Ohio Administrative Code
Title 3356 - Youngstown State University
Chapter 3356-1 - Meetings; Board Members
Section 3356-1-01 - Bylaws

(a) The board shall meet no less than four times each year, and at such other times as may be necessary for the best interests of the university. Meetings shall be called at such times as the board prescribes, provided, however, that meetings will usually be held in the months of September, December, March, and June. At the time of the adjournment of each meeting, the board shall provide, by resolution, the date, time, and place for holding the board's next regular meeting. No less than five days prior to the date of a regular meeting, the secretary, or designee, shall provide written notice of said meeting to every member of the board. Notices may be hand-delivered or sent via facsimile, electronic mail, or by first class mail to the residence or business address of a board member.

(b) Any board member may waive notice of a regular meeting. Attendance of a board member at a regular meeting shall constitute a waiver of notice of the regular meeting.

(a) Special meetings of the board may be called by written request (the "Call") signed by the chairperson, the president, or by three trustees, and delivered to the secretary. The "Call" for a special meeting shall specify the date, time, place, and purposes thereof, although other business than that specified in the "Call" may be considered at any such meeting. Upon receipt of a call for a special meeting, and no less than forty-eight hours prior to the time of commencement of the special meeting, the secretary, or designee, shall provide notice of the special meeting to every member of the board and to the president. Notice of a special meeting shall include the date, time, place, and purposes thereof, as set forth in the "Call." Notice of a special meeting may be given in oral or written form and may be given directly to the board member by telephone or direct conversation, or by facsimile, hand delivery, electronic or first-class mail sent to the board member's residence or place of business.

(b) Any board member may waive notice of a special meeting. Attendance of a board member at a special meeting shall constitute a waiver of notice of the special meeting.

(a) All regular and special meetings of the board shall be held on university property or through YSU supported technology as provided by law, or on rare occasions off-campus, but with easy access to the public, if circumstances warrant as determined by the chairperson and the president and as provided by law. The place of all board meetings shall be specified in the notice of the meeting.

(b) Emergency meetings of the board shall be held on university property unless, in the judgment of the person or persons making the "Call," the circumstances creating the emergency render a meeting on university property either physically impractical or infeasible.

(a) A majority of the trustees, when duly convened pursuant to university bylaws, shall constitute a quorum for the transaction of business at any meeting of the board. Student trustees shall not be considered in the determination of a quorum. If less than a majority of the trustees are present at, or at any time during said meeting, a majority of the trustees present may adjourn the meeting from time to time without further notice. When, upon reconvening any such adjourned meeting, and with a quorum present, any business may be transacted which might have been transacted at the meeting as originally notified.

(b) At any meeting where a quorum is present, a majority vote of those present and voting shall be required for any official action by the board, except as otherwise permitted by law or by the bylaws contained in this rule.

(c) A trustee may abstain from voting on a matter. A trustee that abstains from voting shall be counted in the determination of a quorum but shall not be counted as voting in favor or against the matter upon which the vote is taken. Trustees having a direct personal or pecuniary interest in a matter that is not common to other members of the board should declare that interest and refrain from discussing and voting on that matter.

(a) At each meeting of the board, the chairperson, or in the chairperson's absence, the vice chairperson, or in the absence of both, a chairperson pro tempore, chosen by a majority of the trustees present, shall preside. The secretary, or in the secretary's absence, any person appointed by the chairperson, shall keep the minutes of the meeting, and otherwise perform the duties of secretary of the meeting.

(a) Roll call.

(b) Proof of notice of meeting.

(c) Disposition of minutes.

(d) Presentation(s) from the university community (optional).

(e) Report of the president.

(f) Report of the committees of the board.

(g) Communications and memorials.

(h) Unfinished business.

(i) New business.

(j) Chairperson's remarks and requested additional president's remarks as chosen to be offered.

(k) Election of board officers (as pertinent).

(l) Time and place of next regular meeting of the board.

(m) Adjournment.

(a) Any proposed action introduced by a board member which would substantially affect university policy shall be presented to the chairperson prior to the meeting at which the matter is to be considered by the board. The proposed action shall be submitted in sufficient time to allow the chairperson to assign the proposed action to an appropriate board committee to review such action and to make whatever recommendations to the full board the committee deems to be appropriate.

(b) The annual budget and all other major questions of university policy recommended by the president shall be presented to each member of the board prior to the meeting at which the matter is to be considered by the board. The proposed action shall be submitted in sufficient time to allow the appropriate board committee to review such action and to make whatever recommendations to the full board it deems to be appropriate.

(c) Any business to be presented to the board by other than a board member or the president shall be submitted in writing to the chairperson, who shall refer it to the appropriate board committee for consideration and possible action. The chairperson may direct that such business be placed on the agenda.

(a) Public notice of all board meetings shall meet or exceed that required by Ohio law, section 121.22 of the Revised Code.

(b) Any person or news medium may ascertain the time and place of all regularly scheduled board meetings and the time, place, and purpose of all special board meetings by contacting university communications or on the internet at board of trustees website. The local media, and other interested parties, will be made aware of upcoming meetings of the board when requesting such notification by contacting the office of communications.

(a) There shall be at least annually a board orientation developed specifically for onboarding new members of the board but will be open to all board members to attend.

(b) The orientation shall include the chair, vice chair, secretary, and president and the executive officers of the university as well as any other individual invited to present at and/or attend the orientation.

(c) The orientation should be constructed in such a fashion that new board members in particular can more easily and rapidly engage themselves fully in all matters before the board as specified in university bylaws and otherwise specified by law.

(d) Orientation may be comprised of various types and levels of engagement and interactions that optimally served the purpose of the orientation session(s).

(a) The board may nominate and appoint persons to the position of national/global trustee. National/global trustees shall be nominated and appointed by the board of trustees on the basis of one or more of the following criteria: success in chosen field or business; state or national prominence; ability to serve as an advocate for higher education; ability and willingness to offer advice to the board and university president and/or demonstrated support for Youngstown state university.

(b) There shall be no more than three persons serving in the position of national/global trustee at any one time. National/global trustees shall serve staggered terms such that no more than one such position expires in a calendar year.

(c) Each national/global trustee shall be appointed for a three year term and shall be eligible to serve a second consecutive three year term. A national/global trustee that has served two consecutive terms shall not be eligible for reappointment as a national/global trustee until not less than one year has passed since the conclusion of his or her term as a national/global trustee.

(d) National/global trustees shall have no voting privileges on the board, shall not be considered in determining whether a quorum is present and shall not be eligible to be an officer of the board, but may otherwise participate in all activities of the board.

(e) National/global trustees shall not be compensated for their service but shall be paid their reasonable and necessary expenses in the same manner that applies to trustees.

(f) National/global trustees shall follow the Ohio ethics laws, including those set forth in Chapter 102. and sections 2921.42 and 2932.43 of the Revised Code, the board's bylaws and university policy.

(g) National/global trustees shall be appointed by board action after nomination by the governance committee of the board in accordance with the process described for the nomination and election of board officers set forth in the bylaws contained in paragraph (D)(6)(i) of this rule.

(h) National/global trustees may be removed by a majority vote of the board.

(i) A trustee may serve as a national/global trustee, but cannot be appointed to serve as a national/global trustee until at least one year after the board member's term as a trustee has ended.

(j) An employee or former employee of the university may serve as a national/global trustee but cannot be appointed to serve as a national/global trustee until at least one year after that person's compensated service to the university has ended.

(k) National/global trustees shall be entitled to legal defense and indemnification against claims and liabilities that might arise from the performance of their duties on behalf of the board to the fullest extent permitted by Ohio law. In addition, the national/global trustees will be considered a "volunteer" for purposes of coverage under the university's liability insurance.

(a) Five members of a standing committee shall constitute a quorum, unless otherwise provided. A majority of the members of subcommittee of a standing committee shall constitute a quorum, unless otherwise provided. The act of a majority of the members present and voting at a meeting at which a quorum is present shall be the act of the committee or subcommittee. However, regardless of the existence of a quorum in number, at least one of the following four persons must be present at a committee or subcommittee meeting in order for the committee to conduct business:

(b) A majority of the members of a special or ad hoc committee, including any student trustees, shall constitute a quorum. The act of a majority of the members present and voting at a meeting at which a quorum is present shall be the act of the special or ad hoc committee.

(c) The board and university administration will mutually develop committee agendas, with the chairperson having authority to approve all final agendas.

(a) Academic excellence and student success committee.

(b) Institutional engagement committee.

(c) Finance and facilities committee.

(d) Investment committee.

(e) Intercollegiate athletics committee.

(f) University affairs committee.

(g) Workforce education and innovation committee.

(h) Executive committee.

(i) Governance committee.

(a) Budget. At a meeting of the finance and facilities committee prior to the board's last regular meeting of the university's fiscal year, the president shall present to the board the draft budget for the ensuing fiscal year. The budget shall be presented in a form showing estimated income and the allocations for the university's major areas of expenditure in accordance with general account classifications of the state of Ohio and shall be accompanied by a review describing the major changes.

As may be necessary, the budget may be revised from time to time by the board. After approval by the board, the budget shall govern financial transactions. The president shall establish procedures for the expenditure of all budgeted funds in accordance with the policies of the board. In administering the budget, the president may make or authorize transfers or adjustments in individual budget accounts or in local unrestricted accounts provided that no such action shall increase the total of budgeted expenditures. Whenever income fails to meet budgeted income, the president shall present to the board for its review and approval a plan to address any anticipated shortfalls. The status of the budget shall be reported to the board at each of its regularly scheduled meetings.

(b) Revisions of fees and other charges. From time to time, but no less than annually, the president shall recommend to the board for its approval a continuation or revision of the instructional fees, tuition, general fees, and other uniform charges.

(c) Service charges. The president may fix and announce other fees, fines, and rental or service charges. No such other fees or charges shall be imposed until authorized by the president.

(d) Purchase of insurance.

(e) Inventory of real property. At the close of each fiscal year, the president shall cause to be prepared and submitted to the board, at or before its first regular meeting after September first of each year, an inventory of all real property managed, owned, leased, rented, or under option to the university. This report shall include acreage held, an estimate of land and building values, a general statement on the condition of the physical plant, and such other details as may be directed by the board or the president.

(f) Obligation of the university. At the close of each fiscal year the president shall cause to be prepared and submitted to the board a report describing the obligations of the university, financial and otherwise, the terms and conditions of repayment or satisfaction of such obligations and any security given by the university toward such obligations.

(g) Annual financial report. At the end of each fiscal year, the president shall cause to be prepared and submitted to the board, at its first regular meeting after the audit of the university has been released by the auditor of state, a comprehensive financial report. The report should summarize all financial transactions, note changes in fund balances, and tabulate expenditures in accordance with generally accepted accounting principles for state agencies.

(h) Youngstown state university development service agreement. At the end of each fiscal year the president shall cause to be prepared and submitted to the board a report pertaining to the university's development functions. Said report shall include detailed information regarding the university's relationship with the YSU foundation and activities performed by the Youngstown state university development service agreement entered into between the university and the YSU foundation.

(a) As recommended by the president and approved by the board, certain university operations, whose income includes substantial amounts of other than imposed fees or appropriated revenue, shall be designated as auxiliary services. For budgeting purposes, an auxiliary service is a fiscal entity. The president shall cause to be prepared and submitted to the finance and facilities committee, at or before its first meeting after September first of each year, an annual report including an itemization of income and expenditures and a résumé of the operation for the year.

(b) Except for those auxiliary activity accounts otherwise restricted, there may be a transfer of balances among them or to other university purposes as directed by the president with the approval of the finance and facilities committee.

(c) The rental policies of the university as approved by the board also apply to all auxiliary activity facilities.

(a) Degrees, titles, and certificates shall be awarded by the board upon recommendation of the university faculty and transmitted to the board by the president. All diplomas issued to those receiving degrees and titles from the university shall be signed by the chairperson and the president.

(b) Honorary degrees. The board will consider the conferral of honorary degrees given the recommendations to the provost by the academic senate as stipulated in its charter and the provost to the president as recommended to the board.

(c) Commencement speakers. The board will consider the selection of a commencement speaker given the recommendations to the provost by the academic senate as stipulated in its charter and the provost to the president as recommended to the board.

(a) Any and all persons desiring to address the board shall submit in writing a request for permission to address the board. Such request shall be submitted not less than three weeks prior to the meeting of the board at which the party requests to be heard.

(b) All such requests shall be submitted to the board chairperson through the secretary to the board of trustees, by submission either directly to the secretary or through the office of the president of the university.

(c) All such requests shall state the subject of the matter to be addressed to board, the identity or identities of the person(s) who will speak to the subject matter before the board, the relationship(s) of such person(s) to the university and the matter being brought to the attention of the board, the postal and electronic mail addresses and daytime telephone number of the person(s) requesting permission to address the board.

(d) As the standing committees of the board are composed of all of the board's trustees, the board chairperson may in his or her discretion, refer any request to address the board to such committee of the board as the chairperson deems appropriate.

(e) Any presentation to the board or a committee thereof contemplated under this procedure shall not be longer than five minutes in total length. The board chairperson and/or the chair of the board committee before which such presentation is to be delivered may at any time, in his or her discretion, increase or decrease the number of persons addressing the board or committee, and/or lengthen, shorten, or cancel the time permitted for any address or presentation.

(f) The format and substance of any address or presentation to the board or its committees shall at all times remain within the bounds of relevance, civility, and decorum as shall be determined in the sole discretion of the chairperson of the body before which the matter is addressed or presented. The chairperson of that body shall at all times possess the authority to lengthen, short, or cancel, without notice or action of the body, the time allotted to any address or presentation.

(g) No request to address the board or any of its committees shall knowingly be permitted or permitted to proceed if the substance or purpose of such address is or may be a subject of litigation, collective bargaining, employment relations involving the university, its employees, and/or students, or any other matter which is not properly within the public interest or the interest of the university.

(a) Any such communication of a personnel nature will be considered by the appropriate committee of the board at the next regularly scheduled meeting.

(b) Communications other than personnel matters will be considered for appropriate disposition at the next agenda setting meeting for the upcoming regular meeting of the board.

If considered to be an urgent matter by the president, the board chair will be consulted to determine the appropriate next steps regarding the matter.

(a) Bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by affirmative vote of not less than six trustees at any regular meeting or special meeting of the board. Any proposed alteration, amendment, repeal, or adoption of all or any part of the bylaws shall first be announced at a meeting of the board (regular or special). Action on the proposal may not be taken until the next meeting of the board (regular or special).

(b) Amendments to the bylaws shall be effective upon adoption by an affirmative vote of not less than six members of the board.