Ohio Revised Code Chapter 1702 - Nonprofit Corporation Law

• Section 1702.01 - Nonprofit Corporation Law Definitions.
  As used in this chapter, unless the context otherwise requires: (A) "Corporation" or "domestic corporation" means a nonprofit corporation formed under the laws of...
• Section 1702.02 - Notice Requirements.
  (A) Unless another form of notice is required by the articles, the regulations, the bylaws, or by applicable law, any notice required by this...
• Section 1702.03 - Purposes Of Corporation.
  A corporation may be formed under this chapter for any purpose or purposes for which natural persons lawfully may associate themselves, except that when...
• Section 1702.04 - Articles Of Incorporation.
  (A) Any person, singly or jointly with others, and without regard to residence, domicile, or state of incorporation, may form a corporation by signing...
• Section 1702.05 - Corporate Name - Transfer - Reservation.
  (A) Except as provided in this section and in sections 1702.41 and 1702.411 of the Revised Code, the secretary of state shall not accept...
• Section 1702.06 - Statutory Agent - Cancellation And Reinstatement Of Articles.
  (A) Every corporation shall have and maintain an agent, sometimes referred to as the "statutory agent," upon whom any process, notice, or demand required...
• Section 1702.07 - Acceptance Of Articles Of Incorporation And Other Certificates - Filing Not Constructive Notice Of Contents.
  (A) When articles of incorporation and other certificates relating to the corporation are submitted to the secretary of state, the secretary of state shall,...
• Section 1702.08 - Incorporation Of Such Society Or Association.
  (A) When an unincorporated society or association, organized for any of the purposes for which a corporation could be formed under this chapter, authorizes...
• Section 1702.09 - Religious Society.
  The fact that a religious society, ecclesiastical society, or church has been continuously in existence since January 1, 1925, claiming to have been legally...
• Section 1702.10 - Adoption Of Regulations.
  After the articles have been filed and at any time prior to a meeting of voting members, the incorporators or a majority of them,...
• Section 1702.11 - Contents Of Regulations.
  (A) Without limiting the generality of such authority, the regulations, whether designated a constitution or rules, or by some other term, may include provisions...
• Section 1702.12 - Authority Of Nonprofit Corporation.
  (A) A corporation may sue and be sued. (B) A corporation may adopt and alter a corporate seal and use it or a facsimile...
• Section 1702.13 - Membership.
  (A) The corporation shall maintain a record of its members containing the name and address of each member, the date of admission to membership,...
• Section 1702.14 - Absence Of Provision For Members.
  Where neither the articles nor the regulations provide for members thereof as such, or where a corporation has in fact no members other than...
• Section 1702.15 - Corporation To Keep Books And Records Of Account And Minutes Of Proceedings.
  Each corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, members, directors, and...
• Section 1702.16 - Annual Meeting.
  An annual meeting of voting members for the election of directors and the consideration of reports to be laid before such meeting shall be...
• Section 1702.17 - Meetings Of Voting Members - Calling And Place Of Meeting.
  (A) Meetings of voting members may be called by any of the following: (1) The chairperson of the board, the president, or, in case...
• Section 1702.18 - Notice Of Meeting.
  Unless the articles or the regulations provide for notice of meetings otherwise than as provided in this section, written notice stating the place, if...
• Section 1702.19 - Waiver Of Notice.
  (A) Notice of the place, if any, the time, and the purposes of any meeting of voting members or directors, as the case may...
• Section 1702.20 - Voting.
  (A) Except as otherwise provided in the articles or the regulations, each member, regardless of class, shall be entitled to one vote on each...
• Section 1702.21 - Voting Of Membership In Corporation.
  (A) When any domestic corporation or domestic business corporation holds membership in a domestic or foreign corporation, the chairperson of the board, the president,...
• Section 1702.22 - Quorum Of Voting Members.
  Unless the articles or the regulations otherwise provide: (A) (1) The voting members present in person , by the use of authorized communications equipment,...
• Section 1702.23 - Controlling Provisions Of Articles Or Regulations.
  Whenever, with respect to the authorization or taking of any action by the members or the directors, the articles or the regulations require the...
• Section 1702.24 - Vote Of Members Required For Rescission Or Revocation.
  The authorization or taking of any action by vote, consent, waiver, or release of the members may be rescinded or revoked by the same...
• Section 1702.25 - Action By Members Or Directors Without A Meeting.
  (A) Unless the articles or the regulations prohibit the authorization or taking of any action of the incorporators, the members, or the directors without...
• Section 1702.26 - Election Of Directors.
  (A) At a meeting of members at which directors are to be elected, only persons nominated as candidates shall be eligible for election as...
• Section 1702.27 - Number And Qualifications Of Directors - Ex Officio Directors - Provisional Director.
  (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...
• Section 1702.28 - Term And Classification Of Directors.
  (A) Unless the articles or the regulations provide for a different term, each director shall hold office until the next annual meeting of voting...
• Section 1702.29 - Removal Of Directors And Filling Vacancies.
  (A) The office of a director becomes vacant if the director dies or resigns, which resignation shall take effect immediately or at such other...
• Section 1702.30 - Authority Of Directors.
  (A) Except where the law, the articles, or the regulations require that action be otherwise authorized or taken, all of the authority of a...
• Section 1702.301 - Interest Of Director Or Officer In Contract.
  (A) Unless otherwise provided in the articles or the regulations: (1) No contract, action, or transaction is void or voidable with respect to a...
• Section 1702.31 - Meetings Of Directors - Notice.
  Unless otherwise provided in the articles, regulations, or bylaws, and subject to the exceptions applicable during an emergency for which provision is made in...
• Section 1702.32 - Quorum For Directors' Meeting.
  Unless the articles or the regulations otherwise provide, and subject to the exceptions applicable during an emergency for which provision is made in division...
• Section 1702.33 - Executive And Other Committees Of Directors.
  (A) The regulations may provide for the creation by the directors of an executive committee or any other committee of the directors, to consist...
• Section 1702.34 - Officers - Authority And Removal.
  (A) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairperson of the board, one...
• Section 1702.35 - Corporate Property.
  All property acquired by a corporation by purchase, gift, devise, bequest, or otherwise shall be the absolute property of the corporation, unless at the...
• Section 1702.36 - Corporate Mortgages.
  The directors may authorize any mortgage, pledge, or deed of trust of all or any of the property of the corporation of any description,...
• Section 1702.37 - Usury.
  No domestic or foreign corporation, or any one on its behalf, shall interpose the defense or make the claim of usury in any proceeding...
• Section 1702.38 - Amendments To Articles.
  (A) The articles may be amended from time to time in any respect if the articles as amended set forth all the provisions that...
• Section 1702.39 - Mutual Benefit Corporation - Disposition Of Assets.
  (A) (1) Unless the articles or the regulations, or the terms of any trust on which the corporation holds any particular property, otherwise provide,...
• Section 1702.40 - Judicial Sale Of Property.
  Property of any description, and any interest therein, of a corporation, domestic or foreign, may be sold under the judgment or decree of a...
• Section 1702.41 - Merger Or Consolidation Into Domestic Corporation.
  (A) (1) Pursuant to an agreement of merger, a domestic corporation and one or more additional domestic or foreign entities may be merged into...
• Section 1702.411 - Merger Or Consolidation Into Entity Other Than Domestic Corporation.
  (A) (1) Pursuant to an agreement of merger between the constituent entities as provided in this section, a domestic corporation and, if so provided,...
• Section 1702.42 - Agreement Of Merger Or Consolidation - Vote By Members.
  (A) The directors of each constituent domestic corporation, upon approving an agreement of merger or consolidation, shall direct that the agreement be submitted to...
• Section 1702.43 - Certificate Of Merger Or Consolidation.
  (A) Upon adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1702.41 or 1702.411 of the Revised Code,...
• Section 1702.44 - Effect Of Merger Or Consolidation.
  (A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the...
• Section 1702.45 - [Repealed].
  Repealed by 129th General AssemblyFile No.79, HB 267, §2, eff. 5/22/2012. Effective Date: 04-10-2001
• Section 1702.46 - Effective Date Of Merger Or Consolidation.
  Upon the filing of the certificate of merger or consolidation in compliance with the laws of each state under the laws of which any...
• Section 1702.461 - Conversion To Domestic Or Foreign Entity Other Than A For Profit Corporation Or Domestic Corporation; Written Declaratin Of Conversion.
  (A) Subject to division (B)(2) of this section and pursuant to a written declaration of conversion as provided in this section, a domestic corporation...
• Section 1702.462 - Form Of Certificate Of Conversion.
  (A) Upon the adoption of a declaration of conversion pursuant to section 1702.461 of the Revised Code, or at a later time as authorized...
• Section 1702.47 - Voluntary Dissolution.
  (A) A corporation may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for a corporation shall set...
• Section 1702.48 - Public Notice Of Voluntary Dissolution.
  Following the filing of the certificate of dissolution, the directors shall forthwith cause a notice of voluntary dissolution to be published once a week...
• Section 1702.49 - Winding Up Or Obtaining Reinstatement - Powers And Duties Of Directors.
  (A) When a corporation is dissolved voluntarily or when the articles of a corporation have been canceled or when the period of existence of...
• Section 1702.50 - Jurisdiction Of Court Over Winding Up Of Affairs Of Voluntarily Dissolved Corporation.
  (A) Without limiting the generality of its authority, the court of common pleas of the county in this state in which is located the...
• Section 1702.51 - Receiver For Winding Up Affairs Of Corporation.
  (A) Whenever, after a corporation is dissolved voluntarily or the articles of a corporation have been canceled or the period of existence of a...
• Section 1702.52 - Judicial Dissolution.
  (A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court...
• Section 1702.521 - Provisional Director - Appointment, Duties, Qualifications.
  (A) Upon the complaint of not less than one-fourth of the directors of the corporation, the court of common pleas of the county in...
• Section 1702.53 - Certified Copies As Evidence.
  (A) A copy of the articles or amended articles filed in the office of the secretary of state, certified by the secretary of state,...
• Section 1702.54 - False Statement Or Entry.
  (A) No officer, director, employee, or agent of a corporation shall, either alone or with another or others, with intent to deceive: (1) Make,...
• Section 1702.55 - Liability Of Members, Directors And Officers Of Corporation.
  (A) The members, the directors, and the officers of a corporation shall not be personally liable for any obligation of the corporation. (B) Directors...
• Section 1702.56 - [Repealed].
  Effective Date: 01-01-1974
• Section 1702.57 - Exercise Of Expired Powers.
  No person shall exercise or attempt to exercise any rights, privileges, immunities, powers, franchises, or authority under the articles of a domestic corporation after...
• Section 1702.58 - Applicability Of Chapter.
  (A) Except as provided in sections 1702.01 to 1702.58 of the Revised Code, the provisions of those sections shall apply only to domestic corporations,...
• Section 1702.59 - Filing Of Verified Statement Of Continued Existence.
  (A) Every nonprofit corporation, incorporated under the general corporation laws of this state, or previous laws, or under special provisions of the Revised Code,...
• Section 1702.60 - Restoring Rights, Privileges, And Franchises Upon Reinstatement.
  (A) Except as otherwise provided in this division, upon reinstatement of a corporation's articles of incorporation in accordance with section 1702.06, 1702.59, or 1724.06...
• Section 1702.80 - Qualified Nonprofit Corporation May Establish Police Department.
  (A) As used in this section: (1) "Qualified nonprofit corporation" means a nonprofit corporation that is established under this chapter and to which all...
• Section 1702.99 - Penalty.
  Whoever violates section 1702.57 of the Revised Code shall be fined not less than one hundred nor more than one thousand dollars. Effective Date:

Last modified: October 10, 2016