Ohio Revised Code Search

...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.

...as an entity and shall not be enforceable against the property of any manager or member of the association.

...ffice of the secretary of state a statement appointing an agent authorized to receive service of process. The agent shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association...

...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.

...Unless otherwise 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.

...on is not an agent of the association solely by reason of being a member.

... 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, outside the ordinary course of its activities; (E) Dissolve under section 1745.50 of the Revised Code ...

...ered to have been given when it is deposited in the mail or with the courier service. (C) A written notice or report delivered as part 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 a...

...n 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 section 1745.30 of the Revised Code. Upon the suspension or termination of membership, that fact and the date of the suspension or termination shall be recorded in the association's membership records. (C) Unless the governing principles provide otherwise, a...

...y 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 or twenty-five of the voting members, unless the governing principles sp...

...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 be given in the manner described in section 1745.19 of the Revised Code,...

...eting. 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 member or manager of notice of the meeting. (C) Unless th...

...ing 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) of this section shall be necessary for the authorization...

...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 at the meetin...

...s 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.

... 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.

...ny 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, as the case may be, who would be entitled to notice of a meeting for that purpose, or, in the case of members, any other proportion or n...

...d 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 nonprofit association without the person's consent. (B) Un...

...th 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 obligation incurred or commitment made by the member before the resignation.

...es, any interest or right of the member under the governing principles is not transferable.

... 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 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.

... interests of the employees, suppliers, creditors, and customers of the association; (2) The economy of this state and of the nation; (3) Community and societal considerations; (4) The long-term and short-term best interests of the association, including, but not limited to, the possibility that those interests may be best served by the continued independence of the association. (G) Divisions (E) and (F) of t...

... 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 prohibit participation by managers at a meeting by means of authorized communications equipment. Participation at a meeting pursuan...

... 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.