Ohio Code § 1701.56
Ohio Code § 1701.56. Reproduced from the official Ohio Revised Code, with a citation summary, verification link, and related provisions.
§ 1701.56.
(A) Except as provided in division (B) of this section and section 1701.911 of the Revised Code : (1) The number of directors may be fixed by the articles or the regulations, but the
number so fixed shall not be less than one. (2) Unless the articles or the regulations fix the number of directors or provide the
manner in which such number may be fixed or changed by the shareholders, the number
may be fixed or changed to a number not less than one 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 shares which are represented
at the meeting and entitled to vote on the proposal. In addition to the authority of the shareholders to fix or change the number of
directors and the manner in which such number may be fixed or changed, the articles
or the regulations may authorize the directors to change the number of directors,
may specify the manner in which the directors are to change the number of directors
and limitations upon the directors' use of this authority, and may authorize the directors
who are in office to fill any director's office that is created by an increase in
the number of directors. No reduction in the number of directors shall of itself have the effect of shortening
the term of any incumbent director. (3) The directors shall be natural persons of at least eighteen years of age and shall
have such qualifications, if any, as are stated in the articles or the regulations. (4) The directors may elect a chairperson of the board who shall be a director. Unless otherwise provided in the articles or regulations or in a resolution of the
directors, the chairperson of the board is not an officer of the corporation. (B) The court of common pleas of the county in which a corporation maintains its principal
office may, pursuant to division (A) of section 1701.911 of the Revised Code , order the appointment of a provisional director for the corporation without regard
to the number or qualifications of directors stated in the articles or regulations
of the corporation.
Source: official Ohio text · Last verified 2026-08-27
At a glance
- Citation: Ohio Revised Code § 1701.56
- Jurisdiction: Ohio
- Code: Ohio Revised Code
- Text: transcribed from the official source (verify below)
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Statute text is transcribed from the official Ohio Revised Code. Confirm it against the primary source before relying on it:
Not legal advice. Verify against the official source and consult a licensed Ohio attorney.
Common questions
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The text above is transcribed from the Ohio Revised Code, the codified statutes of Ohio. The official publisher link appears under "Verify the text" on this page.
What subject does Ohio Revised Code § 1701.56 address?
It addresses the rule set out in the section text. Read the section together with the surrounding provisions listed under "Nearby provisions" for the full picture.
Is Ohio Revised Code § 1701.56 still in force?
Statutes are amended, repealed, and renumbered every session. Confirm the current version at the official Ohio source before relying on this text.
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