Ohio commonly permits corporations, and
nonprofits to conduct remote and virtual meetings. Remote meetings contingent
on an association’s articles of incorporation, charter, or bylaws. Ohio’s
Planned Communities Act and Condominium Act allow for boards to meet by any
means necessary. If an association is a non-profit, as is the case with most
Ohio associations, it will be governed by the Ohio Nonprofit Corporation Law.
Contact your association’s attorney to see what your community’s options are
for virtual meetings based upon your governing documents.
Unless
otherwise provided in the articles, regulations, or bylaws, and subject to the exceptions
applicable during an emergency for which provision is made in division (G) of
section 1702.11 of
the Revised Code:
(A)
Meetings of the directors may be called by the chairperson of the board, the
president, any vice-president, or any two directors.
(B)
Meetings of the directors may be held at any place within or without the state,
including by means of authorized communications equipment, unless the articles
or regulations prohibit participation by directors at a meeting by means of
authorized communications equipment. Participation in a meeting pursuant to
this division constitutes presence at that meeting.
(C)
Notice of the place, if any, and time of each meeting of the directors shall be
given to each director either by personal delivery or by mail, by overnight
delivery service, or by means of authorized communications equipment at least
two days before the meeting. That notice need not specify the purposes of the
meeting.
(D)
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at that meeting.
Ohio
Planned Community Act 5312.04 Election of officers; powers; meetings.
(A) A board of directors of an owners association shall
elect officers from the members of the board, to include a president,
secretary, treasurer, and other officers as the board designates.
(B) A board may act in all instances on behalf of an association
unless otherwise provided in this chapter, the declaration, or bylaws. The
board may appoint persons to fill vacancies in its membership for the unexpired
portion of any term.
(C) Except during a period of declarant control, the board
shall call a meeting of the owners association at least once each year. Special
meetings may be called by the president, a majority of the board, owners representing
fifty per cent of the voting power in the owners association, or any lower
share of the voting power as the declaration or bylaws specify.
(D) The
board may hold a meeting by any method of communication, including electronic
or telephonic communication, provided that each member of the board can hear or
read in real time and participate and respond to every other member of the
board.
(E) In lieu of conducting a meeting, the board may take an
action with the unanimous written consent of the members of the board. Any
written consent shall be filed with the minutes of the meetings of the board.
(F) No owner other than a director may attend or participate
in any discussion or deliberation of a meeting of the board of directors unless
the board expressly authorizes that owner to attend or participate.
(G) The board of directors of an owners association shall
comply with all applicable state and federal laws concerning prohibitions
against discrimination on the basis of race, color, religion, sex, military status,
national origin, disability, age, or ancestry, including, but not limited to,
Chapter 4112. of the Revised Code. No private right of action additional to
those conferred by the applicable state and federal anti-discrimination laws is
conferred on any aggrieved individual by the preceding sentence.
Added by 128th General Assembly File No.41, SB 187, §1, eff.
9/10/2010.
Ohio
Condominium Property Act 5311.08
Unit owners association.
(A)
(1) Every
condominium property shall be administered by a unit owners association . All
power and authority of the unit owners association shall be exercised by a
board of directors, which the unit owners shall elect from among the unit
owners or the spouses of unit owners. If a unit owner is not an individual,
that unit owner may nominate for the board of directors any principal, member
of a limited liability company, partner, director, officer, or employee of that
unit owner.
(2) The
board of directors shall elect a president, secretary, treasurer, and other
officers that the board may desire.
(3)
Unless otherwise provided in the declaration or the bylaws, all meetings of the
unit owners association are open to the unit owners, and those present in
person or by proxy when action is taken during a meeting of the unit owners
association constitute a sufficient quorum.
(4)
(a) A
meeting of the board of directors may be held by any method of communication,
including electronic or telephonic communication provided that each member of
the board can hear, participate, and respond to every other member of the
board.
(b) In lieu
of conducting a meeting, the board of directors may take action with the
unanimous written consent of the members of the board. Those written consents
shall be filed with the minutes of the meetings of the board.