The Ohio Revised Code (ORC) addresses the dissolution of nonprofit corporations in Chapter 1702. Specifically, ORC 1702.47 outlines the procedures for voluntary dissolution. A nonprofit corporation can voluntarily dissolve by adopting a resolution to dissolve, which requires approval by a vote of the members or, if the articles or regulations permit, by the directors. Following the adoption of the dissolution resolution, the corporation must file a Certificate of Dissolution with the Ohio Secretary of State. This certificate must include specific information, such as the name of the corporation, the date the dissolution resolution was adopted, and a statement that the resolution was adopted in accordance with the ORC. The corporation then enters a winding-up period, during which it must cease its activities except as necessary to wind up its affairs. This includes collecting assets, paying debts and liabilities, and distributing remaining assets to designated beneficiaries. If a nonprofit corporation fails to file the required Certificate of Dissolution after adopting a resolution for voluntary dissolution, it remains a legal entity in Ohio, subject to ongoing reporting requirements and potential administrative dissolution by the Secretary of State for failure to comply with statutory obligations. Therefore, the filing of the certificate is a critical step to formally effectuate the dissolution under Ohio law.

In Ohio, when a nonprofit corporation is dissolved, the distribution of its assets must follow a specific order of priority. Ohio Revised Code Section 1702.47 outlines these priorities. First, all liabilities and obligations of the corporation must be paid or adequately provided for. This includes debts, contractual obligations, and any other legal claims against the organization. Following the satisfaction of liabilities, any remaining assets are distributed to members if the articles of organization or bylaws provide for such distribution and if the members are entitled to receive assets upon dissolution. However, for most public charities and private foundations, which are often organized for charitable purposes and may not have a membership structure that allows for asset distribution, the remaining assets are typically distributed to one or more organizations that are themselves exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or to a governmental unit for a public purpose. This ensures that the assets continue to serve charitable or public objectives, aligning with the original mission of the dissolved nonprofit. The specific recipient organizations must be designated in the articles of dissolution or by the board of directors, subject to any limitations in the articles of incorporation or bylaws. It is crucial that these distributions do not violate the prohibitions against private inurement or private benefit, which are fundamental principles for tax-exempt organizations.

The Ohio Revised Code (ORC) addresses the dissolution of nonprofit corporations. Specifically, ORC Section 1702.47 outlines the procedure for voluntary dissolution. For a nonprofit corporation to voluntarily dissolve, a resolution to dissolve must be adopted by the board of directors and then approved by the members. The ORC requires that notice of the dissolution be given to creditors and claimants. If the corporation has assets remaining after all debts and liabilities have been paid or adequately provided for, these assets must be distributed to one or more domestic or foreign corporations or organizations that are described in ORC Section 1702.47(E)(1) or (2), which generally means entities that are themselves organized and operated exclusively for charitable, religious, educational, scientific, literary, or other purposes that would qualify for exemption under Section 501(c)(3) of the Internal Revenue Code, or for the benefit of members, or for any other lawful purpose. The key is that the distribution must be to an organization that is qualified to receive such assets under the nonprofit’s own articles of incorporation and the relevant Ohio law. A distribution to a for-profit entity or to individual members, unless specifically permitted by the articles of incorporation for a specific purpose (which is rare for truly public charities), would generally not be permissible under ORC 1702.47. The filing of a final report with the Ohio Secretary of State is also a required step to formally conclude the dissolution process.

The Ohio Revised Code, specifically Chapter 1702, governs nonprofit corporations. When a nonprofit corporation in Ohio wishes to amend its articles of incorporation, it must follow a specific procedural path. The fundamental authority for such amendments typically resides with the voting members, unless the articles of incorporation or bylaws vest this power in the board of directors. Section 1702.38 of the Ohio Revised Code outlines the process for amending articles. It generally requires a resolution adopted by the board of directors, followed by a vote of the members. The required vote for member approval is typically a majority of the voting power of the members present and voting at a meeting where a quorum is present, or by a majority of all the voting power of the members, depending on the specific provisions in the articles or bylaws and the meeting notice. However, if the amendment would materially alter or extinguish an existing right of a class of members, that class must approve the amendment by a separate vote. The question asks about amending the articles to change the purpose of the corporation. This is a fundamental change that impacts the core mission and likely the rights of members. Therefore, the amendment requires approval by the voting members. The board of directors initiates the process by adopting a resolution recommending the amendment, but the ultimate decision rests with the members. The Ohio Revised Code does not grant the board of directors unilateral authority to amend the articles of incorporation regarding the corporation’s purpose without member input, unless the articles themselves specifically grant such exclusive authority, which is uncommon for fundamental changes like purpose. The amendment process is a corporate governance matter requiring adherence to the statutory framework and the organization’s own governing documents.

The scenario describes a nonprofit organization in Ohio that has received a significant donation from a donor who has stipulated that the funds must be used for a specific program. This is a restricted gift. Ohio law, like general nonprofit law, distinguishes between unrestricted and restricted gifts. Restricted gifts are those where the donor imposes limitations on their use. When a nonprofit accepts a restricted gift, it has a fiduciary duty to adhere to the donor’s specified purpose. Failure to do so can lead to legal repercussions, including potential lawsuits from the donor or their estate, and may also jeopardize the organization’s tax-exempt status. The Ohio Revised Code, particularly sections pertaining to charitable trusts and fiduciary duties of directors, underpins this obligation. Directors of Ohio nonprofits have a duty of care and a duty of loyalty, which includes ensuring that organizational assets are used in accordance with donor intent for restricted funds. While a nonprofit may seek to modify a restriction if it becomes impossible or impracticable to fulfill (often requiring court approval or donor consent), simply deciding to reallocate the funds to a different, albeit worthy, program without such steps would be a violation of the terms of the gift and the organization’s legal obligations. Therefore, the organization must either use the funds as designated or pursue legal avenues to modify the restriction.

The Ohio Revised Code (ORC) governs the formation, operation, and dissolution of nonprofit corporations. Specifically, ORC Section 1702.03 outlines the requirements for the articles of incorporation for a nonprofit corporation. These articles must include, among other things, the name of the corporation, the purpose for which it is formed, and the names and addresses of its initial directors. ORC Section 1702.04 details the requirements for the initial registered agent and office. The registered agent is the person or entity designated to receive legal notices on behalf of the corporation. The registered office is the physical location within Ohio where the registered agent can be found. These provisions are fundamental to establishing a legally recognized nonprofit entity in Ohio and ensuring it can be properly served with legal process. The articles of incorporation serve as the foundational document, and the registered agent and office ensure ongoing legal accountability.

The Ohio Revised Code (ORC) Section 1702.12 addresses the powers of a nonprofit corporation. Specifically, subsection (B)(11) grants a nonprofit corporation the power to “make donations, contributions, or grants for the public welfare or for any cause in which the corporation has an interest.” This power is crucial for a nonprofit’s ability to engage in charitable activities, fund research, or support other organizations aligned with its mission. When considering a donation, the board of directors must ensure that the proposed contribution directly or indirectly serves the charitable purposes for which the corporation was formed and is authorized by its articles of incorporation and bylaws. The decision-making process should reflect due diligence and a commitment to the organization’s stated mission. This power is not unlimited; it is constrained by the organization’s purpose and the fiduciary duties of its directors.

The Ohio Revised Code, specifically Chapter 1702, governs nonprofit corporations. When a nonprofit corporation in Ohio seeks to dissolve voluntarily, it must follow a specific procedural path to ensure all legal obligations are met and its assets are properly distributed. The process begins with the board of directors adopting a resolution recommending dissolution. This resolution must then be submitted to the members for approval, unless the articles of incorporation or bylaws specify otherwise. For a dissolution to be legally effective, it requires the affirmative vote of a certain percentage of the voting members, as stipulated in the corporation’s governing documents or by statute if the documents are silent. Following member approval, the corporation must file Articles of Dissolution with the Ohio Secretary of State. Crucially, before filing these articles, the corporation must cease conducting business, except as necessary to wind up its affairs. This winding-up process involves collecting assets, paying liabilities, and distributing any remaining assets. For a public benefit corporation, remaining assets must be distributed for charitable purposes, typically to another organization with similar tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, or as ordered by a court. Private foundation rules may also apply, dictating how net assets are distributed to ensure they continue to serve a charitable purpose and do not revert to private benefit. The filing of Articles of Dissolution with the Secretary of State marks the formal end of the corporation’s legal existence.

The Ohio Revised Code, specifically Section 1702.30, outlines the procedures for amending articles of incorporation for Ohio nonprofit corporations. This section mandates that amendments must be adopted by the board of directors or by the members, depending on the provisions in the articles of incorporation or the bylaws. For amendments affecting the rights of members, a vote of the members is typically required. The process involves a resolution proposing the amendment, followed by a vote. If the amendment requires member approval, notice of the meeting at which the vote will occur must be provided to all members entitled to vote, specifying the proposed amendment. A specific voting threshold, often a supermajority as defined by the articles or bylaws, is necessary for adoption. Once adopted, the amendment must be filed with the Ohio Secretary of State in the form of a certificate of amendment, which becomes effective upon filing. The question focuses on the initial procedural step of securing the necessary approval for the amendment, which is the vote by the members, assuming the articles or bylaws reserve this power to them. The key is that the amendment itself is the subject of the vote, not a separate authorization for the board to seek approval.

The Ohio Revised Code (ORC) governs the dissolution of nonprofit corporations. When a nonprofit corporation in Ohio is dissolved, its assets must be distributed according to specific legal priorities. ORC Section 1702.47 outlines the procedure for distribution of assets upon dissolution. Generally, after paying or making provision for all liabilities and obligations of the corporation, any remaining assets are to be distributed to one or more domestic or foreign corporations or organizations that are organized and operated exclusively for charitable, religious, or educational purposes, or for the prevention of cruelty to children or animals, or for other purposes recognized as exclusively charitable, as the court may direct or as shall be provided in the articles of incorporation or the regulations. If the articles or regulations do not specify a recipient, or if the court cannot determine a suitable recipient, the assets may escheat to the state of Ohio. The key principle is that assets of a dissolved nonprofit must be distributed for a charitable or similar purpose, not to individuals, members, or shareholders, unless such distribution is specifically authorized by law and the corporation’s governing documents for a particular class of members and does not violate the nonprofit’s exempt status. In this scenario, the remaining assets are not designated for a specific charitable purpose in the articles of incorporation, and the court has not directed a distribution. Therefore, the most appropriate action, following the spirit of nonprofit law and the ORC’s framework for dissolved entities, is to distribute the assets to another organization that meets the criteria for charitable or similar purposes, as determined by the court or a designated authority.

The scenario involves a Ohio nonprofit corporation, “Harmony Haven,” which is seeking to sell a parcel of real estate it owns. Ohio law, specifically Ohio Revised Code (ORC) Section 1702.32, governs the disposition of assets by nonprofit corporations. This section outlines the requirements for such transactions, emphasizing the need for board approval and, in certain circumstances, member approval. For a sale of substantially all assets, ORC 1702.32(B) mandates that the board of directors must adopt a resolution recommending the sale and that the sale must be approved by the affirmative vote of two-thirds of the members entitled to vote on the matter, unless the articles or regulations provide for a different vote. However, the question specifies that Harmony Haven is selling “a parcel of real estate,” not “substantially all” of its assets. ORC 1702.32(A) states that a corporation may sell, lease, exchange, or otherwise dispose of all or any portion of its property. The default rule for such dispositions, when not constituting substantially all assets, requires only board approval unless the articles of incorporation or regulations specify otherwise. Therefore, if Harmony Haven’s articles of incorporation or regulations do not require member approval for the sale of individual property parcels, then only the board of directors’ resolution is necessary. The explanation focuses on the statutory framework provided by ORC 1702.32, differentiating between dispositions of substantially all assets and other property sales, and highlighting the role of corporate governing documents in dictating specific approval requirements beyond the statutory minimums.

The Ohio Revised Code, specifically concerning nonprofit corporations, outlines distinct requirements for dissolution. For a nonprofit corporation that has not commenced its activities, dissolution can be accomplished by a majority vote of the incorporators or, if incorporators have not acted, by a majority of the initial directors. If the corporation has commenced its activities, dissolution typically requires a resolution adopted by the board of directors and then approval by a vote of the members holding a specified proportion of the voting power, as defined in the articles of incorporation or bylaws, or by statute if not so defined. Ohio Revised Code Section 1702.47 addresses voluntary dissolution. It stipulates that if a corporation has not commenced its activities, it may be dissolved by a majority vote of the incorporators. If the corporation has commenced its activities, dissolution requires a resolution adopted by the board of directors, followed by a vote of the members. The statute further specifies that if the articles or bylaws do not specify the voting requirement for dissolution, a majority of the voting power of the members is sufficient. Therefore, for a corporation that has commenced its activities and whose articles or bylaws are silent on the specific dissolution voting threshold, a majority of the voting power of the members is the legally prescribed method for voluntary dissolution.

The Ohio Revised Code, specifically Chapter 1702 concerning nonprofit corporations, outlines the procedures for voluntary dissolution. When a nonprofit corporation in Ohio decides to dissolve voluntarily, the process involves several key steps. First, the board of directors must adopt a resolution recommending dissolution, which is then submitted to the members for approval. For most Ohio nonprofit corporations, a majority vote of the members present and voting at a meeting where a quorum is present is sufficient for approval, unless the articles of incorporation or bylaws require a higher threshold. Following member approval, the corporation must file a Certificate of Dissolution with the Ohio Secretary of State. This certificate must include specific information, such as the corporation’s name, the date the dissolution resolution was adopted, and a statement that the resolution was approved by the members. Crucially, before filing the certificate, the corporation must cease conducting its business except as necessary to wind up its affairs. This winding-up process involves collecting assets, paying debts and liabilities, and distributing any remaining assets to designated recipients, typically other tax-exempt organizations as per the articles of incorporation or Ohio law. The filing of the Certificate of Dissolution formally terminates the corporation’s existence. Therefore, the initial step after the board’s resolution is to obtain member approval, which is a prerequisite to filing the dissolution document.

The scenario describes a situation where a nonprofit organization in Ohio, “Harmony House,” is considering a merger with another Ohio nonprofit, “Community Connect.” Both organizations are incorporated under Ohio law. A critical aspect of nonprofit mergers in Ohio involves the transfer of assets and liabilities, and the legal framework governing this process. Ohio Revised Code Section 1702.38 governs the merger of corporations, including nonprofit corporations. This section requires that a plan of merger be adopted by the board of directors of each merging corporation and then submitted to the members of each corporation for approval, unless the articles of incorporation or bylaws specify otherwise. The plan must include details such as the terms and conditions of the merger, the manner of converting the membership interests or shares of each constituent corporation into membership interests or shares of the surviving corporation, and any other details that the board deems necessary. For a nonprofit corporation, the transfer of assets to the surviving entity must also comply with the requirements for disposition of assets, particularly if it involves substantially all of the assets. Furthermore, the merger must be filed with the Ohio Secretary of State. The question focuses on the necessary steps for such a merger to be legally effective under Ohio law, emphasizing the corporate governance and procedural requirements. The correct option reflects the statutory mandate for board and member approval of the merger plan, which is a fundamental requirement for corporate mergers in Ohio. Other options might describe aspects of asset sales or dissolution, which are distinct legal processes, or misstate the approval requirements for mergers.

The Ohio Revised Code, specifically regarding nonprofit corporations, outlines the procedures for amending articles of incorporation. For a nonprofit corporation incorporated in Ohio, a fundamental amendment to its articles of incorporation, such as changing its purpose or name, requires a resolution adopted by the board of directors and then approval by the members. The Ohio Revised Code Section 1702.11(B) states that amendments to articles of incorporation require adoption by the board and then approval by the members by the method prescribed in the code. The method prescribed generally involves a vote of the members at a meeting, with notice given to all members, and a specific quorum and voting threshold met. In this scenario, the board of directors of “The Ohio Valley Heritage Society,” a nonprofit corporation, voted to amend its articles to change its name from “The Ohio Valley Heritage Society” to “Appalachian Cultural Preservation Alliance” and to broaden its stated purpose to include educational programming. This action is a material change requiring member approval. The Ohio Revised Code Section 1702.11(C) specifies that if a corporation has no members or no provision for members, the amendment may be adopted by the board of directors. However, the question implies the existence of members by stating the board initiated the process and that member approval is a consideration. The most common and legally sound method for member approval of such significant changes in Ohio nonprofit law is a vote of the members at a duly called meeting, where a quorum is present and the requisite majority votes in favor. Therefore, after the board’s initial resolution, the amendment must be submitted to the members for their approval.

The Ohio Revised Code, specifically Chapter 1702, governs nonprofit corporations. When a nonprofit corporation in Ohio seeks to dissolve, it must follow a statutory process to ensure proper winding up of its affairs. This process typically involves a resolution by the board of directors, followed by a vote of the members, unless the articles or regulations specify otherwise. After the dissolution is authorized, the corporation must cease carrying on its activities except as necessary for winding up. It must notify creditors, settle its affairs by collecting assets, paying liabilities, and distributing any remaining assets. For a public benefit corporation, remaining assets must be distributed to another organization with similar purposes or to the state for the benefit of the public, as per Ohio Revised Code Section 1702.47(D). A private foundation, as defined by federal tax law, would have specific distribution requirements. The question specifies that the corporation is a public benefit organization, and the dissolution plan involves distributing assets to a separate, unrelated charitable entity. This distribution to an entity that is not itself a public benefit corporation, and the specific mention of the Ohio Revised Code’s requirements for distributing assets upon dissolution to another organization with similar purposes or to the state for the benefit of the public, highlights the importance of adhering to these statutory mandates. Therefore, the dissolution plan must ensure that the distribution of assets aligns with the legal framework for public benefit corporations in Ohio, which prioritizes the continuation of charitable purposes or reversion to the state if no suitable recipient is found.

The Ohio Revised Code, specifically Chapter 1702 concerning nonprofit corporations, outlines the procedures for amending articles of incorporation. For a nonprofit corporation, an amendment to its articles of incorporation requires a resolution approved by the board of directors and then submitted to and adopted by the members. The standard for member approval is typically a majority of the votes cast by members entitled to vote thereon at a meeting of members, provided a quorum is present. Alternatively, if the articles or bylaws permit, written consent of members representing the required vote can be obtained. The question focuses on the scenario where the board of directors proposes an amendment to change the corporation’s name and its principal place of business. This necessitates member approval. The bylaws of the “Veridian Valley Conservancy,” a hypothetical Ohio nonprofit, stipulate that a two-thirds majority of the voting members present at a duly called meeting is required for such amendments, assuming a quorum is met. If 100 members are eligible to vote and 60 members are present and constitute a quorum, then two-thirds of those present would be \( \frac{2}{3} \times 60 = 40 \) votes. Therefore, 40 affirmative votes from the members present are needed to approve the amendment. The explanation does not involve any calculations, but rather the application of Ohio nonprofit law and typical corporate bylaws regarding amendment procedures. The critical aspect is understanding that member approval is generally required for substantive changes to articles of incorporation, and the specific voting threshold is determined by the bylaws, provided it meets or exceeds statutory minimums.

The Ohio Revised Code (ORC) Section 1702.12 outlines the powers of a nonprofit corporation. Specifically, it grants the corporation the power to “borrow money, issue notes, bonds, and other evidences of indebtedness.” This power is essential for a nonprofit to fund its operations, capital expenditures, and programs. When a nonprofit corporation in Ohio enters into a loan agreement or issues debt, it is exercising this fundamental power. The scenario describes a situation where a nonprofit organization is seeking external financing through a loan. The key legal consideration is whether the organization has the statutory authority to undertake such a financial transaction. ORC 1702.12(B)(1) explicitly grants this authority to nonprofit corporations formed under Ohio law, allowing them to secure financing through various means, including loans, to further their corporate purposes. Therefore, the organization’s ability to obtain a loan is directly supported by this provision of Ohio law.

The Ohio Revised Code, specifically Section 1702.30, governs the procedures for calling special meetings of a nonprofit corporation. This section outlines that a special meeting may be called by the board of directors, or by any other person or persons authorized to do so by the articles of incorporation or the regulations. The question presents a scenario where a substantial portion of the membership, specifically 15% of the voting members, wishes to convene a special meeting to discuss concerns about financial mismanagement. Under Ohio law, the articles of incorporation or the regulations are the primary documents that grant authority to call special meetings. While a significant membership interest is a strong indicator of the need for such a meeting, the legal mechanism for calling it is contingent upon the provisions within the corporation’s foundational documents. If the articles or regulations do not explicitly grant members the power to call a special meeting, then only the board of directors, or another entity as specified, can initiate one. Therefore, the ability of the members to directly call a special meeting in this instance is dependent on whether their right to do so is established in the corporation’s governing documents, as opposed to a general statutory right for a certain percentage of members to bypass these documents. The 15% threshold is relevant for other corporate actions, such as demanding inspection of records, but not inherently for calling a special meeting unless specifically provided for in the bylaws or articles.

The Ohio Revised Code (ORC) Section 1702.38 governs the dissolution of nonprofit corporations in Ohio. This section outlines the procedures for voluntary dissolution, which requires a resolution approved by the board of directors and then by the members. Specifically, ORC 1702.38(B) details that a resolution to dissolve must be adopted by the directors, and then submitted to the members for a vote. The statute requires that such a resolution be adopted by the members by an affirmative vote of two-thirds of the voting power of the members present and voting, or by such greater proportion as the articles or regulations may specify. Following member approval, the corporation must file a certificate of dissolution with the Ohio Secretary of State, which includes details about the resolution and its adoption. The ORC also mandates that prior to filing the certificate, the corporation must provide notice of dissolution to known creditors and claimants, and make provisions for the satisfaction of all known liabilities. If the corporation has no members, or if the members have no voting rights, the ORC 1702.38(C) states that the resolution shall be adopted by the directors. Therefore, for a nonprofit corporation with voting members, the member vote is a critical step in the voluntary dissolution process.

The Ohio Revised Code (ORC) Section 1702.30 governs the duties of directors of Ohio nonprofit corporations. This section outlines the standard of care required from directors, often referred to as the “business judgment rule” in a corporate context. Directors must discharge their duties in good faith, in a manner they reasonably believe to be in the best interests of the corporation, and with the care that an ordinarily prudent person in a like position would exercise under similar circumstances. This standard encompasses both diligence and loyalty. When considering a director’s actions, courts will typically examine whether the director acted with reasonable care, informed themselves of all material facts relevant to the decision, and acted in good faith without conflicts of interest. The duty of loyalty requires directors to act solely in the interest of the corporation, not for their personal benefit or the benefit of a third party. The duty of care requires directors to be reasonably informed and diligent in their decision-making processes. A director who breaches these duties can be held personally liable for damages suffered by the corporation. The ORC does not mandate a specific number of meetings per year for directors, but rather emphasizes the quality of their oversight and decision-making.

The Ohio Revised Code, specifically Section 1702.30, outlines the requirements for director meetings. This section mandates that unless the articles of incorporation or the regulations specify otherwise, meetings of the board of directors may be held at any place within or without Ohio. Furthermore, directors can participate in meetings through any means of communication that allows all participants to hear each other simultaneously, such as conference telephone or video conferencing. This provision ensures flexibility in governance for Ohio nonprofit corporations, allowing for efficient decision-making even when directors are geographically dispersed. The core principle is that all directors must be able to communicate and participate effectively during the meeting. Therefore, a virtual meeting where all directors can hear each other would satisfy this requirement, provided it adheres to any additional stipulations in the organization’s governing documents.

The Ohio Revised Code (ORC) Section 1702.30 governs the authority of a nonprofit corporation’s board of directors regarding the sale, lease, or exchange of all or substantially all of its assets. This section outlines the necessary steps and approvals required for such significant transactions. Specifically, it mandates that a resolution authorizing the proposed action must be adopted by the board of directors. Subsequently, this resolution must be submitted to the members for their approval. The ORC requires that notice of the proposed transaction, including a summary of the resolution, be provided to all voting members. The meeting at which the vote occurs must have a quorum present, and the resolution must be approved by the affirmative vote of a specified proportion of the voting power of the members entitled to vote thereon, as defined by the articles or regulations. For a sale, lease, or exchange of substantially all assets, this typically requires a supermajority vote, often two-thirds, unless the articles or regulations specify a different threshold. The question focuses on the procedural requirement for a board’s resolution to be effective for such a disposition of assets, which is the adoption of the resolution by the board itself, serving as the prerequisite for member consideration.

The scenario describes a situation where a nonprofit organization in Ohio is considering a significant change to its corporate structure by merging with another entity. Ohio Revised Code Section 1702.38 governs mergers of nonprofit corporations. This section outlines the required procedures, including the adoption of a merger plan by the board of directors and subsequent approval by the members. The plan must detail the terms and conditions of the merger, including how the assets and liabilities of the merging entities will be handled. For a merger to be effective, it requires the affirmative vote of at least two-thirds of the voting power of the members of each corporation, unless the articles of incorporation or code of regulations specify a different voting threshold. The question asks about the necessary steps for a valid merger under Ohio law for a nonprofit corporation. The core requirement is the approval of a merger plan by the board and then its ratification by the membership, typically with a supermajority vote. The filing of articles of merger with the Ohio Secretary of State is the final step to make the merger legally effective. Therefore, a resolution by the board, followed by member approval with the requisite voting percentage, and finally filing the articles of merger are all essential components.

In Ohio, a nonprofit corporation seeking to dissolve must follow a specific statutory process to ensure its affairs are properly wound up and its assets are distributed according to law. The process generally involves adopting a resolution of dissolution, filing a certificate of dissolution with the Ohio Secretary of State, and then undertaking the winding up of the corporation’s business. This winding up includes ceasing operations, collecting assets, paying liabilities, and distributing remaining assets. For a nonprofit corporation, particularly one that has received tax-exempt status, the distribution of assets upon dissolution is critical. Ohio Revised Code Section 1702.47 outlines the procedures for dissolution and the distribution of assets. It mandates that after paying or making provision for all liabilities, any remaining assets must be distributed to one or more domestic or foreign corporations or organizations that are exempt under Section 501(c)(3) of the Internal Revenue Code, or to governmental entities for public purposes. This ensures that the assets continue to serve charitable or public purposes, aligning with the original intent of the nonprofit’s existence and its tax-exempt status. Failure to adhere to these distribution requirements can lead to the invalidation of the dissolution and potential legal ramifications, including the assets reverting to the state or being subject to escheat. Therefore, the correct distribution of assets is a fundamental step in the lawful dissolution of an Ohio nonprofit.

The Ohio Revised Code (ORC) Section 1702.30 governs the dissolution of nonprofit corporations in Ohio. Specifically, ORC 1702.30(A) outlines the procedures for voluntary dissolution initiated by the members or directors. For a nonprofit corporation to voluntarily dissolve, a resolution to dissolve must be adopted by the members or the board of directors, depending on the corporation’s articles or regulations. Following the adoption of the dissolution resolution, the corporation must file a certificate of dissolution with the Ohio Secretary of State. This certificate must include specific information, such as the name of the corporation, the date the dissolution resolution was adopted, and a statement that the resolution was adopted in accordance with the provisions of ORC Chapter 1702. Furthermore, before filing the certificate of dissolution, the corporation must wind up its affairs. This winding-up process involves ceasing to conduct its business except as necessary for winding up, collecting its assets, paying or making provision for the payment of all its liabilities, and distributing any remaining assets in accordance with the provisions of ORC 1702.30(C). This section mandates that any remaining assets, after satisfying liabilities, must be distributed to one or more domestic or foreign corporations or organizations that are described in ORC 1702.30(C)(3), which typically means organizations qualifying under Section 501(c)(3) of the Internal Revenue Code or other similar exempt purposes. The filing of the certificate of dissolution with the Secretary of State is the final step that formally dissolves the corporation.

The Ohio Revised Code (ORC) Section 1702.30 governs the inspection of records by members of a nonprofit corporation. This section outlines the rights of members to inspect corporate records, including accounting records and minutes of proceedings of the members, the board, and any committee. The right to inspect is generally for a purpose reasonably related to the member’s interest as a member. If a member’s request is for a purpose that is not reasonably related to their interest as a member, or if the request is deemed to be for an improper purpose, the corporation may deny access. The statute does not require a member to state a purpose for inspection, but the corporation can challenge the purpose if it is believed to be improper. In this scenario, the board of directors of the Ohio nonprofit corporation, “Artistic Endeavors of Ohio,” has denied a request from a member, Mr. Silas Vance, to inspect the minutes of all board meetings held in the past five years, citing concerns about potential misuse of the information for personal gain and disruption of board operations. Under ORC 1702.30, a member generally has a right to inspect records if the purpose is reasonably related to their interest as a member. While the board suspects improper motive, the statute does not explicitly allow for denial based solely on suspicion without evidence of an improper purpose. The corporation’s bylaws, if they impose stricter or different inspection rights, would also be relevant, but the statutory right generally prevails unless waived or modified in a manner consistent with the law. The question hinges on whether the board can unilaterally deny access based on a subjective assessment of motive without further justification or process. The statute’s intent is to provide transparency to members regarding corporate governance and financial matters, provided the purpose is legitimate. Without a clear demonstration that Mr. Vance’s purpose is not reasonably related to his membership interests, or that he intends to misuse the information, the denial is problematic under Ohio law. The most appropriate action for the board, if they have genuine concerns, would be to seek clarification of the purpose or to potentially seek a court order to limit inspection if they can demonstrate a clear and present danger of misuse, rather than an outright denial based on suspicion. However, the question asks about the board’s ability to deny access under these circumstances as a matter of law. The law presumes a right to inspect for a proper purpose.

The Ohio Revised Code, specifically Chapter 1702, governs nonprofit corporations. When a nonprofit corporation in Ohio seeks to dissolve, it must follow a specific statutory process. This process typically involves a resolution by the board of directors and, in most cases, approval by the members. For a voluntary dissolution, the corporation’s articles of incorporation will usually outline the required voting thresholds. If the articles are silent on the matter, or if they require a higher threshold, the Ohio Revised Code provides default rules. Generally, for significant corporate actions like dissolution, a majority of the voting power of the members is required. However, the specific language of the articles of incorporation or the bylaws can dictate a different, potentially higher, voting percentage. If the articles of incorporation for the “Oakwood Historical Society” specify that dissolution requires the affirmative vote of two-thirds of the voting power of its members, then this higher threshold must be met. Therefore, the dissolution is valid only if at least two-thirds of the voting members cast affirmative votes.

In Ohio, a nonprofit corporation seeking to dissolve must follow a specific statutory process outlined in the Ohio Revised Code. The initial step typically involves a resolution by the board of directors to recommend dissolution. This resolution must then be submitted to the members for approval. For most nonprofit corporations, the Ohio Revised Code requires a two-thirds vote of the members present and voting at a meeting where a quorum is present, or a two-thirds written consent of all members if no meeting is held. Following member approval, the corporation must file Articles of Dissolution with the Ohio Secretary of State. Before filing, the corporation must also provide notice of dissolution to known creditors and publish notice of dissolution in a newspaper of general circulation in the county where the principal office is located. The Articles of Dissolution must include a statement that the corporation has no debts or liabilities outstanding, or that adequate provision has been made for the payment of all known debts and liabilities. It also must include a plan for the distribution of assets, which, for a nonprofit, must be to another organization that is exempt under Section 501(c)(3) of the Internal Revenue Code or a governmental unit for a public purpose, as per Ohio Revised Code Section 1702.47. The dissolution is effective upon the filing of the Articles of Dissolution with the Secretary of State.

The Ohio Revised Code, specifically Section 1702.30, governs the authority of a nonprofit corporation’s board of directors regarding the sale, lease, or exchange of all or substantially all of its assets. This section requires that such a transaction be authorized by the board of directors and then approved by the members, unless the articles of incorporation or regulations provide otherwise. The approval of members typically requires a vote of two-thirds of the voting power of the members present and entitled to vote at a meeting at which a quorum is present, or a greater proportion if specified in the articles or regulations. The scenario describes a situation where the board of directors of a hypothetical Ohio nonprofit, “Ohio Heritage Preservation Society,” has approved a plan to sell its historic building, which constitutes substantially all of its assets. According to Ohio law, this decision must then be presented to and approved by the society’s members. Without this member approval, the sale cannot proceed, even with board authorization. Therefore, the critical next step for the Ohio Heritage Preservation Society, after board approval, is to obtain the requisite member vote to validate the sale of its assets. This process ensures that significant decisions affecting the core assets of a nonprofit are subject to member oversight, aligning with principles of corporate governance and accountability within Ohio’s nonprofit sector.