Ohio § 1729.47

§ 1729.47.

(A) If the association's articles of incorporation or bylaws do not provide a reasonable

basis for determining and paying fair cash value of the stock that is the subject

of the demand for payment of fair cash value, and the affected stockholder has not

agreed upon a fair cash value of the stock that is the subject of the demand within

three months after delivery of the demand for payment of fair cash value, the affected

stockholder, within thirty days thereafter, may file a complaint for recovery of fair

cash value of the stock from the association or the surviving, new, or resulting association

or entity in the court of common pleas of the county in which the principal place

of business of the association that issued the stock is or was located.  However, if the principal place of business of an association is not within this

state, then the complaint described in this division shall be filed in the court of

common pleas of the county in which the association's statutory agent resides.  Other affected stockholders who have made timely demand for payment of fair cash

value may join as plaintiffs in the proceeding, and any two or more proceedings commenced

by affected stockholders may be consolidated.  The complaint shall contain a brief statement of the relevant facts, including the

vote by members of the association, the facts entitling the stockholder to relief

under this section, and a demand for that relief.  Notwithstanding the Rules of Civil Procedure, no answer to a complaint filed under

this section is required. (B) Upon filing the complaint and upon motion of the complainant, the court shall fix

a date for hearing on the complaint and require service of a notice of the complaint

and the date for hearing on the defendant in the manner prescribed in the Rules of

Civil Procedure for service of process. (C) On the date fixed for the hearing or any adjournment thereof, the court shall determine

from the complaint and any evidence submitted at the hearing by the parties, whether

the affected stockholder is entitled to the fair cash value of stock that is the subject

of the demand and, if the stockholder is to be so paid, the number and class of stock

for which payment is to be made. (D) If the court finds that the affected stockholder is to be paid, it may appoint one

or more persons as appraisers to receive evidence as to the fair cash value.  The appraisers shall have the power and authority that the court specifies in the

order of appointment, and the court shall fix reasonable compensation for the appraisers.  After receiving the recommendation of any appointed appraiser, or if appraisers

are not appointed, the court shall make findings as to the fair cash value and render

judgment for the payment of that fair cash value and interest at the rate and from

the date the court considers equitable.  The costs of the proceeding, including compensation of the appointed appraisers

as fixed by the court, shall be assessed as the court considers equitable. (E) The proceeding on the complaint for fair cash value is a special proceeding, and

final orders in it may be vacated, modified, or reversed on appeal pursuant to the

Rules of Appellate Procedure and, to the extent not in conflict with those rules,

Chapter 2505. of the Revised Code.