Ohio Administrative Code
Title 3349 - Northeast Ohio Medical University
Chapter 3349-1 - Rules of the Board of Trustees
Section 3349-1-01 - Rules of the board of trustees
Universal Citation: OH Admin Code 3349-1-01
Current through all regulations passed and filed through September 16, 2024
(A) Article I
Enabling legislation
The Ohio General Assembly, through Ohio Amended Senate Bill 72 (with an effective date of November 23, 1973), created the Northeastern Ohio universities college of medicine (now the Northeast Ohio medical university) and empowered its board of trustees to govern and adopt its own rules.
(B) Article II
Statement of purpose
Vision: to be model of excellence in innovative education and impactful research to create transformational health care leaders of tomorrow .
Mission: Northeast Ohio medical university harnesses diversity, innovation and collaboration to create transformational leaders and improve health through education, discovery and service .
Core values: NEOMED incorporates the following values in all that we do:
(1)
Leadership,
(2)
Excellence,
(3)
Advocacy,
(4)
Diversity,
(5)
Equity
and
(6)
Respect.
(C) Article III
Members of the board of trustees and their powers
(1) Section one - number of and types of
members. The government of the university is vested in an eleven member board
of trustees, who shall be appointed by the Ohio governor, with the advice and
consent of the Ohio senate. Two of the eleven trustees shall be current
students of the university appointed in accordance with division (B) of section
3350.10 of the Revised Code.
(a) Trustee emeritus: The university will
confer a nonvoting emeritus status upon a former NEOMED trustee in recognition
of their exceptional service and contributions as a board member. This
designation is meritorious and thus, expected to be limited in number. Emeritus
trustees will receive privileges, including, but not limited to: recognition by
a board resolution of emeritus board status; invitation to attend board
meetings and university events, including commencement, with special seating
privileges and introduction and recognition within the program; invitation to
participate in ad hoc groups or committees where expertise may be beneficial.
The duties of a trustee emeritus will be agreed upon by the board and the
trustee emeritus for the benefit of the university.
(b) Advisory trustee:
the university has established a nonvoting position of an advisory trustee
recognizing the specific knowledge, skills and professional experience that
will enhance the Northeast Ohio medical university. Each advisory trustee will
serve a nonvoting three-year term and may be eligible for appointment to two
consecutive terms (six years total). Privileges include: invitation to attend
the university board meetings as well as annual retreat; invitation to attend
executive sessions of the university board, as requested by the board chair;
invitation to attend university events, including commencement, with special
seating privileges, introduction and recognition within the program; and
invitation to participate in ad hoc groups or committees where their skills,
knowledge or expertise may be beneficial.
(2) Section two - term of office. Except as
provided in division (A)(3) of section
3350.10 of the Revised Code and
except for the student members, terms of office shall be for nine years. Each
trustee shall hold office from the date of appointment until the end of the
term for which the trustee was appointed. Except for the student trustees, who
shall serve terms pursuant to division (B) of section
3350.10 of the Revised Code, the
initial terms of office for trustees appointed under division (A)(2) of section
3350.10 of the Revised Code
shall be as follows: one term ending after September 22, 2009; one term ending
after September 22, 2010; one term ending after September 22, 2011; one term
ending after September 22, 2012; one term ending after September 22, 2013; one
term ending after September 22, 2014; one term ending after September 22, 2015;
one term ending after September 22, 2016; one term ending nine years after
September 22, 2017. Thereafter, terms of office shall be for nine years, as
provided in division (A)(2) of section
3350.10 of the Revised
Code.
(3) Section three -
vacancies. Any trustee appointed to fill a vacancy occurring prior to the
expiration of the term for which the trustee's predecessor was appointed shall
hold office for the remainder of such term. Any trustee shall continue in
office subsequent to the expiration date of the trustee's term until the
trustee's successor takes office, or until a period of sixty days has elapsed,
whichever occurs first. No person who has served a full nine-year term or more
than six years of such a term shall be eligible for reappointment until a
period of four years has elapsed since the last day of the term for which the
person previously served.
(4)
Section four - general powers. The board shall have the powers which are
conferred upon it by the laws of the state of Ohio. It shall do all things
necessary for the creation, proper maintenance and successful and continuous
operation of the university and shall adopt, and from time to time as
necessary, amend, alter or repeal, the rules and any regulations for the
conduct of the board and the governance and conduct of the university. The
board shall employ, fix the compensation of, and remove the president, and such
number of deans, professors
administrators, officers and other employees as
the board may deem necessary.
(5)
Section five - student trustees. Two of the trustees shall be current students
of the university, and their selection and terms shall be in accordance with
division (B) of section
3350.10 of the Revised Code. The
student members shall have no voting power on the board. Student members shall
not be considered as members of the board in determining whether a quorum is
present. Student members shall not be entitled to attend executive sessions of
the board, but may be invited to participate as
directed by the board chair. The student members of the board shall be
appointed by the governor, with the advice and consent of the senate, from a
group of no more than five candidates selected
pursuant to a procedure adopted by the university's student government and
approved by the university's board of trustees. The initial term of office of
one of the student members shall commence ninety days after September 22, 2008
and shall expire on June 30, 2009, and the initial term of office of the other
student members shall commence ninety days after September 22, 2008 and shall
expire on June 30, 2010. Thereafter, terms of office of student members shall
be for two years, each term ending on the same day of the same month of the
year as the term it succeeds. In the event that a student member cannot fulfill
a two-year term, a replacement shall be selected to fill the unexpired term in
the same manner used to make the original selection.
(6) Section six - compensation of trustees.
Trustees shall receive no compensation for their services but shall be paid
their reasonable expenses while engaged in the discharge of their official
duties.
(7) Section seven -
attendance at meetings. In accordance with section
3.17 of the Revised Code,
trustees who fail to attend at least three-fifths of the regular and special
meetings of the board during any two-year period forfeit the member's position
on the board. Emergency meetings of the board shall not be counted in the
attendance calculation. The secretary of the board shall keep an accurate
attendance record and notify any member of the board and the chair of the board
if any member is in jeopardy of such forfeiture.
(8)
Section eight -
virtual meetings. In accordance with section
3345.82 of the Revised Code, the
Northeast Ohio medical university may conduct meetings of the board of trustees
utilizing electronic communication in accordance with rule
3349-1-06 of the Administrative
Code.
(D) Article IV
Officers of the board and their duties
(1) Section one - trustee officers.
(a) The trustee officers of the board are the
chair and vice-chair. Nominations and the election of trustee officers may be
made in any manner determined by a consensus of the board that is consistent
with Ohio law and Robert's Rules of Order. Seniority, defined as length of
service on the board, is one attribute that should be considered. Other
attributes include, but are not limited to, skills necessary to perform the
duties of a particular office, vision, level of interest and willingness to
commit the necessary time to fulfill the duties of the office.
(b) A nominating committee will prepare a
slate of candidates for chair and vice chair that will be presented to the
board at its September meeting. Nominations, including self-nominations, from
the floor will be considered prior to the vote. The chair and vice-chair shall
be elected annually at the September meeting of the board.
(c) An officer will serve a one year term. If
an officer has served for two consecutive terms, he/she may not be elected for
a third consecutive one-year term in that office. An officer who has served two
consecutive terms in a given office, may serve in that office again after a
two-term hiatus.
(d) The term of
office of any trustee officer of the board will expire at the conclusion of the
September meeting or when a successor is elected. The term of the newly elected
trustee officer will commence immediately following adjournment of the meeting
at which they are elected and they shall hold office until the conclusion of
the September meeting or a successor is elected.
(2) Section two - duties of the chair and
vice-chair. The duties of the chair and vice-chair of the board shall be as
follows:
(a) The chair shall preside at all
meetings of the board and shall decide all questions of order. It shall be the
chair's duty to see that the resolutions and documents of the board are
properly executed. The chair
may, for and on behalf of the university and the
board, sign such instruments, contracts, minutes, resolutions, diplomas and
other documents as authorized by the board. The chair,
in consultation with the president, provides input for board agendas and key
issues that may be considered by the board.
(b)
The vice-chair, in the absence or disability of the chair, shall be vested with
the powers and discharge the duties of the chair.
(3) Section three - non-trustee officers. The
secretary and the treasurer, if so elected, need not be members of the board.
The secretary and treasurer, if so elected, by the board shall serve in such
capacity at the discretion of the board.
(a)
Secretary
(i)
The
secretary or associate secretary shall receive and respond to routine
correspondence, inquiries, and requests to the board with the copies thereof to
the chair. The secretary or associate secretary shall receive all transmittals
to the members of the board and shall be responsible for providing copies of
same to all trustees to ensure all board members are apprised. Trustees will
direct board-related requests and suggestions to the board secretary.
(ii) The secretary shall maintain and
keep all records, books, deeds, contracts, documents and papers of the board.
The secretary shall attend all meetings of the board and its committees and
shall make and keep accurate and complete records of minutes of said meetings.
The secretary shall, within two weeks of each meeting, or as soon thereafter as
practical, transmit by mail or where appropriate through electronic means a
copy of the record of the meeting to each member.
(iii) The secretary shall give notice to
the members of the board and to the president of the university of all meetings
of the board, and its committees. The secretary shall provide all other notices
required by law and these rules. Notice may be provided by mail or electronic
means.
(iv)
Requests to address the board or any committee of the board
shall not normally be considered unless submitted in writing to the secretary
or associate secretary at least two weeks prior to any regularly scheduled
meeting. Such requests shall include information requested by the Secretary,
including, but not limited to, the name of the person making the request, the
purpose and subject matter of the request and a summary of the topic to be
addressed.
The chair of the board, in consultation with the chair of any committee of the board and the president, as appropriate, shall, for and on behalf of the board or committee, determine if and when the matter should be scheduled upon the agenda of the board or committee of the board. In the event the chair determines not to schedule the matter on the agenda of the board or committee of the board, the chair shall direct the secretary or associate secretary to provide notice of such request to members of the board for their information.
The board chair has the authority to allow the person to speak and to limit the amount of time that person may speak. After the person finishes speaking, he/she will not be permitted to participate in the discussion unless that person is responding to a question from a Trustee that would be directed first to the chair and then to the visitor.
If the request to address the board relates to a personnel matter or a legal matter that would normally be discussed during a closed "Executive Session," the board chair is authorized to deny the request to speak to the board, indicating the topic is not one that would be discussed in a public meeting.
(v)
When requested by the chair of any committee of the board, and after
consultation with the chair of the board of trustees the secretary, if so
directed, shall likewise attend such meetings, make and maintain minutes of the
meeting, as set forth in this paragraph.
(vi) The secretary shall perform the functions
outlined in a job description approved by the board of trustees and
report directly to the President as an employee of the
University. The secretary shall have an indirect reporting relationship to the
board and will facilitate board meetings and communications and perform other
functions as set forth in the job description.
(b)
Treasurer
(i) A treasurer, if so elected,
shall keep the financial books and records of the university, deposit
university funds and make appropriate payments, maintain proper records of
monies received and spent and submit to the board an annual statement of
accounts and perform such other duties as the board may designate.
(ii) The treasurer, before entering upon the
discharge of his duties, shall give bond to the state of Ohio
or the
university shall secure insurance to assure the faithful performance of
duties and the proper accounting for
all monies coming into his or her care. The
amount of the bond or insurance shall be
determined by the board , providing that it shall not be
for a sum less than the estimated amount of money that may come into the
treasurer's control at any time.
(iii) The treasurer reports to the
president
and works in close cooperation and coordination with the
board of
trustees.
(E) Article V
The university president
(a)
Section one -
chief executive and chief academic officer. The president is the chief
executive and chief academic officer of the university and reports to the board
in that capacity. As such the president is charged with the responsibility and
is vested with the authority to lead the university; properly promulgate those
administrative and academic policies that will support the proper functioning
of the university; develop and implement a university strategic plan; oversee
all of the university's administrative and academic operations; act as the
university's spokesperson (or designee); and perform such other duties as may
be delegated by the board. The board hereby authorizes the president to execute
all contracts, leases and other documents on behalf of the university. The
board further authorizes such administrative officers of the university as
identified by the president to execute contracts and other documents on behalf
of the university.
(b)
Section two - meetings of the board and committee
membership. The board hereby grants to the president the right to attend all
meetings of the board, except those meetings where he/she may have a perceived
or real conflict of interest. The president is hereby invested with ex-officio
membership on all board committees.
(c)
Section three -
communications with the board. The president will keep the board appropriately
informed about significant issues affecting the university; and of public
events and opportunities where trustee presence will further the interests of
the university. The trustees shall refrain from representing the university
without the president's knowledge and involvement; and they will communicate
with the president in a timely manner if significant information or issues are
brought to their attention by someone other than the president or another
administrative officer in the normal course of business.
(d)
Section four -
performance review. The annual presidential performance review will be
conducted by the full board in an executive session at the last regularly
scheduled meeting of the fiscal year. The board will review the performance of
the president based on the goals submitted by the president and reviewed and
approved by the board. The process for the review will include a
self-assessment by the president; goal setting for the coming fiscal year; a
discussion between the president and the board; and a private session in which
feedback to the president is provided by the chair and vice chair of the board
immediately following the meeting at which the performance review is conducted.
Any changes in compensation will be approved by the board at an open and public
session of the board. The general counsel and board secretary will provide
staff support for the performance review process.
(F)
Article VVI
Legal counsel
The general counsel of the university, when designated as an assistant attorney general for the state of Ohio, shall act as counsel to the board of trustees and is authorized to practice law on behalf of the university. The board of trustees, its individual members, the president of the university and those so designated by the foregoing are entitled to privileged attorney-client communications with the general counsel.
(G)
Article VI VII
Meetings of the board
(1) Section one - regular meetings. Regular
meetings of the board shall be held at least four times a year.
(2) Section two - special meetings. Special
meetings may be called at the discretion of the chair. In addition, the chair
shall call a special meeting upon the written request to the chair of any three
trustees or the president. The notice for the special meeting shall specify the
date, time, place and purpose thereof. The chair shall cause the secretary to
give notice of the special meeting no less than seventy-two hours prior to the
time of the commencement of the meeting. Notice may be given in oral or written
form by telephone, facsimile, hand delivery, regular mail or by e-mail if so
authorized by the member or those persons entitled to notice.
(3) Section three - emergency meetings. An
emergency is an unforeseen combination of circumstances or the resulting state
that calls for immediate official action. An emergency meeting may be called by
the chair, by any three trustees or the president in consultation with the
chair. The individual calling the meeting shall direct the secretary to notify
immediately those persons entitled to notice of the date, time, place and
purpose of the meeting. Said notice may be in either oral or written form; it
may be served either in person or by telephone, facsimile, hand delivery,
regular mail or e-mail. Emergency meetings are specifically excluded from the
attendance requirement set forth above.
(4) Section four - conformance with the Ohio
public meeting act. All regular, special, emergency, committee meetings and
executive sessions of the board shall be held in conformance with the
requirements of Ohio law governing public meetings. Public meetings shall not
include attendance by a majority of board members of the board or a majority of
board members of any committee or subcommittee of the board at information
sessions, campus events, social or other activities which do not involve a
prearranged discussion of university business by such members of the board.
(5) Section five - public notice
of meetings.
(a) Any person or news medium may
receive notification of the date, time and place of all regularly scheduled or
emergency board meetings and the date, time, place and purpose of all special
board meetings; by delivering an oral or written request to the secretary of
the board. Oral requests may be made in person or via electronic means during
normal business hours.
(b) Any news
media representative may obtain notice of the date, time, place and purpose of
all special meetings of the board by requesting in writing that such notices be
provided. All requests for such notification shall be addressed to the
secretary of the board of trustees.
(6) Section six - order of business. Unless
otherwise specifically stated in the notice of meeting, any business may be
transacted at any meeting of the board. Usually the order of business of all
regular meetings of the board will be as follows unless otherwise designated by
the chair:
(a) Roll call;
(b)
Review of agenda
and recusal (as necessary);
(c) Disposition of
minutes of previous meeting(s);
(d) Guest
speaker/presentation (as necessary);
(e) Reports of the
standing committees of the board;
(f) Report of the
president;
(g) Report of the vice presidents (as
necessary);
(h) Old business;
(i) New
business;
(j) Election of officers (as necessary);
(k)
Administrative
appointment (as necessary);
(l) Executive session
(as necessary);
(m) Adjournment.
(7) Section seven - quorum and voting. A
majority of the number of trustees of the board fixed by law must be present in
person at such meeting in order to constitute a quorum for the transaction of
business. Except as otherwise specifically provided by statute or these rules,
the act of a majority of the trustees present at any meeting at which a quorum
is present shall be the act of the board of trustees. In the absence of a
quorum, a majority of those present may adjourn a meeting from time to time
until a quorum is had.
(8) Section
eight - seconding of a motion. In accordance with Robert's Rules of Order, when
a motion emanates from a committee report which contains a recommendation, the
recommendation is made as a motion at the conclusion of the committee chair's
(or designee) presentation. No second is required for such a motion, since it
is made on behalf of the committee.
(9) Section nine - record of meetings. A
record of all board meetings shall be made and kept by the secretary of the
board and made available to the public upon request.
(10) Section ten - rules of order. Robert's
Rules of Order shall be accepted as authority on all questions of parliamentary
procedure not determined by the most current version of the rules.
Any motion shall be reduced to writing upon request of a trustee. The general counsel, or another person designated by the chair, will act as a parliamentarian and will be available to consult with and advise the board on all matters of parliamentary procedure.
(H) Article VIII
Contracts, loans, checks and deposits
(1) Section one - contracts. The board may
authorize, the president or other university officers to prepare proposals for
contracts with any person, firm or other entity, sign contracts between the
board and any such person, firm or other entity, execute bonds and undertakings
required for the faithful performance of such contracts and deliver vouchers
and receipts in connection therewith.
(2) Section two - loans. No loans shall be
contracted on behalf of the board and no evidence of indebtedness shall be
issued in its name unless authorized by the board.
(3) Section three - checks, drafts, etc. All
checks, drafts, or other orders for the payment of money, bills of lading,
warehouse receipts, obligations, bills of exchange or insurance certificates
shall be signed or endorsed by such officer or officers, agent or agents of the
board and in such manner as shall be determined by resolution of the board from
time to time.
(4) Section four -
deposits and accounts. All funds of the university, not otherwise employed,
shall be deposited from time to time in general or special accounts in such
banks, trust companies or other depositories as the board may select, or as may
be selected by an officer or officers, agent or agents of the board to whom
such powers may from time to time be delegated by the board and under such
restrictions or terms or conditions as the board may prescribe. For the purpose
of deposit and for the purpose of collection for the account of the university,
checks, drafts, and other orders for the payment of money which are payable to
the order of the university may be endorsed, assigned and delivered by any
officer or agent of the board.
(I) Article IX
Committees
(1) Section
one - standing committees of the board.
(a)
The standing committees of the board and the matters committed to their charge
shall be as set forth in this paragraph. The chair of the board shall appoint
trustees to these committees with input from the
president.
The chair of the board shall be an ex officio member of all committees. The chair of the board has the same rights as other committee members. The president of the university shall be an ex officio, nonvoting member of the standing committees.
(b) Insofar as practicable, the committees
shall be constituted and committee chairs appointed by the newly elected chair
of the board within the first thirty days after the September board meeting.
Committee members and chairs shall serve until their successors are
appointed.
(c) The chair of the
board shall appoint a chair and may appoint a vice-chair of each committee. The
chair of the board should consider the senior members of the board for these
positions. If the chair of the committee is unavailable to chair the meeting,
then the vice-chair shall conduct the meeting. If the chair and vice-chair are
not available, then the chair of the board of trustees may preside over the
committee meeting if matters must be timely considered, or the chairperson of
the board may appoint a chair pro tem to preside over the committee
meeting.
(d) The chair of the board
may appoint the members of the committee, including a temporary appointment of
a trustee who may take the place of any absent member of the committee for
purposes of satisfying the quorum requirements or voting requirements for the
period stated by the chair.
(e) The
president shall designate an appropriate administrative staff member who will
assist the chair of each standing committee in the preparation of the agenda
and supporting documentation. The chair shall allow sufficient time for the
preparation of this documentation in accordance with the notice provisions
contained in paragraph (F) of rule
3349-1-01 of the Administrative
Code. Supporting documentation for all actions requiring board approval will be
delivered to the members a minimum of five working days in advance of the
meeting.
(f) The chair may also
appoint special committees and task forces as necessary. In discharging their
responsibilities, the committees shall conform to the policies established by
the board, report their recommendations to the board, and refer to the board
all matters of broad significance to the university.
(2) Section two - responsibilities of
standing committees.
(a) The executive
committee shall consist of the chair of the board, the vice-chair, and two
additional board members, one of whom shall be the immediate past chair, if
available. It shall provide oversight on behalf of the board and recommend
actions for consideration, as necessary, by the full board.
The chair of the
board shall serve as chair of the executive committee unless the chair
designates another member of the committee to serve in that capacity.
(b) The academic and scientific affairs
committee shall discharge the supervisory duties as prescribed by the board
with respect to matters pertaining particularly to educational and research
programs. The board of trustees hereby acknowledges
that the president, in conjunction with the faculty will work together to
develop and implement new programs and to implement changes to existing
programs. The board also notes that if the president deems it advisable or
necessary to seek the endorsement, consensus or approval of the board for a
specific, significant, or unique programmatic approach, the board will do so
upon the recommendation of the president. The academic and scientific affairs
committee
review and recommend to the board
awarding of degrees to students from the university and monitor the academic
policies of the university.
(c) The
finance, fiscal rule and investment committee shall discharge the duties as
prescribed by the board with respect to the financial affairs of the university
including consideration and recommendation of all rule matters relating to the
university budget and financial operations; internal and external audit
functions and reporting; personnel matters; facilities planning and oversight
that involve the expenditure or commitment of funds related to capital planning
and capital projects for the university. The internal
auditor reports to the president who will present any significant findings to
the board unless the president has a conflict of interest. In the event of a
presidential conflict of interest, the matter will be referred to the chair and
the vice-chair of the board.
As required by divisions (C) and (D) of section 3345.05 of the Revised Code, the finance, fiscal rule and investment committee shall serve as the university's investment committee. As such it shall meet at least quarterly. The committee shall review and recommend revisions to the board's investment rule and shall advise the board on its investments. The committee shall be authorized to retain the services of an investment advisor who meets the qualifications set forth in the university's investment rule and in accordance with division (D) of section 3345.05 of the Revised Code.
(d) The institutional
advancement committee includes the responsibility for the activities of the
university advancement including resource development, communications, public
relations and alumni relations. It shall be responsible for advising the board
on rule formulation, strategies and priorities for increasing the financial
resources of the university in keeping with its long-range programmatic and
capital plans.
The committee partners with and supports the development efforts of the Northeast Ohio medical university foundation. The chair of the institutional advancement committee may serve as a liaison to the NEOMED foundation board and provide strategic direction on behalf of the NEOMED board of trustees.
In addition, committee will assist the president in establishing liaisons with foundations, business and industrial organizations to the mutual benefit of such organizations together with the university. These relationships may involve programs or research projects which support scientific requirements in which the faculty and staff of the university have expertise.
(e) Nominating committee is a three member
committee. Membership on the nominating committee will include a trustee whose
term on the board is expiring, a trustee who has indicated no desire to serve
either as chair or vice chair, and one other member. The chair of the committee
will be the trustee whose term is expiring. The chair of the nominating
committee will appoint the other members of the committee in consultation with
the chair of the board.
(f) Trustee
committee
The executive committee shall appoint the trusteeship committee that will meet on an "as needed" basis to:
(i) Consider proposed changes in the rules of
the board, and make recommendations to the board, as appropriate, for its
attention or action;
(ii) Provide
for periodic board self-evaluation and assessment;
(iii) Consider other matters as appropriate
to a trusteeship committee, or as assigned by the executive committee or the
board.
(3)
Section three - the board may establish such ad hoc and standing committees as
it may deem appropriate, to make recommendations to the board.
(4) Section four - the chair of the board may
appoint nontrustees to serve on committees of the board of trustees. However,
since the governing power of the board is not delegable the non-trustee members
do not have the right to vote. It is permissible to have non-trustees serve in
an advisory capacity on all committees.
(J) Article X
Conflict of interest, conflict of loyalty
No trustee shall participate in deliberations or vote on a university contract, action or transaction when the trustee has a financial, personal or fiduciary interest in any person or entity affected by such contract, action or transaction. The board will consistently follow protocols for addressing conflicts. The trustee having the prohibited interest shall make full disclosure thereof and shall abstain from any deliberations and vote on any such matter. If a trustee recuses himself or herself, that trustee may be asked to leave the board room during the discussion and votes on that matter. Any contract, action or transaction in which one or more trustees have a prohibited interest may be approved by an affirmative vote of a majority of voting trustees who are not interested in the contract, notwithstanding the fact that the disinterested trustees constitute less than a quorum of the trustees.
(K) ArticleXI
Amendment
The rules may be altered, amended or repealed, and new rules may be adopted, by the affirmative vote of a majority of the trustees, provided that the notice of any meeting at which such action is proposed to be taken shall state the substance of the rule to be made or repealed or the alteration or amendment. Unless waived in writing by all trustees, notice of any such meeting shall be mailed, delivered personally or by any appropriate electronic means to each trustee at least thirty days before the date of the meeting.
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