Ohio § 1701.38

§ 1701.38.

(A) At the annual meeting of shareholders, or the meeting held in lieu of it, every corporation,

except a banking corporation, shall lay before the shareholders financial statements,

which may be consolidated, and, as applicable, written statements or reports, consisting

of: (1) A balance sheet containing a summary of the assets, liabilities, stated capital,

if any, and surplus (showing separately any capital surplus arising from unrealized

appreciation of assets, other capital surplus, and earned surplus) as of the end of

the corporation's most recent fiscal year, except that, if consolidated financial

statements are laid before the shareholders, the consolidated balance sheet shall

show separately or disclose by a note the amount of consolidated surplus that does

not constitute under the Revised Code earned surplus of the corporation or any of

its subsidiaries and that is not classified as stated capital or capital surplus on

the consolidated balance sheet; (2) A statement of profit and loss and surplus, including a summary of profits, dividends

or distributions paid, and other changes in the surplus accounts, for the period commencing

with the date marking the end of the period for which the last preceding statement

of profit and loss required under this section was made and ending with the date of

the balance sheet or, in the case of the first statement of profit and loss, for the

period commencing with the date of incorporation of the corporation and ending with

the date of the balance sheet; (3) If the corporation is a benefit corporation, any written statement or report required

by the articles, regulations, or a written agreement of the benefit corporation concerning

the beneficial purposes of the benefit corporation and the activities of the benefit

corporation toward those beneficial purposes and related provisions set forth in the

corporation's articles. (B) The financial statements shall have appended to them an opinion signed by the president

or a vice-president or the treasurer or an assistant treasurer of the corporation

or by a public accountant or firm of public accountants to the effect that the financial

statement presents fairly the financial position of the corporation and the results

of its operations in conformity with generally accepted accounting principles applied

on a basis consistent with that of the preceding period, or to the effect that the

financial statements have been prepared on the basis of accounting practices and principles

that are reasonable in the circumstances. (C) Upon request of any shareholder made in writing or by any other means of communication

authorized by the corporation prior to the date of the meeting described in division

(A) of this section, the corporation shall send a copy of any financial statements,

written statements, and reports, as applicable, laid or to be laid before the shareholders

at the meeting to the shareholder by mail, overnight delivery service, or any other

means of communication authorized by the shareholder to whom the copy is sent on or

before the later of the following: (1) The fifth day after the receipt of the written request; (2) The earlier of the following: (a) The fifth day before the date of the meeting; (b) The fifth day after the expiration of four months from the date of the balance sheet

described in division (A)(1) of this section. (D) If the meeting described in division (A) of this section is to be held solely by

means of communications equipment, the corporation shall make the financial statements,

written statements, and reports described in that division, as applicable, open to

the examination of any shareholder or proxyholder during the whole time of the meeting

on a reasonably accessible electronic network.  The directors may adopt guidelines and procedures to permit the corporation to verify

that any person accessing the financial statements, written statements, or reports

is a shareholder or proxyholder.