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...