Ohio Revised Code Chapter 1745 - Uniform Unincorporated Nonprofit Association Act

• Section 1745.01 - [Repealed].
  Repealed by 129th General AssemblyFile No.79, HB 267, §2, eff. 5/22/2012. Effective Date: 09-30-1955
• Section 1745.02 - [Repealed].
  Repealed by 129th General AssemblyFile No.79, HB 267, §2, eff. 5/22/2012. Effective Date: 09-30-1955
• Section 1745.03 - [Repealed].
  Effective Date: 07-01-1971
• Section 1745.04 - [Repealed].
  Repealed by 129th General AssemblyFile No.79, HB 267, §2, eff. 5/22/2012. Effective Date: 09-30-1955
• Section 1745.05 - Definitions.
  As used in this chapter, unless the context otherwise requires: (A) "Authorized communications equipment" means any communications equipment that provides a transmission, including, but...
• Section 1745.06 - Relation To Other Law.
  (A) Principles of law and equity supplement this chapter unless displaced by a particular provision of this chapter. (B) A statute in this state...
• Section 1745.07 - Governing Law; Territorial Application.
  (A) Except as otherwise provided in division (B) of this section, the law of this state governs all unincorporated nonprofit associations formed or operating...
• Section 1745.08 - Legal Entity; Perpetual Existence; Powers.
  All of the following apply to an unincorporated nonprofit association: (A) It is a legal entity distinct from its members and managers. (B) It...
• Section 1745.09 - Ownership And Transfer Of Property.
  An unincorporated nonprofit association may acquire, hold, encumber, or transfer in its name an estate or interest in real or personal property. An unincorporated...
• Section 1745.10 - Liabilities.
  A debt, obligation, or other liability of an unincorporated nonprofit association, whether arising in contract, tort, or otherwise, is solely the debt, obligation, or...
• Section 1745.11 - Assertion And Defense Of Claims.
  An unincorporated nonprofit association has the capacity to sue and be sued in its own name. A member or a manager of an unincorporated...
• Section 1745.12 - Assets Subject To Judgment, Execution And Other Process.
  All assets, property, funds, and rights or interests, at law or in equity, of any unincorporated nonprofit association shall be subject to judgment, execution,...
• Section 1745.13 - Appointment Of Agent To Receive Service Of Process.
  (A) An unincorporated nonprofit association may file in the office of the secretary of state a statement appointing an agent authorized to receive service...
• Section 1745.14 - Service Of Process.
  In an action or proceeding against an unincorporated nonprofit association, a summons and complaint or other process may be served on an agent authorized...
• Section 1745.15 - Action Or Proceeding Not Abated By Change.
  An action or proceeding against an unincorporated nonprofit association does not abate merely because of a change in its members or managers. Added by...
• Section 1745.16 - Venue.
  Unless otherwise provided by law, the venue of an action against an unincorporated nonprofit association brought in this state shall be determined under the...
• Section 1745.17 - Member Not An Agent.
  A member of an unincorporated nonprofit association is not an agent of the association solely by reason of being a member. Added by 129th...
• Section 1745.18 - Approval By Members.
  Except as otherwise provided in its governing principles, an unincorporated nonprofit association shall have the approval of its members to do any of the...
• Section 1745.19 - Notice Requirements.
  (A) Unless another form of notice is required by the governing principles of an unincorporated nonprofit association or by applicable law, any notice required...
• Section 1745.20 - Membership.
  (A) An unincorporated nonprofit association shall maintain a record of its members containing the name and address of each member and, if members are...
• Section 1745.21 - Meetings Of Voting Members; Calling And Place Of Meeting.
  (A) Unless the governing principles provide otherwise, meetings of voting members of an unincorporated nonprofit association may be called by any of the following:...
• Section 1745.22 - Notice Of Meeting.
  Unless the governing principles provide for notice of meetings otherwise than as provided in this section, written notice stating the place, if any, and...
• Section 1745.23 - Waiver Of Notice.
  (A) Notice of the place, if any, the time, and the purpose or purposes of any meeting of voting members or managers, as the...
• Section 1745.24 - Quorum For Voting Members' Meeting.
  Unless the governing principles provide otherwise, the following apply: (A) The voting members present in person, by the use of authorized communications equipment, by...
• Section 1745.25 - Voting.
  (A) Except as otherwise provided in the governing principles, each member, regardless of class, shall be entitled to one vote on each matter properly...
• Section 1745.26 - Special Voting Requirements For Members Or Managers.
  Whenever with respect to the authorization or taking of any action by the members or the managers the governing principles require the vote, consent,...
• Section 1745.27 - 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 1745.28 - Action Without A Meeting.
  (A) Unless the governing principles prohibit the authorization or taking of any action of the members or the managers without a meeting, any action...
• Section 1745.29 - Admission, Suspension, Dismissal, Or Expulsion Of Members.
  (A) A person becomes a member of an unincorporated nonprofit association and may be suspended, dismissed, or expelled in accordance with the association's governing...
• Section 1745.30 - Member's Resignation.
  (A) A member may resign from membership in an unincorporated nonprofit association in accordance with the governing principles. In the absence of applicable governing...
• Section 1745.31 - Membership Interest Not Transferable.
  Except as otherwise provided in the governing principles, any interest or right of the member under the governing principles is not transferable. Added by...
• Section 1745.32 - Selection Of Managers; Management Rights Of Managers.
  Except as otherwise provided in this chapter or the governing principles, all of the following apply: (A) The members of an unincorporated nonprofit association...
• Section 1745.33 - Authority And Duties Of Manager; Standard Of Care.
  (A) Except when the law or the governing principles require that action be otherwise authorized or taken, all of the authority of an unincorporated...
• Section 1745.34 - Meetings Of Managers; Notice.
  Unless otherwise provided in the governing principles, the following apply: (A) Meetings of the managers may be called by any two managers or by...
• Section 1745.35 - Quorum For Managers' Meeting.
  Unless the governing principles provide otherwise, a majority of the whole authorized number of managers is necessary to constitute a quorum for a meeting...
• Section 1745.36 - Executive And Other Committees Of Managers.
  (A) The governing principles may provide for the creation by the managers of an executive committee or any other committee of the managers, to...
• Section 1745.37 - Officers; Authority And Removal.
  (A) The officers of an unincorporated nonprofit association, if any, may consist of a president, a secretary, a treasurer, and, if desired, a chairperson,...
• Section 1745.38 - Association Mortgages.
  The managers of an unincorporated nonprofit association may authorize any mortgage, pledge, or deed of trust of all or any of the property of...
• Section 1745.39 - Right Of A Member Or Manager To Information.
  (A) On reasonable notice, a member or manager of an unincorporated nonprofit association may inspect and copy during the association's regular operating hours and...
• Section 1745.40 - Distributions Prohibited; Compensation And Other Permitted Payments.
  (A) Except as otherwise provided in division (B) of this section, an unincorporated nonprofit association may not pay dividends or distribute any part of...
• Section 1745.41 - Removal Of Managers And Filling Vacancies.
  (A) The office of a manager becomes vacant if the manager dies or resigns. A resignation under this division takes effect immediately or at...
• Section 1745.42 - Interest Of Member, Manager Or Officer In Contract.
  (A) Unless otherwise provided in the governing principles, the following apply: (1) No contract, action, or transaction is void or voidable with respect to...
• Section 1745.43 - Indemnification; Advancement Of Expenses.
  (A) An unincorporated nonprofit association may indemnify or agree to indemnify any person who was or is a party or is threatened to be...
• Section 1745.44 - Sale Or Other Disposition Of Assets.
  (A) Unless the governing principles of the unincorporated nonprofit association provide otherwise, the lease, sale, exchange, transfer, or other disposition of any assets of...
• Section 1745.45 - Judicial Sale Of Assets.
  Property of any description and any interest in the property of an unincorporated nonprofit association, domestic or foreign, may be sold under the judgment...
• Section 1745.46 - Merger Or Consolidation Into Domestic Unincorporated Nonprofit Association.
  (A) (1) Pursuant to an agreement of merger, an unincorporated nonprofit association and one or more additional domestic or foreign entities may be merged...
• Section 1745.461 - Merger Or Consolidation Into Entity Other Than Domestic Unincorporated Nonprofit Association.
  (A) (1) Pursuant to an agreement of merger between the constituent entities as provided in this section, a domestic unincorporated nonprofit association and, if...
• Section 1745.47 - Agreement Of Merger Or Consolidation; Vote By Members.
  (A) The managers of each constituent domestic unincorporated nonprofit association, upon approving an agreement of merger or consolidation, shall direct that the agreement be...
• Section 1745.48 - 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 1745.49 - Effective Date Of Merger Or Consolidation.
  The merger or consolidation shall become effective at the time that the constituent entities have complied with the laws of each state under the...
• Section 1745.50 - Voluntary Dissolution.
  (A) An unincorporated nonprofit association may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for an unincorporated...
• Section 1745.51 - Notice Of Voluntary Dissolution.
  Following the adoption of a resolution of dissolution, the managers in an expeditious manner shall do both of the following: (A) Cause a notice...
• Section 1745.52 - Effect Of Voluntary Dissolution And Authority And Duties Of Managers During Winding Up.
  (A) When an unincorporated nonprofit association is dissolved voluntarily upon the expiration of the period of existence of the association specified in its governing...
• Section 1745.53 - Jurisdiction Of Court Over Winding Up Of Affairs Of Voluntarily Dissolved Unincorporated Nonprofit Association.
  (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 1745.54 - Receiver For Winding Up Affairs Of Association.
  (A) If after an unincorporated nonprofit association is dissolved voluntarily or the period of existence of the association has expired a receiver is appointed...
• Section 1745.55 - Judicial Dissolution.
  (A) An unincorporated nonprofit association may be dissolved judicially and its affairs wound up in any of the following manners: (1) By an order...
• Section 1745.56 - Liability Of Managers And Members.
  (A) The members, the managers, and the officers of an unincorporated nonprofit association shall not be personally liable for any obligation of the association....
• Section 1745.57 - Savings Clause.
  Sections 1745.05 to 1745.56 of the Revised Code do not affect any action or proceeding that is commenced, or any right that accrues, before...

Last modified: October 10, 2016