You should familiarize yourself with Title XVII of the Ohio Revised Code, particularly the Ohio Cooperative Law at Chapter 1729. Cooperative associations are considered non-profit organizations "because they are not organized for the purpose of making a profit for themselves as such, or for the purpose of making a profit for their members as such, but for their members as patrons." Despite this, Chapter 1729 rather than Chapter 1702 on Nonprofit Corporation Law governs. See Ohio Rev. Code Ann. § 1729.02.
Because the cooperative law is complex, you may wish to seek the assistance of an attorney if you decide to form a journalism cooperative in Ohio. On this page, you will find general information about (1) choosing a name for the cooperative; (2) recruiting directors and officers for your cooperative; (3) structuring your cooperative; (4) preparing the articles of incorporation and bylaws for your cooperative; (5) registering with the state of Ohio; (6) registering as an employer with the IRS and the State of Ohio; (7) tax information; and (8) maintenance requirements.
- Please see our section on choosing and checking the availability of a name for your business, as well as our section on the trademark law aspects of choosing a name.
- The Ohio Secretary of State's website has advice and links to help you check the availability of your desired business name.
- You must use one of the following words or abbreviations in your cooperative's name: "cooperative," "coop," "co-operative," "co-op," "association," "assn.," "company," "co.," "incorporated," "inc.," "corporation," or "corp." See Ohio Rev. Code Ann. § 1729.04.
2. Recruit and/or appoint directors and officers for the cooperative.
- Determine the incorporators of the cooperative. The incorporators are those who participate in the forming of the cooperative, select initial board members and officers, and create the articles of incorporation. Ohio requires at least two incorporators (though a single-member cooperative is possible if the one member is itself an association that has at least two members). See Ohio Rev. Code Ann. §§ 1729.06 and 1729.18.
- The incorporators then choose two groups of people: the initial board of directors, and the officers. The board of directors generally establishes policy and makes major decisions about the cooperative. The officers manage day-to-day operations of the cooperative.
- There must be at least five members of the board of directors elected by and from the cooperative's members, except that if the cooperative has less than five members, then the number of directors may equal the number of members. You may choose to have a larger board by specifying the number of directors in the cooperative's bylaws. The bylaws may provide for the appointment of directors by the other directors. The appointed directors do not need to be members of the association, but non-members cannot number more than one-fifth of the board of directors. See Ohio Rev. Code Ann. § 1729.22.
- The officers must include at least a president, secretary, and treasurer. They may also include a chairperson and one or more vice chairpersons, one or more vice-presidents, and other officers as necessary. The chairperson and any vice chairperson of the board shall be a director. Unless otherwise specified by the articles of incorporation or bylaws, all officers shall be elected annually by the board of directors. See Ohio Rev. Code Ann. § 1729.26.
3. Structure your cooperative.
a. Determine the different levels of membership.
- The cooperative's bylaws shall establish qualifications for membership. Both individuals and business entities are eligible for membership. The bylaws may also establish membership fees. See Ohio Rev. Code Ann. § 1729.14.
- Cooperatives in Ohio can create different classes of stock with different rights and responsibilities. These rules are laid out in the cooperative's articles of incorporation. See Ohio Rev. Code Ann. § 1729.07. Cooperatives can create both membership and patronage stock. Membership stock means any class of stock, continuous ownership of which is required for membership in the cooperative. Patronage stock means any stock that was originally issued by the cooperative with respect to patronage transactions; it is essentially a patronage dividend paid in the form of stock. See Ohio Rev. Code Ann. § 1729.01.
- Each member of the cooperative is entitled to one vote, unless the articles of incorporation or bylaws specify an alternate voting method. They may permit: voting by members in accordance with the amount of business done with or through the association; voting by delegates voting by a certain subset of members; or voting by any combination of these methods or any other method of voting, provided the cooperative is controlled by the members. See Ohio Rev. Code Ann. § 1729.17. The bylaws may specify voting methods, limitations on voting rights, the right of members to vote by proxy or by ballot, and the the number of members constituting a quorum. See Ohio Rev. Code Ann. § 1729.14.
b. Decide on a management structure.
- The cooperative association has broad powers–to form contracts, hold property, sue and be sued, and so on. The complete list of these powers is found at Ohio Rev. Code Ann. § 1729.03.
- By default, the board of directors and officers exercise the powers of the cooperative, but you may limit those powers by using the articles of incorporation or the by-laws to reserve specific powers to members. See Ohio Rev. Code Ann. § 1729.22.
c. Decide how to distribute profits.
- Cooperatives in Ohio may choose to pay dividends annually on its capital stock. Less any reserves provided for in the bylaws, all of the association's other income must be distributed in the form of membership dividends and/or patronage dividends in the manner provided for by the bylaws. See Ohio Rev. Code Ann. § 1729.13.
4. Prepare your articles of incorporation and bylaws.
- The articles of incorporation are the basic governing document of the cooperative. Basic information for the articles of incorporation includes the cooperative's name and purpose(s), the names and addresses of the incorporators and initial directors, and if the cooperative is organized with capital stock, the number of shares and "par value" of these shares. See Ohio Rev. Code Ann. § 1729.07 for the complete list of information you must include in your articles of incorporation.
- There is no set criteria for the content of bylaws, a set of internal rules that govern most day-to-day activities and procedures of the cooperative. Bylaws typically set forth internal rules and procedures for the corporation, including issues like number, qualifications, compensation, duties, and terms of office of directors and officers; time, place, and manner of calling and conducting meetings; and membership qualifications or conditions. See Ohio Rev. Code Ann. § 1729.14.
- At your cooperative's first organizational meeting, the initial board of directors will adopt the articles of incorporation and bylaws. The initial board of directors may also appoint officers during this meeting.
- Unless the articles or bylaws place the power in a supermajority vote of the board, after theses initial bylaws are adopted, bylaws may only be adopted and amended by a majority vote of the cooperative's members. See Ohio Rev. Code Ann. § 1729.16.
5. Register with the State of Ohio.
- You must submit your a articles of incorporation to Ohio's Department of State. See Ohio Rev. Code Ann. § 1729.12. There is a filing fee for the certificate of incorporation of $125. The Department of State's website provides a fill-in-the-blank form for the certificate of incorporation, to be filed by mail.
6. Get your Employer Identification Number, register employees.
- Request an Employer Identification Number (EIN) from the IRS. This can be done via its online application. There is no filing fee.
- Whenever you hire an employee in Ohio, you must inform both the IRS and the State of Ohio. You can find details of all the necessary steps, including verifying work eligibility and withholding allowances, on the Hiring Employees section of the IRS website. You can find state-level information on reporting new hires at the Ohio New Hire Reporting Center.
- If you have an employee or employees in Ohio, you need to obtain workers’ compensation coverage or be granted the privilege of self-insurance for liabilities. The Ohio Bureau of Worker's Compensation administers the program.
7. Tax information.
- Cooperative corporations are taxed at the federal level in a special way. See our page on federal taxation of cooperatives for more information.
- If you have an employee or employees in Ohio (including corporate officers), you need to register for Ohio employment taxes using the Ohio Business Gateway. Though Ohio generally treats cooperatives like non-profit organizations, this treatment does not extend to state taxes. It is not clear if Ohio permits a tax deduction for patronage rebates/dividends similar to that at the federal level.
8. Maintenance Requirements.
- Ohio requires cooperatives to keep business records at its principal office, including account and member information. See Ohio Rev. Code Ann. § 1729.29.
- Regular meetings of cooperative members of must be held at least once annually. See Ohio Rev. Code Ann. § 1729.18.
Note: The information contained on this page is meant for general information purposes only, and CMLP makes no claim as to comprehensiveness or accuracy of the information. Because of the complexity of tax issues associated with starting any business, you are encouraged to consult with a tax attorney and/or accountant to ensure compliance with federal, state, and local tax requirements. The CMLP is not a substitute for individualized legal advice, especially not individualized tax advice.