Ohio Administrative Code
Title 3335 - Ohio State University
Chapter 3335-1 - In General
Section 3335-1-02 - Members, officers and committees of the board
Universal Citation: OH Admin Code 3335-1-02
Current through all regulations passed and filed through September 16, 2024
(A) Members of the board of trustees.
(1) The
board of trustees of the Ohio state university shall, as provided in section
3335.02 of the Revised Code, be
comprised of seventeen trustees, including two student trustees, who shall be
appointed by the governor, with advice and consent of the senate, with terms of
office as articulated in the Ohio Revised Code.
(2) Student trustees. Student trustees shall
be permitted to participate in all discussion and deliberations of the board,
including attending executive sessions.
(3) Charter trustees. In order to take
advantage of the diverse cultural, geographic, business, professional, public
service and civic backgrounds, talents and experiences of friends and alumni of
the Ohio state university who do not live in the state of Ohio, the position of
charter trustee has been established, in accordance with the following
guidelines:
(a) Charter trustees shall be
non-Ohio residents and shall be chosen on the basis of the following
attributes: Ohio state university alumna/alumnus or friend of the university;
success in his or her chosen field or profession; state, national, or
international prominence; ability to advocate for higher education; and
willingness and ability to offer counsel.
(b) The board shall appoint no more than
three charter trustees at any given time.
(c) Each charter trustee shall be appointed
for one three-year term, commencing on May fourteenth and expiring on May
thirteenth. The reappointment of a charter trustee is not automatic.
Appointment and reappointment decisions will be made with consideration to the
expertise needs of the overall board.
(d) Charter trustees shall have no voting
privileges on the board of trustees, shall not be considered in determining
whether a quorum is present, and shall not be eligible to be officers of the
board, but will otherwise participate in all activities of the board including
membership on committees. Charter trustees who are members of board committees
shall have voting privileges on those committees and shall be eligible to serve
as committee chair or vice chair.
(e) Charter trustees shall be nominated by
the talent, compensation and governance committee and shall be appointed, and
may be removed before the conclusion of his or her term, by a vote of the
board. Upon such appointment, the chair shall cause a letter of appointment to
be delivered to the charter trustee, and a copy of the letter shall be
delivered to the governor.
(4) Ethics and conflicts of interest. All
trustees shall follow the protections of the public set forth in Chapter 102.
and sections 2921.42 and
2921.43 of the Revised Code. In
addition, the board of trustees shall adopt and periodically review a policy on
ethics and conflicts of interest to govern all members of the board of
trustees, Wexner medical center board and their committees.
(5) Statement of expectations. The board of
trustees shall adopt and periodically review a board statement of expectations,
which shall address such topics as comportment among board members, with the
university president and other internal constituents, and with external
constituents.
(6) Indemnification.
Trustees, charter trustees, and non-trustee committee members shall be entitled
to legal defense and indemnification against any claims or liabilities which
might arise from the performance of their duties on behalf of the Ohio state
university to the fullest extent permitted by Ohio law.
(7) Reimbursement of expenses. All trustees,
charter trustees, and non-trustee committee members shall be entitled to
reimbursement for reasonable travel expenses incurred in attending meetings of
a committee or of the board of trustees, or other meetings as a representative
of the board, in accordance with university policy and Ohio law.
(B) Officers.
(1) Number. The officers of the board shall
be a chair, one or more vice chairs, and a secretary. No officer of the board
shall, at the same time, hold more than one board office. The board may elect
such other officers as the board may deem necessary with such authority and
responsibility as delegated to them by the board.
(2) Chair. The chair shall preside at all
meetings of the board. Unless otherwise directed by the board, the chair shall
have the authority to appoint members of and to fill vacancies on all standing
and ad hoc committees and shall serve as an ex-officio member of all standing
and ad hoc committees. Subject to these bylaws, the chair shall work with the
secretary of the board of trustees to fix the date and time of all regular,
special, and emergency meetings, shall sign the journal of all proceedings of
the board, and perform such other duties as may pertain to this
office.
(3) Vice chair. At the
request of or in the absence or incapacity of the chair, the vice chair shall
perform all the duties of the chair and, while so acting, shall have all the
powers and authority of, and be subject to all the restrictions upon, the
chair. In the event that there are multiple vice chairs, these powers and
duties shall devolve upon the senior vice chair, based on length of service on
the board, unless otherwise indicated by the board. In addition, the vice chair
shall perform such other duties as may be assigned to him or her by the board
or by the chair.
(4) Secretary. The
board of trustees appoints the secretary of the board, establishes the
qualifications for filling this role and conducts the annual performance
evaluation for this position. The secretary reports functionally to the board
and administratively to the university president. The responsibilities of the
secretary, which are defined by the board as part of their oversight role,
include:
(a) Serving as the key internal
university liaison for the chair and the board;
(b) Communicating and interacting directly
with the chair and the board to advance the strategic work of the
board;
(c) Serving as the custodian
of and being ultimately responsible for the preservation of all official
records of the board;
(d) Serving
as the custodian of the university seal and causing its imprint to be placed
whenever and wherever appropriate;
(e) Overseeing the maintenance of the minutes
of all meetings of the board and of committees of the board;
(f) Overseeing the operations of the office
of the board of trustees; and
(g)
Performing all other duties customary to the office or assigned by the chair or
the board.
In the absence of the secretary, the associate secretary shall perform the duties of the secretary of the board and all official actions taken by the associate secretary shall be deemed authorized and approved by the board of trustees.
(5)
Election, term of office, and qualifications.
(a) The chair and vice chair(s) of the board
shall be elected annually by the board and shall take office at the adjournment
of the the final meeting of the fiscal year ending June thirtieth. They shall
hold their office through the following final fiscal year meeting of the board
of trustees or until their successors are elected and qualified, so long as
they shall continue to be eligible to serve as officers.
(b) The chair and the vice chair(s) must be
members of the board of trustees. The qualifications of all other officers
shall be determined by the board.
(c) The chair shall be elected to a one-year
term, and may serve up to three consecutive terms as chair. Before the end of
each term, the talent, compensation and governance committee shall conduct a
review of the chair, and after consultation with the members of the board,
shall recommend to the board whether the chair should be reelected for an
additional term.
(d) The vote of a
majority of all trustees then in office shall be necessary to elect or remove
an officer of the board.
(C) Committees of the board.
(1) Standing committees of the board, the
members of which shall be appointed annually by the chair, shall be constituted
and shall consider and make recommendations for action by the board on the
various matters enumerated as follows:
(a)
Academic affairs and student life committee. The academic affairs and student
life committee shall consider and make recommendations to the board regarding
matters pertaining to the teaching and public service programs of the
university and its faculty, staff, and students. Matters to be brought before
the committee may include, but shall not be limited to: teaching and learning;
student success, support and wellbeing; faculty and staff matters; educational
policy; academic structure and organization; student welfare and housing;
collective bargaining; university faculty and student rules; conferring of
degrees, certificates, awards, and other honors; the university system of Ohio;
regional campuses; the Ohio agricultural research and development center;
agricultural technical institute; the university's land-grant mission and
extension programs; athletics; and any other matter assigned to the committee
by the board or the chair of the board.
In addition to the trustees appointed to the committee, the committee shall also consist of at least one student trustee, one member of the university faculty, and up to two additional non-trustee committee members, with majority membership by trustees at all times.
(b) Finance and investment committee. The
finance and investment committee shall consider and make recommendations to the
board regarding matters pertaining to the financial, business, and
administrative management of the university. Matters to be brought before the
committee may include, but shall not be limited to: long-range financial
planning; borrowing and investment policies and strategies; investment
benchmarks and asset allocation; capital and operating budgets and policies;
capital expenditure budgets and investment; financing related to real property
transactions; financial reporting practices; issuance of debt; tuition and
fees; endowment assets and advancement objectives; namings of university
buildings and spaces; purchasing policies; insurance and self-insurance board
appointments efficiency and cost-savings efforts; managed health care systems;
and any other matter assigned to the committee by the board or the chair of the
board.
In addition to the trustees appointed to the committee, the committee shall also consist of at least one student trustee and up to three additional nontrustee committee members with majority membership by trustees at all times.
(c) Talent,
compensation and governance committee. The talent, compensation and governance
committee shall provide oversight and counsel to the president regarding
matters related to the senior leadership of the university, as determined by
the board and the president, and make recommendations to the board regarding
matters pertaining to the organization of the board and involvement and role of
trustees. Matters to be brought before the committee may include, but shall not
be limited to: roles and responsibilities of trustees and senior leadership
positions; position specifications and necessary qualifications; compensation
strategy and comparative data; transition plans; the board structure and
operation; matters related to the trustees, nontrustee committee members and
charter trustee selection process; trustee orientation; reviews of the
president of the university and officers of the board; expectations regarding
trustee comportment; organization of the board office; and any other matter
assigned to the committee by the board or the chair of the board.
The committee shall consist of the chairs of each board committee and the vice chairs of the board. In addition to the trustees appointed to the committee, the committee may also consist of up to three additional nontrustee committee members, with majority membership by trustees at all times. The chair of the board may also appoint to this committee up to one current voting member of the board who formerly served as a board officer.
(d) Master planning
and facilities committee. The master planning and facilities committee shall
consider and make recommendations to the board regarding the university's
physical environment to ensure they enable and advance the university's
academic mission and strategic goals. The committee will serve as stewards of
the campus master plans and district plans. Matters to be brought before the
committee may include, but shall not be limited to: the review and
recommendation for approval of the planning, design, and construction activity
of the university, including the Wexner medical center; university master
planning; development and maintenance of facilities; real property matters;
security and infrastructure updates; and any other matter assigned to the
committee by the board or the chair of the board.
In addition to the trustees appointed to the committee, the committee shall also consist of at least one student trustee and up to three additional nontrustee committee members, with majority membership by trustees at all times.
(e) Legal,
audit, risk and compliance committee. The legal, audit, risk and compliance
committee shall consider and make recommendations to the board regarding
oversight of the university's legal, audit, risk, and compliance functions.
Matters to be brought before the committee may include, but shall not be
limited to: reports regarding significant legal, legislative, and regulatory
matters and initiatives; potential and active litigation; oversight and
monitoring of compliance programs and activities; university and Wexner medical
center enterprise risk management programs and business continuity planning;
approval and monitoring of affiliated entities; internal financial control
systems and reporting; auditing of the university and related entity
operations; internal audit policies, plans, and reports; selection of, and
receiving reports from, independent auditors (in conjunction with the auditor
of state); and any other matter assigned to the committee by the board or the
chair of the board.
In addition to the trustees appointed to the committee, the committee shall also consist of at least one student trustee and up to three additional nontrustee committee members, with majority membership by trustees at all times.
(f) Research,
innovation and strategic partnerships. The research, innovation and strategic
partnerships committee shall consider and make recommendations to the board
regarding matters pertaining to the research programs and activities of the
university, Wexner medical center, faculty, staff, and students. Matters to be
brought before the committee may include, but shall not be limited to: programs
and activities related to research and creative inquiry; policies to support
and enhance research and creative inquiry conducted at the university; the
development and support of strategic internal and external relationships;
outreach and engagement activities of the university's students, faculty, and
staff; and any other matter assigned to the committee by the board or the chair
of the board.
In addition to the trustees appointed to the committee, the committee shall also consist of at least one student trustee, one member of the university faculty, and up to two additional non-trustee committee members, with majority membership by trustees at all times.
(g)
Wexner medical
center board. The university board of trustees retains ultimate sovereign power
and authority over, and fiduciary responsibility for, all aspects of the
mission and operations of the university, including its Wexner medical center.
The university board of trustees nonetheless recognizes the important oversight
role of its Wexner medical center board. The Wexner medical center board shall
consider and make recommendations to the university board of trustees regarding
matters set forth in the Wexner medical center board bylaws. The Wexner medical
center board shall keep the university board of trustees and its committees
apprised of, and make recommendations regarding, Wexner medical center matters.
The university board of trustees and its committees shall consult and seek the
input of the Wexner medical center board on the relevant strategic and
operational matters that come before the university board of trustees.
Trustees who are members of the Wexner medical center board shall represent the interests of both boards during their service. Trustees, public members and ex-officio voting members of the Wexner medical center board shall be appointed by the chair of the university board of trustees in compliance with the procedure set forth in the Wexner medical center board bylaws.
(2) The chair and vice chair of each
committee of the board shall be trustees or charter trustees.
(3) The chair of the university board of
trustees shall appoint the chair, vice chair, and other trustee and
non-trustee members of each committee. The board or the chair of the board may
designate guidelines regarding non-trustee members of committees. Student
trustee, charter trustee, and non-trustee committee members shall be voting
members of the committees on which they serve.
(4) In addition to the committees enumerated
in this bylaw, the board or the chair of the board may establish ad hoc
committees and appoint the members thereof.
(5) Committees of the board of trustees have
no independent decision-making authority, except for
specific exceptions outlined in the Ohio state university Wexner medical center
board bylaws. Any matter or resolution recommended by a committee of the
board shall be presented to the board for its consideration.
(6) Except as provided in paragraph (B)(1) of
rule 3335-93-01 of the Administrative
Code, no trustee shall, during his or her term in office, serve as a director
or officer or in any other capacity of any university affiliated entity or as a
director, officer, or member or in any other capacity of any other university
or related advisory or governance board, committee, or similar body, unless
such service is approved by the chair of the board of trustees.
Disclaimer: These regulations may not be the most recent version. Ohio may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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