Ohio § 1745.52

§ 1745.52.

(A) When an unincorporated nonprofit association is dissolved voluntarily upon the expiration

of the period of existence of the association specified in its governing principles,

the association shall cease to carry on its activities and shall do only those acts

that are required to wind up its affairs, and for those purposes it shall continue

as an unincorporated nonprofit association. (B) Any claim existing or action or proceeding pending by or against the unincorporated

nonprofit association or that would have accrued against it may be prosecuted to judgment

with right of appeal as in other cases, but any proceeding, execution, or process,

or the satisfaction or performance of any order, judgment, or decree, may be stayed

as provided in section 1745.53 of the Revised Code . (C) Any process, notice, or demand against the unincorporated nonprofit association may

be served by delivering a copy to a manager, liquidator, or person having charge of

its assets or, if none of those persons can be found, to the statutory agent. (D) The managers of the unincorporated nonprofit association and their survivors or successors

shall act in accordance with the governing principles until the affairs of the association

are completely wound up.  Subject to the orders of courts of this state having jurisdiction over the association,

the managers shall proceed as speedily as is practicable to a complete winding up

of the affairs of the association and, to the extent necessary or expedient to that

end, shall exercise all the authority of the association.  Without limiting the generality of that authority, they may fill vacancies, elect

managers, carry out contracts of the association, make new contracts, borrow money,

mortgage or pledge the property of the association as security, sell its assets at

public or private sale, make conveyances in the association's name, lease real property

for any term, including ninety-nine years renewable forever, settle or compromise

claims in favor of or against the association, employ one or more persons as liquidators

to wind up the affairs of the association with the authority that the managers see

fit to grant, cause the title to any of the assets of the association to be conveyed

to those liquidators for that purpose, apply assets to the payment of obligations,

perform all other acts necessary or expedient to the winding up of the affairs of

the association, and, after paying or adequately providing for the payment of all

known obligations of the association, distribute the remainder of the assets as follows: (1) Assets held upon a condition requiring return, transfer, or conveyance, which condition

will have occurred by reason of the dissolution or otherwise, shall be returned, transferred,

or conveyed in accordance with those requirements; (2) In the case of a public benefit association, the following apply: (a) Assets held by it in trust for specified purposes shall be applied so far as is feasible

in accordance with the terms of the trust. (b) The remaining assets not held in trust shall be applied so far as is feasible towards

carrying out the purposes stated in its governing principles. (c) In the event and to the extent that in the judgment of the managers it is not feasible

to apply the assets as provided in divisions (D)(2)(a) and (b) of this section, the

assets shall be applied as may be directed by the court of common pleas of the county

in this state in which the principal office of the association is located, in an action

brought for that purpose by the managers or any one of them or by the association,

to which action the attorney general shall be a party, in an action brought by the

attorney general in a court of competent jurisdiction, or in an action brought as

provided in section 1745.53 of the Revised Code for the purpose of winding up the affairs of the association under the supervision

of the court. (3) In the case of a mutual benefit association, any remaining assets shall be distributed

in accordance with the applicable provisions of the governing principles of the association

or, to the extent that no such provision is made, the assets shall be distributed

pursuant to a plan of distribution adopted by the members of the association at a

meeting held for the purpose of voting on dissolution or any adjournment of the meeting.  If no plan of distribution is so adopted by the members, those remaining assets

shall be distributed pursuant to a plan of distribution adopted by the managers.  If no plan of distribution is so adopted by the members or managers, the remaining

assets shall be applied in the manner directed by the court of common pleas of the

county in this state in which the principal office of the association is located,

in an action brought for that purpose by the mutual benefit association, by the managers

or any one of them, or by the attorney general in a court of competent jurisdiction

or in an action brought as provided in section 1745.53 of the Revised Code for the purpose of winding up the affairs of the association under the supervision

of the court. (E) Without limiting the authority of the managers, any action within the purview of

this section that is authorized or approved by the members at a meeting held for that

purpose shall be conclusive for all purposes upon all of the members of the association,

except that nothing in this section shall impair the jurisdiction of courts of competent

jurisdiction to enforce the duties of a public benefit association with respect to

the application of its assets towards its public or charitable purposes, or impair

the power of the state, acting through the attorney general, to require those assets

to be applied, as nearly as may be, towards its public or charitable purposes. (F) All deeds and other instruments of the unincorporated nonprofit association shall

be in the name of the association and shall be executed, acknowledged, and delivered

by a manager of the association. (G) At any time during the winding up of its affairs, the unincorporated nonprofit association

by its managers may make application to the court of common pleas of the county in

this state in which the principal office of the association is located to have the

winding up continued under supervision of the court as provided in section 1745.53 of the Revised Code .