Ohio § 1701.40

§ 1701.40.

(A) Meetings of shareholders may be called by any of the following: (1) The chairperson of the board, the president, or, in case of the president's absence,

death, or disability, the vice-president authorized to exercise the authority of the

president; (2) The directors by action at a meeting, or a majority of the directors acting without

a meeting; (3) Persons who hold twenty-five per cent of all shares outstanding and entitled to vote

at the meeting, unless the articles, the regulations adopted by the shareholders,

or the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code specify for that purpose a smaller or larger proportion but not in excess of fifty

per cent; (4) Such other officers or persons as the articles or the regulations authorize to call

the meetings. (B) Meetings of shareholders may be held either within or without this state if so provided

in the articles or the regulations.  The articles or regulations may authorize the directors to determine that the meeting

shall not be held at any physical place, but instead may be held solely by means of

communications equipment as authorized by division (C) of this section.  If the corporation is an issuing public corporation and the articles or regulations

do not require that a meeting be held at a particular physical place and also authorize

the directors to fix the place of the meeting, the directors may determine that the

meeting shall not be held at any physical place, but instead may be held solely by

means of communications equipment as authorized by division (C) of this section.  In the absence of any such provision, all meetings shall be held at the principal

office of the corporation in this state. (C) If authorized by the directors, the shareholders and proxyholders who are not physically

present at a meeting of shareholders may attend a meeting of shareholders by use of

communications equipment that enables the shareholder or proxyholder an opportunity

to participate in the meeting and to vote on matters submitted to the shareholders,

including an opportunity to read or hear the proceedings of the meeting and to speak

or otherwise participate in the proceedings contemporaneously with those physically

present.  Any shareholder using communications equipment will be deemed present in person

at the meeting whether the meeting is to be held at a designated place or solely by

means of communications equipment.  The directors may adopt guidelines and procedures for the use of communications

equipment in connection with a meeting of shareholders to permit the corporation to

verify that a person is a shareholder or proxyholder and to maintain a record of any

vote or other action.