(A) Except as otherwise provided in the articles or the regulations, each member, regardless of class, shall be entitled to one vote on each matter properly submitted to the members for their vote, consent, waiver, release, or other action.

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Terms Used In Ohio Code 1702.20

  • Articles: includes original articles of incorporation, agreements of merger or consolidation if and only to the extent that articles of incorporation are adopted or amended in the agreements, amended articles, and amendments to any of these, and, in the case of a corporation created before September 1, 1851, the special charter and any amendments to it made by special act of the general assembly or pursuant to general law. See Ohio Code 1702.01
  • 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 director involved and, with respect to meetings, allows all persons participating in the meeting to contemporaneously communicate with each other. See Ohio Code 1702.01
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Directors: means the persons vested with the authority to conduct the affairs of the corporation irrespective of the name, such as trustees, by which they are designated. See Ohio Code 1702.01
  • Member: means one having membership rights and privileges in a corporation in accordance with its articles or regulations. See Ohio Code 1702.01
  • Person: includes , but is not limited to, a nonprofit corporation, a business corporation, a partnership, an unincorporated society or association, and two or more persons having a joint or common interest. See Ohio Code 1702.01
  • Voting member: means a member possessing voting rights, either generally or in respect of the particular question involved, as the case may be. See Ohio Code 1702.01

(B) Unless the articles or the regulations provide otherwise, voting at elections and votes on other matters may be conducted by mail or by the use of authorized communications equipment.

(C) Participation by a member in a meeting through the use of any of the means of communication described in division (B) of this section constitutes presence in person of that member at the meeting. The directors may adopt procedures and guidelines for the use of authorized communications equipment to permit the corporation to verify that a person is a voting member and to maintain a record of any vote.

(D) Unless the articles or the regulations otherwise provide, no member who is a natural person shall vote or act by proxy.