Ohio § 1701.70

§ 1701.70.

(A) If initial directors are not named in the articles, before subscriptions to shares

have been received and before the incorporators have elected directors, the incorporators

may adopt an amendment to the articles by a writing signed by them.  If initial directors are named in the articles, or if the incorporators have elected

directors and have not received subscriptions, then before subscriptions to shares

have been received, the directors may adopt an amendment to the articles. (B) The directors may adopt an amendment to the articles in the following cases: (1) When and to the extent authorized by the articles, the directors may adopt an amendment

determining, in whole or in part, the express terms, within the limits set forth in

this chapter, of any class of shares before the issuance of any shares of that class,

or of one or more series within a class before the issuance of shares of that series.  When no shares of a series created by an amendment to the articles under division

(B)(1) of this section have been issued and no option or right to acquire any share

of that series is outstanding, the directors may adopt an amendment to reduce the

number of shares in that series or to eliminate from the articles all references to

the series and to make other appropriate changes that are required by the elimination

of the series. (2) When the corporation has issued shares or obligations convertible into shares of

the corporation or has granted options to purchase any shares, and the conversion

or option rights are set forth in the articles or have been approved by the same vote

of shareholders as, at the time of the approval, would have been required to amend

the articles to authorize the shares required for that purpose, and the corporation

does not have sufficient authorized but unissued shares to satisfy those conversion

or option rights, the directors may adopt an amendment to authorize the shares. (3) Whenever shares of any class or series have been redeemed, or have been surrendered

to or acquired by the corporation upon conversion, exchange, purchase, or otherwise,

the directors may adopt an amendment to reduce the authorized number of shares of

that class or series by the number so redeemed, surrendered, or acquired;  and when

all of the issued shares of a class or series have been redeemed or surrendered to

or acquired by the corporation, the directors may adopt an amendment to eliminate

from the articles all references to the shares of that class or series and to make

other appropriate changes that are required by the elimination. (4) When articles have been amended and any change of issued or unissued shares provided

for in the amendment or amended articles has become effective, the directors may adopt

an amendment to eliminate from the articles all references to the change of shares

and to make any other appropriate changes that are required by the elimination;  however,

an amendment to articles that is so adopted by the directors shall contain a statement

with respect to the authorized number and the par value, if any, of the shares of

each class. (5) After a merger or consolidation, in which the surviving or new corporation is a domestic

corporation, becomes effective, the directors may adopt an amendment: (a) To eliminate from the articles any statement or provision pertaining exclusively

to the merger or consolidation, or that was required to be set forth in the agreement

of merger or consolidation and that would not be required in original articles or

amendments to articles filed at the time the statement or provision was adopted; (b) To make any other appropriate changes required by that elimination. An amendment to articles adopted by the directors under division (B)(5) of this section

need not contain or continue any statement with respect to the amount of stated capital. (6) Unless otherwise provided in the articles, the directors may adopt an amendment changing

the name of the corporation. (7) The directors may adopt an amendment changing the place in this state where the principal

office of the corporation is to be located. (8) When the directors have declared a dividend or distribution on any class of outstanding

shares of the corporation to be paid in shares of the same class, the directors may

adopt an amendment to proportionately increase the authorized number of shares of

the class, provided that the corporation has only one class of shares outstanding

or the dividend or distribution is not substantially prejudicial to the holders of

any other class of the corporation's shares, and further provided that such an amendment

be adopted concurrently with the amendment described in division (B)(10) of this section

when the dividend or distribution is declared on outstanding shares with par value. (9) The directors may adopt an amendment to change each issued and unissued authorized

share of an outstanding class into a greater number of shares of that class and to

proportionately increase the authorized number of shares of that class, provided that

the corporation has only one class of shares outstanding or the change is not substantially

prejudicial to the holders of any other class of the corporation's shares, and further

provided that such an amendment be adopted concurrently with the amendment described

in division (B)(10) of this section when the change is made to outstanding shares

with par value. (10) Concurrently with the adoption of an amendment under division (B)(8) or (9) of this

section, the directors may adopt an amendment decreasing the par value of issued and

unissued shares of a particular class to the extent necessary to prevent an increase

in the aggregate par value of the outstanding shares of the class as a result of the

dividend or distribution described in division (B)(8) of this section or the change

described in division (B)(9) of this section. (C) If a vote on the adoption of an amendment is required by division (B)(4) of section 1701.71 of the Revised Code , any amendment to the articles adopted pursuant to division (B) of this section that

creates a class or series of shares the express terms of which provide for the convertibility

of the shares into shares of another class shall also require the approval of the

holders, voting as a class, of any issued and outstanding shares into which the shares

may be converted. (D) Divisions (B)(6) to (10) of this section shall not apply to a corporation with one

hundred or fewer shareholders unless the corporation was created on or after May 16,

2002, or the articles of the corporation have been amended in compliance with section 1701.71 or 1701.73 of the Revised Code specifically to make those divisions applicable.