Ohio Revised Code Search

...for negligence or misconduct in the performance of the person's duty to the unincorporated nonprofit association unless and only to the extent that the court of common pleas or the court in which the action or suit was brought determines, upon application, that despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for th...

...(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...

...ociation. If any constituent entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, the merger or consolidation also must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (2) To effect a merger or conso...

...ncorporated nonprofit association to be formed by that consolidation. The merger or consolidation must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (2) To effect a merger or consolidation under this section, the manager or managers of each constituent unincorporated nonprofit association shall ...

...(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...

... from the merger or consolidation, the former general partner has no liability for any obligation incurred after the merger or consolidation except to the extent that a former creditor of the constituent partnership in which the former general partner was a partner extends credit to the surviving or new entity reasonably believing that the former general partner continued as a general partner of the surviving o...

...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...

... or process, or the satisfaction or performance of any order, judgment, or decree, may be stayed as provided in section 1745.53 of the Revised Code. (C) Any process, notice, or demand against the unincorporated nonprofit association may be served by delivering a copy to a manager, liquidator, or person having charge of its assets or, if none of those persons can be found, to the statutory agent. (D) The manag...

...e association or its managers do not perform or comply with a judgment or decree of court, or if the court considers it proper. (B) A judicial proceeding under this section concerning the winding up of the affairs of an unincorporated nonprofit association is a special proceeding, and final orders in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure and,...

...(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.

...oes not govern any partnership that is formed on or after the first day of January, 2009. Chapter 1776. of the Revised Code governs any partnership formed on or after that date. (C) This chapter does not govern any partnership that elects to be governed by Chapter 1776. of the Revised Code pursuant to procedures in division (C) of section 1776.95 of the Revised Code, on and after the date the partnership elec...

...mestic partnership" means a partnership formed under section 1776.22 of the Revised Code or a predecessor law. (F) "Economic interest" means a partner's share of the profits and losses of a partnership and the partner's right to receive distributions. (G) "Entity" means any of the following: (1) A for-profit corporation existing under the laws of this state or any other state; (2) Any of the following organiz...

...y taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of that notification. (D) A person receives a notification when the notification comes to the person's attention or is delivered at the person's place of business or at any other place the person holds out as a place for receiving communications. (E)(1) Except as otherwise provided in divisi...

...escribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (6) Vary the power to dissociate as a partner under division (A) of section 1776.52 of the Revised Code, except to require the notice under division (A) of section 1776.51 of the Revised Code to be in writing; (7) Vary the right of a tribunal to expel a partner in the events ...

...(A) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (B) If an obligation to pay interest under this chapter does not specify a rate of interest, the rate is that specified in section 1343.03 of the Revised Code. (C) No partnership and no person acting on behalf of a partnership shall interpose the defense or make the claim of usury in any ...

...te provided that it is accompanied by a form the secretary of state prescribes for that purpose. Either filing has the effect provided in this chapter with respect to partnership property located in, or transactions that occur in, this state. (B) A certified copy of a statement filed in the office of the secretary of state and recorded in the office of a county recorder in this state has the effect provided f...

...(A) Except as otherwise provided in this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (B) The law of this state governs relations among the partners and between the partners and the partnership, and the liability of partners for an obligation, of a limited liability partnership. (C...

...s state, and shall otherwise be in such form as the secretary of state prescribes. The secretary of state shall keep a record of the names of partnerships, and the names and addresses of their respective agents. (3) As used in division (B)(2) of this section, "usual place of business" means a place in this state that is customarily open during normal business hours and where an individual is generally present who i...

...p authority in this state and that is formed under the laws of this state or doing business in this state may be made by delivering a copy personally to any partner doing business in this state or by leaving it at a partner's dwelling house or usual place of abode in this state or at a place of business of the partnership in this state. (B) Nothing in this section limits or affects the right to serve pr...