Effective: April 10, 2001
Latest Legislation: House Bill 597 - 123rd General Assembly
(A) Upon the complaint of not less than one-fourth of the directors of the corporation, the court of common pleas of the county in which the corporation maintains its principal office may order the appointment of a provisional director for that corporation if the articles or regulations of the corporation expressly provide for such an appointment. No appointment shall be made until a hearing is held by the court. Notice of the hearing shall be given to each director and the secretary of the corporation in any manner that the court directs. The complainants shall establish at the hearing that, because of irreconcilable differences among the existing directors, the continued operation of the corporation has been substantially impeded or made impossible.
(B) A provisional director shall have the same rights and duties as other directors and shall serve until removed by the appointing court or by the members of the corporation entitled to exercise a majority of the voting power of the corporation in the election of directors or until the provisional director's earlier resignation or death. If the provisional director dies or resigns, the court, pursuant to division (A) of this section, may appoint a replacement provisional director, upon its own motion and without the filing of a complaint for the appointment of a provisional director. If the appointing court finds that the irreconcilable differences no longer exist, it shall order the removal of the provisional director.
(C) No person shall be appointed as a provisional director unless the person is generally conversant with corporate affairs, has no legal or equitable interest in the obligations of the corporation of which the person is to be appointed a director, and is not indebted to such corporation. The compensation of a provisional director shall be determined by agreement with the corporation for which the provisional director is serving, subject to the approval of the appointing court, except that the appointing court may fix the provisional director's compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation.
(D) A proceeding concerning the appointment of a provisional director of a corporation is a special proceeding, and final orders issued in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code.
Structure Ohio Revised Code
Title 17 | Corporations-Partnerships
Chapter 1702 | Nonprofit Corporation Law
Section 1702.01 | Nonprofit Corporation Law Definitions.
Section 1702.02 | Notice Requirements.
Section 1702.03 | Purposes of Corporation.
Section 1702.04 | Articles of Incorporation.
Section 1702.05 | Corporate Name - Transfer - Reservation.
Section 1702.06 | Statutory Agent - Cancellation and Reinstatement of Articles.
Section 1702.08 | Incorporation of Such Society or Association.
Section 1702.09 | Religious Society.
Section 1702.10 | Adoption of Regulations.
Section 1702.11 | Contents of Regulations.
Section 1702.12 | Authority of Nonprofit Corporation.
Section 1702.14 | Absence of Provision for Members.
Section 1702.15 | Corporation to Keep Books and Records of Account and Minutes of Proceedings.
Section 1702.16 | Annual Meeting.
Section 1702.17 | Meetings of Voting Members - Calling and Place of Meeting.
Section 1702.18 | Notice of Meeting.
Section 1702.19 | Waiver of Notice.
Section 1702.21 | Voting of Membership in Corporation.
Section 1702.22 | Quorum of Voting Members.
Section 1702.23 | Controlling Provisions of Articles or Regulations.
Section 1702.24 | Vote of Members Required for Rescission or Revocation.
Section 1702.25 | Action by Members or Directors Without a Meeting.
Section 1702.26 | Election of Directors.
Section 1702.28 | Term and Classification of Directors.
Section 1702.29 | Removal of Directors and Filling Vacancies.
Section 1702.30 | Authority of Directors.
Section 1702.301 | Interest of Director or Officer in Contract.
Section 1702.31 | Meetings of Directors - Notice.
Section 1702.32 | Quorum for Directors' Meeting.
Section 1702.33 | Executive and Other Committees of Directors.
Section 1702.34 | Officers - Authority and Removal.
Section 1702.35 | Corporate Property.
Section 1702.36 | Corporate Mortgages.
Section 1702.38 | Amendments to Articles.
Section 1702.39 | Mutual Benefit Corporation - Disposition of Assets.
Section 1702.40 | Judicial Sale of Property.
Section 1702.41 | Merger or Consolidation Into Domestic Corporation.
Section 1702.411 | Merger or Consolidation Into Entity Other Than Domestic Corporation.
Section 1702.42 | Agreement of Merger or Consolidation - Vote by Members.
Section 1702.43 | Certificate of Merger or Consolidation.
Section 1702.44 | Effect of Merger or Consolidation.
Section 1702.46 | Effective Date of Merger or Consolidation.
Section 1702.462 | Form of Certificate of Conversion.
Section 1702.47 | Voluntary Dissolution.
Section 1702.48 | Public Notice of Voluntary Dissolution.
Section 1702.49 | Winding Up or Obtaining Reinstatement - Powers and Duties of Directors.
Section 1702.51 | Receiver for Winding Up Affairs of Corporation.
Section 1702.52 | Judicial Dissolution.
Section 1702.521 | Provisional Director - Appointment, Duties, Qualifications.
Section 1702.53 | Certified Copies as Evidence.
Section 1702.54 | False Statement or Entry.
Section 1702.55 | Liability of Members, Directors and Officers of Corporation.
Section 1702.57 | Exercise of Expired Powers.
Section 1702.58 | Applicability of Chapter.
Section 1702.59 | Filing of Verified Statement of Continued Existence.
Section 1702.60 | Restoring Rights, Privileges, and Franchises Upon Reinstatement.
Section 1702.80 | Qualified Nonprofit Corporation May Establish Police Department.