Ohio Revised Code
Chapter 1729 | Ohio Cooperative Law
Section 1729.19 | Action Authorized or Taken Without Meeting.

Effective: September 3, 2004
Latest Legislation: House Bill 288 - 125th General Assembly
(A) Unless prohibited in an association's articles of incorporation or bylaws, any action that may be authorized or taken at a meeting of the members, affected stockholders, the board, or any committee of the board, may be authorized or taken without a meeting, with the affirmative vote or approval of the following:
(1) In the case of members or affected stockholders, sixty per cent of the votes of the members or affected stockholders who would be entitled to vote on the action at a meeting for such purpose;
(2) In the case of the board of directors or a committee of the board, all of the directors on the board or all of the committee members on the committee in a writing or writings signed by each of the directors or committee members.
(B) A record of action described in division (A) of this section without a meeting shall be included in the records of the association in the same manner as minutes of meetings of the association's members, affected stockholders, board, or committee of the board.
(C) Any certificate with respect to the authorization or taking of any action without a meeting that is required to be filed in the office of the secretary of state shall state that the authorization or taking of such action was approved and signed as provided in this section.

Structure Ohio Revised Code

Ohio Revised Code

Title 17 | Corporations-Partnerships

Chapter 1729 | Ohio Cooperative Law

Section 1729.01 | Ohio Cooperative Law Definitions.

Section 1729.02 | Purposes - Associations Deemed Nonprofit - Chapter Title.

Section 1729.03 | Powers of Association.

Section 1729.031 | Indemnification.

Section 1729.04 | Use of Words in Name - Prohibition.

Section 1729.06 | Number of Incorporators - Statutory Agent.

Section 1729.07 | Articles of Incorporation.

Section 1729.08 | Amendment or Restatement of Articles.

Section 1729.09 | Voting on Amendment.

Section 1729.10 | Evidence of Incorporation.

Section 1729.11 | Reinstatement of Association.

Section 1729.12 | Filing Articles and Certificates of Amendment.

Section 1729.13 | Dividends - Stock - Security Interest.

Section 1729.14 | Bylaws.

Section 1729.16 | Adoption, Amendment, or Repeal of Bylaws.

Section 1729.17 | Members or Delegates Entitled to Vote.

Section 1729.18 | Association Members - Meetings.

Section 1729.19 | Action Authorized or Taken Without Meeting.

Section 1729.20 | Methods of Giving Notice - Signed Waiver.

Section 1729.22 | Board of Directors.

Section 1729.23 | Standard of Care for Directors.

Section 1729.24 | Effect of Self-Dealing.

Section 1729.25 | Liability of Members, Directors, Officers.

Section 1729.26 | Officers.

Section 1729.27 | Surety Bonds.

Section 1729.28 | Removal of Officers or Directors - Procedure.

Section 1729.29 | Books and Records - Examination by Member or Stockholder.

Section 1729.35 | Association May Merge or Consolidate With One or More Associations.

Section 1729.36 | Association May Merge or Consolidate With One or More Entities.

Section 1729.37 | Effective Date of Merger or Consolidation.

Section 1729.38 | Certificate of Merger or Consolidation Filing and Recording.

Section 1729.40 | Plan of Division.

Section 1729.42 | Conversions.

Section 1729.44 | Setting Aside Reorganizations.

Section 1729.46 | Written Demand for Payment of Fair Cash Value of Stock.

Section 1729.47 | Complaint for Fair Cash Value of Stock.

Section 1729.49 | Disposing of Assets of Association.

Section 1729.55 | Voluntary Dissolution.

Section 1729.56 | Public Notice of Voluntary Dissolution.

Section 1729.58 | Association May Act to Wind Up Affairs or Obtain Reinstatement of Articles.

Section 1729.59 | Judicial Liquidations.

Section 1729.60 | Receiver Appointed to Wind Up Affairs of Association.

Section 1729.61 | Complaint for Judicial Dissolution.

Section 1729.67 | Marketing Agreements.

Section 1729.68 | Prohibited Acts - Injunctive Relief.

Section 1729.69 | Unfair Marketing Practices.

Section 1729.70 | Agricultural Cooperative Not Illegal.

Section 1729.76 | Foreign Association.

Section 1729.80 | Membership in Other Organizations.

Section 1729.84 | Exemptions for Agricultural Products.

Section 1729.85 | Stock Not Considered Securities.

Section 1729.86 | Application of Laws.

Section 1729.99 | Penalty.