Ohio Revised Code Search

...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...The authorization or taking of any action by vote, consent, waiver, or release of the members may be rescinded or revoked by the same vote, consent, waiver, or release as at the time of rescission or revocation would be required to authorize or take that action in the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...

...ion; (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 this section do not affect the duties of a manager who acts in any capacity other than in the capacity as a manager.

...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...

...(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 go...

...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...

...(A) On reasonable notice, a member 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 du...

...(A) Except as otherwise provided in division (B) of this section, an unincorporated nonprofit association may not pay dividends or distribute any part of its income or profits to a member, manager, officer, or other private person. (B) An unincorporated nonprofit association may do any of the following: (1) Pay reasonable compensation or reimburse reasonable expenses to a member or manager for services render...

...(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...

...(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,...

...ed Code, upon terms and for the consideration that may be authorized by the managers, except that a lease, sale, exchange, transfer, or other disposition of all, or substantially 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 ...

...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...

...(A)(1) Pursuant to an agreement of merger, an unincorporated nonprofit association and one or more additional domestic or foreign entities may be merged into a surviving unincorporated nonprofit association. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new unincorporated nonprofit association. If any constituent entity is formed or organized unde...

...(A)(1) Pursuant to an agreement of merger between the constituent entities as provided in this section, a domestic unincorporated nonprofit association and, if so provided, one or more additional domestic or foreign entities may be merged into a surviving entity other than a domestic unincorporated nonprofit association. Pursuant to an agreement of consolidation, a domestic unincorporated nonprofit association togeth...

...(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...

...(A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the officers, managers, general partners, or other author...

...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.