Effective: April 10, 2001
Latest Legislation: House Bill 597 - 123rd General Assembly
(A) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairperson of the board, one or more vice-presidents, and such other officers and assistant officers as may be deemed necessary, each of whom may be designated by such other titles as may be provided in the articles, the regulations, the bylaws, or resolutions of the directors. Unless the articles or the regulations otherwise provide, none of the officers need be a director. Any two or more offices may be held by the same person. The officers shall be elected or appointed at such time, in such manner, and for such terms as may be prescribed in the articles or the regulations. In the absence of any such provision, all officers shall be elected annually by the directors.
(B) Unless the articles or the regulations otherwise provide, and subject to the exceptions applicable during an emergency for which provision is made in division (G) of section 1702.11 of the Revised Code:
(1) All officers, as between themselves and the corporation, shall respectively have such authority and perform such duties as are determined by the persons authorized to elect or appoint them;
(2) Any officer may be removed, with or without cause, by the persons authorized to elect or appoint the officer without prejudice to the contract rights of such officer. The election or appointment of an officer for a given term, or a general provision in the articles, the regulations, or the bylaws with respect to term of office, shall not be deemed to create contract rights;
(3) The persons authorized to elect or appoint officers may fill any vacancy in any office occurring from whatever reason.
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.