Ohio § 1745.47

§ 1745.47.

(A) The managers of each constituent domestic unincorporated nonprofit association, upon

approving an agreement of merger or consolidation, shall direct that the agreement

be submitted to the members entitled to vote on it at a meeting of voting members

of that unincorporated nonprofit association held for that purpose.  Notice of the meeting shall be given to all members of the constituent domestic

unincorporated nonprofit association entitled to vote at the meeting.  The notice shall be accompanied by a copy or summary of the material terms of the

agreement. (B)(1) In order to be adopted, the agreement, including any amendments or additions to the

agreement proposed at each meeting described in division (A) of this section, shall

receive the affirmative vote of a majority of the voting members of the constituent

domestic unincorporated nonprofit association present at that meeting in person, by

the use of authorized communications equipment, by mail, or if permitted, by proxy

if a quorum is present, or, if the governing principles provide or permit, the affirmative

vote of a greater or lesser proportion or number of the voting members, and the affirmative

vote of the voting members of any particular class that is required by the governing

principles.  If the agreement would effect or authorize any action by the unincorporated nonprofit

association that, under any applicable provision of law or under the governing principles

of the constituent domestic unincorporated nonprofit association, could be effected

or authorized only by or pursuant to a specified vote of the members, the agreement,

including any amendments or additions to the agreement proposed at each meeting described

in division (A) of this section, shall be adopted by the same vote as would be required

for that action. (2) For purposes of division (B)(1) of this section, participation by a voting member

at 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) At any time prior to the filing of the agreement, the merger or consolidation may

be abandoned by the managers of one or more of the constituent unincorporated nonprofit

associations or the comparable representatives of any other constituent entity, if

the power of abandonment is conferred either by the agreement or by the same vote

or action as is required to adopt that agreement.