Bill Text: OH HB267 | 2011-2012 | 129th General Assembly | Comm Sub

Ohio House Bill 267 (Prior Session Legislation)

NOTE: There are more recent revisions of this legislation. Read Latest Draft

Bill Title: To adopt the Revised Uniform Unincorporated Nonprofit Association Act and to revise the merger and consolidation provisions of the Nonprofit Corporation Law.

Spectrum: Slight Partisan Bill (Republican 33-12)

Status: (Passed) 2012-05-22 - Effective Date [HB267 Detail]

Download: Ohio-2011-HB267-Comm_Sub.html

As Reported by the House Judiciary and Ethics Committee

129th General Assembly

Regular Session

2011-2012

H. B. No. 267

Representative McKenney

Cosponsors: Representatives Combs, Letson, Stebelton, Murray

A BILL

To amend sections 9.231, 169.01, 1702.01, 1702.05,

1702.41, 1702.42, 1702.43, 1702.44, 1702.46,

2901.23, 3955.06, 3956.06, 4121.70, 4303.201,

4303.204, 4303.207, 5111.151, and 5701.13; to

enact sections 1702.411, 1745.05 to 1745.46,

1745.461, and 1745.47 to 1745.57; and to repeal

sections 1702.45, 1745.01, 1745.02, and 1745.04 of

the Revised Code to adopt the Revised Uniform

Unincorporated Nonprofit Association Act and to

revise the merger and consolidation provisions of

the Nonprofit Corporation Law.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(h) Services, including administrative and management	150
services, provided under the children's buy-in program established	151
under sections 5101.5211 to 5101.5216 of the Revised Code.	152

(3) The person receives the money solely in return for the	153
performance of services intended to help preserve public health or	154
safety under circumstances requiring immediate action as a result	155
of a natural or man-made emergency.	156

(C) With respect to aan unincorporated nonprofit	157
association, corporation, or organization established for the	158
purpose of providing educational, technical, consulting, training,	159
financial, or other services to its members in exchange for	160
membership dues and other fees, any of the services provided to a	161
member that is a governmental entity shall, for purposes of this	162
section, be considered services "for the primary benefit of a	163
governmental entity or the employees of a governmental entity.	164

Sec. 169.01. As used in this chapter, unless the context	165
otherwise requires:	166

(A) "Financial organization" means any bank, trust company,	167
savings bank, safe deposit company, mutual savings bank without	168
mutual stock, savings and loan association, credit union, or	169
investment company.	170

(B)(1) "Unclaimed funds" means any moneys, rights to moneys,	171
or intangible property, described in section 169.02 of the Revised	172
Code, when, as shown by the records of the holder, the owner has	173
not, within the times provided in section 169.02 of the Revised	174
Code, done any of the following:	175

(a) Increased, decreased, or adjusted the amount of such	176
funds;	177

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

178

(c) Presented an appropriate record for the crediting of such	179
funds or received payment of such funds by check, draft, or	180
otherwise;	181

(d) Corresponded with the holder concerning such funds;

182

(e) Otherwise indicated an interest in or knowledge of such	183
funds;	184

(f) Transacted business with the holder.

185

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

186

(a) Money received or collected under section 9.39 of the	187
Revised Code;	188

(b) Any payment or credit due to a business association from	189
a business association representing sums payable to suppliers, or	190
payment for services rendered, in the course of business,	191
including, but not limited to, checks or memoranda, overpayments,	192
unidentified remittances, nonrefunded overcharges, discounts,	193
refunds, and rebates;	194

(c) Any payment or credit received by a business association	195
from a business association for tangible goods sold, or services	196
performed, in the course of business, including, but not limited	197
to, checks or memoranda, overpayments, unidentified remittances,	198
nonrefunded overcharges, discounts, refunds, and rebates;	199

(d) Any credit due a retail customer that is represented by a	200
gift certificate, gift card, merchandise credit, or merchandise	201
credit card, redeemable only for merchandise.	202

For purposes of divisions (B)(2)(b) and (c) of this section,	203
"business association" means any corporation, joint venture,	204
business trust, limited liability company, partnership,	205
association, or other business entity composed of one or more	206
individuals, whether or not the entity is for profit.	207

(C) "Owner" means any person, or the person's legal	208
representative, entitled to receive or having a legal or equitable	209
interest in or claim against moneys, rights to moneys, or other	210
intangible property, subject to this chapter.	211

(D)(1) "Holder" means any person that has possession,	212
custody, or control of moneys, rights to moneys, or other	213
intangible property, or that is indebted to another, if any of the	214
following applies:	215

(a) Such person resides in this state;

216

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

217

(c) Such person is formed under the laws of the United States	218
and has an office or principal place of business in this state;	219

(d) The records of such person indicate that the last known	220
address of the owner of such moneys, rights to moneys, or other	221
intangible property is in this state;	222

(e) The records of such person do not indicate the last known	223
address of the owner of the moneys, rights to moneys, or other	224
intangible property and the entity originating or issuing the	225
moneys, rights to moneys, or other intangible property is this	226
state or any political subdivision of this state, or is	227
incorporated, organized, created, or otherwise located in this	228
state. Division (D)(1)(e) of this section applies to all moneys,	229
rights to moneys, or other intangible property that is in the	230
possession, custody, or control of such person on or after July	231
22, 1994, whether the moneys, rights to moneys, or other	232
intangible property becomes unclaimed funds prior to or on or	233
after that date.	234

(2) "Holder" does not mean any hospital granted tax-exempt	235
status under section 501(c)(3) of the Internal Revenue Code or any	236
hospital owned or operated by the state or by any political	237
subdivision. Any entity in order to be exempt from the definition	238
of "holder" pursuant to this division shall make a reasonable,	239
good-faith effort to contact the owner of the unclaimed funds.	240

(E) "Person" includes a natural person; corporation, whether	241
for profit or not for profit; copartnership; unincorporated	242
nonprofit association ~~or organization~~; public authority; estate;	243
trust; two or more persons having a joint or common interest;	244
eleemosynary organization; fraternal or cooperative association;	245
other legal or community entity; the United States government,	246
including any district, territory, possession, officer, agency,	247
department, authority, instrumentality, board, bureau, or court;	248
or any state or political subdivision thereof, including any	249
officer, agency, board, bureau, commission, division, department,	250
authority, court, or instrumentality.	251

(F) "Mortgage funds" means the mortgage insurance fund	252
created by section 122.561 of the Revised Code, and the housing	253
guarantee fund created by division (D) of section 128.11 of the	254
Revised Code.	255

(G) "Lawful claims" means any vested right a holder of	256
unclaimed funds has against the owner of such unclaimed funds.	257

(H) "Public utility" means any entity defined as such by	258
division (A) of section 745.01 or by section 4905.02 of the	259
Revised Code.	260

(I) "Deposit" means to place money in the custody of a	261
financial organization for the purpose of establishing an	262
income-bearing account by purchase or otherwise.	263

(J) "Income-bearing account" means a time or savings account,	264
whether or not evidenced by a certificate of deposit, or an	265
investment account through which investments are made solely in	266
obligations of the United States or its agencies or	267
instrumentalities or guaranteed as to principal and interest by	268
the United States or its agencies or instrumentalities, debt	269
securities rated as investment grade by at least two nationally	270
recognized rating services, debt securities which the director of	271
commerce has determined to have been issued for the safety and	272
welfare of the residents of this state, and equity interests in	273
mutual funds that invest solely in some or all of the above-listed	274
securities and involve no general liability, without regard to	275
whether income earned on such accounts, securities, or interests	276
is paid periodically or at the end of a term.	277

(K) "Director of commerce" may be read as the "division of	278
unclaimed funds" or the "superintendent of unclaimed funds."	279

Sec. 1702.01. As used in this chapter, unless the context	280
otherwise requires:	281

(A) "Corporation" or "domestic corporation" means a nonprofit	282
corporation formed under the laws of this state, or a business	283
corporation formed under the laws of this state that, by amendment	284
to its articles as provided by law, becomes a nonprofit	285
corporation.	286

(B) "Foreign corporation" means a nonprofit corporation	287
formed under the laws of another state.	288

(C) "Nonprofit corporation" means a domestic or foreign	289
corporation that is formed otherwise than for the pecuniary gain	290
or profit of, and whose net earnings or any part of them is not	291
distributable to, its members, directors, officers, or other	292
private persons, except that the payment of reasonable	293
compensation for services rendered and the distribution of assets	294
on dissolution as permitted by section 1702.49 of the Revised Code	295
is not pecuniary gain or profit or distribution of net earnings.	296
In a corporation all of whose members are nonprofit corporations,	297
distribution to members does not deprive it of the status of a	298
nonprofit corporation.	299

(D) "State" means the United States; any state, territory,	300
insular possession, or other political subdivision of the United	301
States, including the District of Columbia; any foreign country or	302
nation; and any province, territory, or other political	303
subdivision of a foreign country or nation.	304

(E) "Articles" includes original articles of incorporation,	305
agreements of merger or consolidation if and only to the extent	306
that articles of incorporation are adopted or amended in the	307
agreements, amended articles, and amendments to any of these, and,	308
in the case of a corporation created before September 1, 1851, the	309
special charter and any amendments to it made by special act of	310
the general assembly or pursuant to general law.	311

(F) "Incorporator" means a person who signed the original	312
articles of incorporation.	313

(G) "Member" means one having membership rights and	314
privileges in a corporation in accordance with its articles or	315
regulations.	316

(H) "Voting member" means a member possessing voting rights,	317
either generally or in respect of the particular question	318
involved, as the case may be.	319

(I) "Person" includes, but is not limited to, a nonprofit	320
corporation, a business corporation, a partnership, an	321
unincorporated society or association, and two or more persons	322
having a joint or common interest.	323

(J) The location of the "principal office" of a corporation	324
is the place named as such in its articles.	325

(K) "Directors" means the persons vested with the authority	326
to conduct the affairs of the corporation irrespective of the	327
name, such as trustees, by which they are designated.	328

(L) "Insolvent" means that the corporation is unable to pay	329
its obligations as they become due in the usual course of its	330
affairs.	331

(M)(1) Subject to division (M)(2) of this section,	332
"volunteer" means a director, officer, or agent of a corporation,	333
or another person associated with a corporation, who satisfies	334
both of the following:	335

(a) Performs services for or on behalf of, and under the	336
authority or auspices of, that corporation;	337

(b) Does not receive compensation, either directly or	338
indirectly, for performing those services.	339

(2) For purposes of division (M)(1) of this section,	340
"compensation" does not include any of the following:	341

(a) Actual and necessary expenses that are incurred by a	342
volunteer in connection with the services performed for a	343
corporation, and that are reimbursed to the volunteer or otherwise	344
paid;	345

(b) Insurance premiums paid on behalf of a volunteer, and	346
amounts paid or reimbursed, pursuant to division (E) of section	347
1702.12 of the Revised Code;	348

349

(N) "Business corporation" means any entity~~, as defined in~~	350
~~section 1701.01 of the Revised Code, other than a public benefit~~	351
~~corporation or a mutual benefit corporation,~~ that is organized	352
pursuant to Chapter 1701. of the Revised Code other than a public	353
benefit entity.	354

(O) "Mutual benefit corporation" means any corporation	355
organized under this chapter other than a public benefit	356
corporation.	357

(P) "Public benefit corporation" means a corporation that is	358
recognized as exempt from federal income taxation under section	359
501(c)(3) of the "Internal Revenue Code of 1986," 100 Stat. 2085,	360
26 U.S.C. 1, as amended, or is organized for a public or	361
charitable purpose and that upon dissolution must distribute its	362
assets to a public benefit corporation, the United States, a state	363
or any political subdivision of a state, or a person that is	364
recognized as exempt from federal income taxation under section	365
501(c)(3) of the "Internal Revenue Code of 1986," as amended.	366
"Public benefit corporation" does not include a nonprofit	367
corporation that is organized by one or more municipal	368
corporations to further a public purpose that is not a charitable	369
purpose.	370

(Q) "Authorized communications equipment" means any	371
communications equipment that provides a transmission, including,	372
but not limited to, by telephone, telecopy, or any electronic	373
means, from which it can be determined that the transmission was	374
authorized by, and accurately reflects the intention of, the	375
member or director involved and, with respect to meetings, allows	376
all persons participating in the meeting to contemporaneously	377
communicate with each other.	378

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

379

(1) A corporation existing under the laws of this state or	380
any other state;	381

(2) A business corporation existing under the laws of this	382
state or any other state;	383

(3) Any of the following organizations existing under the	384
laws of this state, the United States, or any other state:	385

(a) An unincorporated business or for profit organization,	386
including a general or limited partnership;	387

(b) A limited liability company;

388

389

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

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

Sec. 1702.05. (A) Except as provided in this section and in	404
sections 1702.41 and ~~1702.45~~1702.411 of the Revised Code, the	405
secretary of state shall not accept for filing in the secretary of	406
state's office any articles if the corporate name set forth in the	407
articles is not distinguishable upon the secretary of state's	408
records from any of the following:	409

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

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

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

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

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

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

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

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

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

438

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sec. 1702.43. (A) Upon adoption by each constituent	876
~~corporation~~entity of an agreement of merger or consolidation	877
pursuant to section ~~1702.42~~1702.41 or ~~1702.45~~1702.411 of the	878
Revised Code, a certificate of merger or consolidation, signed by	879
any authorized representative of each constituent ~~corporation~~	880
entity, shall be filed with the secretary of state. The	881
certificate shall be on a form prescribed by the secretary of	882
state and shall set forth only the information required by this	883
section.	884

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

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

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

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

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

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

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

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

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

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

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

(3) In the case of a merger into a domestic corporation, the	922
certificate of merger shall be accompanied by a copy of any	923
amendments to the articles of incorporation of the surviving	924
domestic corporation.	925

(4) If the surviving or new entity is a foreign entity that	926
desires to transact business in this state as a foreign	927
corporation, limited liability company, limited partnership, or	928
unincorporated association, the certificate of merger or	929
consolidation shall ~~contain a statement to that effect and a~~	930
~~statement with respect to the appointment of the statutory agent~~	931
~~and with respect to the consent to service of any process, notice,~~	932
~~or demand upon that statutory agent or the secretary of state, as~~	933
~~required when a foreign corporation applies for a certificate~~	934
~~authorizing it to transact business in this state~~be accompanied	935
by the information required by division (A)(3)(h), (i), (j), or	936
(k) of section 1702.411 of the Revised Code, whichever is	937
applicable.	938

(5) If a domestic or foreign corporation licensed to transact	939
business in this state is a constituent entity and the surviving	940
or new entity resulting from the merger or consolidation is not a	941
domestic or foreign corporation that is to be licensed to transact	942
business in this state, the certificate of merger or consolidation	943
shall be accompanied by the affidavits, receipts, certificates, or	944
other evidence required by division (G) of section 1702.47 of the	945
Revised Code, with respect to each domestic corporation, and by	946
the affidavits, receipts, certificates, or other evidence required	947
by division (C) or (D) of section 1703.17 of the Revised Code,	948
with respect to each foreign constituent corporation licensed to	949
transact business in this state.	950

(B) If any constituent entity in a merger or consolidation is	951
organized or formed under the laws of a state other than this	952
state or under any chapter of the Revised Code other than this	953
chapter, there also shall be filed in the proper office all	954
documents that are required to be filed in connection with the	955
merger or consolidation by the laws of that state or by that	956
chapter.	957

(C) Upon the filing of a certificate of merger or	958
consolidation and other filings as described in division (B) of	959
this section, or at ~~such~~a later date asthat the certificate of	960
merger or consolidation specifies, the merger or consolidation	961
shall become effective.	962

(D) The secretary of state shall furnish, upon request and	963
payment of the fee specified in division (D) of section 111.16 of	964
the Revised Code, a certificate setting forth the name and form of	965
each constituent entity and the state under whose laws each	966
constituent entity existed prior to the merger or consolidation,	967
the name and form of the surviving or new entity and the state	968
under whose laws the surviving entity exists or the new entity is	969
to exist, the date of filing of the certificate of merger or	970
consolidation with the secretary of state, and the effective date	971
of the merger or consolidation. The certificate of the secretary	972
of state or a copy of the merger or consolidation certified by the	973
secretary of state may be filed for record in the office of the	974
recorder of any county in this state and, if filed, shall be	975
recorded in the records of deeds for that county. For that	976
recording, the county recorder shall charge and collect the same	977
fee as in the case of deeds.	978

Sec. 1702.44. (A) When ~~such~~a merger or consolidation	979
becomes effective, all of the following apply:	980

~~(A)~~(1) The separate existence of ~~all the~~each constituent	981
~~corporations, except~~entity other than the surviving ~~or new~~	982
~~corporation,~~entity in a merger shall cease, except that, whenever	983
a conveyance, assignment, transfer, deed, or other instrument, or	984
act, is necessary to vest property or rights in the surviving or	985
new ~~corporation~~entity, the officers, general partners, or other	986
authorized representatives of the respective constituent	987
~~corporation~~entities shall execute, acknowledge, and deliver ~~such~~	988
those instruments, and do ~~such~~those acts~~, and for such~~. For these	989
purposes, the existence of the constituent ~~corporations~~entities	990
and the authority of their respective officers ~~and~~, directors	991
~~shall be deemed~~, general partners, or other authorized	992
representatives is continued notwithstanding the merger or	993
consolidation;	994

~~(B) The constituent corporations shall become a single~~	995
~~corporation which, in the case of a merger, shall be that one of~~	996
~~the constituent corporations designated in the agreement of merger~~	997
~~as the surviving corporation and, in the case of a consolidation,~~	998
~~shall be the new corporation provided for in the agreement of~~	999
~~consolidation;~~	1000

~~(C) The surviving or new corporation shall have all the~~	1001
~~rights, privileges, immunities, powers, franchises, and authority~~	1002
~~and shall be subject to all the obligations of a corporation~~	1003
~~formed under this chapter;~~	1004

~~(D)~~.

1005

(2) In the case of a merger in which the surviving entity is	1006
a domestic corporation, the articles of the domestic surviving	1007
corporation in effect immediately prior to the time the merger	1008
becomes effective shall continue as its articles after the merger	1009
except as otherwise provided in the agreement of merger. In the	1010
case of a consolidation, the new entity exists when the	1011
consolidation becomes effective, and, if it is a domestic	1012
corporation, the articles contained in or provided for in the	1013
agreement of consolidation shall be its original articles.	1014

(3) The surviving or new ~~corporation shall thereupon and~~	1015
~~thereafter possess~~entity possesses all assets and property of	1016
every description and every interest in the assets and property,	1017
wherever located, the rights, privileges, immunities, powers,	1018
franchises, and authority, ~~as well~~ of a public as well as of a	1019
private nature, of each ~~of the~~ constituent ~~corporations; and all~~	1020
~~property of every description, and every interest therein~~entity,	1021
and all obligations~~, of or~~ belonging to or due to each ~~of the~~	1022
constituent ~~corporations, shall thereafter be taken and deemed to~~	1023
~~be transferred to and~~entity, all of which are vested in the	1024
surviving or new ~~corporation~~entity without further act or deed;	1025
~~and any~~. Any right or interest in respect to any past or future	1026
devise, bequest, conditional gift, or trust, property, or fund	1027
restricted to particular uses, when vested in or claimed by ~~such~~	1028
the surviving or new ~~corporation~~entity as a result of ~~such~~the	1029
merger or consolidation, shall belong to it as a continuation	1030
without interruption of the existence and identity of the	1031
constituent ~~organization~~entity originally named as taker or	1032
beneficiary~~; and~~. The surviving or new entity possesses title to	1033
any real estate, or any interest ~~therein,~~in the real estate	1034
vested in any of the constituent ~~corporations~~entities. Title to	1035
any real estate or any interest in the real estate vested in any	1036
constituent entity shall not revert or in any way be impaired by	1037
reason of ~~such~~the merger or consolidation;.	1038

~~(E) To the extent permitted by the laws of any other state in~~	1039
~~which any constituent corporation has property, the provisions of~~	1040
~~division (D) of this section apply in such state;~~	1041

~~(F)~~(4) The surviving or new ~~corporation shall thenceforth be~~	1042
entity is liable for all of the obligations of each ~~of the~~	1043
constituent ~~corporations; and any~~entity. Any claim existing or	1044
any action or proceeding pending by or against any ~~of the~~	1045
constituent ~~corporations~~entity may be prosecuted to judgment,	1046
with right of appeal ~~as in other cases~~, as if ~~such~~the merger or	1047
consolidation had not taken place, or the surviving or new	1048
~~corporation~~entity may be substituted in its place;.	1049

~~(G)~~(5) All of the rights of creditors of each constituent	1050
~~corporation shall be~~entity are preserved unimpaired, and all	1051
liens upon the property of any ~~of the~~ constituent ~~corporations~~	1052
~~shall be~~entity are preserved unimpaired~~, limited in lien to~~on	1053
only the property affected by ~~such~~those liens immediately prior	1054
to the effective date of the merger or consolidation;	1055

~~(H) The agreement shall operate as amended articles in the~~	1056
~~case of a merger and as original articles in the case of~~	1057
~~consolidation~~. If a general partner of a constituent partnership	1058
is not a general partner of the surviving entity or the new entity	1059
resulting from the merger or consolidation, the former general	1060
partner has no liability for any obligation incurred after the	1061
merger or consolidation except to the extent that a former	1062
creditor of the constituent partnership in which the former	1063
general partner was a partner extends credit to the surviving or	1064
new entity reasonably believing that the former general partner	1065
continued as a general partner of the surviving or new entity.	1066

(B) If a general partner of a constituent partnership is not	1067
a general partner of the surviving entity or the new entity	1068
resulting from the merger or consolidation, division (B) of	1069
section 1782.434 of the Revised Code applies.	1070

(C) In the case of a merger of a domestic constituent	1071
corporation into a foreign surviving corporation, limited	1072
liability company, limited partnership, or unincorporated	1073
association that is not licensed or registered to transact	1074
business in this state or in the case of a consolidation of a	1075
domestic constituent corporation into a new foreign corporation,	1076
limited liability company, limited partnership, or unincorporated	1077
association, if the surviving or new entity intends to transact	1078
business in this state and the certificate of merger or	1079
consolidation is accompanied by the information described in	1080
division (A)(4) of section 1702.43 of the Revised Code, the	1081
surviving or new entity shall be considered on the effective date	1082
of the merger or consolidation to have complied with the	1083
requirements for procuring a license or for registering to	1084
transact business in this state as a foreign corporation, limited	1085
liability company, limited partnership, or unincorporated	1086
association, as the case may be. In that case, a copy of the	1087
certificate of merger or consolidation certified by the secretary	1088
of state constitutes the license certificate prescribed by the	1089
laws of this state for a foreign corporation transacting business	1090
in this state or the application for registration prescribed for a	1091
foreign limited partnership, limited liability company, or	1092
unincorporated association.	1093

(D) Any action to set aside any merger or consolidation on	1094
the ground that any section of the Revised Code applicable to the	1095
merger or consolidation has not been complied with shall be	1096
brought within ninety days after the effective date of that merger	1097
or consolidation or be forever barred.	1098

(E) As used in this section, "corporation" or "entity"	1099
applies to both domestic and foreign corporations or entities if	1100
the context so permits. In the case of a foreign constituent	1101
entity or a foreign new entity, this section is subject to the	1102
laws of the state under the laws of which the entity exists or in	1103
which it has property.	1104

Sec. 1702.46. ~~(A)~~ Upon the filing of the certificate of	1105
merger or consolidation in compliance with the laws of each state	1106
under the laws of which any constituent ~~corporation~~entity exists,	1107
or at ~~such~~any later date asthat the certificate specifies, the	1108
merger or consolidation shall become effective.	1109

~~(B) The effect of such merger or consolidation, if the~~	1110
~~surviving or new corporation is to be a domestic corporation,~~	1111
~~shall be the same as in the case of the merger or consolidation of~~	1112
~~domestic corporations. If the surviving or new corporation is to~~	1113
~~be a foreign corporation:~~	1114

~~(1) The surviving or new corporation shall thenceforth be~~	1115
~~liable for all the obligations of each of the constituent~~	1116
~~corporations;~~	1117

~~(2) All the rights of creditors of each constituent~~	1118
~~corporation shall be preserved unimpaired, and all liens upon the~~	1119
~~property of any of the constituent corporations shall be preserved~~	1120
~~unimpaired, limited in lien to the property affected by such liens~~	1121
~~immediately prior to the effective date of the merger or~~	1122
~~consolidation;~~	1123

~~(3) The effect of such merger or consolidation shall, in all~~	1124
~~other respects, be the same as in the case of the merger or~~	1125
~~consolidation of domestic corporations except insofar as the laws~~	1126
~~of such other state otherwise provide.~~	1127

~~(C) If the surviving or new corporation is to be a foreign~~	1128
~~corporation and if the certificate states that the surviving or~~	1129
~~new corporation desires to exercise its corporate privileges in~~	1130
~~this state as a foreign corporation in a continual course of~~	1131
~~transactions, the surviving or new corporation shall, when the~~	1132
~~merger or consolidation becomes effective, be deemed to have~~	1133
~~complied with the requirements for procuring a certificate~~	1134
~~authorizing it to do so, and a copy of the certificate of merger~~	1135
~~or consolidation, certified by the secretary of state of this~~	1136
~~state, shall be considered and accepted as the license certificate~~	1137
~~prescribed by the laws of this state for a foreign corporation~~	1138
~~exercising its corporate privileges in this state in a continual~~	1139
~~course of transactions.~~	1140

Sec. 1745.05. As used in this chapter, unless the context	1141
otherwise requires:	1142

(A) "Authorized communications equipment" means any	1143
communications equipment that provides a transmission, including,	1144
but not limited to, by telephone, telecopy, or any electronic	1145
means, from which it can be determined that the transmission was	1146
authorized by, and accurately reflects the intention of, the	1147
member or manager involved and, with respect to meetings, allows	1148
all persons participating in the meeting to contemporaneously	1149
communicate with each other.	1150

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

1151

(a) An unincorporated nonprofit association existing under	1152
the laws of this state or any other state;	1153

(b) A nonprofit corporation existing under the laws of this	1154
state or any other state;	1155

(c) A for profit corporation existing under the laws of this	1156
state or any other state;	1157

(d) Any of the following organizations existing under the	1158
laws of this state, the United States, or any other state:	1159

(i) An unincorporated business or for profit organization,	1160
including a general or limited partnership;	1161

(ii) A limited liability company;

1162

(iii) Any other legal or commercial entity the formation and	1163
operation of which is governed by statute.	1164

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

1165

(C) "Established practices" means the practices used by an	1166
unincorporated nonprofit association without material change	1167
during the most recent five years of its existence or, if it has	1168
existed for less than five years, during its entire existence.	1169

(D) "Governing principles" means all agreements, whether	1170
oral, in a record, or implied from its established practices, or	1171
any combination of them, that govern the purpose or operation of	1172
an unincorporated nonprofit association and the rights and	1173
obligations of its members and managers. "Governing principles"	1174
includes any amendment or restatement of the agreements	1175
constituting the governing principles.	1176

(E) "Internal Revenue Code" means the "Internal Revenue Code	1177
of 1986," 100 Stat. 2085, 26 U.S.C. 1, as amended.	1178

(F) "Manager" means a person, irrespective of the person's	1179
designation as director or other designation, that is responsible,	1180
alone or in concert with others, for the management of an	1181
unincorporated nonprofit association as stated in division (E) of	1182
section 1745.32 of the Revised Code.	1183

(G) "Member" means a person that, under the governing	1184
principles of an unincorporated nonprofit association, is entitled	1185
to participate in the selection of persons authorized to manage	1186
the affairs of the association or in the adoption of the policies	1187
and activities of the association.	1188

(H) "Mutual benefit association" means any unincorporated	1189
nonprofit association organized under this chapter other than a	1190
public benefit association.	1191

(I) "Person" means an individual, corporation, business	1192
trust, statutory entity trust, estate, trust, partnership, limited	1193
liability company, cooperative, association, joint venture, public	1194
corporation, government or governmental subdivision, agency, or	1195
instrumentality, two or more persons having a joint or common	1196
interest, or any other legal or commercial entity.	1197

(J) "Public benefit association" means an unincorporated	1198
nonprofit association that is exempt from federal income taxation	1199
under section 501(c)(3) of the Internal Revenue Code or is	1200
organized for a public or charitable purpose and that upon	1201
dissolution must distribute its assets to a public benefit	1202
association, the United States, a state or any political	1203
subdivision of a state, or a person that is recognized as exempt	1204
from federal income taxation under section 501(c)(3) of the	1205
Internal Revenue Code.	1206

(K) "Public benefit entity" means an entity that is	1207
recognized as exempt from federal income taxation under section	1208
501(c)(3) of the Internal Revenue Code or is organized for a	1209
public or charitable purpose and that upon dissolution must	1210
distribute its assets to a public benefit entity, the United	1211
States, a state or any political subdivision of a state, or a	1212
person that is recognized as exempt from federal income taxation	1213
under section 501(c)(3) of the Internal Revenue Code. "Public	1214
benefit entity" does not include an entity that is organized by	1215
one or more municipal corporations to further a public purpose	1216
that is not a charitable purpose.	1217

(L) "Record" means information that is inscribed on a	1218
tangible medium or that is stored in an electronic or other medium	1219
and is retrievable in perceivable form.	1220

(M) "Unincorporated nonprofit association" means an	1221
unincorporated organization, consisting of two or more members	1222
joined by mutual consent pursuant to an agreement, written, oral,	1223
or inferred from conduct, for one or more common, nonprofit	1224
purposes. "Unincorporated nonprofit association" does not include	1225
any of the following:	1226

(1) A trust;

1227

(2) A marriage, domestic partnership, common law	1228
relationship, or other domestic living arrangement;	1229

(3) An organization that is formed under any other statute	1230
that governs the organization and operation of unincorporated	1231
associations;	1232

(4) A joint tenancy, tenancy in common, or tenancy by the	1233
entireties notwithstanding that the co-owners share use of the	1234
property for a nonprofit purpose;	1235

(5) A religious organization that operates according to the	1236
rules, regulations, canons, discipline, or customs established by	1237
the organization, including any ministry, apostolate, committee,	1238
or group within that organization.	1239

(N)(1) Subject to division (N)(2) of this section,	1240
"volunteer" means a manager, officer, member, or agent of an	1241
unincorporated nonprofit association, or another person acting for	1242
the association, who satisfies both of the following:	1243

(a) Performs services for or on behalf of, and under the	1244
authority or auspices of, that unincorporated nonprofit	1245
association;	1246

(b) Does not receive compensation, either directly or	1247
indirectly, for performing those services.	1248

(2) For purposes of division (N)(1) of this section,	1249
"compensation" does not include any of the following:	1250

(a) Actual and necessary expenses that are incurred by a	1251
volunteer in connection with the services performed for an	1252
unincorporated nonprofit association and that are reimbursed to	1253
the volunteer or otherwise paid;	1254

(b) Insurance premiums paid on behalf of a volunteer, and	1255
amounts paid or reimbursed, pursuant to divisions (A) and (G) of	1256
section 1745.43 of the Revised Code;	1257

1258

Sec. 1745.06. (A) Principles of law and equity supplement	1259
this chapter unless displaced by a particular provision of this	1260
chapter.	1261

(B) A statute in this state governing a particular type of	1262
unincorporated nonprofit association prevails over an inconsistent	1263
provision in this chapter to the extent of the inconsistency.	1264

(C) This chapter supplements all regulatory laws that are	1265
applicable to nonprofit organizations operating in this state. In	1266
the event of a conflict, those regulatory laws prevail.	1267

Sec. 1745.07. (A) Except as otherwise provided in division	1268
(B) of this section, the law of this state governs all	1269
unincorporated nonprofit associations formed or operating in this	1270
state.	1271

(B) Unless the governing principles of an unincorporated	1272
nonprofit association specify a different jurisdiction, the law of	1273
the jurisdiction in which the association has its main place of	1274
activities governs the internal affairs of the association.	1275

Sec. 1745.08. All of the following apply to an	1276
unincorporated nonprofit association:	1277

(A) It is a legal entity distinct from its members and	1278
managers.	1279

(B) It has perpetual duration unless its governing principles	1280
specify otherwise.	1281

(C) It has the same powers as an individual to do all things	1282
necessary or convenient to carry on its activities.	1283

(D) It may engage in profit-making activities, but any	1284
profits from those activities shall be used or set aside for the	1285
association's nonprofit purposes.	1286

Sec. 1745.09. An unincorporated nonprofit association may	1287
acquire, hold, encumber, or transfer in its name an estate or	1288
interest in real or personal property. An unincorporated nonprofit	1289
association may be a legatee, a devisee, or a beneficiary of a	1290
trust or contract. All property acquired by an unincorporated	1291
nonprofit association by purchase, gift, devise, bequest, or	1292
otherwise shall be the absolute property of the association,	1293
unless it is otherwise specified in writing at the time of	1294
acquiring that property.	1295

Sec. 1745.10. A debt, obligation, or other liability of an	1296
unincorporated nonprofit association, whether arising in contract,	1297
tort, or otherwise, is solely the debt, obligation, or other	1298
liability of the association and does not become the debt,	1299
obligation, or other liability of a member or manager solely	1300
because the member acts as a member or the manager acts as a	1301
manager. A person's status as a member or a manager of an	1302
unincorporated nonprofit association does not prevent or restrict	1303
any law other than this chapter from imposing liability on the	1304
person or association because of the person's conduct.	1305

Sec. 1745.11. An unincorporated nonprofit association has	1306
the capacity to sue and be sued in its own name. A member or a	1307
manager of an unincorporated nonprofit association may assert a	1308
claim that the member or manager has against the association. An	1309
unincorporated nonprofit association may assert a claim that it	1310
has against a member or a manager of the association.	1311

Sec. 1745.12. All assets, property, funds, and rights or	1312
interests, at law or in equity, of any unincorporated nonprofit	1313
association shall be subject to judgment, execution, and other	1314
process. A money judgment against an unincorporated nonprofit	1315
association shall be enforced only against the association as an	1316
entity and shall not be enforceable against the property of any	1317
manager or member of the association.	1318

Sec. 1745.13. (A) An unincorporated nonprofit association	1319
may file in the office of the secretary of state a statement	1320
appointing an agent authorized to receive service of process. The	1321
statement appointing an agent shall set forth the name of the	1322
unincorporated nonprofit association and the name and address in	1323
this state of the agent, including the street and number or other	1324
particular description, and shall otherwise be in the form that	1325
the secretary of state prescribes. The secretary of state shall	1326
keep a record of the names of all unincorporated nonprofit	1327
associations that have filed a statement appointing an agent	1328
authorized to receive service of process and the names and	1329
addresses of their respective agents.	1330

(B) A statement appointing an agent authorized to receive	1331
service of process under division (A) of this section shall be	1332
signed by a person authorized to manage the affairs of the	1333
unincorporated nonprofit association. The statement also shall be	1334
signed by the person appointed as agent who accepts the	1335
appointment. The appointed agent may resign by filing with the	1336
secretary of state, on a form prescribed by the secretary of	1337
state, a written notice to that effect that is signed by the agent	1338
and by sending a copy of the notice to the association at the	1339
current or last known address of its principal office on or prior	1340
to the date that the notice is filed with the secretary of state.	1341

(C) An unincorporated nonprofit association may revoke the	1342
appointment of an agent by filing with the secretary of state on a	1343
form prescribed by the secretary of state a written appointment of	1344
another agent and a statement that the appointment of the former	1345
agent is revoked.	1346

Sec. 1745.14. In an action or proceeding against an	1347
unincorporated nonprofit association, a summons and complaint or	1348
other process may be served on an agent authorized by appointment	1349
to receive service of process or a manager of the association or	1350
in any other manner authorized by the law of this state.	1351

Sec. 1745.15. An action or proceeding against an	1352
unincorporated nonprofit association does not abate merely because	1353
of a change in its members or managers.	1354

Sec. 1745.16. Unless otherwise provided by law, the venue of	1355
an action against an unincorporated nonprofit association brought	1356
in this state shall be determined under the statutes applicable to	1357
an action brought in this state against a nonprofit corporation.	1358

Sec. 1745.17. A member of an unincorporated nonprofit	1359
association is not an agent of the association solely by reason of	1360
being a member.	1361

Sec. 1745.18. Except as otherwise provided in its governing	1362
principles, an unincorporated nonprofit association shall have the	1363
approval of its members to do any of the following:	1364

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

1365

(B) Select or dismiss a manager;

1366

1367

(D) Sell, lease, exchange, or otherwise dispose of all or	1368
substantially all of the association's property, with or without	1369
the association's goodwill, outside the ordinary course of its	1370
activities;	1371

(E) Dissolve under section 1745.50 of the Revised Code or	1372
merge or consolidate under section 1745.46 or 1745.461 of the	1373
Revised Code;	1374

(F) Undertake any other act outside the ordinary course of	1375
the association's activities if the association has annual gross	1376
receipts of less than twenty-five thousand dollars;	1377

(G) Determine the purposes of the association and, if the	1378
association has annual gross receipts of less than twenty-five	1379
thousand dollars, determine the policies of the association;	1380

(H) Do any other act or exercise any right that requires	1381
action by the members under the governing principles.	1382

Sec. 1745.19. (A) Unless another form of notice is required	1383
by the governing principles of an unincorporated nonprofit	1384
association or by applicable law, any notice required by this	1385
chapter shall be in writing and shall be delivered personally or	1386
sent by telegram, by the use of authorized communications	1387
equipment, or by United States mail, express mail, or courier	1388
service, with postage or fees prepaid.	1389

(B) In computing the period of time for the giving of a	1390
notice required or permitted under this chapter or under the	1391
governing principles of an unincorporated nonprofit association or	1392
a resolution of its members or managers, the day on which the	1393
notice is given shall be excluded, and the day when the act for	1394
which the notice is given is to be done shall be included, unless	1395
the instrument calling for the notice provides otherwise. If	1396
notice is given by personal delivery or transmitted by telegram or	1397
by the use of authorized communications equipment, the notice	1398
shall be considered to have been given when it is delivered or	1399
transmitted. If notice is sent by United States mail, express	1400
mail, or courier service, the notice shall be considered to have	1401
been given when it is deposited in the mail or with the courier	1402
service.	1403

(C) A written notice or report delivered as part of a	1404
newsletter, magazine, or other publication regularly sent to	1405
members shall constitute a written notice or report if addressed	1406
or delivered to the member's address shown in the unincorporated	1407
nonprofit association's current list of members, or, in the case	1408
of members who are residents of the same household and who have	1409
the same address in the association's current list of members, if	1410
addressed or delivered to one of those members at the address	1411
appearing on the association's current list of members.	1412

Sec. 1745.20. (A) An unincorporated nonprofit association	1413
shall maintain a record of its members containing the name and	1414
address of each member and, if members are classified, the class	1415
to which the member belongs.	1416

(B) A member of an unincorporated nonprofit association may	1417
be suspended, dismissed, or expelled as provided in division (A)	1418
of section 1745.29 of the Revised Code or may resign as provided	1419
in division (A) of section 1745.30 of the Revised Code. Upon the	1420
suspension or termination of membership, that fact and the date of	1421
the suspension or termination shall be recorded in the	1422
association's membership records.	1423

(C) Unless the governing principles provide otherwise, all	1424
rights and privileges of a member in an unincorporated nonprofit	1425
association and its property shall cease on termination of	1426
membership.	1427

(D) Whenever the number of members of an unincorporated	1428
nonprofit association that, under the law or its governing	1429
principles, must have a specified number of members is reduced	1430
below the specified number, the unincorporated nonprofit	1431
association shall not be required because of that reduction to	1432
cease carrying on its activities, but the continuing members may	1433
fill all vacancies.	1434

(E) Unless otherwise provided in the governing principles of	1435
an unincorporated nonprofit association, all members have the same	1436
membership rights and privileges.	1437

(F) All members of an unincorporated nonprofit association	1438
shall exercise their membership rights and privileges consistent	1439
with the obligation of good faith and fair dealing.	1440

Sec. 1745.21. (A) Unless the governing principles provide	1441
otherwise, meetings of voting members of an unincorporated	1442
nonprofit association may be called by any of the following:	1443

(1) The president or, in case of the president's absence,	1444
death, or disability, the vice-president authorized to exercise	1445
the authority of the president;	1446

(2) The manager or managers by action at a meeting, or a	1447
majority of the managers acting without a meeting;	1448

(3) The lesser of ten per cent of the voting members or	1449
twenty-five of the voting members, unless the governing principles	1450
specify for that purpose a smaller or larger proportion or number,	1451
but not in excess of fifty per cent of the voting members;	1452

(4) Any other officers or persons that the governing	1453
principles authorize to call those meetings.	1454

(B) If so provided in the governing principles, meetings of	1455
voting members may be held either within or outside this state or	1456
solely by means of authorized communications equipment.	1457

(C) Unless the governing principles provide otherwise, the	1458
voting members and proxyholders who are not physically present at	1459
a meeting of voting members may attend the meeting by the use of	1460
authorized communications equipment that enables the voting	1461
members and proxyholders an opportunity to participate in the	1462
meeting and to vote on matters submitted to the voting members,	1463
including an opportunity to read or hear the proceedings of the	1464
meeting, participate in the proceedings, and contemporaneously	1465
communicate with the persons who are physically present at the	1466
meeting. Any voting member who uses authorized communications	1467
equipment under this division is considered to be present in	1468
person at the meeting whether the meeting is held at a designated	1469
place or solely by means of authorized communications equipment.	1470
The members or managers may adopt procedures and guidelines for	1471
the use of authorized communications equipment in connection with	1472
a meeting of voting members to permit the unincorporated nonprofit	1473
association to verify that a person is a voting member or	1474
proxyholder and to maintain a record of any vote or other action	1475
taken at the meeting.	1476

Sec. 1745.22. Unless the governing principles provide for	1477
notice of meetings otherwise than as provided in this section,	1478
written notice stating the place, if any, and the time of a	1479
meeting, the means, if any, by which the voting members can be	1480
present and vote at the meeting through the use of authorized	1481
communications equipment, and in case of a special meeting the	1482
purpose or purposes for which the meeting is called, shall be	1483
given in the manner described in section 1745.19 of the Revised	1484
Code, to each member entitled to notice of the meeting not less	1485
than ten and not more than sixty days before the date of the	1486
meeting. The notice of the meeting shall be given by or at the	1487
direction of the president, the secretary, or any other person	1488
required or permitted by the governing principles to give notice	1489
or by the officers or persons calling the meeting. If mailed or	1490
sent by overnight delivery service, that notice shall be addressed	1491
to the member at the member's address as it appears on the records	1492
of the unincorporated nonprofit association. If sent by means of	1493
authorized communications equipment, that notice shall be sent to	1494
the address furnished by the voting member for transmissions by	1495
authorized communications equipment. Notice of adjournment of a	1496
meeting need not be given if the place, if any, and the time to	1497
which it is adjourned and the procedure by which the voting	1498
members can be present and vote at the adjourned meeting through	1499
the use of authorized communications equipment are fixed and	1500
announced at the meeting.	1501

Sec. 1745.23. (A) Notice of the place, if any, the time, and	1502
the purpose or purposes of any meeting of voting members or	1503
managers, as the case may be, whether required by law or the	1504
governing principles may be waived in writing, either before or	1505
after the holding of that meeting, by any member or any manager.	1506
That writing shall be filed with or entered upon the records of	1507
the meeting. A transmission by authorized communications equipment	1508
that contains a waiver is a writing for purposes of this division.	1509

(B) If a member or manager attends a meeting described in	1510
division (A) of this section without protesting prior to or at the	1511
commencement of the meeting, then the lack of proper notice shall	1512
be considered to be a waiver by the member or manager of notice of	1513
the meeting.	1514

(C) Unless the governing principles provide otherwise, a	1515
member shall be considered in attendance at a meeting described in	1516
division (A) of this section if the member is present in person,	1517
by the use of authorized communications equipment, by mail, or, if	1518
permitted, by proxy. Unless the governing principles provide	1519
otherwise, a manager shall be considered in attendance at a	1520
meeting described in division (A) of this section if the manager	1521
is present in person or by the use of authorized communications	1522
equipment.	1523

Sec. 1745.24. Unless the governing principles provide	1524
otherwise, the following apply:	1525

(A) The voting members present in person, by the use of	1526
authorized communications equipment, by mail, or, if permitted, by	1527
proxy at any meeting of voting members shall constitute a quorum	1528
for the meeting.	1529

(B) The affirmative vote of a majority of the voting members	1530
present at a meeting at which a quorum is present as provided in	1531
division (A) of this section shall be necessary for the	1532
authorization or taking of any action voted upon by the members,	1533
except that no action required by law or by the governing	1534
principles to be authorized or taken by a specified proportion or	1535
number of the voting members or of any class of voting members may	1536
be authorized or taken by a lesser proportion or number.	1537

Sec. 1745.25. (A) Except as otherwise provided in the	1538
governing principles, each member, regardless of class, shall be	1539
entitled to one vote on each matter properly submitted to the	1540
members for their vote, consent, waiver, release, or other action.	1541

(B) Unless the governing principles provide otherwise, voting	1542
at elections and votes on other matters may be conducted by mail	1543
or by the use of authorized communications equipment.	1544

(C) Participation by a member in a meeting through the use of	1545
any of the means of communication described in division (B) of	1546
this section constitutes presence in person of that member at the	1547
meeting. The members or managers may adopt procedures and	1548
guidelines for the use of authorized communications equipment to	1549
permit the unincorporated nonprofit association to verify that a	1550
person is a voting member and to maintain a record of any vote.	1551

(D) Unless the governing principles provide otherwise, no	1552
member who is a natural person shall vote or act by proxy.	1553

Sec. 1745.26. Whenever with respect to the authorization or	1554
taking of any action by the members or the managers the governing	1555
principles require the vote, consent, waiver, or release of a	1556
greater proportion or number of the members or the managers than	1557
that otherwise required by law with respect to that authorization	1558
or taking of the action, the provisions of the governing	1559
principles shall control.	1560

Sec. 1745.27. The authorization or taking of any action by	1561
vote, consent, waiver, or release of the members may be rescinded	1562
or revoked by the same vote, consent, waiver, or release as at the	1563
time of rescission or revocation would be required to authorize or	1564
take that action in the first instance, subject to the contract	1565
rights of other persons.	1566

Sec. 1745.28. (A) Unless the governing principles prohibit	1567
the authorization or taking of any action of the members or the	1568
managers without a meeting, any action that may be authorized or	1569
taken at a meeting of the members or the managers, as the case may	1570
be, may be authorized or taken without a meeting with the	1571
affirmative vote or approval of, and in a writing or writings	1572
signed by, all of the members or all of the managers, as the case	1573
may be, who would be entitled to notice of a meeting for that	1574
purpose, or, in the case of members, any other proportion or	1575
number of voting members, not less than a majority, that the	1576
governing principles permit. The writing or writings described in	1577
this division shall be filed with or entered upon the records of	1578
the unincorporated nonprofit association. Any certificate with	1579
respect to the authorization or taking of any action described in	1580
this division that is required to be filed in the office of the	1581
secretary of state shall recite that the authorization or taking	1582
of that action was in a writing or writings approved and signed as	1583
specified in this section.	1584

(B) Any transmission by authorized communications equipment	1585
that contains an affirmative vote or approval of the person	1586
described in division (A) of this section is a signed writing for	1587
purposes of this section. The date on which that transmission by	1588
authorized communications equipment is sent is the date on which	1589
the writing is signed.	1590

Sec. 1745.29. (A) A person becomes a member of an	1591
unincorporated nonprofit association and may be suspended,	1592
dismissed, or expelled in accordance with the association's	1593
governing principles. If there are no applicable governing	1594
principles, a person may become a member or be suspended,	1595
dismissed, or expelled from an unincorporated nonprofit	1596
association by a vote of its members. A person may not be admitted	1597
as a member of an unincorporated nonprofit association without the	1598
person's consent.	1599

(B) Unless the governing principles provide otherwise, the	1600
suspension, dismissal, or expulsion of a member of an	1601
unincorporated nonprofit association does not relieve the member	1602
from any unpaid capital contribution, dues, assessments, fees, or	1603
other obligation incurred or commitment made by the member before	1604
the suspension, dismissal, or expulsion.	1605

Sec. 1745.30. (A) A member may resign from membership in an	1606
unincorporated nonprofit association in accordance with the	1607
governing principles. In the absence of applicable governing	1608
principles, a member may resign at any time.	1609

(B) Unless the governing principles provide otherwise,	1610
resignation of a member of an unincorporated nonprofit association	1611
does not relieve the member from any unpaid capital contribution,	1612
dues, assessments, fees, or other obligation incurred or	1613
commitment made by the member before the resignation.	1614

Sec. 1745.31. Except as otherwise provided in the governing	1615
principles, any interest or right of the member under the	1616
governing principles is not transferable.	1617

Sec. 1745.32. Except as otherwise provided in this chapter or	1618
the governing principles, all of the following apply:	1619

(A) The members of an unincorporated nonprofit association	1620
may select the manager or managers.	1621

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

1622

1623

(D) Each manager has equal rights in the management and	1624
conduct of the association's activities.	1625

(E) All matters relating to the association's activities are	1626
decided by its managers, except for those matters reserved for	1627
approval by members as specified in section 1745.18 of the Revised	1628
Code.	1629

(F) A difference among managers is decided by a majority of	1630
the managers.	1631

Sec. 1745.33. (A) Except when the law or the governing	1632
principles require that action be otherwise authorized or taken,	1633
all of the authority of an unincorporated nonprofit association	1634
shall be exercised by or under the direction of its manager or	1635
managers.	1636

(B) The only fiduciary duties a manager owes to the	1637
association are the duties set forth in this division. The duties	1638
of a manager are to act in good faith, in a manner the manager	1639
reasonably believes to be in or not opposed to the best interests	1640
of the unincorporated nonprofit association, and with the care	1641
that an ordinarily prudent person in a similar position would use	1642
under similar circumstances. A manager serving on a committee of	1643
managers is acting as a manager.	1644

(C) In performing the duties of a manager, a manager is	1645
entitled to rely on information, opinions, reports, or statements,	1646
including financial statements and other financial data, that are	1647
prepared or presented by any of the following:	1648

(1) One or more managers, officers, or employees of the	1649
association who the manager reasonably believes are reliable and	1650
competent in the matters prepared or presented;	1651

(2) Counsel, public accountants, or other persons as to	1652
matters that the manager reasonably believes are within the	1653
person's professional or expert competence;	1654

(3) A committee of the managers in which the manager does not	1655
serve, duly established in accordance with a provision of the	1656
governing principles as to matters within its designated	1657
authority, which committee the manager reasonably believes to	1658
merit confidence.	1659

(D) For purposes of division (B) of this section, the	1660
following apply:	1661

(1) A manager shall not be found to have failed to perform	1662
the manager's duties in accordance with that division, unless it	1663
is proved by clear and convincing evidence in an action brought	1664
against the manager that the manager has not acted in good faith,	1665
in a manner the manager reasonably believes to be in or not	1666
opposed to the best interests of the unincorporated nonprofit	1667
association, or with the care that an ordinarily prudent person in	1668
a similar position would use under similar circumstances. An	1669
action under division (D)(1) of this section includes, but is not	1670
limited to, an action that involves or affects any of the	1671
following:	1672

(a) A change or potential change in control of the	1673
association;	1674

(b) A termination or potential termination of the manager's	1675
service to the association as manager;	1676

(c) The manager's service in any other position or	1677
relationship with the association.	1678

(2) A manager shall not be considered to be acting in good	1679
faith if the manager has knowledge concerning the matter in	1680
question that would cause reliance on information, opinions,	1681
reports, or statements that are prepared or presented by any of	1682
the persons described in divisions (C)(1) to (3) of this section,	1683
to be unwarranted.	1684

(3) The provisions of division (D) of this section do not	1685
limit relief available under section 1745.42 of the Revised Code.	1686

(E)(1) Subject to divisions (E)(2) and (3) of this section, a	1687
manager is liable in damages for any act that the manager takes or	1688
fails to take as manager only if it is proved, by clear and	1689
convincing evidence, in a court with jurisdiction that the act or	1690
omission of the manager was one undertaken with a deliberate	1691
intent to cause injury to the association or was one undertaken	1692
with a reckless disregard for the best interests of the	1693
association.	1694

(2) Division (E)(1) of this section does not affect the	1695
liability of a manager under section 1745.56 of the Revised Code.	1696

(3) Subject to division (E)(2) of this section, division	1697
(E)(1) of this section does not apply if, and only to the extent	1698
that, at the time of an act or omission of a manager that is the	1699
subject of the complaint, the governing principles of the	1700
association state by specific reference to division (E)(1) of this	1701
section that its provisions do not apply to the association.	1702

(F) For purposes of this section, in determining what a	1703
manager reasonably believes to be in or not opposed to the best	1704
interests of the association, a manager shall consider the	1705
purposes of the association and may consider any of the following:	1706

(1) The interests of the employees, suppliers, creditors, and	1707
customers of the association;	1708

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

1709

(3) Community and societal considerations;

1710

(4) The long-term and short-term best interests of the	1711
association, including, but not limited to, the possibility that	1712
those interests may be best served by the continued independence	1713
of the association.	1714

(G) Divisions (E) and (F) of this section do not affect the	1715
duties of a manager who acts in any capacity other than in the	1716
capacity as a manager.	1717

Sec. 1745.34. Unless otherwise provided in the governing	1718
principles, the following apply:	1719

(A) Meetings of the managers may be called by any two	1720
managers or by any chairperson, president, or vice-president of	1721
the unincorporated nonprofit association.	1722

(B) Meetings of the managers may be held at any place within	1723
or outside this state, including by means of authorized	1724
communications equipment, unless the governing principles prohibit	1725
participation by managers at a meeting by means of authorized	1726
communications equipment. Participation at a meeting pursuant to	1727
this division constitutes presence at that meeting.	1728

(C) Notice of the place, if any, and time of each meeting of	1729
the managers shall be given to each manager either by personal	1730
delivery or by mail, by overnight delivery service, or by means of	1731
authorized communications equipment at least two days before the	1732
meeting. The notice need not specify the purposes of the meeting.	1733

(D) Notice of adjournment of a meeting of the managers need	1734
not be given if the time and place to which it is adjourned are	1735
fixed and announced at that meeting.	1736

Sec. 1745.35. Unless the governing principles provide	1737
otherwise, a majority of the whole authorized number of managers	1738
is necessary to constitute a quorum for a meeting of the managers,	1739
except that a majority of the managers in office constitutes a	1740
quorum for filling a vacancy in the position of manager. The act	1741
of a majority of the managers present at a meeting at which a	1742
quorum is present is the act of all of the managers, unless the	1743
act of a greater number is required by the governing principles.	1744

Sec. 1745.36. (A) The governing principles may provide for	1745
the creation by the managers of an executive committee or any	1746
other committee of the managers, to consist of one or more	1747
managers, and may authorize the delegation to that committee of	1748
any of the authority of the managers, however conferred.	1749

(B) The managers may appoint one or more managers as	1750
alternate members of any committee described in division (A) of	1751
this section, who may take the place of any absent member or	1752
members at any meeting of the particular committee.	1753

(C) Each committee described in division (A) of this section	1754
shall serve at the pleasure of the managers, shall act only in the	1755
intervals between meetings of the managers, and shall be subject	1756
to the control and direction of the managers.	1757

(D) Unless otherwise provided in the governing principles or	1758
ordered by the managers, any committee described in division (A)	1759
of this section may act by a majority of its members at a meeting	1760
or by a writing or writings signed by all of its members.	1761

(E) Meetings of committees described in division (A) of this	1762
section may be held by any means of authorized communication	1763
equipment, unless participation by members of the committee at a	1764
meeting by means of authorized communications equipment is	1765
prohibited by the governing principles or any order of the	1766
managers. Participation at a meeting pursuant to this division	1767
constitutes presence at the meeting.	1768

(F) An act or authorization of an act by any committee	1769
described in division (A) of this section within the authority	1770
delegated to it shall be as effective for all purposes as the act	1771
or authorization of the managers.	1772

Sec. 1745.37. (A) The officers of an unincorporated nonprofit	1773
association, if any, may consist of a president, a secretary, a	1774
treasurer, and, if desired, a chairperson, one or more	1775
vice-presidents, and any other officers and assistant officers	1776
that may be considered necessary, each of whom may be designated	1777
by any other titles that may be provided in the governing	1778
principles or the resolutions of the managers. Unless the	1779
governing principles provide otherwise, none of the officers need	1780
be a manager. Any two or more offices may be held by the same	1781
person. The officers shall be elected or appointed at the time, in	1782
the manner, and for the terms that may be prescribed in the	1783
governing principles. In the absence of any such provision, all	1784
officers shall be elected annually by the managers.	1785

(B) Unless the governing principles provide otherwise, the	1786
following apply:	1787

(1) All officers, as between themselves and the association,	1788
shall respectively have the authority and perform the duties that	1789
are determined by the persons authorized to elect or appoint them.	1790

(2) Any officer may be removed, with or without cause, by the	1791
persons authorized to elect or appoint the officer without	1792
prejudice to the contract rights of that officer. The election or	1793
appointment of an officer for a given term, or a general provision	1794
in the governing principles with respect to term of office, shall	1795
not be considered to create contract rights.	1796

(3) The persons authorized to elect or appoint officers may	1797
fill any vacancy in any office occurring for whatever reason.	1798

Sec. 1745.38. The managers of an unincorporated nonprofit	1799
association may authorize any mortgage, pledge, or deed of trust	1800
of all or any of the property of the association of any	1801
description or any interest in the property, for the purpose of	1802
securing the payment or performance of any obligation or contract.	1803
Unless the governing principles or the terms of any trust on which	1804
the association holds any particular property provide otherwise,	1805
no vote or consent of the members of the association or	1806
authorization from the court under section 1715.39 of the Revised	1807
Code is necessary for that action.	1808

Sec. 1745.39. (A) On reasonable notice, a member or manager	1809
of an unincorporated nonprofit association may inspect and copy	1810
during the association's regular operating hours and at a	1811
reasonable location specified by the association any record	1812
maintained by the association regarding its activities, financial	1813
condition, and other circumstances, to the extent the information	1814
is material to the member's or manager's rights and duties under	1815
the association's governing principles or this chapter.	1816

(B) An unincorporated nonprofit association may impose	1817
reasonable restrictions on access to and use of information to be	1818
furnished under this section, including designating the	1819
information confidential and imposing nondisclosure and	1820
safeguarding obligations on the recipient.	1821

(C) An unincorporated nonprofit association may charge a	1822
person that makes a demand under this section reasonable copying	1823
costs, limited to the costs of labor and materials.	1824

(D) A former member or manager of an unincorporated nonprofit	1825
association may have access to information to which the member or	1826
manager was entitled while a member or manager of the association	1827
if the information pertains to the period during which the person	1828
was a member or manager, the former member or manager seeks the	1829
information in good faith, and the former member or manager	1830
satisfies divisions (A) to (C) of this section.	1831

Sec. 1745.40. (A) Except as otherwise provided in division	1832
(B) of this section, an unincorporated nonprofit association may	1833
not pay dividends or distribute any part of its income or profits	1834
to a member, manager, officer, or other private person.	1835

(B) An unincorporated nonprofit association may do any of the	1836
following:	1837

(1) Pay reasonable compensation or reimburse reasonable	1838
expenses to a member or manager for services rendered;	1839

(2) Confer benefits on a member or manager in conformity with	1840
its nonprofit purposes;	1841

(3) Repurchase a membership and repay a capital contribution	1842
made by a member to the extent authorized by its governing	1843
principles;	1844

(4) Make distributions of property to members upon winding up	1845
and termination to the extent permitted by section 1745.52 of the	1846
Revised Code.	1847

Sec. 1745.41. (A) The office of a manager becomes vacant if	1848
the manager dies or resigns. A resignation under this division	1849
takes effect immediately or at any other time that the manager may	1850
specify.	1851

(B) A manager may be removed from office pursuant to any	1852
procedure for removal from office provided in the governing	1853
principles. That removal from office creates a vacancy.	1854

(C) Unless the governing principles provide otherwise, the	1855
remaining managers, although less than a majority of the whole	1856
authorized number of managers, may by the vote of a majority of	1857
their number fill any vacancy in the office of manager for the	1858
unexpired term. For purposes of this section, a vacancy exists if	1859
the voting members increase the authorized number of managers but	1860
fail at the meeting at which that increase is authorized or an	1861
adjournment of the meeting to elect the additional managers	1862
provided for or if the voting members fail at any time to elect	1863
the whole authorized number of managers.	1864

Sec. 1745.42. (A) Unless otherwise provided in the governing	1865
principles, the following apply:	1866

(1) No contract, action, or transaction is void or voidable	1867
with respect to an unincorporated nonprofit association because	1868
the contract, action, or transaction is between or affects the	1869
association and one or more of its members, managers, or officers	1870
or is between or affects the association and any other person in	1871
which one or more of the association's members, managers, or	1872
officers are members, managers, or officers or in which one or	1873
more of the association's members, managers, or officers have a	1874
financial or personal interest, or because one or more interested	1875
members, managers, or officers participate in or vote at the	1876
meeting of the members, the managers, or a committee of the	1877
managers that authorizes the contract, action, or transaction, if	1878
any of the following applies:	1879

(a) The material facts as to the member's, manager's, or	1880
officer's relationship or interest and as to the contract, action,	1881
or transaction are disclosed or are known to the managers or the	1882
committee, and the managers or committee, in good faith reasonably	1883
justified by the material facts, authorizes the contract, action,	1884
or transaction by the affirmative vote of a majority of the	1885
disinterested managers, even though the disinterested managers	1886
constitute less than a quorum of the managers or the committee.	1887

(b) The material facts as to the member's, manager's, or	1888
officer's relationship or interest and as to the contract, action,	1889
or transaction are disclosed or are known to the members entitled	1890
to vote on the contract, action, or transaction, and the contract,	1891
action, or transaction is specifically approved at a meeting of	1892
the members held for the purpose of voting on the contract,	1893
action, or transaction, by the affirmative vote of a majority of	1894
the voting members of the unincorporated nonprofit association who	1895
are not interested in the contract, action, or transaction.	1896

(c) The contract, action, or transaction is fair as to the	1897
unincorporated nonprofit association as of the time it is	1898
authorized or approved by the managers, a committee of the	1899
managers, or the members.	1900

(2) Common or interested managers may be counted in	1901
determining the presence of a quorum at a meeting of the managers	1902
or a committee of the managers that authorizes the contract,	1903
action, or transaction.	1904

(3) The managers, by the affirmative vote of a majority of	1905
those in office and irrespective of any financial or personal	1906
interest of any of the managers, have the authority to establish	1907
reasonable compensation, which may include pension, disability,	1908
and death benefits, for services to the unincorporated nonprofit	1909
association by the managers and officers, or to delegate that	1910
authority to establish reasonable compensation to one or more	1911
officers or managers.	1912

(B) Divisions (A)(1) and (2) of this section do not limit or	1913
otherwise affect the liability of managers under section 1745.56	1914
of the Revised Code.	1915

(C) For purposes of division (A) of this section, a manager	1916
is not an interested manager solely because the subject of a	1917
contract, action, or transaction may involve or effect a change in	1918
control of the unincorporated nonprofit association or the	1919
manager's continuation in office as a manager of the association.	1920

(D) For purposes of this section, "action" means a resolution	1921
that is adopted by the managers or a committee of the managers.	1922

Sec. 1745.43. (A) An unincorporated nonprofit association	1923
may indemnify or agree to indemnify any person who was or is a	1924
party or is threatened to be made a party to any threatened,	1925
pending, or completed civil, criminal, administrative, or	1926
investigative action, suit, or proceeding, other than an action by	1927
or in the right of the association, by reason of the fact that the	1928
person is or was a manager, officer, employee, member, agent, or	1929
volunteer of the association or a person acting in any other	1930
representative capacity, however denominated, or is or was serving	1931
at the request of the association as a director, officer,	1932
employee, member, manager, agent, or volunteer of any other	1933
entity, against expenses, including attorney's fees, judgments,	1934
fines, and amounts paid in settlement actually and reasonably	1935
incurred by the person in connection with that action, suit, or	1936
proceeding, if the person acted in good faith and in a manner the	1937
person reasonably believed to be in or not opposed to the best	1938
interests of the association, and, with respect to any criminal	1939
action or proceeding if the person had no reasonable cause to	1940
believe the person's conduct was unlawful. The termination of any	1941
action, suit, or proceeding by judgment, order, settlement, or	1942
conviction, or upon a plea of nolo contendere or its equivalent,	1943
shall not create, of itself, a presumption that the person did not	1944
act in good faith and in a manner the person reasonably believed	1945
to be in or not opposed to the best interests of the association,	1946
and, with respect to any criminal action or proceeding, a	1947
presumption that the person had reasonable cause to believe that	1948
the person's conduct was unlawful.	1949

(B) An unincorporated nonprofit association may indemnify or	1950
agree to indemnify any person who was or is a party, or is	1951
threatened to be made a party, to any threatened, pending, or	1952
completed action or suit by or in the right of the association to	1953
procure a judgment in its favor by reason of the fact that the	1954
person is or was a manager, officer, employee, member, agent, or	1955
volunteer of the association or a person acting in any other	1956
representative capacity, however denominated, or is or was serving	1957
at the request of the association as a director, officer,	1958
employee, member, manager, agent, or volunteer of any other	1959
entity, against expenses, including attorney's fees, actually and	1960
reasonably incurred by the person in connection with the defense	1961
or settlement of that action or suit if the person acted in good	1962
faith and in a manner the person reasonably believed to be in or	1963
not opposed to the best interests of the association, except that	1964
no indemnification shall be made with respect to any of the	1965
following:	1966

(1) Any claim, issue, or matter as to which the person is	1967
adjudged to be liable for negligence or misconduct in the	1968
performance of the person's duty to the unincorporated nonprofit	1969
association unless and only to the extent that the court of common	1970
pleas or the court in which the action or suit was brought	1971
determines, upon application, that despite the adjudication of	1972
liability but in view of all the circumstances of the case, the	1973
person is fairly and reasonably entitled to indemnity for the	1974
expenses that the court of common pleas or that other court	1975
considers proper;	1976

(2) Any action or suit in which liability is asserted against	1977
a manager and that liability is asserted only pursuant to section	1978
1745.56 of the Revised Code.	1979

(C) To the extent that a manager, officer, employee, member,	1980
agent, or volunteer of the association or a person acting in any	1981
other representative capacity, however denominated, has been	1982
successful on the merits or otherwise in defense of any action,	1983
suit, or proceeding referred to in division (A) or (B) of this	1984
section, or in defense of any claim, issue, or matter in the	1985
action, suit, or proceeding, that person shall be indemnified	1986
against expenses, including attorney's fees, actually and	1987
reasonably incurred by the person in connection with that action,	1988
suit, or proceeding.	1989

(D)(1) Unless ordered by a court and subject to division (C)	1990
of this section, any indemnification under division (A) or (B) of	1991
this section shall be made by the unincorporated nonprofit	1992
association only as authorized in the specific case upon a	1993
determination that indemnification of the manager, officer,	1994
employee, member, agent, or volunteer of the association or the	1995
person acting in any other representative capacity, however	1996
denominated, is proper in the circumstances because the person has	1997
met the applicable standard of conduct set forth in division (A)	1998
or (B) of this section. That determination shall be made in any of	1999
the following manners:	2000

(a) By a majority vote of a quorum consisting of managers of	2001
the indemnifying unincorporated nonprofit association who were not	2002
and are not parties to or threatened with the action, suit, or	2003
proceeding referred to in division (A) or (B) of this section;	2004

(b) Whether or not a quorum as described in division	2005
(D)(1)(a) of this section is obtainable, and if a majority of a	2006
quorum of disinterested managers so directs, in a written opinion	2007
by independent legal counsel other than an attorney, or a firm	2008
having associated with an attorney, who has been retained by or	2009
has performed services for the association or any person to be	2010
indemnified within the past five years;	2011

2012

(d) By the court of common pleas or the court in which the	2013
action, suit, or proceeding referred to in division (A) or (B) of	2014
this section was brought.	2015

(2) If an action or suit by or in the right of the	2016
unincorporated nonprofit association is involved, any	2017
determination made by the disinterested managers under division	2018
(D)(1)(a) of this section or by independent legal counsel under	2019
division (D)(1)(b) of this section shall be communicated promptly	2020
to the person who threatened or brought the action or suit under	2021
division (B) of this section, and, within ten days after receipt	2022
of that notification, the person shall have the right to petition	2023
the court of common pleas or the court in which the action or suit	2024
was brought to review the reasonableness of that determination.	2025

(E)(1)(a) Unless at the time of a manager's or volunteer's	2026
act or omission that is the subject of an action, suit, or	2027
proceeding referred to in division (A) or (B) of this section the	2028
governing principles of the unincorporated nonprofit association	2029
stated, by specific reference to division (E)(1)(a) of this	2030
section, that its provisions do not apply to the association,	2031
unless the only liability asserted against a manager in an action,	2032
suit, or proceeding referred to in division (A) or (B) of this	2033
section is pursuant to section 1745.56 of the Revised Code, or	2034
unless division (E)(1)(b) of this section applies, the expenses,	2035
including attorney's fees, incurred by the manager or volunteer in	2036
defending the action, suit, or proceeding shall be paid by the	2037
unincorporated nonprofit association. Upon the request of the	2038
manager or volunteer and in accordance with division (E)(2) of	2039
this section, those expenses shall be paid as they are incurred,	2040
in advance of the final disposition of the action, suit, or	2041
proceeding.	2042

(b) Notwithstanding division (E)(1)(a) of this section, the	2043
expenses incurred by a manager or volunteer in defending an	2044
action, suit, or proceeding referred to in division (A) or (B) of	2045
this section, including attorney's fees, shall not be paid by the	2046
unincorporated nonprofit association upon the final disposition of	2047
the action, suit, or proceeding, or, if paid in advance of the	2048
final disposition of the action, suit, or proceeding, shall be	2049
repaid to the association by the manager or volunteer, if it is	2050
proved, by clear and convincing evidence, in a court with	2051
jurisdiction that the act or omission of the manager or volunteer	2052
was one undertaken with a deliberate intent to cause injury to the	2053
association or was one undertaken with a reckless disregard for	2054
the best interests of the association.	2055

(2) Expenses, including attorney's fees, incurred by a	2056
manager, officer, employee, member, agent, or volunteer of the	2057
association or a person acting in any other representative	2058
capacity, however denominated, in defending any action, suit, or	2059
proceeding referred to in division (A) or (B) of this section may	2060
be paid by the unincorporated nonprofit association as they are	2061
incurred, in advance of the final disposition of the action, suit,	2062
or proceeding, as authorized by the managers in the specific case,	2063
upon receipt of an undertaking by or on behalf of the manager,	2064
officer, employee, member, agent, volunteer, or person acting in	2065
any other representative capacity to repay the amount if it	2066
ultimately is determined that the person is not entitled to be	2067
indemnified by the association.	2068

(F) The indemnification authorized by this section is not	2069
exclusive of, and shall be in addition to, any other rights	2070
granted to those seeking indemnification pursuant to the governing	2071
principles, any agreement, a vote of the members or disinterested	2072
managers, or otherwise, both as to action in their official	2073
capacities and as to action in another capacity while holding	2074
their offices or positions, shall continue as to a person who has	2075
ceased to be a manager, officer, employee, member, agent, or	2076
volunteer of the association or a person acting in any other	2077
representative capacity, however denominated, and shall inure to	2078
the benefit of the heirs, executors, and administrators of that	2079
person.	2080

(G) An unincorporated nonprofit association may purchase and	2081
maintain insurance, or furnish similar protection, including, but	2082
not limited to, trust funds, letters of credit, or self-insurance,	2083
for or on behalf of any person who is or was a manager, officer,	2084
employee, member, agent, or volunteer of the association or a	2085
person acting in any other representative capacity, however	2086
denominated, or is or was serving at the request of the	2087
association as a director, manager, officer, employee, member,	2088
agent, or volunteer of any other entity, against any liability	2089
asserted against the person and incurred by the person in that	2090
capacity, or arising out of the person's status as such, whether	2091
or not the association would have the power to indemnify the	2092
person against that liability under this section. Insurance may be	2093
so purchased from or so maintained with a person in which the	2094
association has a financial interest.	2095

(H) The authority of an unincorporated nonprofit association	2096
to indemnify persons pursuant to division (A) or (B) of this	2097
section does not limit the payment of expenses as they are	2098
incurred, in advance of the final disposition of an action, suit,	2099
or proceeding, pursuant to division (E) of this section or the	2100
payment of indemnification, insurance, or other protection that	2101
may be provided pursuant to division (F) or (G) of this section.	2102
Divisions (A) and (B) of this section do not create any obligation	2103
to repay or return payments made by the association pursuant to	2104
division (E), (F), or (G) of this section.	2105

(I) As used in this section, "unincorporated nonprofit	2106
association" includes all constituent entities in a consolidation	2107
or merger, and the new or surviving entity, so that any person who	2108
is or was a manager, officer, employee, member, agent, or	2109
volunteer of a constituent entity or a person acting in any other	2110
representative capacity, however denominated, or is or was serving	2111
at the request of a constituent entity as a director, officer,	2112
employee, member, manager, agent, or volunteer of any other	2113
entity, shall stand in the same position under this section with	2114
respect to the new or surviving entity as the person would if the	2115
person had served the new or surviving entity in the same	2116
capacity.	2117

Sec. 1745.44. (A) Unless the governing principles of the	2118
unincorporated nonprofit association provide otherwise, the lease,	2119
sale, exchange, transfer, or other disposition of any assets of	2120
the association may be made without the necessity of procuring	2121
authorization from the court under section 1715.39 of the Revised	2122
Code, upon terms and for the consideration that may be authorized	2123
by the managers, except that a lease, sale, exchange, transfer, or	2124
other disposition of all, or substantially all, of the assets may	2125
be made only when that transaction is also authorized, either	2126
before or after authorization by the managers, by the voting	2127
members of the association at a meeting held for that purpose.	2128

(B)(1) A public benefit association may not dispose of its	2129
assets with value equal to more than fifty per cent of the fair	2130
market value of the net tangible and intangible assets, including	2131
goodwill, of the association over a period of thirty-six	2132
consecutive months in a transaction or series of transactions,	2133
including the lease, sale, exchange, transfer, or other	2134
disposition of those assets, that are outside the ordinary course	2135
of its business or that are not in accordance with the purpose or	2136
purposes for which the association was organized, as set forth in	2137
its governing principles, unless one or more of the following	2138
apply:	2139

(a) The transaction has received the prior approval of the	2140
court of common pleas of the county in this state in which the	2141
principal office of the public benefit association is located in a	2142
proceeding of which the attorney general's charitable law section	2143
has been given written notice by certified mail within three days	2144
of the initiation of the proceeding and in which proceeding the	2145
attorney general may intervene as of right.	2146

(b) The public benefit association has provided written	2147
notice of the proposed transaction, including a copy or summary of	2148
the terms of that transaction, at least twenty days before	2149
consummation of the lease, sale, exchange, transfer, or other	2150
disposition of the assets, to the attorney general's charitable	2151
law section and to the members of the association, and the	2152
proposed transaction has been approved by the members.	2153

(c) The transaction is in accordance with the purpose or	2154
purposes for which the public benefit association was organized,	2155
as set forth in its governing principles, and the lessee,	2156
purchaser, or transferee of the assets is a public benefit entity.	2157

(2) The attorney general may require pursuant to section	2158
109.24 of the Revised Code the production of the documents	2159
necessary for review of a proposed transaction under division	2160
(B)(1) of this section. The attorney general may retain at the	2161
expense of the public benefit association one or more experts,	2162
including an investment banker, actuary, appraiser, certified	2163
public accountant, or other expert, that the attorney general	2164
considers reasonably necessary to provide assistance in reviewing	2165
a proposed transaction under division (B)(1) of this section.	2166

(C) The attorney general may institute a civil action to	2167
enforce the requirements of division (B)(1) of this section in the	2168
court of common pleas of the county in this state in which the	2169
principal office of the public benefit association is located or	2170
in the Franklin county court of common pleas. In addition to any	2171
civil remedies that may exist under common law or the Revised	2172
Code, a court may rescind the transaction or grant injunctive	2173
relief or impose any combination of these remedies.	2174

(D) The unincorporated nonprofit association or the public	2175
benefit association by its managers may abandon the proposed	2176
lease, sale, exchange, transfer, or other disposition of the	2177
assets of the association pursuant to division (A) or (B) of this	2178
section, as applicable, subject to the contract rights of other	2179
persons, if that power of abandonment is conferred upon the	2180
managers either by the terms of the transaction or by the same	2181
vote of members and at the same meeting of members as that	2182
referred to in division (A) or (B) of this section, as applicable,	2183
or at any subsequent meeting.	2184

(E) An action to set aside a conveyance by an unincorporated	2185
nonprofit association or a public benefit association on the	2186
ground that any section of the Revised Code applicable to the	2187
lease, sale, exchange, transfer, or other disposition of the	2188
assets of that association has not been complied with shall be	2189
brought within one year after that transaction, or the action	2190
shall be forever barred.	2191

Sec. 1745.45. Property of any description and any interest	2192
in the property of an unincorporated nonprofit association,	2193
domestic or foreign, may be sold under the judgment or decree of a	2194
court, as provided in the Revised Code with respect to similar	2195
property of natural persons, at a public or private sale in the	2196
manner, at the time and place, on the notice by publication or	2197
otherwise, and on the terms that the court adjudging or decreeing	2198
that sale considers equitable and proper. It is not necessary to	2199
appraise that property or to advertise the sale of the property	2200
otherwise than as the court adjudges or decrees.	2201

Sec. 1745.46. (A)(1) Pursuant to an agreement of merger, an	2202
unincorporated nonprofit association and one or more additional	2203
domestic or foreign entities may be merged into a surviving	2204
unincorporated nonprofit association. Pursuant to an agreement of	2205
consolidation, one or more domestic or foreign entities may be	2206
consolidated into a new unincorporated nonprofit association. If	2207
any constituent entity is formed or organized under the laws of	2208
any state other than this state or under any chapter of the	2209
Revised Code other than this chapter, the merger or consolidation	2210
also must be permitted by the chapter of the Revised Code under	2211
which each domestic constituent entity exists and by the laws	2212
under which each foreign constituent entity exists.	2213

(2) To effect a merger or consolidation under this section,	2214
the manager or managers of each constituent unincorporated	2215
nonprofit association shall approve an agreement of merger or	2216
consolidation to be signed by the manager, the chairperson, the	2217
president, or a vice-president and by the secretary or an	2218
assistant secretary or, if there are no officers, by one or more	2219
authorized managers. The agreement of merger or consolidation	2220
shall be approved or otherwise authorized by or on behalf of each	2221
other constituent entity in accordance with the laws under which	2222
it exists.	2223

(3) The agreement of merger or consolidation shall set forth	2224
all of the following:	2225

(a) The name and the form of entity of each constituent	2226
entity and the state under the laws of which each constituent	2227
entity exists;	2228

(b) That the named constituent entities have agreed to merge	2229
into a specified constituent unincorporated nonprofit association,	2230
designated in this section as the surviving unincorporated	2231
nonprofit association, or that the named constituent entities have	2232
agreed to consolidate into a new unincorporated nonprofit	2233
association to be formed by the consolidation, designated in this	2234
section as the new unincorporated nonprofit association;	2235

(c) All statements and matters required to be set forth in an	2236
agreement of merger or consolidation by the laws under which each	2237
constituent entity exists;	2238

(d) The name of the surviving or new unincorporated nonprofit	2239
association, which may be the same as or similar to that of any	2240
constituent unincorporated nonprofit association;	2241

(e) The place in this state where the principal office of the	2242
surviving or new unincorporated nonprofit association is to be	2243
located;	2244

(f) The names and addresses of the first managers and	2245
officers, if any, of the surviving or new unincorporated nonprofit	2246
association and, if desired, their term or terms of office;	2247

(g) The name and address of the statutory agent, if any, upon	2248
whom any process, notice, or demand against any constituent entity	2249
or the surviving or new unincorporated nonprofit association may	2250
be served;	2251

(h) The terms of the merger or consolidation and the mode of	2252
carrying those terms into effect;	2253

(i) The governing principles of the surviving or new	2254
unincorporated nonprofit association or a provision to the effect	2255
that the governing principles of a specified constituent	2256
unincorporated nonprofit association shall be the governing	2257
principles of the surviving or new unincorporated nonprofit	2258
association or to the effect that the voting members or the	2259
managers of the surviving or new unincorporated nonprofit	2260
association may adopt governing principles, or any combination of	2261
them.	2262

(4) The agreement of merger or consolidation also may set	2263
forth any of the following:	2264

(a) The specification of a date, which may be the date of the	2265
filing of the agreement or a date subsequent to that date of	2266
filing, upon which the merger or consolidation shall become	2267
effective;	2268

(b) A provision conferring upon the managers of one or more	2269
of the constituent unincorporated nonprofit associations or the	2270
comparable representatives of any other constituent entity the	2271
power to abandon the merger or consolidation prior to the filing	2272
of the agreement;	2273

(c) Any additional provision permitted to be included in the	2274
governing principles of a newly formed unincorporated nonprofit	2275
association;	2276

(d) Any additional provision considered necessary or	2277
desirable with respect to the proposed merger or consolidation.	2278

(B)(1) A merger or consolidation in which a public benefit	2279
association is one of the constituent entities shall be approved	2280
by the court of common pleas of the county in this state in which	2281
the principal office of the public benefit association is located	2282
in a proceeding of which the attorney general's charitable law	2283
section has been given written notice by certified mail within	2284
three days of the initiation of the proceeding and in which the	2285
attorney general may intervene as of right. No approval by the	2286
court under division (B)(1) of this section is required if either	2287
of the following applies:	2288

(a) A public benefit association is the surviving entity in	2289
the case of a merger and continues to be a public benefit	2290
association or is the new unincorporated nonprofit association in	2291
the case of a consolidation and continues to be a public benefit	2292
association.	2293

(b) A public benefit association is not the surviving entity	2294
in the case of a merger or is not the new unincorporated nonprofit	2295
association in the case of a consolidation, and all of the	2296
following apply:	2297

(i) On or prior to the effective date of the merger or	2298
consolidation, assets with a value equal to the greater of the	2299
fair market value of the net tangible and intangible assets,	2300
including goodwill, of the public benefit association or the fair	2301
market value of the public benefit association if it is to be	2302
operated as a business concern, are transferred or conveyed to one	2303
or more persons that would have received its assets under division	2304
(D)(2) of section 1745.52 of the Revised Code had it voluntarily	2305
dissolved.	2306

(ii) The public benefit association returns, transfers, or	2307
conveys any assets held by it upon a condition requiring return,	2308
transfer, or conveyance, which condition occurs by reason of the	2309
merger or consolidation, in accordance with that condition.	2310

(iii) The merger or consolidation is approved by a majority	2311
of managers of the public benefit association who will not receive	2312
any financial or other benefit, directly or indirectly, as a	2313
result of the merger or consolidation or by agreement, and who are	2314
not and will not as a result of the merger or consolidation become	2315
members, partners, or other owners, however denominated, of,	2316
shareholders in, managers, officers, employees, agents, or other	2317
representatives of, or consultants to, the surviving or new	2318
entity.	2319

(2) At least twenty days before consummation of any merger or	2320
consolidation of a public benefit association pursuant to division	2321
(B)(1)(b) of this section, written notice shall be delivered to	2322
the attorney general's charitable law section. The notice shall	2323
include a copy of the proposed plan of merger or consolidation.	2324
The attorney general's charitable law section may review a	2325
proposed merger or consolidation of a public benefit association	2326
under division (B)(1)(b) of this section. The attorney general may	2327
require pursuant to section 109.24 of the Revised Code the	2328
production of the documents necessary for review of a proposed	2329
merger or consolidation under division (B)(1)(b) of this section.	2330
The attorney general may retain, at the expense of the public	2331
benefit association, one or more experts, including an investment	2332
banker, actuary, appraiser, certified public accountant, or other	2333
expert, that the attorney general considers reasonably necessary	2334
to provide assistance in reviewing a proposed merger or	2335
consolidation under division (B)(1)(b) of this section. The	2336
attorney general may extend the date of any merger or	2337
consolidation of a public benefit association under division	2338
(B)(1)(b) of this section for a period not to exceed sixty days	2339
and shall provide notice of that extension to the public benefit	2340
association. The notice shall set forth the reasons necessitating	2341
the extension.	2342

(3) No member, other than a member that is a public benefit	2343
entity, or manager of a public benefit association in that	2344
person's capacity as a member or manager may receive or keep	2345
anything as a result of a merger or consolidation other than as a	2346
member or manager in the surviving or new public benefit	2347
association without the prior written consent of the attorney	2348
general or of the court of common pleas of the county in this	2349
state in which the principal office of the public benefit	2350
association is located in a proceeding in which the attorney	2351
general's charitable law section has been given written notice by	2352
certified mail within three days of the initiation of the	2353
proceeding and in which the attorney general may intervene as of	2354
right. The court shall approve the transaction if it is in the	2355
public interest.	2356

(4) The attorney general may institute a civil action to	2357
enforce the requirements of divisions (B)(1), (2), and (3) of this	2358
section in the court of common pleas of the county in this state	2359
in which the principal office of the public benefit association is	2360
located or in the Franklin county court of common pleas. In	2361
addition to any civil remedies that may exist under common law or	2362
the Revised Code, a court may rescind the transaction or grant	2363
injunctive relief or impose any combination of these remedies.	2364

Sec. 1745.461. (A)(1) Pursuant to an agreement of merger	2365
between the constituent entities as provided in this section, a	2366
domestic unincorporated nonprofit association and, if so provided,	2367
one or more additional domestic or foreign entities may be merged	2368
into a surviving entity other than a domestic unincorporated	2369
nonprofit association. Pursuant to an agreement of consolidation,	2370
a domestic unincorporated nonprofit association together with one	2371
or more additional domestic or foreign entities may be	2372
consolidated into a new entity other than a domestic	2373
unincorporated nonprofit association to be formed by that	2374
consolidation. The merger or consolidation must be permitted by	2375
the chapter of the Revised Code under which each domestic	2376
constituent entity exists and by the laws under which each foreign	2377
constituent entity exists.	2378

(2) To effect a merger or consolidation under this section,	2379
the manager or managers of each constituent unincorporated	2380
nonprofit association shall approve an agreement of merger or	2381
consolidation to be signed by the manager, the chairperson, the	2382
president, or a vice-president and by the secretary or an	2383
assistant secretary or, if there are no officers, by an authorized	2384
manager. The agreement of merger or consolidation shall be	2385
approved or otherwise authorized by or on behalf of each other	2386
constituent entity in accordance with the laws under which it	2387
exists.	2388

(3) The agreement of merger or consolidation shall set forth	2389
all of the following:	2390

(a) The name and the form of entity of each constituent	2391
entity and the state under the laws of which each constituent	2392
entity exists;	2393

(b) In the case of a merger, that one or more specified	2394
constituent entities will be merged into a specified surviving	2395
foreign entity or surviving domestic entity other than a domestic	2396
unincorporated nonprofit association or, in the case of a	2397
consolidation, that the constituent entities will be consolidated	2398
into a new foreign entity or domestic entity other than a domestic	2399
unincorporated nonprofit association. The name of the surviving or	2400
new entity may be the same as or similar to that of any	2401
constituent entity.	2402

(c) The terms of the merger or consolidation and the mode of	2403
carrying those terms into effect;	2404

(d) If the surviving or new entity is a foreign	2405
unincorporated nonprofit association, all additional statements	2406
and matters, other than the name and address of the statutory	2407
agent, that would be required by section 1745.46 of the Revised	2408
Code if the surviving or new unincorporated nonprofit association	2409
were a domestic unincorporated nonprofit association;	2410

(e) The name and the form of entity of the surviving or new	2411
entity, the state under the laws of which the surviving entity	2412
exists or the new entity is to exist, and the location of the	2413
principal office of the surviving or new entity in that state;	2414

(f) All statements and matters required to be set forth in an	2415
agreement of merger or consolidation by the laws under which each	2416
constituent entity exists and, in the case of a consolidation, the	2417
new entity is to exist;	2418

(g) The consent of the surviving or the new entity to be sued	2419
and served with process in this state and the irrevocable	2420
appointment of the secretary of state as its agent to accept	2421
service of process in any proceeding in this state to enforce	2422
against the surviving or new entity any obligation of any domestic	2423
constituent unincorporated nonprofit association;	2424

(h) If the surviving or new entity is a foreign	2425
unincorporated nonprofit association that desires to transact	2426
business in this state as a foreign unincorporated nonprofit	2427
association, a statement to that effect, together with a statement	2428
regarding the appointment of a statutory agent and service of any	2429
process, notice, or demand upon that statutory agent or the	2430
secretary of state, as required when a foreign unincorporated	2431
nonprofit association applies for a license to transact business	2432
in this state;	2433

(i) If the surviving or new entity is a foreign limited	2434
partnership that desires to transact business in this state as a	2435
foreign limited partnership, a statement to that effect, together	2436
with all of the information required under section 1782.49 of the	2437
Revised Code when a foreign limited partnership registers to	2438
transact business in this state;	2439

(j) If the surviving or new entity is a foreign limited	2440
liability company that desires to transact business in this state	2441
as a foreign limited liability company, a statement to that	2442
effect, together with all of the information required under	2443
section 1705.54 of the Revised Code when a foreign limited	2444
liability company registers to transact business in this state;	2445

(k) If the surviving or new entity is a foreign	2446
unincorporated association that desires to transact business in	2447
this state as a foreign unincorporated association, a statement to	2448
that effect, together with all of the information, if any,	2449
required by the secretary of state when a foreign unincorporated	2450
association registers to transact business in this state.	2451

(4) The agreement of merger or consolidation also may set	2452
forth any additional provision permitted by the laws of any state	2453
under the laws of which any constituent entity exists, consistent	2454
with the laws under which the surviving entity exists or the new	2455
entity is to exist.	2456

(B) A merger or consolidation pursuant to this section in	2457
which a public benefit association is one of the constituent	2458
entities shall be subject to, and shall comply with, the	2459
provisions of divisions (B)(1)(b), (2), (3), and (4) of section	2460
1745.46 of the Revised Code.	2461

Sec. 1745.47. (A) The managers of each constituent domestic	2462
unincorporated nonprofit association, upon approving an agreement	2463
of merger or consolidation, shall direct that the agreement be	2464
submitted to the members entitled to vote on it at a meeting of	2465
voting members of that unincorporated nonprofit association held	2466
for that purpose. Notice of the meeting shall be given to all	2467
members of the constituent domestic unincorporated nonprofit	2468
association entitled to vote at the meeting. The notice shall be	2469
accompanied by a copy or summary of the material terms of the	2470
agreement.	2471

(B)(1) In order to be adopted, the agreement, including any	2472
amendments or additions to the agreement proposed at each meeting	2473
described in division (A) of this section, shall receive the	2474
affirmative vote of a majority of the voting members of the	2475
constituent domestic unincorporated nonprofit association present	2476
at that meeting in person, by the use of authorized communications	2477
equipment, by mail, or if permitted, by proxy if a quorum is	2478
present, or, if the governing principles provide or permit, the	2479
affirmative vote of a greater or lesser proportion or number of	2480
the voting members, and the affirmative vote of the voting members	2481
of any particular class that is required by the governing	2482
principles. If the agreement would effect or authorize any action	2483
by the unincorporated nonprofit association that, under any	2484
applicable provision of law or under the governing principles of	2485
the constituent domestic unincorporated nonprofit association,	2486
could be effected or authorized only by or pursuant to a specified	2487
vote of the members, the agreement, including any amendments or	2488
additions to the agreement proposed at each meeting described in	2489
division (A) of this section, shall be adopted by the same vote as	2490
would be required for that action.	2491

(2) For purposes of division (B)(1) of this section,	2492
participation by a voting member at a meeting through the use of	2493
any of the means of communication described in that division	2494
constitutes presence in person of that voting member at the	2495
meeting for purposes of determining a quorum.	2496

(C) At any time prior to the filing of the agreement, the	2497
merger or consolidation may be abandoned by the managers of one or	2498
more of the constituent unincorporated nonprofit associations or	2499
the comparable representatives of any other constituent entity, if	2500
the power of abandonment is conferred either by the agreement or	2501
by the same vote or action as is required to adopt that agreement.	2502

Sec. 1745.48. (A) When a merger or consolidation becomes	2503
effective, all of the following apply:	2504

(1) The separate existence of each constituent entity other	2505
than the surviving entity in a merger shall cease, except that	2506
whenever a conveyance, assignment, transfer, deed, or other	2507
instrument or act is necessary to vest property or rights in the	2508
surviving or new entity, the officers, managers, general partners,	2509
or other authorized representatives of the respective constituent	2510
entities shall execute, acknowledge, and deliver those instruments	2511
and do those acts. For these purposes, the existence of the	2512
constituent entities and the authority of their respective	2513
officers, managers, general partners, or other authorized	2514
representatives is continued notwithstanding the merger or	2515
consolidation.	2516

(2) In the case of a merger in which the surviving entity is	2517
a domestic unincorporated nonprofit association, the governing	2518
principles of the domestic surviving unincorporated nonprofit	2519
association in effect immediately prior to the time the merger	2520
becomes effective shall continue as its governing principles after	2521
the merger except as otherwise provided in the agreement of	2522
merger. In the case of a consolidation, the new entity exists when	2523
the consolidation becomes effective and, if it is a domestic	2524
unincorporated nonprofit association, the governing principles	2525
contained in or provided for in the agreement of consolidation	2526
shall be its governing principles.	2527

(3) The surviving or new entity possesses all assets and	2528
property of every description and every interest in the assets and	2529
property, wherever located, the rights, privileges, immunities,	2530
powers, franchises, and authority, of a public as well as of a	2531
private nature, of each constituent entity, and all obligations	2532
belonging to or due to each constituent entity, all of which are	2533
vested in the surviving or new entity without further act or deed.	2534
Any right or interest in respect to any past or future devise,	2535
bequest, conditional gift, or trust, property, or fund restricted	2536
to particular uses, when vested in or claimed by the surviving or	2537
new entity as a result of the merger or consolidation, shall	2538
belong to it as a continuation without interruption of the	2539
existence and identity of the constituent entity originally named	2540
as taker or beneficiary. The surviving or new entity possesses	2541
title to any real estate or any interest in the real estate vested	2542
in any of the constituent entities. Title to any real estate or	2543
any interest in the real estate vested in any constituent entity	2544
shall not revert or in any way be impaired by reason of the merger	2545
or consolidation.	2546

(4) The surviving or new entity is liable for all of the	2547
obligations of each constituent entity. Any claim existing or any	2548
action or proceeding pending by or against any constituent entity	2549
may be prosecuted to judgment, with right of appeal, as if the	2550
merger or consolidation had not taken place, or the surviving or	2551
new entity may be substituted in its place.	2552

(5) All of the rights of creditors of each constituent entity	2553
are preserved unimpaired, and all liens upon the property of any	2554
constituent entity are preserved unimpaired on only the property	2555
affected by those liens immediately prior to the effective date of	2556
the merger or consolidation. If a general partner of a constituent	2557
partnership is not a general partner of the surviving entity or	2558
the new entity resulting from the merger or consolidation, the	2559
former general partner has no liability for any obligation	2560
incurred after the merger or consolidation except to the extent	2561
that a former creditor of the constituent partnership in which the	2562
former general partner was a partner extends credit to the	2563
surviving or new entity reasonably believing that the former	2564
general partner continued as a general partner of the surviving or	2565
new entity.	2566

(B) If a general partner of a constituent partnership is not	2567
a general partner of the surviving entity or the new entity	2568
resulting from the merger or consolidation, division (B) of	2569
section 1782.434 of the Revised Code applies.	2570

(C) In the case of a merger of a domestic constituent	2571
unincorporated nonprofit association into a foreign surviving	2572
unincorporated nonprofit association, limited liability company,	2573
limited partnership, or unincorporated association that is not	2574
licensed or registered to transact business in this state or in	2575
the case of a consolidation of a domestic constituent	2576
unincorporated nonprofit association into a new foreign	2577
unincorporated nonprofit association, limited liability company,	2578
limited partnership, or unincorporated association, if the	2579
surviving or new entity intends to transact business in this	2580
state, the surviving or new entity shall comply with all of the	2581
requirements that are necessary for that entity to transact	2582
business in this state as a foreign unincorporated nonprofit	2583
association, limited liability company, limited partnership, or	2584
unincorporated association, whichever is applicable.	2585

(D) Any action to set aside any merger or consolidation on	2586
the ground that any section of the Revised Code applicable to the	2587
merger or consolidation has not been complied with shall be	2588
brought within ninety days after the effective date of that merger	2589
or consolidation or be forever barred.	2590

(E) As used in this section, "unincorporated nonprofit	2591
association" or "entity" applies to both domestic and foreign	2592
unincorporated nonprofit associations or entities if the context	2593
so permits. In the case of a foreign constituent entity or a	2594
foreign new entity, this section is subject to the laws of the	2595
state under the laws of which the entity exists or in which it has	2596
property.	2597

Sec. 1745.49. The merger or consolidation shall become	2598
effective at the time that the constituent entities have complied	2599
with the laws of each state under the laws of which the	2600
constituent entities exist or at any later date that the agreement	2601
of merger or consolidation specifies.	2602

Sec. 1745.50. (A) An unincorporated nonprofit association	2603
may be dissolved voluntarily in the manner provided in this	2604
section.	2605

(B) A resolution of dissolution for an unincorporated	2606
nonprofit association shall set forth all of the following:	2607

(1) That the association elects to be dissolved;

2608

(2) Any additional provision considered necessary with	2609
respect to the proposed dissolution and winding up of affairs.	2610

(C) The managers of an unincorporated nonprofit association	2611
may adopt a resolution of dissolution in any of the following	2612
cases:	2613

(1) If the association has been adjudged bankrupt or has made	2614
a general assignment for the benefit of creditors;	2615

(2) By leave of the court, if a receiver has been appointed	2616
in a general creditors' suit or in any suit in which the affairs	2617
of the association are to be wound up;	2618

(3) If substantially all of the assets of the association	2619
have been sold at judicial sale;	2620

(4) When the period of existence of the association specified	2621
in its governing principles has expired or upon the occurrence of	2622
another event or condition specified in its governing principles;	2623

(5) If no members of the association can be identified and	2624
the association's operations have been discontinued for at least	2625
three years by the managers or, if the association has no	2626
incumbent managers, by its last preceding incumbent manager.	2627

(D) The members of an unincorporated nonprofit association	2628
may adopt a resolution of dissolution by the affirmative vote of	2629
the members.	2630

Sec. 1745.51. Following the adoption of a resolution of	2631
dissolution, the managers in an expeditious manner shall do both	2632
of the following:	2633

(A) Cause a notice of voluntary dissolution to be published	2634
once a week on the same day of each week for two successive weeks,	2635
in a newspaper published and of general circulation in the county	2636
in which the principal office of the unincorporated nonprofit	2637
association was to be or is located;	2638

(B) Cause written notice of dissolution to be given either	2639
personally or by mail to all known creditors of, and to all known	2640
claimants against, the dissolved association.	2641

Sec. 1745.52. (A) When an unincorporated nonprofit	2642
association is dissolved voluntarily upon the expiration of the	2643
period of existence of the association specified in its governing	2644
principles, the association shall cease to carry on its activities	2645
and shall do only those acts that are required to wind up its	2646
affairs, and for those purposes it shall continue as an	2647
unincorporated nonprofit association.	2648

(B) Any claim existing or action or proceeding pending by or	2649
against the unincorporated nonprofit association or that would	2650
have accrued against it may be prosecuted to judgment with right	2651
of appeal as in other cases, but any proceeding, execution, or	2652
process, or the satisfaction or performance of any order,	2653
judgment, or decree, may be stayed as provided in section 1745.53	2654
of the Revised Code.	2655

(C) Any process, notice, or demand against the unincorporated	2656
nonprofit association may be served by delivering a copy to a	2657
manager, liquidator, or person having charge of its assets or, if	2658
none of those persons can be found, to the statutory agent.	2659

(D) The managers of the unincorporated nonprofit association	2660
and their survivors or successors shall act in accordance with the	2661
governing principles until the affairs of the association are	2662
completely wound up. Subject to the orders of courts of this state	2663
having jurisdiction over the association, the managers shall	2664
proceed as speedily as is practicable to a complete winding up of	2665
the affairs of the association and, to the extent necessary or	2666
expedient to that end, shall exercise all the authority of the	2667
association. Without limiting the generality of that authority,	2668
they may fill vacancies, elect managers, carry out contracts of	2669
the association, make new contracts, borrow money, mortgage or	2670
pledge the property of the association as security, sell its	2671
assets at public or private sale, make conveyances in the	2672
association's name, lease real property for any term, including	2673
ninety-nine years renewable forever, settle or compromise claims	2674
in favor of or against the association, employ one or more persons	2675
as liquidators to wind up the affairs of the association with the	2676
authority that the managers see fit to grant, cause the title to	2677
any of the assets of the association to be conveyed to those	2678
liquidators for that purpose, apply assets to the payment of	2679
obligations, perform all other acts necessary or expedient to the	2680
winding up of the affairs of the association, and, after paying or	2681
adequately providing for the payment of all known obligations of	2682
the association, distribute the remainder of the assets as	2683
follows:	2684

(1) Assets held upon a condition requiring return, transfer,	2685
or conveyance, which condition will have occurred by reason of the	2686
dissolution or otherwise, shall be returned, transferred, or	2687
conveyed in accordance with those requirements;	2688

(2) In the case of a public benefit association, the	2689
following apply:	2690

(a) Assets held by it in trust for specified purposes shall	2691
be applied so far as is feasible in accordance with the terms of	2692
the trust.	2693

(b) The remaining assets not held in trust shall be applied	2694
so far as is feasible towards carrying out the purposes stated in	2695
its governing principles.	2696

(c) In the event and to the extent that in the judgment of	2697
the managers it is not feasible to apply the assets as provided in	2698
divisions (D)(2)(a) and (b) of this section, the assets shall be	2699
applied as may be directed by the court of common pleas of the	2700
county in this state in which the principal office of the	2701
association is located, in an action brought for that purpose by	2702
the managers or any one of them or by the association, to which	2703
action the attorney general shall be a party, in an action brought	2704
by the attorney general in a court of competent jurisdiction, or	2705
in an action brought as provided in section 1745.53 of the Revised	2706
Code for the purpose of winding up the affairs of the association	2707
under the supervision of the court.	2708

(3) In the case of a mutual benefit association, any	2709
remaining assets shall be distributed in accordance with the	2710
applicable provisions of the governing principles of the	2711
association or, to the extent that no such provision is made, the	2712
assets shall be distributed pursuant to a plan of distribution	2713
adopted by the members of the association at a meeting held for	2714
the purpose of voting on dissolution or any adjournment of the	2715
meeting. If no plan of distribution is so adopted by the members,	2716
those remaining assets shall be distributed pursuant to a plan of	2717
distribution adopted by the managers. If no plan of distribution	2718
is so adopted by the members or managers, the remaining assets	2719
shall be applied in the manner directed by the court of common	2720
pleas of the county in this state in which the principal office of	2721
the association is located, in an action brought for that purpose	2722
by the mutual benefit association, by the managers or any one of	2723
them, or by the attorney general in a court of competent	2724
jurisdiction or in an action brought as provided in section	2725
1745.53 of the Revised Code for the purpose of winding up the	2726
affairs of the association under the supervision of the court.	2727

(E) Without limiting the authority of the managers, any	2728
action within the purview of this section that is authorized or	2729
approved by the members at a meeting held for that purpose shall	2730
be conclusive for all purposes upon all of the members of the	2731
association, except that nothing in this section shall impair the	2732
jurisdiction of courts of competent jurisdiction to enforce the	2733
duties of a public benefit association with respect to the	2734
application of its assets towards its public or charitable	2735
purposes, or impair the power of the state, acting through the	2736
attorney general, to require those assets to be applied, as nearly	2737
as may be, towards its public or charitable purposes.	2738

(F) All deeds and other instruments of the unincorporated	2739
nonprofit association shall be in the name of the association and	2740
shall be executed, acknowledged, and delivered by a manager of the	2741
association.	2742

(G) At any time during the winding up of its affairs, the	2743
unincorporated nonprofit association by its managers may make	2744
application to the court of common pleas of the county in this	2745
state in which the principal office of the association is located	2746
to have the winding up continued under supervision of the court as	2747
provided in section 1745.53 of the Revised Code.	2748

Sec. 1745.53. (A) Without limiting the generality of its	2749
authority, the court of common pleas of the county in this state	2750
in which is located the principal office of a voluntarily	2751
dissolved unincorporated nonprofit association or of an	2752
unincorporated nonprofit association whose period of existence has	2753
expired, upon the complaint of the association, a majority of the	2754
managers, or a creditor or member of the association and upon	2755
notice to all of the managers and any other interested persons	2756
that the court considers proper, at any time may order and adjudge	2757
in regard to the following matters:	2758

(1) The presentation and proof of all claims and demands	2759
against the association and of all rights, interests, or liens in	2760
or on any of its property, the fixing of the time within which and	2761
the manner in which that proof shall be made and the person to	2762
whom that presentation shall be made, and the barring from	2763
participation in any distribution of assets of all persons failing	2764
to make and present proofs as required by the order of the court;	2765

(2) The stay of the prosecution of any proceeding against the	2766
association or involving any of its property, and the requirement	2767
that the parties to it present and prove their claims, demands,	2768
rights, interests, or liens at the time and in the manner required	2769
of creditors or others, or the grant of leave to bring or maintain	2770
an independent proceeding to enforce liens;	2771

(3) The settlement or determination of all claims of every	2772
nature against the association or any of its property, the	2773
determination of the assets required to be retained to pay or	2774
provide for the payment of those claims or any claim, the	2775
determination of the assets available for distribution among	2776
members and others, and the making of new parties to the	2777
proceeding so far as the court considers proper for the	2778
determination of all matters;	2779

(4) The determination of the rights of members or others in	2780
and to the assets of the association;	2781

(5) The presentation and the filing of intermediate and final	2782
accounts of the managers or of the liquidators and hearings on	2783
them, the allowance, disallowance, or settlement of those	2784
accounts, and the discharge of the managers, the liquidators, or	2785
any of them from their duties and liabilities;	2786

(6) The appointment of a special master commissioner to hear	2787
and determine any matters with the authority that the court	2788
considers proper;	2789

(7) The filling of any vacancies in the number of managers or	2790
liquidators if the managers are unable to act on the vacancies for	2791
want of a quorum or for any other reason;	2792

(8) The appointment of a receiver, in accordance with the	2793
usages of a court in equitable matters, to wind up the affairs of	2794
the association, to take custody of any of its property, or for	2795
any other purpose;	2796

(9) The issuance or entry of any injunction or any other	2797
order that the court considers proper in the administration of the	2798
trust involved in the winding up of the affairs of the association	2799
and the giving of notice of it;	2800

(10) The allowance and payment of compensation to the	2801
managers or any of them, to liquidators, to a receiver, to the	2802
attorney for the complainant, or to any person properly rendering	2803
services beneficial to the association or to those interested in	2804
it;	2805

(11) The entry of a judgment or decree that, if it so	2806
provides, may operate as the deed or other instrument ordered to	2807
be executed, or the appointment of a master to execute that deed	2808
or instrument in the name of the association with the same effect	2809
as if executed by an authorized manager pursuant to authority	2810
conferred by the managers or by the members of the association if	2811
there is no manager competent to execute the deed or instrument,	2812
if the association or its managers do not perform or comply with a	2813
judgment or decree of court, or if the court considers it proper.	2814

(B) A judicial proceeding under this section concerning the	2815
winding up of the affairs of an unincorporated nonprofit	2816
association is a special proceeding, and final orders in the	2817
proceeding may be vacated, modified, or reversed on appeal	2818
pursuant to the Rules of Appellate Procedure and, to the extent	2819
not in conflict with those rules, Chapter 2505. of the Revised	2820
Code.	2821

Sec. 1745.54. (A) If after an unincorporated nonprofit	2822
association is dissolved voluntarily or the period of existence of	2823
the association has expired a receiver is appointed to wind up the	2824
affairs of the association, all of the claims, demands, rights,	2825
interests, or liens of creditors, claimants, and members shall be	2826
determined as of the day on which the receiver was appointed.	2827
Unless it is otherwise ordered, that appointment vests in the	2828
receiver and the receiver's successors the right to the immediate	2829
possession of all of the property of the association that shall,	2830
if so ordered, execute and deliver conveyances of the property to	2831
the receiver or the receiver's nominee.	2832

(B) Any manager, member, or other person, whether a resident	2833
or nonresident of this state and however interested, may be	2834
appointed as receiver.	2835

(C) The receiver has all the authority vested in the managers	2836
and members of the association, shall exercise that authority	2837
subject to the orders that are made by the court, and may be	2838
required to qualify by giving bond to the state in the amount that	2839
the court fixes, with surety to the satisfaction of the clerk of	2840
the court, conditioned for the faithful discharge of the	2841
receiver's duties and for a due accounting for all money or	2842
property received by the receiver.	2843

Sec. 1745.55. (A) An unincorporated nonprofit association	2844
may be dissolved judicially and its affairs wound up in any of the	2845
following manners:	2846

(1) By an order of the supreme court or of a court of appeals	2847
in an action in quo warranto brought as provided by sections	2848
2733.02 to 2733.39 of the Revised Code, in which event the court	2849
may order the affairs of the association to be wound up by its	2850
managers as in the case of voluntary dissolution or by proceedings	2851
in, and under the order of, the court of common pleas of the	2852
county in this state in which the association has its principal	2853
office;	2854

(2) By an order of the court of common pleas of the county in	2855
this state in which that association has its principal office, in	2856
an action brought by members entitled to dissolve the association	2857
voluntarily, if any of the following is established:	2858

(a) The association's period of existence as set forth in its	2859
governing principles has expired, and it is necessary in order to	2860
protect the members that the association be judicially dissolved.	2861

(b) The association is insolvent or is unable to afford	2862
reasonable security to those who may deal with it, and it is	2863
necessary in order to protect the creditors of the association	2864
that the association be judicially dissolved.	2865

(c) The objects of the association have wholly failed or are	2866
entirely abandoned, or their accomplishment is impracticable.	2867

(3) By an order of the court of common pleas of the county in	2868
this state in which the association has its principal office, in	2869
an action brought by a majority of the voting members or by any	2870
lesser proportion or number of members that are entitled by the	2871
governing principles to dissolve the association voluntarily, if	2872
it is established that it is beneficial to the members that the	2873
association be judicially dissolved;	2874

(4) By an order of the court of common pleas of the county in	2875
this state in which the association has its principal office, in	2876
an action brought by one-half of the managers if there is an even	2877
number of managers or by one-half of the members if it is	2878
established that the association has an even number of managers	2879
who are deadlocked in the management of the association's affairs,	2880
and the members are unable to break the deadlock, or if it is	2881
established that the association has an uneven number of managers,	2882
and the members are deadlocked in voting power and unable to agree	2883
upon or vote for the election of managers as successors to	2884
managers whose terms normally would expire upon the election of	2885
their successors.	2886

(B) A complaint for judicial dissolution shall be verified by	2887
any of the complainants and shall set forth facts showing that the	2888
case is one of those specified in this section. Unless the	2889
complainants set forth in the complaint that they are unable to	2890
annex a list of members, a schedule shall be annexed to the	2891
complaint setting forth the name of each member and the member's	2892
address if it is known.	2893

(C) Upon the filing of a complaint for judicial dissolution,	2894
the court with which it is filed shall have the power to issue	2895
injunctions, to appoint a receiver with the authority and duties	2896
that the court from time to time may direct, to take any other	2897
proceedings that may be necessary to protect the property or the	2898
rights of the complainants or of the persons interested, and to	2899
carry on the activities of the unincorporated nonprofit	2900
association until a full hearing can be had. Upon or after the	2901
filing of a complaint for judicial dissolution, the court by	2902
injunction or order may stay the prosecution of any proceeding	2903
against the unincorporated nonprofit association or involving any	2904
of its property and require the parties to it to present and prove	2905
their claims, demands, rights, interests, or liens at the time and	2906
in the manner required of creditors or others. The court may refer	2907
the complaint to a special master commissioner.	2908

(D) After a hearing had upon the notice that the court may	2909
direct to be given to all parties to the proceeding and to any	2910
other parties in interest designated by the court, a final order	2911
based either upon the evidence or upon the report of the special	2912
master commissioner if one has been appointed, shall be made	2913
dissolving the association or dismissing the complaint. An order	2914
or judgment for the judicial dissolution of an unincorporated	2915
nonprofit association shall contain a concise statement of the	2916
proceedings leading up to the order or judgment, the name of the	2917
association, the place in this state where its principal office is	2918
located, the names and addresses of its managers, the name and	2919
address of a statutory agent, and if desired, any other provisions	2920
with respect to the judicial dissolution and winding up of affairs	2921
that are considered necessary or desirable. Upon the issuance of	2922
that order or judgment, the association shall be dissolved. To the	2923
extent consistent with orders entered in that proceeding, the	2924
effect of the judicial dissolution shall be the same as in the	2925
case of voluntary dissolution, and the provisions of sections	2926
1745.52, 1745.53, and 1745.54 of the Revised Code with respect to	2927
the authority and duties of managers during the winding up of the	2928
affairs of an association dissolved voluntarily, the jurisdiction	2929
of courts over the winding up of the affairs of an association,	2930
and receivers for winding up the affairs of an association are	2931
applicable to associations that are judicially dissolved.	2932

(E) A judicial proceeding under this section concerning the	2933
judicial dissolution of an unincorporated nonprofit association is	2934
a special proceeding, and final orders in the proceeding may be	2935
vacated, modified, or reversed on appeal pursuant to the Rules of	2936
Appellate Procedure or the Rules of Practice of the Supreme Court,	2937
whichever are applicable, and, to the extent not in conflict with	2938
those rules, Chapter 2505. of the Revised Code.	2939

Sec. 1745.56. (A) The members, the managers, and the	2940
officers of an unincorporated nonprofit association shall not be	2941
personally liable for any obligation of the association.	2942

(B)(1) Managers who vote for or assent to any of the	2943
following shall be jointly and severally liable to the association	2944
as provided in division (B)(2) of this section:	2945

(a) A distribution of assets to members contrary to law or	2946
the governing principles;	2947

(b) A distribution of assets to persons other than creditors	2948
during the winding up of the affairs of the association on	2949
dissolution or otherwise without the payment of all known	2950
obligations of the association or without making adequate	2951
provision for that payment;	2952

(c) The making of loans, other than in the usual conduct of	2953
its affairs or in accordance with provisions for the making of	2954
loans in the governing principles, to an officer, manager, or	2955
member of the association.	2956

(2) The managers described in division (B)(1) of this section	2957
shall be jointly and severally liable to the association as	2958
follows:	2959

(a) In cases under division (B)(1)(a) of this section, except	2960
as provided in division (B)(3) of this section, up to the amount	2961
of the distribution in excess of the amount that could have been	2962
distributed without violation of law or the governing principles	2963
but not in excess of the amount that would inure to the benefit of	2964
the creditors of the association if it was insolvent at the time	2965
of the distribution or there was reasonable ground to believe that	2966
by that action it would be rendered insolvent, or to the benefit	2967
of the members other than members of the class in respect of which	2968
the distribution was made;	2969

(b) In cases under division (B)(1)(b) of this section, except	2970
as provided in division (B)(3) of this section, to the extent that	2971
those obligations that are not otherwise barred by statute are not	2972
paid or for the payment of which adequate provision has not been	2973
made;	2974

(c) In cases under division (B)(1)(c) of this section, for	2975
the amount of the loan with interest at the rate of six per cent	2976
per annum until that amount has been paid.	2977

(3) A manager shall not be liable under division (B)(1)(a) or	2978
(b) of this section if in determining the amount available for any	2979
distribution under that division, the manager in good faith relied	2980
on a financial statement of the association prepared by an officer	2981
or employee of the association in charge of its accounts or	2982
certified by a public accountant or firm of public accountants, in	2983
good faith considered the assets to be of their book value, or	2984
followed what the manager believed to be sound accounting and	2985
business practice.	2986

(C) A manager who is present at a meeting of the managers or	2987
of a committee of the managers at which action on any matter is	2988
authorized or taken and who has not voted for or against that	2989
action shall be presumed to have voted for the action unless the	2990
manager's written dissent from the action is filed either during	2991
the meeting or within a reasonable time after the adjournment of	2992
the meeting, with the person acting as secretary of the meeting or	2993
with the secretary of the association.	2994

(D) A member who knowingly receives any distribution made	2995
contrary to law or the governing principles shall be liable to the	2996
association for the amount received by the member that is in	2997
excess of the amount that could have been distributed without	2998
violation of law or the governing principles.	2999

(E) A manager against whom a claim is asserted under or	3000
pursuant to this section and who is held liable on the claim shall	3001
be entitled to contribution, on equitable principles, from other	3002
managers who are also liable. Additionally, any manager against	3003
whom a claim is asserted under or pursuant to this section or who	3004
is held liable on the claim shall have a right of contribution	3005
from the members who knowingly received any distribution made	3006
contrary to law or the governing principles, and those members as	3007
among themselves shall also be entitled to contribution in	3008
proportion to the amounts received by them respectively.	3009

(F) No action shall be brought by or on behalf of an	3010
association upon any cause of action arising under division	3011
(B)(1)(a) or (b) of this section at any time after two years from	3012
the day on which the violation occurs.	3013

(G) Nothing in this section shall preclude any creditor whose	3014
claim is unpaid from exercising any rights that the creditor	3015
otherwise would have by law to enforce the creditor's claim	3016
against the assets of the association distributed to the members	3017
or other persons.	3018

Sec. 1745.57. Sections 1745.05 to 1745.56 of the Revised	3019
Code do not affect any action or proceeding that is commenced, or	3020
any right that accrues, before those sections take effect.	3021

Sec. 2901.23. (A) An organization may be convicted of an	3022
offense under any of the following circumstances:	3023

(1) The offense is a minor misdemeanor committed by an	3024
officer, agent, or employee of the organization acting in its	3025
behalf and within the scope of ~~his~~the officer's, agent's, or	3026
employee's office or employment, except that if the section	3027
defining the offense designates the officers, agents, or employees	3028
for whose conduct the organization is accountable or the	3029
circumstances under which it is accountable, ~~such~~those provisions	3030
shall apply.	3031

(2) A purpose to impose organizational liability plainly	3032
appears in the section defining the offense, and the offense is	3033
committed by an officer, agent, or employee of the organization	3034
acting in its behalf and within the scope of ~~his~~the officer's,	3035
agent's, or employee's office or employment, except that if the	3036
section defining the offense designates the officers, agents, or	3037
employees for whose conduct the organization is accountable or the	3038
circumstances under which it is accountable, ~~such~~those provisions	3039
shall apply.	3040

(3) The offense consists of an omission to discharge a	3041
specific duty imposed by law on the organization.	3042

(4) If, acting with the kind of culpability otherwise	3043
required for the commission of the offense, its commission was	3044
authorized, requested, commanded, tolerated, or performed by the	3045
board of directors, trustees, partners, or by a high managerial	3046
officer, agent, or employee acting in behalf of the organization	3047
and within the scope of ~~his~~such a board's or person's office or	3048
employment.	3049

(B) ~~When~~If strict liability is imposed for the commission of	3050
an offense, a purpose to impose organizational liability shall be	3051
presumed, unless the contrary plainly appears.	3052

(C) In a prosecution of an organization for an offense other	3053
than one for which strict liability is imposed, it is a defense	3054
that the high managerial officer, agent, or employee having	3055
supervisory responsibility over the subject matter of the offense	3056
exercised due diligence to prevent its commission. This defense is	3057
not available if it plainly appears inconsistent with the purpose	3058
of the section defining the offense.	3059

(D) As used in this section, "organization" means a	3060
corporation for profit or not for profit, partnership, limited	3061
partnership, joint venture, unincorporated nonprofit association,	3062
estate, trust, or other commercial or legal entity. "Organization"	3063
does not include an entity organized as or by a governmental	3064
agency for the execution of a governmental program.	3065

Sec. 3955.06. (A) There is hereby created ~~a nonprofit~~an	3066
unincorporated nonprofit association to be known as the Ohio	3067
insurance guaranty association. All member insurers, as defined in	3068
division (D) of section 3955.01 of the Revised Code, shall be and	3069
remain members of the association as a condition of their	3070
authority to transact insurance in this state. The association	3071
shall perform its functions under a plan of operation established	3072
and approved under section 3955.09 of the Revised Code and shall	3073
exercise its powers through a board of directors established under	3074
section 3955.07 of the Revised Code.	3075

(B) For purposes of administration and assessment, the	3076
association shall be divided into two accounts:	3077

(1) The automobile insurance account;

3078

(2) The account for all other insurance to which sections	3079
3955.01 to 3955.19 of the Revised Code apply.	3080

Sec. 3956.06. (A) There is hereby created ~~a nonprofit~~an	3081
unincorporated nonprofit association to be known as the Ohio life	3082
and health insurance guaranty association. All member insurers	3083
shall be and remain members of the association as a condition of	3084
their authority to transact the business of insurance in this	3085
state. The association shall perform its functions under the plan	3086
of operation established and approved under section 3956.10 of the	3087
Revised Code and shall exercise its powers through a board of	3088
directors established under section 3956.07 of the Revised Code.	3089
For purposes of administration and assessment, the association	3090
shall maintain the following two accounts:	3091

(1) The life insurance and annuity account ~~which~~that	3092
includes the following subaccounts:	3093

(a) Life insurance subaccount;

3094

(b) Annuity subaccount;

3095

(c) Unallocated annuity subaccount ~~which~~that also includes	3096
all annuity contracts meeting the requirements of section 403(b)	3097
of the "Internal Revenue Code of 1986," 100 Stat. 2085, 26	3098
U.S.C.A. 1, as amended.	3099

(2) The health insurance account.

3100

(B) The association is subject to the supervision of the	3101
superintendent of insurance and to the applicable insurance laws	3102
of this state.	3103

Sec. 4121.70. (A) There is hereby created the	3104
labor-management government advisory council consisting of fifteen	3105
members appointed as follows:	3106

(1) The governor, with the advice and consent of the senate,	3107
shall appoint three members who, by training and vocation, are	3108
representative of labor and three members who, by training and	3109
vocation, are representative of employers.	3110

(2) Ex officio, the chairpersons of the standing committees	3111
of the house of representatives and the senate to which	3112
legislation concerned with workers' compensation is customarily	3113
referred. A chairperson may designate the vice-chairperson of the	3114
committee to serve instead.	3115

(3) One person who by training and vocation represents labor	3116
and one person who by training and vocation represents employers	3117
of differing political parties appointed by the speaker of the	3118
house of representatives.	3119

(4) One person who by training and vocation represents labor	3120
and one person who by training and vocation represents employers	3121
of differing political parties appointed by the president of the	3122
senate.	3123

(5) One person who by training and vocation represents	3124
nonprofit vocational rehabilitation services providers that	3125
deliver services to injured workers, appointed by the speaker of	3126
the house of representatives;	3127

(6) One person who by training and vocation represents	3128
nonprofit vocational rehabilitation services providers that	3129
deliver services to injured workers, appointed by the president of	3130
the senate;	3131

(7) The governor, with the advice and consent of the senate,	3132
shall ~~apoint~~appoint one member who, by training and vocation,	3133
represents a nonprofit ~~association~~organization of vocational	3134
rehabilitation services providers that deliver services to injured	3135
workers.	3136

(B) Members appointed by the governor shall serve for a term	3137
of six years with each term ending on the same day of the year in	3138
which the member was first appointed, except that each member	3139
shall serve for a period of sixty additional days at the end of	3140
the member's term or until the member's successor is appointed and	3141
qualifies, whichever date occurs first. Of the members first	3142
appointed to the council by the governor, one member each	3143
representing labor and management shall serve an initial term of	3144
two years, one member each representing labor and management shall	3145
serve a term of four years, and the remaining two members shall	3146
serve full six-year terms. The members initially appointed by the	3147
speaker of the house of representatives and the president of the	3148
senate shall serve a term of six years. Thereafter, members shall	3149
be appointed to and serve full six-year terms. Members are	3150
eligible for reappointment to any number of additional terms.	3151

Legislative members shall serve a term that coincides with	3152
the two-year legislative session in which they are first appointed	3153
with each term ending on the thirty-first day of December of the	3154
even-numbered year. Legislative members are eligible for	3155
reappointment.	3156

Vacancies on the council shall be filled in the same manner	3157
as the original appointment. All members of the council shall	3158
serve without additional compensation but shall be reimbursed by	3159
the bureau of workers' compensation for actual and necessary	3160
expenses.	3161

The council shall advise the bureau of workers' compensation	3162
board of directors and the administrator of workers' compensation	3163
on the quality and effectiveness of rehabilitation services and	3164
make recommendations pertaining to the bureau's rehabilitation	3165
program, including the operation of that program.	3166

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

3167

(1) "Convention facility" means any structure owned or leased	3168
by a municipal corporation or county which was expressly designed	3169
and constructed and is currently used for the purpose of	3170
presenting conventions, public meetings, and exhibitions.	3171

(2) "Nonprofit organization" means any unincorporated	3172
nonprofit association or nonprofit corporation that is not formed	3173
for the pecuniary gain or profit of, and whose net earnings or any	3174
part ~~thereof~~of whose net earnings is not distributable to, its	3175
members, trustees, officers, or other private persons; provided,	3176
that the payment of reasonable compensation for services rendered	3177
and the distribution of assets on dissolution shall not be	3178
considered pecuniary gain or profit or distribution of earnings in	3179
an association or corporation all of whose members are nonprofit	3180
corporations. Distribution of earnings to member organizations	3181
does not deprive it of the status of a nonprofit organization.	3182

(B) An F-1 permit may be issued to any nonprofit organization	3183
to allow the nonprofit organization and its members and their	3184
guests to lawfully bring beer, wine, and intoxicating liquor in	3185
its original package, flasks, or other containers into a	3186
convention facility for consumption therein, if both of the	3187
following requirements are met:	3188

(1) The superintendent of liquor control is satisfied the	3189
organization meets the definition of a nonprofit organization as	3190
set forth in division (A)(2) of this section, the nonprofit	3191
organization's membership includes persons residing in two or more	3192
states, and the organization's total membership is in excess of	3193
five hundred. The superintendent may accept a sworn statement by	3194
the president or other chief executive officer of the nonprofit	3195
organization as proof of the matters required in this division.	3196

(2) The managing official or employee of the convention	3197
facility has given written consent to the use of the convention	3198
facility and to the application for the F-1 permit, as shown in	3199
the nonprofit organization's application to the superintendent.	3200

(C) The superintendent shall specify individually the	3201
effective period of each F-1 permit on the permit, which shall not	3202
exceed three days. The fee for an F-1 permit is two hundred fifty	3203
dollars. The superintendent shall prepare and make available	3204
application forms to request F-1 permits and may require	3205
applicants to furnish such information as the superintendent	3206
determines to be necessary for the administration of this section.	3207

(D) No holder of an F-1 permit shall make a specific charge	3208
for beer, wine, or intoxicating liquor by the drink, or in its	3209
original package, flasks, or other containers in connection with	3210
its use of the convention facility under the permit.	3211

Sec. 4303.204. (A) The division of liquor control may issue	3212
an F-4 permit to an ~~association~~organization or corporation	3213
organized not-for-profit in this state to conduct an event that	3214
includes the introduction, showcasing, or promotion of Ohio wines,	3215
if the event has all of the following characteristics:	3216

(1) It is coordinated by that ~~association~~organization or	3217
corporation, and the ~~association~~organization or corporation is	3218
responsible for the activities at it.	3219

(2) It has as one of its purposes the intent to introduce,	3220
showcase, or promote Ohio wines to persons who attend it.	3221

(3) It includes the sale of food for consumption on the	3222
premises where sold.	3223

(4) It features at least three A-2 permit holders who sell	3224
Ohio wine at it.	3225

(B) The holder of an F-4 permit may furnish, with or without	3226
charge, wine that it has obtained from the A-2 permit holders that	3227
are participating in the event for which the F-4 permit is issued,	3228
in two-ounce samples for consumption on the premises where	3229
furnished and may sell such wine by the glass for consumption on	3230
the premises where sold. The holder of an A-2 permit that is	3231
participating in the event for which the F-4 permit is issued may	3232
sell wine that it has manufactured, in sealed containers for	3233
consumption off the premises where sold. Wine may be furnished or	3234
sold on the premises of the event for which the F-4 permit is	3235
issued only where and when the sale of wine is otherwise permitted	3236
by law.	3237

(C) The premises of the event for which the F-4 permit is	3238
issued shall be clearly defined and sufficiently restricted to	3239
allow proper enforcement of the permit by state and local law	3240
enforcement officers. If an F-4 permit is issued for all or a	3241
portion of the same premises for which another class of permit is	3242
issued, that permit holder's privileges will be suspended in that	3243
portion of the premises in which the F-4 permit is in effect.	3244

(D) No F-4 permit shall be effective for more than	3245
seventy-two consecutive hours. No sales or furnishing of wine	3246
shall take place under an F-4 permit after one a.m.	3247

(E) The division shall not issue more than six F-4 permits to	3248
the same not-for-profit ~~association~~organization or corporation in	3249
any one calendar year.	3250

(F) An applicant for an F-4 permit shall apply for the permit	3251
not later than thirty days prior to the first day of the event for	3252
which the permit is sought. The application for the permit shall	3253
list all of the A-2 permit holders that will participate in the	3254
event for which the F-4 permit is sought. The fee for the F-4	3255
permit is sixty dollars per day.	3256

The division shall prepare and make available an F-4 permit	3257
application form and may require applicants for and holders of the	3258
F-4 permit to provide information that is in addition to that	3259
required by this section and that is necessary for the	3260
administration of this section.	3261

(G)(1) The holder of an F-4 permit is responsible for, and is	3262
subject to penalties for, any violations of this chapter or	3263
Chapter 4301. of the Revised Code or the rules adopted under this	3264
and that chapter.	3265

(2) An F-4 permit holder shall not allow an A-2 permit holder	3266
to participate in the event for which the F-4 permit is issued if	3267
the A-2 or A-1-A permit of that A-2 permit holder is under	3268
suspension.	3269

(3) The division may refuse to issue an F-4 permit to an	3270
applicant who has violated any provision of this chapter or	3271
Chapter 4301. of the Revised Code during the applicant's previous	3272
operation under an F-4 permit, for a period of up to two years	3273
after the date of the violation.	3274

(H)(1) Notwithstanding division (D) of section 4301.22 of the	3275
Revised Code, an A-2 permit holder that participates in an event	3276
for which an F-4 permit is issued may donate wine that it has	3277
manufactured to the holder of that F-4 permit. The holder of an	3278
F-4 permit may return unused and sealed containers of wine to the	3279
A-2 permit holder that donated the wine at the conclusion of the	3280
event for which the F-4 permit was issued.	3281

(2) The participation by an A-2 permit holder or its	3282
employees in an event for which an F-4 permit is issued does not	3283
violate section 4301.24 of the Revised Code.	3284

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

3285

(1) "Nonprofit organization" means any unincorporated	3286
nonprofit association or nonprofit corporation that is not formed	3287
for the pecuniary gain or profit of, and whose net earnings or any	3288
part of whose net earnings is not distributable to, its members,	3289
trustees, directors, officers, or other private persons.	3290

(2) "Qualified golf event" means a golf tournament or other	3291
golf competition event that meets all of the following	3292
requirements:	3293

(a) It is hosted by the nonprofit organization to which an	3294
F-7 permit is issued.	3295

(b) It is sanctioned by a recognized national golf	3296
organization.	3297

(c) It includes the sale of food for consumption on the	3298
premises for which an F-7 permit is issued.	3299

(d) Contributions to charity are made from the proceeds of	3300
the event that equal in the aggregate at least two hundred	3301
thousand dollars.	3302

(3) "Recognized national golf organization" means any of the	3303
following:	3304

(a) The United States golf association;

3305

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

3306

(c) The PGA tour, including the champions tour and the	3307
nationwide tour;	3308

(d) The LPGA tour;

3309

(e) The successors of any organization listed in divisions	3310
(A)(3)(a) to (d) of this section.	3311

(B) An F-7 permit may be issued to a nonprofit organization	3312
to sell beer, wine, mixed beverages, and spirituous liquor by the	3313
individual drink at a qualified golf event being held on premises	3314
located in a political subdivision or part of a political	3315
subdivision where the sale of beer, wine, mixed beverages, and	3316
spirituous liquor is otherwise permitted by law on that day, if	3317
both of the following requirements are met:	3318

(1) The superintendent of liquor control is satisfied that	3319
the organization is a nonprofit organization. For this purpose,	3320
the superintendent may accept as proof a sworn statement by the	3321
president or other chief executive officer of the applicant	3322
organization.	3323

(2) The superintendent is satisfied that the event for which	3324
the F-7 permit is sought to be issued is a qualified golf event.	3325
For this purpose, the superintendent may accept as proof a sworn	3326
statement by the president or other chief executive officer of the	3327
applicant organization.	3328

(C) The premises for which the F-7 permit is issued shall	3329
meet all of the following requirements:	3330

(1) Be owned or leased by the nonprofit organization to which	3331
the F-7 permit is issued;	3332

(2) Be limited to areas in which the qualified golf event is	3333
conducted and to other areas that are contiguous to those areas in	3334
which the qualified golf event is conducted, which areas are	3335
specifically designated for food and beverage consumption and	3336
hospitality for the qualified golf event;	3337

(3) Be clearly defined;

3338

(4) Be sufficiently restricted to allow proper supervision of	3339
use of the permit by state and local law enforcement personnel.	3340

(D) A nonprofit organization to which an F-7 permit is issued	3341
shall be held responsible for any conduct that violates the laws	3342
pertaining to the sale of beer, wine, mixed beverages, or	3343
spirituous liquor.	3344

(E) The division of liquor control shall prepare and make	3345
available an F-7 permit application form and may require	3346
applicants for the permit to provide information that, in addition	3347
to the information required by this section, is necessary for the	3348
administration of this section.	3349

(F) An F-7 permit shall be effective for a period not to	3350
exceed eight consecutive days. The division of liquor control	3351
shall not issue more than two F-7 permits per calendar year to the	3352
same nonprofit organization. The fee for an F-7 permit is four	3353
hundred fifty dollars.	3354

Sec. 5111.151. (A) This section applies to eligibility	3355
determinations for all cases involving medicaid provided pursuant	3356
to this chapter, qualified medicare beneficiaries, specified	3357
low-income medicare beneficiaries, qualifying individuals-1,	3358
qualifying individuals-2, and medical assistance for covered	3359
families and children.	3360

(B) As used in this section:

3361

(1) "Trust" means any arrangement in which a grantor	3362
transfers real or personal property to a trust with the intention	3363
that it be held, managed, or administered by at least one trustee	3364
for the benefit of the grantor or beneficiaries. "Trust" includes	3365
any legal instrument or device similar to a trust.	3366

(2) "Legal instrument or device similar to a trust" includes,	3367
but is not limited to, escrow accounts, investment accounts,	3368
partnerships, contracts, and other similar arrangements that are	3369
not called trusts under state law but are similar to a trust and	3370
to which all of the following apply:	3371

(a) The property in the trust is held, managed, retained, or	3372
administered by a trustee.	3373

(b) The trustee has an equitable, legal, or fiduciary duty to	3374
hold, manage, retain, or administer the property for the benefit	3375
of the beneficiary.	3376

(c) The trustee holds identifiable property for the	3377
beneficiary.	3378

(3) "Grantor" is a person who creates a trust, including all	3379
of the following:	3380

(a) An individual;

3381

(b) An individual's spouse;

3382

(c) A person, including a court or administrative body, with	3383
legal authority to act in place of or on behalf of an individual	3384
or an individual's spouse;	3385

(d) A person, including a court or administrative body, that	3386
acts at the direction or on request of an individual or the	3387
individual's spouse.	3388

(4) "Beneficiary" is a person or persons, including a	3389
grantor, who benefits in some way from a trust.	3390

(5) "Trustee" is a person who manages a trust's principal and	3391
income for the benefit of the beneficiaries.	3392

(6) "Person" has the same meaning as in section 1.59 of the	3393
Revised Code and includes an individual, corporation, business	3394
trust, estate, trust, partnership, and association.	3395

(7) "Applicant" is an individual who applies for medicaid or	3396
the individual's spouse.	3397

(8) "Recipient" is an individual who receives medicaid or the	3398
individual's spouse.	3399

(9) "Revocable trust" is a trust that can be revoked by the	3400
grantor or the beneficiary, including all of the following, even	3401
if the terms of the trust state that it is irrevocable:	3402

(a) A trust that provides that the trust can be terminated	3403
only by a court;	3404

(b) A trust that terminates on the happening of an event, but	3405
only if the event occurs at the direction or control of the	3406
grantor, beneficiary, or trustee.	3407

(10) "Irrevocable trust" is a trust that cannot be revoked by	3408
the grantor or terminated by a court and that terminates only on	3409
the occurrence of an event outside of the control or direction of	3410
the beneficiary or grantor.	3411

(11) "Payment" is any disbursal from the principal or income	3412
of the trust, including actual cash, noncash or property	3413
disbursements, or the right to use and occupy real property.	3414

(12) "Payments to or for the benefit of the applicant or	3415
recipient" is a payment to any person resulting in a direct or	3416
indirect benefit to the applicant or recipient.	3417

(13) "Testamentary trust" is a trust that is established by a	3418
will and does not take effect until after the death of the person	3419
who created the trust.	3420

(C) If an applicant or recipient is a beneficiary of a trust,	3421
the county department of job and family services shall determine	3422
what type of trust it is and shall treat the trust in accordance	3423
with the appropriate provisions of this section and rules adopted	3424
by the department of job and family services governing trusts. The	3425
county department of job and family services may determine that	3426
the trust or portion of the trust is one of the following:	3427

(1) A countable resource;

3428

(2) Countable income;

3429

(3) A countable resource and countable income;

3430

(4) Not a countable resource or countable income.

3431

(D)(1) A trust or legal instrument or device similar to a	3432
trust shall be considered a medicaid qualifying trust if all of	3433
the following apply:	3434

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

3435

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

3436

3437

(d) The applicant or recipient is or may become the	3438
beneficiary of all or part of the trust.	3439

(e) Payment from the trust is determined by one or more	3440
trustees who are permitted to exercise any discretion with respect	3441
to the distribution to the applicant or recipient.	3442

(2) If a trust meets the requirement of division (D)(1) of	3443
this section, the amount of the trust that is considered by the	3444
county department of job and family services as an available	3445
resource to the applicant or recipient shall be the maximum amount	3446
of payments permitted under the terms of the trust to be	3447
distributed to the applicant or recipient, assuming the full	3448
exercise of discretion by the trustee or trustees. The maximum	3449
amount shall include only amounts that are permitted to be	3450
distributed but are not distributed from either the income or	3451
principal of the trust.	3452

(3) Amounts that are actually distributed from a medicaid	3453
qualifying trust to a beneficiary for any purpose shall be treated	3454
in accordance with rules adopted by the department of job and	3455
family services governing income.	3456

(4) Availability of a medicaid qualifying trust shall be	3457
considered without regard to any of the following:	3458

(a) Whether or not the trust is irrevocable or was	3459
established for purposes other than to enable a grantor to qualify	3460
for medicaid, medical assistance for covered families and	3461
children, or as a qualified medicare beneficiary, specified	3462
low-income medicare beneficiary, qualifying individual-1, or	3463
qualifying individual-2;	3464

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

3465

(5) If any real or personal property is transferred to a	3466
medicaid qualifying trust that is not distributable to the	3467
applicant or recipient, the transfer shall be considered an	3468
improper disposition of assets and shall be subject to section	3469
5111.0116 of the Revised Code and rules to implement that section	3470
adopted under section 5111.011 of the Revised Code.	3471

(6) The baseline date for the look-back period for	3472
disposition of assets involving a medicaid qualifying trust shall	3473
be the date on which the applicant or recipient is both	3474
institutionalized and first applies for medicaid.	3475

(E)(1) A trust or legal instrument or device similar to a	3476
trust shall be considered a self-settled trust if all of the	3477
following apply:	3478

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

3479

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

3480

(c) The trust was established by an applicant or recipient,	3481
spouse of an applicant or recipient, or a person, including a	3482
court or administrative body, with legal authority to act in place	3483
of or on behalf of an applicant, recipient, or spouse, or acting	3484
at the direction or on request of an applicant, recipient, or	3485
spouse.	3486

(2) A trust that meets the requirements of division (E)(1) of	3487
this section and is a revocable trust shall be treated by the	3488
county department of job and family services as follows:	3489

(a) The corpus of the trust shall be considered a resource	3490
available to the applicant or recipient.	3491

(b) Payments from the trust to or for the benefit of the	3492
applicant or recipient shall be considered unearned income of the	3493
applicant or recipient.	3494

(c) Any other payments from the trust shall be considered an	3495
improper disposition of assets and shall be subject to section	3496
5111.0116 of the Revised Code and rules to implement that section	3497
adopted under section 5111.011 of the Revised Code.	3498

(3) A trust that meets the requirements of division (E)(1) of	3499
this section and is an irrevocable trust shall be treated by the	3500
county department of job and family services as follows:	3501

(a) If there are any circumstances under which payment from	3502
the trust could be made to or for the benefit of the applicant or	3503
recipient, including a payment that can be made only in the	3504
future, the portion from which payments could be made shall be	3505
considered a resource available to the applicant or recipient. The	3506
county department of job and family services shall not take into	3507
account when payments can be made.	3508

(b) Any payment that is actually made to or for the benefit	3509
of the applicant or recipient from either the corpus or income	3510
shall be considered unearned income.	3511

(c) If a payment is made to someone other than to the	3512
applicant or recipient and the payment is not for the benefit of	3513
the applicant or recipient, the payment shall be considered an	3514
improper disposition of assets and shall be subject to section	3515
5111.0116 of the Revised Code and rules to implement that section	3516
adopted under section 5111.011 of the Revised Code.	3517

(d) The date of the disposition shall be the later of the	3518
date of establishment of the trust or the date of the occurrence	3519
of the event.	3520

(e) When determining the value of the disposed asset under	3521
this provision, the value of the trust shall be its value on the	3522
date payment to the applicant or recipient was foreclosed.	3523

(f) Any income earned or other resources added subsequent to	3524
the foreclosure date shall be added to the total value of the	3525
trust.	3526

(g) Any payments to or for the benefit of the applicant or	3527
recipient after the foreclosure date but prior to the application	3528
date shall be subtracted from the total value. Any other payments	3529
shall not be subtracted from the value.	3530

(h) Any addition of assets after the foreclosure date shall	3531
be considered a separate disposition.	3532

(4) If a trust is funded with assets of another person or	3533
persons in addition to assets of the applicant or recipient, the	3534
applicable provisions of this section and rules adopted by the	3535
department of job and family services governing trusts shall apply	3536
only to the portion of the trust attributable to the applicant or	3537
recipient.	3538

(5) The availability of a self-settled trust shall be	3539
considered without regard to any of the following:	3540

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

3541

(b) Whether the trustees have exercised or may exercise	3542
discretion under the trust;	3543

(c) Any restrictions on when or whether distributions may be	3544
made from the trust;	3545

(d) Any restrictions on the use of distributions from the	3546
trust.	3547

(6) The baseline date for the look-back period for	3548
dispositions of assets involving a self-settled trust shall be the	3549
date on which the applicant or recipient is both institutionalized	3550
and first applies for medicaid.	3551

(F) The principal or income from any of the following shall	3552
be exempt from being counted as a resource by a county department	3553
of job and family services:	3554

(1)(a) A special needs trust that meets all of the following	3555
requirements:	3556

(i) The trust contains assets of an applicant or recipient	3557
under sixty-five years of age and may contain the assets of other	3558
individuals.	3559

(ii) The applicant or recipient is disabled as defined in	3560
rules adopted by the department of job and family services.	3561

(iii) The trust is established for the benefit of the	3562
applicant or recipient by a parent, grandparent, legal guardian,	3563
or a court.	3564

(iv) The trust requires that on the death of the applicant or	3565
recipient the state will receive all amounts remaining in the	3566
trust up to an amount equal to the total amount of medicaid paid	3567
on behalf of the applicant or recipient.	3568

(b) If a special needs trust meets the requirements of	3569
division (F)(1)(a) of this section and has been established for a	3570
disabled applicant or recipient under sixty-five years of age, the	3571
exemption for the trust granted pursuant to division (F) of this	3572
section shall continue after the disabled applicant or recipient	3573
becomes sixty-five years of age if the applicant or recipient	3574
continues to be disabled as defined in rules adopted by the	3575
department of job and family services. Except for income earned by	3576
the trust, the grantor shall not add to or otherwise augment the	3577
trust after the applicant or recipient attains sixty-five years of	3578
age. An addition or augmentation of the trust by the applicant or	3579
recipient with the applicant's own assets after the applicant or	3580
recipient attains sixty-five years of age shall be treated as an	3581
improper disposition of assets.	3582

(c) Cash distributions to the applicant or recipient shall be	3583
counted as unearned income. All other distributions from the trust	3584
shall be treated as provided in rules adopted by the department of	3585
job and family services governing in-kind income.	3586

(d) Transfers of assets to a special needs trust shall not be	3587
treated as an improper transfer of resources. Assets held prior to	3588
the transfer to the trust shall be considered as countable assets	3589
or countable income or countable assets and income.	3590

(2)(a) A qualifying income trust that meets all of the	3591
following requirements:	3592

(i) The trust is composed only of pension, social security,	3593
and other income to the applicant or recipient, including	3594
accumulated interest in the trust.	3595

(ii) The income is received by the individual and the right	3596
to receive the income is not assigned or transferred to the trust.	3597

(iii) The trust requires that on the death of the applicant	3598
or recipient the state will receive all amounts remaining in the	3599
trust up to an amount equal to the total amount of medicaid paid	3600
on behalf of the applicant or recipient.	3601

(b) No resources shall be used to establish or augment the	3602
trust.	3603

(c) If an applicant or recipient has irrevocably transferred	3604
or assigned the applicant's or recipient's right to receive income	3605
to the trust, the trust shall not be considered a qualifying	3606
income trust by the county department of job and family services.	3607

(d) Income placed in a qualifying income trust shall not be	3608
counted in determining an applicant's or recipient's eligibility	3609
for medicaid. The recipient of the funds may place any income	3610
directly into a qualifying income trust without those funds	3611
adversely affecting the applicant's or recipient's eligibility for	3612
medicaid. Income generated by the trust that remains in the trust	3613
shall not be considered as income to the applicant or recipient.	3614

(e) All income placed in a qualifying income trust shall be	3615
combined with any countable income not placed in the trust to	3616
arrive at a base income figure to be used for spend down	3617
calculations.	3618

(f) The base income figure shall be used for post-eligibility	3619
deductions, including personal needs allowance, monthly income	3620
allowance, family allowance, and medical expenses not subject to	3621
third party payment. Any income remaining shall be used toward	3622
payment of patient liability. Payments made from a qualifying	3623
income trust shall not be combined with the base income figure for	3624
post-eligibility calculations.	3625

(g) The base income figure shall be used when determining the	3626
spend down budget for the applicant or recipient. Any income	3627
remaining after allowable deductions are permitted as provided	3628
under rules adopted by the department of job and family services	3629
shall be considered the applicant's or recipient's spend down	3630
liability.	3631

(3)(a) A pooled trust that meets all of the following	3632
requirements:	3633

(i) The trust contains the assets of the applicant or	3634
recipient of any age who is disabled as defined in rules adopted	3635
by the department of job and family services.	3636

(ii) The trust is established and managed by a nonprofit	3637
~~association~~organization.	3638

(iii) A separate account is maintained for each beneficiary	3639
of the trust but, for purposes of investment and management of	3640
funds, the trust pools the funds in these accounts.	3641

(iv) Accounts in the trust are established by the applicant	3642
or recipient, the applicant's or recipient's parent, grandparent,	3643
or legal guardian, or a court solely for the benefit of	3644
individuals who are disabled.	3645

(v) The trust requires that, to the extent that any amounts	3646
remaining in the beneficiary's account on the death of the	3647
beneficiary are not retained by the trust, the trust pay to the	3648
state the amounts remaining in the trust up to an amount equal to	3649
the total amount of medicaid paid on behalf of the beneficiary.	3650

(b) Cash distributions to the applicant or recipient shall be	3651
counted as unearned income. All other distributions from the trust	3652
shall be treated as provided in rules adopted by the department of	3653
job and family services governing in-kind income.	3654

(c) Transfers of assets to a pooled trust shall not be	3655
treated as an improper disposition of assets. Assets held prior to	3656
the transfer to the trust shall be considered as countable assets,	3657
countable income, or countable assets and income.	3658

(4) A supplemental services trust that meets the requirements	3659
of section 5815.28 of the Revised Code and to which all of the	3660
following apply:	3661

(a) A person may establish a supplemental services trust	3662
pursuant to section 5815.28 of the Revised Code only for another	3663
person who is eligible to receive services through one of the	3664
following agencies:	3665

(i) The department of developmental disabilities;

3666

(ii) A county board of developmental disabilities;

3667

(iii) The department of mental health;

3668

(iv) A board of alcohol, drug addiction, and mental health	3669
services.	3670

(b) A county department of job and family services shall not	3671
determine eligibility for another agency's program. An applicant	3672
or recipient shall do one of the following:	3673

(i) Provide documentation from one of the agencies listed in	3674
division (F)(4)(a) of this section that establishes that the	3675
applicant or recipient was determined to be eligible for services	3676
from the agency at the time of the creation of the trust;	3677

(ii) Provide an order from a court of competent jurisdiction	3678
that states that the applicant or recipient was eligible for	3679
services from one of the agencies listed in division (F)(4)(a) of	3680
this section at the time of the creation of the trust.	3681

(c) At the time the trust is created, the trust principal	3682
does not exceed the maximum amount permitted. The maximum amount	3683
permitted in calendar year 2006 is two hundred twenty-two thousand	3684
dollars. Each year thereafter, the maximum amount permitted is the	3685
prior year's amount plus two thousand dollars.	3686

(d) A county department of job and family services shall	3687
review the trust to determine whether it complies with the	3688
provisions of section 5815.28 of the Revised Code.	3689

(e) Payments from supplemental services trusts shall be	3690
exempt as long as the payments are for supplemental services as	3691
defined in rules adopted by the department of job and family	3692
services. All supplemental services shall be purchased by the	3693
trustee and shall not be purchased through direct cash payments to	3694
the beneficiary.	3695

(f) If a trust is represented as a supplemental services	3696
trust and a county department of job and family services	3697
determines that the trust does not meet the requirements provided	3698
in division (F)(4) of this section and section 5815.28 of the	3699
Revised Code, the county department of job and family services	3700
shall not consider it an exempt trust.	3701

(G)(1) A trust or legal instrument or device similar to a	3702
trust shall be considered a trust established by an individual for	3703
the benefit of the applicant or recipient if all of the following	3704
apply:	3705

(a) The trust is created by a person other than the applicant	3706
or recipient.	3707

(b) The trust names the applicant or recipient as a	3708
beneficiary.	3709

(c) The trust is funded with assets or property in which the	3710
applicant or recipient has never held an ownership interest prior	3711
to the establishment of the trust.	3712

(2) Any portion of a trust that meets the requirements of	3713
division (G)(1) of this section shall be an available resource	3714
only if the trust permits the trustee to expend principal, corpus,	3715
or assets of the trust for the applicant's or recipient's medical	3716
care, care, comfort, maintenance, health, welfare, general well	3717
being, or any combination of these purposes.	3718

(3) A trust that meets the requirements of division (G)(1) of	3719
this section shall be considered an available resource even if the	3720
trust contains any of the following types of provisions:	3721

(a) A provision that prohibits the trustee from making	3722
payments that would supplant or replace medicaid or other public	3723
assistance;	3724

(b) A provision that prohibits the trustee from making	3725
payments that would impact or have an effect on the applicant's or	3726
recipient's right, ability, or opportunity to receive medicaid or	3727
other public assistance;	3728

(c) A provision that attempts to prevent the trust or its	3729
corpus or principal from being counted as an available resource.	3730

(4) A trust that meets the requirements of division (G)(1) of	3731
this section shall not be counted as an available resource if at	3732
least one of the following circumstances applies:	3733

(a) If a trust contains a clear statement requiring the	3734
trustee to preserve a portion of the trust for another beneficiary	3735
or remainderman, that portion of the trust shall not be counted as	3736
an available resource. Terms of a trust that grant discretion to	3737
preserve a portion of the trust shall not qualify as a clear	3738
statement requiring the trustee to preserve a portion of the	3739
trust.	3740

(b) If a trust contains a clear statement requiring the	3741
trustee to use a portion of the trust for a purpose other than	3742
medical care, care, comfort, maintenance, welfare, or general well	3743
being of the applicant or recipient, that portion of the trust	3744
shall not be counted as an available resource. Terms of a trust	3745
that grant discretion to limit the use of a portion of the trust	3746
shall not qualify as a clear statement requiring the trustee to	3747
use a portion of the trust for a particular purpose.	3748

(c) If a trust contains a clear statement limiting the	3749
trustee to making fixed periodic payments, the trust shall not be	3750
counted as an available resource and payments shall be treated in	3751
accordance with rules adopted by the department of job and family	3752
services governing income. Terms of a trust that grant discretion	3753
to limit payments shall not qualify as a clear statement requiring	3754
the trustee to make fixed periodic payments.	3755

(d) If a trust contains a clear statement that requires the	3756
trustee to terminate the trust if it is counted as an available	3757
resource, the trust shall not be counted as an available resource.	3758
Terms of a trust that grant discretion to terminate the trust do	3759
not qualify as a clear statement requiring the trustee to	3760
terminate the trust.	3761

(e) If a person obtains a judgment from a court of competent	3762
jurisdiction that expressly prevents the trustee from using part	3763
or all of the trust for the medical care, care, comfort,	3764
maintenance, welfare, or general well being of the applicant or	3765
recipient, the trust or that portion of the trust subject to the	3766
court order shall not be counted as a resource.	3767

(f) If a trust is specifically exempt from being counted as	3768
an available resource by a provision of the Revised Code, rules,	3769
or federal law, the trust shall not be counted as a resource.	3770

(g) If an applicant or recipient presents a final judgment	3771
from a court demonstrating that the applicant or recipient was	3772
unsuccessful in a civil action against the trustee to compel	3773
payments from the trust, the trust shall not be counted as an	3774
available resource.	3775

(h) If an applicant or recipient presents a final judgment	3776
from a court demonstrating that in a civil action against the	3777
trustee the applicant or recipient was only able to compel limited	3778
or periodic payments, the trust shall not be counted as an	3779
available resource and payments shall be treated in accordance	3780
with rules adopted by the department of job and family services	3781
governing income.	3782

(i) If an applicant or recipient provides written	3783
documentation showing that the cost of a civil action brought to	3784
compel payments from the trust would be cost prohibitive, the	3785
trust shall not be counted as an available resource.	3786

(5) Any actual payments to the applicant or recipient from a	3787
trust that meet the requirements of division (G)(1) of this	3788
section, including trusts that are not counted as an available	3789
resource, shall be treated as provided in rules adopted by the	3790
department of job and family services governing income. Payments	3791
to any person other than the applicant or recipient shall not be	3792
considered income to the applicant or recipient. Payments from the	3793
trust to a person other than the applicant or recipient shall not	3794
be considered an improper disposition of assets.	3795

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

3796

(1) "Nursing home" means a nursing home or a home for the	3797
aging, as those terms are defined in section 3721.01 of the	3798
Revised Code, that is issued a license pursuant to section 3721.02	3799
of the Revised Code.	3800

(2) "Residential care facility" means a residential care	3801
facility, as defined in section 3721.01 of the Revised Code, that	3802
is issued a license pursuant to section 3721.02 of the Revised	3803
Code.	3804

(3) "Adult care facility" means an adult care facility as	3805
defined in section 3722.01 of the Revised Code that is issued a	3806
license pursuant to section 3722.04 of the Revised Code.	3807

(B) As used in Title LVII of the Revised Code, and for the	3808
purpose of other sections of the Revised Code that refer	3809
specifically to Chapter 5701. or section 5701.13 of the Revised	3810
Code, a "home for the aged" means either of the following:	3811

(1) A place of residence for aged and infirm persons that	3812
satisfies divisions (B)(1)(a) to (e) of this section:	3813

(a) It is a nursing home, residential care facility, or adult	3814
care facility.	3815

(b) It is owned by a corporation, unincorporated nonprofit	3816
association, or trust of a charitable, religious, or fraternal	3817
nature, ~~which~~that is organized and operated not for profit, ~~which~~	3818
is not formed for the pecuniary gain or profit of, and whose net	3819
earnings or any part of whose net earnings is not distributable	3820
to, its members, trustees, officers, or other private persons, and	3821
~~which~~ is exempt from federal income taxation under section 501 of	3822
the "Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1.	3823

(c) It is open to the public without regard to race, color,	3824
or national origin.	3825

(d) It does not pay, directly or indirectly, compensation for	3826
services rendered, interest on debts incurred, or purchase price	3827
for land, building, equipment, supplies, or other goods or	3828
chattels, which compensation, interest, or purchase price is	3829
unreasonably high.	3830

(e) It provides services for the life of each resident	3831
without regard to the resident's ability to continue payment for	3832
the full cost of the services.	3833

(2) A place of residence that satisfies divisions (B)(1)(b),	3834
(d), and (e) of this section; that satisfies the definition of	3835
"nursing home," "residential care facility," or "adult care	3836
facility" under section 3721.01 or 3722.01 of the Revised Code	3837
regardless of whether it is licensed as such a home or facility;	3838
and that is provided at no charge to individuals on account of	3839
their service without compensation to a charitable, religious,	3840
fraternal, or educational institution, which individuals are aged	3841
or infirm and are members of the corporation, association, or	3842
trust that owns the place of residence. For the purposes of	3843
division (B)(2) of this section, "compensation" does not include	3844
furnishing room and board, clothing, health care, or other	3845
necessities, or stipends or other de minimis payments to defray	3846
the cost thereof.	3847

Exemption from taxation shall be accorded, on proper	3848
application, only to those homes or parts of homes ~~which~~that meet	3849
the standards and provide the services specified in this section.	3850

Nothing in this section shall be construed as preventing a	3851
home from requiring a resident with financial need to apply for	3852
any applicable financial assistance or requiring a home to retain	3853
a resident who willfully refuses to pay for services for which the	3854
resident has contracted even though the resident has sufficient	3855
resources to do so.	3856

(C)(1) If a corporation, unincorporated nonprofit	3857
association, or trust described in division (B)(1)(b) of this	3858
section is granted a certificate of need pursuant to section	3859
3702.52 of the Revised Code to construct, add to, or otherwise	3860
modify a nursing home, or is given approval pursuant to section	3861
3791.04 of the Revised Code to construct, add to, or otherwise	3862
modify a residential care facility or adult care facility and if	3863
the corporation, association, or trust submits an affidavit to the	3864
tax commissioner stating that, commencing on the date of licensure	3865
and continuing thereafter, the home or facility will be operated	3866
in accordance with the requirements of divisions (B)(1)(a) to (e)	3867
of this section, the corporation, association, or trust shall be	3868
considered to be operating a "home for the aged" within the	3869
meaning of division (B)(1) of this section, beginning on the first	3870
day of January of the year in which such certificate is granted or	3871
approval is given.	3872

(2) If a corporation, association, or trust is considered to	3873
be operating a "home for the aged" pursuant to division (C)(1) of	3874
this section, the corporation, association, or trust shall notify	3875
the tax commissioner in writing upon the occurrence of any of the	3876
following events:	3877

(a) The corporation, association, or trust no longer intends	3878
to complete the construction of, addition to, or modification of	3879
the home or facility, to obtain the appropriate license for the	3880
home or facility, or to commence operation of the home or facility	3881
in accordance with the requirements of divisions (B)(1)(a) to (e)	3882
of this section;	3883

(b) The certificate of approval referred to in division	3884
(C)(1) of this section expires, is revoked, or is otherwise	3885
terminated prior to the completion of the construction of,	3886
addition to, or modification of the home or facility;	3887

(c) The license to operate the home or facility is not	3888
granted by the director of health within one year following	3889
completion of the construction of, addition to, or modification of	3890
the home or facility;	3891

(d) The license to operate the home or facility is not	3892
granted by the director of health within four years following the	3893
date upon which the certificate or approval referred to in	3894
division (C)(1) of this section was granted or given;	3895

(e) The home or facility is granted a license to operate as a	3896
nursing home, residential care facility, or adult care facility.	3897

(3) Upon the occurrence of any of the events referred to in	3898
divisions (C)(2)(a), (b), (c), (d), and (e) of this section, the	3899
corporation, association, or trust shall no longer be considered	3900
to be operating a "home for the aged" pursuant to division (C)(1)	3901
of this section, except that the tax commissioner, for good cause	3902
shown and to the extent the commissioner considers appropriate,	3903
may extend the time period specified in division (C)(2)(c) or (d)	3904
of this section, or both. Nothing in division (C)(3) of this	3905
section shall be construed to prevent a nursing home, residential	3906
care facility, or adult care facility from qualifying as a "home	3907
for the aged" if, upon proper application made pursuant to	3908
division (B) of this section, it is found to meet the requirements	3909
of divisions (A) and (B) of this section.	3910

Section 2. That existing sections 9.231, 169.01, 1702.01,	3911
1702.05, 1702.41, 1702.42, 1702.43, 1702.44, 1702.46, 2901.23,	3912
3955.06, 3956.06, 4121.70, 4303.201, 4303.204, 4303.207, 5111.151,	3913
and 5701.13 and sections 1702.45, 1745.01, 1745.02, and 1745.04 of	3914
the Revised Code are hereby repealed.	3915

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MO HB612 Modifies provisions relating to the disposition of human remains

AR SB16 To Amend The Law Concerning The Discharge Of A Firearm At A Train; And...

SC S0040 In Vitro Fertilization Protection Act

VA SJR247 Constitutional amendment; fundamental right to reproductive freedom (first...

US HB5208 Health Care Provider Shortage Minimization Act of 2023

US HB1446 Foster Youth and Driving Act

TX SB335 Relating to regulating the cultivation, manufacture, processing, distribution,...

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SC H3431 South Carolina Social Media Regulation Act

NY S03546 Enacts the "food retail establishment subsidization for healthy communities...

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Bill Text: OH HB267 | 2011-2012 | 129th General Assembly | Comm Sub

Ohio House Bill 267 (Prior Session Legislation)

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