Ohio Code 1729.19 – Action authorized or taken without meeting
(A) Unless prohibited in an association‘s articles of incorporation or bylaws, any action that may be authorized or taken at a meeting of the members, affected stockholders, the board, or any committee of the board, may be authorized or taken without a meeting, with the affirmative vote or approval of the following:
Terms Used In Ohio Code 1729.19
- Association: means any corporation organized under this chapter. See Ohio Code 1729.01
- Board: means the board of directors of an association. See Ohio Code 1729.01
- members: as used in this chapter with respect to the right of a member to vote, voting procedure, the required proportion of member votes, actions that are required or permitted to be taken by members, and the number of members required for a quorum, means the delegates or other members entitled to vote. See Ohio Code 1729.17
- state: means the state of Ohio. See Ohio Code 1.59
(1) In the case of members or affected stockholders, sixty per cent of the votes of the members or affected stockholders who would be entitled to vote on the action at a meeting for such purpose;
(2) In the case of the board of directors or a committee of the board, all of the directors on the board or all of the committee members on the committee in a writing or writings signed by each of the directors or committee members.
(B) A record of action described in division (A) of this section without a meeting shall be included in the records of the association in the same manner as minutes of meetings of the association’s members, affected stockholders, board, or committee of the board.
(C) Any certificate with respect to the authorization or taking of any action without a meeting that is required to be filed in the office of the secretary of state shall state that the authorization or taking of such action was approved and signed as provided in this section.