Effective: September 3, 2004
Latest Legislation: House Bill 288 - 125th General Assembly
(A) The articles of incorporation of an association shall set forth all of the following:
(1) The name of the association;
(2) The association's purposes, as permitted by this chapter. It is sufficient to state in the articles that the association may engage in any activity within the purposes for which associations may be organized under this chapter.
(3) The county and municipal corporation or township where the association's principal place of business will be located which need not be within this state;
(4) The names and addresses of the incorporators;
(5) The number of its directors or a statement that the number of directors shall be as specified in the bylaws;
(6) The names and addresses of those who are to serve as directors until the first meeting of members or until the election and qualification of their successors;
(7) Whether the association is organized with or without capital stock.
(a) If the association is organized without capital stock, the articles shall set forth the general rules by which the property rights and interests of each member are to be determined.
(b) If the association is organized with capital stock, the total amount of the stock, the number and par value of the shares, and dividend rights, if any. If there is more than one class of stock, the articles shall set forth a statement of the number of shares in each class and a statement of the designations, preferences, rights, and limitations of the shares in each class.
(B) The articles may include additional provisions, consistent with law, including provisions that are required or permitted to be set forth in the bylaws.
(C) The articles shall be signed by the incorporators and filed with the secretary of state in accordance with section 1729.12 of the Revised Code. The articles shall be accompanied by the appointment of a statutory agent in accordance with division (B) of section 1729.06 of the Revised Code. The legal existence of an association begins upon the filing of the articles and, unless the articles provide otherwise, its period of existence is perpetual.
Structure Ohio Revised Code
Title 17 | Corporations-Partnerships
Chapter 1729 | Ohio Cooperative Law
Section 1729.01 | Ohio Cooperative Law Definitions.
Section 1729.02 | Purposes - Associations Deemed Nonprofit - Chapter Title.
Section 1729.03 | Powers of Association.
Section 1729.031 | Indemnification.
Section 1729.04 | Use of Words in Name - Prohibition.
Section 1729.06 | Number of Incorporators - Statutory Agent.
Section 1729.07 | Articles of Incorporation.
Section 1729.08 | Amendment or Restatement of Articles.
Section 1729.09 | Voting on Amendment.
Section 1729.10 | Evidence of Incorporation.
Section 1729.11 | Reinstatement of Association.
Section 1729.12 | Filing Articles and Certificates of Amendment.
Section 1729.13 | Dividends - Stock - Security Interest.
Section 1729.16 | Adoption, Amendment, or Repeal of Bylaws.
Section 1729.17 | Members or Delegates Entitled to Vote.
Section 1729.18 | Association Members - Meetings.
Section 1729.19 | Action Authorized or Taken Without Meeting.
Section 1729.20 | Methods of Giving Notice - Signed Waiver.
Section 1729.22 | Board of Directors.
Section 1729.23 | Standard of Care for Directors.
Section 1729.24 | Effect of Self-Dealing.
Section 1729.25 | Liability of Members, Directors, Officers.
Section 1729.27 | Surety Bonds.
Section 1729.28 | Removal of Officers or Directors - Procedure.
Section 1729.29 | Books and Records - Examination by Member or Stockholder.
Section 1729.35 | Association May Merge or Consolidate With One or More Associations.
Section 1729.36 | Association May Merge or Consolidate With One or More Entities.
Section 1729.37 | Effective Date of Merger or Consolidation.
Section 1729.38 | Certificate of Merger or Consolidation Filing and Recording.
Section 1729.40 | Plan of Division.
Section 1729.42 | Conversions.
Section 1729.44 | Setting Aside Reorganizations.
Section 1729.46 | Written Demand for Payment of Fair Cash Value of Stock.
Section 1729.47 | Complaint for Fair Cash Value of Stock.
Section 1729.49 | Disposing of Assets of Association.
Section 1729.55 | Voluntary Dissolution.
Section 1729.56 | Public Notice of Voluntary Dissolution.
Section 1729.58 | Association May Act to Wind Up Affairs or Obtain Reinstatement of Articles.
Section 1729.59 | Judicial Liquidations.
Section 1729.60 | Receiver Appointed to Wind Up Affairs of Association.
Section 1729.61 | Complaint for Judicial Dissolution.
Section 1729.67 | Marketing Agreements.
Section 1729.68 | Prohibited Acts - Injunctive Relief.
Section 1729.69 | Unfair Marketing Practices.
Section 1729.70 | Agricultural Cooperative Not Illegal.
Section 1729.76 | Foreign Association.
Section 1729.80 | Membership in Other Organizations.
Section 1729.84 | Exemptions for Agricultural Products.
Section 1729.85 | Stock Not Considered Securities.