Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Ohio

At a glance

Requirements one by one

Meeting calls, notice, and waiver

§ 1702.31(A) names the chair, president, any vice-president, or any two directors as default callers. Its subsection (C) requires notice of place, if any, and time to each director at least two days before each meeting by the listed delivery routes; the notice need not specify purpose. The articles, regulations, or bylaws may vary these defaults. Under § 1702.19(A), a director may waive notice before or after the meeting by a writing, including an authorized electronic transmission, filed with or entered in the meeting record. Subsection (B) treats attendance without protest before or at the meeting's start as a waiver.

Remote presence and quorum

§ 1702.01(Q) defines authorized communications equipment to require a transmission attributable to the member or director and contemporaneous communication among all meeting participants. Section 1702.31(B) allows an inside-or-outside-Ohio meeting by such equipment unless the articles or regulations prohibit director participation that way, and participation counts as presence. Under § 1702.32, quorum ordinarily requires a majority of the whole authorized number of directors, while a majority of directors in office suffices to fill a board vacancy. The articles or regulations may vary the quorum rule.

What trips people up

A vacancy does not generally reduce the § 1702.32 quorum denominator: the ordinary denominator is authorized seats, while the vacancy-filling exception counts directors in office. Section 1702.19(C) describes director attendance as in person or by authorized communications equipment; § 1702.32's board-action rule counts directors present at a quorum meeting. The member-proxy routes elsewhere in the chapter should not be substituted for that director-attendance rule.

Common questions

Can the articles or regulations change the default quorum? Yes. Section 1702.32 begins with an exception for a contrary articles or regulations provision.

Does the notice need to list the agenda? Section 1702.31(C) says the notice need not specify the meeting's purposes.

Statutes and sources

• Ohio Rev. Code § 1702.01, current official text reconstructed from 129th G.A. H.B. 267, accessed September 30, 2026.
• Ohio Rev. Code § 1702.19, current official text reconstructed from 126th G.A. H.B. 699, accessed September 30, 2026.
• Ohio Rev. Code § 1702.31, current official text reconstructed from 126th G.A. H.B. 42, accessed September 30, 2026.
• Ohio Rev. Code § 1702.32, current official text reconstructed from 123rd G.A. H.B. 597, accessed September 30, 2026.