Ohio Revised Code Search

...rning 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 or without the association's goodwill, ...

...ning 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 period of time for the giving of a notice required or perm...

...(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...

...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 without a meeting; (3) The lesser of ten per cent of the voting members ...

...n 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 which the voting members can be p...

...(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...

...ipment to permit the unincorporated nonprofit association to verify that a person is a voting member and to maintain a record of any vote. (D) Unless the governing principles provide otherwise, no member who is a natural person shall vote or act by proxy.

...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.

...n 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 transmission by authorized communic...

...comes 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 unincorporated ...

...rom 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, assessments, fees, or other ob...

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

...(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 matters relating to the association's activities are decided by its managers, except for those matters res...

...f the authority of an unincorporated nonprofit association shall be exercised by or under the direction of its manager or managers. (B) The only fiduciary duties a manager owes to the association are the duties set forth in this division. The duties of a manager are to act in good faith, in a manner the manager reasonably believes to be in or not opposed to the best interests of the unincorporated nonprofit a...

...ice-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 prohibit participation by managers at a meeting by means of authorized communications equipment. Participation at a meeting pursuant to this division constitutes presence at that ...

...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 gov...

...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...

...ber or manager of an unincorporated nonprofit association may inspect and copy during the association's regular operating hours and at a reasonable location specified by the association any record maintained 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 g...

...(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,...

...e 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 officers are members, managers, or officers or in which one or more of the association's mem...

...(A) An unincorporated nonprofit association may indemnify or agree to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed civil, criminal, 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,...