Ohio § 1701.71

§ 1701.71.

(A)(1)(a) Except as otherwise provided in divisions (A)(1)(b), (c), and (d) of this section

or division (A)(2) of this section, the shareholders, at a meeting held for that purpose,

may adopt an amendment, including any amendment that could be adopted by the directors,

by the affirmative vote of the holders of shares entitling them to exercise two-thirds

of the voting power of the corporation on the proposal or, if the articles provide

or permit, by the affirmative vote of a greater or lesser proportion, but not less

than a majority, of such voting power, and by the affirmative vote of the holders

of shares of any particular class that is required by the articles. (b) Any amendment that would change or eliminate the classification of directors of an

issuing public corporation whose directors are classified pursuant to section 1701.57 of the Revised Code shall be adopted by the shareholders only at a meeting expressly held for that purpose,

by the affirmative votes required under division (A)(1)(a) of this section, and also

by the affirmative vote of the holders of at least a majority of disinterested shares

voted on the proposal determined as specified in division (C)(9) of section 1704.01 of the Revised Code . (c) Any amendment that would provide that section 1701.831 of the Revised Code does not apply to control share acquisitions of shares of an issuing public corporation

shall be adopted: (i) Upon the recommendation by the affirmative vote of a majority of the authorized number

of directors of the issuing public corporation in favor of such amendment;  and (ii) By the shareholders only at a meeting expressly held for the purpose, by the affirmative

votes required under division (A)(1)(a) of this section. (d) If, at the time an amendment to eliminate cumulative voting rights permitted by division (B)(10) of section 1701.69 of the Revised Code is acted upon by the shareholders, a corporation does not have issued and outstanding

shares that are listed on a national securities exchange or are regularly quoted in

an over-the-counter market by one or more members of a national or affiliated securities

association, that amendment shall not be adopted if the votes of a sufficient number

of shares are cast against the amendment that, if cumulatively voted at an election

of all the directors, or all the directors of a particular class, as the case may

be, would at the time the amendment is acted upon by the shareholders be sufficient

to elect at least one director. (2) Whenever under division (B) of this section the holders of shares of any particular

class are entitled to vote as a class on the adoption of an amendment, the amendment,

in order to be adopted, must receive the affirmative vote of the holders of at least

two-thirds of the shares of that class or, if the articles provide or permit, a greater

or lesser proportion, but not less than a majority, of the shares of that class.  If the proposed amendment would authorize any particular corporate action that,

under any applicable provision of law or under the existing articles, could be authorized

only by or pursuant to a specified vote of shareholders, the amendment, in order to

be adopted, must receive the affirmative vote so specified. (B) Regardless of limitations or restrictions in the articles on the voting rights of

the shares of any class, the holders of shares of a particular class, and in the cases

specified in divisions (B)(6), (7), and (8) of this section the holders of shares

of every class, shall be entitled to vote as a class on the adoption of an amendment

that does any of the following: (1) Increases or decreases the par value of the issued shares of the particular class,

except in the case of an amendment to the articles adopted by the directors pursuant

to division (B)(10) of section 1701.70 of the Revised Code ; (2) Changes issued shares of the particular class, whether with or without par value,

into a lesser number of shares of the same class or into the same or a different number

of shares of any other class, with or without par value, previously or then authorized; (3) Changes the express terms, or adds express terms, of the shares of the particular

class in any manner substantially prejudicial to the holders of the shares; (4) Changes the express terms of issued shares of any class senior to the particular

class in any manner substantially prejudicial to the holders of shares of the particular

class; (5) Authorizes shares of another class that are convertible into, or authorizes the conversion

of shares of another class into, shares of the particular class, or authorizes the

directors to fix or alter conversion rights of shares of another class that are convertible

into shares of the particular class;  provided, however, both of the following apply: (a) The failure to obtain the shareholders' approval only prevents the conversion of

the shares until the shareholders' approval is obtained and does not otherwise affect

the authorization or any other express terms of the shares; (b) The articles may provide that no vote of the holders of common shares, as a class,

is required in connection with the authorization of shares of any class that are convertible

into common shares. (6) Provides, in the case of an amendment described in division (B)(1) or (2) of this

section, that the stated capital of the corporation shall be reduced or eliminated

as a result of the amendment, or provides, in the case of an amendment described in

division (B)(5) of this section, that the stated capital of the corporation shall

be reduced or eliminated upon the exercise of such conversion rights, provided that

any reduction or elimination is consistent with section 1701.30 of the Revised Code ; (7) Changes substantially the purposes of the corporation, or provides that a subsequent

amendment to the articles may be adopted that changes substantially the purposes of

the corporation; (8) Changes a corporation into a nonprofit corporation. (C) An amendment that changes a corporation into a nonprofit corporation shall contain

a statement of purposes proper in the case of a nonprofit corporation and a statement

that, after the effective date of the amendment, the corporation shall be subject

to the provisions of the Revised Code relating to nonprofit corporations.  In the case of a corporation formed on or after June 9, 1927, the amendment also

shall provide for the cancellation of all outstanding shares and the terms and considerations,

if any, for the cancellation.  In the case of a corporation formed prior to June 9, 1927, the amendment may provide

for the cancellation of outstanding shares, but if it does not so provide, the amendment

shall contain a provision forbidding the payment of dividends or distributions on

any shares after the effective date of the amendment.