Ohio § 1701.41

§ 1701.41.

(A) Written notice stating the time, place, if any, and purposes of a meeting of the

shareholders, and the means, if any, by which shareholders can be present and vote

at the meeting through the use of communications equipment shall be given either by

personal delivery or by mail, overnight delivery service, or any other means of communication

authorized by the shareholder to whom the notice is given, not less than seven nor

more than sixty days before the date of the meeting unless the articles, the regulations

adopted by the shareholders, or the regulations adopted by the directors pursuant

to division (A)(1) of section 1701.10 of the Revised Code specify a longer period:  (1) to every shareholder of record entitled to notice of

the meeting;  (2) by or at the direction of the president or the secretary or any

other person required or permitted by the regulations to give that notice.  If mailed or sent by overnight delivery service, the notice shall be sent to the

shareholder at the shareholder's address as it appears on the records of the corporation.  If sent by another means of communication authorized by the shareholder, the notice

shall be sent to the address furnished by the shareholder for those transmissions.  Notice of adjournment of a meeting need not be given if the time and place, if any,

to which it is adjourned and the means, if any, by which shareholders can be present

and vote at the adjourned meeting through the use of communications equipment are

fixed and announced at the meeting. (B) Upon request in writing delivered either in person or by registered mail to the president

or the secretary by any persons entitled to call a meeting of shareholders, that officer

shall forthwith cause to be given to the shareholders entitled to notice of a meeting

to be held on a date not less than seven nor more than sixty days after the receipt

of the request, as the officer may fix, unless the articles, the regulations adopted

by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code specify a longer period for this purpose.  If the notice is not given within fifteen days after the delivery or mailing of

the request, or that shorter or longer period as the articles, the regulations adopted

by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code specify for this purpose, the persons calling the meeting may fix the time of meeting

and give notice of the time of meeting as provided in division (A) of this section,

or cause the notice to be given by any designated representative. (C) Any authorization by a shareholder to send notices given pursuant to this chapter

by any means other than in person or by mail or overnight delivery service is revocable

by written notice to the corporation either by personal delivery or by mail, overnight

delivery service, or any other means of communication authorized by the corporation.  If sent by another means of communication authorized by the corporation, the notice

shall be sent to the address furnished by the corporation for those transmissions.  Any authorization by a shareholder to send notices given pursuant to this chapter

by any means other than in person or by mail or overnight delivery service will be

deemed to have been revoked by the shareholder if (1) the corporation has attempted

to make delivery of two consecutive notices in accordance with that authorization,

and (2) the secretary or an assistant secretary of the corporation, or other person

responsible for giving of notice, has received notice that, or otherwise believes

that, delivery has not occurred.  However, an inadvertent failure to treat the inability to deliver notice as a revocation

will not invalidate any meeting of shareholders or other action.