Ohio § 1107.11

§ 1107.11.

(A) Unless otherwise provided in the articles of incorporation, the holders of any class

of a stock state bank's shares, other than shares that are limited as to dividend

rate and liquidation price, shall, upon the offering or sale for cash of shares of

the same class, have the right, during a reasonable time and on reasonable terms fixed

by the directors, to purchase the shares in proportion to their respective holdings

of shares of that class, at not less than par value, unless the shares offered or

sold are any of the following: (1) Treasury shares; (2) Released from pre-emptive rights by the affirmative vote or written consent of the

holders of either of the following: (a) Two-thirds of the shares entitled to the pre-emptive rights; (b) A majority of the shares entitled to the pre-emptive rights, if for offering and

sale or granting options to any or all employees of the bank or any of the bank's

subsidiaries or to a trustee on their behalf, under a plan adopted under section 1107.09 of the Revised Code ; (3) Offered to shareholders in satisfaction of their pre-emptive rights and not purchased

by the shareholders, and thereupon issued or agreed to be issued for a consideration

not less than that at which the shares were offered to the shareholders, less reasonable

expenses, compensation, or discount paid or allowed for the sale, underwriting, or

purchase of the shares. (B) An action arising from the offering or sale of shares under division (A) of this

section shall be brought within two years after the date on which written notice or

other communication of the transaction is mailed or otherwise given to the person

entitled to bring the action.  In no event shall any such action be brought later than four years after the cause

of action accrued. (C) Pre-emptive rights with respect to shares issued by a stock state bank chartered

on or after the effective date of this amendment shall be governed by section 1701.15 of the Revised Code .