Ohio Code 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, one or more vice-presidents, and any other officers and assistant officers that may be considered necessary, each of whom may be designated by any other titles that may be provided in the governing principles or the resolutions of the managers. Unless the governing principles provide otherwise, none of the officers need be a manager. Any two or more offices may be held by the same person. The officers shall be elected or appointed at the time, in the manner, and for the terms that may be prescribed in the governing principles. In the absence of any such provision, all officers shall be elected annually by the managers.
Terms Used In Ohio Code 1745.37
- Contract: A legal written agreement that becomes binding when signed.
- 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
- 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
(B) Unless the governing principles provide otherwise, the following apply:
(1) All officers, as between themselves and the association, shall respectively have the authority and perform the duties that are determined by the persons authorized to elect or appoint them.
(2) Any officer may be removed, with or without cause, by the persons authorized to elect or appoint the officer without prejudice to the contract rights of that officer. The election or appointment of an officer for a given term, or a general provision in the governing principles with respect to term of office, shall not be considered to create contract rights.
(3) The persons authorized to elect or appoint officers may fill any vacancy in any office occurring for whatever reason.