Ohio Revised Code Search

...rol 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 members. (E) Meetings of committees described in division (A) of this section may be held by any means of authorized communication equipm...

...whom may be designated by any other titles that may be provided in the governing principles or the resolutions of the managers. Unless the governing principles provide otherwise, none of the officers need be a manager. Any two or more offices may be held by the same person. The officers shall be elected or appointed at the time, in the manner, and for the terms that may be prescribed in the governing principle...

...y, 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 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.

...ion, 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 designating the information confidential and imposing nondisclosure and...

...any of the following: (1) Pay reasonable compensation or reimburse reasonable expenses to a member or manager for services rendered; (2) Confer 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 u...

...t increase is authorized or an adjournment of the meeting to elect the additional managers provided for or if the voting members fail at any time to elect the whole authorized number of managers.

...ontract, 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 members, managers, or officers have a financial or personal interest, or be...

...not limited to, trust funds, letters of credit, or self-insurance, for or on behalf of any person who 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, manager, officer, employee, member, agent, or volunteer of any other entity, ...

... all, of the assets may be made only when that transaction is also authorized, either before or after authorization by the managers, by the voting members of the association at a meeting 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 ...

...tural 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.

... into effect; (i) The governing principles of the surviving or new unincorporated nonprofit association or a provision to the effect that the governing principles of a specified constituent unincorporated nonprofit association shall be the governing principles of the surviving or new unincorporated nonprofit association or to the effect that the voting members or the managers of the surviving or new unincorpor...

... process in this state and the irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding in this state to enforce against the surviving or new entity any obligation of any domestic constituent unincorporated nonprofit association. Such service shall be made upon the secretary of state by leaving duplicate copies of such process, together with an affidavit of the pla...

...ement 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 unincorporated nonprofit association entitled to vote at the meeting. The notice shall be accompanied by a copy or summary of the material terms of the agreement. (B)(1) In or...

...in its place. (5) All of the rights of creditors of each constituent entity are preserved unimpaired, and all liens upon the property of any constituent entity are preserved unimpaired on only the property affected by those liens immediately prior to the effective date of the merger or consolidation. If a general partner of a constituent partnership is not a general partner of the surviving entity or the new e...

...e 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 general assignment for the benefit of creditors; (2) By leave of the court, if a receiver has been appointed in a general creditors' suit or in any suit in which the affairs of the association are to be wound up; (3) If substantially all of the assets of the association have been sold at judicial sale; (4) When the period of existence of the association specified in its governing principles has expired or up...

...ed association. If a statement is on file with the secretary of state appointing an agent authorized to receive service of process on the association, or if any other document is on file with the secretary of state with respect to the association, a copy of the written notice of dissolution shall also be filed with the secretary of state.

...tion specified in its governing principles, the association shall cease to carry on its activities and shall do only those acts that are required to wind up its affairs, and for those purposes it shall continue as an unincorporated nonprofit association. (B) Any claim existing or action or proceeding pending by or against the unincorporated nonprofit association or that would have accrued against it may be pr...

...tion, a majority of the managers, or a creditor or member of the association and upon notice to all of the managers and any other interested persons that the court considers proper, at any time may order and adjudge in regard to the following matters: (1) The presentation and proof of all claims and demands against the association and of all rights, interests, or liens in or on any of its property, the fixing...

...on which the receiver was appointed. Unless it is otherwise ordered, that appointment vests in the receiver and the receiver's successors the right to the immediate possession of all of the property of the association that shall, if so ordered, execute and deliver conveyances of the property to the receiver or the receiver's nominee. (B) Any manager, member, or other person, whether a resident or nonresident ...

...t is necessary in order to protect the creditors of the association that the association be judicially dissolved. (c) The objects of the association have wholly failed or are entirely abandoned, or their accomplishment is impracticable. (3) By an order of the court of common pleas of the county in this state in which the association has its principal office, in an action brought by a majority of the voting mem...

...ibution of assets to persons other than creditors during the winding up of the affairs of the association on dissolution or otherwise without the payment of all known obligations of the association or without making adequate provision for that payment; (c) The making of loans, other than in the usual conduct of its affairs or in accordance with provisions for the making of loans in the governing principles, to...

...ct any action or proceeding that is commenced, or any right that accrues, before those sections take effect.

...ral Revenue Code of 1954," 68A Stat. 3, 26 U.S.C. 1, as now or hereafter amended. (B) "Domestic real estate investment trust" means a real estate investment trust organized in this state. (C) "Foreign real estate investment trust" means a real estate investment trust organized in another state. (D) "State" means the United States, any state, territory, insular possession, or other political subdivision of the Unit...

...ct real estate business in this state unless it fully complies with section 1747.03 of the Revised Code, except that a real estate investment trust that holds an estate or interest in real property in this state on the effective date of this section may continue to transact real estate business in this state if it fully complies with section 1747.03 of the Revised Code within one year after the effective date of this...