Ohio Code 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:
Terms Used In Ohio Code 1745.21
- Authorized communications equipment: means any communications equipment that provides a transmission, including, but not limited to, by telephone, telecopy, or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the member or manager involved and, with respect to meetings, allows all persons participating in the meeting to contemporaneously communicate with each other. See Ohio Code 1745.05
- Governing principles: means all agreements, whether oral, in a record, or implied from its established practices, or any combination of them, that govern the purpose or operation of an unincorporated nonprofit association and the rights and obligations of its members and managers. See Ohio Code 1745.05
- Manager: means a person, irrespective of the person's designation as director or other designation, that is responsible, alone or in concert with others, for the management of an unincorporated nonprofit association as stated in division (E) of section 1745. See Ohio Code 1745.05
- Member: means a person that, under the governing principles of an unincorporated nonprofit association, is entitled to participate in the selection of persons authorized to manage the affairs of the association or in the adoption of the policies and activities of the association. See Ohio Code 1745.05
- Person: means an individual, corporation, business trust, statutory entity trust, estate, trust, partnership, limited liability company, cooperative, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, two or more persons having a joint or common interest, or any other legal or commercial entity. See Ohio Code 1745.05
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Ohio Code 1745.05
- state: means the state of Ohio. See Ohio Code 1.59
(1) The president or, in case of the president’s absence, death, or disability, the vice-president authorized to exercise the authority of the president;
(2) The manager or managers by action at a meeting, or a majority of the managers acting without a meeting;
(3) The lesser of ten per cent of the voting members or twenty-five of the voting members, unless the governing principles specify for that purpose a smaller or larger proportion or number, but not in excess of fifty per cent of the voting members;
(4) Any other officers or persons that the governing principles authorize to call those meetings.
(B) If so provided in the governing principles, meetings of voting members may be held either within or outside this state or solely by means of authorized communications equipment.
(C) Unless the governing principles provide otherwise, the voting members and proxyholders who are not physically present at a meeting of voting members may attend the meeting by the use of authorized communications equipment that enables the voting members and proxyholders an opportunity to participate in the meeting and to vote on matters submitted to the voting members, including an opportunity to read or hear the proceedings of the meeting, participate in the proceedings, and contemporaneously communicate with the persons who are physically present at the meeting. Any voting member who uses authorized communications equipment under this division is considered to be present in person at the meeting whether the meeting is held at a designated place or solely by means of authorized communications equipment. The members or managers may adopt procedures and guidelines for the use of authorized communications equipment in connection with a meeting of voting members to permit the unincorporated nonprofit association to verify that a person is a voting member or proxyholder and to maintain a record of any vote or other action taken at the meeting.