Corporate Bylaws (Code of Regulations) - Ohio

CODE OF REGULATIONS OF [____________________], an Ohio corporation

A for-profit corporation organized under the Ohio General Corporation Law, Ohio Rev. Code ch. 1701 (the "Act"). The terms "Regulations" and "Bylaws" are used interchangeably herein to refer to this code of regulations.

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Registered Agent
2. Article II — Shareholders
3. Article III — Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advancement of Expenses
8. Article VIII — Dividends and Distributions
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Regulations
12. Article XII — Emergency Regulations
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND REGISTERED AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Directors may from time to time determine. The corporation may also have offices at such other places, within or without the State of Ohio, as the Directors may designate or the business of the corporation may require.

Section 1.2 Statutory Agent. Pursuant to R.C. § 1701.07, the corporation shall continuously maintain an agent (the "statutory agent") upon whom process against the corporation may be served. The statutory agent is [____________________], whose address is [____________________]. The Directors may change the statutory agent or the agent's address from time to time by filing the appropriate writing with the Ohio Secretary of State.

ARTICLE II — SHAREHOLDERS

Section 2.1 Annual Meeting. Pursuant to R.C. § 1701.39, an annual meeting of shareholders for the election of directors and the consideration of reports to be laid before the meeting shall be held on [____________________], or on such other date and at such time as may be fixed by or in the manner provided in these Regulations. If the annual meeting is not held on the date designated, the Directors shall cause it to be held as soon thereafter as is convenient; failure to hold the annual meeting at the designated time does not affect otherwise valid corporate action.

Section 2.2 Special Meetings. Pursuant to R.C. § 1701.40, special meetings of shareholders may be called by the chairperson of the board, the president, the directors by action at a meeting or a majority of the directors acting without a meeting, the holders of at least twenty-five percent (25%) of all shares entitled to vote at the meeting (unless the Articles or these Regulations specify a smaller or larger proportion, not exceeding fifty percent), or such other persons as the Articles or these Regulations authorize. Business transacted at a special meeting is confined to the purpose(s) stated in the notice of the meeting.

Section 2.3 Place of Meetings; Communications Equipment. Meetings of shareholders shall be held at the principal office of the corporation or at any other place, within or without the State of Ohio, designated by the Directors or the persons calling the meeting, except as the Articles or these Regulations otherwise provide. As permitted by R.C. § 1701.40, the Directors may authorize shareholders who are not physically present at a meeting to attend, participate in, and vote at the meeting through the use of communications equipment.

Section 2.4 Notice of Meetings. Pursuant to R.C. § 1701.41, written notice stating the time, place (if any), and purpose(s) of each meeting of shareholders shall be given not less than seven (7) nor more than sixty (60) days before the date of the meeting (unless a longer or shorter period, within the limits permitted by the Act, is provided), to each shareholder of record entitled to notice of the meeting. Notice may be given personally, by mail, by overnight delivery service, or, to the extent permitted by the Act, by other authorized means.

Section 2.5 Waiver of Notice. Pursuant to R.C. § 1701.42, notice of the time, place, and purpose(s) of any meeting of shareholders may be waived in a writing signed by any shareholder entitled to the notice, whether before or after the meeting. Attendance of any shareholder at a meeting, in person or by proxy, without protesting the lack of proper notice prior to or at the commencement of the meeting, constitutes a waiver of notice by that shareholder.

Section 2.6 Record Date. Pursuant to R.C. § 1701.45, the Directors may fix a record date for the determination of shareholders entitled to notice of and to vote at a meeting, to receive a dividend or distribution, to act by written consent, or for any other purpose. A record date for a shareholders' meeting may not be more than sixty (60) days preceding the date of the meeting. If no record date is fixed, the record date is determined as provided in the Act.

Section 2.7 Quorum. Pursuant to R.C. § 1701.51, the shareholders present in person, by proxy, or by the use of communications equipment at a meeting constitute a quorum for the meeting, except that, unless the Articles or these Regulations provide otherwise, the holders of a majority of the voting shares represented at the meeting (whether or not a quorum is present) may adjourn the meeting from time to time. Except as otherwise required by the Act, the Articles, or these Regulations, the holders of shares entitling them to exercise a majority of the voting power of the corporation constitute a quorum, but no action required by law, the Articles, or these Regulations to be authorized or taken by a designated proportion of the shares may be authorized or taken by a lesser proportion.

Section 2.8 Voting. Pursuant to R.C. § 1701.51 and § 1701.52, except as the Act, the Articles, or these Regulations otherwise provide, each outstanding share entitles the holder to one (1) vote on each matter submitted to the shareholders, and, when a quorum is present, the affirmative vote of the holders of a majority of the voting shares represented at the meeting and entitled to vote on a matter is the act of the shareholders, unless the vote of a greater proportion is required by the Act, the Articles, or these Regulations. The election of directors is governed by R.C. § 1701.55 (cumulative voting on demand unless eliminated as permitted by the Act for certain corporations).

Section 2.9 Proxies. Pursuant to R.C. § 1701.48, a shareholder may be represented and vote at a meeting by a proxy appointed in a writing signed by the shareholder or by the shareholder's duly authorized attorney-in-fact, or by a verifiable communication authorized by the shareholder. Unless the appointment specifies a shorter or longer period (and subject to the limits of the Act), no appointment of a proxy is valid for more than eleven (11) months after it is made.

Section 2.10 Action Without a Meeting. Pursuant to R.C. § 1701.54, unless the Articles or these Regulations prohibit the authorization or taking of action of the shareholders without a meeting, any action that may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the shareholders who would be entitled to notice of a meeting held for that purpose. Such writing(s) shall be filed with or entered upon the records of the corporation. An electronic mail, telegram, or other transmission capable of authentication that appears to have been sent by such a shareholder and that contains an affirmative vote or approval is a signed writing for this purpose.

ARTICLE III — DIRECTORS

Section 3.1 Authority. Pursuant to R.C. § 1701.59, except where the law, the Articles, or these Regulations require action to be authorized or taken by the shareholders, all of the authority of the corporation shall be exercised by or under the direction of the Directors, subject to any provision of a close corporation agreement under R.C. § 1701.591.

Section 3.2 Number and Qualifications. Pursuant to R.C. § 1701.56, the number of directors shall be fixed by or in the manner provided in these Regulations, and may be fixed or changed at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of a majority of the voting shares, or by action of the directors as permitted by the Act. The number of directors is fixed at [____], provided that, except as the Act permits a corporation to have fewer, there shall be not fewer than three (3) directors unless there are fewer than three shareholders, in which case the number of directors may be less than three but not fewer than the number of shareholders. Directors need not be shareholders or residents of Ohio unless the Articles or these Regulations so require.

Section 3.3 Election and Term. Pursuant to R.C. § 1701.57, directors are elected at the annual meeting of shareholders, or at a special meeting called for that purpose, and (unless the directors are classified) hold office until the next annual meeting and until their successors are elected and qualified, subject to earlier death, resignation, or removal. The Articles or these Regulations may provide for classification of directors as permitted by R.C. § 1701.57.

Section 3.4 Resignation. A director may resign at any time by giving written notice to the corporation. The resignation is effective upon receipt of the notice or at any later time specified in the notice.

Section 3.5 Removal. Pursuant to R.C. § 1701.58, all the directors, or all the directors of a particular class, or any individual director may be removed from office, with or without cause, by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed, subject to the protections for directors elected by cumulative voting provided in that section.

Section 3.6 Vacancies. Pursuant to R.C. § 1701.58, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any vacancy in the board for the unexpired term, except that the shareholders may fill vacancies as provided in the Act.

Section 3.7 Meetings. Pursuant to R.C. § 1701.61, meetings of the Directors may be held at any place, within or without the State of Ohio, and may be called by the persons and held in the manner provided in these Regulations. Any meeting may be held through the use of communications equipment if all persons participating can hear each other, and participation by such means constitutes presence in person at the meeting.

Section 3.8 Notice of Meetings. Notice of the time and place of each meeting of the Directors (other than regular meetings held at times fixed by these Regulations or by resolution of the Directors) shall be given to each director at least [two (2)] days before the meeting, by any means reasonably calculated to provide actual notice. Notice may be waived in writing before or after the meeting, and attendance at a meeting without protest of the lack of proper notice constitutes a waiver of notice.

Section 3.9 Quorum and Voting. Pursuant to R.C. § 1701.61, unless the Articles or these Regulations provide otherwise, a majority of the whole authorized number of directors is necessary to constitute a quorum for a meeting of the Directors, except that a majority of the directors in office constitutes a quorum for filling a vacancy in the board. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the Directors, unless the act of a greater number is required by the Act, the Articles, or these Regulations.

Section 3.10 Action Without a Meeting. Pursuant to R.C. § 1701.54, unless the Articles or these Regulations prohibit it, any action that may be authorized or taken at a meeting of the Directors may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the directors, which writing(s) shall be filed with or entered upon the records of the corporation.

Section 3.11 Compensation. The Directors may fix reasonable compensation for directors for services to the corporation as directors or officers, and may provide for reimbursement of reasonable expenses, as permitted by the Act.

Section 3.12 Standard of Conduct. A director shall perform the duties of a director in good faith, in a manner the director reasonably believes to be in or not opposed to the best interests of the corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances, in accordance with R.C. § 1701.59.

ARTICLE IV — COMMITTEES

Section 4.1 Creation of Committees. Pursuant to R.C. § 1701.63, the Directors may, by resolution adopted by a majority of the whole authorized number of directors, create an executive committee or other committees, each consisting of one or more directors, and may delegate to any such committee any of the authority of the Directors, however conferred, other than the authority to fill vacancies among the directors or in any committee of the directors.

Section 4.2 Procedures. Each committee shall serve at the pleasure of the Directors, shall act only in the intervals between meetings of the Directors or as otherwise authorized, and is subject to the control and direction of the Directors. The provisions of these Regulations and the Act governing director meetings, notice and waiver of notice, quorum and voting, and action without a meeting apply to committees and their members to the extent consistent with the Act.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to R.C. § 1701.64, the officers of the corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairperson of the board, one or more vice presidents, and such other officers and assistant officers as the Directors may deem necessary. The president shall be a director; no other officer need be a director. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required to be executed, acknowledged, or verified by two or more officers, except as permitted by a close corporation agreement under R.C. § 1701.591.

Section 5.2 Election and Term. The officers are elected by the Directors and hold office at the pleasure of the Directors. Each officer holds office until a successor is elected or until the officer's earlier resignation or removal.

Section 5.3 Resignation and Removal. Pursuant to R.C. § 1701.64, an officer may resign at any time by giving written notice to the corporation, effective upon receipt or at a later time specified in the notice. The Directors may remove any officer at any time, with or without cause, but such removal is without prejudice to the contract rights, if any, of the officer removed.

Section 5.4 President. The president is the chief executive officer of the corporation (unless the Directors designate another officer as chief executive officer) and, subject to the direction of the Directors, has general supervision over the business and affairs of the corporation. The president shall preside at meetings of the shareholders and of the Directors (in the absence of a chairperson of the board) and shall perform such other duties as the Directors may assign.

Section 5.5 Secretary. The secretary shall keep the minutes of the meetings of the shareholders and the Directors, give notices required by the Act, the Articles, or these Regulations, be custodian of the corporate records and of the seal (if any), maintain the share transfer records, and perform such other duties as the Directors or the president may assign.

Section 5.6 Treasurer. The treasurer is the chief financial officer of the corporation and shall have charge and custody of and be responsible for the funds and securities of the corporation, keep accurate books and records of account, deposit corporate funds in depositories selected by the Directors, and perform such other duties as the Directors or the president may assign.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. The Directors may authorize the issuance of shares for the consideration permitted by the Act and the Articles. Shares may be certificated or uncertificated as determined by the Directors.

Section 6.2 Share Certificates. Pursuant to R.C. § 1701.24, if shares are represented by certificates, each certificate shall be signed by the chairperson of the board, the president, or a vice president and by the secretary, an assistant secretary, the treasurer, or an assistant treasurer, and shall state the name of the person to whom issued and the number and class (and series, if any) of shares the certificate represents, together with the other information required by the Act.

Section 6.3 Uncertificated Shares. Pursuant to R.C. § 1701.25, the Directors may provide that some or all of any or all classes and series of shares are uncertificated shares. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the shareholder the written notice required by the Act.

Section 6.4 Transfer of Shares. Pursuant to R.C. § 1701.26, transfers of shares are made on the books of the corporation only by the record holder thereof or by the holder's duly authorized attorney-in-fact, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any applicable transfer restrictions.

Section 6.5 Transfer Restrictions. The corporation may impose lawful restrictions on the transfer or registration of transfer of shares, including restrictions adopted under a close corporation agreement (R.C. § 1701.591) or under R.C. § 1701.11(B). Any such restriction shall be noted conspicuously on the certificate or, for uncertificated shares, contained in the information statement sent to the holder.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Directors may direct that a new certificate (or uncertificated shares) be issued in place of any certificate alleged to have been lost, stolen, or destroyed upon receipt of an affidavit of that fact and, if the Directors require, a bond sufficient to indemnify the corporation.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1 Indemnification — Third-Party Proceedings. To the fullest extent permitted by R.C. § 1701.13(E)(1), the corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another enterprise, against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the person did not meet the applicable standard of conduct.

Section 7.2 Indemnification — Derivative Proceedings. To the fullest extent permitted by R.C. § 1701.13(E)(2), the corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation (or served another enterprise at the corporation's request), against expenses (including attorney's fees) actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made (a) in respect of any claim, issue, or matter as to which the person is adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation unless, and only to the extent that, the court determines that the person is fairly and reasonably entitled to indemnity; or (b) in any action or suit in which the only liability asserted against a director is pursuant to R.C. § 1701.95.

Section 7.3 Mandatory Indemnification for Successful Defense. Pursuant to R.C. § 1701.13(E)(3), to the extent that a director, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 7.1 or 7.2, or in defense of any claim, issue, or matter therein, the person shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred in connection therewith.

Section 7.4 Determination of Permissibility. Any indemnification under Section 7.1 or 7.2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper because the person has met the applicable standard of conduct. Such determination shall be made, as provided in R.C. § 1701.13(E)(4): (a) by a majority vote of a quorum consisting of disinterested directors; (b) if such a quorum is not obtainable or if a majority vote of disinterested directors so directs, by independent legal counsel in a written opinion; (c) by the shareholders; or (d) by the court of common pleas or the court in which the proceeding was brought.

Section 7.5 Mandatory Advancement of Director Expenses. Pursuant to R.C. § 1701.13(E)(5)(a), and unless the Articles or these Regulations state, by specific reference to that division, that it does not apply to the corporation, expenses (including attorney's fees) incurred by a director in defending any action, suit, or proceeding referred to in Section 7.1 or 7.2 shall be paid by the corporation as they are incurred, in advance of the final disposition of the proceeding, upon receipt of an undertaking by or on behalf of the director in which the director agrees to: (i) repay the amount advanced if it is proved by clear and convincing evidence in a court of competent jurisdiction that the director's action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation; and (ii) reasonably cooperate with the corporation concerning the proceeding. This Section does not apply where the only liability asserted against the director is pursuant to R.C. § 1701.95.

Section 7.6 Permissive Advancement for Others. Pursuant to R.C. § 1701.13(E)(5)(b), expenses (including attorney's fees) incurred by a director, trustee, officer, employee, member, manager, or agent in defending any action, suit, or proceeding referred to in Section 7.1 or 7.2 may be paid by the corporation as they are incurred, in advance of final disposition, as authorized by the Directors in the specific case, upon receipt of an undertaking to repay the amount if it is ultimately determined that the person is not entitled to be indemnified by the corporation.

Section 7.7 Non-Exclusivity; Continuation. Pursuant to R.C. § 1701.13(E)(6), the indemnification and advancement of expenses provided by this Article are not exclusive of, and are in addition to, any other rights granted under the Articles, these Regulations, any agreement, a vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and continue as to a person who has ceased to serve and inure to the benefit of the person's heirs, executors, and administrators. A right to indemnification or advancement arising under the Articles or these Regulations may not be eliminated or impaired by an amendment after the occurrence of the act or omission that is the subject of the proceeding.

Section 7.8 Insurance. Pursuant to R.C. § 1701.13(E)(7), the corporation may purchase and maintain insurance, or furnish similar protection (including a trust fund, letter of credit, or self-insurance), on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving another enterprise at the corporation's request, against any liability asserted against and incurred by the person in any such capacity, whether or not the corporation would have the power to indemnify the person against that liability under this Article.

ARTICLE VIII — DIVIDENDS AND DISTRIBUTIONS

Section 8.1 Authorization. Subject to the Articles and to the limitations of R.C. § 1701.33, the Directors may declare and the corporation may pay dividends and make distributions to its shareholders in cash, property, or the corporation's own shares, at such times and in such amounts as the Directors determine.

Section 8.2 Limitations. No dividend or distribution shall be paid or made if it would be contrary to R.C. § 1701.33, including the requirement that the corporation be able to pay its debts as they become due in the ordinary course of business and that capital be preserved as required by that section and the Articles.

Section 8.3 Record Date for Distributions. The Directors may fix a record date for the determination of shareholders entitled to receive a dividend or distribution in the manner provided in R.C. § 1701.45 and Section 2.6 of these Regulations.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Books and Records. Pursuant to R.C. § 1701.37, the corporation shall keep correct and complete books and records of account, minutes of the proceedings of its shareholders and Directors, and records of its shareholders showing their names and addresses and the number and class of shares issued or transferred of record to or by them. The records may be kept in any form capable of conversion into written form within a reasonable time.

Section 9.2 Inspection Rights. Pursuant to R.C. § 1701.37(C), any shareholder of the corporation, upon written demand stating the specific purpose thereof, has the right to examine in person or by agent or attorney, at any reasonable time and for any reasonable and proper purpose, the Articles, these Regulations, the records of shareholders, and the minutes and records of the corporation specified in that section, and to make copies or extracts therefrom.

Section 9.3 Financial Statements. Upon the written request of any shareholder, the corporation shall furnish the shareholder financial statements as provided in R.C. § 1701.38.

Section 9.4 Reports. The corporation shall make and file such reports as are required by applicable law and shall maintain copies thereof with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. Pursuant to R.C. § 1701.13(B), the corporation may adopt and alter a corporate seal and use the same or a facsimile thereof; the failure to affix a corporate seal does not affect the validity of any instrument. The corporation need not have a corporate seal.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Directors may determine by resolution.

Section 10.3 No Constructive Notice of Regulations. As provided in R.C. § 1701.11(E), no person dealing with the corporation shall be charged with constructive notice of these Regulations.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Regulations and the Articles or the Act, the Articles or the Act, as applicable, shall control. A valid close corporation agreement under R.C. § 1701.591 controls over inconsistent provisions of these Regulations to the extent provided by that section.

Section 10.5 Severability. If any provision of these Regulations is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF REGULATIONS

Section 11.1 Adoption and Amendment. Pursuant to R.C. § 1701.11(A), these Regulations may be adopted, amended, or repealed in any of the following ways: (a) within ninety (90) days after the corporation is formed, by the directors in accordance with R.C. § 1701.10(A)(1); (b) by the shareholders at a meeting held for that purpose, by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power on the proposal (or a greater proportion if the Articles or these Regulations so provide); (c) without a meeting, by the written consent of the holders of shares entitling them to exercise two-thirds of the voting power on the proposal (or a greater or lesser proportion, but not less than a majority, if the Articles or these Regulations so provide or permit); or (d) if and to the extent the Articles or these Regulations so provide or permit and unless the Act reserves the authority to shareholders, by the directors — provided that no provision of the Articles or these Regulations may divest or limit the shareholders' power to adopt, amend, or repeal these Regulations.

Section 11.2 Notice of Amendment Not Adopted at a Meeting. Pursuant to R.C. § 1701.11(D), if these Regulations are amended or new regulations adopted other than by the shareholders at a meeting held for that purpose, the secretary shall send a copy of the amendment or new regulations to each shareholder of record as of the date of adoption, in the manner provided in that section (subject to the alternative compliance method available to certain reporting corporations).

ARTICLE XII — EMERGENCY REGULATIONS

Section 12.1 Adoption of Emergency Regulations. Pursuant to R.C. § 1701.11(C), the shareholders of the corporation may adopt, and may authorize the Directors to adopt, either before or during an emergency (as defined in R.C. § 1701.01(U)), emergency regulations that are operative only during an emergency. The emergency regulations may include any provisions authorized to be included in regulations by R.C. § 1701.11(A) and (B) and, unless expressly prohibited by the Articles or these Regulations, may make any provision practical or necessary with respect to the matters listed in R.C. § 1701.11(C), including the calling, notice, conduct, and quorum of director meetings; the creation and appointment of committees; the filling of vacancies in director and officer positions; and the order of rank and succession to the duties and authority of officers.

Section 12.2 Special Rules During an Emergency. Pursuant to R.C. § 1701.11(F), unless expressly prohibited by the Articles or these Regulations or otherwise provided by the emergency regulations, during an emergency: (a) meetings of the Directors may be called by any officer or director; (b) notice of each director meeting shall be given to such of the directors as it is feasible to reach, by such means as are practicable at the time; (c) the director or directors present at any duly called meeting constitute a quorum, and, in the absence of one or more directors, the directors present may appoint one or more officers as directors for the meeting; (d) if no director attends a duly called meeting, the officers present (not exceeding three, in order of rank) are directors for the meeting and constitute a quorum; and (e) if the chief executive officer is unavailable, the next-ranking available officer assumes the duties and authority of that office until the Directors otherwise order.

Section 12.3 Effect. Corporate action taken in good faith in accordance with the emergency regulations or the emergency provisions of the Act binds the corporation and may not be used to impose liability on any director, officer, employee, or agent. To the extent not inconsistent with any emergency regulations so adopted, these Regulations remain in effect during the emergency, and upon termination of the emergency the emergency regulations cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], an Ohio corporation, hereby certifies that the foregoing Code of Regulations was duly adopted as the code of regulations of the corporation [by the directors within ninety (90) days after formation pursuant to R.C. § 1701.10(A)(1) / by the shareholders pursuant to R.C. § 1701.11(A)] on [__/__/____], and that such Regulations have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Ohio General Corporation Law, Ohio Rev. Code ch. 1701 (R.C. § 1701.01 et seq.)
• R.C. § 1701.01 (definitions, including "emergency"); § 1701.07 (statutory agent)
• R.C. § 1701.10 (initial regulations adopted by directors); § 1701.11 (regulations; permitted provisions; emergency regulations; no constructive notice; notice of amendment)
• R.C. § 1701.13(B) (corporate seal); § 1701.13(E) (indemnification): (E)(1) third-party proceedings; (E)(2) derivative proceedings; (E)(3) mandatory indemnification for success; (E)(4) determination of permissibility; (E)(5)(a) mandatory advancement of director expenses (opt-out by specific reference); (E)(5)(b) permissive advancement for officers/employees/agents; (E)(6) non-exclusivity; (E)(7) insurance
• R.C. § 1701.24 (share certificates); § 1701.25 (uncertificated shares); § 1701.26 (transfer of shares)
• R.C. § 1701.33 (dividends and distributions); § 1701.37 (books, records, and inspection); § 1701.38 (financial statements)
• R.C. § 1701.39 (annual meeting); § 1701.40 (special meetings; communications equipment); § 1701.41 (notice of meetings); § 1701.42 (waiver of notice); § 1701.45 (record date); § 1701.48 (proxies); § 1701.51 (quorum); § 1701.52 (voting); § 1701.54 (action by shareholders or directors without a meeting); § 1701.55 (election of directors; cumulative voting)
• R.C. § 1701.56 (number of directors); § 1701.57 (election, term, classification); § 1701.58 (removal; vacancies); § 1701.59 (authority and standard of conduct of directors); § 1701.61 (director meetings; quorum); § 1701.63 (committees); § 1701.64 (officers)
• R.C. § 1701.591 (close corporation agreement); § 1701.95 (liability of directors for unlawful loans, dividends, or distributions)