Chapter 3344-1 General Provisions

3344-1-01 Meeting of the board of trustees.

(A) Regular meeting. The regular meetings of the board shall be held in the last week of every other month unless otherwise specified by the chairman. The chairman shall designate the day of the week on which the regular meetings shall be held at the annual meeting.

(B) Special meeting. Special meetings of the board may be called by the chairman or upon the written request of not less than three members of the board.

(C) Time and place of meeting. The time and place of all meetings shall be determined by the chairman, or in the case of a special meeting called by not less than three members of the board, determined by three members of the board calling the meeting, and due notice of the time and place shall be given by the secretary.

(D) Notice of meeting. Notice of meetings of the board shall be posted on the website of the board of trustees at least one week prior to each regular meeting and at least twenty-four hours prior to a special meeting, except in the event of an emergency. Each notice shall include the time and place of all regular meetings and the time, place and purpose of all special meetings. Members of the media and members of the general public who wish to be notified of board meetings, may submit a request for such notice to the office of university marketing, including a valid email address. The office of university marketing will send out email notifications of board meetings at least three days prior to each regular meeting and as soon as practicable before a special meeting, except in the event of an emergency.

(E) Organization of meetings. At each meeting of the board, the chairman, or in his/her absence, the vice chairman, or in the absence of both of the foregoing, the treasurer shall preside. The secretary, or in his/her absence, any person appointed by the chairman shall perform the duties of the secretary of the meeting and shall keep the minutes thereof.

(F) Order of business. Unless otherwise ordered by the board or the chairman, the order of business at all meetings of the board shall be as follows:

(1) Roll call.

(2) Approval of minutes of preceding meeting.

(3) Report of the chairman of the trustees.

(4) Report of the president of the university.

(5) Reports of committees of the board.

(6) Unfinished business.

(7) New business.

(8) Election of officers when required.

(G) Business to be considered at meetings. Any proposed action, which is to be introduced by a board member or the president of the university that will substantially affect the university, shall be timely presented to the other board members in writing prior to the meeting at which the matter is to be considered by the board. Any matters coming to the board, other than from a board member or from the president of the university, shall be presented in writing to the secretary of the board at least seven days prior to the meeting at which it is to be considered by the board.

(H) Quorum and manner of action.

(1) A majority of the voting members of the board shall be present in person at any meeting in order to constitute a quorum for the transaction of business at such meeting and, except as otherwise hereinafter provided, the act of the majority of the trustees present at any such meeting at which a quorum is present shall be the act of the board.

(2) The concurrence of a majority of the voting members of the board shall be necessary to elect or remove the president or a member of the faculty of the university on tenure as defined by the board. A roll call vote is necessary when electing or removing a president or a member of the faculty of the university. On all other matters, a voice vote shall be sufficient.

(I) Standing committees. The chairman of the board shall be empowered to appoint five standing committees as follows: academic and student affairs; athletics; development and engagement ; financial affairs; and recognition (honorary degrees, citations and visiting committees). The chairman shall designate the chairman and members of each standing committee. Every standing committee shall have a minimum of three voting board members. All standing committees shall serve from the end of one annual meeting to the end of the next annual meeting. A majority of the voting board members of each committee shall constitute a quorum, provided, however, that in the event such quorum shall not be present at any committee meeting, the chairman of such committee or the chairman of the board is empowered to appoint pro-tem committee members from the membership of the board in order to provide such quorum.

(J) Standing committees - responsibilities.

(1) The responsibilities of each standing committee shall be to consider proposals referred to it by the board, initiated by the university administration, or originated within the committee in its area of activity and take action thereon, subject to confirmation by the board. The committee shall also undertake any special duties as may be delegated by the board.

(2) The matters to be considered by each standing committee shall be in general as follows:

(a) Academic and student affairs committee.

(i) The committee shall focus on all matters regarding the honors program, niche marketing, recruitment and retention, including matters relating to the recruitment and retention of international students.

(ii) All matters requiring attention or action of the board relating to faculty appointment, tenure and status; fields of university instruction; the awarding of degrees; the need, urgency and the size of instructional facilities; and student scholarships.

(iii) All matters requiring attention or action of the board relating to student residential and social life, fraternities, sororities, student government and student organizations, student housing and student well-being.

(iv) All matters requiring attention or action of the board relating to affirmative action, equal opportunity and race relations, as well as the promotion of institutional diversity.

(v) All matters requiring attention or action of the board relating to institutional planning processes for academic programs and supportive administrative services; and the definition of the institutional mission and goals.

(vi) All matters requiring attention or action of the board relating to the acquisition and operation and maintenance of the administrative systems with regard to in-house research, sponsored research, technology transfer and licensing.

(b) Athletics committee

(i) The committee shall focus on all matters requiring attention or action of the board relating to university intercollegiate and intermural athletic programs.

(ii) All matters requiring attention or action of the board relating to intercollegiate athletic facilities that are managed by the student affairs division.

(c) Development and engagement committee

(i) Matters requiring attention or action of the board relating to the solicitation of funds for the present and future needs of the university as appropriate.

(ii) All matters requiring attention or action of the board relating to the university's relations with local, state and federal government.

(iii) All matters relating to external marketing and corporate relations, including the establishment and maintenance of a positive image within the community generally and the news and advertising communities specifically, and the maintenance of relations with the university's alumni and alumni association and promotion of alumni activities.

(d) Financial affairs committee.

(i) All matters requiring attention or action of the board relating to the university budget and financial operations, business organization and practice, including business contracts requiring approval of the board of trustees; borrowing of funds; submission of appropriation requests; determination of fees charged to students; custody and investment of any funds which are now under or may in the future come under control of the board of trustees; and relating to audits of the University, including receiving reports of internal and external auditors.

(ii) All matters requiring attention or action of the board relating to naming, location, planning, construction, and maintenance of university plant and grounds, within the framework of the master planning procedures of the university.

(iii) All matters requiring the attention or action of the board relating to the capital priorities of the university, including the exploration of public and private resources.

(iv) All matters related to the internal and external audit of university activities, assets and procedures, and other matters as assigned by the board.

(e) Recognition committee.

(i) The committee, augmented by the president, the provost, and three members of the faculty, shall recommend to the board of trustees candidates for honorary degrees. In addition, the committee shall recommend to the board of trustees recipients of other honors, awards, commendations, and recognitions to be conferred either during commencement or at other times determined by the board of trustees, and the committee shall annually receive and review the honors, commendations, and other special non-student awards given and/or proposed by the president, provost and colleges or departments within the university.

(ii) All matters requiring attention or action of the board relating to visiting committees that includes charging the committees with their assignments; and receiving reports following their visitations.

(K) Special committees. The chairman may appoint such special committees as are deemed necessary and desirable. A special committee shall serve until completion of the task assigned to it, but not later than the adjournment of the next annual meeting. The chairman shall designate the chairman for each such committee. A majority of the voting board members of each committee shall constitute a quorum, provided however, that in the event such quorum shall not be present at any committee meeting, the chairman of such committee or the chairman of the board shall be empowered to appoint pro-tem committee members from the membership of the board in order to provide such quorum. Meetings of the special committees shall be held upon call of the chairman of the committee.

(L) Member and committee authority. No trustee or committee shall have authority to commit the board of the university to any policy, action or agreement unless specifically granted such authority by the board.

(M) Parliamentary procedure. Except as otherwise provided in these bylaws, all meetings shall be conducted in accordance with Robert's Rules of Order.

(N) Annual meeting. The annual meeting of the board of trustees shall be held at the time of the last monthly meeting of the academic year. The first annual meeting was held in May, 1966.

(O) Faculty, staff, student and community non-voting advisors.

(i) The board of trustees of Cleveland state university designates the president of faculty senate, and a second representative to be elected each year by the faculty senate, as non-voting advisors to the board of trustees. Two student representatives will be appointed by the governor as non-voting advisors. The aforesaid student advisors and the foregoing faculty advisors are assigned as non-voting representatives to the academic affairs.

(ii) In addition to the aforementioned faculty and student representatives appointed to the board of trustees, the chairman may augment the membership of the board and standing or special committees with other faculty, staff or community members as non-voting advisors to serve a term as approved by the board.

(iii) The chair of the Cleveland state university foundation board of directors shall serve as a non-voting member of the board of trustees for the duration of his/her term of office.

Effective: 10/9/2017
Promulgated Under: 111.15
Statutory Authority: 111.15
Rule Amplifies: 3344
Prior Effective Dates: 11/04/1977, 05/20/1985, 10/15/1987, 05/19/1988, 07/20/1991, 03/10/1994, 04/06/1996, 11/28/2001, 07/28/2005, 04/24/2006, 07/16/2011, 08/28/2015, 09/26/2015, 11/30/2015

3344-1-02 Officers of the board.

(A) Number and title. The officers of the board shall consist of a chairman and a vice chairman. The officers of the board may also include a secretary and a treasurer, and such other officers of the university as the interest of the university requires. The offices of secretary and treasurer may be held by the same person.

(B) Election, term of office and qualifications.

(1) The officers of the board shall be elected at the annual meeting of the board. They shall take office immediately following the adjournment of the meeting at which they are elected and shall hold their office through the following annual meeting of the board and until their successors are elected and qualified. No trustee shall serve as chairman for more than two consecutive annual terms. This two-year term limitation may be suspended for the election being held for the term to run commencing May 20, 2005 to the next annual meeting in 2006 by a two-thirds vote of the members of the board.

(2) The chairman and vice chairman must be members of the board. The qualifications of all other officers shall be determined by the board.

(C) Vacancies. Vacancies in any of the above offices shall be filled by the chairman on a pro-tem basis and such appointment shall be subject to approval by the board at the next regular meeting. Such appointments shall be for the unexpired term of such offices and shall be in compliance with paragraphs (B)(1) and (B)(2) of rule 3344-1-02 of the Administrative Code.

(D) Removal of officers. Any officer of the board may be removed at any time, either with or without cause, by resolution adopted by affirmative vote of five members of the board at any meeting of the board, providing the notice of the meeting specifies that such removal action is to be considered.

(E) Chairman

(1) The chairman shall preside at all meetings of the board; shall sign the minutes of all proceedings of the board; shall perform such duties as usually pertain to this office, and such other duties as from time to time may be assigned to the chairman by the board. The members of all committees of the board shall be appointed by the chairman, unless otherwise ordered by the board.

(2) Unless specifically provided to the contrary by the board, the chairman may assign any of the chairman's duties to another member of the board.

(F) Vice chairman. At the request of, or in the absence or disability of the chairman, the vice chairman shall perform all of the duties of the chairman, and while so acting, shall have all the powers and authority of, and be subject to all the restrictions applicable to the chairman. In addition, the vice chairman shall perform such other duties as may be assigned to the vice chairman from time to time by the chairman of the board.

(G) Secretary. The secretary of the board shall:

(1) Be the custodian of and responsible for the official books and records of the board;

(2) Be the custodian of the university seal;

(3) Authenticate the acts of the board by affixing an imprint of the university seal to official records of the board when it is proper to do so;

(4) Sign, execute and deliver in the name of the university all deeds, bonds, and other instruments as authorized by the board;

(5) Keep minutes of all meetings of the board and of committees of the board in one or more books provided for that purpose, and

(6) See that all notices are duly given in accordance with the provisions of Cleveland State rules.

(7) Prepare the agenda for board meetings in cooperation with the chairman and the president.

(8) Receive and route correspondence addressed to the board or its committees.

(9) Analyze, assemble or obtain information as requested by the chairman of the board or board committees, working with members of the university administration with the approval of the president.

(10) Act as a liaison with the university administration, enlisting the assistance of the board and its committees as requested by the administration.

(11) In addition, the secretary shall perform such other duties as may be assigned to him/her from time to time by the board or the chairman. The board may assign the duties of the secretary to an assistant secretary.

(H) Treasurer. The treasurer of the board shall, before entering upon the discharge of his duties, give bond to the state for the faithful performance of his duties and a proper accounting of all monies coming into the treasurer's care. The amount of said bond shall be determined by the board, but shall not be for a sum less than the estimated amount which may come into the treasurer's control at any time. The bond of the treasurer shall be approved by the attorney general of Ohio.

(I) Bonds. Bonds shall be required from such officers of the board and of the university, in addition to the treasurer, as the board shall direct.

(J) Executive committee. The executive committee shall be comprised of the board chair, who shall serve as the committee chair, the board vice chair, board treasurer and such other officers as may be elected from time to time. The executive committee shall consider and make recommendations to the board on proposed policy and contract matters not assigned to another committee; shall orient and mentor new board members; shall evaluate the performance of the president and make a recommendation to the full board on the president's compensation and benefits package; and shall consider other matters as appropriate to an executive committee, or assigned by the full board. The executive committee shall also act on behalf of the board on issues needing immediate attention and report such actions to the board. To act on behalf of the board, a quorum of the executive committee shall be present. The executive committee shall be required to report any actions taken on behalf of the board into the record of the next regularly scheduled board meeting. Any meeting of the executive committee at which binding action is taken shall adhere to all applicable provisions of section 121.22 of the Revised Code, the open meetings law.

Effective: 3/18/2016
Promulgated Under: 111.15
Statutory Authority: 111.15
Rule Amplifies: 3344
Prior Effective Dates: 11/1/1977, 11/28/2001, 7/28/2005, 7/12/2006, 7/16/2011, 8/28/2015

3344-1-03 University administration.

(A) The president. The president shall be the chief executive officer of the Cleveland state university and shall be responsible within the policies and procedures established by the board of trustees for the administration of the affairs of the university. In carrying out the foregoing responsibilities and duties, the president shall:

(1) Manage and direct the day-to-day operation of the university.

(2) Lead in developing policies, programs and organizational units promoting teaching, research and service as primary goals of the university; and direct and promote the university's activities toward achieving these goals.

(3) Develop and maintain long-range plans for the orderly growth of the university.

(4) Direct the development of the capital program for the university and recommend its approval to the board.

(5) Formulate and recommend operating budgets to the board for approval and see to it that expenditures are in compliance with approved budgets.

(6) Present and interpret to the board of trustees proposals and actions of the faculty together with recommendations.

(7) Ensure the application of the rules and regulations of the university.

(8) Submit to the board of trustees information and recommendations that will contribute to the adoption of sound and progressive policies for the university.

(9) Serve as a member of all faculties, as well as preside at the meetings of the university faculty.

(10) Bring to the board for ratification the appointment of the provost, all deans and all vice presidents. The president will confer with the board before making an offer of employment to a candidate for provost, dean, or vice president.

(11) Appoint such other administrative officers as are needed to carry out effectively the operation of the university, and delegate functions to them with the authority necessary for their proper discharge.

(B) Administrative and academic officers. The duties of the provost, deans, and vice presidents shall be prescribed by the president with the approval of the board of trustees.

(C) Term of administrative and academic appointments. No administrative or academic appointments shall be made for a term in excess of one fiscal year without the approval of the board of trustees.

(D) Annual performance review. The board shall conduct a review of the performance of the president at the annual meeting. The president shall deliver to the board a report on the annual performance of the provost, vice presidents and deans at the same time he is being evaluated.

Replaces: 3344-1-03

Effective: 7/16/2011
Promulgated Under: 111.15
Statutory Authority: 111.15
Rule Amplifies: 3344
Prior Effective Dates: 3/2/78, 7/28/05.