Effective: March 29, 2007
Latest Legislation: House Bill 699 - 126th General Assembly
(A) Except as provided in division (B) of this section and section 1702.521 of the Revised Code:
(1) The number of directors as fixed by the articles or the regulations shall be not less than three or, if not so fixed, the number shall be three, except that if there are only one or two members of the corporation, the number of directors may be less than three but not less than the number of members.
(2)(a) Subject to division (A)(2)(c) of this section, unless the articles or the regulations fix the number of directors or provide the manner in which that number may be fixed or changed by the voting members, the number may be fixed or changed at a meeting of the voting members called for the purpose of electing directors, if a quorum is present, by the affirmative vote of a majority of the voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy.
(b) For purposes of division (A)(2)(a) of this section, participation by a voting member in a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum.
(c) No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.
(3) The director shall have the qualifications, if any, that are stated in the articles or the regulations.
(4) The articles or the regulations may provide that persons occupying certain positions within or without the corporation shall be ex officio directors, but, unless otherwise provided in the articles or the regulations, such ex officio directors shall not be considered for quorum purposes and shall have no vote.
(B) The court of common pleas of the county in which the corporation maintains its principal office may, pursuant to division (A) of section 1702.521 of the Revised Code, order the appointment of a provisional director for the corporation without regard to the number or qualifications of directors stated in the articles or regulations of the corporation.
Structure Ohio Revised Code
Title 17 | Corporations-Partnerships
Chapter 1702 | Nonprofit Corporation Law
Section 1702.01 | Nonprofit Corporation Law Definitions.
Section 1702.02 | Notice Requirements.
Section 1702.03 | Purposes of Corporation.
Section 1702.04 | Articles of Incorporation.
Section 1702.05 | Corporate Name - Transfer - Reservation.
Section 1702.06 | Statutory Agent - Cancellation and Reinstatement of Articles.
Section 1702.08 | Incorporation of Such Society or Association.
Section 1702.09 | Religious Society.
Section 1702.10 | Adoption of Regulations.
Section 1702.11 | Contents of Regulations.
Section 1702.12 | Authority of Nonprofit Corporation.
Section 1702.14 | Absence of Provision for Members.
Section 1702.15 | Corporation to Keep Books and Records of Account and Minutes of Proceedings.
Section 1702.16 | Annual Meeting.
Section 1702.17 | Meetings of Voting Members - Calling and Place of Meeting.
Section 1702.18 | Notice of Meeting.
Section 1702.19 | Waiver of Notice.
Section 1702.21 | Voting of Membership in Corporation.
Section 1702.22 | Quorum of Voting Members.
Section 1702.23 | Controlling Provisions of Articles or Regulations.
Section 1702.24 | Vote of Members Required for Rescission or Revocation.
Section 1702.25 | Action by Members or Directors Without a Meeting.
Section 1702.26 | Election of Directors.
Section 1702.28 | Term and Classification of Directors.
Section 1702.29 | Removal of Directors and Filling Vacancies.
Section 1702.30 | Authority of Directors.
Section 1702.301 | Interest of Director or Officer in Contract.
Section 1702.31 | Meetings of Directors - Notice.
Section 1702.32 | Quorum for Directors' Meeting.
Section 1702.33 | Executive and Other Committees of Directors.
Section 1702.34 | Officers - Authority and Removal.
Section 1702.35 | Corporate Property.
Section 1702.36 | Corporate Mortgages.
Section 1702.38 | Amendments to Articles.
Section 1702.39 | Mutual Benefit Corporation - Disposition of Assets.
Section 1702.40 | Judicial Sale of Property.
Section 1702.41 | Merger or Consolidation Into Domestic Corporation.
Section 1702.411 | Merger or Consolidation Into Entity Other Than Domestic Corporation.
Section 1702.42 | Agreement of Merger or Consolidation - Vote by Members.
Section 1702.43 | Certificate of Merger or Consolidation.
Section 1702.44 | Effect of Merger or Consolidation.
Section 1702.46 | Effective Date of Merger or Consolidation.
Section 1702.462 | Form of Certificate of Conversion.
Section 1702.47 | Voluntary Dissolution.
Section 1702.48 | Public Notice of Voluntary Dissolution.
Section 1702.49 | Winding Up or Obtaining Reinstatement - Powers and Duties of Directors.
Section 1702.51 | Receiver for Winding Up Affairs of Corporation.
Section 1702.52 | Judicial Dissolution.
Section 1702.521 | Provisional Director - Appointment, Duties, Qualifications.
Section 1702.53 | Certified Copies as Evidence.
Section 1702.54 | False Statement or Entry.
Section 1702.55 | Liability of Members, Directors and Officers of Corporation.
Section 1702.57 | Exercise of Expired Powers.
Section 1702.58 | Applicability of Chapter.
Section 1702.59 | Filing of Verified Statement of Continued Existence.
Section 1702.60 | Restoring Rights, Privileges, and Franchises Upon Reinstatement.
Section 1702.80 | Qualified Nonprofit Corporation May Establish Police Department.