Ohio § 1701.13

§ 1701.13.

(A) A corporation may sue and be sued. (B) A corporation may adopt and alter a corporate seal and use the same or a facsimile

of the corporate seal, but failure to affix the corporate seal shall not affect the

validity of any instrument. (C) At the request or direction of the United States government or any agency of the

United States government, a corporation may transact any lawful business in aid of

national defense or in the prosecution of any war in which the nation is engaged. (D) Unless otherwise provided in the articles, a corporation may take property of any

description, or any interest in property, by gift, devise, or bequest, and may make

donations for the public welfare or for charitable, scientific, or educational purposes. (E)(1) A corporation may indemnify or agree to indemnify any person who was or is a party,

or is threatened to be made a party, to any threatened, pending, or completed action,

suit, or proceeding, whether civil, criminal, administrative, or investigative, other

than an action by or in the right of the corporation, by reason of the fact that the

person is or was a director, officer, employee, or agent of the corporation, or is

or was serving at the request of the corporation as a director, trustee, officer,

employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit

or for profit, a limited liability company, or a partnership, joint venture, trust,

or other enterprise, against expenses, including attorney's fees, judgments, fines,

and amounts paid in settlement actually and reasonably incurred by the person in connection

with such action, suit, or proceeding, if the person acted in good faith and in a

manner the person reasonably believed to be in or not opposed to the best interests

of the corporation, and, with respect to any criminal action or proceeding, if the

person had no reasonable cause to believe the person's conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement,

or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of

itself, create a presumption that the person did not act in good faith and in a manner

the person reasonably believed to be in or not opposed to the best interests of the

corporation, and, with respect to any criminal action or proceeding, the person had

reasonable cause to believe that the person's conduct was unlawful. (2) A corporation may indemnify or agree to indemnify any person who was or is a party,

or is threatened to be made a party, to any threatened, pending, or completed action

or suit by or in the right of the corporation to procure a judgment in its favor,

by reason of the fact that the person is or was a director, officer, employee, or

agent of the corporation, or is or was serving at the request of the corporation as

a director, trustee, officer, employee, member, manager, or agent of another corporation,

domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership,

joint venture, trust, or other enterprise, against expenses, including attorney's

fees, actually and reasonably incurred by the person in connection with the defense

or settlement of such action or suit, if the person acted in good faith and in a manner

the person reasonably believed to be in or not opposed to the best interests of the

corporation, except that no indemnification shall be made in respect of any of the

following: (a) Any claim, issue, or matter as to which such person is adjudged to be liable for

negligence or misconduct in the performance of the person's duty to the corporation

unless, and only to the extent that, the court of common pleas or the court in which

such action or suit was brought determines, upon application, that, despite the adjudication

of liability, but in view of all the circumstances of the case, such person is fairly

and reasonably entitled to indemnity for such expenses as the court of common pleas

or such other court shall deem proper; (b) Any action or suit in which the only liability asserted against a director is pursuant

to section 1701.95 of the Revised Code . (3) To the extent that a director, trustee, officer, employee, member, manager, or agent

has been successful on the merits or otherwise in defense of any action, suit, or

proceeding referred to in division (E)(1) or (2) of this section, or in defense of

any claim, issue, or matter in the action, suit, or proceeding, the person shall be

indemnified against expenses, including attorney's fees, actually and reasonably incurred

by the person in connection with the action, suit, or proceeding. (4) Any indemnification under division (E)(1) or (2) of this section, unless ordered

by a court, shall be made by the corporation only as authorized in the specific case,

upon a determination that indemnification of the director, trustee, officer, employee,

member, manager, or agent is proper in the circumstances because the person has met

the applicable standard of conduct set forth in division (E)(1) or (2) of this section.  Such determination shall be made as follows: (a) By a majority vote of a quorum consisting of directors of the indemnifying corporation

who were not and are not parties to or threatened with the action, suit, or proceeding

referred to in division (E)(1) or (2) of this section; (b) If the quorum described in division (E)(4)(a) of this section is not obtainable or

if a majority vote of a quorum of disinterested directors so directs, in a written

opinion by independent legal counsel other than an attorney, or a firm having associated

with it an attorney, who has been retained by or who has performed services for the

corporation or any person to be indemnified within the past five years; (c) By the shareholders; (d) By the court of common pleas or the court in which the action, suit, or proceeding

referred to in division (E)(1) or (2) of this section was brought. Any determination made by the disinterested directors under division (E)(4)(a) or

by independent legal counsel under division (E)(4)(b) of this section shall be promptly

communicated to the person who threatened or brought the action or suit by or in the

right of the corporation under division (E)(2) of this section, and, within ten days

after receipt of that notification, the person shall have the right to petition the

court of common pleas or the court in which the action or suit was brought to review

the reasonableness of that determination. (5)(a) Unless at the time of a director's act or omission that is the subject of an action,

suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles

or the regulations of a corporation state, by specific reference to this division,

that the provisions of this division do not apply to the corporation and unless the

only liability asserted against a director in an action, suit, or proceeding referred

to in division (E)(1) or (2) of this section is pursuant to section 1701.95 of the Revised Code , expenses, including attorney's fees, incurred by a director in defending the action,

suit, or proceeding shall be paid by the corporation as they are incurred, in advance

of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking

by or on behalf of the director in which the director agrees to do both of the following: (i) Repay that amount if it is proved by clear and convincing evidence in a court of

competent jurisdiction that the director's action or failure to act involved an act

or omission undertaken with deliberate intent to cause injury to the corporation or

undertaken with reckless disregard for the best interests of the corporation; (ii) Reasonably cooperate with the corporation concerning the action, suit, or proceeding. (b) Expenses, including attorney's fees, incurred by a director, trustee, officer, employee,

member, manager, or agent in defending any action, suit, or proceeding referred to

in division (E)(1) or (2) of this section, may be paid by the corporation as they

are incurred, in advance of the final disposition of the action, suit, or proceeding,

as authorized by the directors in the specific case, upon receipt of an undertaking

by or on behalf of the director, trustee, officer, employee, member, manager, or agent

to repay that amount, if it ultimately is determined that the person is not entitled

to be indemnified by the corporation. (6) The indemnification or advancement of expenses authorized by this section shall not

be exclusive of, and shall be in addition to, any other rights granted to those seeking

indemnification or advancement of expenses under the articles, the regulations, any

agreement, a vote of shareholders or disinterested directors, or otherwise, both as

to action in their official capacities and as to action in another capacity while

holding their offices or positions, and shall continue as to a person who has ceased

to be a director, trustee, officer, employee, member, manager, or agent and shall

inure to the benefit of the heirs, executors, and administrators of that person.  A right to indemnification or to advancement of expenses arising under a provision

of the articles or the regulations shall not be eliminated or impaired by an amendment

to that provision after the occurrence of the act or omission that becomes the subject

of the civil, criminal, administrative, or investigative action, suit, or proceeding

for which the indemnification or advancement of expenses is sought, unless the provision

in effect at the time of that act or omission explicitly authorizes that elimination

or impairment after the act or omission has occurred. (7) A corporation may purchase and maintain insurance or furnish similar protection,

including, but not limited to, trust funds, letters of credit, or self-insurance,

on behalf of or for any person who is or was a director, officer, employee, or agent

of the corporation, or is or was serving at the request of the corporation as a director,

trustee, officer, employee, member, manager, or agent of another corporation, domestic

or foreign, nonprofit or for profit, a limited liability company, or a partnership,

joint venture, trust, or other enterprise, against any liability asserted against

the person and incurred by the person in any such capacity, or arising out of the

person's status as such, whether or not the corporation would have the power to indemnify

the person against that liability under this section.  Insurance may be purchased from or maintained with a person in which the corporation

has a financial interest. (8) The authority of a corporation to indemnify persons pursuant to division (E)(1) or

(2) of this section does not limit the payment of expenses as they are incurred, indemnification,

insurance, or other protection that may be provided pursuant to divisions (E)(5),

(6), and (7) of this section.  Divisions (E)(1) and (2) of this section do not create any obligation to repay or

return payments made by the corporation pursuant to division (E)(5), (6), or (7). (9) As used in division (E) of this section, “ corporation ” includes all constituent entities in a consolidation or merger and the new or surviving

corporation, so that any person who is or was a director, officer, employee, trustee,

member, manager, or agent of such a constituent entity, or is or was serving at the

request of such constituent entity as a director, trustee, officer, employee, member,

manager, or agent of another corporation, domestic or foreign, nonprofit or for profit,

a limited liability company, or a partnership, joint venture, trust, or other enterprise,

shall stand in the same position under this section with respect to the new or surviving

corporation as the person would if the person had served the new or surviving corporation

in the same capacity. (F) In carrying out the purposes stated in its articles and subject to limitations prescribed

by law or in its articles, a corporation may: (1) Purchase or otherwise acquire, lease as lessee, invest in, hold, use, lease as lessor,

encumber, sell, exchange, transfer, and dispose of property of any description or

any interest in such property; (2) Make contracts; (3) Form or acquire the control of other corporations, domestic or foreign, whether nonprofit

or for profit; (4) Be a partner, member, associate, or participant in other enterprises or ventures,

whether profit or nonprofit; (5) Conduct its affairs in this state and elsewhere; (6) Borrow money, and issue, sell, and pledge its notes, bonds, and other evidences of

indebtedness, and secure any of its obligations by mortgage, pledge, or deed of trust

of all or any of its property, and guarantee or secure obligations of any person; (7) Resist a change or potential change in control of the corporation if the directors

by a majority vote of a quorum determine that the change or potential change is opposed

to or not in the best interests of the corporation: (a) Upon consideration of the interests of the corporation's shareholders and any of

the matters set forth in division (F) of section 1701.59 of the Revised Code ;  or (b) Because the amount or nature of the indebtedness and other obligations to which the

corporation or any successor or the property of either may become subject in connection

with the change or potential change in control provides reasonable grounds to believe

that, within a reasonable period of time, any of the following would apply: (i) The assets of the corporation or any successor would be or become less than its liabilities

plus its stated capital, if any; (ii) The corporation or any successor would be or become insolvent; (iii) Any voluntary or involuntary proceeding under the federal bankruptcy laws concerning

the corporation or any successor would be commenced by any person. (8) Do all things permitted by law and exercise all authority within the purposes stated

in its articles or incidental to its articles. (G) Irrespective of the purposes stated in its articles, but subject to limitations stated

in its articles, a corporation, in addition to the authority conferred by division

(F) of this section, may invest its funds not currently needed in its business in

any shares or other securities, to such extent that as a result of the investment

the corporation shall not acquire control of another corporation, business, or undertaking

the activities and operations of which are not incidental to the purposes stated in

its articles. (H) No lack of, or limitation upon, the authority of a corporation shall be asserted

in any action except (1) by the state in an action by it against the corporation,

(2) by or on behalf of the corporation against a director, an officer, or any shareholder

as such, (3) by a shareholder as such or by or on behalf of the holders of shares

of any class against the corporation, a director, an officer, or any shareholder as

such, or (4) in an action involving an alleged overissue of shares.  This division shall apply to any action brought in this state upon any contract

made in this state by a foreign corporation.