As Introduced

130th General Assembly Regular Session 2013-2014

S. B. No. 202

Senators Obhof, Kearney 

Cosponsor: Senator Seitz 

---

A BILL

To amend sections 1701.01, 1701.11, 1701.71, 1704.01,

1

and 1704.05 of the Revised Code to provide

2

exceptions to the applicability of the Control

3

Share Acquisition Act, to require board approval

4

for Act opt-out amendments of a corporation's

5

regulations or articles of incorporation, and to

6

apply a three-year look-back period to ownership

7

of shares for purposes of determining

8

applicability of certain shareholder transaction

9

laws.

10

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

Section 1. That sections 1701.01, 1701.11, 1701.71, 1704.01,	11
and 1704.05 of the Revised Code be amended to read as follows:	12

Sec. 1701.01.  As used in sections 1701.01 to 1701.98 of the	13
Revised Code, unless the context otherwise requires:	14

(A) "Corporation" or "domestic corporation" means a	15
corporation for profit formed under the laws of this state.	16

(B) "Foreign corporation" means a corporation for profit	17
formed under the laws of another state, and "foreign entity" means	18
an entity formed under the laws of another state.	19

(C) "State" means the United States; any state, territory,	20
insular possession, or other political subdivision of the United	21
States, including the District of Columbia; any foreign country or	22
nation; and any province, territory, or other political	23
subdivision of such foreign country or nation.	24

(D) "Articles" includes original articles of incorporation,	25
certificates of reorganization, amended articles, and amendments	26
to any of these, and, in the case of a corporation created before	27
September 1, 1851, the special charter and any amendments to it	28
made by special act of the general assembly or pursuant to general	29
law.	30

(E) "Incorporator" means a person who signed the original	31
articles of incorporation.	32

(F) "Shareholder" means a person whose name appears on the	33
books of the corporation as the owner of shares of the	34
corporation. Unless the articles, the regulations adopted by the	35
shareholders, the regulations adopted by the directors pursuant to	36
division (A)(1) of section 1701.10 of the Revised Code, or the	37
contract of subscription otherwise provides, "shareholder"	38
includes a subscriber to shares, whether the subscription is	39
received by the incorporators or pursuant to authorization by the	40
directors, and such shares shall be deemed to be outstanding	41
shares.	42

(G) "Person" includes, without limitation, a natural person,	43
a corporation, whether nonprofit or for profit, a partnership, a	44
limited liability company, an unincorporated society or	45
association, and two or more persons having a joint or common	46
interest.	47

(H) The location of the "principal office" of a corporation	48
is the place named as the principal office in its articles.	49

(I) The "express terms" of shares of a class are the	50
statements expressed in the articles with respect to such shares.	51

(J) Shares of a class are "junior" to shares of another class	52
when any of their dividend or distribution rights are subordinate	53
to, or dependent or contingent upon, any right of, or dividend on,	54
or distribution to, shares of such other class.	55

(K) "Treasury shares" means shares belonging to the	56
corporation and not retired that have been either issued and	57
thereafter acquired by the corporation or paid as a dividend or	58
distribution in shares of the corporation on treasury shares of	59
the same class; such shares shall be deemed to be issued, but they	60
shall not be considered as an asset or a liability of the	61
corporation, or as outstanding for dividend or distribution,	62
quorum, voting, or other purposes, except, when authorized by the	63
directors, for dividends or distributions in authorized but	64
unissued shares of the corporation of the same class.	65

(L) To "retire" a share means to restore it to the status of	66
an authorized but unissued share.	67

(M) "Redemption price of shares" means the amount required by	68
the articles to be paid on redemption of shares.	69

(N) "Liquidation price" means the amount or portion of assets	70
required by the articles to be distributed to the holders of	71
shares of any class upon dissolution, liquidation, merger, or	72
consolidation of the corporation, or upon sale of all or	73
substantially all of its assets.	74

(O) "Insolvent" means that the corporation is unable to pay	75
its obligations as they become due in the usual course of its	76
affairs.	77

(P) "Parent corporation" or "parent" means a domestic or	78
foreign corporation that owns and holds of record shares of	79
another corporation, domestic or foreign, entitling the holder of	80
the shares at the time to exercise a majority of the voting power	81
in the election of the directors of the other corporation without	82
regard to voting power that may thereafter exist upon a default,	83
failure, or other contingency; "subsidiary corporation" or	84
"subsidiary" means a domestic or foreign corporation of which	85
another corporation, domestic or foreign, is the parent.	86

(Q) "Combination" means a transaction, other than a merger or	87
consolidation, wherein either of the following applies:	88

(1) Voting shares of a domestic corporation are issued or	89
transferred in consideration in whole or in part for the transfer	90
to itself or to one or more of its subsidiaries, domestic or	91
foreign, of all or substantially all the assets of one or more	92
corporations, domestic or foreign, with or without good will or	93
the assumption of liabilities;	94

(2) Voting shares of a foreign parent corporation are issued	95
or transferred in consideration in whole or in part for the	96
transfer of such assets to one or more of its domestic	97
subsidiaries.	98

"Transferee corporation" in a combination means the	99
corporation, domestic or foreign, to which the assets are	100
transferred, and "transferor corporation" in a combination means	101
the corporation, domestic or foreign, transferring such assets and	102
to which, or to the shareholders of which, the voting shares of	103
the domestic or foreign corporation are issued or transferred.	104

(R) "Majority share acquisition" means the acquisition of	105
shares of a corporation, domestic or foreign, entitling the holder	106
of the shares to exercise a majority of the voting power in the	107
election of directors of such corporation without regard to voting	108
power that may thereafter exist upon a default, failure, or other	109
contingency, by either of the following:	110

(1) A domestic corporation in consideration in whole or in	111
part, for the issuance or transfer of its voting shares;	112

(2) A domestic or foreign subsidiary in consideration in	113
whole or in part for the issuance or transfer of voting shares of	114
its domestic parent.	115

(S) "Acquiring corporation" in a combination means the	116
domestic corporation whose voting shares are issued or transferred	117
by it or its subsidiary or subsidiaries to the transferor	118
corporation or corporations or the shareholders of the transferor	119
corporation or corporations; and "acquiring corporation" in a	120
majority share acquisition means the domestic corporation whose	121
voting shares are issued or transferred by it or its subsidiary in	122
consideration for shares of a domestic or foreign corporation	123
entitling the holder of the shares to exercise a majority of the	124
voting power in the election of directors of such corporation.	125

(T) When used in connection with a combination or a majority	126
share acquisition, "voting shares" means shares of a corporation,	127
domestic or foreign, entitling the holder of the shares to vote at	128
the time in the election of directors of such corporation without	129
regard to voting power which may thereafter exist upon a default,	130
failure, or other contingency.	131

(U) "An emergency" exists when the governor, or any other	132
person lawfully exercising the power and discharging the duties of	133
the office of governor, proclaims that an attack on the United	134
States or any nuclear, atomic, or other disaster has caused an	135
emergency for corporations, and such an emergency shall continue	136
until terminated by proclamation of the governor or any other	137
person lawfully exercising the powers and discharging the duties	138
of the office of governor.	139

(V) "Constituent corporation" means an existing corporation	140
merging into or into which is being merged one or more other	141
entities in a merger or an existing corporation being consolidated	142
with one or more other entities into a new entity in a	143
consolidation, whether any of the entities is domestic or foreign,	144
and "constituent entity" means any entity merging into or into	145
which is being merged one or more other entities in a merger, or	146
an existing entity being consolidated with one or more other	147
entities into a new entity in a consolidation, whether any of the	148
entities is domestic or foreign.	149

(W) "Surviving corporation" means the constituent domestic or	150
foreign corporation that is specified as the corporation into	151
which one or more other constituent entities are to be or have	152
been merged, and "surviving entity" means the constituent domestic	153
or foreign entity that is specified as the entity into which one	154
or more other constituent entities are to be or have been merged.	155

(X) "Close corporation agreement" means an agreement that	156
satisfies the three requirements of division (A) of section	157
1701.591 of the Revised Code.	158

(Y) "Issuing public corporation" means a domestic corporation	159
with fifty or more shareholders that has its principal place of	160
business, its principal executive offices, assets having	161
substantial value, or a substantial percentage of its assets	162
within this state, and as to which no valid close corporation	163
agreement exists under division (H) of section 1701.591 of the	164
Revised Code.	165

(Z)(1) "Control share acquisition" means the acquisition,	166
directly or indirectly, by any person of shares of an issuing	167
public corporation that, when added to all other shares of the	168
issuing public corporation in respect of which the person may	169
exercise or direct the exercise of voting power as provided in	170
this division, would entitle the person, immediately after the	171
acquisition, directly or indirectly, alone or with others, to	172
exercise or direct the exercise of the voting power of the issuing	173
public corporation in the election of directors within any of the	174
following ranges of such voting power:	175

(a) One-fifth or more but less than one-third of such voting	176
power;	177

(b) One-third or more but less than a majority of such voting	178
power;	179

(c) A majority or more of such voting power.

180

A bank, broker, nominee, trustee, or other person that	181
acquires shares in the ordinary course of business for the benefit	182
of others in good faith and not for the purpose of circumventing	183
section 1701.831 of the Revised Code shall, however, be deemed to	184
have voting power only of shares in respect of which such person	185
would be able, without further instructions from others, to	186
exercise or direct the exercise of votes on a proposed control	187
share acquisition at a meeting of shareholders called under	188
section 1701.831 of the Revised Code.	189

(2) The acquisition by any person of any shares of an issuing	190
public corporation does not constitute a control share acquisition	191
for the purpose of section 1701.831 of the Revised Code if the	192
acquisition was or is consummated in, results from, or is the	193
consequence of any of the following circumstances:	194

(a) Prior to November 19, 1982;

195

(b) Pursuant to a contract existing prior to November 19,	196
1982;	197

(c) By bequest or inheritance, by operation of law upon the	198
death of an individual, or by any other transfer without valuable	199
consideration, including a gift, that is made in good faith and	200
not for the purpose of circumventing section 1701.831 of the	201
Revised Code;	202

(d) Pursuant to the satisfaction of a pledge or other	203
security interest created in good faith and not for the purpose of	204
circumventing section 1701.831 of the Revised Code;	205

(e) Pursuant to a merger or consolidation adopted, or a	206
combination or majority share acquisition authorized, by vote of	207
the shareholders of the issuing public corporation in compliance	208
with section 1701.78, 1701.781, 1701.79, 1701.791, or 1701.83 of	209
the Revised Code, or pursuant to a merger adopted in compliance	210
with section 1701.802 of the Revised Code;	211

(f) The person's being entitled, immediately thereafter, to	212
exercise or direct the exercise of voting power of the issuing	213
public corporation in the election of directors within the same	214
range theretofore attained by that person either in compliance	215
with the provisions of section 1701.831 of the Revised Code or as	216
a result solely of the issuing public corporation's purchase of	217
shares issued by it;	218

(g) The person being engaged in business as an underwriter of	219
securities who acquires the shares directly from the issuing	220
public corporation or an affiliate or associate of the issuing	221
public corporation through its participation in good faith in a	222
firm commitment underwriting registered under the "Securities Act	223
of 1933," 15 U.S.C. 77a et seq., and not for the purpose of	224
circumventing section 1701.831 of the Revised Code;	225

(h) Pursuant to an acquisition of shares of an issuing public	226
corporation if the acquisition has been approved by the board of	227
directors of the issuing public corporation prior to the	228
acquisition.	229

The acquisition by any person of shares of an issuing public	230
corporation in a manner described under division (Z)(2) of this	231
section shall be deemed a control share acquisition authorized	232
pursuant to section 1701.831 of the Revised Code within the range	233
of voting power under division (Z)(1)(a), (b), or (c) of this	234
section that such person is entitled to exercise after the	235
acquisition, provided, in the case of an acquisition in a manner	236
described under division (Z)(2)(c) or (d) of this section, the	237
transferor of shares to such person had previously obtained any	238
authorization of shareholders required under section 1701.831 of	239
the Revised Code in connection with the transferor's acquisition	240
of shares of the issuing public corporation.	241

(3) The acquisition of shares of an issuing public	242
corporation in good faith and not for the purpose of circumventing	243
section 1701.831 of the Revised Code from any person whose control	244
share acquisition previously had been authorized by shareholders	245
in compliance with section 1701.831 of the Revised Code, or from	246
any person whose previous acquisition of shares of an issuing	247
public corporation would have constituted a control share	248
acquisition but for division (Z)(2) or (3) of this section, does	249
not constitute a control share acquisition for the purpose of	250
section 1701.831 of the Revised Code unless such acquisition	251
entitles the person making the acquisition, directly or	252
indirectly, alone or with others, to exercise or direct the	253
exercise of voting power of the corporation in the election of	254
directors in excess of the range of voting power authorized	255
pursuant to section 1701.831 of the Revised Code, or deemed to be	256
so authorized under division (Z)(2) of this section.	257

(AA) "Acquiring person" means any person who has delivered an	258
acquiring person statement to an issuing public corporation	259
pursuant to section 1701.831 of the Revised Code.	260

(BB) "Acquiring person statement" means a written statement	261
that complies with division (B) of section 1701.831 of the Revised	262
Code.	263

(CC)(1) "Interested shares" means the shares of an issuing	264
public corporation in respect of which any of the following	265
persons may exercise or direct the exercise of the voting power of	266
the corporation in the election of directors:	267

(a) An acquiring person;

268

(b) Any officer of the issuing public corporation elected or	269
appointed by the directors of the issuing public corporation;	270

(c) Any employee of the issuing public corporation who is	271
also a director of such corporation;	272

(d) Any person that acquires such shares for valuable	273
consideration during the period beginning with the date of the	274
first public disclosure of a proposal for, or expression of	275
interest in, a control share acquisition of the issuing public	276
corporation; a transaction pursuant to section 1701.76, 1701.78,	277
1701.781, 1701.79, 1701.791, 1701.83, or 1701.86 of the Revised	278
Code that involves the issuing public corporation or its assets;	279
or any action that would directly or indirectly result in a change	280
in control of the issuing public corporation or its assets, and	281
ending on the record date established by the directors pursuant to	282
section 1701.45 and division (D) of section 1701.831 of the	283
Revised Code, if either of the following applies:	284

(i) The aggregate consideration paid or given by the person	285
who acquired the shares, and any other persons acting in concert	286
with the person, for all such shares exceeds two hundred fifty	287
thousand dollars;	288

(ii) The number of shares acquired by the person who acquired	289
the shares, and any other persons acting in concert with the	290
person, exceeds one-half of one per cent of the outstanding shares	291
of the corporation entitled to vote in the election of directors.	292

(e) Any person that transfers such shares for valuable	293
consideration after the record date described in division	294
(CC)(1)(d) of this section as to shares so transferred, if	295
accompanied by the voting power in the form of a blank proxy, an	296
agreement to vote as instructed by the transferee, or otherwise.	297

(2) If any part of this division is held to be illegal or	298
invalid in application, the illegality or invalidity does not	299
affect any legal and valid application thereof or any other	300
provision or application of this division or section 1701.831 of	301
the Revised Code that can be given effect without the invalid or	302
illegal provision, and the parts and applications of this division	303
are severable.	304

(DD) "Certificated security" and "uncertificated security"	305
have the same meanings as in section 1308.01 of the Revised Code.	306

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

307

(1) A for profit corporation existing under the laws of this	308
state or any other state;	309

(2) Any of the following organizations existing under the	310
laws of this state, the United States, or any other state:	311

(a) A business trust or association;

312

(b) A real estate investment trust;

313

(c) A common law trust;

314

(d) An unincorporated business or for profit organization,	315
including a general or limited partnership;	316

(e) A limited liability company;

317

(f) A nonprofit corporation.

318

Sec. 1701.11.  (A)(1) Regulations for the government of a	319
corporation, the conduct of its affairs, and the management of its	320
property, consistent with law and the articles, may be adopted,	321
amended, or repealed in any of the following ways:	322

(a) Within ninety days after the corporation is formed, by	323
the directors in accordance with division (A)(1) of section	324
1701.10 of the Revised Code;	325

(b) By the shareholders at a meeting held for that purpose,	326
by the affirmative vote of the holders of shares entitling them to	327
exercise a majority of the voting power of the corporation on the	328
proposal, or if the articles or regulations that have been adopted	329
so provide, by the affirmative vote of the holders entitling them	330
to exercise a greater proportion than a majority of the voting	331
power of the corporation on the proposal;	332

(c) Without a meeting, by the written consent of the holders	333
of shares entitling them to exercise two-thirds of the voting	334
power of the corporation on the proposal, or if the articles or	335
regulations that have been adopted so provide or permit, by the	336
written consent of the holders of shares entitling them to	337
exercise a greater or lesser proportion but not less than a	338
majority of the voting power of the corporation on the proposal;	339

(d) If and to the extent that the articles or regulations so	340
provide or permit and unless a provision of the Revised Code	341
reserves such authority to shareholders, by the directors,	342
provided that no provision or permission in the articles or	343
regulations may divest shareholders of the power, or limit the	344
shareholders' power, to adopt, amend, or repeal regulations.	345

(2) Any amendment of regulations and any amended or new	346
regulations adopted by shareholders of an issuing public	347
corporation whose directors are classified pursuant to section	348
1701.57 of the Revised Code that would change or eliminate the	349
classification of directors shall be adopted only by the	350
shareholders at a meeting held for that purpose, by the	351
affirmative vote of holders of shares entitling them to exercise	352
the voting power of the corporation that is required for	353
shareholders at a meeting under division (A)(1)(b) of this	354
section, and also by the affirmative vote of the holders of a	355
majority of disinterested shares voted on the proposal determined	356
as specified in division (C)(9) of section 1704.01 of the Revised	357
Code.	358

(3) Any amendment of regulations and any amended or new	359
regulations adopted by shareholders of an issuing public	360
corporation that would provide that section 1701.831 of the	361
Revised Code does not apply to control share acquisitions of	362
shares of the public corporation shall be adopted:	363

(a) Upon the recommendation by the affirmative vote of a	364
majority of the authorized number of directors of the issuing	365
public corporation in favor of such amendment or new regulation;	366
and	367

(b) By the shareholders at a meeting held for that purpose,	368
by the affirmative vote of holders of shares entitling them to	369
exercise the voting power of the corporation that is required for	370
shareholders at a meeting under division (A)(1)(b) of this	371
section.	372

(B) Without limiting the generality of the authority	373
described in division (A) of this section, the regulations may	374
include provisions with respect to all of the following:	375

(1) The place, if any, and time for holding, the manner of	376
and authority for calling, giving notice of, and conducting, and	377
the requirements of a quorum for, meetings of shareholders;	378

(2) The taking of a record of shareholders or the temporary	379
closing of books against transfers of shares;	380

(3) The number, classification, manner of fixing or changing	381
the number, qualifications, term of office, and compensation or	382
manner of fixing compensation, of directors;	383

(4) The place, if any, and time for holding, the manner of	384
and authority for calling, giving notice of, and conducting, and	385
the requirements of a quorum for, meetings of the directors;	386

(5) The appointment of an executive and other committees of	387
the directors, and their authority;	388

(6) The titles, qualifications, duties, term of office,	389
compensation or manner of fixing compensation, and the removal, of	390
officers;	391

(7) The terms on which new certificates for shares may be	392
issued in the place of lost, stolen, or destroyed certificates;	393

(8) The manner in which and conditions upon which a	394
certificated security, and the conditions upon which an	395
uncertificated security, and the shares represented by a	396
certificated or uncertificated security, may be transferred,	397
restrictions on the right to transfer the shares, and reservations	398
of liens on the shares;	399

(9)(a) Restrictions on the transfer and the right to transfer	400
shares of either of the following:	401

(i) An issuing public corporation to any person in a control	402
share acquisition;	403

(ii) A corporation with fifty or more shareholders to any	404
person in an acquisition that would be a control share acquisition	405
if the corporation were an issuing public corporation.	406

(b) The restrictions on the transfer and the right to	407
transfer shares described in division (B)(9)(a)(i) and (ii) of	408
this section may include requirements and procedures for consent	409
to an acquisition of the shares by directors based on a	410
determination by the directors of the best interests of the	411
corporation and its shareholders, consent to an acquisition of the	412
shares by shareholders, and reasonable sanctions for a violation	413
of those requirements, including the right of the corporation to	414
refuse to transfer, to redeem, or to deny voting or other	415
shareholder rights appurtenant to shares acquired in an	416
acquisition of the shares.	417

(10) Defining, limiting, or regulating the exercise of the	418
authority of the corporation, the directors, or the officers;	419

(11) Defining, limiting, or regulating the exercise of the	420
authority of the shareholders; provided, that any amendment of the	421
regulations that would change or eliminate any such provision	422
shall be adopted only by the shareholders.	423

(C) The shareholders of a corporation may adopt and may	424
authorize the directors to adopt, either before or during an	425
emergency, as that term is defined in division (U) of section	426
1701.01 of the Revised Code, emergency regulations that shall be	427
operative only during an emergency. The emergency regulations may	428
include any provisions that are authorized to be included in	429
regulations by divisions (A) and (B) of this section. In addition,	430
unless expressly prohibited by the articles or the regulations,	431
the emergency regulations may make any provision, notwithstanding	432
any different provisions in this chapter and notwithstanding any	433
different provisions in the articles or the regulations that are	434
not expressly stated to be operative during an emergency, that may	435
be practical or necessary with respect to the following:	436

(1) The place, if any, and time for holding, the manner of	437
and authority for calling, giving notice of, and conducting, and	438
the requirements of a quorum for, meetings of the directors;	439

(2) The creation and appointment of an executive and other	440
committees of the directors and the delegation of authority to the	441
committees by the board;	442

(3) The creation, existence, and filling of vacancies,	443
including temporary vacancies, in the office of director;	444

(4) The selection, by appointment, election, or otherwise, of	445
officers and other persons to serve as directors for a meeting of	446
the board in the absence from the meeting of one or more of the	447
directors;	448

(5) The creation, existence, and filling of vacancies,	449
including temporary vacancies, in any office;	450

(6) The order of rank and the succession to the duties and	451
authority of officers.	452

(D)(1) Unless the corporation complies with division (D)(2)	453
of this section, if the regulations are amended or new regulations	454
are adopted other than by the shareholders at a meeting held for	455
that purpose, the secretary of the corporation shall send a copy	456
of the amendment or the new regulations by mail, overnight	457
delivery service, or any other means of communication authorized	458
by the shareholder to whom a copy of the amendment or new	459
regulations is sent, to each shareholder of record as of the date	460
of the adoption of the amendment or the new regulations.	461

(2) Any corporation that files periodic reports with the	462
United States securities and exchange commission pursuant to	463
section 13 of the "Securities Exchange Act of 1934," 48 Stat. 881,	464
15 U.S.C. 78m, as amended, or section 15(d) of the "Securities	465
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d), as amended,	466
may satisfy the notice to shareholders of record requirement of	467
division (D)(1) of this section by including a copy of the	468
amendment or the new regulations in a report filed in accordance	469
with those sections within twenty days after the adoption of the	470
amendment or the new regulations.	471

(E) No person dealing with the corporation shall be charged	472
with constructive notice of the regulations.	473

(F) Unless expressly prohibited by the articles or the	474
regulations or unless otherwise provided by the emergency	475
regulations, the following special rules shall be applicable	476
during an emergency notwithstanding any different provision	477
elsewhere in this chapter:	478

(1) Meetings of the directors may be called by any officer or	479
director.	480

(2) Notice of the time and place of each meeting of the	481
directors shall be given to such of the directors as it may be	482
feasible to reach at the time and by the means of communication,	483
written or oral, personal or mass, as may be practicable at the	484
time.	485

(3) The director or directors present at any meeting of the	486
directors that has been duly called and notice of which has been	487
duly given shall constitute a quorum for the meeting, and, in the	488
absence of one or more of the directors, the director or directors	489
present may appoint one or more of the officers of the corporation	490
directors for the meeting.	491

(4) If none of the directors attends a meeting of the	492
directors that has been duly called and notice of which has been	493
duly given, the officers of the corporation who are present, not	494
exceeding three, in order of rank, shall be directors for the	495
meeting, shall constitute a quorum for the meeting, and may	496
appoint one or more of the other officers of the corporation	497
directors for the meeting.	498

(5) If the chief executive officer dies, is missing, or for	499
any other reason is temporarily or permanently incapable of	500
discharging the duties of the office, the next ranking officer who	501
is available shall assume the duties and authority of the office	502
of the deceased, missing, or incapacitated chief executive officer	503
until such time as the directors otherwise order.	504

(6) The offices of secretary and treasurer shall be deemed to	505
be of equal rank, and, within the same office and as between the	506
offices of secretary and treasurer, rank shall be determined by	507
priority in time of the first election to the office or, if two or	508
more persons have been first elected to the office at the same	509
time, by seniority in age.	510

Sec. 1701.71.  (A)(1)(a) Except as otherwise provided in this	511
divisiondivisions (A)(1)(b), (c), and (d) of this section or	512
division (A)(2) of this section, the shareholders, at a meeting	513
held for that purpose, may adopt an amendment, including any	514
amendment that could be adopted by the directors, by the	515
affirmative vote of the holders of shares entitling them to	516
exercise two-thirds of the voting power of the corporation on the	517
proposal or, if the articles provide or permit, by the affirmative	518
vote of a greater or lesser proportion, but not less than a	519
majority, of such voting power, and by the affirmative vote of the	520
holders of shares of any particular class that is required by the	521
articles. Any	522

(b) Any amendment that would change or eliminate the	523
classification of directors of an issuing public corporation whose	524
directors are classified pursuant to section 1701.57 of the	525
Revised Code shall be adopted by the shareholders only at a	526
meeting expressly held for that purpose, by the affirmative votes	527
required under this division (A)(1)(a) of this section, and also	528
by the affirmative vote of the holders of at least a majority of	529
disinterested shares voted on the proposal determined as specified	530
in division (C)(9) of section 1704.01 of the Revised Code. If	531

(c) Any amendment that would provide that section 1701.831 of	532
the Revised Code does not apply to control share acquisitions of	533
shares of an issuing public corporation shall be adopted:	534

(i) Upon the recommendation by the affirmative vote of a	535
majority of the authorized number of directors of the issuing	536
public corporation in favor of such amendment; and	537

(ii) By the shareholders only at a meeting expressly held for	538
the purpose, by the affirmative votes required under division	539
(A)(1)(a) of this section.	540

(d) If, at the time an amendment to eliminate cumulative	541
voting rights permitted by division (B)(10) of section 1701.69 of	542
the Revised Code is acted upon by the shareholders, a corporation	543
does not have issued and outstanding shares that are listed on a	544
national securities exchange or are regularly quoted in an	545
over-the-counter market by one or more members of a national or	546
affiliated securities association, that amendment shall not be	547
adopted if the votes of a sufficient number of shares are cast	548
against the amendment that, if cumulatively voted at an election	549
of all the directors, or all the directors of a particular class,	550
as the case may be, would at the time the amendment is acted upon	551
by the shareholders be sufficient to elect at least one director.	552

(2) Whenever under division (B) of this section the holders	553
of shares of any particular class are entitled to vote as a class	554
on the adoption of an amendment, the amendment, in order to be	555
adopted, must receive the affirmative vote of the holders of at	556
least two-thirds of the shares of that class or, if the articles	557
provide or permit, a greater or lesser proportion, but not less	558
than a majority, of the shares of that class. If the proposed	559
amendment would authorize any particular corporate action that,	560
under any applicable provision of law or under the existing	561
articles, could be authorized only by or pursuant to a specified	562
vote of shareholders, the amendment, in order to be adopted, must	563
receive the affirmative vote so specified.	564

(B) Regardless of limitations or restrictions in the articles	565
on the voting rights of the shares of any class, the holders of	566
shares of a particular class, and in the cases specified in	567
divisions (B)(6), (7), and (8) of this section the holders of	568
shares of every class, shall be entitled to vote as a class on the	569
adoption of an amendment that does any of the following:	570

(1) Increases or decreases the par value of the issued shares	571
of the particular class, except in the case of an amendment to the	572
articles adopted by the directors pursuant to division (B)(10) of	573
section 1701.70 of the Revised Code;	574

(2) Changes issued shares of the particular class, whether	575
with or without par value, into a lesser number of shares of the	576
same class or into the same or a different number of shares of any	577
other class, with or without par value, previously or then	578
authorized;	579

(3) Changes the express terms, or adds express terms, of the	580
shares of the particular class in any manner substantially	581
prejudicial to the holders of the shares;	582

(4) Changes the express terms of issued shares of any class	583
senior to the particular class in any manner substantially	584
prejudicial to the holders of shares of the particular class;	585

(5) Authorizes shares of another class that are convertible	586
into, or authorizes the conversion of shares of another class	587
into, shares of the particular class, or authorizes the directors	588
to fix or alter conversion rights of shares of another class that	589
are convertible into shares of the particular class; provided,	590
however, both of the following apply:	591

(a) The failure to obtain the shareholders' approval only	592
prevents the conversion of the shares until the shareholders'	593
approval is obtained and does not otherwise affect the	594
authorization or any other express terms of the shares;	595

(b) The articles may provide that no vote of the holders of	596
common shares, as a class, is required in connection with the	597
authorization of shares of any class that are convertible into	598
common shares.	599

(6) Provides, in the case of an amendment described in	600
division (B)(1) or (2) of this section, that the stated capital of	601
the corporation shall be reduced or eliminated as a result of the	602
amendment, or provides, in the case of an amendment described in	603
division (B)(5) of this section, that the stated capital of the	604
corporation shall be reduced or eliminated upon the exercise of	605
such conversion rights, provided that any reduction or elimination	606
is consistent with section 1701.30 of the Revised Code;	607

(7) Changes substantially the purposes of the corporation, or	608
provides that a subsequent amendment to the articles may be	609
adopted that changes substantially the purposes of the	610
corporation;	611

(8) Changes a corporation into a nonprofit corporation.

612

(C) An amendment that changes a corporation into a nonprofit	613
corporation shall contain a statement of purposes proper in the	614
case of a nonprofit corporation and a statement that, after the	615
effective date of the amendment, the corporation shall be subject	616
to the provisions of the Revised Code relating to nonprofit	617
corporations. In the case of a corporation formed on or after June	618
9, 1927, the amendment also shall provide for the cancellation of	619
all outstanding shares and the terms and considerations, if any,	620
for the cancellation. In the case of a corporation formed prior to	621
June 9, 1927, the amendment may provide for the cancellation of	622
outstanding shares, but if it does not so provide, the amendment	623
shall contain a provision forbidding the payment of dividends or	624
distributions on any shares after the effective date of the	625
amendment.	626

Sec. 1704.01.  As used in this chapter, unless the context	627
otherwise requires:	628

(A) "Corporation," "domestic corporation," "foreign	629
corporation," "state," "articles," "shareholder," "person,"	630
"principal office," "express terms," "treasury shares," "parent	631
corporation," "parent," "subsidiary corporation," "subsidiary,"	632
"combination," "transferee corporation," "majority share	633
acquisition," "acquiring corporation," "voting shares" when used	634
in connection with a combination or majority share acquisition,	635
"constituent corporation," "surviving corporation," "close	636
corporation agreement," and "issuing public corporation" have the	637
same meanings as in section 1701.01 of the Revised Code.	638

(B) "Chapter 1704. transaction" means any of the following:

639

(1) A merger, consolidation, combination, or majority share	640
acquisition between or involving an issuing public corporation or	641
any subsidiary of an issuing public corporation and any of the	642
following:	643

(a) An interested shareholder;

644

(b) A person, partnership, corporation, or other entity,	645
however organized, whether or not it is an interested shareholder,	646
that is, or after the merger, consolidation, combination, or	647
majority share acquisition would be, an affiliate or associate of	648
an interested shareholder.	649

(2)(a) Subject to the exception in division (B)(2)(b) of this	650
section, a purchase, lease, sale, distribution, dividend,	651
exchange, mortgage, pledge, transfer, or other disposition of	652
assets, directly or indirectly owned or controlled by the issuing	653
public corporation, by, to, with, or for the benefit of an	654
interested shareholder or an affiliate or associate of an	655
interested shareholder in one or more transactions, if, in any of	656
those transactions, the assets meet any of the following	657
conditions:	658

(i) The assets have an aggregate fair market value equal to	659
at least five per cent of the aggregate fair market value of all	660
the assets, determined on a consolidated basis, of the issuing	661
public corporation;	662

(ii) The assets have an aggregate fair market value equal to	663
at least five per cent of the aggregate fair market value of all	664
the outstanding shares of the issuing public corporation;	665

(iii) The assets represent at least ten per cent of the	666
earning power or income of the issuing public corporation,	667
determined on a consolidated after-tax basis and after excluding	668
any transaction other than in the ordinary course of business.	669

(b) One or more transactions in the ordinary course of	670
business of an issuing public corporation on terms no more	671
favorable to the interested shareholder than those acceptable to	672
third parties, as shown by contemporaneous transactions, is not a	673
Chapter 1704. transaction under division (B)(2)(a) of this	674
section.	675

(3)(a) Subject to the exception in division (B)(3)(b) of this	676
section, a purchase, lease, sale, exchange, transfer, or other	677
disposition of assets directly or indirectly owned or controlled	678
by the interested shareholder or an affiliate or associate of the	679
interested shareholder, by, to, with, or for the benefit of the	680
issuing public corporation in one or more transactions, if, in any	681
of those transactions, the assets meet any of the conditions set	682
forth in division (B)(2)(a)(i), (ii), or (iii) of this section.	683

(b) One or more transactions in the ordinary course of	684
business of an issuing public corporation on terms no more	685
favorable to the interested shareholder than those acceptable to	686
third parties, as shown by contemporaneous transactions, is not a	687
Chapter 1704. transaction under division (B)(3)(a) of this	688
section.	689

(4) The issuance or transfer to an interested shareholder or	690
an associate or affiliate of an interested shareholder of any	691
shares, or of any rights to acquire shares, of the issuing public	692
corporation or a subsidiary of the issuing public corporation by	693
the issuing public corporation or a subsidiary of the issuing	694
public corporation, in one or more transactions, if the shares, or	695
the rights, have an aggregate fair market value equal to at least	696
five per cent of the aggregate fair market value of all the	697
outstanding shares of the issuing public corporation and if the	698
shares, or the rights, are not issued or transferred pursuant to	699
the exercise of warrants, rights, or options to purchase that have	700
been issued, or pursuant to a dividend paid or a distribution	701
made, proportionately to all shareholders of the issuing public	702
corporation.	703

(5) The adoption of a plan or proposal for the dissolution,	704
winding up of the affairs, or liquidation of the issuing public	705
corporation that is proposed by, on behalf of, or pursuant to a	706
written or unwritten agreement, arrangement, or understanding with	707
an interested shareholder or an affiliate or associate of an	708
interested shareholder.	709

(6) Any of the following, if the direct or indirect effect is	710
to increase the proportionate share of the outstanding shares of	711
the issuing public corporation or a subsidiary of the issuing	712
public corporation beneficially owned by an interested shareholder	713
or an affiliate or associate of an interested shareholder, unless	714
the increase is the result of immaterial changes due to fractional	715
share adjustments:	716

(a) A reclassification of securities, including a share	717
split, a share dividend or other distribution of shares, or a	718
reverse share split;	719

(b) A recapitalization of the issuing public corporation;

720

(c) A merger, consolidation, combination, or majority share	721
acquisition between or involving the issuing public corporation	722
and a subsidiary of the issuing public corporation;	723

(d) Any other transaction, whether or not with, into, or	724
involving the interested shareholder, that is proposed by, on	725
behalf of, or pursuant to a written or unwritten agreement,	726
arrangement, or understanding with the interested shareholder or	727
an affiliate or associate of the interested shareholder.	728

(7) Receipt by an interested shareholder or an affiliate or	729
associate of an interested shareholder of the direct or indirect	730
benefit of a loan, advance, pension or any other employee benefit	731
plan termination, guarantee, pledge, mortgage, security agreement,	732
financing statement, deed of trust, or other financial assistance,	733
or a tax credit or other tax advantage, provided by or through the	734
issuing public corporation or any subsidiary of the issuing public	735
corporation unless the interested shareholder receives the benefit	736
proportionately as a holder of shares of the issuing public	737
corporation.	738

(C) When used in connection with a Chapter 1704. transaction:

739

(1) "Affiliate" means a person that directly, or indirectly	740
through one or more intermediaries, controls, is controlled by, is	741
under common control with, or acts in concert with, a specified	742
person.	743

(2) "Announcement date" means the date of the first public	744
announcement of a definitive proposal for a Chapter 1704.	745
transaction.	746

(3) "Associate" of a person means any of the following:

747

(a) A corporation, partnership, or other entity, however	748
organized, of which the person is an officer, director, or partner	749
or is the beneficial owner of shares entitling that person to	750
exercise at least ten per cent of the voting power in the election	751
of the directors or other governing body of that corporation,	752
partnership, or other entity;	753

(b) A trust or other estate, including any employee stock	754
ownership or benefit plan, however designated, in which the person	755
has a substantial beneficial interest or as to which the person	756
serves as trustee or in a similar fiduciary capacity;	757

(c) A relative or spouse of the person, or a relative of the	758
spouse of the person, who has the same principal residence as the	759
person.	760

(4) "Beneficial owner" of shares means a person who, with	761
respect to particular shares, meets any of the following	762
conditions:	763

(a) The person directly or indirectly, alone or with others,	764
including affiliates or associates of that person, beneficially	765
owns the shares;	766

(b) The person directly or indirectly, alone or with others,	767
including affiliates or associates of that person, has the right,	768
whether exercisable immediately or only after the passage of time,	769
conditionally, unconditionally, or otherwise, to acquire the	770
shares pursuant to a written or unwritten agreement, arrangement,	771
or understanding or upon the exercise of conversion rights,	772
exchange rights, warrants, calls, options, or otherwise;	773

(c) The person directly or indirectly, alone or with others,	774
including affiliates or associates of that person, has the right	775
to vote or direct the voting of the shares pursuant to a written	776
or unwritten agreement, arrangement, or understanding;	777

(d) The person has a written or unwritten agreement,	778
arrangement, or understanding with another person who is directly	779
or indirectly a beneficial owner, or whose affiliates or	780
associates are direct or indirect beneficial owners, of the	781
shares, if the agreement, arrangement, or understanding is for the	782
purpose of the first person's or the other person's acquiring,	783
holding, disposing of, voting, or directing the voting of the	784
shares to or for the benefit of the first person. A bank, broker,	785
nominee, trustee, or other person who acquires shares for the	786
benefit of others in the ordinary course of business in good faith	787
and not for the purpose of circumventing the provisions of this	788
chapter shall, however, be deemed to be the beneficial owner only	789
of shares in respect of which that person, without further	790
instruction from others, holds voting power.	791

(5) "Consummation date" means the date on which consummation	792
of a Chapter 1704. transaction occurs.	793

(6) "Control," "controlled by," or "under common control	794
with" refers to the possession, directly or indirectly, of the	795
power to direct or cause the direction of the management and	796
policies of a person, whether through the exercise of or the	797
ability to exercise voting power, by contract, or otherwise,	798
except that "control" of a corporation is not established for	799
purposes of this division if a person, in good faith and not for	800
the purpose of circumventing the provisions of this chapter, holds	801
voting power as an agent, custodian, bank, broker, nominee, or	802
trustee for one or more beneficial owners who do not individually	803
or as a group have control of the corporation.	804

(7) "Exchange Act" means the "Securities Exchange Act of	805
1934," 48 Stat. 881, 15 U.S.C.A. 78a-78jj, as amended, and any	806
successor or replacement legislation and amendments to the	807
successor or replacement legislation.	808

(8) "Interested shareholder," with respect to an issuing	809
public corporation, means a person other than the issuing public	810
corporation, a subsidiary of that issuing public corporation, any	811
employee stock ownership or benefit plan of the issuing public	812
corporation or a subsidiary of that issuing public corporation, or	813
any trustee or fiduciary with respect to any such plan acting in	814
such capacity who ismeets either of the following criteria:	815

(a) Is the beneficial owner of a sufficient number of shares	816
of the issuing public corporation that, when added to all other	817
shares of the issuing public corporation in respect of which that	818
person may exercise or direct the exercise of voting power, would	819
entitle that person, directly or indirectly, alone or with others,	820
including affiliates and associates of that person, to exercise or	821
direct the exercise of ten per cent of the voting power of the	822
issuing public corporation in the election of directors after	823
taking into account all of that person's beneficially owned shares	824
that are not currently outstanding;	825

(b) At any time within the three-year period immediately	826
prior to the date on which it is sought to be determined whether	827
the person is an interested shareholder, was the beneficial owner	828
of a sufficient number of shares of the issuing public corporation	829
that, when added to all other shares of the issuing public	830
corporation in respect of which that person may have exercised or	831
directed the exercise of voting power at the time it beneficially	832
owned such shares, entitled that person, directly or indirectly,	833
alone or with others, including affiliates and associates of that	834
person, to exercise or direct the exercise of ten per cent of the	835
voting power of the issuing public corporation in election of	836
directors after taking into account all of the person's	837
beneficially owned shares that were not, at the time it	838
beneficially owned such shares, currently outstanding.	839

(9) "Disinterested shares" means voting shares beneficially	840
owned by any person not an interested shareholder or an affiliate	841
or associate of an interested shareholder.	842

(10) "Share acquisition date," with respect to any person,	843
means the date on which that person first becomes an interested	844
shareholder of an issuing public corporation.	845

(11) "Voting shares" means shares of a domestic or foreign	846
corporation, entitling the holder of the shares to vote at the	847
time in the election of directors of the corporation without	848
regard to the voting power represented by shares that thereafter	849
may exist upon a default, failure, or other contingency.	850

Sec. 1704.05.  This chapter does not apply to any of the	851
following:	852

(A) A Chapter 1704. transaction if on the interested	853
shareholder's share acquisition date, the issuing public	854
corporation, other than a bank as defined in section 1101.01 of	855
the Revised Code, did not have a class of voting shares registered	856
or traded on a national securities exchange or registered under	857
section 12(g) of the Exchange Act or was not required to file	858
periodic reports and information pursuant to section 15(d) of the	859
Exchange Act.	860

(B)(1) A Chapter 1704. transaction if the interested	861
shareholder was an interested shareholder on the date immediately	862
preceding the effective date of this section; except that this	863
chapter shall apply, and the share acquisition date shall be the	864
date, when the interested shareholder increases its beneficial	865
ownership of voting power of the issuing public corporation to a	866
proportion in excess of the proportion of voting power that the	867
interested shareholder beneficially owned on the date immediately	868
preceding the effective date of this section unless the interested	869
shareholder's subsequent increase in beneficial ownership results	870
from or is the consequence of any of the following circumstances:	871

(a) The increase is by bequest or inheritance, by operation	872
of law upon the death of any individual, or by any other transfer	873
without valuable consideration, including a gift, that is made in	874
good faith and not for the purpose of circumventing the provisions	875
of this chapter;	876

(b) The increase is pursuant to the satisfaction of a pledge	877
or other security interest created in good faith and not for the	878
purpose of circumventing the provisions of this chapter;	879

(c) The increase is the result solely of the purchase by the	880
issuing public corporation of shares issued by it;	881

(d) The increase is in accordance with approval by the	882
directors of the issuing public corporation before the increase	883
occurred.	884

(2) If this chapter would have applied to the increase of	885
beneficial ownership described in division (B)(1) of this section	886
but for the application of an exception described in division	887
(B)(1)(a), (b), (c), or (d) of this section, this chapter shall	888
apply if the interested shareholder's subsequent increase in its	889
proportion of beneficial ownership is not the result or a	890
consequence of any of the circumstances described in division	891
(B)(1)(a), (b), (c), or (d) of this section.	892

(C) A Chapter 1704. transaction if the interested shareholder	893
was an interested shareholder on the date immediately preceding	894
the effective date of this section and inadvertently increases its	895
beneficial ownership of voting power of the issuing public	896
corporation to a proportion in excess of the proportion of voting	897
power that the interested shareholder beneficially owned on the	898
date immediately preceding the effective date of this section,	899
provided that, as soon as practicable, the interested shareholder	900
divests itself of beneficial ownership of a sufficient number of	901
voting shares of the issuing public corporation that the	902
interested shareholder is no longer the beneficial owner of a	903
proportion of voting power in excess of the proportion of voting	904
power that the interested shareholder beneficially owned on the	905
date immediately preceding the effective date of this section.	906

(D)(1) A Chapter 1704. transaction if a person becomes an	907
interested shareholder through an acquisition of voting shares	908
that resulted from or was the consequence of any of the	909
circumstances described in division (B)(1)(a), (b), (c), or (d) of	910
this section, except that this chapter shall apply, and the share	911
acquisition date shall be the date, when the interested	912
shareholder increases its beneficial ownership of voting power of	913
the issuing public corporation to a proportion in excess of the	914
proportion of voting power that the interested shareholder	915
beneficially owned on the date on which it became an interested	916
shareholder unless the interested shareholder's subsequent	917
increase in beneficial ownership results from or is a consequence	918
of any of the circumstances described in division (B)(1)(a), (b),	919
(c), or (d) of this section.	920

(2) If this chapter would have applied to the acquisition of	921
voting shares described in division (D)(1) of this section but for	922
the application of an exception described in division (B)(1)(a),	923
(b), (c), or (d) of this section, this chapter shall apply if the	924
interested shareholder's subsequent increase in its proportion of	925
beneficial ownership is not the result or a consequence of any of	926
the circumstances described in division (B)(1)(a), (b), (c), or	927
(d) of this section.	928

(E) A Chapter 1704. transaction if a person became an	929
interested shareholder inadvertently, provided that, as soon as	930
practicable, the person divests itself of beneficial ownership of	931
a sufficient number of voting shares of the issuing public	932
corporation that the person no longer is an interested	933
shareholder.	934

(F)(1) Subject to division (F)(2) of this section, a Chapter	935
1704. transaction if the original articles of the issuing public	936
corporation state, or if the articles of the issuing public	937
corporation have been amended in compliance with the provisions of	938
section 1701.70, 1701.71, or 1701.72 of the Revised Code to state,	939
by specific reference to this chapter, that this chapter does not	940
apply to the corporation and if any of the following applies:	941

(a) The corporation had fewer than fifty shareholders or was	942
not an issuing public corporation when the statement initially was	943
set forth in the articles.	944

(b) No shareholder of the corporation qualified as an	945
interested shareholder when the statement was initially set forth	946
in the articles.	947

(c) The statement was contained in an amendment to the	948
articles and the amendment was approved, upon the recommendation	949
by the affirmative vote of a majority of the authorized number of	950
directors of the corporation in favor of such amendment, by the	951
holders of two-thirds of all outstanding shares of the corporation	952
entitled to vote in the election of directors and by the holders	953
of two-thirds of all outstanding disinterested shares of the	954
acquiring public corporation entitled to vote in the election of	955
directors.	956

(2) If, however, a Chapter 1704. transaction would have been	957
prohibited but for the adoption of an amendment to the articles in	958
compliance with division (F)(1)(b) or (c) of this section, the	959
issuing public corporation shall not engage in a Chapter 1704.	960
transaction for twelve months following the adoption of the	961
amendment; in addition, if this chapter would have applied to a	962
person who became an interested shareholder prior to the adoption	963
of such an amendment, this chapter shall continue to apply to a	964
Chapter 1704. transaction between the issuing public corporation	965
and the interested shareholder as if the amendment had not been	966
adopted.	967

(G) A Chapter 1704. transaction between an acquiring public	968
corporation and any employee benefit plan, or any trust under any	969
employee benefit plan, established by the issuing public	970
corporation, and any distribution or payment made by the employee	971
benefit plan or trust to any beneficiary.	972

(H) A Chapter 1704. transaction that involves any acquisition	973
of securities of an issuing public corporation pursuant to an	974
employee stock option plan, an employee stock purchase plan, an	975
employee stock bonus plan, an employee stock ownership plan, or	976
any similar plan designed to benefit one or more employees	977
established by the issuing public corporation, provided the	978
acquisition of the securities and the establishment of, any	979
amendment to, and the administration of the plan are in good faith	980
and not for the purpose of circumventing the provisions of this	981
chapter.	982

(I) A Chapter 1704. transaction that involves compensation	983
directly or indirectly received by a director, officer, employee,	984
agent, or independent contractor of an issuing public corporation	985
in return for services rendered or to be rendered to the issuing	986
public corporation, provided the payment of the compensation and	987
the services rendered, or to be rendered, are in good faith and	988
not for the purpose of circumventing the provisions of this	989
chapter.	990

(J) A Chapter 1704. transaction that involves any loan of	991
money or property of an issuing public corporation to a director,	992
officer, employee, agent, or independent contractor of the issuing	993
public corporation, provided the loan is designed to encourage the	994
rendering of needed, valuable, and efficient services to the	995
issuing public corporation and provided the loan is made and the	996
services are rendered, or are to be rendered, in good faith and	997
not for the purpose of circumventing the provisions of this	998
chapter.	999

(K) A Chapter 1704. transaction in which an issuing public	1000
corporation makes a loan of money or other property to, guarantees	1001
any loan of money or other property to, or guarantees any	1002
obligation of, an employee stock ownership plan, as defined in	1003
Section 4975(e)(7) of the "Internal Revenue Code of 1986," 68A	1004
Stat. 3, 26 U.S.C.A. 1, as amended, of the issuing public	1005
corporation.	1006

Section 2. That existing sections 1701.01, 1701.11, 1701.71,	1007
1704.01, and 1704.05 of the Revised Code are hereby repealed.	1008