Ohio Revised Code Search

...Except as otherwise provided in its governing principles, an unincorporated nonprofit association shall have the approval of its members to do any of the following: (A) Admit, suspend, dismiss, or expel a member; (B) Select or dismiss a manager; (C) Adopt, amend, or repeal its governing principles; (D) Sell, lease, exchange, or otherwise dispose of all or substantially all of the association's property, with ...

...(A) Unless another form of notice is required by the governing principles of an unincorporated nonprofit association or by applicable law, any notice required by this chapter shall be in writing and shall be delivered personally or sent by telegram, by the use of authorized communications equipment, or by United States mail, express mail, or courier service, with postage or fees prepaid. (B) In computing the ...

...(A) An unincorporated nonprofit association shall maintain a record of its members containing the name and address of each member and, if members are classified, the class to which the member belongs. (B) A member of an unincorporated nonprofit association may be suspended, dismissed, or expelled as provided in division (A) of section 1745.29 of the Revised Code or may resign as provided in division (A) of se...

...(A) Unless the governing principles provide otherwise, meetings of voting members of an unincorporated nonprofit association may be called by any of the following: (1) The president or, in case of the president's absence, death, or disability, the vice-president authorized to exercise the authority of the president; (2) The manager or managers by action at a meeting, or a majority of the managers acting witho...

...Unless the governing principles provide for notice of meetings otherwise than as provided in this section, written notice stating the place, if any, and the time of a meeting, the means, if any, by which the voting members can be present and vote at the meeting through the use of authorized communications equipment, and in case of a special meeting the purpose or purposes for which the meeting is called, shall ...

...(A) Notice of the place, if any, the time, and the purpose or purposes of any meeting of voting members or managers, as the case may be, whether required by law or the governing principles may be waived in writing, either before or after the holding of that meeting, by any member or any manager. That writing shall be filed with or entered upon the records of the meeting. A transmission by authorized communicati...

...Unless the governing principles provide otherwise, the following apply: (A) The voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy at any meeting of voting members shall constitute a quorum for the meeting. (B) The affirmative vote of a majority of the voting members present at a meeting at which a quorum is present as provided in division...

...(A) Except as otherwise provided in the governing principles, each member, regardless of class, shall be entitled to one vote on each matter properly submitted to the members for their vote, 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...

...Whenever with respect 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.

...(A) Unless the governing principles prohibit the authorization or taking of any action of the members or the managers without a meeting, any action that may be authorized or taken at a meeting of the members or the managers, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the members or all of the managers,...

...(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 ...

...(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.

...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...

...gers is acting as a manager. (C) In performing the duties of a manager, a manager is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by any of the following: (1) One or more managers, officers, or employees of the association who the manager reasonably believes are reliable and competent in the matters pr...

...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...

... respectively have the authority and perform the duties that are determined by the persons authorized to elect or appoint them. (2) Any officer may be removed, with or without cause, by the persons authorized to elect or appoint the 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...

... 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 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.

...ther 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 designating the information confidential and imposing nondisclosure and safeguar...

...r benefits on a member or manager in conformity with its nonprofit purposes; (3) Repurchase a membership and repay a capital contribution made by a member to the extent authorized by its governing principles; (4) Make distributions of property to members upon winding up and termination to the extent permitted by section 1745.52 of the Revised Code.

...(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...