2006 Ohio Revised Code - 1702.27. Number and qualifications of directors; ex officio directors; provisional directors.

§ 1702.27. Number and qualifications of directors; ex officio directors; provisional directors.
 

(A)  Except as provided in division (B) of this section and section 1702.521 [1702.52.1] of the Revised Code: 

(1) The number of directors as fixed by the articles or the regulations shall be not less than three or, if not so fixed, the number shall be three, except that if there are only one or two members of the corporation, the number of directors may be less than three but not less than the number of members. 

(2) (a) Subject to division (A)(2)(c) of this section, unless the articles or the regulations fix the number of directors or provide the manner in which that number may be fixed or changed by the voting members, the number may be fixed or changed at a meeting of the voting members called for the purpose of electing directors, if a quorum is present, by the affirmative vote of a majority of the voting members present in person or, if permitted, by mail, by the use of authorized communications equipment, or by proxy. 

(b) For purposes of division (A)(2)(a) of this section, participation by a voting member in a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. 

(c) No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director. 

(3) The director shall have the qualifications, if any, that are stated in the articles or the regulations. 

(4) The articles or the regulations may provide that persons occupying certain positions within or without the corporation shall be ex officio directors, but, unless otherwise provided in the articles or the regulations, such ex officio directors shall not be considered for quorum purposes and shall have no vote. 

(B)  The court of common pleas of the county in which the corporation maintains its principal office may, pursuant to division (A) of section 1702.521 [1702.52.1] of the Revised Code, order the appointment of a provisional director for the corporation without regard to the number or qualifications of directors stated in the articles or regulations of the corporation. 
 

HISTORY: 126 v 432(508), § 2 (Eff 10-11-55); 137 v H 295 (Eff 11-3-77); 148 v H 597. Eff 4-10-2001; 151 v H 42, § 1, eff. 8-19-05.
 

Not analogous to former RC § 1702.27 (GC § 8623-120; 112 v 9(52), § 120; 118 v 177(205); Bureau of Code Revision, 10-1-53); but see former RC § 1702.13 (GC § 8623-106; 112 v 9(49), § 106; Bureau of Code Revision, 10-1-53), former RC §§ 1702.27, 1702.13 repealed 126 v 432, § 5, eff 10-11-55.

 

Effect of Amendments

151 v H 42, effective August 19, 2005, rewrote (A)(2); and made minor stylistic changes. 

 

19xx Committee Report or Comment.
 

1955 COMMITTEE COMMENT

Based on new Sec. 1701.56, present Sec. 1702.13, and Section 18 of the Model Act, with the addition of the ex officio provision. This addition will permit a provision in the regulations to the effect that the mayor or other public official of a city or other political subdivision or the president of a university or persons occupying stated positions either in the Government or the corporation or in related organizations shall be ex officio trustees. Such provisions are not unusual in the case of nonprofit corporations. Under the above section, trustees need not be members of the corporation or residents of Ohio, unless the articles or regulations otherwise provide. 

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