The Cleveland Metro Bar Association held the first of four "Reach Out" seminars on March 29, which provide education and free  legal counsel to nonprofit leaders and organizations. This session was entitled "Fundamentals of Nonprofit Governance," and featured John C. Goheen and Jennifer L. Adams of Ulmer & Berne LLP.

            Tim Smanik, Fanger & Associates' resident nonprofit attorney, attended the March 29 seminar and said of his experience; "Cleveland is a really special city in terms of charitable organizations and the people who lead them. We also have a vibrant legal community, and the combination has real potential for Reach Out and the success of nonprofit organizations in general." Tim was pleased that he was able to give his undivided attention to the participating nonprofits, as there were fewer than expected at the first session. Reach Out is hoping and planning for a bigger turnout for the April 19 seminar since the first session had more than enough lawyers to go around. The legal turnout was, according to Tim, "reassuring." He said it was "good to see that other lawyers in the community will give up their time for something this valuable."

The next session held on April 19 will feature Linda A. Striefsky and Jacinto A. Nunez of Thompson Hine LLP and Cynthia A. Binns and John D. Moran of GrafTech International Holdings Inc. on the topics of contract basics and real estate challenges.   To sign up as an attorney or a nonprofit leader, visit the Cleveland Metro Bar Association's Reach Out page at http://www.clemetrobar.org/ReachOut/ for full eligibility requirements.

We thank Tim for his contributions to the nonprofit community and we are proud to have him as a member of our legal team.

Sub H.B. 267- 129^th General Assembly

            Sub H.B. 267 enacted February 8, 2012 adopts the Revised Uniform Unincorporated Nonprofit Association Act. The bill permits unincorporated "Ohio nonprofit organizations to merge and consolidate with other types of domestic and foreign entities in a manner generally similar to mergers and consolidations currently authorized for limited liability companies."  

            H.B. 267 modified previous versions by allowing "the merger or consolidation of two or more corporations," either nonprofit or for profit, if the final entity will be a nonprofit. "The bill also provides "default" mechanisms similar to those in the Nonprofit Corporation Law relating to voting procedures, meeting requirements, and other matters relating to internal governance that apply when an association fails to establish its own rules of governance."

Finally, "The bill provides that if a domestic public benefit corporation is one of the constituent entities of a merger or consolidation that leaves a domestic nonprofit corporation as the surviving entity, the court of common pleas of the county in which the public benefit corporation has its principal office must approve the merger or consolidation. However, no court approval is necessary if (1) the surviving entity or new corporation is a public benefit corporation or (2) the surviving entity or new corporation is not a public benefit corporation, but the domestic public benefit corporation transfers assets as if it were being voluntarily dissolved, returns assets that are required to be returned upon the merger or consolidation, and receives approval of the merger or consolidation by a majority of the directors of the domestic public benefit corporation who have no financial interest in the merger or consolidation. Existing law, retained in the bill, authorizes the Attorney General's charitable law section to review a proposed merger or consolidation involving a domestic public benefit corporation that does not leave a domestic public benefit corporation as the surviving or new entity and to enforce the merger and consolidation provisions of the law."

All information taken from the Ohio Legislative Service Commission Website.  To view the full bill, click here.