Ohio § 1702.58

§ 1702.58.

(A) Except as provided in sections 1702.01 to 1702.58 of the Revised Code , the provisions of those sections shall apply only to domestic corporations, and

except as otherwise provided in this section, the provisions of those sections shall

apply to all domestic corporations, whether formed under those sections or under previous

laws of this state. (B) Special provisions in the Revised Code for the organization, conduct, or government

of designated classes of corporations shall govern to the exclusion of the provisions

of sections 1702.01 to 1702.58 of the Revised Code on the same subject, except where it clearly appears that a special provision is

cumulative, in which case, that provision and the provisions of those sections on

the same subject shall apply. (C) A corporation incorporated prior to June 9, 1927, with authority to issue shares

may continue to issue and reissue shares in accordance with its articles, but shall

be without authority to amend its articles in order to increase the authorized number

of shares. (D) A corporation created before September 1, 1851, that (1) has expressly elected to

be governed by the laws passed since that date;  (2) subsequent to that date has taken

such action under laws then in effect as to make it subject, as a matter of law, to

the Constitution of 1851 and laws passed under the Constitution of 1851;  or (3) subsequent

to October 1, 1955, takes any action under sections 1702.01 to 1702.58 of the Revised Code that but for those sections it would not be authorized to take, shall be deemed to

be a corporation exercising its corporate privileges under the Constitution of this

state and the laws passed in pursuance of the Constitution of this state, and not

otherwise. (E)(1) A corporation created before September 1, 1851, and actually carrying on its activities

in this state, and which prior to October 11, 1955, has not taken action described

in division (D) of this section, may accept the provisions of sections 1702.01 to 1702.58 of the Revised Code at a meeting of voting members held for that purpose, by a resolution to that effect

adopted by the affirmative vote of a majority of the voting members present in person,

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

if a quorum is present, and by filing in the office of the secretary of state a copy

of the resolution certified by any authorized officer of the corporation, for which

filing the secretary of state shall charge and collect a fee of five dollars.  Thereafter the corporation shall be deemed to exercise its corporate privileges

under the Constitution of this state and the laws passed in pursuance of the Constitution

of this state, and not otherwise. (2) For purposes of division (E)(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. (F) Except as provided in divisions (D) and (E) of this section, a corporation created

before September 1, 1851, shall be governed by the laws in force on that date as modified

since that date. (G) A domestic business corporation, upon compliance with the provision of the Revised

Code that is in effect from time to time relating to that business corporation's becoming

a nonprofit corporation upon amendment to its articles or upon adoption of amended

articles, as provided by law, shall, upon filing the prescribed certificate in the

office of the secretary of state, become a corporation subject to the provisions of,

and entitled to all the rights, privileges, immunities, powers, franchises, and authority

granted by, this chapter.