Ohio Revised Code Search

...(A) A member may resign from membership in an unincorporated nonprofit association in accordance with the governing principles. In the absence of applicable governing principles, a member may resign at any time. (B) Unless the governing principles provide otherwise, resignation of a member of an unincorporated nonprofit association does not relieve the member from any unpaid capital contribution, dues, asses...

...Except as otherwise provided in the governing principles, any interest or right of the member under the governing principles is not transferable.

...ement and conduct of the association's activities. (E) All matters relating to the association's activities are decided by its managers, except for those matters reserved for approval by members as specified in section 1745.18 of the Revised Code. (F) A difference among managers is decided by a majority of the managers.

...rs prepared or presented; (2) Counsel, public accountants, or other persons as to matters that the manager reasonably believes are within the person's professional or expert competence; (3) A committee of the managers in which the manager does not serve, duly established in accordance with a provision of the governing principles as to matters within its designated authority, which committee the manager reasona...

...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...

...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, unless the act of a greater number is required by the governing principles.

... at the pleasure of the managers, shall act only in the intervals between meetings of the managers, and shall be subject to the control and direction of the managers. (D) Unless otherwise provided in the governing principles or ordered by the managers, any committee described in division (A) of this section may act by a majority of its members at a meeting or by a writing or writings signed by all of its member...

... officer without prejudice to the contract rights of that officer. The election or appointment of an officer for a given term, or a general provision in the governing principles with respect to term of office, shall not be considered to create contract rights. (3) The persons authorized to elect or appoint officers may fill any vacancy in any office occurring for whatever reason.

...r performance of any obligation or contract. Unless the governing principles or the terms of any trust on which the association holds any particular property provide otherwise, no vote or consent of the members of the association or authorization from the court under section 1715.39 of the Revised Code is necessary for that action.

...tained by the association regarding its activities, financial condition, and other circumstances, to the extent the information is material to the member's or manager's rights and duties under the association's governing principles or this chapter. (B) An unincorporated nonprofit association may impose reasonable restrictions on access to and use of information to be furnished under this section, including des...

...(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,...

...les, 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 more of the association's members, managers, or officer...

...inal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the association, by reason of the fact that the person 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, officer, emp...

...eting held for that purpose. (B)(1) A public benefit association may not dispose of its assets with value equal to more than fifty per cent of the fair market value of the net tangible and intangible assets, including goodwill, of the association over a period of thirty-six consecutive months in a transaction or series of transactions, including the lease, sale, exchange, transfer, or other disposition of tho...

...ilar 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 or decreeing that sale considers equitable and proper. It is not necessary to appraise that property or to advertise the sale of the property otherwise than as the court adjudges or decrees.

...perts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may extend the date of any merger or consolidation of a public benefit association under division (B)(1)(b) of this se...

...ion pursuant to this section in which a public benefit association is one of the constituent entities shall be subject to, and shall comply with, the provisions of divisions (B)(1)(b), (2), (3), and (4) of section 1745.46 of the Revised Code.

...agreement would effect or authorize any action by the unincorporated nonprofit association that, under any applicable provision of law or under the governing principles of the constituent domestic unincorporated nonprofit association, could be effected or authorized only by or pursuant to a specified vote of the members, the agreement, including any amendments or additions to the agreement proposed at each meet...

...powers, franchises, and authority, of a public as well as of a private nature, of each constituent entity, and all obligations belonging to or due to each constituent entity, all of which are vested in the surviving or new entity without further act or deed. Any right or interest in respect to any past or future devise, bequest, conditional gift, or trust, property, or fund restricted to particular uses, when v...

...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...

...iation as security, sell its assets at public or private sale, make conveyances in the association's name, lease real property for any term, including ninety-nine years renewable forever, settle or compromise claims in favor of or against the association, employ one or more persons as liquidators to wind up the affairs of the association with the authority that the managers see fit to grant, cause the title to ...

...quidators if the managers are unable to act on the vacancies for want of a quorum or for any other reason; (8) The appointment of a receiver, in accordance with the usages of a court in equitable matters, to wind up the affairs of the association, to take custody of any of its property, or for any other purpose; (9) The issuance or entry of any injunction or any other order that the court considers proper in t...

...ganized under this chapter other than a public benefit association. (I) "Person" means an individual, corporation, business trust, statutory entity trust, estate, trust, partnership, limited liability company, cooperative, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, two or more persons having a joint or common interest, or any other legal or co...

...(A) Principles of law and equity supplement this chapter unless displaced by a particular provision of this chapter. (B) A statute in this state governing a particular type of unincorporated nonprofit association prevails over an inconsistent provision in this chapter to the extent of the inconsistency. (C) This chapter supplements all regulatory laws that are applicable to nonprofit organizations operating ...

... the association has its main place of activities governs the internal affairs of the association.

...necessary or convenient to carry on its activities. (D) It may engage in profit-making activities, but any profits from those activities shall be used or set aside for the association's nonprofit purposes.

...e, or a beneficiary of a trust or contract. All property acquired by an unincorporated nonprofit association by purchase, gift, devise, bequest, or otherwise shall be the absolute property of the association, unless it is otherwise specified in writing at the time of acquiring that property.

...it association, whether arising in contract, tort, or otherwise, is solely the debt, obligation, or other liability of the association and does not become the debt, obligation, or other liability of a member or manager solely because the member acts as a member or the manager acts as a manager. A person's status as a member or a manager of an unincorporated nonprofit association does not prevent or restrict an...

...An unincorporated nonprofit association has the capacity to sue and be sued in its own name. A member or a manager of an unincorporated nonprofit association may assert a claim that the member or manager has against the association. An unincorporated nonprofit association may assert a claim that it has against a member or a manager of the association.

...All assets, property, funds, and rights or interests, at law or in equity, of any unincorporated nonprofit association shall be subject to judgment, execution, and other process. A money judgment against an unincorporated nonprofit association shall be enforced only against the association as an entity and shall not be enforceable against the property of any manager or member of the association.

...r an entity of the agent's type to transact business or exercise privileges in this state. The statement appointing an agent shall set forth the name of the unincorporated nonprofit association and the name and address in this state of the agent, including the street and number or other particular description, and shall otherwise be in the form that the secretary of state prescribes. The secretary of state sha...

...In an action or proceeding against an unincorporated nonprofit association, a summons and complaint or other process may be served on an agent authorized by appointment to receive service of process or a manager of the association or in any other manner authorized by the law of this state.

...An action or proceeding against an unincorporated nonprofit association does not abate merely because of a change in its members or managers.

...rwise provided by law, the venue of an action against an unincorporated nonprofit association brought in this state shall be determined under the statutes applicable to an action brought in this state against a nonprofit corporation.

...A member of an unincorporated nonprofit association is not an agent of the association solely by reason of being a member.

...ll, outside the ordinary course of its activities; (E) Dissolve under section 1745.50 of the Revised Code or merge or consolidate under section 1745.46 or 1745.461 of the Revised Code; (F) Undertake any other act outside the ordinary course of the association's activities if the association has annual gross receipts of less than twenty-five thousand dollars; (G) Determine the purposes of the association and, ...

...rt of a newsletter, magazine, or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the unincorporated nonprofit association's current list of members, or, in the case of members who are residents of the same household and who have the same address in the association's current list of members, if addressed or delive...

...corded in the association's membership records. (C) Unless the governing principles provide otherwise, all rights and privileges of a member in an unincorporated nonprofit association and its property shall cease on termination of membership. (D) Whenever the number of members of an unincorporated nonprofit association that, under the law or its governing principles, must have a specified number of members is...

...sident; (2) The manager or managers by action at a meeting, or a majority of the managers acting without a meeting; (3) The lesser of ten per cent of the voting members or twenty-five of the voting members, unless the governing principles specify for that purpose a smaller or larger proportion or number, but not in excess of fifty per cent of the voting members; (4) Any other officers or persons that the gover...

...e member's address as it appears on the records of the unincorporated nonprofit association. If sent by means of authorized communications equipment, that notice shall be sent to the address furnished by the voting member for transmissions by authorized communications equipment. Notice of adjournment of a meeting need not be given if the place, if any, and the time to which it is adjourned and the procedure by ...

...shall be filed with or entered upon the records of the meeting. A transmission by authorized communications equipment that contains a waiver is a writing for purposes of this division. (B) If a member or manager attends a meeting described in division (A) of this section without protesting prior to or at the commencement of the meeting, then the lack of proper notice shall be considered to be a waiver by the m...

...for the authorization or taking of any action voted upon by the members, except that no action required by law or by the governing principles to be authorized or taken by a specified proportion or number of the voting members or of any class of voting members may be authorized or taken by a lesser proportion or number.

...ote, consent, waiver, release, or other action. (B) Unless the governing principles provide otherwise, voting at elections and votes on other matters may be conducted by mail or by the use of authorized communications equipment. (C) Participation by a member in a meeting through the use of any of the means of communication described in division (B) of this section constitutes presence in person of that member ...

... to the authorization or taking of any action by the members or the managers the governing principles require the vote, consent, waiver, or release of a greater proportion or number of the members or the managers than that otherwise required by law with respect to that authorization or taking of the action, the provisions of the governing principles shall control.

...The authorization or taking of any action by vote, consent, waiver, or release of the members may be rescinded or revoked by the same vote, consent, waiver, or release as at the time of rescission or revocation would be required to authorize or take that action in the first instance, subject to the contract rights of other persons.

...shall be filed with or entered upon the records of the unincorporated nonprofit association. Any certificate with respect to the authorization or taking of any action described in this division that is required to be filed in the office of the secretary of state shall recite that the authorization or taking of that action was in a writing or writings approved and signed as specified in this section. (B) Any t...

...(A) A person becomes a member of an unincorporated nonprofit association and may be suspended, dismissed, or expelled in accordance with the association's governing principles. If there are no applicable governing principles, a person may become a member or be suspended, dismissed, or expelled from an unincorporated nonprofit association by a vote of its members. A person may not be admitted as a member of an ...