Ohio § 1745.55

§ 1745.55.

(A) An unincorporated nonprofit association may be dissolved judicially and its affairs

wound up in any of the following manners: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto

brought as provided by sections 2733.02 to 2733.39 of the Revised Code , in which event the court may order the affairs of the association to be wound up

by its managers as in the case of voluntary dissolution or by proceedings in, and

under the order of, the court of common pleas of the county in this state in which

the association has its principal office; (2) By an order of the court of common pleas of the county in this state in which that

association has its principal office, in an action brought by members entitled to

dissolve the association voluntarily, if any of the following is established: (a) The association's period of existence as set forth in its governing principles has

expired, and it is necessary in order to protect the members that the association

be judicially dissolved. (b) The association is insolvent or is unable to afford reasonable security to those

who may deal with it, and it is necessary in order to protect the creditors of the

association that the association be judicially dissolved. (c) The objects of the association have wholly failed or are entirely abandoned, or their

accomplishment is impracticable. (3) By an order of the court of common pleas of the county in this state in which the

association has its principal office, in an action brought by a majority of the voting

members or by any lesser proportion or number of members that are entitled by the

governing principles to dissolve the association voluntarily, if it is established

that it is beneficial to the members that the association be judicially dissolved; (4) By an order of the court of common pleas of the county in this state in which the

association has its principal office, in an action brought by one-half of the managers

if there is an even number of managers or by one-half of the members if it is established

that the association has an even number of managers who are deadlocked in the management

of the association's affairs, and the members are unable to break the deadlock, or

if it is established that the association has an uneven number of managers, and the

members are deadlocked in voting power and unable to agree upon or vote for the election

of managers as successors to managers whose terms normally would expire upon the election

of their successors. (B) A complaint for judicial dissolution shall be verified by any of the complainants

and shall set forth facts showing that the case is one of those specified in this

section.  Unless the complainants set forth in the complaint that they are unable to annex

a list of members, a schedule shall be annexed to the complaint setting forth the

name of each member and the member's address if it is known. (C) Upon the filing of a complaint for judicial dissolution, the court with which it

is filed shall have the power to issue injunctions, to appoint a receiver with the

authority and duties that the court from time to time may direct, to take any other

proceedings that may be necessary to protect the property or the rights of the complainants

or of the persons interested, and to carry on the activities of the unincorporated

nonprofit association until a full hearing can be had.  Upon or after the filing of a complaint for judicial dissolution, the court by injunction

or order may stay the prosecution of any proceeding against the unincorporated nonprofit

association or involving any of its property and require the parties to it to present

and prove their claims, demands, rights, interests, or liens at the time and in the

manner required of creditors or others.  The court may refer the complaint to a special master commissioner. (D) After a hearing had upon the notice that the court may direct to be given to all

parties to the proceeding and to any other parties in interest designated by the court,

a final order based either upon the evidence or upon the report of the special master

commissioner if one has been appointed, shall be made dissolving the association or

dismissing the complaint.  An order or judgment for the judicial dissolution of an unincorporated nonprofit

association shall contain a concise statement of the proceedings leading up to the

order or judgment, the name of the association, the place in this state where its

principal office is located, the names and addresses of its managers, the name and

address of a statutory agent, and if desired, any other provisions with respect to

the judicial dissolution and winding up of affairs that are considered necessary or

desirable.  Upon the issuance of that order or judgment, the association shall be dissolved.  To the extent consistent with orders entered in that proceeding, the effect of the

judicial dissolution shall be the same as in the case of voluntary dissolution, and

the provisions of sections 1745.52 , 1745.53 , and 1745.54 of the Revised Code with respect to the authority and duties of managers during the winding up of the

affairs of an association dissolved voluntarily, the jurisdiction of courts over the

winding up of the affairs of an association, and receivers for winding up the affairs

of an association are applicable to associations that are judicially dissolved.  If a statement is on file with the secretary of state appointing an agent authorized

to receive service of process on the association, or if any other document is on file

with the secretary of state with respect to the association, a certified copy of any

order or judgment dissolving the association shall be filed with the secretary of

state. (E) A judicial proceeding under this section concerning the judicial dissolution of an

unincorporated nonprofit association is a special proceeding, and final orders in

the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules

of Appellate Procedure or the Rules of Practice of the Supreme Court, whichever are

applicable, and, to the extent not in conflict with those rules, Chapter 2505. of

the Revised Code.