Ohio § 1747.05

§ 1747.05.

(A) Subject to the limitations of division (C) of this section, every real estate investment

trust authorized to transact real estate business in this state has the following

general powers: (1) To take, hold, and dispose of any estate or interest in real or personal property; (2) To sue and be sued, complain and defend, in all courts; (3) To transact its business, carry on its operations, and exercise the powers granted

by this chapter in any state; (4) To make contracts, incur liabilities, lend or borrow money and to receive or give

security therefor;  to sell, mortgage, lease, pledge, exchange, convey, transfer,

and otherwise dispose of all or any part of its property and assets;  to issue bonds,

notes, and other obligations and secure them by mortgage or deed of trust of all or

any part of its property, franchises, or income; (5) To acquire by purchase or in any other manner and to take, receive, own, hold, use,

employ, improve, encumber, and otherwise deal in or with real or personal property

or any interests in the property, wherever situated; (6) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote,

use, employ, sell, mortgage, loan, pledge, or otherwise dispose of, and otherwise

use and deal in and with, securities, shares, or other interests in or obligations

of domestic or foreign corporations, other real estate investment trusts, associations,

partnerships, and individuals, or direct or indirect obligations of any state or municipal

corporation, or any instrumentality thereof; (7) To elect or appoint trustees, officers, and agents of the trust for the period of

time the trust instrument or bylaws provides, to define the authority and duties of

such trustees, officers, and agents, and to adopt and operate employee and officer

benefit plans; (8) To make and alter bylaws not inconsistent with law or with its trust instrument for

regulating the government of the trust and for the administration of its affairs; (9) To curtail or cease its trust activities by a partial or complete distribution of

its assets and to terminate its existence by voluntary dissolutions; (10) To exercise the foregoing powers in the business name of the trust or in the name

of one or more of its trustees or nominees; (11) To exercise the foregoing powers by acting through one or more of its duly authorized

trustees, officers, or agents; (12) Generally, to exercise the powers set forth in its trust instrument and those granted

by law and to do every other act or thing not inconsistent with law, which may be

appropriate to promote and attain the purposes set forth in its trust instrument. (B) The original or a copy of the record of the proceedings or meetings of holders of

certificates of beneficial interest in the trust estate of a real estate investment

trust authorized to transact real estate business in this state or of the trustees

shall be prima-facie evidence of the facts stated therein when certified to be true

by a trustee, secretary, or assistant secretary of the real estate investment trust.  Every meeting referred to in such certified original or copy shall be deemed duly

called and held, all motions and resolutions adopted and proceedings had at such meeting

shall be deemed duly adopted and had, and all elections or appointments of trustees,

officers, or agents chosen at such meeting shall be deemed valid, until the contrary

is proven.  If a person who is not a holder of a certificate of beneficial interest in the trust

estate has acted in good faith in reliance upon any such certified original or copy

of such record, it is conclusive in his favor. (C) Nothing in this section grants a real estate investment trust any power that would

violate the public policy of this state, nor shall any such trust be authorized to

engage in any business that a private corporation for profit organized under the laws

of this state may not legally transact, nor does anything in this section grant to

any such trust any power or authorize any action specifically denied by the terms

or operation of its trust instrument.