The online versions of legislation provided on this website are not official. Enrolled bills are the final version passed by the Ohio General Assembly and presented to the Governor for signature. The official version of acts signed by the Governor are available from the Secretary of State's Office in the Continental Plaza, 180 East Broad St., Columbus.
|
As Reported by the Senate Agriculture Committee
122nd General Assembly
Regular Session
1997-1998 | Am. H. B. No. 600 |
REPRESENTATIVES HOUSEHOLDER-CAREY-GRENDELL-REID-OGG-BUCHY-
GARCIA-GARDNER-PADGETT-HAINES-LOGAN-TERWILLEGER-HARRIS-
METZGER-VESPER-WESTON-ROMAN-WILLAMOWSKI-OPFER-SULZER-WILSON-
STAPLETON-KREBS-SAWYER-VERICH-JOHNSON-LUCAS-ROBERTS-YOUNG-
SENATOR WHITE
A BILL
To amend sections 917.01, 917.16, 1707.02, 1729.02, 1729.03, 1729.05,
1729.07, 1729.15, 1729.16, 1729.22, 1729.23, 1729.25,
1729.99, and 4517.22; to amend, for the purpose of
adopting new section
numbers as indicated in parentheses, sections
1729.05 (1729.06),
1729.07 (1729.08), 1729.15 (1729.27), 1729.16
(1729.28), 1729.22
(1729.80), 1729.23 (1729.84), and 1729.25
(1729.76); to enact
new sections 1729.01, 1729.04, 1729.07,
1729.09, 1729.10,
1729.11, 1729.12, 1729.13, 1729.14, 1729.16,
1729.17, 1729.18,
1729.19, 1729.20, 1729.22, 1729.23, 1729.24,
1729.25, 1729.26,
1729.35, 1729.36, and 1729.37 and sections 1729.29, 1729.38,
1729.40, 1729.42, 1729.44, 1729.46,
1729.47, 1729.49,
1729.55,
1729.56, 1729.58, 1729.59, 1729.60, 1729.61,
1729.67, 1729.68,
1729.69, 1729.70, 1729.85, and 1729.86; and to
repeal sections 1729.01,
1729.04, 1729.06, 1729.08, 1729.09,
1729.10, 1729.11,
1729.12,
1729.13, 1729.14, 1729.17, 1729.18, 1729.181,
1729.19, 1729.191,
1729.192, 1729.20, 1729.21, 1729.24,
1729.26, 1729.27, 1729.28,
1729.30, 1729.31, 1729.32, 1729.33, 1729.34,
1729.35, 1729.36,
and 1729.37 of the Revised Code to establish
the "Ohio
Cooperative Law" by revising the
agricultural cooperative law,
by repealing the law governing consumers' and
worker-owned
cooperatives, and by enacting provisions for mergers,
consolidations, divisions, and dissolutions of
cooperatives, and to permit
livestock trailers to be displayed and sold at livestock and agricultural
shows.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:
Section 1. That sections 917.01, 917.16, 1707.02, 1729.02, 1729.03,
1729.05, 1729.07, 1729.15, 1729.16, 1729.22, 1729.23, 1729.25,
1729.99, and 4517.22 be amended; sections 1729.05 (1729.06), 1729.07
(1729.08), 1729.15 (1729.27), 1729.16 (1729.28), 1729.22
(1729.80), 1729.23 (1729.84), and 1729.25 (1729.76) be amended
for the purpose of adopting new section numbers as indicated in
parentheses; and new sections 1729.01, 1729.04, 1729.07,
1729.09, 1729.10, 1729.11, 1729.12, 1729.13, 1729.14, 1729.16,
1729.17, 1729.18, 1729.19, 1729.20, 1729.22, 1729.23, 1729.24,
1729.25, 1729.26, 1729.35, 1729.36, and 1729.37 and sections
1729.29, 1729.38, 1729.40, 1729.42, 1729.44, 1729.46, 1729.47,
1729.49, 1729.55, 1729.56, 1729.58, 1729.59, 1729.60, 1729.61,
1729.67, 1729.68, 1729.69, 1729.70, 1729.85, and 1729.86 of the Revised
Code be enacted to read as follows:
Sec. 917.01. As used in this chapter:
(A) "Person" means any individual, government agency,
political subdivision, partnership, corporation,
affiliate or subsidiary of a corporation,
association, co-operative association, or other business
unit.
(B) "Co-operative association" OR "AGRICULTURAL COOPERATIVE
ASSOCIATION" means any
association AGRICULTURAL COOPERATIVE organized under sections
1729.01 to 1729.27 CHAPTER 1729. of the Revised
Code, or under the
"Co-operative
Marketing Associations (Capper-Volstead)
Act," 7 U.S.C. 291,
292 (1980), as amended, and qualified to do business in Ohio, if
the director of agriculture finds the association
has, in good faith, its entire activities under the control of its members and
has been and is exercising full authority in the sale of milk or cream for its
members.
(C) "Market area" means any area that
the director finds
is a natural
marketing area and designates as such.
(D) "Dealer" or "milk dealer" means a
person who purchases or receives milk
from a producer for
the purpose
of bottling, packaging, selling, processing,
jobbing, brokering, or distributing the milk
except
where the milk is disposed of in the same
container in which it is
received, without removal from the container and without
processing in any
way except by necessary refrigeration. Any person who buys and distributes
milk in containers under the person's own label is a dealer.
(E) "Imitation" means
imitation as described in 21
C.F.R.
101.3, as amended.
(F) "Milk" means the
lacteal secretion, substantially free from colostrum, obtained
by the complete milking of one or more healthy cows, goats,
sheep, or other animals and intended for either of the following
purposes:
(1) To be sold for human consumption or for use in
dairy products;
(2) To be used for human consumption or for use in
dairy products on the premises of a governmental agency or
institution.
"Milk" does not include a blend of the lacteal secretions of different
species.
(G) "Grade A milk" means milk produced by
a person holding a valid producer license of the grade A milk category issued pursuant
to section 917.09 of the
Revised
Code.
(H) "Manufacture milk"
means milk produced by a person holding a valid producer license
of the manufacture milk category issued pursuant to section
917.09 of the Revised
Code.
(I) "Producer" or "milk
producer" means a grade A milk
producer or a manufacture milk producer.
(J) "Grade A milk producer" means a person
located in this state who sells or offers for sale grade A milk obtained from a cow,
goat, sheep, or other animal that the person owns or
controls.
(K) "Manufacture milk
producer" means a person located in this state who sells or
offers for sale manufacture milk obtained from a cow, goat,
sheep, or other animal that the person owns or controls.
(L) "Grade A milk products" means products
derived from grade A milk and
having the standard of identity, quality, strength, purity,
grade, and, if added, permitted optional ingredients found
in the standards of identity established for the products in
rules adopted by the director under section 917.02 or
3715.02 of the Revised
Code, and includes:
(1) Cottage cheese;
(2) Raw, pasteurized, or aseptically processed
products derived from milk and described in either of the following:
(a) The most recent published
recommendations of the food and drug administration, public
health service, United
States department of health and
human services;
(b) Rules adopted by the
director.
(M) "Manufactured milk
products" means all products, other than raw milk for sale to the ultimate
consumer and grade A milk products, that are derived from milk and
are for human consumption, including:
(1) Butter;
(2) Natural or processed cheese;
(3) Evaporated, condensed, and dry products;
(4) Frozen desserts;
(5) Such other products derived from milk as the director may specify
by rule that have the standard of identity, quality, strength,
purity, grade, and, if added, permitted optional ingredients
found in the standards of identity established for the product
in rules adopted by the director under section 917.02 or 3715.02 of the
Revised
Code.
(N) "Dairy products"
means milk, raw milk for sale to the ultimate consumer, grade A milk products, and
manufactured milk products.
(O) "Frozen desserts"
means frozen desserts, including the mixes, described in 21
C.F.R.
135, as amended, unless otherwise specified by the director by
rule.
(P) "Milk plant" means a
grade A milk plant or
manufacture milk plant.
(Q) "Grade A milk plant" means a place,
including a governmental operation, where grade A milk or a grade A milk product is collected,
handled, controlled, processed, stored, pasteurized,
ultra-pasteurized, repasteurized, aseptically processed,
bottled, or prepared for distribution, but does not include a place where a
grade A milk product is purchased in packaged form and is stored and
handled for the sole purpose of sale to the ultimate consumer.
(R) "Manufacture milk
plant" means a place, including a governmental operation, where
manufacture milk or a manufactured milk product is collected,
handled, controlled, manufactured, processed, stored,
pasteurized, ultra-pasteurized, repasteurized, commercially
sterilized, aseptically processed, bottled, or prepared for
distribution, but does not include a place where a manufactured
milk product is purchased in packaged form and is stored and
handled for the sole purpose of sale to the ultimate
consumer.
(S) "Raw milk for sale
to the ultimate consumer" means the raw milk sold or offered for
sale by a raw milk retailer.
(T) "Raw milk retailer"
means a person who, prior to
October 31, 1965, was engaged
continuously in the business of selling or offering for sale raw
milk directly to ultimate consumers.
(U) "Processor" or "milk
processor" means a grade A milk
processor or a manufacture milk processor.
(V) "Grade
A milk processor" means a
person who operates or controls a milk plant that is located in
this state or from which grade
A milk or grade
A milk products are sold or
offered for sale for human consumption.
(W) "Manufacture milk processor" means any person who operates or
controls a manufacture milk plant that is located in this state or from which
manufacture milk or manufactured milk products are sold or offered for sale
for human consumption.
(X) "Weigher, sampler,
or tester" means a person who, in order to determine volume,
weight, or composition for the purpose of determining price,
weighs, tests, or samples either of the following:
(1) Milk at a dairy farm;
(2) Milk or cream purchased by a dealer from a milk
producer or co-operative association.
(Y) "Hauler" or "milk
hauler" means a person who owns or leases a vehicle or
conveyance used to transport raw milk, but does not include a
producer transporting raw milk that the producer has
produced.
(Z) "License" means a
license issued under section 917.09 of the
Revised Code and includes a
registration issued under division
(I) of that section.
Sec. 917.16. (A) This chapter
shall not restrain, limit, prejudice, abrogate, or take from any
co-operative
association AGRICULTURAL COOPERATIVE ASSOCIATION the powers,
privileges, and
rights it has under sections 1729.01
to 1729.27 CHAPTER 1729. of the Revised Code.
(B) Specifically, but without limiting division (A) of this section,
this chapter
shall not derogate from or
prejudice any rights of any co-operative association, provided
that the
association and its employees comply with the licensing requirements.
Sec. 1707.02. (A) "Exempt," as used in this section,
means exempt from sections 1707.08 to 1707.11 and 1707.39 of the
Revised Code.
(B)(1) Except as provided in division (B)(2) of this section, the following
securities are exempt, if the issuer or
guarantor has the power of taxation or assessment for the purpose
of paying the obligation represented by the security, or is in
specific terms empowered by the laws of the state of issuance to
issue securities payable as to principal or interest, or as to
both, out of revenues collected or administered by such issuer:
(a) Any security issued or guaranteed by the United
States;
(b) Any security issued or guaranteed by, and recognized,
at the time of sale, as its valid obligation by, any foreign
government with which the United States is, at the time of sale,
maintaining diplomatic relations;
(c) Any security issued or guaranteed, and recognized as
its valid obligation, by any political subdivision or any
governmental or other public body, corporation, or agency in or
of the United States, any state, territory, or possession of the
United States, or any foreign government with which the United
States is, at the time of sale, maintaining diplomatic relations.
(2) If a security described in division (B)(1) of this section
is not payable out of the proceeds of a general tax,
the security is exempt only if, at the time of its first sale in this state,
there is no default in the payment
of any of the interest or principal of the security, and
there are no adjudications or pending suits adversely affecting
its validity.
(C) Any security issued by and representing an interest in
or an obligation of a state or nationally chartered bank, savings and loan
association, savings bank, or
credit union, or a governmental corporation or agency created by
or under the laws of the United States or of Canada is exempt, if
it is under the supervision of or subject to regulation by the
government or state under whose laws it was organized.
(D) Any interim certificate is exempt, if the securities
to be delivered therefor are themselves exempt, are the subject
matter of an exempt transaction, have been registered by
description or registered by qualification, or are the subject
matter of a transaction which has been registered by description.
(E)(1) Any security, whether a preliminary or final
security, is exempt, which, at the time of sale within this
state, is listed, or listed upon notice of issuance, on the
Cincinnati stock exchange, the Midwest stock exchange, the New
York stock exchange, or the American stock exchange, or is
designated, or approved for designation upon notice of issuance,
as a national market system security on the national association
of securities dealers automated quotation system, or is listed or
designated on any other stock exchange or national quotation
system approved by the division as having listing requirements
substantially equivalent to those of any one of those exchanges
or systems, and any security senior to any security so listed or
designated is also exempt; but these exemptions shall apply only
so long as such security remains so listed or designated pursuant
to official action of such exchange or system and not under
suspension, and only so long as such exchange or system remains
approved under this section.
(2) Application for approval of a stock exchange or system
not approved in this section may be made by any organized stock
exchange or system, or by any dealer who is a member of such
exchange, in such manner and upon such forms as are prescribed by
the division, accompanied by payment of an approval fee of two
hundred dollars, and the division shall make such investigation
and may hold such hearings as it deems necessary to determine the
propriety of giving approval. The cost of such investigation
shall be borne by the applicant. The division may enter an order
of approval, and if it does so, it shall notify the applicant of
such approval.
(3) The division may revoke the approval of an exchange or
system approved in this section or approved by it upon finding,
after due notice, investigation, and hearing, that the practices
or requirements of such exchange or system have been so changed
or modified, or are, in their actual operation, such that the
contemplated protection is no longer afforded. The principles of
res adjudicata ordinarily applicable in civil matters shall not
be applicable to this matter, which is hereby declared to be
administrative rather than judicial. Notice of the hearing may
be given by certified mail at least ten days before such hearing.
(4) The division may suspend the exemption of any security
described in division (E) of this section by giving notice, by
certified mail, to that effect to the exchange or system upon
which such security is listed or designated and to the issuer of
such security. After notice and hearing, the division may revoke
such exemption if it appears to it that sales of such security
have been fraudulent or that future sales of it would be
fraudulent. The division shall set such hearing not later than
ten days from the date of the order of suspension, but may for
good cause continue such hearing upon application of the exchange
or system upon which such security is listed or designated or
upon application of the issuer of such security.
(F) Any security, issued or guaranteed as to principal,
interest, or dividend or distribution by a corporation owning or
operating any public utility, is exempt, if such corporation is,
as to its rates and charges or as to the issuance and
guaranteeing of securities, under the supervision of or regulated
by a public commission, board, or officer of the United States,
or of Canada, or of any state, province, or municipal corporation
in either of such countries. Equipment-trust securities based on
chattel mortgages, leases, or agreements for conditional sale, of
cars, locomotives, motor trucks, or other rolling stock or of
motor vehicles mortgaged, leased, or sold to, or finished for the
use of, a public utility, are exempt; and so are equipment
securities where the ownership or title of such equipment is
pledged or retained, in accordance with the laws of the United
States or of any state, or of Canada or any province thereof, to
secure the payment of such securities.
(G) Commercial paper and promissory notes are exempt when
they are not offered directly or indirectly for sale to the
public.
(H) Any security issued or guaranteed by an insurance
company, except as provided in section 1707.32 of the Revised
Code, is exempt if such company is under the supervision of, and
the issuance or guaranty of such security is regulated by, a
state.
(I) Any security, except notes, bonds, debentures, or
other evidences of indebtedness or of promises or agreements to
pay money, which is issued by a person, corporation, or
association organized not for profit, including persons,
corporations, and associations organized exclusively for
conducting county fairs, for cooperative marketing,
or
for
religious, educational, social, recreational, athletic,
benevolent, fraternal, charitable, or reformatory purposes, AND AGRICULTURAL
COOPERATIVES AS DEFINED IN SECTION 1729.01 OF THE REVISED
CODE, is
exempt, if no part of the net earnings of such issuer inures to
the benefit of any shareholder or member of such issuer or of any
individual, and if the total commission, remuneration, expense,
or discount in connection with the sale of such securities does
not exceed two per cent of the total sale price thereof plus five
hundred dollars.
(J)(1) Any securities outstanding for a period of not less
than five years, on which there has occurred no default in
payment of principal, interest, or dividend or distribution for
the five years immediately preceding the sale, are exempt.
(2) For the purpose of division (J) of this section, the
dividend, distribution, or interest rate on securities in which
no such rate is specified shall be at the rate of at least four
per cent annually on the aggregate of the price at which such
securities are to be sold.
(K) All bonds issued under authority of Chapter 165. or
761., or section 4582.06 or 4582.31 of the Revised Code are
exempt.
Sec. 1729.01. AS USED IN THIS CHAPTER:
(A) "AGRICULTURAL COOPERATIVE" MEANS A COOPERATIVE TO WHICH ALL
OF THE FOLLOWING APPLY:
(1) THE COOPERATIVE ENGAGES IN ANY ACTIVITY IN CONNECTION WITH THE
PROPAGATION, RAISING, PRODUCING, HARVESTING, STORING, DRYING, HANDLING,
PROCESSING, OR MARKETING OF
AGRICULTURAL PRODUCTS; PROCURING EQUIPMENT AND SUPPLIES OR PROVIDING SERVICES
FOR PRODUCERS AND OTHERS; BARGAINING; AND ANY ACTIVITY RELATED TO THE
FOREGOING.
(2) PRODUCERS OR AGRICULTURAL COOPERATIVES EXERCISE MORE THAN FIFTY PER
CENT OF THE VOTING CONTROL OF THE COOPERATIVE.
(3) THE COOPERATIVE DOES AT LEAST FIFTY PER CENT OF ITS BUSINESS WITH
PRODUCERS OR AGRICULTURAL COOPERATIVES.
(B) "AGRICULTURAL PRODUCTS" INCLUDES AQUACULTURAL, HORTICULTURAL,
VITICULTURAL,
FORESTRY, DAIRY, LIVESTOCK, POULTRY, BEE, AND FARM PRODUCTS, AND THE PRODUCE
OR BYPRODUCTS
OF ANY OF SUCH PRODUCTS.
(C) "ASSOCIATION" MEANS ANY CORPORATION ORGANIZED UNDER THIS
CHAPTER.
(D) "BARGAINING" MEANS THE MUTUAL OBLIGATION OF A HANDLER AND A
MARKETING COOPERATIVE TO MEET AT REASONABLE TIMES AND CONFER AND NEGOTIATE IN
GOOD FAITH. NEGOTIATIONS MAY INCLUDE ALL TERMS RELATIVE TO TRADING BETWEEN
HANDLERS AND PRODUCERS. THE OBLIGATION DOES NOT REQUIRE EITHER PARTY TO AGREE
UPON PRICE, TERMS OF SALE, OR ANY OTHER MARKETING AGREEMENT, OR TO MAKE A
CONCESSION.
(E) "BOARD" MEANS THE BOARD OF DIRECTORS OF AN
ASSOCIATION.
(F) "COOPERATIVE" MEANS AN ASSOCIATION OR A FOREIGN ASSOCIATION.
(G) "CORPORATION" MEANS ANY CORPORATION, DOMESTIC OR FOREIGN,
THAT IS NOT A COOPERATIVE.
(H) "ENTITY," EXCEPT AS OTHERWISE PROVIDED, MEANS
A FOREIGN ASSOCIATION, A CORPORATION, OR A FOREIGN OR DOMESTIC
LIMITED LIABILITY COMPANY.
(I) "FOREIGN ASSOCIATION" MEANS A CORPORATION ORGANIZED UNDER THE
COOPERATIVE LAWS OF ANOTHER STATE OR THE DISTRICT OF
COLUMBIA OR A CORPORATION ORGANIZED UNDER THE LAW OF ANOTHER STATE OR
THE DISTRICT OF COLUMBIA AND OPERATING ON A COOPERATIVE
BASIS.
(J) "HANDLER" MEANS A PERSON WHO ACQUIRES AGRICULTURAL PRODUCTS
UNDER A SALES CONTRACT FOR THE PURPOSE OF PROCESSING OR RESELLING THE
AGRICULTURAL PRODUCTS.
(K) "MARKETING AGREEMENT" MEANS AN AGREEMENT, CONTRACT, OR OTHER
ARRANGEMENT BETWEEN A COOPERATIVE AND A MEMBER IN WHICH THE MEMBER AGREES TO
MARKET ALL OR A PART OF THE PRODUCTS OR PRODUCE PRODUCED BY THE MEMBER, OR
AGREES TO PURCHASE ALL OR A PART OF THE MEMBER'S REQUIREMENTS FOR INPUTS,
SERVICES, OR SUPPLIES.
(L) "MARKETING COOPERATIVE" MEANS ANY AGRICULTURAL COOPERATIVE
MEETING THE REQUIREMENTS OF THE "CO-OPERATIVE MARKETING
ASSOCIATIONS ACT," 42 STAT. 388 (1922), 7 U.S.C.A.
291, THAT NEGOTIATES SALES CONTRACTS WITH HANDLERS ON BEHALF OF ITS MEMBERS
AND IS NOT IN DIRECT COMPETITION WITH ANY HANDLER WITH WHICH IT NEGOTIATES
SUCH CONTRACTS.
(M) "MEMBER" MEANS A PERSON WHO HAS BEEN QUALIFIED AND ACCEPTED
INTO MEMBERSHIP IN AN ASSOCIATION.
(N) "MEMBERSHIP STOCK" MEANS ANY CLASS OF STOCK OR OTHER EQUITY
INTEREST IN AN ASSOCIATION, CONTINUOUS OWNERSHIP OF WHICH IS REQUIRED FOR
MEMBERSHIP IN AN ASSOCIATION.
(O) "PATRONAGE STOCK" MEANS ANY STOCK OR OTHER EQUITY INTEREST IN
AN ASSOCIATION THAT WAS ORIGINALLY ISSUED BY THE ASSOCIATION WITH RESPECT TO
PATRONAGE TRANSACTIONS.
(P) "PERSON" INCLUDES A NATURAL PERSON, PARTNERSHIP,
CORPORATION, COOPERATIVE, OR OTHER ENTITY.
(Q) "PROCESSING" MEANS CHANGING THE PHYSICAL OR CHEMICAL
CHARACTERISTICS OF AGRICULTURAL PRODUCTS.
(R) "PRODUCER" MEANS A PERSON ENGAGED IN THE PRODUCTION
OF AGRICULTURAL PRODUCTS FOR THE MARKET, INCLUDING A LESSOR OF LAND WHO
RECEIVES AS RENT PART OF THE AGRICULTURAL PRODUCT OF SUCH LAND.
(S) "SALES CONTRACT" MEANS A MARKETING AGREEMENT OR OTHER SIMILAR
ARRANGEMENT BETWEEN A HANDLER AND A
PRODUCER, NEGOTIATED BY THE PRODUCER OR BY AN AGRICULTURAL COOPERATIVE ACTING
AS AGENT FOR A PRODUCER, UNDER WHICH THE PRODUCER AGREES TO GROW OR PRODUCE
AGRICULTURAL PRODUCTS FOR SALE TO THE HANDLER.
Sec. 1729.02. (A) An association may be organized to engage in
any activity in
connection with the marketing or selling of the agricultural products of its
members, with the harvesting, preserving, drying, processing, canning,
packing, grading, storing, handling, shipping, or utilization of such
products, or with the manufacturing or marketing of the by-products of such
products; to engage in any activity in connection with the manufacturing,
selling, or supplying to its members of machinery, equipment, or supplies of
any kind; to engage in services in connection with activities authorized by
sections 1729.01 to 1729.27, inclusive, of the Revised Code; or to engage in
the financing of the activities enumerated in this section. Such association
may be organized to engage in any one or more of such activities, but this
UNDER THIS CHAPTER FOR ANY LAWFUL PURPOSE
PERMITTED TO CORPORATIONS BY THE LAWS OF THIS STATE,
EXCEPT ANY SUCH PURPOSE THAT IS INCONSISTENT WITH THE PROVISIONS
OF THIS CHAPTER OR OTHER CHAPTERS OF
TITLE XVII of the Revised Code. THIS section
does not authorize any professional services otherwise prohibited by
law.
(B) ASSOCIATIONS SHALL BE DEEMED NONPROFIT BECAUSE THEY
ARE NOT ORGANIZED FOR THE PURPOSE OF MAKING A PROFIT FOR THEMSELVES AS SUCH,
OR FOR THE PURPOSE OF MAKING A PROFIT FOR THEIR MEMBERS AS SUCH, BUT FOR
THEIR MEMBERS AS PATRONS.
(C) THIS CHAPTER SHALL BE KNOWN AS THE "OHIO
COOPERATIVE LAW."
Sec. 1729.03. Each association incorporated under sections 1729.01 to
1729.27, inclusive, of the Revised Code THIS CHAPTER shall have the
following powers:
(A) It may engage in any activity in connection with the marketing,
selling,
preserving, harvesting, drying, processing, manufacturing, canning, packing,
grading, storing, handling, or utilization of any agricultural products
produced or delivered to it by its members or others, or with the
manufacturing or marketing of the by-products of such products; any activities
in connection with the purchase, sale, hiring, or use, by its members or
others, of supplies, machinery, or equipment of any kind; may engage in
services in connection with any activities authorized by sections 1729.01 to
1729.27, inclusive, of the Revised Code, or may engage in the financing of
such activities. Such association may engage in any one or more of the
activities specified in this section but this section does not authorize any
professional services otherwise prohibited by law.
Any such association may limit its activities to the handling or the
marketing
of products of its own members, except for storage. If it handles the
products of nonmembers, the total of such nonmembers' products handled by it
in any fiscal year must not exceed the total of similar products handled by
the association for its own members during the same period.
(B) It may borrow money without limitation as to amount of corporate
indebtedness or liability except in the case of associations organized with
capital stock, and may make advance payments and other advances to members or
others.
(C) It may act as the agent or representative of any members in any of the
activities mentioned in divisions (A) and (B) of this section.
(D) It may purchase, otherwise acquire, hold, own, exercise all rights of
ownership in, sell, transfer, pledge, guarantee the payment of dividends or
interest on, or guarantee the retirement or redemption of shares of capital
stock or bonds of any corporation or association engaged in any activity
directly related to the association's own authorized activities or in the
warehousing, handling, or marketing of any of the products handled by the
association.
(E) It may establish reserves and invest the funds thereof in bonds or in
such other property as is provided in the bylaws MAKE CONTRACTS, INCUR
LIABILITIES, AND BORROW MONEY; ISSUE CAPITAL STOCK AND CERTIFICATES
REPRESENTING EQUITY
INTERESTS OR INDEBTEDNESS; ACQUIRE PROPERTY; AND
DISPOSE OF, MORTGAGE, PLEDGE, LEASE, OR OTHERWISE USE IN ANY MANNER, ANY OF
ITS PROPERTY, OR ANY INTEREST IN ITS PROPERTY, WHEREVER SITUATED.
(B) IT MAY INVEST ITS FUNDS, LEND MONEY FOR ITS PURPOSES, AND
HOLD ANY PROPERTY AS SECURITY FOR REPAYMENT.
(C) IT MAY ACT AS THE AGENT OR REPRESENTATIVE OF ANY MEMBERS IN
ANY ACTIVITIES AUTHORIZED BY THIS CHAPTER.
(D) IT MAY CONDUCT ITS BUSINESS AND AFFAIRS, HAVE OFFICES, AND
EXERCISE ITS POWER IN THE UNITED STATES OR IN ANY FOREIGN
COUNTRY.
(E) IT MAY ESTABLISH RESERVES AND INVEST THESE FUNDS.
(F) It may buy, hold, and exercise all privileges of ownership over such real
or personal property as is necessary, convenient, or incidental to the conduct
of any authorized business of the association.
(G) It may establish, secure, own, and develop patents, trademarks, and
copyrights.
(H) NOTWITHSTANDING CHAPTER 169. OF THE REVISED
CODE, IT MAY EFFECT THE FORFEITURE OF ANY UNCLAIMED
FUNDS, INCLUDING ANY
UNCLAIMED STOCKS OR OTHER EQUITY INTERESTS, DIVIDENDS, AND PATRONAGE
ALLOCATIONS, FOR WHICH THE OWNER
CANNOT BE FOUND AFTER A PERIOD OF THREE YEARS. NOTICE OF THE EXISTENCE OF
THESE UNCLAIMED FUNDS AND A REQUEST FOR WRITTEN ACKNOWLEDGMENT FROM THE OWNER
TO THE ASSOCIATION SHALL BE EVIDENCE OF A BONA FIDE ATTEMPT TO DELIVER THE
UNCLAIMED FUNDS TO THE OWNER. IF THE NOTICE IS NOT ACKNOWLEDGED WITHIN THIRTY
DAYS AFTER THE NOTICE IS SENT OR WITHIN THE PERIOD SPECIFIED IN THE NOTICE, IF
LONGER, ALL SUCH UNCLAIMED FUNDS SPECIFIED IN THE NOTICE ARE THEREAFTER
FORFEITED AND BECOME THE PROPERTY OF THE ASSOCIATION.
(I) IT MAY MAKE DONATIONS FOR CHARITABLE, SCIENTIFIC,
EDUCATIONAL, COMMUNITY DEVELOPMENT, OR RELIGIOUS PURPOSES, AND MAY USE ALL OR
PART OF THE FUNDS FORFEITED TO THE ASSOCIATION UNDER DIVISION (H) FOR
THESE PURPOSES.
(J) It may do everything necessary, suitable, or proper for the
accomplishment of any of the purposes enumerated in this section, or
conducive
to or expedient for the interest or benefit of the association, and may
contract accordingly. In addition it may exercise and possess all powers,
rights, and privileges necessary or incidental to the purposes for which the
association is organized or to the activities in which it is engaged, and
also
any other powers, rights, and privileges granted to ordinary
corporations by
the laws of this state, except such as are inconsistent with the express
provisions of sections 1729.01 to 1729.27, inclusive, of the Revised Code,
it
may do any such thing anywhere THIS CHAPTER.
Sec. 1729.04. (A) THE NAME OF ANY ASSOCIATION ORGANIZED UNDER
THIS CHAPTER SHALL INCLUDE THE WORD OR ABBREVIATION "COOPERATIVE," "COOP,"
"CO-OPERATIVE,"
"CO-OP," "ASSOCIATION," "ASSN.," "COMPANY," "CO.," "INCORPORATED," "INC.,"
"CORPORATION," OR "CORP."
(B) NO CORPORATION, ASSOCIATION, OR OTHER PERSON ORGANIZED OR
APPLYING TO DO BUSINESS IN THIS STATE SHALL USE THE WORD OR ABBREVIATION
"COOPERATIVE,"
"COOP," "CO-OPERATIVE," OR "CO-OP" AS A PART OF ITS CORPORATE OR OTHER
BUSINESS NAME OR TITLE, UNLESS
AT LEAST ONE OF THE FOLLOWING APPLIES:
(1) IT HAS COMPLIED WITH THIS CHAPTER.
(2) IT IS ORGANIZED AND OPERATING ON A COOPERATIVE
BASIS UNDER CHAPTER 1702. OF
THE REVISED CODE.
(3) IT IS
ORGANIZED AND OPERATING IN ACCORDANCE WITH THE COOPERATIVE LAWS OF ANOTHER
STATE, THE DISTRICT OF COLUMBIA, OR THE UNITED
STATES.
Sec. 1729.05 1729.06. Five (A) TWO or
more
persons, a majority of whom are residents of this
state and engaged in the production of agricultural products,
INDIVIDUALS may form a
nonprofit co-operative AN association, with or without capital
stock, under
sections 1729.01 to 1729.27, inclusive, of the Revised Code UNDER THIS
CHAPTER.
(B)(1) EVERY ASSOCIATION
SHALL HAVE AND MAINTAIN A STATUTORY AGENT UPON WHOM ANY PROCESS,
NOTICE, OR DEMAND AGAINST THE ASSOCIATION MAY BE SERVED. THE
AGENT MAY BE A NATURAL PERSON WHO IS A RESIDENT OF THIS STATE OR
A CORPORATION THAT IS AUTHORIZED BY ITS ARTICLES OF
INCORPORATION TO ACT AS SUCH AGENT AND HAS A BUSINESS ADDRESS IN
THIS STATE.
(2) WHENEVER APPOINTMENT OR DESIGNATION OF A STATUTORY
AGENT IS REQUIRED BY THIS CHAPTER, THE APPOINTMENT OR
DESIGNATION SHALL BE ON A FORM PRESCRIBED BY THE SECRETARY OF
STATE AND SHALL CONFORM WITH SECTION 1702.06 OF THE
REVISED CODE.
Sec. 1729.07. (A) THE ARTICLES OF INCORPORATION OF AN
ASSOCIATION SHALL SET FORTH ALL OF THE FOLLOWING:
(1) THE NAME OF THE ASSOCIATION;
(2) THE ASSOCIATION'S PURPOSES, AS PERMITTED BY THIS CHAPTER. IT IS
SUFFICIENT TO STATE IN
THE ARTICLES THAT THE ASSOCIATION MAY ENGAGE IN ANY ACTIVITY WITHIN THE
PURPOSES FOR WHICH ASSOCIATIONS MAY BE ORGANIZED UNDER THIS CHAPTER.
(3) THE COUNTY AND MUNICIPAL CORPORATION OR TOWNSHIP WHERE THE
ASSOCIATION'S PRINCIPAL PLACE OF BUSINESS WILL BE LOCATED;
(4) THE NAMES AND ADDRESSES OF THE INCORPORATORS;
(5) THE NUMBER OF ITS DIRECTORS OR A STATEMENT THAT THE NUMBER OF
DIRECTORS SHALL BE AS SPECIFIED IN THE BYLAWS;
(6) THE NAMES AND ADDRESSES OF THOSE WHO ARE TO SERVE AS DIRECTORS UNTIL
THE FIRST ANNUAL MEETING OR UNTIL THE ELECTION AND QUALIFICATION OF THEIR
SUCCESSORS;
(7) WHETHER THE ASSOCIATION IS ORGANIZED WITH OR WITHOUT CAPITAL STOCK.
(a) IF THE ASSOCIATION IS ORGANIZED WITHOUT CAPITAL STOCK, THE
ARTICLES SHALL SET FORTH THE GENERAL RULES BY WHICH THE PROPERTY RIGHTS AND
INTERESTS OF EACH MEMBER ARE TO BE DETERMINED.
(b) IF THE ASSOCIATION IS ORGANIZED WITH CAPITAL STOCK, THE TOTAL
AMOUNT OF THE STOCK, THE NUMBER AND PAR VALUE OF THE SHARES, AND DIVIDEND
RIGHTS, IF ANY. IF THERE IS MORE THAN ONE CLASS OF STOCK, THE ARTICLES SHALL
SET FORTH A STATEMENT OF THE NUMBER OF SHARES IN EACH CLASS AND A STATEMENT OF
THE DESIGNATIONS, PREFERENCES, RIGHTS, AND LIMITATIONS OF THE SHARES IN EACH
CLASS.
(B) THE ARTICLES MAY INCLUDE ADDITIONAL PROVISIONS, CONSISTENT
WITH LAW, INCLUDING PROVISIONS THAT ARE REQUIRED OR PERMITTED TO BE SET FORTH
IN THE BYLAWS.
(C) THE ARTICLES SHALL BE SIGNED BY THE INCORPORATORS AND FILED
WITH THE SECRETARY OF STATE IN ACCORDANCE WITH SECTION 1729.12 of the Revised Code. THE
ARTICLES SHALL BE ACCOMPANIED BY THE APPOINTMENT OF A STATUTORY AGENT IN
ACCORDANCE WITH DIVISION (B) OF SECTION 1729.06 of the Revised Code. THE LEGAL
EXISTENCE OF AN ASSOCIATION
BEGINS UPON THE FILING OF THE ARTICLES AND, UNLESS THE ARTICLES PROVIDE
OTHERWISE, ITS PERIOD OF EXISTENCE IS PERPETUAL.
Sec. 1729.07 1729.08. (A) The articles of
incorporation of an association may be altered
or amended at any regular meeting of the association or at any special meeting
called for that purpose, PROVIDED THAT THE TEXT OF THE PROPOSED
CHANGE, OR A GENERAL DESCRIPTION OF THE CHANGE, IS CONTAINED IN THE NOTICE OF
THE MEETING. An amendment must SHALL first be approved by
two thirds of
the directors and must SHALL then be adopted by a AN
AFFIRMATIVE vote
representing a majority of
all the members of the association OF SIXTY PER CENT OF THE MEMBER
VOTES CAST ON THE AMENDMENT
OR, IF THE ARTICLES PROVIDE OR PERMIT, BY THE AFFIRMATIVE
VOTE OF A GREATER MAJORITY OR BY THE AFFIRMATIVE VOTE OF A
SIMPLE MAJORITY OF ALL MEMBER VOTES ELIGIBLE TO BE CAST ON THE
AMENDMENT. Amendments
(B) AMENDMENTS to the articles of
incorporation, when so adopted, shall be filed in accordance with sections
1701.01 to 1702.58, inclusive, SECTION 1729.12 of the
Revised Code.
(C) THE BOARD OF AN ASSOCIATION MAY ADOPT A
RESTATEMENT OF THE ARTICLES THAT INCORPORATES AMENDMENTS PREVIOUSLY APPROVED
BY
THE BOARD AND ADOPTED BY THE MEMBERS. AN ASSOCIATION MAY, BY ACTION TAKEN IN
THE MANNER REQUIRED FOR AN AMENDMENT, ADOPT RESTATED ARTICLES THAT CONTAIN
AMENDMENTS MADE AT THE TIME OF THE RESTATEMENT. RESTATED ARTICLES SHALL STATE
THAT THEY ARE RESTATED, OR RESTATED AND AMENDED, IF AMENDMENTS ARE ADOPTED
WITH THE RESTATEMENT, AND SHALL SUPERSEDE THE EXISTING ARTICLES AND
AMENDMENTS. RESTATED ARTICLES SHALL MEET THE REQUIREMENTS OF SECTION 1729.07
of the Revised Code, EXCEPT THAT THE NAMES AND ADDRESSES OF THE INCORPORATORS AND INITIAL
DIRECTORS MAY BE OMITTED. A RESTATEMENT OF THE ARTICLES SHALL BE FILED IN THE
MANNER PRESCRIBED FOR AN AMENDMENT OF THE ARTICLES.
(D) EXCEPT
AS PROVIDED IN THE ARTICLES OF INCORPORATION, THE BOARD MAY
ADOPT AN AMENDMENT TO THE ARTICLES OF INCORPORATION WITHOUT A
MEMBER VOTE IN ANY OF THE FOLLOWING CASES:
(1) TO CHANGE THE PRINCIPAL PLACE OF BUSINESS OF THE
ASSOCIATION;
(2) TO DESIGNATE AND DETERMINE THE RIGHTS AND RESTRICTIONS
OF A SERIES WITHIN A CLASS OF CAPITAL STOCK, IF PERMITTED BY THE
ARTICLES;
(3) TO REDUCE THE AUTHORIZED NUMBER OF SHARES OF ANY CLASS
OR SERIES OF CAPITAL STOCK TO ANY NUMBER DOWN TO AND INCLUDING
THE NUMBER OF THE SHARES ISSUED AND OUTSTANDING, AND TO ASSIGN
THE AUTHORIZATION FOR THE NUMBER OF SHARES SO REDUCED TO ANOTHER
CLASS OR CLASSES OF CAPITAL STOCK PREVIOUSLY AUTHORIZED;
(4) AFTER A MERGER, CONSOLIDATION, CONVERSION, DIVISION,
OR OCCURRENCE OF ANY OTHER CONTINGENT EVENT REFERRED TO IN THE
ARTICLES OF INCORPORATION, TO ELIMINATE FROM THE ARTICLES ANY
STATEMENT OR PROVISION PERTAINING EXCLUSIVELY TO THE MERGER,
CONSOLIDATION, CONVERSION, DIVISION, OR OCCURRENCE, AND TO MAKE
OTHER CHANGES REQUIRED BY SUCH ELIMINATION.
Sec. 1729.09. (A)(1) UNLESS THE BOARD
PROVIDES THAT DIVISION (A)(3) OF THIS SECTION APPLIES TO
AN AMENDMENT TO THE ARTICLES OF INCORPORATION, A HOLDER OF STOCK OTHER THAN
MEMBERSHIP STOCK OR PATRONAGE
STOCK WHO IS AFFECTED BY A PROPOSED AMENDMENT TO THE ARTICLES SHALL BE
ENTITLED
TO CAST ONE VOTE ON THE AMENDMENT REGARDLESS OF THE PAR OR STATED VALUE OF THE
STOCK,
THE
NUMBER OF SHARES, OR THE NUMBER OF AFFECTED CLASSES OF STOCK HELD.
(2) A MEMBER HOLDING STOCK AFFECTED BY A PROPOSED AMENDMENT MAY VOTE ONLY
AS A MEMBER AND SHALL NOT BE ENTITLED TO VOTE OR DEMAND FAIR CASH VALUE AS AN
AFFECTED STOCKHOLDER.
(3) THE BOARD MAY PROVIDE THAT A STOCKHOLDER OTHERWISE ENTITLED TO VOTE
UNDER DIVISION (A)(1) OF THIS SECTION SHALL INSTEAD BE ENTITLED TO
PAYMENT OF FAIR CASH VALUE OF THE AFFECTED STOCK HELD BY SUCH STOCKHOLDER IN
ACCORDANCE
WITH SECTION 1729.46 of the Revised Code.
(B) FOR PURPOSES OF THIS SECTION, A HOLDER OF STOCK IS AFFECTED
AS TO ANY CLASS OF STOCK OWNED BY THE HOLDER ONLY IF AN AMENDMENT WOULD
EXPRESSLY DO ANY OF THE FOLLOWING:
(1) DECREASE THE DIVIDENDS TO WHICH THAT CLASS MAY BE ENTITLED OR CHANGE
THE METHOD BY WHICH THE DIVIDEND RATE ON THAT CLASS IS FIXED;
(2) FURTHER RESTRICT RIGHTS TO TRANSFER THAT CLASS;
(3) GIVE TO ANOTHER EXISTING OR ANY NEW CLASS OF STOCK OR EQUITY INTEREST
NOT PREVIOUSLY ENTITLED THERETO ANY PREFERENCE, AS TO DIVIDENDS OR UPON
DISSOLUTION, THAT IS HIGHER THAN PREFERENCES OF THAT CLASS;
(4) CHANGE THE PAR VALUE OF SHARES OF THAT CLASS OR OF ANY OTHER CLASS
HAVING THE SAME OR HIGHER PREFERENCES AS TO DIVIDENDS OR UPON DISSOLUTION;
(5) INCREASE THE NUMBER OF AUTHORIZED SHARES OF ANY CLASS HAVING A HIGHER
PREFERENCE AS TO DIVIDENDS OR UPON DISSOLUTION;
(6) REQUIRE OR PERMIT AN EXCHANGE OF SHARES OF ANY CLASS WITH LOWER
PREFERENCES AS TO DIVIDENDS OR UPON DISSOLUTION FOR SHARES OF ANY OTHER CLASS
WITH HIGHER PREFERENCES.
(C) IF ANY PROPOSED AMENDMENT WILL ALTER OR CHANGE THE POWERS,
PREFERENCES, OR SPECIAL RIGHTS OF ONE OR MORE SERIES OF ANY CLASS SO AS TO
AFFECT THEM ADVERSELY, BUT SHALL NOT SO AFFECT THE ENTIRE CLASS, THEN ONLY THE
SHARES OF THE SERIES SO AFFECTED BY THE AMENDMENT SHALL BE CONSIDERED A
SEPARATE CLASS FOR THE PURPOSES OF DIVISION (B) OF THIS SECTION.
(D) IF STOCKHOLDERS ARE ENTITLED TO VOTE ON AN AMENDMENT, THE
AMENDMENT IS ADOPTED ONLY IF ALL OF THE FOLLOWING CONDITIONS ARE MET:
(1) NOTICE OF THE MEETING, AN EXACT COPY OF THE PROPOSED AMENDMENT, AND A
BALLOT ON THE AMENDMENT HAVE BEEN SENT TO EACH AFFECTED STOCKHOLDER;
(2) APPROVAL BY THE MEMBERS UNDER SECTION 1729.08 of the Revised Code;
(3) APPROVAL BY A SIMPLE MAJORITY OF THE AFFECTED STOCKHOLDERS PRESENT AND
VOTING AT A MEETING OF THE STOCKHOLDERS.
(E) THIS SECTION DOES NOT APPLY TO STOCK ISSUED PRIOR TO
THE EFFECTIVE DATE OF THIS SECTION, UNLESS THE ASSOCIATION ADOPTS AN AMENDMENT
TO ITS
ARTICLES OF INCORPORATION MAKING THE STOCK SUBJECT TO THIS SECTION. AS TO
SUCH STOCK, AN AMENDMENT SHALL FIRST BE APPROVED BY TWO-THIRDS OF THE
DIRECTORS AND SHALL THEN BE ADOPTED BY A VOTE REPRESENTING A MAJORITY OF ALL
THE MEMBERS OF THE ASSOCIATION.
Sec. 1729.10. (A) A COPY OF THE ASSOCIATION'S ARTICLES OF
INCORPORATION OR AMENDED ARTICLES FILED IN THE OFFICE OF THE SECRETARY OF
STATE, AND CERTIFIED BY THE SECRETARY OF STATE, IS CONCLUSIVE EVIDENCE, EXCEPT
AS AGAINST THE STATE, THAT THE ASSOCIATION HAS BEEN INCORPORATED UNDER THE
LAWS OF THIS STATE; AND A COPY CERTIFIED BY THE SECRETARY OF STATE OF ANY
CERTIFICATE OF AMENDMENT OR OTHER CERTIFICATE IS PRIMA-FACIE EVIDENCE OF SUCH
AMENDMENT OR OF THE FACTS STATED IN THE CERTIFICATE, AND OF THE
OBSERVANCE AND PERFORMANCE OF ALL ANTECEDENT CONDITIONS NECESSARY TO THE
ACTION THAT THE CERTIFICATE PURPORTS TO EVIDENCE.
(B) A COPY OF AMENDED ARTICLES FILED IN THE OFFICE OF THE
SECRETARY OF STATE, AND CERTIFIED BY THE SECRETARY OF STATE, SHALL BE ACCEPTED
IN THIS STATE AND OTHER JURISDICTIONS IN LIEU OF THE ORIGINAL ARTICLES,
AMENDMENTS TO THE ARTICLES, AND PRIOR AMENDED ARTICLES.
(C) THE ORIGINAL OR A COPY OF THE RECORD OF MINUTES OF THE
PROCEEDINGS OF THE INCORPORATORS OF AN ASSOCIATION, OR OF THE PROCEEDINGS OR
MEETINGS OF THE MEMBERS OR ANY CLASS OF STOCKHOLDERS, OR OF THE DIRECTORS, OR
OF ANY COMMITTEE THEREOF, INCLUDING ANY WRITTEN CONSENT, WAIVER, RELEASE, OR
AGREEMENT ENTERED IN SUCH RECORD OR MINUTES, OR THE ORIGINAL OR A COPY OF A
STATEMENT THAT NO SPECIFIED PROCEEDING WAS HAD OR THAT NO SPECIFIED CONSENT,
WAIVER, RELEASE, OR AGREEMENT EXISTS, SHALL, WHEN CERTIFIED TO BE TRUE BY THE
SECRETARY OR AN ASSISTANT SECRETARY OF AN ASSOCIATION, BE RECEIVED IN THE
COURTS AS PRIMA-FACIE EVIDENCE OF THE FACTS STATED THEREIN. EVERY MEETING
REFERRED TO IN THE CERTIFIED ORIGINAL OR COPY IS CONSIDERED DULY CALLED AND
HELD,
AND ALL MOTIONS AND RESOLUTIONS ADOPTED AND PROCEEDINGS HAD AT THE MEETING ARE
CONSIDERED DULY ADOPTED AND HAD, AND ALL ELECTIONS OF DIRECTORS AND ALL
ELECTIONS
OR APPOINTMENTS OF OFFICERS CHOSEN AT THE MEETING ARE CONSIDERED VALID, UNTIL
THE
CONTRARY IS PROVED; AND WHENEVER A PERSON WHO IS NOT A MEMBER, PATRON, OR
STOCKHOLDER OF AN ASSOCIATION HAS ACTED IN GOOD FAITH IN RELIANCE UPON ANY
SUCH CERTIFIED ORIGINAL OR COPY, IT IS CONCLUSIVE IN THAT PERSON'S FAVOR.
Sec. 1729.11. (A) AN ASSOCIATION WHOSE ARTICLES OF
INCORPORATION HAVE BEEN CANCELED OR AN ASSOCIATION THAT HAS BEEN DISSOLVED IN
A MANNER OTHER THAN FOR A VOLUNTARY DISSOLUTION AS PROVIDED IN SECTION 1729.55
of the Revised Code, OR A JUDICIAL DISSOLUTION AS PROVIDED IN SECTION 1729.61 of the Revised Code, MAY BE
REINSTATED BY FILING, ON A FORM PRESCRIBED BY THE SECRETARY OF STATE, AN
APPLICATION FOR REINSTATEMENT AND THE REQUIRED APPOINTMENT OF A STATUTORY
AGENT, AND BY PAYING A FILING FEE OF TEN DOLLARS.
(B) UPON REINSTATEMENT OF AN ASSOCIATION'S ARTICLES OF
INCORPORATION, THE RIGHTS, PRIVILEGES, AND FRANCHISES, INCLUDING ALL REAL OR
PERSONAL PROPERTY RIGHTS AND CREDITS AND ALL CONTRACT AND OTHER RIGHTS, OF THE
ASSOCIATION EXISTING AT THE TIME THAT ITS ARTICLES WERE CANCELED OR THE
DISSOLUTION BECAME EFFECTIVE SHALL BE CONTINUED IN EFFECT AS IF THE ARTICLES
HAD NOT BEEN CANCELED OR THE DISSOLUTION HAD NOT OCCURRED; AND THE ASSOCIATION
SHALL AGAIN BE ENTITLED TO EXERCISE THE RIGHTS, PRIVILEGES, AND FRANCHISES
AUTHORIZED BY ITS ARTICLES.
Sec. 1729.12. (A) FOR FILING ARTICLES OF INCORPORATION OR A
CERTIFICATE OF
AMENDMENT OF ARTICLES OR A CERTIFICATE OF MERGER, CONSOLIDATION,
DIVISION, OR DISSOLUTION, AND WITH RESPECT TO THE ISSUANCE OF SHARES OF STOCK,
AN ASSOCIATION ORGANIZED UNDER THIS CHAPTER SHALL PAY TO THE SECRETARY OF
STATE THE FEES IMPOSED BY SECTION 111.16 of the Revised Code. IN THE CASE OF A CERTIFICATE
OF DIVISION, THE FILING FEE SHALL BE THE SAME AS FOR A
CERTIFICATE OF MERGER OR CONSOLIDATION.
(B) WHEN THE ARTICLES OF INCORPORATION, OR A
CERTIFICATE OF AMENDMENT OF ARTICLES, OR A CERTIFICATE OF MERGER,
CONSOLIDATION, CONVERSION, DIVISION, OR DISSOLUTION IS FILED WITH THE
SECRETARY
OF STATE, THE SECRETARY OF STATE SHALL, IF THE ARTICLES OR CERTIFICATE
COMPLIES WITH THIS CHAPTER, ENDORSE APPROVAL THEREON, THE DATE OF FILING, A
FILE NUMBER, AND MAKE A LEGIBLE COPY THEREOF BY ANY AUTHORIZED METHOD. THE
ORIGINAL OR A COPY OF THE
ARTICLES OR CERTIFICATE, CERTIFIED BY THE SECRETARY OF STATE, SHALL BE
RETURNED TO THE PERSON FILING THE ARTICLES OR CERTIFICATE.
(C) ALL PERSONS SHALL HAVE THE OPPORTUNITY TO ACQUIRE A COPY OF
THE ARTICLES AND OTHER CERTIFICATES FILED AND RECORDED IN THE OFFICE OF THE
SECRETARY OF STATE, BUT NO PERSON DEALING WITH THE ASSOCIATION SHALL BE
CHARGED WITH CONSTRUCTIVE NOTICE OF THE CONTENTS OF ANY SUCH ARTICLES OR
CERTIFICATES BY REASON OF THE FILING OR RECORDING.
Sec. 1729.13. (A) AN ASSOCIATION MAY PAY DIVIDENDS ANNUALLY ON
ITS CAPITAL STOCK. ALL ITS OTHER NET INCOME FROM BUSINESS WITH OR FOR MEMBERS
AND OTHER ELIGIBLE PATRONS, LESS RESERVES WHICH SHALL BE PROVIDED FOR IN THE
BYLAWS OR OTHER WRITTEN AGREEMENTS, SHALL BE DISTRIBUTED TO ITS MEMBERS AND
OTHER ELIGIBLE PATRONS ON THE BASIS OF PATRONAGE AS PROVIDED IN THE BYLAWS OR
OTHER WRITTEN AGREEMENTS. ANY RECEIPTS OR DIVIDENDS FROM SUBSIDIARY
CORPORATIONS, OR FROM STOCK OR OTHER SECURITIES OWNED BY THE ASSOCIATION, MAY
BE INCLUDED IN THE ORDINARY RECEIPTS OF THE ASSOCIATION, AND MAY BE
DISTRIBUTED ACCORDINGLY.
(B) AN ASSOCIATION, AT ANY TIME, MAY PURCHASE ITS OWN COMMON
STOCK AT PAR OR BOOK VALUE AS DETERMINED BY THE BOARD.
(C) AN
ASSOCIATION SHALL HAVE A CONTINUED PERFECTED SECURITY INTEREST
IN ITS MEMBERSHIP STOCK AND PATRONAGE STOCK TO SECURE PAYMENT OF
ANY INDEBTEDNESS OR OTHER OBLIGATION OF THE HOLDER OR OWNER TO
THE ASSOCIATION. NOTWITHSTANDING
CHAPTERS 1308. AND 1309. OF THE
REVISED
CODE, THE SECURITY INTEREST
SHALL HAVE PRIORITY OVER ALL OTHER PERFECTED SECURITY INTERESTS.
UNLESS OTHERWISE PROVIDED IN THE ASSOCIATION'S ARTICLES OF
INCORPORATION OR BYLAWS, OR BY CONTRACT, A MEMBER OR OTHER
PATRON HAS NO RIGHT TO COMPEL AN ASSOCIATION TO OFFSET ITS
MEMBERSHIP STOCK OR PATRONAGE STOCK AGAINST ANY INDEBTEDNESS OR
OBLIGATION OWED TO THE ASSOCIATION.
Sec. 1729.14. EACH ASSOCIATION SHALL ADOPT FOR ITS GOVERNANCE AND
MANAGEMENT, BYLAWS THAT ARE CONSISTENT WITH THE POWERS GRANTED BY THIS CHAPTER
AND THE ARTICLES OF INCORPORATION OF THE ASSOCIATION. THE BYLAWS MAY PROVIDE
FOR ANY OF THE
FOLLOWING:
(A) THE TIME, PLACE, AND MANNER OF CALLING AND CONDUCTING THE
ASSOCIATION'S MEETINGS;
(B) THE NUMBER OF MEMBERS CONSTITUTING A QUORUM. IF VOTING BY
ANY METHOD OTHER THAN PERSONAL APPEARANCE IS USED, MEMBERS REPRESENTED BY A
BALLOT OR BY PROXY MAY BE COUNTED IN COMPUTING A QUORUM ONLY ON THOSE MATTERS
FOR WHICH THE BALLOTS OR PROXIES WERE SUBMITTED.
(C) THE RIGHT OF MEMBERS TO VOTE BY PROXY OR BY BALLOT DELIVERED
IN PERSON, BY MAIL, BY ELECTRONIC OR TELEPHONIC TRANSMITTAL, OR ANY
COMBINATION OF THESE, AND THE CONDITIONS, MANNER, FORM, AND EFFECT OF SUCH
VOTES;
(D) SUBJECT TO THE PROVISIONS OF SECTION 1729.17 of the Revised Code, A METHOD
OF VOTING BY MEMBERS OR DELEGATES, AND ANY LIMITATIONS ON VOTING RIGHTS OF ANY
GROUP OR CLASS OF MEMBERS OR DELEGATES;
(E) THE NUMBER OF DIRECTORS CONSTITUTING A QUORUM;
(F) THE NUMBER, QUALIFICATIONS, COMPENSATION, DUTIES, AND TERMS
OF OFFICE OF DIRECTORS AND OFFICERS, AND THE TIME OF THEIR ELECTION AND THE
MANNER OF GIVING NOTICE OF THE ELECTION;
(G) PENALTIES FOR VIOLATION OF THE BYLAWS;
(H) THE AMOUNTS OF ENTRANCE, ORGANIZATION, AND MEMBERSHIP FEES,
IF ANY; THE MANNER OF COLLECTING THEM; AND THE PURPOSES FOR WHICH THEY MAY BE
USED;
(I) ANY AMOUNT THAT EACH MEMBER IS REQUIRED TO PAY ANNUALLY OR
FROM TIME TO TIME TO CARRY ON THE BUSINESS OF THE ASSOCIATION; ANY CHARGE TO
BE PAID BY EACH MEMBER FOR SERVICES RENDERED BY THE ASSOCIATION, AND THE TIME
OF PAYMENT AND THE MANNER OF COLLECTION OF SUCH CHARGE; AND ANY MARKETING
CONTRACT BETWEEN THE ASSOCIATION AND ITS MEMBERS THAT EVERY MEMBER MAY BE
REQUIRED TO SIGN;
(J) THE NUMBER AND QUALIFICATIONS OF MEMBERS OF THE ASSOCIATION
AND THE CONDITIONS OF MEMBERSHIP OR FOR OWNERSHIP OF MEMBERSHIP STOCK IN
THE ASSOCIATION;
(K) THE TIME AND MANNER OF PERMITTING MEMBERS TO WITHDRAW OR THE
HOLDERS OF MEMBERSHIP STOCK TO TRANSFER THEIR STOCK; AND THE MANNER OF
ASSIGNMENT
AND TRANSFER OF MEMBERSHIP STOCK;
(L) THE CONDITIONS UPON WHICH, AND THE TIME WHEN, THE MEMBERSHIP
OF ANY MEMBER CEASES; AND THE SUSPENSION OF THE RIGHTS OF A MEMBER WHO CEASES
TO BE ELIGIBLE FOR MEMBERSHIP IN THE ASSOCIATION;
(M) THE MANNER AND EFFECT OF THE EXPULSION OF A MEMBER;
(N) IN THE EVENT OF THE DEATH OR WITHDRAWAL OF A MEMBER OR UPON
THE
EXPULSION OF A MEMBER OR THE FORFEITURE OF MEMBERSHIP, ANY OF THE FOLLOWING:
(1) THE MANNER OF DETERMINING THE VALUE OF A MEMBER'S INTEREST;
(2) PROVISION FOR THE PURCHASE OF A MEMBER'S INTEREST BY THE ASSOCIATION;
(3) AT THE OPTION OF THE ASSOCIATION, PROVISION FOR SUCH PURCHASE AT A
PRICE FIXED BY APPRAISAL BY THE BOARD OF DIRECTORS OF THE ASSOCIATION.
(O) ANY OTHER PROVISION FOR ANY MATTER RELATIVE TO THE CONTROL,
REGULATION, OPERATION, MANAGEMENT, OR GOVERNMENT OF THE ASSOCIATION.
Sec. 1729.16. (A) THE INITIAL BYLAWS MAY BE ADOPTED BY THE
ASSOCIATION'S DIRECTORS WHO ARE TO SERVE UNTIL THE FIRST ANNUAL MEETING.
AFTER
THE INITIAL BYLAWS ARE ADOPTED, BYLAWS MAY BE ADOPTED AND AMENDED ONLY BY THE
MEMBERS UNLESS THE MEMBERS ADOPT A BYLAW THAT PERMITS THE BOARD
TO MAKE AND AMEND SPECIFIED BYLAWS.
(B) ANY BYLAW ADOPTED OR AMENDED BY THE BOARD SHALL BE REPORTED
AT THE NEXT REGULAR MEMBER MEETING. ANY SUCH BYLAW IS SUBJECT TO AMENDMENT OR
REPEAL BY THE MEMBERS AT ANY TIME.
(C) UNLESS THE BYLAWS PROVIDE OTHERWISE, ANY BYLAW MAY BE
ADOPTED, AMENDED, OR REPEALED BY A MAJORITY OF THE MEMBER VOTES CAST ON THE
ADOPTION, AMENDMENT, OR REPEAL.
Sec. 1729.17. (A) EACH MEMBER ENTITLED TO VOTE SHALL HAVE ONE
VOTE, EXCEPT THAT THE ARTICLES OR BYLAWS OF THE ASSOCIATION MAY PERMIT THE
FOLLOWING:
(1) VOTING BY MEMBERS IN ACCORDANCE WITH THE AMOUNT OF BUSINESS
DONE WITH OR THROUGH THE ASSOCIATION.
(2) VOTING BY DELEGATES, INCLUDING A VOTING SYSTEM THAT PROVIDES
ANY ONE OR A COMBINATION OF THE FOLLOWING:
(a) THAT A DELEGATE MAY CAST ONLY ONE VOTE;
(b) THAT A DELEGATE MAY CAST ONE VOTE FOR EACH MEMBER REPRESENTED
BY THE DELEGATE;
(c) THAT ANOTHER FORM OF DELEGATE VOTING MAY BE USED.
(3) VOTING BY DELEGATES OR CERTAIN MEMBERS ON MATTERS THAT
ARE TO BE SUBMITTED TO A MEMBER VOTE.
(4) VOTING BY ANY COMBINATION OF THE METHODS SET FORTH IN
DIVISION (A)(1), (2), OR (3) OF THIS SECTION OR ANY
OTHER METHOD OF VOTING SET FORTH IN THE BYLAWS, PROVIDED THE ASSOCIATION IS
CONTROLLED BY THE MEMBERS.
(B) IF THE ARTICLES OR BYLAWS PROVIDE THAT ONLY DELEGATES OR
CERTAIN MEMBERS ARE ENTITLED TO VOTE ON MATTERS TO BE SUBMITTED TO A MEMBER
VOTE, "MEMBER" OR "MEMBERS," AS USED IN THIS CHAPTER WITH RESPECT TO
THE RIGHT OF A MEMBER TO VOTE, VOTING PROCEDURE, THE REQUIRED PROPORTION OF
MEMBER VOTES, ACTIONS THAT ARE REQUIRED OR PERMITTED TO BE TAKEN BY MEMBERS,
AND THE NUMBER OF MEMBERS REQUIRED FOR A QUORUM, MEANS THE DELEGATES OR
OTHER MEMBERS ENTITLED TO VOTE. WHERE VOTING IS BASED ON THE AMOUNT OF
BUSINESS DONE, PROVISIONS OF THIS CHAPTER REQUIRING A VOTE OF THE MEMBERS ARE
MET IF THE REQUIRED MEMBERSHIP VOTE IS SATISFIED BASED ON THE VOTING POWER OF
THE MEMBERS.
Sec. 1729.18. (A) AN ASSOCIATION SHALL HAVE TWO OR MORE MEMBERS.
HOWEVER, AN ASSOCIATION MAY HAVE ONE MEMBER IF THAT MEMBER IS AN ASSOCIATION
THAT HAS TWO OR MORE MEMBERS.
(B) EACH ASSOCIATION SHALL HOLD AN ANNUAL MEETING OF ITS MEMBERS.
THE BOARD MAY CALL A SPECIAL MEETING OF THE
MEMBERS AT ANY TIME. ANY MEETING OF THE MEMBERS MAY BE HELD AT ONE TIME OR IN
A SERIES OF MEETINGS AT ONE OR MORE LOCATIONS.
(C) TWENTY PER CENT OF THE MEMBERS ENTITLED TO VOTE MAY FILE WITH
THE BOARD A PETITION STATING THE SPECIFIC BUSINESS TO BE BROUGHT BEFORE THE
ASSOCIATION AND DEMANDING A SPECIAL MEETING AT ANY TIME FOR CONSIDERATION OF
SUCH BUSINESS. UPON COMPLIANCE WITH THIS DIVISION, THE MEETING SHALL BE
CALLED BY THE BOARD.
(D) NOTICE OF EVERY MEETING, TOGETHER WITH A STATEMENT OF THE
PURPOSE OF THE MEETING, SHALL BE SENT TO EACH MEMBER WHO IS ENTITLED TO VOTE
AT THE MEETING AND ANY AFFECTED
STOCKHOLDER AT THE MEMBER'S OR STOCKHOLDER'S
CURRENT ADDRESS, AS SHOWN IN THE RECORDS OF THE
ASSOCIATION, AT LEAST TEN DAYS PRIOR TO THE
MEETING, IN ACCORDANCE WITH SECTION 1729.20 of the Revised Code. THE BYLAWS MAY PROVIDE
THAT THE NOTICE BE GIVEN BY PUBLICATION IN A NEWSPAPER OR NEWSPAPERS OF
GENERAL CIRCULATION
IN THE TRADE AREA OF THE ASSOCIATION IF NOTICE TO INDIVIDUAL MEMBERS AND
AFFECTED SHAREHOLDERS IS IMPRACTICABLE.
Sec. 1729.19. (A) UNLESS PROHIBITED IN AN ASSOCIATION'S ARTICLES
OF INCORPORATION OR BYLAWS, ANY ACTION THAT MAY BE AUTHORIZED OR TAKEN AT A
MEETING OF THE MEMBERS, AFFECTED STOCKHOLDERS, THE BOARD,
OR ANY COMMITTEE OF THE BOARD, MAY BE AUTHORIZED OR TAKEN WITHOUT
A MEETING, WITH THE AFFIRMATIVE VOTE OR APPROVAL OF, AND IN WRITING OR
WRITINGS SIGNED BY:
(1) IN THE CASE OF MEMBERS OR AFFECTED STOCKHOLDERS, SIXTY PER CENT OF THE
VOTES OF THE MEMBERS OR STOCKHOLDERS WHO WOULD BE ENTITLED TO VOTE ON THE
ACTION AT A MEETING FOR SUCH PURPOSE;
(2) IN THE CASE OF THE BOARD OF DIRECTORS OR A COMMITTEE OF THE BOARD, ALL
OF THE DIRECTORS ON THE BOARD OR ALL OF THE COMMITTEE MEMBERS ON THE
COMMITTEE.
(B) ANY SUCH WRITING OR WRITINGS SHALL BE INCLUDED IN THE RECORDS
OF THE ASSOCIATION IN THE SAME MANNER AS MINUTES OF MEETINGS OF THE
ASSOCIATION'S MEMBERS, AFFECTED STOCKHOLDERS, BOARD, OR COMMITTEE OF THE
BOARD.
(C) ANY CERTIFICATE WITH RESPECT TO THE AUTHORIZATION OR TAKING
OF ANY ACTION THAT IS REQUIRED TO BE FILED IN THE OFFICE OF THE SECRETARY
OF STATE SHALL STATE THAT THE AUTHORIZATION OR TAKING OF SUCH ACTION WAS IN
WRITING OR WRITINGS APPROVED AND SIGNED AS PROVIDED IN THIS SECTION.
Sec. 1729.20. (A) WHENEVER NOTICE IS REQUIRED BY THIS CHAPTER TO
BE GIVEN TO ANY PERSON, THE NOTICE MAY BE GIVEN PERSONALLY, BY MAIL, OR BY
ELECTRONIC OR TELEPHONIC TRANSMITTAL. IF MAILED, THE NOTICE IS GIVEN WHEN IT
IS DEPOSITED IN THE UNITED STATES MAIL, WITH POSTAGE
PREPAID,
ADDRESSED TO THE PERSON AT THE PERSON'S ADDRESS AS IT APPEARS
ON THE RECORDS OF THE ASSOCIATION. IF NOTICE IS SENT BY ELECTRONIC OR
TELEPHONIC TRANSMITTAL, NOTICE IS GIVEN WHEN AN ELECTRONIC OR TELEPHONIC
CONFIRMATION OF DELIVERY IS RECEIVED BY THE ASSOCIATION.
(B) A SIGNED WAIVER IS EQUIVALENT TO PERSONAL NOTICE TO THE
PERSON SIGNING. THE WAIVER MAY BE SIGNED AT ANY TIME.
Sec. 1729.22. (A) EXCEPT WHERE THIS CHAPTER OR AN ASSOCIATION'S
ARTICLES OF INCORPORATION OR BYLAWS REQUIRE THAT ACTION BE OTHERWISE
AUTHORIZED OR TAKEN, ALL OF THE AUTHORITY OF AN ASSOCIATION SHALL BE EXERCISED
BY OR UNDER THE DIRECTION OF THE BOARD. THE BOARD SHALL CONSIST
OF NOT LESS THAN FIVE DIRECTORS, ELECTED BY AND FROM THE MEMBERS, UNLESS THE
NUMBER OF MEMBERS IS LESS THAN FIVE, IN WHICH CASE, THE NUMBER OF DIRECTORS
MAY EQUAL THE NUMBER OF MEMBERS.
(B) THE BYLAWS MAY PROVIDE THAT THE MEMBERSHIP OF AN ASSOCIATION
BE DIVIDED INTO DISTRICTS OR OTHER GROUPINGS AND THAT THE DIRECTORS SHALL BE
ELECTED ACCORDING TO SUCH DISTRICTS OR GROUPINGS. IN SUCH CASE, THE BYLAWS
SHALL SPECIFY THE NUMBER OF DIRECTORS TO BE ELECTED AND THE MANNER OF
REAPPORTIONING OR REDISTRICTING THE MEMBERSHIP.
(C) THE BYLAWS MAY PROVIDE THAT ONE OR MORE DIRECTORS MAY BE
APPOINTED BY THE OTHER DIRECTORS. THE APPOINTED DIRECTORS NEED NOT BE MEMBERS
OF THE ASSOCIATION, BUT SHALL HAVE THE SAME POWERS, RIGHTS, AND
RESPONSIBILITIES AS OTHER DIRECTORS. THE APPOINTED DIRECTORS SHALL NOT NUMBER
MORE THAN ONE-FIFTH OF THE ENTIRE NUMBER OF DIRECTORS.
(D) THE BYLAWS MAY PROVIDE FOR AN EXECUTIVE COMMITTEE AND MAY
ALLOT TO THE COMMITTEE ANY OF THE FUNCTIONS AND POWERS OF THE BOARD, SUBJECT
TO
THE GENERAL DIRECTION AND CONTROL OF THE BOARD.
(E) THE ASSOCIATION MAY PROVIDE A FAIR REMUNERATION FOR THE TIME
ACTUALLY SPENT BY ITS OFFICERS AND DIRECTORS IN ITS SERVICE, AND FOR THE
SERVICES OF THE MEMBERS OF ITS EXECUTIVE COMMITTEE.
(F) WHEN A VACANCY ON THE BOARD OCCURS OTHER THAN BY EXPIRATION
OF TERM, THE REMAINING DIRECTORS ON THE BOARD, BY A MAJORITY VOTE, SHALL ELECT
A
DIRECTOR TO FILL THE VACANCY. IF THE BYLAWS PROVIDE FOR AN ELECTION OF
DIRECTORS BY DISTRICT OR OTHER GROUPING, THE BOARD MAY CALL A SPECIAL MEETING
OF THE MEMBERS IN THAT DISTRICT OR GROUP TO FILL THE VACANCY.
Sec. 1729.23. (A) A DIRECTOR SHALL PERFORM THE DUTIES
OF A DIRECTOR, INCLUDING DUTIES AS A MEMBER OF ANY COMMITTEE OF THE DIRECTORS
UPON WHICH THE DIRECTOR SERVES, IN GOOD FAITH, IN A MANNER THE DIRECTOR
REASONABLY
BELIEVES TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE ASSOCIATION, AND
WITH THE CARE THAT AN ORDINARILY PRUDENT PERSON IN A LIKE POSITION WOULD USE
UNDER SIMILAR CIRCUMSTANCES. IN PERFORMING THESE DUTIES, A DIRECTOR IS
ENTITLED TO RELY ON INFORMATION, OPINIONS, REPORTS, OR STATEMENTS, INCLUDING
FINANCIAL STATEMENTS AND OTHER FINANCIAL DATA, THAT ARE PREPARED OR PRESENTED
BY ANY OF THE FOLLOWING:
(1) ONE OR MORE DIRECTORS, OFFICERS, OR EMPLOYEES OF THE ASSOCIATION WHOM
THE DIRECTOR REASONABLY BELIEVES ARE RELIABLE AND COMPETENT IN THE MATTERS
PREPARED OR PRESENTED;
(2) COUNSEL, PUBLIC ACCOUNTANTS, OR OTHER PERSONS AS TO MATTERS THAT THE
DIRECTOR REASONABLY BELIEVES ARE WITHIN THE PERSON'S PROFESSIONAL OR EXPERT
COMPETENCE;
(3) A COMMITTEE OF THE DIRECTORS UPON WHICH THE DIRECTOR DOES NOT SERVE,
ESTABLISHED IN ACCORDANCE WITH THE ASSOCIATION'S ARTICLES OF INCORPORATION OR
BYLAWS, AS TO MATTERS WITHIN ITS DESIGNATED AUTHORITY, PROVIDED THE DIRECTOR
REASONABLY BELIEVES THE COMMITTEE MERITS CONFIDENCE.
(B) FOR PURPOSES OF DIVISION (A) OF THIS SECTION:
(1) A DIRECTOR SHALL NOT BE FOUND TO HAVE FAILED TO PERFORM THE DUTIES IN
ACCORDANCE WITH DIVISION (A) OF THIS SECTION, UNLESS IT IS PROVED, BY
CLEAR AND CONVINCING EVIDENCE, IN AN ACTION BROUGHT AGAINST THE DIRECTOR THAT
THE DIRECTOR HAS NOT ACTED IN GOOD FAITH, IN A MANNER REASONABLY BELIEVED TO
BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE ASSOCIATION, OR WITH THE
CARE THAT AN ORDINARILY PRUDENT PERSON IN A LIKE POSITION WOULD USE UNDER
SIMILAR CIRCUMSTANCES. SUCH AN ACTION INCLUDES, BUT IS NOT LIMITED TO, AN
ACTION THAT INVOLVES OR AFFECTS ANY OF THE FOLLOWING:
(a) A CHANGE OR POTENTIAL CHANGE IN CONTROL OF THE ASSOCIATION;
(b) A TERMINATION OR POTENTIAL TERMINATION OF THE DIRECTOR'S
SERVICE TO THE ASSOCIATION AS A DIRECTOR;
(c) SERVICE IN ANY OTHER POSITION OR RELATIONSHIP WITH THE
ASSOCIATION.
(2) A DIRECTOR SHALL NOT BE CONSIDERED TO BE ACTING IN GOOD FAITH IF THE
DIRECTOR HAS KNOWLEDGE CONCERNING THE MATTER IN QUESTION THAT WOULD CAUSE
RELIANCE ON INFORMATION, OPINIONS, REPORTS, OR STATEMENTS THAT ARE PREPARED OR
PRESENTED BY THE PERSONS DESCRIBED IN DIVISIONS (A)(1) TO (3) OF THIS
SECTION TO BE UNWARRANTED.
(3) THE PROVISIONS OF DIVISION (B) OF THIS SECTION DO NOT LIMIT
RELIEF AVAILABLE UNDER SECTION 1729.24 of the Revised Code.
(C)(1) SUBJECT TO DIVISIONS (C)(2) AND (3) OF THIS
SECTION, A DIRECTOR IS LIABLE IN DAMAGES FOR ANY ACT THAT THE DIRECTOR TAKES
OR FAILS TO TAKE AS DIRECTOR ONLY IF IT IS PROVED, BY CLEAR AND CONVINCING
EVIDENCE, IN AN ACTION BROUGHT AGAINST THE DIRECTOR THAT THE ACT OR OMISSION
OF THE DIRECTOR WAS ONE
UNDERTAKEN WITH A DELIBERATE INTENT TO CAUSE INJURY TO THE ASSOCIATION OR WAS
ONE UNDERTAKEN WITH A RECKLESS DISREGARD FOR THE BEST INTERESTS OF THE
ASSOCIATION.
(2) DIVISION (C)(1) OF THIS SECTION DOES NOT AFFECT THE LIABILITY
OF A DIRECTOR UNDER SECTION 1729.25 of the Revised Code.
(3) SUBJECT TO DIVISION (C)(2) OF THIS SECTION, DIVISION
(C)(1) OF THIS SECTION DOES NOT APPLY IF, AND ONLY TO THE EXTENT
THAT, AT THE TIME OF AN ACT OR OMISSION OF THE DIRECTOR, THE ASSOCIATION'S
ARTICLES OF INCORPORATION OR BYLAWS STATE, BY SPECIFIC REFERENCE TO DIVISION
(C)(1) OF THIS SECTION, THAT ITS PROVISIONS DO NOT APPLY TO THE
ASSOCIATION.
(D) FOR PURPOSES OF THIS SECTION, IN DETERMINING WHAT IS
REASONABLY BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE
ASSOCIATION, A DIRECTOR SHALL CONSIDER THE PURPOSES OF THE ASSOCIATION AND MAY
CONSIDER ANY OF THE FOLLOWING:
(1) THE INTERESTS OF THE EMPLOYEES, SUPPLIERS, CREDITORS, AND CUSTOMERS OF
THE ASSOCIATION;
(2) THE ECONOMY OF THIS STATE AND OF THE UNITED STATES;
(3) COMMUNITY AND SOCIETAL MATTERS;
(4) THE LONG-TERM AND SHORT-TERM BEST INTERESTS OF THE ASSOCIATION,
INCLUDING, BUT NOT LIMITED TO, THE POSSIBILITY THAT THOSE INTERESTS MAY BE
BEST SERVED BY THE CONTINUED INDEPENDENCE OF THE ASSOCIATION.
(E) DIVISIONS (B) AND (C) OF THIS SECTION DO
NOT AFFECT THE DUTIES OF A DIRECTOR WHO ACTS IN ANY CAPACITY OTHER THAN AS A
DIRECTOR.
Sec. 1729.24. (A) UNLESS OTHERWISE PROVIDED IN AN ASSOCIATION'S
ARTICLES OF INCORPORATION OR BYLAWS:
(1) NO CONTRACT OR TRANSACTION BETWEEN AN ASSOCIATION AND ONE OR MORE OF
ITS DIRECTORS OR OFFICERS, OR BETWEEN THE ASSOCIATION AND ANY OTHER PERSON IN
WHICH ONE OR MORE OF THE ASSOCIATION'S DIRECTORS OR OFFICERS, ARE DIRECTORS OR
OFFICERS, OR HAVE A FINANCIAL OR PERSONAL INTEREST, SHALL BE VOID OR VOIDABLE
SOLELY FOR THIS REASON, OR SOLELY BECAUSE THE DIRECTOR OR OFFICER IS PRESENT
AT OR PARTICIPATES IN THE MEETING OF THE BOARD OR COMMITTEE THAT AUTHORIZES
THE CONTRACT OR TRANSACTION, OR SOLELY BECAUSE THE DIRECTOR'S OR OFFICER'S
VOTES ARE COUNTED FOR SUCH PURPOSE, IF ANY OF THE FOLLOWING APPLIES:
(a) THE MATERIAL FACTS AS TO THE RELATIONSHIP OR INTEREST AND AS
TO THE CONTRACT OR TRANSACTION ARE DISCLOSED OR ARE KNOWN TO THE BOARD OR THE
COMMITTEE, AND THE BOARD OR COMMITTEE, IN GOOD FAITH AUTHORIZES THE CONTRACT
OR TRANSACTION BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE DISINTERESTED
DIRECTORS, EVEN THOUGH THE DISINTERESTED DIRECTORS CONSTITUTE LESS THAN A
QUORUM OF THE BOARD OR THE COMMITTEE;
(b) THE MATERIAL FACTS AS TO THE RELATIONSHIP OR INTEREST AND AS
TO THE CONTRACT OR TRANSACTION ARE DISCLOSED OR ARE KNOWN TO THE MEMBERS
ENTITLED TO VOTE ON THE CONTRACT OR TRANSACTION, AND THE CONTRACT OR
TRANSACTION IS SPECIFICALLY APPROVED AT A MEETING OF THE MEMBERS;
(c) THE CONTRACT OR TRANSACTION IS FAIR AS TO THE ASSOCIATION AT
THE TIME IT IS AUTHORIZED OR APPROVED BY THE BOARD, OR A COMMITTEE OF THE
BOARD, OR THE MEMBERS.
(2) COMMON OR INTERESTED DIRECTORS MAY BE COUNTED IN DETERMINING THE
PRESENCE OF A QUORUM AT A MEETING OF THE BOARD, OR OF A COMMITTEE THAT
AUTHORIZES THE CONTRACT OR TRANSACTION.
(B) DIVISIONS (A)(1) AND (2) OF THIS SECTION DO NOT
LIMIT OR OTHERWISE AFFECT THE LIABILITY OF DIRECTORS UNDER SECTION 1729.25
of the Revised Code.
(C) FOR PURPOSES OF DIVISION (A) OF THIS SECTION, A
DIRECTOR IS NOT AN INTERESTED DIRECTOR SOLELY BECAUSE THE SUBJECT OF A
CONTRACT OR TRANSACTION MAY INVOLVE OR EFFECT A CHANGE IN CONTROL OF THE
ASSOCIATION OR CONTINUATION IN OFFICE AS A DIRECTOR OF THE ASSOCIATION.
Sec. 1729.25. (A) THE MEMBERS, THE DIRECTORS, AND THE OFFICERS
OF AN ASSOCIATION SHALL NOT BE PERSONALLY LIABLE FOR ANY OBLIGATION OF THE
ASSOCIATION.
(B)(1) DIRECTORS WHO VOTE FOR OR ASSENT TO ANY OF THE FOLLOWING
ARE JOINTLY AND SEVERALLY LIABLE TO THE ASSOCIATION IN ACCORDANCE WITH
DIVISION (B)(2) OF THIS SECTION:
(a) A DISTRIBUTION OF ASSETS TO MEMBERS, STOCKHOLDERS, OR PATRONS
CONTRARY TO LAW, THE ASSOCIATION'S ARTICLES OF INCORPORATION, OR BYLAWS;
(b) A DISTRIBUTION OF ASSETS TO PERSONS OTHER THAN CREDITORS
DURING THE WINDING UP OF THE AFFAIRS OF THE ASSOCIATION, ON DISSOLUTION OR
OTHERWISE, WITHOUT THE PAYMENT OF ALL KNOWN OBLIGATIONS OF THE ASSOCIATION, OR
WITHOUT MAKING ADEQUATE PROVISION FOR THE PAYMENT OF THE OBLIGATIONS;
(c) THE MAKING OF LOANS, OTHER THAN IN THE USUAL CONDUCT OF THE
ASSOCIATION'S AFFAIRS OR IN ACCORDANCE WITH THE ASSOCIATION'S ARTICLES OR
BYLAWS, TO AN OFFICER, DIRECTOR, OR MEMBER OF THE ASSOCIATION.
(2)(a) IN CASES UNDER DIVISION (B)(1)(a)
OF THIS SECTION, UP TO THE AMOUNT OF THE DISTRIBUTION IN EXCESS OF THE
AMOUNT THAT COULD HAVE BEEN DISTRIBUTED WITHOUT VIOLATION OF LAW, THE ARTICLES
OF INCORPORATION, OR BYLAWS, BUT NOT IN EXCESS OF THE AMOUNT THAT WOULD INURE
TO THE BENEFIT OF THE CREDITORS OF THE ASSOCIATION IF IT WAS INSOLVENT AT THE
TIME OF THE DISTRIBUTION OR THERE WAS REASONABLE GROUND TO BELIEVE THAT BY
SUCH VOTE OR ASSENT IT WOULD BE RENDERED INSOLVENT, OR TO THE BENEFIT OF THE
MEMBERS OR STOCKHOLDERS OTHER THAN MEMBERS OR STOCKHOLDERS OF THE CLASS IN
RESPECT OF WHICH THE DISTRIBUTION WAS MADE;
(b) IN CASES UNDER DIVISION (B)(1)(b) OF
THIS SECTION, TO THE EXTENT THAT THE OBLIGATIONS, NOT OTHERWISE BARRED BY
STATUTE, ARE NOT PAID, OR FOR THE PAYMENT OF WHICH ADEQUATE PROVISION HAS NOT
BEEN MADE;
(c) IN CASES UNDER DIVISION (B)(1)(c)
OF THIS SECTION, FOR THE AMOUNT OF THE LOAN WITH INTEREST THEREON AT THE
RATE OF SIX PER CENT PER YEAR UNTIL THE AMOUNT HAS BEEN PAID.
(3) A DIRECTOR IS NOT LIABLE UNDER DIVISION
(B)(1)(a) OR (b) OF THIS SECTION, IF
IN DETERMINING THE AMOUNT AVAILABLE FOR ANY SUCH DISTRIBUTION, THE DIRECTOR IN
GOOD FAITH RELIED ON A FINANCIAL STATEMENT OF THE ASSOCIATION PREPARED BY AN
OFFICER OR EMPLOYEE OF THE ASSOCIATION IN CHARGE OF ITS ACCOUNTS OR
BY A CERTIFIED PUBLIC ACCOUNTANT OR FIRM OF CERTIFIED PUBLIC ACCOUNTANTS, OR
IN GOOD FAITH
CONSIDERED THE ASSETS TO BE OF THEIR BOOK VALUE, OR FOLLOWED WHAT THE DIRECTOR
BELIEVED TO BE SOUND ACCOUNTING AND BUSINESS PRACTICE.
(C) A DIRECTOR WHO IS PRESENT AT A MEETING OF THE BOARD OR A
COMMITTEE OF THE BOARD AT WHICH ACTION ON ANY MATTER IS AUTHORIZED OR TAKEN
AND WHO HAS NOT VOTED FOR OR AGAINST SUCH ACTION SHALL BE PRESUMED TO HAVE
VOTED FOR THE ACTION UNLESS THE DIRECTOR DISSENTS FROM THE ACTION
DURING THE MEETING AND THE DISSENT IS NOTED IN THE MINUTES
OF THE PROCEEDINGS OF THE MEETING, OR A WRITTEN DISSENT
IS FILED EITHER
DURING THE MEETING OR WITHIN A REASONABLE TIME AFTER THE ADJOURNMENT OF THE
MEETING.
(D) A MEMBER, STOCKHOLDER, OR PATRON WHO RECEIVES ANY
DISTRIBUTION MADE CONTRARY TO LAW, THE ASSOCIATION'S ARTICLES OF
INCORPORATION, OR BYLAWS IS LIABLE TO THE ASSOCIATION FOR THE AMOUNT RECEIVED
THAT IS IN EXCESS OF THE AMOUNT THAT COULD HAVE BEEN DISTRIBUTED.
(E) A DIRECTOR AGAINST WHOM A CLAIM IS ASSERTED UNDER OR PURSUANT
TO THIS SECTION AND WHO IS HELD LIABLE ON THE CLAIM IS ENTITLED TO
CONTRIBUTION, ON EQUITABLE PRINCIPLES, FROM OTHER DIRECTORS WHO ALSO ARE
LIABLE. IN ADDITION, ANY DIRECTOR AGAINST WHOM A CLAIM IS ASSERTED UNDER OR
PURSUANT TO THIS SECTION, OR WHO IS HELD LIABLE, HAS A RIGHT OF CONTRIBUTION
FROM THE MEMBER, STOCKHOLDER, OR PATRON WHO RECEIVED ANY DISTRIBUTION MADE
CONTRARY TO LAW, THE ARTICLES OF INCORPORATION, OR BYLAWS, AND SUCH PERSONS AS
AMONG THEMSELVES ALSO ARE ENTITLED TO CONTRIBUTION IN PROPORTION TO THE
AMOUNTS RECEIVED BY THEM RESPECTIVELY.
(F) NO ACTION SHALL BE BROUGHT BY OR ON BEHALF OF AN ASSOCIATION,
UPON ANY CAUSE OF ACTION ARISING UNDER DIVISION
(B)(1)(a) OR (b) OF THIS SECTION, AT
ANY TIME AFTER TWO YEARS FROM THE DAY ON WHICH THE VIOLATION OCCURS; PROVIDED
THAT NO SUCH ACTION IS BARRED BY THIS DIVISION IF IT IS COMMENCED PRIOR TO THE
EFFECTIVE DATE OF THIS SECTION.
Sec. 1729.26. (A) THE OFFICERS OF AN ASSOCIATION SHALL CONSIST
OF A PRESIDENT, A SECRETARY, A TREASURER, AND, IF DESIRED, A CHAIRPERSON OF
THE BOARD, ONE OR MORE VICE-PRESIDENTS, AND
SUCH OTHER OFFICERS AND ASSISTANT OFFICERS AS NECESSARY. THE OFFICERS SHALL
BE ELECTED BY THE BOARD. THE CHAIRPERSON OF THE BOARD SHALL BE A DIRECTOR.
UNLESS THE ASSOCIATION'S ARTICLES OF INCORPORATION OR BYLAWS PROVIDE
OTHERWISE, NONE OF THE OTHER OFFICERS NEED BE A DIRECTOR. ANY TWO OR MORE
OFFICES MAY BE HELD BY THE SAME PERSON, BUT NO OFFICER SHALL EXECUTE,
ACKNOWLEDGE, OR VERIFY ANY INSTRUMENT IN MORE THAN ONE CAPACITY IF THE
INSTRUMENT IS REQUIRED BY LAW OR BY THE ARTICLES OR BYLAWS TO BE EXECUTED,
ACKNOWLEDGED, OR VERIFIED BY TWO OR MORE OFFICERS. UNLESS THE ARTICLES OR THE
BYLAWS PROVIDE OTHERWISE, ALL OFFICERS SHALL BE ELECTED ANNUALLY.
(B) ALL OFFICERS SHALL HAVE THE AUTHORITY TO PERFORM, AND SHALL
PERFORM, THE DUTIES AS THE BYLAWS PROVIDE, OR AS THE BOARD MAY DETERMINE IN
ACCORDANCE WITH THE BYLAWS.
Sec. 1729.15 1729.27. Every IF REQUIRED BY THE
ASSOCIATION'S BYLAWS, EVERY officer, employee, and agent handling funds,
negotiable
instruments, or other property of or for an association shall execute and
deliver adequate bonds for the faithful performance of his THE
OFFICER'S, EMPLOYEE'S, OR AGENT'S duties and obligations.
Sec. 1729.16 1729.28. (A) Any member of an
association may bring charges
against an
officer or director of the association by filing them in writing with the
secretary of the association, together with a petition, signed by five
TWENTY per
cent of the members, requesting the removal of the officer or director in
question. The removal shall be voted upon at the next regular or special
meeting of the association and, by a vote of a majority of the members, the
association may remove the officer or director and fill the vacancy. The
director or officer against whom such charges are brought shall be informed in
writing of the charges previous to the meeting and shall have an opportunity
at the meeting to be heard in person or by counsel and to present witnesses,
and the persons bringing the charges against him THE DIRECTOR OR
OFFICER shall have the same opportunity.
(B) In case the bylaws provide for election of directors by
districts with primary
elections in each district OR OTHER GROUPING, then the petition for
removal of a director must
be signed by twenty per cent of the members residing in the district OR
BELONGING TO THE GROUP from
which
he THE DIRECTOR was elected. The board of directors
shall then
call a special meeting of the members residing in that district OR
BELONGING TO THE GROUP to consider AND VOTE UPON
the removal of the director; and at such meeting, by a vote of the majority of
the members of that district OR BELONGING TO THE GROUP, the director in
question shall be removed from
office.
Sec. 1729.29. (A) AN ASSOCIATION SHALL KEEP CORRECT AND COMPLETE
BOOKS AND RECORDS OF ACCOUNT, AND SHALL ALSO KEEP MINUTES OF THE PROCEEDINGS
OF MEETINGS OF ITS MEMBERS, BOARD, AND DELEGATES. THE
ASSOCIATION SHALL KEEP AT ITS PRINCIPAL OFFICE RECORDS OF THE NAMES AND
ADDRESSES OF ALL MEMBERS AND STOCKHOLDERS WITH THE AMOUNT OF OWNERSHIP
INTERESTS AND STOCK HELD BY EACH.
(B) AT ANY REASONABLE TIME, ANY MEMBER, UPON WRITTEN NOTICE THAT
STATES A PROPER PURPOSE FOR AN EXAMINATION OF BOOKS AND RECORDS AND THAT IS
DELIVERED OR SENT TO THE ASSOCIATION AT LEAST ONE WEEK IN ADVANCE, MAY EXAMINE
THOSE BOOKS AND RECORDS PERTINENT TO THE PURPOSE IN THE NOTICE. THE BOARD MAY
DENY A REQUEST OF A MEMBER TO EXAMINE THE BOOKS AND RECORDS IF THE PURPOSE IS
NOT PROPER BECAUSE THE PURPOSE IS NOT DIRECTLY RELATED TO THE PERSON'S
INTEREST AS A MEMBER AND IS CONTRARY TO THE BEST INTERESTS OF THE ASSOCIATION.
(C) AT ANY REASONABLE TIME, A STOCKHOLDER WHO IS NOT A MEMBER,
UPON WRITTEN NOTICE THAT STATES A PROPER PURPOSE FOR AN EXAMINATION OF BOOKS
AND RECORDS AND THAT IS DELIVERED OR SENT TO THE ASSOCIATION AT LEAST ONE WEEK
IN ADVANCE, MAY EXAMINE THOSE BOOKS AND RECORDS THAT ARE PERTINENT TO THE
PURPOSE IN THE NOTICE. THE BOARD MAY DENY A REQUEST OF A STOCKHOLDER TO
EXAMINE THE BOOKS AND RECORDS IF THE PURPOSE IS NOT PROPER BECAUSE THE PURPOSE
IS NOT DIRECTLY RELATED TO THE PERSON'S INTEREST AS A STOCKHOLDER AND IS
CONTRARY TO THE BEST INTEREST OF THE ASSOCIATION.
Sec. 1729.35. (A) AN ASSOCIATION MAY MERGE OR CONSOLIDATE WITH
ONE OR MORE ASSOCIATIONS UNDER THIS CHAPTER. BEFORE AN ASSOCIATION MAY MERGE
OR CONSOLIDATE WITH ANY OTHER ASSOCIATION, A WRITTEN AGREEMENT OF MERGER OR
CONSOLIDATION SHALL BE APPROVED BY THE BOARD OF EACH CONSTITUENT
ASSOCIATION AND BY THE MEMBERS OF EACH CONSTITUENT ASSOCIATION.
THE AGREEMENT SHALL SET FORTH THE TERMS OF THE MERGER OR CONSOLIDATION,
INCLUDING ANY PROVISIONS FOR AMENDMENT OR ABANDONMENT OF THE AGREEMENT. IN
THE CASE OF A CONSOLIDATION, THE AGREEMENT ALSO SHALL CONTAIN THE ARTICLES OF
INCORPORATION OF THE NEW ASSOCIATION.
(B)(1) IF THE AGREEMENT OF MERGER OR CONSOLIDATION PROVIDES THAT
A HOLDER OF STOCK OTHER THAN MEMBERSHIP STOCK OR PATRONAGE STOCK IN A
CONSTITUENT ASSOCIATION WILL BE AFFECTED, ALL OF THE FOLLOWING APPLY:
(a) UNLESS THE BOARD OF THE CONSTITUENT ASSOCIATION PROVIDES THAT
DIVISION (B)(1)(b) OF THIS SECTION APPLIES, THE
AFFECTED STOCKHOLDER SHALL BE ENTITLED TO CAST ONE VOTE ON THE AGREEMENT
REGARDLESS OF THE PAR OR STATED VALUE, THE NUMBER OF SHARES, OR THE NUMBER OF
AFFECTED CLASSES OF THE STOCK HELD.
(b) THE BOARD OF A CONSTITUENT ASSOCIATION MAY PROVIDE THAT A
STOCKHOLDER OTHERWISE ENTITLED TO VOTE UNDER DIVISION
(B)(1)(a) OF THIS SECTION SHALL INSTEAD BE ENTITLED TO
PAYMENT OF FAIR CASH VALUE OF THE AFFECTED STOCK HELD BY THE STOCKHOLDER IN
ACCORDANCE WITH SECTION 1729.46 of the Revised Code.
(c) A MEMBER HOLDING STOCK AFFECTED BY A PROPOSED AGREEMENT OF
MERGER OR CONSOLIDATION MAY VOTE ONLY AS A MEMBER AND SHALL NOT BE ENTITLED TO
VOTE OR DEMAND FAIR CASH VALUE AS AN AFFECTED STOCKHOLDER.
(2) FOR PURPOSES OF THIS SECTION, A HOLDER OF STOCK IS AFFECTED AS TO ANY
CLASS OF STOCK OWNED BY THE HOLDER ONLY IF THE AGREEMENT OF MERGER OR
CONSOLIDATION DOES ANY OF THE FOLLOWING:
(a) DECREASES THE DIVIDENDS TO WHICH THAT CLASS MAY BE ENTITLED
OR CHANGES THE METHOD BY WHICH THE DIVIDEND RATE ON THAT CLASS IS FIXED;
(b) PROVIDES FOR ADDITIONAL RESTRICTION OF RIGHTS TO TRANSFER
SHARES OF THAT CLASS;
(c) GIVES TO ANOTHER EXISTING OR ANY NEW CLASS OF STOCK OR EQUITY
INTEREST NOT PREVIOUSLY ENTITLED THERETO ANY PREFERENCE, AS TO DIVIDENDS OR
UPON DISSOLUTION, THAT IS HIGHER THAN PREFERENCES OF THAT CLASS;
(d) CHANGES THE PAR VALUE OF SHARES OF THAT CLASS OR OF ANY OTHER
CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO DIVIDENDS OR UPON
DISSOLUTION;
(e) INCREASES THE NUMBER OF AUTHORIZED SHARES OF ANY OTHER CLASS
HAVING THE SAME OR HIGHER PREFERENCES AS TO DIVIDENDS OR UPON DISSOLUTION
BEYOND THE AGGREGATE AUTHORIZATIONS FOR SUCH CLASSES IN THE CONSTITUENT
ASSOCIATIONS;
(f) REQUIRES OR PERMITS AN EXCHANGE OF SHARES OF ANY CLASS WITH
LOWER PREFERENCES AS TO DIVIDENDS OR UPON DISSOLUTION FOR SHARES OF ANY OTHER
CLASS WITH HIGHER PREFERENCES.
(C) THE AGREEMENT IS APPROVED IF BOTH OF THE FOLLOWING CONDITIONS
ARE MET WITH RESPECT TO EACH CONSTITUENT ASSOCIATION:
(1) NOTICE OF THE MEETING TO VOTE ON THE AGREEMENT, THE AGREEMENT, AND A
DESCRIPTION OF THE METHOD OF VOTING HAVE BEEN SENT TO ALL MEMBERS, AND TO ALL
AFFECTED STOCKHOLDERS ENTITLED EITHER TO VOTE ON THE AGREEMENT
OR TO RECEIVE PAYMENT OF FAIR CASH VALUE UNDER DIVISION (B)
OF THIS SECTION;
(2) SIXTY PER CENT OF THE MEMBER VOTES CAST APPROVE THE AGREEMENT, AND A
SIMPLE MAJORITY OF THE VOTES CAST BY THE AFFECTED STOCKHOLDERS ENTITLED TO
VOTE UNDER
DIVISION (B) OF THIS SECTION APPROVE THE AGREEMENT.
(D) NOTWITHSTANDING DIVISION (C) OF THIS SECTION, NO
VOTE OF THE MEMBERS OR STOCKHOLDERS OF A CONSTITUENT ASSOCIATION SHALL BE
NECESSARY TO APPROVE A MERGER OF A WHOLLY OWNED SUBSIDIARY ASSOCIATION WITH
AND INTO ITS PARENT ASSOCIATION OR A MERGER OR A CONSOLIDATION OF TWO OR MORE
SUBSIDIARY ASSOCIATIONS THAT ARE WHOLLY OWNED BY AN ASSOCIATION.
(E) AFTER APPROVAL OF AN AGREEMENT UNDER THIS SECTION, BUT BEFORE
THE MERGER OR CONSOLIDATION IS EFFECTIVE, THE AGREEMENT MAY BE AMENDED IN
ACCORDANCE WITH ANY PROVISION FOR AMENDMENT SET FORTH IN THE AGREEMENT,
PROVIDED THAT AN AMENDMENT MADE SUBSEQUENT TO ADOPTION OF THE AGREEMENT BY THE
MEMBERS OF ANY CONSTITUENT ASSOCIATION SHALL NOT DO ANY OF THE FOLLOWING:
(1) CHANGE THE MEMBERSHIP RIGHTS, OR THE AMOUNT OR KIND OF STOCK,
SECURITIES, CASH, PROPERTY, OR OTHER RIGHTS TO BE RECEIVED, EXCHANGED, OR
CONVERTED IN THE MERGER OR CONSOLIDATION;
(2) CHANGE THE ARTICLES OF INCORPORATION OR BYLAWS OF THE SURVIVING OR NEW
ASSOCIATION AS PROVIDED FOR IN THE AGREEMENT;
(3) CHANGE ANY PROVISION OF THE AGREEMENT WITH RESPECT TO THE RIGHTS OF
MEMBERS OR THE MANNER OF VOTING IN THE SURVIVING OR NEW ASSOCIATION.
(F) AFTER APPROVAL OF AN AGREEMENT UNDER THIS SECTION, BUT BEFORE
THE MERGER OR CONSOLIDATION IS EFFECTIVE, THE MERGER OR CONSOLIDATION MAY BE
ABANDONED IN ACCORDANCE WITH ANY PROVISION FOR ABANDONMENT SET FORTH IN THE
AGREEMENT.
(G) THE MERGER OR CONSOLIDATION SHALL TAKE EFFECT IN ACCORDANCE
WITH SECTIONS 1729.37 AND 1729.38 of the Revised Code.
Sec. 1729.36. (A) AN ASSOCIATION MAY MERGE OR CONSOLIDATE WITH
ONE OR MORE ENTITIES, IF SUCH MERGER OR CONSOLIDATION IS PERMITTED BY THE LAWS
UNDER WHICH EACH CONSTITUENT ENTITY EXISTS AND THE ASSOCIATION COMPLIES WITH
THIS SECTION.
(B) EACH CONSTITUENT ASSOCIATION SHALL COMPLY WITH SECTION
1729.35 of the Revised Code WITH RESPECT TO FORM AND APPROVAL OF AN AGREEMENT OF MERGER OR
CONSOLIDATION, AND EACH CONSTITUENT ENTITY SHALL COMPLY WITH THE APPLICABLE
PROVISIONS OF THE LAWS UNDER WHICH IT EXISTS, EXCEPT THAT THE AGREEMENT OF
MERGER OR CONSOLIDATION, BY WHATEVER NAME DESIGNATED, SHALL COMPLY WITH
DIVISIONS (C) AND (D) OF THIS SECTION.
(C) THE AGREEMENT OF MERGER OR CONSOLIDATION SHALL SET FORTH ALL
OF THE FOLLOWING:
(1) THE NAMES OF THE STATES AND THE LAWS UNDER WHICH EACH CONSTITUENT
ENTITY EXISTS;
(2) ALL STATEMENTS AND MATTERS REQUIRED TO BE SET FORTH IN AGREEMENTS OF
MERGER OR CONSOLIDATION BY THE LAWS UNDER WHICH ANY CONSTITUENT ENTITY EXISTS;
(3) A STATEMENT THAT THE SURVIVING OR NEW ENTITY IS TO BE AN ASSOCIATION,
CORPORATION, OR LIMITED LIABILITY COMPANY;
(4) IF THE SURVIVING OR NEW ENTITY IS TO BE A FOREIGN ENTITY:
(a) THE PLACE WHERE THE PRINCIPAL OFFICE OF THE SURVIVING OR NEW
ENTITY IS TO BE LOCATED IN THE STATE IN WHICH THE SURVIVING OR NEW ENTITY IS
TO EXIST;
(b) THE CONSENT BY THE SURVIVING OR NEW ENTITY THAT IT MAY BE
SUED AND SERVED WITH PROCESS IN THIS
STATE IN ANY PROCEEDING FOR THE ENFORCEMENT OF ANY OBLIGATION OF ANY
CONSTITUENT ASSOCIATION OR DOMESTIC ENTITY;
(c) THE CONSENT BY THE SURVIVING OR NEW ENTITY THAT IT SHALL
BE SUBJECT TO THE APPLICABLE PROVISIONS OF
CHAPTER 1703. OF THE
REVISED
CODE, IF IT IS A FOREIGN
CORPORATION OR FOREIGN ASSOCIATION, OR TO SECTIONS 1705.53 TO
1705.58 OF THE REVISED
CODE, IF IT IS A FOREIGN
LIMITED LIABILITY COMPANY;
(d) IF IT IS DESIRED THAT THE SURVIVING OR NEW ENTITY EXERCISE
ITS CORPORATE PRIVILEGES IN THIS STATE AS A FOREIGN
ENTITY.
(D) THE AGREEMENT MAY ALSO SET FORTH OTHER PROVISIONS PERMITTED
BY THE LAWS OF ANY STATE IN WHICH ANY CONSTITUENT ENTITY EXISTS.
(E) IF THE SURVIVING OR NEW ENTITY IS AN ASSOCIATION, THE MERGER
OR CONSOLIDATION SHALL TAKE EFFECT IN ACCORDANCE WITH SECTIONS
1729.37 AND 1729.38 of the Revised Code.
(F) IF THE SURVIVING OR NEW ENTITY IS AN ENTITY OTHER THAN AN
ASSOCIATION, THE MERGER OR CONSOLIDATION SHALL TAKE EFFECT IN ACCORDANCE WITH
THE APPLICABLE PROVISIONS OF THE LAWS UNDER WHICH IT EXISTS.
Sec. 1729.37. (A) UNLESS A LATER DATE IS SPECIFIED IN THE
AGREEMENT, A
MERGER OR CONSOLIDATION UNDER SECTIONS 1729.35 AND 1729.36 of the Revised Code IS EFFECTIVE
WHEN THE CERTIFICATE OF MERGER OR CONSOLIDATION IS FILED IN ACCORDANCE WITH
SECTION 1729.38 of the Revised Code. IF, AFTER FILING THE CERTIFICATE BUT BEFORE THE MERGER
OR CONSOLIDATION IS EFFECTIVE, THE MERGER OR CONSOLIDATION IS AMENDED OR
ABANDONED, AS PROVIDED IN DIVISIONS (E) AND (F) OF SECTION
1729.35 of the Revised Code, AN AUTHORIZED OFFICER OF EACH CONSTITUENT ASSOCIATION SHALL SIGN
A
CERTIFICATE OF AMENDMENT OR ABANDONMENT STATING THAT THE AGREEMENT OF MERGER
OR CONSOLIDATION HAS BEEN AMENDED OR ABANDONED AND THE DATE OF SUCH ACTION,
AND SHALL FILE THE CERTIFICATE IN THE SAME MANNER AS THE CERTIFICATE OF MERGER
OR CONSOLIDATION. ANY CERTIFICATE OF AMENDMENT OR ABANDONMENT SHALL BE FILED
PRIOR TO THE DATE THE MERGER OR CONSOLIDATION WOULD OTHERWISE BE EFFECTIVE.
(B) IN THE CASE OF A MERGER, THE SURVIVING ASSOCIATION OR ENTITY
IS THE ONE DESIGNATED IN THE AGREEMENT. IN THE CASE OF A CONSOLIDATION, THE
NEW ASSOCIATION OR ENTITY IS THE ONE DESIGNATED IN THE AGREEMENT. THE
SEPARATE EXISTENCE OF ALL CONSTITUENT ASSOCIATIONS OR ENTITIES IN THE
AGREEMENT, EXCEPT THE SURVIVING OR NEW ASSOCIATION OR ENTITY, CEASES UPON THE
EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION.
(C) THE SURVIVING OR NEW ASSOCIATION OR ENTITY POSSESSES ALL THE
RIGHTS AND ALL THE PROPERTY OF EACH CONSTITUENT ASSOCIATION OR ENTITY, AND IS
RESPONSIBLE FOR ALL THEIR OBLIGATIONS. TITLE TO ANY PROPERTY IS VESTED IN THE
SURVIVING OR NEW ASSOCIATION OR ENTITY WITH NO REVERSION OR IMPAIRMENT OF THE
PROPERTY CAUSED BY THE MERGER OR CONSOLIDATION. A MERGER OR CONSOLIDATION
SHALL NOT BE CONSIDERED AN ASSIGNMENT. NO RIGHT OF ANY CREDITOR SHALL BE
IMPAIRED BY THE MERGER OR CONSOLIDATION WITHOUT THE CREDITOR'S CONSENT.
(D) IF THE SURVIVING ORGANIZATION IS AN ASSOCIATION, THE ARTICLES
OF INCORPORATION ARE AMENDED TO THE EXTENT PROVIDED IN
THE AGREEMENT OF MERGER.
Sec. 1729.38. (A)(1) UPON ADOPTION OF AN AGREEMENT OF MERGER OR
CONSOLIDATION UNDER SECTION 1729.35 OR 1729.36 of the Revised Code, A CERTIFICATE, SIGNED BY
ANY AUTHORIZED OFFICER OF EACH CONSTITUENT ASSOCIATION OR ENTITY, SHALL BE
FILED WITH
THE SECRETARY OF STATE
ON A FORM PRESCRIBED BY THE SECRETARY OF STATE THAT SETS
FORTH THE FOLLOWING:
(a) THE NAME AND FORM OF EACH CONSTITUENT ASSOCIATION OR ENTITY
AND THE STATE LAW UNDER WHICH EACH CONSTITUENT ENTITY EXISTS;
(b) A STATEMENT THAT EACH CONSTITUENT ASSOCIATION OR ENTITY HAS
ADOPTED THE AGREEMENT OF MERGER OR CONSOLIDATION, THE MANNER OF ADOPTION, AND
THAT THE AGREEMENT WAS ADOPTED IN COMPLIANCE WITH THE LAWS APPLICABLE TO EACH
CONSTITUENT ASSOCIATION OR ENTITY;
(c) THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION, WHICH DATE
MAY BE ON OR AFTER THE DATE OF FILING OF THE CERTIFICATE;
(d) IN THE CASE OF A MERGER, A STATEMENT THAT ONE OR MORE
SPECIFIED CONSTITUENT ASSOCIATIONS OR ENTITIES WILL BE MERGED INTO A SPECIFIED
SURVIVING ASSOCIATION OR ENTITY, OR, IN THE CASE OF A CONSOLIDATION, A
STATEMENT THAT THE CONSTITUENT ASSOCIATIONS OR ENTITIES WILL BE CONSOLIDATED
INTO A NEW ASSOCIATION OR ENTITY;
(e) THE NAME AND ADDRESS OF THE STATUTORY AGENT UPON WHOM ANY
PROCESS, NOTICE, OR DEMAND AGAINST ANY CONSTITUENT ASSOCIATION OR ENTITY, OR
THE SURVIVING OR NEW ASSOCIATION OR ENTITY MAY BE SERVED.
(2) IN THE CASE OF A MERGER INTO AN ASSOCIATION OR DOMESTIC ENTITY, ANY
AMENDMENTS TO THE ARTICLES OF INCORPORATION OR THE ARTICLES OR ORGANIZATION OF
THE SURVIVING ASSOCIATION OR ENTITY SHALL BE FILED WITH THE CERTIFICATE.
(3) IN THE CASE OF A CONSOLIDATION TO FORM A NEW DOMESTIC ASSOCIATION OR
ENTITY, THE ARTICLES OF INCORPORATION OR THE ARTICLES OF ORGANIZATION OF THE
NEW ASSOCIATION OR ENTITY SHALL BE FILED WITH THE CERTIFICATE.
(4) IF THE SURVIVING OR NEW ENTITY IS A FOREIGN ENTITY THAT DESIRES TO
TRANSACT BUSINESS IN THIS STATE AS A FOREIGN ENTITY, THE CERTIFICATE SHALL BE
ACCOMPANIED BY THE INFORMATION REQUIRED FOR QUALIFICATION OF A FOREIGN ENTITY
IN THIS STATE BY CHAPTER 1703. of the Revised Code, IN THE CASE OF A FOREIGN
CORPORATION OR FOREIGN COOPERATIVE, OR BY SECTIONS 1705.53 AND 1705.54 of the Revised Code,
IN THE CASE OF A FOREIGN LIMITED LIABILITY COMPANY.
(B) A COPY OF THE CERTIFICATE OF MERGER OR CONSOLIDATION,
CERTIFIED BY THE SECRETARY OF STATE, MAY BE FILED FOR RECORD IN THE OFFICE OF
THE COUNTY RECORDER OF ANY COUNTY IN THIS STATE. FOR SUCH RECORDING THE
COUNTY RECORDER SHALL CHARGE AND COLLECT THE SAME FEE AS IN THE CASE OF DEEDS.
THE CERTIFIED COPY OF THE CERTIFICATE OF MERGER OR CONSOLIDATION SHALL BE
RECORDED IN THE RECORDS OF DEEDS.
(C) FOR PURPOSES OF
THIS SECTION, "DOMESTIC ENTITY" MEANS A CORPORATION OR LIMITED
LIABILITY COMPANY ORGANIZED UNDER THE LAWS OF THIS STATE.
Sec. 1729.40. (A) ANY ASSOCIATION MAY DIVIDE ITSELF INTO TWO OR
MORE ASSOCIATIONS. A WRITTEN PLAN OF DIVISION SHALL BE
APPROVED BY THE ASSOCIATION'S BOARD. SUCH PLAN SHALL SET FORTH
ALL THE TERMS OF THE DIVISION AND THE PROPOSED EFFECT OF THE DIVISION ON ALL
MEMBERS AND STOCKHOLDERS OF THE ASSOCIATION. THE PLAN ALSO SHALL CONTAIN THE
ARTICLES OF INCORPORATION AND BYLAWS OF EACH ASSOCIATION
RESULTING FROM THE DIVISION, WHICH ARTICLES AND BYLAWS
SHALL CONFORM TO THE REQUIREMENTS FOR ASSOCIATIONS ORGANIZED
UNDER THIS CHAPTER.
(B)(1) IF THE PLAN OF DIVISION PROVIDES THAT A HOLDER OF STOCK
OTHER THAN MEMBERSHIP STOCK OR PATRONAGE STOCK WILL BE AFFECTED, THE FOLLOWING
APPLY:
(a) UNLESS THE BOARD PROVIDES THAT DIVISION
(B)(1)(b) OF THIS SECTION APPLIES, THE AFFECTED
STOCKHOLDER SHALL BE ENTITLED TO CAST ONE VOTE ON THE PLAN OF DIVISION
REGARDLESS OF THE PAR OR STATED VALUE, THE NUMBER OF SHARES, OR THE NUMBER OF
AFFECTED CLASSES OF THE STOCK HELD.
(b) THE BOARD MAY PROVIDE THAT A STOCKHOLDER OTHERWISE ENTITLED
TO VOTE UNDER DIVISION (B)(1)(a) OF THIS SECTION
SHALL INSTEAD BE ENTITLED TO PAYMENT OF FAIR CASH VALUE OF THE AFFECTED STOCK
HELD BY THE STOCKHOLDER IN ACCORDANCE WITH SECTION 1729.46 of the Revised Code.
(c) A MEMBER HOLDING STOCK AFFECTED BY A PROPOSED PLAN OF
DIVISION MAY VOTE ONLY AS A MEMBER AND SHALL NOT BE ENTITLED TO VOTE OR DEMAND
FAIR CASH VALUE AS AN AFFECTED STOCKHOLDER.
(2) FOR PURPOSES OF THIS SECTION, A HOLDER OF STOCK IS AFFECTED AS TO ANY
CLASS OF STOCK OWNED BY THE HOLDER ONLY IF THE PLAN OF DIVISION DOES ANY OF
THE FOLLOWING:
(a) DECREASES THE DIVIDENDS TO WHICH THAT CLASS MAY BE ENTITLED
OR CHANGES THE METHOD BY WHICH THE DIVIDEND RATE ON THAT CLASS IS FIXED;
(b) PROVIDES ANY ADDITIONAL RESTRICTION ON RIGHTS TO TRANSFER
SHARES OF THAT CLASS;
(c) GIVES TO ANOTHER EXISTING OR ANY NEW CLASS OF STOCK OR EQUITY
INTEREST NOT PREVIOUSLY ENTITLED THERETO ANY PREFERENCE, AS TO DIVIDENDS OR
UPON DISSOLUTION, THAT IS HIGHER THAN PREFERENCES OF THAT CLASS IN A RESULTING
ASSOCIATION;
(d) CHANGES THE PAR VALUE OF SHARES OF THAT CLASS OR OF ANY OTHER
CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO DIVIDENDS OR UPON
DISSOLUTION;
(e) INCREASES THE AGGREGATE NUMBER OF AUTHORIZED SHARES OF ANY
OTHER CLASS HAVING THE SAME OR HIGHER PREFERENCES AS TO DIVIDENDS OR UPON
DISSOLUTION IN THE RESULTING ASSOCIATIONS BEYOND THE AUTHORIZATION FOR SUCH
CLASSES IN THE ORIGINAL ASSOCIATION;
(f) REQUIRES OR PERMITS AN EXCHANGE OF SHARES OF ANY CLASS WITH
LOWER PREFERENCES AS TO DIVIDENDS OR UPON DISSOLUTION IN THE ORIGINAL
ASSOCIATION FOR SHARES OF ANY
OTHER CLASS WITH HIGHER PREFERENCES IN A RESULTING ASSOCIATION.
(C) THE PLAN OF DIVISION IS APPROVED IF BOTH OF THE FOLLOWING
CONDITIONS ARE MET:
(1) NOTICE OF THE MEETING TO VOTE ON THE PLAN, THE PLAN OF DIVISION, AND A
DESCRIPTION OF THE METHOD OF VOTING HAVE BEEN SENT TO ALL MEMBERS AND TO ALL
AFFECTED STOCKHOLDERS ENTITLED EITHER TO VOTE ON THE PLAN OR TO RECEIVE
PAYMENT OF FAIR CASH VALUE UNDER DIVISION (B) OF THIS SECTION;
(2) SIXTY PER CENT OF THE MEMBER VOTES CAST APPROVE THE PLAN, AND A SIMPLE
MAJORITY OF THE VOTES CAST BY THE AFFECTED STOCKHOLDERS ENTITLED TO VOTE UNDER
DIVISION (B) OF THIS SECTION APPROVE THE PLAN.
(D) AFTER APPROVAL OF A PLAN OF DIVISION UNDER THIS SECTION, BUT
BEFORE THE DIVISION IS EFFECTIVE, THE PLAN MAY BE AMENDED OR ABANDONED IN
ACCORDANCE WITH A PROVISION FOR AMENDMENT OR ABANDONMENT SET FORTH IN THE
PLAN, PROVIDED THAT AN AMENDMENT MADE SUBSEQUENT TO APPROVAL OF THE PLAN BY
THE MEMBERS SHALL NOT DO ANY OF THE FOLLOWING:
(1) CHANGE THE MEMBERSHIP RIGHTS, OR THE AMOUNT OR KIND OF STOCK,
SECURITIES, CASH, PROPERTY, OR OTHER RIGHTS TO BE RECEIVED, EXCHANGED, OR
CONVERTED IN THE DIVISION;
(2) CHANGE THE ARTICLES OF INCORPORATION OR BYLAWS OF THE RESULTING
ASSOCIATIONS AS PROVIDED FOR IN THE PLAN;
(3) CHANGE ANY PROVISION OF THE PLAN WITH RESPECT TO THE RIGHTS OF MEMBERS
OR THE MANNER OF VOTING IN THE RESULTING ASSOCIATIONS.
(E)(1) UPON APPROVAL OF A PLAN OF DIVISION, A CERTIFICATE, SIGNED
BY ANY AUTHORIZED OFFICER OF THE ORIGINAL ASSOCIATION, SHALL BE FILED WITH THE
SECRETARY OF STATE ON A FORM PRESCRIBED BY THE SECRETARY OF STATE SETTING
FORTH THE FOLLOWING:
(a) THE NAME OF THE ORIGINAL ASSOCIATION AND THE NAME OF EACH
RESULTING ASSOCIATION;
(b) A STATEMENT THAT THE ORIGINAL ASSOCIATION HAS ADOPTED THE
PLAN OF DIVISION, THE MANNER OF ADOPTION, AND THAT THE PLAN WAS ADOPTED IN
COMPLIANCE WITH THIS SECTION;
(c) THE EFFECTIVE DATE OF THE DIVISION, WHICH DATE MAY BE ON OR
AFTER THE DATE OF FILING OF THE CERTIFICATE;
(d) A STATEMENT THAT THE ORIGINAL ASSOCIATION WILL BE DIVIDED
INTO SPECIFIED RESULTING ASSOCIATIONS;
(e) THE NAME AND ADDRESS OF THE STATUTORY AGENT UPON WHOM ANY
PROCESS, NOTICE, OR DEMAND AGAINST THE ORIGINAL ASSOCIATION MAY BE SERVED, AND
THE NAME AND ADDRESS OF A STATUTORY AGENT FOR EACH RESULTING ASSOCIATION UPON
WHOM PROCESS, NOTICE, OR DEMAND AGAINST THAT RESULTING ASSOCIATION MAY BE
SERVED.
(2) THE ARTICLES OF INCORPORATION OF EACH OF THE RESULTING ASSOCIATIONS
SHALL BE FILED WITH THE CERTIFICATE.
Sec. 1729.42. (A) A DOMESTIC CORPORATION MAY CONVERT ITSELF INTO
AN ASSOCIATION BY ADOPTING AN AMENDMENT TO ITS ARTICLES OF INCORPORATION IN
WHICH IT ELECTS TO BECOME SUBJECT TO THIS CHAPTER, TOGETHER WITH ANY CHANGES
IN ITS ARTICLES OF INCORPORATION AND BYLAWS REQUIRED BY THIS CHAPTER, AND ANY
OTHER DESIRABLE CHANGES PERMITTED BY THIS CHAPTER. THE AMENDMENT SHALL BE
ADOPTED, FILED, AND RECORDED IN THE MANNER PROVIDED BY THE LAW UNDER WHICH THE
CORPORATION EXISTS.
(B) AN ASSOCIATION MAY CONVERT ITSELF TO A DOMESTIC CORPORATION
BY ADOPTING AN AMENDMENT TO ITS ARTICLES OF INCORPORATION IN WHICH IT ELECTS
TO BECOME SUBJECT TO ANY OTHER CHAPTER OF TITLE XVII of the Revised Code,
IF SO
PERMITTED BY SUCH CHAPTER, TOGETHER WITH ANY CHANGES IN ITS ARTICLES OF
INCORPORATION AND BYLAWS REQUIRED BY SUCH CHAPTER AND ANY OTHER DESIRABLE
CHANGES PERMITTED BY SUCH CHAPTER. THE AMENDMENT SHALL BE ADOPTED, FILED, AND
RECORDED UNDER THIS CHAPTER IN THE SAME MANNER AS AN AMENDMENT OF THE ARTICLES
OF INCORPORATION UNDER SECTIONS 1729.08 AND 1729.09 of the Revised Code.
Sec. 1729.44. AN ACTION TO SET ASIDE A MERGER, CONSOLIDATION, DIVISION, OR
CONVERSION OF AN ASSOCIATION, ON THE GROUND THAT ANY SECTION of the Revised Code HAS NOT BEEN
COMPLIED WITH, SHALL BE BROUGHT WITHIN NINETY DAYS AFTER THE EFFECTIVE DATE OF
THE MERGER, CONSOLIDATION, DIVISION, OR CONVERSION, OR SUCH ACTION SHALL BE
FOREVER BARRED.
Sec. 1729.46. (A) IN ORDER TO OBTAIN PAYMENT OF THE FAIR CASH
VALUE, A STOCKHOLDER ENTITLED TO PAYMENT OF THE FAIR CASH VALUE OF STOCK UNDER
SECTION 1729.09, 1729.35, 1729.36, OR 1729.40 of the Revised Code SHALL DELIVER A
WRITTEN DEMAND FOR
PAYMENT OF THE FAIR CASH VALUE OF THE STOCK TO THE ASSOCIATION NO LATER THAN
FIFTEEN DAYS AFTER NOTICE IS SENT TO MEMBERS AND STOCKHOLDERS IN ACCORDANCE
WITH SECTION 1729.09, 1729.35, 1729.36, OR 1729.40 of the Revised Code,
AS THE CASE MAY BE. THE WRITTEN DEMAND SHALL STATE THE NAME AND ADDRESS OF
THE
STOCKHOLDER,
THE NUMBER AND CLASS OF THE STOCK FOR WHICH FAIR CASH VALUE IS DEMANDED, AND
THE AMOUNT CLAIMED BY THE STOCKHOLDER TO BE THE FAIR CASH VALUE OF THE STOCK.
DELIVERY OF WRITTEN DEMAND FOR PAYMENT OF FAIR CASH VALUE OF STOCK IN
ACCORDANCE WITH THIS SECTION IS SUFFICIENT IF DELIVERED TO THE ASSOCIATION OR
TO THE SURVIVING OR NEW ASSOCIATION OR ENTITY RESULTING FROM THE MERGER,
CONSOLIDATION, DIVISION, OR CONVERSION, WHETHER THE DEMAND IS DELIVERED
BEFORE, ON, OR AFTER THE
EFFECTIVE DATE OF THE ACTION. IF WRITTEN DEMAND IS NOT
TIMELY DELIVERED IN CONFORMITY WITH THIS SECTION,
THE STOCKHOLDER'S RIGHT TO PAYMENT OF FAIR CASH VALUE WITH RESPECT TO THE
AMENDMENT TO THE ARTICLES OF INCORPORATION, AGREEMENT OF MERGER OR
CONSOLIDATION, PLAN OF DIVISION, OR CONVERSION SHALL BE BARRED.
(B) IF A TIMELY DEMAND IS DELIVERED IN ACCORDANCE WITH THIS
SECTION, FAIR CASH VALUE OF THE STOCK SHALL BE DETERMINED AND PAID TO THE
STOCKHOLDER IN ACCORDANCE WITH THE FOLLOWING PROCEDURES:
(1) THE ASSOCIATION OR THE SURVIVING, NEW, OR RESULTING ASSOCIATION OR
ENTITY SHALL SEND A
WRITTEN ACKNOWLEDGMENT OF RECEIPT OF THE DEMAND FOR FAIR CASH VALUE TO THE
ADDRESS SPECIFIED IN THE DEMAND NO LATER THAN FIFTEEN DAYS AFTER RECEIPT OF
THE DEMAND. IF THE BOARD OF THE ASSOCIATION OR THE SURVIVING, NEW,
OR RESULTING ASSOCIATION OR ENTITY BELIEVES THAT THE DEMAND HAS FAILED TO
COMPLY WITH THE
REQUIREMENTS OF THIS SECTION, THE ACKNOWLEDGMENT SHALL STATE ANY SUCH DEFECTS.
THE ACKNOWLEDGMENT ALSO SHALL STATE WHAT THE BOARD BELIEVES
TO BE THE FAIR CASH VALUE OF THE STOCK THAT IS THE SUBJECT OF THE DEMAND. IF
THE ARTICLES OF INCORPORATION OF THE CONSTITUENT OR ORIGINAL ASSOCIATION
PROVIDE A VALUE FOR THE STOCK
UPON REDEMPTION, THE FAIR CASH VALUE OF THE STOCK
PRESUMPTIVELY SHALL BE THE
LESSER OF THE REDEMPTION VALUE OR THE FAIR MARKET VALUE OF SUCH STOCK
IMMEDIATELY PRIOR TO THE MERGER, CONSOLIDATION, DIVISION, OR CONVERSION.
(2) THE STOCKHOLDER SHALL NOT TRANSFER, ENCUMBER, PLEDGE, OR OTHERWISE
DISPOSE OF THE STOCK THAT IS THE SUBJECT OF THE DEMAND FOR FAIR CASH VALUE, OR
ANY CERTIFICATE REPRESENTING SUCH STOCK, UNTIL THE DEMAND IS FINALLY RESOLVED
BY AGREEMENT, WITHDRAWAL, OR FINAL JUDICIAL DETERMINATION AS PROVIDED IN THIS
SECTION.
(3) IF THE ASSOCIATION'S ARTICLES OF INCORPORATION OR BYLAWS PROVIDE A
REASONABLE BASIS FOR DETERMINING AND PAYING THE FAIR CASH VALUE OF THE STOCK
THAT IS THE SUBJECT OF THE DEMAND FOR FAIR CASH VALUE, OR IF THE ASSOCIATION
OR THE SURVIVING, NEW, OR RESULTING ASSOCIATION OR ENTITY AND THE DEMANDING
STOCKHOLDER REACH AN
AGREEMENT ON THE FAIR CASH VALUE OF THE STOCK WITHIN THREE MONTHS AFTER
DELIVERY OF THE DEMAND FOR FAIR CASH VALUE, THE FAIR CASH VALUE OF THE STOCK
SHALL BE DETERMINED IN ACCORDANCE WITH THE CONSTITUENT OR ORIGINAL
ASSOCIATION'S ARTICLES OF
INCORPORATION OR BYLAWS, OR AS AGREED UPON, AS THE CASE MAY BE. THE
ASSOCIATION SHALL THEREUPON TENDER PAYMENT OF THE FAIR CASH VALUE SO
DETERMINED, TO BE PAID TO THE STOCKHOLDER WITHIN THIRTY DAYS OF DELIVERY OF
ANY CERTIFICATES REPRESENTING THE STOCK OR THE STOCKHOLDER'S WRITTEN WAIVER
AND RELEASE OF CLAIM TO ALL RIGHTS TO THE STOCK TO THE ASSOCIATION OR THE
SURVIVING, NEW, OR RESULTING ASSOCIATION OR ENTITY. WITHOUT PRECLUDING OTHER
POSSIBLE REASONABLE
BASES FOR DETERMINING FAIR CASH VALUE OF STOCK UNDER THIS SECTION, A PROVISION
IN THE CONSTITUENT OR ORIGINAL ASSOCIATION'S ARTICLES OF INCORPORATION OR
BYLAWS THAT FAIR CASH VALUE
SHALL BE DETERMINED BY FINAL AND BINDING ARBITRATION, OR THAT FAIR CASH VALUE
SHALL BE THE LESSER OF PAR VALUE, BOOK VALUE, OR FAIR MARKET VALUE, SHALL BE
CONSIDERED A REASONABLE BASIS FOR DETERMINING AND PAYING THE FAIR CASH VALUE
OF
STOCK.
(C) THE RIGHT OF A DEMANDING STOCKHOLDER TO RECEIVE THE FAIR CASH
VALUE OF STOCK AS TO WHICH THE STOCKHOLDER SEEKS RELIEF AND THE OBLIGATION OF
THE ASSOCIATION OR THE SURVIVING, NEW, OR RESULTING ASSOCIATION OR ENTITY
TO FURNISH THE FAIR CASH
VALUE FOR THOSE INTERESTS TERMINATE IF ANY OF THE FOLLOWING APPLIES:
(1) THE DEMANDING STOCKHOLDER FAILS TO COMPLY WITH THIS SECTION.
(2) THE ASSOCIATION ABANDONS THE AMENDMENT OF ARTICLES, MERGER,
CONSOLIDATION, DIVISION, OR CONVERSION OR IS FINALLY ENJOINED OR PREVENTED
FROM TAKING SUCH ACTION.
(3) THE DEMANDING STOCKHOLDER WITHDRAWS THE DEMAND FOR FAIR CASH VALUE
WITH CONSENT OF THE ASSOCIATION.
(4) THE DEMANDING STOCKHOLDER ATTEMPTS TO SELL, TRANSFER, OR ENCUMBER THE
STOCK WHICH IS THE SUBJECT OF THE DEMAND PRIOR TO FINAL DETERMINATION OF ITS
FAIR CASH VALUE UNDER THIS SECTION OR UNDER SECTION 1729.47 of the Revised Code.
(5) ALL OF THE FOLLOWING APPLY:
(a) THE ARTICLES OF INCORPORATION OR BYLAWS OF THE ASSOCIATION
DO NOT PROVIDE A REASONABLE BASIS FOR DETERMINING AND PAYING
FAIR CASH VALUE TO AN AFFECTED STOCKHOLDER;
(b) THE ASSOCIATION AND THE AFFECTED STOCKHOLDER HAVE NOT AGREED
UPON THE FAIR CASH VALUE OF THE STOCK WHICH IS THE SUBJECT OF THE DEMAND;
(c) THE AFFECTED STOCKHOLDER DOES NOT FILE A TIMELY COMPLAINT
UNDER SECTION 1729.47 of the Revised Code.
(D) THE FAIR CASH VALUE THAT IS AGREED UPON BY THE AFFECTED
STOCKHOLDER AND THE ASSOCIATION, OR DETERMINED USING A REASONABLE BASIS FOR
DETERMINING AND PAYING FAIR CASH VALUE IN THE ASSOCIATION'S ARTICLES OF
INCORPORATION OR BYLAWS, OR FIXED BY A COURT IN A PROCEEDING UNDER SECTION
1729.47 of the Revised Code, SHALL BE PAID WITHIN THIRTY DAYS AS FOLLOWS:
(1) IMMEDIATELY TO THE HOLDER OF UNCERTIFICATED STOCK;
(2) UPON AND SIMULTANEOUSLY WITH THE SURRENDER OF CERTIFICATES
REPRESENTING CERTIFICATED STOCK.
Sec. 1729.47. (A) IF THE ASSOCIATION'S ARTICLES OF
INCORPORATION OR BYLAWS DO
NOT PROVIDE A REASONABLE BASIS FOR DETERMINING AND PAYING FAIR CASH VALUE OF
THE STOCK THAT IS THE SUBJECT OF THE DEMAND FOR PAYMENT OF FAIR CASH VALUE AND
THE
AFFECTED STOCKHOLDER HAS NOT AGREED UPON A FAIR CASH VALUE OF THE STOCK THAT
IS THE SUBJECT OF THE DEMAND WITHIN THREE MONTHS AFTER DELIVERY OF THE DEMAND
FOR PAYMENT OF FAIR CASH VALUE, THE AFFECTED STOCKHOLDER, WITHIN THIRTY
DAYS
THEREAFTER, MAY FILE A COMPLAINT FOR RECOVERY OF FAIR CASH VALUE OF THE STOCK
FROM
THE ASSOCIATION OR THE SURVIVING, NEW, OR RESULTING ASSOCIATION OR ENTITY IN
THE COURT OF COMMON PLEAS OF THE
COUNTY IN WHICH THE PRINCIPAL OFFICE OF THE ASSOCIATION THAT ISSUED THE STOCK
IS OR WAS LOCATED.
OTHER AFFECTED
STOCKHOLDERS WHO HAVE MADE TIMELY DEMAND FOR PAYMENT OF FAIR CASH VALUE
MAY JOIN AS PLAINTIFFS IN THE PROCEEDING AND ANY TWO OR MORE
PROCEEDINGS COMMENCED BY AFFECTED STOCKHOLDERS MAY BE CONSOLIDATED. THE
COMPLAINT SHALL CONTAIN A BRIEF STATEMENT OF THE RELEVANT FACTS, INCLUDING THE
VOTE BY MEMBERS OF THE ASSOCIATION, THE FACTS ENTITLING THE STOCKHOLDER TO
RELIEF UNDER THIS SECTION, AND A DEMAND FOR THAT RELIEF. NOTWITHSTANDING THE
RULES OF CIVIL PROCEDURE, NO ANSWER TO A COMPLAINT
FILED UNDER THIS SECTION IS REQUIRED.
(B) UPON FILING THE COMPLAINT AND UPON MOTION OF THE COMPLAINANT,
THE COURT SHALL FIX A DATE FOR HEARING ON THE COMPLAINT AND REQUIRE SERVICE OF
A NOTICE OF THE COMPLAINT AND THE DATE FOR HEARING ON THE DEFENDANT IN THE
MANNER PRESCRIBED IN THE RULES OF CIVIL PROCEDURE
FOR SERVICE OF PROCESS.
(C) ON THE DATE FIXED FOR THE HEARING OR ANY ADJOURNMENT THEREOF,
THE COURT SHALL DETERMINE FROM THE COMPLAINT AND ANY EVIDENCE SUBMITTED AT THE
HEARING BY THE PARTIES, WHETHER THE AFFECTED STOCKHOLDER IS ENTITLED TO THE
FAIR CASH VALUE OF STOCK THAT IS THE SUBJECT OF THE DEMAND AND, IF THE
STOCKHOLDER IS TO BE SO PAID, THE NUMBER AND CLASS OF STOCK FOR WHICH PAYMENT
IS TO BE MADE.
(D) IF THE COURT FINDS THAT THE AFFECTED STOCKHOLDER IS TO BE
PAID, IT MAY APPOINT ONE OR MORE PERSONS AS APPRAISERS TO RECEIVE EVIDENCE AS
TO THE FAIR CASH VALUE. THE APPRAISERS SHALL HAVE THE POWER AND AUTHORITY
THAT THE COURT SPECIFIES IN THE ORDER OF APPOINTMENT, AND THE COURT SHALL FIX
REASONABLE COMPENSATION FOR THE APPRAISERS. AFTER RECEIVING THE
RECOMMENDATION OF ANY APPOINTED APPRAISER, OR IF APPRAISERS ARE NOT APPOINTED,
THE COURT SHALL MAKE FINDINGS AS TO THE FAIR CASH VALUE AND RENDER JUDGMENT
FOR THE PAYMENT OF THAT FAIR CASH VALUE AND INTEREST AT THE RATE AND FROM THE
DATE THE COURT CONSIDERS EQUITABLE. THE COSTS OF THE PROCEEDING, INCLUDING
COMPENSATION OF THE APPOINTED APPRAISERS AS FIXED BY THE COURT, SHALL BE
ASSESSED AS THE COURT CONSIDERS EQUITABLE.
(E) THE PROCEEDING ON THE COMPLAINT FOR FAIR CASH VALUE IS A
SPECIAL PROCEEDING, AND FINAL ORDERS IN IT MAY BE VACATED, MODIFIED, OR
REVERSED ON APPEAL PURSUANT TO THE RULES OF APPELLATE
PROCEDURE AND, TO THE EXTENT NOT IN CONFLICT WITH THOSE RULES,
CHAPTER 2505. of the Revised Code.
Sec. 1729.49. (A) AS USED IN THIS SECTION, "SUBSTANTIALLY ALL"
MEANS MORE THAN TWO-THIRDS OF THE ASSOCIATION'S ASSETS, MEASURED, IN THE
BOARD'S DISCRETION, EITHER BY VALUE AS RECORDED IN THE BOOKS AND RECORDS OF
THE ASSOCIATION OR BY FAIR MARKET VALUE.
(B) UNLESS THE ARTICLES OF INCORPORATION OR THE BYLAWS OF AN
ASSOCIATION OTHERWISE PROVIDE, A LEASE, SALE, EXCHANGE, TRANSFER, OR OTHER
DISPOSITION OF ANY ASSETS OF AN ASSOCIATION MAY BE MADE UPON TERMS AND
FOR CONSIDERATION, WHICH MAY CONSIST, IN WHOLE OR IN PART, OF MONEY OR
OTHER PROPERTY, INCLUDING SHARES OR OTHER SECURITIES OR PROMISSORY
OBLIGATIONS
OF ANY ASSOCIATION OR ENTITY, AS MAY BE AUTHORIZED BY THE
BOARD. IF A LEASE, SALE, EXCHANGE, TRANSFER, OR OTHER
DISPOSITION, OR A SERIES OF SUCH TRANSACTIONS, WOULD DISPOSE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE ASSOCIATION, THEN THE DISPOSITION MAY
BE MADE ONLY UPON A WRITTEN PLAN OF DISPOSITION PREPARED BY THE BOARD
OR BY A COMMITTEE SELECTED BY THE BOARD FOR THAT PURPOSE, AND
ADOPTED IN THE SAME MANNER AS PROVIDED FOR THE ADOPTION OF A RESOLUTION OF
DISSOLUTION IN SECTION 1729.55 of the Revised Code.
A PLAN OF DISPOSITION SHALL SET FORTH A
GENERAL DESCRIPTION OR SUMMARY OF THE ASSETS SUBJECT TO DISPOSITION, THE
METHOD OF DISPOSITION, THE INTENDED TRANSFEREE OF THE ASSETS, IF KNOWN TO THE
BOARD OF DIRECTORS, AND A GENERAL DESCRIPTION OF ANY MATERIAL EFFECT THE BOARD
BELIEVES THE DISPOSITION WILL HAVE ON THE INTERESTS OF THE MEMBERS AND
STOCKHOLDERS. NOTICE OF A MEETING OF THE MEMBERS AT WHICH A PLAN OF
DISPOSITION WILL BE VOTED ON SHALL BE GIVEN TO ALL MEMBERS, WHETHER OR NOT
ENTITLED TO VOTE AT THE MEETING. SUCH NOTICE SHALL BE ACCOMPANIED BY A COPY
OR SUMMARY OF THE PLAN OF DISPOSITION AND A BALLOT FOR THOSE MEMBERS ENTITLED
TO VOTE ON THE PLAN.
(C) THE ASSOCIATION, BY ITS BOARD, MAY ABANDON A
PLAN OF DISPOSITION, SUBJECT TO THE CONTRACT RIGHTS OF OTHER PERSONS, IF THE
POWER OF ABANDONMENT IS CONFERRED UPON THE BOARD EITHER BY THE
TERMS OF THE TRANSACTION OR IN THE PLAN OF DISPOSITION.
(D) AN ACTION TO SET ASIDE A DISPOSITION OF ASSETS BY AN
ASSOCIATION, ON THE
GROUND THAT ANY SECTION of the Revised Code APPLICABLE TO THE LEASE, SALE, EXCHANGE,
TRANSFER, OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL THE ASSETS OF SUCH
ASSOCIATION HAS NOT BEEN COMPLIED WITH, SHALL BE BROUGHT WITHIN NINETY DAYS
AFTER SUCH TRANSACTION, OR SUCH ACTION SHALL BE FOREVER BARRED.
Sec. 1729.55. (A) AN ASSOCIATION MAY BE DISSOLVED VOLUNTARILY IN
THE MANNER PROVIDED IN THIS SECTION.
(B) A RESOLUTION OF DISSOLUTION FOR AN ASSOCIATION SHALL STATE
BOTH OF THE FOLLOWING:
(1) THAT THE ASSOCIATION ELECTS TO BE DISSOLVED;
(2) ANY ADDITIONAL PROVISION CONSIDERED NECESSARY WITH RESPECT TO THE
PROPOSED DISSOLUTION AND WINDING UP.
(C) BEFORE SUBSCRIPTIONS FOR MEMBERSHIP AND ANY STOCK OR OTHER
OWNERSHIP INTEREST HAVE BEEN RECEIVED, THE INCORPORATORS OR A MAJORITY OF THE
INCORPORATORS MAY ADOPT, BY A WRITING SIGNED BY THEM, A RESOLUTION OF
DISSOLUTION.
(D) THE DIRECTORS MAY ADOPT A RESOLUTION OF DISSOLUTION IN THE
FOLLOWING CASES:
(1) WHEN THE ASSOCIATION HAS BEEN ADJUDGED BANKRUPT OR HAS MADE A GENERAL
ASSIGNMENT FOR THE BENEFIT OF CREDITORS;
(2) BY LEAVE OF THE COURT, WHEN A RECEIVER HAS BEEN APPOINTED IN A GENERAL
CREDITORS' SUIT OR IN ANY SUIT IN WHICH THE AFFAIRS OF THE ASSOCIATION ARE TO
BE WOUND UP;
(3) WHEN SUBSTANTIALLY ALL OF THE ASSETS HAVE BEEN SOLD AT JUDICIAL SALE
OR OTHERWISE;
(4) WHEN THE ARTICLES OF INCORPORATION HAVE BEEN CANCELED FOR FAILURE TO
FILE ANNUAL FRANCHISE OR EXCISE TAX RETURNS OR FOR FAILURE TO PAY FRANCHISE OR
EXCISE TAXES AND THE ASSOCIATION HAS NOT BEEN REINSTATED OR DOES NOT DESIRE TO
BE REINSTATED;
(5) WHEN THE PERIOD OF EXISTENCE OF THE ASSOCIATION SPECIFIED IN ITS
ARTICLES HAS EXPIRED.
(E) AT A MEETING HELD FOR SUCH PURPOSE, THE MEMBERS MAY ADOPT A
RESOLUTION OF DISSOLUTION BY THE AFFIRMATIVE VOTE OF SIXTY PER CENT OF THE
MEMBER VOTES CAST ON SUCH PROPOSAL OR, IF THE ARTICLES PROVIDE OR PERMIT, BY
THE AFFIRMATIVE VOTE OF A GREATER OR LESSER PROPORTION, THOUGH NOT LESS THAN A
MAJORITY, OF SUCH VOTING POWER, OF ANY PARTICULAR CLASS AS IS REQUIRED BY THE
ARTICLES OF INCORPORATION. NOTICE OF THE MEETING OF THE MEMBERS SHALL BE
GIVEN TO ALL MEMBERS AND STOCKHOLDERS WHETHER OR NOT ENTITLED TO VOTE.
(F) UPON THE ADOPTION OF A RESOLUTION OF DISSOLUTION, A
CERTIFICATE SHALL BE FILED WITH THE SECRETARY OF STATE, ON A FORM PRESCRIBED
BY THE SECRETARY OF STATE,
STATING ALL OF THE FOLLOWING:
(1) THE NAME OF THE ASSOCIATION;
(2) A STATEMENT THAT A RESOLUTION OF DISSOLUTION HAS BEEN ADOPTED, ITS
MANNER OF ADOPTION, AND, IN THE CASE OF ITS ADOPTION BY THE INCORPORATORS OR
DIRECTORS, A STATEMENT OF THE BASIS FOR SUCH ADOPTION;
(3) THE PLACE IN THIS STATE WHERE THE ASSOCIATION'S PRINCIPAL OFFICE IS
LOCATED;
(4) THE NAMES AND ADDRESSES OF THE ASSOCIATION'S DIRECTORS AND OFFICERS,
OR IF THE RESOLUTION OF DISSOLUTION IS ADOPTED BY THE INCORPORATORS, THE NAMES
AND ADDRESSES OF THE INCORPORATORS;
(5) THE NAME AND ADDRESS OF THE ASSOCIATION'S STATUTORY AGENT.
(G) SUCH CERTIFICATE SHALL BE SIGNED AS FOLLOWS:
(1) WHEN THE RESOLUTION OF DISSOLUTION IS ADOPTED BY THE INCORPORATORS,
THE
CERTIFICATE SHALL BE SIGNED BY NOT LESS THAN A MAJORITY OF THE INCORPORATORS;
(2) WHEN THE RESOLUTION IS ADOPTED BY THE DIRECTORS OR BY THE MEMBERS, THE
CERTIFICATE SHALL BE SIGNED BY ANY AUTHORIZED OFFICER. HOWEVER, IF NO
AUTHORIZED OFFICER
EXECUTES AND FILES SUCH CERTIFICATE WITHIN THIRTY DAYS AFTER THE ADOPTION OF
THE
RESOLUTION OR UPON ANY DATE SPECIFIED IN THE RESOLUTION AS THE DATE UPON WHICH
SUCH CERTIFICATE IS TO BE FILED OR UPON THE EXPIRATION OF ANY PERIOD SPECIFIED
IN THE RESOLUTION AS THE PERIOD WITHIN WHICH SUCH CERTIFICATE IS TO BE FILED,
WHICHEVER IS LATEST, THE CERTIFICATE OF DISSOLUTION MAY BE SIGNED BY ANY THREE
MEMBERS, OR IF THERE ARE LESS THAN THREE MEMBERS, THEN BY ALL OF THE MEMBERS,
AND SHALL SET FORTH A STATEMENT THAT THE PERSONS SIGNING THE CERTIFICATE ARE
MEMBERS AND ARE FILING THE CERTIFICATE BECAUSE OF THE FAILURE OF AN AUTHORIZED
OFFICER
TO DO SO.
(H) A CERTIFICATE OF DISSOLUTION, FILED WITH THE SECRETARY OF
STATE, SHALL BE ACCOMPANIED BY ALL OF THE FOLLOWING:
(1) AN AFFIDAVIT OF ONE OR MORE OF THE PERSONS EXECUTING THE CERTIFICATE
OF DISSOLUTION OR OF ANY AUTHORIZED OFFICER OF THE ASSOCIATION CONTAINING A
STATEMENT OF
THE COUNTIES, IF ANY, IN THIS STATE IN WHICH THE ASSOCIATION HAS PERSONAL
PROPERTY OR A STATEMENT THAT THE ASSOCIATION IS OF A TYPE REQUIRED TO PAY
PERSONAL PROPERTY TAXES TO STATE AUTHORITIES ONLY;
(2) A RECEIPT, CERTIFICATE, OR OTHER EVIDENCE SHOWING THE PAYMENT OF ALL
FRANCHISE, SALES, USE, AND HIGHWAY USE TAXES ACCRUING UP TO THE DATE OF SUCH
FILING, OR THAT SUCH PAYMENT HAS BEEN ADEQUATELY GUARANTEED;
(3) A RECEIPT, CERTIFICATE, OR OTHER EVIDENCE SHOWING THE PAYMENT OF ALL
PERSONAL PROPERTY TAXES ACCRUING UP TO THE DATE OF SUCH FILING;
(4) A RECEIPT, CERTIFICATE, OR OTHER EVIDENCE FROM THE BUREAU OF
EMPLOYMENT SERVICES SHOWING THAT ALL CONTRIBUTIONS DUE FROM THE ASSOCIATION AS
AN EMPLOYER HAVE BEEN PAID, OR THAT SUCH PAYMENT HAS BEEN ADEQUATELY
GUARANTEED, OR THAT THE ASSOCIATION IS NOT SUBJECT TO SUCH CONTRIBUTIONS;
(5) A RECEIPT, CERTIFICATE, OR OTHER EVIDENCE FROM THE BUREAU OF WORKERS'
COMPENSATION SHOWING THAT ALL PREMIUMS DUE FROM THE ASSOCIATION AS AN EMPLOYER
HAVE BEEN PAID, OR THAT SUCH PAYMENT HAS BEEN ADEQUATELY GUARANTEED, OR THAT
THE ASSOCIATION IS NOT SUBJECT TO SUCH PREMIUM PAYMENTS;
(6) IN LIEU OF THE RECEIPT, CERTIFICATE, OR OTHER EVIDENCE DESCRIBED IN
DIVISION (H)(2), (3), (4), OR (5) OF THIS SECTION, AN AFFIDAVIT OF
ONE OR MORE PERSONS EXECUTING THE CERTIFICATE OF DISSOLUTION OR OF ANY
AUTHORIZED OFFICER
OF THE ASSOCIATION CONTAINING A STATEMENT OF THE DATE UPON WHICH THE
PARTICULAR
DEPARTMENT, AGENCY, OR AUTHORITY WAS ADVISED IN WRITING OF THE SCHEDULED DATE
OF FILING OF THE CERTIFICATE OF DISSOLUTION AND WAS ADVISED IN WRITING OF THE
ACKNOWLEDGMENT BY THE ASSOCIATION OF THE APPLICABILITY OF SECTION 1729.25
of the Revised Code.
(I) UPON THE FILING OF A CERTIFICATE OF DISSOLUTION AND THE
ACCOMPANYING DOCUMENTS REQUIRED BY DIVISION (H) OF THIS SECTION, THE
ASSOCIATION SHALL BE DISSOLVED.
Sec. 1729.56. FOLLOWING THE FILING OF THE CERTIFICATE OF DISSOLUTION, THE
DIRECTORS OR THE INCORPORATORS WHO FILED THE CERTIFICATE, AS THE CASE MAY BE,
SHALL CAUSE A NOTICE OF VOLUNTARY DISSOLUTION TO BE PUBLISHED ONCE A WEEK ON
THE SAME DAY OF EACH WEEK FOR TWO SUCCESSIVE WEEKS, IN A NEWSPAPER PUBLISHED
AND OF GENERAL CIRCULATION IN THE COUNTY IN WHICH THE PRINCIPAL OFFICE OF THE
ASSOCIATION WAS TO BE OR IS LOCATED, AND SHALL CAUSE WRITTEN NOTICE OF
DISSOLUTION TO BE GIVEN TO ALL KNOWN CREDITORS OF, AND TO ALL KNOWN CLAIMANTS
AGAINST, THE DISSOLVED ASSOCIATION.
Sec. 1729.58. (A) WHEN AN ASSOCIATION IS DISSOLVED VOLUNTARILY,
WHEN THE ARTICLES OF INCORPORATION OF AN ASSOCIATION HAVE BEEN CANCELED, WHEN
A FINAL ORDER OF A COURT OF COMMON PLEAS IS MADE DISSOLVING AN ASSOCIATION
UNDER SECTION 1729.59 of the Revised Code, OR WHEN THE PERIOD OF EXISTENCE OF THE ASSOCIATION
SPECIFIED IN ITS ARTICLES OF INCORPORATION HAS EXPIRED, THE ASSOCIATION SHALL
CEASE TO CARRY ON BUSINESS AND SHALL DO ONLY SUCH ACTS AS ARE REQUIRED TO WIND
UP ITS AFFAIRS, OR TO OBTAIN REINSTATEMENT OF THE ARTICLES IN ACCORDANCE WITH
SECTION 1729.11 of the Revised Code.
(B) ANY CLAIM EXISTING OR ACTION OR PROCEEDING PENDING BY OR
AGAINST THE ASSOCIATION OR WHICH WOULD HAVE ACCRUED AGAINST IT MAY BE
PROSECUTED TO JUDGMENT, WITH RIGHT OF APPEAL AS IN OTHER CASES, BUT ANY
PROCEEDING, EXECUTION, OR PROCESS, OR THE SATISFACTION OR PERFORMANCE OF ANY
ORDER, JUDGMENT, OR DECREE, MAY BE STAYED AS PROVIDED IN SECTION 1729.59 of the Revised Code.
(C) ANY PROCESS, NOTICE, OR DEMAND AGAINST THE ASSOCIATION MAY BE
SERVED BY DELIVERING A COPY TO AN OFFICER, DIRECTOR, LIQUIDATOR, OR PERSON
HAVING CHARGE OF ITS ASSETS OR, IF NO SUCH PERSON CAN BE FOUND, TO THE
STATUTORY AGENT.
(D) THE DIRECTORS OF THE ASSOCIATION OR THEIR
SUCCESSORS SHALL ACT AS A BOARD OF DIRECTORS IN ACCORDANCE WITH THE ARTICLES
OF INCORPORATION AND BYLAWS UNTIL THE AFFAIRS OF THE ASSOCIATION ARE
COMPLETELY WOUND UP. SUBJECT TO THE ORDERS OF COURTS OF THIS STATE HAVING
JURISDICTION OVER THE ASSOCIATION, THE DIRECTORS SHALL PROCEED AS SPEEDILY AS
IS PRACTICABLE TO A COMPLETE WINDING UP OF THE AFFAIRS OF THE ASSOCIATION AND,
TO THE EXTENT NECESSARY OR EXPEDIENT TO THAT END, SHALL EXERCISE ALL THE
AUTHORITY OF THE ASSOCIATION. WITHOUT LIMITING THE GENERALITY OF SUCH
AUTHORITY, THE DIRECTORS MAY FILL VACANCIES, ELECT OFFICERS, CARRY OUT
CONTRACTS OF THE ASSOCIATION, MAKE NEW CONTRACTS, BORROW MONEY, MORTGAGE OR
PLEDGE THE PROPERTY OF THE ASSOCIATION AS SECURITY, SELL ITS ASSETS AT PUBLIC
OR PRIVATE SALE, MAKE CONVEYANCES IN THE ASSOCIATION'S NAME, LEASE REAL ESTATE
FOR ANY TERM, INCLUDING NINETY-NINE YEARS RENEWABLE FOREVER, SETTLE OR
COMPROMISE CLAIMS IN FAVOR OF OR AGAINST THE ASSOCIATION, EMPLOY ONE OR MORE
PERSONS AS LIQUIDATORS TO WIND UP THE AFFAIRS OF THE ASSOCIATION WITH SUCH
AUTHORITY AS THE DIRECTORS SEE FIT TO GRANT, CAUSE THE TITLE TO ANY OF THE
ASSETS OF THE ASSOCIATION TO BE CONVEYED TO SUCH LIQUIDATORS FOR THAT PURPOSE,
APPLY ASSETS TO THE PAYMENT OF OBLIGATIONS, AND, AFTER PAYING OR ADEQUATELY
PROVIDING FOR THE PAYMENT OF ALL KNOWN OBLIGATIONS OF THE ASSOCIATION,
DISTRIBUTE THE REMAINDER OF THE ASSETS EITHER IN CASH OR IN KIND AMONG THE
MEMBERS, PATRONS, AND STOCKHOLDERS ACCORDING TO THEIR RESPECTIVE RIGHTS AND
INTERESTS. IN ADDITION, THE DIRECTORS MAY PERFORM ALL OTHER ACTS NECESSARY OR
EXPEDIENT TO THE WINDING UP OF THE AFFAIRS OF THE ASSOCIATION.
(E) WITHOUT LIMITING THE AUTHORITY OF THE DIRECTORS, ANY ACTION
WITHIN THE PURVIEW OF THIS SECTION THAT IS AUTHORIZED OR APPROVED AT A MEETING
OF THE MEMBERS BY SIXTY PER CENT OF THE MEMBER VOTES CAST THEREON SHALL BE
CONCLUSIVE FOR ALL PURPOSES UPON ALL MEMBERS, PATRONS, AND STOCKHOLDERS OF THE
ASSOCIATION.
(F) ALL DEEDS AND OTHER INSTRUMENTS OF THE ASSOCIATION SHALL BE
IN THE NAME OF THE ASSOCIATION AND SHALL BE EXECUTED, ACKNOWLEDGED, AND
DELIVERED BY THE OFFICERS APPOINTED BY THE DIRECTORS.
(G) AT ANY TIME DURING THE WINDING UP OF ITS AFFAIRS, THE
ASSOCIATION BY ITS DIRECTORS MAY MAKE APPLICATION TO THE COURT OF COMMON PLEAS
OF THE COUNTY IN THIS STATE IN WHICH THE PRINCIPAL OFFICE OF THE ASSOCIATION
IS LOCATED TO HAVE THE WINDING UP CONTINUED UNDER SUPERVISION OF THE COURT, AS
PROVIDED IN SECTION 1729.59 of the Revised Code.
Sec. 1729.59. (A) WITHOUT LIMITING THE GENERALITY OF ITS
AUTHORITY, THE COURT OF COMMON PLEAS OF THE COUNTY IN THIS STATE IN WHICH IS
LOCATED THE PRINCIPAL OFFICE OF A VOLUNTARILY DISSOLVED ASSOCIATION OR OF AN
ASSOCIATION WHOSE ARTICLES HAVE BEEN CANCELED OR WHOSE PERIOD OF EXISTENCE HAS
EXPIRED, UPON THE COMPLAINT OF THE ASSOCIATION, OR A MAJORITY OF THE
DIRECTORS, OR TEN PER CENT OF THE MEMBERS OR TWENTY MEMBERS, WHICHEVER IS
LESS, AND UPON SUCH NOTICE TO ALL THE DIRECTORS AND SUCH OTHER PERSONS
INTERESTED AS THE COURT CONSIDERS PROPER, AT ANY TIME MAY ORDER AND ADJUDGE
ANY OF THE FOLLOWING MATTERS:
(1) THE PRESENTATION AND PROOF OF ALL CLAIMS AND DEMANDS AGAINST THE
ASSOCIATION AND OF ALL RIGHTS, INTERESTS, OR LIENS IN OR ON ANY OF ITS
PROPERTY; THE FIXING OF THE TIME AND THE MANNER IN WHICH SUCH PROOF SHALL BE
MADE AND THE PERSON TO WHOM SUCH PRESENTATION SHALL BE MADE; AND THE BARRING
FROM PARTICIPATION IN ANY DISTRIBUTION OF ASSETS OF ALL PERSONS FAILING TO
MAKE
AND PRESENT PROOFS AS REQUIRED BY THE ORDER OF THE COURT;
(2) THE STAY OF THE PROSECUTION OF ANY PROCEEDING AGAINST THE ASSOCIATION
OR INVOLVING ANY OF ITS PROPERTY, AND THE REQUIREMENT THAT THE PARTIES TO THE
PROCEEDING PRESENT AND PROVE THEIR CLAIMS, DEMANDS, RIGHTS, INTERESTS, OR
LIENS AT THE TIME AND IN THE MANNER REQUIRED OF CREDITORS OR OTHERS; OR THE
GRANT OF LEAVE TO BRING OR MAINTAIN AN INDEPENDENT PROCEEDING TO ENFORCE
LIENS;
(3) THE SETTLEMENT OR DETERMINATION OF ALL CLAIMS OF EVERY NATURE AGAINST
THE ASSOCIATION OR ANY OF ITS PROPERTY; THE DETERMINATION OF THE ASSETS
REQUIRED TO BE RETAINED TO PAY OR PROVIDE FOR THE PAYMENT OF SUCH CLAIMS OR
ANY CLAIM; THE DETERMINATION OF THE ASSETS AVAILABLE FOR DISTRIBUTION AMONG
AND RIGHTS OF MEMBERS, PATRONS, AND STOCKHOLDERS; AND THE MAKING OF NEW
PARTIES TO THE PROCEEDING SO FAR AS THE COURT CONSIDERS PROPER FOR THE
DETERMINATION OF ALL MATTERS;
(4) THE PRESENTATION AND FILING OF INTERMEDIATE AND FINAL ACCOUNTS OF THE
DIRECTORS OR OF THE LIQUIDATORS AND HEARINGS ON THEM; THE ALLOWANCE,
DISALLOWANCE, OR SETTLEMENT OF THE ACCOUNTS; AND THE DISCHARGE OF THE
DIRECTORS, THE LIQUIDATORS, OR ANY OF THEM FROM THEIR DUTIES AND LIABILITIES;
(5) THE APPOINTMENT OF A SPECIAL MASTER COMMISSIONER TO HEAR AND DETERMINE
ANY SUCH MATTERS WITH SUCH AUTHORITY AS THE COURT CONSIDERS PROPER;
(6) THE FILLING OF ANY VACANCIES IN THE NUMBER OF DIRECTORS OR LIQUIDATORS
WHEN THE DIRECTORS ARE UNABLE TO ACT ON THE VACANCIES FOR WANT OF A QUORUM OR
FOR ANY OTHER REASON;
(7) THE APPOINTMENT OF A RECEIVER, IN ACCORDANCE WITH THE USAGE OF A COURT
IN EQUITABLE MATTERS, TO WIND UP THE AFFAIRS OF THE ASSOCIATION, TO TAKE
CUSTODY OF ANY OF ITS PROPERTY, OR FOR ANY OTHER PURPOSE;
(8) THE ISSUANCE OR ENTRY OF ANY INJUNCTION OR ANY OTHER ORDER THAT THE
COURT CONSIDERS PROPER IN THE ADMINISTRATION OF THE TRUST INVOLVED IN THE
WINDING UP OF THE AFFAIRS OF THE ASSOCIATION AND THE GIVING OF NOTICE OF THE
ENTRY OF INJUNCTION OR ORDER;
(9) THE ALLOWANCE AND PAYMENT OF COMPENSATION TO THE DIRECTORS OR ANY OF
THEM, TO LIQUIDATORS, TO A RECEIVER, TO THE ATTORNEY FOR THE COMPLAINANT, OR
TO ANY PERSON PROPERLY RENDERING SERVICES BENEFICIAL TO THE ASSOCIATION OR TO
THOSE INTERESTED IN IT;
(10) THE ENTRY OF A JUDGMENT OR DECREE THAT, IF IT SO PROVIDES, MAY
OPERATE AS THE DEED OR OTHER INSTRUMENT ORDERED TO BE EXECUTED, OR THE
APPOINTMENT OF A MASTER TO EXECUTE SUCH DEED OR INSTRUMENT IN THE NAME OF THE
ASSOCIATION WITH THE SAME EFFECT AS IF EXECUTED BY AN AUTHORIZED OFFICER
PURSUANT TO AUTHORITY CONFERRED BY THE DIRECTORS OR THE MEMBERS, PATRONS, AND
STOCKHOLDERS OF THE ASSOCIATION, WHENEVER THERE IS NO OFFICER OR AGENT
COMPETENT TO EXECUTE SUCH DEED OR INSTRUMENT, WHENEVER THE ASSOCIATION OR ITS
OFFICERS DO NOT PERFORM OR COMPLY WITH A JUDGMENT OR DECREE OF COURT, OR
WHENEVER THE COURT CONSIDERS IT PROPER.
(B) A JUDICIAL PROCEEDING UNDER THIS SECTION CONCERNING THE
WINDING UP OF THE AFFAIRS OF AN ASSOCIATION IS A SPECIAL PROCEEDING, AND FINAL
ORDERS IN THE PROCEEDING MAY BE VACATED, MODIFIED, OR REVERSED ON APPEAL
PURSUANT TO THE RULES OF APPELLATE PROCEDURE AND,
TO THE EXTENT NOT IN CONFLICT WITH THOSE RULES, CHAPTER 2505. of the Revised Code.
Sec. 1729.60. (A) WHENEVER, AFTER AN ASSOCIATION IS DISSOLVED
VOLUNTARILY, THE ARTICLES OF AN ASSOCIATION HAVE BEEN CANCELED, OR THE PERIOD
OF EXISTENCE OF AN ASSOCIATION HAS EXPIRED, A RECEIVER IS APPOINTED TO WIND UP
THE AFFAIRS OF THE ASSOCIATION, ALL THE CLAIMS, DEMANDS, RIGHTS, INTERESTS, OR
LIENS OF CREDITORS, CLAIMANTS, MEMBERS, PATRONS, AND STOCKHOLDERS SHALL BE
DETERMINED AS OF THE DAY ON WHICH THE RECEIVER WAS APPOINTED. UNLESS IT IS
OTHERWISE ORDERED, SUCH APPOINTMENT VESTS IN THE RECEIVER AND SUCCESSORS OF
THE RECEIVER THE RIGHT TO THE IMMEDIATE POSSESSION OF ALL THE PROPERTY OF THE
ASSOCIATION, WHICH SHALL, IF SO ORDERED, EXECUTE AND DELIVER CONVEYANCES OF
SUCH PROPERTY TO THE RECEIVER.
(B) ANY OFFICER, DIRECTOR, MEMBER, OR OTHER PERSON, WHETHER A
RESIDENT OF THE STATE OR A NONRESIDENT AND HOWEVER INTERESTED, MAY BE
APPOINTED AS RECEIVER.
(C) THE RECEIVER SHALL HAVE ALL THE AUTHORITY VESTED IN THE
DIRECTORS AND OFFICERS OF THE ASSOCIATION, SHALL EXERCISE SUCH AUTHORITY
SUBJECT TO SUCH ORDERS AS ARE MADE BY THE COURT, AND MAY BE REQUIRED TO
QUALIFY BY GIVING BOND TO THE STATE IN SUCH AMOUNT AS THE COURT FIXES, WITH
SURETY TO THE SATISFACTION OF THE CLERK OF THE COURT, CONDITIONED FOR THE
FAITHFUL DISCHARGE OF DUTIES AND FOR A DUE ACCOUNTING FOR ALL MONEY OR
PROPERTY RECEIVED.
Sec. 1729.61. (A) AN ASSOCIATION MAY BE DISSOLVED JUDICIALLY AND
ITS AFFAIRS WOUND UP BY AN ORDER OF THE COURT OF COMMON PLEAS OF THE COUNTY IN
THIS STATE IN WHICH THE ASSOCIATION HAS ITS PRINCIPAL OFFICE, IN AN ACTION
BROUGHT BY THE MEMBERS HAVING SIXTY PER CENT OF THE VOTING POWER OF THE
ASSOCIATION ON SUCH PROPOSAL, OR THE HOLDERS OF SUCH LESSER PROPORTION AS ARE
ENTITLED BY THE ARTICLES OF INCORPORATION TO DISSOLVE THE ASSOCIATION
VOLUNTARILY, WHEN IT IS ESTABLISHED THAT IT IS BENEFICIAL TO THE MEMBERS,
PATRONS, AND STOCKHOLDERS THAT THE ASSOCIATION BE JUDICIALLY DISSOLVED.
(B) A COMPLAINT FOR JUDICIAL DISSOLUTION SHALL BE VERIFIED BY ANY
OF THE COMPLAINANTS AND SHALL SET FORTH FACTS SHOWING THAT THE CASE IS AS
SPECIFIED IN THIS SECTION. UNLESS THE COMPLAINANTS SET FORTH IN THE COMPLAINT
THAT THEY ARE UNABLE TO ANNEX A LIST OF MEMBERS, PATRONS, OR STOCKHOLDERS, A
SCHEDULE SHALL BE ANNEXED TO THE COMPLAINT SETTING FORTH THE NAME AND ADDRESS
OF EACH MEMBER, PATRON, AND STOCKHOLDER, IF IT IS KNOWN, OR THE FACT THAT IT
IS
NOT KNOWN.
(C) UPON THE FILING OF A COMPLAINT FOR JUDICIAL DISSOLUTION, THE
COURT WITH WHICH IT IS FILED SHALL HAVE POWER TO ISSUE INJUNCTIONS, TO APPOINT
A RECEIVER WITH SUCH AUTHORITY AND DUTIES AS THE COURT FROM TIME TO TIME MAY
DIRECT, TO TAKE SUCH OTHER PROCEEDINGS AS MAY BE NECESSARY TO PROTECT THE
PROPERTY OR THE RIGHTS OF THE MEMBERS, PATRONS, AND STOCKHOLDERS, AND TO CARRY
ON THE BUSINESS OF THE ASSOCIATION UNTIL A FULL HEARING CAN BE CONDUCTED.
UPON OR AFTER THE FILING OF A COMPLAINT FOR JUDICIAL DISSOLUTION, THE COURT,
BY INJUNCTION OR ORDER, MAY STAY THE PROSECUTION OF ANY PROCEEDING AGAINST THE
ASSOCIATION OR INVOLVING ANY OF ITS PROPERTY AND REQUIRE THE PARTIES TO THE
PROCEEDING TO PRESENT AND PROVE THEIR CLAIMS, DEMANDS, RIGHTS, INTERESTS, OR
LIENS, AT THE TIME AND IN THE MANNER REQUIRED OF CREDITORS OR OTHERS. THE
COURT MAY REFER THE COMPLAINT TO A SPECIAL MASTER COMMISSIONER.
(D) AFTER A HEARING UPON SUCH NOTICE AS THE COURT MAY DIRECT TO
BE GIVEN TO ALL PARTIES TO THE PROCEEDING AND TO ANY OTHER PARTIES IN INTEREST
DESIGNATED BY THE COURT, A FINAL ORDER BASED EITHER UPON THE EVIDENCE, OR UPON
THE REPORT OF THE SPECIAL MASTER COMMISSIONER IF ONE HAS BEEN APPOINTED, SHALL
BE MADE DISSOLVING THE ASSOCIATION OR DISMISSING THE COMPLAINT. AN ORDER OR
JUDGMENT FOR THE JUDICIAL DISSOLUTION OF AN ASSOCIATION SHALL CONTAIN A
CONCISE STATEMENT OF THE PROCEEDINGS LEADING UP TO THE ORDER OR JUDGMENT, THE
NAME OF THE ASSOCIATION, THE PLACE IN THIS STATE WHERE ITS PRINCIPAL OFFICE IS
LOCATED, THE NAMES AND ADDRESSES OF ITS DIRECTORS AND OFFICERS, THE NAME AND
ADDRESS OF A STATUTORY AGENT, AND, IF DESIRED, SUCH OTHER PROVISIONS WITH
RESPECT TO THE JUDICIAL DISSOLUTION AND WINDING UP AS ARE CONSIDERED NECESSARY
OR DESIRABLE. A CERTIFIED COPY OF SUCH ORDER SHALL BE FILED IN THE OFFICE OF
THE SECRETARY OF STATE, WHEREUPON THE ASSOCIATION SHALL BE DISSOLVED. TO THE
EXTENT CONSISTENT WITH ORDERS ENTERED IN SUCH PROCEEDING, THE EFFECT OF SUCH
JUDICIAL DISSOLUTION SHALL BE THE SAME AS IN THE CASE OF VOLUNTARY
DISSOLUTION, AND THE PROVISIONS OF SECTIONS 1729.58, 1729.59, AND 1729.60 of the Revised Code
RELATING TO THE AUTHORITY AND DUTIES OF DIRECTORS DURING THE WINDING UP OF THE
AFFAIRS OF AN ASSOCIATION DISSOLVED VOLUNTARILY, WITH RESPECT TO THE
JURISDICTION OF COURTS OVER THE WINDING UP OF THE AFFAIRS OF AN ASSOCIATION,
AND WITH RESPECT TO RECEIVERS FOR WINDING UP THE AFFAIRS OF AN ASSOCIATION,
SHALL BE APPLICABLE TO ASSOCIATIONS JUDICIALLY DISSOLVED.
(E) A PROCEEDING UNDER THIS SECTION FOR JUDICIAL DISSOLUTION OF
AN ASSOCIATION IS A SPECIAL PROCEEDING, AND FINAL ORDERS IN IT MAY BE VACATED,
MODIFIED, OR REVERSED ON APPEAL PURSUANT TO THE RULES OF
APPELLATE PROCEDURE AND, TO THE EXTENT NOT IN CONFLICT WITH
THOSE RULES, CHAPTER 2505. of the Revised Code.
Sec. 1729.67. (A) A COOPERATIVE AND ANY MEMBER MAY MAKE
MARKETING AGREEMENTS, WHETHER WRITTEN SEPARATELY OR CONTAINED IN THE BYLAWS,
IN
WHICH THE MEMBER AGREES TO DO ANY OF THE FOLLOWING:
(1) SELL, MARKET, OR DELIVER ALL OR ANY SPECIFIED PART OF PRODUCTS
PRODUCED OR TO BE PRODUCED EITHER BY THE MEMBER OR UNDER THE MEMBER'S CONTROL,
TO OR THROUGH THE COOPERATIVE OR ANY FACILITIES FURNISHED BY IT;
(2) AUTHORIZE THE COOPERATIVE OR ANY FACILITIES FURNISHED BY IT TO ACT FOR
THE MEMBER IN ANY MANNER WITH RESPECT TO ALL OR ANY SPECIFIED PART OF PRODUCTS
PRODUCED OR TO BE PRODUCED EITHER BY THE MEMBER OR UNDER THE MEMBER'S CONTROL
AND ANY SERVICES TO BE FURNISHED BY THE MEMBER;
(3) BUY OR PROCURE ALL OR A SPECIFIED PART OF GOODS OR SERVICES FROM OR
THROUGH THE COOPERATIVE OR ANY FACILITIES FURNISHED BY IT;
(4) AUTHORIZE THE COOPERATIVE OR ANY FACILITIES FURNISHED BY IT TO ACT FOR
THE MEMBER IN ANY MANNER IN THE PROCUREMENT OF GOODS OR SERVICES FOR THE
MEMBER.
(B) THE TERM OF MARKETING AGREEMENTS MAY NOT EXCEED TEN YEARS.
(C) A MARKETING AGREEMENT AUTHORIZED BY DIVISION (A) OF
THIS SECTION MAY REQUIRE THAT LIQUIDATED DAMAGES BE PAID BY THE MEMBER IN THE
EVENT OF A BREACH OF THE MARKETING AGREEMENT. LIQUIDATED DAMAGES SHALL BE
SPECIFIC, REASONABLE SUMS. ANY PROVISIONS FOR LIQUIDATED DAMAGES SHALL BE
ENFORCEABLE AND NOT REGARDED AS PENALTIES.
(D) IF A MEMBER BREACHES OR THREATENS TO BREACH A MARKETING
AGREEMENT AUTHORIZED BY THIS SECTION, THE COOPERATIVE SHALL BE ENTITLED TO AN
INJUNCTION TO PREVENT THE BREACH OR ANY FURTHER BREACH, AND TO A DECREE OF
SPECIFIC PERFORMANCE. UPON FILING OF A VERIFIED COMPLAINT SHOWING THE BREACH
OR THREATENED BREACH, AND UPON FILING A SUFFICIENT BOND, THE COOPERATIVE IS
ENTITLED TO A TEMPORARY RESTRAINING ORDER AGAINST THE MEMBER.
(E) IF ANY MARKETING AGREEMENT AUTHORIZED BY DIVISION
(A)(1) OR (2) OF THIS SECTION CONTAINS AN ASSIGNMENT TO THE
COOPERATIVE OF ANY PART OR ALL OF THE FUNDS DUE OR TO BECOME DUE THE MEMBER
DURING THE LIFE OF THE MARKETING AGREEMENT FOR ANY PRODUCT PRODUCED OR TO BE
PRODUCED BY THE MEMBER OR FOR ANY SERVICES PERFORMED OR TO BE PERFORMED IN
PRODUCING ANY PRODUCT, ANY PERSON WHO ACCEPTS OR RECEIVES THE PRODUCT FROM THE
MEMBER IS BOUND BY THE ASSIGNMENT AFTER RECEIVING WRITTEN NOTICE FROM THE
COOPERATIVE OR THE MEMBER OF THE AMOUNT AND DURATION OF THE ASSIGNMENT.
HOWEVER, AS TO ANY SEASONAL CROP, IF NO FUNDS ARE PAID OR BECOME PAYABLE BY
ANY PERSON UNDER SUCH AN ASSIGNMENT FOR A PERIOD OF TWO CONSECUTIVE YEARS
DURING THE LIFE OF THE MARKETING AGREEMENT, THEREAFTER THE ASSIGNMENT SHALL
NOT BE BINDING UPON ANY PERSON WHO RECEIVES OR ACCEPTS SUCH PRODUCT FROM THE
MEMBER UNTIL THE ASSIGNMENT IS REAFFIRMED BY THE MEMBER IN WRITING AND WRITTEN
NOTICE IS GIVEN BY THE COOPERATIVE OR THE MEMBER. ANY SUCH REAFFIRMATION
SHALL CONTINUE TO BE EFFECTIVE DURING THE LIFE OF THE MARKETING AGREEMENT
UNTIL ANOTHER SUCH LAPSE OF TWO CONSECUTIVE YEARS OCCURS.
Sec. 1729.68. (A) NO PROCESSOR, HANDLER, DISTRIBUTOR, OR DEALER,
OR AGENT THEREOF, WHO PURCHASES OR CONTRACTS TO PURCHASE ANY PRODUCT FROM A
PERSON WHO PRODUCED THE PRODUCT, OR PROCURES FOR, SELLS, OR OTHERWISE
FURNISHES INPUTS, SERVICES, OR SUPPLIES TO A PERSON SHALL DO EITHER OF THE
FOLLOWING:
(1) USE DURESS AGAINST, COERCE, OR BOYCOTT THE PERSON IN THE EXERCISE OF
THE PERSON'S RIGHTS TO JOIN AND BELONG TO A COOPERATIVE;
(2) DISCRIMINATE AGAINST THE PERSON WITH RESPECT TO PRICE, QUANTITY, OR
QUALITY, OR OTHER TERMS OF PURCHASE OR SALE OF PRODUCTS OR PRODUCE, SERVICES,
OR SUPPLIES, SOLELY BY REASON OF THE PERSON'S MEMBERSHIP IN OR MARKETING
AGREEMENT WITH A COOPERATIVE.
(B) A MEMBER OR COOPERATIVE ON BEHALF OF ITS MEMBER OR MEMBERS
MAY BRING AN ACTION TO ENJOIN ANY VIOLATION OF THIS SECTION, AND, UPON FILING
A SUFFICIENT BOND, A COOPERATIVE IS ENTITLED TO A TEMPORARY RESTRAINING ORDER
AGAINST ANYONE WHO VIOLATES OR THREATENS TO VIOLATE THIS SECTION AS SET FORTH
IN THE COMPLAINT IN THE COURT OF COMMON PLEAS OF THE COUNTY IN WHICH THE
VIOLATION OCCURRED. ACTIONS AGAINST DIFFERENT DEFENDANTS MAY BE CONSOLIDATED,
IN THE DISCRETION OF THE COURT, IF THE ALLEGED VIOLATIONS ARE OF THE SAME
PROVISION, HAVE OCCURRED IN THE SAME OR ADJOINING COUNTIES, RELATE TO THE SAME
PRODUCT, SERVICE, OR SUPPLY, AND THE CONSOLIDATION CAN BE MADE WITHOUT
PREJUDICE TO A SUBSTANTIAL RIGHT OF ANY DEFENDANT.
(C) ANY PERSON WHO SOLICITS OR PERSUADES OR PERMITS OR AIDS OR
ABETS, INDUCES, OR ATTEMPTS TO INDUCE, ANY MEMBER OR OTHER PERSON TO BREACH A
MARKETING AGREEMENT WITH A COOPERATIVE, BY ACCEPTING OR RECEIVING FROM THE
MEMBER OR OTHER PERSON, PRODUCTS FOR SALE, MARKETING, MANUFACTURING, OR
PROCESSING FOR SALE, CONTRARY TO THE TERMS OF ANY MARKETING AGREEMENT OF WHICH
THE INTERFERING PERSON HAS KNOWLEDGE OR NOTICE, IS LIABLE TO THE COOPERATIVE
FOR DAMAGES CAUSED BY SUCH INTERFERENCE, AND THE COOPERATIVE IS ENTITLED TO AN
INJUNCTION AGAINST THE INTERFERING PERSON TO PREVENT FURTHER BREACHES AND A
MULTIPLICITY OF ACTIONS.
(D) ANY PERSON THAT
VIOLATES OR THREATENS TO VIOLATE THIS SECTION SHALL PAY TO THE
COOPERATIVE THE COOPERATIVE'S REASONABLE ATTORNEY'S FEES AND
OTHER COSTS INCURRED BY THE COOPERATIVE IN ANY LITIGATION OR
PROCEEDING AT LAW OR IN EQUITY TO ENFORCE OR DEFEND THE
COOPERATIVE'S RIGHTS AND INTERESTS THAT ARE PROTECTED UNDER THIS
SECTION.
Sec. 1729.69. (A) NO HANDLER SHALL COMMIT
AN UNFAIR
MARKETING PRACTICE, AS DEFINED IN DIVISION
(B) OF THIS SECTION, WHENEVER A
MARKETING COOPERATIVE HAS BEEN AUTHORIZED BY ITS MEMBERS TO
BARGAIN ON BEHALF OF ITS MEMBERS FOR SALES CONTRACTS WITH THE
HANDLER AND ANY OF THE
FOLLOWING CONDITIONS EXIST:
(1) MEMBERS OF THE MARKETING COOPERATIVE ARE OBLIGATED TO PRODUCE AND
DELIVER AGRICULTURAL PRODUCTS OR PRODUCE UNDER SALES CONTRACTS NEGOTIATED BY
THE MARKETING ASSOCIATION.
(2) MEMBERS OF THE MARKETING COOPERATIVE REPRESENT, ON THE YEARLY AVERAGE
CALCULATED OVER THE IMMEDIATE TWO PRECEDING CALENDAR YEARS, AT LEAST FIFTY-ONE
PER CENT OF THE PRODUCERS WHO DELIVERED SUCH PRODUCTS OR PRODUCE TO THE
SPECIFIED FACILITY OF THE HANDLER UNDER SALES CONTRACTS.
(3) MEMBERS OF THE MARKETING COOPERATIVE DELIVERED, UNDER SALES CONTRACTS,
ON THE YEARLY AVERAGE CALCULATED OVER THE IMMEDIATE TWO PRECEDING CALENDAR
YEARS, AT LEAST FIFTY PER CENT OF THE TOTAL AMOUNT OF SUCH AGRICULTURAL
PRODUCTS DELIVERED TO SUCH FACILITY UNDER SALES CONTRACTS.
(4) THE MARKETING COOPERATIVE, IF REQUESTED BY THE HANDLER, PRESENTS TO
THE
HANDLER COPIES OF THE AGREEMENTS WITH ITS MEMBERS AUTHORIZING THE MARKETING
COOPERATIVE TO BARGAIN ON BEHALF OF ITS MEMBERS FOR SALES CONTRACTS FOR THE
AGRICULTURAL PRODUCTS THAT ARE THE SUBJECT OF THE SALES CONTRACT UNDER
NEGOTIATION.
(B) FOR PURPOSES OF THIS
SECTION, IT IS AN UNFAIR MARKETING PRACTICE IF EITHER OF THE FOLLOWING
APPLIES:
(1) IF THE HANDLER OR THE MARKETING COOPERATIVE THAT IS BARGAINING
FAILS TO BARGAIN IN GOOD FAITH IN NEGOTIATING SALES CONTRACTS FOR AGRICULTURAL
PRODUCTS TO BE DELIVERED TO A FACILITY OF THE HANDLER;
(2) IF A HANDLER ENTERS INTO A SALES CONTRACT DIRECTLY WITH A PRODUCER,
PERTAINING TO AGRICULTURAL PRODUCTS TO BE DELIVERED TO THE SAME FACILITY, WITH
THE INTENT TO CAUSE THE MARKETING COOPERATIVE TO FAIL TO MEET THE CONDITIONS
SET FORTH IN DIVISIONS (A)(2) AND (3) OF THIS SECTION.
Sec. 1729.70. (A) AN AGRICULTURAL COOPERATIVE IS NOT A
CONSPIRACY, A COMBINATION IN RESTRAINT OF TRADE, AN ILLEGAL MONOPOLY, OR AN
ATTEMPT TO LESSEN COMPETITION OR TO FIX PRICES ARBITRARILY; AND THE MARKETING
AGREEMENTS BETWEEN SUCH AN AGRICULTURAL COOPERATIVE AND ITS MEMBERS, OR ANY
OTHER MARKETING AGREEMENTS OR SALES CONTRACTS AUTHORIZED OR DESCRIBED IN
SECTIONS 1729.67 TO 1729.70 of the Revised Code, ARE NOT ILLEGAL AS SUCH, IN UNLAWFUL
RESTRAINT OF TRADE, OR PART OF A CONSPIRACY OR COMBINATION TO ACCOMPLISH AN
IMPROPER OR ILLEGAL PURPOSE.
(B) AN AGRICULTURAL COOPERATIVE, UPON RESOLUTION OF ITS
BOARD,
MAY ENTER INTO MARKETING AGREEMENTS AND OTHER ARRANGEMENTS WITH ANY
OTHER AGRICULTURAL COOPERATIVE.
ANY TWO OR MORE AGRICULTURAL COOPERATIVES
MAY, BY AGREEMENT BETWEEN THEM, UNITE IN EMPLOYING OR SEPARATELY EMPLOY THE
SAME PERSONNEL, METHODS, MEANS, AND AGENCIES FOR CARRYING ON THEIR RESPECTIVE
BUSINESSES. AGRICULTURAL COOPERATIVES, ACTING SINGLY OR COLLECTIVELY, MAY
MEET IN CONFERENCE WITH TWO OR MORE PURCHASERS OF THEIR PRODUCTS WHO ARE
ACTING COLLECTIVELY, AND MAY AT THE CONFERENCE FIX BY AGREEMENT THE PRICES TO
BE PAID BY THE PURCHASERS TO THE AGRICULTURAL COOPERATIVE FOR THE PRODUCTS.
SUCH CONCERTED ACTION BY THE PURCHASERS IS NOT A CONTRACT IN RESTRAINT OF
TRADE.
Sec. 1729.25 1729.76. Any corporation or
FOREIGN association organized under laws of another
state that are generally similar to sections 1729.01 to 1729.27, inclusive of
the Revised Code, may carry on any proper activities in this state upon
compliance with the general regulations applicable to foreign corporations
desiring to do business in this state. All contracts which THAT
could be made by
any association incorporated under such sections, THIS CHAPTER
AND that are made by or with
such foreign associations, shall be enforceable in this state with all of the
remedies set forth in such sections THIS CHAPTER.
Sec. 1729.22 1729.80. An association may organize, form,
operate, own, control, have
an interest in, own stock of, or be a member of any other corporations
engaged
in preserving, drying, processing, canning, packing, storing, handling,
shipping, utilizing, manufacturing, marketing, or selling the agricultural
products handled by the association or the by-products of such products.
If such other corporations are warehousing corporations, they may issue
legal
warehouse receipts to the association or to any other person against
commodities delivered to them, and such legal warehouse receipts shall be
considered an adequate collateral to the extent of the usual and current value
of the commodity represented by them COOPERATIVE, CORPORATION, OR OTHER
FORM OF ORGANIZATION.
Sec. 1729.23 1729.84. Any law which is in conflict with
sections 1729.01 to 1729.27,
inclusive, of the Revised Code, shall be construed as not applying to the
associations provided for in such sections.
Any exemptions under any law applying to agricultural products in the
possession or under the control of the individual producer shall also
SHALL apply to
such products delivered by its farmer PRODUCER members, as long
as such products are in
the possession or under the control of the association AN
AGRICULTURAL COOPERATIVE.
Sec. 1729.85. MEMBERSHIP STOCK AND PATRONAGE STOCK OF AN ASSOCIATION ARE
NOT TO BE CONSIDERED SECURITIES UNDER
CHAPTER 1707. of the Revised Code.
Sec. 1729.86. (A) EXCEPT AS OTHERWISE PROVIDED IN THIS CHAPTER,
THIS CHAPTER APPLIES TO ALL ASSOCIATIONS, WHETHER ORGANIZED UNDER THIS CHAPTER
PRIOR TO THE EFFECTIVE DATE OF THIS SECTION OR ON OR AFTER THAT DATE.
(B) ANY LAW THAT IS IN CONFLICT WITH THIS CHAPTER SHALL BE
CONSTRUED AS NOT APPLYING TO ASSOCIATIONS PROVIDED FOR IN THIS CHAPTER.
Sec. 1729.99. (A) Whoever violates section 1729.181 1729.04
of the Revised Code shall be fined not less than fifty FIVE
HUNDRED nor more than five TWENTY-FIVE hundred dollars for
each
offense.
(B) Whoever VIOLATES DIVISION (A) OF SECTION 1729.68 OR
commits an unfair marketing practice as defined in section 1729.192
1729.69 of the Revised Code shall be fined not less than one
FIVE hundred nor more
than twenty-five hundred FIVE THOUSAND dollars for each offense.
Sec. 4517.22. (A) Any group of licensed new motor vehicle dealers
may display motor vehicles at a motor vehicle show within the general market
area allocated to a licensed new motor vehicle dealer, whenever all of the
following conditions are met:
(1) The primary purpose of the motor vehicle show is the exhibition of
competitive makes and models of motor vehicles to provide the general public
the opportunity to review and inspect various makes and models of motor
vehicles at a single location;
(2) Not less than thirty days before the planned opening date of the
motor vehicle show, the group requests and receives permission to hold the
show from the registrar of motor vehicles.
(B) No contracts shall be signed, deposits taken, or sales consummated at
the location of a motor vehicle show.
(C) Any sponsor of a motor vehicle show shall offer by mail an invitation
to all new motor vehicle dealers dealing in competitive types of motor
vehicles in the general market area to participate and display motor vehicles
in the show. The sponsor may offer a similar invitation to manufacturers or
distributors. A copy of each invitation shall be retained by the sponsor for
at least one year after the show.
(D) No person except a manufacturer or distributor shall hold in any
public place a motor vehicle show at which only one motor vehicle is
displayed, and no such single unit show shall be held unless the manufacturer
or
distributor requests and receives permission from the registrar not less than
thirty days before the show.
(E) The registrar shall not grant permission for any motor vehicle show
to be held, unless it is proven to his THE REGISTRAR'S
satisfaction that no attempt is being
made to circumvent the provisions of sections 4517.01 to 4517.45 of the
Revised Code.
(F) Nothing contained in this section shall be construed as prohibiting
the taking of orders for nonmotorized recreational vehicles as defined in
section 4501.01 of the
Revised Code at sports or camping
shows.
(G) No motor vehicle dealer, motor vehicle leasing dealer, motor vehicle
auction owner, or distributor licensed under sections 4517.01 to 4517.45 of
the Revised Code shall display a motor vehicle at any place except his
THE DEALER'S, OWNER'S, OR DISTRIBUTOR'S
licensed location, unless he THE DEALER, OWNER, OR DISTRIBUTOR
first obtains permission from the registrar and
complies with the applicable rules of the motor vehicle dealers board.
(H) NOTHING CONTAINED IN THIS SECTION SHALL BE CONSTRUED AS PROHIBITING
THE DISPLAY OF, THE TAKING OF ORDERS FOR, OR THE SALE OF, LIVESTOCK TRAILERS
AT LIVESTOCK AND AGRICULTURAL SHOWS, INCLUDING COUNTY FAIRS. NOTWITHSTANDING
SECTION 4517.03 of the Revised Code, LIVESTOCK TRAILERS MAY BE SOLD AT LIVESTOCK AND
AGRICULTURAL SHOWS, INCLUDING COUNTY FAIRS, AS PERMITTED BY THIS DIVISION.
AS USED IN THIS DIVISION, "LIVESTOCK TRAILER" MEANS A NEW OR USED TRAILER
DESIGNED BY ITS MANUFACTURER TO BE USED TO TRANSPORT HORSES OR TO TRANSPORT
ANIMALS
GENERALLY USED FOR FOOD OR IN THE PRODUCTION OF FOOD, INCLUDING CATTLE, SHEEP,
GOATS, RABBITS, POULTRY, SWINE, AND ANY OTHER ANIMALS INCLUDED BY THE DIRECTOR
OF AGRICULTURE IN RULES ADOPTED UNDER SECTION 901.72 of the Revised Code.
(I) Notwithstanding division (B) of this section,
contracts may be signed, deposits taken, and sales consummated at the location
of a motor vehicle show where the motor vehicles involved are horse trailers
or towing vehicles that are trucks and have a gross vehicle weight of more
than three-quarters of a ton, the motor vehicle show is being held as part of
or in connection with a major livestock show, the licensed new motor vehicle
dealers
involved have complied with the applicable requirements of this section, and
the registrar has granted permission for the motor vehicle show in accordance
with division (E) of this section.
As used in division (H)(I) of this section:
(1) "Major livestock show" means any show of livestock that is held at the
Ohio state
fairgrounds, is national in scope, and that continues for more than ten
consecutive days.
(2) "Truck" has the same meaning as in section 4511.01 of the Revised Code.
(3) "Gross vehicle weight" means the unladen weight of the vehicle fully
equipped.
Section 2. That existing sections 917.01, 917.16, 1707.02, 1729.02,
1729.03, 1729.05, 1729.07, 1729.15, 1729.16, 1729.22, 1729.23,
1729.25, 1729.99, and 4517.22 and sections 1729.01, 1729.04, 1729.06,
1729.08, 1729.09, 1729.10, 1729.11, 1729.12, 1729.13, 1729.14,
1729.17, 1729.18, 1729.181, 1729.19, 1729.191, 1729.192,
1729.20, 1729.21, 1729.24, 1729.26, 1729.27, 1729.28, 1729.30,
1729.31, 1729.32, 1729.33, 1729.34, 1729.35, 1729.36, and
1729.37 of the Revised Code are hereby repealed.
|