Ohio Revised Code Search

...Except as otherwise provided in this chapter or the governing principles, all of the following apply: (A) The members of an unincorporated nonprofit association may select the manager or managers. (B) A manager may be a member of the association. (C) If no manager is selected, all members are managers. (D) Each manager has equal rights in the management and conduct of the association's activities. (E) All m...

...) of this section includes, but is not limited to, an action that involves or affects any of the following: (a) A change or potential change in control of the association; (b) A termination or potential termination of the manager's service to the association as manager; (c) The manager's service in any other position or relationship with the association. (2) A manager shall not be considered to be acting in ...

...Unless otherwise provided in the governing principles, the following apply: (A) Meetings of the managers may be called by any two managers or by any chairperson, president, or vice-president of the unincorporated nonprofit association. (B) Meetings of the managers may be held at any place within or outside this state, including by means of authorized communications equipment, unless the governing principles p...

...Unless the governing principles provide otherwise, a majority of the whole authorized number of managers is necessary to constitute a quorum for a meeting of the managers, except that a majority of the managers in office constitutes a quorum for filling a vacancy in the position of manager. The act of a majority of the managers present at a meeting at which a quorum is present is the act of all of the managers,...

...(A) The governing principles may provide for the creation by the managers of an executive committee or any other committee of the managers, to consist of one or more managers, and may authorize the delegation to that committee of any of the authority of the managers, however conferred. (B) The managers may appoint one or more managers as alternate members of any committee described in division (A) of this sec...

...(A) The officers of an unincorporated nonprofit association, if any, may consist of a president, a secretary, a treasurer, and, if desired, a chairperson, one or more vice-presidents, and any other officers and assistant officers that may be considered necessary, each of whom may be designated by any other titles that may be provided in the governing principles or the resolutions of the managers. Unless the go...

...The managers of an unincorporated nonprofit association may authorize any mortgage, pledge, or deed of trust of all or any of the property of the association of any description or any interest in the property, for the purpose of securing the payment or performance of any obligation or contract. Unless the governing principles or the terms of any trust on which the association holds any particular property provi...

...this section reasonable copying costs, limited to the costs of labor and materials. (D) A former member or manager of an unincorporated nonprofit association may have access to information to which the member or manager was entitled while a member or manager of the association if the information pertains to the period during which the person was a member or manager, the former member or manager seeks the infor...

...(A) Except as otherwise provided in division (B) of this section, an unincorporated nonprofit association may not pay dividends or distribute any part of its income or profits to a member, manager, officer, or other private person. (B) An unincorporated nonprofit association may do any of the following: (1) Pay reasonable compensation or reimburse reasonable expenses to a member or manager for services render...

...(A) The office of a manager becomes vacant if the manager dies or resigns. A resignation under this division takes effect immediately or at any other time that the manager may specify. (B) A manager may be removed from office pursuant to any procedure for removal from office provided in the governing principles. That removal from office creates a vacancy. (C) Unless the governing principles provide otherwise,...

...(A) Unless otherwise provided in the governing principles, the following apply: (1) No contract, action, or transaction is void or voidable with respect to an unincorporated nonprofit association because the contract, action, or transaction is between or affects the association and one or more of its members, managers, or officers or is between or affects the association and any other person in which one or m...

...similar protection, including, but not limited to, trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was a manager, officer, employee, member, agent, or volunteer of the association or a person acting in any other representative capacity, however denominated, or is or was serving at the request of the association as a director, manager, officer, employee, member, agent...

...(A) Unless the governing principles of the unincorporated nonprofit association provide otherwise, the lease, sale, exchange, transfer, or other disposition of any assets of the association may be made without the necessity of procuring authorization from the court under section 1715.39 of the Revised Code, upon terms and for the consideration that may be authorized by the managers, except that a lease, sale, e...

...Property of any description and any interest in the property of an unincorporated nonprofit association, domestic or foreign, may be sold under the judgment or decree of a court, as provided in the Revised Code with respect to similar property of natural persons, at a public or private sale in the manner, at the time and place, on the notice by publication or otherwise, and on the terms that the court adjudging...

...(A)(1) Pursuant to an agreement of merger, an unincorporated nonprofit association and one or more additional domestic or foreign entities may be merged into a surviving unincorporated nonprofit association. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new unincorporated nonprofit association. If any constituent entity is formed or organized unde...

...(A) The managers of each constituent domestic unincorporated nonprofit association, upon approving an agreement of merger or consolidation, shall direct that the agreement be submitted to the members entitled to vote on it at a meeting of voting members of that unincorporated nonprofit association held for that purpose. Notice of the meeting shall be given to all members of the constituent domestic unincorporat...

...The merger or consolidation shall become effective at the time that the constituent entities have complied with the laws of each state under the laws of which the constituent entities exist or at any later date that the agreement of merger or consolidation specifies.

...(A) An unincorporated nonprofit association may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for an unincorporated nonprofit association shall set forth all of the following: (1) That the association elects to be dissolved; (2) Any additional provision considered necessary with respect to the proposed dissolution and winding up of affairs. (C) The managers ...

...Following the adoption of a resolution of dissolution, the managers in an expeditious manner shall do both of the following: (A) Cause a notice of voluntary dissolution to be published once a week on the same day of each week for two successive weeks, in a newspaper published and of general circulation in the county in which the principal office of the unincorporated nonprofit association was to be or is loc...

...(A) When an unincorporated nonprofit association is dissolved voluntarily upon the expiration of the period of existence of the association specified in its governing principles, the association shall cease to carry on its activities and shall do only those acts that are required to wind up its affairs, and for those purposes it shall continue as an unincorporated nonprofit association. (B) Any claim existing...

...(A) Without limiting the generality of its authority, the court of common pleas of the county in this state in which is located the principal office of a voluntarily dissolved unincorporated nonprofit association or of an unincorporated nonprofit association whose period of existence has expired, upon the complaint of the association, a majority of the managers, or a creditor or member of the association and up...

...(A) If after an unincorporated nonprofit association is dissolved voluntarily or the period of existence of the association has expired a receiver is appointed to wind up the affairs of the association, all of the claims, demands, rights, interests, or liens of creditors, claimants, and members shall be determined as of the day on which the receiver was appointed. Unless it is otherwise ordered, that appointmen...

...(A) An unincorporated nonprofit association may be dissolved judicially and its affairs wound up in any of the following manners: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the association to be wound up by its managers as in the case of volu...

...(A) The members, the managers, and the officers of an unincorporated nonprofit association shall not be personally liable for any obligation of the association. (B)(1) Managers who vote for or assent to any of the following shall be jointly and severally liable to the association as provided in division (B)(2) of this section: (a) A distribution of assets to members contrary to law or the governing principles...

...Sections 1745.05 to 1745.56 of the Revised Code do not affect any action or proceeding that is commenced, or any right that accrues, before those sections take effect.