Ohio § 1701.73

§ 1701.73.

(A)(1) Upon the adoption of any amendment or amended articles, a certificate containing

a copy of the resolution adopting the amendment or amended articles, a statement of

the manner of its adoption, and, in the case of adoption of the resolution by the

incorporators or directors, a statement of the basis for such adoption, shall be filed

with the secretary of state, and thereupon the articles shall be amended accordingly,

any change of shares provided for in the amendment or amended articles shall become

effective, and the amended articles shall supersede the existing articles. (2) Except as provided in division (A)(3) of this section, when an amendment or amended

articles are adopted by the directors pursuant to section 1701.70 of the Revised Code , the corporation shall send notice of the amendment or amended articles, and a copy

or summary of the amendment or amended articles, by mail, overnight delivery service,

or any other means of communication authorized by the shareholder to whom the notice

and copy or summary are sent, to each shareholder of the corporation of record as

of the date on which the directors approved the amendment or amended articles.  The notice shall be sent to the shareholders within twenty days after the filing

of the certificate required by division (A)(1) of this section. (3) Any corporation that files periodic reports with the United States securities and

exchange commission pursuant to section 13 of the “Securities Exchange Act of 1934,”

48 Stat. 881, 15 U.S.C. 78m , as amended, or section 15(d) of the “Securities Exchange Act of 1934,” 48 Stat.

881, 15 U.S.C. 78o(d) , as amended, may satisfy the notice to shareholders of record requirement of division

(A)(2) of this section by including a copy or summary of the amendment or amended

articles in a report filed in accordance with those provisions within twenty days

after the filing of the certificate required by division (A)(1) of this section. (B) When an amendment or amended articles are adopted by the incorporators, the certificate

described in division (A)(1) of this section shall be signed by each of them. (C) When an amendment or amended articles are adopted by the directors or by the shareholders,

the certificate described in division (A)(1) of this section shall be signed by any

authorized officer. (D) A copy of an amendment or amended articles changing the name of a corporation or

its principal office in this state, certified by the secretary of state, may be filed

for record in the office of the county recorder of any county in this state, and for

such recording, the county recorder shall charge and collect the same fee as provided

for in division (A)(1) of section 317.32 of the Revised Code .  The copy shall be recorded in the official records of the county recorder.