notice of the hearing shall be given to each	1621
director and the secretary of the corporation in any manner that	1622
the court may direct. If directed by the court, the notice also	1623
shall be given to each of the shareholders. The complainants shall	1624
establish at the hearing that, because of irreconcilable	1625
differences among the existing directors or because there are no	1626
directors and the shareholders are unable to elect any directors,	1627
the continued operation of the corporation has been substantially	1628
impeded or made impossible.	1629

(B) A provisional director shall have the same rights and	1630
duties as other directors and shall serve until removed by the	1631
appointing court or by the holders of shares entitling them to	1632
exercise a majority of the voting power of the corporation in the	1633
election of directors, or until histhe provisional director's	1634
earlier resignation or death. If the provisional director dies or	1635
resigns, the court, pursuant to divisions (A) and (C) of this	1636
section, may appoint a replacement provisional director, upon its	1637
own motion and without the filing of a complaint for the	1638
appointment of a provisional director. If the appointing court	1639
finds that the irreconcilable differences no longer exist, it	1640
shall order the removal of the provisional director.	1641

(C) No person shall be appointed as a provisional director	1642
unless hethe person is generally conversant with corporate	1643
affairs, has no legal or equitable interest in the shares or	1644
obligations of the corporation of which hethe person is to be	1645
appointed a director, and is not indebted to such corporation. The	1646
compensation of a provisional director shall be determined by	1647
agreement with the corporation for which hethe provisional	1648
director is serving, subject to the approval of the appointing	1649
court, except that the appointing court may fix histhe	1650
provisional director's compensation in the absence of agreement or	1651
in the event of disagreement between the provisional director and	1652
the corporation.	1653

(D) A proceeding concerning the appointment of a provisional	1654
director of a corporation is a special proceeding, and final	1655
orders issued in the proceeding may be vacated, modified, or	1656
reversed on appeal pursuant to the Rules of Appellate Procedure	1657
and, to the extent not in conflict with those rules, Chapter 2505.	1658
of the Revised Code.	1659

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

1660

(B) A corporation may adopt and alter a corporate seal and	1661
use it or a facsimile of it, but failure to affix the corporate	1662
seal shall not affect the validity of any instrument.	1663

(C) Unless otherwise provided in the articles, a corporation	1664
may take property of any description, or any interest in property,	1665
by gift, devise, or bequest.	1666

(D) Subject to limitations prescribed by law or in its	1667
articles, a corporation may make donations for the public welfare,	1668
for religious, charitable, scientific, literary, or educational	1669
purposes, or in furtherance of any of its purposes.	1670

(E)(1) A corporation may indemnify or agree to indemnify any	1671
person who was or is a party, or is threatened to be made a party,	1672
to any threatened, pending, or completed civil, criminal,	1673
administrative, or investigative action, suit, or proceeding,	1674
other than an action by or in the right of the corporation, by	1675
reason of the fact that the person is or was a director, officer,	1676
employee, or agent of or a volunteer of the corporation, or is or	1677
was serving at the request of the corporation as a director,	1678
officer, employee, member, manager, or agent of or a volunteer of	1679
another domestic or foreign nonprofit corporation or business	1680
corporation, a limited liability company, or a partnership, joint	1681
venture, trust, or other enterprise, against expenses, including	1682
attorney's fees, judgments, fines, and amounts paid in settlement	1683
actually and reasonably incurred by the person in connection with	1684
such action, suit, or proceeding, if the person acted in good	1685
faith and in a manner the person reasonably believed to be in or	1686
not opposed to the best interests of the corporation, and, with	1687
respect to any criminal action or proceeding, if the person had no	1688
reasonable cause to believe the person's conduct was unlawful. The	1689
termination of any action, suit, or proceeding by judgment, order,	1690
settlement, or conviction, or upon a plea of nolo contendere or	1691
its equivalent, shall not create, of itself, a presumption that	1692
the person did not act in good faith and in a manner the person	1693
reasonably believed to be in or not opposed to the best interests	1694
of the corporation, and, with respect to any criminal action or	1695
proceeding, a presumption that the person had reasonable cause to	1696
believe that the person's conduct was unlawful.	1697

(2) A corporation may indemnify or agree to indemnify any	1698
person who was or is a party, or is threatened to be made a party,	1699
to any threatened, pending, or completed action or suit by or in	1700
the right of the corporation to procure a judgment in its favor,	1701
by reason of the fact that the person is or was a director,	1702
officer, employee, or agent of or a volunteer of the corporation,	1703
or is or was serving at the request of the corporation as a	1704
director, officer, employee, member, manager, or agent of or a	1705
volunteer of another domestic or foreign nonprofit corporation or	1706
business corporation, a limited liability company, or a	1707
partnership, joint venture, trust, or other enterprise against	1708
expenses, including attorney's fees, actually and reasonably	1709
incurred by the person in connection with the defense or	1710
settlement of such action or suit, if the person acted in good	1711
faith and in a manner the person reasonably believed to be in or	1712
not opposed to the best interests of the corporation, except that	1713
no indemnification shall be made in respect of any of the	1714
following:	1715

(a) Any claim, issue, or matter as to which the person is	1716
adjudged to be liable for negligence or misconduct in the	1717
performance of the person's duty to the corporation unless, and	1718
only to the extent that, the court of common pleas or the court in	1719
which the action or suit was brought determines, upon application,	1720
that, despite the adjudication of liability but in view of all the	1721
circumstances of the case, the person is fairly and reasonably	1722
entitled to indemnity for such expenses as the court of common	1723
pleas or such other court considers proper;	1724

(b) Any action or suit in which liability is asserted against	1725
a director and that liability is asserted only pursuant to section	1726
1702.55 of the Revised Code.	1727

(3) To the extent that a director, officer, employee, member,	1728
manager, agent, or volunteer has been successful on the merits or	1729
otherwise in defense of any action, suit, or proceeding referred	1730
to in division (E)(1) or (2) of this section, or in defense of any	1731
claim, issue, or matter in such an action, suit, or proceeding,	1732
the person shall be indemnified against expenses, including	1733
attorney's fees, actually and reasonably incurred by the person in	1734
connection with that action, suit, or proceeding.	1735

(4) Unless ordered by a court and subject to division (E)(3)	1736
of this section, any indemnification under division (E)(1) or (2)	1737
of this section shall be made by the corporation only as	1738
authorized in the specific case, upon a determination that	1739
indemnification of the director, officer, employee, member,	1740
manager, agent, or volunteer is proper in the circumstances	1741
because the person has met the applicable standard of conduct set	1742
forth in division (E)(1) or (2) of this section. Such	1743
determination shall be made in any of the following manners:	1744

(a) By a majority vote of a quorum consisting of directors of	1745
the indemnifying corporation who were not and are not parties to	1746
or threatened with the action, suit, or proceeding referred to in	1747
division (E)(1) or (2) of this section;	1748

(b) Whether or not a quorum as described in division	1749
(E)(4)(a) of this section is obtainable, and if a majority of a	1750
quorum of disinterested directors so directs, in a written opinion	1751
by independent legal counsel other than an attorney, or a firm	1752
having associated with it an attorney, who has been retained by or	1753
who has performed services for the corporation or any person to be	1754
indemnified within the past five years;	1755

(c) By the members;

1756

(d) By the court of common pleas or the court in which the	1757
action, suit, or proceeding referred to in division (E)(1) or (2)	1758
of this section was brought.	1759

If an action or suit by or in the right of the corporation is	1760
involved, any determination made by the disinterested directors	1761
under division (E)(4)(a) of this section or by independent legal	1762
counsel under division (E)(4)(b) of this section shall be	1763
communicated promptly to the person who threatened or brought the	1764
action or suit under division (E)(2) of this section, and, within	1765
ten days after receipt of suchthat notification, suchthe person	1766
shall have the right to petition the court of common pleas or the	1767
court in which suchthe action or suit was brought to review the	1768
reasonableness of suchthat determination.	1769

(5)(a)(i) Unless, at the time of a director's or volunteer's	1770
act or omission that is the subject of an action, suit, or	1771
proceeding referred to in division (E)(1) or (2) of this section,	1772
the articles or regulations of the corporation state, by specific	1773
reference to this division, that its provisions do not apply to	1774
the corporation, or unless the only liability asserted against a	1775
director in an action, suit, or proceeding referred to in division	1776
(E)(1) or (2) of this section is pursuant to section 1702.55 of	1777
the Revised Code, or unless division (E)(5)(a)(ii) of this section	1778
applies, the expenses incurred by the director or volunteer in	1779
defending the action, suit, or proceeding, including attorney's	1780
fees, shall be paid by the corporation. Upon the request of the	1781
director or volunteer and in accordance with division (E)(5)(b) of	1782
this section, those expenses shall be paid as they are incurred,	1783
in advance of the final disposition of the action, suit, or	1784
proceeding.	1785

(ii) Notwithstanding division (E)(5)(a)(i) of this section,	1786
the expenses incurred by a director or volunteer in defending an	1787
action, suit, or proceeding referred to in division (E)(1) or (2)	1788
of this section, including attorney's fees, shall not be paid by	1789
the corporation upon the final disposition of the action, suit, or	1790
proceeding, or, if paid in advance of the final disposition of the	1791
action, suit, or proceeding, shall be repaid to the corporation by	1792
the director or volunteer, if it is proved, by clear and	1793
convincing evidence, in a court with jurisdiction that the act or	1794
omission of the director or volunteer was one undertaken with a	1795
deliberate intent to cause injury to the corporation or was one	1796
undertaken with a reckless disregard for the best interests of the	1797
corporation.	1798

(b) Expenses, including attorney's fees, incurred by a	1799
director, officer, employee, member, manager, agent, or volunteer	1800
in defending any action, suit, or proceeding referred to in	1801
division (E)(1) or (2) of this section may be paid by the	1802
corporation as they are incurred, in advance of the final	1803
disposition of the action, suit, or proceeding, as authorized by	1804
the directors in the specific case, upon receipt of an undertaking	1805
by or on behalf of the director, officer, employee, member,	1806
manager, agent, or volunteer to repay the amount if it ultimately	1807
is determined that the person is not entitled to be indemnified by	1808
the corporation.	1809

(6) The indemnification or advancement of expenses authorized	1810
by this section is not exclusive of, and shall be in addition to,	1811
any other rights granted to those seeking indemnification or	1812
advancement of expenses, pursuant to the articles, the	1813
regulations, any agreement, a vote of members or disinterested	1814
directors, or otherwise, both as to action in their official	1815
capacities and as to action in another capacity while holding	1816
their offices or positions, and shall continue as to a person who	1817
has ceased to be a director, officer, employee, member, manager,	1818
agent, or volunteer and shall inure to the benefit of the heirs,	1819
executors, and administrators of such athat person. A right to	1820
indemnification or to advancement of expenses arising under a	1821
provision of the articles or the regulations shall not be	1822
eliminated or impaired by an amendment to that provision after the	1823
occurrence of the act or omission that becomes the subject of the	1824
civil, criminal, administrative, or investigative action, suit, or	1825
proceeding for which the indemnification or advancement of	1826
expenses is sought, unless the provision in effect at the time of	1827
that act or omission explicitly authorizes that elimination or	1828
impairment after the act or omission has occurred.	1829

(7) A corporation may purchase and maintain insurance, or	1830
furnish similar protection, including, but not limited to, trust	1831
funds, letters of credit, or self-insurance, for or on behalf of	1832
any person who is or was a director, officer, employee, agent, or	1833
volunteer of the corporation, or is or was serving at the request	1834
of the corporation as a director, officer, employee, member,	1835
manager, agent, or volunteer of another domestic or foreign	1836
nonprofit corporation or business corporation, a limited liability	1837
company, or a partnership, joint venture, trust, or other	1838
enterprise, against any liability asserted against the person and	1839
incurred by the person in any such capacity, or arising out of the	1840
person's status as such, whether or not the corporation would have	1841
the power to indemnify the person against that liability under	1842
this section. Insurance may be so purchased from or so maintained	1843
with a person in which the corporation has a financial interest.	1844

(8) The authority of a corporation to indemnify persons	1845
pursuant to division (E)(1) or (2) of this section does not limit	1846
the payment of expenses as they are incurred, in advance of the	1847
final disposition of an action, suit, or proceeding, pursuant to	1848
division (E)(5) of this section or the payment of indemnification,	1849
insurance, or other protection that may be provided pursuant to	1850
division (E)(6) or (7) of this section. Divisions (E)(1) and (2)	1851
of this section do not create any obligation to repay or return	1852
payments made by a corporation pursuant to division (E)(5), (6),	1853
or (7) of this section.	1854

(9) As used in division (E) of this section, "corporation"	1855
includes all constituent corporations in a consolidation or	1856
merger, and the new or surviving corporation, so that any person	1857
who is or was a director, officer, employee, agent, or volunteer	1858
of a constituent corporation or is or was serving at the request	1859
of a constituent corporation as a director, officer, employee,	1860
member, manager, agent, or volunteer of another domestic or	1861
foreign nonprofit corporation or business corporation, a limited	1862
liability company, or a partnership, joint venture, trust, or	1863
other enterprise, shall stand in the same position under this	1864
section with respect to the new or surviving corporation as the	1865
person would if the person had served the new or surviving	1866
corporation in the same capacity.	1867

(F) In carrying out the purposes stated in its articles and	1868
subject to limitations prescribed by law or in its articles, a	1869
corporation may do the following:	1870

(1) Purchase or otherwise acquire, lease as lessee, invest	1871
in, hold, use, lease as lessor, encumber, sell, exchange,	1872
transfer, and dispose of property of any description or any	1873
interest in property of any description;	1874

(2) Make contracts;

1875

(3) Form or acquire the control of other domestic or foreign	1876
nonprofit corporations or business corporations;	1877

(4) Be a partner, member, associate, or participant in other	1878
enterprises or ventures, whether profit or nonprofit;	1879

(5) Borrow money, and issue, sell, and pledge its notes,	1880
bonds, and other evidences of indebtedness, and secure any of its	1881
obligations by mortgage, pledge, or deed of trust, of all or any	1882
of its property, and guarantee or secure obligations of any	1883
person;	1884

(6) Become a member of another corporation;

1885

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

1886

(8) Resist a change or potential change in control of the	1887
corporation, if the directors, by a majority vote of a quorum,	1888
determine that the change or potential change is opposed to or not	1889
in the best interests of the corporation, upon consideration of	1890
any of the matters set forth in division (E)(F) of section 1702.30	1891
of the Revised Code;	1892

(9) Do all things permitted by law and exercise all authority	1893
within the purposes stated in its articles or incidental to those	1894
purposes.	1895

(G) Irrespective of the purposes stated in its articles, but	1896
subject to limitations or prohibitions stated in its articles, a	1897
corporation, in addition to the authority conferred by division	1898
(F) of this section, may invest its funds not currently needed in	1899
carrying out its purposes in any shares or other securities of	1900
another nonprofit corporation or business corporation, or another	1901
business or undertaking.	1902

(H)(1) Notwithstanding any other provision of this section to	1903
the contrary, no corporation that is a "private foundation," as	1904
defined in section 509 of the Internal Revenue Code, shall do the	1905
following:	1906

(a) Engage in any act of "self-dealing," as defined in	1907
section 4941 (d) of the Internal Revenue Code, that would give	1908
rise to any liability for any tax imposed by section 4941 of the	1909
Internal Revenue Code;	1910

(b) Retain any "excess business holdings," as defined in	1911
section 4943 (c) of the Internal Revenue Code, that would give	1912
rise to any liability for any tax imposed by section 4943 of the	1913
Internal Revenue Code;	1914

(c) Make any investment that would jeopardize the carrying	1915
out of any of its exempt purposes, within the meaning of section	1916
4944 of the Internal Revenue Code, so as to give rise to any	1917
liability for any tax imposed by that section;	1918

(d) Make any "taxable expenditures," as defined in section	1919
4945 (d) of the Internal Revenue Code, that would give rise to any	1920
liability for any tax imposed by section 4945 of the Internal	1921
Revenue Code.	1922

(2) Each corporation that is a "private foundation," as	1923
defined in section 509 of the Internal Revenue Code, shall, for	1924
the purposes specified in its articles, distribute at such time	1925
and in such manner, for each taxable year, amounts at least	1926
sufficient to avoid liability for any tax imposed by section 4942	1927
of the Internal Revenue Code.	1928

(3) Divisions (H)(1) and (2) of this section apply to all	1929
corporations described in them, whether or not contrary to the	1930
provisions of the articles or regulations of such a corporation,	1931
except that divisions (H)(1) and (2) of this section do not apply	1932
to a corporation in existence on September 17, 1971, to the extent	1933
that such corporation provides to the contrary by amendment to its	1934
articles adopted after that date.	1935

(4) Violation of a provision of division (H)(1) or (2) of	1936
this section by a corporation to which the provisions of those	1937
divisions are applicable is not cause for cancellation of its	1938
articles. No director or officer of a corporation to which the	1939
provisions of division (H)(1) or (2) of this section are	1940
applicable is personally liable for a violation of a prohibition	1941
or requirement of those provisions, unless the director or officer	1942
participated in such violation knowing that it was a violation,	1943
and no director or officer is personally liable if such violation	1944
was not willful and was due to reasonable cause, except that this	1945
division does not exonerate a director or officer from any	1946
responsibility or liability to which the director or officer is	1947
subject under any other rule of law, whether or not duplicated in	1948
division (H)(1) or (2) of this section.	1949

(5) Except as provided in division (H)(4) of this section,	1950
nothing in division (H) of this section impairs the rights and	1951
powers of the courts or the attorney general of this state with	1952
respect to any corporation.	1953

(6) As used in division (H) of this section, "Internal	1954
Revenue Code" means the "Internal Revenue Code of 1986," 100 Stat.	1955
2085, 26 U.S.C. 1, as amended.	1956

(I)(1) No lack of, or limitation upon, the authority of a	1957
corporation shall be asserted in any action except as follows:	1958

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

1959

(b) By or on behalf of the corporation against a director, an	1960
officer, or a member as such;	1961

(c) By a member as such or by or on behalf of the members	1962
against the corporation, a director, an officer, or a member as	1963
such.	1964

(2) Division (I)(1) of this section shall apply to any action	1965
brought in this state upon any contract made in this state by a	1966
foreign corporation.	1967

Sec. 1702.30.  (A) Except where the law, the articles, or the	1968
regulations require that action be otherwise authorized or taken,	1969
all of the authority of a corporation shall be exercised by or	1970
under the direction of its directors. For their own government,	1971
the directors may adopt bylaws that are not inconsistent with the	1972
articles or the regulations.	1973

(B) A director shall perform the duties of a director,	1974
including the duties as a member of any committee of the directors	1975
upon which the director may serve, in good faith, in a manner the	1976
director reasonably believes to be in or not opposed to the best	1977
interests of the corporation, and with the care that an ordinarily	1978
prudent person in a like position would use under similar	1979
circumstances. InA director serving on a committee of directors	1980
is acting as a director.	1981

(C) In performing the duties of a director, a director is	1982
entitled to rely on information, opinions, reports, or statements,	1983
including financial statements and other financial data, that are	1984
prepared or presented by the following:	1985

(1) One or more directors, officers, or employees of the	1986
corporation who the director reasonably believes are reliable and	1987
competent in the matters prepared or presented;	1988

(2) Counsel, public accountants, or other persons as to	1989
matters that the director reasonably believes are within the	1990
person's professional or expert competence;	1991

(3) A committee of the directors upon which the director does	1992
not serve, duly established in accordance with a provision of the	1993
articles or the regulations, as to matters within its designated	1994
authority, which committee the director reasonably believes to	1995
merit confidence.	1996

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

1997

(1) A director shall not be found to have failed to perform	1998
the director's duties in accordance with that division, unless it	1999
is proved, by clear and convincing evidence, in an action brought	2000
against the director that the director has not acted in good	2001
faith, in a manner the director reasonably believes to be in or	2002
not opposed to the best interests of the corporation, or with the	2003
care that an ordinarily prudent person in a like position would	2004
use under similar circumstances. Such an action includes, but is	2005
not limited to, an action that involves or affects any of the	2006
following:	2007

(a) A change or potential change in control of the	2008
corporation;	2009

(b) A termination or potential termination of the director's	2010
service to the corporation as a director;	2011

(c) The director's service in any other position or	2012
relationship with the corporation.	2013

(2) A director shall not be considered to be acting in good	2014
faith if the director has knowledge concerning the matter in	2015
question that would cause reliance on information, opinions,	2016
reports, or statements that are prepared or presented by the	2017
persons described in divisions (B)(C)(1) to (3) of this section,	2018
to be unwarranted.	2019

(3) The provisions of this division do not limit relief	2020
available under section 1702.301 of the Revised Code.	2021

(D)(E)(1) Subject to divisions (D)(E)(2) and (3) of this	2022
section, a director is liable in damages for any act that the	2023
director takes or fails to take as director only if it is proved,	2024
by clear and convincing evidence, in a court with jurisdiction	2025
that the act or omission of the director was one undertaken with a	2026
deliberate intent to cause injury to the corporation or was one	2027
undertaken with a reckless disregard for the best interests of the	2028
corporation.	2029

(2) Division (D)(E)(1) of this section does not affect the	2030
liability of a director under section 1702.55 of the Revised Code.	2031

(3) Subject to division (D)(E)(2) of this section, division	2032
(D)(E)(1) of this section does not apply if, and only to the	2033
extent that, at the time of an act or omission of a director that	2034
is the subject of complaint, the articles or the regulations of	2035
the corporation state, by specific reference to that division,	2036
that its provisions do not apply to the corporation.	2037

(E)(F) For purposes of this section, in determining what a	2038
director reasonably believes to be in or not opposed to the best	2039
interests of the corporation, a director shall consider the	2040
purposes of the corporation and may consider any of the following:	2041

(1) The interests of the employees, suppliers, creditors, and	2042
customers of the corporation;	2043

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

2044

(3) Community and societal considerations;

2045

(4) The long-term and short-term best interests of the	2046
corporation, including, but not limited to, the possibility that	2047
those interests may be best served by the continued independence	2048
of the corporation.	2049

(F)(G) Divisions (C)(D) and (D)(E) of this section do not	2050
affect the duties of a director who acts in any capacity other	2051
than in the capacity as a director.	2052

Sec. 1705.01.  As used in this chapter:

2053

(A) "Business" means every trade, occupation, or profession.

2054

(B) "Contribution" means any cash, property, services	2055
rendered, promissory note, or other binding obligation to	2056
contribute cash or property or to perform services that a member	2057
contributes to a limited liability company in the capacity as a	2058
member.	2059

(C) "Conveyance" means every assignment, lease, mortgage, or	2060
encumbrance.	2061

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

2062

(1) A for profit corporation existing under the laws of this	2063
state or any other state;	2064

(2) Any of the following organizations existing under the	2065
laws of this state, the United States, or any other state:	2066

(a) A business trust or association;

2067

(b) A real estate investment trust;

2068

(c) A common law trust;

2069

(d) An unincorporated business or for profit organization,	2070
including a general or limited partnership;	2071

(e) A limited liability company.

2072

(E) "Incompetent" has the same meaning as in section 2111.01	2073
of the Revised Code.	2074

(F) "Knowledge," of a fact, means actual knowledge of that	2075
fact and knowledge of other facts that under the circumstances	2076
shows bad faith.	2077

(G) "Member" means a person whose name appears on the records	2078
of the limited liability company as the owner of a membership	2079
interest in that company.	2080

(H) "Membership interest" means a member's share of the	2081
profits and losses of a limited liability company and the right to	2082
receive distributions from that company.	2083

(I) "Notice" means that the person who claims the benefit of	2084
the notice has done one of the following:	2085

(1) Stated the fact to the person entitled to notice;

2086

(2) Delivered through the mail or by other means of	2087
communication a written statement of the fact to the person	2088
entitled to notice or to a proper person at the place of business	2089
or residence of the person entitled to receive a notice.	2090

(J) "Operating agreement" means all of the valid written or	2091
oral agreements of the members or, in the case of a limited	2092
liability company consisting of one member, a written declaration	2093
of that member, as to the affairs of a limited liability company	2094
and the conduct of its business.	2095

(K) "Person" means any natural person; partnership, limited	2096
partnership, trust, estate, association, limited liability	2097
company, or corporation; any custodian, nominee, trustee,	2098
executor, administrator, or other fiduciary; or any other	2099
individual or entity in its own or any representative capacity.	2100

(L) "Professional association" and "professional service"	2101
have the same meanings as in section 1785.01 of the Revised Code.	2102

(M) "State" has the same meaning as in section 1.59 of the	2103
Revised Code and additionally includes a foreign country and any	2104
province, territory, or other political subdivision of a foreign	2105
country.	2106

(N) "Tribunal" means a court or, if provided in the operating	2107
agreement or otherwise agreed, an arbitrator, arbitration panel,	2108
or other tribunal.	2109

Sec. 1705.081. (A) Except as otherwise provided in division	2110
(B) of this section, an operating agreement governs relations	2111
among members and between members, any managers, and the limited	2112
liability company. A limited liability company is bound by the	2113
operating agreement of its member or members whether or not the	2114
limited liability company executes the operating agreement. To the	2115
extent the operating agreement does not otherwise provide, this	2116
chapter governs relations among the members and between the	2117
members, any managers, and the limited liability company.	2118

(B) The operating agreement may not do any of the following:

2119

(1) Vary the rights and duties under section 1705.04 of the	2120
Revised Code;	2121

(2) Unreasonably restrict the right of access to books and	2122
records under section 1705.22 of the Revised Code;	2123

(3) Eliminate the duty of loyalty under division (C) of	2124
section 1705.161 of the Revised Code or division (B) of section	2125
1705.281 of the Revised Code, but the operating agreement may	2126
identify specific types or categories of activities that do not	2127
violate the duty of loyalty if not manifestly unreasonable, and	2128
all of the members or a number or percentage of members specified	2129
in the operating agreement may authorize or ratify, after full	2130
disclosure of all material facts, a specific act or transaction	2131
that otherwise would violate the duty of loyalty;	2132

(4) Unreasonably reduce the duty of care under division (C)	2133
of section 1705.161 of the Revised Code or division (C) of section	2134
1705.281 of the Revised Code;	2135

(5) Eliminate the obligation of good faith and fair dealing	2136
under division (D) of section 1705.281 of the Revised Code, but	2137
the operating agreement may prescribe the standards by which the	2138
performance of the obligation is to be measured if the standards	2139
are not manifestly unreasonable;	2140

(6) Eliminate the duties of a manager under division (B) of	2141
section 1705.29 of the Revised Code, but the operating agreement	2142
may prescribe in writing the standards by which performance is to	2143
be measured or specify types or categories of activities that do	2144
not violate the duties in each case if not manifestly	2145
unreasonable;	2146

(7) Vary the requirement to wind up the limited liability	2147
company's business in cases specified in division (A) or (B) of	2148
section 1705.47 of the Revised Code;	2149

(8) Restrict the rights of third parties under this chapter.

2150

Sec. 1705.161. (A) Upon a member's withdrawal from a limited	2151
liability company, the member's right to participate in the	2152
management and conduct of the limited liability company's business	2153
terminates.	2154

(B) Upon a member's withdrawal, the member's duty of loyalty	2155
under division (B)(3) of section 1705.281 of the Revised Code	2156
terminates.	2157

(C) Upon a member's withdrawal, a member's duty of loyalty	2158
under divisions (B)(1) and (2) of section 1705.281 of the Revised	2159
Code and duty of care under division (C) of section 1705.281 of	2160
the Revised Code continue only with regard to matters arising and	2161
events occurring before the member's withdrawal.	2162

Sec. 1705.18. (A) Except as otherwise provided in the	2163
operating agreement, a membership interest in a limited liability	2164
company is assignable in whole or in part. An assignment of a	2165
membership interest does not dissolve the company or entitle the	2166
assignee to become or to exercise any rights of a member. An	2167
assignment entitles the assignee only to receive, to the extent	2168
assigned, the distributions of cash and other property and the	2169
allocations of profits, losses, income, gains, deductions,	2170
credits, or similar items to which the assignee's assignor would	2171
have been entitled. Except as otherwise provided in the operating	2172
agreement, an assignor ceases to be a member upon assignment of	2173
all the assignor's membership interest. Unless otherwise provided	2174
in an operating agreement and except to the extent assumed by	2175
agreement of an assignee, until an assignee of a membership	2176
interest becomes a member, the assignee does not have liability as	2177
a member solely because of the assignment.	2178

(B) A substitute member of a limited liability company or an	2179
assignee of a membership interest in a limited liability company	2180
is bound by the operating agreement whether or not the substitute	2181
member or assignee executes the operating agreement.	2182

Sec. 1705.19. (A) If any judgment creditor of a member of a	2183
limited liability company applies to a court of common pleas to	2184
charge the membership interest of the member with payment of the	2185
unsatisfied amount of the judgment with interest, the court may so	2186
charge the membership interest. To the extent the membership	2187
interest is so charged, the judgment creditor has only the rights	2188
of an assignee of the membership interest as set forth in section	2189
1705.18 of the Revised Code. Nothing in this chapter deprives a	2190
member of the member's statutory exemption.	2191

(B) An order charging the membership interest of a member of	2192
a limited liability company is the sole and exclusive remedy that	2193
a judgment creditor may seek to satisfy a judgment against the	2194
membership interest of a member or a member's assignee.	2195

(C) No creditor of a member of a limited liability company or	2196
a member's assignee shall have any right to obtain possession of,	2197
or otherwise exercise legal or equitable remedies with respect to,	2198
the property of the limited liability company.	2199

(D) A limited liability company or one or more members of a	2200
limited liability company who are not subject to a charging order	2201
entered in favor of a judgment creditor may at any time pay to the	2202
judgment creditor the full amount then still due under the	2203
judgment and by that payment succeed to the rights of that	2204
judgment creditor.	2205

Sec. 1705.281. (A) The only fiduciary duties a member owes to	2206
a limited liability company and the other members are the duty of	2207
loyalty and the duty of care set forth in divisions (B) and (C) of	2208
this section.	2209

(B) A member's duty of loyalty to the limited liability	2210
company and the other members is limited to the following:	2211

(1) To account to the limited liability company and hold as	2212
trustee for the limited liability company any property, profit, or	2213
benefit derived by the member in the conduct and winding up of the	2214
limited liability company's business or derived from a use by the	2215
member of the limited liability company's property, including the	2216
appropriation of a limited liability company opportunity;	2217

(2) To refrain from dealing with the limited liability	2218
company in the conduct or winding up of the limited liability	2219
company's business as or on behalf of a party having an interest	2220
adverse to the limited liability company;	2221

(3) To refrain from competing with the limited liability	2222
company in the conduct of the limited liability company's business	2223
before the dissolution of the limited liability company.	2224

(C) A member's duty of care to the limited liability company	2225
in the conduct and winding up of the limited liability company's	2226
business is limited to refraining from engaging in grossly	2227
negligent or reckless conduct, intentional misconduct, or a	2228
knowing violation of law.	2229

(D) A member shall discharge duties to the limited liability	2230
company and the other members pursuant to this chapter or under	2231
the operating agreement and shall exercise any rights consistent	2232
with the obligation of good faith and fair dealing.	2233

(E) A member does not violate a duty or obligation under this	2234
chapter or under the operating agreement merely because the	2235
member's conduct furthers the member's own interest.	2236

(F) A member may lend money to and transact other business	2237
with the limited liability company and as to each loan or	2238
transaction the rights and obligations of the member are the same	2239
as those of a person who is not a member, subject to other	2240
applicable law.	2241

(G) This section applies to a person winding up the limited	2242
liability company's business as the personal or legal	2243
representative of the last surviving member as if the person were	2244
a member.	2245

Sec. 1705.282. (A) A manager of a limited liability company	2246
who was appointed in writing and has agreed in writing to serve as	2247
a manager and who is also a member or who is serving as the	2248
representative of a member owes to the limited liability company	2249
and the other members the duties of a manager.	2250

(B) Except as otherwise provided in division (A) of this	2251
section, a manager of a limited liability company who is a member	2252
or who is serving as the representative of a member owes to the	2253
limited liability company and the other members only the duties	2254
that would be owed by the member.	2255

Sec. 1705.29.  (A) If the operating agreement of a limited	2256
liability company provides for managers, then the business of the	2257
company shall be exercised by or under the direction of its	2258
managers, except to the extent applicable law or the operating	2259
agreement provides otherwise.	2260

(B) A manager of a limited liability company shall perform	2261
hisIf a manager's duties asare not governed by division (B) of	2262
section 1705.282 of the Revised Code, then the only fiduciary	2263
duties a manager owes to the limited liability company are the	2264
duties to act in good faith, in a manner hethe manager reasonably	2265
believes to be in or not opposed to the best interests of the	2266
company, and with the care that an ordinarily prudent person in a	2267
similar position would use under similar circumstances.	2268

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

2269

(1) A manager of a limited liability company shall not be	2270
found to have violated division (B) of this section unless it is	2271
proved, by clear and convincing evidence, in any action brought	2272
against the manager, including, but not limited to, an action	2273
involving or affecting a termination or potential termination of	2274
his service to the company as a manager or his service in any	2275
other position or relationship with the company, that hethe	2276
manager has not acted in good faith, in a manner hethe manager	2277
reasonably believes to be in or not opposed to the best interests	2278
of the company, or with the care that an ordinarily prudent person	2279
in a similar position would use under similar circumstances.	2280

(2) A manager shall not be considered to be acting in good	2281
faith if hethe manager has knowledge concerning a particular	2282
matter that would cause reliance on information, opinions,	2283
reports, or statements that are prepared or presented by the	2284
persons described in section 1705.30 of the Revised Code to be	2285
unwarranted.	2286

(3) Nothing in division (C) of this section limits relief	2287
available under section 1705.31 of the Revised Code.	2288

(D) A manager of a limited liability company is liable in	2289
damages for any action that hethe manager takes or fails to take	2290
as a manager only if it is proved, by clear and convincing	2291
evidence, in a court with jurisdiction that histhe manager's	2292
action or failure to act involved an act or omission undertaken	2293
with deliberate intent to cause injury to the company or	2294
undertaken with reckless disregard for the best interests of the	2295
company. Nothing contained in this division limits the relief	2296
available under section 1705.31 of the Revised Code. This division	2297
does not apply if and only to the extent that, at the time of the	2298
act or omission of a manager that is the subject of complaint, the	2299
articles of organization or the operating agreement of the company	2300
state by specific reference to this division that its provisions	2301
do not apply to the company.	2302

Sec. 1705.47.  On application by or for anya member of a	2303
limited liability company, the court of common pleastribunal may	2304
decree the dissolution of that company if it is not reasonably	2305
practicable to carry on thedeclare a limited liability company	2306
dissolved, and the limited liability company's business of the	2307
companyshall be wound up upon the occurrence of any of the	2308
following events:	2309

(A) An event that makes it unlawful for all or substantially	2310
all of the business of the limited liability company to be	2311
continued, but a cure of illegality within ninety days after	2312
notice to the limited liability company of the event is effective	2313
retroactively to the date of the event for purposes of this	2314
section;	2315

(B) A determination by the tribunal that any of the following	2316
is true:	2317

(1) The economic purpose of the limited liability company is	2318
likely to be unreasonably frustrated.	2319

(2) Another member has engaged in conduct relating to the	2320
limited liability company's business that makes it not reasonably	2321
practicable to carry on the business with that member.	2322

(3) It is not otherwise reasonably practicable to carry on	2323
the limited liability company's business in conformity with its	2324
articles of organization andthe operating agreement.	2325

Sec. 1705.61. (A) Absent an express agreement to the	2326
contrary, a person providing goods to or performing services for a	2327
limited liability company owes no duty to, incurs no liability or	2328
obligation to, and is not in privity with the members or creditors	2329
of the limited liability company by reason of providing goods to	2330
or performing services for the limited liability company.	2331

(B) Absent an express agreement to the contrary, a person	2332
providing goods to or performing services for a member or group of	2333
members of a limited liability company owes no duty to, incurs no	2334
liability or obligation to, and is not in privity with the limited	2335
liability company, any other members of the limited liability	2336
company, or the creditors of the limited liability company by	2337
reason of providing goods to or performing services for the member	2338
or group of members of the limited liability company.	2339

Section 2.  That existing sections 1701.13, 1701.56, 1701.59,	2340
1701.66, 1701.74, 1701.76, 1701.84, 1701.85, 1701.86, 1701.87,	2341
1701.88, 1701.89, 1701.90, 1701.91, 1701.911, 1702.12, 1702.30,	2342
1705.01, 1705.18, 1705.19, 1705.29, 1705.47, and 1705.61 of the	2343
Revised Code are hereby repealed.	2344

Section 3.  Nothwithstanding any other provision of Chapter	2345
1701. of the Revised Code to the contrary, the provisions of	2346
division (B)(2) of section 1701.88 of the Revised Code, as amended	2347
by this act, shall only apply to causes of action arising on or	2348
after the effective date of this act.	2349