From the Statehouse 2007 No. 11
by Jennifer Garrison
Jun. 8, 2007
FROM THE STATEHOUSE – June 7, 2007
Over the past two weeks, nearly all the activity in the Ohio House has occurred in committee with few votes on the House floor. Committee hearings have taken place on divestiture of Iran and Sudan investments by Ohio’s public pensions; eminent domain reform bill and the video access provider bill.
On Wednesday, the Ohio House waited for a number of hours to vote on Amended House Bill 151. I received numerous calls from public pension members in this district who were concerned the bill would reduce the value of their pensions.
Basically, the bill required Ohio’s 5 public pensions to divest their holdings in foreign based companies that do substantial scrutinized business activities in Sudan and Iran. The bill was changed considerably in the committee process. Originally, the bill limited investment in over 100 companies which was reduced to 19 after more scrutiny. The bill did not come up for a vote this week and may not, as the public pensions are working with the Speaker and the Committee Members to voluntarily divest in a way that does not risk the value of the pensions.
House Bill 134 is a clean up bill to Substitute House Bill 301, which passed last year, updating and streamlining Ohio’s corporation, securities and business laws while preserving the rights of investors and management. House Bill 134 changes Ohio law to permit, but not require an Ohio corporation to amend their articles of incorporation to require majority voting in the election of their directors instead of a plurality of votes. This bill is supported by the Ohio State Bar Association.
In majority elections each director nominee must receive a majority of the shares voted to be elected. In plurality elections the nominee with the most votes wins. In the corporate context, most elections are uncontested. This usually means the board of directors gets re-elected and share-holders have little say. This mechanism holds the board of directors more accountable to the shareholders.
Shareholders for First Energy, Dayton Power and Light and Converges in recent years put forth resolutions to require majority voting in their director elections. First Energy and Dayton Power and Light’s resolutions did not pass. Converges resolution did pass. Since Ohio law did not allow majority voting, Converges left the state and re-incorporated in Delaware. As of the fall of 2006, Ohio was the only major state in which majority elections were not expressly permitted. House Bill 134 gives companies the option, but is not a mandate.
House Bill 134 also allows members of a limited liability company to contractually agree on what happens to the membership interests of a member who dies. I voted “yes” The bill passed
HB 120 was drafted to correct technical errors in Substitute House Bill 241 passed in the last General Assembly. Based on recommendations of the Criminal Sentencing Commission, Substitute House Bill 241 reorganized, consolidated, and relocated many prior provisions containing specific criminal and civil asset forfeiture provisions. These provisions regarded corrupt activity, criminal gang activity, felony drug abuse offenses, contraband, and Medicaid fraud and consolidated them in a new chapter of the Ohio Revised Code.
Substitute House Bill 241 mistakenly retained unnecessary language concerning juvenile dispositions. House Bill 120 repeals the language referring to the former forfeiture provisions. I voted “yes. The bill passed.
You can reach Jennifer Garrison at her Columbus office at 614-644-8728 or in the district at 740-373-2414 or by e-mail at jennifer@jennifergarrison.com. Her website is <a href="/a>