Ohio Revised Code
Chapter 1745 | Uniform Unincorporated Nonprofit Association Act
Section 1745.28 | Action Without a Meeting.

Effective: May 22, 2012
Latest Legislation: House Bill 267 - 129th General Assembly
(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, as the case may be, who would be entitled to notice of a meeting for that purpose, or, in the case of members, any other proportion or number of voting members, not less than a majority, that the governing principles permit. The writing or writings described in this division shall be filed with or entered upon the records of the unincorporated nonprofit association. Any certificate with respect to the authorization or taking of any action described in this division that is required to be filed in the office of the secretary of state shall recite that the authorization or taking of that action was in a writing or writings approved and signed as specified in this section.
(B) Any transmission by authorized communications equipment that contains an affirmative vote or approval of the person described in division (A) of this section is a signed writing for purposes of this section. The date on which that transmission by authorized communications equipment is sent is the date on which the writing is signed.

Structure Ohio Revised Code

Ohio Revised Code

Title 17 | Corporations-Partnerships

Chapter 1745 | Uniform Unincorporated Nonprofit Association Act

Section 1745.05 | Definitions.

Section 1745.06 | Relation to Other Law.

Section 1745.07 | Governing Law; Territorial Application.

Section 1745.08 | Legal Entity; Perpetual Existence; Powers.

Section 1745.09 | Ownership and Transfer of Property.

Section 1745.10 | Liabilities.

Section 1745.11 | Assertion and Defense of Claims.

Section 1745.12 | Assets Subject to Judgment, Execution and Other Process.

Section 1745.13 | Appointment of Agent to Receive Service of Process.

Section 1745.14 | Service of Process.

Section 1745.15 | Action or Proceeding Not Abated by Change.

Section 1745.16 | Venue.

Section 1745.17 | Member Not an Agent.

Section 1745.18 | Approval by Members.

Section 1745.19 | Notice Requirements.

Section 1745.20 | Membership.

Section 1745.21 | Meetings of Voting Members; Calling and Place of Meeting.

Section 1745.22 | Notice of Meeting.

Section 1745.23 | Waiver of Notice.

Section 1745.24 | Quorum for Voting Members' Meeting.

Section 1745.25 | Voting.

Section 1745.26 | Special Voting Requirements for Members or Managers.

Section 1745.27 | Vote of Members Required for Rescission or Revocation.

Section 1745.28 | Action Without a Meeting.

Section 1745.29 | Admission, Suspension, Dismissal, or Expulsion of Members.

Section 1745.30 | Member's Resignation.

Section 1745.31 | Membership Interest Not Transferable.

Section 1745.32 | Selection of Managers; Management Rights of Managers.

Section 1745.33 | Authority and Duties of Manager; Standard of Care.

Section 1745.34 | Meetings of Managers; Notice.

Section 1745.35 | Quorum for Managers' Meeting.

Section 1745.36 | Executive and Other Committees of Managers.

Section 1745.37 | Officers; Authority and Removal.

Section 1745.38 | Association Mortgages.

Section 1745.39 | Right of a Member or Manager to Information.

Section 1745.40 | Distributions Prohibited; Compensation and Other Permitted Payments.

Section 1745.41 | Removal of Managers and Filling Vacancies.

Section 1745.42 | Interest of Member, Manager or Officer in Contract.

Section 1745.43 | Indemnification; Advancement of Expenses.

Section 1745.44 | Sale or Other Disposition of Assets.

Section 1745.45 | Judicial Sale of Assets.

Section 1745.46 | Merger or Consolidation Into Domestic Unincorporated Nonprofit Association.

Section 1745.461 | Merger or Consolidation Into Entity Other Than Domestic Unincorporated Nonprofit Association.

Section 1745.47 | Agreement of Merger or Consolidation; Vote by Members.

Section 1745.48 | Effect of Merger or Consolidation.

Section 1745.49 | Effective Date of Merger or Consolidation.

Section 1745.50 | Voluntary Dissolution.

Section 1745.51 | Notice of Voluntary Dissolution.

Section 1745.52 | Effect of Voluntary Dissolution and Authority and Duties of Managers During Winding Up.

Section 1745.53 | Jurisdiction of Court Over Winding Up of Affairs of Voluntarily Dissolved Unincorporated Nonprofit Association.

Section 1745.54 | Receiver for Winding Up Affairs of Association.

Section 1745.55 | Judicial Dissolution.

Section 1745.56 | Liability of Managers and Members.

Section 1745.57 | Savings Clause.