Ohio Code § 1702.27

Ohio Code § 1702.27. Reproduced from the official Ohio Revised Code, with a citation summary, verification link, and related provisions.

§ 1702.27.

(A) Except as provided in division (B) of this section and section 1702.521 of the Revised Code : (1) The number of directors as fixed by the articles or the regulations shall be not

less than three or, if not so fixed, the number shall be three, except that if there

are only one or two members of the corporation, the number of directors may be less

than three but not less than the number of members. (2)(a) Subject to division (A)(2)(c) of this section, unless the articles or the regulations

fix the number of directors or provide the manner in which that number may be fixed

or changed by the voting members, the number may be fixed or changed at a meeting

of the voting members called for the purpose of electing directors, if a quorum is

present, by the affirmative vote of a majority of the voting members present in person,

by the use of authorized communications equipment, by mail, or, if permitted, by proxy. (b) For purposes of division (A)(2)(a) of this section, participation by a voting member

in 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) No reduction in the number of directors shall of itself have the effect of shortening

the term of any incumbent director. (3) Each director shall be a natural person and shall have the qualifications, if any,

that are stated in the articles or the regulations. (4) The articles or the regulations may provide that persons occupying certain positions

within or without the corporation shall be ex officio directors, but, unless otherwise

provided in the articles or the regulations, such ex officio directors shall not be

considered for quorum purposes and shall have no vote. (B) The court of common pleas of the county in which the corporation maintains its principal

office may, pursuant to division (A) of section 1702.521 of the Revised Code , order the appointment of a provisional director for the corporation without regard

to the number or qualifications of directors stated in the articles or regulations

of the corporation.

Source: official Ohio text · Last verified 2026-08-27

At a glance

  • Citation: Ohio Revised Code § 1702.27
  • Jurisdiction: Ohio
  • Code: Ohio Revised Code
  • Text: transcribed from the official source (verify below)

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Statute text is transcribed from the official Ohio Revised Code. Confirm it against the primary source before relying on it:

Not legal advice. Verify against the official source and consult a licensed Ohio attorney.

Common questions

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What subject does Ohio Revised Code § 1702.27 address?

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Statutes are amended, repealed, and renumbered every session. Confirm the current version at the official Ohio source before relying on this text.

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