Ohio Code 1702.42 – Agreement of merger or consolidation – vote by members
(A) The directors of each constituent domestic corporation, upon approving an agreement of merger or consolidation, shall direct that the agreement be submitted to the voting members entitled to vote on it at a meeting of voting members of that corporation held for that purpose. Notice of the meeting shall be given to all members of the constituent domestic corporation entitled to vote at the meeting. The notice shall be accompanied by a copy or summary of the material terms of the agreement.
Terms Used In Ohio Code 1702.42
- Articles: includes original articles of incorporation, agreements of merger or consolidation if and only to the extent that articles of incorporation are adopted or amended in the agreements, amended articles, and amendments to any of these, and, in the case of a corporation created before September 1, 1851, the special charter and any amendments to it made by special act of the general assembly or pursuant to general law. See Ohio Code 1702.01
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Directors: means the persons vested with the authority to conduct the affairs of the corporation irrespective of the name, such as trustees, by which they are designated. See Ohio Code 1702.01
- domestic corporation: means a nonprofit corporation formed under the laws of this state, or a business corporation formed under the laws of this state that, by amendment to its articles as provided by law, becomes a nonprofit corporation. See Ohio Code 1702.01
- Entity: means any of the following:
(1) A corporation existing under the laws of this state or any other state;
(2) A business corporation existing under the laws of this state or any other state;
(3) Any of the following organizations existing under the laws of this state, the United States, or any other state:
(a) A common law trust;
(b) An unincorporated business, for profit or nonprofit organization, including a general or limited partnership or limited liability partnership;
(c) A limited liability company;
(d) A for profit corporation;
(e) An unincorporated nonprofit association. See Ohio Code 1702.01
- Member: means one having membership rights and privileges in a corporation in accordance with its articles or regulations. See Ohio Code 1702.01
- Person: includes , but is not limited to, a nonprofit corporation, a business corporation, a partnership, an unincorporated society or association, and two or more persons having a joint or common interest. See Ohio Code 1702.01
- Quorum: The number of legislators that must be present to do business.
- Voting member: means a member possessing voting rights, either generally or in respect of the particular question involved, as the case may be. See Ohio Code 1702.01
(B)(1) At each meeting described in division (A) of this section, a vote of the members shall be taken on the proposed agreement. In order to be adopted, the agreement, including any amendments or additions to the agreement proposed at each such meeting, shall receive the affirmative vote of a majority of the voting members of each constituent domestic corporation present at that meeting in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy if a quorum is present, or, if the articles or the regulations of that corporation provide or permit, the affirmative vote of a greater or lesser proportion or number of the voting members, and the affirmative vote of the voting members of any particular class that is required by the articles or the regulations of that corporation. If the agreement would effect or authorize any particular corporate action that, under any applicable provision of law or under the articles, could be effected or authorized only by or pursuant to a specified vote of the members, the agreement, including any amendments or additions to the agreement proposed at each such meeting, shall be adopted by the same affirmative vote as would be required for that action.
(2) For purposes of division (B)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum.
(C) At any time prior to the filing of the agreement, the merger or consolidation may be abandoned by the directors of one or more of the constituent domestic corporations or the comparable representatives of any other constituent entity, if the power of abandonment is conferred either by the agreement or by the same vote or action as is required to adopt that agreement.