Ohio § 1702.39

§ 1702.39.

(A)(1) Unless the articles or the regulations, or the terms of any trust on which the corporation

holds any particular property, otherwise provide, a lease, sale, exchange, transfer,

or other disposition of any assets of a mutual benefit corporation may be made without

the necessity of procuring authorization from the court under section 1715.39 of the Revised Code , upon the terms and for the consideration, which may consist, in whole or in part,

of money or other property, including shares or other securities or promissory obligations

of any business corporation, domestic or foreign, that may be authorized by the directors,

except that a lease, sale, exchange, transfer, or other disposition of all, or substantially

all, the assets may be made only when that transaction is also authorized (either

before or after authorization by the directors) by the voting members present in person,

by the use of authorized communications equipment, by mail, or, if permitted, by proxy

at a meeting held for that purpose, by the affirmative vote of a majority of the voting

members present as described in this division, if a quorum is present, or, if the

articles or the regulations provide or permit, by the affirmative vote of a greater

or lesser proportion or number of the voting members, and by the affirmative vote

of the voting members of any particular class that is required by the articles or

the regulations.  Notice of the meeting of the members shall be given to all members entitled to vote

at the meeting.  Such notice shall be accompanied by a copy or summary of the terms of that transaction. (2) For purposes of division (A)(1) of this section, participation by a voting member

at a meeting through the use of any of the means of communication described in that

division constitutes presence in person of that voting member at the meeting for purposes

of determining a quorum. (B)(1) A public benefit corporation may not dispose of its assets with value equal to more

than fifty per cent of the fair market value of the net tangible and intangible assets,

including goodwill, of the corporation over a period of thirty-six consecutive months

in a transaction or series of transactions, including the lease, sale, exchange, transfer,

or other disposition of those assets, that are outside the ordinary course of its

business or that are not in accordance with the purpose or purposes for which the

corporation was organized, as set forth in its articles or the terms of any trust

on which the corporation holds such assets, unless one or more of the following apply: (a) The transaction has received the prior approval of the court of common pleas of the

county in this state in which the principal office of the corporation is located,

in a proceeding of which the attorney general's charitable law section has been given

written notice by certified mail within three days of the initiation of the proceeding,

and in which proceeding the attorney general may intervene as of right. (b)(i) The corporation has provided written notice of the proposed transaction, including

a copy or summary of the terms of such transaction, at least twenty days before consummation

of the lease, sale, exchange, transfer, or other disposition of the assets, to the

attorney general's charitable law section and to the members of the corporation, and

the proposed transaction has been approved by the voting members present in person,

by the use of authorized communications equipment, by mail, or, if permitted, by proxy

at a meeting held for that purpose, by the affirmative vote of a majority of the voting

members present as described in this division, if a quorum is present, or, if the

articles or regulations provide or permit, by the affirmative vote of a greater or

lesser proportion or number of the voting members, and if the articles or regulations

require, by the affirmative vote of the voting members of any particular class. (ii) For purposes of division (B)(1)(b)(i) of this section, participation by a voting

member at a meeting through the use of any of the means of communication described

in that division constitutes presence in person of that voting member at the meeting

for purposes of determining a quorum. (c) The transaction is in accordance with the purpose or purposes for which the corporation

was organized, as set forth in its articles or the terms of any trust on which the

corporation holds the assets, and the lessee, purchaser, or transferee of the assets

is also a public benefit corporation or a foreign corporation that would qualify under

the Revised Code as a public benefit corporation. (2) The attorney general may require, pursuant to section 109.24 of the Revised Code , the production of the documents necessary for review of a proposed transaction under

division (B)(1) of this section.  The attorney general may retain, at the expense of the public benefit corporation,

one or more experts, including an investment banker, actuary, appraiser, certified

public accountant, or other expert, that the attorney general considers reasonably

necessary to provide assistance in reviewing a proposed transaction under division

(B)(1) of this section. (C) The attorney general may institute a civil action to enforce the requirements of

division (B)(1) of this section in the court of common pleas of the county in this

state in which the principal office of the corporation is located or in the Franklin

county court of common pleas.  In addition to any civil remedies that may exist under common law or the Revised

Code, a court may rescind the transaction or grant injunctive relief or impose any

combination of these remedies. (D) The corporation by its directors may abandon the proposed lease, sale, exchange,

transfer, or other disposition of the assets of the corporation pursuant to division

(A) or (B) of this section, subject to the contract rights of other persons, if that

power of abandonment is conferred upon the directors either by the terms of the transaction

or by the same vote of voting members and at the same meeting of members as that referred

to in division (A) or (B) of this section, as applicable, or at any subsequent meeting. (E) An action to set aside a conveyance by a corporation, on the ground that any section

of the Revised Code applicable to the lease, sale, exchange, transfer, or other disposition

of the assets of such corporation has not been complied with, shall be brought within

one year after that transaction, or the action shall be forever barred.