Ohio § 1729.58

§ 1729.58.

(A) When an association is dissolved voluntarily, when the articles of incorporation

of an association have been canceled, when a final order of a court of common pleas

is made dissolving an association under section 1729.59 of the Revised Code , or when the period of existence of the association specified in its articles of

incorporation has expired, the association shall cease to carry on business and shall

do only such acts as are required to wind up its affairs or to obtain reinstatement

of the articles in accordance with section 1729.11 of the Revised Code . (B) Any claim existing or action or proceeding pending by or against the association

or which would have accrued against it may be prosecuted to judgment, with right of

appeal as in other cases, but any proceeding, execution, or process, or the satisfaction

or performance of any order, judgment, or decree, may be stayed as provided in section 1729.59 of the Revised Code . (C) Any process, notice, or demand against the association may be served by delivering

a copy to an officer, director, liquidator, or person having charge of its assets

or, if no such person can be found, to the statutory agent. (D) The directors of the association or their successors shall act as the board of directors

in accordance with the articles of incorporation and bylaws until the affairs of the

association are completely wound up.  Subject to the orders of courts of this state having jurisdiction over the association,

the directors shall proceed as speedily as is practicable to a complete winding up

of the affairs of the association and, to the extent necessary or expedient to that

end, shall exercise all the authority of the association.  Without limiting the generality of such authority, the directors may fill vacancies;

 elect officers;  carry out contracts of the association;  make new contracts;  borrow

money;  mortgage or pledge the property of the association as security;  sell its

assets at public or private sale;  make conveyances in the association's name;  lease

real estate for any term, including ninety-nine years renewable forever;  settle or

compromise claims in favor of or against the association;  appoint or employ one or

more persons as liquidators to wind up the affairs of the association with authority

as the directors see fit to grant;  cause the title to any of the assets of the association

to be conveyed to such liquidators for that purpose;  apply assets to the payment

of obligations;  and, after paying or adequately providing for the payment of all

known obligations of the association, distribute the remainder of the assets either

in cash or in kind among the members, patrons, and stockholders according to their

respective rights and interests.  In addition, the directors may perform all other acts necessary or expedient to

the winding up of the affairs of the association. (E) The directors, or any liquidator to whom the directors grant such authority, in the

course of winding up the association's affairs, shall apply the assets of the association

in the following order: (1) To expenses incidental to winding up the association's affairs; (2) To all legally enforceable liabilities and obligations of the association due claimants

and creditors; (3) To the stockholders, members, and patrons of the association as provided in the association's

articles of incorporation or bylaws. (F) Without limiting the authority of the directors, any action within the purview of

this section that is authorized or approved at a meeting of the members by sixty per

cent of the member votes cast thereon shall be conclusive for all purposes upon all

members, patrons, and stockholders of the association. (G) All deeds and other instruments of the association shall be in the name of the association

and shall be executed, acknowledged, and delivered by the officers appointed by the

directors. (H) At any time during the winding up of its affairs, the association by its directors

may make application to the court of common pleas of the county in this state in which

the principal place of business of the association is located to have the winding

up continued under supervision of the court, as provided in section 1729.59 of the Revised Code .  However, if the association has no principal place of business in this state, the

application described in this division may be made to a court of common pleas in the

county in this state where the statutory agent resides.